USF&G CORPORATION,
( ), As Depositary
AND
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
DEPOSIT AGREEMENT
Dated as of ( )
TABLE OF CONTENTS
Page
ARTICLE I
Definitions .............................................1
ARTICLE II
Form of Receipts, Deposit of Stock,
Execution and Delivery, Transfer
Surrender and Redemption of Receipts
SECTION 2.01. Form and Transfer of Receipts............2
SECTION 2.02. Deposit of Stock; Execution and
Delivery of Receipts in Respect
Thereof................................4
SECTION 2.03. Registration of Transfer of Receipts.....5
SECTION 2.04. Split-ups and Combinations of Receipts;
Surrender of Receipts and Withdrawal
of Stock...............................5
SECTION 2.05. Limitations on Execution and Delivery,
Transfer, Surrender and Exchange
of Receipts............................6
SECTION 2.06. Lost Receipts, etc.......................7
SECTION 2.07. Cancellation and Destruction of
Surrendered Receipts...................7
SECTION 2.08. Redemption of Stock......................7
ARTICLE III
Certain Obligations of
Holders of Receipts and the Company
SECTION 3.01. Filing Proofs, Certificates and
Other Information......................9
SECTION 3.02. Payment of Taxes or Other Governmental
Charges................................9
SECTION 3.03. Warranty as to Stock.....................10
ARTICLE IV
The Deposited Securities; Notices
SECTION 4.01. Cash Distributions.......................10
SECTION 4.02. Distributions Other than Cash, Rights,
Preferences or Privileges..............10
Page
SECTION 4.03. Subscription Rights, Preferences or
Privileges.............................11
SECTION 4.04. Notice of Dividends, etc.; Fixing Record
Date for Holders of Receipts...........12
SECTION 4.05. Voting Rights............................12
SECTION 4.06. Changes Affecting Deposited
Securities and Reclassifications,
Recapitalizations, etc.................13
SECTION 4.07. Delivery of Reports......................14
SECTION 4.08. Lists of Receipt Holders.................14
ARTICLE V
The Depositary, the Depositary's
Agents, the Registrar and the Company
SECTION 5.01. Maintenance of Offices, Agencies and
Transfer Books by the Depositary;
Registrar..............................14
SECTION 5.02. Prevention of or Delay in Performance
by the Depositary, the Depositary's
Agents, the Registrar or the Company...15
SECTION 5.03. Obligation of the Depositary, the
Depositary's Agents, the Registrar
and the Company........................16
SECTION 5.04. Resignation and Removal of the
Depositary; Appointment of Successor
Depositary.............................18
SECTION 5.05. Corporate Notices and Reports............19
SECTION 5.06. Indemnification by the Company...........19
SECTION 5.07. Charges and Expenses.....................19
SECTION 5.08. Tax Compliance...........................20
ARTICLE VI
Amendment and Termination
SECTION 6.01. Amendment................................20
SECTION 6.02. Termination..............................21
ARTICLE VII
Miscellaneous
SECTION 7.01. Counterparts.............................22
SECTION 7.02. Exclusive Benefit of Parties.............22
SECTION 7.03. Invalidity of Provisions.................22
SECTION 7.04. Notices..................................22
SECTION 7.05. Appointment of Registrar.................23
SECTION 7.06. Holders of Receipts are Parties..........23
SECTION 7.07. Governing Law............................23
SECTION 7.08. Inspection of Deposit Agreement..........23
SECTION 7.09. Headings.................................24
Form of Depositary Shares
Form of Face of Receipt..................................A-1
Form of Reverse of Receipt...............................A-3
DEPOSIT AGREEMENT, dated as of ( ) among
USF&G CORPORATION, a Maryland corporation, (the "Company"), (
), a ( ) (the
"Depositary"), and the holders from time to time of the
Receipts described herein.
WHEREAS, it is desired to provide, as hereinafter set
forth in this Deposit Agreement, for the deposit of shares of (
% Preferred Stock) of the Company with the Depositary
for the purposes set forth in this Deposit Agreement and for
the issuance hereunder of Receipts evidencing Depositary Shares
in respect of the Stock so deposited; and
WHEREAS, the Receipts are to be substantially in the
form of Exhibit A annexed hereto, with appropriate insertions,
modifications and omissions, as hereinafter provided in this
Deposit Agreement;
NOW, THEREFORE, in consideration of the promises
contained herein, the parties hereto agree as follows:
ARTICLE I
Definitions
The following definitions shall, for all purposes,
unless otherwise indicated, apply to the respective terms used
in this Deposit Agreement:
"Articles" shall mean the Articles Supplementary of the Company
filed with the Maryland Department of Assessments and Taxation establishing
the Stock as a series of preferred stock of the Company.
"Deposit Agreement" shall mean this Deposit Agreement,
as amended or supplemented from time to time.
"Depositary" shall mean (
)
, and any successor as Depositary hereunder.
"Depositary Shares" shall mean Depositary Shares, each
representing ( ) of a share of Stock and evidenced by a
Receipt.
"Depositary's Agent" shall mean an agent appointed by
the Depositary pursuant to Section 5.01 and shall include the
Registrar if such Registrar is not the Depositary.
"Depositary's Office" shall mean the principal office
of the Depositary, at which at any particular time its
depositary receipt business shall be administered.
"Receipt" shall mean one of the Depositary Receipts,
substantially in the form set forth as Exhibit A hereto, issued
hereunder, whether in definitive or temporary form and
evidencing the number of Depositary Shares held of record by
the record holder of such Depositary Shares.
"Record holder" or "holder" as applied to a Receipt
shall mean the person in whose name a Receipt is registered on
the books of the Depositary maintained for such purpose.
"Registrar" shall mean the Depositary or such other
bank or trust company which shall be appointed to register
ownership and transfers of Receipts as herein provided.
"Securities Act" shall mean the Securities Act of
1933, as amended.
"Stock" shall mean shares of the Company's ( %
Preferred Stock, $50.00 par value per share).
ARTICLE II
Form of Receipts, Deposit of Stock,
Execution and Delivery, Transfer,
Surrender and Redemption of Receipts
SECTION 2.01. Form and Transfer of Receipts.
Definitive Receipts shall be engraved or printed or
lithographed on steel-engraved borders, with appropriate
insertions, modifications and omissions, as hereinafter
provided, if required by any securities exchange on which the
Receipts are listed. Pending the preparation of definitive
Receipts or if definitive Receipts are not required by any
securities exchange on which the Receipts are listed, the
Depositary, upon the written order of the Company or any holder
of Stock, as the case may be, delivered in compliance with
Section 2.02, shall execute and deliver temporary Receipts
which are printed, lithographed, typewritten, mimeographed or
otherwise substantially of the tenor of the definitive Receipts
in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as
the persons executing such Receipts may determine, as evidenced
by their execution of such Receipts. If temporary Receipts are
issued, the Company and the Depositary will cause definitive
Receipts to be prepared without unreasonable delay. After the
preparation of definitive Receipts, the temporary Receipts
shall be exchangeable for definitive Receipts upon surrender of
the temporary Receipts at the Depositary's Office or at such
other place or places as the Depositary shall determine,
without charge to the holder. Upon surrender for cancellation
of any one or more temporary Receipts, the Depositary shall
execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as
represented by the surrendered temporary Receipt or Receipts.
Such exchange shall be made at the Company's expense and
without any charge to the holder therefor. Until so exchanged,
the temporary Receipts shall in all respects be entitled to the
same benefits under this Agreement, and with respect to the
Stock, as definitive Receipts.
Receipts shall be executed by the Depositary by the
manual signature of a duly authorized officer of the
Depositary; provided, that such signature may be a facsimile if
a Registrar for the Receipts (other than the Depositary) shall
have been appointed and such Receipts are countersigned by a
manual signature of a duly authorized officer of the Registrar.
No Receipt shall be entitled to any benefits under this
Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly
authorized officer of the Depositary or, if a Registrar for the
Receipts (other than the Depositary) shall have been appointed,
by manual or facsimile signature of a duly authorized officer
of the Depositary and countersigned, manually, by a duly
authorized officer of such Registrar. The Depositary shall
record on its books each Receipt so signed and delivered as
hereinafter provided.
Receipts shall be in denominations of any number of
whole Depositary Shares. The Company shall deliver to the
Depositary from time to time such quantities of Receipts as the
Depositary may request to enable the Depositary to perform its
obligations under this Deposit Agreement.
Receipts may be endorsed with or have incorporated in
the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Deposit Agreement as
may be required by the Depositary or required to comply with
any applicable law or any regulation thereunder or with the
rules and regulations of any securities exchange upon which the
Stock, the Depositary Shares or the Receipts may be listed or
to conform with any usage with respect thereto, or to indicate
any special limitations or restrictions to which any particular
Receipts are subject.
Title to Depositary Shares evidenced by a Receipt,
which is properly endorsed or accompanied by a properly
executed instrument of transfer, shall be transferable by
delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt
shall be registered on the books of the Depositary as provided
in Section 2.03, the Depositary may, notwithstanding any notice
to the contrary, treat the record holder thereof at such time
as the absolute owner thereof for the purpose of determining
the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit
Agreement and for all other purposes.
SECTION 2.02. Deposit of Stock; Execution and
Delivery of Receipts in Respect Thereof. Subject to the terms
and conditions of this Deposit Agreement, the Company or any
holder of Stock may from time to time deposit shares of the
Stock under this Deposit Agreement by delivery to the
Depositary of a certificate or certificates for the Stock to be
deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or
endorsement, in form satisfactory to the Depositary, together
with all such certifications as may be required by the
Depositary in accordance with the provisions of this Deposit
Agreement, and together with a written order of the Company or
such holder, as the case may be, directing the Depositary to
execute and deliver to, or upon the written order to, the
person or persons stated in such order a Receipt or Receipts
for the number of Depositary Shares representing such deposited
Stock.
Deposited Stock shall be held by the Depositary at the
Depositary's Office or at such other place or places as the
Depositary shall determine.
Upon receipt by the Depositary of a certificate or
certificates for Stock deposited in accordance with the
provisions of this Section, together with the other documents
required as above specified, and upon recordation of the Stock
on the books of the Company in the name of the Depositary or
its nominee, the Depositary, subject to the terms and
conditions of this Deposit Agreement, shall execute and
deliver, to or upon the order of the person or persons named in
the written order delivered to the Depositary referred to in
the first paragraph of this Section, a Receipt or Receipts for
the whole number of Depositary Shares representing the Stock so
deposited and registered in such name or names as may be
requested by such person or persons. The Depositary shall
execute and deliver such Receipt or Receipts at the
Depositary's Office or such other offices, if any, as the
Depositary may designate. Delivery at other offices shall be
at the risk and expense of the person requesting such delivery.
SECTION 2.03. Registration of Transfer of Receipts.
Subject to the terms and conditions of this Deposit Agreement,
the Depositary shall register on its books from time to time
transfers of Receipts upon any surrender thereof by the holder
in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer.
Thereupon, the Depositary shall execute a new Receipt or
Receipts evidencing the same aggregate number of Depositary
Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon
the order of the person entitled thereto.
SECTION 2.04. Split-ups and Combinations of Receipts;
Surrender of Receipts and Withdrawal of Stock. Upon surrender
of a Receipt or Receipts at the Depositary's Office or at such
other offices as it may designate for the purpose of effecting
a split-up or combination of such Receipt or Receipts, and
subject to the terms and conditions of this Deposit Agreement,
the Depositary shall execute and deliver a new Receipt or
Receipts in the authorized denomination or denominations
requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered, provided,
however, that the Depositary shall not issue any Receipt
evidencing a fractional Depositary Share.
Any holder of a Receipt or Receipts representing any
number of whole shares of Stock may (unless the related
Depositary Shares have previously been called for redemption)
withdraw the Stock and all money and other property, if any,
represented thereby by surrendering such Receipt or Receipts,
at the Depositary's Office or at such other offices as the
Depositary may designate for such withdrawals. Thereafter,
without unreasonable delay, the Depositary shall deliver to
such holder or to the person or persons designated by such
holder as hereinafter provided, the number of whole shares of
Stock and all money and other property, if any, represented by
the Receipt or Receipts so surrendered for withdrawal, but
holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive
Depositary Shares therefor. If a Receipt delivered by the
holder to the Depositary in connection with such withdrawal
shall evidence a number of Depositary Shares representing the
number of whole shares of Stock to be so withdrawn, the
Depositary shall at the same time, in addition to such number
of whole shares of Stock and such money and other property, if
any, to be so withdrawn, deliver to such holder, or upon his
order, a new Receipt evidencing such excess number of
Depositary Shares, provided, however, that the Depositary shall
not issue any Receipt evidencing a fractional Depositary Share.
Delivery of the Stock and money and other property being
withdrawn may be made by the delivery of such certificates,
documents of title and other instruments as the Depositary may
deem appropriate which, if required by the Depositary shall be
properly endorsed or accompanied by proper instruments of
transfer.
If the Stock and the money and other property being
withdrawn are to be delivered to a person or persons other than
the record holder of the Receipt or Receipts being surrendered
for withdrawal of Stock, such holders shall execute and deliver
to the Depositary a written order so directing the Depositary
and the Depositary may require that the Receipt or Receipts
surrendered by such holder for withdrawal of such shares of
Stock be properly endorsed in blank or accompanied by a
properly executed instrument of transfer in blank.
Delivery of the Stock and the money and other
property, if any, represented by Receipts surrendered for
withdrawal shall be made by the Depositary at the Depositary's
Office, except that, at the request, risk and expense of the
holder surrendering such Receipt or Receipts and for the
account of the holder thereof, such delivery may be made at
such other place as may be designated by such holder.
SECTION 2.05. Limitations on Execution and Delivery,
Transfer, Surrender and Exchange of Receipts. As a condition
precedent to the execution and delivery, registration of
transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the Depositary's Agents or the
Company may require payment to it of a sum sufficient for the
payment (or, in the event that the Depositary or the Company
shall have made such payment, the reimbursement to it) of any
charges or expenses payable by the holder of a Receipt pursuant
to Sections 3.02 and 5.07, may require the production of
evidence satisfactory to it as to the identity and genuineness
of any signature and may also require compliance with such
regulations, if any, as the Depositary or the Company may
establish consistent with the provisions of this Deposit
Agreement.
The deposit of Stock may be refused, the delivery of
Receipts against Stock may be suspended, the registration of
transfer of Receipts may be refused and the registration of
transfer, surrender or exchange of outstanding Receipts may be
suspended (i) during any period when the register of
stockholders of the Company is closed, (ii) if any such action
is deemed necessary or advisable by the Depositary, any of the
Depositary's Agents or the Company at any time or from time to
time because of any requirement of law or of any government or
governmental body or commission or under any provision of this
Deposit Agreement or (iii) with the approval of the Company,
for any other reason.
SECTION 2.06. Lost Receipts, etc. In case any
Receipt shall be mutilated, destroyed, lost or stolen, the
Depositary in its discretion may execute and deliver a Receipt
of like form and tenor in exchange and substitution for such
mutilated Receipt, or in lieu of and in substitution for such
destroyed, lost or stolen Receipt, upon (i) the filing by the
holder thereof with the Depositary of evidence satisfactory to
the Depositary of such destruction or loss or theft of such
Receipt, of the authenticity thereof and of his or her
ownership thereof, (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it and (iii) the
payment of any expense (including fees, charges and expenses of
the Depositary) in connection with such execution and delivery.
SECTION 2.07. Cancellation and Destruction of
Surrendered Receipts. All Receipts surrendered to the
Depositary or any Depositary's Agent shall be cancelled by the
Depositary. Except as prohibited by applicable law or
regulation, the Company is authorized to destroy all Receipts
so cancelled.
SECTION 2.08. Redemption of Stock. Whenever the
Company shall be permitted and shall elect to redeem shares of
Stock in accordance with the provisions of the Articles, it
shall (unless otherwise agreed to in writing with the
Depositary) give or cause to be given to the Depositary not
less than 3O days' and not more than 60 days' notice of the
date of such proposed redemption of Stock and of
the number of such shares held by the Depositary to be so
redeemed and the applicable redemption price, as set forth in
the Articles, which notice shall be accompanied by Articles
from the Company stating that such redemption of Stock is in
accordance with the provisions of the Articles. On the date of
such redemption, provided that the Company shall then have paid
or caused to be paid in full to the Depositary the redemption
price of the Stock to be redeemed, plus an amount equal to any
accrued and unpaid dividends thereon to the date fixed for
redemption, in accordance with the provisions of the Articles,
the Depositary shall redeem the number of Depositary Shares
representing such Stock. The Depositary shall mail notice of
the Company's redemption of Stock and the proposed simultaneous
redemption of the number of Depositary Shares representing the
Stock to be redeemed by first class mail, postage prepaid, not
less than 2O and not more than 50 days prior to the date fixed
for redemption of such Stock and Depositary Shares (the
"Redemption Date") to the record holders of the Receipts
evidencing the Depositary Shares to be so redeemed, at the
address of such holders as they appear on the records of the
Depositary; but neither failure to mail any such notice of
redemption of Depositary Shares to one or more such holders nor
any defect in any notice of redemption of Depositary Shares to
one or more such holders shall affect the sufficiency of the
proceedings for redemption as to the other holders. The
Company will provide the Depositary with the information
necessary for the Depositary to prepare such notice and each
such notice shall state: (i) the Redemption Date; (ii) the
number of Depositary Shares to be redeemed and, if less than
all the Depositary Shares held by any such holder are to be
redeemed, the number of such Depositary Shares held by such
holder to be so redeemed; (iii) the redemption price; (iv) the
place or places where Receipts evidencing Depositary Shares are
to be surrendered for payment of the redemption price; and (v)
that dividends in respect of the Stock represented by the
Depositary Shares to be redeemed will cease to accrue on such
Redemption Date. In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to
be so redeemed shall be selected by the Depositary by lot or
pro rata (as nearly as may be) or by any other method, in each
case, as determined by the Depositary in its sole discretion to
be equitable.
Notice having been mailed by the Depositary as
aforesaid, from and after the Redemption Date (unless the
Company shall have failed to provide the funds necessary to
redeem the Stock evidenced by the Depositary Shares called for
redemption) (i) dividends on the shares of Stock so called for
redemption shall cease to accrue from and after such date, (ii)
the Depositary Shares being redeemed from such proceeds shall
be deemed no longer to be outstanding, (iii) all rights of the
holders of Receipts evidencing such Depositary shares (except
the right to receive the redemption price) shall, to the extent
of such Depositary Shares, cease and terminate, and (iv) upon
surrender in accordance with such redemption notice of the
Receipts evidencing any such Depositary Shares called for
redemption (properly endorsed or assigned for transfer, if the
Depositary or applicable law shall so require), such Depositary
Shares shall be redeemed by the Depositary at a redemption
price per Depositary Share equal to one-( ) of the
redemption price per share paid with respect to the shares of
Stock plus all money and other property, if any, represented by
such Depositary Shares, including all amounts paid by the
Company in respect of dividends which on the Redemption Date
have accumulated on the shares of Stock to be so redeemed and
have not theretofore been paid.
If fewer than all of the Depositary Shares evidenced
by a Receipt are called for redemption, the Depositary will
deliver to the holder of such Receipt upon its surrender to the
Depositary, together with the redemption payment, a new Receipt
evidencing the Depositary Shares evidenced by such prior
Receipt and not called for redemption.
ARTICLE III
Certain Obligations of
Holders of Receipts and the Company
SECTION 3.01. Filing Proofs, Certificates and Other
Information. Any holder of a Receipt may be required from time
to time to file such proof of residence, or other matters or
other information, to execute such certificates and to make
such representations and warranties as the Depositary or the
Company may reasonably deem necessary or proper. The
Depositary or the Company may withhold the delivery, or delay
the registration of transfer, redemption or exchange, of any
Receipt or the withdrawal or conversion of the Stock
represented by the Depositary Shares evidenced by any Receipt
or the distribution of any dividend or other distribution or
the sale of any rights or of the proceeds thereof until such
proof or other information is filed or such certificates are
executed or such representations and warranties are made.
SECTION 3.02. Payment of Taxes or Other Governmental
Charges. Holders of Receipts shall be obligated to make
payments to the Depositary of certain charges and expenses, as
provided in Section 5.07. Registration of transfer of any
Receipt or any withdrawal of Stock and all money or other
property, if any, represented by the Depositary Shares
evidenced by such Receipt may be refused until any such payment
due is made, and any dividends, interest payments or other
distributions may be withheld or any part of or all the Stock
or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold
for the account of the holder thereof (after attempting by
reasonable means to notify such holder prior to such sale), and
such dividends, interest payments or other distributions or the
proceeds of any such sale may be applied to any payment of such
charges or expenses, the holder of such Receipt remaining
liable for any deficiency.
SECTION 3.03. Warranty as to Stock. The Company
hereby represents and warrants that the Stock, when issued,
will be duly authorized, validly issued, fully paid and
nonassessable. Such representation and warranty shall survive
the deposit of the Stock and the issuance of Receipts.
ARTICLE IV
The Deposited Securities; Notices
SECTION 4.01. Cash Distributions. Whenever the
Depositary shall receive any cash dividend or other cash
distribution on Stock, the Depositary shall, subject to Section
3.01 and 3.02, distribute to record holders of Receipts on the
record date fixed pursuant to Section 4.04 such amounts of such
dividend or distribution as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders; provided,
however, that in case the Company or the Depositary shall be
required to withhold and shall withhold from any cash dividend
or other cash distribution in respect of the Stock an amount on
account of taxes or as otherwise required by law, regulation or
court process, the amount made available for distribution or
distributed in respect of Depositary Shares shall be reduced
accordingly. In the event that the calculation of any such
cash dividend or other cash distribution to be paid to any
record holder on the aggregate number of Depositary Receipts
held by such holder results in an amount which is a fraction of
a cent, the amount the Depositary shall distribute to such
record holder shall be rounded to the next highest whole cent;
and upon request of the Depositary, the Company shall pay the
additional amount to the Depositary for distribution.
SECTION 4.02. Distributions Other than Cash, Rights,
Preferences or Privileges. Whenever the Depositary shall
receive any distribution other than cash, rights, preferences
or privileges upon Stock, the Depositary shall, subject to
Sections 3.01 and 3.02, distribute to record holders of
Receipts on the record date fixed pursuant to Section 4.04 such
amounts of the securities or property received by it as are, as
nearly as practicable, in proportion to the respective numbers
of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution. If in the
opinion of the Depositary such distribution cannot be made
proportionately among such record holders, or if for any other
reason (including any requirement that the Company or the
Depositary withhold an amount on account of taxes) the
Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the
securities or property thus received, or any part thereof, at
such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Sections
3.01 and 3.02, be distributed or made available for
distribution, as the case may be, by the Depositary to record
holders of Receipts as provided by Section 4.01 in the case of
a distribution received in cash.
SECTION 4.03. Subscription Rights, Preferences or
Privileges. If the Company shall at any time offer or cause to
be offered to the persons in whose names Stock is recorded on
the books of the Company any rights, preferences or privileges
to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made
available by the Depositary to the record holders of Receipts
in such manner as the Depositary may determine, either by the
issue to such record holders of warrants representing such
rights, preferences or privileges or by such other method as
may be approved by the Depositary in its discretion with the
approval of the Company; provided, however, that (i) if at the
time of issue or offer of any such rights, preferences or
privileges the Depositary determines that it is not lawful or
(after consultation with the Company) not feasible to make such
rights, preferences or privileges available to holders of
Receipts by the issue of warrants or otherwise, or (ii) if and
to the extent so instructed by holders of Receipts who do not
desire to exercise such rights, preferences or privileges, then
the Depositary, in its discretion (with approval of the
Company, in any case where the Depositary has determined that
it is not feasible to make such rights, preferences or
privileges available), may, if applicable laws or the terms of
such rights, preferences or privileges permit such transfer,
sell such rights, preferences or privileges at public or
private sale, at such place or places and upon such terms as it
may deem proper. The net proceeds of any such sale shall,
subject to Sections 3.01 and 3.02, be distributed by the
Depositary to the record holders of Receipts entitled thereto
as provided by Section 4.01 in the case of a distribution
received in cash.
If registration under the Securities Act of the
securities to which any rights, preferences or privileges
relate is required in order for holders of Receipts to be
offered or sold the securities to which such rights,
preferences or privileges relate, the Company will file
promptly a registration statement pursuant to such Act with
respect to such rights, preferences or privileges and
securities and use its best efforts and take all steps
available to it to cause such registration statement to become
effective sufficiently in advance of the expiration of such
rights, preferences or privileges to enable such holders to
exercise such rights, preferences or privileges. In no event
shall the Depositary make available to the holders of Receipts
any right, preference or privilege to subscribe for or to
purchase any securities unless and until it has received
written notice from the Company that such registration
statement shall have become effective, or that the offering and
sale of such securities to such holders are exempt from
registration under the provisions of the Securities Act and the
Company shall have provided to the Depositary an opinion of
counsel to such effect.
If any other action under the laws of any jurisdiction
or any governmental or administrative authorization, consent or
permit is required in order for such rights, preferences or
privileges to be made available to holders of Receipts, the
Company will use its reasonable best efforts to take such
action or obtain such authorization, consent or permit
sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise
such rights, preferences or privileges.
SECTION 4.04. Notice of Dividends, etc.; Fixing
Record Date for Holders of Receipts. Whenever any cash
dividend or other cash distribution shall become payable or any
distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with
respect to Stock, or whenever the Depositary shall receive
notice of any meeting at which holders of Stock are entitled to
vote or of which holders of Stock are entitled to notice, or
whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a
record date (which shall be the same date as the record date
fixed by the Company with respect to or otherwise in accordance
with the terms of the Stock) for the determination of the
holders of Receipts who shall be entitled to receive such
dividend, distribution, rights, preferences or privileges or
the net proceeds of the sale thereof, or to give instructions
for the exercise of voting rights at any such meeting, or who
shall be entitled to notice of such meeting or for any other
appropriate reasons.
SECTION 4.05. Voting Rights. Upon receipt of notice
of any meeting at which the holders of Stock are entitled to
vote, the Depositary shall, as soon as practicable thereafter,
mail to the record holders of Receipts a notice which shall
contain (i) such information as is contained in such notice of
meeting and (ii) a statement that the holders may, subject to
any applicable restrictions, instruct the Depositary as to the
exercise of the voting rights pertaining to the amount of Stock
represented by their respective Depositary Shares (including an
express indication that instructions may be given to the
Depositary to give a discretionary proxy to a person designated
by the Company) and a brief statement as to the manner in which
such instructions may be given. Upon the written request of
the holders of Receipts on the relevant record date, the
Depositary shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set
forth in such requests, the maximum number of whole shares of
Stock represented by the Depositary Shares evidenced by all
Receipts as to which any particular voting instructions are
received. The Company hereby agrees to take all reasonable
action which may be deemed necessary by the Depositary in order
to enable the Depositary to vote such Stock or cause such Stock
to be voted. In the absence of specific instructions from the
holder of a Receipt, the Depositary will not vote (but, at its
discretion, may appear at any meeting with respect to such
Stock unless directed to the contrary by the holders of all the
Receipts) to the extent of the Stock represented by the
Depositary Shares evidenced by such Receipt.
SECTION 4.06. Changes Affecting Deposited Securities
and Reclassifications, Recapitalizations, etc. Upon any change
in par or stated value or liquidation preference, split-up,
combination or any other reclassification of the Stock, or upon
any recapitalization, reorganization, merger, statutory share exchange or
consolidation affecting the Company or to which it is a party, the
Depositary may in its discretion with the approval of, and shall upon the
instructions of, the Company,
and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the
Company in the fraction of an interest represented by one
Depositary Share in one share of Stock as may be necessary
fully to reflect the effects of such change in par or stated
value or liquidation preference, split-up, combination or other
reclassification of Stock, or of such recapitalization,
reorganization, merger, share exchange or consolidation and
(ii) treat any securities which shall be received by the
Depositary in exchange for or upon conversion of or in respect
of the Stock as new deposited securities so received in
exchange for or upon conversion or in respect of such Stock.
In any such case the Depositary may in its discretion, with the
approval of the Company, execute and deliver additional
Receipts or may call for the surrender of all outstanding
Receipts to be exchanged for new Receipts specifically
describing such new deposited securities. Anything to the
contrary herein notwithstanding, holders of Receipts shall have
the right from and after the effective date of any such change
in par or stated value or liquidation preference, split-up,
combination or other reclassification of the Stock or any such
recapitalization, reorganization, merger, share exchange or consolidation
to surrender such Receipts to the Depositary with instructions to convert,
exchange or surrender the Stock represented thereby only into or for, as
the case may be, the kind and amount of shares of stock and other
securities and property and cash into which the Stock represented by such
Receipts might have been converted or for which such Stock
might have been exchanged or surrendered immediately prior to
the effective date of such transaction.
SECTION 4.07. Delivery of Reports. The Depositary
shall furnish to holders of Receipts any reports and
communications received from the Company which are received by
the Depositary as the holder of Stock.
SECTION 4.08. List of Receipt Holders. Promptly upon
request from time to time by the Company, the Depositary shall
furnish to it a list, as of the most recent practicable date,
of the names, addresses and holdings of Depositary Shares of
all record holders of Receipts. The Company shall be entitled
to receive such list twice annually without charge.
ARTICLE V
The Depositary, the Depositary's
Agents, the Registrar and the Company
SECTION 5.01. Maintenance of Offices, Agencies and
Transfer Books by the Depositary; Registrar. Upon execution of
this Deposit Agreement, the Depositary shall maintain at the
Depositary's Office, facilities for the execution and delivery,
registration and registration of transfer, surrender and
exchange of Receipts, and at the offices of the Depositary's
Agents, if any, facilities for the delivery, registration of
transfer, surrender and exchange of Receipts, all in accordance
with the provisions of this Deposit Agreement.
The Depositary shall keep books at the Depositary's
Office for the registration and registration of transfer of
Receipts, which books during normal business hours shall be
open for inspection by the record holders of Receipts; provided
that any such holder requesting to exercise such right shall
certify to the Depositary that such inspection shall be for a
proper purpose reasonably related to such person's interest as
an owner of Depositary Shares evidenced by the Receipts.
The Depositary may close such books, at any time or
from time to time, when deemed expedient by it in connection
with the performance of its duties hereunder.
The Depositary may, with the approval of the Company,
appoint a Registrar for registration of the Receipts or the
Depositary Shares evidenced thereby. If the Receipts or the
Depositary Shares evidenced thereby or the Stock represented by
such Depositary Shares shall be listed on one or more national
stock exchanges, the Depositary will appoint a Registrar
(acceptable to the Company) for registration of such Receipts
or Depositary Shares in accordance with any requirements of
such exchange. Such Registrar (which may be the Depositary if
so permitted by the requirements of any such exchange) may be
removed and a substitute registrar appointed by the Depositary
upon the request or with the approval of the Company. If the
Receipts, such Depositary Shares or such Stock are listed on
one or more other stock exchanges, the Depositary will, at the
request and at the expense of the Company, arrange such
facilities for the delivery, registration, registration of
transfer, surrender and exchange of such Receipts, such
Depositary Shares or such Stock as may be required by law or
applicable stock exchange regulation.
The Depositary may from time to time appoint
Depositary's Agents to act in any respect for the Depositary
for the purposes of this Deposit Agreement and may at any time
appoint additional Depositary's Agents and vary or terminate
the appointment of such Depositary's Agents. The Depositary
will notify the Company of any such action.
SECTION 5.02. Prevention of or Delay in Performance
by the Depositary, the Depositary's Agents, the Registrar or
the Company. Neither the Depositary nor any Depositary's Agent
nor the Registrar nor the Company shall incur any liability to
any holder of any Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United
States of America or of any other governmental authority or, in
the case of the Depositary, the Depositary's Agent or the
Registrar, by reason of any provision, present or future, of
the Company's Articles of Incorporation or by reason of any act
of God or war or other circumstance beyond the reasonable
control of the relevant party, the Depositary, the Depositary's
Agent, the Registrar or the Company shall be prevented, delayed
or forbidden from, or subjected to any penalty on account of,
doing or performing any act or thing which the terms of this
Deposit Agreement provide shall be done or performed, nor shall
the Depositary, any Depositary's Agent, the Registrar or the
Company incur liability to any holder of a Receipt (i) by
reason of any nonperformance or delay, caused as aforesaid, in
the performance of any act or thing which the terms of this
Deposit Agreement shall provide shall or may be done or
performed, or (ii) by reason of any exercise of, or failure to
exercise, any discretion provided for in this Deposit Agreement
except, in the case of any such exercise or failure to exercise
discretion not caused as aforesaid, if caused by the negligence or willful
misconduct of the party charged with such
exercise or failure to exercise.
SECTION 5.03. Obligation of the Depositary, the
Depositary's Agents, the Registrar and the Company. Neither
the Depositary nor any Depositary's Agent nor the Registrar nor
the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement or any Receipt to
holders of Receipts other than for its negligence,
willful misconduct or bad faith.
Neither the Depositary nor any Depositary's Agent nor
the Registrar nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other
proceeding in respect of the Stock, the Depositary Shares or
the Receipts which in its opinion may involve it in expense or
liability unless indemnity satisfactory to it against all
expense and liability be furnished as often as may be required.
Neither the Depositary nor any Depositary's Agent nor
the Registrar nor the Company shall be liable for any action or
any failure to act by it in reliance upon the written advice of
legal counsel or accountants, or information from any person
presenting Stock for deposit, any holder of a Receipt or any
other person believed by it in good faith to be competent to
give such information. The Depositary, any Depositary's Agent,
the Registrar and the Company may each rely and shall each be
protected in acting upon any written notice, request, direction
or other document believed by it to be genuine and to have been
signed or presented by the proper party or parties.
The Depositary shall not be responsible for any
failure to carry out any instruction to vote any of the shares
of Stock or for the manner or effect of any such vote made, as
long as any such action or non-action is in good faith. The
Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement
against the Depositary or any Registrar. The Depositary will
indemnify the Company and hold it harmless from any loss,
liability or expense (including the reasonable costs and
expenses of defending itself) which may arise out of acts
performed or omitted by the Depositary, including when such
Depositary acts as Registrar, or the Depositary's Agents in
connection with this Agreement due to its or their negligence,
willful misconduct or bad faith. The indemnification
obligations of the Depositary set forth in this Section 5.03
shall survive any termination of this Agreement and any
succession of any Depositary.
The Depositary, its parent, affiliates or
subsidiaries, the Depositary's Agents, and the Registrar may
own, buy, sell and deal in any class of securities of the
Company and its affiliates and in Receipts or Depositary Shares
or become pecuniarily interested in any transaction in which
the Company or its affiliates may be interested or contract
with or lend money to or otherwise act as fully or as freely as
if it were not the Depositary, parent, affiliate or subsidiary
or Depositary's Agent or Registrar hereunder. The Depositary
may also act as trustee, transfer agent or registrar of any of
the securities of the Company and its affiliates.
It is intended that neither the Depositary nor any
Depositary's Agent nor the Registrar, acting as the Depositary
Agent or Registrar, as the case may be, shall be deemed to be
an "issuer" of the securities under the federal securities laws
or applicable state securities laws, it being expressly
understood and agreed that the Depositary, any Depositary's
Agent and the Registrar are acting only in a ministerial
capacity as Depositary or Registrar for the Stock.
Neither the Depositary (or its officers, directors,
employees or agents) nor any Depositary's Agent nor the
Registrar makes any representation or has any responsibility as
to the validity of the registration statement pursuant to which
the Depositary Shares are registered under the Securities Act,
the Stock, the Depositary Shares or the Receipts (except for
its counter-signatures thereon) or any instruments referred to
therein or herein, or as to the correctness of any statement
made therein or herein.
The Depositary assumes no responsibility for the
correctness of the description that appears in the Receipts,
which can be taken as a statement of the Company summarizing
certain provisions of this Deposit Agreement. Notwithstanding
any other provision herein or in the Receipts, the Depositary
makes no warranties or representations as to the validity,
genuineness or sufficiency of any Stock at any time deposited
with the Depositary hereunder or of the Depositary Shares, as
to the validity or sufficiency of this Deposit Agreement, as to
the value of the Depositary Shares or as to any right, title or
interest of the record holders of Receipts in and to the
Depositary Shares. The Depositary shall not be accountable for
the use or application by the Company of the Depositary Shares
or the Receipts or the proceeds thereof.
SECTION 5.04. Resignation and Removal of the
Depositary; Appointment of Successor Depositary. The
Depositary may at any time resign as Depositary hereunder by
delivering notice of its election to do so to the Company, such
resignation to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment as
hereinafter provided.
The Depositary may at any time be removed by the
Company by notice of such removal delivered to the Depositary,
such removal to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment as
hereinafter provided.
In case at any time the Depositary acting hereunder
shall resign or be removed, the Company shall, within 60 days
after the delivery of the notice of resignation or removal, as
the case may be, appoint a successor Depositary, which shall be
a bank or trust company having its principal office in the
United States of America and having a combined capital and
surplus of at least $50,000,000. If no successor Depositary
shall have been so appointed and have accepted appointment
within 60 days after delivery of such notice, the resigning or
removed Depositary may petition any court of competent
jurisdiction for the appointment of a successor Depositary.
Every successor Depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such
successor Depositary, without any further act or deed, shall
become fully vested with all the rights, powers, duties and
obligations of its predecessor and for all purposes shall be
the Depositary under this Deposit Agreement, and such
predecessor, upon payment of all sums due it and on the written
request of the Company, shall execute and deliver an instrument
transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver
all right, title and interest in the Stock and any moneys or
property held hereunder to such successor, and shall deliver to
such successor a list of the record holders of all outstanding
Receipts and such records, books and other information in its
possession relating thereto. Any successor Depositary shall
promptly mail notice of its appointment to the record holders
of Receipts.
Any corporation into or with which the Depositary may
be merged, consolidated or converted shall be the successor of
such Depositary without the execution or filing of any document
or any further act, and notice thereof shall not be required
hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the
name of the successor Depositary.
SECTION 5.05 Corporate Notices and Reports. The
Company agrees that it will deliver to the Depositary, and the
Depositary will, promptly after receipt thereof transmit to the
record holders of Receipts, in each case at the addresses
recorded in the Depositary's books, copies of all notices and
reports (including without limitation financial statements)
required by law or by the rules of any national securities
exchange upon which the Stock, the Depositary Shares or the
Receipts are listed, to be furnished to the record holders of
Receipts or otherwise determine to furnish. Such transmission
will be at the Company's expense and the Company will provide
the Depositary with such number of copies of such documents as
the Depositary may reasonably request.
SECTION 5.06. Indemnification by the Company. The
Company shall indemnify the Depositary, any Depositary's Agent
and the Registrar against, and hold each of them harmless from,
any loss, liability or expense (including the reasonable costs
and expenses of defending itself) which may arise out of acts
performed or omitted in connection with this Agreement and the
Receipts by the Depositary, any Registrar or any of their
respective agents (including any Depositary's Agent), except
for any liability arising out of negligence, willful misconduct
or bad faith on the respective parts of any such person or
persons. The obligations of the Company set forth in this
Section 5.06 shall survive any succession of any Depositary or
Depositary's Agent.
SECTION 5.07. Charges and Expenses. The Company
shall pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary
arrangements. The Company shall pay all charges of the
Depositary in connection with the initial deposit of the Stock
and the initial issuance of the Depositary Shares, all
withdrawals of shares of the Stock by owners of Depositary
Shares, and any redemption or exchange of the Stock at the
option of the Company. All other transfer and other taxes and
governmental charges shall be at the expense of holders of
Depositary Shares. If, at the request of a holder of Receipts,
the Depositary incurs charges or expenses for which it is not
otherwise liable hereunder, such holder will be liable for such
charges and expenses. All other charges and expenses of the
Depositary and any Depositary's Agent hereunder (including, in
each case, reasonable fees and expenses of counsel) incident to
the performance of their respective obligations hereunder will
be paid upon consultation and agreement between the Depositary
and the Company as to the amount and nature of such charges and
expenses. The Depositary shall present its statement for
charges and expenses to the Company at such intervals as the
Company and the Depositary may agree.
SECTION 5.08. Tax Compliance. The Depositary, on its
own behalf and on behalf of the Company will comply with all
applicable certification, information reporting and withholding
(including "backup" withholding) requirements imposed by
applicable tax laws, regulations or administrative practice
with respect to (i) any payments made with respect to the
Depositary Shares or (ii) the issuance, delivery, holding,
transfer, redemption or exercise of rights under the Receipts
or the Depositary Shares. Such compliance shall include,
without limitation, the preparation and timely filing of
required returns and the timely payment of all amounts required
to be withheld to the appropriate taxing authority or its
designated agent.
The Depositary shall comply with any direction
received from the Company with respect to the application of
such requirements to particular payments or holders or in other
particular circumstances, and may for purposes of this
Agreement rely on any such direction in accordance with the
provisions of Section 5.03 hereof.
The Depositary shall maintain all appropriate records
documenting compliance with such requirements, and shall make
such records available on request to the Company or to its
authorized representatives.
ARTICLE VI
Amendment and Termination
SECTION 6.01. Amendment. The form of the Receipts
and any provisions of this Deposit Agreement may at any time
and from time to time be amended by agreement between the
Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such
amendment (other than any change in the fees of any Depositary
or Registrar, which shall go into effect not sooner than three
months after notice thereof to the holders of the Receipts)
which shall materially and adversely alter the rights of the
holders of Receipts shall be effective unless such amendment
shall have been approved by the holders of at least a majority
of the Depositary Shares then outstanding. Every holder of an
outstanding Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Receipt,
to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby.
SECTION 6.02. Termination. This Agreement may be
terminated by the Company or the Depositary only after (i) all
outstanding Depositary Shares have been redeemed pursuant to
Section 2.08 or (ii) there shall have been made a final
distribution in respect of the Stock in connection with any
liquidation, dissolution or winding up of the Company and such
distribution shall have been distributed to the holders of
Depositary Receipts pursuant to Sections 4.01 or 4.02, as
applicable.
If any Receipts shall remain outstanding after the
date of termination of this Deposit Agreement, the Depositary
thereafter shall discontinue the transfer of Receipts, shall
suspend the distribution of dividends to the holders thereof
and shall not give any further notices (other than notice of
such termination) or perform any further acts under this
Deposit Agreement, except that the Depositary shall continue to
collect dividends and other distributions pertaining to Stock,
shall sell rights, preferences or privileges as provided in
this Deposit Agreement and shall continue to deliver the Stock
and any money and other property represented by Receipts upon
surrender thereof by the holders thereof. At any time after
the expiration of two years from the date of termination, the
Depositary may sell Stock then held hereunder at public or
private sale, at such places and upon such terms as it deems
proper and may thereafter hold the net proceeds of any such
sale, together with any money and other property held by it
hereunder, without liability for interest, for the benefit, pro
rata in accordance with their holdings, of the holders of
Receipts that have not theretofore been surrendered. After
making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement except to account for
such net proceeds and money and other property.
Upon the termination of this Deposit Agreement, the
Company shall be discharged from all obligations under this
Deposit Agreement except for its obligations to the Depositary,
the Registrar and any Depositary's Agent under Sections 5.06
and 5.07.
ARTICLE VII
Miscellaneous
SECTION 7.01. Counterparts. This Deposit Agreement
may be executed in any number of counterparts, and by each of
the parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed
an original, but all such counterparts taken together shall
constitute one and the same instrument.
SECTION 7.02. Exclusive Benefit of Parties. This
Deposit Agreement is for the exclusive benefit of the parties
hereto, and their respective successors hereunder, and shall
not be deemed to give any legal or equitable right, remedy or
claim to any other person whatsoever.
SECTION 7.03. Invalidity of Provisions. In case any
one or more of the provisions contained in this Deposit
Agreement or in the Receipts should be or become invalid,
illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein
or therein shall in no way be affected, prejudiced or disturbed
thereby.
SECTION 7.04. Notices. Any and all notices to be
given to the Company hereunder or under the Receipts shall be
in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the
Company at
USF&G Corporation
100 Light Street Baltimore, Maryland 21202
Attention: ( )
Facsimile No.: (410) ( )
or at any other address of which the Company shall have
notified the Depositary in writing.
Any and all notices to be given to the Depositary
hereunder or under the Receipts shall be in writing and shall
be deemed to have been duly given if personally delivered or
sent by mail, or by telegram or facsimile transmission
confirmed by letter, addressed to the Depositary at the
Depositary's Office, at:
( )
Attention: ( )
Facsimile No.: ( )
or at any other address of which the Depositary shall have
notified the Company in writing.
Any and all notices to be given to any record holder
of a Receipt hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to such
record holder at the address of such record holder as it
appears on the books of the Depositary, or if such holder shall
have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at
the address designated in such request.
Delivery of a notice sent by mail or by telegram or
facsimile transmission shall be deemed to be effected at the
time when a duly addressed letter containing the same (or a
confirmation thereof in the case of a telegram or facsimile
transmission) is deposited, postage prepaid, in a post office
letter box. The Depositary or the Company may, however, act
upon any telegram or facsimile transmission received by it from
the other or from any holder of a Receipt, notwithstanding that
such telegram or facsimile transmission shall not subsequently
be confirmed by letter or as aforesaid.
SECTION 7.05. Appointment of Registrar. The Company
hereby also appoints the Depositary as Registrar in respect of
the Receipts and the Depositary hereby accepts such
appointments.
SECTION 7.06. Holders of Receipts Are Parties. The
holders of Receipts from time to time shall be parties to this
Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance of delivery
thereof.
SECTION 7.07. GOVERNING LAW. THIS DEPOSIT AGREEMENT
AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND THEREUNDER AND
PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 7.08. Inspection of Deposit Agreement.
Copies of this Deposit Agreement shall be filed with the
Depositary and the Depositary's Agent and shall be open to
inspection during business hours at the Depositary's Office or
respective offices of the Depositary's Agent, if any, by any
holder of a Receipt.
SECTION 7.09. Headings. The headings of articles and
sections in this Deposit Agreement and in the form of the
Receipt set forth in Exhibit A hereto have been inserted for
convenience only and are not to be regarded as a part of this
Deposit Agreement or the Receipts or to have any bearing upon
the meaning or interpretation of any provision contained herein
or in the Receipts.
IN WITNESS WHEREOF, the Company and the Depositary
have duly executed this Agreement as of the day and year first
above set forth, and all holders of Receipts shall become
parties hereto by and upon acceptance by them of delivery of
Receipts issued in accordance with the terms hereof.
USF&G CORPORATION
Attested by
_________________________ By _________________________
[SEAL]
Attested by
( )
_________________________ By _________________________
[SEAL]
ANNEX A
TEMPORARY RECEIPT EXCHANGEABLE FOR CERTIFICATE FOR
DEFINITIVE ENGRAVED RECEIPT WHEN READY ( )
FOR DELIVERY
DEPOSITORY SHARES
THE DEPOSITARY SHARES REPRESENTED BY THIS TRANSFERABLE
RECEIPT ARE NOT SAVINGS ACCOUNTS, DEPOSITS DEPOSITARY RECEIPT
OR OTHER OBLIGATIONS OF , THE This Certificate is
DEPOSITARY HEREUNDER, OR OF ANY BANK OR transferable in
NON-BANK DEPOSITARY OF USF&G CORPORATION New York, New York
AND ARE NOT INSURED BY THE SAVINGS
ASSOCIATION INSURANCE FUND
OR THE BANK INSURANCE FUND OF THE FEDERAL CUSIP ( )
DEPOSIT INSURANCE CORPORATION, OR ANY SEE REVERSE FOR
OTHER GOVERNMENT AGENCY CERTAIN DEFINITIONS
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
EACH DEPOSITARY SHARE REPRESENTING A
( ) INTEREST IN ONE SHARE OF
( % PREFERRED STOCK)
USF&G CORPORATION
A CORPORATION INCORPORATED
UNDER THE LAWS OF THE STATE OF
MARYLAND
( ), as Depositary (the "Depositary"),
hereby certifies that
is the registered owner of DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing a ( )
interest in one share of ( % Preferred Stock), $50.00 par value per
share, (the "Stock"), of USF&G Corporation, a Maryland corporation
(the "Corporation"), on deposit with the Depositary, subject to the
terms and entitled to the benefits of the Deposit Agreement dated as
of ( ) (the "Deposit Agreement"), between the Corporation and the
Depositary. By accepting this Depositary Receipt, the holder
hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Depositary Receipt shall
not be valid or obligatory for any purpose or be
A-1
entitled to any benefits under the Deposit Agreement unless it
shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if executed in
facsimile by the Depositary, countersigned by a Registrar in
respect of the Depositary Receipts by a duly authorized officer
thereof.
Dated:
Countersigned
( )
Depositary and Registrar
By
Authorized Officer
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USF&G CORPORATION
USF&G CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
RECEIPT-HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT
AND A STATEMENT OR SUMMARY OF THE ARTICLES SUPPLEMENTARY
ESTABLISHING THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIFIED RIGHTS OF
THE ( )% PREFERRED STOCK AND EACH OTHER CLASS OF
PREFERRED STOCK OR SERIES THEREOF WHICH THE CORPORATION IS
AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCE AND/OR RIGHTS. ANY SUCH
REQUEST SHOULD BE ADDRESSED TO USF&G CORPORATION ( ),
100 LIGHT STREET, BALTIMORE, MARYLAND 21202.
The following abbreviations, when used in the inscription
on the face of this Depositary Receipt, shall be construed as
though they were written out in full according to applicable
laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - ______ Custodian ______
(Cust) (Minor)
under Uniform Gifts to
Minors Act___________
(State)
UNIF TRAN MIN ACT - _______ Custodian (until age )
(Cust)
under Uniform Transfers
(Minor)
to Minors Act________________
(State)
Additional abbreviations may also be
used though not in the above list.
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For value received, _____________________ hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
Depositary Shares represented by the
within Depositary Receipt, and do(es) hereby irrevocably
constitute and appoint Attorney to
transfer the said Depositary Shares on the books of the within
named Depositary with full power of substitution in the premises.
Dated__________________________ Signature:
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of this Depositary Receipt
in every particular, without
alteration or enlargement or any
change whatever.
SIGNATURE GUARANTEE
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