<PAGE>

  ____________________________________________________________

                         FRONTLINE LTD.

          (F/K/A LONDON & OVERSEAS FREIGHTERS LIMITED)

                               AND

                      THE BANK OF NEW YORK

                                 As Depositary

                               AND

             HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

                        Deposit Agreement

                  Dated as of November 24, 1993

             Amended and Restated as of May 29, 2001

  ____________________________________________________________




<PAGE>

                        TABLE OF CONTENTS

ARTICLE 1.  DEFINITIONS......................................1
    Section 1.01   American Depositary Shares................1
    Section 1.02   Commission................................2
    Section 1.03   Company...................................2
    Section 1.04   Custodian.................................2
    Section 1.05   Deposit Agreement.........................2
    Section 1.06   Depositary; Corporate Trust Office........2
    Section 1.07   Deposited Securities......................3
    Section 1.08   Dollars...................................3
    Section 1.09   Foreign Registrar.........................3
    Section 1.10   Holder....................................3
    Section 1.11   Receipts..................................3
    Section 1.12   Registrar.................................3
    Section 1.13   Securities Act of 1933....................3
    Section 1.14   Securities Exchange Act of 1934...........4
    Section 1.15   Shares....................................4
ARTICLE 2.  FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND
            DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.....4
    Section 2.01   Form and Transferability of Receipts......4
    Section 2.02   Deposit of Shares.........................5
    Section 2.03   Execution and Delivery of Receipts........6
    Section 2.04   Transfer of Receipts; Combination and Split-up
                   of Receipts...............................7
    Section 2.05   Surrender of Receipts and Withdrawal of
                   Shares....................................8
    Section 2.06   Limitations on Execution and Delivery,
                   Transfer and Surrender of
            Receipts.........................................9
    Section 2.07   Lost Receipts, etc........................10
    Section 2.08   Cancellation and Destruction of Surrendered
                   Receipts..................................10
    Section 2.09   Pre-Release of Receipts...................11
ARTICLE 3.  CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS.......11
    Section 3.01   Filing Proofs, Certificates and Other
                   Information...............................11
    Section 3.02   Liability of Holder for Taxes.............12
    Section 3.03   Warranties on Deposit of Shares...........12
ARTICLE 4.  THE DEPOSITED SECURITIES.........................13
    Section 4.01   Cash Distributions........................13
    Section 4.02   Distributions Other Than Cash, Shares or
                   Rights....................................13
    Section 4.03   Distributions in Shares...................14
    Section 4.04   Rights....................................15
    Section 4.05   Conversion of Foreign Currency............17
    Section 4.06   Fixing of Record Date.....................18
    Section 4.07   Voting of Deposited Securities............19
    Section 4.08   Changes Affecting Deposited Securities....20
    Section 4.09   Reports...................................21
    Section 4.10   Lists of Holders..........................21


                               (2)




<PAGE>

    Section 4.11   Withholding...............................21
ARTICLE 5.  THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY...21
    Section 5.01   Maintenance of Office and Transfer Books by
                   the Depositary............................21
    Section 5.02   Prevention or Delay in Performance by the
                   Depositary or the Company.................
                   ..........................................22
    Section 5.03   Obligations of the Depositary, the Custodian
                   and the Company...........................23
    Section 5.04   Resignation and Removal of the Depositary;
                   Appointment of Successor Depositary.......24
    Section 5.05   The Custodians............................25
    Section 5.06   Notices and Reports.......................26
    Section 5.07   Distribution of Additional Shares, Rights,
                   etc.......................................26
    Section 5.08   Indemnification...........................27
    Section 5.09   Charges of Depositary.....................28
    Section 5.10   Certain Rights of the Depositary; Limitations.
    29
    Section 5.11   Retention of Depositary Documents.........29
    Section 5.12   Exclusivity...............................29
ARTICLE 6.  AMENDMENT AND TERMINATION........................29
    Section 6.01   Amendment.................................29
    Section 6.02   Termination...............................30
ARTICLE 7.  MISCELLANEOUS....................................31
    Section 7.01   Counterparts..............................31
    Section 7.02   No Third Party Beneficiaries..............31
    Section 7.03   Severability..............................32
    Section 7.04   Holders as Parties;  Binding Effect.......32
    Section 7.05   Notices...................................32
    Section 7.06   Governing Law.............................33
    Section 7.07   Compliance with U.S. Securities Laws......33





















                               (3)




<PAGE>

                        DEPOSIT AGREEMENT

    DEPOSIT AGREEMENT dated as of November 24, 1993, as amended

and restated as of __________, 2001 among Frontline Ltd. (f/k/a

London & Overseas Freighters Limited), incorporated under the

laws of Bermuda (herein called the Company), THE BANK OF NEW

YORK, a New York banking corporation (herein called the

Depositary), and all Holders from time to time of American

Depositary Receipts issued hereunder.

                      W I T N E S S E T H :

    WHEREAS, the Company desires to provide, as hereinafter set

forth in this Deposit Agreement, for the deposit of Shares (as

hereinafter defined) of the Company from time to time with the

Depositary or with the Custodian (as hereinafter defined) as

agent of the Depositary for the purposes set forth in this

Deposit Agreement, for the creation of American Depositary Shares

representing the Shares so deposited and for the execution and

delivery of American Depositary Receipts evidencing the American

Depositary Shares; and

    WHEREAS, the American Depositary 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 premises, it is

agreed by and between the parties hereto as follows:

ARTICLE 1.    DEFINITIONS.







<PAGE>

    The following definitions shall for all purposes, unless

otherwise clearly indicated, apply to the respective terms used

in this Deposit Agreement:

Section 1.01  American Depositary Shares.

         The term "American Depositary Shares" shall mean the

securities representing the interests in the Deposited Securities

and evidenced by the Receipts issued hereunder.  Each American

Depositary Share shall represent the number of Shares specified

in Exhibit A annexed hereto, until there shall occur a

distribution upon Deposited Securities covered by Section 4.03 or

a change in Deposited Securities covered by Section 4.08 with

respect to which additional Receipts are not executed and

delivered, and thereafter American Depositary Shares shall

evidence the amount of Shares or Deposited Securities specified

in such Sections.

Section 1.02  Commission.

         The term "Commission" shall mean the Securities and

Exchange Commission of the United States or any successor

governmental agency in the United States.

Section 1.03  Company.

         The term "Company" shall mean London & Overseas

Freighters Limited, incorporated under the laws of Bermuda, and

its successors.

Section 1.04  Custodian.






                                2




<PAGE>

         The term "Custodian" shall mean the London, England

office of The Bank of New York, as agent of the Depositary for

the purposes of this Deposit Agreement, and any other firm or

corporation which may hereafter be appointed by the Depositary

pursuant to the terms of Section 5.05, as a substitute or

additional custodian or custodians hereunder, as the context

shall require and shall also mean all of them collectively.

Section 1.05  Deposit Agreement.

         The term "Deposit Agreement" shall mean this Agreement,

as the same may be amended from time to time in accordance with

the provisions hereof and all instruments supplemental hereto.

Section 1.06  Depositary; Corporate Trust Office.

         The term "Depositary" shall mean The Bank of New York, a

New York banking corporation, and any successor as depositary

hereunder.  The term "Corporate Trust Office", when used with

respect to the Depositary, shall mean the office of the

Depositary which at the date of this Agreement is 101 Barclay

Street, New York, New York  10286.

Section 1.07  Deposited Securities.

         The term "Deposited Securities" as of any time shall

mean Shares at such time deposited under this Deposit Agreement

and any and all other securities, property and cash received by

the Depositary or the Custodian in respect thereof and at such

time held hereunder, subject as to cash to the provisions of

Section 4.05.




                                3




<PAGE>

Section 1.08  Dollars.

         The term "Dollars" shall mean United States dollars.

Section 1.09  Foreign Registrar.

         The term "Foreign Registrar" shall mean the entity that

presently carries out the duties of registrar for the Shares or

any successor as registrar for the Shares and any other appointed

agent of the Company for the transfer and registration of Shares.

Section 1.10  Holder.

         The term "Holder" shall mean the person in whose name a

Receipt is registered on the books of the Depositary maintained

for such purpose.

Section 1.11  Receipts.

         The term "Receipts" shall mean the American Depositary

Receipts issued hereunder evidencing American Depositary Shares.

Section 1.12  Registrar.

         The term "Registrar" shall mean any bank or trust

company having an office in the Borough of Manhattan, The City of

New York, which shall be appointed to register Receipts and

transfers of Receipts as herein provided and shall include any

co-registrar appointed by the Depositary, upon consultation with

the Company, for such purposes.

Section 1.13  Securities Act of 1933.

         The term "Securities Act of 1933" shall mean the United

States Securities Act of 1933, as from time to time amended, and

the rules and regulations thereunder.




                                4




<PAGE>

Section 1.14  Securities Exchange Act of 1934.

         The term "Securities Exchange Act of 1934" shall mean

the United States Securities and Exchange Act of 1934, as from

time to time amended, and the rules and regulations thereunder.

Section 1.15  Shares.

         The term "Shares" shall mean Ordinary Shares in

registered form of the Company, heretofore validly issued and

outstanding and fully paid and nonassessable or hereafter validly

issued and outstanding and fully paid and interim certificates

representing such Shares and shall include rights to receive

Shares.

ARTICLE 2.    FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND
              DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.

Section 2.01  Form and Transferability of Receipts.

         Definitive Receipts shall be substantially in the form

set forth in Exhibit A annexed to this Deposit Agreement, with

appropriate insertions, modifications and omissions, as

hereinafter provided.  No Receipt shall be entitled to any

benefits under this Deposit Agreement or be valid or obligatory

for any purpose, unless such Receipt shall have been executed by

the Depositary by the manual signature of a duly authorized

signatory of the Depositary; provided, however, that such

signature may be a facsimile if  a Registrar for the Receipts

shall have been appointed and such Receipts are countersigned by

the manual signature of a duly authorized officer of the

Registrar.  The Depositary shall maintain books on which each



                                5




<PAGE>

Receipt so executed and delivered as hereinafter provided and the

transfer of each such Receipt shall be registered.  Receipts

bearing the manual or facsimile signature of a duly authorized

signatory of the Depositary who was at any time a proper

signatory of the Depositary shall bind the Depositary,

notwithstanding that such signatory has ceased to hold such

position as a duly authorized signatory prior to the execution

and delivery of such Receipts by the Registrar or did not hold

such position on the date of issuance of such Receipts.

         The Receipts may be endorsed with or have incorporated

in the text thereof such legends or recitals or modifications not

inconsistent with the provisions of this Deposit Agreement as may

be required by the Depositary to perform its obligations

hereunder or required to comply with any applicable law or

regulations thereunder or with the rules and regulations of any

securities exchange upon which American Depositary Shares 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 by reason of the date of issuance

of the underlying Deposited Securities or otherwise.

         Title to a Receipt (and to the American Depositary

Shares evidenced thereby), when properly endorsed or accompanied

by proper instruments of transfer, shall be transferable by

delivery with the same effect as in the case of a negotiable

instrument; provided, however, that the Depositary,




                                6




<PAGE>

notwithstanding any notice to the contrary, may treat the Holder

thereof as the absolute owner thereof for the purpose of

determining the person entitled to distribution of dividends or

other distributions or to any notice provided for in this Deposit

Agreement and for all other purposes.

         The register of the Holders of Receipts shall be

maintained in the City of New York and shall not be maintained in

the United Kingdom.

Section 2.02  Deposit of Shares.

         Subject to the terms and conditions of this Deposit

Agreement, Shares may be deposited by delivery thereof to any

Custodian hereunder, accompanied by any appropriate instrument or

instruments of transfer, or endorsement, in form satisfactory to

such Custodian, together with all such certifications as may be

required by the Depositary or such Custodian in accordance with

the provisions of this Deposit Agreement, and, if the Depositary

requires, together with a written order directing the Depositary

to execute and deliver to, or upon the written order of, the

person or persons stated in such order a Receipt or Receipts for

the number of American Depositary Shares representing such

deposit.   No Share shall be accepted for deposit unless

accompanied by evidence satisfactory to the Depositary (which may

be an opinion of counsel) that any necessary approval has been

granted by any governmental body in Bermuda which is then

performing the function of the regulation of currency exchange.




                                7




<PAGE>

If required by the Depositary, Shares presented for deposit at

any time, whether or not the transfer books of the Company or the

Foreign Registrar, if applicable, are closed, shall also be

accompanied by an agreement or assignment, or other instrument

satisfactory to the Depositary, which will provide for the prompt

transfer to the Custodian of any dividend or right to subscribe

for additional Shares or to receive other property which any

person in whose name the Shares are or have been recorded may

thereafter receive upon or in respect of such deposited Shares,

or in lieu thereof, such agreement of indemnity or other

agreement as shall be satisfactory to the Depositary.

         At the request and risk and expense of any person

proposing to deposit Shares, and for the account of such person,

the Depositary may receive certificates for Shares to be

deposited, together with the other instruments herein specified,

for the purpose of forwarding such Share certificates to the

Custodian for deposit hereunder.

         Upon each delivery to a Custodian of a certificate or

certificates for Shares to be deposited hereunder, together with

the other documents above specified, such Custodian shall, as

soon as transfer and recordation can be accomplished, present

such certificate or certificates to the Company or the Foreign

Registrar, if applicable, for transfer and recordation of the

Shares being deposited in the name of the Depositary or its

nominee or such Custodian or its nominee.




                                8




<PAGE>

         Deposited Securities shall be held by the Depositary or

by a Custodian for the account and to the order of the Depositary

or at such other place or places as the Depositary shall

determine.

Section 2.03  Execution and Delivery of Receipts.

         Upon receipt by any Custodian of any deposit pursuant to

Section 2.02 hereunder (and in addition, if the transfer books of

the Company or the Foreign Registrar, if applicable, are open,

the Depositary may in its sole discretion require a proper

acknowledgment or other evidence from the Company that any

Deposited Securities have been recorded upon the books of the

Company or the Foreign Registrar, if applicable, in the name of

the Depositary or its nominee or such Custodian or its nominee),

together with the other documents required as above specified,

such Custodian shall notify the Depositary of such deposit and

the person or persons to whom or upon whose written order a

Receipt or Receipts are deliverable in respect thereof and the

number of American Depositary Shares to be evidenced thereby.

Such notification shall be made  by letter or, at the request,

risk and expense of the person making the deposit, by cable,

telex or facsimile transmission.  Upon receiving such notice from

such Custodian, or upon the receipt of Shares by the Depositary,

the Depositary, subject to the terms and conditions of this

Deposit Agreement, shall execute and deliver at its Corporate

Trust Office, to or upon the order of the person or persons




                                9




<PAGE>

entitled thereto, a Receipt or Receipts, registered in the name

or names requested by such person or persons and evidencing in

the aggregate, the number of American Depositary Shares to which

such person or persons are entitled, but only upon payment to the

Depositary of the fees of the Depositary for the execution and

delivery of such Receipt or Receipts as provided in Section 5.09,

and of all taxes and governmental charges and fees payable in

connection with such deposit and the transfer of the Deposited

Securities.

Section 2.04  Transfer of Receipts; Combination and Split-up of
Receipts.

         The Depositary, subject to the terms and conditions of

this Deposit Agreement, shall register transfers of Receipts on

its transfer books, from time to time, upon any surrender of a

Receipt by the Holder in person or by a duly authorized attorney,

properly endorsed or accompanied by proper instruments of

transfer, and duly stamped as may be required by the laws of the

State of New York and of the United States of America.  Thereupon

the Depositary shall execute a new Receipt or Receipts and

deliver the same to or upon the order of the person entitled

thereto.

         The Depositary, subject to the terms and conditions of

this Deposit Agreement, shall upon surrender of a Receipt or

Receipts for the purpose of effecting a split-up or combination

of such Receipt or Receipts, execute and deliver a new Receipt or

Receipts for any authorized number of American Depositary Shares



                               10




<PAGE>

requested, evidencing the same aggregate number of American

Depositary Shares as the Receipt or Receipts surrendered.

         The Depositary may appoint one or more co-transfer

agents for the purpose of effecting transfers, combinations and

split-ups of Receipts at designated transfer offices on behalf of

the Depositary.  In carrying out its functions, a co-transfer

agent may require evidence of authority and compliance with

applicable laws and other requirements by Holders or persons

entitled to Receipts and will be entitled to protection and

indemnity to the same extent as the Depositary.

Section 2.05  Surrender of Receipts and Withdrawal of Shares.

         Upon surrender at the Corporate Trust Office of the

Depositary of a Receipt for the purpose of withdrawal of the

Deposited Securities represented by the American Depositary

Shares evidenced by such Receipt, and upon payment of the fee of

the Depositary for the surrender of Receipts as provided in

Section 5.09 and  payment of all taxes and governmental charges

payable in connection with such surrender and withdrawal of the

Deposited Securities, and subject to the terms and conditions of

this Deposit Agreement, the Holder of such Receipt shall be

entitled to delivery, to him or upon his order, of the amount of

Deposited Securities at the time represented by the American

Depositary Shares evidenced by such Receipt.  Delivery of such

Deposited Securities (a) may be made by the delivery of

certificates in the name of such Holder or as ordered by him or




                               11




<PAGE>

certificates properly endorsed or accompanied by proper

instruments of transfer to such Holder or as ordered by him and

(b) shall include any other securities, property and cash to

which such Holder is then entitled in respect of such Receipts to

such Holder or as ordered by him.  Such delivery shall be made,

as hereinafter provided, without unreasonable delay.

         A Receipt surrendered for such purposes may be required

by the Depositary to be properly endorsed in blank or accompanied

by proper instruments of transfer endorsed in blank, and if the

Depositary so requires, the Holder thereof shall executed and

deliver to the Depositary a written order directing the

Depositary to cause the Deposited Securities being withdrawn to

be delivered to or upon the written order of a person or persons

designated in such order.  Thereupon the Depositary shall direct

the Custodian to deliver at the London, England office of such

Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the

other terms and conditions of this Deposit Agreement, to or upon

the written order of the person or persons designated in the

order delivered to the Depositary as above provided, the amount

of Deposited Securities represented by the American Depositary

Shares evidenced by such Receipt, except that the Depositary may

make delivery to such person or persons at the Corporate Trust

Office of the Depositary of any dividends or distributions with

respect to the Deposited Securities represented by the American

Depositary Shares evidenced by such Receipt, or of any proceeds




                               12




<PAGE>

of sale of any dividends, distributions or rights, which may at

the time be held by the Depositary.

         At the request, risk and expense of any Holder so

surrendering a Receipt, and for the account of such Holder, the

Depositary shall direct the Custodian to forward any cash or

other property (other than rights) comprising, and forward a

certificate or certificates and other proper documents of title

for, the Deposited Securities represented by the American

Depositary Shares evidenced by such Receipt to the Depositary for

delivery at the Corporate Trust Office of the Depositary.  Such

direction shall be given by letter or, at the request, risk and

expense of such Holder, by cable, telex or facsimile

transmission.

Section 2.06  Limitations on Execution and Delivery, Transfer and
Surrender of Receipts.

         As a condition precedent to the execution and delivery,

registration of transfer, split-up, combination or surrender of

any Receipt or withdrawal of any Deposited Securities, the

Depositary, Custodian or Registrar may require payment from the

depositor of Shares or the presenter of the Receipt of a sum

sufficient to reimburse it for any tax or other governmental

charge (including without limitation any tax or other

governmental charge provided for in Section 2.02, 2.03, 2.04, or

3.02) and any stock transfer or registration fee with respect

thereto (including any such tax or charge and fee with respect to

Shares being deposited or withdrawn) and payment of any



                               13




<PAGE>

applicable fees as herein provided, may require the production of

proof satisfactory to it as to the identity and genuineness of

any signature and may also require compliance with any

regulations the Depositary may establish consistent with the

provisions of this Deposit Agreement, including, without

limitation, this Section 2.06, and subject in all cases to

Section 7.07 hereof.

         The delivery of Receipts against deposits of Shares

generally or against deposits of particular Shares may be

suspended, or the registration of transfer of Receipts in

particular instances may be refused, or the registration of

transfer of outstanding Receipts generally may be suspended,

during any period when the transfer books of the Depositary or

the Company are closed, or if any such action is deemed necessary

or advisable by the Depositary 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 for any other reason,

subject to the provisions of the following sentence.  The

surrender of outstanding Receipts and withdrawal of Deposited

Securities may not be suspended, except for (i) temporary delays

caused by closing the transfer books of the Depositary or the

Company or the deposit of Shares in connection with voting at a

shareholders' meeting, or the payment of dividends, (ii) the

payment of fees, taxes and similar charges, and (iii) compliance




                               14




<PAGE>

with any U.S. or foreign laws or governmental regulations

relating to the Receipts or to the withdrawal of the Deposited

Securities.  Without limitation of the foregoing, the Depositary

shall not knowingly accept for deposit under this Deposit

Agreement any Shares required to be registered under the

provisions of the Securities Act of 1933, unless a registration

statement is in effect as to such Shares.

Section 2.07  Lost Receipts, etc.

         In case any Receipt shall be mutilated, destroyed, lost

or stolen, the Depositary shall execute and deliver a new Receipt

of like tenor in exchange and substitution for such mutilated

Receipt upon the Holder thereof having (a) filed with the

Depositary (i) a request for such execution and delivery before

the Depositary has notice that the Receipt has been acquired by a

bona fide purchaser and (ii) a sufficient indemnity bond and (b)

satisfied any other reasonable requirements imposed by the

Depositary.

Section 2.08  Cancellation and Destruction of Surrendered
Receipts.

         All Receipts surrendered to the Depositary shall be

cancelled by the Depositary.  The Depositary is authorized to

destroy Receipts so cancelled.

Section 2.09  Pre-Release of Receipts.

         Notwithstanding Section 2.03 hereof, the Depositary may

execute and deliver Receipts prior to the receipt of Shares

pursuant to Section 2.02 ("Pre-Release").  The Depositary may,



                               15




<PAGE>

pursuant to Section 2.05, deliver Shares upon the receipt and

cancellation of Receipts which have been Pre- Released, whether

or not such cancellation is prior to the termination of such

Pre-Release or the Depositary knows that such Receipt has been

Pre-Released.  The Depositary may receive Receipts in lieu of

Shares in satisfaction of a Pre- Release.  Each Pre-Release will

be (a) preceded or accompanied by a written representation from

the person to whom Receipts are to be delivered that such person,

or its customer, owns the Shares or Receipts to be remitted, as

the case may be, (b) at all times fully collateralized with cash

or such other collateral as the Depositary deems appropriate, (c)

terminable by the Depositary on not more than five (5) business

days notice, and (d) subject to such further indemnities and

credit regulations as the Depositary deems appropriate.  The

number of American Depositary Shares which are outstanding at any

time as a result of Pre-Release will not normally exceed thirty

percent (30%) of the Shares deposited hereunder then outstanding;

provided, however, that the Depositary reserves the right to

change or disregard such limit from time to time as it deems

appropriate.

         The Depositary may retain for its own account any

compensation received by it in connection with the foregoing.










                               16




<PAGE>

ARTICLE 3.    CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS.

Section 3.01  Filing Proofs, Certificates and Other Information.

         Any person presenting Shares for deposit or any Holder

of a Receipt may be required from time to time to file with the

Depositary or the Custodian such proof of citizenship or

residence, exchange control approval, or such information

relating to the registration on the books of the Company or the

Foreign Registrar, if applicable, to execute such certificates

and to make such representations and warranties, as (i) the

Depositary may deem necessary or proper or (ii) the Company may

reasonably require by written notice to the Depositary.  The

Depositary may withhold the delivery or registration of transfer

of any Receipt or the distribution of any dividend or sale or

distribution of rights or of the proceeds thereof or the delivery

of any Deposited Securities until such proof or other information

is filed or such certificates are  executed or such

representations and warranties made.  If requested in writing,

the Depositary shall provide to the Company, in a timely manner,

copies of the information it receives pursuant to this Section

3.01.

Section 3.02  Liability of Holder for Taxes.

         If any tax or other governmental charge shall become

payable with respect to any Receipt or any Deposited Securities

represented by American Depositary Shares evidenced by a Receipt,

such tax or other governmental charge shall be payable by the




                               17




<PAGE>

Holder of such Receipt to the Depositary.  The Depositary may

refuse to effect any transfer of such Receipt or any withdrawal

of Deposited Securities represented by American Depositary Shares

evidenced by such Receipt until such payment is made, and may

withhold any dividends or other distributions, or may sell for

the account of the Holder thereof any part or all of the

Deposited Securities represented by the American Depositary

Shares evidenced by such Receipt, and may apply such dividends or

other distributions or the proceeds of any such sale in payment

of such tax or other governmental charge and the Holder of such

Receipt shall remain liable for any deficiency.

Section 3.03  Warranties on Deposit of Shares.

         Every person depositing Shares under this Deposit

Agreement shall be deemed thereby to represent and warrant that

such Shares and each certificate therefor are validly issued and

that such Shares are fully paid and nonassessable and that the

person making such deposit is duly authorized so to do.  Every

such person shall also be deemed to represent that the deposit of

such Shares and the sale of Receipts evidencing American

Depositary Shares representing such Shares by that person are not

restricted under the Securities Act of 1933.  Such

representations and warranties shall survive the deposit of

Shares and issuance of Receipts.








                               18




<PAGE>

ARTICLE 4.    THE DEPOSITED SECURITIES.



Section 4.01  Cash Distributions.



         Whenever the Depositary or Custodian shall receive any

cash dividend or other cash distribution on any Deposited

Securities, the Depositary or Custodian shall, subject to the

provisions of Section 4.05, convert such dividend or

distribution, if received in any currency other than Dollars,

into Dollars and shall distribute the amount thus received (net

of the expenses of the Depositary as provided in Section 5.09) to

the Holders entitled thereto, in proportion to the number of

American Depositary Shares representing such Deposited Securities

held by them respectively; provided, however, that in the event

that the Company, the Custodian or the Depositary shall be

required to withhold and does withhold from such cash dividend or

such other cash distribution  an amount on account of taxes, the

amount distributed to the Holder of the Receipts evidencing

American Depositary Shares representing such Deposited Securities

shall be reduced accordingly.  The Depositary shall distribute

only such amount, however, as can be distributed without

attributing to any Holder a fraction of one cent.  Any such

fractional amounts shall be rounded to the nearest whole cent and

so distributed to Holders entitled thereto.  The Company or its

agent will remit to the appropriate governmental authority or




                               19




<PAGE>

agency in Bermuda all amounts withheld and owing to such

authority or agency.  The Depositary will forward to the Company

or its agent such information from its records as the Company may

reasonably request to enable the Company or its agent to file

necessary reports with governmental authorities or agencies, and

the Depositary or the Company or its agent may file any such

reports necessary to obtain benefits under the applicable tax

treaties for the Holders of Receipts.

Section 4.02  Distributions Other Than Cash, Shares or Rights.

         Subject to the provisions of Section 4.11 and 5.09,

whenever the Depositary or the Custodian shall receive any

distribution other than a distribution described in

Sections 4.01, 4.03 or 4.04, the Depositary shall cause the

securities or property received by it to be distributed to the

Holders entitled thereto, in proportion to the number of American

Depositary Shares representing such Deposited Securities held by

them respectively, in any manner that the Depositary may deem

equitable and practicable for accomplishing such distribution;

provided, however, that if in the opinion of the Depositary it

cannot cause such securities or property to be distributed or

such distribution cannot be made proportionately among the

Holders entitled thereto, or if for any other reason (including,

but not limited to, any requirement that the Company or the

Depositary withhold an amount on account of taxes or other

governmental charges or that such securities must be registered




                               20




<PAGE>

under the Securities Act of 1933 in order to be distributed to

Holders) the Depositary deems such distribution not to be

feasible, the Depositary may adopt such method as it may deem

equitable and practicable for the purpose of effecting such

distribution, including, but not limited to, the public or

private sale of the securities or property thus received, or any

part thereof, and the net proceeds of any such sale (net of the

fees of the Depositary as provided in Section 5.09) shall be

distributed by the Depositary to the Holders entitled thereto as

in the case of a distribution received in cash.

Section 4.03  Distributions in Shares.

         If any distribution upon any Deposited Securities

consists of a dividend in, or free distribution of, Shares, the

Depositary may, with the Company's approval, and shall if the

Company shall so request, distribute to the Holders of

outstanding Receipts entitled thereto, in proportion to the

number of American Depositary Shares representing such Deposited

Securities held by  them respectively, additional Receipts

evidencing an aggregate number of American Depositary Shares

representing the amount of Shares received as such dividend or

free distribution, subject to the terms and conditions of this

Deposit Agreement with respect to the deposit of Shares and the

issuance of American Depositary Shares evidenced by Receipts,

including the withholding of any tax or other governmental charge

as provided in Section 4.11 and the payment of the fees of the




                               21




<PAGE>

Depositary as provided in Section 5.09.  In lieu of delivering

Receipts for fractional American Depositary Shares in any such

case, the Depositary shall sell the amount of Shares represented

by the aggregate of such fractions and distribute the net

proceeds in Dollars, all in the manner and subject to the

conditions described in Section 4.01.  If additional Receipts are

not so distributed, each American Depositary Share shall

thenceforth also represent the additional Shares distributed upon

the Deposited Securities represented thereby.

Section 4.04  Rights.

    (a)  In the event that the Company shall offer or cause to be

offered to the holders of any Deposited Securities any rights to

subscribe for additional Shares or any rights of any other

nature, the Depositary shall have discretion as to the procedure

to be followed in making such rights available to any Holders or

in disposing of such rights on behalf of any Holders and making

the net proceeds available to such Holders in Dollars; provided,

however, that the Depositary will, if requested by the Company,

take action as follows:

         (i)  if at the time of the offering of any rights the

Depositary determines in its discretion that it is lawful and

feasible to make such rights available to all or certain Holders

but not to other Holders, the Depositary shall distribute to any

Holder to whom it determines the distribution to be lawful and

feasible, in proportion to the number of American Depositary




                               22




<PAGE>

Shares held by such Holder, warrants or other instruments

therefor in such form as it deems appropriate; and

         (ii) if the Depositary determines in its discretion that

it is not lawful and feasible to make such rights available to

all or certain Holders by means of warrants or otherwise, it

shall to the extent practicable, subject to the provisions of

this Deposit Agreement, sell the rights, warrants or other

instruments in proportion to the number of American Depositary

Shares held by the Holders to whom it has determined it may not

lawfully or feasibly make such rights available, and distribute

the net proceeds of such sales (net of the fees of the Depositary

as provided in Section 5.09 and all taxes and governmental

charges payable in connection with such rights and subject to the

terms and conditions of this Deposit Agreement) to the Holders

otherwise entitled to such rights, warrants or other instruments,

upon an averaged or other practical basis without regard to any

distinctions among such Holders because of exchange restrictions

or the date of delivery of any Receipt or otherwise.

         If by the terms of such rights offering or for any other

reason, the Depositary may not either make such rights available

to any Holders or dispose of such rights and make the net

proceeds available to such Holders, then the Depositary may allow

the rights to lapse.

    (b)  In circumstances in which rights would otherwise not be

made available to all or certain Holders, if a Holder of Receipts




                               23




<PAGE>

requests the distribution of warrants or other instruments in

order to exercise the rights allocable to the American Depositary

Shares of such Holder hereunder, the Depositary will make such

rights available to such Holder upon written notice from the

Company to the Depositary that (i) the Company has elected in its

sole discretion to permit such rights to be exercised and (ii)

such Holder has executed such documents as the Company has

determined in its sole discretion are reasonably required under

applicable law.

         The Depositary will not offer rights to Holders unless

the offer and issuance of such rights and the offer, issuance and

sale of the securities to which such rights relate are either

exempt from registration under the Securities Act of 1933 with

respect to a distribution to all Holders or are registered under

the provisions of such Act.  If a Holder of Receipts requests the

distribution of warrants or other instruments, notwithstanding

that there has been no such registration under such Act, the

Depositary shall not effect such distribution unless it has

received an opinion from recognized counsel in the United States

for the Company upon which the Depositary may rely that such

distribution to such Holder is exempt from such registration.

The Company shall have no obligation to register such offer,

issuance or sale or to effect any such issuance, offer or sale

pursuant to any such exemption.  In the case of a distribution

pursuant to an exemption from registration under the Securities




                               24




<PAGE>

Act of 1933, such Receipts shall be legended in accordance with

applicable U.S. laws, and shall be subject to the appropriate

restrictions on sale, deposit, cancellation, and transfer under

such laws.

    (c)  If the Depositary has distributed warrants or other

instruments for rights to all or certain Holders, then upon

instruction from such a Holder pursuant to such warrants or other

instruments to the Depositary from such Holder to exercise such

rights, upon payment by such Holder to the Depositary for the

account of such Holder of an amount equal to the purchase price

of the Shares to be received upon the exercise of the rights, and

upon payment of the fees of the Depositary and any other charges

as set forth in such warrants or other instruments, the

Depositary shall, on behalf of such Holder, exercise the rights

and purchase the Shares, and the Company shall cause the Shares

so purchased to be delivered to the Depositary on behalf of such

Holder.  As agent for such Holder, the Depositary will cause the

Shares so purchased  to be deposited pursuant to Section 2.02 of

this Deposit Agreement, and shall, pursuant to Section 2.03 of

this Deposit Agreement, execute and deliver Receipts to such

Holder.  If the rights represented by such warrants or such other

instruments are not exercised and appear to be about to lapse,

the Depositary in its discretion shall, to the extent

practicable, sell such rights or such warrants or other

instruments at public or private sale, at such place or places




                               25




<PAGE>

and upon such terms as it may deem proper, and distribute the

proceeds of such sales to the Holders of Receipts otherwise

entitled to such rights, warrants or other instruments upon an

averaged or other practicable basis without regard to any

distinctions among such Holders because of exchange restrictions

or the date of delivery of any Receipt or Receipts, or otherwise.

    (d)  The Depositary shall not be responsible for any failure

to determine that it may be lawful or feasible to make rights

available to Holders in general or any Holder in particular.

Section 4.05  Conversion of Foreign Currency.

         Whenever the Depositary or the Custodian shall receive

foreign currency (i.e. currency other than Dollars), by way of

dividends or other distributions or the net proceeds from the

sale of securities, property or rights, and if at the time of the

receipt thereof the foreign currency so received can in the

judgment of the Depositary be converted on a reasonable basis

into Dollars and the resulting Dollars transferred to the United

States, the Depositary shall convert or cause to be converted, by

sale or in any other manner that it may determine, such foreign

currency into Dollars, and such Dollars shall be distributed to

the Holders entitled thereto or, if the Depositary shall have

distributed any warrants or other instruments which entitle the

holders thereof to such Dollars, then to the holders of such

warrants and/or instruments upon surrender thereof for

cancellation.  Such distribution may be made upon an averaged or




                               26




<PAGE>

other practicable basis without regard to any distinctions among

Holders on account of exchange restrictions, the date of delivery

of any Receipt or otherwise and shall be net of any expenses of

conversion into Dollars incurred by the Depositary as provided in

Section 5.09.

         If such conversion or distribution can be effected only

with the approval or license of any government or authority or

agency thereof, the Depositary shall file such application for

approval or license, if any, as it may deem desirable.

         If at any time the Depositary shall determine that in

its judgment any foreign currency received by the Depositary is

not convertible on a reasonable basis into Dollars transferable

to the United States, or if any approval or license of any

government or authority or agency thereof which is required for

such conversion is denied or in the opinion of the Depositary is

not obtainable, or if any such approval or license is not

obtained within a  reasonable period as determined by the

Depositary, the Depositary may distribute the foreign currency

(or an appropriate document evidencing the right to receive such

foreign currency) received by the Depositary to, or in its

discretion may hold such foreign currency uninvested and without

liability for interest thereon for the respective accounts of,

the Holders entitled to receive the same.

         If any such conversion of foreign currency, in whole or

in part, cannot be effected for distribution to certain of the




                               27




<PAGE>

Holders entitled thereto, the Depositary may in its discretion

make such conversion and distribution in Dollars to the extent

permissible to the Holders for whom such conversion and

distribution is practicable and may distribute the balance of the

foreign currency received by the Depositary to, or hold such

balance uninvested and without liability for interest thereon for

the respective accounts of, the Holders entitled thereto.

Section 4.06  Fixing of Record Date.

         Whenever any cash dividend or other cash distribution

shall become payable or any distribution other than cash shall be

made, or whenever rights shall be issued with respect to the

Deposited Securities, or whenever for any reason there is a

change in the number of Shares that are represented by each

American Depositary Share, or whenever the Depositary shall

receive notice of any meeting of holders of Shares or other

Deposited Securities, the Depositary shall fix a record date

(a) for the determination of the Holders who shall be

(i) entitled to receive such dividend, distribution or rights or

the net proceeds of the sale thereof or (ii) entitled to give

instructions for the exercise of voting rights at any such

meeting, or (b) on or after which each American Depositary Share

will represent the changed number of Shares.  Subject to the

provisions of Sections 4.01 through 4.05 and to the other terms

and conditions of this Deposit Agreement, the Holders on such

record date shall be entitled, as the case may be, to receive the




                               28




<PAGE>

amount distributable by the Depositary with respect to such

dividend or other distribution or such rights or the net proceeds

of sale thereof in proportion to the number of American

Depositary Shares held by them respectively and to give voting

instructions and to act in respect of any other such matter.

Section 4.07  Voting of Deposited Securities.

         Upon receipt of notice of any meeting of holders of

Shares or other Deposited Securities, if requested in writing by

the Company, the Depositary shall, as soon as practicable

thereafter, mail to the Holders a notice, the form of which

notice shall be in the sole discretion of the Depositary which

shall consult with the Company as to the form of such notice,

which notice shall contain (a) such information as is contained

in such notice of meeting (provided that in the event the

Depositary shall summarize such information as in contained in

the notice of meeting, such summary  shall be approved by the

Company), (b) a statement  that the Holders as of the close of

business on a specified record date will be entitled, subject to

any applicable provision of Bermuda law and of the Bye-laws of

the Company, to instruct the Depositary as to the exercise of the

voting rights, if any, pertaining to the amount of Shares or

other Deposited Securities represented by their respective

American Depositary Shares and (c) a brief statement as to the

manner in which such instructions may be given, including an

express indication that instructions may be given to the




                               29




<PAGE>

Depositary to give a discretionary proxy to a person designated

by the Board of Directors of the Company.  Upon the written

request of a Holder on such record date, received on or before

the date established by the Depositary for such purpose, the

Depositary shall endeavor, in so far as practicable, to vote or

cause to be voted the amount of Shares or other Deposited

Securities represented by the American Depositary Shares

evidenced by such Receipt in accordance with the instructions set

forth in such request.  The Depositary shall not vote or attempt

to exercise the right to vote that attaches to the Shares or

other Deposited Securities, other than in accordance with such

instructions.

         If after complying with the procedures set forth in this

Section the Depositary does not receive instructions from the

Holder of a Receipt on or before the date established by the

Depositary for such purpose, the Depositary shall give a

discretionary proxy for the Shares evidenced by such Receipt to a

person designated by the Board of Directors of the Company.

Section 4.08  Changes Affecting Deposited Securities.

         In circumstances where the provisions of Section 4.03 do

not apply, upon any change in nominal value, change in par value,

split-up, consolidation or any other reclassification of

Deposited Securities, or upon any recapitalization,

reorganization, merger or consolidation or sale of assets

affecting the Company or to which it is a party, any securities




                               30




<PAGE>

which shall be received by the Depositary or a Custodian in

exchange for or in conversion of or in respect of Deposited

Securities, shall be treated as new Deposited Securities under

this Deposit Agreement, and American Depositary Shares shall

thenceforth represent the new Deposited Securities so received in

exchange or conversion, unless additional Receipts are delivered

pursuant to the following sentence.  In any such case the

Depositary may, with the Company's approval and shall if the

Company shall so request, execute and deliver additional Receipts

as in the case of a dividend in Shares, or call for the surrender

of outstanding Receipts to be exchanged for new Receipts

specifically describing such new Deposited Securities.

Section 4.09  Reports.

         The Depositary shall make available for inspection by

Holders at its Corporate Trust Office any reports and

communications, including any proxy soliciting material, received

from the Company which are both (a) received by the Depositary as

the  holder of the Deposited Securities and (b) made generally

available to the holders of such Deposited Securities by the

Company.  The Depositary shall also send to the Holders copies of

such reports when furnished by the Company pursuant to

Section 5.06.










                               31




<PAGE>

Section 4.10  Lists of Holders.

         Promptly upon request by the Company, the Depositary

shall, at the expense of the Company, furnish to it a list, as of

a recent date, of the names, addresses and holdings of American

Depositary Shares by all persons in whose names Receipts are

registered on the books of the Depositary.

Section 4.11  Withholding.

         Notwithstanding any other provision of this Deposit

Agreement, in the event that the Depositary determines that any

distribution in property (including Shares and rights to

subscribe therefor) is subject to any tax or other governmental

charge which the Depositary is obligated to withhold, the

Depositary may by public or private sale dispose of all or a

portion of such property (including Shares and rights to

subscribe therefor) in such amounts and in such manner as the

Depositary deems necessary and practicable to pay any such taxes

or charges and the Depositary shall distribute the net proceeds

of any such sale after deduction of such taxes or charges to the

Holders entitled thereto in proportion to the number of American

Depositary Shares held by them respectively.














                               32




<PAGE>

ARTICLE 5.    THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY.



Section 5.01  Maintenance of Office and Transfer Books by the
Depositary.

         Until termination of this Deposit Agreement in

accordance with its terms, the Depositary shall maintain in the

Borough of Manhattan, The City of New York, facilities for the

execution and delivery, registration, registration of transfers

and surrender of Receipts in accordance with the provisions of

this Deposit Agreement.

         The Depositary shall keep books for the registration of

Receipts and transfers of Receipts in the City of New York which

at all reasonable times shall be open for inspection by the

Holders; provided that such inspection shall not be for the

purpose of communicating with Holders in the interest of a

business or object other than the business of the Company of a

matter related to this Deposit Agreement or the Receipts.  Such

books shall not be maintained in the United Kingdom.

         The Depositary may close the transfer books, at any time

or from time to time, when deemed expedient by it in connection

with the performance of its duties hereunder.

         If any Receipts or the American Depositary Shares

evidenced thereby are listed on one or more stock exchanges in

the United States (including the NASDAQ National Market System),

the Depositary shall act as Registrar or appoint a Registrar or

one or more co-registrars for registry of such Receipts in



                               33




<PAGE>

accordance with any requirements of such exchange or exchanges.

Such Registrar or co-registrars may be removed and a substitute

or substitutes appointed by the Depositary upon consultation with

the Company.

Section 5.02  Prevention or Delay in Performance by the
Depositary or the Company.

         Neither the Depositary 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 of the

United States, Bermuda, the United Kingdom or any other country,

or of any governmental or regulatory authority or stock exchange,

or by reason of any provision, present or future, of the Bye-laws

of the Company, or by reason of any act of God or war or other

circumstances beyond its control, the Depositary or the Company

shall be prevented or forbidden from, or be subject to any civil

or criminal penalty on account of, doing or performing any act or

thing which by the terms of this Deposit Agreement it is provided

shall be done or performed; nor shall the Depositary or the

Company incur any liability to any Holder of any Receipt by

reason of any nonperformance or delay, caused as aforesaid, in

the performance of any act or thing which by the terms of this

Deposit Agreement it is provided shall or may be done or

performed, or by reason of any exercise of, or failure to

exercise, any discretion provided for in this Deposit Agreement.

Where, by the terms of a distribution pursuant to Sections 4.01,

4.02, or 4.03 of the Deposit Agreement, or an offering or



                               34




<PAGE>

distribution pursuant to Section 4.04 of the Deposit Agreement,

or for any other reason, such distribution or offering may not be

made available to Holders, and the Depositary may not dispose or

such distribution or offering on behalf of such Holders and make

the net proceeds available to such Holders, then the Depositary

shall not make such distribution or offering, and shall allow any

rights, if applicable, to lapse.

Section 5.03  Obligations of the Depositary, the Custodian and
the Company.

         The Company assumes no obligation nor shall it be

subject to any liability under this Deposit Agreement to Holders

of Receipts, except that it agrees to use its best judgment and

to act in good faith in the performance of its obligations

specifically set forth in this Deposit Agreement.

         The Depositary assumes no obligation nor shall it be

subject to any liability under this Deposit Agreement to any

Holder of any Receipt (including, without limitation, liability

with respect to the validity or worth of the Deposited

Securities), except that it agrees to use its best judgment and

to act in good faith in the performance of its obligations

specifically set forth in this Deposit Agreement.

         Neither the Depositary nor the Company shall be under

any obligation to appear in, prosecute or defend any action, suit

or other proceeding in respect of any Deposited Securities or in

respect of the Receipts, which in its opinion may involve it in

expense or liability, unless indemnity satisfactory to it against



                               35




<PAGE>

all expense and liability shall be furnished as often as may be

required, and no Custodian shall be under any obligation

whatsoever with respect to such proceedings, the responsibility

of the Custodian being solely to the Depositary.

         Neither the Depositary nor the Company shall be liable

for any action or nonaction by it in reliance upon the advice of

or information from legal counsel, accountants, any person

presenting Shares for deposit, any Holder or any other person

believed by it in good faith to be competent to give such advice

or information.

         The Depositary shall not be liable for any acts or

omissions made by a successor depositary whether in connection

with a previous act or omission of the Depositary or in

connection with any matter arising wholly after the removal or

resignation of the Depositary, provided that in connection with

the issue out of which such potential liability arises the

Depositary performed its obligations without negligence or bad

faith while it acted as Depositary.

         The Depositary shall not be responsible for any failure

to carry out any instructions to vote any of the Deposited

Securities, or for the manner in which any such vote is cast or

the effect of any such vote, provided that any such action or

nonaction is in good faith.

         No disclaimer of liability under the Securities Act of

1933 is intended by any provision of this Deposit Agreement.




                               36




<PAGE>

Section 5.04  Resignation and Removal of the Depositary;
Appointment of Successor Depositary.

         The Depositary may at any time resign as Depositary

hereunder by written notice of its election so to do delivered 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 written notice of such removal effective 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 use its best

efforts to appoint a successor depositary, which shall be a bank

or trust company having an office in the Borough of Manhattan,

The City of New York.  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; but such predecessor,

nevertheless, 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 Deposited Securities to such



                               37




<PAGE>

successor, and shall deliver to such successor a list of the

Holders of all outstanding Receipts.  Any such successor

depositary shall promptly mail notice of its appointment to the

Holders.

         Any corporation into or with which the Depositary may be

merged or consolidated shall be the successor of the Depositary

without the execution or filing of any document or any further

act.

Section 5.05  The Custodians.

         Each Custodian shall be subject at all times and in all

respects to the directions of the Depositary and shall be

responsible solely to it.  Any Custodian may resign and be

discharged from its duties hereunder by notice of such

resignation delivered to the Depositary at least 30 days prior to

the date on which such resignation is to become effective.  If

upon such resignation there shall be no Custodian acting

hereunder, the Depositary shall, promptly after receiving such

notice, appoint a substitute custodian or custodians, each of

which shall thereafter be a Custodian hereunder.  Whenever the

Depositary in its discretion determines that it is in the best

interest of the Holders to do so, it may appoint substitute or

additional custodian or custodians, which shall thereafter be one

of the Custodians hereunder.  Upon demand of the Depositary any

Custodian shall deliver such of the Deposited Securities held by

it as are requested of it to any other Custodian or such




                               38




<PAGE>

substitute or additional custodian or custodians.  Each such

substitute or additional custodian shall deliver to the

Depositary, forthwith upon its appointment, an acceptance of such

appointment satisfactory in form and substance to the Depositary.

         Upon the appointment of any successor depositary

hereunder, each Custodian then acting hereunder shall forthwith

become, without any further act or writing, the agent hereunder

of such successor depositary and the appointment of such

successor depositary shall in no way impair the authority of each

Custodian hereunder; but the successor depositary so appointed

shall, nevertheless, on the written request of any Custodian,

execute and deliver  to such Custodian all such instruments as

may be proper to give to such Custodian full and complete power

and authority as agent hereunder of such successor depositary.

Section 5.06  Notices and Reports.

         On or before the first date on which the Company gives

notice, by publication or otherwise, of any meeting of holders of

Shares or other Deposited Securities, or of any adjourned meeting

of such holders, or of the taking of any action in respect of any

cash or other distributions or the offering of any rights in

respect of Deposited Securities, the Company agrees to transmit

to the Depositary and the Custodian a copy of the notice thereof

in the form given or to be given to holders of Shares or other

Deposited Securities.






                               39




<PAGE>

         The Company will arrange for the prompt transmittal to

the Depositary and the Custodian of such notices and any other

reports and communications which are made generally available by

the Company to holders of its Shares.  If requested in writing by

the Company, the Depositary will arrange for the mailing, at the

Company's expense, of copies of such notices, reports and

communications to all Holders.  The Company will timely provide

the Depositary with the quantity of such notices, reports, and

communications, as requested by the Depositary from time to time,

in order for the Depositary to effect such mailings.

Section 5.07  Distribution of Additional Shares, Rights, etc.

         The Company agrees that in the event of any issuance to

holders of Shares generally or distribution of (1) additional

Shares, (2) rights to subscribe for Shares, (3) securities

convertible into Shares, or (4) rights to subscribe for such

securities (each a "Distribution"), the Company will promptly

furnish to the Depositary upon the request of the Depositary a

written opinion from U.S. counsel for the Company, which counsel

shall be satisfactory to the Depositary, stating whether or not

the Distribution requires a Registration Statement under the

Securities Act of 1933 to be in effect prior to making such

Distribution available to Holders entitled thereto.  If in the

opinion of such counsel a Registration Statement is required,

such counsel shall furnish to the Depositary a written opinion as






                               40




<PAGE>

to whether or not there is a Registration Statement in effect

which will cover such Distribution.

         The Company agrees with the Depositary that neither the

Company nor any company controlled by, controlling or under

common control with the Company will at any time deposit any

Shares, either originally issued or previously issued and

reacquired by the Company or any such affiliate, unless a

Registration Statement is in effect as to such Shares under the

Securities Act of 1933.

         The Depositary will comply with written instructions of

the Company not to accept for deposit hereunder any Shares

identified in such instructions in order to facilitate the

Company's compliance with the securities laws of the United

States.

Section 5.08  Indemnification.

         The Company agrees to indemnify the Depositary, its

directors, employees, agents and affiliates and any Custodian

against, and to hold each of them harmless from, any liability or

expense (including, but not limited to, the fees and expenses of

counsel) which may arise out of any registration with the

Commission of Receipts, American Depositary Shares or Deposited

Securities or the offer or sale thereof in the United States or

out of acts performed or omitted, in accordance with the

provisions of this Deposit Agreement and of the Receipts, as the

same may be amended, modified or supplemented from time to time,




                               41




<PAGE>

(i) by either the Depositary or a Custodian or their respective

directors, employees, agents and affiliates, except for any

liability or expense arising out of the negligence or bad faith

of either of them, or (ii) by the Company or any of its

directors, employees, agents and affiliates.

         The Depositary agrees to indemnify the Company, its

directors, employees, agents and affiliates and hold them

harmless from any liability or expense which may arise out of

acts performed or omitted by the Depositary or its Custodian or

their respective directors, employees, agents and affiliates due

to their negligence or bad faith.

Section 5.09  Charges of Depositary.

         The Company agrees to pay the fees, charges and

reasonable out-of-pocket expenses of the Depositary and those of

any Registrar in accordance with and only to the extent provided

for in written agreements entered into between the Depositary and

the Company from time to time.  The Depositary shall present its

statement for such charges and expenses to the Company once every

three months.  The charges and expenses of the Custodian are for

the sole account of the Depositary.

         The following charges shall be incurred by any party

depositing or withdrawing Shares or by any party surrendering

Receipts or to whom Receipts are issued (including, without

limitation, issuance pursuant to a stock dividend or stock split

declared by the Company or an exchange of stock regarding the




                               42




<PAGE>

Receipts or Deposited Securities or a distribution of Receipts

pursuant to Section 4.03), whichever applicable:  (1) taxes and

other governmental charges, (2) such registration fees as may

from time to time be in effect for the registration of transfers

of Shares generally on the Share register of the Company or

Foreign Registrar and applicable to transfers of Shares to the

name of the Depositary or its nominee or the Custodian or its

nominee on the making of deposits or withdrawals hereunder,

(3) such cable, telex  and facsimile transmission expenses as are

expressly provided in this Deposit Agreement, (4) such expenses

as are incurred by the Depositary in the conversion of foreign

currency pursuant to Section 4.05, (5) a fee not in excess of

$5.00 per 100 American Depositary Shares (or portion thereof) for

the execution and delivery of Receipts pursuant to Sections 2.03

or 4.03 and the surrender of Receipts pursuant to Section 2.05,

(6) a fee not in excess of $2.00 per 100 American Depositary

Receipts for any cash distributions pursuant to Section 4.01 and

(7) a fee for the distribution of proceeds of sales of securities

or rights pursuant to Section 4.02 or 4.04, respectively, such

fee being in an amount equal to the fee for the issuance of

American Depositary Shares referred to above which would have

been charged as a result of the deposit by Holders of securities

(for purposes of this clause (7) treating all such securities as

if they were Shares) or Shares received in exercise of rights

distributed to them pursuant to Section 4.02 or 4.04,




                               43




<PAGE>

respectively, but which securities or rights are instead sold by

the Depositary and the net proceeds distributed, which fee shall

be deducted from the proceeds distributed.

Section 5.10  Certain Rights of the Depositary; Limitations.

         The Depositary, subject to Section 2.09 hereof, may own

and deal in any class of securities of the Company and its

affiliates and in Receipts.

Section 5.11  Retention of Depositary Documents.

         The Depositary is authorized to destroy those documents,

records, bills and other data compiled during the term of this

Deposit Agreement at the times permitted by the laws or

regulations governing the Depositary unless the Company requests

that such papers be retained for a longer period or turned over

to the Company or to a successor depositary.

Section 5.12  Exclusivity.

         Subject to Section 5.04 hereof, the Company agrees not

to appoint any other depositary for issuance of American

Depositary Receipts so long as The Bank of New York is acting as

Depositary hereunder.

ARTICLE 6.    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.  Any




                               44




<PAGE>

amendment which shall impose or increase any fees or charges

(other than taxes and other governmental charges, registration

fees, cable, telex or  facsimile transmission costs, delivery

costs or other such expenses), or which shall otherwise prejudice

any substantial existing right of Holders, shall, however, not

become effective as to outstanding Receipts until the expiration

of sixty (60) days after notice of such amendment shall have been

given to the Holders of outstanding Receipts.  Every Holder at

the time any amendment so 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.  In no event shall any amendment impair the right of the

Holder of any Receipt to surrender such Receipt and receive

therefor the Deposited Securities represented by American

Depositary Shares evidenced thereby, except for such amendments

as are made in order to comply with mandatory provisions of

applicable law.

Section 6.02  Termination.

         The Depositary shall at any time at the direction of the

Company, terminate this Deposit Agreement by mailing notice of

such termination to the Holders of all Receipts then outstanding

at least ninety (90) days prior to the date fixed in such notice

for such termination.  The Depositary may likewise terminate this

Deposit Agreement by mailing notice of such termination to the

Company and the Holders of all Receipts then outstanding if at




                               45




<PAGE>

any time ninety (90) days shall have expired after the Depositary

shall have delivered to the Company a written notice of its

election to resign and a successor depositary shall not have been

appointed and accepted its appointment as provided in

Section 5.04.  On and after the date of termination, the Holder

of a Receipt will, upon (a) surrender of such Receipt at the

Corporate Trust Office of the Depositary, (b) payment of the fee

of the Depositary for the surrender of Receipts referred to in

Section 2.05, and (c) payment of any applicable taxes or

governmental charges, be entitled to delivery, to him or upon his

order, of the amount of Deposited Securities represented by the

American Depositary Shares evidenced by such Receipt.  If any

Receipts shall remain outstanding after the date of termination,

the Depositary thereafter shall discontinue the registration of

transfers of Receipts, shall suspend the distribution of

dividends to the Holders thereof, and shall not give any further

notices or perform any further acts under this Deposit Agreement,

except that the Depositary shall continue to collect dividends

and other distributions pertaining to Deposited Securities, shall

sell rights as provided in this Deposit Agreement, and shall

continue to deliver Deposited Securities, together with any

dividends or other distributions received with respect thereto

and the net proceeds of the sale of any rights or other property,

in exchange for Receipts surrendered to the Depositary (after

deducting, in each case, the fee of the Depositary for the




                               46




<PAGE>

surrender of a Receipt, any expenses for the account of the

Holder of such Receipt in accordance with the terms and

conditions of this Deposit Agreement, and any applicable taxes or

governmental charges).   At any time after the expiration of one

year from the date of termination, the Depositary may sell the

Deposited Securities then held hereunder and may thereafter hold

uninvested the net proceeds of any such sale, together with any

other cash then held by it hereunder, unsegregated and without

liability for interest, for the pro rata benefit of the Holders

of Receipts which have not theretofore been surrendered, such

Holders thereupon becoming general creditors of the Depositary

with respect to such net proceeds.  After making such sale, the

Depositary shall be discharged from all obligations under this

Deposit Agreement, except to account for such net proceeds and

other cash (after deducting, in each case, the fee of the

Depositary for the surrender of a Receipt, any expenses for the

account of the Holder of such Receipt in accordance with the

terms and conditions of this Deposit Agreement, and any

applicable taxes or governmental charges).  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 under Sections 5.08 and 5.09

hereof.








                               47




<PAGE>

ARTICLE 7.    MISCELLANEOUS.

Section 7.01  Counterparts.

         This Deposit Agreement may be executed in any number of

counterparts, each of which shall be deemed an original and all

of such counterparts shall constitute one and the same

instrument.  Copies of this Deposit Agreement shall be filed with

the Depositary and each Custodian and shall be open to inspection

by any Holder of a Receipt during business hours.

Section 7.02  No Third Party Beneficiaries.

         This Deposit Agreement is for the exclusive benefit of

the parties hereto and shall not be deemed to give any legal or

equitable right, remedy or claim whatsoever to any other person.

Section 7.03  Severability.

         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  Holders as Parties;  Binding Effect.

         The Holders of Receipts from time to time shall by

accepting or holding a Receipt or by seeking or accepting

registration of a Receipt on the books of the Depositary shall be

parties to this Deposit Agreement and shall be bound by all of

the terms and conditions hereof and of the Receipts.




                               48




<PAGE>

Section 7.05  Notices.

         Any and all notices to be given to the Company shall be

deemed to have been duly given if personally delivered or sent by

mail or air courier or cable, telex or facsimile transmission

confirmed by letter, addressed to Hemisphere House, 9 Church

Street West, Hamilton HM11, Bermuda, or any other place to which

the Company may have transferred its principal office.

         Any and all notices to be given to the Depositary shall

be deemed to have been duly given if in English and personally

delivered or sent by mail or air courier or by cable, telex or

facsimile transmission confirmed by letter, addressed to The Bank

of New York, 101 Barclay Street, New York, New York 10286,

Attention:  American Depositary Receipt Administration, or any

other place to which the Depositary may have transferred its

Corporate Trust Office.

         Any and all notices to be given to any Holder shall be

deemed to have been duly given if personally delivered or sent by

mail or air courier or by cable, telex or facsimile transmission

confirmed by letter, addressed to such Holder at the address of

such Holder as it appears on the transfer books for Receipts 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.






                               49




<PAGE>

         Delivery of a notice sent by mail or air courier or by

cable, telex or facsimile transmission shall be deemed to be

effective at the time when a duly addressed letter containing the

same (or a confirmation thereof in the case of a cable, telex or

facsimile transmission) is deposited, postage prepaid, in a

post-office letter box or delivered to an air courier service.

The Depositary or the Company may, however, act upon any cable,

telex or facsimile transmission received by it, notwithstanding

that such cable, telex or facsimile transmission shall not

subsequently be confirmed by letter as aforesaid.

Section 7.06  Governing Law.

         This Deposit Agreement and the Receipts shall be

interpreted and all rights hereunder and thereunder and

provisions hereof and thereof shall be governed by the laws of

the State of New York.

Section 7.07  Compliance with U.S. Securities Laws.

         Notwithstanding anything in this Deposit Agreement to

the contrary, the Company and the Depositary each agrees that it

will not exercise any rights it has under this Deposit Agreement

to prevent the withdrawal or delivery of Deposited Securities in

a  manner which would violate the United States securities laws,

including, but not limited to, Section I A(1) of the General

Instructions to the Form F-6 Registration Statement, as amended

from time to time, under the Securities Act of 1933.






                               50




<PAGE>

         IN WITNESS WHEREOF, FRONTLINE LTD. LIMITED and THE BANK

OF NEW YORK have duly executed this agreement as of the day and

year first set forth above, and all Holders shall become parties

hereto upon acceptance by them of Receipts issued in accordance

with the terms hereof.



                                 FRONTLINE LTD.



                                 By:______________________







                                 THE BANK OF NEW YORK,

                                 as Depositary







                                 By:____________________


















                               51




<PAGE>

                 Exhibit A to Deposit Agreement

                                 ___________________________
                                 AMERICAN DEPOSITARY SHARES
                                 (Each American Depositary
                                 Share represents one
                                 deposited Share)


                      THE BANK OF NEW YORK
                   AMERICAN DEPOSITARY RECEIPT
                   FOR ORDINARY SHARES OF THE
                   PAR VALUE OF $2.50 EACH OF
                         FRONTLINE LTD.
            (INCORPORATED UNDER THE LAWS OF BERMUDA)

The Bank of New York as depositary (hereinafter called the
"Depositary"), hereby certifies that _______________________
_____________________________________________________________
_________________________________________, or registered assigns
IS THE HOLDER OF _______________________________________________

                   AMERICAN DEPOSITARY SHARES

representing deposited Ordinary Shares  (herein called "Shares")
of Frontline Ltd., incorporated under the laws of Bermuda (herein
called the "Company").  At the date hereof, each American
Depositary Share represents one (1) Share which are either
deposited or subject to deposit under the deposit agreement at
the London, England office of The Bank of New York ( herein
called the "Custodian").  The Depositary's Corporate Trust Office
is located at a different address than its principal executive
office.  Its Corporate Trust Office is located at 101 Barclay
Street, New York, N.Y. 10286, and its principal executive office
is located at One Wall Street, New York, N.Y. 10286.
       THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
            101 BARCLAY STREET, NEW YORK, N.Y.  10286

1.  THE DEPOSIT AGREEMENT.

    This American Depositary Receipt is one of an issue (herein
called "Receipts"), all issued and to be issued upon the terms
and conditions set forth in the deposit agreement, dated as of
November 24, 1993, amended and restated as of _______, 2001
(herein called the "Deposit Agreement"), by and among the
Company, the Depositary, and all Holders from time to time of
Receipts issued thereunder, each of whom by accepting or holding
a Receipt agrees to become a party thereto and become bound by
all the terms and conditions thereof.  The Deposit Agreement sets
forth the rights of Holders of the Receipts and the rights and
duties of the Depositary in respect of the Shares deposited





<PAGE>

thereunder and any and all other securities, property and cash
from time to time received in respect of  such Shares and held
thereunder (such Shares, securities, property, and cash are
herein called "Deposited Securities").  Copies of the Deposit
Agreement are on file at the Depositary's Corporate Trust Office
in New York City and at the office of the Custodian.
The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Deposit Agreement and are
qualified by and subject to the detailed provisions of the
Deposit Agreement, to which reference is hereby made. Capitalized
terms not defined herein shall have the meanings set forth in the
Deposit Agreement.

2.  SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

    Upon surrender at the Corporate Trust Office of the
Depositary of this Receipt, and upon payment of the fee of the
Depositary provided in this Receipt and all applicable taxes and
governmental charges, and subject to the terms and conditions of
the Deposit Agreement, the Holder hereof is entitled to delivery,
to him or upon his order, of the amount Deposited Securities at
the time represented by the American Depositary  Shares for which
this Receipt is issued.  Delivery of such Deposited Securities
(a) may be made by the delivery of certificates in the name of
the Holder hereof or as ordered by him or by the delivery of
certificates properly endorsed or accompanied by proper
instruments of transfer and (b) shall include any other
securities, property and cash to which such Holder is then
entitled in respect of this Receipt.  Such delivery will be made
at the option of the Holder hereof, either at the office of the
Custodian or at the Corporate Trust Office of the Depositary,
provided that the forwarding of certificates for Shares or other
Deposited Securities for such delivery at the Corporate Trust
Office of the Depositary shall be at the risk and expense of the
Holder hereof.

3.  TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

    The transfer of this Receipt is registrable on the books of
the Depositary at its Corporate Trust Office by the Holder hereof
in person or by a duly authorized attorney, upon surrender of
this Receipt properly endorsed for transfer or accompanied by
proper instruments of transfer and funds sufficient to pay any
applicable transfer taxes and governmental charges and the
expenses of the Depositary and upon compliance with such
regulations, if any, as the Depositary may establish for such
purpose.  This Receipt may be split into other such Receipts, or
may be combined with other such Receipts into one Receipt,
evidencing the same aggregate number of American Depositary
Shares as the Receipt or Receipts surrendered.  As a condition
precedent to the execution and delivery, registration of


                                2



<PAGE>

transfer, split-up, combination, or surrender of any Receipt or
withdrawal of any Deposited Securities, the Depositary, the
Custodian, or Registrar may require payment from the presentor of
the Receipt of a sum sufficient to reimburse it for any tax or
other governmental charge (including without limitation any tax
or governmental charge provided for in Section 2.02, 2.03, 2.04,
2.05 or 3.02) of the Deposit Agreement  and any stock transfer or
registration fee with respect thereto (including any such tax or
charge and fee with respect to Shares being deposited or
withdrawn) and payment of any applicable fees as provided in this
Receipt, may require the production of proof satisfactory to it
as to the identity and genuineness of any signature and may also
require compliance with any regulations  the Depositary may
establish consistent with the provisions of the Deposit Agreement
or this Receipt, including, without limitation, paragraph ( 3) of
this Receipt and subject in all cases to paragraph (22) of this
Receipt.

The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the
registration of transfer of Receipts in particular instances may
be refused, or the registration of transfer of outstanding
Receipts generally may be suspended, during any period when the
transfer books of the Depositary or the Company are closed, or if
any such action is deemed necessary or advisable by the
Depositary 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 the
Deposit Agreement or this Receipt, or for any other reason,
subject to the provisions of the following sentence.  The
surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended, except for ( i) temporary delays
caused by closing the transfer books of the Depositary or the
Company or the deposit of Shares in connection with voting at a
shareholders' meeting, or the payment of dividends, (ii) the
payment of fees, taxes and similar charges, and (iii) compliance
with any U.S. or foreign laws or governmental regulations
relating to the Receipts or to the withdrawal of the Deposited
Securities. Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under the Deposit
Agreement any Shares required to be registered under the
provisions of the Securities Act of 1933,  unless a registration
statement is in effect as to such Shares.

4.  LIABILITY OF HOLDER FOR TAXES.

    If any tax or other governmental charge shall become payable
with respect to any Receipt or any Deposited Securities
represented by American Depositary Shares evidenced hereby, such
tax or other governmental charge shall be payable by the Holder
hereof to the Depositary.  The Depositary may refuse to effect


                                3



<PAGE>

any transfer of this Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by
such Receipt until such payment is made, and may withhold any
dividends or other distributions, or may sell for the account of
the Holder hereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by this
Receipt, and may apply such dividends or other distributions or
the proceeds of any such sale in payment of such tax or other
governmental charge and the Holder hereof shall remain liable for
any deficiency.

5.  WARRANTIES OF DEPOSITORS.

    Every person depositing Shares under the Deposit Agreement
shall be deemed thereby to represent and warrant that such Shares
and each certificate therefor are validly issued and that such
Shares are fully paid and non assessable  and that the person
making such deposit is duly authorized so to do.  Every such
person shall also be deemed to represent that the deposit of such
Shares and the sale of Receipts evidencing American Depositary
Shares representing such Shares by that person are not restricted
under the Securities Act of 1933.  Such representations and
warranties shall survive the deposit of Shares and issuance of
Receipts.

 6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

    Any person presenting Shares for deposit or any Holder of a
Receipt may be required from time to time to file with the
Depositary or the Custodian such proof of citizenship or
residence, exchange control approval, or such information
relating to the registration on the books of the Company or  the
Foreign Registrar, if applicable, to execute such certificates
and to make such representations and warranties, as  (i) the
Depositary may deem necessary or proper or (ii) the Company may
reasonably require by written notice to the Depositary.  The
Depositary may withhold the delivery or registration of transfer
of any Receipt or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery
of any Deposited Securities until such proof or other information
is filed or such certificates are executed or such
representations and warranties made.  No Share shall be accepted
for deposit unless accompanied by evidence satisfactory to the
Depositary  (which may be an opinion of counsel) that any
necessary approval has been granted by any governmental body in
Bermuda which is then performing the function of the regulation
of currency exchange.






                                4



<PAGE>

7.  CHARGES OF DEPOSITARY.

    The Company agrees to pay the fees, charges, and reasonable
out-of-pocket expenses of the Depositary and those of any
Registrar in accordance with and only to the extent provided for
in written agreements entered into between the Depositary and the
Company from time to time.  The Depositary shall present its
statement for such charges and expenses to the Company once every
three months.  The charges and expenses of the Custodian are for
the sole account of the Depositary.

    The following charges shall be incurred by any party
depositing or withdrawing Shares or by any party surrendering
Receipts or to whom Receipts are issued (including, without
limitation, issuance pursuant to a stock dividend or stock split
declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.03 [Distribution in Shares] of the Deposit
Agreement), whichever applicable: (1) taxes and other
governmental charges, (2) such registration fees as may from time
to time be in effect for the registration of transfers of Shares
generally on the Share register of the Company or Foreign
Registrar and applicable to transfers of Shares to the name of
the Depositary or its nominee or the Custodian or its nominee on
the making of deposits or withdrawals hereunder, (3) such cable,
telex and facsimile transmission expenses as are expressly
provided in the Deposit Agreement, (4) such expenses as are
incurred by the Depositary in the conversion of foreign currency
pursuant to Section 4.05 [Conversion of Foreign Currency] of the
Deposit Agreement, (5) a fee not in excess of $5.00 per 100
American Depositary Shares (or portion thereof) for the execution
and delivery of Receipts pursuant to Sections 2.03 [Execution and
Delivery of Receipts], or 4.03 [Distribution in Shares], and the
surrender of Receipts pursuant to Section 2.05 [Surrender of
Receipts and Withdrawal of Shares] of the Deposit Agreement,  (6)
a fee not in excess of $2.00 per 100 American Depositary Receipts
for any cash distributions pursuant to Section 4.01 [Cash
Distributions] of the Deposit Agreement and  (7) a fee for the
distribution of proceeds of sales of securities or rights
pursuant to Sections 4.02 [Distributions other than Cash Shares
or Rights] or 4.04 [Rights], respectively, of the Deposit
Agreement, such fee being in an amount equal to the fee for the
issuance of American Depositary Shares referred to above which
would have been charged as a result of the deposit by Holders of
securities (for purposes of this clause  (7) treating all such
securities as if they were Shares) or Shares received in exercise
of rights distributed to them pursuant to Sections 4.02
[Distributions other than Cash Shares or Rights] or 4.04 [Shares]
respectively, of the Deposit Agreement, but which securities
rights are instead sold by the Depositary, and the net proceeds



                                5



<PAGE>

distributed, which fee shall be deducted from the proceeds
distributed.
The Depositary, subject to Paragraph (8) hereof, may own and deal
in any class of securities of the Company and its affiliates and
in Receipts.

8.  PRE-RELEASE OF SHARES AND RECEIPTS.

    Notwithstanding Section 2.03 [Execution and Delivery of
Receipts] of the Deposit Agreement, the Depositary may execute
and deliver Receipts prior to the receipt of Shares pursuant to
Section 2.02 [Deposit of Shares] of the Deposit Agreement
("Pre-Release").  The Depositary may, pursuant to Section 2.05
[Surrender of Receipts and Withdrawal of Shares] of the Deposit
Agreement, deliver Shares upon the receipt and cancellation of
Receipts which have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or
the Depositary knows that such Receipt has been Pre-Released.
The Depositary may receive Receipts in lieu of Shares in
satisfaction of a Pre-Release.  Each Pre-Release will be (a)
preceded or accompanied by a written representation from the
person to whom Receipts are to be delivered that such person, or
its customer, owns the Shares or Receipts to be remitted, as the
case may be, (b) at all times fully collateralized with cash or
such other collateral as the Depositary deems appropriate, (c)
terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and
credit regulations as the Depositary deems appropriate.  The
number of American Depositary Shares which are outstanding at any
time as a result of Pre-Release will not normally exceed thirty
percent (30%) of the  Shares deposited under the Deposit
Agreement; provided, however, that the Depositary reserves the
right to change or disregard such limit from time to time as it
deems appropriate.

    The Depositary may retain for its own account any
compensation received by it in connection with the foregoing.

9.  TITLE TO RECEIPTS.

    It is a condition of this Receipt and every successive Holder
of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt (and the American Depositary
Shares evidenced hereby) when properly endorsed or accompanied by
proper instruments of transfer, is transferable by delivery with
the same effect as in the case of a negotiable instrument;
provided, however, that the Depositary, notwithstanding any
notice to the contrary, may treat the person in whose name this
Receipt is registered on the books of the Depositary as the
absolute owner hereof for the purpose of determining the person
entitled to distribution of dividends or other distributions or


                                6



<PAGE>

to any notice provided for in the Deposit Agreement and for all
other purposes.

10.  VALIDITY OF RECEIPT.

    This Receipt shall not be entitled to any benefits under the
Deposit Agreement or be valid or obligatory for any purpose,
unless this Receipt shall have been executed by the Depositary by
the manual or facsimile signature of a duly authorized signatory
of the Depositary and, if a Registrar for the Receipts shall have
been appointed, countersigned by the manual  signature of a duly
authorized officer of the Registrar.

11.  REPORTS; INSPECTION OF TRANSFER BOOKS.

    The Company 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
(hereinafter called the "Commission").
Such reports and communications will be available for inspection
and copying by Holders at the public reference facilities
maintained by the Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549.

    The Depositary will make available for inspection by Holders
of Receipts at its Corporate Trust Office any reports and
communications, including any proxy soliciting material, received
from the Company which are both (a) received by the Depositary as
the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the
Company.  The Depositary will also send to Holders of Receipts
copies of such reports when furnished by the Company pursuant to
the Deposit Agreement.

    The Depositary will keep books for the registration of
Receipts and transfers of Receipts in the City of New York, which
at all reasonable times shall be open for inspection by the
Holders of Receipts; provided that such inspection shall not be
for the purpose of communicating with Holders of Receipts in the
interest of a business or object other than the business of the
Company or a matter related to the Deposit Agreement or the
Receipts.

12.  DIVIDENDS AND DISTRIBUTIONS.

    Whenever the Depositary or the Custodian receives any cash
dividend or other cash distribution on any Deposited Securities,
the Depositary or the Custodian will, subject to the Deposit
Agreement, convert such dividend or distribution, if received in
a foreign currency (i.e. a currency other than  Dollars), and
such amounts received  in a foreign currency can in the judgment


                                7



<PAGE>

of the Depositary be converted on a reasonable basis into United
States Dollars transferable to the United States, and will
distribute the amount thus received (net of expenses in the case
of amounts converted from foreign currency) to the Holders of
Receipts entitled thereto, provided, however, that in the event
that the Company, the Custodian or the Depositary is required to
withhold and does withhold from any cash dividend or other cash
distribution in respect of any Deposited Securities an amount on
account of taxes, the amount distributed to the Holders of the
Receipts evidencing American Depositary Shares representing such
Deposited Securities shall be reduced accordingly.

    Subject to the provisions of Section 4.11 [Withholding] and
5.09 [Charges of the Depositary] of the Deposit Agreement,
whenever the Depositary or the Custodian receives any
distribution (other than a distribution of cash, Shares, rights
to subscribe for Shares or rights of any other nature), the
Depositary will cause the securities or property received by it
to be distributed to the Holders of Receipts entitled thereto, in
any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution; provided, however, that if
in the opinion of the Depositary it cannot cause such securities
or property to be distributed or such distribution cannot be made
proportionately among the Holders of Receipts entitled thereto,
or if for any other reason the Depositary deems such distribution
not to be feasible, the Depositary may adopt such method as it
may deem equitable and practicable for the purpose of effecting
such distribution, including, but not limited to, the public or
private sale of the securities or property thus received, or any
part thereof, and the net proceeds of any such sale (net of the
fees of the Depositary as provided in Section 5.09 [Charges of
the Depositary] of the Deposit Agreement) shall be distributed by
the  Depositary to the Holders of Receipts entitled thereto as in
the case of a distribution received in cash.

    If any distribution consists of a dividend in, or free
distribution of, Shares, the Depositary may, with the Company's
approval, and shall if the Company shall so request, distribute
to the Holders of outstanding Receipts entitled thereto,
additional Receipts evidencing an aggregate number of American
Depositary Shares representing the amount of Shares received as
such dividend or free distribution, subject to the terms and
conditions of the Deposit Agreement with respect to the deposit
of Shares and the issuance of American Depositary Shares
evidenced by Receipts, including the withholding of any tax or
other governmental charge as provided in Section 4.11
[Withholding] of the Deposit Agreement and the payment of the
fees of the Depositary as provided in Section 5.09 of the Deposit
Agreement.  In lieu of delivering Receipts for fractional
American Depositary Shares in any such case, the Depositary will
sell the amount of Shares represented by the aggregate of such


                                8



<PAGE>

fractions and distribute the net proceeds in Dollars, all in the
manner and subject to the conditions set forth in Section 4.01
[Cash Distributions] of the Deposit Agreement.  If additional
Receipts are not so distributed, each American Depositary Share
shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.

    Notwithstanding any other provision of the Deposit Agreement
or this Receipt, in the event that the Depositary determines that
any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax or other governmental
charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a
portion of such property (including Shares and rights to
subscribe therefor) in such amounts and in such manner as  the
Depositary deems necessary and practicable to pay any such taxes
or charges, and the Depositary shall distribute the net proceeds
of any such sale after deduction of such taxes or charges to the
Holders of Receipts entitled thereto.

13.  CONVERSION OF FOREIGN CURRENCY.

    Whenever the Depositary or the Custodian shall receive
foreign currency (i.e. currency other than Dollars), by way of
dividends or other distributions or the net proceeds from the
sale of securities, property or rights, and if at the time of the
receipt thereof the foreign currency so received can in the
judgment of the Depositary be converted on a reasonable basis
into Dollars and the resulting Dollars transferred to the United
States, the Depositary shall convert or cause to be converted, by
sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to
the Holders entitled thereto or, if the Depositary shall have
distributed any warrants or other instruments which entitle the
holders thereof to such Dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for
cancellation.  Such distribution may be made upon an averaged or
other practicable basis without regard to any distinctions among
Holders on account of exchange restrictions, the date of delivery
of any Receipt or otherwise and shall be net of any expenses of
conversion into Dollars incurred by the Depositary as provided in
Section 5.09 [Charges of the Depositary] of the Deposit
Agreement.

    If such conversion or distribution can be effected only with
the approval or license of any government or authority or agency
thereof, the Depositary shall file such application for approval
or license, if any, as it may deem desirable.

    If at any time the Depositary shall determine that in its
judgment any foreign currency received by the Depositary is  not


                                9



<PAGE>

convertible on a reasonable basis into Dollars transferable to
the United States, or if any approval or license of any
government or authority or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is
not obtainable, or if any such approval or license is not
obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such
foreign currency) received by the Depositary to, or in its
discretion may hold such foreign currency uninvested and without
liability for interest thereon for the respective accounts of,
the Holders entitled to receive the same.

    If any such conversion of foreign currency, in whole or in
part, cannot be effected for distribution to certain of the
Holders entitled thereto, the Depositary may in its discretion
make such conversion and distribution in Dollars to the extent
permissible to the Holders for whom such conversion and
distribution is practicable and may distribute the balance of the
foreign currency received by the Depositary to, or hold such
balance uninvested and without liability for interest thereon for
the respective accounts of, the Holders entitled thereto.

14.  RIGHTS.

    (a)  In the event that the Company shall offer or cause to be
offered to the holders of any Deposited Securities any rights to
subscribe for additional Shares or any rights of any other
nature, the Depositary shall have discretion as to the procedure
to be followed in making such rights available to any Holders or
in disposing of such rights on behalf of any Holders and making
the net proceeds available to such Holders in Dollars; provided,
however, that the Depositary will, if requested by the Company,
take action as follows:

         (i)  if at the time of the offering of any rights the
Depositary determines in its discretion that it is lawful and
feasible to make such rights available to all or certain Holders
but not to other Holders, the Depositary shall distribute to any
Holder to whom it determines the distribution to be lawful and
feasible, in proportion to the number of American Depositary
Shares held by such Holder, warrants or other instruments
therefor in such form as it deems appropriate; and

         (ii) if the Depositary determines in its discretion that
it is not lawful and feasible to make such rights available to
all or certain Holders by means of warrants or otherwise, it
shall to the extent practicable, subject to the provisions of the
Deposit Agreement, sell the rights, warrants or other instruments
in proportion to the number of American Depositary Shares held by
the Holders to whom it has determined it may not lawfully or


                               10



<PAGE>

feasibly make such rights available, and distribute the net
proceeds of such sales (net of the fees of the Depositary as
provided in Section 5.09 [Charges of the Depositary] of the
Deposit Agreement and all taxes and governmental charges payable
in connection with such rights and subject to the terms and
conditions of the Deposit Agreement) to the Holders otherwise
entitled to such rights, warrants or other instruments, upon an
averaged or other practical basis without regard to any
distinctions among such Holders because of exchange restrictions
or the date of delivery of any Receipt or otherwise.

    If by the terms of such rights offering or for any other
reason, the Depositary may not either make such rights available
to any Holders or dispose of such rights and make the net
proceeds available to such Holders, then the Depositary may allow
the rights to lapse.

    (b)  In circumstances in which rights would otherwise not be
made available to all or certain Holders, if a Holder of Receipts
requests the distribution of warrants or other instruments in
order to exercise the rights allocable to the American Depositary
Shares of such Holder hereunder, the Depositary will make such
rights available to such Holder upon written notice from the
Company to the Depositary that  (i) the Company has elected in
its sole discretion to permit such rights to be exercised and
(ii) such Holder has executed such documents as the Company has
determined in its sole discretion are reasonably required under
applicable law.

    In the case of a distribution pursuant to an exemption from
registration under the Securities Act of 1933, such Receipts
shall be legended in accordance with applicable U.S. laws, and
shall be subject to the appropriate restrictions on sale,
deposit, cancellation, and transfer under such laws.

    The Depositary will not offer rights to Holders unless the
offer and issuance of such rights and the offer, issuance and
sale of the securities to which such rights relate are either
exempt from registration under the Securities Act of 1933 with
respect to a distribution to all Holders or are registered under
the provisions of such Act.  If a Holder of Receipts requests the
distribution of warrants or other instruments, notwithstanding
that there has been no such registration under such Act, the
Depositary shall not effect such distribution unless it has
received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such
distribution to such Holder is exempt from such registration.
The Company shall have no obligation to register such offer,
issuance or sale or to effect any such issuance, offer or sale
pursuant to any such exemption.



                               11



<PAGE>

    (c)  If the Depositary has distributed warrants or other
instruments for rights to all or certain Holders, then upon
instruction from such a Holder pursuant to such warrants or other
instruments to the Depositary from such Holder to exercise such
rights, upon payment by such Holder to the Depositary for the
account of such Holder of an amount equal to the purchase price
of the Shares to be received upon the exercise of the rights, and
upon payment of the fees of the Depositary and any other charges
as set forth in such warrants or other instruments, the
Depositary shall, on behalf of such Holder, exercise the rights
and purchase the Shares, and the Company shall cause the Shares
so purchased to be delivered to the Depositary on behalf of such
Holder.  As agent for such Holder, the Depositary will cause the
Shares so purchased to be deposited pursuant to Section 2.02 of
the Deposit Agreement, and shall, pursuant to Section 2.03 of the
Deposit Agreement, execute and deliver Receipts to such Holder.
If the rights represented by such warrants or such other
instruments are not exercised and appear to be about to lapse,
the Depositary in its discretion shall, to the extent
practicable, sell such rights or such warrants or other
instruments at public or private sale, at such place or places
and upon such terms as it may deem proper, and distribute the
proceeds of such sales to the Holders of Receipts otherwise
entitled to such rights, warrants or other instruments upon an
averaged or other practicable basis without regard to any
distinctions among such Holders because of exchange restrictions
or the date of delivery of any Receipt or Receipts, or otherwise.

    (d)  The Depositary shall not be responsible for any failure
to determine that it may be lawful or feasible to make rights
available to Holders in general or any Holder in particular.

15.  RECORD DATES.

    Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made,
or whenever rights shall be issued with respect to the Deposited
Securities, or whenever for any reason there is a change in the
number of Shares that are represented by each American Depositary
Share, or whenever the Depositary shall receive notice of any
meeting of holders of Shares or other Deposited Securities, the
Depositary shall fix a record date (a) for the determination of
the Holders of Receipts who shall be (i) entitled to receive such
dividend, distribution or rights or the net proceeds of the sale
thereof or (ii) entitled to give instructions for the exercise of
voting rights at any such meeting, or (b) on or after which each
American Depositary Share will represent the changed number of
Shares, subject to the provisions of the Deposit Agreement.





                               12



<PAGE>

16.  VOTING OF DEPOSITED SECURITIES.

    Upon receipt of notice of any meeting of holders of Shares or
other Deposited Securities, if requested in writing by the
Company, the Depositary shall, as soon as practicable thereafter,
mail to the Holders of Receipts a notice, the form of which
notice shall be in the sole discretion of the Depositary which
shall consult with the Company, as to the form of such notice,
which notice shall contain (a) such information as is contained
in such notice of meeting,  (provided that in the event the
Depositary shall summarize such information as is contained in
the notice of meeting, such summary shall be approved by the
Company) (b) a statement that the Holders of Receipts as of the
close of business on a specified record date will be entitled,
subject to any applicable provision of Bermuda law and of the
Bye-laws of the Company, to instruct the Depositary as to the
exercise of the voting rights, if any, pertaining to the amount
of Shares or other Deposited Securities represented by their
respective American Depositary  Shares and (c) a brief statement
as to the manner in which such instructions may be given,
including an express indication that instructions may be given to
the Depositary to give a discretionary proxy to a person
designated by the Board of Directors of the Company.  Upon the
written request of a Holder of a Receipt on such record date,
received on or before the date established by the Depositary for
such purpose, the Depositary shall endeavor in so far as
practicable to vote or cause to be voted the amount of Shares or
other Deposited Securities represented by such American
Depositary Shares evidenced by such Receipt in accordance with
the instructions set forth in such request.

    If after complying with the procedures set forth in the above
paragraph the Depositary does not receive instructions from the
Holder of a Receipt on or before the date established by the
Depositary for such purpose, the Depositary will give a
discretionary proxy for the Shares evidenced by such Receipt to a
person designated by the Board of Directors of the Company.

17.  CHANGES AFFECTING DEPOSITED SECURITIES.

    In circumstances where the provisions of Section 4.03
[Distribution in Shares] of the Deposit Agreement do not apply,
upon any change in nominal value, change in par value, split-up,
consolidation, or any other reclassification of Deposited
Securities, or upon any recapitalization, reorganization, merger
or consolidation, or sale of assets affecting the Company or to
which it is a party, any securities which shall be received by
the Depositary or a Custodian in exchange for or in conversion of
or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American
Depositary Shares shall thenceforth represent the new Deposited


                               13



<PAGE>

Securities so received in exchange  or conversion, unless
additional Receipts are delivered pursuant to the following
sentence.  In any such case the Depositary may, with the
Company's approval, and shall if the Company shall so request,
execute and deliver additional Receipts as in the case of a
dividend in Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing
such new Deposited Securities.

18.  LIABILITY OF THE COMPANY AND DEPOSITARY.

    Neither the Depositary 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 of the
United States, Bermuda, the United Kingdom or any other country,
or of any other governmental or regulatory authority or stock
exchange, or by reason of any provision, present or future, of
the Bye-laws of the Company, or by reason of any act of God or
war or other circumstances beyond its control, the Depositary or
the Company shall be prevented or forbidden from or be subject to
any civil or criminal penalty on account of, doing or performing
any act or thing which by the terms of the Deposit Agreement it
is provided shall be done or performed; nor shall the Depositary
or the Company incur any liability to any Holder of a Receipt by
reason of any nonperformance or delay, caused as aforesaid, in
the performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or
performed, or by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit Agreement.
Where, by the terms of a distribution pursuant to Sections 4.01
[Cash Distributions], 4.02 [Distributions Other Than Cash Shares
or Rights], or 4.03 [Distributions in Shares] of the Deposit
Agreement, or an offering or distribution pursuant to Section
4.04 [Rights] of  the Deposit Agreement or for any other reason,
such distribution or offering may not be made available to
Holders of Receipts, and the Depositary may not dispose of such
distribution or offering on behalf of such Holders and make the
net proceeds available to such Holders, then the Depositary shall
not make such distribution or offering, and shall allow any
rights, if applicable, to lapse.  Neither the Company nor the
Depositary assumes any obligation nor shall either of them be
subject to any liability under the Deposit Agreement to Holders
of Receipts, except that they agree to use their best judgment
and to act in good faith in the performance of their obligations
specifically set forth in the Deposit Agreement.  The Depositary
shall not be subject to any liability with respect to the
validity or worth of the Deposited Securities.  Neither the
Depositary nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit, or other
proceeding in respect of any Deposited Securities or in respect
of the Receipts, which in its opinion may involve it in expense


                               14



<PAGE>

or liability, unless indemnity satisfactory to it against all
expense and liability shall be furnished as often as may be
required, and the Custodian shall not be under any obligation
whatsoever with respect to such proceedings, the responsibility
of the Custodian being solely to the Depositary.  Neither the
Depositary nor the Company shall be liable for any action or
non-action by it in reliance upon the advice of or information
from legal counsel, accountants, any person presenting Shares for
deposit, any Holder of a Receipt, or any other person believed by
it in good faith to be competent to give such advice or
information.  The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the
Deposited Securities, or for the manner in which any such vote is
cast or the effect of any such vote, provided that any such
action or non-action is in good faith.  The Depositary shall not
be liable for any acts or omissions made by a successor
depositary whether in connection  with a previous act or omission
of the Depositary or in connection with a matter arising wholly
after the removal or resignation of the Depositary, provided that
in connection with the issue out of which such potential
liability arises the Depositary performed its obligations without
negligence or bad faith while it acted as Depositary.  The
Company has agreed to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and
to hold each of them harmless from, any liability or expense
(including, but not limited to, the fees and expenses of counsel)
which may arise out of any registration with Securities and
Exchange Commission of Receipts, American Depositary Shares or
Deposited Securities or the offer and sale thereof in the United
States or out of acts performed or omitted, in accordance with
the provisions of the Deposit Agreement and of the Receipts, as
the same may be amended, modified, or supplemented from time to
time, (i) by either the Depositary or a Custodian or their
respective directors, employees, agents and affiliates, except
for any liability or expense arising out of the negligence or bad
faith of either of them, or (ii) by the Company or any of its
directors, employees, agents and affiliates.  No disclaimer of
liability under the Securities Act of 1933 is intended by any
provision of the Deposit Agreement.

19.  RESIGNATION AND REMOVAL OF THE DEPOSITARY.

    The Depositary may at any time resign as Depositary hereunder
by written notice of its election so to do delivered to the
Company, such resignation to take effect upon the appointment of
a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement.  The Depositary may at any
time be removed by the Company by written notice of such removal,
effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit
Agreement.  Whenever the Depositary in its discretion determines


                               15



<PAGE>

that it is in the best interest of  the Holders of Receipts to do
so, it may appoint a substitute or additional custodian or
custodians.

20.  AMENDMENT.

    The form of the Receipts and any provisions of the 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.  Any amendment which
shall impose or increase any fees or charges (other than taxes
and other governmental charges, registration fees, cable, telex
or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial
existing right of Holders of Receipts, shall, however, not become
effective as to outstanding Receipts until the expiration of
sixty (60) days after notice of such amendment shall have been
given to the Holders of outstanding Receipts.  Every Holder of a
Receipt at the time any amendment so 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.  In no event shall any amendment impair the
right of the Holder of any Receipt to surrender such Receipt and
receive therefor the Deposited Securities represented by American
Depositary Shares evidenced thereby, except for such amendments
as are made in order to comply with mandatory provisions of
applicable law.

21. TERMINATION OF DEPOSIT AGREEMENT.

    The Depositary shall at any time at the direction of the
Company terminate the Deposit Agreement by mailing notice of such
termination to the Holders of all Receipts then outstanding at
least ninety (90) days prior to the date fixed in such notice for
such termination.  The Depositary may likewise terminate the
Deposit Agreement by mailing notice of such termination to the
Company and the Holders of all Receipts then  outstanding if at
any time ninety (90) days shall have expired after the Depositary
shall have delivered to the Company a written notice of its
election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in the Deposit
Agreement.  On and after the date of termination, the Holder of a
Receipt, will, upon (a) surrender of such Receipt at the
Corporate Trust Office of the Depositary, (b) payment of the fee
of the Depositary for the surrender of Receipts referred to in
Section 2.05 of the Deposit Agreement, and (c) payment of any
applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited
Securities represented by the American Depositary Shares
evidenced by such Receipt.  If any Receipts shall remain
outstanding after the date of termination, the Depositary


                               16



<PAGE>

thereafter shall discontinue the registration of transfers of
Receipts, shall suspend the distribution of dividends to the
Holders thereof, and shall not give any further notices or
perform any further acts under the Deposit Agreement, except that
the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell
rights as provided in the Deposit Agreement, and shall continue
to deliver Deposited Securities, together with any dividends or
other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary (after deducting, in
each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Holder of such
Receipt in accordance with the terms and conditions of the
Deposit Agreement, and any applicable taxes or governmental
charges).  At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited
Securities then held under the Deposit Agreement and may
thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it thereunder,
unsegregated and  without liability for interest, for the pro
rata benefit of the Holders of Receipts which have not
theretofore been surrendered, such Holders thereupon becoming
general creditors of the Depositary with respect to such net
proceeds.  After making such sale, the Depositary shall be
discharged from all obligations under the Deposit Agreement,
except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the
Holder of such Receipt in accordance with the terms and
conditions of the Deposit Agreement, and any applicable taxes or
governmental charges).  Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations
under the Deposit Agreement except for its obligations to the
Depositary with respect to indemnification, charges, and
expenses.

22. COMPLIANCE WITH U.S. SECURITIES LAWS.

    Notwithstanding anything herein or in the Deposit Agreement
to the contrary, the Company and the Depositary each agrees that
it will not exercise any rights it has under the Deposit
Agreement to prevent the withdrawal or delivery of Deposited
Securities in a manner which would violate the United States
Securities laws, including, but not limited to, Section I A(1) of
the General Instructions to the Form F-6 Registration Statement,
as amended from time to time, under the Securities Act of 1933.






                               17
02089009.AE9