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                                                                    EXHIBIT 2(a)


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                              NEW NATIONAL GRID PLC

                     (TO BE RENAMED NATIONAL GRID GROUP PLC)



                                       AND



                             NATIONAL GRID GROUP PLC

                 (TO BE RENAMED NATIONAL GRID HOLDINGS ONE PLC)



                                       AND



                              THE BANK OF NEW YORK

                                  AS DEPOSITARY



                                       AND



          OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS



                     AMENDED AND RESTATED DEPOSIT AGREEMENT

                            DATED AS JANUARY 31, 2002



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                     AMENDED AND RESTATED DEPOSIT AGREEMENT

         AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of January 31, 2002,
among NATIONAL GRID GROUP PLC, a public limited company incorporated under the
laws of England and Wales, with company number 2367004, to be renamed National
Grid Holdings One plc ("National Grid", herein called the Issuer until the
Effective Time), NEW NATIONAL GRID PLC, a public limited company incorporated
under the laws of England and Wales, with company number 4031152, to be renamed
National Grid Group plc, (herein called the Issuer after the Effective Time),
THE BANK OF NEW YORK, a New York banking corporation (herein called the
Depositary), and all Owners and Beneficial Owners from time to time of American
Depositary Receipts issued hereunder.

                              W I T N E S S E T H :

         WHEREAS, National Grid and The Bank of New York are parties to a
deposit agreement dated as of November 21, 1995, as amended and restated as of
October 6, 1999 (the "Original Deposit Agreement"), among National Grid, The
Bank of New York, as Depositary, and Owners and Beneficial Owners from time to
time of American depositary receipts issued thereunder;

         WHEREAS, in connection with the acquisition of National Grid by the
Issuer by means of a Scheme of Arrangement under Section 425 of the Companies
Act of 1985 (the "Scheme of Arrangement") pursuant to which each ordinary share
of National Grid will be cancelled, and each former shareholder of National Grid
is entitled to receive one ordinary share of the Issuer for each ordinary share
of National Grid previously owned, and each former American depositary receipt
holder of National Grid is entitled to receive one American Depositary Share of
the Issuer for each one American Depositary Share of National Grid previously
owned, National Grid and the Issuer now desire to amend and restate the Original
Deposit Agreement to provide, as hereinafter set forth in this amended and
restated Deposit Agreement (the "Deposit Agreement"), for the deposit of Shares
(as hereinafter defined) of the Issuer, from time to time with the Depositary or
the


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Custodian, for the creation of American Depositary Shares representing the
Shares (as hereinafter defined) so deposited (subject to the terms and
conditions of this Deposit Agreement) and for the execution and delivery of
American Depositary Receipts evidencing the American Depositary Shares;

         WHEREAS, the American Depositary Receipts are to be substantially in
the form of Exhibit A annexed hereto, and after the Effective Time,
substantially in the form of Exhibit B annexed hereto, with appropriate
insertions, modifications and omissions, as hereinafter provided in this Deposit
Agreement;

         WHEREAS, National Grid wishes no longer to remain a party to this
Deposit Agreement;

         NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties hereto that, pursuant to Section 6.1 of the Original Deposit
Agreement, the Original Deposit Agreement shall be amended and restated in its
entirety as follows:

ARTICLE 1. DEFINITIONS.

         The following definitions shall for all purposes, unless otherwise
clearly indicated, apply to the respective terms used in this Deposit Agreement:

         SECTION 1.1. American Depositary Shares.

         The term "American Depositary Shares" shall mean the securities
representing the interests in the Deposited Securities and evidenced by the
Receipts issued hereunder. Each American Depositary Share shall represent the
number of Shares specified in the form of Receipt annexed hereto, until there
shall occur a distribution upon Deposited Securities covered by Section 4.3 or a
change in Deposited Securities covered by Section 4.8 with respect to which
additional Receipts are not executed and delivered,




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and thereafter American Depositary Shares shall evidence the amount of Shares or
Deposited Securities specified in such Sections.

         SECTION 1.2. Article; Section.

         Wherever references are made in this Deposit Agreement to an "Article"
or "Articles" or to a "Section" or "Sections", such references shall mean an
article or articles or a section or sections of this Deposit Agreement, unless
otherwise required by the context.

         SECTION 1.3. Beneficial Owner.

         The term "Beneficial Owner" shall mean each person owning from time to
time any beneficial interest in the American Depositary Shares evidenced by any
Receipt.

         SECTION 1.4. Commission.

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

         SECTION 1.5. Consultation.

         The term "consultation" shall include within its meaning the good faith
attempt by the Depositary to discuss, if practicable, the relevant issue in a
timely manner with a person employed by the Issuer reasonably believed by the
Depositary to be empowered by the Issuer to engage in such discussion on behalf
of the Issuer.

         SECTION 1.6. Custodian.

         The term "Custodian" shall mean the London, England office of The Bank
of New York, as agent of the Depositary for the purposes of this Deposit
Agreement, and any other firm or corporation which may hereafter be appointed by
the Depositary pursuant to the terms of Section 5.5, as substitute or additional
custodian or custodians hereunder, as the context shall require and shall also
mean all of them collectively.

         SECTION 1.7. Deposit Agreement.

         The term "Deposit Agreement" shall mean this amended and restated
Deposit Agreement, as the same may be amended from time to time in accordance
with the provisions hereof and all instruments supplemental thereto.




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         SECTION 1.8. Depositary; Corporate Trust Office.

         The term "Depositary" shall mean The Bank of New York, a New York
banking corporation and any successor as depositary hereunder. The term
"Corporate Trust Office", when used with respect to the Depositary, shall mean
the office of the Depositary which at the date of this Agreement is 101 Barclay
Street, New York, New York, 10286.

         SECTION 1.9. Deposited Securities.

         The term "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 by the Depositary or
the Custodian in respect thereof and at such time held hereunder, subject as to
cash to the provisions of Section 4.5.

         SECTION 1.10. Dollars; Pounds; Pence.

         The term "Dollars" or the symbol "$" shall mean United States dollars.
The term "Pounds" or the symbol "(pound)" shall mean British pounds sterling and
the term "pence" or "p" shall mean British pence.

         SECTION 1.11. Effective Time.

         The term "Effective Time" shall mean the time when an office copy of
the order of the High Court of Justice in London, England sanctioning the Scheme
of Arrangement ("Scheme") has been duly delivered to the Registrar of Companies
for registration and the order and relative minutes have been registered by him.

         SECTION 1.12. Foreign Registrar.

         The term "Foreign Registrar" shall mean the entity that presently
carries out the duties of registrar for the Shares or any successor as registrar
for the Shares and any other appointed agent of the Issuer for the transfer and
registration of Shares.

         SECTION 1.13. Issuer.

         The term "Issuer" shall mean National Grid Group plc, a public limited
company incorporated under the laws of England and Wales, with company number




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2367004, and its successors, until the Effective Time, after which time, the
term "Issuer" shall thereafter mean New National Grid plc, incorporated under
the laws of England and Wales, with company number 4031152, to be renamed
National Grid Group plc, and its successors.

         SECTION 1.14. Owner.

         The term "Owner" shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.

         SECTION 1.15. Receipts.

         The term "Receipts" shall mean the American Depositary Receipts issued
hereunder evidencing American Depositary Shares.

         SECTION 1.16. Registrar.

         The term "Registrar" shall mean any bank or trust company having an
office in the Borough of Manhattan, The City of New York, which shall be
appointed to register Receipts and transfers of Receipts as herein provided.

         SECTION 1.17. Restricted Securities.

         The term "Restricted Securities" shall mean Shares, or Receipts
representing such Shares, which are acquired directly or indirectly from the
Issuer or its affiliates (as defined in Rule 144 under the Securities Act of
1933) in a transaction or chain of transactions not involving any public
offering or which are subject to resale limitations under Regulation D under
that Act or both, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Issuer, or which are
subject to other restrictions on sale or deposit under the laws of the United
States or of England and Wales, or under a shareholder agreement or the
Memorandum and Articles of Association of the Issuer.

         SECTION 1.18. Securities Act of 1933.

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




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         SECTION 1.19. Shares.

         The term "Shares" shall mean ordinary shares in registered form of the
Issuer, heretofore validly issued and outstanding and fully paid, nonassessable
or hereafter validly issued and outstanding and fully paid and nonassessable or
interim certificates representing such Shares.

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

         SECTION 2.1. Form and Transferability of Receipts.

         Definitive Receipts shall be substantially in the form set forth in
Exhibit A, and after the Effective Time substantially in the form set forth in
Exhibit B, annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose, unless such Receipt shall have been executed by the Depositary
by the manual or facsimile signature of a duly authorized signatory of the
Depositary and, if a Registrar for the Receipts shall have been appointed,
countersigned by the manual or facsimile signature of a duly authorized officer
of the Registrar. The Depositary shall maintain books on which each Receipt so
executed and delivered as hereinafter provided and the transfer of each such
Receipt shall be registered. Receipts bearing the manual or facsimile signature
of a duly authorized signatory of the Depositary who was at any time a proper
signatory of the Depositary shall bind the Depositary, notwithstanding that such
signatory has ceased to hold such 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.

         The Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or modifications not inconsistent with the
provisions of this Deposit Agreement as may be required by the Depositary or
required to comply with any applicable law or regulations thereunder or with the
rules and regulations of any securities exchange upon which American Depositary
Shares may be listed or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular
Receipts are subject by reason of the date of issuance of the underlying
Deposited Securities or otherwise.




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         Title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed or accompanied by proper instruments of
transfer, shall be transferable in accordance with the terms of this Deposit
Agreement 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 Owner
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 Issuer shall have any obligation or be subject to any
liability under this Deposit Agreement to any Beneficial Owner of a Receipt
unless such Beneficial Owner is the Owner thereof.

         SECTION 2.2. Deposit of Shares.

         Subject to the terms and conditions of this Deposit Agreement, Shares
or evidence of the right to receive Shares may be deposited by delivery thereof
to any Custodian hereunder, accompanied by any appropriate instrument or
instruments of transfer, or endorsement, in form satisfactory to the Custodian,
together with all such certifications as may be required by the Depositary or
the Custodian in accordance with the provisions of this Deposit Agreement, and,
if the Depositary requires, together with a written order directing the
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order, a Receipt or Receipts for the number of
American Depositary Shares representing such deposit. No Share shall be accepted
for deposit unless accompanied by evidence satisfactory to the Depositary that
any necessary approval has been granted by any governmental body in England and
Wales which is then performing the function of the regulation of currency
exchange. If required by the Depositary, Shares presented for deposit at any
time, whether or not the transfer books of the Issuer or the Foreign Registrar,
if applicable, are closed, shall also be accompanied by an agreement or
assignment, or other instrument satisfactory to the Depositary, which will
provide for the prompt transfer to the Custodian of any dividend, or right to
subscribe for additional Shares or to receive other property which any person in
whose name the Shares are or have been recorded may thereafter receive upon or
in respect of such deposited Shares, or in lieu thereof, such agreement of
indemnity or other agreement as shall be satisfactory to the Depositary.




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         At the request and risk and expense of any person proposing to deposit
Shares, and for the account of such person, the Depositary may receive
certificates for Shares to be deposited, together with the other instruments
herein specified, for the purpose of forwarding such Share certificates to the
Custodian for deposit hereunder.

         Upon each delivery to a Custodian of a certificate or certificates for
Shares to be deposited hereunder, together with the other documents above
specified, such Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to the Issuer or the
Foreign Registrar, if applicable, for transfer and recordation of the Shares
being deposited in the name of the Depositary or its nominee or such Custodian
or its nominee.

         Deposited Securities shall be held by the Depositary or by a Custodian
for the account and to the order of the Depositary or at such other place or
places as the Depositary shall determine.

         SECTION 2.3. Execution and Delivery of Receipts.

         Upon receipt by any Custodian of any deposit pursuant to Section 2.2
hereunder (and in addition, if the transfer books of the Issuer or the Foreign
Registrar, if applicable, are open, the Depositary may in its sole discretion
require a proper acknowledgment or other evidence from the Issuer or the Foreign
Registrar, if applicable that any Deposited Securities have been recorded upon
the books of the Issuer or the Foreign Registrar, as the case may be, in the
name of the Depositary or its nominee or such Custodian or its nominee),
together with the other documents required as above specified, such Custodian
shall notify the Depositary of such deposit and the person or persons to whom or
upon whose written order a Receipt or Receipts are deliverable in respect
thereof and the number of American Depositary Shares to be evidenced thereby.
Such notification shall be made by letter, first class airmail postage prepaid,
or, at the request, risk and expense of the person making the deposit, by air
courier, cable, telex or facsimile transmission. Upon receiving such notice from
such Custodian, or upon the receipt of Shares by the Depositary, the Depositary,
subject to the terms and conditions of this Deposit Agreement, shall execute and
deliver at its Corporate Trust Office, to or upon the order of the person or
persons entitled thereto, a Receipt or Receipts, registered in the name or names
and evidencing any authorized number of American Depositary Shares requested by
such person or persons, but only upon payment to the Depositary of




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the fees of the Depositary for the execution and delivery of such Receipt or
Receipts as provided in Section 5.9, and of all taxes and governmental charges
and fees payable in connection with such deposit and the transfer of the
Deposited Securities.

         SECTION 2.4. Transfer of Receipts; Combination and Split-up of
Receipts.

         The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall, without unreasonable delay, register transfers of Receipts on
its transfer books from time to time, upon any surrender of a Receipt, by the
Owner in person or by a duly authorized attorney, properly endorsed or
accompanied by proper instruments of transfer, and duly stamped as may be
required by the laws of the State of New York and of the United States of
America. Thereupon the Depositary shall execute a new Receipt or Receipts and
deliver the same to or upon the order of the person entitled thereto.

         The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.

         The Depositary may appoint one or more co-transfer agents, and shall
provide notice to the Company of such appointment, 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 Owners or persons entitled to Receipts and will be entitled to
protection and indemnity to the same extent as the Depositary.

         SECTION 2.5. Surrender of Receipts and Withdrawal of Shares.

         Upon surrender at the Corporate Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities represented by
the American Depositary Shares evidenced by such Receipt, and upon payment of
the fee of the Depositary for the surrender of Receipts as provided in Section
5.9 and payment of all taxes and governmental charges payable in connection with
such surrender and




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withdrawal of the Deposited Securities, and subject to the terms and conditions
of this Deposit Agreement, the Owner of such Receipt shall be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities at the
time represented by the American Depositary Shares evidenced by such Receipt.
Delivery of such Deposited Securities may be made by the delivery of (a)
certificates in the name of such Owner or as ordered by him or by certificates
properly endorsed or accompanied by proper instruments of transfer to such Owner
or as ordered by him and (b) any other securities, property and cash to which
such Owner is then entitled in respect of such Receipts to such Owner or as
ordered by him. Such delivery shall be made, as hereinafter provided, without
unreasonable delay.

         A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Owner 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 at the London, England office
of such Custodian, subject to Sections 2.6, 3.1 and 3.2 and to the other terms
and conditions of this Deposit Agreement, to or upon the written order of the
person or persons designated in the order delivered to the Depositary as above
provided, the amount of Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, except that the Depositary may make
delivery to such person or persons at the Corporate Trust Office of the
Depositary of any dividends or distributions with respect to the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, or of any proceeds of sale of any dividends, distributions or rights,
which may at the time be held by the Depositary.

         At the request, risk and expense of any Owner so surrendering a
Receipt, and for the account of such Owner, the Depositary shall direct the
Custodian to forward any cash or other property (other than rights) comprising,
and forward a certificate or certificates and other proper documents of title
for, the Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt to the Depositary for delivery at the Corporate Trust
Office of the Depositary. Such direction shall be given by letter, first class
airmail postage prepaid, or, at the request, risk and expense of such Owner, by
air courier, cable, telex or facsimile transmission.




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         SECTION 2.6. Limitations on Execution and Delivery, Transfer and
Surrender of Receipts.

         As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination or surrender of any Receipt or withdrawal of any
Deposited Securities, the Depositary, Custodian or Registrar may require payment
from the depositor of Shares or the presentor 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 as herein provided, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with any regulations the Depositary may establish
consistent with the provisions of this Deposit Agreement, including, without
limitation, this Section 2.6.

         The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary, the Issuer or the Foreign Registrar are
closed, or if any such action is deemed necessary or advisable by the Depositary
or the Issuer at any time or from time to time because of any requirement of law
or of any government or governmental body or commission, or under any provision
of this Deposit Agreement, or for any other reason, subject to the provisions of
Section 7.7 hereof. Notwithstanding any other provision of this Deposit
Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal
of Deposited Securities may not be suspended subject only to (i) temporary
delays caused by closing the transfer books of the Depositary, the Issuer or the
Foreign Registrar or the deposit of Shares in connection with voting at a
shareholders' meeting, or the payment of dividends, (ii) the payment of fees,
taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities. Without limitation of the foregoing, the Depositary shall
not knowingly accept for deposit under this Deposit Agreement any Shares
required to be registered under the provisions of the Securities Act of 1933,
unless a registration statement is in effect as to such Shares.




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         SECTION 2.7. Lost Receipts, etc.

         In case any Receipt shall be mutilated, destroyed, lost or stolen, the
Depositary shall execute and deliver a new Receipt of like tenor in exchange and
substitution for such mutilated Receipt upon 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 Owner 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 and (b) satisfied any other
reasonable requirements imposed by the Depositary.

         SECTION 2.8. Cancellation and Destruction of Surrendered Receipts.

         All Receipts surrendered to the Depositary shall be cancelled by the
Depositary. The Depositary is authorized to destroy Receipts so cancelled.

         SECTION 2.9. Pre-Release of Receipts.

         The Depositary may issue Receipts against the delivery by the Issuer
(or any agent of the Issuer recording Share ownership) of rights to receive
Shares from the Issuer (or any such agent). No such issue of Receipts will be
deemed a "Pre-Release" that is subject to the restrictions of the following
paragraph.

         Unless requested in writing by the Issuer to cease doing so, the
Depositary may, notwithstanding Section 2.3 hereof, execute and deliver Receipts
prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The
Depositary may, pursuant to Section 2.5, deliver Shares upon the receipt and
cancellation of Receipts which have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or the Depositary
knows that such Receipt has been Pre- Released. The Depositary may receive
Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release
will be (a) preceded or accompanied by a written representation and agreement
from the person to whom Receipts are to be delivered (the "Pre-Releasee") that
the Pre- Releasee, or its customer, (i) owns the shares or Receipts to be
remitted, as the case may be, (ii) assigns all beneficial rights, title and
interest in such Shares or Receipts, as the case may be, to the Depositary in
its capacity as such and for the benefit of the Owners, and (iii) will not take
any action with respect to such Shares or Receipts, as the




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case may be, that is inconsistent with the transfer of beneficial ownership
(including, without the consent of the Depositary, disposing of such Shares or
Receipts, as the case may be), other than in satisfaction of such Pre-Release,
(b) at all times fully collateralized with cash, U.S. government securities or
such other collateral as the Depositary determines, in good faith, will provide
substantially similar liquidity and security, (c) terminable by the Depositary
on not more than five (5) business days notice, and (d) subject to such further
indemnities and credit regulations as the Depositary deems appropriate. The
number of Shares not deposited but represented by American Depositary Shares
outstanding at any time as a result of Pre-Releases will not normally exceed
thirty percent (30%) of the Shares deposited hereunder; provided, however, that
the Depositary reserves the right to disregard such limit from time to time as
it deems reasonably appropriate, and may, with the prior written consent of the
Issuer, change such limit for purposes of general application. The Depositary
will also set Dollar limits with respect to Pre-Release transactions to be
entered into hereunder with any particular Pre-Releasee on a case-by-case basis
as the Depositary deems appropriate. For purposes of enabling the Depositary to
fulfill its obligations to the Owners under the Deposit Agreement, the
collateral referred to in clause (b) above shall be held by the Depositary as
security for the performance of the Pre-Releasee's obligations to the Depositary
in connection with a Pre-Release transaction, including the Pre-Releasee's
obligation to deliver Shares or Receipts upon termination of a Pre-Release
transaction (and shall not, for the avoidance of doubt, constitute Deposited
Securities hereunder).

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

         SECTION 2.10. Direct Registration System.

         (a) ADSs may be maintained by the Depositary in book-entry form known
as the "Direct Registration System" ("DRS"). Upon issuance of ADSs, the ADSs of
each Owner will be credited to the DRS account of each such Owner and in each
such Owner's name. Each Owner will be given the option of (i) receiving a
certificate representing its ADSs, (ii) transfering such ADSs to a broker
designated by each and every person or entity in whose name such ADSs are
registered on the books of the Depositary or (iii) maintaining their ADSs in
DRS.




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         (b) The Issuer understands that Profile is a required feature of DRS.
Profile allows a participant of The Depository Trust Company ("DTC") claiming to
act on behalf of the Owner of ADSs, to direct the Depositary to transfer to such
DTC participant the ADSs designated by such DTC participant without receipt by
the Depositary of such prior written authorization from the Owner to transfer
such ADSs.

         (c) The Issuer understands the Depositary will not verify, determine or
otherwise ascertain that the DTC participant which is claiming to be acting on
behalf of an Owner is, in fact, authorized to act on behalf of such Owner. The
Issuer and each Owner agree that the Depositary shall have no liability for
relying upon and complying with directions from a DTC participant as set forth
above; and the Issuer shall indemnify and hold harmless the Depositary from and
against any liability, expense, damage, loss and judgment arising from or
related to the foregoing (including reasonable attorneys fees and expenses and
expenses arising from or connected with the enforcement of this provision). For
the avoidance of doubt, (i) the Depositary shall be fully protected by the
foregoing limitation of liability and indemnification with respect to reliance
upon and compliance with instructions from the DTC participant even if the
Depositary's reliance on, and compliance with, such instructions is determined
by a final, non-appealable order or judgment of a court of competent
jurisdiction to constitute negligence, willful misconduct, breach of any duty
owed by the Depositary to such Owner or violation of any law and (ii) the
forgoing shall not apply to the manner in which the Depositary carries out
actual transfer of the ADSs which are the subject of the DTC participant's
instruction, which transfer shall continue to be governed by the other
applicable terms of this Deposit Agreement. By way of example and not by way of
limitation, if a court determines that the transfer of ADSs pursuant to a DTC
participant's instruction without obtaining prior authorization from the Owner
constitutes negligence, the Depositary will nevertheless be protected under this
subparagraph (c); on the other hand, in carrying out such instructions, if the
Depositary transfers ADSs from the wrong account or to the wrong DTC




                                     - 14 -
<PAGE>


participant, the obligation to indemnify the Depositary shall be determined in
accordance with Sections 5.3 and 5.8 hereof.

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.

         SECTION 3.1. Filing Proofs, Certificates and Other Information.

         Any person presenting Shares for deposit or any Owner or Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control
approval, proof of the nature of such person's interest, proof of compliance
with all applicable laws and regulations and with the provisions of or governing
the Deposited Securities and the terms of this Deposit Agreement or such
information relating to the registration on the books of the Issuer or the
Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Issuer or the Depositary may deem
necessary or proper or as the Issuer may reasonably require by written request
to the Depositary or any Custodian. The Depositary may withhold the delivery or
registration of transfer of any Receipt or the distribution of any dividend or
sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. Each
Owner and Beneficial Owner agrees to provide any information requested by the
Issuer or the Depositary pursuant to this Section 3.1.

         The Depositary shall provide the Issuer, upon the Issuer's request and
in a timely manner, with copies of any information or other material which it
receives pursuant to this Section 3.1.

         SECTION 3.2. Liability of Owner for Taxes.

         If any tax or other governmental charge shall become payable with
respect to any Receipt or any Deposited Securities represented by any Receipt,
such tax or other governmental charge shall be payable by the Owner or
Beneficial Owner of such Receipt to the Depositary. The Depositary may refuse to
effect any transfer of such Receipt or any withdrawal of Deposited Securities
represented by American Depositary Shares evidenced by such Receipt until such
payment is made, and may withhold any dividends or other distributions, or may
sell for the account of the Owner or Beneficial Owner




                                     - 15 -
<PAGE>


thereof any part or all of the Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax or
other governmental charge and the Owner or Beneficial Owner of such Receipt
shall remain liable for any deficiency.

         SECTION 3.3. Warranties on Deposit of Shares.

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

         SECTION 3.4. Disclosure of Interests.

         Notwithstanding any other provision of this Deposit Agreement, the
Memorandum and Articles of Association of the Issuer or applicable English law,
each Owner and Beneficial Owner agrees to be bound by and subject to applicable
provisions of the U.K. Companies Act, 1985 and the Memorandum and Articles of
Association of the Issuer, summarized below, to the same extent as if such Owner
and Beneficial Owner held Shares directly. The Issuer has informed the
Depositary that the following information is accurate as the Depositary has made
no independent investigation regarding such information.

         (a) A holder of Shares in the Issuer may lose the right to vote its
Shares if it or any other person appearing to be interested in shares held by it
fails to comply within a prescribed period of time with a request by the Issuer
under the U.K. Companies Act, 1985 to give certain information with respect to
past or present ownership or interests in such Shares. In the case of holders of
more than 0.25% in nominal amount of the share capital of the Issuer (or any
class thereof), in addition to disenfranchisement, the sanctions that may be
applied by the Issuer include withholding of the right to receive payment of
dividends and other monies payable on, and restrictions on transfers of the
relevant Shares.




                                     - 16 -
<PAGE>




         (b) Section 198 of the U.K. Companies Act, 1985 provides that a person
(including a company and other legal entities) that acquires an interest of 3
percent or more of any class of shares (including through American Depositary
Receipts) comprised in an English public company's "relevant share capital"
(i.e., the Issuer's issued share capital carrying the right to vote in all
circumstances at a general meeting of the Issuer) is required to notify the
company of its interest within two business days following the day on which the
obligation arises. After the 3 percent level is exceeded, similar notifications
must be made in respect of increases or decreases through a whole percentage
point.

         For purposes of such notification obligation, the interest of a person
in shares means any kind of interest in shares including interests in any shares
(a) in which a spouse, or child or stepchild under the age of 18, is interested,
(b) in which a corporate body is interested and either (i) that corporate body
or its directors generally act in accordance with that person's directions or
instructions or (ii) that person controls one-third or more of the voting power
of that corporate body or (c) in which another party is interested and the
person and that other party are parties to a "concert party" agreement under
Section 204 of the U.K. Companies Act, 1985. A concert party agreement is one
which provides for one or more parties to acquire interests in shares of a
particular company and imposes obligations or restrictions on any one of the
parties as to the use, retention or disposal of such interests acquired pursuant
to such agreement and any interest in the company's shares is in fact acquired
by any of the parties pursuant to the agreement. Certain interests (e.g., those
held by certain investment fund managers) may be disregarded for the purposes of
calculating the 3 percent threshold, but the obligations of disclosure will
still apply where such interests exceed 10 percent or more of any class of the
company's relevant share capital and to increases or decreases through a whole
percentage point thereafter.

         In addition, Section 212 of the U.K. Companies Act, 1985 provides that
a public company may by written notice require a person whom the company knows
or has reasonable cause to believe to be, or to have been at any time during the
three years immediately preceding the date on which the notice is issued,
interested in shares consisting of the company's "relevant share capital" to
confirm that fact or to indicate whether or not that is the case, and where such
person holds or during the relevant time




                                     - 17 -
<PAGE>


had held an interest in such shares, to give such further information as may be
required relating to such interest and any other interest in the shares of which
such person is aware.

         Where notice is served by a company under the foregoing provisions on a
person who is or was interested in shares of the company and that person fails
to give the company any information required by the notice within the time
specified in the notice, the company may apply to the English court for an order
directing that the shares in question be subject to restrictions prohibiting,
among other things, any transfer of those shares, the taking up of rights in
respect of such shares and, other than on liquidation, payments in respect of
such shares.

         A person who fails to fulfill the obligations imposed by Sections 198
and 212 of the U.K. Companies Act, 1985 described above is subject to criminal
penalties.

         (c) The Depositary agrees to use reasonable efforts to forward to any
Owners at the request of the Issuer and at the Issuer's expense, any request by
the Issuer for information and to comply with any instructions of the Issuer, to
the extent reasonably practicable, given to effectuate the foregoing
restrictions. If the Issuer requests information from the Depositary or the
Custodian, as the registered owners of Shares, pursuant to the Memorandum and
Articles of Association of the Issuer or the U.K. Companies Act, 1985, the
obligations of the Depositary or the Custodian, as the case may be, shall be
limited to disclosing to the Issuer such information relating to the Shares in
question as has in each case been recorded by it pursuant to the terms of this
Deposit Agreement.

ARTICLE 4. THE DEPOSITED SECURITIES.

         SECTION 4.1. Cash Distributions.

         Whenever the Depositary shall receive any cash dividend or other cash
distribution on any Deposited Securities, the Depositary shall, subject to the
provisions of Section 4.5, convert such dividend or distribution into Dollars,
if applicable, and shall distribute the amount thus received (net of the fees of
the Depositary as provided in Section 5.9 hereof, if applicable) to the Owners
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively; provided,
however, that in the event that the Issuer or the Depositary shall be required
to withhold and does withhold from such cash dividend or such other




                                     - 18 -
<PAGE>


cash distribution an amount on account of taxes or other governmental charges,
the amount distributed to the Owner of the Receipts evidencing American
Depositary Shares representing such Deposited Securities shall be reduced
accordingly. The Depositary shall distribute only such amount, however, as can
be distributed without attributing to any Owner a fraction of one cent. Any such
fractional amounts shall be rounded to the nearest whole cent and so distributed
to Owners entitled thereto. The Issuer or its agent will remit to the
appropriate governmental agency in England and Wales all amounts withheld and
owing to such agency. The Depositary will forward to the Issuer or its agent
such information from its records as the Issuer may reasonably request to enable
the Issuer or its agent to file necessary reports with governmental agencies,
and the Depositary or the Issuer or its agent may file any such reports
necessary to obtain benefits under the applicable tax treaties for the Owners of
Receipts.

         SECTION 4.2. Distributions Other Than Cash, Shares or Rights.

         Subject to the provisions of Sections 4.11 and 5.9, whenever the
Depositary shall receive any distribution other than a distribution described in
Sections 4.1, 4.3 or 4.4, the Depositary shall cause the securities or property
received by it to be distributed to the Owners entitled thereto, in proportion
to the number of American Depositary Shares representing such Deposited
Securities held by them respectively, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution; provided,
however, that if in the reasonable opinion of the Depositary such distribution
cannot be made proportionately among the Owners entitled thereto, or if for any
other reason (including, but not limited to, any requirement that the Issuer or
the Depositary withhold an amount on account of taxes or other governmental
charges or that such securities must be registered under the Securities Act of
1933 in order to be distributed to Owners or Beneficial Owners) the Depositary
deems such distribution not to be feasible, the Depositary may, after notice to
the Issuer adopt such method as it may deem equitable and practicable for the
purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part
thereof, and the net proceeds of any such sale (net of the fees of the
Depositary as provided in Section 5.9) shall be distributed by the Depositary to
the Owners entitled thereto as in the case of a distribution received in cash
pursuant to Section 4.1.




                                     - 19 -
<PAGE>




         SECTION 4.3. Distributions in Shares.

         If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Issuer shall so request, distribute to the Owners of outstanding Receipts
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free
distribution, subject to the terms and conditions of the Deposit Agreement with
respect to the deposit of Shares and the issuance of American Depositary Shares
evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 and the payment of fees of the
Depositary as provided in Section 5.9. In lieu of delivering Receipts for
fractional American Depositary Shares in any such case, the Depositary shall
sell the amount of Shares represented by the aggregate of such fractions and
distribute the net proceeds, all in the manner and subject to the conditions
described in Section 4.1. If additional Receipts are not so distributed, each
American Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.

         SECTION 4.4. Rights.

         In the event that the Issuer shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary, after consultation
with the Issuer, shall have discretion as to the procedure to be followed in
making such rights available to any Owners or in disposing of such rights on
behalf of any Owners and making the net proceeds available to such Owners or, if
by the terms of such rights offering or for any other reason, the Depositary may
not either make such rights available to any Owners or dispose of such rights
and make the net proceeds available to such Owners, then the Depositary shall
allow the rights to lapse. If at the time of the offering of any rights the
Depositary determines in its discretion, after consultation with the Issuer,
that it is lawful and feasible to make such rights available to all Owners or to
certain Owners but not to other Owners, the Depositary may distribute to any
Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it, after consultation
with the Issuer, deems appropriate.




                                     - 20 -
<PAGE>


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

         If the Depositary has distributed warrants or other instruments for
rights to all or certain Owners, then upon instruction from such an Owner
pursuant to such warrants or other instruments to the Depositary from such Owner
to exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees of the
Depositary and any other charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the Shares, and the Issuer shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner. As agent for such Owner,
the Depositary will cause the Shares so purchased to be deposited pursuant to
Section 2.2 of this Deposit Agreement, and shall, pursuant to Section 2.3 of
this Deposit Agreement, execute and deliver Receipts to such Owner. In the case
of a distribution pursuant to the second paragraph of this section, such
Receipts shall be legended in accordance with applicable U.S. laws, and shall be
subject to the appropriate restrictions on sale, deposit, cancellation, and
transfer under such laws.

         If the Depositary determines in its discretion, after consultation with
the Issuer, that it is not lawful and feasible to make such rights available to
all or certain Owners, it may sell the rights, warrants or other instruments in
proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights
available, and allocate the net proceeds of such sales (net of the fees of the
Depositary as provided in Section 5.9 and all taxes and governmental charges
payable in connection with such rights and subject to the terms and conditions
of this Deposit Agreement) for the account of such Owners otherwise entitled to
such rights, warrants or other instruments, upon an averaged or other practical
basis without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any Receipt or otherwise.




                                     - 21 -
<PAGE>


         The Depositary will not offer rights to Owners unless both the rights
and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933 with respect to a distribution to
Owners or are registered under the provisions of such Act. Nothing in this
Deposit Agreement shall create, or be construed to create, any obligation on the
part of the Issuer to file a registration statement with respect to such rights
or underlying securities or to endeavor to have a registration statement
declared effective. If an Owner of Receipts requests distribution of warrants or
other instruments, notwithstanding that there has been no such registration
under such Act, the Depositary shall not effect such distribution unless it has
received an opinion from recognized counsel in the United States for the Issuer
upon which the Depositary may rely that such distribution to such Owner is
exempt from such registration.

         The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Owners in
general or any Owner in particular.

         SECTION 4.5. Conversion of Foreign Currency.

         Whenever the Depositary or the Custodian shall receive foreign
currency, by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars
transferred to the United States, the Depositary shall convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to the Owners
entitled thereto or, if the Depositary shall have distributed any warrants or
other instruments which entitle the holders thereof to such Dollars, then to the
holders of such warrants and/or instruments upon surrender thereof for
cancellation in whole or in part depending on the terms of such warrants or
other instruments. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Owners on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and
shall be net of any expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.9.

         If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for




                                     - 22 -
<PAGE>


approval or license, if any, as it may deem desirable; provided, however, that
the Issuer shall not be obligated to make any such filings.

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

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

         SECTION 4.6. Fixing of Record Date.

         Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever for any
reason 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 holders of Shares or other Deposited
Securities, the Depositary shall fix a record date, which shall be as close as
practicable to the date corresponding to the record date fixed by the Issuer in
respect of the Shares or other Deposited Securities, (a) for the determination
of the Owners who shall be (i) entitled to receive such dividend, distribution
or rights or the net proceeds of the sale thereof or (ii) entitled to give
instructions for the exercise of voting rights at any such meeting, or (b) on or
after which each American Depositary Share will represent the changed number of
Shares. Subject to




                                     - 23 -
<PAGE>


the provisions of Sections 4.1 through 4.5 and to the other terms and conditions
of this Deposit Agreement, the Owners on such record date shall be entitled, as
the case may be, to receive the amount distributable by the Depositary with
respect to such dividend or other distribution or such rights or the net
proceeds of sale thereof in proportion to the number of American Depositary
Shares held by them respectively and to give voting instructions and to act in
respect of any other such matter.

         SECTION 4.7. Voting of Deposited Securities.

         Subject to and in accordance with the Articles of Association of the
Issuer, the Depositary hereby irrevocably appoints (or, if the Deposited
Securities are registered in the name of or held by its nominee, shall procure
that its nominee shall irrevocably appoint) each Owner for the time being on the
record date (the "Voting Record Date") fixed by the Depositary in accordance
with Section 4.06 in respect of any meeting (including any adjourned meeting) at
which holders of Deposited Securities are entitled to vote as its proxy to
attend, vote and speak at the relevant meeting (or any adjournment thereof) as
provided in the Articles of Association of the Issuer in respect of the
Deposited Securities represented by the American Depositary Shares evidenced by
the Receipts held by such Owner on the Voting Record Date, and by reason of that
appointment in respect of any such meeting each such Owner shall be constituted
the agent of the Depositary to appoint (in relation to those Deposited
Securities) in the name of the Depositary either a person nominated by the
Depositary or any other person as proxy to attend, vote and speak as the Owner
may instruct, subject to and in accordance with the provisions of this Section
and the Articles of Association of the Issuer (and if the Deposited Securities
are registered in the name of or held by the nominee of the Depositary, the
Depositary shall procure that the nominee duly constitutes each such Owner as
its agent for that purpose). As soon as practicable after receipt of notice of
any meeting at which the holders of Deposited Securities are entitled to vote,
or of solicitation of consents or proxies from holders of Deposited Securities,
the Depositary shall, in accordance with Section 4.06, fix the Voting Record
Date in respect of such meeting or solicitation. The Depositary or, if the
Issuer so determines, the Issuer shall mail to




                                     - 24 -
<PAGE>


Owners of record on such Voting Record Date: (a) such information as is
contained in such notice of meeting or in the solicitation materials, (b) a
Receipt proxy card in a form prepared by the Depositary, after consultation with
the Issuer, (c) a statement that each Owner of Record at the close of business
on the Voting Record Date will be entitled, subject to any applicable law, the
Issuer's Articles of Association and the provisions of or governing the
Deposited Securities, either (i) to use such Receipt proxy card at that meeting
as written evidence of the appointment of that Owner in accordance with this
Section in order to attend, vote and speak at such meeting solely with respect
to the Shares or other Deposited Securities represented by American Depositary
Shares evidenced by such Owner's Receipts or (ii) as the agent of the Depositary
(or its nominee) to appoint any other person as proxy solely with respect to the
Shares or other Deposited Securities represented by American Depositary Shares
evidenced by such Owner's Receipts and (if the Owner wishes) to instruct such
person as to the exercise of the voting rights pertaining to them, and (d) if
the person nominated by the Depositary is to be appointed in that manner as
proxy, a brief statement as to the manner in which the Owner may give voting
instructions to the person nominated by the Depositary. Upon the written request
of an Owner of record on the Voting Record Date received on or before the date
established by the Depositary for such purpose (the "Instruction Date"), the
Depositary shall endeavor, insofar as practicable and permitted under applicable
law, the provisions of the Issuer's Articles of Association and the provisions
of the Deposited Securities, to cause to be voted the Deposited Securities in
accordance with the instructions set forth in such request.

         Neither the Depositary nor the Custodian nor the nominee of either of
them shall exercise any discretion as to voting and neither the Depositary nor
the Custodian nor the nominee of either of them shall vote or attempt to
exercise the right to vote the Shares or other Deposited Securities represented
by American Depositary Shares except pursuant to and in accordance with such
written instructions from Owners given in accordance with this Section 4.07.
Shares or other Deposited Securities represented by



                                     - 25 -
<PAGE>



American Depositary Shares for which no specific voting instructions are
received by the Depositary from the Owner shall not be voted by the Depositary
or its nominee but may be directly voted by Owners in attendance at meetings of
shareholders, subject to, and in accordance with, the provisions of this Section
and the Issuer's Articles of Association.

         For the avoidance of doubt, the appointment pursuant to this Section of
a proxy by an Owner acting as agent of the Depositary (or its nominee) shall
constitute the appointed person as a proxy for the purposes of section 372 of
the UK Companies Act 1985 and of the Articles of Association of the Issuer;
whereas the appointment pursuant to this Section of an Owner as a proxy by the
Depositary (or its nominee) shall not constitute that Owner as such a proxy but
shall instead confer on that Owner the special rights and privileges accorded
under the Issuer's Articles of Association to ADR Proxies (as defined in those
Articles of Association).

         Notwithstanding anything in this Section 4.7 or in Section 6.1 to the
contrary, the Depositary and the Issuer may modify, amend or adopt additional
voting procedures at any time or from time to time as they determine may be
necessary or appropriate.

         There can be no assurance that Owners generally or any Owner in
particular will receive the notice described in this Section 4.7 sufficiently
prior to the Instruction Date to ensure that the Depositary will vote the Shares
or Deposited Securities in accordance with the provisions set forth in this
Section.

         SECTION 4.8. Changes Affecting Deposited Securities.

         In circumstances where the provisions of Section 4.3 do not apply, upon
any change in nominal value, change in par value, split-up, consolidation or any
other reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting the Issuer
or to which it is a party, any securities which shall be received by the
Depositary or a Custodian in exchange for or in conversion of or in respect of
Deposited Securities, shall be treated as new Deposited




                                     - 26 -
<PAGE>


Securities under this Deposit Agreement, and American Depositary Shares shall
thenceforth represent, in addition to the existing Deposited Securities, the new
Deposited Securities so received in exchange or conversion, unless additional
Receipts are delivered pursuant to the following sentence. In any such case the
Depositary may, and shall if the Issuer shall so request, execute and deliver
additional Receipts as in the case of a dividend in Shares, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts specifically
describing such new Deposited Securities.

         SECTION 4.9. Reports.

         The Depositary shall make available for inspection by Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Issuer which are both (a) received by the
Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the Issuer. The
Depositary shall also, upon written request, send to the Owners copies of such
reports furnished by the Issuer pursuant to Section 5.6.

         SECTION 4.10. Lists of Owners.

         Promptly upon request by the Issuer, the Depositary shall, at the
expense of the Issuer, furnish to it a list, as of a recent date, of the names,
addresses and holdings of American Depositary Shares by all persons in whose
names Receipts are registered on the books of the Depositary.

         SECTION 4.11. Withholding.

         In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners entitled
thereto in proportion to the number of American Depositary Shares held by them
respectively.




                                     - 27 -
<PAGE>




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

         SECTION 5.1. Maintenance of Office and Transfer Books by the
Depositary.

         Until termination of this Deposit Agreement in accordance with its
terms, the Depositary shall maintain in the Borough of Manhattan, The City of
New York, facilities for the execution and delivery, registration, registration
of transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.

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

         The Depositary may close the transfer books, at any time or from time
to time, when deemed expedient by it in connection with the performance of its
duties hereunder after consultation with to the extent practicable or at the
request of the Issuer.

         If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more stock exchanges in the United States, the Depositary shall
act as Registrar or appoint a Registrar or one or more co-registrars for
registry of such Receipts in accordance with any requirements of such exchange
or exchanges.

         SECTION 5.2. Prevention or Delay in Performance by the Depositary or
the Issuer.

         Neither the Depositary nor the Issuer nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any governmental or regulatory authority or stock exchange, or by reason
of any provision, present or future, of the Memorandum and Articles of
Association of the Issuer, or by reason of any act of God or war or other
circumstances beyond its control, the Depositary or the Issuer or any of their
respective directors, employees, agents or affiliates shall be prevented or
forbidden from, or be subject to any civil or criminal penalty on account of,
doing or performing any act or thing which by the terms of this Deposit
Agreement it is provided shall be done or




                                     - 28 -
<PAGE>


performed; nor shall the Depositary or the Issuer or any of their respective
directors, employees, agents or affiliates incur any liability to any Owner or
Beneficial Owner of any Receipt by reason of any non- performance or delay,
caused as aforesaid, in the performance of any act or thing which by the terms
of this Deposit Agreement it is provided shall or may be done or performed, or
by reason of any exercise of, or failure to exercise, any discretion provided
for in this Deposit Agreement. Where, by the terms of a distribution pursuant to
Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or
distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other
reason, such distribution or offering may not be made available to Owners, and
the Depositary may not dispose of such distribution or offering on behalf of
such Owners and make the net proceeds available to such Owners, then the
Depositary shall not make such distribution or offering, and shall allow any
rights, if applicable, to lapse.

         SECTION 5.3. Obligations of the Depositary, the Custodian and the
Issuer.

         Neither the Issuer nor any of its directors, employees, agents or
affiliates assume any obligation nor shall any of them be subject to any
liability under this Deposit Agreement to Owners or Beneficial Owners of
Receipts, except that the Issuer agrees to perform its obligations specifically
set forth in this Deposit Agreement without negligence or bad faith.

         The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to any Owner or Beneficial Owners of any
Receipt (including, without limitation, liability with respect to the validity
or worth of the Deposited Securities), except that it agrees to perform its
obligations specifically set forth in this Deposit Agreement without negligence
or bad faith.

         Neither the Depositary nor the Issuer nor any of their respective
directors, employees, agents or affiliates 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 their
respective reasonable opinions may involve them in expense or liability, unless
indemnity satisfactory to them against all expense and liability shall be
furnished as often as may be required, and the Custodian shall not be under any
obligation whatsoever with respect to such proceedings, the responsibility of
the Custodian being solely to the Depositary.




                                     - 29 -
<PAGE>


         Neither the Depositary nor the Issuer nor any of their respective
directors, employees, agents or affiliates shall be liable for any action or
nonaction by any of them in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Owner
or any other person believed by any of them in good faith to be competent to
give such advice or information. Each of the Depositary, the Issuer and their
respective directors, employees, agents and affiliates may rely and shall be
protected in acting upon any written notice, request or direction or other
document believed by such person to be genuine and to have been signed or
presented by the proper party or parties.

         The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal
or resignation of the Depositary, provided that in connection with the issue out
of which such potential liability arises the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary.

         The Depositary shall not be responsible for any failure to carry out
any instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith.

         No disclaimer of liability under the Securities Act of 1933 is intended
by any provision of this Deposit Agreement.

         SECTION 5.4. Resignation and Removal of the Depositary.

         The Depositary may at any time resign as Depositary hereunder by
written notice of its election so to do delivered to the Issuer, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

         The Depositary may at any time be removed by the Issuer by written
notice of such removal effective upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.




                                     - 30 -
<PAGE>


         In case at any time the Depositary acting hereunder shall resign or be
removed, the Issuer 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 Issuer an instrument in
writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor; but such
predecessor, nevertheless, upon payment of all sums due it and on the written
request of the Issuer shall execute and deliver an instrument transferring to
such successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right, title and interest in the Deposited
Securities to such successor, and shall deliver to such successor a list of the
Owners of all outstanding Receipts. Any such successor depositary shall promptly
mail notice of its appointment to the Owners.

         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 Custodians.

         The Custodian shall be subject at all times and in all respects to the
directions of the Depositary and shall be responsible solely to it. Any
Custodian may resign and be discharged from its duties hereunder by notice of
such resignation delivered to the Depositary at least 30 days prior to the date
on which such resignation is to become effective. If upon such resignation there
shall be no Custodian acting hereunder, the Depositary shall, promptly after
receiving such notice, appoint a substitute custodian or custodians, each of
which shall thereafter be a Custodian hereunder. Whenever the Depositary in its
discretion determines that it is in the best interest of the Owners to do so, it
may appoint substitute or additional custodian or custodians, which shall
thereafter be one of the Custodians hereunder. Upon demand of the Depositary any
Custodian shall deliver such of the Deposited Securities held by it as are
requested of it to any other Custodian or such substitute or additional
custodian or custodians. Each such substitute or additional custodian shall
deliver to the Depositary, forthwith upon its appointment, an acceptance of such
appointment satisfactory in form and substance to the Depositary.




                                     - 31 -
<PAGE>


         Upon the appointment of any successor depositary hereunder, each
Custodian then acting hereunder shall forthwith become, without any further act
or writing, the agent hereunder of such successor depositary and the appointment
of such successor depositary shall in no way impair the authority of each
Custodian hereunder; but the successor depositary so appointed shall,
nevertheless, on the written request of any Custodian or as required by the laws
of England and Wales, execute and deliver to such Custodian all such instruments
as may be proper to give to such Custodian full and complete power and authority
as agent hereunder of such successor depositary.

         SECTION 5.6. Notices and Reports.

         On or before the first date on which the Issuer gives notice, by
publication or otherwise, of any meeting of holders of Shares or other Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any
action in respect of any cash or other distributions or the offering of any
rights, the Issuer agrees to transmit to the Depositary and the Custodian a copy
of the notice thereof in the form given or to be given to holders of Shares or
other Deposited Securities.

         The Issuer will arrange for the prompt transmittal by the Issuer to the
Depositary and the Custodian of such notices and any other reports and
communications which are made generally available by the Issuer to holders of
its Shares. If requested in writing by the Issuer, the Depositary will arrange
for the mailing, at the Issuer's expense, of copies of such notices, reports and
communications to all Owners. The Issuer will timely provide the Depositary with
the quantity of such notices, reports, and communications, as requested by the
Depositary from time to time, in order for the Depositary to effect such
mailings.

         SECTION 5.7. Distribution of Additional Shares, Rights, etc.

         The Issuer agrees that in the event of any issuance or distribution of
(1) additional Shares, (2) rights to subscribe for Shares, (3) securities
convertible into Shares, or (4) rights to subscribe for such securities, (each a
"Distribution") the Issuer will promptly furnish to the Depositary a written
opinion from U.S. counsel for the Issuer, which counsel shall be satisfactory to
the Depositary, stating whether or not the Distribution requires a Registration
Statement under the Securities Act of 1933 to be in effect prior to making such
Distribution available to Owners entitled thereto. If in the opinion of such
counsel a Registration Statement is required, such counsel shall furnish to




                                     - 32 -
<PAGE>


the Depositary a written opinion as to whether or not there is a Registration
Statement in effect which will cover such Distribution. Nothing in this Section
5.7 or elsewhere in this Deposit Agreement shall create any obligation on the
part of the Issuer to file a Registration Statement in respect of any such
securities or rights.

         The Issuer agrees with the Depositary that neither the Issuer nor any
company controlled by, controlling or under common control with the Issuer will
at any time deposit any Shares, either originally issued or previously issued
and reacquired by the Issuer or any such affiliate, unless a Registration
Statement is in effect as to such Shares under the Securities Act of 1933. The
Depositary will comply with the reasonable instructions of the Issuer not to
accept knowingly for deposit hereunder any Shares identified in such
instructions at such times and under such circumstances as may be specified in
such instructions in order to facilitate the Issuer's compliance with the
securities laws of the United States.

         SECTION 5.8. Indemnification.

         The Issuer agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
reasonable fees and expenses of counsel) which may arise out of acts performed
or omitted, in accordance with the provisions of this Deposit Agreement and of
the Receipts, as the same may be amended, modified or supplemented from time to
time, (i) by either the Depositary or a Custodian or their respective directors,
employees, agents and affiliates, except for any liability or expense arising
out of the negligence or bad faith of either of them, or (ii) by the Issuer or
any of its directors, employees, agents and affiliates.

         The indemnities contained in the preceding paragraph shall not extend
to any liability or expense which may arise out of any Pre-Release (as defined
in Section 2.9) but only to the extent that any such liability or expense arises
in connection with (a) any United States Federal, state or local income tax
laws, or (b) the failure of the Depositary to deliver Deposited Securities when
required under the terms of Section 2.5 hereof. However, the indemnities
contained in the preceding paragraph shall apply to any liability or expense
which may arise out of any misstatement or alleged misstatement or omission or
alleged omission in any registration statement, proxy statement, prospectus (or
placement memorandum), or preliminary prospectus (or preliminary placement




                                     - 33 -
<PAGE>


memorandum) relating to the offer of sale of American Depositary Shares, except
to the extent any such liability or expense arises out of (i) information
relating to the Depositary or any Custodian (other than the Issuer), as
applicable, furnished in writing and not materially changed or altered by the
Issuer expressly for use in any of the foregoing documents, or, (ii) if such
information is provided, the failure to state a material fact necessary to make
the information provided not misleading.

         The Depositary agrees to indemnify the Issuer, its directors,
employees, agents and affiliates and hold them harmless from any liability or
expense which may arise out of acts performed or omitted by the Depositary or
its Custodian or their respective directors, employees, agents and affiliates
due to their negligence or bad faith.

         If an action, proceeding (including, but not limited to, any
governmental investigation, claim or dispute (collectively, a "Proceeding") in
respect of which indemnity may be sought by either party is brought or asserted
against the other party, the party seeking indemnification (the "Indemnitee")
shall promptly (and in any event more than ten (10) days after receipt of notice
of such Proceeding) notify the party obligated to provide such indemnification
(the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so
notify the Indemnitor shall not impair the Indemnitee's ability to seek
indemnification from the Indemnitor (but only for costs, expenses and
liabilities incurred after such notice) unless such failure adversely effects
the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon
receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to
participate in such Proceeding and, to the extent that it shall so desire and
provided no conflict of interest exists as specified in subparagraph (b) below,
to assume the defense thereof with counsel reasonably satisfactory to the
Indemnitee which may be counsel to the Indemnitor (in which case all attorney's
fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in
good faith defend the Indemnitee). The Indemnitee shall have the right to employ
separate counsel in any such Proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be borne by the
Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and
expenses, (b) the Indemnitee shall have reasonably and in good faith concluded
that there is a conflict of interest between the Indemnitor and the Indemnitee
in the conduct of the defense of such action or (c) the Indemnitor fails, within
ten (10) days prior to the date the first response or appearance is required to
be made in such Proceeding, to assume the defense of such Proceeding with




                                     - 34 -
<PAGE>


counsel reasonably satisfactory to the Indemnitee. No compromise or settlement
of such Proceeding may be effected by either party without the other party's
consent unless (i) there is no finding or admission of any violation of law and
no effect on any other claims that may be made against such other party and (ii)
the sole relief provided is monetary damages that are paid in full by the party
seeking the settlement. Neither party shall have any liability or obligation
with respect to any compromise or settlement effected without its consent, which
shall not be unreasonably withheld. The Indemnitor shall have no obligation to
indemnify and hold harmless the Indemnitee from any loss, expense or liability
incurred by the Indemnitee as a result of a default judgment entered against the
Indemnitee unless such judgment was entered after the Indemnitor agreed, in
writing, to assume the defense of such Proceeding.

         The obligations set forth in the Section 5.8 shall survive the
termination of this Deposit Agreement and the succession or substitution of any
indemnified person.

         SECTION 5.9. Charges of Depositary.

         The Issuer agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Issuer from time to time. Any written agreement signed by the Issuer and the
Depositary relating to the Depositary's fees and expenses under this Deposit
Agreement shall be binding on the Issuer and the Depositary until it is
expressly amended or superseded by a subsequent written agreement, irrespective
of whether such agreement was entered into prior to, simultaneously with or
subsequent to this Deposit Agreement, and notwithstanding any provision of this
Deposit Agreement that might be construed to be inconsistent with such
agreement. The Depositary shall present its statement for such charges and
expenses to the Issuer once every three months. The charges and expenses of the
Custodian are for the sole account of the Depositary.

         The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Issuer or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.3), whichever applicable: (1) taxes and other governmental charges,
(2) such registration fees as may from time to time




                                     - 35 -
<PAGE>


be in effect for the registration of transfers of Shares generally on the Share
register of the Issuer or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals hereunder, (3) such cable,
telex and facsimile transmission expenses as are expressly provided in this
Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.5 (5) a fee of $5.00 or
less per 100 American Depositary Shares (or portion thereof) for the execution
and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4, and the surrender
of Receipts pursuant to Section 2.5 or 6.2, (6) a fee of $.02 or less per
American Depositary Share (or portion thereof) for any cash distribution made
pursuant to the Deposit Agreement including, but not limited to, Sections 4.1
through 4.4 hereof, except for distributions of cash dividends, and (7) a fee
for the distribution of securities pursuant to Section 4.2, such fee being in an
amount equal to the fee for the execution and delivery of American Depositary
Shares referred to above which would have been charged as a result of the
deposit of such securities (for purposes of this clause (7) treating all such
securities as if they were Shares), but which securities are instead distributed
by the Depositary to Owners.

         The Depositary, subject to Section 2.9 hereof, may own and deal in any
class of securities of the Issuer and its affiliates and in Receipts.

         SECTION 5.10. Retention of Depositary Documents.

         The Depositary is authorized to destroy those documents, records, bills
and other data compiled during the term of this Deposit Agreement at the times
permitted by the laws or regulations governing the Depositary unless the Issuer
requests that such papers be retained for a longer period or turned over to the
Issuer or to a successor depositary.

         SECTION 5.11. Exclusivity.

         The Issuer agrees not to appoint any other depositary for issuance of
American Depositary Receipts so long as The Bank of New York is acting as
Depositary hereunder.




                                     - 36 -
<PAGE>




         SECTION 5.12. List of Restricted Securities Owners.

         From time to time, the Issuer shall provide to the Depositary a list
setting forth, to the actual knowledge of the Issuer, those persons or entities
who beneficially own Restricted Securities and the Issuer shall update that list
on a regular basis. The Issuer agrees to advise in writing each of the persons
or entities so listed that such Restricted Securities are ineligible for deposit
hereunder. The Depositary may rely on such a list or update but shall not be
liable for any action or omission made in reliance thereon.

ARTICLE 6. AMENDMENT AND TERMINATION.

         SECTION 6.1. Amendment.

         The form of the Receipts and any provisions of this Deposit Agreement
may at any time and from time to time be amended by agreement between the Issuer
and the Depositary without the consent of Owners or Beneficial Owners of
Receipts in any respect which they may deem necessary or desirable. Any
amendment which shall impose or increase any fees or charges (other than taxes
and other governmental charges, registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners (other than the
modification of voting procedures as provided in Section 4.7 hereof), shall,
however, not become effective as to outstanding Receipts until the expiration of
thirty days after notice of such amendment shall have been given to the Owners
of outstanding Receipts. Every Owner at the time any amendment so becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right of the Owner of any
Receipt to surrender such Receipt and receive therefor the Deposited Securities
represented thereby, except in order to comply with mandatory provisions of
applicable law.

         SECTION 6.2. Termination.

         The Depositary shall at any time at the direction of the Issuer
terminate this Deposit Agreement by mailing notice of such termination to the
Owners of all Receipts then outstanding at least 30 days prior to the date fixed
in such notice for such termination. The Depositary may likewise terminate this
Deposit Agreement by mailing




                                     - 37 -
<PAGE>


notice of such termination to the Issuer and the Owners of all Receipts then
outstanding if at any time 90 days shall have expired after the Depositary shall
have delivered to the Issuer a written notice of its election to resign and a
successor depositary shall not have been appointed and accepted its appointment
as provided in Section 5.4. On and after the date of termination, the Owner of a
Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office
of the Depositary, (b) payment of the fee of the Depositary for the surrender of
Receipts referred to in Section 2.5, and (c) payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt. If any Receipts shall remain outstanding after the
date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends to the Owners thereof, and shall not give any further notices or
perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights as provided in this
Deposit Agreement, and shall continue to deliver Deposited Securities, together
with any dividends or other distributions received with respect thereto and the
net proceeds of the sale of any rights or other property, in exchange for
Receipts surrendered to the Depositary (after deducting, in each case, the fee
of the Depositary for the surrender of a Receipt, any expenses for the account
of the Owner of such Receipt in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges). At any
time after the expiration of one year from the date of termination, the
Depositary may sell the Deposited Securities then held hereunder and may
thereafter hold uninvested the net proceeds of any such sale, together with any
other cash then held by it hereunder, unsegregated and without liability for
interest, for the pro rata benefit of the Owners of Receipts which have not
theretofore been surrendered, such Owners thereupon becoming general creditors
of the Depositary with respect to such net proceeds. After making such sale, the
Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of this Deposit Agreement, and any applicable
taxes or governmental charges). Upon the termination of this Deposit Agreement,
the Issuer shall be discharged from all obligations




                                     - 38 -
<PAGE>


under this Deposit Agreement except for its obligations to the Depositary under
Sections 5.8 and 5.9 hereof.

ARTICLE 7. 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 shall
constitute one and the same instrument. Copies of this Deposit Agreement shall
be filed with the Depositary and the Custodians and shall be open to inspection
by any Beneficial Owner or Owner of a Receipt during business hours.

         SECTION 7.2. No Third Party Beneficiaries.

         This Deposit Agreement is for the exclusive benefit of the parties
hereto and shall not be deemed to give any legal or equitable right, remedy or
claim whatsoever to any other person.

         SECTION 7.3. 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.

         SECTION 7.4. Owners and Beneficial Owners as Parties; Binding Effect.

         The Owners and Beneficial Owners of Receipts from time to time shall be
parties to this Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance thereof.

         SECTION 7.5. Notices.

         Any and all notices to be given to the Issuer shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to National Grid Group, 15
Marylebone Road, London NW1 5JD, United Kingdom, Attention: Company Secretary or
any other place to which the Issuer may have transferred its principal office.




                                     - 39 -
<PAGE>


         Any and all notices to be given to the Depositary shall be deemed to
have been duly given if in English and personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to The
Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
American Depositary Receipt Administration, or any other place to which the
Depositary may have transferred its Corporate Trust Office.

         Any and all notices to be given to any Owner shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to such Owner at the
address of such Owner as it appears on the transfer books for Receipts of the
Depositary, or, if such Owner shall have filed with the Depositary a written
request that notices intended for such Owner be mailed to some other address, at
the address designated in such request.

         Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a post-office
letter box. The Depositary or the Issuer may, however, act upon any cable, telex
or facsimile transmission received by it, notwithstanding that such cable, telex
or facsimile transmission shall not subsequently be confirmed by letter as
aforesaid.

         SECTION 7.6. Governing Law.

         This Deposit Agreement and the Receipts shall be interpreted and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by the laws of the State of New York. It is understood that,
notwithstanding any present or future provision of the laws of the State of New
York, the rights of holders of Shares and other Deposited Securities and the
obligations and duties of the Issuer in respect of such holders, as such, shall
be governed by the laws of England and Wales (or, if applicable, such other law
as may govern Deposited Securities).

         SECTION 7.7. Compliance with U.S. Securities Laws.

         Notwithstanding anything in this Deposit Agreement to the contrary, the
Issuer and the Depositary each agrees that it will not exercise any rights it
has under this Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a




                                     - 40 -
<PAGE>


manner which would violate the U.S. securities laws, including, but not limited
to, Section I.A.(1) of the General Instructions to the Form F-6 Registration
Statement, as amended from time to time, under the Securities Act of 1933.


         SECTION 7.8. National Grid Group plc as a Party to the Deposit
Agreement.

         Upon the Effective Time of this amended and restated Deposit Agreement
as provided in Section 1.11, National Grid shall cease to be a party to this
Deposit Agreement.



                                     - 41 -
<PAGE>


         IN WITNESS WHEREOF, NEW NATIONAL GRID PLC (to be renamed NATIONAL GRID
GROUP PLC), NATIONAL GRID GROUP PLC and THE BANK OF NEW YORK have duly executed
this agreement as of the day and year first set forth above and all Owners and
Beneficial Owners shall become parties hereto upon acceptance by them of
Receipts issued in accordance with the terms hereof.


                                NEW NATIONAL GRID PLC



                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:


                                NATIONAL GRID GROUP PLC



                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:



                                THE BANK OF NEW YORK,
                                    as Depositary



                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:




                                     - 42 -
<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
ARTICLE 1.        DEFINITIONS............................................................................2

   SECTION 1.1.      AMERICAN DEPOSITARY SHARES..........................................................2
   SECTION 1.2.      ARTICLE; SECTION....................................................................3
   SECTION 1.3.      BENEFICIAL OWNER....................................................................3
   SECTION 1.4.      COMMISSION..........................................................................3
   SECTION 1.5.      CONSULTATION........................................................................3
   SECTION 1.6.      CUSTODIAN...........................................................................3
   SECTION 1.7.      DEPOSIT AGREEMENT...................................................................3
   SECTION 1.8.      DEPOSITARY; CORPORATE TRUST OFFICE..................................................4
   SECTION 1.9.      DEPOSITED SECURITIES................................................................4
   SECTION 1.10.        DOLLARS; POUNDS; PENCE...........................................................4
   SECTION 1.11.        EFFECTIVE TIME...................................................................4
   SECTION 1.12.        FOREIGN REGISTRAR................................................................4
   SECTION 1.13.        ISSUER...........................................................................4
   SECTION 1.14.        OWNER............................................................................5
   SECTION 1.15.        RECEIPTS.........................................................................5
   SECTION 1.16.        REGISTRAR........................................................................5
   SECTION 1.17.        RESTRICTED SECURITIES............................................................5
   SECTION 1.18.        SECURITIES ACT OF 1933...........................................................5
   SECTION 1.19.        SHARES...........................................................................6

ARTICLE 2.        FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND
                  SURRENDER OF RECEIPTS..................................................................6

   SECTION 2.1.      FORM AND TRANSFERABILITY OF RECEIPTS................................................6
   SECTION 2.2.      DEPOSIT OF SHARES...................................................................7
   SECTION 2.3.      EXECUTION AND DELIVERY OF RECEIPTS..................................................8
   SECTION 2.4.      TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP OF RECEIPTS..........................9
   SECTION 2.5.      SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES......................................9
   SECTION 2.6.      LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS..........11
   SECTION 2.7.      LOST RECEIPTS, ETC.................................................................12
   SECTION 2.8.      CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS...............................12
   SECTION 2.9.      PRE-RELEASE OF RECEIPTS............................................................12
   SECTION 2.10.        DIRECT REGISTRATION SYSTEM......................................................13

ARTICLE 3.        CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.............................................15

   SECTION 3.1.      FILING PROOFS, CERTIFICATES AND OTHER INFORMATION..................................15
   SECTION 3.2.      LIABILITY OF OWNER FOR TAXES.......................................................15
   SECTION 3.3.      WARRANTIES ON DEPOSIT OF SHARES....................................................16
   SECTION 3.4.      DISCLOSURE OF INTERESTS............................................................16

ARTICLE 4.        THE DEPOSITED SECURITIES..............................................................18

   SECTION 4.1.      CASH DISTRIBUTIONS.................................................................18
   SECTION 4.2.      DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS....................................19
   SECTION 4.3.      DISTRIBUTIONS IN SHARES............................................................20
   SECTION 4.4.      RIGHTS.............................................................................20
   SECTION 4.5.      CONVERSION OF FOREIGN CURRENCY.....................................................22
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                                    <C>
   SECTION 4.6.      FIXING OF RECORD DATE..............................................................23
   SECTION 4.7.      VOTING OF DEPOSITED SECURITIES.....................................................24
   SECTION 4.8.      CHANGES AFFECTING DEPOSITED SECURITIES.............................................26
   SECTION 4.9.      REPORTS............................................................................27
   SECTION 4.10.        LISTS OF OWNERS.................................................................27
   SECTION 4.11.        WITHHOLDING.....................................................................27

ARTICLE 5.        THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.........................................28

   SECTION 5.1.      MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY.........................28
   SECTION 5.2.      PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE ISSUER.................28
   SECTION 5.3.      OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER........................29
   SECTION 5.4.      RESIGNATION AND REMOVAL OF THE DEPOSITARY..........................................30
   SECTION 5.5.      THE CUSTODIANS.....................................................................31
   SECTION 5.6.      NOTICES AND REPORTS................................................................32
   SECTION 5.7.      DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC.....................................32
   SECTION 5.8.      INDEMNIFICATION....................................................................33
   SECTION 5.9.      CHARGES OF DEPOSITARY..............................................................35
   SECTION 5.10.        RETENTION OF DEPOSITARY DOCUMENTS...............................................36
   SECTION 5.11.        EXCLUSIVITY.....................................................................36
   SECTION 5.12.        LIST OF RESTRICTED SECURITIES OWNERS............................................37

ARTICLE 6.        AMENDMENT AND TERMINATION.............................................................37

   SECTION 6.1.      AMENDMENT..........................................................................37
   SECTION 6.2.      TERMINATION........................................................................37

ARTICLE 7.        MISCELLANEOUS.........................................................................39

   SECTION 7.1.      COUNTERPARTS.......................................................................39
   SECTION 7.2.      NO THIRD PARTY BENEFICIARIES.......................................................39
   SECTION 7.3.      SEVERABILITY.......................................................................39
   SECTION 7.4.      OWNERS AND BENEFICIAL OWNERS AS PARTIES; BINDING EFFECT............................39
   SECTION 7.5.      NOTICES............................................................................39
   SECTION 7.6.      GOVERNING LAW......................................................................40
   SECTION 7.7.      COMPLIANCE WITH U.S. SECURITIES LAWS...............................................40
   SECTION 7.8.      NATIONAL GRID GROUP PLC AS A PARTY TO THE DEPOSIT AGREEMENT........................41
</TABLE>



                                     - ii -

<PAGE>




                         Exhibit A to Deposit Agreement

No.
                           AMERICAN DEPOSITARY SHARES
      (Each American Depositary Share represents five (5) deposited Shares)


                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                           FOR ORDINARY SHARES OF THE
                       PAR VALUE OF 11 13/17 PENCE EACH OF
                             NATIONAL GRID GROUP PLC
               (INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES)

         The Bank of New York as depositary (hereinafter called the
"Depositary"), hereby certifies that ______________________________________, or
registered assigns IS THE OWNER OF

                           AMERICAN DEPOSITARY SHARES

representing deposited Ordinary Shares (herein called "Shares") of National Grid
Group plc, (to be renamed National Grid Holdings One plc) a public limited
company incorporated under the laws of England and Wales (herein called the
"Company" until the Effective Time). At the date hereof, each American
Depositary Share represents five (5) Shares which are either deposited or
subject to deposit under the deposit agreement at the London, England office of
The Bank of New York (herein called the "Custodian"). The Depositary's Corporate
Trust Office is located at a different address than its principal executive
office. Its Corporate Trust Office is located at 101 Barclay Street, New York,
N.Y. 10286, and its principal executive office is located at One Wall Street,
New York, N.Y. 10286.


               THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                    101 BARCLAY STREET, NEW YORK, N.Y. 10286


                                    - iii -
<PAGE>

ARTICLE 8. THE DEPOSIT AGREEMENT.

         This American Depositary Receipt is one of an issue (herein called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the amended and restated deposit agreement, dated as January 31, 2002,
(herein called the "Deposit Agreement"), by and among the Company, New National
Grid plc (to be renamed National Grid Group plc after the Effective Time), the
Depositary, and all Owners 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 become bound by all the terms and conditions thereof. The Deposit
Agreement sets forth the rights of Owners and Beneficial Owners of the 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, securities,
property, and cash are herein called "Deposited Securities"). Copies of the
Deposit Agreement are on file at the Depositary's Corporate Trust Office in New
York City and at the office of the Custodian.

         The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Deposit Agreement and are qualified by
and subject to the detailed provisions of the Deposit Agreement, to which
reference is hereby made. Capitalized terms not defined herein shall have the
meanings set forth in the Deposit Agreement.

ARTICLE 9. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

         Upon surrender at the Corporate Trust Office of the Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this Receipt
and payment of all taxes and governmental charges payable in connection with
such surrender and the withdrawal of Deposited Securities, and subject to the
terms and conditions of the Deposit Agreement, the Owner hereof is entitled to
delivery, to him or upon his order, of the amount of Deposited Securities at the
time represented by the American Depositary Shares for which this Receipt is
issued. Delivery of such Deposited Securities may be made by the delivery of (a)
certificates in the name of the Owner hereof or as ordered by him or by the
delivery of certificates properly endorsed or accompanied by proper instruments
of transfer and (b) any other securities, property and cash to which such Owner
is then entitled in respect of this Receipt. Such delivery will be made without
unreasonable delay, at the option of the Owner hereof, either at the office of
the Custodian or at the Corporate Trust Office of the Depositary, provided that
the forwarding of certificates for Shares or other Deposited Securities for such
delivery at the Corporate Trust Office of the Depositary shall be at the risk
and expense of the Owner hereof. Such direction shall be given by letter, first
class airmail postage prepaid, or, at the request, risk and expense of such
Owner, by air courier, cable, telex or facsimile transmission. Notwithstanding
any other provision of the Deposit Agreement or this


                                     - iv -


<PAGE>


Receipt, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary the Company or the Foreign
Registrar or the deposit of Shares in connection with voting at a shareholders'
meeting, or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities.

ARTICLE 10. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

         The transfer of this Receipt is registrable, without unreasonable
delay, on the books of the Depositary at its Corporate Trust Office by the Owner
hereof in person or by a duly authorized attorney, upon surrender of this
Receipt properly endorsed for transfer or accompanied by proper instruments of
transfer and funds sufficient to pay any applicable transfer taxes and the
expenses of the Depositary and upon compliance with such regulations, if any, as
the Depositary may establish for such purpose. This Receipt may be split into
other such Receipts, or may be combined with other such Receipts into one
Receipt, evidencing the same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, or surrender of
any Receipt or withdrawal of any Deposited Securities, the Depositary, the
Custodian or Registrar may require payment from the presentor of the Receipt of
a sum sufficient to reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto (including any such
tax or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as provided in this Receipt, may require the
production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with any regulations the Depositary
may establish consistent with the provisions of the Deposit Agreement or this
Receipt.

         The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary, the Company or the Foreign Registrar are
closed, or if any such action is deemed necessary or advisable by the Depositary
or the Company at any time or from time to time because of any requirement of
law or of any government or governmental body or commission, or under any
provision of the Deposit Agreement or this Receipt, or for any other reason,
subject to Article (22) hereof. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under the Deposit Agreement
any Shares required to be registered under the provisions of the Securities Act
of 1933, unless a registration statement is in effect as to such Shares.

                                      - v -


<PAGE>




ARTICLE 11. LIABILITY OF OWNER FOR TAXES.

         If any tax or other governmental charge shall become payable with
respect to any Receipt or any Deposited Securities represented hereby, such tax
or other governmental charge shall be payable by the Owner or Beneficial Owner
hereof to the Depositary. The Depositary may refuse to effect any transfer of
this Receipt or any withdrawal of Deposited Securities represented by American
Depositary Shares evidenced by such Receipt until such payment is made, and may
withhold any dividends or other distributions, or may sell for the account of
the Owner or Beneficial Owner hereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by this Receipt, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge and the Owner or Beneficial
Owner hereof shall remain liable for any deficiency.

ARTICLE 12. WARRANTIES OF DEPOSITORS.

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

ARTICLE 13. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

         Any person presenting Shares for deposit or any Owner or Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control
approval, proof of the nature of such person's interest, proof of compliance
with all applicable laws and regulations and with the provisions of or governing
the Deposited Securities and the terms of the Deposit Agreement or such
information relating to the registration on the books of the Company or the
Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Company or the Depositary may deem
necessary or proper or as the Company may reasonably require by written request
to the Depositary or any Custodian. The Depositary may withhold the delivery or
registration of transfer of any Receipt or the distribution of any dividend or
sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. Each
Owner and Beneficial Owner agrees to provide any information requested by the
Company or the Depositary pursuant to Section 3.1 of the Deposit Agreement. No
Share shall be accepted for deposit unless accompanied by evidence

                                     - vi -


<PAGE>


satisfactory to the Depositary that any necessary approval has been granted by
any governmental body in England and Wales which is then performing the function
of the regulation of currency exchange.

ARTICLE 14. CHARGES OF DEPOSITARY.

         The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Company from time to time. Any written agreement signed by the Company and
the Depositary relating to the Depositary's fees and expenses under the Deposit
Agreement shall be binding on the Company and the Depositary until it is
expressly amended or superseded by a subsequent written agreement, irrespective
of whether such agreement was entered into prior to, simultaneously with or
subsequent to the Deposit Agreement, and notwithstanding any provision of the
Deposit Agreement that might be construed to be inconsistent with such
agreement. The Depositary shall present its statement for such charges and
expenses to the Company once every three months. The charges and expenses of the
Custodian are for the sole account of the Depositary.

         The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.3 of the Deposit Agreement), whichever applicable: (1) taxes and other
governmental charges, (2) such registration fees as may from time to time be in
effect for the registration of transfers of Shares generally on the Share
register of the Company or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals hereunder, (3) such cable,
telex and facsimile transmission expenses as are expressly provided in the
Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement,
(5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3
or 4.4, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the
Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or
portion thereof) for any cash distribution made pursuant to the Deposit
Agreement including, but not limited to Sections 4.1 through 4.4 thereof, except
for distributions of cash dividends, and (7) a fee for the distribution of
securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in
an amount equal to the fee for the execution and delivery of American Depositary
Shares referred to above which would have been charged as a result of the
deposit of such securities (for purposes of this clause (7) treating all such
securities as if they were Shares), but which securities are instead distributed
by the Depositary to Owners.


                                    - vii -

<PAGE>


         The Depositary, subject to Article (8) hereof, may own and deal in any
class of securities of the Company and its affiliates and in Receipts.

ARTICLE 15. LOANS AND PRE-RELEASE OF SHARES AND RECEIPTS.

         The Depositary may issue Receipts against the delivery by the Company
(or any agent of the Company recording Share ownership) of rights to receive
Shares from the Company (or any such agent). No such issue of Receipts will be
deemed a "Pre-Release". Unless requested in writing by the Company to cease
doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit
Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant
to Section 2.2 of the Deposit Agreement ("Pre-Release"). The Depositary may,
pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the
receipt and cancellation of Receipts which have been Pre-Released, whether or
not such cancellation is prior to the termination of such Pre-Release or the
Depositary knows that such Receipt has been Pre-Released. The Depositary may
receive Receipts in lieu of Shares in satisfactory of a Pre-Release. Each
Pre-Release will be (a) preceded or accompanied by a written representation and
agreement from the person to whom Receipts are to be delivered (the
"Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the shares or
Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights,
title and interest in such Shares or Receipts, as the case may be, to the
Depositary in its capacity as such and for the benefit of the Owners, and (iii)
will not take any action with respect to such Shares or Receipts, as the case
may be, that is inconsistent with the transfer of beneficial ownership
(including, without the consent of the Depositary, disposing of such Shares or
Receipts, as the case may be), other than in satisfaction of such Pre-Release,
(b) at all times fully collateralized with cash, U.S. government securities or
such other collateral as the Depositary determines, in good faith, will provide
substantially similar liquidity and security, (c) terminable by the Depositary
on not more than five (5) business days notice, and (d) subject to such further
indemnities and credit regulations as the Depositary deems appropriate. The
number of Shares not deposited but represented by American Depositary Shares
outstanding at any time as a result of Pre-Releases will not normally exceed
thirty percent (30%) of the Shares deposited under the Deposit Agreement;
provided, however, that the Depositary reserves the right to disregard such
limit from time to time as it deems reasonably appropriate, and may, with the
prior written consent of the Company, change such limit for purposes of general
application. The Depositary will also set Dollar limits with respect to
Pre-Release transactions to be entered into under the Deposit Agreement with any
particular Pre-Releasee on a case-by-case basis as the Depositary deems
appropriate. For purposes of enabling the Depositary to fulfill its obligations
to the Owners under the Deposit Agreement, the collateral referred to in clause
(b) above shall be held by the Depositary as security for the performance of the
Pre-Releasee's obligations to the Depositary in connection with a Pre-Release
transaction, including the Pre-Releasee's obligation to deliver Shares or
Receipts upon termination of a Pre-Release transaction (and shall not, for the
avoidance of doubt, constitute Deposited Securities hereunder).

                                    - viii -

<PAGE>


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

ARTICLE 16. TITLE TO RECEIPTS.

         It is a condition of this Receipt and every successive Beneficial Owner
and Owner of this Receipt by accepting or holding the same consents and agrees,
that title to this Receipt when properly endorsed or accompanied by proper
instruments of transfer, is transferable in accordance with the terms and
conditions of the Deposit Agreement 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 person in whose name this Receipt is registered on the
books of the Depositary as the absolute owner hereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement or for all
other purposes and neither the Depositary nor the Company shall have any
obligation or be subject to any liability under the Deposit Agreement to any
Beneficial Owner of a Receipt unless such Beneficial Owner is the Owner thereof.

ARTICLE 17. VALIDITY OF RECEIPT.

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

ARTICLE 18. REPORTS; INSPECTION OF TRANSFER BOOKS.

         The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission (hereinafter called the "Commission").

         Such reports and communications will be available for inspection and
copying by Beneficial Owners and Owners at the public reference facilities
maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549.

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



                                     - ix -

<PAGE>


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

ARTICLE 19. DIVIDENDS AND DISTRIBUTIONS.

         Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into United States dollars
transferable to the United States, and subject to the Deposit Agreement, convert
such dividend or distribution into dollars and, if applicable, will distribute
the amount thus received (net of the fees of the Depositary as provided in
Section 5.9 of the Deposit Agreement) to the Owners of Receipts entitled
thereto, provided, however, that in the event that the Company 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 or other governmental charges, the amount distributed to the Owners of the
Receipts evidencing American Depositary Shares representing such Deposited
Securities shall be reduced accordingly.

         Subject to the provisions of Sections 4.11 and 5.9 of the Deposit
Agreement, whenever the Depositary receives any distribution other than a
distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the
Depositary will cause the securities or property received by it to be
distributed to the Owners of Receipts entitled thereto, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the reasonable opinion of the
Depositary such distribution cannot be made proportionately among the Owners of
Receipts entitled thereto, or if for any other reason (including, but not
limited to, any requirement that the Company or the Depositary withhold an
amount on account of taxes or other governmental charges or that such securities
must be registered under the Securities Act of 1933 in order to be distributed
to Owners or Beneficial Owners) the Depositary deems such distribution not to be
feasible, the Depositary may, after notice to the Company, adopt such method as
it may deem equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees of the Depositary as provided in Section 5.9
of the Deposit Agreement) shall be distributed by the Depositary to the Owners
of Receipts entitled thereto as in the case of a distribution received in cash
pursuant to Section 4.1 of the Deposit Agreement.

         If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Company shall so request,


                                     - x -

<PAGE>


distribute to the Owners of outstanding Receipts entitled thereto, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free distribution
subject to the terms and conditions of the Deposit Agreement with respect to the
deposit of Shares and the issuance of American Depositary Shares evidenced by
Receipts, including the withholding of any tax or other governmental charge as
provided in Section 4.11 of the Deposit Agreement and the payment of the fees of
the Depositary as provided in Section 5.9 of the Deposit Agreement. In lieu of
delivering Receipts for fractional American Depositary Shares in any such case,
the Depositary will sell the amount of Shares represented by the aggregate of
such fractions and distribute the net proceeds, all in the manner and subject to
the conditions set forth in the Deposit Agreement. If additional Receipts are
not so distributed, each American Depositary Share shall thenceforth also
represent the additional Shares distributed upon the Deposited Securities
represented thereby.

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

ARTICLE 20. CONVERSION OF FOREIGN CURRENCY.

         Whenever the Depositary or the Custodian shall receive foreign
currency, by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars
transferred to the United States, the Depositary shall convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to the Owners
entitled thereto or, if the Depositary shall have distributed any warrants or
other instruments which entitle the holders thereof to such Dollars, then to the
holders of such warrants and/or instruments upon surrender thereof for
cancellation in whole or in part depending on the terms of such warrants or
other instruments. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Owners on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and
shall be net of any expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.9 of the Deposit Agreement.



                                     - xi -

<PAGE>


         If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem desirable;
provided, however, that the Company shall not be obligated to make any such
filings.

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

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

ARTICLE 21. RIGHTS.

         In the event that the Company shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary, after consultation
with the Company, shall have discretion as to the procedure to be followed in
making such rights available to any Owners or in disposing of such rights on
behalf of any Owners and making the net proceeds available in Dollars to such
Owners or, if by the terms of such rights offering or, for any other reason, the
Depositary may not either make such rights available to any Owners or dispose of
such rights and make the net proceeds available to such Owners, then the
Depositary shall allow the rights to lapse. If at the time of the offering of
any rights the Depositary determines in its discretion, after consultation with
the Company, that it is lawful and feasible to make such rights available to all
Owners or to certain Owners but not to other Owners, the Depositary may
distribute, to any Owner to whom it determines the distribution to be lawful and
feasible, in proportion to the number of American Depositary Shares held by such
Owner, warrants or other instruments therefor in such form as it, after
consultation with the Company, deems appropriate. The Depositary shall not be
responsible for any failure to determine that it may be lawful or feasible to
make such rights available to Owners in general or any Owner in particular.


                                    - xii -

<PAGE>


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

         If the Depositary has distributed warrants or other instruments for
rights to all or certain Owners, then upon instruction from such an Owner
pursuant to such warrants or other instruments to the Depositary from such Owner
to exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees of the
Depositary and any other charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the Shares, and the Company shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner. As agent for such Owner,
the Depositary will cause the Shares so purchased to be deposited pursuant to
Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the
Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a
distribution pursuant to the second paragraph of this Article, such Receipts
shall be legended in accordance with applicable U.S. laws, and shall be subject
to the appropriate restrictions on sale, deposit, cancellation, and transfer
under such laws.

         If the Depositary determines in its discretion, after consultation with
the Company, that it is not lawful and feasible to make such rights available to
all or certain Owners, it may sell the rights, warrants or other instruments in
proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights
available, and allocate the net proceeds of such sales (net of the fees of the
Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and
governmental charges payable in connection with such rights and subject to the
terms and conditions of this Deposit Agreement) for the account of such Owners
otherwise entitled to such rights, warrants or other instruments, upon an
averaged or other practical basis without regard to any distinctions among such
Owners because of exchange restrictions or the date of delivery of any Receipt
or otherwise.

         The Depositary will not offer rights to Owners unless both the rights
and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933 with respect to a distribution to
Owners or are registered under the provisions of such Act. Nothing in the
Deposit Agreement shall create, or be construed to create, any obligation on the
part of the Company to file a registration statement with respect to such rights
or underlying securities or to endeavor to have a registration


                                    - xiii -


<PAGE>


statement declared effective. If an Owner of Receipts requests distribution of
warrants or other instruments, notwithstanding that there has been no such
registration under such Act, the Depositary shall not effect such distribution
unless it has received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such distribution to
such Owner is exempt from such registration.

         The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Owners in
general or any Owner in particular.

ARTICLE 22. RECORD DATES.

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

ARTICLE 23. VOTING OF DEPOSITED SECURITIES.

         Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, the Depositary shall, as soon as practicable thereafter,
mail to the Owners of Receipts a notice, the form of which notice shall be in
the sole discretion of the Depositary, which shall contain (a) such information
as is contained in such notice of meeting, and (b) a statement that the Owners
of Receipts as of the close of business on a specified record date will be
entitled, subject to any applicable provision of the laws of England and Wales,
of the Memorandum and Articles of Association of the Company and of the Shares
or other Deposited Securities, to instruct the Depositary as to the exercise of
the voting rights, if any, pertaining to the amount of Shares or other Deposited
Securities represented by their respective American Depositary Shares. Upon the
written request of an Owner of a Receipt on such record date, received on or
before the date established by the Depositary for such purpose (the "Instruction
Date"), the Depositary shall vote or cause to be voted the amount of Shares or
other Deposited Securities represented by such American Depositary Shares
evidenced by such Receipt in accordance with the instructions set forth in such
request. The Depositary shall not vote or attempt to exercise



                                    - xiv -

<PAGE>


the right to vote that attaches to the Shares or other Deposited Securities,
other than in accordance with such instructions.

         Notwithstanding anything in Sections 4.7 or 6.1 of the Deposit
Agreement to the contrary, the Depositary and the Company may modify, amend or
adopt additional voting procedures at any time or from time to time as they
determine may be necessary or appropriate.

         There can be no assurance that Owners generally or any Owner in
particular will receive the notice described in Section 4.7 of the Deposit
Agreement sufficiently prior to the Instruction Date to ensure that the
Depositary will vote the Shares or Deposited Securities in accordance with the
provisions set forth in Section 4.7 of the Deposit Agreement.

ARTICLE 24. CHANGES AFFECTING DEPOSITED SECURITIES.

         In circumstances where the provisions of Section 4.3 of the Deposit
Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation, or sale
of assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary or a Custodian in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary Shares
shall thenceforth represent, in addition to the existing Deposited Securities,
the new Deposited Securities so received in exchange or conversion, unless
additional Receipts are delivered pursuant to the following sentence. In any
such case the Depositary may, and shall if the Company shall so request, execute
and deliver additional Receipts as in the case of a dividend on the Shares, or
call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.

ARTICLE 25. LIABILITY OF THE COMPANY AND DEPOSITARY.

         Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law of the United States or any other country, or of any other
governmental or regulatory authority, or by reason of any provision, present or
future, of the Memorandum and Articles of Association of the Company, or by
reason of any act of God or war or other circumstances beyond its control, the
Depositary or the Company or any of their respective directors, employees,
agents or affiliates shall be prevented or forbidden from or be subject to any
civil or criminal penalty on account of doing or performing any act or thing
which by the terms of the Deposit Agreement it is provided shall be done or
performed; nor shall the Depositary, the Company or any of their respective
directors,


                                     - xv -

<PAGE>


employees, agents or affiliates incur any liability to any Owner or Beneficial
Owner of a Receipt by reason of any non- performance or delay, caused as
aforesaid, in the performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise, any discretion provided for in the
Deposit Agreement. Where, by the terms of a distribution pursuant to Sections
4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution
pursuant to Section 4.4 of the Deposit Agreement, such distribution or offering
may not be made available to Owners of Receipts, and the Depositary may not
dispose of such distribution or offering on behalf of such Owners and make the
net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse.
Neither the Company nor the Depositary, nor any of their respective directors,
employees, agents or affiliates assume any obligation nor shall any of them be
subject to any liability under the Deposit Agreement to Owners or Beneficial
Owners of Receipts, except that they agree to perform their obligations
specifically set forth in the Deposit Agreement without negligence or bad faith.
The Depositary shall not be subject to any liability with respect to the
validity or worth of the Deposited Securities. Neither the Depositary nor the
Company nor any of their respective directors, employees, agents or affiliates
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 their respective reasonable opinions may involve them
in expense or liability, unless indemnity satisfactory to it against all expense
and liability shall be furnished as often as may be required, and the Custodian
shall not be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodian being solely to the Depositary. Neither the
Depositary nor the Company nor any of their respective directors, employees,
agents or affiliates shall be liable for any action or nonaction by any of them
in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or Beneficial Owner of a
Receipt, or any other person believed by any of them in good faith to be
competent to give such advice or information. Each of the Depositary, the
Company and their respective directors, employees, agents and affiliates may
rely and shall be protected in acting upon any written notice, request or
direction or other document believed by such person to be genuine and to have
been signed or presented by the proper party or parties. The Depositary shall
not be liable for any acts or omissions made by a successor depositary whether
in connection with a previous act or omission of the Depositary or in connection
with a matter arising wholly after the removal or resignation of the Depositary,
provided that in connection with the issue out of which such potential liability
arises the Depositary performed its obligations without negligence or bad faith
while it acted as Depositary. The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or the effect of any such vote,
provided that any such action or nonaction is in good faith. The Company agrees
to indemnify the Depositary, its directors, employees, agents and affiliates and
any Custodian against, and hold each of them harmless from, any liability or

                                    - xvi -


<PAGE>


expense (including, but not limited to, the reasonable fees and expenses of
counsel) which may arise out of acts performed or omitted, in accordance with
the provisions of the Deposit Agreement and of the Receipts, as the same may be
amended, modified, or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates. No disclaimer of liability under the
Securities Act of 1933 is intended by any provision of the Deposit Agreement.

ARTICLE 26. RESIGNATION AND REMOVAL OF THE DEPOSITARY.

         The Depositary may at any time resign as Depositary hereunder by
written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. Whenever
the Depositary in its discretion determines that it is in the best interest of
the Owners of Receipts to do so, it may appoint a substitute or additional
custodian or custodians.

ARTICLE 27. AMENDMENT.

         The form of the Receipts and any provisions of the Deposit Agreement
may at any time and from time to time be amended by agreement between the
Company and the Depositary without the consent of Owners or Beneficial Owners of
Receipts in any respect which they may deem necessary or desirable. Any
amendment which shall impose or increase any fees or charges (other than taxes
and other governmental charges, registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners (other than the
modification of voting procedures as provided in paragraph 16 hereof) of
Receipts, shall, however, not become effective as to outstanding Receipts until
the expiration of thirty days after notice of such amendment shall have been
given to the Owners of outstanding Receipts. Every Owner of a Receipt at the
time any amendment so becomes effective shall be deemed, by continuing to hold
such Receipt, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the
right of the Owner of any Receipt to surrender such Receipt and receive therefor
the Deposited Securities represented thereby except in order to comply with
mandatory provisions of applicable law.

ARTICLE 28. TERMINATION OF DEPOSIT AGREEMENT.

         The Depositary shall at any time at the direction of the Company
terminate the Deposit Agreement by mailing notice of such termination to the
Owners of all Receipts

                                    - xvii -

<PAGE>


then outstanding at least 30 days prior to the date fixed in such notice for
such termination. The Depositary may likewise terminate the Deposit Agreement by
mailing notice of such termination to the Company and the Owners of all Receipts
then outstanding if at any time 30 days shall have expired after the Depositary
shall have delivered to the Company a written notice of its election to resign
and a successor depositary shall not have been appointed and accepted its
appointment as provided in the Deposit Agreement. On and after the date of
termination, the Owner of a Receipt, will upon (a) surrender of such Receipt at
the Corporate Trust Office of the Depositary, (b) payment of the fee of the
Depositary for the surrender of Receipts referred to in Section 2.5 of the
Deposit Agreement, and (c) payment of any applicable taxes or governmental
charges, will be entitled to delivery, to him or upon his order, of the amount
of Deposited Securities represented by the American Depositary Shares evidenced
by such Receipt. If any Receipts shall remain outstanding after the date of
termination, the Depositary thereafter shall discontinue the registration of
transfers of Receipts, shall suspend the distribution of dividends to the Owners
thereof, and shall not give any further notices or perform any further acts
under the Deposit Agreement, except that the Depositary shall continue to
collect dividends and other distributions pertaining to Deposited Securities,
shall sell rights as provided in the Deposit Agreement, and shall continue to
deliver Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes
or governmental charges). At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited Securities then held
under the Deposit Agreement and may thereafter hold uninvested the net proceeds
of any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the
Owners of Receipts which have not theretofore been surrendered, such Owners
thereupon becoming general creditors of the Depositary with respect to such net
proceeds. After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement, except to account for such net proceeds
and other cash (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges). Upon the termination of the
Deposit Agreement, the Company shall be discharged from all obligations under
the Deposit Agreement except for its obligations to the Depositary with respect
to indemnification, charges, and expenses.


                                   - xviii -


<PAGE>




ARTICLE 29. DISCLOSURE OF INTERESTS.

         Notwithstanding any other provision of the Deposit Agreement, the
Memorandum and Articles of Association of the Company or applicable English law,
each Owner and Beneficial Owner agrees to be bound by and subject to applicable
provisions of the U.K. Companies Act, 1985 and the Memorandum and Articles of
Association of the Company, summarized below, to the same extent as if such
Owner and Beneficial Owner held Shares directly. The Company has informed the
Depositary that the following information is accurate as the Depositary has made
no independent investigation regarding such information.

         (a) A holder of Shares in the Company may lose the right to vote its
Shares if it or any other person appearing to be interested in shares held by it
fails to comply within a prescribed period of time with a request by the Company
under the U.K. Companies Act, 1985 to give certain information with respect to
past or present ownership or interests in such Shares. In the case of holders of
more than 0.25% in nominal amount of the share capital of the Company (or any
class thereof), in addition of disenfranchisement, the sanctions that may be
applied by the Company include withholding of the right to receive payment of
dividends and other monies payable on, and restrictions on transfers of the
relevant Shares.

         (b) Section 198 of the U.K. Companies Act, 1985 provides that a person
(including a company and other legal entities) that acquires an interest of 3
percent or more of any class of shares (including through American Depositary
Receipts) comprised in an English public company's "relevant share capital"
(i.e., the Company's issued share capital carrying the right to vote in all
circumstances at a general meeting of the Company) is required to notify the
company of its interest within two business days following the day on which the
obligation arises. After the 3 percent level is exceeded, similar notifications
must be made in respect of increases or decreases through a whole percentage
point.

         For purposes of such notification obligation, the interest of a person
in shares means any kind of interest in shares including interests in any shares
(a) in which a spouse, or child or stepchild under the age of 18, is interested,
(b) in which a corporate body is interested and either (i) that corporate body
or its directors generally act in accordance with that person's directions or
instructions or (ii) that person controls one-third or more of the voting power
of that corporate body or (c) in which another party is interested and the
person and that other party are parties to a "concert party" agreement under
Section 204 of the U.K. Companies Act, 1985. A concert party agreement is one
which provides for one or more parties to acquire interests in shares of a
particular company and imposes obligations or restrictions on any one of the
parties as to the use,


                                    - xix -


<PAGE>


retention or disposal of such interests acquired pursuant to such agreement and
any interest in the company's shares is in fact acquired by any of the parties
pursuant to the agreement. Certain interests (e.g., those held by certain
investment fund managers) may be disregarded for the purposes of calculating the
3 percent threshold, but the obligations of disclosure will still apply where
such interests exceed 10 percent or more of any class of the company's relevant
share capital and to increases or decreases through a whole percentage point
thereafter.

         In addition, Section 212 of the U.K. Companies Act, 1985 provides that
a public company may by written notice require a person whom the company knows
or has reasonable cause to believe to be, or to have been at any time during the
three years immediately preceding the date on which the notice is issued,
interested in shares consisting of the company's "relevant share capital" to
confirm that fact or to indicate whether or not that is the case, and where such
person holds or during the relevant time had held an interest in such shares, to
give such further information as may be required relating to such interest and
any other interest in the shares of which such person is aware.

         Where notice is served by a company under the foregoing provisions on a
person who is or was interested in shares of the company and that person fails
to give the company any information required by the notice within the time
specified in the notice, the company may apply to the English court for an order
directing that the shares in question be subject to restrictions prohibiting,
among other things, any transfer of those shares, the taking up of rights in
respect of such shares and, other than on liquidation, payments in respect of
such shares.

         A person who fails to fulfill the obligations imposed by Sections 198
and 212 of the Companies Act described above is subject to criminal penalties.

         (c) The Depositary agrees to use reasonable efforts to forward to any
Owners at the request of the Company and at the Company's expense, any request
by the Company for information and to comply with any instructions of the
Company, to the extent reasonably practicable, given to effectuate the foregoing
restrictions. If the Company requests information from the Depositary or the
Custodian, as the registered owners of Shares, pursuant to the Memorandum and
Articles of Association of the Company or the U.K. Companies Act, 1985, the
obligations of the Depositary or the Custodian, as the case may be, shall be
limited to disclosing to the Company such information relating to the Shares in
question as has in each case been recorded by it pursuant to the terms of the
Deposit Agreement.

ARTICLE 30. COMPLIANCE WITH U.S. SECURITIES LAWS.

         Notwithstanding anything in the Deposit Agreement or this Receipt to
the contrary, the Company and the Depositary each agrees that it will not
exercise any rights it has under the Deposit Agreement to prevent the withdrawal
or delivery of Deposited


                                     - xx -

<PAGE>


         Securities in a manner which would violate the U.S. securities laws,
including, but not limited to, Section I.A.(1) of the General Instructions to
the Form F-6 Registration Statement, as amended from time to time, under the
Securities Act of 1933.


                                    - xxi -

<PAGE>



                         Exhibit B to Deposit Agreement

No.
                           AMERICAN DEPOSITARY SHARES
      (Each American Depositary Share represents five (5) deposited Shares)


                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                           FOR ORDINARY SHARES OF THE
                          PAR VALUE OF 10 PENCE EACH OF
                             NATIONAL GRID GROUP PLC
               (INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES)

         The Bank of New York as depositary (hereinafter called the
"Depositary"), hereby certifies that ___________________________________, or
registered assigns IS THE OWNER OF

                           AMERICAN DEPOSITARY SHARES

representing deposited Ordinary Shares (herein called "Shares") of New National
Grid plc (to be renamed National Grid Group plc after the Effective Time), a
public limited company incorporated under the laws of England and Wales (herein
called the "Company"). At the date hereof, each American Depositary Share
represents five (5) Shares which are either deposited or subject to deposit
under the deposit agreement at the London, England office of The Bank of New
York (herein called the "Custodian"). The Depositary's Corporate Trust Office is
located at a different address than its principal executive office. Its
Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286,
and its principal executive office is located at One Wall Street, New York, N.Y.
10286.


               THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                    101 BARCLAY STREET, NEW YORK, N.Y. 10286


                                    - xxii -
<PAGE>


ARTICLE 31. THE DEPOSIT AGREEMENT.

         This American Depositary Receipt is one of an issue (herein called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as January 31, 2002, (herein called the "Deposit
Agreement"), by and among the Company, National Grid Group plc (to be renamed
National Grid Holdings One plc after the Effective Time), the Depositary, and
all Owners 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 become bound by all the terms and conditions thereof. The Deposit Agreement
sets forth the rights of Owners and Beneficial Owners of the 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, securities,
property, and cash are herein called "Deposited Securities"). Copies of the
Deposit Agreement are on file at the Depositary's Corporate Trust Office in New
York City and at the office of the Custodian.

         The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Deposit Agreement and are qualified by
and subject to the detailed provisions of the Deposit Agreement, to which
reference is hereby made. Capitalized terms not defined herein shall have the
meanings set forth in the Deposit Agreement.

ARTICLE 32. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

         Upon surrender at the Corporate Trust Office of the Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this Receipt
and payment of all taxes and governmental charges payable in connection with
such surrender and the withdrawal of Deposited Securities, and subject to the
terms and conditions of the Deposit Agreement, the Owner hereof is entitled to
delivery, to him or upon his order, of the amount of Deposited Securities at the
time represented by the American Depositary Shares for which this Receipt is
issued. Delivery of such Deposited Securities may be made by the delivery of (a)
certificates in the name of the Owner hereof or as ordered by him or by the
delivery of certificates properly endorsed or accompanied by proper instruments
of transfer and (b) any other securities, property and cash to which such Owner
is then entitled in respect of this Receipt. Such delivery will be made without
unreasonable delay, at the option of the Owner hereof, either at the office of
the Custodian or at the Corporate Trust Office of the Depositary, provided that
the forwarding of certificates for Shares or other Deposited Securities for such
delivery at the Corporate Trust Office of the Depositary shall be at the risk
and expense of the Owner hereof. Such direction shall be given by letter, first
class airmail postage prepaid, or, at the request, risk and expense of such
Owner, by air courier, cable, telex or facsimile


                                   - xxiii -


<PAGE>


transmission. Notwithstanding any other provision of the Deposit Agreement or
this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary the Company or the Foreign
Registrar or the deposit of Shares in connection with voting at a shareholders'
meeting, or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities.

ARTICLE 33. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

         The transfer of this Receipt is registrable, without unreasonable
delay, on the books of the Depositary at its Corporate Trust Office by the Owner
hereof in person or by a duly authorized attorney, upon surrender of this
Receipt properly endorsed for transfer or accompanied by proper instruments of
transfer and funds sufficient to pay any applicable transfer taxes and the
expenses of the Depositary and upon compliance with such regulations, if any, as
the Depositary may establish for such purpose. This Receipt may be split into
other such Receipts, or may be combined with other such Receipts into one
Receipt, evidencing the same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, or surrender of
any Receipt or withdrawal of any Deposited Securities, the Depositary, the
Custodian or Registrar may require payment from the presentor of the Receipt of
a sum sufficient to reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto (including any such
tax or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as provided in this Receipt, may require the
production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with any regulations the Depositary
may establish consistent with the provisions of the Deposit Agreement or this
Receipt.

         The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary, the Company or the Foreign Registrar are
closed, or if any such action is deemed necessary or advisable by the Depositary
or the Company at any time or from time to time because of any requirement of
law or of any government or governmental body or commission, or under any
provision of the Deposit Agreement or this Receipt, or for any other reason,
subject to Article (22) hereof. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under the Deposit Agreement
any Shares required to be registered under the provisions of the Securities Act
of 1933, unless a registration statement is in effect as to such Shares.



                                    - xxiv -

<PAGE>




ARTICLE 34. LIABILITY OF OWNER FOR TAXES.

         If any tax or other governmental charge shall become payable with
respect to any Receipt or any Deposited Securities represented hereby, such tax
or other governmental charge shall be payable by the Owner or Beneficial Owner
hereof to the Depositary. The Depositary may refuse to effect any transfer of
this Receipt or any withdrawal of Deposited Securities represented by American
Depositary Shares evidenced by such Receipt until such payment is made, and may
withhold any dividends or other distributions, or may sell for the account of
the Owner or Beneficial Owner hereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by this Receipt, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge and the Owner or Beneficial
Owner hereof shall remain liable for any deficiency.

ARTICLE 35. WARRANTIES OF DEPOSITORS.

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

ARTICLE 36. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

         Any person presenting Shares for deposit or any Owner or Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control
approval, proof of the nature of such person's interest, proof of compliance
with all applicable laws and regulations and with the provisions of or governing
the Deposited Securities and the terms of the Deposit Agreement or such
information relating to the registration on the books of the Company or the
Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Company or the Depositary may deem
necessary or proper or as the Company may reasonably require by written request
to the Depositary or any Custodian. The Depositary may withhold the delivery or
registration of transfer of any Receipt or the distribution of any dividend or
sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. Each
Owner and Beneficial Owner agrees to provide any information requested by the
Company or the Depositary pursuant to Section 3.1 of the Deposit Agreement. No
Share shall be accepted for deposit unless accompanied by evidence


                                    - xxv -


<PAGE>


satisfactory to the Depositary that any necessary approval has been granted by
any governmental body in England and Wales which is then performing the function
of the regulation of currency exchange.

ARTICLE 37. CHARGES OF DEPOSITARY.

         The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Company from time to time. Any written agreement signed by the Company and
the Depositary relating to the Depositary's fees and expenses under the Deposit
Agreement shall be binding on the Company and the Depositary until it is
expressly amended or superseded by a subsequent written agreement, irrespective
of whether such agreement was entered into prior to, simultaneously with or
subsequent to the Deposit Agreement, and notwithstanding any provision of the
Deposit Agreement that might be construed to be inconsistent with such
agreement. The Depositary shall present its statement for such charges and
expenses to the Company once every three months. The charges and expenses of the
Custodian are for the sole account of the Depositary.

         The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.3 of the Deposit Agreement), whichever applicable: (1) taxes and other
governmental charges, (2) such registration fees as may from time to time be in
effect for the registration of transfers of Shares generally on the Share
register of the Company or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals hereunder, (3) such cable,
telex and facsimile transmission expenses as are expressly provided in the
Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement,
(5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3
or 4.4, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the
Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or
portion thereof) for any cash distribution made pursuant to the Deposit
Agreement including, but not limited to Sections 4.1 through 4.4 thereof, except
for distributions of cash dividends, and (7) a fee for the distribution of
securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in
an amount equal to the fee for the execution and delivery of American Depositary
Shares referred to above which would have been charged as a result of the
deposit of such securities (for purposes of this clause (7) treating all such
securities as if they were Shares), but which securities are instead distributed
by the Depositary to Owners.


                                    - xxvi -

<PAGE>


         The Depositary, subject to Article (8) hereof, may own and deal in any
class of securities of the Company and its affiliates and in Receipts.

ARTICLE 38. LOANS AND PRE-RELEASE OF SHARES AND RECEIPTS.

         The Depositary may issue Receipts against the delivery by the Company
(or any agent of the Company recording Share ownership) of rights to receive
Shares from the Company (or any such agent). No such issue of Receipts will be
deemed a "Pre-Release". Unless requested in writing by the Company to cease
doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit
Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant
to Section 2.2 of the Deposit Agreement ("Pre-Release"). The Depositary may,
pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the
receipt and cancellation of Receipts which have been Pre-Released, whether or
not such cancellation is prior to the termination of such Pre-Release or the
Depositary knows that such Receipt has been Pre-Released. The Depositary may
receive Receipts in lieu of Shares in satisfactory of a Pre-Release. Each
Pre-Release will be (a) preceded or accompanied by a written representation and
agreement from the person to whom Receipts are to be delivered (the
"Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the shares or
Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights,
title and interest in such Shares or Receipts, as the case may be, to the
Depositary in its capacity as such and for the benefit of the Owners, and (iii)
will not take any action with respect to such Shares or Receipts, as the case
may be, that is inconsistent with the transfer of beneficial ownership
(including, without the consent of the Depositary, disposing of such Shares or
Receipts, as the case may be), other than in satisfaction of such Pre-Release,
(b) at all times fully collateralized with cash, U.S. government securities or
such other collateral as the Depositary determines, in good faith, will provide
substantially similar liquidity and security, (c) terminable by the Depositary
on not more than five (5) business days notice, and (d) subject to such further
indemnities and credit regulations as the Depositary deems appropriate. The
number of Shares not deposited but represented by American Depositary Shares
outstanding at any time as a result of Pre-Releases will not normally exceed
thirty percent (30%) of the Shares deposited under the Deposit Agreement;
provided, however, that the Depositary reserves the right to disregard such
limit from time to time as it deems reasonably appropriate, and may, with the
prior written consent of the Company, change such limit for purposes of general
application. The Depositary will also set Dollar limits with respect to
Pre-Release transactions to be entered into under the Deposit Agreement with any
particular Pre-Releasee on a case-by-case basis as the Depositary deems
appropriate. For purposes of enabling the Depositary to fulfill its obligations
to the Owners under the Deposit Agreement, the collateral referred to in clause
(b) above shall be held by the Depositary as security for the performance of the
Pre-Releasee's obligations to the Depositary in connection with a Pre-Release
transaction, including the Pre-Releasee's obligation to deliver Shares or
Receipts upon termination of a Pre-Release transaction (and shall not, for the
avoidance of doubt, constitute Deposited Securities hereunder).



                                   - xxvii -

<PAGE>


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

ARTICLE 39. TITLE TO RECEIPTS.

         It is a condition of this Receipt and every successive Beneficial Owner
and Owner of this Receipt by accepting or holding the same consents and agrees,
that title to this Receipt when properly endorsed or accompanied by proper
instruments of transfer, is transferable in accordance with the terms and
conditions of the Deposit Agreement 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 person in whose name this Receipt is registered on the
books of the Depositary as the absolute owner hereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement or for all
other purposes and neither the Depositary nor the Company shall have any
obligation or be subject to any liability under the Deposit Agreement to any
Beneficial Owner of a Receipt unless such Beneficial Owner is the Owner thereof.

ARTICLE 40. VALIDITY OF RECEIPT.

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

ARTICLE 41. REPORTS; INSPECTION OF TRANSFER BOOKS.

         The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission (hereinafter called the "Commission").

         Such reports and communications will be available for inspection and
copying by Beneficial Owners and Owners at the public reference facilities
maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549.

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


                                   - xxviii -


<PAGE>


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

ARTICLE 42. DIVIDENDS AND DISTRIBUTIONS.

         Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into United States dollars
transferable to the United States, and subject to the Deposit Agreement, convert
such dividend or distribution into dollars and, if applicable, will distribute
the amount thus received (net of the fees of the Depositary as provided in
Section 5.9 of the Deposit Agreement) to the Owners of Receipts entitled
thereto, provided, however, that in the event that the Company 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 or other governmental charges, the amount distributed to the Owners of the
Receipts evidencing American Depositary Shares representing such Deposited
Securities shall be reduced accordingly.

         Subject to the provisions of Sections 4.11 and 5.9 of the Deposit
Agreement, whenever the Depositary receives any distribution other than a
distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the
Depositary will cause the securities or property received by it to be
distributed to the Owners of Receipts entitled thereto, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the reasonable opinion of the
Depositary such distribution cannot be made proportionately among the Owners of
Receipts entitled thereto, or if for any other reason (including, but not
limited to, any requirement that the Company or the Depositary withhold an
amount on account of taxes or other governmental charges or that such securities
must be registered under the Securities Act of 1933 in order to be distributed
to Owners or Beneficial Owners) the Depositary deems such distribution not to be
feasible, the Depositary may, after notice to the Company, adopt such method as
it may deem equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees of the Depositary as provided in Section 5.9
of the Deposit Agreement) shall be distributed by the Depositary to the Owners
of Receipts entitled thereto as in the case of a distribution received in cash
pursuant to Section 4.1 of the Deposit Agreement.

         If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Company shall so request,


                                    - xxix -

<PAGE>


distribute to the Owners of outstanding Receipts entitled thereto, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free distribution
subject to the terms and conditions of the Deposit Agreement with respect to the
deposit of Shares and the issuance of American Depositary Shares evidenced by
Receipts, including the withholding of any tax or other governmental charge as
provided in Section 4.11 of the Deposit Agreement and the payment of the fees of
the Depositary as provided in Section 5.9 of the Deposit Agreement. In lieu of
delivering Receipts for fractional American Depositary Shares in any such case,
the Depositary will sell the amount of Shares represented by the aggregate of
such fractions and distribute the net proceeds, all in the manner and subject to
the conditions set forth in the Deposit Agreement. If additional Receipts are
not so distributed, each American Depositary Share shall thenceforth also
represent the additional Shares distributed upon the Deposited Securities
represented thereby.

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

ARTICLE 43. CONVERSION OF FOREIGN CURRENCY.

         Whenever the Depositary or the Custodian shall receive foreign
currency, by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars
transferred to the United States, the Depositary shall convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to the Owners
entitled thereto or, if the Depositary shall have distributed any warrants or
other instruments which entitle the holders thereof to such Dollars, then to the
holders of such warrants and/or instruments upon surrender thereof for
cancellation in whole or in part depending on the terms of such warrants or
other instruments. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Owners on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and
shall be net of any expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.9 of the Deposit Agreement.


                                    - xxx -

<PAGE>


         If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem desirable;
provided, however, that the Company shall not be obligated to make any such
filings.

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

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

ARTICLE 44. RIGHTS.

         In the event that the Company shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary, after consultation
with the Company, shall have discretion as to the procedure to be followed in
making such rights available to any Owners or in disposing of such rights on
behalf of any Owners and making the net proceeds available in Dollars to such
Owners or, if by the terms of such rights offering or, for any other reason, the
Depositary may not either make such rights available to any Owners or dispose of
such rights and make the net proceeds available to such Owners, then the
Depositary shall allow the rights to lapse. If at the time of the offering of
any rights the Depositary determines in its discretion, after consultation with
the Company, that it is lawful and feasible to make such rights available to all
Owners or to certain Owners but not to other Owners, the Depositary may
distribute, to any Owner to whom it determines the distribution to be lawful and
feasible, in proportion to the number of American Depositary Shares held by such
Owner, warrants or other instruments therefor in such form as it, after
consultation with the Company, deems appropriate. The Depositary shall not be
responsible for any failure to determine that it may be lawful or feasible to
make such rights available to Owners in general or any Owner in particular.


                                    - xxxi -

<PAGE>


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

         If the Depositary has distributed warrants or other instruments for
rights to all or certain Owners, then upon instruction from such an Owner
pursuant to such warrants or other instruments to the Depositary from such Owner
to exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees of the
Depositary and any other charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the Shares, and the Company shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner. As agent for such Owner,
the Depositary will cause the Shares so purchased to be deposited pursuant to
Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the
Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a
distribution pursuant to the second paragraph of this Article, such Receipts
shall be legended in accordance with applicable U.S. laws, and shall be subject
to the appropriate restrictions on sale, deposit, cancellation, and transfer
under such laws.

         If the Depositary determines in its discretion, after consultation with
the Company, that it is not lawful and feasible to make such rights available to
all or certain Owners, it may sell the rights, warrants or other instruments in
proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights
available, and allocate the net proceeds of such sales (net of the fees of the
Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and
governmental charges payable in connection with such rights and subject to the
terms and conditions of this Deposit Agreement) for the account of such Owners
otherwise entitled to such rights, warrants or other instruments, upon an
averaged or other practical basis without regard to any distinctions among such
Owners because of exchange restrictions or the date of delivery of any Receipt
or otherwise.

         The Depositary will not offer rights to Owners unless both the rights
and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933 with respect to a distribution to
Owners or are registered under the provisions of such Act. Nothing in the
Deposit Agreement shall create, or be construed to create, any obligation on the
part of the Company to file a registration statement with respect to such rights
or underlying securities or to endeavor to have a registration


                                   - xxxii -

<PAGE>


statement declared effective. If an Owner of Receipts requests distribution of
warrants or other instruments, notwithstanding that there has been no such
registration under such Act, the Depositary shall not effect such distribution
unless it has received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such distribution to
such Owner is exempt from such registration.

         The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Owners in
general or any Owner in particular.

ARTICLE 45. RECORD DATES.

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

ARTICLE 46. VOTING OF DEPOSITED SECURITIES.

         Subject to and in accordance with the Articles of Association of the
Company, the Depositary hereby irrevocably appoints (or, if the Deposited
Securities are registered in the name of or held by its nominee, shall procure
that its nominee shall irrevocably appoint) each Owner for the time being on the
record date (the "Voting Record Date") fixed by the Depositary in accordance
with Section 4.06 of the Deposit Agreement in respect of any meeting (including
any adjourned meeting) at which holders of Deposited Securities are entitled to
vote as its proxy to attend, vote and speak at the relevant meeting (or any
adjournment thereof) as provided in the Articles of Association of the Company
in respect of the Deposited Securities represented by the American Depositary
Shares evidenced by the Receipts held by such Owner on the Voting Record Date,
and by reason of that appointment in respect of any such meeting each such Owner
shall be constituted the agent of the Depositary to appoint (in relation to
those Deposited Securities) in the name of the Depositary either a person
nominated by the Depositary or any other person as proxy to attend, vote and
speak as the Owner may instruct, subject to and in accordance with the
provisions of Section 4.7 of the Deposit Agreement and the Articles


                                   - xxxiii -

<PAGE>


of Association of the Company (and if the Deposited Securities are registered in
the name of or held by the nominee of the Depositary, the Depositary shall
procure that the nominee duly constitutes each such Owner as its agent for that
purpose). As soon as practicable after receipt of notice of any meeting at which
the holders of Deposited Securities are entitled to vote, or of solicitation of
consents or proxies from holders of Deposited Securities, the Depositary shall,
in accordance with Section 4.06 of the Deposit Agreement, fix the Voting Record
Date in respect of such meeting or solicitation. The Depositary or, if the
Company so determines, the Company shall mail to Owners of record on such Voting
Record Date: (a) such information as is contained in such notice of meeting or
in the solicitation materials, (b) a Receipt proxy card in a form prepared by
the Depositary, after consultation with the Company, (c) a statement that each
Owner of Record at the close of business on the Voting Record Date will be
entitled, subject to any applicable law, the Company's Articles of Association
and the provisions of or governing the Deposited Securities, either (i) to use
such Receipt proxy card at that meeting as written evidence of the appointment
of that Owner in accordance with this Section in order to attend, vote and speak
at such meeting solely with respect to the Shares or other Deposited Securities
represented by American Depositary Shares evidenced by such Owner's Receipts or
(ii) as the agent of the Depositary (or its nominee) to appoint any other person
as proxy solely with respect to the Shares or other Deposited Securities
represented by American Depositary Shares evidenced by such Owner's Receipts and
(if the Owner wishes) to instruct such person as to the exercise of the voting
rights pertaining to them, and (d) if the person nominated by the Depositary is
to be appointed in that manner as proxy, a brief statement as to the manner in
which the Owner may give voting instructions to the person nominated by the
Depositary. Upon the written request of an Owner of record on the Voting Record
Date received on or before the date established by the Depositary for such
purpose (the "Instruction Date"), the Depositary shall endeavor, insofar as
practicable and permitted under applicable law, the provisions of the Company's
Articles of Association and the provisions of the Deposited Securities, to cause
to be voted the Deposited Securities in accordance with the instructions set
forth in such request.

         Neither the Depositary nor the Custodian nor the nominee of either of
them shall exercise any discretion as to voting and neither the Depositary nor
the Custodian nor the nominee of either of them shall vote or attempt to
exercise the right to vote the Shares or other Deposited Securities represented
by American Depositary Shares except pursuant to and in accordance with such
written instructions from Owners given in accordance with Section 4.07 of the
Deposit Agreement. Shares or other Deposited Securities represented by American
Depositary Shares for which no specific voting instructions are received by the
Depositary from the Owner shall not be voted by the Depositary or its nominee
but may be directly voted by Owners in attendance at meetings of shareholders,
subject to, and in accordance with, the provisions of Section 4.7 of the Deposit
Agreement and the Company's Articles of Association.


                                   - xxxiv -

<PAGE>


         For the avoidance of doubt, the appointment pursuant to Section 4.7 of
the Deposit Agreement of a proxy by an Owner acting as agent of the Depositary
(or its nominee) shall constitute the appointed person as a proxy for the
purposes of section 372 of the UK Companies Act 1985 and of the Articles of
Association of the Company; whereas the appointment pursuant to Section 4.7 of
the Deposit Agreement of an Owner as a proxy by the Depositary (or its nominee)
shall not constitute that Owner as such a proxy but shall instead confer on that
Owner the special rights and privileges accorded under the Company's Articles of
Association to ADR Proxies (as defined in those Articles of Association).

         Notwithstanding anything in Section 4.7 or in Section 6.1 of the
Deposit Agreement to the contrary, the Depositary and the Company may modify,
amend or adopt additional voting procedures at any time or from time to time as
they determine may be necessary or appropriate.

         There can be no assurance that Owners generally or any Owner in
particular will receive the notice described in Section 4.7 of the Deposit
Agreement sufficiently prior to the Instruction Date to ensure that the
Depositary will vote the Shares or Deposited Securities in accordance with the
provisions set forth in Section 4.7 of the Deposit Agreement.

ARTICLE 47. CHANGES AFFECTING DEPOSITED SECURITIES.

         In circumstances where the provisions of Section 4.3 of the Deposit
Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation, or sale
of assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary or a Custodian in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary Shares
shall thenceforth represent, in addition to the existing Deposited Securities,
the new Deposited Securities so received in exchange or conversion, unless
additional Receipts are delivered pursuant to the following sentence. In any
such case the Depositary may, and shall if the Company shall so request, execute
and deliver additional Receipts as in the case of a dividend on the Shares, or
call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.

ARTICLE 48. LIABILITY OF THE COMPANY AND DEPOSITARY.

         Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law of the United States or any other country, or of any other
governmental or regulatory authority, or by


                                    - xxxv -

<PAGE>


reason of any provision, present or future, of the Memorandum and Articles of
Association of the Company, or by reason of any act of God or war or other
circumstances beyond its control, the Depositary or the Company or any of their
respective directors, employees, agents or affiliates shall be prevented or
forbidden from or be subject to any civil or criminal penalty on account of
doing or performing any act or thing which by the terms of the Deposit Agreement
it is provided shall be done or performed; nor shall the Depositary, the Company
or any of their respective directors, employees, agents or affiliates incur any
liability to any Owner or Beneficial Owner of a Receipt by reason of any non-
performance or delay, caused as aforesaid, in the performance of any act or
thing which by the terms of the Deposit Agreement it is provided shall or may be
done or performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in the Deposit Agreement. Where, by the terms of a
distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or
an offering or distribution pursuant to Section 4.4 of the Deposit Agreement,
such distribution or offering may not be made available to Owners of Receipts,
and the Depositary may not dispose of such distribution or offering on behalf of
such Owners and make the net proceeds available to such Owners, then the
Depositary shall not make such distribution or offering, and shall allow any
rights, if applicable, to lapse. Neither the Company nor the Depositary, nor any
of their respective directors, employees, agents or affiliates assume any
obligation nor shall any of them be subject to any liability under the Deposit
Agreement to Owners or Beneficial Owners of Receipts, except that they agree to
perform their obligations specifically set forth in the Deposit Agreement
without negligence or bad faith. The Depositary shall not be subject to any
liability with respect to the validity or worth of the Deposited Securities.
Neither the Depositary nor the Company nor any of their respective directors,
employees, agents or affiliates 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 their respective
reasonable opinions may involve them in expense or liability, unless indemnity
satisfactory to it against all expense and liability shall be furnished as often
as may be required, and the Custodian shall not be under any obligation
whatsoever with respect to such proceedings, the responsibility of the Custodian
being solely to the Depositary. Neither the Depositary nor the Company nor any
of their respective directors, employees, agents or affiliates shall be liable
for any action or nonaction by any of them in reliance upon the advice of or
information from legal counsel, accountants, any person presenting Shares for
deposit, any Owner or Beneficial Owner of a Receipt, or any other person
believed by any of them in good faith to be competent to give such advice or
information. Each of the Depositary, the Company and their respective directors,
employees, agents and affiliates may rely and shall be protected in acting upon
any written notice, request or direction or other document believed by such
person to be genuine and to have been signed or presented by the proper party or
parties. The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with a matter arising wholly after the removal
or resignation of the Depositary, provided


                                   - xxxvi -


<PAGE>


that in connection with the issue out of which such potential liability arises
the Depositary performed its obligations without negligence or bad faith while
it acted as Depositary. The Depositary shall not be responsible for any failure
to carry out any instructions to vote any of the Deposited Securities, or for
the manner in which any such vote is cast or the effect of any such vote,
provided that any such action or nonaction is in good faith. The Company agrees
to indemnify the Depositary, its directors, employees, agents and affiliates and
any Custodian against, and hold each of them harmless from, any liability or
expense (including, but not limited to, the reasonable fees and expenses of
counsel) which may arise out of acts performed or omitted, in accordance with
the provisions of the Deposit Agreement and of the Receipts, as the same may be
amended, modified, or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates. No disclaimer of liability under the
Securities Act of 1933 is intended by any provision of the Deposit Agreement.

ARTICLE 49. RESIGNATION AND REMOVAL OF THE DEPOSITARY.

         The Depositary may at any time resign as Depositary hereunder by
written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. Whenever
the Depositary in its discretion determines that it is in the best interest of
the Owners of Receipts to do so, it may appoint a substitute or additional
custodian or custodians.

ARTICLE 50. AMENDMENT.

         The form of the Receipts and any provisions of the Deposit Agreement
may at any time and from time to time be amended by agreement between the
Company and the Depositary without the consent of Owners or Beneficial Owners of
Receipts in any respect which they may deem necessary or desirable. Any
amendment which shall impose or increase any fees or charges (other than taxes
and other governmental charges, registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners (other than the
modification of voting procedures as provided in paragraph 16 hereof) of
Receipts, shall, however, not become effective as to outstanding Receipts until
the expiration of thirty days after notice of such amendment shall have been
given to the Owners of outstanding Receipts. Every Owner of a Receipt at the
time any amendment so becomes effective shall be deemed, by continuing to hold
such Receipt, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby.


                                   - xxxvii -

<PAGE>


In no event shall any amendment impair the right of the Owner of any Receipt to
surrender such Receipt and receive therefor the Deposited Securities represented
thereby except in order to comply with mandatory provisions of applicable law.

ARTICLE 51. TERMINATION OF DEPOSIT AGREEMENT.

         The Depositary shall at any time at the direction of the Company
terminate the Deposit Agreement by mailing notice of such termination to the
Owners of all Receipts then outstanding at least 30 days prior to the date fixed
in such notice for such termination. The Depositary may likewise terminate the
Deposit Agreement by mailing notice of such termination to the Company and the
Owners of all Receipts then outstanding if at any time 30 days shall have
expired after the Depositary shall have delivered to the Company a written
notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in the Deposit Agreement. On
and after the date of termination, the Owner of a Receipt, will upon (a)
surrender of such Receipt at the Corporate Trust Office of the Depositary, (b)
payment of the fee of the Depositary for the surrender of Receipts referred to
in Section 2.5 of the Deposit Agreement, and (c) payment of any applicable taxes
or governmental charges, will be entitled to delivery, to him or upon his order,
of the amount of Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt. If any Receipts shall remain outstanding after
the date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends to the Owners thereof, and shall not give any further notices or
perform any further acts under the Deposit Agreement, except that the Depositary
shall continue to collect dividends and other distributions pertaining to
Deposited Securities, shall sell rights as provided in the Deposit Agreement,
and shall continue to deliver Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the
sale of any rights or other property, in exchange for Receipts surrendered to
the Depositary (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges). At any time after the
expiration of one year from the date of termination, the Depositary may sell the
Deposited Securities then held under the Deposit Agreement and may thereafter
hold uninvested the net proceeds of any such sale, together with any other cash
then held by it thereunder, unsegregated and without liability for interest, for
the pro rata benefit of the Owners of Receipts which have not theretofore been
surrendered, such Owners thereupon becoming general creditors of the Depositary
with respect to such net proceeds. After making such sale, the Depositary shall
be discharged from all obligations under the Deposit Agreement, except to
account for such net proceeds and other cash (after deducting, in each case, the
fee of the Depositary for the surrender of a Receipt, any expenses for the
account of the Owner of such Receipt in accordance with the terms and conditions
of the Deposit Agreement, and any applicable taxes or governmental charges).
Upon the


                                  - xxxviii -

<PAGE>


termination of the Deposit Agreement, the Company shall be discharged from all
obligations under the Deposit Agreement except for its obligations to the
Depositary with respect to indemnification, charges, and expenses.

ARTICLE 52. DISCLOSURE OF INTERESTS.

         Notwithstanding any other provision of the Deposit Agreement, the
Memorandum and Articles of Association of the Company or applicable English law,
each Owner and Beneficial Owner agrees to be bound by and subject to applicable
provisions of the U.K. Companies Act, 1985 and the Memorandum and Articles of
Association of the Company, summarized below, to the same extent as if such
Owner and Beneficial Owner held Shares directly. The Company has informed the
Depositary that the following information is accurate as the Depositary has made
no independent investigation regarding such information.

         (a) A holder of Shares in the Company may lose the right to vote its
Shares if it or any other person appearing to be interested in shares held by it
fails to comply within a prescribed period of time with a request by the Company
under the U.K. Companies Act, 1985 to give certain information with respect to
past or present ownership or interests in such Shares. In the case of holders of
more than 0.25% in nominal amount of the share capital of the Company (or any
class thereof), in addition of disenfranchisement, the sanctions that may be
applied by the Company include withholding of the right to receive payment of
dividends and other monies payable on, and restrictions on transfers of the
relevant Shares.

         (b) Section 198 of the U.K. Companies Act, 1985 provides that a person
(including a company and other legal entities) that acquires an interest of 3
percent or more of any class of shares (including through American Depositary
Receipts) comprised in an English public company's "relevant share capital"
(i.e., the Company's issued share capital carrying the right to vote in all
circumstances at a general meeting of the Company) is required to notify the
company of its interest within two business days following the day on which the
obligation arises. After the 3 percent level is exceeded, similar notifications
must be made in respect of increases or decreases through a whole percentage
point.

         For purposes of such notification obligation, the interest of a person
in shares means any kind of interest in shares including interests in any shares
(a) in which a spouse, or child or stepchild under the age of 18, is interested,
(b) in which a corporate body is interested and either (i) that corporate body
or its directors generally act in accordance with that person's directions or
instructions or (ii) that person controls one-third or more of the voting power
of that corporate body or (c) in which another party is


                                   - xxxix -

<PAGE>


interested and the person and that other party are parties to a "concert party"
agreement under Section 204 of the U.K. Companies Act, 1985. A concert party
agreement is one which provides for one or more parties to acquire interests in
shares of a particular company and imposes obligations or restrictions on any
one of the parties as to the use, retention or disposal of such interests
acquired pursuant to such agreement and any interest in the company's shares is
in fact acquired by any of the parties pursuant to the agreement. Certain
interests (e.g., those held by certain investment fund managers) may be
disregarded for the purposes of calculating the 3 percent threshold, but the
obligations of disclosure will still apply where such interests exceed 10
percent or more of any class of the company's relevant share capital and to
increases or decreases through a whole percentage point thereafter.

         In addition, Section 212 of the U.K. Companies Act, 1985 provides that
a public company may by written notice require a person whom the company knows
or has reasonable cause to believe to be, or to have been at any time during the
three years immediately preceding the date on which the notice is issued,
interested in shares consisting of the company's "relevant share capital" to
confirm that fact or to indicate whether or not that is the case, and where such
person holds or during the relevant time had held an interest in such shares, to
give such further information as may be required relating to such interest and
any other interest in the shares of which such person is aware.

         Where notice is served by a company under the foregoing provisions on a
person who is or was interested in shares of the company and that person fails
to give the company any information required by the notice within the time
specified in the notice, the company may apply to the English court for an order
directing that the shares in question be subject to restrictions prohibiting,
among other things, any transfer of those shares, the taking up of rights in
respect of such shares and, other than on liquidation, payments in respect of
such shares.

         A person who fails to fulfill the obligations imposed by Sections 198
and 212 of the Companies Act described above is subject to criminal penalties.

         (c) The Depositary agrees to use reasonable efforts to forward to any
Owners at the request of the Company and at the Company's expense, any request
by the Company for information and to comply with any instructions of the
Company, to the extent reasonably practicable, given to effectuate the foregoing
restrictions. If the Company requests information from the Depositary or the
Custodian, as the registered owners of Shares, pursuant to the Memorandum and
Articles of Association of the Company or the U.K. Companies Act, 1985, the
obligations of the Depositary or the Custodian, as the case may be, shall be
limited to disclosing to the Company such information relating to the Shares in
question as has in each case been recorded by it pursuant to the terms of the
Deposit Agreement.


                                     - x1 -


<PAGE>




ARTICLE 53. COMPLIANCE WITH U.S. SECURITIES LAWS.

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

ARTICLE 54. DIRECT REGISTRATION SYSTEM.

         (a) ADSs may be maintained by the Depositary in book-entry form known
as the "Direct Registration System" ("DRS"). Upon issuance of ADSs, the ADSs of
each Owner will be credited to the DRS account of each such Owner and in each
such Owner's name. Each Owner will be given the option of (i) receiving a
certificate representing its ADSs, (ii) transfering such ADSs to a broker
designated by each and every person or entity in whose name such ADSs are
registered on the books of the Depositary or (iii) maintaining their ADSs in
DRS.

         (b) The Company understands that Profile is a required feature of DRS.
Profile allows a participant of The Depository Trust Company ("DTC") claiming to
act on behalf of the Owner of ADSs, to direct the Depositary to transfer to such
DTC participant the ADSs designated by such DTC participant without receipt by
the Depositary of such prior written authorization from the Owner to transfer
such ADSs.

         (c) The Company understands the Depositary will not verify, determine
or otherwise ascertain that the DTC participant which is claiming to be acting
on behalf of an Owner is, in fact, authorized to act on behalf of such Owner.
The Company and each Owner agree that the Depositary shall have no liability for
relying upon and complying with directions from a DTC participant as set forth
above; and the Company shall indemnify and hold harmless the Depositary from and
against any liability, expense, damage, loss and judgment arising from or
related to the foregoing (including reasonable attorneys fees and expenses and
expenses arising from or connected with the enforcement of this provision). For
the avoidance of doubt, (i) the Depositary shall be fully protected by the
foregoing limitation of liability and indemnification with respect to reliance
upon and compliance with instructions from the DTC participant even if the
Depositary's reliance on, and compliance with, such instructions is determined
by a final, non-appealable order or judgment of a court of competent
jurisdiction to constitute negligence, willful misconduct, breach of any duty
owed by the Depositary to such Owner or violation of any law and (ii) the
forgoing shall not apply to the manner in which the Depositary carries out
actual transfer of the ADSs which are the subject of the DTC participant's
instruction, which transfer shall continue to be governed by the other
applicable terms of this Deposit Agreement. By way of example and not by way of
limitation, if a court determines that


                                    - x1i -

<PAGE>


the transfer of ADSs pursuant to a DTC participant's instruction without
obtaining prior authorization from the Owner constitutes negligence, the
Depositary will nevertheless be protected under this subparagraph (c); on the
other hand, in carrying out such instructions, if the Depositary transfers ADSs
from the wrong account or to the wrong DTC participant, the obligation to
indemnify the Depositary shall be determined in accordance with Sections 5.3 and
5.8 of the Deposit Agreement.



                                    - x1ii -