424(b)(3)
FILE NO.  33-25214


EFFECTIVE MAY 15, 2006, THE
RATIO WILL BE 1 ADR EQUALS 2
ORDINARY SHARES OF PAR VALUE
50 PENCE EACH


EXHIBIT A
TO
DEPOSIT AGREEMENT

(FORM OF FACE OF RECEIPT)

AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED ORDINARY SHARES OF

CORUS GROUP PLC

(Incorporate under the laws of England and
Wales

No. 33-25214

THE BANK OF NEW YORK, incorporated
under the laws of the State of New York, as
Depositary, (the Depositary), hereby
certifies that___________
____________________________________
________, or registered assigns IS THE
OWNER OF
_____________________________
AMERICAN DEPOSITARY SHARES
representing deposited Ordinary Shares, par
value 50 pence each (Shares), of Corus
Group plc, a company incorporated in
England and Wales (the Company).  At the
date hereof, each American Depositary
Share represents ten (10) Shares (or
evidence of rights to receive such Shares)
deposited under the Deposit Agreement
(hereinafter defined) at the principal London
office of the Depositary in the name of The
Bank of New York (Nominees) Limited (the
Custodian).

1.	THE DEPOSIT AGREEMENT.
	This American Depositary Receipt is
one of an issue (the Receipts), all issued and
to be issued upon the terms and conditions
set forth in the Deposit Agreement dated as
of November 23, 1988, as amended and
restated as of April 28, 1995, as further
amended and restated as of July 26, 1995, as
further amended and restated as of October
6, 1999 (the Deposit Agreement), by and
among the Company, British Steel plc, the
Depositary, and each person or persons in
whose name a Receipt is registered on the
books of the Depositary  maintained for
such purpose (each, a Holder) from time to
time of Receipts issued thereunder, each of
whom by accepting a Receipt agrees to
become a party thereto and becomes bound
by all the terms and provisions thereof,
hereof and the Memorandum of Association
(the Memorandum) and the Articles of
Association (the Articles) of the Company.
The Deposit Agreement sets forth the rights
and obligations of Holders of the Receipts
and the rights and duties of the Depositary in
respect of the Shares deposited thereunder
and any and all other securities, property and
cash from time to time received in respect or
in lieu of such Shares and held thereunder
(such Shares, securities, property, and cash
are herein called the Deposited Securities).
Copies of the Deposit Agreement, the
Memorandum and the Articles are on file at
the Corporate Trust office of the Depositary
and the office of the Custodian and at any
other designated transfer offices.  The
statements made on the face and reverse of
this Receipt are summaries of certain
provisions of the Deposit Agreement, as
well as the Memorandum and the Articles,
and are qualified by and subject to the
detailed provisions thereof, to which
reference is hereby made.  The Depositary
makes no representation or warranty as to
the validity or worth of the Deposited
Securities.

2.	SURRENDER OF RECEIPTS AND
WITHDRAWAL OF SHARES.	Upon
surrender at the Corporate Trust Office of
the Depositary of this Receipt, and upon
payment of the fee of the Depositary
provided for in paragraph (6) on the face of
this Receipt and Section 5.09 of the Deposit
Agreement and payment of all taxes and
charges payable in connection such
surrender and withdrawal of the Deposited
Securities, and subject to the terms and
conditions of the Deposit Agreement, the
Memorandum, the Articles and the
Deposited Securities, the Holder hereof is
entitled to the transfer and delivery, to such
Holder or upon the order of such Holder, of
the Deposited Securities represented by the
American Depositary Shares evidenced by
this Receipt.  Delivery of such Deposited
Securities may be made by the delivery of
certificates in the name of the Holder hereof
or as ordered by such Holder or by the
delivery of (a) certificates properly endorsed
or accompanied by proper instruments of
transfer to such Owner or as ordered by him
and (b) any other securities, property and
cash to which such Owner is then entitled in
respect of such Receipts to such Owner or as
ordered by him.  Such delivery will be made
without reasonable delay and, at the request
of the Holder hereof, shall be made at the
London office of the Custodian, or at the
request of the Holder hereof, the Depositary
shall direct the Custodian to forward such
Deposited Securities and proper documents
of title therefore for delivery at the
Corporate Trust Office of the Depositary in
the City of New York; provided that the
forwarding of certificates for Shares or other
Deposited Securities for such delivery at the
Corporate Trust Office of the Depositary
shall be at the risk and expense of the
Holder hereof.

3.	TRANSFERS, SPLIT-UPS, AND
COMBINATIONS OF RECEIPTS. 	This
Receipt is transferable on the books of the
Depositary by the Holder hereof in person or
by duly authorized attorney, upon surrender,
without unreasonable delay, of this Receipt
at any designated transfer office properly
endorsed or accompanied by proper
instruments of transfer and duly stamped as
may be required by the laws of the State of
New York and the United States of
America; provided that the Depositary may
close the transfer books, after consultation
with the Company, (a) at any time, or from
time to time, when deemed necessary or
advisable by it in connection with the
performance of its duties under the Deposit
Agreement or (b) at the request of the
Company provided that any such closing of
the transfer books shall be subject to the
provisions of Section 7.07 of the Deposit
Agreement which limit the suspensions of
withdrawals of Shares.  This Receipt may be
split into other such Receipts, or may be
combined with other such Receipts into one
Receipt, evidencing the same aggregate
number of American Depositary Shares as
the Receipt or Receipts surrendered.  As a
condition precedent to the execution and
delivery, registration of transfer, split-up,
combination, or surrender of any Receipt or
transfer or withdrawal of any Deposited
Securities, the Depositary, or the Custodian
may require payment (or, with respect to any
applicable stamp taxes, evidence satisfactory
to the Depositary that any such amounts
have been fully paid) from the presentor of
the Receipt or the depositor of the Shares of
a sum sufficient to reimburse it for any tax,
duty or other governmental charge payable
with respect thereto (including any such tax,
duty or other governmental charge with
respect to Shares being deposited, the
Receipts being issued or to Deposited
Securities being withdrawn) and any stock
transfer or registration fees in effect for the
registration of transfers of Shares generally
on the share register of the Company (or the
appointed agent of the Company for transfer
and registration of Shares, which may but
need not be the Share Registrar) and
payment of any applicable fees as herein
provided, may require the production of
proof satisfactory to it as to the identity and
genuineness of any signature and may also
require compliance with such reasonable
regulations, if any, as the Depositary may
establish consistent with the provisions of
the Deposit Agreement

            The delivery of Receipts
against deposit of Shares generally or
against deposit of particular Shares may be
suspended, or the transfer of Receipts in
particular instances may be refused, or the
transfer or surrender of outstanding Receipts
generally may be suspended, during any
period when the transfer books of the
Depositary or the Company are closed, or if
any such action is deemed necessary or
advisable by the Depositary or the Company
at any time or from time to time because of
any requirement of law or of any
government or governmental body or
commission, or under any provision of the
Deposit Agreement, or for any other reason
subject to the provisions Section 7.07 of the
Deposit Agreement.  Notwithstanding any
other provision of the Deposit Agreement or
the Receipts, the surrender of outstanding
Receipts and withdrawal of Deposited
Securities may not be suspended subject
only to (i) temporary delays caused by
closing the transfer books of the Depositary
or the Company or the deposit of Shares in
connection with voting at a shareholders
meeting, or the payment of dividends, (ii)
the payment of fees, taxes and similar
charges, and (iii) compliance with any U.S.
or foreign laws or governmental regulations
relating to the Receipts or to the withdrawal
of the Deposited Securities.  Without
limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under
the Deposit Agreement any Shares that (a) if
sold by the holder thereof in the United
States or its territories, would be required to
be registered under the provisions of the
Securities Act of 1933, unless a registration
statement is in effect as to such Shares, or
(b) would hereby infringe any provisions of
the Articles.  The Depositary will comply
with written instructions of the Company not
to accept for deposit under the Deposit
Agreement any Shares identified in such
instructions at such times and under such
circumstances as may be specified in such
instructions in order to facilitate the
Companys compliance with the securities
laws of the United States.

4.	LIABILITY OF OWNER OR
BENEFICIAL OWNER FOR TAXES.
	Any tax, duty or other governmental
charge (including, without limitation, any
applicable stamp taxes) or expense payable
by the Custodian or the Depositary or its
nominee in respect of this Receipt or any
Deposited Securities underlying any Receipt
shall be payable by the Holder hereof, who
shall pay the amount thereof and provide the
Depositary with evidence satisfactory to the
Depositary that such amounts have been
fully paid.  The Depositary may refuse to
effect registration of transfer of this Receipt
or any transfer and withdrawal of Deposited
Securities underlying this Receipt until
payment of such tax or governmental charge
is made, and may withhold any dividends or
other cash distributions constituting
Deposited Securities underlying this
Receipt, or may sell for the account of the
Holder thereof any part or all of the other
Deposited Securities underlying this
Receipt, and may apply such cash or the
proceeds of any such sale in payment of any
such tax, duty or other governmental charge
or expense (and any taxes and expenses
arising or incurred as a result of effecting
such sale), the Holder hereof remaining
liable for any deficiency.

5.	WARRANTIES ON DEPOSIT OF
SHARES.	Every person depositing
Shares under the Deposit Agreement shall
be deemed thereby to represent and warrant
that such Shares and each certificate therefor
are validly issued, fully paid, non-assessable
and free of preemptive rights and that the
person making such a deposit is duly
authorized to do so, and is not liable to
disenfranchisement or disposal by the
Company pursuant to the Articles.  Such
representations and warranties shall survive
the deposit of such Shares and issuance of
Receipts in respect thereof.  Every such
person shall also be deemed to represent that
the deposit of such Shares and the sale of
Receipts evidencing American Depositary
Shares representing such Shares by that
person are not restricted under the Securities
Act of 1933.  Such representations and
warranties shall survive the deposit of
Shares and issuance of Receipts.

6.	FILING PROOFS,
CERTIFICATES, AND OTHER
INFORMATION. Any person presenting
Shares for deposit or any Holder may be
required from time to time to file with the
Depositary or the Custodian such proof of
citizenship, residence, exchange control
approval, or such information relating to the
registration on the books of the Company
(or the appointed agent of the Company for
transfer and registration of Shares, which
may but need not be the Share Registrar) of
the Shares presented for deposit, and to
execute and deliver to the Depositary or the
Custodian such certificates, and to make
such representations and warranties, as the
Depositary or the Company may deem
necessary or proper or as the Company may
require by written request to the Depositary
or the Custodian.  The Depositary may
withhold the delivery or registration of
transfer of any Receipt or the distribution of
any dividend or other distribution of rights
or of the proceeds thereof or the delivery of
any Deposited Securities underlying such
Receipt until the foregoing is accomplished
to the Depositarys satisfaction.  Upon
reasonable request, the Depositary shall
provide the Company in a timely manner
with copies of all such proofs and
certificates and such written representations
and warranties provided.  No Share shall be
accepted for deposit unless accompanied by
evidence satisfactory to the Depositary that
any necessary approval has been granted by
any governmental body in the United
Kingdom which is then performing the
function of the regulation of currency
exchange.

7.	CHARGES OF DEPOSITARY.
	Subject to Section 3.02, the
Company agrees to pay all charges and
reasonable expenses of the Depositary and
those of any Receipt Registrar, co-transfer
agent and co-registrar under the Deposit
Agreement that are agreed and shown in the
letter of appointment dated September 5,
1988 to the Depositary to be payable by the
Company. Such charges may at any time
and from time to time be changed by
agreement between the Company and the
Depositary.  The Depositary shall present its
statement for such charges and expenses to
the Company once every three months.  The
charges and expenses of the Custodian (and
of changing the Custodian) are for the sole
account of the Depositary.

            The following charges shall
be incurred by any party depositing or
withdrawing Shares or by any party
surrendering Receipts or to whom Receipts
are issued (including, without limitation,
issuance pursuant to a stock dividend or
stock split declared by the Company or an
exchange of stock regarding the Receipts or
Deposited Securities or a distribution of
Receipts pursuant to Section 4.03),
whichever may be applicable: (1) taxes and
other governmental charges, (2) such
registration fees as may from time to time be
in effect for the registration of transfers of
Shares generally on the Share register of the
Company or Foreign Registrar and
applicable to transfers of Shares to the name
of the Depositary or its nominee or the
Custodian or its nominee on the making of
deposits or withdrawals under the Deposit
Agreement, (3) such cable, telex and
facsimile transmission expenses as are
expressly provided for in this Deposit
Agreement, (4) such reasonable expenses as
are incurred by the Depositary in the
conversion of foreign currency pursuant to
Section 4.05, (5) a fee of $5.00 or less per
100 American Depositary Shares (or portion
thereof) for the execution and delivery of
Receipts pursuant to Section 2.03, 4.03 or
4.04 of the Deposit Agreement, and the
surrender of Receipts pursuant to Section
2.05 or 6.02 of the Deposit Agreement, (6) a
fee of $.02 or less per American Depositary
Share (or portion thereof) for any cash
distribution made pursuant to the Deposit
Agreement including, but not limited to,
Sections 4.01 through 4.04 hereof, except
for distributions of cash dividends, and (7) a
fee for, and deduct such fee from, the
distribution of securities pursuant to Section
4.02 of the Deposit Agreement, such fee
being in an amount equal to the fee for the
execution and delivery of American
Depositary Shares referred to above which
would have been charged as a result of the
deposit of such securities (for purposes of
this clause (7) treating all such securities as
if they were Shares), but which securities are
instead distributed by the Depositary to
Holders.

            The Depositary, subject to
Section 2.09 of the Deposit Agreement, may
own and deal in any class of securities of the
Company and its affiliates and in Receipts.

8.	TITLE TO RECEIPTS.	It is a
condition of this Receipt and every
successive Holder hereof by accepting or
holding the same consents and agrees, that
title to this Receipt (and to the American
Depositary Shares evidenced hereby), when
properly endorsed or accompanied by proper
instruments of transfer, is transferable by
delivery with the same effect as in the case
of a negotiable instrument; provided that the
Company and the Depositary,
notwithstanding any notice to the contrary,
may treat the person in whose name this
Receipt is registered on the books of the
Depositary as the absolute owner hereof for
the purpose of determining the person
entitled to distribution of dividends or other
distributions or to any notice provided for in
the Deposit Agreement or for all other
purposes.


9.	LOANS AND PRE-RELEASE OF
RECEIPTS.	Unless requested in writing
by the Company to cease doing so,
notwithstanding Section 2.03 of the Deposit
Agreement, the Depositary may execute and
deliver Receipts prior to the receipt of
Shares pursuant to Section 2.02 (Pre-
Release).  The Depositary may, pursuant to
Section 2.05 of the Deposit Agreement,
deliver Shares upon the receipt and
cancellation of Receipts which have been
Pre-Released, whether or not such
cancellation is prior to the termination of
such Pre-Release or the Depositary knows
that such Receipt has been Pre-Released.
The Depositary may receive Receipts in lieu
of Shares in satisfaction of a Pre-Release.
Each Pre-Release will be (a) preceded or
accompanied by a written representation
from the person to whom Receipts are to be
delivered (the Pre-Releasee) that the Pre-
Releasee, or its customer, (i) owns the
Shares or Receipts to be remitted, as the
case may be, (ii) assigns all beneficial rights,
title and interest in such Shares or Receipts,
as the case may be, to the Depositary in its
capacity as such and for the benefit of the
Holders, and (iii) will not take any action
with respect to such Shares or Receipts, as
the case may be, that is inconsistent with the
transfer of beneficial ownership (including,
without the consent of the Depositary,
disposing of such Shares or Receipts, as the
case may be), other than in satisfaction of
such Pre-Release, (b) at all times fully
collateralized with cash or such other
collateral as the Depositary determines, in
good faith, will provide substantially similar
liquidity and security and, in connection
with the Pre-Release of Shares preceded or
accompanied by an unconditional guaranty
by the Pre-Releasee to deliver Receipts for
cancellation on the same calendar day on
which Shares are delivered to the Pre-
Releasee (or if such Receipts are not so
delivered, to return the Shares), (c)
terminable by the Depositary on not more
than five (5) business days notice, and (d)
subject to such further indemnities and
credit regulations as the Depositary deems
appropriate.  The number of American
Depositary Shares which are outstanding at
any time as a result of Pre-Releases will not
normally exceed thirty percent (30%) of the
Shares deposited hereunder; provided,
however, that the Depositary reserves the
right to change or disregard such limit from
time to time as it deems reasonably
appropriate.  The Depositary will also set
Dollar limits with respect to Pre-Release
transactions to be entered into hereunder
with any particular Pre-Release on a case-
by-case basis as the Depositary deems
appropriate.  For purposes of enabling the
Depositary to fulfill its obligations to the
Owners under the Deposit Agreement, the
collateral referred to in clause (b) above
shall be held by the Depositary as security
for the performance of the Pre-Releasees
obligations to the Depositary in connection
with a Pre-Release transaction, including the
Pre-Releasees obligation to deliver Shares or
Receipts upon termination of a Pre-Release
transaction (and shall not, for the avoidance
of doubt, constitute Deposited Securities
hereunder).

            The Depositary may retain
for its own account any compensation
received by it in connection with the
foregoing.

10. 	DISCLOSURE OF BENEFICIAL
INTEREST	Notwithstanding any other
provision of this Deposit Agreement, each
Holder agrees to comply with requests from
the Company, pursuant to the Articles or the
Companies Act 1985 of England and Wales
(or any statutory modification or re-
enactment thereof) (the Companies Act), to
provide information as to the capacity in
which such Holder owns Receipts, the
identity of any other person interested in
such Receipts and the nature and extent of
such interest and any other information
required by such request.  Each Holder
acknowledges that failure to comply with
such a request may result, inter alia, in the
withdrawal of the voting rights of the Shares
underlying such Holders Receipts, the
imposition of restrictions on the right to
receive distributions relating to such Shares
underlying such receipts and/or the forced
sale of such Shares underlying such
Receipts.  Each Holder agrees to comply
with the provisions of the Articles and of the
Companies Act with regard to notification to
the Company of interests in Shares, which
include provisions relating to disclosure of
interests in Relevant Share Capital in excess
of the percentage(s) of such capital provided
for in the Articles and/or the Companies Act
(at present 4 percent in each case).

11.	VALIDITY OF RECEIPT.	This
Receipt shall not be entitled to any benefits
under the Deposit Agreement or be valid or
obligatory for any purpose, unless executed
by the Depositary by the manual signature
of a duly authorized officer or, if a Receipt
Registrar for the Receipts shall have been
appointed, by the manual signature of a duly
authorized officer of such Registrar or any
co-registrar.

12.	AVAILABLE INFORMATION
	The Company is subject to the
periodic reporting requirements of the
Securities Exchange Act of 1934 and,
accordingly, files certain reports with the
Securities and Exchange Commission
(hereinafter called the Commission).

            Such reports will be available
for inspection and copying at the public
reference facilities maintained by the
Commission located at 450 Fifth Street,
N.W., Washington, D.C. 20549.


Dated:


	THE BANK OF NEW YORK

	  as Depositary and Receipt Registrar


	By_________________________

			(Title)

NAME OF CO-REGISTRAR,
  as co-registrar

By_________________________
      	(Title)


            The address of the principal
executive office of the Depositary is One
Wall Street, New York, New York 10286.
The address of the Corporate Trust Office of
the Depositary is 101 Barclay Street, New
York, New York 10286.

			[Names and addresses
of any co-registrars and
					co-
transfer agents]


(FORM OF REVERSE OF RECEIPT)

SUMMARY OF CERTAIN ADDITIONAL
PROVISIONS
OF THE DEPOSIT AGREEMENT



13.	DIVIDENDS AND
DISTRIBUTIONS. 	Whenever the
Depositary shall receive any distribution
other than a distribution described in
Sections 4.01, 4.03 or 4.04 of the Deposit
Agreement, the Depositary shall cause the
securities or property received by it to be
distributed promptly to the Holders entitled
thereto, in proportion to the number of
American Depositary Shares representing
such Deposited Securities held by them,
respectively, in any manner that the
Depositary may deem equitable and
practicable for accomplishing such
distribution; provided that if in the opinion
of the Depositary such distribution cannot be
made proportionately among the Holders
entitled thereto, or if for any other reason
(including any requirement that the
Company or the Depositary withhold an
amount on account of taxes or other
governmental charges or that such securities
must be registered under the Securities Act
of 1933 in order to be distributed to Holders)
the Depositary deems such distribution not
to be feasible, the Depositary, after
consultation with the Company, may adopt
such method as it may deem equitable and
practicable for the purpose of effecting such
distribution, including the sale (at public or
private sale) of the securities or property,
thus received, or any part thereof and the
distribution by the Depositary to the Holders
of the net proceeds of any such sale (net of
the fees of the Depositary as provided in
Section 5.09 of the Deposit Agreement)
shall be distributed by the Depositary to the
Holders entitled thereto, as in the case of a
distribution received in cash; provided,
however, that no such distribution to
Holders pursuant to this Section 4.02 of the
Deposit Agreement shall be unreasonably
delayed by any action of the Depositary or
any of its agents.  To the extent that such
securities or property or the net proceeds
thereof are not distributed to Holders as
provided in this paragraph, each American
Depositary Share shall thereafter also
represent the additional securities or
property distributed in respect of the Shares
represented by such American Depositary
Share prior to such distribution.  If any
distribution upon any Deposited Securities
consists of a dividend in, or free distribution
of, Shares, the Depositary may with the
Companys approval, and shall if the
Company shall so request, distribute
promptly to the Holders of outstanding
Receipts entitled thereto, in proportion to the
number of American Depositary Shares
representing such Deposited Securities held
by them, respectively, additional Receipts
for an aggregate number of American
Depositary Shares representing the amount
of Shares received as such dividend or free
distribution, subject to the terms and
conditions of the Deposit Agreement with
respect to the deposit of Shares and the
issuance of American Depositary Shares
evidenced by Receipts, including the
withholding of any tax or other
governmental charge as provided in Section
4.11 of the Deposit Agreement and the
payment of fees of the Depositary as
provided in Section 5.09 of the Deposit
Agreement. In lieu of delivering Receipts
for fractional American Depositary Shares
in the case of any such distribution, the
Depositary shall sell the number of Shares
corresponding to the aggregate of such
fractions and distribute promptly the net
proceeds, converted into U.S. dollars if not
in such U.S. dollars (if such conversion may
in the judgment of the Depositary be
achieved on a reasonable basis), to the
Holders entitled thereto.  If additional
Receipts are not so distributed, each
American Depositary Share shall
thenceforth also represent the right to
receive the additional Shares distributed in
respect of the Deposited Securities
corresponding thereto.

14.	RIGHTS.	In the event that the
Company shall offer or cause to be offered
to the holders of any Deposited Securities
any rights to subscribe for additional Shares
or any rights of any other nature, the
Depositary, after consultation with the
Company, shall have discretion as to the
procedure to be followed in making such
rights available to any Holder or in
disposing of such rights on behalf of any
Holders and making the net proceeds
available to such Holders or, if by the terms
of such rights offering or for any other
reason, the Depositary may not either make
such rights available to any Holders or
dispose of such rights and make the net
proceeds available to such Holders, then the
Depositary shall allow the rights to lapse.  If
at the time of the offering of any rights the
Depositary determines in its discretion that it
is lawful and feasible to make such rights
available to all Holders or to certain Holders
but not to other Holders, the Depositary may
distribute to any Holder to whom it
determines the distribution to be lawful and
feasible, in proportion to the number of
American Depositary Shares held by such
Holder, warrants or other instruments
therefor in such form as it deems
appropriate.

            In circumstances in which
rights would otherwise not be distributed, if
a Holder of Receipts requests the
distribution of warrants or other instruments
in order to exercise the rights allocable to
the American Depositary Shares of such
Holder hereunder, the Depositary will make
such rights available to such Holder upon
written notice from the Company to the
Depositary that (a) the Company has elected
in its sole discretion to permit such rights to
be exercised and (b) such Holder has
executed such documents as the Company
has determined in its sole discretion are
reasonably required under applicable law.

            If the Depositary has
distributed warrants or other instruments for
rights to all or certain Holders, then upon
instruction from such a Holder pursuant to
such warrants or other instruments to the
Depositary from such Holder to exercise
such rights, upon payment by such Holder to
the Depositary for the account of such
Holder of an amount equal to the purchase
price of the Shares to be received upon the
exercise of the rights, and upon payment of
the fees of the Depositary and any other
charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf
of such Holder, exercise the rights and
purchase the Shares, and the Company shall
cause the Shares so purchased to be
delivered to the Depositary on behalf of
such Holder.  As agent for such Holder, the
Depositary will cause the Shares so
purchased to be deposited pursuant to
Section 2.02 of the Deposit Agreement, and
shall, pursuant to Section 2.03 of the
Deposit Agreement, execute and deliver
Receipts to such Holder.  In the case of a
distribution pursuant to the second
paragraph of Section 4.04 of the Deposit
Agreement, such Receipts shall be legended
in accordance with applicable U.S. laws, and
shall be subject to the appropriate
restrictions on sale, deposit, cancellation,
and transfer under such laws.

            If the Depositary determines
in its discretion that it is not lawful and
feasible to make such rights available to all
or certain Holders, it may, subject to legal
requirements, sell the rights, warrants or
other instruments in proportion to the
number of American Depositary Shares held
by the Holders to whom it has determined it
may not lawfully or feasibly make such
rights available, and allocate the net
proceeds of such sales (net of the fees of the
Depositary as provided in Section 5.09 and
all taxes and governmental charges payable
in connection with such rights and subject to
the terms and conditions of this Deposit
Agreement) for the account of such Holders
otherwise entitled to such rights, warrants or
other instruments, upon an averaged or other
practical basis without regard to any
distinctions among such Holders because of
exchange restrictions or the date of delivery
of any Receipt or otherwise.  No distribution
of rights or the net proceeds of any sale of
rights to Holders shall be unreasonably
delayed by any action of the Depositary or
any of its agents.

            The Depositary will not offer
rights to Holders unless both the rights and
the securities to which such rights relate are
either exempt from registration under the
Securities Act of 1933 with respect to a
distribution to Holders or are registered
under the provisions of such Act.  If a
Holder of Receipts requests distribution of
warrants or other instruments,
notwithstanding that there has been no such
registration under such Act, the Depositary
shall not effect such distribution unless it
has received an opinion from recognized
counsel in the United States for the
Company upon which the Depositary may
rely that such distribution to such Holder is
exempt from such registration.  Neither the
Depositary, nor Holders nor third persons
may compel the Company to register under
the Securities Act of 1933 or otherwise any
right or security of the Company or the
issuance thereof by virtue of any of the
terms of the Deposit Agreement.

            The Depositary shall not be
responsible for any failure to determine that
it may be lawful or feasible to make such
rights available to Owners in general or any
Owner in particular.

15.	CONVERSION OF FOREIGN
CURRENCY.	Whenever the Depositary
shall receive foreign currency, by way of
dividends or other distributions or as the net
proceeds from the sale of securities,
property or rights, and if at the time of the
receipt thereof the foreign currency so
received can in the judgment of the
depositary be converted on a reasonable
basis into Dollars and the resulting Dollars
transferred to the United States, the
Depositary shall convert, by sale or in any
other manner that it may determine, such
foreign currency into Dollars and such
Dollars shall be distributed promptly to the
Holders entitled thereto or, if the Depositary
shall have distributed any warrants or other
instruments which entitle the holders thereof
to such Dollars, then to the holders of such
warrants or instruments, as applicable, upon
surrender thereof for cancellation.  Such
distribution may be made upon an averaged
or other practicable basis without regard to
any distinctions among Holders on account
of exchange restrictions, the date of delivery
or otherwise.

            If such conversion or
distribution can be effected only with the
approval or license of any government or
agency thereof, the Depositary shall file
promptly such application for approval or
license, if any, as it may deem desirable.

            If at any time the Depositary
shall determine that in its reasonable
judgment any foreign currency received by
the Depositary is not pursuant to applicable
law convertible on a reasonable basis into
Dollars transferable to the United States, or
if any approval or license of any government
or agency thereof which is required for such
conversion is denied or in the reasonable
opinion of the Depositary is not obtainable,
or if any such approval or license is not
obtained within a reasonable period as
determined by the Depositary, the
Depositary may distribute the foreign
currency (or an appropriate document
evidencing the right to receive such foreign
currency) received by the Depositary to, or
in its discretion may hold such foreign
currency proceeds for the respective
accounts of, the Holders entitled to receive
the same; provided, however, that if
requested in writing by a Holder entitled
thereto, the Depositary shall distribute the
foreign currency to such Holder as promptly
as practicable.

            If any such conversion of
foreign currency, in whole or in part, cannot
be effected for distribution to some Holders
entitled thereto, the Depositary may in its
discretion make such conversion and
distribution in Dollars to the extent
permissible to the Holders entitled thereto
and may distribute the balance of the foreign
currency received by the Depositary to, or
hold such balance uninvested and without
liability for interest thereon for the
respective accounts of, the Holders entitled
thereto for whom such conversion and
distribution is not practicable; provided,
however, that if requested in writing by a
Holder entitled thereto, the Depositary shall
distribute the foreign currency to such
Holder as promptly as practicable.

16.	RECORD DATES.	Whenever any
cash dividend or other cash distribution shall
become payable or any distribution other
than cash shall be made, or whenever rights
shall be issued, with respect to the Deposited
Securities, or whenever for any reason the
Depositary causes a change in the number of
Shares that are represented by each
American Depositary Share, or whenever
the Depositary shall receive notice of any
meeting of holders of Shares or other
Deposited Securities, the Depositary shall
fix a record date, which date shall, to the
extent practicable, be the same as the date
fixed by the Company, (a) for the
determination of the Holders who shall be
(i) entitled to receive such dividend,
distribution or rights, or the net proceeds of
the sale thereof, or (ii) entitled to give
instructions for the exercise of voting rights
at any such meeting, or (b) on or after which
each American Depositary Share will
represent the changed number of Shares.

17.	VOTING OF DEPOSITED
SECURITIES.	Upon receipt of notice of any
meeting of holders of Shares or other
Deposited Securities, the Depositary shall,
as soon as practicable thereafter and to the
extent permitted by law, mail to the Holders
(a) a copy of such notice and (b) a statement
that the Holders at the close of business on a
specified record date will be entitled, subject
to any applicable provisions of English law
and of the Memorandum, the Articles and
the Deposited Securities, to instruct the
Depositary as to the exercise of the voting
rights, if any, pertaining to the amount of
Deposited Securities underlying their
respective American Depositary Shares, and
(c) a statement as to the manner in which
such instructions may be given, including an
express indication that instructions may be
given to the Depositary to give a
discretionary proxy to a person designated
by the Company. Upon the written request
of a Holder as of such record date, received
on or before the date established by the
Depositary for such purpose, the Depositary
shall endeavor in so far as practicable to
vote or cause to be voted the amount of
Shares or other Deposited Securities
underlying such American Depositary
Shares in accordance with any
nondiscretionary instructions set forth in
such request; provided, however, that the
Depositary, unless specifically instructed by
the Holder, shall not demand a poll. The
Depositary shall not vote the Deposited
Securities underlying a Receipt except in
accordance with written instructions from
the Holder of such Receipt. In accordance
with the Articles and English law, failure by
a Holder, or a person holding an interest in
Shares through a Holder, to comply with the
Companys request for information of the
nature referred to in Section 3.04 may result,
inter alia, in withdrawal of the voting rights
of the Shares underlying the Receipts held
by that Holder and thus the rights described
in this Section 4.07 to direct the voting of
Deposited Securities underlying such
Receipts.

18.	CHANGES AFFECTING
DEPOSITED SECURITIES.	In
circumstances where the provisions of
Section 4.03 of the Deposit Agreement do
not apply, upon any change in par value,
split-up, consolidation or any other
reclassification of Deposited Securities, or
upon any recapitalization, reorganization,
merger or consolidation or sale of assets or
analogous transaction affecting the
Company or to which it is a party, any
securities which shall be received by the
Depositary in exchange for or in conversion
of or in respect of Deposited Securities shall
be treated as new Deposited Securities under
this Deposit Agreement, and the American
Depositary Shares shall thenceforth
represent the right to receive the new
Deposited Securities so received, unless
additional Receipts are delivered pursuant to
the following sentence. In any such case the
Depositary may with the Companys
approval, and shall if the Company shall so
request, execute and deliver additional
Receipts as in the case of a dividend of
Shares, or call for the surrender of
outstanding Receipts to be exchanged for
new Receipts specifically describing such
new Deposited Securities.

19.	REPORTS; INSPECTION OF
TRANSFER BOOKS	The Depositary shall
make available for inspection by Holders at
its Corporate Trust Office, at the office of
the Custodian and at any other designated
transfer offices, and shall arrange for the
mailing to all Holders of, any notices,
reports and communications, including any
proxy soliciting material, received from the
Company that are both (a) received by the
Depositary or the Custodian as the holder of
the Deposited Securities and (b) made
generally available to the holders of such
Deposited Securities by the Company.  The
Depositary shall also, upon written request,
send to the Owner copies of such reports
furnished by the Company pursuant to
Section 5.06 of the Deposit Agreement.  The
Depositary will keep books, at its transfer
office in New York City, for the registration
of Receipts and their transfer which at all
reasonable times will be open for inspection
by the Holders and the Company; provided
that such inspection shall not be for the
purpose of communicating with Holders in
the interest of a business or object other than
the business of the Company or a matter
related to the Deposit Agreement, the
Receipts, the Shares, the Memorandum or
the Articles.

20.	WITHHOLDING	In the event
that the Depositary determines that any
distribution in property (including Shares
and rights to subscribe therefor) is subject to
any tax or other governmental charge which
the Depositary is obligated to withhold, the
Depositary may by public or private sale
dispose of all or a portion of such property
(including Shares and rights to subscribe
therefor) in such amounts and in such
manner as the Depositary deems necessary
and practicable to pay any such taxes or
charges and the Depositary shall distribute
the net proceeds of any such sale after
deduction of such taxes or charges to the
Owners entitled thereto in proportion to the
number of American Depositary Shares held
by them respectively.

21.	LIABILITY OF THE COMPANY
AND DEPOSITARY.	Neither the
Depositary nor the Company nor the
Directors shall incur any liability to the
Holders of this Receipt if, by reason of any
provision of any present or future law of any
country or of any governmental authority, or
by reason of any provision, present or
future, of the Memorandum, the Articles or
the Deposited Securities, or by reason of any
act of God or war or other circumstance
beyond its control, the Depositary or the
Company or the Directors will be prevented
or forbidden from doing or performing any
act or thing which by the terms of the
Deposit Agreement will be done or
performed.  Where, by the terms of a
distribution pursuant to Sections 4.01, 4.02,
or 4.03 of the Deposit Agreement, or an
offering or distribution pursuant to Section
4.04 of the Deposit Agreement, or for any
other reason, such distribution or offering
may not be made available to Holders of
Receipts, and the Depositary may not
dispose of such distribution or offering on
behalf of such Holders and make the net
proceeds available to such Holders, then the
Depositary shall not make such distribution
or offering, and shall allow any rights, if
applicable, to lapse.  None of the
Depositary, the Company and the Directors
assumes any obligation or shall be subject
any liability under the Deposit Agreement to
Holders, except that it or he shall use
reasonable endeavors reasonable endeavors
exercised in good faith in the performance
of such rights and obligations as are
specifically set forth in this Deposit
Agreement.  None of the Depositary, the
Company and the Directors will be under
any obligation to appear in, prosecute or
defend any action, suit or other proceeding
in respect of any Deposited Securities or in
respect of the Receipts that in its or his
opinion may involve it or him in expense or
liability, unless indemnity satisfactory to it
or him against all expense and liability be
furnished as often as may be required, and
the Custodian shall not be under any
obligation whatsoever with respect to such
proceedings, the responsibility of the
Custodian being solely to the Depositary.
None of the Depositary, the Company and
any Director shall be liable for any action or
non-action by it or him in reliance upon
advice of or information from legal counsel,
accountants, any governmental authority,
any person presenting Shares for deposit,
any Holder of a Receipt, or any other person
believed by it or him in good faith to be
competent to give such advice or
information.  The Depositary will not be
responsible for any failure to carry out any
instructions to vote any of the Deposited
Securities, or for the manner in which any
such vote is cast or the effect of any such
vote, provided that any such action or non-
action is in good faith.  Subject to the
Memorandum and the Articles, the
Depositary may own and deal in any class of
securities of the Company and its affiliates
and in Receipts.  The Company has agreed
to indemnify the Depositary and the
Custodian against, and hold each of them
harmless from, any liability or expense
(including, but not limited to, the reasonable
fees and expenses of counsel) which may
arise out of acts performed or omitted, in
accordance with the provisions of this
Deposit Agreement and of the Receipts, as
the same may be amended, modified or
supplemented from time to time, (i) by
either the Depositary or a Custodian or their
respective directors, employees, agents and
affiliates, except for any liability or expense
arising out of the negligence or bad faith of
either of them, or (ii) by the Company or
any of its directors, employees, agents and
affiliates.

22.	RESIGNATION AND REMOVAL
OF DEPOSITARY; SUBSTITUTION OF
CUSTODIAN.	The Depositary may
at any time resign as Depositary under the
Deposit Agreement by written notice of its
election so to do delivered to the Company,
such resignation to take effect upon the
appointment of a successor depositary and
its acceptance of such appointment as
provided in the Deposit Agreement.  The
Depositary may at any time be removed by
the Company by written notice of such
removal, effective upon the appointment of
a successor depositary and its acceptance of
such appointment as provided in the Deposit
Agreement.  The Depositary may at any
time appoint a substitute custodian and the
term Custodian shall refer to such substitute.

23.	AMENDMENT OF DEPOSIT
AGREEMENT AND RECEIPTS.	The
form of the Receipts and any provisions of
the Deposit Agreement may at any time and
from time to time be amended by agreement
between the Company and the Depositary in
any respect which they may deem necessary
or desirable. Any amendment which shall
impose or increase any fees or charges
(other than the fees of the Depositary for the
execution and delivery or the cancellation of
Receipts and taxes (including, without
limitation, stamp taxes) and other
governmental charges), or which shall
otherwise prejudice any substantial existing
right of Holders, shall, however, not become
effective as to outstanding Receipts until the
expiration of thirty days after notice of such
amendment shall have been given to the
Holders thereof.  Every Holder at the time
any such amendment so becomes effective,
if such Holder shall have been given such
notice, shall be deemed, by continuing to
hold such Receipt, to consent and agree to
such amendment and to be bound by either
the Deposit Agreement as amended thereby.
In no event shall any amendment impair the
right of the Holder of any Receipt to
surrender such Receipt and receive therefor
the Deposited Securities represented thereby
except in order to comply with mandatory
provisions of applicable law.

24.	TERMINATION OF DEPOSIT
AGREEMENT.
The Depositary shall at any time at the
direction of the Company terminate this
Deposit Agreement by mailing notice of
such termination to the Holders of all
Receipts then outstanding at least thirty (30)
days prior to the date fixed in such notice for
such termination.  The Depositary may
terminate this Deposit Agreement by
mailing notice of such termination to the
Company and the Owners of Receipts then
outstanding if at any time ninety (90) days
shall have expired after the Depositary shall
have delivered to the Company a written
notice of its election to resign and a
successor depositary shall not have been
appointed and accepted its appointment as
provided in Section 5.04 of the Deposit
Agreement.  On and after the date of
termination, the Holder of a Receipt will,
upon (a) surrender of such Receipt at the
Corporate Trust Office of the Depositary,
(b) payment of the fee of the Depositary for
the surrender of Receipts referred to in
Section 2.05 of the Deposit Agreement, and
(c) payment of any applicable taxes or
governmental charges, be entitled to
delivery, to him or upon his order, of the
amount of Deposited Securities represented
by American Depositary Shares evidenced
by such Receipt.  If any Receipts shall
remain outstanding after the date of
termination, the Depositary thereafter shall
discontinue the registration of transfers of
Receipts, shall suspend the distribution of
dividends to the Holders thereof, and shall
not give any further notices or perform any
further acts under this Deposit Agreement,
except that the Depositary shall continue to
collect dividends and other distributions
pertaining to Deposited Securities, shall sell
rights as provided in this Deposit
Agreement, and shall continue to deliver
Deposited Securities, together with any
dividends or other distributions received
with respect thereto and the net proceeds of
the sale of any rights or other property, in
exchange for Receipts surrendered to the
Depositary (after deducting, in each case,
the fee of the Depositary for the surrender of
a Receipt, any expenses for the account of
the Owner of such Receipt in accordance
with the terms and conditions of this Deposit
Agreement, and any applicable taxes or
governmental charges).  At any time after
the expiration of one year from the date of
termination, the Depositary may sell the
Deposited Securities then held hereunder
and may thereafter hold the uninvested net
proceeds of any such sale, together with any
other cash then held by it hereunder,
unsegregated and without liability for
interest, for the pro rata benefit of the
Holders of Receipts that have not theretofore
been surrendered, such Owners thereupon
becoming general creditors of the
Depositary with respect to such net
proceeds.  After making such sale, the
Depositary shall be discharged from all
obligations under this Deposit Agreement,
except to account for such net proceeds and
other cash (after deducting, in each case, the
fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the
Owner of such Receipt in accordance with
the terms and conditions of this Deposit
Agreement, and any applicable taxes or
governmental charges, and except for its
obligations to the Company under Section
5.08 of the Deposit Agreement and to the
Holders under Section 6.02 of the Deposit
Agreement, which obligations shall survive
the termination of this Deposit Agreement.
Upon the termination of this Deposit
Agreement, the Company shall be
discharged from all obligations under this
Deposit Agreement except for its obligations
to the Depositary under Sections 5.08 and
5.09 of the Deposit Agreement and Articles
7 and 21 of the Receipt.

25.	CERTAIN DEFINITIONS	Terms
used in this Receipt that are not otherwise
defined shall have the respective meanings
ascribed to them in the Deposit Agreement.

26.	COMPLIANCE WITH U.S.
SECURITIES LAWS	Notwithstanding
anything in the Deposit Agreement or this
Receipt to the contrary, the Company and
the Depositary each agrees that it will not
exercise any rights it has under the Deposit
Agreement to permit the withdrawal or
delivery of Deposited Securities in a manner
which would violate the U.S. securities
laws, including, but not limited to, Section
I.A.(1) of the General Instructions to the
Form F-6 Registration Statement, as
amended from time to time, under the
Securities Act of 1933.

25.	BRITISH STEEL PLC NO
LONGER A PARTY TO THE DEPOSIT
AGREEMENT	The Company, British
Steel plc, the Depositary and all Owners and
Beneficial Owners each agree that British
Steel plc shall remain a party to the amended
and restated Deposit Agreement solely for
the purpose of amending and restating the
Deposit Agreement and for no other
purpose, and that after the date hereof it
shall have no rights or obligations under the
Deposit Agreement.


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