Exhibit A to Deposit Agreement

Exhibit A to Deposit Agreement

No.

AMERICAN DEPOSITARY SHARES

(Each American Depositary Share represents one (1) deposited Share)

EFFECTIVE NOVEMBER 22, 2000

THE PAR VALUE OF ORDINARY SHARES

HAS CHANGED TO 0.06 EUR PER SHARE

THE BANK OF NEW YORK

AMERICAN DEPOSITARY RECEIPT

FOR ORDINARY SHARES,

NOMINAL VALUE IR5P PER SHARE OF

ICON PLC

(INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF IRELAND)

The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that  

 , or registered assigns IS THE OWNER OF

AMERICAN DEPOSITARY SHARES

representing deposited Ordinary Shares (herein called "Shares"), of ICON PLC, incorporated under the laws of The Republic of Ireland (herein called the "Company").  At the date hereof, each American De­positary Share represents one (1) Share which is either deposited or subject to deposit under the deposit agreement at the Dublin office of The Bank of Ireland (herein called the "Custodian").  The Depositary's Corporate Trust Office is located at a different address than its principal executive office.  Its Corporate Trust Office is located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000, and its principal executive office is located at 00 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000.

THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS

000 XXXXXXX XXXXXX, XXX XXXX, X.X.  00000

1.

THE DEPOSIT AGREEMENT

This American Depositary Receipt is one of an issue (herein called the Receipts), all issued and to be issued upon the terms and conditions set forth in the deposit agreement dated as of May 20, 1998 (herein called the Deposit Agreement), by and between the Company, the Depositary and all Holders from time to time of Receipts is­sued thereun­der, each of whom by accepting a Receipt agrees to become a party thereto and becomes bound by all the terms and provi­­­sions thereof.  The Deposit Agreement sets forth the rights of Holders of the Receipts and the rights and duties of the De­positary in respect of the Shares deposited thereunder and any and all other securities, property and cash from  time to time received in respect of such Shares and held thereunder (such Shares, securities, property and cash are herein called Depos­ited Securities).  Copies of the Deposit Agreement are on file at the principal offices of the Depositary and the Cus­todian.  The statements made on the face and the reverse of this Re­­­ceipt are summaries of certain provisions of the De­­posit Agreement and are qualified by and subject to the de­­tailed provisions of the Deposit Agreement, to which refer­ence is hereby made.  Capitalized terms not defined herein shall have the meaning set forth in the Deposit Agreement.

2.

SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES

Upon surrender at the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of the Depositary provided in Article (7) of this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Holder hereof is entitled to delivery, to him or upon his order, of the Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is is­sued.  Delivery of such Deposited Securities may be made by the delivery of certificates in the name of the Holder hereof or as ordered by him or by the delivery of certificates properly en­­­­­dorsed (or accompanied by proper instruments of transfer).  Such delivery will be made as promptly as practicable and, at the option of the Holder hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary in The City of New York shall be at the risk and expense of the Holder hereof.

3.

TRANSFERS, SPLIT-UPS AND COMBINATIONS OF RECEIPTS

This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly autho­­­­­rized attorney, upon surrender of this Receipt properly en­­­­­dorsed or accompanied by proper instruments of transfer and duly stamped as may be required by law; provided, however, that the Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connec­tion with the performance of its duties under the  Deposit Agreement.  This Receipt may be split into other Receipts or may be combined with other Receipts into one Receipt, repre­senting the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.  As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presentor of the Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in Article (7) of this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement, including, without limitation, Section 2.06 thereof.

The Depositary may refuse to execute and deliver Re­­­­­ceipts, register the transfer of any Receipt, make any dis­­­­­tribution of, or related to, Deposited Securities until it has received such proof of citizenship, residence, exchange con­trol approval or other information as it may deem necessary or proper.  The delivery of Receipts against deposits of Shares generally may be suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular in­­­­­stances may be refused, or the registration of transfers or surrenders of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary or the Company are closed, if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental authority, body or commis­sion, or under any provision of the Deposit Agreement, or this Receipt, or for any other reason, subject to Article (22) hereof.  The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended sub­ject only to  (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meet­ing, or the payment of dividends,  (ii) the payment of fees, taxes and similar charges and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities.  Without limitation of the foregoing, the Depositary will not knowingly accept for deposit under the Deposit Agreement any Stock required to be registered under the provisions of the Securities Act of 1933, unless a registra­tion statement is in effect as to such Stock.

4.

LIABILITY OF HOLDER FOR TAXES

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

5.

WARRANTIES ON DEPOSIT OF SHARES

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly is­sued and subscribed for, fully paid, nonassessable and not subject to pre-emptive rights and that the person making such deposit is duly authorized so to do.  Such representations and warran­ties shall survive the deposit of Shares and issuance of Re­­­­ceipts.

6.

FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION

Any person presenting Shares for deposit or any Holder of a Receipt may be required from time to time to file with the Depositary such proof of citizenship or resi­dence, exchange control approval, or such information relating to the registration on the books of the Company of the Shares presented for deposit or other information, to execute such certificates and to make such representations and warranties, as the De­positary may deem necessary or proper.  The Depositary may withhold the delivery or registra­tion of transfer of any Re­ceipt or the distribution or sale of any dividend or other distribu­tion of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representa­tions and warranties made.  Upon the request of the Company, the Depositary shall deliver to the Company copies of the documents or instruments delivered to the Depositary or any of its agents pursuant to this Ar­ticle (6).  No Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by the governmental authority or body in the Republic of Ireland, if any, which is then per­forming the function of the regulation of currency exchange.

7.

CHARGES OF THE DEPOSITARY

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

The following charges shall be incurred by any party de­positing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange regard­ing the Receipts or Deposited Securities or a distribu­tion of Receipts pursuant to Section 4.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registra­tion of transfers of Shares gen­erally on the Share register of the Company or Foreign Regis­trar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are ex­pressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign cur­rency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Deposi­tary Shares (or portion thereof) for the execution and deliv­ery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement, and the sur­render of Re­ceipts pursuant to Section 2.05 or 6.02 of the Deposit Agree­ment, (6) a fee of $.02 or less per Ameri­can Depositary Share (or por­tion thereof) for any cash distri­bution made pursuant to the Deposit Agreement including, but not limited to Sec­tions 4.01 through 4.04 thereof and (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were Shares), but which securities are instead dis­tributed by the Depositary to Owners.

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

8.

PRE-RELEASE OF RECEIPTS

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

Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the re­ceipt of Shares pursuant to Section 2.02 of the Deposit Agree­ment ("Pre-Release").  The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released.  The Depositary may re­­­ceive Receipts in lieu of Shares in satisfaction of a Pre-Release.  Each Pre-Release will be (a) preceded or accompanied by a written rep­resentation from the person to whom Receipts are to be deliv­ered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days no­tice, and (d) sub­ject to such further indemnities and credit regulations as the Depositary deems appropriate.  The number of American Deposi­tary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.

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

9.

TITLE TO RECEIPTS

It is a condition of this Receipt, and every succes­sive Holder hereof by accepting or holding the same consents and agrees, that title to this Receipt (and to the  American Depositary Shares evidenced hereby), when properly endorsed or accompanied by proper instruments of transfer, is transfer­able by delivery with the same effect as in the case of a nego­­­tiable instrument; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this Receipt is registered on the books of the Depositary as the absolute owner hereof for the purpose of determining the person entitled to distribution of divi­­­dends or other distributions or to any notice provided for in the Deposit Agreement, and for all other purposes.

10.

VALIDITY OF RECEIPT

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

11.

REPORTS; INSPECTION OF TRANSFER BOOKS

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, ac­cordingly files certain reports and information with the Se­curities and Exchange Commission.  Such reports and other in­formation may be inspected and copied at the public refer­ence facilities maintained by the Securities and Exchange Com­mis­sion in Washington, D.C. and certain other regional offices of the Commission.

The Depositary shall make available for inspection by Holders of Receipts at its Corporate Trust Office, any reports and communications received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities, and (b) made generally available to the holders of such Deposited Se­curities by the Company.  The Depositary shall also send to Holders of Receipts copies of such reports when furnished by the Company as provided in the Deposit Agreement.  

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

12.

DIVIDENDS AND DISTRIBUTIONS

Whenever the Depositary or the Custodian shall receive any cash dividend or other cash distribution by the Company on any Deposited Securities, the Depositary shall, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a rea­sonable basis into United States dollars transferable to the United States and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Depos­ited Securities held by them respectively; provided, however, that in the event that the Company, the Custodian or the Depositary shall be required to withhold and does withhold from any cash dividend or other cash distribu­tion in respect of any Deposited Secu­rities an amount on ac­count of taxes, the amount distributed to the Holder of Receipts evidencing American Depositary Shares rep­resenting such Deposited Securities shall be reduced accord­ingly.

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

If any distribu­tion upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Secu­rities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distri­bution.  In lieu of delivering Receipts for fractional Ameri­can Depositary Shares in any such case, the Depositary may sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars, to the Holders of Receipts entitled thereto.  If additional Receipts are not so distributed, each American Depositary Share shall thence­forth also represent the ad­­ditional Shares distributed upon the Deposited Securities represented thereby.  

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

13.

CONVERSION OF FOREIGN CURRENCY

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

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

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

14.

RIGHTS

In the event that the Company shall of­fer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for ad­­­ditional Shares or any other rights of any nature, the Depositary shall have discretion, after consultation with the Company, as to whether such rights are to be made available to the holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights avail­able to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if mak­ing such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and ap­pear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the  De­positary may deem proper, and allocate the proceeds of such sales for account of the Holders of Receipts otherwise en­­­titled thereto upon an aver­aged or other practicable basis without regard to any distinc­tions among such Holders because of exchange restrictions, or the date of delivery of any Re­ceipt or Receipts, or otherwise.

15.

RECORD DATES

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued, with respect to the Deposited Securities, or whenever for any reason the De­positary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall fix a record date, after consultation with the Company, for the determination of the Holders of Receipts who shall be entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, subject to the provisions of the Deposit Agreement.

16.

VOTING OF DEPOSITED SECURITIES

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the De­­­positary shall, as soon as practicable thereafter, mail to the Holders of Receipts a notice which will contain (a) such information as is contained in such no­tice of meeting and (b) a statement that the Holders of Re­­­ceipts at the close of business on a specified record date will be entitled, subject to any applicable provisions of law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares representing Ordinary Shares or other Depos­ited Securities represented by their respective American De­positary Shares, and a brief statement as to the manner in which such instructions may be given to the Depositary to give a discretionary proxy to a designated member or members of the Board of Directors of the Company.  Upon the written re­­­quest of a Holder of a Receipt on such record date, received on or before the date established by the De­­­positary for such purpose, the Depositary shall endeavor inso­far as practicable to vote or cause to be voted the amount of Shares representing Ordinary Shares or other Deposited Securities represented by this Receipt in accordance with the instructions set forth in such request.  The Depositary shall not, and the Depositary shall ensure that the Custodian and any of its nominees shall not, vote the units of Shares or other Deposited Securities represented by a Receipt unless it receives instructions from the Holder of such Receipts, nor shall the Depositary or Custodian demand a poll.

17.

CHANGES AFFECTING DEPOSITED SECURITIES

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

18.

LIABILITY OF THE COMPANY AND DEPOSITARY

Neither the Depositary nor the Company shall incur any liability to any Holder of this Receipt, if by reason of any provision of any present or future law or regulation of the United States or the Republic of Ireland or any other country, or of any governmental authority, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company, or by reason of any act of God or war or other circumstance beyond its control, the Depositary or the Company shall be prevented or forbidden from doing or performing any act or thing which by the terms of the Deposit Agreement it is pro­vided shall be done or performed nor shall the Depositary or the Company incur any liability to any Holder of a Receipt by reason of any non-performance or delay, caused as aforesaid, in performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the De­posit Agreement.  Neither the Company nor the Depositary and its directors, employees, agents and controlling persons (as defined in the Securities Act of 1933) assumes any obligation or shall be subject to any liability under the Deposit Agreement to Holders of Receipts, except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith.  Neither the Depositary nor the Company nor any of its directors, employees, agents and controlling persons (as defined in 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, which in its opinion may involve it in expense and liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be re­­­quired, and the Custodian shall not be under any obliga­tion whatsoever with respect to such proceedings, the responsibil­ity of the Custodian being solely to the Depositary.  Neither the Depositary nor the Company nor any of its directors, employees, agents and controlling persons (as defined in the Securities Act of 1933) shall be liable for any action or non-action by it in reliance upon the advice of or infor­mation from legal counsel, accountants, any person presenting Shares for deposit, any Holder of a Receipt, or any other per­son believed by them in good faith to be competent to give such advice or information.  The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or effect of any such vote, provided that any such action or non-action is in good faith.  The Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts.  No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agree­­­­­­­­­ment.  The Company agrees to indem­nify the Depositary and the Custodian, their directors, employees, agents and affiliates against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted in accordance with the provisions of the De­­­posit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or the Custodian, except for any li­­­ability arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents.

The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.09 of the Deposit Agreement) of a Receipt or Receipts in accordance with Section 2.09 of the Deposit Agreement and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.09 of the Deposit Agreement; provided, however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not be the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading.

19.

RESIGNATION AND REMOVAL OF DEPOSITARY; SUBSTITUTION OF

CUSTODIAN

The Depositary may at any time resign as Deposi­tary under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resigna­tion to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the De­posit Agreement.  The Depositary may at any time be removed by the Company, effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.  The Depositary may at any time ap­point a substitute custodian and the term "Custodian" shall refer to such substitute.

20.

AMENDMENT OF DEPOSIT AGREEMENT AND RECEIPTS

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

21.

TERMINATION OF DEPOSIT AGREEMENT

The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination.  The Deposi­tary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and Holders of all  Receipts then outstanding if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a suc­­­cessor depositary shall not have been appointed and ac­cepted its appointment as provided in Section 5.04 of the Deposit Agreement.  On and after the date of termination, the Holder of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.05 of the Deposit Agreement and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt.  If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Se­curities, shall sell rights as provided in the Deposit Agreement and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary.  At any time after the expira­tion of two years from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without li­ability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been sur­rendered.  After making such sale, the Depositary shall be discharged from all obli­gations under the Deposit Agreement, except to account for such net proceeds and other cash.  Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

22.

COMPLIANCE WITH U.S. SECURITIES LAWS

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