0001193805-10-000382 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • February 10th, 2010 • Deutsche Bank Trust Co Americas/ ADR Group • American depositary receipts

AMENDMENT NO. 1, dated as of February 10, 2010 (the “Amendment”), to the Deposit Agreement, dated as of January 29, 2010 (the "Deposit Agreement"), by and among (i) Daiwa Securities Group Inc., a company incorporated under the laws of Japan, and its successors (the "Company"), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the "Depositary"), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder.

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