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                                DEPOSIT AGREEMENT

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                                  by and among

                           BABCOCK & BROWN AIR LIMITED

                                    as Issuer

                                       AND

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                 as Depositary,

                                       AND

                        THE HOLDERS AND BENEFICIAL OWNERS
                   OF AMERICAN DEPOSITARY SHARES EVIDENCED BY
                  AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER


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                              Dated as of [o], 2007

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                                DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of [o], 2007, by and among (i) Babcock & Brown Air
Limited, a company incorporated under the laws of Bermuda, with its registered
office address at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and
principal executive office at West Pier, Dun Laoghaire, County Dublin, Ireland,
and its successors (the "Company"), (ii) Deutsche Bank Trust Company Americas,
an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its
capacity as depositary, with its principal office at 60 Wall Street, New York,
NY 10005, USA and any successor depositary hereunder (the "Depositary"), and
(iii) all Holders and Beneficial Owners of American Depositary Shares evidenced
by American Depositary Receipts issued hereunder (all such capitalized terms as
hereinafter defined).

                          W I T N E S S E T H  T H A T:

          WHEREAS, the Company desires to establish an ADR facility with the
Depositary to provide for the deposit of the Shares and the creation of American
Depositary Shares representing the Shares so deposited; and

          WHEREAS, the Depositary is willing to act as the Depositary for such
ADR facility upon the terms set forth in this Deposit Agreement; and

          WHEREAS, the American Depositary Receipts evidencing the American
Depositary Shares issued pursuant to the terms of this Deposit Agreement 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; and

          WHEREAS, the American Depositary Shares to be issued pursuant to the
terms of this Deposit Agreement have been approved for listing on the New York
Stock Exchange; and

          WHEREAS, the Board of Directors of the Company (or an authorized
committee thereof) has duly approved the establishment of an ADR facility upon
the terms set forth in this Deposit Agreement, the execution and delivery of
this Deposit Agreement on behalf of the Company, and the actions of the Company
and the transactions contemplated herein.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                   ARTICLE I.

                                   DEFINITIONS

          All capitalized terms used, but not otherwise defined, herein shall
have the meanings set forth below, unless otherwise clearly indicated:

     SECTION 1.1 "Affiliate" shall have the meaning assigned to such term by the
Commission under Regulation C promulgated under the Securities Act.

     SECTION 1.2 "Agent" shall mean such entity or entities as the Depositary
may appoint under Section 7.8, including the Custodian or any successor or
addition thereto.
<PAGE>
     SECTION 1.3 "American Depositary Share(s)" and "ADS(s)" American Depositary
Share(s) shall mean the securities represented by the rights and interests in
the Deposited Securities granted to the Holders and Beneficial Owners pursuant
to the terms and conditions of this Deposit Agreement and evidenced by the
American Depositary Receipts issued hereunder. Each American Depositary Share
shall represent the right to receive one Share, until there shall occur a
distribution upon Deposited Securities referred to in Section 4.2 or a change in
Deposited Securities referred to in Section 4.9 with respect to which additional
American Depositary Receipts are not executed and delivered, and thereafter each
American Depositary Share shall represent the Shares or Deposited Securities
specified in such Sections.

     SECTION 1.4 "Article" shall refer to an article of the form of Receipt set
out at Exhibit A hereto.

     SECTION 1.5 "ADS Record Date" shall have the meaning given to such term in
Section 4.7.

     SECTION 1.6 "Beneficial Owner" shall mean as to any ADS, any person or
entity having a beneficial interest in any ADSs. A Beneficial Owner need not be
the Holder of the ADR evidencing such ADSs. A Beneficial Owner may exercise any
rights or receive any benefits hereunder solely through the Holder of the ADR(s)
evidencing the ADSs in which such Beneficial Owner has an interest.

     SECTION 1.7 "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not (a) a day on which banking institutions in the
Borough of Manhattan, The City of New York are authorized or obligated by law or
executive order to close and (b) a day on which the market(s) in which Receipts
are traded are closed.

     SECTION 1.8 "Commission" shall mean the Securities and Exchange Commission
of the United States or any successor governmental agency in the United States.

     SECTION 1.9 "Company" shall mean Babcock & Brown Air Limited, a company
incorporated and existing under the laws of Bermuda, and its successors.

     SECTION 1.10 "Corporate Trust Office" when used with respect to the
Depositary, shall mean the corporate trust office of the Depositary at which at
any particular time its depositary receipts business shall be administered,
which, at the date of this Deposit Agreement, is located at 60 Wall Street, New
York, New York 10005, U.S.A.

     SECTION 1.11 "Custodian" shall mean, as of the date hereof, The Governer
and Company of the Bank of Ireland, having its principal office at New Century
House, International Financial Services Center, Lower Mayor Street, Dublin 1,
Ireland, as the custodian for the purposes of this Deposit Agreement, and any
other firm or corporation which may hereinafter be appointed by the Depositary
pursuant to the terms of Section 5.5 as a successor or an additional custodian
or custodians hereunder, as the context shall require. The term "Custodian"
shall mean all custodians, collectively.

     SECTION 1.12 "Deliver" and "Delivery" shall mean, when used in respect of
American Depositary Shares, Receipts, Deposited Securities and Shares, the
physical delivery of the certificate representing such security, or the
electronic delivery of such security by means of book-entry transfer (except
with respect to the Shares), as appropriate, including, without limitation,
through DRS/Profile. With respect to DRS/Profile ADRs, the terms "execute",
"issue", "register", "surrender", "transfer" or "cancel" refer to applicable
entries or movements to or within DRS/Profile.

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     SECTION 1.13 "Deposit Agreement" shall mean this Deposit Agreement and all
exhibits hereto, as the same may from time to time be amended and supplemented
in accordance with the terms hereof.

     SECTION 1.14 "Depositary" shall mean Deutsche Bank Trust Company Americas,
an indirect wholly owned subsidiary of Deutsche Bank A.G., in its capacity as
depositary under the terms of this Deposit Agreement, and any successor
depositary hereunder.

     SECTION 1.15 "Deposited Securities" as of any time shall mean Shares at
such time deposited or deemed to be deposited under this Deposit Agreement and
any and all other securities, property and cash received or deemed to be
received by the Depositary or the Custodian in respect thereof and held
hereunder, subject, in the case of cash, to the provisions of Section 4.6. The
collateral delivered in connection with Pre-Release Transactions described in
Section 2.10 hereof shall not constitute Deposited Securities.

     SECTION 1.16 "Dollars" and "$" shall refer to the lawful currency of the
United States.

     SECTION 1.17 "DRS/Profile" shall mean the system for the uncertificated
registration of ownership of securities pursuant to which ownership of ADSs is
maintained on the books of the Depositary without the issuance of a physical
certificate and transfer instructions may be given to allow for the automated
transfer of ownership between the books of DTC and the Depositary. Ownership of
ADSs held in DRS/Profile are evidenced by periodic statements issued by the
Depositary to the Holders entitled thereto.

     SECTION 1.18 "DTC" shall mean The Depository Trust and Clearing
Corporation, the central book-entry clearinghouse and settlement system for
securities traded in the United States, and any successor thereto.

     SECTION 1.19 "Exchange Act" shall mean the U.S. Securities Exchange Act of
1934, as from time to time amended.

     SECTION 1.20 "Foreign Currency" shall mean any currency other than Dollars.

     SECTION 1.21 "Foreign Registrar" shall mean the entity, if any, that
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, which shall initially be Codan Services Limited.

     SECTION 1.22 "Holder" shall mean the person in whose name a Receipt is
registered on the books of the Depositary (or the Registrar, if any) maintained
for such purpose. A Holder may or may not be a Beneficial Owner. A Holder shall
be deemed to have all requisite authority to act on behalf of those Beneficial
Owners of the ADRs registered in such Holder's name.

     SECTION 1.23 "Indemnified Person" and "Indemnifying Person" shall have the
meaning set forth in Section 5.8. hereof.

     SECTION 1.24 "Pre-Release Transaction" shall have the meaning set forth in
Section 2.10 hereof.

     SECTION 1.25 "Receipt(s)"; "American Depositary Receipt(s)"; and "ADR(s)"
shall mean the certificate(s) or statements issued by the Depositary evidencing
the American Depositary Shares

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issued under the terms of this Deposit Agreement, as such Receipts may be
amended from time to time in accordance with the provisions of this Deposit
Agreement. References to Receipts shall include physical certificated Receipts
as well as ADSs issued through DRS/Profile, unless the context otherwise
requires.

     SECTION 1.26 "Registrar" shall mean the Depositary or any bank or trust
company having an office in the Borough of Manhattan, The City of New York,
which shall be appointed by the Depositary to register ownership of Receipts and
transfer of Receipts as herein provided, shall include any co-registrar
appointed by the Depositary for such purposes. Registrars (other than the
Depositary) may be removed and substitutes appointed by the Depositary.

     SECTION 1.27 "Restricted ADRs"; "Restricted ADSs"; and "Restricted
Shares" shall have the respective meanings set forth in Section 2.11.

     SECTION 1.28 "Restricted Securities" shall mean Shares, or American
Depositary Shares representing such Shares, which (i) have been acquired
directly or indirectly from the Company or any of its Affiliates in a
transaction or chain of transactions not involving any public offering and
subject to resale limitations under the Securities Act or the rules issued
thereunder, or (ii) are held by an officer or director (or persons performing
similar functions) or other Affiliate of the Company, or (iii) are subject to
other restrictions on sale or deposit under the laws of the United States,
Bermuda, or under a shareholders' agreement, shareholders' lock-up agreement or
the Company's Bye-laws or under the regulations of an applicable securities
exchange unless, in each case, such Shares are being sold to persons other than
an Affiliate of the Company in a transaction (x) covered by an effective resale
registration statement or (y) exempt from the registration requirements of the
Securities Act (as hereinafter defined), and the Shares are not, when held by
such person, Restricted Securities.

     SECTION 1.29 "Securities Act" shall mean the United States Securities Act
of 1933, as from time to time amended.

     SECTION 1.30 "Shares" shall mean common shares in registered form of the
Company, par value $0.001 each, heretofore or hereafter validly issued and
outstanding and fully paid or hereafter validly issued and outstanding and fully
paid. References to Shares shall include evidence of rights to receive Shares,
whether or not stated in the particular instance; provided, however, that in no
event shall Shares include evidence of rights to receive Shares with respect to
which the full purchase price has not been paid or Shares as to which
pre-emptive rights have theretofore not been validly waived or exercised;
provided further, however, that, if there shall occur any change in par value,
split-up, subdivision, consolidation, reclassification, conversion or any other
event described in Section 4.9, in respect of the Shares of the Company, the
term "Shares" shall thereafter, to the extent permitted by law, represent the
successor securities resulting from such change in par value, split-up,
subdivision, consolidation, exchange, conversion, reclassification or event.

     SECTION 1.31 "United States" or "U.S." shall mean the United States of
America.

                                  ARTICLE II.

                  APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;
                          DEPOSIT OF SHARES; EXECUTION
                AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

     SECTION 2.1 Appointment of Depositary. The Company hereby appoints the
Depositary as exclusive depositary for the Deposited Securities and hereby
authorizes and directs the Depositary to

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act in accordance with the terms set forth in this Deposit Agreement. Each
Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest
therein) issued in accordance with the terms of this Deposit Agreement, shall be
deemed for all purposes to (a) be a party to and bound by the terms of this
Deposit Agreement and (b) appoint the Depositary its attorney-in-fact, with full
power to delegate, to act on its behalf and to take any and all actions
contemplated in this Deposit Agreement, to adopt any and all procedures
necessary to comply with applicable law and to take such action as the
Depositary in its sole discretion may deem necessary or appropriate to carry out
the purposes of this Deposit Agreement (the taking of such actions to be the
conclusive determinant of the necessity and appropriateness thereof).

     SECTION 2.2 Form and Transferability of Receipts.

          (a) 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. Receipts may be issued in
denominations of any number of American Depositary Shares. No definitive 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 or facsimile signature of a duly authorized signatory
of the Depositary. The Depositary shall maintain books on which each Receipt so
executed and delivered, in the case of definitive Receipts, and each Receipt
issued through DRS/Profile, in either case as hereinafter provided and the
transfer of each such Receipt shall be registered. Receipts in certificated form
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
office prior to the execution and delivery of such Receipts by the Registrar or
did not hold such office on the date of issuance of such Receipts.

          Notwithstanding anything in this Deposit Agreement or in the form of
Receipt to the contrary, the Depositary may, in its discretion, issue ADRs
(including Restricted ADRs) in definitive form and Holders of ADRs (other than
any Holders of Restricted ADRs who shall be required to hold ADRs in definitive
form) shall only be entitled to receive definitive Receipts, except and to the
extent the Depositary has made definitive Receipts available at the expense of
the Company (i) in its sole discretion or (ii) (a) during a continuous period
lasting at least 14 days during which DTC ceases to operate as a book-entry
clearing house and settlement system (other than by reason of holidays,
statutory or otherwise) or (b) DTC announces an intention permanently to cease
and subsequently ceases business as a book-entry clearing house and settlement
system and no alternative book-entry clearing house and settlement system
satisfactory to the Depositary is available within 45 days. Holders and
Beneficial Owners shall be bound by the terms and conditions of this Deposit
Agreement and of the form of Receipt, regardless of whether their Receipts are
certificated or issued through book-entry registration.

          (b) Legends. The ADRs may be endorsed with, or have incorporated in
the text thereof, such legends or recitals not inconsistent with the provisions
of the Deposit Agreement as may be (i) necessary to enable the Depositary and
the Company to perform their respective obligations hereunder, (ii) required to
comply with any applicable laws or regulations, or with the rules and
regulations of any securities exchange or market upon which ADSs may be traded,
listed or quoted, or to conform with any usage with respect thereto, (iii)
necessary to indicate any special limitations or restrictions to which any
particular ADRs or ADSs are subject by reason of the date of issuance of the
Deposited Securities or otherwise, or (iv) required by any book-entry system in
which the ADSs are held. Holders and Beneficial Owners shall be deemed, for all
purposes, to have notice of, and to be bound by, the terms and conditions of the
legends set forth, in the case of Holders, on the ADR registered in the name of
the applicable Holders or, in the case of Beneficial Owners, on the ADR
representing the ADSs owned by such Beneficial Owners.

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          (c) Subject to the limitations contained herein and in the form of
Receipt, title to a Receipt (and to the ADSs evidenced thereby), when properly
endorsed (in the case of certificated Receipts) or upon delivery to the
Depositary of proper instruments of transfer, shall be transferable by delivery
with the same effect as in the case of a negotiable instrument under the laws of
the State of New York; provided, however, that the Depositary, 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 and neither the Depositary nor the Company
will have any obligation or be subject to any liability under the Deposit
Agreement to any holder of a Receipt, unless such holder is the Holder thereof.

     SECTION 2.3 Deposits. (a) Subject to the terms and conditions of this
Deposit Agreement and applicable law, Shares or evidence of rights to receive
Shares (including Restricted Securities provided that any such Restricted
Securities shall be held fully segregated from Shares otherwise deposited
hereunder) may be deposited by any person (including the Depositary in its
individual capacity but subject, however, in the case of the Company or any
Affiliate of the Company, to Section 5.7 and Section 2.11 hereof). Every deposit
of Shares shall be accompanied by the following: (A) in the case of Shares
issued in registered form, appropriate instruments of transfer or endorsement,
in a form satisfactory to the Custodian, (B) such certifications and payments
(including, without limitation, the Depositary's fees and related charges) and
evidence of such payments (including, without limitation, stamping or otherwise
marking such Shares by way of receipt) as may be required by the Depositary or
the Custodian in accordance with the provisions of this Deposit Agreement, (C)
if the Depositary so requires, 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 the Shares so deposited, (D) evidence satisfactory to the
Depositary (which may include an opinion of counsel reasonably satisfactory to
the Depositary provided at the cost of the person seeking to deposit Shares)
that all conditions to such deposit have been met and all necessary approvals
have been granted by, and there has been compliance with the rules and
regulations of, any applicable governmental agency in Bermuda, and (E) if the
Depositary so requires, (i) an agreement, assignment or instrument satisfactory
to the Depositary or the Custodian which provides for the prompt transfer by any
person in whose name the Shares are or have been recorded to the Custodian of
any distribution, or right to subscribe for additional Shares or to receive
other property in respect of any such deposited Shares or, in lieu thereof, such
indemnity or other agreement as shall be satisfactory to the Depositary or the
Custodian and (ii) if the Shares are registered in the name of the person on
whose behalf they are presented for deposit, a proxy or proxies entitling the
Custodian to exercise voting rights in respect of the Shares for any and all
purposes until the Shares so deposited are registered in the name of the
Depositary, the Custodian or any nominee. No Share shall be accepted for deposit
unless accompanied by confirmation or such additional evidence, if any is
required by the Depositary, that is reasonably satisfactory to the Depositary or
the Custodian that all conditions to such deposit have been satisfied by the
person depositing such Shares under the laws and regulations of Bermuda and any
necessary approval has been granted by any governmental body in Bermuda, if any,
which is then performing the function of the regulator of currency exchange. The
Depositary may issue Receipts against evidence of rights to receive Shares from
the Company, any agent of the Company or any custodian, registrar, transfer
agent, clearing agency or other entity involved in ownership or transaction
records in respect of the Shares. Without limitation of the foregoing and
subject to Section 2.11 hereof, the Depositary shall not knowingly accept for
deposit under this Deposit Agreement any Shares or other Deposited Securities
required to be registered under the provisions of the Securities Act, unless a
registration statement is in effect as to such Shares or other Deposited
Securities, or any Shares or other Deposited Securities the deposit of which
would violate any provisions of the Memorandum and Bye-laws of the Company. The
Depositary shall use commercially reasonable efforts to comply with reasonable
written instructions of the Company that

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the Depositary shall not accept for deposit hereunder any Shares specifically
identified in such instructions at such times and under such circumstances as
may reasonably be specified in such instructions in order to facilitate the
Company's compliance with the securities laws in the United States and other
jurisdictions; provided that the Company shall indemnify the Depositary and the
Custodian for any claims and losses arising from not accepting the deposit of
any Shares identified in the Company's instructions.

          (b) As soon as practicable after receipt of any permitted deposit
hereunder and compliance with the provisions of this Deposit Agreement, the
Custodian shall present the Shares so deposited, together with the appropriate
instrument or instruments of transfer or endorsement, duly stamped, to the
Foreign Registrar for transfer and registration of the Shares (as soon as
transfer and registration can be accomplished and at the expense of the person
for whom the deposit is made) in the name of the Depositary, the Custodian or a
nominee of either. Deposited Securities shall be held by the Depositary or by a
Custodian for the account and to the order of the Depositary or a nominee, in
each case for the account of the Holders and Beneficial Owners, at such place or
places as the Depositary or the Custodian shall determine.

          (c) In the event any Shares are deposited which entitle the holders
thereof to receive a per-share distribution or other entitlement in an amount
different from the Shares then on deposit, the Depositary is authorized to take
any and all actions as may be necessary (including, without limitation, making
the necessary notations on Receipts) to give effect to the issuance of such ADSs
and to ensure that such ADSs are not fungible with other ADSs issued hereunder
until such time as the entitlement of the Shares represented by such
non-fungible ADSs equals that of the Shares represented by ADSs prior to the
original such deposit. The Company agrees to give timely written notice to the
Depositary if any Shares issued or to be issued contain rights different from
those of any other Shares theretofore issued and shall assist the Depositary
with the establishment of procedures enabling the identification of such
non-fungible Shares upon Delivery to the Custodian.

     SECTION 2.4 Execution and Delivery of Receipts. After the deposit of any
Shares pursuant to Section 2.3, the 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, first class airmail postage prepaid, or, at the request, risk
and expense of the person making the deposit, by cable, telex, SWIFT, facsimile
or electronic transmission. After receiving such notice from the Custodian, the
Depositary, subject to this Deposit Agreement (including, without limitation,
the payment by the Company of the fees, expenses, taxes and other charges owing
hereunder), shall issue the ADSs representing the Shares so deposited to or upon
the order of the person or persons named in the notice delivered to the
Depositary and shall execute and deliver a Receipt registered in the name or
names requested by such person or persons evidencing in the aggregate the number
of American Depositary Shares to which such person or persons are entitled.
Nothing herein shall prohibit any Pre-Release Transaction upon the terms set
forth in this Deposit Agreement.

     SECTION 2.5 Transfer of Receipts; Combination and Split-up of Receipts.

          (a) Transfer. The Depositary, or, if a Registrar (other than the
Depositary) for the Receipts shall have been appointed, the Registrar, subject
to the terms and conditions of this Deposit Agreement, shall register transfers
of Receipts on its books, upon surrender at the Corporate Trust Office of the
Depositary of a Receipt by the Holder thereof in person or by duly authorized
attorney, properly endorsed in the case of a certificated Receipt or accompanied
by, or in the case of DRS/Profile Receipts receipt by the Depositary of, proper
instruments of transfer (including signature guarantees in accordance

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with standard industry practice) and duly stamped as may be required by the laws
of the State of New York and of the United States and any other applicable law.
Subject to the terms and conditions of this Deposit Agreement, including payment
of the applicable fees and charges of the Depositary set forth in Section 5.9
and Article (9), the Depositary shall execute a new Receipt or Receipts and
deliver the same to or upon the order of the person entitled thereto evidencing
the same aggregate number of American Depositary Shares as those evidenced by
the Receipts surrendered.

          (b) Combination and Split Up. 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 and upon payment to the Depositary of the applicable fees and
charges set forth in Section 5.9 and Article (9), execute and deliver a new
Receipt or Receipts for any authorized number of American Depositary Shares
requested, evidencing the same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered.

          (c) Co-Transfer Agents. 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 such Receipts and will be entitled to
protection and indemnity, in each case to the same extent as the Depositary.
Such co-transfer agents may be removed and substitutes appointed by the
Depositary. Each co-transfer agent appointed under this Section 2.5 (other than
the Depositary) shall give notice in writing to the Depositary accepting such
appointment and agreeing to be bound by the applicable terms of this Deposit
Agreement.

          (d) At the request of a Holder, the Depositary shall, for the purpose
of substituting a certificated Receipt with a Receipt issued through
DRS/Profile, or vice versa, execute and deliver a certificated Receipt or
DRS/Profile statement, as the case may be, for any authorized number of ADSs
requested, evidencing the same aggregate number of ADSs as those evidenced by
the certificated Receipt or DRS/Profile statement, as the case may be,
substituted.

     SECTION 2.6 Surrender of Receipts and Withdrawal of Deposited Securities.
Upon surrender, at the Corporate Trust Office of the Depositary, of American
Depositary Shares for the purpose of withdrawal of the Deposited Securities
represented thereby, and upon payment of (i) the fees and charges of the
Depositary for the making of withdrawals of Deposited Securities and
cancellation of Receipts (as set forth in Section 5.9 and Article (9)) and (ii)
all applicable taxes and governmental charges payable in connection with such
surrender and withdrawal, and subject to the terms and conditions of this
Deposit Agreement, the Company's Bye-laws, Section 7.10 hereof and any other
provisions of or governing the Deposited Securities and other applicable laws,
the Holder of such American Depositary Shares shall be entitled to Delivery, to
him or upon his order, of the Deposited Securities at the time represented by
the American Depositary Shares so surrendered. American Depositary Shares may be
surrendered for the purpose of withdrawing Deposited Securities by delivery of a
Receipt evidencing such American Depositary Shares (if held in certificated
form) or by book-entry delivery of such American Depositary Shares to the
Depositary.

          A Receipt surrendered for such purposes shall, if so required by the
Depositary, be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Holder thereof
shall execute 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 (without
unreasonable delay) at the designated office of the Custodian or through a

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book-entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1,
3.2, 5.9, and to the other terms and conditions of this Deposit Agreement, to
the Company's Bye-laws, to the provisions of or governing the Deposited
Securities and to applicable laws, now or hereafter in effect) to or upon the
written order of the person or persons designated in the order delivered to the
Depositary as provided above, the Deposited Securities represented by such
American Depositary Shares, together with any certificate or other proper
documents of or relating to title of the Deposited Securities as may be legally
required, as the case may be, to or for the account of such person.

          The Depositary may, in its discretion, refuse to accept for surrender
a number of American Depositary Shares representing a number other than a whole
number of Shares. In the case of surrender of a Receipt evidencing a number of
American Depositary Shares representing other than a whole number of Shares, the
Depositary shall cause ownership of the appropriate whole number of Shares to be
Delivered in accordance with the terms hereof, and shall, at the discretion of
the Depositary, either (i) issue and deliver to the person surrendering such
Receipt a new Receipt evidencing American Depositary Shares representing any
remaining fractional Share, or (ii) sell or cause to be sold the fractional
Shares represented by the Receipt surrendered and remit the proceeds of such
sale (net of (a) applicable fees and charges of, and expenses incurred by, the
Depositary and (b) taxes withheld) to the person surrendering the Receipt.

          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 (to the extent permitted by law) any cash or other property
(other than securities) held in respect of, and any certificate or certificates
and other proper documents of or relating to title to, the Deposited Securities
represented by such Receipt to the Depositary for delivery at the Corporate
Trust Office of the Depositary, and for further delivery to such Holder. Such
direction shall be given by letter or, at the request, risk and expense of such
Holder, by cable, telex or facsimile transmission. Upon receipt by the
Depositary, the Depositary may make delivery to such person or persons entitled
thereto at the Corporate Trust Office of the Depositary of any dividends or cash
distributions with respect to the Deposited Securities represented by such
American Depositary Shares, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.

     SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of
Receipts; Suspension of Delivery, Transfer, etc.

          (a) Additional Requirements. As a condition precedent to the execution
and delivery, registration, registration of transfer, split-up, subdivision,
combination or surrender of any Receipt, the delivery of any distribution
thereon or withdrawal of any Deposited Securities, the Depositary or the
Custodian may require (i) payment from the Company on behalf of any depositor of
Shares or presenter of the Receipt (or with respect to the surrender of any
Receipt or withdrawal of any Deposited Securities, from the depositor of Shares
or presenter of the Receipt) of a sum sufficient to reimburse it for any tax or
other governmental charge 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 and charges of
the Depositary as provided in Section 5.9 and Article (9), or as separately
agreed from time to time between the Company and the Depositary, (ii) the
production of proof satisfactory to it as to the identity and genuineness of any
signature or any other matter contemplated by Section 3.1 hereof and (iii)
compliance with (A) any laws or governmental regulations relating to the
execution and delivery of Receipts or American Depositary Shares or to the
withdrawal or delivery of Deposited Securities and (B) such reasonable
regulations as the Depositary may establish consistent with the provisions of
this Deposit Agreement and applicable law.

                                       9
<PAGE>
          (b) Additional Limitations. The issuance of ADSs against deposits of
Shares generally or against deposits of particular Shares may be suspended, or
the issuance of ADSs against the deposit of particular Shares may be withheld,
or the registration of transfer of Receipts in particular instances may be
refused, or the registration of transfers of Receipts generally may be
suspended, during any period when the transfer books of the Depositary are
closed or if any such action is deemed necessary or advisable by the Depositary
or the Company, in good faith, at any time or from time to time because of any
requirement of law, any government or governmental body or commission or any
securities exchange on which the Receipts or Shares are listed, or under any
provision of this Deposit Agreement or provisions of, or governing, the
Deposited Securities, or any meeting of shareholders of the Company or for any
other reason, subject, in all cases, to Section 7.10 hereof.

     SECTION 2.8 Lost Receipts, etc. To the extent the Depositary has issued
Receipts in physical certificated form, in case any Receipt shall be mutilated,
destroyed, lost or stolen, unless the Depositary has notice that such ADR has
been acquired by a bona fide purchaser, subject to Section 5.9 hereof, the
Depositary shall execute and deliver a new Receipt (which, in the discretion of
the Depositary may be issued through DRS/Profile unless specifically requested
otherwise) in exchange and substitution for such mutilated Receipt upon
cancellation thereof, or in lieu of and in substitution for such destroyed, lost
or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt
in substitution for a destroyed, lost or stolen Receipt, the Holder thereof
shall have (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 in form and amount
acceptable to the Depositary and (b) satisfied any other reasonable requirements
imposed by the Depositary.

     SECTION 2.9 Cancellation and Destruction of Surrendered Receipts;
Maintenance of Records. All Receipts surrendered to the Depositary shall be
cancelled by the Depositary. The Depositary is authorized to destroy Receipts so
cancelled in accordance with its customary practices. Cancelled Receipts shall
not be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose.

     SECTION 2.10 Pre-Release. Subject to the further terms and provisions of
this Section 2.10, the Depositary, its Affiliates and their agents, on their own
behalf, may own and deal in any class of securities of the Company and its
Affiliates and in ADSs. In its capacity as Depositary, the Depositary may (i)
issue ADSs prior to the receipt of Shares (each such transaction a "Pre-Release
Transaction") as provided below and (ii) deliver Shares upon the receipt and
cancellation of ADSs that were issued in a Pre-Release Transaction, but for
which Shares may not yet have been received. The Depositary may receive ADSs in
lieu of Shares under (i) above and receive shares in lieu of ADSs under (ii)
above. Each such Pre-Release Transaction will be (a) subject to a written
agreement whereby the person or entity (the "Applicant") to whom ADSs or Shares
are to be delivered (1) represents that at the time of the Pre-Release
Transaction the Applicant or its customer owns the Shares or ADSs that are to be
delivered by the Applicant under such Pre-Release Transaction, (2) agrees to
indicate the Depositary as owner of such Shares or ADSs in its records and to
hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs
are delivered to the Depositary or the Custodian, (3) unconditionally guarantees
to deliver to the Depositary or the Custodian, as applicable, such Shares or
ADSs, and (4) agrees to any additional restrictions or requirements that the
Depositary deems appropriate, (b) at all times fully collateralized with cash,
United States government securities or such other collateral as the Depositary
deems appropriate, (c) terminable by the Depositary on not more than five (5)
business days' notice (save for a prescribed termination event in which case any
such Pre-Release Transaction may be immediately terminable by the Depositary)
and (d) subject to such further indemnities and credit regulations as the
Depositary deems appropriate. The Depositary will normally limit the number of
ADSs involved in such Pre-Release Transactions at any one time to thirty percent
(30%) of the ADSs outstanding (without giving

                                       10
<PAGE>
effect to ADSs outstanding pursuant to any Pre-Release Transaction), provided,
however, that the Depositary reserves the right to disregard such limit from
time to time as it deems appropriate. The Depositary may also set limits with
respect to the number of ADSs involved in Pre-Release Transactions with any one
person on a case by case basis as it deems appropriate.

          The Depositary may retain for its own account any compensation
received by it in conjunction with the foregoing. Collateral provided pursuant
to (b) above, but not the earnings thereon, shall be held for the benefit of the
Holders (other than the Applicant).

     SECTION 2.11 Restricted ADSs.  The Depositary shall, at the request and
expense of the Company, establish procedures enabling the deposit hereunder of
Shares that are Restricted Securities in order to enable the holder of such
Shares to hold its ownership interests in such restricted Shares in the form of
ADSs issued under the terms hereof (such Shares, "Restricted Shares").
Restricted ADSs shall only be issued in physical form, registered in the name of
the Holder of Restricted ADSs, or, in the limited circumstances described below,
in book-entry form on the books of the Registrar. Upon receipt of a written
request from the Company to accept Restricted Shares for deposit hereunder, the
Depositary agrees to establish procedures permitting the deposit of such
Restricted Shares and the issuance of ADSs representing such deposited
Restricted Shares (such ADSs, the "Restricted ADSs," and the ADRs evidencing
such Restricted ADSs, the "Restricted ADRs"). The Company shall assist the
Depositary in the establishment of such procedures and agrees that it shall take
all steps necessary and reasonably satisfactory to the Depositary to insure that
the establishment of such procedures does not violate the provisions of the
Securities Act or any other applicable laws. The depositors of such Restricted
Shares and the holders of the Restricted ADSs may be required prior to the
deposit of such Restricted Shares, the transfer of the Restricted ADRs and the
Restricted ADSs evidenced thereby or the withdrawal of the Restricted Shares
represented by Restricted ADSs to provide such written certifications or
agreements as the Depositary or the Company may require. The Company shall
provide to the Depositary in writing the legend(s) to be affixed to the
Restricted ADRs, which legends shall (i) be in a form reasonably satisfactory to
the Depositary and (ii) contain the specific circumstances under which the
Restricted ADRs and the Restricted ADSs represented thereby may be transferred
or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit
of Restricted Shares shall be separately identified on the books of the
Depositary and the Restricted Shares so deposited shall be held separate and
distinct from the other Deposited Securities held hereunder. The Restricted
Shares and the Restricted ADSs shall not be eligible for Pre-Release
Transactions. The Restricted ADSs shall not be eligible for inclusion in any
book-entry settlement system, including, without limitation, DTC, and shall not
in any way be fungible with the ADSs issued under the terms hereof that are not
Restricted ADSs, provided that Restricted ADSs may temporarily be issued, in the
discretion of the Depositary, in the form of entries on the books of the
Registrar prior to a pre-arranged conversion of such Restricted ADSs into
unrestricted ADSs pursuant to the following paragraph and/or prior to issuance
of such Restricted ADSs in physical form. The Restricted ADRs and the Restricted
ADSs evidenced thereby shall be transferable only by the Holder thereof upon
delivery to the Depositary of (i) all documentation otherwise contemplated by
this Deposit Agreement and (ii) an opinion of counsel reasonably satisfactory to
the Depositary setting forth, inter alia, the conditions upon which the
Restricted ADR presented is, and the Restricted ADSs evidenced thereby are,
transferable by the Holder thereof under applicable securities laws and the
transfer restrictions contained in the legend set forth on the Restricted ADR
presented for transfer. Except as set forth in this Section 2.11 and except as
required by applicable law, the Restricted ADRs and the Restricted ADSs
evidenced thereby shall be treated as ADRs and ADSs issued and outstanding under
the terms of the Deposit Agreement. In the event that, in determining the rights
and obligations of parties hereto with respect to any Restricted ADSs, any
conflict arises between (a) the terms of this Deposit Agreement (other than this
Section 2.11) and (b) the terms of (i) this Section 2.11 or (ii) the applicable
Restricted ADR, the terms and conditions set forth in this Section 2.11 and of
the Restricted ADR shall be

                                       11
<PAGE>
controlling and shall govern the rights and obligations of the parties to this
Deposit Agreement pertaining to the deposited Restricted Shares, the Restricted
ADSs and Restricted ADRs.

          If any of the Restricted ADRs, the Restricted ADSs and the Restricted
Shares are no longer Restricted Securities, the Depositary, upon receipt of (x)
an opinion of counsel reasonably satisfactory to the Depositary setting forth,
inter alia, that such Restricted ADRs, Restricted ADSs and Restricted Shares are
not as of such time Restricted Securities, and (y) instructions from the Company
to remove the restrictions applicable to such Restricted ADRs, Restricted ADSs
and the Restricted Shares, shall (i) eliminate the distinctions and separations
between such Restricted Shares held on deposit under this Section 2.11 and the
other Shares held on deposit under the terms of the Deposit Agreement that are
not Restricted Shares, (ii) treat such newly unrestricted ADRs and ADSs on the
same terms as, and fully fungible with, the other ADRs and ADSs issued and
outstanding under the terms of the Deposit Agreement that are not Restricted
ADRs or Restricted ADSs, (iii) take all actions necessary to remove any
distinctions, limitations and restrictions previously existing under this
Section 2.11 between such Restricted ADRs and Restricted ADSs, respectively, on
the one hand, and the other ADRs and ADSs that are not Restricted ADRs or
Restricted ADSs, respectively, on the other hand, including, without limitation,
by making the newly unrestricted ADSs eligible for Pre-Release Transactions and
for inclusion in the applicable book-entry settlement systems.

                                  ARTICLE III.

                         CERTAIN OBLIGATIONS OF HOLDERS
                        AND BENEFICIAL OWNERS OF RECEIPTS

   SECTION 3.1 Proofs, Certificates and Other Information. Any person presenting
Shares for deposit, any Holder and any Beneficial Owner may be required, and
every Holder and Beneficial Owner agrees, from time to time to provide to the
Depositary or the Custodian such proof of citizenship or residence, taxpayer
status, payment of all applicable taxes or other governmental charges, exchange
control approval, legal or beneficial ownership of ADSs and Deposited
Securities, compliance with applicable laws and the terms of this Deposit
Agreement and the provisions of, or governing, the Deposited Securities or other
information; to execute such certifications and to make such representations and
warranties, and to provide such other information and documentation as the
Depositary may deem necessary or proper or as the Company may reasonably require
by written request to the Depositary consistent with its obligations hereunder.
The Depositary and the Registrar, as applicable, may withhold the execution or
delivery or registration of transfer of any Receipt or the distribution or sale
of any dividend or distribution of rights or of the proceeds thereof, or to the
extent not limited by the terms of Section 7.10 hereof, the delivery of any
Deposited Securities, until such proof or other information is filed or such
certifications are executed, or such representations and warranties are made, or
such other documentation or information provided, in each case to the
Depositary's and the Company's satisfaction. The Depositary shall from time to
time on the written request advise the Company of the availability of any such
proofs, certificates or other information and shall, at the Company's sole
expense, provide or otherwise make available copies thereof to the Company upon
written request thereof by the Company, unless such disclosure is prohibited by
law. Each Holder and Beneficial Owner agrees to provide any information
requested by the Company or the Depositary pursuant to this paragraph. Nothing
herein shall obligate the Depositary to (i) obtain any information for the
Company if not provided by the Holders or Beneficial Owners or (ii) verify or
vouch for the accuracy of the information so provided by the Holders or
Beneficial Owners.

     SECTION 3.2 Liability for Taxes and Other Charges. If any present or future
tax or other governmental charge shall become payable by the Depositary or the
Custodian with respect to any ADR or any Deposited Securities or American
Depositary Shares, such tax or other governmental charge shall

                                       12
<PAGE>
be payable by the Holders and Beneficial Owners to the Depositary and such
Holders and Beneficial Owners shall be deemed liable therefor. The Company, the
Custodian and/or the Depositary may withhold or deduct from any distributions
made in respect of Deposited Securities and may sell for the account of a Holder
and/or Beneficial Owner any or all of the Deposited Securities and apply such
distributions and sale proceeds in payment of such taxes (including applicable
interest and penalties) or charges, with the Holder and the Beneficial Owner
remaining fully liable for any deficiency. In addition to any other remedies
available to it, the Depositary and the Custodian may refuse the deposit of
Shares, and the Depositary may refuse to issue ADSs, to deliver ADRs, register
the transfer, split-up or combination of ADRs and (subject to Section 7.10) the
withdrawal of Deposited Securities, until payment in full of such tax, charge,
penalty or interest is received. Every Holder and Beneficial Owner agrees to
indemnify the Depositary, the Company, the Custodian, and each of their
respective agents, officers, directors, employees and Affiliates for, and to
hold each of them harmless from, any claims with respect to taxes (including
applicable interest and penalties thereon) arising from any tax benefit obtained
for such Holder and/or Beneficial Owner. The obligations of Holders and
Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer
of Receipts, any surrender of Receipts and withdrawal of Deposited Securities,
or the termination of this Deposit Agreement.

     SECTION 3.3 Representations and Warranties on Deposit of Shares. Each
depositor depositing Shares under the Deposit Agreement shall be deemed thereby
to represent and warrant that (i) such Shares and the certificates therefor are
duly authorized, validly issued, fully paid, non-assessable and were legally
obtained by such person, (ii) all preemptive (and similar) rights, if any, with
respect to such Shares have been validly waived or exercised, (iii) the person
making such deposit is duly authorized so to do, (iv) the Shares presented for
deposit are free and clear of any lien, encumbrance, security interest, charge,
mortgage or adverse claim, and are not, and the American Depositary Shares
issuable upon such deposit will not be, Restricted Securities (except as
contemplated by Section 2.11) and (v) the Shares presented for deposit have not
been stripped of any rights or entitlements. Such representations and warranties
shall survive the deposit and withdrawal of Shares, the issuance and
cancellation of American Depositary Shares in respect thereof and the transfer
of such American Depositary Shares. If any such representations or warranties
are false in any way, the Company and the Depositary shall be authorized, at the
cost and expense of the person depositing Shares, to take any and all actions
necessary to correct the consequences thereof.

     SECTION 3.4 Compliance with Information Requests. Notwithstanding any other
provision of this Deposit Agreement, the Bye-laws of the Company and applicable
law, each Holder and Beneficial Owner agrees to (a) provide such information as
the Company or the Depositary may request pursuant to law (including, without
limitation, relevant Bermuda law, any applicable law of the United States, the
Bye-laws of the Company, any resolutions of the Company's Board of Directors
adopted pursuant to such Bye-laws, the requirements of any markets or exchanges
upon which the Shares, ADSs or Receipts are listed or traded, or to any
requirements of any electronic book-entry system by which the ADSs or Receipts
may be transferred, and (b) be bound by and subject to applicable provisions of
the laws of Bermuda, the Bye-laws of the Company and the requirements of any
markets or exchanges upon which the ADSs, Receipts or Shares are listed or
traded, or pursuant to any requirements of any electronic book-entry system by
which the ADSs, Receipts or Shares may be transferred, to the same extent as if
such Holder and Beneficial Owner held Shares directly, in each case irrespective
of whether or not they are Holders or Beneficial Owners at the time such request
is made. The Depositary agrees to use its reasonable efforts to forward upon the
request of the Company, and at the Company's expense, any such request from the
Company to the Holders and to forward to the Company any such responses to such
requests received by the Depositary.

                                       13
<PAGE>
                                  ARTICLE IV.

                            THE DEPOSITED SECURITIES

     SECTION 4.1 Cash Distributions. Whenever the Depositary receives
confirmation from the Custodian of receipt of any cash dividend or other cash
distribution on any Deposited Securities, or receives proceeds from the sale of
any Shares, rights, securities or other entitlements under the terms hereof,
received in Dollars, the Depositary will distribute promptly the amount thus
received (net of taxes and governmental charges withheld) to the Holders of
record as of the ADS Record Date in proportion to the number of American
Depositary Shares held by such Holders respectively as of the ADS Record Date.
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. If at the time of receipt thereof any amounts received are
received in a Foreign Currency and can, in the judgment of the Depositary
(pursuant to Section 4.6 hereof) be converted on a practicable basis into
Dollars transferable to the United States, the Depositary will promptly convert
or cause to be converted such cash dividend, distribution or proceeds into
Dollars (on the terms described in Section 4.6) and will distribute in
accordance with the first two sentences of this Section 4.1. Holders and
Beneficial Owners understand that in converting Foreign Currency, amounts
received on conversion are calculated at a rate which exceeds three or four
decimal places (the number of decimal places used by the Depositary to report
distribution rates). The excess amount may be retained by the Depositary as an
additional cost of conversion, irrespective of any other fees and expenses
payable or owing hereunder and shall not be subject to escheatment.

          If 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, duties or
other governmental charges, the amount distributed to Holders on the American
Depositary Shares representing such Deposited Securities shall be reduced
accordingly. Such withheld amounts shall be forwarded by the Company, the
Custodian or the Depositary to the relevant governmental authority. Evidence of
payment thereof by the Company shall be forwarded by the Company to the
Depositary upon request. The Depositary shall 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
agencies, such reports necessary to obtain benefits under the applicable tax
treaties for the Holders and Beneficial Owners of Receipts.

     SECTION 4.2 Distribution in Shares. If any distribution upon any Deposited
Securities consists of a dividend in, or free distribution of, Shares, the
Company shall cause such Shares to be deposited with the Custodian and
registered, as the case may be, in the name of the Depositary, the Custodian or
any of their nominees. Upon receipt of confirmation of such deposit from the
Custodian, the Depositary shall establish the ADS Record Date upon the terms
described in Section 4.7 and shall, subject to Section 5.9 hereof, either (i)
distribute to the Holders as of the ADS Record Date in proportion to the number
of American Depositary Shares held as of the ADS Record Date, additional
American Depositary Shares, which represent in the aggregate the number of
Shares received as such dividend, or free distribution, subject to the other
terms of this Deposit Agreement (including, without limitation, taxes), or (ii)
if additional American Depositary Shares are not so distributed, each American
Depositary Share issued and outstanding after the ADS Record Date shall, to the
extent permissible by law, thenceforth also represent rights and interests in
the additional Shares distributed upon the Deposited Securities represented
thereby (net of taxes and governmental charges). In lieu of delivering
fractional American Depositary Shares, the Depositary shall sell the number of
Shares represented by the aggregate of such fractions and distribute the
proceeds upon the terms described in Section 4.1. The Depositary may withhold
any such distribution of Receipts if it has not received satisfactory assurances
from the

                                       14
<PAGE>
Company (including an opinion of counsel to the Company furnished at the expense
of the Company) that such distribution does not require registration under the
Securities Act or is exempt from registration under the provisions of the
Securities Act. To the extent such distribution may be withheld, the Depositary
may dispose of all or a portion of such distribution in such amounts and in such
manner, including by public or private sale, as the Depositary deems necessary
and practicable, and the Depositary shall distribute the net proceeds of any
such sale (after deduction of applicable (a) taxes and (b) fees and charges of,
and expenses incurred by, the Depositary) to Holders entitled thereto upon the
terms described in Section 4.1.

     SECTION 4.3 Elective Distributions in Cash or Shares. Whenever the Company
intends to distribute a dividend payable at the election of the holders of
Shares in cash or in additional Shares, the Company shall give notice thereof to
the Depositary at least 30 days prior to the proposed distribution stating
whether or not it wishes such elective distribution to be made available to
Holders of ADSs. Upon receipt of notice indicating that the Company wishes such
elective distribution to be made available to Holders of ADSs, the Depositary
shall consult with the Company to determine, and the Company shall assist the
Depositary in its determination, whether it is lawful and reasonably practicable
to make such elective distribution available to the Holders of ADSs. The
Depositary shall make such elective distribution available to Holders only if
(i) the Company shall have timely requested that the elective distribution is
available to Holders of ADRs, (ii) the Depositary shall have determined that
such distribution is reasonably practicable and (iii) the Depositary shall have
received satisfactory documentation within the terms of Section 5.7. If the
above conditions are not satisfied, the Depositary shall, to the extent
permitted by law, distribute to the Holders, on the basis of the same
determination as is made in the local market in respect of the Shares for which
no election is made, either (x) cash upon the terms described in Section 4.1 or
(y) additional ADSs representing such additional Shares upon the terms described
in Section 4.2. If the above conditions are satisfied, the Depositary shall
establish an ADS Record Date (on the terms described in Section 4.7) and
establish procedures to enable Holders to elect the receipt of the proposed
dividend in cash or in additional ADSs. The Company shall assist the Depositary
in establishing such procedures to the extent necessary. Subject to Section 5.9
hereof, if a Holder elects to receive the proposed dividend (x) in cash, the
dividend shall be distributed upon the terms described in Section 4.1, or (y) in
ADSs, the dividend shall be distributed upon the terms described in Section 4.2.
Nothing herein shall obligate the Depositary to make available to Holders a
method to receive the elective dividend in Shares (rather than ADSs). There can
be no assurance that Holders generally, or any Holder in particular, will be
given the opportunity to receive elective distributions on the same terms and
conditions as the holders of Shares.

     SECTION 4.4 Distribution of Rights to Purchase Shares.

          (a) Distribution to ADS Holders. Whenever the Company intends to
distribute to the holders of the Deposited Securities rights to subscribe for
additional Shares, the Company shall give notice thereof to the Depositary at
least 60 days prior to the proposed distribution stating whether or not it
wishes such rights to be made available to Holders of ADSs. Upon receipt of a
notice indicating that the Company wishes such rights to be made available to
Holders of ADSs, the Depositary shall consult with the Company to determine, and
the Company shall determine, whether it is lawful and reasonably practicable to
make such rights available to the Holders. The Depositary shall make such rights
available to Holders only if (i) the Company shall have timely requested that
such rights be made available to Holders, (ii) the Depositary shall have
received satisfactory documentation within the terms of Section 5.7, and (iii)
the Depositary shall have determined that such distribution of rights is lawful
and reasonably practicable. In the event any of the conditions set forth above
are not satisfied, the Depositary shall proceed with the sale of the rights as
contemplated in Section 4.4(b) below or, if timing or market conditions may not
permit, do nothing thereby allowing such rights to lapse. In the event all
conditions

                                       15
<PAGE>
set forth above are satisfied, the Depositary shall establish an ADS Record Date
(upon the terms described in Section 4.7) and establish procedures (x) to
distribute such rights (by means of warrants or otherwise) and (y) to enable the
Holders to exercise the rights (upon payment of applicable (a) fees and charges
of, and expenses incurred by, the Depositary and (b) taxes and other
governmental charges). Nothing herein shall obligate the Depositary to make
available to the Holders a method to exercise such rights to subscribe for
Shares (rather than ADSs).

          (b) Sale of Rights. If (i) the Company does not timely request the
Depositary to make the rights available to Holders or requests that the rights
not be made available to Holders, (ii) the Depositary fails to receive
satisfactory documentation within the terms of Section 5.7 or determines it is
not lawful or reasonably practicable to make the rights available to Holders, or
(iii) any rights made available are not exercised and appear to be about to
lapse, the Depositary shall determine whether it is lawful and reasonably
practicable to sell such rights, in a riskless principal capacity or otherwise,
at such place and upon such terms (including public or private sale) as it may
deem proper. The Company shall assist the Depositary to the extent necessary to
determine such legality and practicability. The Depositary shall, upon such
sale, convert and distribute proceeds of such sale (net of applicable (a) fees
and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the
terms set forth in Section 4.1.

          (c) Lapse of Rights. If the Depositary is unable to make any rights
available to Holders upon the terms described in Section 4.4(a) or to arrange
for the sale of the rights upon the terms described in Section 4.4(b), the
Depositary shall allow such rights to lapse.

          The Depositary shall not be responsible for (i) any failure to
determine that it may be lawful or practicable to make such rights available to
Holders in general or any Holders in particular, (ii) any foreign exchange
exposure or loss incurred in connection with such sale, or exercise, or (iii)
the content of any materials forwarded to the Holders on behalf of the Company
in connection with the rights distribution.

          Notwithstanding anything to the contrary in this Section 4.4, if
registration (under the Securities Act or any other applicable law) of the
rights or the securities to which any rights relate may be required in order for
the Company to offer such rights or such securities to Holders and to sell the
securities represented by such rights, the Depositary will not distribute such
rights to the Holders (i) unless and until a registration statement under the
Securities Act covering such offering is in effect or (ii) unless the Company
furnishes at its expense the Depositary with opinion(s) of counsel for the
Company in the United States and counsel to the Company in any other applicable
country in which rights would be distributed, in each case satisfactory to the
Depositary, to the effect that the offering and sale of such securities to
Holders and Beneficial Owners are exempt from, or do not require registration
under, the provisions of the Securities Act or any other applicable laws. In the
event that the Company, the Depositary or the Custodian shall be required to
withhold and does withhold from any distribution of property (including rights)
an amount on account of taxes or other governmental charges, the amount
distributed to the Holders shall be reduced accordingly. 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
charges which the Depositary is obligated to withhold, the Depositary may
dispose of all or a portion of such property (including Shares and rights to
subscribe therefor) in such amounts and in such manner, including by public or
private sale, as the Depositary deems necessary and practicable to pay any such
taxes or charges.

          There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms
and conditions as the holders of Shares or be

                                       16
<PAGE>
able to exercise such rights. Nothing herein shall obligate the Company to file
any registration statement in respect of any rights or Shares or other
securities to be acquired upon the exercise of such rights.

     SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase
Shares.

          (a) Whenever the Company intends to distribute to the holders of
Deposited Securities property other than cash, Shares or rights to purchase
additional Shares, the Company shall give notice thereof to the Depositary at
least 30 days prior to the proposed distribution and shall indicate whether or
not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a
notice indicating that the Company wishes such distribution be made to Holders
of ADSs, the Depositary shall determine whether such distribution to Holders is
lawful and practicable. The Depositary shall not make such distribution unless
(i) the Company shall have timely requested the Depositary to make such
distribution to Holders, (ii) the Depositary shall have received satisfactory
documentation within the terms of Section 5.7, and (iii) the Depositary shall
have determined that such distribution is reasonably practicable.

          (b) Upon receipt of satisfactory documentation and the request of the
Company to distribute property to Holders of ADSs and after making the requisite
determinations set forth in (a) above, the Depositary may distribute the
property so received to the Holders of record as of the ADS Record Date, in
proportion to the number of ADSs held by such Holders respectively and in such
manner as the Depositary may deem practicable for accomplishing such
distribution (i) upon receipt of payment or net of the applicable fees and
charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes
and other governmental charges withheld. The Depositary may dispose of all or a
portion of the property so distributed and deposited, in such amounts and in
such manner (including public or private sale) as the Depositary may deem
practicable or necessary to satisfy any taxes (including applicable interest and
penalties) or other governmental charges applicable to the distribution.

          (c) If (i) the Company does not request the Depositary to make such
distribution to Holders or requests not to make such distribution to Holders,
(ii) the Depositary does not receive satisfactory documentation within the terms
of Section 5.7, or (iii) the Depositary determines that all or a portion of such
distribution is not reasonably practicable or feasible, the Depositary shall
endeavor to sell or cause such property to be sold in a public or private sale,
at such place or places and upon such terms as it may deem proper and shall
distribute the net proceeds, if any, of such sale received by the Depositary
(net of applicable (a) fees and charges of, and expenses incurred by, the
Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the
terms of Section 4.1. If the Depositary is unable to sell such property, the
Depositary may dispose of such property in any way it deems reasonably
practicable under the circumstances for nominal or no consideration and Holders
and Beneficial Owners shall have no rights thereto or arising therefrom.

     SECTION 4.6 Conversion of Foreign Currency. Whenever the Depositary or the
Custodian shall receive Foreign Currency from time to time, by way of dividends
or other distributions or the net proceeds from the sale of securities, property
or rights, and in the judgment of the Depositary such Foreign Currency can at
such time be converted on a practicable basis (by sale or in any other manner
that it may determine in accordance with applicable law) into Dollars
transferable to the United States and distributable to the Holders entitled
thereto, 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
shall distribute such Dollars (net of any fees, expenses, taxes or other
governmental charges incurred in the process of such conversion) in accordance
with the terms of the applicable sections of this Deposit Agreement. If the
Depositary shall have distributed warrants or other instruments that entitle the
holders thereof to such Dollars, the Depositary shall distribute such Dollars to
the holders of such warrants and/or instruments

                                       17
<PAGE>
upon surrender thereof for cancellation, in either case without liability for
interest thereon. 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.

          Holders understand that in converting Foreign Currency, amounts
received on conversion are calculated at a rate which may exceed the number of
decimal places used by the Depositary to report distribution rates (which in any
case will not be less than two decimal places). Any excess amount may be
retained by the Depositary as an additional cost of conversion, irrespective of
any other fees and expenses payable or owing hereunder and shall not be subject
to escheatment.

          If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary may file
such application for approval or license, if any, as it may deem necessary,
practicable and at nominal cost and expense. Nothing herein shall obligate the
Depositary to file or cause to be filed, or to seek effectiveness of any such
application or license.

          If at any time the Depositary shall determine that in its judgment the
conversion of any Foreign Currency and the transfer and distribution of proceeds
of such conversion received by the Depositary is not practical or lawful, or if
any approval or license of any governmental authority or agency thereof that is
required for such conversion, transfer and distribution is denied, or not
obtainable at a reasonable cost, within a reasonable period or otherwise sought,
the Depositary shall, in its sole discretion but subject to applicable laws and
regulations, either (i) distribute the foreign currency (or an appropriate
document evidencing the right to receive such foreign currency) received by the
Depositary to the Holders entitled to receive such foreign currency, or (ii)
hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of the Holders entitled to receive the same.

     SECTION 4.7 Fixing of Record Date. Whenever necessary in connection with
any distribution (whether in cash, Shares, rights, or other distribution), or
whenever for any reason the Depositary causes 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 or solicitation of holders of
Shares or other Deposited Securities, or whenever the Depositary shall find it
necessary or convenient, the Depositary shall fix a record date (the "ADS Record
Date"), as close as practicable to the record date fixed by the Company with
respect to the Shares, for the determination of the Holders who shall be
entitled to receive such distribution, to give instructions for the exercise of
voting rights at any such meeting, or to give or withhold such consent, or to
receive such notice or solicitation or to otherwise take action, or to exercise
the rights of Holders with respect to such changed number of Shares represented
by each American Depositary Share. Subject to applicable law and the provisions
of Sections 4.1 through 4.6 and to the other terms and conditions of this
Deposit Agreement, only the Holders of record at the close of business in New
York on such ADS Record Date shall be entitled to receive such distribution, to
give such voting instructions, to receive such notice or solicitation, or
otherwise take action.

     SECTION 4.8 Voting of Deposited Securities. Subject to the next sentence,
as soon as practicable upon receipt of timely notice of any meeting at which the
holders of Shares are entitled to vote, or of solicitation of consents or
proxies from holders of Shares or other Deposited Securities, the Depositary
shall fix the ADS Record Date in respect of such meeting or solicitation of
consent or proxy. The Depositary shall, if requested by the Company in writing
in a timely manner (the Depositary having no obligation to take any further
action if the request shall not have been received by the Depositary at least 30
days prior to the date of such vote or meeting) and at the Company's expense and
provided no U.S. legal prohibitions exist, mail by regular, ordinary mail
delivery (or by electronic mail or as otherwise may be agreed between the
Company and the Depositary in writing from time to time) or otherwise

                                       18
<PAGE>
distribute to Holders as of the ADS Record Date: (a) such information as is
contained in such notice of meeting (or solicitation of consent or proxy)
received by the Depositary from the Company, (b) a statement that the Holders as
of the ADS Record Date will be entitled, insofar as practicable and permitted
under applicable law, the terms of this Deposit Agreement, the terms and
conditions of the Deposited Securities, and of the Bye-Laws of the Company (and
subject to such other requirements as the Company shall notify the Depositary),
to instruct the Depositary as to the exercise of the voting rights (or deemed
exercise of voting rights), if any, pertaining to the amount of Shares or other
Deposited Securities represented by their respective ADSs, and (c) a statement
as to the manner in which such instructions may be given or may be deemed to
have been given in accordance with the second paragraph of this Section 4.8 if
no validly-completed instructions are received by the Depositary from a Holder
of ADSs by the ADS voting cut off date set by the Depositary for such purpose.
Upon the written request of a Holder as of such ADS Record Date, received on or
before the ADS voting cut off date established by the Depositary for such
purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause
to be voted the amount of Shares or other Deposited Securities represented by
the ADSs evidenced by such Receipt(s) in accordance with the instructions set
forth in such request. Instructions in respect of any ADS shall be deemed to
have been received only if received in accordance with the terms of this Deposit
Agreement.

          To the extent no such instructions are received by the Depositary on
or before the ADS voting cut off date established by the Depositary for such
purpose from holders of a sufficient number of Shares so as to enable the
Company to meet its quorum requirements with respect to any such meeting of
shareholders, the Depositary shall, upon the written request of the Company and
at all times subject to applicable law, the terms of the Deposit Agreement, the
terms and conditions of the Deposited Securities and the Company's Bye-Laws,
deem such Holder to: (A) have instructed the Depositary to take such action as
is necessary to cause the number of underlying Shares for which no voting
instructions have been received from Holders of ADSs so as to meet applicable
quorum requirements of the Company (currently 25% of the Shares of the Company)
to be counted for the purposes of satisfying applicable quorum requirements; and
(B) have given a power of attorney to the Depositary or the Custodian, as its
nominee, to cause such equal number of Shares so counted under (A) above being
counted for the purposes of establishing a quorum, with respect to any
resolution proposed by the Board of Directors of the Company within the agenda
set for such meeting, to be voted at any such meeting in proportion to the
voting instructions duly-received by the Depositary from Holders of ADSs as of
the ADS Record Date by the ADS voting cut off date set by the Depositary for
such purpose; provided, however that, except to the extent the Company has
provided the Depositary with at least 30 days' written notice of any such
meeting, the Shares shall not be so counted and shall not be so voted
(proportionately to the voting instructions received by the Depositary from
Holders of ADSs as of the ADS Record Date by the ADS voting cut off date set by
the Depositary for such purpose) with respect to any matter as to which the
Depositary informs the Company that the Depositary reasonably believes that with
respect to any such resolution: (i) substantial opposition exists or (ii) it
materially affects the rights of holders of Shares. For the purposes of this
Section 4.8, by way of example and not limitation, it is agreed that routine
matters, such as appointing auditors and directors (except where a competing
director or slate of directors is proposed), and resolutions to approve the
public offering or private placement of securities, would not materially affect
the rights of holders of Shares.

          For the avoidance of doubt, neither the Depositary nor the Custodian
shall, under any circumstances, exercise any discretion as to voting, vote any
number of Shares other than an integral number thereof, or vote Shares in a
manner that would be inconsistent with any applicable law and the Company's
Bye-Laws. In the event that the Depositary, or the Custodian as its nominee,
shall be deemed to have been given a power of attorney to vote the Deposited
Shares in accordance with this Section 4.8, the Depositary and the Custodian
shall not be liable to the Company or any Holder or any other person in

                                       19

<PAGE>
respect of, or be deemed responsible for, any acts or omissions of (or on behalf
of) the Depositary, the Custodian or any of its respective directors, officers
or employees.

          There can be no assurance that Holders generally or any Holder in
particular will receive the notice described above with sufficient time to
enable such Holder to return voting instructions to the Depositary by the ADS
voting cut off date set by the Depositary for such purpose. The Company agrees
that it will endeavor to provide at least 30 days' prior written notice to the
Depositary which will enable the timely notification of Holders as to
limitations on the ability of the Depositary to vote a particular ADS according
to the voting instructions received in regard to such ADS.

          Shares which have been withdrawn from the depositary facility and
transferred on the Company's register of members to a person other than the
Depositary or its nominee may be voted by the holders thereof in accordance with
applicable law and the Company's Bye-Laws. However, Holders or Beneficial Owners
of ADSs may not receive sufficient advance notice of shareholder meetings to
enable them to withdraw the Shares and vote at such meetings.

     SECTION 4.9 Changes Affecting Deposited Securities. Upon any change in par
value, split-up, subdivision, cancellation, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization, amalgamation, merger or consolidation or sale of assets
affecting the Company or to which it is otherwise a party, any securities which
shall be received by the Depositary or the Custodian in exchange for, or in
conversion of or replacement or otherwise in respect of, such Deposited
Securities shall, to the extent permitted by law, be treated as new Deposited
Securities under this Deposit Agreement, and the Receipts shall, subject to the
provisions of this Deposit Agreement and applicable law, evidence American
Depositary Shares representing the right to receive such additional securities.
Alternatively, the Depositary may, with the Company's approval, and shall, if
the Company shall so request, subject to the terms of the Deposit Agreement and
receipt of an opinion of counsel to the Company furnished at the Company's
expense satisfactory to the Depositary that such distributions are not in
violation of any applicable laws or regulations, execute and deliver additional
Receipts as in the case of a stock dividend on the Shares, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts, in either
case, as well as in the event of newly deposited Shares, with necessary
modifications to the form of Receipt contained in Exhibit A hereto, specifically
describing such new Deposited Securities and/or corporate change. The Company
agrees to, jointly with the Depositary, amend the Registration Statement on Form
F-6 as filed with the Commission to permit the issuance of such new form of
Receipts. Notwithstanding the foregoing, in the event that any security so
received may not be lawfully distributed to some or all Holders, the Depositary
may, with the Company's approval, and shall, if the Company requests, subject to
receipt of an opinion of the Company's counsel furnished at the Company's
expense satisfactory to the Depositary that such action is not in violation of
any applicable laws or regulations, sell such securities at public or private
sale, at such place or places and upon such terms as it may deem proper and may
allocate the net proceeds of such sales (net of (a) fees and charges of, and
expenses incurred by, the Depositary and (b) taxes) for the account of the
Holders otherwise entitled to such securities upon an averaged or other
practicable basis without regard to any distinctions among such Holders and
distribute the net proceeds so allocated to the extent practicable as in the
case of a distribution received in cash pursuant to Section 4.1. The Depositary
shall not be responsible for (i) any failure to determine that it may be lawful
or feasible to make such securities available to Holders in general or to any
Holder in particular, (ii) any foreign exchange exposure or loss incurred in
connection with such sale, or (iii) any liability to the purchaser of such
securities.

     SECTION 4.10 Available Information. The Company is subject to the periodic
reporting requirements of the Exchange Act and accordingly files certain
information with the Commission. These

                                       20
<PAGE>
reports and documents can be inspected and copied at the public reference
facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, U.S.A.

     SECTION 4.11 Reports. The Depositary shall make available during normal
business hour on any Business Day for inspection by Holders at its Corporate
Trust Office any reports and communications, including any proxy soliciting
materials, received from the Company which are both (a) received by the
Depositary, the Custodian, or the nominee of either of them as the holder of the
Deposited Securities and (b) made generally available to the holders of such
Deposited Securities by the Company. The Company agrees to provide to the
Depositary, at the Company's expense, all documents that it provides to the
Custodian. The Depositary shall, at the expense of the Company and in accordance
with Section 5.6, also mail by regular, ordinary mail delivery or by electronic
transmission (if agreed by the Company and the Depositary) and unless otherwise
agreed in writing by the Company and the Depositary, to Holders copies of such
reports when furnished by the Company pursuant to Section 5.6.

     SECTION 4.12 List of Holders. Promptly upon written 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 4.13 Taxation; Withholding. The Depositary will, and will instruct
the Custodian to, forward to the Company or its agents such information from its
records as the Company may reasonably request to enable the Company or its
agents to file necessary tax reports with governmental authorities or agencies.
The Depositary, the Custodian or the Company and its agents may, but shall not
be obligated to, file such reports as are necessary to reduce or eliminate
applicable taxes on dividends and on other distributions in respect of Deposited
Securities under applicable tax treaties or laws for the Holders and Beneficial
Owners. Holders and Beneficial Owners of American Depositary Shares may be
required from time to time, and in a timely manner, to file such proof of
taxpayer status, residence and beneficial ownership (as applicable), to execute
such certificates and to make such representations and warranties, or to provide
any other information or documents, as the Depositary or the Custodian may deem
necessary or proper to fulfill the Depositary's or the Custodian's obligations
under applicable law. The Holders and Beneficial Owners shall indemnify the
Depositary, the Company, the Custodian and any of their respective directors,
employees, agents and Affiliates against, and hold each of them harmless from,
any claims by any governmental authority with respect to taxes, additions to
tax, penalties or interest arising out of any refund of taxes, reduced rate of
withholding at source or other tax benefit obtained.

          The Company shall remit to the appropriate governmental authority or
agency any amounts required to be withheld by the Company and owing to such
governmental authority or agency. Upon any such withholding, the Company shall
remit to the Depositary information about such taxes or governmental charges
withheld or paid, and, if so requested, the tax receipt (or other proof of
payment to the applicable governmental authority) therefor, in each case, in a
form satisfactory to the Depositary. The Depositary shall, to the extent
required by U.S. law, report to Holders: (i) any taxes withheld by it; (ii) any
taxes withheld by the Custodian, subject to information being provided to the
Depositary by the Custodian; and (iii) any taxes withheld by the Company,
subject to information being provided to the Depositary by the Company. The
Depositary and the Custodian shall not be required to provide the Holders with
any evidence of the remittance by the Company (or its agents) of any taxes
withheld, or of the payment of taxes by the Company, except to the extent the
evidence is provided by the Company to the Depositary. Neither the Depositary
nor the Custodian shall be liable for the failure by any Holder or Beneficial
Owner to obtain the benefits of credits on the basis of non-U.S. tax paid
against such Holder's or Beneficial Owner's income tax liability. U.S. Holders
of ADSs (including U.S. citizens or residents)

                                       21
<PAGE>
are entitled to claim a refund of Irish withholding taxes on dividends. Unless
otherwise specified, U.S. Holders of ADSs will, upon provision of all necessary
documentation and certification, receive such dividend gross of Irish
withholding taxes, less customary fees and expenses.

          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 shall withhold the amount required to be withheld and 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 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.

          The Depositary is under no obligation to provide the Holders and
Beneficial Owners with any information about the tax status of the Company. The
Depositary shall not incur any liability for any tax consequences that may be
incurred by Holders and Beneficial Owners on account of their ownership of the
American Depositary Shares.

                                   ARTICLE V.

                  THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

     SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar.
Until termination of this Deposit Agreement in accordance with its terms, the
Depositary or if a Registrar for the Receipts shall have been appointed, the
Registrar shall maintain in the Borough of Manhattan, the City of New York, an
office and facilities for the execution and delivery, registration, registration
of transfers, combination and split-up of Receipts, the surrender of Receipts
and the delivery and withdrawal of Deposited Securities in accordance with the
provisions of this Deposit Agreement.

          The Depositary or the Registrar as applicable, shall keep books for
the registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Company and by the Holders of such
Receipts, provided that such inspection shall not be, to the Depositary's or the
Registrar's knowledge, for the purpose of communicating with Holders of such
Receipts in the interest of a business or object other than the business of the
Company or other than a matter related to this Deposit Agreement or the
Receipts.

          The Depositary or the Registrar, as applicable, may close the transfer
books with respect to the Receipts, at any time or from time to time, when
deemed necessary or advisable 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 or automated quotation systems in the
United States, the Depositary shall act as Registrar or appoint a Registrar or
one or more co-registrars for registration of Receipts and transfers,
combinations and split-ups, and to countersign such Receipts in accordance with
any requirements of such exchanges or systems. Such Registrar or co-registrars
may be removed and a substitute or substitutes appointed by the Depositary.

          If any Receipts or the American Depositary Shares evidenced thereby
are listed on one or more securities exchanges, markets or automated quotation
systems, (i) the Depositary shall be entitled to, and shall, take or refrain
from taking such action(s) as it may deem necessary or appropriate to comply

                                       22
<PAGE>
with the requirements of such securities exchange(s), market(s) or automated
quotation system(s) applicable to it, notwithstanding any other provision of
this Deposit Agreement; and (ii) upon the reasonable request of the Depositary,
the Company shall provide the Depositary such information and assistance as may
be reasonably necessary for the Depositary to comply with such requirements, to
the extent that the Company may lawfully do so.

     SECTION 5.2 Exoneration. Neither the Depositary, the Custodian or the
Company shall be obligated to do or perform any act which is inconsistent with
the provisions of this Deposit Agreement or shall incur any liability (i) if the
Depositary, the Custodian or the Company or their respective controlling persons
or agents shall be prevented or forbidden from, or delayed in, doing or
performing any act or thing required by the terms of this Deposit Agreement, by
reason of any provision of any present or future law or regulation of the United
States or any state thereof, Bermuda, Ireland or any other country, or of any
other governmental authority or regulatory authority or stock exchange, or on
account of the possible criminal or civil penalties or restraint, or by reason
of any provision, present or future, of the Company's Memorandum of Association
or Bye-laws or any provision of or governing any Deposited Securities, or by
reason of any act of God or war or other circumstances beyond its control
(including, without limitation, nationalization, expropriation, currency
restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions,
explosions and computer failure), (ii) by reason of any exercise of, or failure
to exercise, any discretion provided for in this Deposit Agreement or in the
Company's Memorandum of Association or Bye-laws or provisions of or governing
Deposited Securities, (iii) for any action or inaction of the Depositary, the
Custodian or the Company or their respective controlling persons or agents in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Holder, any Beneficial Owner or
authorized representative thereof, or any other person believed by it in good
faith to be competent to give such advice or information, (iv) for the inability
by a Holder or Beneficial Owner to benefit from any distribution, offering,
right or other benefit which is made available to holders of Deposited
Securities but is not, under the terms of this Deposit Agreement, made available
to Holders of American Depositary Shares or (v) for any special, consequential,
indirect or punitive damages for any breach of the terms of this Deposit
Agreement or otherwise.

          The Depositary, its controlling persons, its agents, the Custodian and
the Company, its controlling persons and its agents may rely and shall be
protected in acting upon any written notice, request, opinion or other document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.

          No disclaimer of liability under the Securities Act is intended by any
provision of this Deposit Agreement.

     SECTION 5.3 Standard of Care. The Company and the Depositary and their
respective agents assume no obligation and shall not be subject to any liability
under this Deposit Agreement or any Receipts to any Holder(s) or Beneficial
Owner(s) or other persons, except in accordance with Section 5.8 hereof,
provided, that the Company and the Depositary and their respective agents agree
to perform their respective obligations specifically set forth in this Deposit
Agreement or the applicable ADRs without gross negligence or bad faith.

          Without limitation of the foregoing, neither the Depositary, nor the
Company, nor any of their respective controlling persons, or agents, 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 all expenses (including fees and disbursements of
counsel) and liabilities be furnished as often as

                                       23
<PAGE>
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).

          The Depositary and its agents shall not be liable for any failure to
carry out any instructions to vote any of the Deposited Securities, or for the
manner in which any vote is cast or the effects of any vote. The Depositary
shall not incur any liability for any failure to determine that any distribution
or action may be lawful or reasonably practicable, for the content of any
information submitted to it by the Company for distribution to the Holders or
for any inaccuracy of any translation thereof, for any investment risk
associated with acquiring an interest in the Deposited Securities, for the
validity or worth of the Deposited Securities or for any tax consequences that
may result from the ownership of ADSs, Shares or Deposited Securities, for the
credit-worthiness of any third party, for allowing any rights to lapse upon the
terms of this Deposit Agreement or for the failure or timeliness of any notice
from the Company, or for any action or non action by it in reliance upon the
opinion, advice of or information from legal counsel, accountants, any person
representing 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
and its agents 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 gross negligence or bad faith while it acted as Depositary.

     SECTION 5.4 Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by written notice of resignation delivered to the Company, such
resignation to be effective on the earlier of (i) the 90th day after delivery
thereof to the Company (whereupon the Depositary shall, in the event no
successor depositary has been appointed by the Company, be entitled to take the
actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the
Company of a successor depositary and its acceptance of such appointment as
hereinafter provided, save that, any amounts, fees, costs or expenses owed to
the Depositary hereunder or in accordance with any other agreements otherwise
agreed in writing between the Company and the Depositary from time to time shall
be paid to the Depositary prior to such resignation.

          The Company shall use reasonable efforts to appoint such successor
depositary, and give notice to the Depositary of such appointment, not more than
90 days after delivery by the Depositary of written notice of resignation as
provided in this paragraph. In the event that notice of the appointment of a
successor depositary is not provided by the Company in accordance with the
preceding sentence, the Depositary shall be entitled to take the actions
contemplated in Section 6.2 hereof.

          The Depositary may at any time be removed by the Company by written
notice of such removal, which removal shall be effective on the later of (i) the
90th day after delivery thereof to the Depositary (whereupon the Depositary
shall be entitled to take the actions contemplated in Section 6.2 hereof), or
(ii) upon the appointment by the Company of a successor depositary and its
acceptance of such appointment as hereinafter provided, save that, any amounts,
fees, costs or expenses owed to the Depositary hereunder or in accordance with
any other agreements otherwise agreed in writing between the Company and the
Depositary from time to time shall be paid to the Depositary prior to such
removal.

          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 be
required by the Company to execute and deliver to its predecessor and to the
Company

                                       24
<PAGE>
an instrument in writing accepting its appointment hereunder, and thereupon such
successor depositary, without any further act or deed (except as required by
applicable law), shall become fully vested with all the rights, powers, duties
and obligations of its predecessor. The predecessor depositary, upon payment of
all sums due to it and on the written request of the Company, shall (i) execute
and deliver an instrument transferring to such successor all rights and powers
of such predecessor hereunder (other than as contemplated in Sections 5.8 and
5.9), (ii) duly assign, transfer and deliver all right, title and interest to
the Deposited Securities to such successor, and (iii) deliver to such successor
a list of the Holders of all outstanding Receipts and such other information
relating to Receipts and Holders thereof as the successor may reasonably
request. Any such successor depositary shall promptly mail notice of its
appointment to such 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 5.5 The Custodian. The Custodian or its successors in acting
hereunder shall be subject at all times and in all respects to the direction of
the Depositary for the Deposited Securities for which the Custodian acts as
custodian and shall be responsible solely to it. If any Custodian resigns or is
discharged from its duties hereunder with respect to any Deposited Securities
and no other Custodian has previously been appointed hereunder, the Depositary
shall promptly appoint a substitute custodian. The Depositary shall require such
resigning or discharged Custodian to deliver the Deposited Securities held by
it, together with all such records maintained by it as Custodian with respect to
such Deposited Securities as the Depositary may request, to the Custodian
designated by the Depositary. Whenever the Depositary determines, in its
discretion, that it is appropriate to do so, it may appoint an additional entity
to act as Custodian with respect to any Deposited Securities, or discharge the
Custodian with respect to any Deposited Securities and appoint a substitute
custodian, which shall thereafter be Custodian hereunder with respect to the
Deposited Securities. After any such change, the Depositary shall give notice
thereof in writing to all Holders.

          Upon the appointment of any successor depositary, any Custodian then
acting hereunder shall, unless otherwise instructed by the Depositary, continue
to be the Custodian of the Deposited Securities without any further act or
writing and shall be subject to the direction of the successor depositary. 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 to act
on the direction of such successor depositary.

     SECTION 5.6 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 by such holders other than at a meeting,
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 shall
transmit to the Depositary and the Custodian a copy of the notice thereof in
English but otherwise in the form given or to be given to holders of Shares or
other Deposited Securities. The Company shall also furnish to the Custodian and
the Depositary a summary, in English, of any applicable provisions or proposed
provisions of the Company's Bye-laws that may be relevant or pertain to such
notice of meeting or be the subject of a vote thereat.

          The Company will also transmit to the Depositary (a) English language
versions of the other notices, reports and communications which are made
generally available by the Company to holders of its Shares or other Deposited
Securities and (b) English language versions of the Company's annual and other
reports prepared in accordance with the applicable requirements of the
Commission. The Depositary shall arrange, at the request of the Company and at
the Company's expense, for the mailing of

                                       25
<PAGE>
copies thereof to all Holders, or by any other means as agreed between the
Company and the Depositary (at the Company's expense) or make such notices,
reports and other communications available for inspection by all Holders,
provided, that, the Depositary shall have received evidence sufficiently
satisfactory to it, including in the form of an opinion of local and/or U.S.
counsel or counsel of other applicable jurisdiction, furnished at the expense of
the Company, as the Depositary in its discretion so requests, that the
distribution of such notices, reports and any such other communications to
Holders from time to time is valid and does not or will not infringe any local,
U.S. or other applicable jurisdiction regulatory restrictions or requirements if
so distributed and made available to 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. The Company has delivered to the Depositary and the
Custodian a copy of the Company's Bye-laws along with the provisions of or
governing the Shares and any other Deposited Securities issued by the Company or
any Affiliate of the Company, in connection with the Shares, and promptly upon
any amendment thereto or change therein, the Company shall deliver to the
Depositary and the Custodian a copy of such amendment thereto or change therein.
The Depositary may rely upon such copy for all purposes of this Deposit
Agreement.

          The Depositary will make available a copy of any such notices, reports
or communications issued by the Company and delivered to the Depositary for
inspection by the Holders of the Receipts evidencing the American Depositary
Shares representing such Shares governed by such provisions at the Depositary's
Corporate Trust Office, at the office of the Custodian and at any other
designated transfer office.

     SECTION 5.7 Issuance of Additional Shares, ADSs etc. The Company agrees
that in the event it or any of its Affiliates proposes (i) an issuance, sale or
distribution of additional Shares, (ii) an offering of rights to subscribe for
Shares or other Deposited Securities, (iii) an issuance of securities
convertible into or exchangeable for Shares, (iv) an issuance of rights to
subscribe for securities convertible into or exchangeable for Shares, (v) an
elective dividend of cash or Shares, (vi) a redemption of Deposited Securities,
(vii) a meeting of holders of Deposited Securities, or solicitation of consents
or proxies, relating to any reclassification of securities, merger, amalgamation
or consolidation or transfer of assets or (viii) any reclassification,
recapitalization, reorganization, merger, amalgamation, consolidation or sale of
assets which affects the Deposited Securities, it will obtain U.S. legal advice
and take all steps necessary to ensure that the application of the proposed
transaction to Holders and Beneficial Owners does not violate the registration
provisions of the Securities Act, or any other applicable laws (including,
without limitation, the Investment Company Act of 1940, as amended, the Exchange
Act or the securities laws of the states of the United States). In support of
the foregoing, the Company will furnish to the Depositary, at its own expense,
(a) a written opinion of U.S. counsel (satisfactory to the Depositary) stating
whether or not application of such transaction to Holders and Beneficial Owners
(1) requires a registration statement under the Securities Act to be in effect
or (2) is exempt from the registration requirements of the Securities Act and
(b) an opinion of Bermuda counsel (satisfactory to the Depositary) stating that
(1) making the transaction available to Holders and Beneficial Owners does not
violate the laws or regulations of Bermuda and (2) a written opinion of Bermuda
counsel (satisfactory to the Depositary) stating that all requisite regulatory
consents and approvals have been obtained in Bermuda. If the filing of a
registration statement is required, the Depositary shall not have any obligation
to proceed with the transaction unless it shall have received evidence
reasonably satisfactory to it that such registration statement has been declared
effective and that such distribution is in accordance with all applicable laws
or regulations. If, being advised by counsel, the Company determines that a
transaction is required to be registered under the Securities Act, the Company
will either (i) register such transaction to the extent necessary, (ii) alter
the terms of the transaction to avoid the registration requirements of the
Securities Act or (iii) direct the Depositary to take specific measures, in each
case as contemplated in this

                                       26
<PAGE>
Deposit Agreement, to prevent such transaction from violating the registration
requirements of the Securities Act.

          The Company agrees with the Depositary that neither the Company nor
any of its Affiliates will at any time (i) deposit any Shares or other Deposited
Securities, either upon original issuance or upon a sale of Shares or other
Deposited Securities previously issued and reacquired by the Company or by any
such Affiliate, or (ii) issue additional Shares, rights to subscribe for such
Shares, securities convertible into or exchangeable for Shares or rights to
subscribe for such securities, unless such transaction and the securities
issuable in such transaction are exempt from registration under the Securities
Act or have been registered under the Securities Act (and such registration
statement has been declared effective).

          Notwithstanding anything else contained in this Deposit Agreement,
nothing in this Deposit Agreement shall be deemed to obligate the Company to
file any registration statement in respect of any proposed transaction.

     SECTION 5.8 Indemnification. The Company agrees to indemnify the
Depositary, any Custodian and each of their respective directors, officers,
employees, agents and Affiliates against, and hold each of them harmless from,
any direct losses, liabilities, taxes, costs, demands and any charges or
expenses of any kind whatsoever (including, but not limited to, reasonable
attorney's fees and expenses and, in each case, fees and expenses of counsel, in
each case, irrevocable value added tax and any similar tax charged or otherwise
imposed in respect thereof) (collectively referred to as "Losses") which the
Depositary or any agent thereof may incur or which may be made against it as a
result of or in connection with its appointment or the exercise of its powers
and duties under this Agreement or that may arise (a) out of or in connection
with any offer, issuance, sale, resale, transfer, deposit or withdrawal of
Receipts, American Depositary Shares, the Shares, or other Deposited Securities,
as the case may be, (b) out of or in connection with any offering documents in
respect thereof or (c) out of or in connection with acts performed or omitted,
including, but not limited to, any delivery by the Depositary on behalf of the
Company of information regarding the Company in connection with this Deposit
Agreement, the Receipts, the American Depositary Shares, the Shares, or any
Deposited Securities, in any such case (i) by the Depositary, the Custodian or
any of their respective directors, officers, employees, agents and Affiliates,
except to the extent any such Losses are due to the gross negligence or bad
faith of any of them, or (ii) by the Company or any of its directors, officers,
employees, agents and Affiliates; provided, however, that the foregoing
indemnity shall not apply or be of any effect to the extent any such Losses
arise out of or are based upon any untrue statement or alleged untrue statement
or omission or alleged omission of information in any document or other
conveyance of information in connection with the offer, issuance, sale, resale,
transfer, deposit or withdrawal of any Receipts, American Depositary Shares,
Shares, or other Deposited Securities made in reliance upon and in conformity
with information regarding the Depositary provided by the Depositary. The
Depositary agrees to indemnify the Company and any of its respective directors,
officers, employees, agents and Affiliates against and hold each of them
harmless from any direct Losses which may arise out of acts performed or omitted
to be performed by the Depositary due to the gross negligence or bad faith of
the Depositary or any of their respective directors, officers or employees,
agents and/or Affiliates. In no event shall the Depositary or any of its
directors, officers, employees, agents and/or Affiliates be liable for any
indirect, special, punitive or consequential damages to the Company, Holders,
Beneficial Owners or any other person.

          Any person seeking indemnification hereunder (an "Indemnified Person")
shall notify the person from whom it is seeking indemnification (the
"Indemnifying Person") of the commencement of any indemnifiable action or claim
promptly after such Indemnified Person becomes aware of such commencement
(provided that the failure to make such notification shall not affect such
Indemnified

                                       27
<PAGE>
Person's rights to indemnification except to the extent the Indemnifying Person
is materially prejudiced by such failure) and shall consult in good faith with
the Indemnifying Person as to the conduct of the defense of such action or claim
that may give rise to an indemnity hereunder, which defense shall be reasonable
under the circumstances. No Indemnified Person shall compromise or settle any
action or claim that may give rise to an indemnity hereunder without the consent
of the Indemnifying Person, which consent shall not be unreasonably withheld.

          The obligations set forth in this Section shall survive the
termination of this Deposit Agreement and the succession or substitution of any
party hereto.

     SECTION 5.9 Fees and Charges of Depositary. The Company, the Holders, the
Beneficial Owners, and persons surrendering ADSs for cancellation and withdrawal
of Deposited Securities shall be required to pay to the Depositary the
Depositary's fees and related charges identified as payable by them respectively
as provided for under Article (9). All fees and charges so payable may, at any
time and from time to time, be changed by agreement between the Depositary and
the Company, but, in the case of fees and charges payable by Holders and
Beneficial Owners, only in the manner contemplated in Section 6.1.

          The Depositary and the Company may reach separate agreement in
relation to the payment of any additional remuneration to the Depositary in
respect of any exceptional duties which the Depositary finds necessary or
desirable and agreed by both parties in the performance of its obligations
hereunder and in respect of the actual costs and expenses of the Depositary in
respect of any notices required to be given to the Holders in accordance with
Article (20).

          In connection with any payment by the Company to the Depositary:

               (i)      all fees, taxes, duties, charges, costs and expenses
                        which are payable by the Company shall be paid or be
                        procured to be paid by the Company (and any such amounts
                        which are paid by the Depositary shall be reimbursed to
                        the Depositary by the Company upon demand therefor);

               (ii)     such payment shall be subject to all necessary
                        applicable exchange control and other consents and
                        approvals having been obtained. The Company undertakes
                        to use its reasonable endeavours to obtain all necessary
                        approvals that are required to be obtained by it in this
                        connection; and

               (iii)    the Depositary may request, in its sole but reasonable
                        discretion after reasonable consultation with the
                        Company, an opinion of counsel regarding U.S. law, the
                        laws of Bermuda or of any other relevant jurisdiction,
                        to be furnished at the expense of the Company, if at any
                        time it deems it necessary to seek such an opinion of
                        counsel regarding the validity of any action to be taken
                        or instructed to be taken under this Agreement.

          The Company agrees to promptly pay to the Depositary such other fees,
charges and expenses and to reimburse the Depositary for such properly
documented out-of-pocket expenses as the Depositary and the Company may agree to
in writing from time to time. Responsibility for payment of such charges may at
any time and from time to time be changed by agreement between the Company and
the Depositary.

                                       28
<PAGE>
          All payments by the Company to the Depositary under this Clause 5.9
shall be paid without set-off or counterclaim, and free and clear of and without
deduction or withholding for or on account of, any present or future taxes,
levies, imports, duties, fees, assessments or other charges of whatever nature,
imposed by Bermuda or by any department, agency or other political subdivision
or taxing authority thereof or therein, and all interest, penalties or similar
liabilities with respect thereto.

          The right of the Depositary to receive payment of fees, charges and
expenses as provided above shall survive the termination of this Deposit
Agreement. As to any Depositary, upon the resignation or removal of such
Depositary as described in Section 5.4 hereof, such right shall extend for those
fees, charges and expenses incurred prior to the effectiveness of such
resignation or removal.

     SECTION 5.10 Restricted Securities Owners/Ownership Restrictions. From time
to time or upon the reasonable request of the Depositary, the Company shall
provide to the Depositary a list setting forth, to the actual knowledge of the
Company, those persons or entities who beneficially own Restricted Securities
and the Company shall update that list on a regular basis. The Depositary may
rely on such a list or update but shall not be liable for any action or omission
made in reliance thereon. The Company agrees to advise in writing each of the
persons or entities who, to the knowledge of the Company, holds Restricted
Securities that such Restricted Securities are ineligible for deposit hereunder
(except under the circumstances contemplated in Section 2.11) and, to the extent
practicable, shall require each of such persons to represent in writing that
such person will not deposit Restricted Securities hereunder (except under the
circumstances contemplated in Section 2.11). Each Holder and Beneficial Owner
acknowledges and agrees that each Receipt, and the terms upon which it is held
by such Holder or Beneficial Owner, are subject to the Company's Memorandum of
Association and Bye-laws, and that so long as the Company's Memorandum of
Association or Bye-laws provide a means by which the Company may require Holders
or Beneficial Owners to take certain actions with respect to their holdings,
beneficial ownership or control over the Company's securities (including,
without limitation, obligations imposed on Competitors (as defined in the
Company's Bye-laws)), such Holders or Beneficial Owners will be bound by such
obligations. The Company and the Depositary may implement such other procedures
as necessary in order to conform the rights and responsibilities of Holders or
Beneficial Owners to ensure monitoring, compliance and enforcement of the
Company's Memorandum of Association or Bye-laws. The Company shall, in
accordance with Article (24), inform Owners and Beneficial Owners and the
Depositary of any other limitations on ownership of Shares that the Owners and
Beneficial Owners may be subject to by reason of the number of American
Depositary Shares held under the Memorandum of Association or Bye-laws of the
Company or applicable Bermuda law, as such restrictions may be in force from
time to time.

          The Company may, in its sole discretion, but subject to applicable
law, instruct the Depositary to take action with respect to the ownership
interest of any Holder or Beneficial Owner pursuant to the Company's Bye-laws,
including but not limited to, the removal or limitation of voting rights or the
mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the
Shares represented by the ADRs held by such Holder or Beneficial Owner in excess
of such limitations, if and to the extent such disposition is permitted by
applicable law and the Company's Memorandum of Association and Bye-laws;
provided that any such measures are practicable and can be undertaken without
undue burden or expense. The Depositary shall have no liability for any actions
taken in accordance with such instructions.

                                  ARTICLE VI.

                            AMENDMENT AND TERMINATION

                                       29
<PAGE>
     SECTION 6.1 Amendment/Supplement. Subject to the terms and conditions of
this Section 6.1 and applicable law, the Receipts outstanding at any time, the
provisions of this Deposit Agreement and the form of Receipt attached hereto and
to be issued under the terms hereof may at any time and from time to time be
amended or supplemented by written agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable and not
materially prejudicial to the Holders without the consent of the Holders or
Beneficial Owners. Any amendment or supplement which shall impose or increase
any fees or charges (other than charges in connection with foreign exchange
control regulations, and taxes and other governmental charges, delivery and
other such expenses payable by Holders or Beneficial Owners), or which shall
otherwise materially prejudice any substantial existing right of Holders or
Beneficial Owners, shall not, however, become effective as to outstanding
Receipts until 30 days after notice of such amendment or supplement shall have
been given to the Holders of outstanding Receipts. The parties hereto agree that
any amendments or supplements which (i) are reasonably necessary (as agreed by
the Company and the Depositary) in order for (a) the American Depositary Shares
to be registered on Form F-6 under the Securities Act or (b) the American
Depositary Shares or the Shares to be traded solely in electronic book-entry
form and (ii) do not in either such case impose or increase any fees or charges
to be borne by Holders, shall be deemed not to materially prejudice any
substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial
Owner at the time any amendment or supplement so becomes effective shall be
deemed, by continuing to hold such American Depositary Share or Shares, to
consent and agree to such amendment or supplement and to be bound by the Deposit
Agreement as amended and supplemented thereby. In no event shall any amendment
or supplement impair the right of the Holder to surrender such Receipt and
receive therefor the Deposited Securities represented thereby, except in order
to comply with mandatory provisions of applicable law. Notwithstanding the
foregoing, if any governmental body should adopt new laws, rules or regulations
which would require amendment or supplement of the Deposit Agreement to ensure
compliance therewith, the Company and the Depositary may amend or supplement the
Deposit Agreement and the Receipt at any time in accordance with such changed
laws, rules or regulations. Such amendment or supplement to the Deposit
Agreement in such circumstances may become effective before a notice of such
amendment or supplement is given to Holders or within any other period of time
as required for compliance with such laws, rules or regulations.

     SECTION 6.2 Termination. The Depositary shall, at any time at the written
direction of the Company, terminate this Deposit Agreement by mailing notice of
such termination to the Holders of all Receipts then outstanding at least 90
days prior to the date fixed in such notice for such termination, provided that,
the Depositary shall be reimbursed by the Company for any amounts, fees, costs
or expenses owed to it in accordance with the terms of this Deposit Agreement
and in accordance with any other agreements as otherwise agreed in writing
between the Company and the Depositary from time to time, prior to such
termination shall take effect. If 90 days shall have expired after (i) the
Depositary shall have delivered to the Company a written notice of its election
to resign, or (ii) the Company shall have delivered to the Depositary a written
notice of the removal of the Depositary, and in either case a successor
depositary shall not have been appointed and accepted its appointment as
provided in Section 5.4, the Depositary may terminate this Deposit Agreement by
mailing notice of such termination to the Holders of all Receipts then
outstanding at least 30 days prior to the date fixed for such termination. On
and after the date of termination of this Deposit Agreement, the Holder will,
upon surrender of such Receipt at the Corporate Trust Office of the Depositary,
upon the payment of the charges of the Depositary for the surrender of Receipts
referred to in Section 2.6 and subject to the conditions and restrictions
therein set forth, and upon 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 such Receipt. If any Receipts shall remain
outstanding after the date of termination of this Deposit Agreement, the
Registrar thereafter shall discontinue the registration of transfers of
Receipts, and the Depositary shall suspend the distribution of dividends to the
Holders thereof, and shall not give any further notices or

                                       30
<PAGE>
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 or other property as
provided in this Deposit Agreement, and shall continue to deliver Deposited
Securities, subject to the conditions and restrictions set forth in Section 2.6,
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, or charging, as the
case may be, in each case, the charges of the Depositary for the surrender of a
Receipt, any expenses for the account of the Holder in accordance with the terms
and conditions of this Deposit Agreement and any applicable taxes or
governmental charges or assessments). At any time after the expiration of six
months from the date of termination of this Deposit Agreement, 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, in an unsegregated account, without liability for interest
for the pro rata benefit of the Holders of Receipts whose Receipts have not
theretofore been surrendered. After making such sale, the Depositary shall be
discharged from all obligations under this Deposit Agreement with respect to the
Receipts and the Shares, Deposited Securities and American Depositary Shares,
except to account for such net proceeds and other cash (after deducting, or
charging, as the case may be, in each case, the charges of the Depositary for
the surrender of a Receipt, any expenses for the account of the Holder in
accordance with the terms and conditions of this Deposit Agreement and any
applicable taxes or governmental charges or assessments). 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
hereunder.

                                  ARTICLE VII.

                                  MISCELLANEOUS

     SECTION 7.1 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 together shall constitute one and the same agreement. Copies
of this Deposit Agreement shall be maintained with the Depositary and shall be
open to inspection by any Holder during business hours.

     SECTION 7.2 No Third-Party Beneficiaries. This Deposit Agreement is for the
exclusive benefit of the parties hereto (and their successors) and shall not be
deemed to give any legal or equitable right, remedy or claim whatsoever to any
other person, except to the extent specifically set forth in this Deposit
Agreement. Nothing in this Deposit Agreement shall be deemed to give rise to a
partnership or joint venture among the parties hereto nor establish a fiduciary
or similar relationship among the parties. The parties hereto acknowledge and
agree that (i) the Depositary and its Affiliates may at any time have multiple
banking relationships with the Company and its Affiliates, (ii) the Depositary
and its Affiliates may be engaged at any time in transactions in which parties
adverse to the Company or the Holders or Beneficial Owners may have interests
and (iii) nothing contained in this Agreement shall (a) preclude the Depositary
or any of its Affiliates from engaging in such transactions or establishing or
maintaining such relationships, or (b) obligate the Depositary or any of its
Affiliates to disclose such transactions or relationships or to account for any
profit made or payment received in such transactions or relationships.

     SECTION 7.3 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.

                                       31
<PAGE>
     SECTION 7.4 Holders and Beneficial Owners as Parties; Binding Effect. The
Holders and Beneficial Owners from time to time of American Depositary Shares
shall be parties to the Deposit Agreement and shall be bound by all of the terms
and conditions hereof and of any Receipt by acceptance hereof or any beneficial
interest therein.

     SECTION 7.5 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, air
courier or cable, telex, facsimile transmission or electronic transmission,
confirmed by letter, addressed to Babcock & Brown Air Limited at West Pier, Dun
Laoghaire, County Dublin, Ireland, Attention: Chief Executive Officer, or to any
other address which the Company may specify in writing to the Depositary.

          Any and all notices to be given to the Depositary shall be deemed to
have been duly given if personally delivered or sent by mail, air courier or
cable, telex, facsimile transmission or by electronic transmission (if agreed by
the Company and the Depositary), at the Company's expense, unless otherwise
agreed in writing between the Company and the Depositary, confirmed by letter,
addressed to Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New
York 10005, USA, Attention: ADR Department, telephone: +1 212 250-9100,
facsimile: +1 212 797 0327 or to any other address which the Depositary may
specify in writing to the Company.

          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 cable, telex,
facsimile transmission or by electronic transmission (if agreed by the Company
and the Depositary), at the Company's expense, unless otherwise agreed in
writing between the Company and the Depositary, 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 specified in such request. Notice to Holders shall be deemed to
be notice to Beneficial Owners for all purposes of this Deposit Agreement.

          Delivery of a notice sent by mail, air courier or cable, telex,
facsimile or electronic 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, facsimile or electronic 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,
facsimile or electronic transmission received by it from the other or from any
Holder, notwithstanding that such cable, telex, facsimile or electronic
transmission shall not subsequently be confirmed by letter as aforesaid, as the
case may be.

     SECTION 7.6 Governing Law and Jurisdiction. This Deposit Agreement and the
Receipts shall be interpreted in accordance with, and all rights hereunder and
thereunder and provisions hereof and thereof shall be governed by, the laws of
the State of New York without reference to the principles of choice of law
thereof. Except as set forth in the following paragraph of this Section 7.6, the
Company and the Depositary agree that the federal or state courts in the City of
New York shall have non-exclusive jurisdiction to hear and determine any suit,
action or proceeding and to settle any dispute between them that may arise out
of or in connection with this Deposit Agreement and, for such purposes, each
irrevocably submits to the non-exclusive jurisdiction of such courts. The
Company hereby irrevocably designates, appoints and empowers Puglisi &
Associates (the "Process Agent"), now at 850 Library Avenue, Suite 204, Newark,
DE 19711, United States of America, as its authorized agent to receive and
accept for and on its behalf, and on behalf of its properties, assets and
revenues, service by mail of any and all legal process, summons, notices and
documents that may be served in any suit, action or proceeding brought against
the Company in any federal or state court as described in the preceding sentence
or in the next paragraph of this Section 7.6. If for any reason the Process
Agent shall cease to be

                                       32
<PAGE>
available to act as such, the Company agrees to designate a new agent in The
City of New York on the terms and for the purposes of this Section 7.6
reasonably satisfactory to the Depositary. The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any suit, action or proceeding against the
Company, by service by mail of a copy thereof upon the Process Agent (whether or
not the appointment of such Process Agent shall for any reason prove to be
ineffective or such Process Agent shall fail to accept or acknowledge such
service), with a copy mailed to the Company by registered or certified air mail,
postage prepaid, to its address provided in Section 7.5 hereof. The Company
agrees that the failure of the Process Agent to give any notice of such service
to it shall not impair or affect in any way the validity of such service or any
judgment rendered in any action or proceeding based thereon.

          Notwithstanding the foregoing, the Depositary and the Company
unconditionally agree that in the event that a Holder or Beneficial Owner brings
a suit, action or proceeding against (a) the Company, (b) the Depositary in its
capacity as Depositary under this Deposit Agreement or (c) against both the
Company and the Depositary, in any state or federal court of the United States,
and the Depositary or the Company have any claim, for indemnification or
otherwise, against each other arising out of the subject matter of such suit,
action or proceeding, then the Company and the Depositary may pursue such claim
against each other in the state or federal court in the United States in which
such suit, action, or proceeding is pending, and for such purposes, the Company
and the Depositary irrevocably submit to the non-exclusive jurisdiction of such
courts. The Company agrees that service of process upon the Process Agent in the
manner set forth in the preceding paragraph shall be effective service upon it
for any suit, action or proceeding brought against it as described in this
paragraph.

          The Company irrevocably and unconditionally waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of venue of any actions, suits or proceedings brought in any court as
provided in this Section 7.6, and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum.

          The Company and the Depositary agree that, notwithstanding the
foregoing, with regard to any claim or dispute or difference of whatever nature
between the parties hereto arising directly or indirectly from the relationship
created by this Deposit Agreement, the Depositary, in its sole discretion, shall
be entitled to refer such dispute or difference for final settlement by
arbitration ("Arbitration") in accordance with the applicable rules of the
American Arbitration Association (the "Rules") then in force, by a sole
arbitrator appointed in accordance with the Rules. The seat and place of any
reference to Arbitration shall be New York, New York State. The procedural law
of any Arbitration shall be New York law and the language to be used in the
Arbitration shall be English. The fees of the arbitrator and other costs
incurred by the parties in connection with such Arbitration shall be paid by the
party that is unsuccessful in such Arbitration.

          The provisions of this Section 7.6 shall survive any termination of
this Deposit Agreement, in whole or in part.

     SECTION 7.7 Assignment. Subject to the provisions of Section 5.4 hereof,
this Deposit Agreement may not be assigned by either the Company or the
Depositary.

     SECTION 7.8 Agents. The Depositary shall be entitled, in its sole but
reasonable discretion, to appoint one or more agents (the "Agents") of which it
shall have control for the purpose, inter alia, of making distributions to the
Holders or otherwise carrying out its obligations under this Agreement.

                                       33
<PAGE>
     SECTION 7.9 Exclusivity. The Company agrees not to appoint any other
depositary for the issuance or administration of depositary receipts evidencing
any class of stock of the Company so long as Deutsche Bank Trust Company
Americas is acting as Depositary hereunder.

     SECTION 7.10 Compliance with U.S. Securities Laws. Notwithstanding anything
in this Deposit Agreement to the contrary, the withdrawal or delivery of
Deposited Securities will not be suspended by the Company or the Depositary
except as would be permitted by Instruction I.A.(1) of the General Instructions
to Form F-6 Registration Statement, as amended from time to time, under the
Securities Act.

     SECTION 7.11 Titles. All references in this Deposit Agreement to exhibits,
Articles, sections, subsections, and other subdivisions refer to the exhibits,
Articles, sections, subsections and other subdivisions of this Deposit Agreement
unless expressly provided otherwise. The words "this Deposit Agreement",
"herein", "hereof", "hereby", "hereunder", and words of similar import refer to
the Deposit Agreement as a whole as in effect between the Company, the
Depositary and the Holders and Beneficial Owners of ADSs and not to any
particular subdivision unless expressly so limited. Pronouns in masculine,
feminine and neuter gender shall be construed to include any other gender, and
words in the singular form shall be construed to include the plural and vice
versa unless the context otherwise requires. Titles to sections of this Deposit
Agreement are included for convenience only and shall be disregarded in
construing the language contained in this Deposit Agreement.

                                       34
<PAGE>
          IN WITNESS WHEREOF, BABCOCK & BROWN AIR LIMITED and DEUTSCHE BANK
TRUST COMPANY AMERICAS have duly executed this Deposit Agreement as of the day
and year first above set forth and all Holders and Beneficial Owners shall
become parties hereto upon acceptance by them of American Depositary Shares
evidenced by Receipts issued in accordance with the terms hereof.

                                  BABCOCK & BROWN AIR LIMITED

                                  By:_______________________________
                                     Name:
                                     Title:


                                  DEUTSCHE BANK TRUST COMPANY AMERICAS

                                  By:_______________________________
                                     Name:
                                     Title:

                                  By:_______________________________
                                     Name:
                                     Title:
<PAGE>
                                    EXHIBIT A

                            [FORM OF FACE OF RECEIPT]

Number                                                     CUSIP:     05614P101
                                                           ISIN:   US05614P1012

                                                American Depositary Shares (Each
                                                       American Depositary Share
                                       representing one Fully Paid Common Share)


                           AMERICAN DEPOSITARY RECEIPT

                                       for

                           AMERICAN DEPOSITARY SHARES

                                  representing

                             DEPOSITED COMMON SHARES

                                       of

                           BABCOCK & BROWN AIR LIMITED

                    (Incorporated under the laws of Bermuda)

          DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (herein called the
"Depositary"), hereby certifies that ________________is the owner of
______________ American Depositary Shares (hereinafter "ADS"), representing
deposited common shares, each of Par Value of $0.001 including evidence of
rights to receive such common shares (the "Shares") of Babcock & Brown Air
Limited, a company incorporated under the laws of Bermuda (the "Company"). As of
the date of the Deposit Agreement (hereinafter referred to), each ADS represents
one Share deposited under the Deposit Agreement with the Custodian which at the
date of execution of the Deposit Agreement is The Governer and Company of the
Bank of Ireland (the "Custodian"). The ratio of Depositary Shares to the Shares
is subject to subsequent amendment as provided in Article IV of the Deposit
Agreement. The Depositary's Corporate Trust Office is located at 60 Wall Street,
New York, New York 10005, U.S.A.

          (1) The Deposit Agreement. This American Depositary Receipt is one of
an issue of American Depositary Receipts ("Receipts"), all issued and to be
issued upon the terms and conditions set forth in the Deposit Agreement, dated
on or about October 2, 2007 (as amended from time to time, the "Deposit
Agreement"), by and among the Company, the Depositary, and all Holders and
Beneficial Owners from time to time of Receipts issued thereunder, each of whom
by accepting a Receipt agrees to become a party thereto and becomes bound by all
the terms and conditions thereof. The Deposit Agreement sets forth the rights
and obligations of Holders and Beneficial Owners of Receipts and the rights and
duties of the Depositary in respect of the Shares deposited 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, other securities,
property and cash are herein called "Deposited Securities"). Copies of the
Deposit Agreement are on file at the Corporate Trust Office of the Depositary
and the Custodian.

                                      A-1
<PAGE>
          Each owner and each Beneficial Owner, upon acceptance of any ADSs (or
any interest therein) issued in accordance with the terms and conditions of the
Deposit Agreement, shall be deemed for all purposes to (a) be a party to and
bound by the terms of the Deposit Agreement and applicable ADR(s), and (b)
appoint the Depositary its attorney-in-fact, with full power to delegate, to act
on its behalf and to take any and all actions contemplated in the Deposit
Agreement and the applicable ADR(s), to adopt any and all procedures necessary
to comply with applicable law and to take such action as the Depositary in its
sole discretion may deem necessary or appropriate to carry out the purposes of
the Deposit Agreement and the applicable ADR(s), the taking of such actions to
be the conclusive determinant of the necessity and appropriateness thereof.

          The statements made on the face and reverse of this Receipt are
derived from the relevant provisions of the Deposit Agreement and the Company's
Bye-laws (as in effect on the date of the Deposit Agreement) and are qualified
by and subject to the detailed provisions of the Deposit Agreement, to which
reference is hereby made. All capitalized terms used herein which are not
otherwise defined herein shall have the meanings ascribed thereto in the Deposit
Agreement. The Depositary makes no representation or warranty as to the validity
or worth of the Deposited Securities. The Depositary has made arrangements for
the acceptance of the American Depositary Shares into DTC. Each Beneficial Owner
of American Depositary Shares held through DTC must rely on the procedures of
DTC and the DTC Participants to exercise and be entitled to any rights
attributable to such American Depositary Shares. The Receipt evidencing the
American Depositary Shares held through DTC will be registered in the name of a
nominee of DTC. So long as the American Depositary Shares are held through DTC
or unless otherwise required by law, ownership of beneficial interests in the
Receipt registered in the name of DTC (or its nominee) will be shown on, and
transfers of such ownership will be effected only through, records maintained by
(i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).

          (2) Surrender of Receipts and Withdrawal of Deposited Securities. Upon
surrender, at the Corporate Trust Office of the Depositary, of ADSs evidenced by
this Receipt for the purpose of withdrawal of the Deposited Securities
represented thereby, and upon payment of (i) the charges of the Depositary for
the making of withdrawals and cancellation of Receipts (as set forth in Section
5.9 of the Deposit Agreement and Article (9) hereto) and (ii) all fees, taxes
and governmental charges payable in connection with such surrender and
withdrawal, and, subject to the terms and conditions of the Deposit Agreement,
the Company's Bye-laws, Section 7.10 of the Deposit Agreement, Article (22) of
this Receipt and the provisions of or governing the Deposited Securities and
other applicable laws, the Holder of the American Depositary Shares evidenced
hereby is entitled to delivery, to him or upon his order, of the Deposited
Securities represented by the ADS so surrendered. Subject to the last sentence
of this paragraph, such Deposited Securities may be delivered in certificated
form or, except for Shares, by electronic delivery. ADS may be surrendered for
the purpose of withdrawing Deposited Securities by delivery of a Receipt
evidencing such ADS (if held in registered form) or by book-entry delivery of
such ADS to the Depositary.

          A Receipt surrendered for such purposes shall, if so required by the
Depositary, be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Holder thereof
shall execute 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 (without
unreasonable delay) at the designated office of the Custodian (subject to the
terms and conditions of the Deposit Agreement, to the Company's Bye-laws, and to
the provisions of or governing the Deposited Securities and applicable laws, now
or hereafter in effect), to or upon the written order of the person or persons
designated in the order delivered to the Depositary as provided above, the
Deposited Securities represented by such ADSs, together with any certificate or
other proper

                                      A-2
<PAGE>
documents of or relating to title for the Deposited Securities or evidence of
the electronic transfer thereof (if available) as the case may be to or for the
account of such person. 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 such
Receipt, or of any proceeds of sale of any dividends, distributions or rights,
which may at the time be held by the Depositary.

          The Depositary may, in its discretion, refuse to accept for surrender
a number of American Depositary Shares representing a number of Shares other
than a whole number of Shares. In the case of surrender of a Receipt evidencing
a number of ADSs representing other than a whole number of Shares, the
Depositary shall cause ownership of the appropriate whole number of Shares to be
delivered in accordance with the terms hereof, and shall, at the discretion of
the Depositary, either (i) issue and deliver to the person surrendering such
Receipt a new Receipt evidencing American Depositary Shares representing any
remaining fractional Share, or (ii) sell or cause to be sold the fractional
Shares represented by the Receipt so surrendered and remit the proceeds thereof
(net of (a) applicable fees and charges of, and expenses incurred by, the
Depositary and (b) taxes withheld) to the person surrendering the Receipt. 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
(to the extent permitted by law) any cash or other property (other than
securities) held in respect of, and any certificate or certificates and other
proper documents of or relating to title to, the Deposited Securities
represented by such Receipt to the Depositary for delivery at the Corporate
Trust Office of the Depositary, and for further delivery to such Holder. Such
direction shall be given by letter or, at the request, risk and expense of such
Holder, by cable, telex or facsimile transmission.

          (3) Transfers, Split-Ups and Combinations of Receipts. Subject to the
terms and conditions of the Deposit Agreement, the Registrar shall register
transfers of Receipts on its books, upon surrender at the Corporate Trust Office
of the Depositary of a Receipt by the Holder thereof in person or by duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer (including signature guarantees in accordance with standard industry
practice) and duly stamped as may be required by the laws of the State of New
York and of the United States of America, of Bermuda and of any other applicable
jurisdiction. Subject to the terms and conditions of the Deposit Agreement,
including payment of the applicable fees and expenses incurred by, and charges
of, the Depositary, the Depositary shall execute and deliver a new Receipt(s)
(and if necessary, cause the Registrar to countersign such Receipt(s)) and
deliver same to or upon the order of the person entitled to such Receipts
evidencing the same aggregate number of ADSs as those evidenced by the Receipts
surrendered. Upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts upon payment of
the applicable fees and charges of the Depositary, and subject to the terms and
conditions of the Deposit Agreement, the Depositary shall execute and deliver a
new Receipt or Receipts for any authorized number of ADSs requested, evidencing
the same aggregate number of ADSs as the Receipt or Receipts surrendered.

          (4) Pre-Conditions to Registration, Transfer, Etc. 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 or the Custodian may require (i) payment from the
depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse
it for any tax or other governmental charge 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 and charges of the Depositary as provided in the Deposit
Agreement and in this Receipt, (ii) the production of proof satisfactory to it
as to the identity and genuineness of any signature or any other matters and
(iii) compliance with (A) any laws or governmental regulations relating to the
execution and

                                      A-3
<PAGE>
delivery of Receipts and ADSs or to the withdrawal of Deposited Securities and
(B) such reasonable regulations of the Depositary or the Company consistent with
the Deposit Agreement and applicable law.

          The issuance of ADSs against deposits of Shares generally or against
deposits of particular Shares may be suspended, or the issuance of ADSs against
the deposit of particular Shares may be withheld, or the registration of
transfer of Receipts in particular instances may be refused, or the registration
of transfer of Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed or if any such action is deemed
necessary or advisable by the Depositary or the Company, in good faith, at any
time or from time to time because of any requirement of law, any government or
governmental body or commission or any securities exchange upon which the
Receipts or Share are listed, or under any provision of the Deposit Agreement or
provisions of, or governing, the Deposited Securities or any meeting of
shareholders of the Company or for any other reason, subject in all cases to
Article (22) hereof. Notwithstanding any provision of the Deposit Agreement or
this Receipt to the contrary, the Holders of Receipts are entitled to surrender
outstanding ADSs to withdraw the Deposited Securities at any time subject only
to (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, (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities, and (iv) other circumstances specifically contemplated by
Section I.A.(l) of the General Instructions to Form F-6 (as such General
Instructions may be amended from time to time). Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under the
Deposit Agreement any Shares or other Deposited Securities required to be
registered under the provisions of the Securities Act, unless a registration
statement is in effect as to such Shares.

          (5) Compliance With Information Requests. Notwithstanding any other
provision of the Deposit Agreement or this Receipt, each Holder and Beneficial
Owner of the ADSs represented hereby agrees to comply with requests from the
Company pursuant to the laws of Bermuda, the rules and requirements of National
Association of Securities Dealers and any other stock exchange on which the
Shares are, or will be registered, traded or listed, the Company's Bye-laws,
which are made to provide information as to the capacity in which such Holder or
Beneficial Owner owns ADSs and regarding the identity of any other person
interested in such ADSs and the nature of such interest and various other
matters whether or not they are Holders and/or Beneficial Owner at the time of
such request. The Depositary agrees to use reasonable efforts to forward any
such requests to the Holders and to forward to the Company any such responses to
such requests received by the Depositary.

          (6) Liability of Holder for Taxes, Duties and Other Charges. If any
tax or other governmental charge shall become payable by the Depositary or the
Custodian with respect to any Receipt or any Deposited Securities or ADSs, such
tax, or other governmental charge shall be payable by the Holders and Beneficial
Owners to the Depositary. The Company, the Custodian and/or the Depositary may
withhold or deduct from any distributions made in respect of Deposited
Securities and may sell for the account of the Holder and/or Beneficial Owner
any or all of the Deposited Securities and apply such distributions and sale
proceeds in payment of such taxes (including applicable interest and penalties)
or charges, with the Holder and the Beneficial Owner hereof remaining fully
liable for any deficiency. The Custodian may refuse the deposit of Shares, and
the Depositary may refuse to issue ADSs, to deliver Receipts, register the
transfer, split-up or combination of ADRs and (subject to Article (22) hereof)
the withdrawal of Deposited Securities, until payment in full of such tax,
charge, penalty or interest is received. Every Holder and Beneficial Owner
agrees to indemnify the Depositary, the Company, the Custodian and each of their
respective agents, directors, employees and Affiliates for, and hold each of

                                      A-4
<PAGE>
them harmless from, any claims with respect to taxes (including applicable
interest and penalties thereon) arising from any tax benefit obtained for such
Holder and/or Beneficial Owner.

          Holders understand that in converting Foreign Currency, amounts
received on conversion are calculated at a rate which may exceed the number of
decimal places used by the Depositary to report distribution rates (which in any
case will not be less than two decimal places). Any excess amount may be
retained by the Depositary as an additional cost of conversion, irrespective of
any other fees and expenses payable or owing hereunder and shall not be subject
to escheatment.

          (7) Representations and Warranties of Depositors. Each person
depositing Shares under the Deposit Agreement shall be deemed thereby to
represent and warrant that (i) such Shares (and the certificates therefor) are
duly authorized, validly issued, fully paid, non-assessable and were legally
obtained by such person, (ii) all preemptive (and similar) rights, if any, with
respect to such Shares, have been validly waived or exercised, (iii) the person
making such deposit is duly authorized so to do, (iv) the Shares presented for
deposit are free and clear of any lien, encumbrance, security interest, charge,
mortgage or adverse claim, and are not, and the American Depositary Shares
issuable upon such deposit will not be, Restricted Securities (except as
contemplated by Section 2.11) and (v) the Shares presented for deposit have not
been stripped of any rights or entitlements. Such representations and warranties
shall survive the deposit and withdrawal of Shares and the issuance,
cancellation and transfer of ADSs. If any such representations or warranties are
false in any way, the Company and Depositary shall be authorized, at the cost
and expense of the person depositing Shares, to take any and all actions
necessary to correct the consequences thereof.

          (8) Filing Proofs, Certificates and Other Information. Any person
presenting Shares for deposit, any Holder and any Beneficial Owner may be
required, and every Holder and Beneficial Owner agrees, from time to time to
provide to the Depositary such proof of citizenship or residence, taxpayer
status, payment of all applicable taxes or other governmental charges, exchange
control approval, legal or beneficial ownership of ADSs and Deposited
Securities, compliance with applicable laws and the terms of the Deposit
Agreement and the provisions of, or governing, the Deposited Securities or other
information as the Depositary deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with its
obligations under the Deposit Agreement. Subject to Article (22) hereof and the
terms of the Deposit Agreement, the Depositary and the Registrar, as applicable,
may withhold the delivery or registration of transfer of any Receipt or the
distribution or sale of any dividend or other 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 certifications are executed, or such
representations and warranties made, or such information and documentation are
provided.

          (9) Charges of Depositary. The Depositary shall charge to any person
surrendering ADSs for cancellation and withdrawal of Deposited Securities
including, inter alia, cash distributions made pursuant to a cancellation or
withdrawal, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
so surrendered; provided, however, that in connection with a termination of the
ADR facility the charge to holders of ADSs shall be no more than US $2.50 per
100 ADSs (or fraction thereof).

          In addition, any depositor depositing Shares for deposit and any
person surrendering ADSs for cancellation and withdrawal of Deposited Securities
will be required to pay the following charges:

                                      A-5
<PAGE>
               (i) taxes (including applicable interest and penalties) and other
     governmental charges;

               (ii) such registration fees as may from time to time be in effect
     for the registration of Shares or other Deposited Securities with the
     Foreign Registrar and applicable to transfers of Shares or other Deposited
     Securities to or from the name of the Custodian, the Depositary or any
     nominees upon the making of deposits and withdrawals, respectively;

               (iii) such cable, telex, facsimile and electronic transmission
     and delivery expenses as are expressly provided in the Deposit Agreement to
     be at the expense of the depositor depositing or person withdrawing Shares
     or Holders and Beneficial Owners of ADSs;

               (iv) the expenses and charges incurred by the Depositary in
     the conversion of Foreign Currency, if any; and

               (v) such fees and expenses as are incurred by the Depositary
     in connection with compliance with exchange control regulations and other
     regulatory requirements applicable to Shares, Deposited Securities, ADSs
     and ADRs.

          Any other fees and charges of, and expenses incurred by, the
Depositary shall be for the account of the Company unless otherwise agreed
between the Company and the Depositary in writing from time to time. All fees
and charges may, at any time and from time to time, be changed by agreement
between the Depositary and Company but, in the case of fees and charges payable
by Holders or Beneficial Owners, only in the manner contemplated by Article (20)
of this Receipt.

          (10) 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 to each ADS evidenced hereby) is
transferable by delivery of the Receipt, provided it has been properly endorsed
or accompanied by proper instruments of transfer, such Receipt being a
certificated security under the laws of the State of New York. Notwithstanding
any notice to the contrary, the Depositary may deem and treat the Holder of this
Receipt (that is, the person in whose name this Receipt is registered on the
books of the Depositary) as the absolute owner hereof for all purposes. The
Depositary shall have no obligation or be subject to any liability under the
Deposit Agreement or this Receipt to any holder of this Receipt or any
Beneficial Owner unless such holder is the Holder of this Receipt registered on
the books of the Depositary or, in the case of a Beneficial Owner, such
Beneficial Owner or the Beneficial Owner's representative is the Holder
registered on the books of the Depositary.

          (11) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or enforceable for any purpose,
unless this Receipt has been (i) dated, (ii) signed by the manual or facsimile
signature of a duly authorized signatory of the Depositary, (iii) if a Registrar
for the Receipts shall have been appointed, countersigned by the manual or
facsimile signature of a duly authorized signatory of the Registrar and (iv)
registered in the books maintained by the Depositary or the Registrar, as
applicable, for the issuance and transfer of Receipts. Receipts bearing the
facsimile signature of a duly-authorized signatory of the Depositary or the
Registrar, who at the time of signature was a duly-authorized signatory of the
Depositary or the Registrar, as the case may be, shall bind the Depositary,
notwithstanding the fact that such signatory has ceased to be so authorized
prior to the execution and delivery of such Receipt by the Depositary or did not
hold such office on the date of issuance of such Receipts.

          (12) Available Information; Reports; Inspection of Transfer Books. The
Company is subject to the periodic reporting requirements of the Exchange Act
and accordingly files certain

                                      A-6
<PAGE>
information with the Commission. These reports and documents can be inspected
and copied at the public reference facilities maintained by the Commission
located at 100 F Street, N.E., Washington D.C. 20549, U.S.A. The Depositary
shall make available during normal business hours on any Business Day for
inspection by Holders at its Corporate Trust Office any reports and
communications, including any proxy soliciting materials, received from the
Company which are both (a) received by the Depositary, the Custodian, or the
nominee of either of them as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the Company.

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


                                      A-7
<PAGE>
          The Depositary or the Registrar, as applicable, may close the transfer
books with respect to the Receipts, at any time or from time to time, when
deemed necessary or advisable by it in good faith in connection with the
performance of its duties hereunder, or at the reasonable written request of the
Company subject, in all cases, to Article (22) hereof.

Dated:                                    DEUTSCHE BANK TRUST
                                          COMPANY AMERICAS, as Depositary


                                          By:___________________________________


                                          By:___________________________________


          The address of the Corporate Trust Office of the Depositary is 60 Wall
Street, New York, New York 10005, U.S.A.

                                      A-8

<PAGE>
                          [FORM OF REVERSE OF RECEIPT]


                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

          (13) Dividends and Distributions in Cash, Shares, etc. Whenever the
Depositary receives confirmation from the Custodian of receipt of any cash
dividend or other cash distribution on any Deposited Securities, or receives
proceeds from the sale of any Shares, rights securities or other entitlements
under the Deposit Agreement, the Depositary will distribute promptly the amount
thus received (net of applicable fees and charges of, and expenses incurred by,
the Depositary and taxes withheld) to the Holders of record as of the ADS Record
Date in proportion to the number of ADS representing such Deposited Securities
held by such Holders respectively as of the ADS Record Date. 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. If at the time of receipt thereof any such amounts are
received in a Foreign Currency and can, in the judgment of the Depositary (upon
the terms of the Deposit Agreement), be converted on a practicable basis, into
Dollars transferable to the United States, the Depositary will promptly convert
or cause to be converted such dividend, distribution or proceeds into Dollars
and will distribute in accordance with the Deposit Agreement. If 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, duties or other governmental charges,
the amount distributed to Holders on the ADSs representing such Deposited
Securities shall be reduced accordingly. Such withheld amounts shall be
forwarded by the Company, the Custodian or the Depositary to the relevant
governmental authority. Any Foreign Currency received by the Depositary shall be
converted upon the terms and conditions set forth in the Deposit Agreement.

          If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Company shall or cause such
Shares to be deposited with the Custodian and registered, as the case may be, in
the name of the Depositary, the Custodian or their nominees. Upon receipt of
confirmation of such deposit, the Depositary shall, subject to and in accordance
with the Deposit Agreement, establish the ADS Record Date and either (i)
distribute to the Holders as of the ADS Record Date in proportion to the number
of ADSs held as of the ADS Record Date, additional ADSs, which represent in
aggregate the number of Shares received as such dividend, or free distribution,
subject to the terms of the Deposit Agreement (including, without limitation,
the applicable fees and charges of, and expenses incurred by, the Depositary,
and taxes), or (ii) if additional ADSs are not so distributed, each ADS issued
and outstanding after the ADS Record Date shall, to the extent permissible by
law, thenceforth also represent rights and interest in the additional Shares
distributed upon the Deposited Securities represented thereby (net of the
applicable fees and charges of, and the expenses incurred by, the Depositary,
and taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the
number of Shares represented by the aggregate of such fractions and distribute
the proceeds upon the terms set forth in the Deposit Agreement.

          In the event that (x) the Depositary determines that any distribution
in property (including Shares) is subject to any tax or other governmental
charges which the Depositary is obligated to withhold, or, (y) if the Company,
in the fulfillment of its obligations under the Deposit Agreement, has either
(a) furnished an opinion of U.S. counsel determining that Shares must be
registered under the Securities Act or other laws in order to be distributed to
Holders (and no such registration statement has been declared effective), or (b)
fails to timely deliver the documentation contemplated in the Deposit Agreement,
the Depositary may dispose of all or a portion of such property (including
Shares and rights to subscribe therefor) in such amounts and in such manner,
including by public or private sale, as the Depositary

                                      A-9
<PAGE>
deems necessary and practicable, and the Depositary shall distribute the net
proceeds of any such sale (after deduction of taxes and fees and charges of, and
expenses incurred by, the Depositary) to Holders entitled thereto upon the terms
of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold
balance of such property in accordance with the provisions of the Deposit
Agreement.

          Upon timely receipt of a notice indicating that the Company wishes an
elective distribution to be made available to Holders upon the terms described
in the Deposit Agreement, the Depositary shall, upon provision of all
documentation required under the Deposit Agreement, (including, without
limitation, any legal opinions of counsel the Depositary may request under the
Deposit Agreement) determine whether such distribution is lawful and reasonably
practicable. If so, the Depositary shall, subject to the terms and conditions of
the Deposit Agreement, establish an ADS Record Date according to Article (14)
hereof and establish procedures to enable the Holder hereof to elect to receive
the proposed distribution in cash or in additional ADSs. If a Holder elects to
receive the distribution in cash, the dividend shall be distributed as in the
case of a distribution in cash. If the Holder hereof elects to receive the
distribution in additional ADSs, the distribution shall be distributed as in the
case of a distribution in Shares upon the terms described in the Deposit
Agreement. If such elective distribution is not lawful or reasonably practicable
or if the Depositary did not receive satisfactory documentation set forth in the
Deposit Agreement, the Depositary shall, to the extent permitted by law,
distribute to Holders, on the basis of the same determination as is made in
Bermuda, in respect of the Shares for which no election is made, either (x) cash
or (y) additional ADSs representing such additional Shares, in each case, upon
the terms described in the Deposit Agreement. Nothing herein shall obligate the
Depositary to make available to the Holder hereof a method to receive the
elective distribution in Shares (rather than ADSs). There can be no assurance
that the Holder hereof will be given the opportunity to receive elective
distributions on the same terms and conditions as the holders of Shares.

          Upon receipt by the Depositary of a notice indicating that the Company
wishes rights to subscribe for additional Shares to be made available to Holders
of ADSs, the Company shall determine whether it is lawful and reasonably
practicable to make such rights available to the Holders. The Depositary shall
make such rights available to any Holders only if the Company shall have timely
requested that such rights be made available to Holders, the Depositary shall
have received the documentation required by the Deposit Agreement, and the
Depositary shall have determined that such distribution of rights is lawful and
reasonably practicable. If such conditions are not satisfied, the Depositary
shall sell the rights as described below. In the event all conditions set forth
above are satisfied, the Depositary shall establish an ADS Record Date and
establish procedures (x) to distribute such rights (by means of warrants or
otherwise) and (y) to enable the Holders to exercise the rights (upon payment of
the applicable fees and charges of, and expenses incurred by, the Depositary and
taxes). Nothing herein or in the Deposit Agreement shall obligate the Depositary
to make available to the Holders a method to exercise such rights to subscribe
for Shares (rather than ADSs). If (i) the Company does not timely request the
Depositary to make the rights available to Holders or if the Company requests
that the rights not be made available to Holders, (ii) the Depositary fails to
receive the documentation required by the Deposit Agreement or determines it is
not lawful or reasonably practicable to make the rights available to Holders, or
(iii) any rights made available are not exercised and appear to be about to
lapse, the Depositary shall determine whether it is lawful and reasonably
practicable to sell such rights, in a riskless principal capacity or otherwise,
at such place and upon such terms (including public and private sale) as it may
deem proper. The Depositary shall, upon such sale, convert (if applicable) and
distribute proceeds of such sale (net of applicable fees and charges of, and
expenses incurred by, the Depositary and taxes) upon the terms hereof and in the
Deposit Agreement. If the Depositary is unable to make any rights available to
Holders or to arrange for the sale of the rights upon the terms described above,
the Depositary shall allow such rights to lapse. The Depositary shall not be
responsible for (i) any failure to determine that it may be lawful or feasible
to make such rights available to Holders in general or any

                                      A-10
<PAGE>
Holders in particular, (ii) any foreign exchange exposure or loss incurred in
connection with such sale, or exercise, or (iii) the content of any materials
forwarded to the Holders on behalf of the Company in connection with the rights
distribution.

          Notwithstanding anything herein to the contrary, if registration
(under the Securities Act or any other applicable law) of the rights or the
securities to which any rights relate may be required in order for the Company
to offer such rights or such securities to Holders and to sell the securities
represented by such rights, the Depositary will not distribute such rights to
the Holders (i) unless and until a registration statement under the Securities
Act covering such offering is in effect or (ii) unless the Company furnishes to
the Depositary opinion(s) of counsel for the Company in the United States and
counsel to the Company in any other applicable country in which rights would be
distributed, in each case satisfactorily to the Depositary, to the effect that
the offering and sale of such securities to Holders and Beneficial Owners are
exempt from, or do not require registration under, the provisions of the
Securities Act or any other applicable laws. In the event that the Company, the
Depositary or the Custodian shall be required to withhold and does withhold from
any distribution of property (including rights) an amount on account of taxes or
other governmental charges, the amount distributed to the Holders shall be
reduced accordingly. 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 charges which the Depositary is
obligated to withhold, the Depositary may dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner, including by public or private sale, as the Depositary deems
necessary and practicable to pay any such taxes or charges.

          There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms
and conditions as the holders of Shares or to exercise such rights. Nothing
herein shall obligate the Company to file any registration statement in respect
of any rights or Shares or other securities to be acquired upon the exercise of
such rights.

          Upon receipt of a notice regarding property other than cash, Shares or
rights to purchase additional Shares, to be made to Holders of ADSs, the
Depositary shall determine, upon consultation with the Company, whether such
distribution to Holders is lawful and reasonably practicable. The Depositary
shall not make such distribution unless (i) the Company shall have timely
requested the Depositary to make such distribution to Holders, (ii) the
Depositary shall have received the documentation required by the Deposit
Agreement, and (iii) the Depositary shall have determined that such distribution
is lawful and reasonably practicable. Upon satisfaction of such conditions, the
Depositary shall distribute the property so received to the Holders of record as
of the ADS Record Date, in proportion to the number of ADSs held by such Holders
respectively and in such manner as the Depositary may deem practicable for
accomplishing such distribution (i) upon receipt of payment or net of the
applicable fees and charges of, and expenses incurred by, the Depositary, and
(ii) net of any taxes withheld. The Depositary may dispose of all or a portion
of the property so distributed and deposited, in such amounts and in such manner
(including public or private sale) as the Depositary may deem practicable or
necessary to satisfy any taxes (including applicable interest and penalties) or
other governmental charges applicable to the distribution.

          If the conditions above are not satisfied, the Depositary shall sell
or cause such property to be sold in a public or private sale, at such place or
places and upon such terms as it may deem proper and shall distribute the
proceeds of such sale received by the Depositary (net of (a) applicable fees and
charges of, and expenses incurred by, the Depositary and (b) taxes) to the
Holders upon the terms hereof and of the Deposit Agreement. If the Depositary is
unable to sell such property, the Depositary may dispose of such property in any
way it deems reasonably practicable under the circumstances.

                                      A-11
<PAGE>
          (14) Fixing of Record Date. Whenever necessary in connection with any
distribution (whether in cash, shares, rights or other distribution), or
whenever for any reason the Depositary causes a change in the number of Shares
that are represented by each ADS, or whenever the Depositary shall receive
notice of any meeting of or solicitation of holders of Shares or other Deposited
Securities, or whenever the Depositary shall find it necessary or convenient,
the Depositary shall fix a record date ("ADS Record Date"), as close as
practicable to the record date fixed by the Company with respect to the Shares,
for the determination of the Holders who shall be entitled to receive such
distribution, to give instructions for the exercise of voting rights at any such
meeting, or to give or withhold such consent, or to receive such notice or
solicitation or to otherwise take action, or to exercise the rights of Holders
with respect to such changed number of Shares represented by each ADS. Subject
to applicable law and the terms and conditions of this Receipt and the Deposit
Agreement, only the Holders of record at the close of business in New York on
such ADS Record Date shall be entitled to receive such distributions, to give
such voting instructions, to receive such notice or solicitation, or otherwise
take action.

          (15) Voting of Deposited Securities. As soon as practicable after
receipt of notice of any meeting at which the holders of Shares are entitled to
vote, or of solicitation of consents or proxies from holders of Shares or other
Deposited Securities, the Depositary shall fix the ADS Record Date in respect of
such meeting or solicitation of such consent or proxy. The Depositary shall, if
requested by the Company in writing in a timely manner (the Depositary having no
obligation to take any further action if the request shall not have been
received by the Depositary at least 30 days prior to the date of such vote or
meeting), at the Company's expense and provided no U.S. legal prohibitions
exist, mail by ordinary, regular mail delivery or by electronic transmission (if
agreed by the Company and the Depositary), unless otherwise agreed in writing by
the Company and the Depositary, to Holders as of the ADS Record Date: (a) such
information as is contained in such notice of meeting (or solicitation of
consent or proxy) received by the Depositary from the Company, (b) a statement
that the Holders of Receipts as of the ADS Record Date will be entitled, insofar
as practicable and permitted under applicable law, the terms of the Deposit
Agreement and of the Bye-Laws of the Company, to instruct the Depositary as to
the exercise of the voting rights (or right to consent to or to grant a proxy),
if any, pertaining to the amount of Shares or other Deposited Securities
represented by their respective ADSs, and (c) a statement as to the manner in
which such instructions may be given or may be deemed to have been given in
accordance with the second paragraph of this Article 15 if no validly-completed
instructions are received by the Depositary from a Holder of ADSs by the ADS
voting cut off date set by the Depositary for such purpose. Upon the written
request of a Holder as of such ADS Record Date, received on or before the ADS
voting cut off date established by the Depositary for such purpose, the
Depositary shall endeavor, insofar as practicable, to vote or cause to be voted
the amount of Shares or other Deposited Securities represented by the ADSs
evidenced by such Receipt(s) in accordance with the instructions set forth in
such request. Instructions in respect of any ADS shall be deemed to have been
received only if received in accordance with the terms of this Deposit
Agreement.

          To the extent no such instructions are received by the Depositary on
or before the ADS voting cut off date established by the Depositary for such
purpose from holders of a sufficient number of Shares so as to enable the
Company to meet its quorum requirements with respect to any such meeting of
shareholders, the Depositary shall, upon the written request of the Company and
at all times subject to applicable law, the terms of the Deposit Agreement, the
terms and conditions of the Deposited Securities and the Company's Bye-Laws,
deem such Holder to: (A) have instructed the Depositary to take such action as
is necessary to cause the number of underlying Shares for which no voting
instructions have been received from Holders of ADSs so as to meet applicable
quorum requirements of the Company (currently 25% of the Shares of the Company)
to be counted for the purposes of satisfying applicable quorum requirements; and
(B) have given a power of attorney to the Depositary or the Custodian, as its
nominee, to cause such equal number of Shares so counted under (A) above being
counted for the

                                      A-12
<PAGE>
purposes of establishing a quorum, with respect to any resolutions proposed by
the Board of Directors of the Company within the agenda set for such meeting, to
be voted at any such meeting in proportion to the voting instructions
duly-received by the Depositary from Holders of ADSs as of the ADS Record Date
by the ADS voting cut off date set by the Depositary for such purpose; provided,
however that, except to the extent the Company has provided the Depositary with
at least 30 days' written notice of any such meeting, the Shares shall not be so
counted and shall not be so voted (proportionately to the voting instructions
received by the Depositary from Holders of ADSs as of the ADS Record Date by the
ADS voting cut off date set by the Depositary for such purpose) with respect to
any matter as to which the Depositary informs the Company that the Depositary
reasonably believes that with respect to any such resolution: (i) substantial
opposition exists or (ii) it materially affects the rights of holders of Shares.
For the purposes of this Article 15 and Section 4.8 to the Deposit Agreement, by
way of example and not limitation, it is agreed that routine matters, such as
appointing auditors and directors (except where a competing director or slate of
directors is proposed), and resolutions to approve the public offering or
private placement of securities, would not materially affect the rights of
holders of Shares.

          For the avoidance of doubt, neither the Depositary nor the Custodian
shall, under any circumstances, exercise any discretion as to voting, vote any
number of Shares other than an integral number thereof, or vote Shares in a
manner that would be inconsistent with any applicable law and the Company's
Bye-Laws. In the event that the Depositary, or the Custodian as its nominee,
shall be deemed to have been given a power of attorney to vote the Deposited
Shares in accordance with this Article 15 and Section 4.8 of the Deposit
Agreement, the Depositary and the Custodian shall not be liable to the Company
or any Holder or any other person in respect of, or be deemed responsible for,
any acts or omissions of (or on behalf of) the Depositary, the Custodian or any
of its respective directors, officers or employees.

          There can be no assurance that Holders generally or any Holder in
particular will receive the notice described above with sufficient time to
enable such Holder to return voting instructions to the Depositary by the ADS
voting cut off date set by the Depositary for such purpose. The Company agrees
that it will endeavor to provide at least 30 days' prior written notice to the
Depositary which will enable the timely notification of Holders as to
limitations on the ability of the Depositary to vote a particular ADS according
to the voting instructions received in regard to such ADS.

          Shares which have been withdrawn from the depositary facility and
transferred on the Company's register of members to a person other than the
Depositary or its nominee may be voted by the holders thereof in accordance with
applicable law and the Company's Bye-Laws. However, Holders or Beneficial Owners
of ADSs may not receive sufficient advance notice of shareholder meetings to
enable them to withdraw the Shares and vote at such meetings.

          (16) Changes Affecting Deposited Securities. Upon any change in par
value, split-up, subdivision, cancellation, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger , amalgamation or consolidation or sale of assets
affecting the Company or to which it otherwise is a party, any securities which
shall be received by the Depositary or a Custodian in exchange for, or in
conversion of or replacement or otherwise in respect of, such Deposited
Securities shall, to the extent permitted by law, be treated as new Deposited
Securities under the Deposit Agreement, and the Receipts shall, subject to the
provisions of the Deposit Agreement and applicable law, evidence ADSs
representing the right to receive such additional securities. Alternatively, the
Depositary may, with the Company's approval, and shall, if the Company shall so
request, subject to the terms of the Deposit Agreement and receipt of
satisfactory documentation contemplated by the Deposit Agreement, execute and
deliver additional Receipts as in the case of a stock dividend on the Shares, or
call for the surrender of outstanding Receipts to be exchanged for new Receipts,
in either case, as well as in the event

                                      A-13
<PAGE>
of newly deposited Shares, with necessary modifications to this form of Receipt
specifically describing such new Deposited Securities and/or corporate change.
Notwithstanding the foregoing, in the event that any security so received may
not be lawfully distributed to some or all Holders, the Depositary may, with the
Company's approval, and shall if the Company requests, subject to receipt of
satisfactory legal documentation contemplated in the Deposit Agreement, sell
such securities at public or private sale, at such place or places and upon such
terms as it may deem proper and may allocate the net proceeds of such sales (net
of fees and charges of, and expenses incurred by, the Depositary and taxes) for
the account of the Holders otherwise entitled to such securities and distribute
the net proceeds so allocated to the extent practicable as in the case of a
distribution received in cash pursuant to the Deposit Agreement. The Depositary
shall not be responsible for (i) any failure to determine that it may be lawful
or feasible to make such securities available to Holders in general or any
Holder in particular, (ii) any foreign exchange exposure or loss incurred in
connection with such sale, or (iii) any liability to the purchaser of such
securities.

          (17) Exoneration. Neither the Depositary, the Custodian or the Company
shall be obligated to do or perform any act which is inconsistent with the
provisions of the Deposit Agreement or shall incur any liability (i) if the
Depositary, the Custodian or the Company or their respective controlling persons
or agents shall be prevented or forbidden from, or subjected to any civil or
criminal penalty or restraint on account of, or delayed in, doing or performing
any act or thing required by the terms of the Deposit Agreement and this
Receipt, by reason of any provision of any present or future law or regulation
of the United States, Bermuda or any other country, or of any other governmental
authority or regulatory authority or stock exchange, or by reason of any
provision, present or future of the Company's Bye-laws or any provision of or
governing any Deposited Securities, or by reason of any act of God or war or
other circumstances beyond its control, (including, without limitation,
nationalization, expropriation, currency restrictions, work stoppage, strikes,
civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for
in the Deposit Agreement or in the Company's Bye-laws or provisions of or
governing Deposited Securities, (iii) for any action or inaction of the
Depositary, the Custodian or the Company or their respective controlling persons
or agents in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, any
Beneficial Owner or authorized representative thereof, or any other person
believed by it in good faith to be competent to give such advice or information,
(iv) for any inability by a Holder or Beneficial Owner to benefit from any
distribution, offering, right or other benefit which is made available to
holders of Deposited Securities but is not, under the terms of the Deposit
Agreement, made available to Holders of ADS or (v) for any consequential or
punitive damages for any breach of the terms of the Deposit Agreement. The
Depositary, its controlling persons, its agents, any Custodian and the Company,
its controlling persons and its agents may rely and shall be protected in acting
upon any written notice, request, opinion or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties. No
disclaimer of liability under the Securities Act is intended by any provision of
the Deposit Agreement.

          (18) Standard of Care. The Company and the Depositary and their
respective agents assume no obligation and shall not be subject to any liability
under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or
other persons, except in accordance with Section 5.8 of the Deposit Agreement,
provided, that the Company and the Depositary and their respective agents agree
to perform their respective obligations specifically set forth in the Deposit
Agreement without gross negligence or bad faith. The Depositary and its agents
shall not be liable for any failure to carry out any instructions to vote any of
the Deposited Securities, or for the manner in which any vote is cast or the
effect of any vote, provided that any such action or omission is in good faith
and in accordance with the terms of the Deposit Agreement. The Depositary shall
not incur any liability for any failure to determine that any distribution or
action may be lawful or reasonably practicable, for the content of any
information submitted to it by

                                      A-14
<PAGE>
the Company for distribution to the Holders or for any inaccuracy of any
translation thereof, for any investment risk associated with acquiring an
interest in the Deposited Securities, for the validity or worth of the Deposited
Securities or for any tax consequences that may result from the ownership of
ADSs, Shares or Deposited Securities, for the credit-worthiness of any third
party, for allowing any rights to lapse upon the terms of the Deposit Agreement
or for the failure or timeliness of any notice from the Company. In no event
shall the Depositary or any of its Agents be liable for any indirect, special,
punitive or consequential damage.

          (19) Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary under
the Deposit Agreement by written notice of resignation delivered to the Company,
such resignation to be effective on the earlier of (i) the 90th day after
delivery thereof to the Company, or (ii) upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement, save that, any amounts, fees, costs or expenses owed to the
Depositary under the Deposit Agreement or in accordance with any other
agreements otherwise agreed in writing between the Company and the Depositary
from time to time shall be paid to the Depositary prior to such resignation. The
Company shall use reasonable efforts to appoint such successor depositary, and
give notice to the Depositary of such appointment, not more than 90 days after
delivery by the Depositary of written notice of resignation as provided in the
Deposit Agreement. The Depositary may at any time be removed by the Company by
written notice of such removal which notice shall be effective on the later of
(i) the 90th day after delivery thereof to the Depositary, or (ii) upon the
appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement save that, any amounts, fees, costs or
expenses owed to the Depositary under the Deposit Agreement or in accordance
with any other agreements otherwise agreed in writing between the Company and
the Depositary from time to time shall be paid to the Depositary prior to such
removal. 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. The predecessor
depositary, upon payment of all sums due it and on the written request of the
Company, shall (i) execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor hereunder (other than as
contemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver
all right, title and interest to the Deposited Securities to such successor, and
(iii) deliver to such successor a list of the Holders of all outstanding
Receipts and such other information relating to Receipts and Holders thereof as
the successor may reasonably request. Any such successor depositary shall
promptly mail notice of its appointment to such 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.

          (20) Amendment/Supplement. Subject to the terms and conditions of this
Article (20), and applicable law, this Receipt and any provisions of the Deposit
Agreement may at any time and from time to time be amended or supplemented by
written agreement between the Company and the Depositary in any respect which
they may deem necessary or desirable without the consent of the Holders or
Beneficial Owners. Any amendment or supplement which shall impose or increase
any fees or charges (other than the charges of the Depositary in connection with
foreign exchange control regulations, and taxes and other governmental charges,
delivery and other such expenses), or which shall otherwise materially prejudice
any substantial existing right of Holders or Beneficial Owners, shall not,
however, become effective as to outstanding Receipts until 30 days after notice
of such amendment or supplement shall have been given to the Holders of
outstanding Receipts. The parties hereto agree that any

                                      A-15
<PAGE>
amendments or supplements which (i) are reasonably necessary (as agreed by the
Company and the Depositary) in order for (a) the ADSs to be registered on Form
F-6 under the Securities Act or (b) the ADSs or Shares to be traded solely in
electronic book-entry form and (ii) do not in either such case impose or
increase any fees or charges to be borne by Holders, shall be deemed not to
prejudice any substantial rights of Holders or Beneficial Owners. Every Holder
and Beneficial Owner at the time any amendment or supplement so becomes
effective shall be deemed, by continuing to hold such ADS, to consent and agree
to such amendment or supplement and to be bound by the Deposit Agreement as
amended or supplemented thereby. In no event shall any amendment or supplement
impair the right of the Holder to surrender such Receipt and receive therefor
the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law. Notwithstanding the foregoing, if any
governmental body should adopt new laws, rules or regulations which would
require amendment or supplement of the Deposit Agreement to ensure compliance
therewith, the Company and the Depositary may amend or supplement the Deposit
Agreement and the Receipt at any time in accordance with such changed laws,
rules or regulations. Such amendment or supplement to the Deposit Agreement in
such circumstances may become effective before a notice of such amendment or
supplement is given to Holders or within any other period of time as required
for compliance with such laws, or rules or regulations.

          (21) Termination. The Depositary shall, at any time at the written
direction of the Company, terminate the Deposit Agreement by mailing notice of
such termination to the Holders of all Receipts then outstanding at least 90
days prior to the date fixed in such notice for such termination provided that,
the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed
to it in accordance with the terms of the Deposit Agreement and in accordance
with any other agreements as otherwise agreed in writing between the Company and
the Depositary from time to time, prior to such termination shall take effect.
If 90 days shall have expired after (i) the Depositary shall have delivered to
the Company a written notice of its election to resign, or (ii) the Company
shall have delivered to the Depositary a written notice of the removal of the
Depositary, and in either case a successor depositary shall not have been
appointed and accepted its appointment as provided herein and in the Deposit
Agreement, the Depositary may terminate the Deposit Agreement by mailing notice
of such termination to the Holders of all Receipts then outstanding at least 30
days prior to the date fixed for such termination. On and after the date of
termination of the Deposit Agreement, the Holder will, upon surrender of such
Holder's Receipt at the Corporate Trust Office of the Depositary, upon the
payment of the charges of the Depositary for the surrender of Receipts referred
to in Article (2) hereof and in the Deposit Agreement and subject to the
conditions and restrictions therein set forth, and upon 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 such
Receipt. If any Receipts shall remain outstanding after the date of termination
of the Deposit Agreement, the Registrar thereafter shall discontinue the
registration of transfers of Receipts, and the Depositary 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, subject to the
conditions and restrictions set forth in the Deposit Agreement, 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, or charging, as the case may be,
in each case the charges of the Depositary for the surrender of a Receipt, any
expenses for the account of the Holder in accordance with the terms and
conditions of the Deposit Agreement and any applicable taxes or governmental
charges or assessments). At any time after the expiration of six months from the
date of termination of the Deposit Agreement, 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, in an unsegregated account, without

                                      A-16
<PAGE>
liability for interest for the pro rata benefit of the Holders of Receipts whose
Receipts have not theretofore been surrendered. After making such sale, the
Depositary shall be discharged from all obligations under the Deposit Agreement
with respect to the Receipts and the Shares, Deposited Securities and ADSs,
except to account for such net proceeds and other cash (after deducting, or
charging, as the case may be, in each case the charges of the Depositary for the
surrender of a Receipt, any expenses for the account of the Holder in accordance
with the terms and conditions of the Deposit Agreement and any applicable taxes
or governmental charges or assessments). Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under the
Deposit Agreement except as set forth in the Deposit Agreement.

          (22) Compliance with U.S. Securities Laws; Regulatory Compliance.
Notwithstanding any provisions in this Receipt or the Deposit Agreement to the
contrary, the withdrawal or delivery of Deposited Securities will not be
suspended by the Company or the Depositary except as would be permitted by
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.

          (23) Certain Rights of the Depositary; Limitations. Subject to the
further terms and provisions of this Article (23), the Depositary, its
Affiliates and their agents, on their own behalf, may own and deal in any class
of securities of the Company and its affiliates and in ADSs. In its capacity as
Depositary, the Depositary may (i) issue ADSs prior to the receipt of Shares
(each such transaction a "Pre-Release Transaction") as provided below and (ii)
deliver Shares upon the receipt and cancellation of ADSs that were issued in a
Pre-Release Transaction, but for which Shares may not yet have been received.
The Depositary may receive ADSs in lieu of Shares under (i) above and receive
shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will
be (a) subject to a written agreement whereby the person or entity (the
"Applicant") to whom ADSs or Shares are to be delivered (1) represents that at
the time of the Pre-Release Transaction the Applicant or its customer owns the
Shares or ADSs that are to be delivered by the Applicant under such Pre-Release
Transaction, (2) agrees to indicate the Depositary as owner of such Shares or
ADSs in its records and to hold such Shares or ADSs in trust for the Depositary
until such Shares or ADSs are delivered to the Depositary or the Custodian, (3)
unconditionally guarantees to deliver to the Depositary or the Custodian, as
applicable, such Shares or ADSs, and (4) agrees to any additional restrictions
or requirements that the Depositary deems appropriate, (b) at all times fully
collateralized with cash, United States government securities or such other
collateral as the Depositary deems appropriate, (c) terminable by the Depositary
on not more than five (5) business days' notice (save for a prescribed
termination event in which case any such Pre-Release Transaction may be
immediately terminable by the Depositary) and (d) subject to such further
indemnities and credit regulations as the Depositary deems appropriate. The
Depositary will normally limit the number of ADSs involved in such Pre-Release
Transactions at any one time to thirty percent (30%) of the ADSs outstanding
(without giving effect to ADSs outstanding pursuant to any Pre-Release
Transaction), provided, however, that the Depositary reserves the right to
disregard such limit from time to time as it deems appropriate. The Depositary
may also set limits with respect to the number of ADSs involved in Pre-Release
Transactions with any one person on a case by case basis as it deems
appropriate.

          The Depositary may retain for its own account any compensation
received by it in conjunction with the foregoing. Collateral provided pursuant
to (b) above, but not the earnings thereon, shall be held for the benefit of the
Holders (other than the Applicant).

          (24) Ownership Restrictions. Owners and Beneficial Owners shall comply
with any limitations on ownership of Shares under the Bye-laws of the Company or
applicable Bermuda law as if they held the number of Shares their American
Depositary Shares represent. The Company shall inform the Owners, Beneficial
Owners and the Depositary of any such ownership restrictions in place from time

                                      A-17
<PAGE>
to time. The Company may restrict transfers of the Shares where such transfer
might result in ownership of Shares exceeding the limits applicable to the
Shares under applicable law or the Company's Memorandum of Association or
Bye-laws. The Company may, in its sole discretion, but subject to applicable
law, instruct the Depositary to take action with respect to the ownership
interest of any Holder or Beneficial Owner pursuant to the Company's Bye-laws,
including but not limited to, the removal or limitation of voting rights or the
mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the
Shares represented by the ADRs held by such Holder or Beneficial Owner in excess
of such limitations, if and to the extent such disposition is permitted by
applicable law and the Company's Memorandum of Association and Bye-laws;
provided that any such measures are practicable and can be undertaken without
undue burden or expense. The Depositary shall have no liability for any actions
taken in accordance with such instructions.

                                      A-18

<PAGE>
                  (ASSIGNMENT AND TRANSFER SIGNATURE LINES)

          FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto ______________________________ whose taxpayer
identification number is _______________________ and whose address including
postal zip code is ____________________________, the within Receipt and all
rights thereunder, hereby irrevocably constituting and appointing
________________________ attorney-in-fact to transfer said Receipt on the books
of the Depositary with full power of substitution in the premises.

Dated:                                  Name:________________________________
                                             By:
                                             Title:

                                        NOTICE: The signature of the Holder to
                                        this assignment must correspond with the
                                        name as written upon the face of the
                                        within instrument in every particular,
                                        without alteration or enlargement or any
                                        change whatsoever.

                                        If the endorsement be executed by an
                                        attorney, executor, administrator,
                                        trustee or guardian, the person
                                        executing the endorsement must give
                                        his/her full title in such capacity and
                                        proper evidence of authority to act in
                                        such capacity, if not on file with the
                                        Depositary, must be forwarded with this
                                        Receipt.

SIGNATURE GUARANTEED

____________________
                                      A-19

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I. DEFINITIONS.........................................................1

    SECTION 1.1    "Affiliate".................................................1
    SECTION 1.2    "Agent".....................................................1
    SECTION 1.3    "American Depositary Share(s)" and "ADS(s)".................2
    SECTION 1.4    "Article" shall refer to an article of the form of
                   Receipt set out at Exhibit A hereto.........................2
    SECTION 1.5    "ADS Record Date"...........................................2
    SECTION 1.6    "Beneficial Owner"..........................................2
    SECTION 1.7    "Business Day"..............................................2
    SECTION 1.8    "Commission"................................................2
    SECTION 1.9    "Company"...................................................2
    SECTION 1.10   "Corporate Trust Office"....................................2
    SECTION 1.11   "Custodian".................................................2
    SECTION 1.12   "Deliver" and "Delivery"....................................2
    SECTION 1.13   "Deposit Agreement".........................................3
    SECTION 1.14   "Depositary"................................................3
    SECTION 1.15   "Deposited Securities"......................................3
    SECTION 1.16   "Dollars" and "$"...........................................3
    SECTION 1.17   "DRS/Profile"...............................................3
    SECTION 1.18   "DTC".......................................................3
    SECTION 1.19   "Exchange Act"..............................................3
    SECTION 1.20   "Foreign Currency"..........................................3
    SECTION 1.21   "Foreign Registrar".........................................3
    SECTION 1.22   "Holder"....................................................3
    SECTION 1.23   "Indemnified Person" and "Indemnifying Person"..............3
    SECTION 1.24   "Pre-Release Transaction"...................................3
    SECTION 1.25   "Receipt(s)"; "American Depositary Receipt(s)"; and
                   "ADR(s)"....................................................3
    SECTION 1.26   "Registrar".................................................4
    SECTION 1.27   "Restricted ADRs"; "Restricted ADSs"; and "Restricted
                   Shares".................4
    SECTION 1.28   "Restricted Securities".....................................4
    SECTION 1.29   "Securities Act"............................................4
    SECTION 1.30   "Shares"....................................................4
    SECTION 1.31   "United States" or "U.S."...................................4

ARTICLE II. APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES;
            EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.........4

    SECTION 2.1    Appointment of Depositary...................................4
    SECTION 2.2    Form and Transferability of Receipts........................5

                                      (i)
<PAGE>

                                                                            Page

    SECTION 2.3    Deposits....................................................6
    SECTION 2.4    Execution and Delivery of Receipts..........................7
    SECTION 2.5    Transfer of Receipts; Combination and Split-up of
                   Receipts....................................................7
    SECTION 2.6    Surrender of Receipts and Withdrawal of Deposited
                   Securities..................................................8
    SECTION 2.7    Limitations on Execution and Delivery, Transfer, etc.
                   of Receipts; Suspension of Delivery, Transfer, etc..........9
    SECTION 2.8    Lost Receipts, etc.........................................10
    SECTION 2.9    Cancellation and Destruction of Surrendered Receipts;
                   Maintenance of Records.....................................10
    SECTION 2.10   Pre-Release................................................10
    SECTION 2.11   Restricted ADSs............................................11

ARTICLE III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF
             RECEIPTS.........................................................12

    SECTION 3.1    Proofs, Certificates and Other Information.................12
    SECTION 3.2    Liability for Taxes and Other Charges......................12
    SECTION 3.3    Representations and Warranties on Deposit of Shares........13
    SECTION 3.4    Compliance with Information Requests.......................13

ARTICLE IV. THE DEPOSITED SECURITIES..........................................14

    SECTION 4.1    Cash Distributions.........................................14
    SECTION 4.2    Distribution in Shares.....................................14
    SECTION 4.3    Elective Distributions in Cash or Shares...................15
    SECTION 4.4    Distribution of Rights to Purchase Shares..................15
    SECTION 4.5    Distributions Other Than Cash, Shares or Rights to
                   Purchase Shares............................................17
    SECTION 4.6    Conversion of Foreign Currency.............................17
    SECTION 4.7    Fixing of Record Date......................................18
    SECTION 4.8    Voting of Deposited Securities.............................18
    SECTION 4.9    Changes Affecting Deposited Securities.....................20
    SECTION 4.10   Available Information......................................20
    SECTION 4.11   Reports....................................................21
    SECTION 4.12   List of Holders............................................21
    SECTION 4.13   Taxation; Withholding......................................21

ARTICLE V. THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY......................22

    SECTION 5.1    Maintenance of Office and Transfer Books by the Registrar..22
    SECTION 5.2    Exoneration................................................23
    SECTION 5.3    Standard of Care...........................................23

                                      (ii)
<PAGE>
                                                                            Page

    SECTION 5.4    Resignation and Removal of the Depositary; Appointment of
                   Successor Depositary.......................................24
    SECTION 5.5    The Custodian..............................................25
    SECTION 5.6    Notices and Reports........................................25
    SECTION 5.7    Issuance of Additional Shares, ADSs etc....................26
    SECTION 5.8    Indemnification............................................27
    SECTION 5.9    Fees and Charges of Depositary.............................28
    SECTION 5.10   Restricted Securities Owners/Ownership Restrictions........29

ARTICLE VI. AMENDMENT AND TERMINATION.........................................29

    SECTION 6.1    Amendment/Supplement.......................................30
    SECTION 6.2    Termination................................................30

ARTICLE VII. MISCELLANEOUS....................................................31

    SECTION 7.1    Counterparts...............................................31
    SECTION 7.2    No Third-Party Beneficiaries...............................31
    SECTION 7.3    Severability...............................................31
    SECTION 7.4    Holders and Beneficial Owners as Parties; Binding Effect...32
    SECTION 7.5    Notices....................................................32
    SECTION 7.6    Governing Law and Jurisdiction.............................32
    SECTION 7.7    Assignment.................................................33
    SECTION 7.8    Agents.....................................................33
    SECTION 7.9    Exclusivity................................................34
    SECTION 7.10   Compliance with U.S. Securities Laws.......................34
    SECTION 7.11   Titles.....................................................34


EXHIBIT A  Form of Face of Receipt...........................................A-1

                                     (iii)