OSTERREICHISCHE
ELEKTRIZITATSWIRTSCHAFTS
-AKTIENGESELLSCHAFT
(F6 - 333-6498)

Effective May 23, 2006, the par value is
Euro 1.00 per Ordinary Share.



AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
COMMON BEARER SHARES
OSTERREICHISCHE
ELEKTRIZITATSWIRTSCHAFTS-
AKTIENGESELLSCHAFT
(Incorporated under the laws of the Republic
of Austria)


CERTAIN RIGHTS OF THE HOLDER OF
THIS AMERICAN DEPOSITARY
RECEIPT MAY BE WITHHELD IN
ACCORDANCE WITH THE
PROVISIONS OF PARAGRAPH (8)
HEREOF, INCLUDING, WITHOUT
LIMITATION, VOTING RIGHTS AND
THE RIGHT TO RECEIVE DIVIDENDS
AND OTHER DISTRIBUTIONS

(Each American Depositary Share represents
one-fifth of one deposited Share)

CUSIP  688590 10 8

THE DEPOSITARYS CORPORATE
TRUST OFFICE ADDRESS IS 101
BARCLAY STREET, NEW YORK, NEW
YORK 10286


The Bank of New York, as depositary
hereinafter (the Depositary), hereby certifies
that _______________ or registered owner
(a Holder) of ______________ American
Depositary Shares (ADSs)
each (subject to Paragraphs (11) and (14))
representing one-fifth of one (1/5 of 1)
common bearer shares, par value ATS 100
(in words: one hundred Austrian Schilling)
each deposited under the Agreement (as
defined below), including, subject to
Paragraph (5) below, rights to receive
common shares (together Shares and,
together with any additional securities or
cash from time to time held by the
Depositary or the Custodian referred to
below in respect or in lieu thereof, the
Deposited Securities), of Osterreichische
Elektrizitatswirtschafts-Aktiengesellschaft, a
corporation incorporated under the laws of
the Republic of Austria (the Company),
deposited at the Vienna offices each of Bank
Austria and Creditanstalt Bankverein, as
custodian (subject to Section 7 of the
Agreement referred to below, the
Custodian). This ADR is issued pursuant to
the Deposit Agreement dated as of March
11, 1997(as amended from time to time, the
Agreement) among the Company, the
Depositary and all Holders and Beneficial
Owners from time to time of American
Depositary Receipts issued thereunder
(ADRs), each of whom by accepting an
ADR agrees to become a party thereto and
to be bound by all of the terms and
conditions thereof and hereof. Copies of the
Agreement are on file at the Depositarys
Office referred to below and at the office of
the Custodian. This ADR (which includes
the provisions set forth on the reverse
hereof) shall be governed by and construed
in accordance with the laws of the State of
New York. The terms and conditions of the
Agreement are hereby incorporated by
reference.
(1) Withdrawal of Deposited Securities.
Subject to Paragraphs (4), (7) and (9), upon
surrender of this ADR in form satisfactory
to the Depositary accompanied by such
instruments of transfer as the Depositary
may require at the Depositarys Office
referred to below, the Holder hereof is
entitled to delivery, as promptly as
practicable, (i) in the case of Shares and
other Deposited Securities that are eligible
for deposit with Osterreichische
Kontrollbank Aktiengesellschaft (OKB), to
an account designated by such Holder with
OKB and (ii) in the case of Deposited
Securities that are not eligible for deposit
with OKB, at the office of the Custodian, in
each case of the whole number of Shares
and other Deposited Securities at the time
underlying this ADR. If, at the time of
surrender, the number of Shares and other
Deposited Securities underlying this ADR is
other than a whole number, the Holder
hereof will be entitled to delivery, as
provided above, of the whole number of
Shares and other Deposited Securities
underlying this ADR, together with a new
ADR evidencing any fractional Shares or
Deposited Securities not withdrawn.
(2) Register. The Depositary shall keep, at
the office of the Depositary in The City of
New York at which at any particular time its
depositary receipt business is administered,
which at the date of the Agreement is 101
Barclay Street, New York, N.Y. 10286 (the
Depositarys Office), (a) a register (the
Register) for the registration, registration of
transfer, combination and split-up of ADRs,
which at all reasonable times shall be open
for inspection by Holders solely for the
purpose of communicating with Holders in
the interest of the business of the Company
or a matter related to the Agreement and (b)
facilities for the delivery and receipt of
ADRs. The Depositary may close the
Register at any time or from time to time
when reasonably deemed expedient by it
after consultation with the Company (if
other than in the ordinary course of
business) or when requested by the
Company.
(3) Title to ADRs; Validity. Title to this
ADR, 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 under the laws of the State of
New York; provided that the Depositary,
notwithstanding any notice to the contrary,
may treat the person in whose name this
ADR is registered on the Register as the
absolute owner hereof for all purposes. This
ADR shall not be valid for any purpose
unless executed by the Depositary by the
manual signature of a duly authorized
signatory of the Depositary; provided,
however, that, if a co-registrar for ADRs has
been appointed, such signature may be
facsimile if such ADR is countersigned by
the manual signature of a duly authorized
signatory of such co-registrar and dated by
such signatory.
(4) Certain Limitations. As a condition
precedent to the issue or registration of any
ADR (including upon a transfer, split-up or
combination), any distribution in respect
thereof or the withdrawal of any Deposited
Securities, the Company, the Depositary or
the Custodian may require: (a) payment with
respect thereto of (i) any stock transfer or
other tax or other governmental charge and
(ii) any transfer or registration fees charged
by third parties for the transfer of any
Deposited Securities, (b) the production of
(i) proof satisfactory to it of the identity and
genuineness of any signature and (ii) such
other information as it may deem necessary
or proper consistent with the Agreement;
and (c) compliance with such regulations as
the Depositary may establish consistent with
the Agreement. From time to time, the
Company, the Depositary or the Custodian
may also require such information as it may
deem necessary or proper consistent with the
Agreement. The Depositary shall notify the
Company of any procedures established
pursuant to clauses (b) or (c) above. The
issuance of ADRs, the acceptance of
deposits of Shares, the registration of
transfers of ADRs or the withdrawal of
Deposited Securities may be suspended,
generally or in particular instances, when the
Register or OKB is closed or when any such
action is reasonably deemed expedient by
the Depositary after consultation with the
Company. Registrations of transfers of
ADRs and withdrawals of Deposited
Securities shall also be suspended when
requested by the Company, including for the
purpose of facilitating orderly voting of the
Deposited Securities. Notwithstanding any
other provision of the Agreement or this
ADR, the withdrawal of Deposited
Securities may be restricted only for the
reasons set forth in General Instruction
I.A.(1) of Form F-6 under the U.S.
Securities Act of 1933, as amended (the
Securities Act) and no amendment shall
impair such requirements.
(5) Pre-release. Unless requested in writing
by the Company to cease doing so, the
Depositary may, notwithstanding Section 4
of the Agreement, execute and deliver
ADRs prior to the receipt of Shares pursuant
to Section 3 of the Agreement. The
Depositary may deliver Shares upon the
receipt and cancellation of Pre-released
ADRs, whether or not such cancellation is
prior to the termination of such Pre-release
or the Depositary knows that such ADR has
been Pre-released. The Depositary may
receive ADRs in lieu of Shares in
satisfaction of a Pre-release. Each Pre-
release will be (a) preceded or accompanied
by a written representation and agreement
from the person to whom ADRs are to be
delivered (the Pre-releasee) that the Pre-
releasee, or its customer, (i) owns the Shares
or ADRs to be remitted, as the case may be,
(ii) transfers all beneficial right, title and
interest in such Shares or ADRs, 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 ADRs, as the case may be,
that is inconsistent with the transfer of
ownership (including, without the consent of
the Depositary, disposing of Shares or
ADRs, as the case may be, other than in
satisfaction of such Pre-release), (b) at all
times fully collateralized with cash, U.S.
government securities or such other
collateral as the Depositary determines, in
good faith, will provide substantially similar
liquidity and security, (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 Shares not deposited but
represented by ADSs 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 disregard such limit from time to
time as it deems reasonably appropriate, and
may, with the prior written consent of the
Company, change such limit for purposes of
general application. The Depositary will also
set U.S. dollar limits with respect to Pre-
release transactions to be entered into
hereunder with any particular Pre-releasee
on a case-by-case basis as the Depositary
deems appropriate. For purposes of enabling
the Depositary to fulfill its obligations to the
Holders under the 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
ADRs 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.
(6) Representations and Warranties. Every
person depositing Shares under the
Agreement is deemed to represent and
warrant that such Shares are validly issued
and outstanding, fully paid, nonassessable
and were not acquired in violation of any
pre-emptive rights, that the person making
such deposit is duly authorized to do so and
that such Shares (A) are not restricted
securities as such term is defined in Rule
144 under the Securities Act and may be
offered or sold in the United States in
transactions that are exempt from
registration under the Securities Act or (B)
have been registered under the Securities
Act. Such representations and warranties
shall survive the deposit of Shares and the
issuance and cancellation of this ADR.
(7) Taxes. If any tax or other governmental
charge shall become payable by or on behalf
of the Custodian or the Depositary with
respect to this ADR, any ADSs evidenced
by this ADR, any Deposited Securities
underlying this ADR or any distribution on
any of the foregoing, such tax or other
governmental charge shall be paid by the
Holder hereof to the Depositary. The
Depositary may refuse to effect any
registration of this ADR or any withdrawal
of the underlying Deposited Securities until
such payment is made. The Depositary may
also deduct from any distributions on or in
respect of Deposited Securities, or may sell
by public or private sale for the account of
the Holder hereof all or any part of such
Deposited Securities (after attempting by
reasonable means to notify the Holder
hereof prior to such sale), and may apply
such deduction or the proceeds of any such
sale in payment of such tax or other
governmental charge. The Holder hereof
shall remain liable for any deficiency. Upon
any such sale, the Depositary shall, if
appropriate, reduce the number of ADSs
evidenced hereby to reflect any such sale
and shall distribute the net proceeds of any
such sale or the balance of any such property
after deduction of such tax or other
governmental charge to the Holder hereof.
(8) Disclosure of Interests. The Depositary,
the Holder and each Beneficial Owner agree
to comply with all applicable provisions of
Austrian law and the Companys Articles of
Association regarding the notification of
such persons interest in Shares, which
provisions at the date of the Agreement
include Sections 91 and 92 of the Stock
Exchange Act of 1989 (Borsegesetz 1989).
At the date of the Agreement, the statutory
notification obligations of the Stock
Exchange Act of 1989 apply to anyone
whose holding, either directly or by way of
imputation pursuant to the provisions of
Section 92 of the Stock Exchange Act of
1989, of voting rights in the Company
reaches or exceeds 5%, 10%, 25%, 50%,
75% or 90% or, after having reached or
exceeded any such threshold, falls below
that threshold.
(9) Charges of Depositary. The Depositary
may charge, to the extent permitted by
applicable law and the rules of any securities
exchange on which the ADSs are listed or
admitted for trading, each person to whom
ADRs are issued against deposits of Shares,
including ADRs issued in respect of Share
Distributions, Rights and other Distributions
(as such terms are defined in Paragraph (11)
and changes affecting Deposited Securities
(pursuant to Paragraph (14)), and each
person surrendering ADRs for withdrawal of
Deposited Securities, up to U.S. $5.00 for
each 100 ADSs (or portion thereof)
evidenced by the ADRs delivered or
surrendered and each Holder a fee of $0.02
or less per ADS (or portion thereof) for any
cash distribution made pursuant to the
Agreement and this ADR, and each Holder a
fee for the distribution of securities pursuant
to Paragraph 11(d), such fee being in an
amount equal to the fee for the execution
and delivery of ADSs referred to above
which would have been charged as a result
of the deposit of such securities (for
purposes of this Paragraph 9 treating all
such securities as if they were Shares), but
which securities are instead distributed by
the Depositary to Holders. The Company
will pay all other charges and expenses of
the Depositary and any agent of the
Depositary (except the Custodian) pursuant
to agreements from time to time between the
Company and the Depositary, except (i)
stock transfer or other taxes and other
governmental charges (which are payable by
Holders or persons depositing or
withdrawing Shares), (ii) cable, telex and
facsimile transmission and delivery charges
incurred at the request of persons depositing,
or Holders delivering Shares, ADRs or
Deposited Securities (which are payable by
such persons or Holders), (iii) any transfer
or registration fees charged by third parties
for transfer of any Deposited Securities in
connection with the deposit or withdrawal of
Deposited Securities (which are payable by
persons depositing Shares or Holders
withdrawing Deposited Securities) and (iv)
expenses of the Depositary in connection
with the conversion of foreign currency into
U.S. dollars (which are paid out of such
foreign currency).
(10) Available Information. The Agreement,
the Companys Articles of Association, and
written communications from the Company
that are received by the Custodian or the
Depositary in accordance with Section 11 of
the Agreement, are available for inspection
by Holders at the Depositarys Office and the
office of the Custodian. The Depositary will
mail copies of such communications (or
English translations or summaries thereof)
to Holders when requested and furnished by
the Company. The Company furnishes the
Securities and Exchange Commission with
certain public reports and documents
pursuant to Rule 12g3-2(b) under the U.S.
Securities Exchange Act of 1934. Such
reports and documents may be inspected and
copied at the public reference facilities
maintained by the Commission located at
the date of the Agreement at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C.
20549.
(11) Distributions on Deposited Securities.
Upon receipt by the Depositary or the
Custodian of any distribution on Deposited
Securities, and subject to Section 6 of the
Agreement and to the Paragraphs (4), (7)
and (9), the Depositary shall as promptly as
practicable distribute to each Holder entitled
thereto on the record date set by the
Depositary therefor, in proportion to the
number (including any fractional number) of
Deposited Securities (on which the
following distributions are received by the
Custodian) underlying such Holders ADRs:
(a) Cash. Any U.S. dollars available to the
Depositary resulting from a cash dividend or
other cash distribution or the net proceeds of
sales of any other distribution or portion
thereof authorized in this Paragraph (11)
(Cash), on an averaged or other practicable
basis, subject to appropriate adjustments for
(i) taxes or other governmental charges
withheld, (ii) such distribution being
unlawful or impracticable with respect to
certain Holders, and (iii) deduction of the
Depositarys expenses in (1) converting any
foreign currency into U.S. dollars and (2)
making any sale by public or private means
in any commercially reasonable manner.
Only whole U.S. dollars and cents will be
distributed (any fractional cents shall be
rounded to the nearest whole cent and so
distributed to the Holders entitled thereto).
(b) Shares. (i) Additional ADRs evidencing
whole ADSs representing any Shares
available to the Depositary resulting from a
dividend or free distribution on Deposited
Securities consisting of Shares (a Share
Distribution) and (ii) U.S. dollars available
to it resulting from the net proceeds of sales
of Shares received in a Share Distribution,
which Shares would give rise to fractional
ADSs if additional ADRs were issued
therefor, as in the case of Cash. If additional
ADRs are not so distributed, each ADR shall
thenceforth also represent any additional
Shares distributed in connection with a
Share Distribution.
(c) Rights. (i) To the extent the Company so
instructs and timely furnishes to the
Depositary evidence (the Company having
no obligation to so furnish such evidence)
satisfactory to the Depositary (which may
include a written opinion from U.S. counsel
to the Company) that the Depositary may
lawfully distribute the same, warrants or
other instruments representing rights to
acquire additional ADRs in respect of any
rights to subscribe for additional Shares or
rights of any nature available to the
Depositary as a result of a distribution on
Deposited Securities (Rights), or (ii) to the
extent the Company does not furnish such
evidence and/or so instructs the Depositary
and sales of Rights are practicable as
determined by the Depositary after
consultation with the Company (which sales
shall be effected as promptly as practicable
and, to the extent practicable, on the
principal Austrian stock exchange on which
the Shares are traded) , any U.S. dollars
available to the Depositary constituting the
net proceeds of sales of Rights, as in the
case of Cash, or (iii) failing either (i) or (ii),
nothing (and any Rights may lapse).
If the Depositary has distributed warrants or
other instruments for rights to Holders, then
upon instruction to the Depositary from such
Holders to exercise such rights and upon
payment of such Holders to the Depositary
of all amounts in connection therewith, the
fees and expenses of the Depositary and any
other charges as set forth in such warrants or
other instruments, the Depositary shall, on
behalf of such Holders, 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 Holders. As agent for such Holders, the
Depositary will cause the Shares so
purchased to be deposited pursuant to the
Agreement, and shall, pursuant to the
Agreement, execute and deliver ADRs to
such Holders. In the case of a distribution
pursuant to the previous paragraph, such
ADRs 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.
(d) Other Distributions. (i) Securities
available to the Depositary resulting from
any distribution on Deposited Securities
other than Cash, Share Distributions and
Rights (Other Distributions), by any means
that the Depositary may deem, after
consultation with the Company, lawful,
equitable and practicable, or (ii) to the extent
the Depositary deems after consultation with
the Company distribution of such securities
not to be lawful, equitable or practicable,
any U.S. dollars available to the Depositary
constituting the net proceeds of the sale of
Other Distributions, as in the case of Cash.
To the extent that the Depositary
determines, after consultation with the
Company, that any distribution is not lawful
or practicable with respect to any Holder,
the Depositary may make such distribution
as it deems lawful and practicable, including
the distribution of foreign currency or
securities (or appropriate documents
evidencing the right to receive foreign
currency or securities), or retain the same as
Deposited Securities with respect to such
Holders ADRs (without liability for interest
thereon or the investment thereof).
Notwithstanding anything herein to the
contrary, the Company shall have no
obligation to either (i) register any ADSs,
Shares, Rights or other securities described
in this Paragraph (11) under the Securities
Act or (ii) take other actions to permit the
distribution of such ADSs, Shares, Rights or
other securities in accordance with
applicable U.S. securities laws.
(12) Record Dates. The Depositary shall fix
a record date (which date shall (a) in the
case of a distribution, unless otherwise
agreed by the Company, be the same date as
the distribution date fixed by the Company,
and (b) in all other circumstances, fixed after
consultation with the Company to the extent
practicable) for the determination of the
Holders who shall be entitled to receive any
distribution on or in respect of Deposited
Securities, to give instructions for the
exercise of any voting rights, to receive any
notice or to act in respect of other matters,
and only Holders of record on the close of
business on such date shall be so entitled.
(13) Voting of Deposited Securities. #As
promptly as practicable after receipt from
the Company of notice of any meeting or
solicitation of consents or proxies of holders
of Deposited Securities, the Depositary
shall, subject to applicable law and the
Companys Articles of Association, mail to
Holders (for forwarding to Beneficial
Owners) a notice (the Notice) (a) containing
such information as is contained in the
notice or solicitation sent by the Company to
the Depositary, (b) stating that each Holder
on the record date set by the Depositary
therefor will be entitled to instruct the
Depositary as to the exercise of the voting
rights, if any, pertaining to the whole
number of Deposited Securities underlying
such Holders ADRs, (c) specifying how and
when such instructions may be given and (d)
stating that if no voting instructions are
received from a Holder on or before the date
established by the Depositary for such
purpose, such Holder shall be deemed to
have instructed the Depositary to give a
proxy to the Custodian with respect to the
Deposited Securities underlying such
Holders ADRs to vote such Deposited
Securities in accordance with Section 114
(4) of the Austrian Stock Corporation Act.
Upon receipt of instructions of a Holder on
such record date in the manner and on or
before the date established by the Depositary
for such purpose, the Depositary shall
endeavor, insofar as practicable and
permitted under applicable law, the
Companys Articles of Association and the
provisions of or governing Deposited
Securities, to vote or cause to be voted the
Deposited Securities underlying such
Holders ADRs in accordance with such
instructions. Upon the request of a Holder
who has not previously given instructions as
to the exercise of voting rights pertaining to
the Deposited Securities underlying such
Holders ADRs, and subject to compliance
with any reasonable regulations the
Depositary may establish (which may
include the deposit or blocking of transfers
of such Holders ADRs), the Depositary will
endeavor to provide such Holder (or a
person designated by such Holder) with the
documentation necessary to attend a meeting
of holders of Deposited Securities.
The Depositary shall not vote or cause to be
voted Deposited Securities, other than in
accordance with such instructions received
from Holders of ADRs (or deemed to have
been received as set forth in the next
paragraph).
If no voting instructions are received by the
Depositary from any Holder (to whom the
Notice was sent by the Depositary) with
respect to the Deposited Securities
underlying such Holders ADRs on or before
the date established by the Depositary for
such purpose and such Holder has not given
notice to the Depositary on or before such
date that it intends to attend the meeting of
holders of Deposited Securities, then the
Depositary shall deem such Holder to have
instructed the Depositary to give a proxy to
the Custodian with respect to such
Deposited Securities in accordance with
Section 114 (4) of the Austrian Stock
Corporation Act. The Depositary shall not
itself exercise any voting discretion over any
Deposited Securities.
The Depositary will endeavor to ensure that
on any date on which it votes or causes to be
voted Deposited Securities pursuant to this
Paragraph (13), it will have on deposit under
the Agreement the number of Deposited
Securities with respect to which it has
received voting instructions or deemed
voting instructions from Holders. In the
event that, on any such date, the number of
Deposited Securities on deposit under the
Agreement is less than the number of
Deposited Securities with respect to which
the Depositary has received voting
instructions or deemed voting instructions,
the Depositary shall vote or cause to be
voted such Deposited Securities in
accordance with such instructions or deemed
instructions adjusting the number of
Deposited Securities voted on a pro-rated
basis.
(14) Changes Affecting Deposited
Securities. Subject to Paragraphs (4), (7) and
(9), upon any change in nominal or par
value, #split-up or consolidation or other
reclassification of Deposited Securities, any
Share Distribution or Other Distribution not
distributed to Holders in accordance with
Paragraph (11), or any recapitalization,
reorganization, merger, liquidation or
similar corporate event or sale of all or
substantially all the assets of the Company,
any cash or securities received by the
Depositary in respect of any Deposited
Securities shall constitute Deposited
Securities hereunder, and each ADS
evidenced by this ADR shall automatically
represent its pro rata interest in the
Deposited Securities as then constituted. In
any such case, the Depositary may, and shall
if the Company so requests, distribute any
part of the cash or securities so received or
execute and deliver additional ADRs or call
for the surrender of outstanding ADRs to be
exchanged for new ADRs describing the
new Deposited Securities.
(15) Exoneration. The Depositary, the
Company, their respective officers,
directors, affiliates and agents and each of
them shall: (a) incur no liability (i) if law,
regulation, rule of any regulatory authority
or stock exchange, the provisions of or
governing any Deposited Security, act of
God, war or other circumstance beyond its
control shall prevent, delay or subject to any
civil or criminal penalty any act that the
Agreement or this ADR provides shall be
done or performed by it, or (ii) by reason of
any exercise or failure to exercise any
discretion given it in the Agreement or this
ADR; (b) assume no liability except to
perform its obligations to the extent they are
specifically set forth in this ADR and the
Agreement without negligence or bad faith;
(c) be under no obligation to appear in,
prosecute or defend any action, suit or other
proceeding in respect of any Deposited
Securities or this ADR; or (d) not be liable
for any action or inaction by it in reliance
upon the advice of or information from legal
counsel, accountants, any person presenting
Shares for deposit, any Holder, or any other
person in each case believed by it in good
faith to be competent to give such advice or
information. The Depositary, the Company
and their respective agents may rely and
shall be protected in acting upon any written
notice, request, direction or other document
believed by them in good faith to be genuine
and to have been signed or presented by the
proper party or parties. The Depositary and
its agents shall not be responsible for any
failure to carry out any instructions to vote
any of the Deposited Securities, for the
manner in which any such vote is cast or for
the effect of any such vote. The Depositary
and its agents may own and deal in any class
of securities of the Company and its
affiliates and in ADRs. In the Agreement,
the Company has agreed to indemnify the
Depositary under certain circumstances and
the Depositary has agreed to indemnify the
Company under certain circumstances. No
disclaimer of liability under the Securities
Act is intended by any provision hereof or of
the Agreement.
(16) Amendment. Subject to the last
sentence of Paragraph (4), the ADRs and the
Agreement may be amended by the
Company and the Depositary without
consent of the Holders, provided that any
amendment that imposes or increases any
fees or charges (other than those listed in
clauses (i) through (iv) of Paragraph (9)), or
that shall otherwise prejudice any substantial
existing right of Holders, shall become
effective 30 days after notice of such
amendment shall have been given to the
Holders. Every Holder, at the time any
amendment so becomes effective, shall be
deemed, by continuing to hold an ADR, to
consent and agree to such amendment and to
be bound by the ADRs and the Agreement
as amended thereby.
(17) Termination. The Depositary shall, at
the written direction of the Company,
terminate the Agreement and this ADR by
mailing notice of such termination to the
Holders at least 30 days prior to the date
fixed in such notice for such termination.
The Depositary may terminate the
Agreement, after giving notice to the
Holders as set forth in the preceding
sentence of this Paragraph (17) at any time
45 days or more after the Depositary shall
have delivered to the Company its written
resignation, provided that no successor
depositary shall have been appointed and
accepted its appointment as provided in
Section 10 of the Agreement before the end
of such 45 days. After the date so fixed for
termination, the Depositary and its agents
shall perform no further acts under the
Agreement and this ADR, except to advise
Holders of such termination, receive and
hold (or sell) distributions on Deposited
Securities and deliver Deposited Securities
being withdrawn together with any such
distributions on Deposited Securities. As
soon as practicable after the expiration of
one year from the date so fixed for
termination, the Depositary shall, to the
extent practicable, sell the Deposited
Securities and shall thereafter (as long as it
may lawfully do so) hold the net proceeds of
such sales, together with any other cash then
held by it under the Agreement, uninvested
for the benefit of the Holders and without
liability for interest, for the pro rata benefit
of the Holders of ADRs not theretofore
surrendered. After making such sale, the
Depositary shall be discharged from all
obligations in respect of the Agreement and
this ADR, except to account for such net
proceeds and other cash and its
indemnification obligations to the Company.
After the date so fixed for termination, the
Company shall be discharged from all
obligations under the Agreement except for
its indemnification and payment obligations
to the Depositary.



ABBREVIATIONS

     The following abbreviations, when used
in the inscription on the face of this
certificate, shall be construed as though they
were written out in full according to
applicable laws or regulations:

	TEN COM	-	as tenants in
common	UNIF GIFT MIN ACT
	-
	_____________Custodian________
_____

(Cust)                                      (Minor)
	TEN ENT	-	as tenants by
the entireties			under Uniform
Gifts to Minors Act
	JT TEN	-	as joint tenants
with right of survivorship
	______________________
			and not as tenants in
common
(State)

Additional abbreviations may also be used
though not in the above list.

ASSIGNMENT

      For Value Received, the undersigned
hereby sells, assigns and transfers unto

____________________________________
____________________________________
____________________________________
___
(PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS OF ASSIGNEE)
____________________________________
____________________________________
____________________________________
____________________________________
_______
the within American Depositary Receipt and
all rights and interests represented thereby,
and do hereby irrevocably constitute and
appoint
____________________________________
____________________________________
____________________________________
____________________________________
______ Attorney
to transfer the same on the books of the
within named Depositary, with full power of
substitution in the premises.
Dated:______________________________
_______________________________
	Signature:_____________________
____________________________________
_______________________