0001193805-10-000743 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • March 22nd, 2010 • Deutsche Bank Trust Co Americas/ ADR Group • New York

DEPOSIT AGREEMENT (this “Deposit Agreement”), dated as of March , 2010, by and among (i) Japan Retail Fund Investment Corporation, 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 hereunder (all such capitalized terms as hereinafter defined).

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