0001193805-14-001866 Sample Contracts

SMITH & NEPHEW PLC AND DEUTSCHE BANK TRUST COMPANY AMERICAS As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Fourth Amended and Restated Deposit Agreement Dated as of October [•], 2014
Deposit Agreement • September 24th, 2014 • Deutsche Bank Trust Co Americas/ ADR Group • Orthopedic, prosthetic & surgical appliances & supplies • New York

DEPOSIT AGREEMENT dated as of October [•], 2014,among SMITH & NEPHEW PLC, incorporated under the laws of England and Wales (herein called the Issuer), DEUTSCHE BANK TRUST COMPANY AMERICAS, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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