Exhibit 4.4

_________________________________________________________________



THE ROYAL BANK OF SCOTLAND GROUP plc



AND 




THE BANK OF NEW YORK, 


As Depositary 




AND 




HOLDERS OF AMERICAN DEPOSITARY RECEIPTS 


________________________ 


Deposit Agreement

_________________________
 


Dated as of August 17, 1992


Amended and Restated as of February 8, 1999 


Amended and Restated as of November 2, 2001 


_________________________________________________________________ 

















	ARTICLE 1. DEFINITIONS	 	1 
	 	 	 	 	 
	 SECTION 1.01 	  	 AMERICAN DEPOSITARY SHARES 	  	 1 
	 SECTION 1.02 	  	 BOARD RESOLUTIONS 	  	 2 
	 SECTION 1.03 	  	 COMMISSION 	  	 2 
	 SECTION 1.04 	  	 COMPANIES ACT OF 1985 	  	 2 
	 SECTION 1.05 	  	 COMPANY 	  	 2 
	 SECTION 1.06 	  	 CUSTODIAN 	  	 2 
	 SECTION 1.07 	  	 DEPOSIT AGREEMENT 	  	 3 
	 SECTION 1.08 	  	 DEPOSITARY 	  	 3 
	 SECTION 1.09 	  	 DEPOSITED SECURITIES 	  	 3 
	 SECTION 1.10 	  	 DOLLARS 	  	 3 
	 SECTION 1.11 	  	 HOLDER 	  	 3 
	 SECTION 1.12 	  	 MEMORANDUM AND ARTICLES OF ASSOCIATION 	  	 3 
	 SECTION 1.13 	  	 OFFICER'S CERTIFICATE 	  	 3 
	 SECTION 1.14 	  	 RECEIPTS 	  	 3 
	 SECTION 1.15 	  	 RECEIPT REGISTRAR 	  	 4 
	 SECTION 1.16 	  	 SECURITIES ACT OF 1933 	  	 4 
	 SECTION 1.17 	  	 SERIES 	  	 4 
	 SECTION 1.18 	  	 SHARES 	  	 4 
	 SECTION 1.19 	  	 SHARE REGISTRAR 	  	 4 
	 SECTION 1.20 	  	 SHARE IN REGISTERED FORM; REGISTERED SHARE 	  	 5 
	 SECTION 1.21 	  	 SHARE IN BEARER FORM; BEARER SHARE 	  	 5 




	 ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 	 	5
	 	 	 	 	 
	 SECTION 2.01 	  	 FORM AND TRANSFERABILITY OF RECEIPTS 	  	 5 
	 SECTION 2.02 	  	 DEPOSIT OF SHARES 	  	 6 
	 SECTION 2.03 	  	 EXECUTION AND DELIVERY OF RECEIPTS 	  	 7 
	 SECTION 2.04 	  	 TRANSFER, COMBINATION AND SPLIT-UP OF RECEIPTS 	  	 8 
	 SECTION 2.05 	  	 SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES 	  	 8 
	 SECTION 2.06 	  	 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 	  	9 
	 SECTION 2.07 	  	 LOST RECEIPTS, ETC 	  	 10 
	 SECTION 2.08 	  	 CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS 	  	 10 




	 ARTICLE 3. CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS 	 	11 
	 	 	 	 	 
	 SECTION 3.01 	  	 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION 	  	 11 
	 SECTION 3.02 	  	 LIABILITY OF HOLDER FOR TAXES 	  	 11 
	 SECTION 3.03 	  	 WARRANTIES ON DEPOSIT OF SHARES 	  	 11 
	 SECTION 3.04 	  	 DISCLOSURE OF INTERESTS 	  	 12 




	 ARTICLE 4. THE DEPOSITED SECURITIES 	 	12 
	 	 	 	 	 
	 SECTION 4.01 	  	 CASH DISTRIBUTIONS 	  	 12 
	 SECTION 4.02 	  	 DISTRIBUTIONS OTHER THAN CASH OR SHARES 	  	 13 
	 SECTION 4.03 	  	 DISTRIBUTIONS IN SHARES 	  	 13 
	 SECTION 4.04 	  	 RIGHTS 	  	 14 
	 SECTION 4.05 	  	 REDEMPTION 	  	 15 
	 SECTION 4.06 	  	 CONVERSION OF FOREIGN CURRENCY 	  	 15 
	 SECTION 4.07 	  	 FIXING OF RECORD DATE 	  	 16 
	 SECTION 4.08 	  	 VOTING OF DEPOSITED SECURITIES 	  	 16 
	 SECTION 4.09 	  	 CHANGES AFFECTING DEPOSITED SECURITIES 	  	 17 
















	 SECTION 4.10 	  	 REPORTS 	  	 17 
	 SECTION 4.11 	  	 AVAILABLE INFORMATION 	  	 18 
	 SECTION 4.12 	  	 LISTS OF HOLDERS OF RECEIPTS 	  	 18 
	 SECTION 4.13 	  	 WITHHOLDING 	  	 18 
	 SECTION 4.14 	  	 DISTRIBUTIONS WITH RESPECT TO DEPOSITED SECURITIES IN BEARER FORM 	  	 19 




	 ARTICLE 5. THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 	 	19 
	 	 	 	 	 
	 SECTION 5.01 	  	 MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY 	  	 19 
	 SECTION 5.02 	  	 PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE COMPANY 	  	 20 
	 SECTION 5.03 	  	 OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 	  	 20 
	 SECTION 5.04 	  	 RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR DEPOSITARY. 	  	21 
	 SECTION 5.05 	  	 THE CUSTODIAN 	  	 22 
	 SECTION 5.06 	  	 NOTICES AND REPORTS 	  	 23 
	 SECTION 5.07 	  	 ISSUANCE OF ADDITIONAL SHARES, ETC 	  	 23 
	 SECTION 5.08 	  	 INDEMNIFICATION 	  	 24 
	 SECTION 5.09 	  	 CHARGES OF DEPOSITARY 	  	 24 




	 ARTICLE 6. AMENDMENT AND TERMINATION	 	 25 
	 	 	 	 	 
	 SECTION 6.01 	  	 AMENDMENT 	  	 25 
	 SECTION 6.02 	  	 TERMINATION 	  	 25 




	 ARTICLE 7. MISCELLANEOUS	 	 26 
	 	 	 	 	 
	 SECTION 7.01 	  	 COUNTERPARTS 	  	 26 
	 SECTION 7.02 	  	 NO THIRD PARTY BENEFICIARIES 	  	 26 
	 SECTION 7.03 	  	 SEVERABILITY 	  	 26 
	 SECTION 7.04 	  	 HOLDERS PARTIES; BINDING EFFECT 	  	 27 
	 SECTION 7.05 	  	 NOTICES 	  	 27 
	 SECTION 7.06 	  	 GOVERNING LAW 	  	 27 




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     DEPOSIT AGREEMENT dated as of August 17, 1992, as amended and restated as of February 8, 1999, and as further amended and restated as of November 2, 2001 among THE ROYAL BANK OF SCOTLAND GROUP plc, a
  public limited company incorporated in Great Britain and registered in Scotland (the "Company"), THE BANK OF NEW YORK, a New York banking corporation, as depositary hereunder and any successor as depositary hereunder (the "Depositary"), and all
  Holders from time to time of American Depositary Receipts issued hereunder.


W I T N E S S E T H: 


     WHEREAS, the Company has duly authorized the issue from time to time of its Non-cumulative Dollar Preference Shares, to be issued in one or more Series and with such terms and provisions as shall be
specified in or pursuant to one or more resolutions of its Board of Directors or an authorized committee thereof; and


     WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Non-cumulative Dollar Preference Shares, of any Series from time to time with the
Depositary or with the Custodian, as agent of the Depositary, for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares of one or more corresponding Series representing such Non-cumulative Dollar Preference
Shares of each such Series so deposited and for the execution and delivery of American Depositary Receipts of one or more corresponding Series evidencing American Depositary Shares of each such corresponding Series; and


     WHEREAS, the American Depositary Receipts of each such Series are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter
provided in this Deposit Agreement and as shall be specified in or pursuant to any resolution of the Company's Board of Directors or an authorized committee thereof.


     NOW, THEREFORE, in consideration of the premises, it is agreed by and among the parties hereto 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 1.01 American Depositary Shares. 


     The term "American Depositary Shares" shall mean, with respect to any Receipts of any Series, the rights evidenced by the Receipts of such Series issued hereunder, including the interests in the
Deposited Securities of the corresponding Series 

















granted to the Holders of Receipts of such Series pursuant to the terms and conditions of this Deposit Agreement.  As of the first date of issue of Shares of the Series corresponding thereto, each American Depositary Share of a particular Series shall represent the right to receive one (or a fraction or multiple of
one) Share of the corresponding Series, as set forth in the Board Resolution or Officer's Certificate relating to the Shares of such corresponding Series, until there shall occur a distribution upon the Deposited Securities of the corresponding
Series covered by Section 4.03 or a change in such Deposited Securities covered by Section 4.09 with respect to which additional Receipts of the corresponding Series are not executed and delivered, and thereafter the American Depositary Shares of
such Series shall represent rights to receive the kind and amount of such Deposited Securities specified in or pursuant to such Sections.


     
SECTION 1.02 Board Resolutions. 


     
The term "Board Resolution" shall mean a copy of one or more authorized resolutions, certified by the Secretary, a Deputy Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors of the Company or an authorized committee thereof and to be in full force and effect, as delivered to the Depositary.

     
SECTION 1.03 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 1.04 Companies Act of 1985. 


     
The term "Companies Act 1985" shall mean the Companies Act 1985 applicable in Great Britain as amended from time to time, or any legislation substituted therefor.

     
SECTION 1.05 Company. 


     
The term "Company" shall mean The Royal Bank of Scotland Group plc having its registered office at 42 St. Andrew Square, Edinburgh EH2 2YE, Scotland, and its successors.

     
SECTION 1.06 Custodian. 


     
The term "Custodian" shall mean The Bank of New York, a New York banking corporation acting through its principal London office in its capacity as Custodian hereunder, and any other or additional firm
or corporation which may hereafter be appointed by the Depositary pursuant to Section 5.05 as a Custodian hereunder, which 


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other or additional firm or corporation shall act as agent of the Depositary for the purposes of this Deposit Agreement.     

     SECTION 1.07 Deposit Agreement. 


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


     SECTION 1.08 Depositary. 


     The term "Depositary" shall mean The Bank of New York, a New York banking corporation, presently having its principal office ("Principal Office") at One Wall Street, New York, New York 10286, and its
successors as depositary hereunder.


     SECTION 1.09 Deposited Securities. 


     The term "Deposited Securities" as of any time shall mean, with respect to any American Depositary Shares of any Series, the Shares of the corresponding Series at such time deposited under this
Deposit Agreement and any and all other securities, property and cash received at any time by the Depositary or the Custodian in respect or in lieu of deposited Shares of such corresponding Series.


     SECTION 1.10 Dollars. 


     The term "dollars" shall mean United States dollars.


     SECTION 1.11 Holder. 


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


     SECTION 1.12 Memorandum and Articles of Association. 


     The terms "Memorandum and Articles of Association" and "Memorandum" and "Articles of Association" shall mean the Memorandum of Association and/or the Articles of Association of the Company, as the
case may be, in each case as amended from time to time.


     SECTION 1.13 Officer's Certificate. 


     The term "Officer's Certificate" shall mean a certificate delivered to the Depositary and signed by any Director or the Secretary or any Deputy Secretary or Assistant Secretary of the
Company.



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     SECTION 1.14 Receipts. 


     The term "Receipts" shall mean, with respect to any American Depositary Shares of any Series, the American Depositary Receipts executed and delivered hereunder of the corresponding Series issued hereunder in substantially the form of Exhibit A hereto evidencing such American Depositary Shares, as the same may be amended from time to time in accordance with the provisions
hereof.


     SECTION 1.15 Receipt Registrar. 


     The term "Receipt Registrar" shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, appointed by the Company to register transfers of Receipts of one
or more Series and to countersign Receipts of such Series as herein provided and shall include any co-registrar appointed by the Depositary upon the request or with the approval of the Company for such purposes.


     SECTION 1.16 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. The term "Securities Exchange Act of 1934" shall mean the United States Securities
Exchange Act of 1934, as from time to time amended.


     SECTION 1.17 Series. 


     The term "Series" shall mean, (a) with respect to Shares, all Shares (1) having identical nominal value per share, dividend rights, liquidation value per share, voting rights, redemption provisions
and other rights, preferences, privileges, limitations and restrictions and (2) designated by the Company by or pursuant to a Board Resolution as constituting a single series of Shares; (b) with respect to Deposited Securities, the Shares of the
corresponding Series at such time deposited under this Deposit Agreement and any and all other Deposited Securities in respect of deposited Shares of such Series; (c) with respect to American Depositary Shares, the American Depositary Shares
representing Deposited Securities of the corresponding Series; and (d) with respect to Receipts, the Receipts evidencing American Depositary Shares of the corresponding Series.


     SECTION 1.18 Shares. 


     The term "Shares" shall mean the Company's Non-cumulative Dollar Preference Shares of any Series, and shall include evidence of rights to receive such Shares, with respect to which the full purchase
price (including premium payable on issue) has been paid.


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     SECTION 1.19 Share Registrar. 

      The term "Share Registrar" shall mean, with respect to any Series of Shares in registered form, The Royal Bank of Scotland Group plc acting in its capacity as registrar for the Shares of such Series in registered form or such other registrar as may be appointed from time to time by the Company with respect to the Shares of such Series.


     SECTION 1.20 Share in registered form; registered Share. 


     The term "Share in registered form" or "registered Share" shall mean a Share of any Series in respect of which the name of the holder and such other matters as are required by the Companies Act 1985
have been entered in the Company's register of Shareholders.


     SECTION 1.21 Share in bearer form; bearer Share. 


     The term "Share in bearer form" or "bearer Share" shall mean a Share of any Series in respect of which a share warrant has been issued and which may be transferred by delivery of the
warrant.


ARTICLE 2.

Form of Receipts, Deposit of Shares, Execution and

Delivery, Transfer and Surrender of Receipts


     SECTION 2.01 Form and Transferability of Receipts. 


     Receipts shall be issued in one or more Series each of which shall correspond to, and evidence interests in, American Depositary Shares of the corresponding Series.  A separate Series of Receipts
shall be issued hereunder to correspond to each separate Series of Shares deposited hereunder. Definitive Receipts of each Series shall be engraved or printed or lithographed (on, if required by any exchange or market on which such Receipts are
listed or traded, steel-engraved borders) and shall be substantially in the form set forth in Exhibit A hereto with appropriate insertions, modifications and omissions, as hereinafter provided.  Receipts of any Series shall be executed by the
Depositary by the manual signature of a duly authorized officer of the Depositary; provided, however, that such signature may be a facsimile if a Receipt Registrar shall have been appointed and Receipts of such Series are countersigned by the manual
signature of a duly authorized officer of such Receipt Registrar or any co-registrar. No Receipt of any Series shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have
been executed by the Depositary by the manual signature of a duly authorized officer or, if a Receipt Registrar shall have been appointed, by the manual signature of a duly authorized officer of such Receipt Registrar.  For each Series of Receipts,
the Depositary shall maintain separate books on which each Receipt of such Series so executed and delivered 


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as hereinafter provided, and the transfer of each such Receipt, shall be registered. Receipts bearing the facsimile signature of any person who was at any time a duly authorized officer of the Depositary shall bind the Depositary, notwithstanding that such officer has ceased to hold such office prior to the execution of such Receipts by the Receipt Registrar or any co-registrar and the delivery of such Receipts or did not hold such office at the date of the issuance of such Receipts.


     Each Receipt shall indicate on the face thereof the Series of Receipts of which it is a part. The Series of American Depositary Shares evidenced thereby and the Series of Shares represented by such
Series of American Depositary Shares may be endorsed with or have incorporated in the text thereof such legends or recitals or changes 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 or with the rules and regulations of any securities exchange or market upon which Receipts of any Series may be traded or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.


     Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same
effect as in the case of a negotiable instrument; provided, however, that the Company and the Depositary, notwithstanding any notice to the contrary, may treat the Holder thereof as the absolute owner thereof for the purpose of determining the
person entitled to any distribution of dividends or other distributions with respect thereto (including distributions upon the redemption thereof) or to any notice provided for in this Deposit Agreement and for all other purposes.


     SECTION 2.02 Deposit of Shares. 


     Subject to (i) the terms and conditions of this Deposit Agreement and (ii) the delivery to the Depositary of the Board Resolution by or pursuant to which the rights, preferences, privileges,
limitations and restrictions relating to the Shares of a particular Series are or were established (and, to the extent that such terms and provisions are or were established pursuant to (rather than in) such Board Resolution, the Officer's
Certificate setting forth the establishment of such terms and provisions) the Shares of any Series and any coupons or talons appertaining thereto may be deposited upon the original issuance thereof by delivery thereof to the Depositary or the
Custodian by the Company, and thereafter Shares in registered form only may be deposited by delivery thereof to the Custodian, in each case properly endorsed or accompanied by an appropriate instrument or instruments of transfer in form satisfactory
to the Depositary or the Custodian together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and together with a written order directing the
Depositary to execute and deliver to, or upon the written 


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order of, the person or persons stated in such order a Receipt or Receipts of the corresponding Series for the number of American Depositary Shares of the corresponding Series representing such deposited Shares. If required by the Depositary, Shares of a particular Series in registered form presented for deposit at any time, whether or not the transfer books or registers of the Company or the Share Registrar with respect to the Shares of such Series 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 of such Series or to receive other property, which any person in whose name such Shares are or have been recorded may thereafter receive upon or in respect of or upon redemption of such deposited Shares, or in lieu
thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.


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


     Upon each delivery to the Custodian of a certificate or certificates representing Shares of any Series (or other Deposited Securities pursuant to Sections 4.02, 4.03, 4.04 or 4.09) in registered form
to be deposited hereunder, together with the other documents above specified, the Custodian shall, as soon as practicable, present such certificate or certificates to the Company or the Share Registrar for registration of transfer of the Shares (or
other Deposited Securities) being deposited in the name of the Depositary or its nominee or the Custodian or its nominee at the cost and expense of the person making such deposit.


     Deposited Shares shall be held by the Depositary, or by the Custodian for the account and to the order of the Depositary, at such place or places as the Depositary shall determine, provided that the
Depositary shall ensure that the Shares are at all times in safe custody.


     SECTION 2.03 Execution and Delivery of Receipts. 


     Upon receipt by the Custodian of any Shares of a particular Series deposited pursuant to Section 2.02 hereunder (and in addition, in the case of Shares of such Series in registered form, if the
transfer books of the Company or the Share Registrar with respect to the Shares of such Series are open, a proper acknowledgment or other evidence from the Company or such Share Registrar satisfactory to the Depositary that any such deposited Shares
have been recorded upon such books in the name of the Depositary or its nominee or the Custodian or its nominee, together with the other documents required as above specified), the Custodian shall notify the Depositary of such deposit and the person
or persons to whom or upon whose written order a Receipt or 


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Receipts of the corresponding Series are deliverable in respect thereof and the number of American Depositary Shares of the corresponding Series to be represented thereby. Such notification shall be made by letter or, at the request and risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from the Custodian, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at the Depositary's Office, to or upon the order of the person or persons named in the notice delivered to the Depositary, a Receipt or Receipts of the Series corresponding to the Series of such deposited Shares, registered in the name or names requested by such person or persons,
and evidencing in the aggregate the number of American Depositary Shares of the corresponding Series to which such person or persons is or are entitled, but only upon payment by or on behalf of such person or persons to the Depositary of the fee of
the Depositary for the execution and delivery of such Receipt or Receipts and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the deposited Shares.


     SECTION 2.04 Transfer, Combination and Split-up of Receipts. 


     The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, as soon as practicable, register transfers of Receipts of a particular Series, on its transfer books with respect
to the Receipts of such Series from time to time, upon any surrender at any of its designated transfer offices of a Receipt of such Series, by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by proper
instruments of transfer and duly stamped as may be required by applicable law.  Thereupon the Depositary shall execute a new Receipt or Receipts of such Series evidencing the same aggregate number of American Depositary Shares of the corresponding
Series as the Receipt or Receipts surrendered 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 at any of its designated transfer offices of a Receipt or Receipts of a particular Series for the
purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts of such Series for any authorized number of American Depositary Shares of the corresponding Series requested, evidencing the
same aggregate number of American Depositary Shares of the corresponding Series as the Receipt or Receipts surrendered.


     SECTION 2.05 Surrender of Receipts and Withdrawal of Shares. 


     Upon surrender at the Depositary's Office of a Receipt of a particular Series for the purpose of withdrawal of the Deposited Securities of the corresponding Series evidenced thereby, and upon payment
of the fee of the Depositary for the cancellation of such Receipt, subject to the terms and conditions of this Deposit Agreement, and subject to the limitations set forth in the second to last sentence of 


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Section 2.06, the Holder of such Receipt shall be entitled to delivery, to or upon the order of such Holder, of the Deposited Securities of such Series at the time evidenced by such Receipt. Delivery of Deposited Securities of such Series, in registered form only shall be made by delivery of a share certificate or certificates issued by the Company to such Holder or such Holder's order. 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 the Holder thereof shall
  execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of the person or persons designated in such order.  Thereupon the
  Depositary shall direct the Custodian to deliver at its principal London office, subject 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 Deposited Securities at the time evidenced by such Receipt, except that the Depositary may, in its discretion, make delivery to such person or persons at the Depositary's Office of any cash, dividends, distributions
  or rights with respect to the Deposited Securities evidenced by such Receipt, or of any proceeds of sale of any such cash, dividends, distributions or rights, which may at the time be held by the Depositary in respect of such Deposited
  Securities.


     At the request, risk and expense of any Holder so surrendering a Receipt, the Depositary shall direct the Custodian to transfer or forward any cash, rights or other property comprising, and to forward
any certificate or certificates and other proper documents of title for, the Deposited Securities evidenced by such Receipt to the Depositary for delivery at the Depositary's Office. Such direction shall be given by letter or, at the request, risk
and expense of the Holder of such Receipt, by cable, telex or facsimile transmission.


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


     As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or the transfer and withdrawal of any Deposited Securities, the
Depositary or the Custodian may require payment from the presenter of the Receipt or the depositor of Shares 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 laws or governmental regulations relating to Receipts or to the withdrawal of Deposited Securities.


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     The delivery of Receipts of a particular Series against deposits of Shares of the corresponding Series generally or against deposits of particular Shares of the corresponding Series may be suspended, or the delivery of particular Receipts of the corresponding Series against the deposit of Shares of a particular Series may be withheld, or the registration of transfer or surrender of Receipts of a particular Series in particular instances may be refused, or the registration of transfer or surrender of outstanding Receipts of a particular Series generally may be suspended, during any period when the transfer books of the Depositary with respect to the Receipts of a particular Series or the books of the Company or those maintained for the Company by the Share 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 authority, body or commission, or under any provision of this Deposit Agreement, or for any other
reason, subject to the provisions of the following sentence. The surrender of outstanding Receipts of the corresponding Series and withdrawal of Deposited Securities of such Series may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of Shares of a particular Series 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 of a particular Series or to the withdrawal of the Deposited Securities of the corresponding Series. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares.


     SECTION 2.07 Lost Receipts, etc. 


     In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor and of the same Series, in exchange and substitution for such
mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed or lost or stolen Receipt, upon the Holder thereof filing with the Depositary (a) a request for such execution and delivery before the Depositary has
notice that such Receipt has been acquired by a bona fide purchaser and (b) a sufficient indemnity bond and satisfying any other reasonable requirements imposed by the Depositary.


     SECTION 2.08 Cancellation and Destruction of Surrendered Receipts. 


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


     The Depositary agrees to maintain records of all Receipts surrendered and Deposited Securities withdrawn under Section 2.05, substitute Receipts delivered under 


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Section 2.07, and Receipts cancelled or destroyed under this Section, in keeping with procedures ordinarily followed by stock transfer agents located in New York City.

ARTICLE 3.

Certain Obligations of Holders of Receipts


     SECTION 3.01 Filing Proofs, Certificates and Other Information. 


     Any person presenting Shares for deposit or any Holder of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange
control approval, legal or beneficial ownership of Receipts, Deposited Securities or other securities, compliance with all applicable laws and regulations and all applicable provisions of or governing Deposited Securities of a particular Series,
such information relating to the registration on the books of the Company or those maintained for the Company by the relevant Share Registrar of the Shares presented for deposit or other information, to execute such certificates and to make such
representations and warranties as, in each case, the Depositary may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian. The Depositary may withhold the delivery or registration of transfer of
any Receipt or the distribution or sale of any dividend or other distribution or rights or of the proceeds thereof or, subject to the limitations set out in the second to last sentence of Section 2.06, the delivery of any Deposited Securities
pertaining to such Receipt until the foregoing is accomplished to the Depositary's satisfaction. The Depositary shall, upon the Company's written request, provide the Company with copies of any such proofs or other information which the Depositary
or the Custodian receives.


     SECTION 3.02 Liability of Holder for Taxes. 


     If any tax or other governmental charge shall become payable with respect to any Receipt of any Series or any Deposited Securities of any Series represented by any Receipt, such tax or other
governmental charge shall be payable by the Holder of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any transfer and withdrawal of Deposited Securities represented thereby until such payment is
made, and may withhold any dividends or other distributions, or may sell for the account of the Holder thereof any part or all of the Deposited Securities represented by 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, the Holder of such Receipt remaining liable for any deficiency.


     SECTION 3.03 Warranties on Deposit of Shares. 


     Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued and outstanding, fully
paid, nonassessable and free of pre-emptive rights 


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and that the person making such deposit is duly authorized so to do. Such representations and warranties shall survive the deposit of Shares and the issuance of Receipts.






     SECTION 3.04 Disclosure of Interests. 


     Notwithstanding any other provision of this Deposit Agreement and without prejudice to any disclosure obligations which may from time to time apply in respect of the Shares contained in the Companies
Act 1985 and any other applicable law or which may be contained in the Memorandum and Articles of Association of the Company and the remedies of the Company for non-compliance therewith, each Holder agrees to comply with requests from the Company or
the Depositary which are made under relevant legislation to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person having an interest in such Receipts and the nature of
such interest and shall forfeit the right to direct the voting of Shares as to which compliance is not made, all as if such Receipts were to the extent practicable the Shares represented thereby, and the Depositary agrees to use its reasonable
efforts to comply with any instructions received from the Company requesting that the Depositary take the reasonable actions specified therein to obtain such information.


ARTICLE 4.

The Deposited Securities


     SECTION 4.01 Cash Distributions. 


     Whenever the Depositary shall receive any cash dividend or other cash distribution by the Company in respect of any Deposited Securities (including cash in respect of redemption), if such cash
dividend or other cash distribution is received in dollars, the Depositary shall distribute the dollars so received, and if such cash dividend or other cash distribution is received in a currency other than dollars (such currency being hereinafter
referred to as a "foreign currency"), the Depositary shall, subject to the provisions of Section 4.06, convert such dividend or distribution into dollars and shall distribute the amount thus received, in either case to the Holders of Receipts
evidencing American Depositary Shares representing such Deposited Securities entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, by checks drawn on a bank in
The City of New York; provided, however, that in the event that either the Company or the Depositary shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount
on account of taxes, the amount distributed to the Holders of Receipts for American Depositary Shares representing such Deposited Securities shall be reduced accordingly.  The Depositary shall distribute only such amount, however, as can be
distributed without distributing to any Holder of a Receipt a fraction of one cent, and any such fractional amounts shall be


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 rounded to the nearest whole cent and so distributed to Holders entitled thereto. The Company will remit to the appropriate governmental authority or agency in the United Kingdom all amounts (if any) required to be withheld and owing to such authority or agency by the Company. The Depositary will forward to the Company such information from its records as the Company may reasonably request to enable the Company to file necessary reports with governmental authorities or agencies, and either the Depositary or the Company may file any such reports necessary to
obtain benefits under the applicable tax treaties for the Holders of Receipts.


     SECTION 4.02 Distributions Other Than Cash or Shares. 


     Whenever the Depositary shall receive any distribution (other than cash or Shares of the corresponding Series) upon any Deposited Securities of a particular Series the Depositary shall cause the
securities or property which it so receives to be distributed to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the
Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other
reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for
the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Holders
entitled thereto as in the case of a distribution received in cash.


     SECTION 4.03 Distributions in Shares. 


     If any distribution upon any Deposited Securities of a particular Series consists of a dividend in, or free distribution of, Shares of the corresponding Series, the Depositary may with the Company's
approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares of the corresponding Series representing such Deposited Securities held by them respectively,
additional Receipts of the corresponding Series for an aggregate number of  American Depositary Shares of the corresponding Series representing the amount of such Shares received as such dividend or free distribution. In lieu of delivering Receipts
for fractional American Depositary Shares in any such case, the Depositary may 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 4.02.  If additional Receipts of a particular Series are not so distributed, each American Depositary Share of the corresponding Series shall 


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thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

     SECTION 4.04 Rights. 


     In the event that the Company shall offer or cause to be offered to the holder or holders of any Deposited Securities of a particular Series any rights to subscribe for additional Shares of the
corresponding Series or any rights of any other nature, the Depositary shall, after consultation with the Company and subject to the Memorandum and Articles of Association, the Companies Act 1985 and all applicable legislation and regulations, have
discretion as to the procedure to be followed in making such rights available to Holders of Receipts of the Series corresponding to the Series of Deposited Securities in respect of which such offer is made or in disposing of such rights on behalf of
such Holders and making the net proceeds available in dollars to such Holders; provided, however, that the Depositary will, if requested by the Company, take action as follows:


     (i) if at the time of the offering of any such rights the Depositary determines that it is lawful and feasible to make such rights available to
such Holders by means of warrants or otherwise, the Depositary shall distribute such warrants or other instruments therefor in such form as it may determine to the Holders entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders; or


     (ii) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available
to such Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary in its discretion may sell such rights or such warrants or
other instruments at public or private sale, at such place or places and upon such terms as it may deem proper, and may allocate the proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other
instruments, upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, or the date of delivery of any Receipt or Receipts, or otherwise.


     If a registration statement under the Securities Act of 1933 is required with respect to the securities to which any rights relate in order for the Company to offer such rights to Holders and sell the
securities represented by such rights, the Depositary will not offer such rights to Holders having an address in the United States unless and until such a registration statement is in effect; provided that nothing contained in this sentence shall
create, or be construed to create, any obligation on the part of the Company to file such a 


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registration statement or to endeavor to have such a registration statement declared effective.

     SECTION 4.05 Redemption. 


     In the event that the Company exercises any right of redemption in respect of Shares of any Series, the Depositary will redeem, from the amounts received by it in respect of such redemption, that
number of American Depositary Shares of the Series corresponding to the Series of Shares with respect to which such right of redemption is exercised which represents the number of Shares of such Series deposited hereunder so redeemed. Subject to
Sections 4.01, 4.02 and 4.06 hereof (to the extent applicable), the redemption price per American Depositary Share to be redeemed will be equal to the per share amount received by the Depositary upon the redemption of the Shares represented by such
American Depositary Share multiplied by the number of Shares (or the fraction of a Share) represented by each such American Depositary Share. If less than all of the outstanding Shares of a particular Series are redeemed, the American Depositary
Shares of the corresponding Series to be redeemed will be selected by lot or redeemed pro rata as may be determined by the Depositary.


     The Company will deliver notice of its exercise of its right of redemption in respect of any Series of Shares to the Depositary prior to the date fixed for redemption. Promptly after receiving such
notice from the Company, the Depositary will mail copies thereof to all Holders of Receipts of the relevant Series. 


     SECTION 4.06 Conversion of Foreign Currency. 


     Whenever the Depositary shall receive a payment in a foreign currency, by way of dividends or other distributions (including amounts received in respect of redemptions) or the net proceeds from the
sale of securities, property or rights, and if at the time of the receipt thereof such foreign currency can in the judgment of the Depositary be converted on a reasonable basis into dollars and the resulting dollars transferred to the United States,
the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into dollars, and such dollars shall be distributed to the Holders entitled thereto or, if the Depositary shall have
distributed any warrants or other instruments which entitle the holders thereof to such dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation.  Such distribution may be made upon an averaged or
other practicable basis without regard to any distinctions among Holders entitled to such distribution on account of exchange restrictions or otherwise.


     If such conversion or distribution can be effected only with the approval or license of any government or governmental agency, the Depositary shall file such application for approval or license, if
any, as it may deem desirable and shall forward a copy of such application to the Company.     


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     If at any time the Depositary shall determine that in its judgment any foreign currency received by it is not convertible on a reasonable basis into dollars transferable to the United States, or if any approval or license of any government or governmental agency 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 may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by it
to, or in its discretion may hold such foreign currency for the respective accounts of, the Holders entitled to receive the same.


     If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some Holders entitled thereto, the Depositary may in its discretion make such conversion and
distribution in dollars to the extent practicable to the Holders entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance for the respective accounts of, the Holders entitled thereto
for whom such conversion and distribution is not practicable.


     SECTION 4.07 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 the Company shall redeem any of the Shares deposited
hereunder, or whenever rights shall be issued, with respect to the Deposited Securities of a particular Series, or whenever the Depositary shall receive notice of any meeting at which holders of Shares of a particular Series or other Deposited
Securities of the corresponding Series are entitled to be present or vote, the Depositary shall fix a record date, after consultation with the Company, if such date is to be different from the record date applicable to Shares or other Deposited
Securities of a particular Series, for the determination of the Holders of the Receipts of the corresponding Series who shall be entitled to receive such dividend, distribution, amount in respect of redemption or rights, or the net proceeds of the
sale thereof, or to attend or give instructions for the exercise of voting rights at any such meeting. Subject to the provisions of Sections 4.01 through 4.06 and Section 4.08 and to the other terms and conditions of this Deposit Agreement, the
Holders of Receipts of the corresponding Series on such record date shall be entitled 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 of the corresponding Series held by them respectively, or to give such voting instructions.


     SECTION 4.08 Voting of Deposited Securities. 


     Upon receipt of notice of any meeting at which holders of Shares or other Deposited Securities of any Series are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the
Holders of the ADSs of the corresponding Series a 


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notice which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Holders at the close of business on a specified record date will be entitled, subject to any applicable laws or regulations and to the Memorandum and Articles of Association, to instruct the Depositary as to the exercise of the voting rights pertaining to the number of Shares or other Deposited Securities of such Series represented by the American Depositary Shares of such
Series evidenced by such Holders' Receipts, and a brief statement as to the manner in which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a
designated member or members of the Board of Directors of the Company. The Depositary shall furnish the Company with copies of all such notices and statements and any other materials relating thereto prior to the mailing thereof by the Depositary.
Subject to Section 3.04 above, upon the written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the
provisions of or governing Deposited Securities of such Series to vote or cause to be voted the number of Shares or other Deposited Securities of such Series represented by the American Depositary Shares of such Series evidenced by such Holder's
Receipt in accordance with any nondiscretionary instructions set forth in such request.  The Depositary shall not vote Shares or other Deposited Securities of a particular Series represented by ADSs of the corresponding Series except in accordance
with written instructions from the Holder of the Receipt evidencing such ADS.


     SECTION 4.09 Changes Affecting Deposited Securities. 


     Upon any change in nominal value, split-up, consolidation or any other reclassification of Deposited Securities of any Series, 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 are received by the Depositary in exchange for or in conversion of or in respect of such Deposited Securities shall be treated as new Deposited Securities of such
series under this Deposit Agreement, and the  American Depositary Shares of the Series theretofore representing the Deposited Securities of the Series in respect of which such securities are received shall thenceforth represent the new Deposited
Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case, the Depositary may, with the Company's approval, and shall if the Company shall so request, execute and
deliver additional Receipts as in the case of a stock dividend, or call for the surrender of outstanding Receipts of the corresponding Series to be exchanged for new Receipts of the corresponding Series specifically describing such new Deposited
Securities.


     SECTION 4.10 Reports. 


     The Depositary shall make available for inspection by Holders of Receipts of any Series, at the Depositary's Office and at any other designated transfer offices, any 


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reports and communications received from the Company which are both (a) received by the Depositary or its nominee or nominees as the holder of Deposited
Securities of the corresponding Series and (b) made generally available to the holders of Deposited Securities of such Series by the Company.  The Depositary shall also send to such Holders copies of such reports when furnished by the Company pursuant to Section 5.06.


     In addition, upon notice that the Company has not furnished the Commission with public reports, documents or other information as required by the Securities Exchange Act of 1934, the Depositary shall,
without, however, thereby relieving the Company of its obligation under the Securities Exchange Act of 1934 to do so, and without incurring any liability for failure to do so, furnish promptly to the Commission copies of all annual or other periodic
reports and other notices or communications which the Depositary receives from the Company as a holder of Deposited Securities of any Series and which are not otherwise furnished to or filed with the Commission pursuant to any other requirement of
the Commission.


     SECTION 4.11 Available Information. 


     The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files certain reports with the Commission.  Such reports and other information may
be inspected and copied at the public reference facilities maintained by the Commission located at the date hereof at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.


     SECTION 4.12 Lists of Holders of Receipts. 


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


     SECTION 4.13 Withholding. 


     Notwithstanding any other provision of this Deposit Agreement, in the event that the Depositary determines that any distribution in property (including Shares or rights to subscribe therefor) is
subject to any tax which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems
necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property, after deduction of such taxes, to the Holders entitled thereto in
proportion to the number of American Depositary Shares with respect to which such disposition was made held by them respectively.


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     SECTION 4.14 Distributions with Respect to Deposited Securities in Bearer Form. 


     Subject to the terms of this Article IV, distributions in respect of Shares in bearer form that are held by the Depositary shall be made to the Depositary for the account of the respective Holders of
Receipts of the Series corresponding to the Series of Shares with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons or certificates.  The Depositary
and the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in connection with any such distribution.


ARTICLE 5.

The Depositary, the Custodian and the Company


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


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


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


     The Depositary may close the transfer books with respect to the Receipts of a particular Series, at any time or from time to time, when deemed expedient by it in connection with the performance of its
duties hereunder or at the request of the Company.


     If any Receipts of a particular Series or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Receipt Registrar
with respect to the Receipts of such Series or, upon the request or with the approval of the Company, shall appoint a Receipt Registrar with respect to the Receipts of such Series or one or more co-registrars for registration of such Receipts in
accordance with any requirements of such exchange or exchanges. Such Receipt Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company.


     The Depositary may perform its obligations under Section 4.12 and this Section 5.01 through any agent appointed by it, provided that the Depositary shall notify 


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the Company of such appointment and shall remain responsible for the performance of such obligations as if no agent were appointed.


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


     Neither the Depositary nor the Company shall incur any liability to any Holder, if by reason of any provision of any present or future law of the United Kingdom or any other country, or of any other
governmental authority, or by reason of any provision, present or future, of the Company's Memorandum or Articles of Association, or of the Deposited Securities or by reason of any act of God or war or other circumstances beyond its control, the
Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary or the Company incur
any liability to any Holder by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. 


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


     The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders, except to perform such obligations as are specifically set forth in this Deposit
Agreement without gross negligence or bad faith.


     The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders, except to perform such obligations as are specifically set forth in this Deposit
Agreement without gross negligence or bad faith.


     The Depositary undertakes not to issue any Receipt of any Series other than to evidence American Depositary Shares of the corresponding Series representing Deposited Securities of such Series then on
deposit with the Custodian. The Depositary also undertakes not to sell (except as expressly provided herein), pledge or lend Deposited Securities of any Series held by it as Depositary. 


     Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the
Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability 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.


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     Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares
for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information.


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


     The Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts.


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


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


     The Depositary may at any time resign as Depositary hereunder  with respect to any or all Series of Deposited Securities 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 in respect of the Series of Deposited Securities with respect to which the Depositary has given such notice and the acceptance by such successor depositary of such appointment
as hereinafter provided. The Company may at any time remove the Depositary with respect to any or all Series of Deposited Securities by written notice of such removal delivered to the Depositary, which removal shall be effective upon the appointment
of a successor depositary in respect of the Series of Deposited Securities with respect to which the Depositary is to be removed and the acceptance by such successor depositary of such appointment as hereinafter provided.


     In case at any time the Depositary acting hereunder shall resign or be removed with respect to any or all Series of Deposited Securities, the Company shall use its best efforts to appoint a successor
depositary in respect of the Series of Deposited Securities with respect to which the Depositary has so resigned or been removed which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York.  Every
successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor in respect of the Series of Deposited Securities with respect to which such appointment has been made, but such predecessor, nevertheless, upon payment of all sums due to it and
on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder in respect of the Series of


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 Deposited Securities with respect to which the Depositary has so resigned or been removed, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Deposited Securities
of such Series to such successor, and shall deliver to such successor a list of the Holders of all Receipts of the corresponding Series then outstanding. Any such successor depositary shall promptly mail notice of its appointment to such
Holders.


     Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.


     SECTION 5.05 The Custodian. 


     The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary for the Series of Shares and the corresponding Series of Deposited Securities,
American Depositary Shares and Receipts with respect to which the Custodian acts as custodian and shall be responsible solely to such Depositary.  The Custodian may resign and be discharged from its duties hereunder with respect to any or all Series
of Deposited Securities 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. The Depositary shall promptly after receiving such notice appoint a substitute
custodian with respect to the Series of Deposited Securities with respect to which the Custodian has so resigned, which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest
of the Holders to do so, it may appoint a substitute custodian with respect to any or all Series of Deposited Securities, which shall thereafter be a Custodian hereunder, and upon demand of the Depositary, any predecessor Custodian shall deliver the
Deposited Securities of the Series with respect to which a substitute custodian has been so appointed held by it to the substitute custodian so appointed by the Depositary. Any such substitute custodian shall deliver to the Depositary, forthwith
upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts of the Series with respect
to which such appointment has been made.


     Upon the appointment of any successor depositary with respect to any Series of Deposited Securities and the corresponding Series of Shares, American Depositary Shares and Receipts hereunder, the
Custodian then acting hereunder with respect to such Series of Deposited Securities shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary with respect to such Series of Deposited Securities and
the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder with respect to such Series of Deposited Securities; but such successor depositary so appointed shall, nevertheless, on the written request
of such Custodian, execute and deliver to such Custodian all such 


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instruments as may be proper to give to such Custodian full and complete power and authority as such agent hereunder of such successor depositary. 


     SECTION 5.06 Notices and Reports. 


     On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting at which holders of any Deposited Securities of a particular Series are entitled to be
present or to vote, or of any reconvening of any such meeting that has been adjourned, or of the taking of any action in respect of any cash or other distribution or any redemption or the offering of any rights in respect of Deposited Securities of
a particular Series, the Company shall transmit to the Custodian a copy of the notice thereof in the form given or to be given to holders of Deposited Securities of such Series.


     The Depositary will arrange for the prompt transmittal by the Custodian to the Depositary of such notices and any other reports and communications which are made generally available by the Company to
holders of Shares of a particular Series, and, if requested in writing by the Company, will arrange for the mailing, at the Company's expense, of copies thereof to all Holders of Receipts of the corresponding Series.


     The Company shall, with respect to each Series of Shares, deliver to each of the Depositary and the Custodian a copy of the provisions of or governing the Shares of such Series and any other Deposited
Securities issued by the Company or an affiliate of the Company in connection with such Series of Shares, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such
provisions as so amended or changed. The Depositary may rely upon such copy for all purposes of this Deposit Agreement. The Depositary will, at the expense of the Company, make such copy and any other notices, reports and other communications issued
by the Company in connection therewith available for inspection by the Holders of the Receipts of the Series evidencing the Shares of the Series governed by such provisions at the Depositary's Office, at the office of the Custodian and at any other
designated transfer office. 


     SECTION 5.07 Issuance of Additional Shares, etc. 


     The Company agrees that prior to (a) the issuance of (1) Shares that may be deposited hereunder pursuant to Section 2.02, (2) rights to subscribe for such Shares, (3) securities convertible into or
exchangeable for such Shares, or (4) rights to subscribe for any such securities, or (b) the deposit of any Shares under this Deposit Agreement by the Company or any company controlled by or under common control with the Company, it will either
promptly deliver an Officer's Certificate to the Depositary stating that a registration statement under the Securities Act of 1933 is in effect in respect of such rights or securities or any Receipts to be issued in connection therewith or promptly
furnish to the Depositary a written opinion from counsel for the Company in the United 


-23- 

















States, which counsel shall be reasonably satisfactory to the Depositary, stating that no such registration statement is required.


     SECTION 5.08 Indemnification. 


     The Company shall indemnify the Depositary and the Custodian against, and hold each of them harmless from, any loss, liability or expense which may arise out of acts performed or omitted in accordance
with the provisions of this Deposit Agreement and the Receipts, as the same may be amended from time to time, (i) by either the Depositary or the Custodian, 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 agents. The Depositary agrees to indemnify the Company and hold it harmless from any loss, liability or expense which may arise out of acts performed or omitted by the Depositary or the Custodian due to the
negligence or bad faith of either the Depositary or the Custodian.


     The obligations set forth in this Section 5.08 shall survive the termination of this Deposit Agreement and the succession or substitution of any person indemnified hereby.


     Any person seeking
indemnification hereunder (an "indemnified person") shall notify the person
from whom it is seeking indemnification (the "indemnifying person") of the
commencement of any action or claim in respect of which indemnification may be
sought promptly after such indemnified person becomes aware of such
commencement (provided that the failure to make such notification shall not
affect such indemnified person's rights under this Section 5.08) and shall
consult in good faith with the indemnifying person as to the conduct of the
defense of such action or claim, which shall be reasonable in the
circumstances. No indemnified person shall compromise or settle any such action
or claim without the consent of the indemnifying person.


     SECTION 5.09 Charges of Depositary. 


     The Company agrees to
pay all charges and expenses of the Depositary as shown in Exhibit B hereto,
and those of the Receipt Registrar any co-registrar and any co-transfer agent
under this Deposit Agreement, that are shown in Exhibit B hereto to be payable
by the Company, notwithstanding the succession or substitution of such person,
with respect to Shares, Deposited Securities, American Depositary Shares or
Receipts, or the termination of this Deposit Agreement; provided, however, that
the Depositary will pay such charges and expenses to the extent agreed between
the Depositary and the Company. Any other charges and expenses of the
Depositary hereunder will be paid by the Company after consultation and
agreement between the Depositary and the Company as to the amount and nature of
such charges and expenses. 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.


-24- 

















     ARTICLE 6.

Amendment and Termination



     SECTION 6.01 Amendment. 



     The form of Receipt to
be issued in respect of the Shares of a particular Series and any provisions of
this Deposit Agreement with respect to such Series may at any time and from
time to time be amended by agreement between the Company and the Depositary in
any respect which they may deem necessary or desirable. Any amendment which
shall impose or increase any fees or charges (other than taxes and other
governmental charges), or which shall otherwise prejudice any substantial
existing right of Holders of Receipts of a particular Series shall not,
however, become effective as to outstanding Receipts of such Series until the
expiration of thirty days after notice of such amendment to this Deposit
Agreement shall have been given to the Holders of outstanding Receipts of such
Series. Every Holder of a Receipt of the relevant Series at the time any such
amendment to this Deposit Agreement so becomes effective, if such Holder shall
have been given such notice, shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement or the Receipts of such Series as amended thereby. In no event shall
any amendment impair the right of the Holder of any Receipt of the relevant
Series to surrender such Receipt and receive therefor the Deposited Securities
of the corresponding Series represented thereby.



     SECTION 6.02 Termination. 



     The Depositary shall at
any time at the direction of the Company terminate this Deposit Agreement as to
Shares of any and all Series and the Deposited Securities, American Depositary
Shares and Receipts of all corresponding Series by mailing notice of such
termination to the Holders of all Receipts of such Series 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 as to shares of any
and all Series and the Deposited Securities, American Depositary Shares and
Receipts of all corresponding Series by mailing notice of such termination to
the Company and the Holders of all Receipts of such Series then outstanding if
at any time 60 days shall have expired after the Depositary shall have
delivered to the Company a written notice of its election to resign with
respect to such Series and a successor depositary shall not have been appointed
and accepted its appointment as provided in Section 5.04. If any Receipts of a
particular Series shall remain outstanding after the date of termination of
this Deposit Agreement as to Receipts of such Series, the Depositary thereafter
shall discontinue the registration of transfers of Receipts of such Series,
shall suspend the distribution of dividends to the Holders entitled thereto,
and shall not give any further notices or perform any further acts under this
Deposit Agreement with respect to Receipts of such Series or Shares, Deposited
Securities and American Depositary Shares of all corresponding Series,



-25- 

















except that the Depositary shall continue to collect
dividends and other distributions (including amounts in respect of any
redemption) pertaining to Deposited Securities of the corresponding Series,
shall sell rights as provided in this Deposit Agreement, and shall continue to
deliver Deposited Securities of the corresponding Series, 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
of such Series evidencing American Depositary Shares of the corresponding
Series representing Deposited Securities of the corresponding Series,
surrendered to the Depositary. At any time after the expiration of two years
from the date of termination of this Deposit Agreement as to the Receipts of a
particular Series the Depositary may sell the Deposited Securities of the
corresponding Series then held by it hereunder and may thereafter hold the net
proceeds of any such sale, together with any other cash then held by it
hereunder with respect to the Receipts of such Series, in an unsegregated
account, without liability to any party for interest thereon, for the pro rata
benefit of the Holders of Receipts of such Series evidencing American
Depositary Shares of the corresponding Series representing Deposited Securities
of the corresponding Series which had not theretofore been surrendered. 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.
Upon the termination of this Deposit Agreement as to the Receipts of any or all
Series, all obligations under this Deposit Agreement as to the Receipts of such
Series shall be discharged except for obligations under Sections 5.08, 5.09 and
6.02 hereof.



ARTICLE 7.

Miscellaneous


     SECTION 7.01 Counterparts. 


     This Deposit Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original and all of such counterparts shall constitute one and the same
instrument. Copies of this Deposit Agreement shall be filed with the Depositary
and the Custodian and shall be open to inspection by any Holder during business
hours.


     SECTION
7.02 No Third Party Beneficiaries.



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


     SECTION
7.03 Severability. 


     In case any one or more
of the provisions contained in this Deposit Agreement or in the Receipts should
be or become invalid, illegal or unenforceable in any 


-26- 

















respect, the validity, legality and enforceability of
the remaining provisions contained herein or therein shall in no way be
affected, prejudiced or disturbed thereby.


     SECTION
7.04 Holders
Parties; Binding Effect. 


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


     SECTION
7.05 Notices. 


     Any and all notices to
be given to the Company shall be deemed to have been duly given if personally
delivered or sent by first class registered mail or by cable, telex or
facsimile transmission, in each case confirmed by letter, addressed to it at 42
St. Andrew Square, Edinburgh, EH2 2YE, United Kingdom, Attention: The
Secretary, or any other address which the Company may specify in
writing.


     Any and all notices to
be given to the Depositary shall be deemed to have been duly given if
personally delivered or sent by mail or by cable, telex or facsimile
transmission in each case 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 address which the Depositary
may specify in writing.


     Any and all notices to
be given to any Holder of a Receipt 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 Holder at the address of such Holder as
it appears on the transfer books for Receipts maintained by the Depositary, or,
if such Holder shall have filed with the Depositary a written request that
notices intended for such Holder be mailed to some other address, at the
address designated in such request.


     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 Company may, however, act upon any cable, telex or facsimile transmission
received by it from the other or from any Holder of a Receipt, notwithstanding
that such cable, telex or facsimile transmission shall not subsequently be
confirmed by letter as aforesaid.


     SECTION
7.06 Governing Law. 


     This Deposit Agreement
and the Receipts shall be interpreted in accordance with, and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed
by, the laws of the State
of New York.


-27- 

















     IN WITNESS WHEREOF, THE
ROYAL BANK OF SCOTLAND GROUP plc and THE BANK OF NEW YORK have duly executed
this Deposit Agreement as of the day and year first above set forth and all
Holders and owners of Receipts of any Series shall become parties hereto upon
becoming Holders or owners of Receipts of any Series issued in accordance with
the terms hereof.


 


  	 THE ROYAL BANK OF SCOTLAND 
	 	GROUP plc
	  	 
	 	 
	 By:

      	/s/ Hew Campbell 
	 	

	 	Name: Hew Campbell 
	 	Title: 
	 	 
	 	 


  	 THE BANK OF NEW YORK 
	 	  
	  	 
	 By:

      	/s/ David S. Stueber 
	 	

	 	 Name: David S. Stueber 
	 	Title: Vice President 


  



 




-28- 
















 



EXHIBIT A 


 [FORM OF FACE OF RECEIPT] 


 AMERICAN DEPOSITARY RECEIPT, SERIES __1


evidencing 


AMERICAN DEPOSITARY SHARES, SERIES __*


representing


 NON-CUMULATIVE DOLLAR PREFERENCE SHARES, SERIES __*


of


THE ROYAL BANK OF SCOTLAND GROUP plc


(Incorporated under the laws of

  Great Britain and registered in Scotland)


 No.


      THE
BANK OF NEW YORK, a New York banking corporation, as Depositary (the
"Depositary"), hereby certifies that is the owner of __________ American
Depositary Shares, Series __* (the "American Depositary Shares"), representing
deposited Non-cumulative Dollar Preference Shares, Series __* (including
evidence of rights to receive such Shares, hereinafter referred to as "Shares")
of The Royal Bank of Scotland Group plc, a public limited company incorporated
under the laws of Great Britain and registered in Scotland (the "Company"). At
the date hereof, each American Depositary Share represents ___ Share[s]
deposited under the Deposit Agreement (as defined below) at the principal
London office of The Bank of New York, a New York banking corporation (the
"Custodian").


      (1) This American Depositary Receipt is one of the American Depositary Receipts, Series __ (the "Receipts") issued and to be issued upon the terms and conditions set forth in the Deposit Agreement dated as of August 17, 1992, as amended and restated as of February 8, 1999, and as further amended and restated as of November 2, 2001 (as amended from time to time, the "Deposit Agreement"), among the Company, the Depositary and all holders and owners from time to time of Receipts of any series issued thereunder, each of whom by holding or owning a Receipt agrees to become

  _________________________

  

     1*Insert Series designation and any additional designation of the relevant Series of Shares. 



    











  a party thereto and becomes bound by all the
terms and provisions thereof. The Deposit Agreement sets forth the rights of
holders of the Receipts and the rights and duties of the Depositary in respect
of the Shares deposited thereunder and any and all other securities, property
and cash from time to time received in respect thereof (the "Deposited
Securities"). Copies of the Deposit Agreement are on file at the principal
offices of the Depositary and the Custodian. The statements made on the face
and the reverse of this Receipt are summaries of certain provisions of the
Deposit Agreement as such provisions apply to the Receipts, the Shares and the
American Depositary Shares and are qualified by and subject to the detailed
provisions of the Deposit Agreement, to which reference is hereby made. The
Depositary makes no representation or warranty as to the validity or worth of
the Deposited Securities or the meaning or interpretation of any term or
provision of any Deposited Security.


      (2) Upon surrender
at the Depositary's Office (set forth below) of this Receipt, and upon payment
of the fee of the Depositary provided in paragraph (7) of this Receipt, subject
 to the terms and conditions of the Deposit Agreement, and subject to the limitations
set forth in the second to last sentence of Article 3 below, the holder hereof is
 entitled to delivery, to him or upon his order, of the Deposited Securities then
represented by the American Depositary Shares evidenced by this Receipt. Delivery
of such Deposited Securities shall be made in registered form only by the delivery
of a share certificate or certificates in the name of the holder hereof or as ordered
by such holder or by the delivery of certificates properly endorsed (or accompanied by
appropriate instruments of transfer). Such delivery will be made without
unreasonable delay and, at the option of the holder hereof, either at the office
of the Custodian or at the Depositary's Office, provided that the forwarding of
share certificates evidencing Deposited Securities for such delivery at the
Depositary's Office in The City of New York shall be at the risk and expense of
the holder hereof.


      (3) Transfers of this
Receipt may be registered on the books of the Depositary by the holder hereof
in person or by duly authorized attorney, upon surrender of this Receipt at any
designated transfer office properly endorsed or accompanied by proper
instruments of transfer and duly stamped as may be required by applicable law;
provided, however, that 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 under the Deposit Agreement or at the request of the
Company. This Receipt may be split into other Receipts or may be combined with
other 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 the transfer or withdrawal
of any Deposited Securities, the Depositary or the Custodian may require
payment of a sum sufficient to reimburse it for any tax or other governmental
charge and any stock transfer or registration fees with respect thereto and
payment of any applicable fees as provided in paragraph (7) of 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 laws or governmental
regulations relating to Receipts or to the withdrawal of Deposited
Securities.


      The Depositary may refuse to execute and deliver Receipts, register the transfer of any Receipt or make any distribution of, or related to, Deposited Securities until it has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership of Receipts, Deposited Securities or other securities, compliance with all applicable laws and regulations and all applicable provisions of or governing Deposited Securities, or other information as it may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer or surrender of Receipts in particular instances may be refused, or the registration of
transfer or surrender of outstanding Receipts generally may be suspended,
during any period when the transfer books of the Depositary, or the transfer
books of the Company or any Share 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, or for any other reason, subject to the following
sentence. 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 or the Company or the deposit of
shares in connection with voting at a shareholders' meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii)
compliance with any U.S. or foreign laws or governmental regulations relating
to the Receipts or to the withdrawal of the Deposited Securities. Without
limitation of the foregoing, the Depositary will not knowingly accept for
deposit under the Deposit Agree ment any Shares which, if sold by the holder
thereof in the United States or its territories, would be subject to the
registration provisions of the Securities Act of 1933, as amended, unless a
registration statement is in effect as to such Shares.


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


 














      (5) Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive rights and that the person making such deposit is duly authorized so to do. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts therefor.

      (6) Notwithstanding any other provision of the Deposit Agreement and
without prejudice to any disclosure obligations which may from time to time
apply in respect of the Shares contained in the Companies Act 1985 and any
other applicable law or which may be contained in the Memorandum and Articles
of Association of the Company and the remedies of the Company for
non-compliance therewith, each holder agrees to comply with requests from the
Company or the Depositary which are made under relevant legislation to provide
information, inter alia, as to the capacity in which such holder owns Receipts and
regarding the identity of any other person having an interest in such Receipts
and the nature of such interest and shall forfeit the right to direct the
voting of Shares as to which compliance is not made, all as if such Receipts
were to the extent practicable the Shares represented thereby, and the
Depositary agrees to use its reasonable efforts to comply with any instructions
received from the Company requesting that the Depositary take the reasonable
actions specified therein to obtain such information.


      (7) The Depositary will charge the party to whom Receipts are delivered
against deposits (with the exception of the initial deposit of Shares), and the
party surrendering Receipts for delivery of Deposited Securities, $5 for each
100 American Depositary Shares (or portion thereof) evidenced by the Receipts
issued or surrendered. The Company will pay all other charges and expenses of
the Depositary and those of any Receipt registrar, with the exception of (i)
taxes and other governmental charges, (ii) stock transfer and registration fees
on deposits of Shares and withdrawals of Deposited Securities, (iii) such
cable, telex and facsimile transmission and delivery charges as are expressly
provided in the Deposit Agreement to be at the expense of persons depositing or
withdrawing Shares or holders of Receipts, and (iv) such expenses as are
incurred or paid by the Depositary in the conversion of foreign currency, if
any, into United States dollars (which are reimbursable out of such foreign
currency).


      (8) It is a condition of
this Receipt, and every successive holder or owner hereof by holding or owning
the same consents and agrees, that title to this Receipt (and to the Deposited
Securities represented by the American Depositary Shares evidenced hereby),
when properly endorsed or accompanied by proper instruments of transfer, is
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that the Company and 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 (a "Holder") as the
absolute owner hereof for the purpose 














of determining the person entitled to distribution
of dividends or other distributions with respect hereto (including
distributions upon the redemption of the Deposited Securities) or to any notice
provided for in the Deposit Agreement and for all other purposes.


     (9) 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 signature of a duly authorized officer or, if a
registrar for the Receipts shall have been appointed, by the manual signature
of a duly authorized officer of such registrar.


      (10) The Company is
subject to the periodic reporting requirements of the Securities Exchange Act
of 1934, as amended, and accordingly files certain reports with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
may be inspected and copied at the public reference facilities maintained by
the Commission located at the date of the Deposit Agreement at Judiciary Plaza,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. 


	 	 THE BANK OF NEW YORK 
	 	 	 as Depositary and Registrar 
	 	 	 
	 Dated: 	 	 
	 	  	 
	 	 By:

    	 
	 	 	

	 	 	 Authorized Officer 







      The address of the
Principal Office of the Depositary is One Wall Street, New York, New York,
10286. The address of the Depositary for the administration of American
Depositary Receipts is 101 Barclay Street, New York, New York,
10286.














 [FORM OF REVERSE OF RECEIPT] 

 SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

  OF THE DEPOSIT AGREEMENT

      (11) Dividends and Distributions; Rights.
Whenever the Depositary shall receive any cash dividend or other cash
distribution by the Company in respect of any Deposited Securities (including
cash in respect of redemption), if such cash dividend or other cash
distribution is received in United States dollars, the Depositary shall
distribute the dollars so received, and if such cash dividend or other cash
distribution is received in a currency other than United States dollars, the
Depositary will, if at the time of receipt thereof such amounts of 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 provisions of the Deposit Agreement, convert such dividend or
distribution into United States dollars and distribute the amount thus
received, in either case to the Holders entitled thereto in proportion to the
number of American Depositary Shares representing such Deposited Securities
held by them respectively; provided, however, that the amount distributed will
be reduced by any amounts required to be withheld by the Company, its agent or
the Depositary on account of taxes. If in the judgment of the Depositary
amounts received in foreign currency may not be converted on a reasonable basis
into United States dollars transferable to the United States, or may not be so
convertible for all of the Holders entitled thereto, the Depositary may in its
discretion make such conversion, if any, and distribution in United States
dollars to the extent permissible to the Holders entitled thereto and may
distribute the balance of the foreign currency received and not so convertible
by the Depositary to, or hold such balance for the account of, the Holders
entitled thereto. If in the opinion of the Depositary any distribution other
than cash or Shares upon any Deposited Securities cannot be made
proportionately among the Holders entitled thereto, or if for any other reason
the Depositary deems such distribution not to be feasible, the Depositary may
adopt such method as it may deem equitable for the purpose of effecting such
distribution, including the public or private sale of the securities or
property thus received, or any part thereof, and the net proceeds of any such
sale will be distributed by the Depositary to the Holders entitled thereto as
in the case of a distribution received in cash. If any distribution upon any
Deposited Securities consists of a dividend in, or free distribution of,
Shares, the Depositary may with the Company's approval, and shall if the
Company shall so request, distribute to the Holders entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, additional Receipts for an
aggregate number of American Depositary Shares representing the amount of
Shares received as such dividend or free distribution. In lieu of delivering
Receipts for fractional American Depositary Shares in any such case, the
Depositary may sell the amount of Shares represented by the aggregate of such
fractions and distribute the net proceeds as though such proceeds had been a
distribution of cash or other property. 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 Company shall offer or cause to be offered to
the holder 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 and subject to the Memorandum and Articles of Association, the
Companies Act 1985 and all applicable legislation and regulations, shall have
discretion as to the procedure to be followed in making such rights available
to Holders or in disposing of such rights on behalf of Holders; provided,
however, that the Depositary will, if requested by the Company, either (a) make
such rights available to Holders by means of warrants or otherwise, if lawful
and feasible, or (b) if making such rights available is not lawful or not
feasible, or if the rights represented by such warrants or other instruments
are not exercise d and appear to be about to lapse, sell such rights or
warrants or other instruments at public or private sale, at such place or
places and upon such terms as the Depositary may deem proper, and allocate the
proceeds of such sales for the account of the Holders otherwise entitled
thereto upon an averaged or other practicable basis without regard to any
distinctions among such Holders because of exchange restrictions, or the date
of delivery of any Receipt or Receipts, or otherwise. 


           (12) Redemption. In the event that
the Company exercises any right of redemption in respect of Shares, the
Depositary will redeem, from the amounts received by it in respect of such
redemption, that number of American Depositary Shares which represents the
number of Shares so redeemed. Subject to certain provisions of the Deposit
Agreement regarding payments or the making of distributions with respect to the
Deposited Securities, the redemption price per American Depositary Share to be
redeemed will be equal to the per share amount received by the Depositary upon
the redemption of the Shares multiplied by the number of Shares (or the
fraction of a Share) represented by each such American Depositary Share. If
less than all of the outstanding Shares are redeemed, the American Depositary
Shares to be redeemed will be selected by lot or redeemed pro rata as may be
determined by the Depositary. 


      The Company will
deliver notice of its exercise of its right of redemption to the Depositary
prior to the date fixed for redemption. Promptly after receiving such notice
from the Company, the Depositary will mail copies thereof to all Holders of
Receipts. 


      (13) 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 the Company shall redeem any of the Shares,
or whenever the Depositary shall receive notice of any meeting at which holders
of Shares or other Deposited Securities shall be entitled to be present or
vote, the Depositary will fix a record date for the determination of the
Holders who shall be entitled to receive such dividend, distribution, amounts
in respect of redemption or rights, or the net proceeds of any sale thereof, or
to attend or to give 














instructions for the exercise of voting rights at any such meeting,
subject to the provisions of the Deposit Agreement.

     (14) Voting of Deposited Securities. Upon receipt of notice of
any meeting at which holders of Deposited Securities are entitled to vote, the
Depositary will mail to the Holders a notice which will contain (a) such
information as is contained in such notice of meeting and (b) a statement that
the Holders at the close of business on a specified record date will be
entitled to instruct the Depositary as to the exercise of the voting rights
pertaining to the number of Shares or other Deposited Securities represented by
their respective American Depositary Shares evidenced by such Holders'
Receipts, and a brief statement as to the manner in which such instructions may
be given. Subject to Article 6 above, upon the written request of a Holder of a
Receipt or Receipts on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary will endeavor
insofar as practicable to vote or cause to be voted the number of Shares or
other Deposited Securities underlying the American Depositary Shares evidenced
by such Receipt or Receipts in accordance with any such nondiscretionary
instructions. The Depositary shall not vote Shares or other Deposited
Securities underlying a Receipt except in accordance with written instructions
from the Holder of such Receipt.


      (15) Changes Affecting
Deposited Securities. Upon any change in
nominal 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 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 the American
Depositary Shares shall thenceforth represent the new Deposited Securities so
received in exchange or conversion, unless additional Receipts are delivered
pursuant to the following sentence. In any such case the Depositary may with
the Company's approval, and shall if the Company shall so request, execute and
deliver additional Receipts as in the case of a stock dividend, or call for
the surrender of outstanding Receipts to be exchanged for new
Receipts.


      (16) Reports;
Inspection of Transfer Books. The
Depositary will make available for inspection by Holders at the Depositary's
Office and at any other designated transfer offices any reports and
communications 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 holder or holders of such Deposited Securities by the Company.
Upon the written request of the Company, the Depositary will also send to
Holders copies of such reports when furnished by the Company as provided in the
Deposit Agreement. The Depositary will arrange for the mailing to all Holders
of any notice received by it in respect of any meeting at which holders of
Deposited Securities are entitled to be present or to vote, or of any
reconvening of any such meeting that has














 been adjourned, or of the taking of any action in
respect of any cash or other distribution or any redemption or the offering of
any rights in respect of Deposited Securities. The Depositary will keep books
for the registration of Receipts and their transfer which at all reasonable
times will be open for inspection by the Holders, provided that such inspection
shall not be for the purpose of communicating with Holders in the interest of a
business or object other than the business of the Company or a matter related
to the Deposit Agreement or the Receipts.


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


      (18) Liability of the
Company and Depositary. Neither the
Depositary nor the Company shall incur any liability to any Holder of this
Receipt, if by reason of any provision of any present or future law of any
country, or of any governmental authority, or by reason of any provision,
present or future, of the Memorandum or Articles of Association of the Company
or of the Deposited Securities or by reason of any act of God or war or other
circumstance beyond its control, the Depositary or the Company shall be
prevented or forbidden from, or delayed in, doing or performing any act or
thing which by the terms of the Deposit Agreement it is provided shall be done
or performed. Neither the Company nor the Depositary assumes any obligation or
shall be subject to any liability under the Deposit Agreement to Holders,
except to perform such obligations as are specifically set forth in the Deposit
Agreement without gross negligence or bad faith. Neither the Depositary nor the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of any Deposited Securities or in
respect of the Receipts, which in its opinion may involve it in expense and
liability, unless indemnity satisfactory to it against all expense and
liability shall be furnished as often as may be required, and the Custodian
shall not be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodian being solely to the Depositary. Neither the
Depositary nor the Company shall be liable for any action or non-action by it
in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Holder, or any other person
believed by it in good faith to be competent to give such advice or
information. The Depositary will not be responsible for any failure to carry
out any instructions to vote any of the Deposited Securities, or for the manner
in which any such vote is cast or the effect of any such vote, provided that
any such action or non-action is in good faith. The Depositary may own and deal
in any class of securities of the Company and its affiliates and in Receipts.
The Company shall indemnify the Depositary

  











 and the Custodian against, and hold each of them
harmless from, any loss, liability or expense which may arise out of acts
performed or omitted in accordance with the provisions of the Deposit Agreement
and the Receipts, as the same may be amended from time to time, (i) by the
Depositary or the Custodian, except for any liability arising out of the
negligence or bad faith of either of them or (ii) by the Company or any of its
agents.


      (19) Resignation and
Removal of Depositary; Substitution of
Custodian. The Depositary may at any time resign as Depositary under the
Deposit Agreement with respect to the Receipts by written notice of its
election to do so 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, effective 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 appoint one or more substitute
custodians and the term "Custodian" shall refer to each substitute.


      (20) Amendment of
Deposit Agreement and Receipts. The
Receipts and the Deposit Agreement as it applies to the Receipts may at any
time and from time to time be amended by agreement between the Company and the
Depositary. Any amendment which shall impose or increase any fees or charges
(other than taxes or other governmental charges), or which shall otherwise
prejudice any substantial existing right of Holders, shall not, however, become
effective as to outstanding Receipts until the expiration of thirty days after
notice of such amendment shall have been given to the Holders of outstanding
Receipts. Every Holder at the time any amendment so becomes effective, if such
Holder shall have been given such notice, shall be deemed, by continuing to
hold such Receipt, to consent and agree to such amendment and to be bound by
the Deposit Agreement a s amended thereby. In no event shall any amendment
impair the right of the Holder to surrender this Receipt and receive therefor
the Deposited Securities represented hereby.


      (21) Termination of Deposit Agreement. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 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 Holders of all Receipts then outstanding at any time 60 days after the Depositary shall have resigned, if a successor depositary shall not have been appointed and accepted its appointment. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Holders
thereof, and shall not give any further notices or perform any further acts
under 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
(including amounts in respect of any redemption) 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. At any time two years from the date
of termination of the Deposit Agreement, the Depositary may sell the Deposited
Securities then held by it under the Deposit Agreement and hold the net
proceeds of any such sale and any other cash then held by it under the Deposit
Agreement, in an unsegregated account, without liability to any party for
interest thereon, for the pro rata benefit of the Holders of theretofore
unsurrendered Receipts.













 EXHIBIT B

 CHARGES OF THE DEPOSITARY

	Service

            By Whom Paid 	 	Rate
	 (1) Issuance by Depositary

      of Receipts against deposits

      of Shares 2 	 $5 per 100 American

      Depositary Shares or

    portion 	 Party to whom Receipts are

        delivered thereof 
	 (2) Delivery by Custodian

      of Deposited Securities

      against surrender of

    Receipts 	 $5 per 100 American

      Depositary Shares or

    fraction 	 Party surrendering Receipts

    thereof 




 The Company will pay all other charges of the
Depositary and those of any Receipt Registrar, co-transfer agent and
co-registrar plus reasonable out-of-pocket expenses for printing, stationery,
postage, and similar items, incurred by the Depositary in the exercise of its
duties and obligations under the Deposit Agreement, in accordance with
agreements in writing entered into between the Depositary and the Company from
time to time, except for (a) taxes and other governmental charges, (b) such
cable, telex and facsimile transmission and delivery charges as are expressly
provided in the Deposit Agreement to be at the expense of persons depositing
Shares or Holders, (c) such stock transfer and registration fees as may from
time to time be in effect for the registration of transfers of Shares generally
on any Share register of the Company (or any appointed agent of the Company for
transfer and registration of Shares) and accordingly applicable to transfers of
Shares to the name of th e Depositary, the Custodian or the nominee of either
on the making of deposits hereunder, which shall be borne by the depositing
Shareholder, and (d) such expenses as are incurred or paid by the Depositary in
the conversion of foreign currency, if any, into dollars (which are
reimbursable out of such foreign currency).

 _________________________



  

     2 The initial deposit of American Depositary Shares with the Depositary shall not be subject to any charge by the Depositary.