0001104659-05-049631 Sample Contracts

TOMKINS PLC AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
Deposit Agreement • October 21st, 2005 • Tomkins PLC • Motor vehicle parts & accessories • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of October , 2005 (the “Deposit Agreement”) among TOMKINS PLC and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below).

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