0001144204-06-025769 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • June 22nd, 2006 • Canon Inc • Photographic equipment & supplies • New York

AMENDMENT NO. 1 dated as of , 2006 (the "Amendment") to the Amended and Restated Deposit Agreement dated as of March 16, 1998 (the "Original Deposit Agreement" and, as so amended, the "Deposit Agreement"), among Canon Inc., incorporated under the laws of Japan (the "Company"), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts ("ADRs") issued thereunder.

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