0001193805-09-002359 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • November 23rd, 2009 • JPMorgan Chase Bank, N.A. - ADR Depositary • American depositary receipts • New York

AMENDMENT NO. 1, dated as of November 10, 2009 (the "Amendment"), to the Deposit Agreement dated as of March 10, 2004 (as amended hereby, the "Deposit Agreement"), among Kao Corporation, incorporated under the laws of Japan (the "Company"), JPMorgan Chase Bank, N.A. (fka JPMorgan Chase Bank), as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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