0001144204-05-038603 Sample Contracts

AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Amended and Restated Deposit Agreement Dated as of December __, 2005
Deposit Agreement • December 2nd, 2005 • Scottish & Southern Energy PLC /Fi • New York

WHEREAS, the Company has established an ADR facility to provide for the deposit of the Shares and the creation of American depositary shares representing the Shares so deposited pursuant to the Deposit Agreement, dated as of December 18, 1991 in relation to the American Depositary Receipt program (the "Old Deposit Agreement"), by and among the Company, The Bank of New York and all Holders from time to time of American depositary receipts ("Old Receipts") issued thereunder;

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