June 30, 1999
Vodafone AirTouch Public Limited Company
2-4 London Road
Berkshire RG14 1JX
Deposit Agreement dated as of October 12, 1998, as amended and restated as of December 26, 1989,
as further amended and restated as of September 16, 1991, and as further amended and restated as of
June 30, 1999, (the "Deposit Agreement") by and among Vodafone AirTouch Public Limited Company,
(the “Company”), AirTouch Communications Inc., The Bank of New York, as Depositary, and the
Owners and Beneficial Owners from time to time of American Depositary Receipts
We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not
otherwise defined herein are used herein as defined in the Deposit Agreement.
We hereby confirm that we shall not deliver Company Shares prior to the receipt and cancellation by us
of American Depositary Receipts for Company Shares.
We hereby agree that, without the prior consent of the Company, (i) we will not (a) Pre-Release
Receipts or (b) permit any Pre-Release to remain outstanding at any time, except pursuant to agreements,
covenants, representations or warranties substantively to the effect of Sections 3(a), 3(e), 4, 7(a) and 14 of the
ADR Pre-Release Agreement attached hereto (or, in lieu of Section 14, we will indemnify the Company to the
same extent that the counterparty to a Pre-Release would be required by said Section 14 to indemnify the
Company) and (ii) we will undertake a Pre-Release only pursuant to written agreements that meet the
requirements of Section 1058(b) of the United States Internal Revenue Code of 1986, as amended.
We confirm that we currently do not, and do not intend to, make any Pre-Release to any person until
such person has undergone the Depositary's standard credit review process.
If, after the date hereof, the Depositary's ADR Department is advised by counsel that there has occurred
a material change in the U.S. federal income tax law (including judicial and admini