0001019155-04-000284 Sample Contracts

SEGA SAMMY HOLDINGS INC. AND SAMMY CORPORATION AND SEGA CORPORATION AND
Deposit Agreement • October 1st, 2004 • Sega Sammy Holdings Inc. • American depositary receipts • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of __________, 2004 among SEGA SAMMY HOLDINGS INC., incorporated under the laws of Japan (herein called the “Issuer”), SAMMY CORPORATION, incorporated under the laws of Japan (herein called “Sammy”), SEGA CORPORATION, incorporated under the laws of Japan (herein called “SEGA”), and THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

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Exhibit A to Deposit Agreement
Deposit Agreement • October 1st, 2004 • Sega Sammy Holdings Inc. • American depositary receipts

UPON SURRENDER OF THIS RECEIPT, AS A RESULT OF, AND TO THE EXTENT REQUIRED BY, THE OPERATION OF THE JAPANESE COMMERCIAL CODE, THE DEPOSITARY WILL EFFECT THE DELIVERY TO THE OWNER HEREOF, OF SHARES OF SEGA SAMMY HOLDINGS INC. REPRESENTED BY THE AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY ONLY IN 100 SHARES (OR SUCH OTHER NUMBER OF SHARES AS THE ARTICLES OF INCORPORATION OF SEGA SAMMY HOLDINGS INC. MAY PROVIDE AS A "UNIT OF SHARES" FOR THE PURPOSE OF THE JAPANESE COMMERCIAL CODE, AS SUCH ARTICLES OF INCORPORATION MAY BE AMENDED FROM TIME TO TIME) OR AN INTEGRAL MULTIPLE THEREOF.

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