0001019155-03-000349 Sample Contracts

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Deposit Agreement • July 15th, 2003 • Premier Oil Group PLC/Fi • New York

DEPOSIT AGREEMENT dated as of April 30, 1990, and as amended and restated as of February 18, 19971997, and as amended and restated as of ___________, 2003 among Premier Oil plc, a public company limited by shares incorporated under the laws of Scotland (herein called the Issuer), Premier Oil Group plc (f/k/a Premier Oil plc), a public company limited by shares incorporated under the laws of Scotland (herin called Old Premier), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

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Exhibit A to Deposit Agreement
Premier Oil Group PLC/Fi • July 15th, 2003

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

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