Common use of Obligations of the Depositary Clause in Contracts

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf of any Owner or holder or any person. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial OwnersHolder, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes Depositary, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts American Depositary Shares on behalf of any Owner or holder Holder or any other person. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or inaction 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 liable for the acts or omissions made by any securities depository, clearing agency or settlement system in Australia in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. 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.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders, 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 Beneficial Owner holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf of any Owner or holder or any person. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the Issuer---------------------------------------------------- Company. The Issuer Neither the Depositary, the Custodian nor the Company nor any of their ------- respective directors, officers, employees or agents, assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, as to the Depositary and Custodian, liability with respect to the validity or worth of the Deposited Securities)) under this Deposit Agreement to Registered Holders or Beneficial Owners of Receipts, except other than that it each of them agrees to perform its obligations and duties specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liabilities 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary Depositary, the Custodian nor the Issuer Company shall be liable for any action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Registered Holder or Beneficial Owner of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, the Custodian and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Neither the Depositary nor its agents 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 made either with or without request, or for not exercising any right to vote, provided that as long as any such action or nonaction non-action is in good faithfaith and in accordance with the terms of this Deposit Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Neither the Depositary nor the Custodian nor the Company assumes no any obligation nor or shall it be subject to any liability under this the Deposit Agreement to Owners Holders of American Depositary Receipts or Beneficial OwnersOwners of American Depositary Shares, as the case may be, except that it each agrees to perform use its best judgment and good faith in the performance of obligations and duties specifically set forth in this the Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer Custodian 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 on behalf of any Owner Receipts, which in its opinion may involve it in expense or holder or any personliability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Holder of an American Depositary Receipt or Beneficial Owner of American Depositary Shares, as the case may be, 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 information or for any acts translation of any notice, report or omissions other document made by a successor depositary whether in connection with a previous act or omission of translator believed by it to be competent. Neither the Depositary or in connection with any matter arising wholly after nor 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 Custodian shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which any such vote is cast or the effect of any such vote made either with or without request, or for not exercising any right to vote, provided that as long as any such action or nonaction is in good faith. No disclaimer The Depositary will indemnify the Company against any liability which may arise out of liability under acts performed or omitted by the Securities Act of 1933 is intended by any provision of this Deposit AgreementDepositary negligently or in bad faith.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial Owners, 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 Holder or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company shall be under any obligation to appear in, in or prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts ADSs on behalf of any Holder, Beneficial Owner or holder or other person, and the Custodian shall not be under any personobligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for any acts or omissions of a predecessor depositary, provided, however, that the Depositary shall not be absolved from its duty to perform its obligations under this Deposit Agreement without negligence or bad faith and in accordance with industry standards. 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. The Depositary, subject to Sections 2.05, 2.09 and 3.05 hereof and to applicable laws, may own and deal in any class of securities of the Company and its affiliates and in ADSs.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company shall be under any obligation to appear in, in or prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts on behalf of any Owner, Beneficial Owner or holder or other person, and the Custodian shall not be under any personobligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Clearing System or Beneficial Owner any holder of Book-Entry Interests (including, without limitation, liability with respect to the validity or worth of the Deposited SecuritiesGlobal Notes), except other than that it agrees to perform its obligations such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither In no event shall the Depositary nor be deemed to owe any fiduciary relationship to any Person as a result of its administering this Agreement. The Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Notes, the performance and observance by the Issuer or any Guarantor of their respective obligations under or in respect of the Global Notes or the recoverability of any sum of interest, principal, premium, if any, or Additional Amounts, if any, due or to become due from the Issuer or any Guarantor in respect of the Global Notes. The Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Issuer or any Guarantor. The Depositary shall at no time be liable for any act, default or omission of the Issuer or any Guarantor under or in respect of the Global Notes. Payments in respect of the CDIs with respect to a Tranche of Notes will only be made to the extent of any amounts actually received by or on behalf of the Depositary in respect of the corresponding Global Notes of such Tranche. The Depositary shall not be required to give notice to the Issuer or any Clearing System that any Global Note of a Tranche is repayable or that any Event of Default in relation to any Global Note of a Tranche has occurred pursuant to the applicable Indenture or take any proceedings to enforce payment under the applicable Indenture, except as expressly provided otherwise in this Agreement. The Depositary shall not be under any obligation to exercise in favor of any Clearing System any rights of set-off or of bankers' lien or of counterclaims that may arise out of any other transaction between the Issuer or the Depositary. The Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Global Note or in respect of the Receipts on behalf of any Owner CDIs, or holder take any other action or any person. Neither the Depositary nor the Issuer shall be liable for omit to take any action or inaction by under this Agreement, which in its opinion may involve it in reliance upon the advice of expense or information from legal counselliability, accountants, any person presenting Shares for deposit, any Owner or any other person believed by unless indemnity satisfactory to it in good faith to against all expenses and liability be competent to give such advice or informationfurnished as often as may be required. The Depositary shall not be liable for any acts or omissions made by a successor depositary Depositary whether in connection with a previous act or omission of the Depositary or in connection with any 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 complied with its obligations without negligence or bad faith while in Section 3 of this Exhibit A when it acted as Depositary. The Depositary shall not be responsible have no liability for the calculation, timing or appropriateness of any failure to carry out any instructions to vote any of the Deposited Securitiesinterest, principal, premium, if any, Additional Amounts, if any, or for other payment or distribution to be made in connection with any Global Note, and the manner in which any such vote is cast or the effect of any such voteIssuer shall have sole responsibility therefor, provided that the Depositary shall be liable for its own bad faith, willful misconduct or negligence in connection with the foregoing. The Depositary shall not be under any such action liability for interest on, or nonaction is in good faith. No disclaimer of liability under any obligation to invest or segregate, any monies at any time received by it pursuant to the Securities Act of 1933 is intended by any provision terms and conditions of this Agreement except as required by law or as expressly provided in this Agreement. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Book-Entry Interests. EXHIBIT B FORM OF CERTIFICATED DEPOSITARY INTEREST FOR THE CERTIFICATED DEPOSITARY INTERESTS IN THE [GLOBAL SENIOR NOTES] [GLOBAL JUNIOR NOTES]. Reference is hereby made to the Deposit Agreement dated as of May 19, 2003 (the "DEPOSIT AGREEMENT") between Marconi Corporation plc (the "ISSUER") and The Bank of New York. Unless otherwise specified herein, capitalised terms used but not defined herein shall have the meanings given to them in the Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes Depositary, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts on behalf of any Owner or holder or any person. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersOwners 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 Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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 faithfaith and in accordance with the terms of this Deposit Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf of any Owner Receipts, which in its opinion may involve it in expense or holder or any person. Neither the Depositary nor the Issuer liability, unless indemnity satisfactory to it against all expense and liability shall be liable for furnished as often as may be required, and the Custodian shall not be under any action or inaction by it in reliance upon obligation whatsoever with respect to such proceedings, the advice responsibility 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 the Custodian being solely to be competent to give such advice or informationthe Depositary. 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 securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the IssuerCompany. The Issuer Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners holders of Receipts other than for its negligence or Beneficial Ownersmisconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, except that or information from any person presenting shares of Stock for deposit or any holder of a Receipt. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it agrees to be genuine and to have been signed or presented by the party or parties specified in this Deposit Agreement. The Depositary undertakes and shall cause any Registrar to undertake, to perform its obligations such duties and only such duties as are specifically set forth in this Deposit Agreement without using its reasonable best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or any Depositary's Agent due to its or their gross negligence or bad faith. The Depositary assumes no obligation nor shall it be Depositary, any Depositary's Agent, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in Receipts subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth provisions of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf of any Owner or holder or any person. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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 informationapplicable law. The Depositary shall not be liable for any acts may also act as transfer agent or omissions made by a successor depositary whether in connection with a previous act or omission registrar 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 securities of 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 AgreementCompany and its affiliates.

Obligations of the Depositary. the Custodian Depositary's Agents and the IssuerCompany. The Issuer Neither the Depositary nor any Depositary Agent nor the Company nor the Registrar assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or Beneficial Owners, except holders of Receipts other than that it each of them agrees to perform its obligations use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence and other than for its negligence, bad faith or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor the Issuer Company nor the Registrar shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to Stock, Adjustable Rate Depositary Shares or Receipts or Common Stock or other securities or property that in respect of any Deposited Securities its opinion may involve it in expense or in respect of the Receipts on behalf of any Owner or holder or any personliability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Issuer Company nor the Registrar shall be liable for any action or inaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner 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 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 any Depositary's Agent, the Registrar and the Company may each rely and shall each be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out proper party or parties. Notwithstanding the first paragraph of which such potential liability arises this Section 5.03, 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 instruction to vote any of the Deposited Securities, deposited shares of Stock or for the manner in which any such vote is cast or the effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of faith or in accordance with this Deposit Agreement.. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence, bad faith or willful misconduct. The Depositary, its parent, affiliates or subsidiaries and any Depositary's Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Adjustable Rate Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Each of the Company and the Depositary agrees to be bound by, and act in accordance with, the Operating Guidelines current from time to time. The Depositary shall not lend the Adjustable Rate Depositary Shares. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Prospectus pursuant to which 11

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary Depositary, its directors, officers, employees, agents and affiliates assume assumes no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts on behalf of any Owner or holder or any person. Neither the Depositary nor the Issuer Company nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or inaction 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. Each of the Depositary, the Company and their directors, officers, employees, agents and controlling persons may rely and shall be protected in acting upon any written notice, request, direction or other document believed by such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes no Neither the Company, nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Neither the Depositary assumes no nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the Issuer. The Save in accordance with Sections 4.8, 4.9 and the second paragraph of 5.6, the Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial Owners, Owner or other person 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 Beneficial Owner or other person (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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 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.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holders of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer---------------------------------------------------- Company. The Issuer Company assumes no obligation nor shall it be subject to any ------- liability under this Restricted Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Restricted Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Restricted Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Restricted Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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 Restricted Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. Company The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithfaith except as provided in Section 5.13. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any act or failure to act of the Company or its agents, including the Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, Ukraine or any other country or jurisdiction, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Corporate Documents or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. The Company shall not be liable to the Depositary, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any provision of any present or future law or regulation of the United States, Ukraine or any other country or jurisdiction, (ii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or (iii) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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; provided, however, that in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for U.S. legal issues, recognized Russian legal counsel for Russian legal issues and recognized counsel from any other jurisdiction for legal issues with respect to that jurisdiction. 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 inaction is in good faith. No disclaimer The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of liability under Deposited Securities or for the Securities Act failure to make any distribution of 1933 is intended by cash or property with respect thereto as a result of (i) any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of this Deposit Agreement.any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. The Company shall not be liable to the Depositary, any Owner or Beneficial Owner or any other person for the unavailability of the Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (ii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners, Beneficial Owners or Beneficial Ownersother persons, 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, Beneficial Owner or Beneficial Owner other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithfaith and without negligence. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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 faithfaith and without negligence. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ------------------------------------------------------------ The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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 informationinformation or, in the case of the Depositary only, legal counsel. 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 inaction is in good faith. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. For the avoidance of doubt, the Depositary shall have no responsibility whatsoever to the Company, any Owner or Beneficial Owner or any other person with respect to any deficiency which might arise because the amount available for distribution to the Owners by the Depositary in the event that the Registration Date does not occur on or before the Termination Date (together with interest accrued thereon) is less than the aggregate subscription price of such Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. The Depositary shall comply with all applicable federal and state securities laws in connection with the offer and sale of Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial Ownersholder, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 American Depositary Shares on behalf of any Owner or holder or any person. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, ANY REGISTRAR AND THE COMPANY. Neither the Custodian and Depositary nor any Depositary's Agent nor any Registrar nor the Issuer. The Issuer Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders of Depositary Shares other than for such person's own [negligence, except that it agrees as to perform its obligations specifically set forth in this Deposit Agreement without the Depositary], gross negligence or bad faithwillful misconduct. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. [Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts on behalf of any Owner that in its opinion may involve it in expense or holder or any person. liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required.] Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be liable for any action or inaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Depositary Share or any other person reasonably 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 any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out of which such potential liability arises the Depositary performed its obligations without negligence proper party or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Stock or for the manner in which any such vote is cast or the effect of any such vote, provided that as long as any such action or nonaction non-action is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by The Depositary undertakes, and any provision of Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement., and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary shall indemnify the Company against any

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf of 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 Owner or holder or any person. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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 faithfaith and without negligence. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian Custo­dian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Own­ers or Beneficial OwnersOwners of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement Agree­ment without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Depos­ited Securities), except that it agrees to perform its obligations obliga­tions specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securi­ties or in respect of the Receipts on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable li­able for any action or inaction 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 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 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 AgreementAgree­ment.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts, except that it agrees to perform use its best judgment and good faith in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except other than that it agrees to perform use its obligations best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner 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 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 non-action is in good faith. The Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. Company The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. ------------------------------------------------------------ The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. the Custodian and the Issuer8.3.1. The Issuer assumes no Depositary does not assume any obligation nor shall will it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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, Beneficial Owner or Beneficial Owner Depositor (including, without limitation, liability with respect to the validity or worth of the Deposited Underlying Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement herein without negligence or bad faith, and no implied duties will be read into this Agreement against the Depositary. 8.3.2. Neither the The Depositary nor the Issuer shall be is not under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Underlying Securities or in respect of the Receipts on behalf of any Owner or holder or any personReceipts. 8.3.3. Neither the The Depositary nor the Issuer shall be is not liable for any action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for depositDepositor, any Owner or any other person Person believed by it in good faith to be competent to give such advice or information. 8.3.4. The Depositary shall is not be responsible for any failure to carry out any instructions to vote any of the Underlying Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or non-action is without negligence or bad faith. 8.3.5. Except as specifically provided in section 7.1, the Depositary has no obligation to monitor or to obtain any information concerning the business or affairs of any Securities Issuer or to advise Owners or Beneficial Owners of any event or condition affecting any Securities Issuer. 8.3.6. The Depositary has no obligation to comply with any direction or instruction from any Owner or Beneficial Owner regarding Receipts except to the extent specifically provided herein. 8.3.7. The Depositary is not liable for any acts or omissions made by a successor depositary 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. 8.3.8. The Depositary shall not be responsible for any failure to carry out any instructions to vote any duties and responsibilities and liabilities of the Deposited SecuritiesDepositary are limited by, or for the manner in which any such vote is cast or the effect of any such voteand are only those specifically set forth in, 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it the Company be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial Owners, except that it the Company agrees to perform act in good faith and without negligence in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner Holders or Beneficial Owner Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to act in good faith and without negligence in the performance of its duties set forth in this Agreement. The legal relationship created between the Depositary and the Holders and the Beneficial Owners is not a trust and the Depositary will not be acting as a trustee for the Holders or the Beneficial Owners. The Depositary and the Company undertake to perform its obligations such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Issuer 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 on behalf International GDRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its agents and the Company and its agents may rely and shall not be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party 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 Agreementparties.

Obligations of the Depositary. the Custodian and the Issuer---------------------------------------------------- Company. ------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersOwners 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 Beneficial Owner Owners of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf of any Owner or holder Beneficial Owner or any person. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes no Neither the Company, nor its officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no Neither the Depositary, nor its officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in, and in accordance with the terms of, this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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 and in accordance with the terms of this Deposit Agreement 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 is, without negligence or bad faith and in good faithaccordance with the terms of this Deposit Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. ----------------------------------------------------------- The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner 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 faithfaith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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. 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.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Owners or Beneficial OwnersOwners of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithfaith in the performance of such duties. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithfaith in the performance of such duties. Neither the Depositary nor the Issuer 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 American Depositary Shares on behalf of any Owner or holder Beneficial Owner or any other person. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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 informationinformation including, but not limited to, any such action or nonaction based upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary and the Issuer may rely and shall be protected in acting upon any written notice, request, direction or other documents believed by them to be genuine and to have been signed or presented by the proper party or parties. 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Each of the Company and its agents assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to Owners Holders or Beneficial Ownersother persons, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Each of the Depositary and its agents assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to any Owner Holders or Beneficial Owner other persons (including, including without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither The Depositary shall not be subject to any liability with respect to the Depositary validity or worth of the Deposited Securities. Without limitation of the foregoing, neither the Depositary, nor any of its agents, nor the Issuer Company nor any of its agents shall be (a) 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 on behalf Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of any Owner or holder or any person. Neither the Depositary nor the Issuer counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that its agents, the Custodian and the Company may rely and shall be protected in connection with acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the issue out of which such potential liability arises the Depositary performed its obligations without negligence proper party or bad faith while it acted as Depositaryparties. The Depositary and its agents 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 omission is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ------------------------------------------------------------ The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the Issuer. (a) The Issuer assumes no Depositary does not assume any obligation nor shall will it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 the Deposit Agreement to any Owner, Beneficial Owner or Beneficial Owner Depositor (including, without limitation, liability with respect to the validity or worth of the Deposited Underlying Securities), except that it agrees to perform its obligations specifically set forth in this the Deposit Agreement without negligence or bad faith. Neither , and no implied duties will be read into the Deposit Agreement against the Depositary. (b) The Depositary nor the Issuer shall be is not under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Underlying Securities or in respect of the Receipts on behalf of any Owner or holder or any person. Neither the Receipts. (c) The Depositary nor the Issuer shall be is not liable for any action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for depositDepositor, any Owner or any other person Person believed by it in good faith to be competent to give such advice or information. . (d) The Depositary shall is not be responsible for any failure to carry out any instructions to vote any of the Underlying Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or non-action is without negligence or bad faith. (e) Except as specifically provided in section 7.1 of the Deposit Agreement, the Depositary has no obligation to monitor or to obtain any information concerning the business or affairs of any Securities Issuer or to advise Owners or Beneficial Owners of any event or condition affecting any Securities Issuer. (f) The Depositary has no obligation to comply with any direction or instruction from any Owner or Beneficial Owner regarding Receipts except to the extent specifically provided in the Deposit Agreement. (g) The Depositary is not liable for any acts or omissions made by a successor depositary 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. . (h) The Depositary shall not be responsible for any failure to carry out any instructions to vote any duties and responsibilities and liabilities of the Deposited SecuritiesDepositary are limited by, or for and are only those specifically set forth in, 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class or securities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it the Company be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial Owners, except that it the Company agrees to perform act in good faith and without negligence in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner Holders or Beneficial Owner Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to act in good faith and without negligence in the performance of its duties set forth in this Agreement. The legal relationship created between the Depositary and the Holders and the Beneficial Owners is not a trust and the Depositary will not be acting as a trustee for the Holders or the Beneficial Owners. The Depositary and the Company undertakes to perform its obligations such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Issuer 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 on behalf Rule 144A GDRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its agents and the Company and its agents may rely and shall not be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party 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 Agreementparties.

Obligations of the Depositary. the Custodian and the ----------------------------------------------------- Issuer. ------ The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial Owners, Owner or other person 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 Beneficial Owner or other person (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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 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.

Obligations of the Depositary. the The Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Custodian and Depositary nor any Depositary's Agent nor any Registrar nor the Issuer. The Issuer Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform holders of Receipts other than for its obligations specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts on behalf of any Owner which in its opinion may involve it in expense or holder or any personliability unless indemnity to such party against all expense and liability be furnished as often as required. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be liable to any party hereto for any action or inaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for depositdeposit or any holder of a Receipt. The Depositary, any Owner Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or any other person document believed by it in good faith to be competent genuine and to give such advice have been signed or information. The Depositary shall not be liable for any acts presented by the party or omissions made by a successor depositary whether parties specified 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 Depositarythis Agreement. The Depositary shall not be responsible for any failure to carry out any instructions authorization to vote any of the Deposited Securities, shares of Stock or for the manner in which any such vote is cast or the effect of any such votevote made, provided that any as long as such action or nonaction inaction is in good faith and does not result from the gross negligence or willful misconduct of the Depositary. The Depositary undertakes and shall cause any Registrar to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement using its reasonable best efforts and in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of The parties hereto acknowledge that no implied covenants or obligations shall be read into this Deposit AgreementAgreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or any Depositary's Agent due to its or their gross negligence or bad faith. The Depositary, any Depositary's Agent, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in Receipts subject to the provisions of applicable law. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf of any Owner or holder or any other person. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the IssuerCorporation. The Issuer Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners Holders of Receipts other than for its gross negligence, intentional misconduct, bad faith or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithfraud. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Issuer Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series H Preferred Stock, the Depositary Shares or in respect of the Receipts on behalf of any Owner which in its reasonable opinion may involve it in expense or holder or any personliability unless indemnity reasonably satisfactory to it against all reasonable out-of-pocket expense and liability be furnished as incurred. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Issuer Corporation shall be liable for any action or inaction any failure to act by it in good faith reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series H Preferred Stock for deposit, any Owner 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 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 any Depositary’s Agent, any Registrar and the Corporation may each rely and shall each be protected in connection with acting upon or omitting to act upon any written notice, request, direction or other document reasonably believed by it to be genuine and to have been signed or presented by the issue out of which such potential liability arises the Depositary performed its obligations without negligence proper party or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series H Preferred Stock or for the manner in which any such vote is cast or the effect of any such votevote made, provided that as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary, its parent, affiliates or subsidiaries, the Depositary’s Agents, and the Registrar may own, buy, sell and deal in any class of liability under securities of the Securities Act of 1933 is intended by any provision of this Deposit Agreement.Corporation and its affiliates -16- ActiveUS 167765364v.7

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial Ownersother persons, except that it agrees has agreed with the Depositary to perform act in good faith and use reasonable judgment in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faiththe Company Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner Holders or Beneficial Owner other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform act in good faith and use reasonable judgment in the performance of its obligations set forth in this Deposit Agreement. The Depositary undertakes to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Issuer 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 on behalf of GDRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any Owner or holder or any personobligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation Each of the Depositary, provided that its agents and the Company and its agents may rely and shall be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out proper party or parties. Subject to the provisions of which such potential liability arises this Section 5.03, 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 for the effect of any such vote, provided . It is intended that neither the Depositary nor any such action or nonaction is in good faith. No disclaimer agent of liability the Depositary shall be deemed to be an "issuer" of the securities under the Securities Act federal securities laws or applicable state securities laws of 1933 is intended by the United States or any provision of this Deposit Agreementother jurisdiction, it being expressly understood and agreed that the Depositary and its agents are acting only in a ministerial capacity as Depositary for the Shares.

Obligations of the Depositary. the Custodian and the IssuerCompany. ------------------------------------------------------------ The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Custodian and Depositary nor any Depositary's Agent nor any Registrar nor the Issuer. The Issuer Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform holders of Receipts other than for its obligations specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts on behalf of any Owner which in its opinion may involve it in expense or holder or any personliability unless indemnity to such party against all expense and liability be furnished as often as required. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be liable to any party hereto for any action or inaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for depositdeposit or any holder of a Receipt. The Depositary, any Owner Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or any other person document believed by it in good faith to be competent genuine and to give such advice have been signed or information. The Depositary shall not be liable for any acts presented by the party or omissions made by a successor depositary whether parties specified 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 Depositarythis Agreement. The Depositary shall not be responsible for any failure to carry out any instructions authorization to vote any of the Deposited Securities, or shares of Stock of for the manner in which any such vote is cast or the effect of any such votevote made, provided that any as long as such action or nonaction inaction is in good faith and does not result from the gross negligence or willful misconduct of the Depositary. The Depositary undertakes and shall cause any Registrar to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement using its reasonable best efforts and in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of The parties hereto acknowledge that no implied covenants or obligations shall be read into this Deposit Agreement.Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or any Depositary's Agent due to its or their gross negligence or bad faith. The Depositary, any Depositary's Agent, any Registrar and the Company may own and deal in any class of

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities)) , except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders, except that it agrees to perform its such obligations as are specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities)Holders, except that it agrees to perform its such obligations as are specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary undertakes not to issue any Receipt of any Series other than to evidence American Depositary Shares of the corresponding Series representing Deposited Securities of such Series then on deposit with the Custodian. The Depositary also undertakes not to sell (except as expressly provided herein), pledge or lend Deposited Securities of any Series held by it as Depositary. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or nonaction non-action is in good faith. The Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR, THE TRANSFER AGENT AND THE COMPANY. Neither the Custodian and Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Issuer. The Issuer Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform holders of Receipts other than for its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Preferred Stock, the Depositary Shares or in respect of the Receipts on behalf of any Owner which in its opinion may involve it in expense or holder or any personliability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Issuer Company shall be liable for any action or inaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Preferred Stock for deposit, any Owner 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 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 any Depositary's Agent, any Registrar, any Transfer Agent and the Company may each rely and shall each be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out of which such potential liability arises the Depositary performed its obligations without negligence proper party or bad faith while it acted as Depositaryparties. The Depositary and any Depositary's Agent shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Preferred Stock or for the manner in which any such vote is cast or the effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faith. No disclaimer The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary, any Registrar or any Transfer Agent. The Depositary, the Depositary's Agents, any Registrar and any Transfer Agent may own and deal in any class of liability under securities of the Securities Act Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of 1933 is intended by any provision of this Deposit Agreementthe securities of the Company and its affiliates.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Clearing System or Beneficial Owner any holder of Book-Entry Interests (including, without limitation, liability with respect to the validity or worth of the Deposited SecuritiesGlobal Notes), except other than that it agrees to perform its obligations such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither In no event shall the Depositary nor be deemed to owe any fiduciary relationship to any Person as a result of its administering this Agreement. The Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Notes, the performance and observance by the Issuer or any Guarantor of their respective obligations under or in respect of the Global Notes or the recoverability of any sum of interest, principal, premium, if any, or Additional Amounts, if any, due or to become due from the Issuer or any Guarantor in respect of the Global Notes. The Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Issuer or any Guarantor. The Depositary shall at no time be liable for any act, default or omission of the Issuer or any Guarantor under or in respect of the Global Notes. Payments in respect of the CDIs with respect to a Tranche of Notes will only be made to the extent of any amounts actually received by or on behalf of the Depositary in respect of the corresponding Global Notes of such Tranche. The Depositary shall not be required to give notice to the Issuer or any Clearing System that any Global Note of a Tranche is repayable or that any Event of Default in relation to any Global Note of a Tranche has occurred pursuant to the applicable Indenture or take any proceedings to enforce payment under the applicable Indenture, except as expressly provided otherwise in this Agreement. The Depositary shall not be under any obligation to exercise in favor of any Clearing System any rights of set-off or of bankers' lien or of counterclaims that may arise out of any other transaction between the Issuer or the Depositary. The Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Global Note or in respect of the Receipts on behalf of any Owner CDIs, or holder take any other action or any person. Neither the Depositary nor the Issuer shall be liable for omit to take any action or inaction by under this Agreement, which in its opinion may involve it in reliance upon the advice of expense or information from legal counselliability, accountants, any person presenting Shares for deposit, any Owner or any other person believed by unless indemnity satisfactory to it in good faith to against all expenses and liability be competent to give such advice or informationfurnished as often as may be required. The Depositary shall not be liable for any acts or omissions made by a successor depositary Depositary whether in connection with a previous act or omission of the Depositary or in connection with any 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 complied with its obligations without negligence or bad faith while in Section 3 of this Exhibit A when it acted as Depositary. The Depositary shall not be responsible have no liability for the calculation, timing or appropriateness of any failure to carry out any instructions to vote any of the Deposited Securitiesinterest, principal, premium, if any, Additional Amounts, if any, or for other payment or distribution to be made in connection with any Global Note, and the manner in which any such vote is cast or the effect of any such voteIssuer shall have sole responsibility therefor, provided that the Depositary shall be liable for its own bad faith, willful misconduct or negligence in connection with the foregoing. The Depositary shall not be under any liability for interest on, or any obligation to invest or segregate, any monies at any time received by it pursuant to the terms and conditions of this Agreement except as required by law or as expressly provided in this Agreement. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Book-Entry Interests. EXHIBIT B FORM OF CERTIFICATED DEPOSITARY INTEREST FOR THE CERTIFICATED DEPOSITARY INTERESTS IN THE [GLOBAL SENIOR NOTES] [GLOBAL JUNIOR NOTES]. Reference is hereby made to the Deposit Agreement dated as of May 19, 2003 (the "DEPOSIT AGREEMENT") between Marconi Corporation plc (the "ISSUER") and The Bank of New York. Unless otherwise specified herein, capitalised terms used but not defined herein shall have the meanings given to them in the Deposit Agreement. This Certificated Depositary Interest is issued in respect of US$[o] ([o] United States dollars) aggregate principal amount of the [Guaranteed Senior Secured Notes due 2008] [Guaranteed Junior Secured Notes due 2008] (the "NOTES") of the Issuer. The Notes are issued in accordance with the indenture dated as of May 19, 2003 among the Issuer, the Initial Guarantors listed on Schedule 1 thereto and [Law Debenture Trust Company of New York] [JPMorgan Chase Bank], as trustee, as originally executed, including for all purposes the provisions of the Trust Indenture Act that are deemed to be a part of and govern such action or nonaction instrument (the "[SENIOR] [JUNIOR] NOTE INDENTURE"). This Certificated Depositary Interest is in good faith. No disclaimer of liability issued under the Securities Act deposit agreement dated as of 1933 May 19, 2003 (the "DEPOSIT AGREEMENT") among the Issuer and The Bank of New York, as Depositary (the "DEPOSITARY"). In this Certificated Depositary Interest, the Depositary shall include any successors thereto appointed from time to time in accordance with the provisions of the Deposit Agreement. This is intended to certify that: The Bank of New York, as common depositary for Euroclear and Clearstream, is the person registered in the register (the "BOOK-ENTRY REGISTER") maintained by the Depositary in relation to the Certificated Depositary Interests as the duly registered holder of this Certificated Depositary Interest or, if more than one person is so registered, the first-named of such persons (the "CDI HOLDER"). The CDI Holder is entitled to receive the principal amount outstanding as indicated in the Schedule hereto at the Stated Maturity (as defined in the Indenture) or on such earlier date or dates as the same may become repayable in accordance with the terms of the Deposit Agreement (subject to such adjustments [(i)] downwards by any provision amounts of principal already paid to the CDI Holder in accordance with the terms of the Deposit Agreement and noted by the Depositary on the Schedule hereto evidencing such adjustments as may be necessary to ensure that no greater principal sum is repaid in respect of this Certificated Depositary Interest than the actual principal amount received by the Depositary in respect thereof [and (ii) upwards to reflect Junior PIK Notes issued in respect of Junior Notes], together with premium, if any, interest and Additional Amounts payable in accordance with the terms of the Deposit Agreement., all subject to and in accordance with the terms of the Deposit Agreement. This Certificated Depositary Interest is evidence of entitlement only. Title to the Certificated Depositary Interest passes only on due registration in the Book-Entry Registrar and only the CDI Holder is entitled to payment in respect of this Certificated Depositary Interest. This Certificated Depositary Interest shall not be valid for any purpose until it has been executed for and on behalf of The Bank of New York as Depositary. AS WITNESS the manual signature of the Depositary. As Depositary, without recourse, warranty or liability, By: ________________________ Name: Title: ISSUED on INCREASE IN VALUE AND DECREASE IN VALUE The aggregate principal amount outstanding of this Certificated Depositary Interest is shown by the latest entry made by or on behalf of the Depositary in the fourth column below. The following increases and decreases in principal amount outstanding of this Certificated Depositary Interest have been made. AMOUNT OF PRINCIPAL AMOUNT DECREASE IN AMOUNT OF INCREASE OUTSTANDING OF PRINCIPAL AMOUNT IN PRINCIPAL THE CERTIFICATED OUTSTANDING OF AMOUNT OUTSTANDING DEPOSITARY THIS CERTIFICATED OF THIS INTEREST NOTATION MADE BY DATE OF INCOME/ DEPOSITARY CERTIFICATED FOLLOWING SUCH OR ON BEHALF OF DECREASE INTEREST DEPOSITARY INTEREST DECREASE/INCREASE THE DEPOSITARY ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- C-1 SCHEDULE 8 FORM OF AGENCY AGREEMENT Schedule 8-1 [XXXXXXXX CHANCE LOGO] LIMITED LIABILITY PARTNERSHIP Draft Date: 16 May 2003 Dated 19 May 2003 MARCONI CORPORATION PLC as Issuer, THE INITIAL GUARANTORS NAMED HEREIN as Guarantors, LAW DEBENTURE TRUST COMPANY OF NEW YORK as Trustee for the Guaranteed Senior Secured Notes due 2008 JPMORGAN CHASE BANK as Trustee for the Guaranteed Junior Secured Notes due 2008 - and - THE BANK OF NEW YORK as Paying Agent and Registrar --------------------------------------------------------------------------- AGENCY AGREEMENT relating to Guaranteed Senior Secured Notes due 2008 and Guaranteed Junior Secured Notes due 2008 --------------------------------------------------------------------------- Draft Date: 16 May 2003 CONTENTS

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its respective 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial Owners, 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 Holder or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf ADSs, 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or 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 without negligence or bad faith. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in good faithacting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its reasonable 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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 Issuer and the Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. ------------------------------------------------------------ The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts, except that it agrees to perform use its best judgment and good faith in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except other than that it agrees to perform use its obligations best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 on behalf Receipcts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Ordinary Shares for deposit, any Owner 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 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 non-action is in good faith. The Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders or beneficial owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes Depositary, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder or beneficial owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts on behalf of any Owner or holder or any person. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial OwnersHolder, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes Depositary, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts American Depositary Shares on behalf of any Owner or holder Holder or any other person. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or inaction 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, 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 liable for the acts or omissions made by any securities depository, clearing agency or settlement system in Australia in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Neither the Depositary, nor the Company nor the Custodian assumes no any obligation nor shall it any of them be subject to any liability under this the Deposit Agreement to Owners or Beneficial Ownersholders of Receipts, except that it each agrees to perform use its best judgment and good faith in the performance of obligations and duties specifically set forth in this the Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its opinion may involve it in expense or liability, unless satisfactory indemnity 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary Depositary, nor the Issuer Custodian nor the Company shall be liable for any action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner 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 liable information or for any acts translation of any notice, report or omissions other document made by a successor depositary whether in connection with a previous act or omission of translator believed by it to be competent. Neither the Depositary or in connection with any matter arising wholly after nor 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 Custodian will 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 made either with or without request as long as any such action or nonaction non-action is in good faith. No disclaimer The Company will indemnify the Depositary, the Registrar and the Custodian against any liability which may arise out of acts performed, in accordance with the provisions of the Deposit Agreement and of the Receipts (i) by the Depositary, the Custodian or any Registrar, or any of their agents, except for any liability under arising out of its own negligence or bad faith or (ii) by the Securities Act Company or any of 1933 is intended its agents. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any provision class of this Deposit Agreementsecurities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts, except that it agrees to perform use its best judgment and to act in good faith in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform use its best judgment and to act in good faith in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 on behalf 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 no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no ------------------------------------------------------------ Neither the Issuer, nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it the Issuer agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Neither the Depositary assumes no nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Restricted Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Restricted Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Restricted Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Restricted Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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 Restricted Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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, or, in the case of the Depositary only, legal counsel. 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 inaction is in good faith. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian Depositary's Agents and the IssuerCompany. The Issuer Neither the Depositary nor any Depositary Agent nor the Company nor the Registrar assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or Beneficial Owners, except holders of Receipts other than that it each of them agrees to perform its obligations use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence and other than for its negligence, bad faith or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor the Issuer Company nor the Registrar shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to Stock, Depositary Shares or Receipts or Common Stock or other securities or property that in respect of any Deposited Securities its opinion may involve it in expense or in respect of the Receipts on behalf of any Owner or holder or any personliability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Issuer Company nor the Registrar shall be liable for any action or inaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner 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 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 any Depositary's Agent, the Registrar and the Company may each rely and shall each be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out proper party or parties. Notwithstanding the first paragraph of which such potential liability arises this Section 5.03, 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 instruction to vote any of the Deposited Securities, deposited shares of Stock or for the manner in which any such vote is cast or the effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faithfaith or in accordance with this Deposit Agreement. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability that may arise out of liability acts performed or omitted by the Depositary or its agents due to its or their negligence, bad faith or willful misconduct. The Depositary, its parent, affiliates or subsidiaries and any Depositary's Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the Securities Act federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Each of 1933 the Company and the Depositary agrees to be bound by, and act in accordance with, the Operating Guidelines current from time to time. The Depositary shall not lend the Depositary Shares. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Prospectus pursuant to which the Depositary Shares are offered, the Stock, the Depositary Shares or the Receipts (except its countersignature thereon), or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is intended by any provision responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of [ ], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial OwnersOwners of Receipts, except that it agrees to perform use its best judgment and to act in good faith in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner Holders or Beneficial Owner Owners of Receipts (including, including without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform use its obligations specifically best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or Beneficial Owner 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 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 omission is in good faithfaith and in accordance with the terms of this Deposit Agreement. The Depositary may own and deal in Receipts and, subject to the Statuts of the Company and to the laws of the Republic of France, in any class of securities of the Company and its affiliates. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial Owners, 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 Holder or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Neither the Depositary nor the Company 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.

Obligations of the Depositary. the Custodian and the ---------------------------------------------------- Issuer. ------- The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial OwnersHolder, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 American Depositary Shares on behalf of any Owner or holder Holder or any other person. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon any documents it believes in good faith to be genuine and to have been signed or presented by the proper party. 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 liable for the acts or omissions made by any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial OwnersHolder, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes Depositary, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts American Depositary Shares on behalf of any Owner or holder Holder or any other person. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or inaction 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 liable for the acts or omissions made by any securities depository, clearing agency or settlement system in Australia in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company and its directors, employees, agents and affiliates assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes and its directors, employees, agents and affiliates assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their directors, employees, agents and affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts American Depositary Shares on behalf of any Owner or holder Beneficial Owner or any person. Neither the Depositary nor the Issuer Company nor any of their directors, employees, agents and affiliates shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders or beneficial owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes Depositary, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder or beneficial owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts on behalf of any Owner or holder or any person. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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.Agreement-

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders of Receipts, except that it the Issuer agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer nor any of their directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) 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 on behalf Receipts, which in their opinion may involve them in expense or liability, unless indemnity satisfactory to them against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer nor any of their directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or inaction nonaction by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it them 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.

Obligations of the Depositary. the Custodian Depositary's Agents and the IssuerCompany. The Issuer Neither the Depositary nor any Depositary's Agent nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or Beneficial Owners, except holders of Receipts other than that it each of them agrees to perform its obligations use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor any Depositary's Agent nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to Preferred Stock, Depositary Shares or Receipts that in respect of any Deposited Securities its opinion may involve it in expense or in respect of the Receipts on behalf of any Owner or holder or any personliability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Issuer Company shall be liable for any action or inaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Preferred Stock for deposit, any Owner 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, any Depositary's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, its parent, affiliate, or subsidiaries and any Depositary's Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary shall Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were 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.the

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts, except that it agrees to perform use its best judgment and to act in good faith in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holders of Receipts (including, including without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform use its obligations specifically best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 In respect of the Receipts on behalf Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Class A Shares for deposit, any Owner 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 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 omission is in good faithfaith and in accordance with the terms of this Deposit Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the IssuerTransfer Agent. The Issuer Except as set forth in Section 2.13, none of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners Record Holders of Receipts, the Corporation or Beneficial Ownersany other person or entity other than for its gross negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence willful misconduct or bad faithfaith (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth None of the Deposited Securities)Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer any Depositary’s Agent, any Registrar and any Transfer Agent shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Mandatory Convertible Preferred Stock, the Depositary Shares or the Receipts, which, in respect its reasonable opinion, may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Except as set forth in Section 2.13, none of the Receipts on behalf of Depositary, any Owner or holder or Depositary’s Agent, any person. Neither the Depositary nor the Issuer Registrar and any Transfer Agent shall be liable for any action or inaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person Person presenting Shares Mandatory Convertible Preferred Stock for deposit, any Owner Record Holder of a Receipt or any other person Person believed by it in good the absence of bad faith to be competent to give such advice information. Each of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent may rely, and shall each be protected in acting upon or informationomitting to act, upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary undertakes, and any Registrar or Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar or Transfer Agent. The Depositary, its parent, affiliates and subsidiaries, any Depositary’s Agent and any Registrar or Transfer Agent may own, buy, sell and deal in any class of securities of the Corporation and its affiliates and in Receipts or Depositary Shares or have a pecuniary interest in any transaction in which the Corporation or its affiliates may be interested or contract with or lend money to any such Person or otherwise act as fully or as freely as if it were not the Depositary, the Depositary’s parent, affiliate or subsidiary or the Depositary’s Agent or the Registrar hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Corporation and its affiliates. It is intended that none of the Depositary, its agents and any Registrar, acting as a Depositary’s Agent or Registrar, as the case may be, shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, any Depositary’s Agent and the Registrar are acting only in a ministerial capacity as Depositary or Registrar for the Mandatory Convertible Preferred Stock. The Corporation agrees that is has previously or will register the offer and sale of the Mandatory Convertible Preferred Stock and the Depositary Shares in accordance with all applicable securities laws. None of the Depositary, its officers, directors, employees or agents and the Registrar makes any representation or has any responsibility as to the validity of (a) the registration statement pursuant to which the offer and sale of the Depositary Shares are registered under the Securities Act, (b) the Certificate of Incorporation, (c) the Mandatory Convertible Preferred Stock, (d) the Depositary Shares, (e) the Receipts (except for its counter-signatures thereon), (f) any instruments referred to in any of the foregoing or (g) as to the correctness of any statement made in any of the foregoing. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any Mandatory Convertible Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the Record Holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. Notwithstanding anything to the contrary herein, except as set forth in Section 2.13, the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall not be liable for any acts incidental, indirect, special or omissions made consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a successor depositary whether in connection with a previous act or omission breach of any provision of this Agreement even if apprised of the Depositary or possibility of such damages. Notwithstanding anything contained herein to the contrary, except as set forth in connection with any matter arising wholly after Section 2.13, the removal or resignation aggregate liability of the Depositary, provided that any Depositary’s Agent, any Registrar and any Transfer Agent during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, three times the issue out amounts paid hereunder by the Corporation to Depositary as fees and charges, but not including reimbursable expenses, during the twelve months immediately preceding the event for which recovery is being sought. Except as set forth in Section 2.13, the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall not have any liability for interest on any monies at any time received by it pursuant to any of which such potential liability arises the provisions of this Agreement or of the Receipts, the Depositary performed its obligations without negligence Shares or bad faith while the Mandatory Convertible Preferred Stock, nor shall it acted be obligated to segregate such monies from other monies held by it, except as required by applicable law. Except as set forth in Section 2.13, the Depositary. The Depositary , any Depositary’s Agent, any Registrar and any Transfer Agent shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any failure payments if it has not timely received sufficient funds to carry out make timely payments. In the event the Depositary, the Depositary’s Agent or any instructions to vote Registrar or Transfer Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agent or any Registrar or Transfer Agent hereunder, or in the administration of any of the Deposited Securitiesprovisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion, refrain from taking any action and the Depositary, Depositary’s Agent or any Registrar or Transfer Agent shall be fully protected and shall not be liable in any way to the Corporation, any Record Holders of Receipts or any other person or entity for refraining from taking such action, unless (i) the Depositary receives written instructions or a certificate signed by the Corporation that eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Depositary, Depositary’s Agent, Registrar or Transfer Agent or that proves or establishes the applicable matter to the reasonable satisfaction of the Depositary, Depositary’s Agent, Registrar or Transfer Agent or (ii) the rights of all parties have been adjudicated by a final non-appealable judgment of a court of appropriate jurisdiction. In the event the Depositary, any Depositary’s Agent, the Registrar or Transfer Agent shall receive conflicting claims, requests or instructions from any Record Holders of Receipts, on the one hand, and the Corporation, on the other hand, such party shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken, suffered or omitted to be taken. The Depositary undertakes not to issue any Receipt other than to evidence the Depositary Shares that have been delivered to, and are then on deposit with, the Depositary. The Depositary also undertakes not to sell, except as provided herein, pledge or lend Depositary Shares or shares of Mandatory Convertible Preferred Stock held by it as Depositary. The Depositary, the Depositary’s Agent, Transfer Agent, or Registrar will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, Mandatory Convertible Preferred Stock or Depositary Shares. Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designation shall affect the rights, duties, obligations or immunities of the Depositary, Transfer Agent, the Depositary’s Agent or Registrar hereunder. The Depositary, any Depositary’s Agent, Transfer Agent, and any Registrar hereunder: (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) except as set forth in Section 2.13, shall have no obligation to make payment hereunder unless the Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) except as set forth in Section 2.13, shall not be obligated to take any legal or other action hereunder; if, however, the Depositary, any Depositary’s Agent, the Transfer Agent or the Registrar determines to take any legal or other action hereunder, and, where the taking of such action might in such Person’s reasonable judgment subject or expose it to any expense or liability, it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or omitting to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to it and believed by it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the manner accuracy thereof; (v) may rely on and shall be authorized and protected in which acting or omitting to act upon the written, telephonic, electronic and oral instructions given in accordance with this Agreement, with respect to any matter relating to its actions as Depositary, Transfer Agent or Registrar covered by this Agreement (or supplementing or qualifying any such vote is cast actions), of officers of the Corporation; (vi) may consult counsel satisfactory to it (who may be an employee of the Depositary or the effect Registrar or counsel to the Corporation), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in accordance with the advice of such votecounsel; (vii) shall not be called upon at any time to advise any Person with respect to the Mandatory Convertible Preferred Stock, provided that Depositary Shares or Receipts; (viii) shall not be liable or responsible for any such action recital or nonaction is statement contained in good faithany documents relating hereto or to the Mandatory Convertible Preferred Stock, the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than the Depositary) executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for under this Agreement. No disclaimer The representations of liability under the Securities Act Corporation set forth in this Section 5.03 shall survive the replacement, removal or resignation of 1933 is intended by any provision Depositary, Registrar or Depositary’s Agent or the Transfer Agent, or the termination of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer assumes Company, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial OwnersHolder, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes Depositary, its directors, officers, employees, agents and affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts American Depositary Shares on behalf of any Owner or holder Holder or any other person. Neither the Depositary nor the Issuer Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or inaction 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 liable for the acts or omissions made by any securities depository, clearing agency or settlement system in the United Kingdom in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. 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.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Regulation S Deposit Agreement to Owners Holders or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Regulation S Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Regulation S Deposit Agreement to any Owner Holder or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Regulation S Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion 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 proceeding, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder, or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any such action or nonaction based upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Regulations S Deposited Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial Ownersother persons, except that it agrees has agreed with the Depositary to perform act in good faith and use reasonable judgment in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faiththe Company Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner Holders or Beneficial Owner other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform act in good faith and use reasonable judgment in the performance of its obligations set forth in this Deposit Agreement. The Depositary undertakes to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Issuer 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 on behalf of ADRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any Owner or holder or any personobligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Common Stock for deposit, any Owner Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation Each of the Depositary, provided that its agents and the Company and its agents may rely and shall be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out proper party or parties. Subject to the provisions of which such potential liability arises this Section 5.02, 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 for the effect of any such vote, provided . It is intended that neither the Depositary nor any such action or nonaction is in good faith. No disclaimer agent of liability the Depositary shall be deemed to be an "issuer" of the securities under the Securities Act federal securities laws or applicable state securities laws of 1933 is intended by the United States or any provision of this Deposit Agreementother jurisdiction, it being expressly understood and agreed that the Depositary and its agents are acting only in a ministerial capacity as Depositary for the Common Stock.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders 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 Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 reasonably required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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.

Obligations of the Depositary. the Custodian Depositary's Agents, any Registrar and the IssuerCompany. The Issuer Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform holders of Depositary Shares other than for its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts on behalf of any Owner which in its opinion may involve it in expense or holder or any personliability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be liable for any action or inaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Depositary Share 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 any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out of which such potential liability arises the Depositary performed its obligations without negligence proper party or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Stock or for the manner in which any such vote is cast or the effect of any such vote, provided that as long as any such action or nonaction non- action is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by The Depositary undertakes and shall cause any provision of Registrar to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit AgreementAgreement using its reasonable best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their gross negligence or bad faith. The Depositary, any Depositary's Agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or Beneficial Ownersholders 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 or any Receipt to any Owner or Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf 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 any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or inaction 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 inaction is in good faith. The Depositary, its controlling persons and its agents, the Custodian and the Issuer, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it (or them) to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. The Issuer assumes and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders, except that it the Issuer agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer nor any of their directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) 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 on behalf Receipts, which in their opinions may involve them in expense or liability, unless indemnity satisfactory to them against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of any Owner or holder or any personthe Custodian being solely to the Depositary. Neither the Depositary nor the Issuer nor any of their directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or inaction nonaction by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary, the Issuer and their respective directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) may rely and shall be protected in acting upon any written notice, request, direction or other document believed by such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction omission to act is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders, 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 Beneficial Owner holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 on behalf of any Owner or Owner, holder or any other person. Neither the Depositary nor the Issuer Company shall be liable for any action or inaction 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 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.