Exhibit 2
_______, 2004
SHINSEI BANK, LIMITED
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Re: Deposit Agreement dated as of _____________, 2004, (the "Deposit
Agreement") by and among Shinsei Bank, Limited, The Bank of New
York, as Depositary, and the Owners and holders of American
Depositary Receipts
Ladies and Gentlemen:
We refer to the Deposit Agreement. Capitalized terms defined in the
Deposit Agreement and not otherwise defined herein are used herein as defined in
the Deposit Agreement.
We hereby agree that, without the prior consent of the Company, (i) we
will not (a) Pre-Release Receipts or (b) permit any Pre-Release to remain
outstanding at any time, in each case except pursuant to a pre-release agreement
containing agreements, representations and warranties substantially to the
effect of Sections 3(a), 3(e), 4, 7(a) and 14 of the form of ADR Pre-Release
Agreement attached hereto (or, if the Pre-Release Agreement does not contain an
agreement substantially to the effect of the provisions of Section 14 of such
form, we will indemnify the Company to the same extent that the counterparty to
a Pre-Release would be required by said Section 14 to indemnify the Company) and
(ii) we will undertake a Pre-Release only
pursuant to written agreements that meet the requirements of Section 1058(b) of
the United States Internal Revenue Code of 1986 as amended.
We confirm that we currently do not, and do not intend to, make any
Pre-Release to any person until such person has undergone the Depositary's
standard credit review process.
If, after the date hereof, the Depositary's ADR Department is advised by
counsel that there has occurred a material change in the U.S. federal income tax
law (including judicial and administrative interpretations thereof) regarding
the treatment of Pre-Release, we agree to notify the Company promptly of such
change and to advise the Company as to the changes, if any, that we intend to
make, or have made, to the Pre-Release procedures then being followed by us as a
result of such change in the tax law. We will in good faith consult with the
Company and consider all suggestions, without any obligation on our part to
change our Pre-Release procedures.
We will indemnify and hold harmless the Company and each of its officers,
directors and employees and each Owner against all losses, claims, damages,
liabilities and expense (including reasonable attorneys' fees and expenses)
based upon a breach by the Depositary of any agreement of the Depositary set
forth in this letter.
If any action or claim shall be brought against the Company or any of its
officers, directors, employees, agents or affiliates (each an "Indemnitee") in
respect of which indemnity may be sought pursuant to the preceding paragraph or
the second
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paragraph of this letter, the Indemnitee shall notify the Depositary in writing
of such action or claim giving reasonable details thereof. To the extent no
conflict of interest exists in the Depositary's conduct of the defense, the
Depositary shall have the option of assuming the defense thereof, with counsel
satisfactory to the Indemnitee (who shall not, except with the consent of the
Indemnitee, be counsel to the Depositary in connection with such action or
claim), and, after notice from the Depositary to the Indemnitee of its election
so to assume the defense thereof, the Depositary shall not be liable to the
Indemnitee for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by the Indemnitee or any other indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No compromise or settlement of such action or proceeding may be
effected by either party without the other party's consent (which shall not be
unreasonably withheld) unless (i) there is no finding or admission of any
violation of law and no effect on any other claims that may be made against such
other party and (ii) the sole relief provided is monetary damages that are paid
in full by the party seeking such compromise or settlement.
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Very truly yours,
THE BANK OF NEW YORK
as Depositary
By: ______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
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