0001193805-14-000936 Sample Contracts

AMENDMENT AGREEMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • May 9th, 2014 • JPMorgan Chase Bank, N.A. - ADR Depositary • Fire, marine & casualty insurance • New York

AMENDMENT NO. 1, dated as of , 2014 (the "Amendment"), to the Deposit Agreement dated as of October 7, 2013, (the "Deposit Agreement") among RSA Insurance Group PLC, incorporated under the laws of England and Wales (the "Company"), JPMorgan Chase Bank, N.A., as depositary ("J.P. Morgan" or the “Depositary”), and all holders from time to time of American depositary receipts ("ADRs").

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