0001144204-06-026522 Sample Contracts

AMENDMENT NO. 4 TO DEPOSIT AGREEMENT
Deposit Agreement • June 28th, 2006 • Honda Motor Co LTD • Motor vehicles & passenger car bodies • New York

AMENDMENT NO. 4 dated as of June , 2006 (the "Amendment") to the Deposit Agreement dated as of December 19, 1962, as amended and restated as of October 1, 1982 (including changes from Amendment No. 1 dated as of April 1, 1989), as amended as of April 30, 1995 and January 10, 2002 (as so amended and restated and further amended, the "Deposit Agreement"), among HONDA MOTOR CO., LTD. (Honda Giken Kogyo Kabushiki Kaisha) (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary thereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts and European Depositary Receipts, as the case may be, issued thereunder evidencing American Depositary Shares and European Depositary Shares, respectively.

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