ROCHE HOLDING LTD AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Second Amended and Restated Deposit Agreement Dated as of December 19, 2008Deposit Agreement • December 9th, 2008 • Roche Holding LTD • American depositary receipts • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of December 19, 2008 (the "Deposit Agreement") among ROCHE HOLDING LTD and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.
