0001144204-06-030869 Sample Contracts

SECOND SUPPLEMENT AND AMENDMENT TO DEPOSIT AGREEMENT
Deposit Agreement • August 3rd, 2006 • Invensys PLC/Adr • American depositary receipts • New York

SECOND SUPPLEMENT AND AMENDMENT TO DEPOSIT AGREEMENT, dated as of August , 2006 (this "Agreement"), to the Amended and Restated Deposit Agreement dated as of February 12, 1999 and previously supplemented and amended as of October 25, 2002 (as so supplemented and amended, the "Deposit Agreement") among Invensys Plc (the "Company"), Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity as the successor depositary (the "Depositary"), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.

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