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EXHIBIT 4.11
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DEPOSIT AGREEMENT
among
UNITED COMPANIES FINANCIAL CORPORATION,
_________________, As Depositary
AND
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
Dated as of __________, 19__
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TABLE OF CONTENTS
Page
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PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I.
Definitions
ARTICLE II.
Form of Receipts, Deposit of Shares, Execution and Delivery,
Transfer, Surrender and Redemption of Receipts
Section 2.1 Form and Transfer of Receipts . . . . . . . . . . . . . . 2
Section 2.2. Deposit of Shares; Execution and Delivery of Receipts in
Respect Thereof . . . . . . . . . . . . . . . . . . . . . 3
Section 2.3. Redemption of Shares . . . . . . . . . . . . . . . . . . . 4
Section 2.4. Registration of Transfer of Receipts . . . . . . . . . . . 5
Section 2.5. Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Shares . . . . . . . . . . . . 5
Section 2.6. Limitations on Execution and Delivery, Transfer, Surrender
and Exchange of Receipts . . . . . . . . . . . . . . . . . 6
Section 2.7. Lost Receipts, etc. . . . . . . . . . . . . . . . . . . . 7
Section 2.8. Cancellation and Destruction of Surrendered Receipts . . . 7
ARTICLE III.
Certain Obligations of the Holders of Receipts and the Company
Section 3.1. Filing Proofs, Certificates and Other Information . . . . . 7
Section 3.2. Payment of Taxes or Other Governmental Charges . . . . . . 7
Section 3.3. Warranty as to Shares . . . . . . . . . . . . . . . . . . . 7
ARTICLE IV.
The Deposited Securities; Notices
Section 4.1. Cash Distributions . . . . . . . . . . . . . . . . . . . . . 8
Section 4.2. Distributions Other than Cash . . . . . . . . . . . . . . . 8
Section 4.3. Subscription Rights, Preferences or Privileges . . . . . . . 8
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Section 4.4. Notice of Dividends, etc; Fixing of Record Date for Holders of
Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.5. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.6. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc . . . . . . . . . 10
Section 4.7. Inspection of Reports . . . . . . . . . . . . . . . . . . . 10
Section 4.8. Lists of Receipt Holders . . . . . . . . . . . . . . . . . . 11
ARTICLE V.
The Depositary, the Depositary's Agents, the Registrar and Company
Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar . . . . . . . . . . . . . . . . . . . 11
Section 5.2. Prevention of or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company . . . . . 11
Section 5.3. Obligations of the Depositary, the Depositary's Agents, the
Registrar and the Company . . . . . . . . . . . . . . . . . 12
Section 5.4. Resignation and Removal of the Depositary; Appointment of
Successor Depositary . . . . . . . . . . . . . . . . . . . . 13
Section 5.5. Corporate Notices and Reports . . . . . . . . . . . . . . . 13
Section 5.6. Indemnification by the Company . . . . . . . . . . . . . . . 14
Section 5.7. Charges and Expenses . . . . . . . . . . . . . . . . . . . . 14
Section 5.8. Retention of Depositary Documents . . . . . . . . . . . . . 15
ARTICLE VI.
Amendment and Termination
Section 6.1. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 6.2. Termination . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VII.
Miscellaneous
Section 7.1. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7.2. Exclusive Benefit of Parties . . . . . . . . . . . . . . . . 15
Section 7.3. Invalidity of Provisions . . . . . . . . . . . . . . . . . . 15
Section 7.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7.5. Depositary's Agents . . . . . . . . . . . . . . . . . . . . 16
Section 7.6. Holders of Receipts Are Parties . . . . . . . . . . . . . . 16
Section 7.7. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 16
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Section 7.8. Inspection of Deposit Agreement . . . . . . . . . . . . . . 16
Section 7.9. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Testimonium . . . . . . . . . . . . . . . . . . . . . . . . 17
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 17
Exhibit A: Depositary Receipt . . . . . . . . . . . . . . . . . . . . . 19
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DEPOSIT AGREEMENT
dated as of __________, 19__,
among
UNITED COMPANIES FINANCIAL CORPORATION,
a Louisiana corporation,
__________, a __________ corporation,
and the holders
from time to time of the Receipts
described herein.
WHEREAS it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of [insert designation of
preferred stock] of UNITED COMPANIES FINANCIAL CORPORATION with the Depositary
for the purposes set forth in this Deposit Agreement and for the issuance
hereunder of Receipts (as hereinafter defined) evidencing Depositary Shares (as
hereinafter defined), in respect of the Shares (as hereinafter defined) so
deposited; and
WHEREAS, the Receipts are to be substantially in the form of Exhibit A
attached hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement and the
Receipts:
ARTICLE I.
Definitions
"Articles of Amendment" shall mean the Articles of Amendment filed
with the Secretary of State of Louisiana establishing the Shares as a series of
preferred stock of the Company.
"Company" shall mean United Companies Financial Corporation, a
Louisiana corporation, and its successors.
"Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.
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"Depositary" shall mean __________, and any successor as Depositary
hereunder.
"Depositary Shares" shall mean depositary shares, each representing
[specify fraction] interest in a Share and evidenced by a Receipt.
"Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.5.
"Depositary's Office" shall mean the principal office of the
Depositary in [The City of New York], at which at any particular time its
depositary receipt business shall be administered.
"Receipt" shall mean one of the depositary receipts issued hereunder,
whether in definitive or temporary form.
"Record Holder" as applied with respect to a Receipt shall mean the
person in whose name a Receipt is registered on the books of the Depositary
maintained for such purpose.
"Redemption Date" shall have the meaning given to such term in Section
2.3.
"Registrar" shall mean any bank or trust company which shall be
appointed to register ownership and transfer of Receipts as herein provided.
"Shares" shall mean shares of the Company's [insert designation of
preferred stock].
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ARTICLE I.
Form of Receipts, Deposit of Shares, Execution and Delivery,
Transfer, Surrender and Redemption of Receipts
Section 2.1. Form and Transfer of Receipts. Definitive Receipts
shall be engraved or printed or lithographed on steel-engraved borders and
shall be substantially in the form set forth in Exhibit A attached to this
Deposit Agreement and incorporated herein by reference, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the
preparation of definitive Receipts, the Depositary, upon the written order of
the Company or any holder of Shares, as the case may be, delivered in
compliance with Section 2.2, shall execute and deliver temporary Receipts which
are printed, lithographed, typewritten, photocopied or otherwise substantially
of the tenor of the definitive Receipts in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the persons executing such Receipts may determine, as evidenced by their
execution of such Receipts. If temporary Receipts are issued, the Company and
the Depositary will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts, the
temporary Receipts shall be exchangeable for definitive Receipts upon surrender
of the temporary Receipts at the office described in Section 2.2, without
charge to the holder. Upon surrender for cancellation of any one or more
temporary Receipts, the Depositary shall execute and deliver in exchange
therefor definitive Receipts representing the same number of Depositary Shares
as represented by the surrendered temporary Receipt or Receipts. Such exchange
shall be made at the Company's expense and without any charge therefor. Until
so exchanged, the temporary Receipts shall in all respects be entitled to the
same benefits under this Agreement, and with respect to the Shares, as
definitive Receipts.
Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, however, that such
signature may be a facsimile if a Registrar for the Receipts (other than the
Depositary) shall have been appointed and such Receipts are counter-signed by
manual signature of a duly authorized officer of the Registrar. No Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose unless it shall have been executed manually by a
duly authorized officer of the Depositary or, if a Registrar for the Receipts
shall have been appointed, by manual or facsimile signature of a duly
authorized officer of the Depositary and countersigned manually by a duly
authorized officer of such Registrar. The Depositary shall record on its books
each Receipt so signed and delivered as hereinafter provided.
Receipts shall be in denominations of any number of whole Depositary
Shares up to but not in excess of __________ Depositary Shares for any
particular Receipt.
Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of
this Deposit Agreement as may be required by the Depositary or required to
comply with any applicable law or any regulation thereunder or with the rules
and regulations of any securities exchange upon which the Shares,
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the Depositary Shares or the Receipts may be listed or to conform with any
usage with respect thereto, or to indicate any special limitations or
restrictions to which any particular Receipts are subject.
Title to Depositary Shares evidenced by a Receipt which is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall
be transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.4, the
Depositary may, notwithstanding any notice to the contrary, treat the Record
Holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes.
Section 2.2. Deposit of Shares; Execution and Delivery of Receipts
in Respect Thereof. Subject to the terms and conditions of this Deposit
Agreement, the Company may from time to time deposit Shares under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for
the Shares to be deposited, properly endorsed or accompanied, if required by
the Depositary, by a duly executed instrument of transfer or endorsement, in
form satisfactory to the Depositary, together with all such certifications as
may be required by the Depositary in accordance with the provisions of this
Deposit Agreement, and together with a written order of the Depositary, the
Company or such holder, as the case may be, directing the Depositary to execute
and deliver to, or upon the written order of, the person or persons stated in
such order a Receipt or Receipts for the number of Depositary Shares
representing interests in such deposited Shares.
Deposited Shares shall be held by the Depositary at the Depositary's
Office or at such other place or places as the Depositary shall determine.
Upon receipt by the Depositary of a certificate or certificates for
Shares deposited in accordance with the provisions of this Section, together
with the other documents required as above specified, and upon recordation of
the Shares on the books of the Company in the name of the Depositary or its
nominee, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver, to or upon the order of the person or
persons named in the written order delivered to the Depositary referred to in
the first paragraph of this Section, a Receipt for the number of Depositary
Shares relating to the Shares so deposited and registered in such name or names
as may be requested by such person or persons. The Depositary shall execute
and deliver such Receipt at the Depositary's Office or such other offices, if
any, as the Depositary may designate. Delivery at other offices shall be at
the risk and expense of the person requesting such delivery.
Other than in the case of splits, combinations, or other
reclassifications affecting the Shares, or in the case of dividends or other
distributions of Shares, if any, there shall be deposited hereunder not more
than _________ shares of Shares.
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Section 2.3. Redemption of Shares. Whenever the Company shall
elect to redeem Shares, it shall (unless otherwise agreed in writing with the
Depositary) give the Depositary not less than 40 nor more than 60 days' notice
of the date of such proposed redemption of Shares. On the date of such
redemption, provided that the Company shall then have paid in full to the
Depositary the redemption price of the Shares to be redeemed, the Depositary
shall redeem the Depositary Shares relating to such Shares. The Depositary
shall mail notice of such redemption and the proposed simultaneous redemption
of the number of Depositary Shares representing the Shares to be redeemed,
first-class postage prepaid, not less than 30 and not more than 45 days prior
to the date fixed for redemption of such Shares and Depositary Shares (the
"Redemption Date"), to the Record Holders of the Receipts evidencing the
Depositary Shares to be so redeemed, at the addresses of such holders as they
appear on the records of the Depositary; but neither failure to mail any such
notice to one or more such holders nor any defect in any notice to one or more
such holders shall affect the sufficiency of the proceedings for redemption as
to other holders. Each such notice shall state: (i) the Redemption Date; (ii)
the number of Depositary Shares to be redeemed and, if less than all the
Depositary Shares held by any such holder are to be redeemed, the number of
such Depositary Shares held by such holder to be so redeemed; (iii) the
redemption price (which shall include all cumulative dividends to the
Redemption Date); (iv) the place or places where Receipts evidencing Depositary
Shares are to be surrendered for payment of the redemption price; (v) that
dividends in respect of the Shares underlying the Depositary Shares to be
redeemed will cease to accumulate at the close of business on the business day
next preceding such Redemption Date; and (vi) the Record Date. In case less
than all the outstanding Depositary Shares are to be redeemed, the Depositary
Shares to be so redeemed shall be selected by lot or pro rata as may be
determined by the Depositary.
Notice having been mailed by the Depositary as aforesaid, from and
after the Redemption Date (unless the Company shall have failed to redeem the
Shares to be redeemed by it as set forth in the Company's notice provided for
in the preceding paragraph), all dividends in respect of the Shares so called
for redemption shall cease to accumulate, the Depositary Shares being redeemed
from such proceeds shall be deemed no longer to be outstanding, all rights of
the holders of Receipts evidencing such Depositary Shares (except the right to
receive the redemption price) shall, to the extent of such Depositary Shares,
cease and terminate and, upon surrender in accordance with such notice of the
Receipts evidencing any such Depositary Shares (properly endorsed or assigned
for transfer, if the Depositary shall so require), such Depositary Shares shall
be redeemed by the Depositary at a redemption price per Depositary Share equal
to [specify fraction] of the redemption price per share paid in respect of the
Shares plus all money and other property, if any, underlying such Depositary
Shares, including all amounts paid by the Company in respect of dividends which
on the Redemption Date have accumulated on the Shares to be so redeemed and
have not therefore been paid.
If less than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such
Receipt upon its surrender to the Depositary, together with the redemption
payment, a new Receipt evidencing the Depositary Shares evidenced by such prior
Receipt and not called for redemption.
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Section 2.4. Registration of Transfer of Receipts. Subject to the
terms and conditions of this Deposit Agreement, the Depositary shall register
on its books from time to time transfers of Receipts upon any surrender thereof
by the holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon the
Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto.
Section 2.5. Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Shares. Upon surrender of a Receipt or Receipts at
the Depositary's Office or at such other offices as it may designate for the
purpose of effecting a split-up or combination of such Receipt or Receipts, and
subject to the terms and conditions of this Deposit Agreement, the Depositary
shall execute and deliver a new Receipt or Receipts in the authorized
denomination or denominations requested, evidencing the aggregate number of
Depositary Shares evidenced by the Receipt or Receipts surrendered.
Any holder of a Receipt or Receipts representing any number of whole
Shares may withdraw such Shares and all money and other property, if any,
represented thereby by surrendering such Receipt or Receipts, at the
Depositary's Office or at such other offices as the Depositary may designate
for such withdrawals. Thereafter, without unreasonable delay, the Depositary
shall deliver to such holder or to the person or persons designated by such
holder as hereinafter provided, the number of whole Shares and all money and
other property, if any, represented by the Receipt or Receipts so surrendered
for withdrawal, but holders of such whole Shares will not thereafter be
entitled to deposit such Shares hereunder or to receive Depositary Shares
therefor. If a Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole Shares to be
so withdrawn, the Depositary shall at the same time, in addition to such number
of Shares and such money and other property, if any, to be so withdrawn,
deliver to such holder, or (subject to Section 2.3) upon such holder's order, a
new Receipt evidencing such excess number of Depositary Shares. Delivery of
the Shares and money and other property, if any, being withdrawn may be made by
the delivery of such certificates, documents of title and other instruments as
the Depositary may deem appropriate.
If the Shares and the money and other property, if any, being
withdrawn are to be delivered to a person or persons other than the record
holder of the Receipt or Receipts being surrendered for withdrawal of Shares,
such holder shall execute and deliver to the Depositary a written order so
directing the Depositary and the Depositary may require that the Receipt or
Receipts surrendered by such holder for withdrawal of such Shares be properly
endorsed in blank or accompanied by a properly executed instrument of transfer
in blank.
Delivery of the Shares and the money and other property, if any,
represented by
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Receipts surrendered for withdrawal shall be made by the Depositary at the
Depositary's Office, except that, at the request, risk and expense of the
holder surrendering such Receipt or Receipts and for the account of the holder
thereof, such delivery may be made at such other place as may be designated by
such holder.
Section 2.6. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary's Agents or the
Company may require payment to it of a sum sufficient for the payment (or, in
the event that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.7, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Deposit Agreement.
The delivery of Receipts against Shares may be suspended, the
registration of transfer of Receipts may be refused and the registration of
transfer, surrender or exchange of outstanding Receipts may be suspended (i)
during any period when the register of shareholders of the Company is closed or
(ii) if any such action is deemed necessary or advisable by the Depositary, any
of the Depositary's agents or the Company at any time or from time to time
because of the requirement of law or of any government or governmental body or
commission or under any provision of this Deposit Agreement.
Section 2.7. Lost Receipts, etc. In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, of the authenticity thereof and
of his or her ownership thereof and (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it.
Section 2.8. Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, any cancelled receipts held by the Depositary shall be delivered to
the Company or disposed of as directed by the Company.
ARTICLE III.
Certain Obligations of the Holders
of Receipts and the Company
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Section 3.1. Filing Proofs, Certificates and Other Information.
Any holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the
Company may reasonably deemed necessary or proper. The Depositary or the
Company may withhold the delivery, or delay the registration of transfer,
redemption or exchange, of any Receipt or the distribution of any dividend or
other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.
Section 3.2. Payment of Taxes or Other Governmental Charges.
Holders of Receipts shall be obligated to make payments to the Depositary of
certain charges and expenses, as provided in Section 5.7. Registration of
transfer of any Receipt or any withdrawal of Shares and all money or other
property, if any, represented by the Depositary Shares evidenced by such
Receipt may be refused until any such payment due is made, and any dividends,
interest payments or other distributions may be withheld or all or any part of
the Shares or other property represented by the Depositary Shares evidenced by
such Receipt and not theretofore sold may be sold for the account of the holder
thereof (after attempting by reasonable means to notify such holder prior to
such sale), and such dividends, interest payments or other distributions or the
proceeds of any such sale may be applied to any payment of such charges or
expenses, the holder of such Receipt remaining liable for any deficiency.
Section 3.3. Warranty as to Shares. The Company hereby represents
and warrants that the Shares, when issued, will be validly issued, fully paid
and nonassessable. Such representation and warranty shall survive the deposit
of the Shares and the issuance of Receipts.
ARTICLE IV.
The Deposited Securities; Notices
Section 4.1. Cash Distributions. Whenever the Depositary shall
receive any cash dividend or other cash distribution with respect to Shares,
the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record
Holders of Receipts on the record date fixed pursuant to Section 4.4 such
amounts of such dividend or distribution as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required to withhold and shall withhold from any cash
dividend or other cash distribution in respect of the Shares an amount on
account of taxes, the amount made available for distribution or distributed in
respect of Depositary Shares shall be reduced accordingly. The Depositary
shall distribute or make available for distribution, as the case may be, only
such amount, however, as can be distributed without attributing to any holder
of Depositary Shares a fraction of one cent, and any balance not so
distributable shall be held by the Depositary (without liability for interest
thereon) and shall be added to and be treated as part of the next sum received
by the Depositary for distribution to record holders of Receipts then
outstanding.
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Section 4.2. Distributions Other than Cash. Whenever the
Depositary shall receive any distribution other than cash with respect to
Shares, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to
Record Holders of Receipts on the record date fixed pursuant to Section 4.4
such amounts of the securities or property received by it as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution. If in the opinion of the Depositary such distribution cannot be
made proportionately among such Record Holders, or if for any other reason
(including any requirement that the Company or the Depositary withhold an
amount on account of taxes) the Depositary deems, after consultation with the
Company, such distribution not to be feasible, the Depositary may, with the
approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem
proper. The net proceeds of any such sale shall, subject to Sections 3.1 and
3.2, be distributed or made available for distribution, as the case may be, by
the Depositary to Record Holders of Receipts as provided by Section 4.1 in the
case of a distribution received in cash.
Section 4.3. Subscription Rights, Preferences or Privileges. If
the Company shall at any time offer or cause to be offered to the persons in
whose names Shares are recorded on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase any securities or any
rights, preferences or privileges of any other nature, such rights, preferences
or privileges shall in each such instance be made available by the Depositary
to the Record Holders of Receipts in such manner as the Depositary may
determine, either by the issue to such Record Holders of warrants representing
such rights, preferences or privileges or by such other method as may be
approved by the Depositary in its discretion with the approval of the Company;
provided, however, that (i) if at the time of issue or offer of any such
rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Company) not feasible to make such
rights, preferences or privileges available to holders of Receipts by the issue
of warrants or otherwise, or (ii) if and to the extent so instructed by holders
of Receipts who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the
Company, in any case where the Depositary has determined that it is not
feasible to make such rights, preferences or privileges available), may, if
applicable laws or the terms of such rights, preferences or privileges permit
such transfer, sell such rights, preferences or privileges at public or private
sale, at such place or places and upon such terms as it may deem proper. The
net proceeds of any such sale, subject to Sections 3.1 and 3.2, shall be
distributed by the Depositary to the Record Holders of Receipts entitled
thereto as provided by Section 4.1 in the case of a distribution received in
cash.
If registration under the Securities Act of 1933, as amended, of the
securities to which any rights, preferences or privileges relate is required in
order for holders of Receipts to be offered or sold the securities to which
such rights, preferences or privileges relate, the Company agrees with the
Depositary that it will file promptly a registration statement pursuant
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to such Act with respect to such rights, preferences or privileges and
securities and use its best efforts and take all steps available to it to cause
such registration statement to become effective sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such holders to
exercise such rights, preferences or privileges. In no event shall the
Depositary make available to the holders of Receipts any right, preference or
privilege to subscribe for or to purchase any securities unless and until such
registration statement shall have become effective, or unless the offering and
sale of such securities to such holders are exempt from registration under the
provisions of such Act.
If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to
holders of Receipts, the Company agrees with the Depositary that the Company
will use its best efforts to take such action or obtain such authorization,
consent or permit sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges.
Section 4.4. Notice of Dividends, etc.; Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be offered, with respect to
Stock, or whenever the Depositary shall receive notice of any meeting at which
holders of Shares are entitled to vote or of which holders of Shares are
entitled to notice or whenever the Depositary and the Company shall decide it
is appropriate, the Depositary shall in each such instance fix a record date
(which shall be the same date as the record date fixed by the Company with
respect to the Shares) for the determination of holders of Receipts who shall
be entitled hereunder to receive such dividend, distribution, rights,
preferences or privileges or the net proceeds of the sale thereof, or to give
instructions for the exercise of voting rights at any such meeting, or who
shall be entitled to notice of such meeting or for any other appropriate
reasons.
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Section 4.5. Voting Rights. Upon receipt of notice of any meeting
at which the holders of Shares are entitled to vote, the Depositary shall, as
soon as practicable thereafter, mail to the Record Holders of Receipts a notice
which shall contain (i) such information as is contained in such notice of
meeting and (ii) a statement that the holders may instruct the Depositary as to
the exercise of the voting rights pertaining to the amount of Shares underlying
their respective Depositary Shares (including an express indication that
instructions may be given to the Depositary to give a discretionary proxy to a
person designated by the Company) and a brief statement as to the manner in
which such instructions may be given. Upon the written request of Record
Holders of Receipts as of such record date, the Depositary shall endeavor
insofar as practicable to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum number of whole Shares
underlying the Depositary Shares evidenced by all Receipts as to which any
particular voting instructions are received. The Company hereby agrees to take
all action which may be deemed necessary by the Depositary in order to enable
the Depositary to vote such Shares or cause such Shares to be voted. In the
absence of specific instructions from a Record Holder of a Receipt, the
Depositary will abstain from voting (but, at its discretion, not from appearing
at any meeting with respect to such Shares unless directed to the contrary by
the holders of all the Receipts) to the extent of the Shares representing the
Depositary Shares evidenced by such Receipt.
Section 4.6. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. Upon any change in par or stated
value, split-up, combination or any other reclassification of the Shares, or
upon any recapitalization, reorganization, merger or consolidation or similar
transaction or the sale of all or substantially all the Company's assets
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments [as are certified by the Company] in (a)
the fraction of an interest in one Share underlying one Depositary Share and
(b) the ratio of the redemption price per Depositary Share to the redemption
price of a Share, in each case as may be necessary fully to reflect the effects
of such change in par or stated value, split-up, combination or other
reclassification of Shares, or of such recapitalization, reorganization,
merger, or consolidation or sale and (ii) treat any securities which shall be
received by the Depositary in exchange for or upon conversion of or in respect
of the Shares as new deposited securities so received in exchange for or upon
conversion or in respect of such Shares. In any such case the Depositary may
in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding Receipts
to be exchanged for new Receipts specifically describing such new deposited
securities.
Section 4.7. Inspection of Reports. The Depositary shall make
available for inspection by holders of Receipts at the Depositary's Office, and
at such other places as it may from time to time deem advisable, any reports
and communications received from the Company which are received by the
Depositary as the holder of Stock.
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Section 4.8. Lists of Receipt Holders. Promptly upon request from
time to time by the Company, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of Depositary Shares of all
persons in whose names Receipts are registered on the books of the Depositary
or Registrar, as the case may be.
ARTICLE V.
The Depositary, the Depositary's Agents, the Registrar and Company
Section 5.1. Maintenance of Offices, Agencies and Transfer Books
by the Depositary; Registrar. Upon execution of this Deposit Agreement, the
Depositary shall maintain at the Depositary's Office facilities for the
execution and delivery, registration and registration of transfer, surrender
and exchange of Receipts, and at the offices of the Depositary's Agents, if
any, facilities for the delivery, registration of transfer, surrender and
exchange of Receipts, all in accordance with the provisions of this Deposit
Agreement.
The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the Record Holders of
Receipts; provided, however, that any such holder requesting to exercise such
right shall certify to the Depositary that such inspection shall be for a
proper purpose reasonably related to such person's interest as an owner of
Depositary Shares evidenced by the Receipts.
The Depositary may close such books, at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder.
The Depositary may, with the approval of the Company, appoint a
Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby.
If the Receipts or the Depositary Shares evidenced thereby or the
Shares underlying such Depositary Shares shall be listed on the New York Stock
Exchange, Inc., the Depositary shall, with the approval of the Company, appoint
a Registrar (acceptable to the Company) for registration of such Receipts or
Depositary Shares in accordance with the requirements of such Exchange. Such
Registrar (which may be the Depositary if so permitted by the requirements of
such Exchange) may be removed and a substitute registrar appointed by the
Depositary upon the request or with the approval of the Company. If the
Receipts, such Depositary Shares or such Shares are listed on one or more other
stock exchanges, the Depositary will, at the request of the Company, arrange
such facilities for the delivery, registration, registration of transfer,
surrender and exchange of such Receipts, such Depositary Shares or such Shares
as may be required by the law or applicable stock exchange regulation.
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Section 5.2. Prevention of or Delay in Performance by the
Depositary, the Depositary's Agents, the Registrar or the Company. Neither the
Depositary nor any Depositary's Agent nor any Registrar nor the Company shall
incur any liability to any holder of any Receipt if by reason of any provision
of any present or future law, or regulation thereunder, of the United States of
America or of any other governmental authority or, in the case of the
Depositary, the Depositary's Agent or the Registrar, by reason of any
provision, present or future, of the Company's Articles of Incorporation
(including the Articles of Amendment) or by reason of any act of God or war or
other circumstance beyond the control of the relevant party, the Depositary,
the Depositary's Agent, the Registrar or the Company shall be prevented or
forbidden from, or subjected to any penalty on account of, doing or performing
any act or thing which the terms of this Deposit Agreement provide shall be
done or performed; nor shall the Depositary, any Depositary's Agent, any
Registrar or the company incur any liability to any holder of a Receipt (i) by
reason of any nonperformance or delay, caused as aforesaid, in the performance
of any act or thing which the terms of this Deposit Agreement provide shall or
may be done or performed, or (ii) by reason of any exercise of, or failure to
exercise, any discretion provided for in this Deposit Agreement except, in case
of any such exercise or failure to exercise discretion not caused as aforesaid,
if caused by the gross negligence or willful misconduct of the party charged
with such exercise of failure to exercise.
Section 5.3. Obligations of the Depositary, the Depositary's
Agents, the Registrar and the Company. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor the Company assumes any obligation or
shall be subject to any liability under this Deposit Agreement to holders of
Receipts other than for its gross negligence or willful misconduct.
Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company shall be under any obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of the Shares, the Depositary
Shares or the Receipts which in its opinion may involve it in expense or
liability unless indemnity satisfactory to it against all expense and liability
be furnished as often as may be required.
Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company shall be liable for any action or any failure to act by it in
reliance upon the written advice of legal counsel or accountants, or
information from any person presenting Shares for deposit, any holder of a
Receipt or any other person believed by it in good faith to be competent to
give such information. The Depositary, any Depositary's Agent, any Registrar
and the Company may each rely and shall each be protected in acting upon any
written notice, request, direction or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.
The Depositary shall not be responsible for any failure to carry out
any instruction to vote any of the Shares or for the manner or effect of any
such vote, as long as any such action or nonaction is in good faith. The
Depositary undertakes, and any Registrar shall be required
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to undertake, to perform such duties and only such duties as are specifically
set forth in this Agreement, and no implied covenants or obligations shall be
read into this Agreement against the Depositary or any Registrar. The
Depositary will indemnify the Company against any liability which may arise out
of acts performed or omitted by the Depositary or its agents due to its or
their negligence or bad faith. The Depositary, the Depositary's Agents, and
Registrar and the Company may own and deal in any class of securities of the
Company and its affiliates and in Receipts. The Depositary may also act as
transfer agent or registrar or any of the securities of the Company and its
affiliates.
Section 5.4. Resignation and Removal of the Depositary;
Appointment of Successor Depositary. The Depositary may at any time resign as
Depositary hereunder by notice of its election so to do delivered to the
Company, such resignation to take effect upon the appointment of a successor
depositary and its acceptance of such appointment as hereinafter provided.
The Depositary may at any time be removed by the Company by notice of
such removal delivered to the Depositary, such removal to take effect only upon
the appointment of a successor Depositary and its acceptance of such
appointment as hereinafter provided.
In case the Depositary acting hereunder shall at any time resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$5,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the
resigning or removed Depositary may petition any court of competent
jurisdiction for the appointment of a successor Depositary. Every successor
Depositary shall execute and deliver to its predecessor and to the Company an
instrument in writing accepting its appointment hereunder, and thereupon such
successor Depositary, without any further act or deed, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
and for all purposes shall be the Depositary under this Deposit Agreement, and
such predecessor, upon payment of all sums due it and on the written request of
the Company, shall execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all rights, title and interest in the Shares and
any moneys or property held hereunder to such successor and shall deliver to
such successor a list of the Record Holders of all outstanding Receipts. Any
successor Depositary shall promptly mail notice of its appointment to the
Record Holders of Receipts.
Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof
shall not be required hereunder. Such successor Depositary may authenticate
the Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.
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Section 5.5. Corporate Notices and Reports. The Company agrees
that it will transmit to the Record Holders of Receipts, in each case at the
address furnished to it pursuant to Section 4.8, all notices and reports
(including without limitation financial statements) required by law, the rules
of any national securities exchange upon which the Shares, the Depositary
Shares or the Receipts are listed or by the Company's Articles of Incorporation
(including the Articles of Amendment) to be furnished by the Company to holders
of Shares. Such transmission will be at the Company's expense and the Company
will provide the Depositary, on or prior to the first date on which the Company
gives or mails such documents, with such number of copies of such documents as
the Depositary may reasonably request or as may be necessary to effect such
transmission. In addition, the Depositary will transmit to the Record Holders
of Receipts (at the Company's expense) such other documents as may be requested
by the Company.
Section 5.6. Indemnification by the Company. The Company shall
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any loss, liability or expense (including the
costs and expenses of defending itself) which may arise out of (i) acts
performed or omitted in connection with this Deposit Agreement and the Receipts
(a) by the Depositary, any Registrar or any of their respective agents
(including any Depositary's Agent), except for any liability arising out of
negligence or bad faith on the respective parts of any such person or persons,
or (b) by the Company or any of its agents, or (ii) the offer, sale or
registration of the Receipts or the Shares pursuant to the provisions hereof.
Section 5.7. Charges and Expenses. The Company shall pay all
transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements. The Company shall pay all charges of
the Depositary in connection with the initial deposit of the Shares and the
initial issuance of the Depositary Shares, and redemption of the Shares at the
option of the Company. All other transfer and other taxes and governmental
charges shall be at the expense of holders of Depositary Shares. If, at the
request of a holder of Receipts, the Depositary incurs charges or expenses for
which it is not otherwise liable hereunder, such holder will be liable for such
charges and expenses. All other charges and expenses of the Depositary and any
Depositary's Agent hereunder and of any Registrar (including, in each case,
fees and expenses of counsel) incident to the performance of their respective
obligations hereunder will be paid upon consultation and agreement between the
Depositary and the Company as to the amount and nature of such charges and
expenses. The Depositary shall present its statement for charges and expenses
to the Company once every three months or at such other intervals as the
Company and Depositary may agree.
Section 5.8. Retention of Depositary Documents. Subject to
Section 2.8, the Depositary is authorized to destroy those documents, records,
bills and other data compiled during the term of this Deposit Agreement at the
times permitted by law but in no event less than two years unless the Company
requests that such papers be retained for a longer period
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or turned over to the Company or to a successor Depositary.
ARTICLE VI.
Amendment and Termination
Section 6.1. Amendment. The form of the Receipts and any
provisions of this Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Depositary in any respect
which they may deem necessary or desirable; provided, however, that no such
amendment which shall materially and adversely alter the rights of the holders
of Receipts shall be effective unless such amendment shall have been approved
by the holders of at least a majority of the Depositary Shares then
outstanding. Every holder of any outstanding Receipt at the time any such
amendment becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby.
Section 6.2. Termination. This Deposit Agreement may be
terminated by the Company or the Depositary only after (i) all outstanding
Depositary Shares shall have been redeemed pursuant to Section 2.3 and all
accumulated and unpaid dividends on the Stock represented by Depositary Shares,
together with all other moneys and property, if any, to which holders of
Depositary Receipts are entitled under the Receipts and this Deposit Agreement,
shall have been paid or distributed as provided herein or provision therefor
duly made or (ii) there shall have been made a final distribution in respect of
the Shares in connection with any liquidation, dissolution or winding up of the
Company and such distribution shall have been distributed to the holders of
Depositary Shares pursuant to Section 4.1 or 4.2, as applicable.
Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, any Depositary's Agent and any Registrar under
Section 5.6 and 5.7.
ARTICLE VII.
Miscellaneous
Section 7.1. Counterparts. This Deposit Agreement may be executed
in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument.
Section 7.2. Exclusive Benefit of Parties. The Deposit Agreement
is for the exclusive benefit of the parties hereto, and their respective
successors hereunder, and shall not be deemed to given any legal or equitable
right, remedy or claim to any other person whatsoever.
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Section 7.3 Invalidity of Provisions. In case any one or more of
the provisions contained in this Deposit Agreement or in the Receipts should be
or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or
therein shall in no way be affected, prejudiced or disturbed thereby.
Section 7.4. Notices. Any and all notices to be given to the
Company hereunder or under the Receipts shall be in writing and shall be deemed
to have been duly given if delivered by courier or sent by mail, addressed to
the Company at 0000 Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxx 00000, to the attention
of the Treasurer, or at any other address of which the Company shall have
notified the Depositary in writing.
Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
delivered by courier or sent by mail, addressed to the Depositary at the
Depositary's Office, at __________________________, or at any other address of
which the Depositary shall have notified the Company in writing.
Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if delivered by courier or sent by mail, addressed to such
record holder at the address of such record holder as it appears on the books
of the Depositary, or if such holder shall have filed with the Depositary a
written request that notices intended for such holder be mailed to some other
address, at the address designated in such request.
Delivery of a notice sent by mail shall be deemed to be effected at
the time when a duly addressed letter is deposited, postage prepaid, in a post
office letter box. The Depositary or the Company may, however, act upon any
facsimile or other electronic transmission message received by it from the
other or from any holder of a Receipt, notwithstanding that such facsimile or
other electronic transmission message shall subsequently be confirmed by letter
or courier delivery.
Section 7.5. Depositary's Agents. The Depositary may from time to
time appoint depositary's agents ("Depositary's Agents") to act in any respect
for the Depositary for the purposes of this Deposit Agreement and may at any
time appoint additional Depositary's Agent and vary or terminate the
appointment of such Depositary's Agents. The Depositary will notify the
Company of any such action.
Section 7.6. Holders of Receipts Are Parties. The holders of
Receipts from time to time shall be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions hereof and of the Receipts by
acceptance of delivery thereof.
Section 7.7. Governing Law. This deposit agreement and the
receipts and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by, and construed in accordance with, the laws of the
State of [New York].
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Section 7.8. Inspection of Deposit Agreement. Copies of this
Deposit Agreement shall be filed with the Depositary and the Depositary's
Agents and shall be open to inspection during business hours at the
Depositary's Office and the respective offices of the Depositary's Agents, if
any, by any holder of a Receipt.
Section 7.9. Headings. The headings of articles and sections in
this Deposit Agreement and in the form of the Receipt set forth in Exhibit A
hereto have been inserted for convenience only and are not to be regarded as a
part of this Deposit Agreement or the Receipts or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.
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IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof
Attested by: UNITED COMPANIES FINANCIAL
CORPORATION
____________________________________ By _________________________________
______________Secretary ____________Vice President
[Seal]
Attested by: ____________________________________
[DEPOSITARY]
____________________________________ By _________________________________
______________Secretary Authorized Officer
Title:_______________________________
[Seal]
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EXHIBIT A
UNITED COMPANIES FINANCIAL CORPORATION
[FORM OF FACE OF RECEIPT]
TEMPORARY RECEIPT - Exchangeable for Definitive Engraved Receipt
When Ready for Delivery
NUMBER ____ DEPOSITARY SHARES
CERTIFICATE FOR [NOT MORE THAN] _________ DEPOSITARY SHARES
TDR- ____
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
REPRESENTING PREFERRED STOCK, SERIES ____ OF
UNITED COMPANIES FINANCIAL CORPORATION
[CUSIP ___________]
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR
THE STATE OF LOUISIANA CERTAIN DEFINITIONS
___________________________, as Depositary (the "Depositary"), hereby certifies
that ______________________________ is the registered owner of _______
DEPOSITARY SHARES ("Depositary Shares"), each Depositary Share representing
[specify fraction] of one share of Preferred Stock, Series ___ (the "Shares"),
of United Companies Financial Corporation, a Louisiana corporation (the
"Company"), on deposit with the Depositary, subject to the terms and entitled
to the benefits of the Deposit Agreement dated as of ___________, 19___ (the
"Deposit Agreement"), between the Company and the Depositary. By accepting
this Depositary Receipt the holder hereof becomes a party to and agrees to be
bound by all the terms and conditions of the Deposit Agreement. [The Shares
and Depositary Shares are redeemable on and after ____________________, 19___,
at the option of the Company.] This Depositary Receipt shall not be valid or
obligatory for any purpose or entitled to any benefits under the Deposit
Agreement unless it shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if executed in facsimile by the
Depositary, countersigned by a Registrar in respect of the Depositary Receipts
by the manual signature of a duly authorized officer thereof.
Dated: Countersigned:
______________________ ______________________ [ ________________ ]
Depositary Registrar Transfer Agent
By: __________________ By: __________________ [ By: _____________ ]
Authorized Officer Authorized Officer Authorized Officer
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[FORM OF REVERSE OF RECEIPT]
UNITED COMPANIES FINANCIAL CORPORATION
UNITED COMPANIES FINANCIAL CORPORATION WILL, UPON REQUEST, FURNISH ANY
HOLDER OF A RECEIPT WITHOUT CHARGE A COPY OF THE DEPOSIT AGREEMENT AND A COPY
OF THE PORTIONS OF THE ARTICLES OF AMENDMENT OR RESOLUTIONS CONTAINING THE
DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ALL SHARES AND
ANY CLASS OR SERIES THEREOF. [ANY SUCH REQUEST IS TO BE ADDRESSED TO THE
TRANSFER AGENT NAMED ON THE FACE OF THIS RECEIPT.]
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face
of this Receipt, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian_________
(Cust) (Minor)
TEN ENT - as tenants by the Under Uniform Gifts to Minors Act
entireties __________________________
(State)
JT TEM - as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list
For value received, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
_______________________________________________________________________________
(Please print or typewrite name and address; including postal zip code of
Assignee)
______________________________________________________________________Depositary
Shares represented by the within receipt, and do hereby irrevocably constitute
and appoint ____________________________________ Attorney to transfer the said
Depositary Shares on the books of the within-named Depositary with full power
of substitution in the premises.
Date: ________________ ___________________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
this Receipt in every particular, without alteration
or enlargement or any change whatever.
Signature Guaranteed: ____________________________________________________
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