0001144204-08-055272 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • September 30th, 2008 • Matsushita Electric Industrial Co LTD • Electronic & other electrical equipment (no computer equip) • New York

AMENDMENT NO. 1 dated as of October 1, 2008 (the "Amendment") to the Amended and Restated Deposit Agreement dated as of December 11, 2000 (the "Deposit Agreement"), among Panasonic Corporation (fka Matsushita Electric Industrial Co., Ltd.) (the "Company"), incorporated under the laws of Japan, 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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