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                                                            Exhibit 4.2

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                                   PEARSON PLC

                                       AND

                              THE BANK OF NEW YORK

                                  As Depositary

                                       AND

               OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

                                Deposit Agreement

                           Dated as of March 21, 1995

                 Amended and Restated as of _____________, 2000

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                                DEPOSIT AGREEMENT

         DEPOSIT AGREEMENT dated as of March 21, 1995, as amended and restated
as of ____________, 2000 among PEARSON PLC, incorporated under the laws of
England and Wales (herein called the Company), THE BANK OF NEW YORK, a New York
banking corporation (herein called the Depositary), and all Owners and holders
from time to time of American Depositary Receipts issued hereunder.

                              W I T N E S S E T H :

         WHEREAS, the Company desires to provide, as hereinafter set forth in
this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of
the Company from time to time with the Depositary or with the Custodian (as
hereinafter defined) as agent of the Depositary for the purposes set forth in
this Deposit Agreement, for the creation of American Depositary Shares
representing the Shares so deposited and for the execution and delivery of
American Depositary Receipts evidencing the American Depositary Shares; and

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

         NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties hereto as follows:

ARTICLE 1. DEFINITIONS.

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

         SECTION 1.01. American Depositary Shares.

                  The term "American Depositary Shares" shall mean the
securities representing the interests in the Deposited Securities and evidenced
by the Receipts issued hereunder. Each American Depositary Share shall represent
one Share, until there shall occur a distribution upon Deposited Securities
covered by Section 4.03 or a change in Deposited Securities covered by Section
4.08 with respect to which additional Receipts are not executed and delivered,
and thereafter American Depositary Shares shall evidence the amount of Shares or
Deposited Securities specified in such Sections.

         SECTION 1.02. Commission.

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


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         SECTION 1.03. Company.

                  The term "Company" shall mean Pearson plc, incorporated under
the laws of England and Wales, and its successors.

         SECTION 1.04. Custodian.

                  The term "Custodian" shall mean the London, England, office of
The Bank of New York, as agent of the Depositary for the purposes of this
Deposit Agreement, and any other firm or corporation which may hereafter be
appointed by the Depositary pursuant to the terms of Section 5.05, as substitute
or additional custodian or custodians hereunder, as the context shall require
and shall also mean all of them collectively.

         SECTION 1.05. Deposit Agreement.

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

         SECTION 1.06. Depositary; Corporate Trust Office

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

         SECTION 1.07. Deposited Securities.

                  The term "Deposited Securities" as of any time shall mean
Shares at such time deposited or deemed to be deposited under this Deposit
Agreement and any and all other securities, property and cash received by the
Depositary or the Custodian in respect thereof and at such time held hereunder,
subject as to cash to the provisions of Section 4.05.

         SECTION 1.08. Dollars; Pence.

                  The term "Dollars" shall mean United States dollars. The term
"pence" or "p" shall mean United Kingdom pence.

         SECTION 1.09. Foreign Registrar.

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


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         SECTION 1.10. Holder. The term "Holder" shall mean any person who has a
beneficial interest in any Receipt.

         SECTION 1.11. Owner.

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

         SECTION 1.12. Receipts.

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

         SECTION 1.13. Registrar.

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

         SECTION 1.14. Restricted Securities.

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

         SECTION 1.15. 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.

         SECTION 1.16. Shares.

                  The term "Shares" shall mean ordinary shares in registered
form of the Company, par value twenty-five pence each, heretofore validly issued
and outstanding and fully paid and free of any pre-emptive rights of the holders
of outstanding Shares or hereafter validly issued and outstanding and fully paid
and free of any pre-emptive rights of the holders of outstanding Shares or
interim certificates representing such Shares.


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

         SECTION 2.01. Form and Transferability of Receipts.

                  Definitive Receipts shall be substantially in the form set
forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. No Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been executed by the
Depositary by the manual or facsimile signature of a duly authorized signatory
of the Depositary and, if a Registrar for the Receipts shall have been
appointed, by the manual or facsimile signature of a duly authorized signatory
of the Registrar. The Depositary shall maintain books on which each Receipt so
executed and delivered as hereinafter provided and the transfer of each such
Receipt shall be registered. Receipts bearing the manual or facsimile signature
of a duly authorized signatory of the Depositary who was at any time a proper
signatory of the Depositary shall bind the Depositary, notwithstanding that such
signatory has ceased to hold such office prior to the execution and delivery of
such Receipts by the Registrar or did not hold such office on the date of
issuance of such Receipts.

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

                  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 Owner
thereof as the absolute owner thereof for the purpose of determining the person
entitled to distribution of dividends or other distributions or to any notice
provided for in this Deposit Agreement and for all other purposes.

         SECTION 2.02. Deposit of Shares.

                  Subject to the terms and conditions of this Deposit Agreement,
Shares or evidence of rights to receive Shares may be deposited by delivery
thereof to any Custodian hereunder, accompanied by any appropriate instrument or
instruments of transfer, or endorsement, in form satisfactory to the Custodian,
together with all such



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

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

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

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

         SECTION 2.03. Execution and Delivery of Receipts.

                  Upon receipt by any Custodian of any deposit pursuant to
Section 2.02 hereunder (and in addition, if the transfer books of the Company or
the Foreign Registrar, if applicable, are open, the Depositary may in its sole
discretion require a proper acknowledgment or other evidence from the Company
that any Deposited Securities have been recorded upon the books of the Company
or the Foreign Registrar, if applicable, in the name of the Depositary or its
nominee or such Custodian or its nominee), together with the other documents
required as above specified, such Custodian shall notify the Depositary of such
deposit and the person or persons to whom or upon whose written order a Receipt
or Receipts are deliverable in respect thereof and the number of American
Depositary Shares to be evidenced thereby. Such notification shall be made by
letter or,



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at the request, risk and expense of the person making the deposit, by cable,
telex or facsimile transmission. Upon receiving such notice from such Custodian,
or upon the receipt of Shares by the Depositary, the Depositary, subject to the
terms and conditions of this Deposit Agreement, shall execute and deliver at its
Corporate Trust Office, to or upon the order of the person or persons entitled
thereto, a Receipt or Receipts, registered in the name or names and evidencing
any authorized number of American Depositary Shares requested by such person or
persons, but only upon payment to the Depositary of the fees of the Depositary
for the execution and delivery of such Receipt or Receipts as provided in
Section 5.09, and of all taxes and governmental charges and fees payable in
connection with such deposit and the transfer of the Deposited Securities.

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

                  The Depositary, subject to the terms and conditions of this
Deposit Agreement, shall register transfers of Receipts on its transfer books
from time to time, upon any surrender of a Receipt, by the Owner in person or by
a duly authorized attorney, properly endorsed or accompanied by proper
instruments of transfer, and duly stamped as may be required by the laws of the
State of New York and of the United States of America. Thereupon the Depositary
shall execute a new Receipt or Receipts and deliver the same to or upon the
order of the person entitled thereto.

                  The Depositary, subject to the terms and conditions of this
Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose
of effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered. The Depositary shall
ensure that it has on hand at all times a sufficient supply of Receipts to meet
the demand for transfer.

                  Upon the request or approval of the Company, the Depositary
may appoint one or more co-transfer agents for the purpose of effecting
transfers, combinations and split-ups of Receipts at designated transfer offices
on behalf of the Depositary. In carrying out its functions, a co-transfer agent
may require evidence of authority and compliance with applicable laws and other
requirements by Owners or persons entitled to Receipts and will be entitled to
protection and indemnity to the same extent as the Depositary.

         SECTION 2.05. Surrender of Receipts and Withdrawal of Shares.

                  Upon surrender at the Corporate Trust Office of the Depositary
of a Receipt for the purpose of withdrawal of the Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt, and
upon payment of the fee of the Depositary for the surrender of Receipts as
provided in Section 5.09 and payment of all taxes and governmental charges
payable in connection with such surrender and withdrawal of the Deposited
Securities, and subject to the terms and conditions of this



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

                  A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to cause the Deposited Securities being withdrawn to be delivered to or upon the
written order of a person or persons designated in such order. Thereupon the
Depositary shall direct the Custodian to deliver at the London, England, office
of such Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the other
terms and conditions of this Deposit Agreement, to or upon the written order of
the person or persons designated in the order delivered to the Depositary as
above provided, the amount of Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, except that the Depositary may make
delivery to such person or persons at the Corporate Trust Office of the
Depositary of any dividends or distributions with respect to the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, or of any proceeds of sale of any dividends, distributions or rights,
which may at the time be held by the Depositary.

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

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

                  As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination or surrender of any Receipt or
withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar
may require payment from the depositor of Shares or the presentor of the Receipt
of a sum sufficient to reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto (including any such
tax or charge and fee with respect to Shares being



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deposited or withdrawn) and payment of any applicable fees as herein provided,
may require the production of proof satisfactory to it as to the identity and
genuineness of any signature and may also require compliance with any
regulations the Depositary may establish consistent with the provisions of this
Deposit Agreement, including, without limitation, this Section 2.06.

                  The delivery of Receipts against deposits of Shares generally
or against deposits of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from time
to time because of any requirement of law or of any government or governmental
body or commission, or under any provision of this Deposit Agreement, or for any
other reason, subject to the provisions of the following sentence.
Notwithstanding any other provision of this Deposit Agreement or the Receipts,
the surrender of outstanding Receipts and withdrawal of Deposited Securities may
not be suspended subject only to (i) temporary delays caused by closing the
transfer books of the Depositary or the Company or the deposit of Shares in
connection with voting at a shareholders' meeting, or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with
any U.S. or foreign laws or governmental regulations relating to the Receipts or
to the withdrawal of the Deposited Securities. Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under 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. The Depositary, at the reasonable expense of the Company, shall
make reasonable efforts to comply with written instructions of the Company not
to accept for deposit hereunder any Shares identified in such instructions at
such times and under such circumstances as may reasonably be specified in such
instructions in order to facilitate the Company's compliance with the securities
laws of the United States.

         SECTION 2.07. Lost Receipts, etc.

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

         SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.


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

         SECTION 2.09. Pre-Release of Receipts.

                  Notwithstanding Section 2.03 hereof, the Depositary may
execute and deliver Receipts prior to the receipt of Shares pursuant to Section
2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.05, deliver
Shares upon the receipt and cancellation of Receipts which have been
Pre-Released, whether or not such cancellation is prior to the termination of
such Pre-Release or the Depositary knows that such Receipt has been
Pre-Released. The Depositary may receive Receipts in lieu of Shares in
satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts are to
be delivered that such person, or its customer, (i) owns the Shares or Receipts
to be remitted, as the case may be, (ii) assigns all beneficial right, title and
interest in such Shares or Receipts, as the case may be, to the Depositary in
its capacity as such and for the benefit of the Owners, and (iii) will not take
any action with respect to such Shares or Receipts, as the case may be, that is
inconsistent with the transfer of beneficial ownership (including, without the
consent of the Depositary, disposing of such Shares or Receipts, as the case may
be), other than in satisfaction of such Pre-Release, (b) at all times fully
collateralized with cash or such other collateral as the Depositary determines
in good faith will provide substantially similar liquidity and security, (c)
terminable by the Depositary on not more than five (5) business days notice, and
(d) subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The number of Shares represented by American Depositary
Shares which are outstanding at any time as a result of Pre-Releases will not
normally exceed thirty percent (30%) of the Shares deposited hereunder;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate.

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



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         SECTION 2.10. Maintenance of Records. The Depositary agrees to maintain
or cause its agents to maintain records of all Receipts surrendered and
Deposited Securities withdrawn under Section 2.05, substitute Receipts delivered
under Section 2.07, and if cancelled or destroyed Receipts under Section 2.08,
in keeping with the procedures ordinarily followed by stock transfer agents
located in the City of New York or as required by the laws or regulations
governing the Depositary.

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.

         SECTION 3.01. Filing Proofs, Certificates and Other Information.

                  Any person presenting Shares for deposit or any Owner of a
Receipt may be required from time to time to file with the Depositary or the
Custodian such proof of citizenship or residence, exchange control approval, or
such information relating to the registration on the books of the Company or the
Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or proper.
The Depositary may withhold the delivery or registration of transfer of any
Receipt or the distribution of any dividend or sale or distribution of rights or
of the proceeds thereof or the delivery of any Deposited Securities until such
proof or other information is filed or such certificates are executed or such
representations and warranties made. The Depositary shall provide to the
Company, promptly upon its written request, copies of any such proofs of
citizenship or residence or other information referred to above so requested.

         SECTION 3.02. Liability of Owner for Taxes.

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

         SECTION 3.03. Warranties on Deposit of Shares.

                  Every person depositing Shares under this Deposit Agreement
shall be deemed thereby to represent and warrant that such Shares and each
certificate therefor are validly issued, fully paid, nonassessable and free of
any pre-emptive rights of the holders of outstanding Shares and that the person
making such deposit is duly authorized so to do. Every such person shall also be
deemed to represent that the deposit of such Shares



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and the sale of Receipts evidencing American Depositary Shares representing such
Shares by that person are not restricted under the Securities Act of 1933. Such
representations and warranties shall survive the deposit of Shares and issuance
of Receipts.

         SECTION 3.04. Disclosure of Interests in Response to Disclosure Notice.

                  Notwithstanding any other provision of this Deposit Agreement,
each Owner shall, and shall procure that any other natural or legal person
having an interest of any kind whatsoever in any Shares represented by American
Depositary Shares evidenced by any Receipt held by such Owner (an "Additional
Holder") shall, comply with any requirement (a "Disclosure Notice") received
from the Company from time to time requiring the provision of information
permitted to be required by Section 212 ("Section 212") of the Companies Act
1985 (the "Companies Act") as Section 212 from time to time may be amended,
supplemented or superseded by other provisions of English law, or the Articles
of Association of the Company, including, but not limited to, information as to
the capacity in which such Owner is or was interested in Shares, the identity of
any other person then or previously interested in such Shares to the extent
possible and the nature of such interest. For the purposes of this Section 3.04
and Sections 3.05 and 3.06 the terms "interests in shares", "interested in
shares" or any similar expression shall have the meanings given to them in Part
VI of the Companies Act as of the date hereof.

         SECTION 3.05. Obligation to Disclose Certain Interests in Outstanding
Shares.

                  (a) Each Owner is deemed to agree (for itself and on behalf of
any Additional Holder) (i) to comply with all obligations from time to time
having effect under English law which require the provision to the Company by
persons interested in Shares of information in respect of such interests and
(ii) to take all steps necessary to inform itself as to the applicability and
extent of such obligations.

                  (b) Each Owner is deemed to acknowledge (for itself and on
behalf of any Additional Holder) that the obligations referred to in Section
3.05(a) hereof include but are not limited to Section 198 of the Companies Act
("Section 198") as Section 198 from time to time may be amended, supplemented or
superseded by other provisions of English law.

                  (c) Each Owner is further deemed to agree (for itself and on
behalf of any Additional Holder) to make such disclosure of interests in Shares
as may be required to be made by the Owner or Additional Holder from time to
time pursuant to the City Code on Take-overs and Mergers as it from time to time
may be amended, supplemented or



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superseded by other provisions of English law, and the Rules Governing
Substantial Acquisitions of Shares as it from time to time may be amended,
supplemented or superseded by other provisions of English law (each of which
being published by the Panel on Take-overs and Mergers of the United Kingdom)
and to take all steps necessary to inform itself as to the applicability and
extent of such obligations.

         SECTION 3.06. Sanctions for Failure to Comply with Section 3.04 or
Section 3.05.

                  Each Owner is deemed to agree (for itself and on behalf of any
Additional Holder) to the sanctions set forth in this Section 3.06 for failure
to comply with Section 3.04 or Section 3.05.

                  In the event that the Company shall determine that an Owner or
Additional Holder has failed to comply in a timely fashion with Section 3.04 or
Section 3.05 hereof, the Depositary shall, upon receipt of written instructions
from the Company, take any or all of the actions set forth in the following
sentence, as set forth in such instructions, with respect to such specified
Owner or Additional Holder, if applicable, to the extent feasible and at the
expense of the Company. As instructed by the Company and until further notice,
if any, is received from the Company that any of the following restrictions
cease to apply, the Depositary to the extent feasible (i) shall not register in
the name of such Owner or Additional Holder any additional American Depositary
Shares, (ii) shall refuse to register any transfer of American Depositary Shares
to or from such Owner, (iii) shall suspend the distribution of dividends, with
respect to American Depositary Shares registered in the name of such Owner, (iv)
shall not vote Shares represented by American Depositary Shares registered in
the name of such Owner by proxy or otherwise at any meeting of Shareholders
(except in accordance with the last paragraph of Section 4.07) or exercise any
other rights with respect to such Shares at any such meeting, (v) shall not give
any further notices or perform any further acts under this Deposit Agreement
with respect to American Depositary Shares registered in the name of such Owner,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to the Deposited Securities underlying such American
Depositary Shares (and in the case of any distribution of Shares or other
Deposited Securities or portion thereof, shall sell such distribution and hold
the net proceeds of any such sale together with any other distribution), which
distributions may be collected by such Owner of the Receipts evidencing such
American Depositary Shares upon the surrender of such Receipts to the Depositary
in accordance with Section 2.05 hereof.

                  Each of the Depositary and the Custodian agrees to use
reasonable efforts to comply with Sections 3.04, 3.05 and 3.06 and any
Disclosure Notice received from the Company as instructed by and at the expense
of the Company, including by forwarding any such Disclosure Notice to each Owner
specified in the Disclosure Notice. To the extent that the Depositary or a
Custodian receives information from an Owner or Additional Holder in response to
a Disclosure Notice, it shall as soon as practicable thereafter forward such
information to the Company.


                                      -12-
<PAGE>

                  Except to the extent (if at all) provided in the Articles of
Association of the Company, the Company shall be under no obligation to give,
modify or withdraw a Disclosure Notice or to give any instructions to the
Depositary or the Custodian in connection with any of the foregoing and shall
not have any liability whatsoever to any person in respect of Sections 3.04,
3.05 and 3.06. Any resolution or determination of, or decision or exercise of
any discretion or power by, the Company, the Company's Board of Directors, the
Depositary or the Custodian under or pursuant to the Articles of Association of
the Company or this Deposit Agreement shall be final, conclusive and binding on
any Owner or Additional Holder thereby affected and all other persons concerned
and shall not be open to challenge, whether as to its validity or otherwise, on
any ground whatsoever, and neither the Company, the Company's Board of
Directors, the Depositary nor the Custodian shall have any liability whatsoever
to any person in respect thereof, or be required to give any reason for any
decision, determination or declaration taken or made with respect thereto.

ARTICLE 4. THE DEPOSITED SECURITIES.

         SECTION 4.01. Cash Distributions.

                  Whenever the Depositary shall receive any cash dividend or
other cash distribution on any Deposited Securities, the Depositary shall,
subject to the provisions of Section 4.05, convert such dividend or distribution
into Dollars and shall distribute the amount thus received (net of the expenses
of the Depositary as provided in Section 5.09, if applicable) to the Owners
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively; provided,
however, that in the event that the Company or the Depositary shall be required
to withhold and does withhold from such cash dividend or such other cash
distribution an amount on account of taxes, the amount distributed to the Owner
of the Receipts evidencing American Depositary Shares representing such
Deposited Securities shall be reduced accordingly. The Depositary shall
distribute only such amount, however, as can be distributed without attributing
to any Owner a fraction of one cent. Any such fractional amounts shall be
rounded to the nearest whole cent and so distributed to Owners entitled thereto.
The Company or its agent will remit to the appropriate governmental agency in
the United Kingdom all amounts withheld and owing to such agency. The Depositary
will forward to the Company or its agent such information from its records as
the Company may reasonably request to enable the Company or its agent to file
necessary reports with governmental agencies, and the Depositary or the Company
or its agent may file any such reports necessary to obtain benefits under the
applicable tax treaties for the Owners of Receipts.

         SECTION 4.02. Distributions Other Than Cash, Shares or Rights.

                  Subject to the provisions of Section 4.11 and 5.09, whenever
the Depositary shall receive any distribution other than a distribution
described in Sections 4.01, 4.03 or 4.04, the Depositary shall cause the
securities or property received by it to



                                      -13-
<PAGE>

be distributed to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them
respectively, in any manner that the Depositary may reasonably 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 Owners entitled thereto, or if for any other reason
(including, but not limited to, any requirement that the Company or the
Depositary withhold an amount on account of taxes or other governmental charges
or that such securities must be registered under the Securities Act of 1933 in
order to be distributed to Owners or holders) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
reasonably deem equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees of the Depositary as provided in Section 5.09)
shall be distributed by the Depositary to the Owners entitled thereto as in the
case of a distribution received in cash.

         SECTION 4.03. Distributions in Shares.

                  If any distribution upon any Deposited Securities consists of
a dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Company shall so request, distribute to the Owners of outstanding Receipts
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free
distribution, subject to the terms and conditions of the Deposit Agreement with
respect to the deposit of Shares and the issuance of American Depositary Shares
evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 and the payment of the fees of
the Depositary as provided in Section 5.09. In lieu of delivering Receipts for
fractional American Depositary Shares in any such case, the Depositary shall
sell the amount of Shares represented by the aggregate of such fractions and
distribute the net proceeds, all in the manner and subject to the conditions
described in Section 4.01. If additional Receipts are not so distributed, each
American Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.

         SECTION 4.04. Rights.

                  In the event that the Company shall offer or cause to be
offered to the holders of any Deposited Securities any rights to subscribe for
additional Shares or any rights of any other nature, the Depositary shall, after
consultation with the Company, have discretion as to the procedure to be
followed in making such rights available to any Owners or in disposing of such
rights on behalf of any Owners and making the net proceeds available to such
Owners or, if by the terms of such rights offering or for any other reason, the
Depositary may not either make such rights available to any Owners or



                                      -14-
<PAGE>

dispose of such rights and make the net proceeds available to such Owners, then
the Depositary shall allow the rights to lapse. If at the time of the offering
of any rights the Depositary determines in its discretion that it is lawful and
feasible to make such rights available to all or certain Owners but not to other
Owners, the Depositary, after consultation with the Company, may distribute to
any Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it deems appropriate.

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

                  If the Depositary has distributed warrants or other
instruments for rights to all or certain Owners, then upon instruction from such
an Owner pursuant to such warrants or other instruments to the Depositary from
such Owner to exercise such rights, upon payment by such Owner to the Depositary
for the account of such Owner of an amount equal to the purchase price of the
Shares to be received upon the exercise of the rights, and upon payment of the
fees of the Depositary and any other charges as set forth in such warrants or
other instruments, the Depositary shall, on behalf of such Owner, exercise the
rights and purchase the Shares, and the Company shall cause the Shares so
purchased to be delivered to the Depositary on behalf of such Owner. As agent
for such Owner, the Depositary will cause the Shares so purchased to be
deposited pursuant to Section 2.02 of this Deposit Agreement, and shall,
pursuant to Section 2.03 of this Deposit Agreement, execute and deliver Receipts
to such Owner. In the case of a distribution pursuant to the second paragraph of
this section, such Receipts shall be legended in accordance with applicable U.S.
laws, and shall be subject to the appropriate restrictions on sale, deposit,
cancellation, and transfer under such laws.

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


                                      -15-
<PAGE>

distinctions among such Owners because of exchange restrictions or the date of
delivery of any Receipt or otherwise.

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

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

         SECTION 4.05. Conversion of Foreign Currency.

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

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

                  If at any time the Depositary shall determine that in its
judgment any foreign currency received by the Depositary is not convertible on a
reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not obtainable,
or if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign




                                      -16-
<PAGE>

currency) received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

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

         SECTION 4.06. Fixing of Record Date.

                  Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or whenever
rights shall be issued with respect to the Deposited Securities, or whenever for
any reason the Depositary causes a change in the number of Shares that are
represented by each American Depositary Share, or whenever the Depositary shall
receive notice of any meeting of holders of Shares or other Deposited
Securities, the Depositary shall fix a record date as close as practicable to
the date corresponding to the record date fixed by the Company, if any, (a) for
the determination of the Owners who shall be (i) entitled to receive such
dividend, distribution or rights or the net proceeds of the sale thereof or (ii)
entitled to give instructions for the exercise of voting rights at any such
meeting, or (b) on or after which each American Depositary Share will represent
the changed number of Shares. Subject to the provisions of Sections 4.01 through
4.05 and to the other terms and conditions of this Deposit Agreement, the Owners
on such record date shall be entitled, as the case may be, to receive the amount
distributable by the Depositary with respect to such dividend or other
distribution or such rights or the net proceeds of sale thereof in proportion to
the number of American Depositary Shares held by them respectively and to give
voting instructions and to act in respect of any other such matter.

         SECTION 4.07. Voting of Deposited Securities.

                  Upon receipt of notice of any meeting of holders of Shares or
other Deposited Securities, if requested in writing by the Company the
Depositary shall, as soon as practicable thereafter, mail to the Owners a
notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in such
notice of meeting, (b) a statement that the Owners as of the close of business
on a specified record date will be entitled, subject to any applicable provision
of the laws of the United Kingdom and of the Articles of Association of the
Company, to instruct the Depositary as to the exercise of the voting rights, if
any, pertaining to the amount of Shares or other Deposited Securities
represented by their respective American Depositary Shares and (c) a brief
statement as to the manner in which such instructions may be given to the
Depositary, including an express indication that instructions may be given to
the Depositary to give a discretionary proxy to a person or persons designated
by



                                      -17-
<PAGE>

the Company. Upon the written request of an Owner on such record date, received
on or before the date established by the Depositary for such purpose, the
Depositary shall endeavor, in so far as practicable, unless not permitted under
applicable law, the provisions of the Articles of Association of the Company or
the provisions of the Deposited Securities, to vote or cause to be voted the
amount of Shares or other Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt in accordance with the instructions
set forth in such request. The Depositary shall not vote or attempt to exercise
the right to vote that attaches to the Shares or other Deposited Securities,
other than in accordance with such instructions.

                  In the event no instructions are received by the Depositary,
the relevant Owner will be deemed, unless otherwise requested by the Company and
unless otherwise provided for in this Deposit Agreement, to have instructed
(which it hereby does) the Depositary to give a discretionary proxy to any
person designated by the Company for such purpose, provided, however, that no
discretionary proxy shall be given pursuant to this sentence with respect to any
proposition as to which the Depositary has received written instructions from
the Company that no such discretionary proxy shall be given. In no event will
the Depositary itself exercise any voting discretion over the Deposited
Securities.

         SECTION 4.08. Changes Affecting Deposited Securities.

                  In circumstances where the provisions of Section 4.03 do not
apply, upon any change in nominal value, change in par value, split-up,
consolidation or any other reclassification of Deposited Securities, or upon any
recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Company or to which it is a party, any securities which shall be
received by the Depositary or a Custodian in exchange for or in conversion of or
in respect of Deposited Securities, shall be treated as new Deposited Securities
under this Deposit Agreement, and American Depositary Shares shall thenceforth
represent the new Deposited Securities so received in exchange or conversion,
unless additional Receipts are delivered pursuant to the following sentence. In
any such case the Depositary may, and shall if the Company shall so request,
execute and deliver additional Receipts as in the case of a dividend in Shares,
or call for the surrender of outstanding Receipts to be exchanged for new
Receipts specifically describing such new Deposited Securities.

         SECTION 4.09. Reports.

                  The Depositary shall make available for inspection by Owners
at its Corporate Trust Office any reports and communications, including any
proxy soliciting material, received from the Company which are both (a) received
by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the Holders of such Deposited Securities by the Company.
The Depositary shall also send to the Owners copies of such reports when
furnished by the Company pursuant to Section 5.06.



                                      -18-
<PAGE>

The Depositary shall promptly notify the Company and Owners of any change in the
location of its Corporate Trust Office.

         SECTION 4.10. Lists of Owners.

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

         SECTION 4.11. Withholding.

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

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

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

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

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

                  The Depositary may close the transfer books, at any time or
from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder or at the reasonable request of the Company,
and the Depositary will promptly so notify the Company in the event the
Depositary closes the transfer books.

                  If any Receipts or the American Depositary Shares evidenced
thereby are listed on one or more stock exchanges in the United States, the
Depositary shall act as



                                      -19-
<PAGE>

Registrar or appoint a Registrar or one or more co-registrars for registry of
such Receipts in accordance with any requirements of such exchange or exchanges.
Any such Registrar or co-registrars shall, upon the Company's request, and may,
with the approval of the Company, be removed and a substitute or substitutes
appointed by the Depositary. At all reasonable times during the Depositary's
business day, the Company may inspect transfer and registration records of the
Depositary, take copies thereof and require the Depositary and any of its agents
to supply copies of such portions of such records as the Company may reasonably
request, all at the Company's expense.

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

                  Neither the Depositary nor the Company nor any of their
directors, employees, agents or affiliates shall incur any liability to any
Owner or holder of any Receipt, if by reason of any provision of any present or
future law or regulation of the United States or any other country, or of any
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the Articles of Association of the Company or
of the terms 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 be subject to any civil or criminal penalty
on account of, doing or performing any act or thing which by the terms of this
Deposit Agreement it is provided shall be done or performed; nor shall the
Depositary or the Company incur any liability to any Owner or holder of any
Receipt by reason of any non-performance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of this Deposit Agreement it
is provided shall or may be done or performed, or by reason of any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement.
Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03
of the Deposit Agreement, or an offering or distribution pursuant to Section
4.04 of the Deposit Agreement, or for any other reason, such distribution or
offering may not be made available to Owners, and the Depositary may not dispose
of such distribution or offering on behalf of such Owners and make the net
proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse.

         SECTION 5.03. 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 Owners or holders of Receipts,
except that it agrees to perform its obligations specifically set forth in this
Deposit Agreement without negligence or bad faith.

                  The Depositary assumes no obligation nor shall it be subject
to any liability under this Deposit Agreement to any Owner or holder of any
Receipt (including, without limitation, liability with respect to the validity
or worth of the Deposited



                                      -20-
<PAGE>

Securities), except that it agrees to perform its obligations specifically set
forth in this Deposit Agreement without negligence or bad faith.

                  Neither the Depositary nor the 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 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 nonaction by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Owner
or any other person believed by it in good faith to be competent to give such
advice or information.

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

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

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

         SECTION 5.04. Resignation and Removal of the Depositary.

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

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

                  In case at any time the Depositary acting hereunder shall
resign or be removed, the Company shall use its best efforts to appoint a
successor depositary, which shall be a bank or trust company having an office in
the Borough of Manhattan, The City



                                      -21-
<PAGE>

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

                  Any corporation into or with which the Depositary may be
merged or consolidated or to which the Depositary may transfer its depositary
receipt business shall be the successor of the Depositary without the execution
or filing of any document or any further act.

         SECTION 5.05. The Custodians.

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

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

         SECTION 5.06. Notices and Reports.


                                      -22-
<PAGE>

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

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

         SECTION 5.07. Distribution of Additional Shares, Rights, etc.

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

                  The Company agrees with the Depositary that neither the
Company nor any company controlled by, controlling or under common control with
the Company shall issue additional Shares, securities convertible into or
exchangeable for Shares or rights to subscribe for any such securities or at any
time deposit any Shares, either originally issued or previously issued and
reacquired by the Company or any such affiliate, unless a Registration Statement
is in effect as to such Shares under the Securities Act of 1933 or unless the
offering and sale of such Shares in the United States is exempt from
registration under the provisions of such Act.

         SECTION 5.08. Indemnification.

                  The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
fees and expenses of counsel) which may arise out of acts performed or omitted,
in accordance with the provisions of this Deposit Agreement and of the Receipts,
as the same may be



                                      -23-
<PAGE>

amended, modified or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates.

         The indemnities contained in the preceding paragraph shall not extend
to any liability or expense which may arise out of any "Pre-release
Transaction". For purposes of this provision, the term "Pre-release Transaction"
means any transaction entered into by the Depositary (other than any such
transaction to which the Company is a party) to implement or carry out any one
or more Pre-releases (including without limitation any transaction pursuant to
Section 2.9), but does not include the execution and delivery, transfer or
exchange, or surrender and cancellation of any Pre-released Receipts or any
other act performed or omitted in accordance with the provisions of this Deposit
Agreement or the Receipts. In addition, for the avoidance of doubt, it is
understood that the first sentence of this subparagraph shall not apply to any
liability or expense which may arise out of any misstatement or alleged
misstatement or omission or alleged omission in any registration statement,
proxy statement, prospectus (or placement memorandum) or preliminary prospectus
(or preliminary placement memorandum) relating to the offer or sale of American
Depositary Shares, except to the extent any such liability or expense arises out
of (i) information relating to the Depositary or any Custodian (other than the
Company), as applicable, furnished in writing and not materially changed or
altered by the Company expressly for use in any of the foregoing documents, or,
(ii) if such information is provided, the failure to state a material fact
necessary to make the information provided not misleading.

                  The Depositary agrees to indemnify the Company, its directors,
employees, agents and affiliates and hold them harmless from any liability or
expense (including, but not limited to, the fees and expenses of counsel) which
may arise out of acts performed or omitted by the Depositary or a Custodian or
their respective directors, employees, agents and affiliates due to their
negligence or bad faith.

                  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 indemnifiable action or claim
promptly after such indemnified person becomes aware of such commencement
(provided that the failure to make such notification shall not affect such
indemnified 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 action or claim without the consent of the
indemnifying person, which consent shall not unreasonably be withheld.


                                      -24-
<PAGE>

         SECTION 5.09. Charges of Depositary.

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

                  The following charges shall be incurred by any party
depositing or withdrawing Shares or by any party surrendering Receipts or to
whom Receipts are issued (including, without limitation, issuance pursuant to a
stock dividend or stock split declared by the Company or an exchange of stock
regarding the Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.03), whichever applicable: (1) taxes and other
governmental charges, (2) such registration fees as may from time to time be in
effect for the registration of transfers of Shares generally on the Share
register of the Company or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals hereunder, (3) such cable,
telex and facsimile transmission expenses as are expressly provided in this
Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.05, (5) a fee of $5.00 or
less per 100 American Depositary Shares (or portion thereof) for the execution
and delivery of Receipts pursuant to Sections 2.03, 4.03 or 4.04, and the
surrender of Receipts pursuant to Sections 2.05 or 6.02, and (6) a fee of
U.S.$.02 or less per American Depositary Share (or portion thereof) for any cash
distribution made pursuant to the Deposit Agreement including but not limited to
Sections 4.01 through 4.04 hereof, except for distributions of cash dividends.

                  The Depositary, subject to Section 2.09 hereof, may own and
deal in any class of securities of the Company and its affiliates and in
Receipts.

         SECTION 5.10. Retention of Depositary Documents.

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

         SECTION 5.11. Exclusivity.

                  Subject to Sections 5.04 and 6.02, the Company agrees not to
appoint any other depositary for issuance of American Depositary Receipts so
long as The Bank of New York is acting as Depositary hereunder.


                                      -25-
<PAGE>

         SECTION 5.12. List of Restricted Securities Owners.

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

ARTICLE 6. AMENDMENT AND TERMINATION.

         SECTION 6.01. Amendment.

                  The form of the Receipts and any provisions of this Deposit
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect which they may deem necessary or
desirable. Any amendment which shall impose or increase any fees or charges
(other than taxes and other governmental charges, registration fees, cable,
telex or facsimile transmission costs, delivery costs or other such expenses),
or which shall otherwise prejudice any substantial existing right of Owners,
shall, however, not become effective as to outstanding Receipts until the
expiration of thirty days after notice of such amendment shall have been given
to the Owners of outstanding Receipts. Every Owner at the time any amendment so
becomes effective shall be deemed, by continuing to hold such Receipt, to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby. In no event shall any amendment impair the right of the Owner
of any Receipt to surrender such Receipt and receive therefor the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law.

         SECTION 6.02. Termination.

                  The Depositary shall at any time at the direction of the
Company, terminate this Deposit Agreement by mailing notice of such termination
to the Owners of all Receipts then outstanding at least 30 days prior to the
date fixed in such notice for such termination. The Depositary may likewise
terminate this Deposit Agreement by mailing notice of such termination to the
Company and the Owners of all Receipts then outstanding if at any time 90 days
shall have expired after the Depositary shall have delivered to the Company a
written notice of its election to resign and a successor depositary shall not
have been appointed and accepted its appointment as provided in Section 5.04. On
and after the date of termination, the Owner of a Receipt will, upon (a)
surrender of such Receipt at the Corporate Trust Office of the Depositary, (b)
payment of the fee of the Depositary for the surrender of Receipts referred to
in Section 2.05, and (c) payment of any applicable taxes or governmental
charges, be entitled to delivery, to him or upon his order, of the amount of
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt. If any Receipts shall remain outstanding after the date of
termination, the Depositary thereafter shall discontinue the registration of



                                      -26-
<PAGE>

transfers of Receipts, shall suspend the distribution of dividends to the Owners
thereof, and shall not give any further notices or perform any further acts
under this Deposit Agreement, except that the Depositary shall continue to
collect dividends and other distributions pertaining to Deposited Securities,
shall sell rights as provided in this Deposit Agreement, and shall continue to
deliver Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of this Deposit Agreement, and any applicable
taxes or governmental charges). At any time after the expiration of one year
from the date of termination, the Depositary may sell the Deposited Securities
then held hereunder and may thereafter hold uninvested the net proceeds of any
such sale, together with any other cash then held by it hereunder, unsegregated
and without liability for interest, for the pro rata benefit of the Owners of
Receipts which have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds.
After making such sale, the Depositary shall be discharged from all obligations
under this Deposit Agreement, except to account for such net proceeds and other
cash (after deducting, in each case, the fee of the Depositary for the surrender
of a Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of this Deposit Agreement, and any
applicable taxes or governmental charges). Upon the termination of this Deposit
Agreement, the Company shall be discharged from all obligations under this
Deposit Agreement except for its obligations to the Depositary under Sections
5.08 and 5.09 hereof.

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 Custodians and
shall be open to inspection by any holder or Owner of a Receipt during business
hours.

         SECTION 7.02. No Third Party Beneficiaries.

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

         SECTION 7.03. Severability.

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



                                      -27-
<PAGE>

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

         SECTION 7.04. Holders and Owners as Parties; Binding Effect.

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

         SECTION 7.05. Notices.

                  Any and all notices to be given to the Company shall be deemed
to have been duly given if personally delivered or sent by mail or cable, telex
or facsimile transmission confirmed by letter, addressed to Pearson plc, 3
Burlington Gardens, London W1X 1LE, United Kingdom, [Attn: Company Secretary] or
any other place to which the Company may have transferred its principal office.

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

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

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

         SECTION 7.06. Governing Law.

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


                                      -28-
<PAGE>

         SECTION 7.07. Assignment.

                  This Deposit Agreement may not, except as provided in Sections
5.04 and 6.02, be assigned by the Depositary, except upon the prior written
consent of the Company.

         SECTION 7.08. Compliance with U.S. Securities Laws.

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


                                      -29-
<PAGE>

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


                                                     PEARSON PLC


                                                     By:_______________________
                                                        Name:
                                                        Title:


                                                     THE BANK OF NEW YORK,
                                                     as Depositary


                                                     By:_______________________
                                                        Name:
                                                        Title:


                                      -30-
<PAGE>


                                    EXHIBIT A

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


                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                             FOR ORDINARY SHARES OF
                   THE PAR VALUE OF TWENTY-FIVE PENCE EACH OF
                                   PEARSON PLC
               (INCORPORATED UNDER THE LAWS OF THE UNITED KINGDOM)

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

                           AMERICAN DEPOSITARY SHARES

representing deposited ordinary shares, par value twenty-five pence each (herein
called "Shares"), of Pearson plc, incorporated under the laws of the United
Kingdom (herein called the "Company"). At the date hereof, each American
Depositary Share represents one Share deposited or subject to deposit under the
Deposit Agreement (as such term is hereinafter defined) at the London, England,
office of The Bank of New York (herein called the "Custodian"). The Depositary's
Corporate Trust Office is located at a different address than its principal
executive office. Its Corporate Trust Office is located at 101 Barclay Street,
New York, N.Y. 10286, and its principal executive office is located at One Wall
Street, New York, N.Y. 10286.

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


<PAGE>

1.       THE DEPOSIT AGREEMENT.

         This American Depositary Receipt is one of an issue (herein called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as of __________, 2000 (herein called the
"Deposit Agreement"), by and among the Company, the Depositary, and all Owners
and holders from time to time of Receipts issued thereunder, each of whom by
accepting a Receipt agrees to become a party thereto and become bound by all the
terms and conditions thereof. The Deposit Agreement sets forth the rights of
Owners and 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 of such Shares and held
thereunder (such Shares, securities, property, and cash are herein called
"Deposited Securities"). Copies of the Deposit Agreement are on file at the
Depositary's Corporate Trust Office in New York City and at the office of the
Custodian.

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

2.       SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

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

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

         The transfer of this Receipt is registrable on the books of the
Depositary at its Corporate Trust Office by the Owner hereof in person or by a
duly authorized attorney, upon surrender of this Receipt properly endorsed for
transfer or accompanied by proper



                                      -2-
<PAGE>

instruments of transfer and funds sufficient to pay any applicable transfer
taxes and the expenses of the Depositary and upon compliance with such
regulations, if any, as the Depositary may establish for such purpose. This
Receipt may be split into other such Receipts, or may be combined with other
such Receipts into one Receipt, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered. As a condition
precedent to the execution and delivery, registration of transfer, split-up,
combination, or surrender of any Receipt or withdrawal of any Deposited
Securities, the Depositary, the Custodian, or Registrar may require payment from
the depositor of the Shares or the presentor of the Receipt of a sum sufficient
to reimburse it for any tax or other governmental charge and any stock transfer
or registration fee with respect thereto (including any such tax or charge and
fee with respect to Shares being deposited or withdrawn) and payment of any
applicable fees as provided in this Receipt, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with any regulations the Depositary may establish
consistent with the provisions of the Deposit Agreement or this Receipt,
including, without limitation, this Article 3.

         The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from time
to time because of any requirement of law or of any government or governmental
body or commission, or under any provision of the Deposit Agreement or this
Receipt, or for any other reason, subject to the provisions of the following
sentence. Notwithstanding any other provision of the Deposit Agreement or this
Receipt, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of
Shares in connection with voting at a shareholders' meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii)
compliance with any U.S. or foreign laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities. Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under the Deposit Agreement any Shares required to be registered under
the provisions of the Securities Act of 1933, unless a registration statement is
in effect as to such Shares. The Depositary, at the expense of the Company,
shall make reasonable efforts to comply with written instructions of the Company
not to accept for deposit hereunder any Shares identified in such instructions
at such times and under such circumstances as may reasonably be specified in
such instructions in order to facilitate the Company's compliance with the
securities laws of the United States.


                                      -3-
<PAGE>

4.       LIABILITY OF OWNER FOR TAXES.

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

5.       WARRANTIES OF DEPOSITORS.

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

6.       FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

         Any person presenting Shares for deposit or any Owner of a Receipt may
be required from time to time to file with the Depositary or the Custodian such
proof of citizenship or residence, exchange control approval, or such
information relating to the registration on the books of the Company or the
Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or proper.
The Depositary may withhold the delivery or registration of transfer of any
Receipt or the distribution of any dividend or sale or distribution of rights or
of the proceeds thereof or the delivery of any Deposited Securities until such
proof or other information is filed or such certificates are executed or such
representations and warranties made. The Depositary shall provide to the
Company, promptly upon its written request, copies of any such proof of
citizenship or residence or other information referred to above so requested.

7.       CHARGES OF DEPOSITARY.

         The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Company from time to time. The Depositary shall present its statement for
such charges and expenses to the Company



                                      -4-
<PAGE>

once every three months. The charges and expenses of the Custodian are for the
sole account of the Depositary.

         The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03 of the Deposit Agreement), whichever applicable: (1) taxes and
other governmental charges, (2) such registration fees as may from time to time
be in effect for the registration of transfers of Shares generally on the Share
register of the Company or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals under the terms of the Deposit
Agreement, (3) such cable, telex and facsimile transmission expenses as are
expressly provided in the Deposit Agreement, (4) such expenses as are incurred
by the Depositary in the conversion of foreign currency pursuant to Section 4.05
of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the execution and delivery of Receipts pursuant
to Sections 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of
Receipts pursuant to Sections 2.05 or 6.02 of the Deposit Agreement, and (6) a
fee of U.S.$.02 or less per American Depositary Share (or portion thereof) for
any cash distribution made pursuant to the Deposit Agreement including but not
limited to Sections 4.01 through 4.04 of the Deposit Agreement, except for
distributions of cash dividends.

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

8.       PRE-RELEASE OF RECEIPTS.

         Notwithstanding Section 2.09 of the Deposit Agreement, the Depositary
may execute and deliver Receipts prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement ("Pre-Release"). The Depositary may,
pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the
receipt and cancellation of Receipts which have been Pre-Released, whether or
not such cancellation is prior to the termination of such Pre-Release or the
Depositary knows that such Receipt has been Pre-Released. The Depositary may
receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each
Pre-Release will be (a) preceded or accompanied by a written representation from
the person to whom Receipts are to be delivered that such person, or its
customer, (i) owns the Shares or Receipts to be remitted, as the case may be,
(ii) assigns all beneficial rights, title and interest in such Shares or
Receipts, as the case may be, to the Depositary in its capacity as such and for
the benefit of the Owners, and (iii) will not take any action with respect to
such Shares or Receipts, as the case may be, that is inconsistent with the
transfer of beneficial ownership (including, without the consent of the
Depositary, disposing of such Shares or Receipts, as the case may be), other
than in



                                      -5-
<PAGE>

satisfaction of such Pre-Release, (b) at all times fully collateralized with
cash or such other collateral as the Depositary determines in good faith will
provide substantially similar liquidity and security, (c) terminable by the
Depositary on not more than five (5) business days notice, and (d) subject to
such further indemnities and credit regulations as the Depositary deems
appropriate. The number of Shares represented by American Depositary Shares
which are outstanding at any time as a result of Pre-Releases will not normally
exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate.

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

9.       TITLE TO RECEIPTS.

         It is a condition of this Receipt and every successive holder and Owner
of this Receipt by accepting or holding the same consents and agrees, that title
to this Receipt (and to 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 as the absolute owner
hereof for the purpose of determining the person entitled to distribution of
dividends or other distributions or to any notice provided for in the Deposit
Agreement or for all other purposes.

10.      VALIDITY OF RECEIPT.

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

11.      REPORTS; INSPECTION OF TRANSFER BOOKS.

         The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission (hereinafter called the "Commission"). Such
reports and communications will be available for inspection and copying by
holders and Owners at the public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549.

         The Depositary will make available for inspection by Owners of Receipts
at its Corporate Trust Office any reports and communications, including any
proxy soliciting



                                      -6-
<PAGE>

material, received from the Company which are both (a) received by the
Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the Company. The
Depositary will also send to Owners of Receipts copies of such reports when
furnished by the Company pursuant to the Deposit Agreement. The Depositary shall
promptly notify the Company and Owners of any change in the location of its
Corporate Trust Office.

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

12.      DIVIDENDS AND DISTRIBUTIONS.

         Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into United States dollars
transferable to the United States, and subject to the Deposit Agreement, convert
such dividend or distribution into dollars and will distribute the amount thus
received (net of the expenses of the Depositary as provided in Article 7 hereof
and Section 5.09 of the Deposit Agreement, if applicable) to the Owners of
Receipts entitled thereto, provided, however, that in the event that the Company
or the Depositary is required to withhold and does withhold from any cash
dividend or other cash distribution in respect of any Deposited Securities an
amount on account of taxes, the amount distributed to the Owners of the Receipts
evidencing American Depositary Shares representing such Deposited Securities
shall be reduced accordingly.

         Subject to the provisions of Section 4.11 and 5.09 of the Deposit
Agreement, whenever the Depositary receives any distribution other than a
distribution described in Sections 4.01, 4.03 or 4.04 of the Deposit Agreement,
the Depositary will cause the securities or property received by it to be
distributed to the Owners of Receipts entitled thereto, in any manner that the
Depositary may reasonably 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 Owners of Receipts
entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
reasonably deem equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees of the Depositary as provided in Article 7
hereof and Section 5.09 of the Deposit Agreement)



                                      -7-
<PAGE>

shall be distributed by the Depositary to the Owners of Receipts entitled
thereto as in the case of a distribution received in cash.

         If any distribution consists of a dividend in, or free distribution of,
Shares, the Depositary may and shall if the Company shall so request, distribute
to the Owners of outstanding Receipts entitled thereto, additional Receipts
evidencing an aggregate number of American Depositary Shares representing the
amount of Shares received as such dividend or free distribution subject to the
terms and conditions of the Deposit Agreement with respect to the deposit of
Shares and the issuance of American Depositary Shares evidenced by Receipts,
including the withholding of any tax or other governmental charge as provided in
Section 4.11 of the Deposit Agreement and the payment of the fees of the
Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement. In lieu of delivering Receipts for fractional American Depositary
Shares in any such case, the Depositary will sell the amount of Shares
represented by the aggregate of such fractions and distribute the net proceeds,
all in the manner and subject to the conditions set forth in the Deposit
Agreement. If additional Receipts are not so distributed, each American
Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.

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

13.      RIGHTS.

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



                                      -8-
<PAGE>

such Owner, warrants or other instruments therefor in such form as it deems
appropriate.

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

         If the Depositary has distributed warrants or other instruments for
rights to all or certain Owners, then upon instruction from such an Owner
pursuant to such warrants or other instruments to the Depositary from such Owner
to exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees of the
Depositary and any other charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the Shares, and the Company shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner. As agent for such Owner,
the Depositary will cause the Shares so purchased to be deposited pursuant to
Section 2.02 of the Deposit Agreement, and shall, pursuant to Section 2.03 of
the Deposit Agreement, execute and deliver Receipts to such Owner. In the case
of a distribution pursuant to the second paragraph of this Article 13, such
Receipts shall be legended in accordance with applicable U.S. laws, and shall be
subject to the appropriate restrictions on sale, deposit, cancellation, and
transfer under such laws.

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

         The Depositary will not offer rights to Owners unless both the rights
and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933 with respect to a distribution to
all Owners or are registered under the provisions of such Act. If an Owner of
Receipts requests the distribution of warrants or other instruments,
notwithstanding that there has been no such registration under such



                                      -9-
<PAGE>

Act, the Depositary shall not effect such distribution unless it has received an
opinion from recognized counsel in the United States for the Company upon which
the Depositary may rely that such distribution to such Owner is exempt from such
registration.

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

14.      CONVERSION OF FOREIGN CURRENCY.

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

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

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

         If any such conversion of foreign currency, in whole or in part, cannot
be effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may
distribute the balance of the foreign currency



                                      -10-
<PAGE>

received by the Depositary to, or hold such balance uninvested and without
liability for interest thereon for the respective accounts of, the Owners
entitled thereto.

15.      RECORD DATES.

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

16.      VOTING OF DEPOSITED SECURITIES.

         Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, if requested in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Owners of Receipts a
notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in such
notice of meeting, (b) a statement that the Owners of Receipts as of the close
of business on a specified record date will be entitled, subject to any
applicable provision of law and of the Articles of Association of the Company,
to instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the amount of Shares or other Deposited Securities represented by
their respective American Depositary Shares and (c) a brief statement as to the
manner in which such instructions may be given to the Depositary, including an
express indication that instructions may be given to the Depositary to give a
discretionary proxy to a person or persons designated by the Company. Upon the
written request of an Owner of a Receipt on such record date, received on or
before the date established by the Depositary for such purpose, the Depositary
shall endeavor in so far as practicable, unless not permitted under applicable
law, the provisions of the Articles of Association of the Company or the
provisions of the Deposited Securities, to vote or cause to be voted the amount
of Shares or other Deposited Securities represented by such American Depositary
Shares evidenced by such Receipt in accordance with the instructions set forth
in such request.

         In the event that no instructions are received by the Depositary, the
relevant Owner will be deemed, unless otherwise requested by the Company and
unless otherwise provided for in this Deposit Agreement, to have instructed
(which it hereby does) the Depositary to give a discretionary proxy to any
person designated by the Company for such purpose, provided, however, that no
discretionary proxy shall be given pursuant to



                                      -11-
<PAGE>

this sentence with respect to any proposition as to which the Depositary has
received written instructions from the Company that no such discretionary proxy
shall be given. In no event will the Depositary itself exercise any voting
discretion over the Deposited Securities.

17.      CHANGES AFFECTING DEPOSITED SECURITIES.

         In circumstances where the provisions of Section 4.03 of the Deposit
Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation, or sale
of assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary or a Custodian in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary Shares
shall thenceforth represent the new Deposited Securities so received in exchange
or conversion, unless additional Receipts are delivered pursuant to the
following sentence. In any such case the Depositary may, and shall if the
Company shall so request, execute and deliver additional Receipts as in the case
of a dividend in Shares, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts specifically describing such new Deposited
Securities.

18.      LIABILITY OF THE COMPANY AND DEPOSITARY.

         Neither the Depositary nor the Company nor any of their directors,
employees, agents or affiliates shall incur any liability to any Owner or holder
of any Receipt, if by reason of any provision of any present or future law or
regulation of the United States or any other country, or of any other
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the Articles of Association of the Company or
of the terms 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 be subject to any civil or criminal penalty on
account of doing or performing any act or thing which by the terms of the
Deposit Agreement it is provided shall be done or performed; nor shall the
Depositary or the Company incur any liability to any Owner or holder of a
Receipt by reason of any non-performance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of the Deposit Agreement it
is provided shall or may be done or performed, or by reason of any exercise of,
or failure to exercise, any discretion provided for in the Deposit Agreement.
Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03
of the Deposit Agreement, or an offering or distribution pursuant to Section
4.04 of the Deposit Agreement, or for any other reason, such distribution or
offering may not be made available to Owners of Receipts, and the Depositary may
not dispose of such distribution or offering on behalf of such Owners and make
the net proceeds available to such Owners, then the Depositary shall not make
such distribution or offering, and shall allow any rights, if applicable, to
lapse. Neither the Company nor the Depositary



                                      -12-
<PAGE>

assumes any obligation or shall be subject to any liability under the Deposit
Agreement to Owners or holders of Receipts, except that they agree to perform
their obligations specifically set forth in the Deposit Agreement without
negligence or bad faith. The Depositary shall not be subject to any liability
with respect to the validity or worth of the Deposited Securities. Neither the
Depositary nor the Company 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 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 nonaction by it in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Owner or holder of a Receipt, or any
other person believed by it in good faith to be competent to give such advice or
information. The Depositary shall not be responsible for any failure to carry
out any instructions to vote any of the Deposited Securities, or for the manner
in which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith. The Depositary shall not be liable
for any acts or omissions made by a successor depositary whether in connection
with a previous act or omission of the Depositary or in connection with a matter
arising wholly after the removal or resignation of the Depositary, provided that
in connection with the issue out of which such potential liability arises, the
Depositary performed its obligations without negligence or bad faith while it
acted as Depositary. The Company agrees to indemnify the Depositary, its
directors, employees, agents and affiliates and any Custodian against, and hold
each of them harmless from, any liability or expense (including, but not limited
to, the expenses of counsel) which may arise out of acts performed or omitted,
in accordance with the provisions of the Deposit Agreement and of the Receipts,
as the same may be amended, modified, or supplemented from time to time, (i) by
either the Depositary or a Custodian or their respective directors, employees,
agents and affiliates, except for any liability or expense arising out of the
negligence or bad faith of either of them, or (ii) by the Company or any of its
directors, employees, agents and affiliates. No disclaimer of liability under
the Securities Act of 1933 is intended by any provision of the Deposit
Agreement.

19.      RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
         CUSTODIAN.

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



                                      -13-
<PAGE>

interest of the Owners of Receipts to do so, it may appoint a substitute or
additional custodian or custodians.

20.      AMENDMENT.

         The form of the Receipts and any provisions of the Deposit Agreement
may at any time and from time to time be amended by agreement between the
Company and the Depositary in any respect which they may deem necessary or
desirable. Any amendment which shall impose or increase any fees or charges
(other than taxes and other governmental charges, registration fees and cable,
telex or facsimile transmission costs, delivery costs or other such expenses),
or which shall otherwise prejudice any substantial existing right of Owners of
Receipts, shall, however, not become effective as to outstanding Receipts until
the expiration of thirty days after notice of such amendment shall have been
given to the Owners of outstanding Receipts. Every Owner of a Receipt at the
time any amendment so becomes effective shall be deemed, by continuing to hold
such Receipt, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the
right of the Owner of any Receipt to surrender such Receipt and receive therefor
the Deposited Securities represented thereby except in order to comply with
mandatory provisions of applicable law.

21.      TERMINATION OF DEPOSIT AGREEMENT.

         The Depositary at any time at the direction of the Company, shall
terminate the Deposit Agreement by mailing notice of such termination to the
Owners of all Receipts then outstanding at least 30 days prior to the date fixed
in such notice for such termination. The Depositary may likewise terminate the
Deposit Agreement by mailing notice of such termination to the Company and the
Owners of all Receipts then outstanding if at any time 90 days shall have
expired after the Depositary shall have delivered to the Company a written
notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in the Deposit Agreement. On
and after the date of termination, the Owner of a Receipt will, upon (a)
surrender of such Receipt at the Corporate Trust Office of the Depositary, (b)
payment of the fee of the Depositary for the surrender of Receipts referred to
in Section 2.05 of the Deposit Agreement, and (c) payment of any applicable
taxes or governmental charges, be entitled to delivery, to him or upon his
order, of the amount of Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt. If any Receipts shall remain
outstanding after the date of termination, the Depositary thereafter shall
discontinue the registration of transfers of Receipts, shall suspend the
distribution of dividends to the Owners thereof, and shall not give any further
notices or perform any further acts under the Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights as provided in the Deposit
Agreement, and shall continue to deliver Deposited Securities, together with any
dividends or other distributions received with



                                      -14-
<PAGE>

respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes
or governmental charges). At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited Securities then held
under the Deposit Agreement and may thereafter hold uninvested the net proceeds
of any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the
Owners of Receipts which have not theretofore been surrendered, such Owners
thereupon becoming general creditors of the Depositary with respect to such net
proceeds. After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement, except to account for such net proceeds
and other cash (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges). Upon the termination of the
Deposit Agreement, the Company shall be discharged from all obligations under
the Deposit Agreement except for its obligations to the Depositary with respect
to indemnification, charges, and expenses.

22.      DISCLOSURE OF INTERESTS IN RESPONSE TO DISCLOSURE NOTICE.

         Notwithstanding any other provision of this Deposit Agreement, each
Owner shall, and shall procure that any other natural or legal person having an
interest of any kind whatsoever in any Shares represented by American Depositary
Shares evidenced by any Receipt held by such Owner (an "Additional Holder")
shall, comply with any requirement (a "Disclosure Notice") received from the
Company from time to time requiring the provision of information permitted to be
required by Section 212 ("Section 212") of the Companies Act 1985 (the
"Companies Act"), as Section 212 from time to time may be amended, supplemented
or superseded by other provisions of English law, or the Articles of Association
of the Company including, but not limited to, information as to the capacity in
which such Owner is or was interested in Shares, the identity of any other
person then or previously interested in such Shares to the extent possible and
the nature of such interest. For the purposes of this Article 22 and Articles 23
and 24 the terms "interests in shares", "interested in shares" or any similar
expression shall have the meanings given to them in Part VI of the Companies Act
as of the date hereof.

23.      OBLIGATION TO DISCLOSE CERTAIN INTERESTS IN OUTSTANDING SHARES.

         (a) Each Owner is deemed to agree (for itself and on behalf of any
Additional Holder) (i) to comply with all obligations from time to time having
effect under English law which require the provision to the Company by persons
interested in Shares of



                                      -15-
<PAGE>

information in respect of such interests and (ii) to take all steps necessary to
inform itself as to the applicability and extent of such obligations.

         (b) Each Owner is deemed to acknowledge (for itself and on behalf of
any Additional Holder) that the obligations referred to in Article 23(a) hereof
include but are not limited to Section 198 of the Companies Act ("Section 198")
as Section 198 from time to time may be amended, supplemented or superseded by
other provisions of English law.

         (c) Each Owner is further deemed to agree (for itself and on behalf of
any Additional Holder) to make such disclosure of interests in Shares as may be
required to be made by the Owner or Additional Holder from time to time pursuant
to the City Code on Take-overs and Mergers, as it from time to time may be
amended, supplemented or superseded by other provisions of English law and the
Rules Governing Substantial Acquisitions of Shares as it from time to time may
be amended, supplemented or superseded by other provisions of English law (each
of which being published by the Panel on Take-overs and Mergers of the United
Kingdom) and to take all steps necessary to inform itself as to the
applicability and extent of such obligations.

24.      SANCTIONS FOR FAILURE TO COMPLY WITH ARTICLE 22 OR 23.

         Each Owner is deemed to agree (for itself and on behalf of any
Additional Holder) to the sanctions set forth in this Article 24 for failure to
comply with Article 22 or Article 23.

         In the event that the Company shall determine that an Owner or
Additional Holder has failed to comply in a timely fashion with Article 22 or
Article 23 hereof, the Depositary shall, upon receipt of written instructions
from the Company, take any or all of the actions set forth in the following
sentence, as set forth in such instructions, with respect to such specified
Owner or Additional Holder, if applicable, to the extent feasible and at the
expense of the Company. As instructed by the Company and until further notice,
if any, is received from the Company that any of the following restrictions
cease to apply, the Depositary to the extent feasible (i) shall not register in
the name of such Owner or Additional Holder any additional American Depositary
Shares, (ii) shall refuse to register any transfer of American Depositary Shares
to or from such Owner, (iii) shall suspend the distribution of dividends, with
respect to American Depositary Shares registered in the name of such Owner, (iv)
shall not vote Shares represented by American Depositary Shares registered in
the name of such Owner by proxy or otherwise at any meeting of Shareholders
(except in accordance with the last paragraph of Section 4.07) or exercise any
other rights with respect to Shares at any such meeting, (v) shall not give any
further notices or perform any further acts under this Deposit Agreement with
respect to American Depositary Shares registered in the name of such Owner,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to the Deposited Securities underlying such American
Depositary Shares (and in the case of any distribution of Shares or other
Deposited Securities or portion thereof, shall sell such



                                      -16-
<PAGE>

distribution and hold the net proceeds of any such sale together with any other
distribution), which distributions may be collected by such Owner of the
Receipts evidencing such American Depositary Shares upon the surrender of such
Receipts to the Depositary in accordance with Section 2.05 hereof.

         Each of the Depositary and the Custodian agrees to use reasonable
efforts to comply with Articles 22, 23 and 24 and any Disclosure Notice received
from the Company as instructed by and at the expense of the Company, including
by forwarding any such Disclosure Notice to each Owner specified in the
Disclosure Notice. To the extent that the Depositary or a Custodian receives
information from an Owner or Additional Holder in response to a Disclosure
Notice, it shall as soon as practicable thereafter forward such information to
the Company.

         Except to the extent (if at all) provided in the Articles of
Association of the Company, the Company shall be under no obligation to give,
modify or withdraw a Disclosure Notice or to give any instructions to the
Depositary or the Custodian in connection with any of the foregoing and shall
not have any liability whatsoever to any person in respect of Articles 22, 23
and 24. Any resolution or determination of, or decision or exercise of any
discretion or power by, the Company, the Company's Board of Directors, the
Depositary or the Custodian under or pursuant to the Articles of Association of
the Company or this Deposit Agreement shall be final, conclusive and binding on
any Owner or Additional Holder thereby affected and all other persons concerned
and shall not be open to challenge, whether as to its validity or otherwise, on
any ground whatsoever, and neither the Company, the Company's Board of
Directors, the Depositary nor the Custodian shall have any liability whatsoever
to any person in respect thereof, or be required to give any reason for any
decision, determination or declaration taken or made with respect thereto.

25.      COMPLIANCE WITH U.S. SECURITIES LAWS.

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






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