0001019155-14-000295 Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Second Amended and Restated Deposit Agreement Dated as of _____________, 2014 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • August 1st, 2014 • Bank of New York / Adr Division • American depositary receipts • New York

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _______________, 2014, among Pearson plc, incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.

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