0001193805-09-002038 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • October 26th, 2009 • JPMorgan Chase Bank, N.A. - ADR Depositary • Insurance agents, brokers & service • New York

AMENDMENT NO. 1 dated as of October 26, 2009 (the "Amendment") to the Deposit Agreement dated as of November 3, 2000 (as amended from time to time, the "Deposit Agreement") among Allianz SE, a European Company (or Societas Europaea) incorporated in the Federal Republic of Germany and organized under the laws of the Federal Republic of Germany and the European Union, and its successors (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs") issued thereunder.

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