0001144204-07-050556 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • September 21st, 2007 • Bg Group PLC • Crude petroleum & natural gas • New York

AMENDMENT NO. 1, dated as of September 21, 2007 (the “Amendment”), to the Deposit Agreement dated as of November 21, 1986, as Amended and Restated as of October 31, 1997 and December 10, 1999 as Further Amended and Restated as of May 17, 2002 (as so amended hereby, the "Deposit Agreement"), among BG GROUP PLC, a company incorporated in England and Wales (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts issued thereunder ("Receipts") evidencing American Depositary Shares ("ADSs") representing deposited Shares.

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