0001193805-15-001941 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • November 27th, 2015 • Deutsche Bank Trust Co Americas/ ADR Group • American depositary receipts • New York

AMENDMENT dated as of , 2015 (the "Amendment") to the Amended and Restated Deposit Agreement dated as of April 29, 2004 (as amended from time to time, the "Deposit Agreement") among (i) Tesco PLC, a company incorporated under the laws of England and Wales, and its successors (the "Company"), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the "Depositary"), and (iii) all Owners, holders and beneficial owners from time to time of American Depositary Receipts issued hereunder.

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