0001019155-11-000050 Sample Contracts

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Exhibit A to Deposit Agreement
Bank of New York / Adr Division • February 10th, 2011 • American depositary receipts

The Bank of New York Mellon (formerly known as The Bank of New York) as depositary (hereinafter called the "Depositary"), hereby certifies that

THE BANK OF NEW YORK MELLON Depositary Receipts Division
Bank of New York / Adr Division • February 10th, 2011 • American depositary receipts

Deposit Agreement dated November 16, 1999, Amended and Restated as of August 7, 2000, Amended and Restated as of December 15, 2003 and further amended and restated as of February 18, 2010 (the “Deposit Agreement”) by and among Smith & Nephew plc (the “Company”), The Bank of New York Mellon, as Depositary, and the Owners and holders of the American Depositary Receipts (“ADRs”)

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