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Scott
A. Ziegler, Esq.
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General
Counsel
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
United
States of America
Tel.:
(212) 319-7600
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Siemens
Aktiengesellschaft
Wittelsbacherplatz
2
D-80333
Munich
Federal
Republic of Germany
Tel.:
+49 89 63633370
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per unit(1)
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Proposed
maximum
aggregate
offering price(2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one ordinary share of Siemens
AG
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N/A
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N/A
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N/A
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N/A
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
such Receipts evidencing such American Depositary
Shares.
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Location
in Form of
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Item
Number
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ADR
Filed Herewith
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and
Caption
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as
Prospectus
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1.
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Name
of depositary and
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Face,
introductory paragraph
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address
of its principal
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and
final sentence on face.
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executive
office
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2.
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Title
of ADR and identity
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Face,
top center and
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of
deposited securities
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introductory
paragraph
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Terms
of Deposit
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(i)
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The
amount of deposited
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Face,
upper right corner
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securities
represented by
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and
introductory
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one
unit of ADRs
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paragraph
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(ii)
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The
procedure for voting,
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Reverse,
paragraph (13)
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if
any, the deposited securities
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(iii)
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The
collection and
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Face,
paragraphs (4), (7) and
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distribution
of dividends
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(9);
Reverse, paragraph (11)
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(iv)
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The
transmission of
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Face,
paragraphs (4) and (9)
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notices,
reports and
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Reverse,
paragraph (13)
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proxy
soliciting material
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(v)
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The
sale or exercise of
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Face,
paragraphs (4) and (9);
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rights
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Reverse,
paragraph (11)
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(vi)
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The
deposit or sale of
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Face,
paragraphs (4) and (7);
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securities
resulting from
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Reverse,
paragraphs (11) and
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dividends,
splits or plans
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(14)
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of
reorganization
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(vii)
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Amendment,
extension or
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Reverse,
paragraphs (16)
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termination
of the deposit
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and
(17) (no provision
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agreement
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for
extension)
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(viii)
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Rights
of holders of ADRs
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Face,
paragraph (2)
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to
inspect the transfer books
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of
the Depositary and the
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lists
of holders of ADRs
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(ix)
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Restrictions
upon the right
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Face,
paragraphs (1), (2),
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to
deposit or withdraw the
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(4)
and (7)
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underlying
securities
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(x)
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Limitation
upon the liability
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Reverse,
paragraph (15)
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of
the Depositary and/or the
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Company
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3.
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Description
of all fees and
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Face,
paragraph (9)
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charges
which may be imposed
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directly
or indirectly against
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the
holders of ADRs
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Item
2. AVAILABLE INFORMATION
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Location
in Form of
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Item
Number
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ADR
Filed Herewith
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and
Caption
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as
Prospectus
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2(b)
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Statement
that Siemens Aktiengesellschaft is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and, accordingly,
files certain reports with the Securities and Exchange
Commission
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Face,
paragraph (10)
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(a)(1)
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Form
of Deposit Agreement.
Deposit
Agreement among Siemens Aktiengesellschaft, JPMorgan Chase Bank,
N.A. (fka
Morgan Guaranty Trust Company of New York), as depositary (the
"Depositary"), and all holders from time to time of ADRs issued
thereunder
(the "Deposit Agreement"). Previously filed as an Exhibit to Registration
Statement No. 333-13208 and is incorporated herein by
reference.
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(a)(2)
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Form
of Amendment to Deposit Agreement, including form of
ADR.
Filed herewith as Exhibit
(a)(2)
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(b)
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Any
other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or
the
custody of the deposited securities represented
thereby.
Not Applicable.
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(c)
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Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at
any
time within the last three years.
Not Applicable.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Previously
filed as an Exhibit to Registration Statement No. 333-123425 and
is
incorporated herein by reference
.
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e)
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(a)
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The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
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By:
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JPMORGAN
CHASE BANK, N.A., as Depositary
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By:
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/s/Joseph
M. Leinhauser
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Name:
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Joseph
M. Leinhauser
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Title:
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Vice
President
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SIEMENS
AG
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By:
/s/Dr. Klaus
Kleinfeld
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Name:
Dr. Klaus Kleinfeld
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Title:
President, Chief Executive Officer and
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Chairman of the Managing
Board
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By:
/s/Joe
Kaeser
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Name:
Joe Kaeser
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Title:
Chief Financial Officer and
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Member of the Corporate Executive
Committee of the Managing
Board
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Name
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Title
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/s/Dr.
Klaus Kleinfeld
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President,
Chief Executive Officer and
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Dr.
Klaus Kleinfeld
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Chairman
of the Managing Board
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/s/Joe
Kaeser
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Chief
Financial Officer and Member
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Joe
Kaeser
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of
the Corporate Executive Committee
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of
the Managing Board
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Member
of the Corporate Executive
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Prof.
Johannes Feldmayer
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Committee
of the Managing Board
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/s/Rudi
Lamprecht
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Member
of the Corporate Executive
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Rudi
Lamprecht
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Committee
of the Managing Board
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/s/Eduardo
Montes
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Member
of the Managing Board
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Eduardo
Montes
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/s/Dr.
Jürgen Radomski
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Member
of the Corporate Executive
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Dr.
Jürgen Radomski
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Committee
of the Managing Board
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/s/Prof.
Dr. Ehrich R. Reinhardt
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Member
of the Managing Board
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Prof.
Dr. Erich R. Reinhardt
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/s/Prof.
Dr. Hermann Requardt
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Member
of the Corporate Executive
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Prof.
Dr. Hermann Requardt
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Committee
of the Managing Board
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/s/Dr.
Uriel J. Sharef
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Member
of the Corporate Executive
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Dr.
Uriel J. Sharef
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Committee
of the Managing Board
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/s/Prof.
Dr. Klaus Wucherer
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Member
of the Corporate Executive
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Prof.
Dr. Klaus Wucherer
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Committee
of the Managing Board
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/s/E.
Robert Lupone
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Authorized
Representative in the
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E.
Robert Lupone
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United
States
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Exhibit
Number
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(a)(2)
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Form
of Amendment to Deposit Agreement
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(e)
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Rule
466 Certification
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