-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 A0RUTqpgKJDhbcCa49AUsSEop2jdBo9nd/TQxIzc0DwALC5+EgCcadLt+kS4X1kO
 3eqBx5WBYBxC6FHiYweUTA==

<SEC-DOCUMENT>0001193805-09-000470.txt : 20090220
<SEC-HEADER>0001193805-09-000470.hdr.sgml : 20090220
<ACCEPTANCE-DATETIME>20090220170724
ACCESSION NUMBER:		0001193805-09-000470
CONFORMED SUBMISSION TYPE:	F-6 POS
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20090220
DATE AS OF CHANGE:		20090220
EFFECTIVENESS DATE:		20090220

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ERICSSON LM TELEPHONE CO
		CENTRAL INDEX KEY:			0000717826
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			V7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		F-6 POS
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-11870
		FILM NUMBER:		09625844

	BUSINESS ADDRESS:	
		STREET 1:		TORSHAMNSGATAN 21 - 23
		CITY:			STOCKHOLM SWEDEN
		STATE:			V7
		ZIP:			164 83
		BUSINESS PHONE:		46107190000

	MAIL ADDRESS:	
		STREET 1:		S 164 83 STOCKHOLM
		CITY:			SWEDEN
		STATE:			V7
		ZIP:			0000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LM ERICSSON TELEPHONE CO
		DATE OF NAME CHANGE:	19911030
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-6 POS
<SEQUENCE>1
<FILENAME>e604982_f6pos-ericsson.txt
<TEXT>

As filed with the Securities and Exchange Commission on February 20, 2009
                                                      Registration No. 333-11870
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

                   POST EFFECTIVE AMENDMENT NO. 2 TO FORM F-6
                             REGISTRATION STATEMENT
                                      UNDER
     THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
                          AMERICAN DEPOSITARY RECEIPTS

                                 --------------

                         TELEFONAKTIEBOLAGET LM ERICSSON
   (Exact name of issuer of deposited securities as specified in its charter)

                                 --------------

                          LM ERICSSON TELEPHONE COMPANY
                   (Translation of issuer's name into English)

                                 --------------

                                KINGDOM OF SWEDEN
            (Jurisdiction of incorporation or organization of issuer)

                       ----------------------------------

                                 CITIBANK, N.A.
             (Exact name of depositary as specified in its charter)

                                 --------------

                              388 Greenwich Street
                            New York, New York 10013
                                 (212) 816-6763
    (Address, including zip code, and telephone number, including area code,
                  of depositary's principal executive offices)

                                 --------------

                                  Ericsson Inc.
                          Vice President Legal Affairs
                                6300 Legacy Drive
                               Plano, Texas 75024
                                 (972) 583-0000
    (Address, including zip code, and telephone number, including area code,
                             of agent for service)

                       ----------------------------------

                                   Copies to:

           Mark S. Bergman                         Herman H. Raspe, Esq.
   Paul, Weiss, Rifkind, Wharton &           Patterson Belknap Webb & Tyler LLP
            Garrison LLP                        1133 Avenue of the Americas
            Alder Castle                          New York, New York 10036
           10 Noble Street
           London EC2V 7JU
       England, United Kingdom

                       ----------------------------------

It is proposed that this filing become effective under Rule 466:
                                          |_|   immediately upon filing.
                                          |_|   on (Date) at (Time).

If a separate registration statement has been filed to register the deposited
shares, check the following box: |_|

                       ----------------------------------

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
                                                              Proposed Maximum      Proposed Maximum
       Title of Each Class of              Amount to be        Aggregate Price     Aggregate Offering        Amount of
     Securities to be Registered            Registered            Per Unit*             Price**           Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                   <C>                  <C>                   <C>
American Depositary Shares, each               N/A                   N/A                  N/A                   N/A
representing one (1) B Share,
without nominal value, of
Telefonaktiebolaget LM Ericsson
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Registrant hereby amends this Post Effective Amendment No. 2 to Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Post Effective Amendment No. 2 to Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until this Post Effective Amendment No. 2 to Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.

<PAGE>

      This Post Effective Amendment No. 2 to Registration Statement may be
      executed in any number of counterparts, each of which shall be deemed an
      original, and all of such counterparts together shall constitute one and
      the same instrument.


                                       ii
<PAGE>

                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

                              Cross Reference Sheet

Item 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED

<TABLE>
<CAPTION>
                                                                   Location in Form of American
                                                                   Depositary Receipt ("Receipt")
Item Number and Caption                                            Filed Herewith as Prospectus
- -----------------------                                            ----------------------------
<S>                                                                <C>
1.   Name of Depositary and address of its principal executive     Face of Receipt -  Introductory Article.
     office

2.   Title of Receipts and identity of deposited securities        Face of Receipt  - Top Center.

Terms of Deposit:

     (i)    The amount of deposited securities represented by      Face of Receipt  - Introductory Article.
            one American Depositary Share ("ADSs")

     (ii)   The procedure for voting, if any, the deposited        Reverse of Receipt  - Paragraphs (14) and (15).
            securities

     (iii)  The collection and distribution of dividends           Reverse of Receipt - Paragraph (13).

     (iv)   The transmission of notices, reports and proxy         Reverse of Receipt - Paragraph (17).
            soliciting material

     (v)    The sale or exercise of rights                         Reverse of Receipt - Paragraph (13).

     (vi)   The deposit or sale of securities resulting from       Reverse of Receipt - Paragraphs (13) and (16).
            dividends, splits or plans of reorganization

     (vii)  Amendment, extension or termination of the deposit     Reverse of Receipt - Paragraphs (20) and (21) (no
            agreement                                              provision for extensions).

     (viii) Rights of holders of Receipts to inspect the           Reverse of Receipt -Paragraph (17).
            transfer books of the Depositary and the list of
            holders of ADSs

     (ix)   Restrictions upon the right to deposit, transfer       Face of Receipt - Paragraphs (1), (2) and (3).
              or withdraw the underlying securities

     (x)    Limitation upon the liability of the Depositary        Reverse of Receipt - Paragraph (18).
</TABLE>


                                       I-1
<PAGE>

<TABLE>
<CAPTION>
                                                                   Location in Form of American
                                                                   Depositary Receipt ("Receipt")
Item Number and Caption                                            Filed Herewith as Prospectus
- -----------------------                                            ----------------------------
<S>                                                                <C>
3.   Fees and charges which may be imposed directly  or            Face of Receipt - Paragraphs (3), (4) and (6).
     indirectly on holders of ADSs

Item 2.   AVAILABLE INFORMATION                                    Reverse of Receipt - Paragraph (22).
</TABLE>

      The Company is subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended, and, accordingly,
files certain reports with, and submits certain reports to, the United States
Securities and Exchange Commission (the "Commission"). These reports can be
retrieved from the Commission's internet website (www.sec.gov), and can be
inspected and copied at the public reference facilities maintained by the
Commission at 100 F Street, N.E., Washington D.C. 20549.


                                      I-2
<PAGE>

                                   PROSPECTUS

      The Prospectus consists of the proposed form of American Depositary
      Receipt included as Exhibit A to the Form of Amendment No. 3 to Amended
      and Restated Deposit Agreement filed as Exhibit (a)(i) to this Post
      Effective Amendment No. 2 to Registration Statement on Form F-6 and is
      incorporated herein by reference.


                                      I-3
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.           EXHIBITS

      (a)(i) Form of Amendment No. 3 to Amended and Restated Deposit Agreement,
      by and among Telefonaktiebolaget LM Ericsson (the "Company"), Citibank,
      N.A., as depositary (the "Depositary"), and all Holders and Beneficial
      Owners from time to time of American Depositary Shares issued thereunder.
      -- filed herewith as Exhibit (a)(i).

      (a)(ii) Amendment No. 2 to Amended and Restated Deposit Agreement, dated
      as of October 23, 2002, by and among the Company, the Depositary and all
      Holders from time to time of American Depositary Receipts issued
      thereunder -- filed herewith as Exhibit (a)(ii).

      (a)(iii) Amendment No. 1 to Amended and Restated Deposit Agreement, dated
      as of February 10, 1997, by and among the Company, the Depositary and all
      Holders from time to time of American Depositary Receipts isseued
      thereunder -- filed herewith as Exhibit (a)(iii).

      (a)(iv) Amended and Restated Deposit Agreement, dated as of September 26,
      1995, by and among the Company, the Depositary and the Holders from time
      to time of American Depositary Receipts issued thereunder -- filed
      herewith as Exhibit (a)(iv).

      (b) Supplemental Letter Agreement, dated as of September 25, 2007, between
      the Depositary and Company -- filed herewith as Exhibit (b).

      (c) Every material contract relating to the deposited securities between
      the Depositary and the issuer of the deposited securities in effect at any
      time within the last three years. -- None.

      (d) Opinion of counsel for the Depositary as to the legality of the
      securities to be registered. -- previously filed and incorporated by
      reference to Registration Statement No. 333-11870.

      (e) Certificate under Rule 466. -- None.

      (f) Powers of Attorney for certain officers and directors and the
      authorized representative of the Company. -- set forth on the pages
      hereto.


                                      II-1
<PAGE>

Item 4.     UNDERTAKINGS

      (a)   The Depositary undertakes to make available at the principal office
            of the Depositary in the United States, for inspection by holders of
            ADSs, any reports and communications received from the issuer of the
            deposited securities which are both (1) received by the Depositary
            as the holder of the deposited securities, and (2) made generally
            available to the holders of the underlying securities by the issuer.

      (b)   If the amount of fees charged is not disclosed in the prospectus,
            the Depositary undertakes to prepare a separate document stating the
            amount of any fee charged and describing the service for which it is
            charged and to deliver promptly a copy of such fee schedule without
            charge to anyone upon request. The Depositary undertakes to notify
            each registered holder of an ADS thirty (30) days before any change
            in the fee schedule.


                                      II-2
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Amended and Restated Deposit Agreement, dated as of September 26, 1995, as
amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as
of February 10, 1997, as further amended by Amendment No. 2 to Amended and
Restated Deposit Agreement, dated as of October 23, 2002, and as proposed to be
further amended by Amendment No. 3 to Amended and Restated Deposit Agreement, by
and among the Company, the Depositary and Holders and Beneficial Owners of
American Depositary Shares issued thereunder, certifies that it has reasonable
grounds to believe that all the requirements for filing on Form F-6 are met and
has duly caused this Post Effective Amendment No. 2 to Registration Statement on
Form F-6 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 20th day of
February, 2009.

                                      Legal entity created by the Amended and
                                      Restated Deposit Agreement, as amended by
                                      Amendment No. 1 to Amended and Restated
                                      Deposit Agreement, dated as of February
                                      10, 1997, as further amended by Amendment
                                      No. 2 to Amended and Restated Deposit
                                      Agreement, dated as of October 23, 2002,
                                      and as proposed to be further amended by
                                      Amendment No. 3 to Amended and Restated
                                      Deposit Agreement, for the issuance of
                                      American Depositary Shares, each
                                      representing one (1) B Shares, without
                                      nominal value, of the Company.

                                      CITIBANK, N.A., solely in its capacity
                                      as Depositary


                                      By: /s/ Keith Galfo
                                          --------------------------------------
                                          Name:  Keith Galfo
                                          Title: Vice President

                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
Telefonaktiebolaget LM Ericsson certifies that it has reasonable grounds to
believe that all the requirements for filing on Form F-6 are met and has duly
caused this Post Effective Amendment No. 2 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned thereunto duly authorized, in
Stockholm, Sweden, on February 20, 2009.

                                      Telefonaktiebolaget LM Ericsson


                                      By: /s/ Carl-Henric Svanberg
                                          --------------------------------------
                                          Name:  Carl-Henric Svanberg
                                          Title: Chief Executive Officer and
                                                 President


                                      By: /s/ Hans Vestberg
                                          --------------------------------------
                                          Name:  Hans Vestberg
                                          Title: Executive Vice President and
                                                 Chief Financial Officer


                                      II-4
<PAGE>

                               POWERS OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Carl-Henric Svanberg and Hans
Vestberg to act as his/her true and lawful attorney-in-fact and agent, with full
power of substitution, for him/her and in his/her name, place and stead, in any
and all such capacities, to sign any and all amendments, including
post-effective amendments, and supplements to this Post Effective Amendment No.
2 to Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as s/he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 2 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on February 20,
2009.

Signature                                 Title
- ---------                                 -----


/s/ Carl-Henric Svanberg
- -----------------------------             Chief Executive Officer, President
Carl-Henric Svanberg                      and Director


/s/ Hans Vestberg
- -----------------------------             Executive Vice President and Chief
Hans Vestberg                             Financial Officer


/s/ Michael Treschow
- -----------------------------             Chairman of the Board and Director
Michael Treschow


/s/ Sverker Martin-Lof
- -----------------------------             Deputy Chairman of the Board and
Sverker Martin-Lof                        Director


                                      II-5
<PAGE>

Signature                                 Title
- ---------                                 -----


/s/ Marcus Wallenberg
- -----------------------------             Deputy Chairman of the Board of
Marcus Wallenberg                         Director


/s/ Roxanne S. Austin
- -----------------------------             Director
Roxanne S. Austin


/s/ Sir Peter L. Bonfield
- -----------------------------             Director
Sir Peter L. Bonfield


/s/ Borje Ekholm
- -----------------------------             Director
Borje Ekholm


/s/ Ulf J. Johannson
- -----------------------------             Director
Ulf J. Johannson


/s/ Nancy McKinstry
- -----------------------------             Director
Nancy McKinstry


/s/ Anders Nyren
- -----------------------------             Director
Anders Nyren


/s/ Monica Bergstrom
- -----------------------------             Director
Monica Bergstrom


/s/ Anna Guldstrand
- -----------------------------             Director
Anna Guldstrand


/s/ Jan Hedlund
- -----------------------------             Director
Jan Hedlund


                                      II-6
<PAGE>

Authorized Representative
in the United States


/s/ John Moore
- -----------------------------
Name:    John Moore
Title:   Vice President
Company: Ericsson Inc.


                                      II-7
<PAGE>

                                Index to Exhibits



                                                                   Sequentially
Exhibit          Document                                          Numbered Page
- -------          --------                                          -------------

(a)(i)           Form of Amendment No. 3 to Amended and
                 Restated Deposit Agreement

(a)(ii)          Amendment No. 2 to Amended and Restated
                 Deposit Agreement

(a)(iii)         Amendment No. 1 to Amended and Restated
                 Deposit Agreement

(a)(iv)          Amended and Restated Deposit Agreement

(b)              Supplemental Letter Agreement
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(I)
<SEQUENCE>2
<FILENAME>e604982_ex99-ai.txt
<DESCRIPTION>FORM OF AMENDMENT NO. 3 TO AMENDED AND RESTATED DEPOSIT AGREEMENT
<TEXT>

                                 Exhibit (a)(i)

<PAGE>

                                                               EXECUTION VERSION

                         TELEFONAKTIEBOLAGET LM ERICSSON

                                       AND

                                 CITIBANK, N.A.,
                                 AS DEPOSITARY,

                                       AND

                   ALL HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
                    ISSUED AND OUTSTANDING UNDER THE TERMS OF
                   THE AMENDED AND RESTATED DEPOSIT AGREEMENT,
                  DATED AS OF SEPTEMBER 26, 1995, AS AMENDED BY
           AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT,
            DATED AS OF FEBRUARY 10, 1997, AND AS FURTHER AMENDED BY
           AMENDMENT NO. 2 TO AMENDED AND RESTATED DEPOSIT AGREEMENT,
                          DATED AS OF OCTOBER 23, 2002

           ----------------------------------------------------------

                                 Amendment No. 3
                                       to

                     Amended and Restated Deposit Agreement

           ----------------------------------------------------------

                            Dated as of [Date], 2009

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

<PAGE>

      AMENDMENT NO. 3 TO AMENDED AND RESTATED DEPOSIT AGREEMENT

      AMENDMENT NO. 3 TO AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of
[Date], 2009 (the "Amendment"), by and among (i) TELEFONAKTIEBOLAGET LM ERICSSON
, a company organized and existing under the laws of Sweden (the "Company"),
(ii) Citibank, N.A., a national banking association organized under the laws of
the United States of America (the "Depositary"), and (iii) all Holders from time
to time of American Depositary Receipts issued and outstanding under the Amended
and Restated Deposit Agreement, dated as of September 26, 1995, as amended by
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February
10, 1997, and as further amended by Amendment No. 2 to Amended and Restated
Deposit Agreement, dated as of October 23, 2002.

                                WITNESSETH THAT:

      WHEREAS, the Company and the Depositary entered into that certain Amended
and Restated Deposit Agreement dated as of September 26, 1995, as amended by
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February
10, 1997, and as further amended by Amendment No. 2 to Amended and Restated
Deposit Agreement, dated as of October 23, 2002 (as amended, the "Amended and
Restated Deposit Agreement"), for the creation of American Depositary Shares
("ADSs") representing the Shares (as defined in the Amended and Restated Deposit
Agreement) so deposited and for the execution and delivery of American
Depositary Receipts ("ADRs") in respect of the ADSs; and

      WHEREAS, the Company and the Depositary desire to (i) amend the Amended
and Restated Deposit Agreement, the ADRs currently issued and outstanding and
the form of ADR annexed to the Amended and Restated Deposit Agreement as Exhibit
A thereto to reflect the Direct Registration System (the "DRS") eligibility of
the ADSs, (ii) amend the Amended and Restated Deposit Agreement, the ADRs
currently issued and outstanding and the form of ADR annexed to the Amended and
Restated Deposit Agreement as Exhibit A thereto so that Holders of ADSs may
instruct the Depositary to block the ADSs in the name of the Holder and vote the
Shares underlying the such ADSs (thereby eliminating the need to deliver ADRs to
the Depositary to effectuate blocking of the applicable ADSs), (iii) amend the

<PAGE>

Amended and Restated Deposit Agreement, the ADRs currently issued and
outstanding and the form of ADR annexed to the Amended and Restated Deposit
Agreement as Exhibit A thereto to shorten the required advance notice period
applicable to Holders of ADRs for amendments to the Amended and Restated Deposit
Agreement from three (3) months to one (1) month, and (iv) amend the Amended and
Restated Deposit Agreement, the ADRs currently issued and outstanding and the
form of ADR annexed to the Amended and Restated Deposit Agreement as Exhibit A
thereto to allow the Depositary to sell Deposited Securities held under the
Amended and Restated Deposit Agreement after the expiration of six (6) months
(rather than one (1) year) from the date of termination of the Amended and
Restated Deposit Agreement, and give notice thereof to all Holders of ADSs; and

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree to amend the Amended and Restated Deposit Agreement, the ADRs
currently outstanding, and the form of ADR annexed as Exhibit A to the Amended
and Restated Deposit Agreement as follows:

                                   ARTICLE I

                                   DEFINITIONS


      SECTION 1.01. Definitions. Unless otherwise specified in this Amendment,
all capitalized terms used, but not defined, herein shall have the meanings
given to such terms in the Amended and Restated Deposit Agreement.

      SECTION 1.02. Effective Date. The term "Effective Date" shall mean the
later to occur of (i) the expiration of 90 days after notice of this Amendment
has been given to Holders of outstanding ADRs or (ii) the date upon which the
Commission declares effective the applicable Post-Effective Amendment No. 2 to
F-6 Registration Statement pursuant to which a form of this Amendment has been
filed with the Commission ("F-6 Effective Date"). After the F-6 Effective Date,
the Amended and Restated Deposit Agreement shall be referred to as the Amended
and Restated Deposit Agreement by and among the Company, the Depositary and all
Holders and Beneficial Owners of American Depositary Shares issued thereunder
(without reference to the need for ADSs to be evidenced by ADRs).


                                       2
<PAGE>

                                   ARTICLE II

              AMENDMENTS TO AMENDED AND RESTATED DEPOSIT AGREEMENT

      SECTION 2.01. Amended and Restated Deposit Agreement. All references in
the Amended and Restated Deposit Agreement to the terms "Deposit Agreement"
shall, as of the Effective Date, refer to the Amended and Restated Deposit
Agreement, as amended by this Amendment and as further amended and supplemented
from time to time after the F-6 Effective Date in accordance with the terms of
the Amended and Restated Deposit Agreement.

      SECTION 2.02. Amendments Binding on all Holders and Beneficial Owners.

      (a) From and after the F-6 Effective Date, the amendments to the Amended
      and Restated Deposit Agreement effected hereby which relate to the Direct
      Registration System and blocking of ADSs shall be binding on all Holders
      of ADSs issued and outstanding as of the F-6 Effective Date and on all
      Holders and Beneficial Owners of ADSs issued after the F-6 Effective Date.
      From and after the Effective Date, the amendments to the Amended and
      Restated Deposit Agreement effected hereby which relate to the shortening
      of the required advance notice period for amendments to the Amended and
      Restated Deposit Agreement and the sale by the Depositary of Deposited
      Securities in connection with the termination of the Amended and Restated
      Deposit Agreement shall be binding on all Holders of ADSs issued and
      outstanding as of the Effective Date. Notwithstanding anything contained
      herein, in the Amended and Restated Deposit Agreement or in any ADR, from
      and after the F-6 Effective Date, any reference in the Amended and
      Restated Deposit Agreement, any ADR or the form of ADR attached to the
      Amended and Restated Deposit Agreement to Holders of ADRs, Receipts or
      American Depositary Receipts shall include, unless a reasonable
      interpretation of the context otherwise mandates, Holders of ADSs.


                                       3
<PAGE>

      (b) From and after the F-6 Effective Date, the Amended and Restated
      Deposit Agreement is amended by adding the following as a new Section
      1.16:

            "Section 1.16 "Beneficial Owner(s)" shall mean, as to any ADS, any
            person or entity have a beneficial interest deriving form the
            ownership of such ADSs. A Beneficial Owner of ADSs may or may not be
            the Holder of such ADSs. A Beneficial Owner shall be able to
            exercise any right or receive any benefit hereunder solely through
            the person who is the Holders of ADSs owned by such Beneficial
            Owner. Unless otherwise identified to the Depositary, a Holder shall
            be deemed to be the Beneficial Owner of all the ADSs registered in
            his/her/its name."

      SECTION 2.03. Change in par/nominal value of the Shares. From and after
the F-6 Effective Date, the Amended and Restated Deposit Agreement is amended by
deleting Section 1.05 in its entirety and inserting the following in its stead:

            "Section 1.05. The terms "Shares" shall mean B Shares in registered
            form of the Company, without nominal value, heretofore validly
            issued and outstanding and fully paid, non-assessable and free of
            any pre-emption rights of the holders of outstanding Shares or
            hereafter validly issued and outstanding and fully paid,
            non-assessable and free of any pre-emption rights of the holders of
            outstanding Shares or interim certificates representing such B
            Shares."

      SECTION 2.04. Direct Registration System. In order to reflect the DRS
eligibility of the ADSs, the Amended and Restated Deposit Agreement is hereby
amended as of the F-6 Effective Date by:

      (a) deleting Section 1.08 in its entirety and inserting the following in
      its stead:

            "Section 1.08 "American Depositary Share(s)" and "ADS(s)" shall mean
            the rights and interests in the Deposited Securities (as defined
            above) granted to the Holders pursuant to the terms and conditions
            of the Deposit Agreement and, if issued as Certificated ADS(s) (as
            hereinafter defined), the American Depositary Receipt(s) issued
            hereunder to evidence such ADSs. ADS(s) may be issued under the
            terms of the Deposit Agreement in the form of (a) Certificated
            ADS(s), in which case the ADS(s) are to be evidenced by ADR(s), or
            (b) Uncertificated ADS(s) (as hereinafter defined), in which case
            the ADS(s) are not to be evidenced by ADR(s) but are reflected on
            the direct registration system maintained by the Depositary for such
            purposes under the terms of Section 2.10. Unless otherwise specified
            in the Deposit Agreement or in any ADR, or unless the context
            otherwise requires, any reference to ADS(s) shall include
            Certificated ADS(s) and Uncertificated ADS(s), individually or
            collectively, as the context may require. Each ADS shall represent
            one (1) Share, until there shall occur a distribution upon Deposited
            Securities referred to in Section 4.03 or a change in Deposited
            Securities referred to in Section 4.08 with respect to which
            additional ADSs are not issued, and thereafter each ADS shall
            represent the Shares or Deposited Securities determined in
            accordance with the terms of such Sections."


                                       4
<PAGE>

      (b) adding the following as a new Section 1.17:

            "Section 1.17 "Certificated ADS(s)" shall have the meaning set forth
            in Section 2.10."

      (c) adding the following to the end of Section 1.09 thereof:

            "Any reference to Holders of ADR(s), Receipts or ADS(s) in this
            Deposit Agreement shall, in the context of the Uncertificated ADSs,
            refer to the person(s) in whose name the Uncertificated ADSs are
            registered on the books of the Depositary maintained for such
            purpose."

      (d) deleting Section 1.07 in its entirety and inserting the following in
      its stead:

            "Section 1.07 "Receipt(s)", "American Depositary Receipt(s)" and
            "ADR(s)" shall mean any series of the certificate(s) issued by the
            Depositary to evidence the American Depositary Shares issued under
            the terms of this Deposit Agreement in the form of Certificated
            ADS(s), as such Receipts may be amended from time to time in
            accordance with the provisions of this Deposit Agreement. A Receipt
            may evidence any number of ADSs and may, in the case of ADSs held
            through a central depository such as DTC, be in the form of a
            "Balance Certificate.""

      (e) adding the following as a new Section 1.18:

            "Section 1.18 "Uncertificated ADS(s)" shall have the meaning set
            forth in Section 2.10."

      (f) deleting the first sentence of the first paragraph of Section 2.01
      thereof in its entirety and inserting the following in its stead:

            "Certificated ADSs shall be evidenced by definitive Receipts which
            shall be engraved, printed, lithographed or produced in such other
            manner as may be agreed upon by the Company and the Depositary and
            in any event shall be substantially in the form set forth in Exhibit
            A annexed to this Deposit Agreement, with appropriate insertions,
            modification and omissions, as hereinafter provided."

      (g) deleting the second and third sentence of the first paragraph of
      Section 2.01 in its entirety and inserting the following in its stead:

            "Receipts shall be (i) dated, (ii) signed by the manual or facsimile
            signature of a duly authorized signatory of the Depositary, (iii)
            countersigned by the manual or facsimile signature of a duly
            authorized signatory of the Registrar, and (iv) registered in the
            books maintained by the Registrar for the registration of issuances
            and transfers of ADSs. No Receipt and no Certificated ADS evidenced
            thereby shall be entitled to any benefits under the Deposit
            Agreement or be valid or enforceable for any purpose against the
            Depositary or the company, unless such Receipt shall have been so
            dated, signed and countersigned and registered."


                                       5
<PAGE>

      (h) deleting the third paragraph Section 2.01 in its entirety and
      inserting the following in its stead:

            "Subject to the limitations contained herein and in the Receipt,
            title to a Receipt (and to each Certificated ADS evidenced thereby)
            shall be transferable upon the same terms as a certificated security
            under the laws of the State of New York, provided that, in the case
            of Certificated ADSs, such Receipt has been properly endorsed or is
            accompanied by properly executed instruments of transfer.
            Notwithstanding any notice to the contrary, the Depositary and the
            Company may deem and treat the Holder of an ADS (that is, the person
            in whose name an ADS is registered on the books of the Depositary)
            as the absolute owner thereof for all purposes. Neither the
            Depositary nor the Company shall have any obligation or be subject
            to any liability under the Deposit Agreement to any holder of a
            Receipt or any beneficial owners unless such holder is registered as
            the Holder of such Receipt on the books of the Depositary or in the
            case of a Beneficial Owner, such Beneficial Owner or Beneficial
            Owner's representative is registered as the Holder on the books of
            the Depositary."

      (i) adding the following as a new Section 2.10:

            "Section 2.10 Certificated/Uncertificated ADSs. Notwithstanding any
            other provision of the Deposit Agreement, the Depositary may, at any
            time and from time to time, issue ADSs that are not evidenced by
            ADRs (such ADSs, the "Uncertificated ADS(s)" and the ADS(s)
            evidenced by ADR(s), the "Certificated ADS(s)"). When issuing and
            maintaining Uncertificated ADS(s) under the Deposit Agreement, the
            Depositary shall at all times be subject to (a) the standards
            applicable to registrars and transfer agents maintaining direct
            registration systems for equity securities in New York and issuing
            uncertificated securities under New York law, and (b) the terms of
            New York law applicable to uncertificated equity securities.
            Uncertificated ADSs shall not be represented by any instruments but
            shall be evidenced by registration in the books of the Depositary
            maintained for such purpose. Holders of Uncertificated ADSs, that
            are not subject to any registered pledges, liens, restrictions or
            adverse claims of which the Depositary has written notice at such
            time, shall at all times have the right to exchange the
            Uncertificated ADS(s) for Certificated ADS(s) of the same type and
            class, subject in each case to applicable laws and any rules and
            regulations the Depositary may have established in respect of the
            Uncertificated ADSs. Holders of Certificated ADSs shall, if the
            Depositary maintains a direct registration system for the ADSs, have
            the right to exchange the Certificated ADSs for Uncertificated ADSs
            upon (i) the due surrender of the Certificated ADS(s) to the
            Depositary for such purpose and (ii) the presentation of a written
            request to that effect to the Depositary, subject in each case to
            (w) all liens and restrictions noted on the ADR evidencing the
            Certificated ADS(s) and all adverse claims of which the Depositary


                                       6
<PAGE>

            then has written notice, (x) the terms of the Deposit Agreement and
            the rules and regulations that the Depositary may establish for such
            purposes hereunder, (y) applicable law, and (z) payment of the
            Depositary fees and expenses applicable to such exchange of
            Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs
            shall in all material respects be identical to Certificated ADS(s)
            of the same type and class, except that (1) no ADR(s) shall be, or
            shall need to be, issued to evidence Uncertificated ADS(s), (2)
            Uncertificated ADS(s) shall, subject to the terms of the Deposit
            Agreement, be transferable upon the same terms and conditions as
            uncertificated securities under New York law, (3) the ownership of
            Uncertificated ADS(s) shall be recorded on the books of the
            Depositary maintained for such purpose and evidence of such
            ownership shall be reflected in periodic statements provided by the
            Depositary to the Holder(s) in accordance with applicable New York
            law, (4) the Depositary may from time to time, upon notice to the
            Holders of Uncertificated ADSs affected thereby, establish rules and
            regulations, and amend or supplement existing rules and regulations,
            as may be deemed reasonably necessary to maintain Uncertificated
            ADS(s) on behalf of Holders, provided that such rules and
            regulations do not conflict with the terms of the Deposit Agreement
            and applicable law, (5) the Uncertificated ADS(s) shall not be
            entitled to any benefits under the Deposit Agreement or be valid or
            enforceable for any purpose against the Depositary or the Company
            unless such Uncertificated ADS(s) is/are registered on the books of
            the Depositary maintained for such purpose, (6) the Depositary may,
            in connection with any deposit of Shares resulting in the issuance
            of Uncertificated ADSs and with any transfer, pledge, release and
            cancellation of Uncertificated ADSs, require the prior receipt of
            such documentation as the Depositary may deem reasonably
            appropriate, and (7) upon termination of the Deposit Agreement, the
            Depositary shall not require Holders of Uncertificated ADSs to
            affirmatively instruct the Depositary before remitting proceeds from
            the sale of the Deposited Securities represented by such Holders'
            Uncertificated ADSs under the terms of Section 6.02 of the Deposit
            Agreement. When issuing ADSs under the terms of this Deposit
            Agreement, including, without limitation, issuances pursuant to
            Sections 2.02, 4.02, 4.03, and 4.04, the Depositary may in its
            discretion determine to issue Uncertificated ADSs rather than
            Certificated ADSs, unless otherwise specifically instructed by the
            applicable Holder to issue Certificated ADSs. All provisions and
            conditions of this Deposit Agreement shall apply to Uncertificated
            ADSs to the same extent as to Certificated ADSs, except as
            contemplated by this Section 2.10. The Depositary is authorized and
            directed to take any and all actions and establish any and all
            procedures deemed reasonably necessary to give effect to the terms
            of this Section 2.10. Any references in the Deposit Agreement, the
            form of ADR attached as an Exhibit to the Deposit Agreement or any
            ADR(s) to the terms "American Depositary Share(s)" or "ADS(s)"
            shall, unless the context otherwise requires, include Certificated
            ADS(s) and Uncertificated ADS(s). Except as set forth in this
            Section 2.10 and except as required by applicable law, the
            Uncertificated ADSs shall be treated as ADSs issued and outstanding
            under the terms of this Deposit Agreement. In the event that, in
            determining the rights and obligations of parties hereto with


                                       7
<PAGE>

            respect to any Uncertificated ADSs, any conflict arises between (I)
            the terms of this Deposit Agreement (other than this Section 2.10)
            and (II) the terms of this Section 2.10, the terms and conditions
            set forth in this Section 2.10 shall be controlling and shall govern
            the rights and obligations of the parties to the Deposit Agreement
            pertaining to the Uncertificated ADSs."


      SECTION 2.05. Voting of Deposited Securities. The Amended and Restated
Deposit Agreement is hereby amended as of the F-6 Effective Date by deleting
Section 4.07 in its entirety and inserting the following in its stead:

            "Section 4.07. Voting of Deposited Securities. Upon receipt of
            notice from the Company of any meeting, or solicitation of consent
            or proxy, of holders of Shares or other Deposited Securities, the
            Depositary shall, as soon as practicable thereafter, establish a
            record date applicable to Holders of American Depositary Shares
            entitled to instruct the Depositary to vote the Shares or other
            Deposited Securities represented by such Holder's ADSs and
            distribute to the Holders of American Depositary Shares a notice
            which shall contain (a) such information as is contained in such
            notice of meeting, solicitation of consent or proxy, and (b) a
            statement that the Holders of American Depositary Shares at the
            close of business in New York on the specified record date will be
            entitled, subject to any applicable provisions of Swedish law, the
            Articles of Association of the Company and the Deposit Agreement, to
            instruct the Depositary as to the exercise of the voting rights, if
            any, pertaining to the amount of Shares or other Deposited
            Securities represented by their respective American Depositary
            Shares. Upon the instruction of a Holder of American Depositary
            Shares as of such record date, received on or before the date
            established by the Depositary for such purpose, to block the
            Holder's American Depositary Shares in the name of the Holder (for
            the period specified for such purpose by the Depositary in the
            applicable notice to Holders) and to vote the Shares or other
            Deposited Securities represented thereby, the Depositary shall
            endeavor in so far as practicable and as permitted under Swedish
            law, the Company's Articles of Association, and the terms of the
            Deposit Agreement, to vote or cause to be voted the amount of Shares
            or other Deposited Securities represented by such Holder's American
            Depositary Shares in accordance with the instructions from the
            applicable Holder. The Depositary agrees not to exercise any voting
            rights or powers under any Shares or other Deposited Securities
            represented by the American Depositary Shares unless it has received
            such blocking and voting instructions from the Holder of the
            American Depositary Shares, and then only in accordance with such
            instructions.

            Notwithstanding anything contained in the Deposit Agreement or any
            ADR, the Depositary may, to the extent not prohibited by law or
            regulations, or by the requirements of the stock exchange on which
            the ADSs are listed, in lieu of distribution of the materials
            provided to the Depositary in connection with any meeting of, or


                                       8
<PAGE>

            solicitation of consents or proxies from, holders of Deposited
            Securities, distribute to the Holders a notice that provides Holders
            with, or otherwise publicize to Holders, instructions on how to
            retrieve such materials or receive such materials upon request
            (i.e., by reference to a website containing the materials for
            retrieval or a contact for requesting copies of the materials).

            Neither the Depositary nor the Custodian shall under any
            circumstances exercise any discretion as to voting and neither the
            Depositary nor the Custodian shall vote, attempt to exercise the
            right to vote, or in any way make use of, for purposes of
            establishing a quorum or otherwise, the Deposited Securities
            represented by ADSs, except pursuant to and in accordance with the
            blocking and voting instructions timely received from Holders or as
            otherwise contemplated herein. If the Depositary timely receives
            blocking and voting instructions from a Holder that fails to specify
            the manner in which the Depositary is to vote the Deposited
            Securities represented by such Holder's ADSs, the Depositary will
            deem such Holder (unless otherwise specified in the notice
            distributed to Holders) to have instructed the Depositary to vote in
            favor of the items set forth in such voting instructions. Deposited
            Securities represented by ADSs for which no timely blocking and
            voting instructions are received by the Depositary from the Holder
            shall not be voted.

            Notwithstanding anything else contained in the Deposit Agreement or
            any ADR, the Depositary shall not have any obligation to take any
            action with respect to any meeting, or solicitation of consents or
            proxies, of holders of Deposited Securities if the taking of such
            action would violate U.S. laws. The Company agrees to take any and
            all actions reasonably necessary to enable Holders and Beneficial
            Owners to exercise the voting rights accruing to the Deposited
            Securities and to deliver to the Depositary an opinion of U.S.
            counsel addressing any actions requested to be taken if so requested
            by the Depositary.

            There can be no assurance that Holders generally or any Holder in
            particular will receive the notice described above with sufficient
            time to enable the Holder to return blocking and voting instructions
            to the Depositary in a timely manner."

      SECTION 2.06. Notice of Amendment. The Amended and Restated Deposit
Agreement is hereby amended as of the F-6 Effective Date by deleting the second
sentence of Section 6.01 in its entirety and inserting the following in its
stead:

            "Any amendment which shall impose or increase any fees or charges
            (other than the fees of the Depositary for the issuance and delivery
            of ADSs and taxes and other governmental charges), or which shall
            otherwise prejudice any substantial existing right of Holders of
            ADSs, shall, however, not become effective as to outstanding ADSs
            until the expiration of one (1) month after notice of such amendment
            shall have been given to the Holders of outstanding ADRs."


                                       9
<PAGE>

      SECTION 2.07. Sale of Deposited Securities in Termination. The Amended and
Restated Deposit Agreement is hereby amended as of the F-6 Effective Date by
deleting the fourth sentence of Section 6.02 in its entirety and inserting the
following in its stead:

            "At any time after the expiration of six (6) months from the date of
            termination, the Depositary may sell the Deposited Securities then
            held hereunder and may thereafter hold the net proceeds of any such
            sale, together with any other cash then held by it hereunder,
            without liability for interest, for the pro rata benefit of the
            holders of ADSs which have not theretofore been surrendered."

                                  ARTICLE III

                          AMENDMENTS TO THE FORM OF ADR

      SECTION 3.01. ADR Amendment. The form of ADR attached as Exhibit A to the
Amended and Restated Deposit Agreement and each of the ADRs issued and
outstanding under the terms of the Amended and Restated Deposit Agreement is
hereby amended as of the F-6 Effective Date by:

      (a) deleting the introductory article thereof in its entirety and
      inserting the following in its stead:

            "CITIBANK, N.A., a national banking association organized and
            existing under the laws of the United States of America, as
            Depositary (herein called the Depositary), hereby certifies that
            ________ is the owner of ________ American Depositary Shares,
            representing deposited B shares(such B shares are hereinafter
            referred to as Shares), of TELEFONAKTIEBOLAGET LM ERICSSON, a public
            company incorporated under the laws of Sweden (herein called the
            Company). At the date hereof, each American Depositary Share
            represents one (1) Share (or evidence of rights to receive one
            Share) deposited under the Deposit Agreement at the principal
            Stockholm office either of Skandinaviska Enskilda Banken or of
            Svenska Handelsbanken (herein called the Custodian or, together, the
            Custodians). The address of the Depositary's principal executive
            office is 388 Greenwich Street, New York, New York 10013."

      (b) deleting the first sentence of paragraph (1) thereof in its entirety
      and inserting the following in its stead:

            "This American Depositary Receipt is one of an issue of American
            Depositary Receipts ("Receipts" or "ADRs"), all issued and to be
            issued upon the terms and conditions set forth in the Amended and
            Restated Deposit Agreement dated as of September 26, 1995, as
            amended by Amendment No. 1 to Amended and Restated Deposit
            Agreement, dated as of February 10, 1997, as amended by Amendment


                                       10
<PAGE>

            No. 2 to Amended and Restated Deposit Agreement, dated as of October
            23, 2002, and as further amended by Amendment No. 3 to Amended and
            Restated Deposit Agreement, dated as of [Date], 2009 (as so amended
            and supplemented from time to time, the "Deposit Agreement"), by and
            among the Company, the Depositary and all Holders and Beneficial
            Owners from time to time of ADSs issued thereunder, each of whom by
            accepting an ADS becomes bound by all the terms and provisions
            thereof."

      (c) deleting paragraph (7) thereof in its entirety and inserting the
      following in its stead:

            "(7) Title to Receipts. It is a condition of this Receipt, and every
            successive Holder of this Receipt by accepting or holding the same
            consents and agrees, that title to this Receipt (and to each
            Certificated ADSs evidenced hereby) shall be transferable upon the
            same terms as a certificated security under the laws of the State of
            New York, provided that, in the case of Certificated ADSs, the
            Receipt has been properly endorsed or is accompanied by properly
            executed instruments of transfer. Notwithstanding any notice to the
            contrary, the Depositary and the Company may deem and treat the
            Holder of an ADS (that is, the person in whose name an ADS is
            registered on the books of the Depositary) as the absolute owner
            thereof for all purposes. Neither the Depositary nor the Company
            shall have any obligation or be subject to any liability under the
            Deposit Agreement to any holder of a Receipt or any beneficial
            owners unless such holder is registered as the Holder of such
            Receipt on the books of the Depositary or in the case of a
            Beneficial Owner, such Beneficial Owner or Beneficial Owner's
            representative is registered as the Holder on the books of the
            Depositary."

      (d) deleting paragraph (15) in its entirety and inserting the following in
      its stead:

            "(15) Voting of Deposited Securities. Upon receipt of notice from
            the Company of any meeting, or solicitation of consent or proxy, of
            holders of Shares or other Deposited Securities, the Depositary
            shall, as soon as practicable thereafter, establish a record date
            applicable to Holders of American Depositary Shares entitled to
            instruct the Depositary to vote the Shares or other Deposited
            Securities represented by such Holder's ADSs and distribute to the
            Holders of American Depositary Shares a notice which shall contain
            (a) such information as is contained in such notice of meeting,
            solicitation of consent or proxy, and (b) a statement that the
            Holders of American Depositary Shares at the close of business in
            New York on the specified record date will be entitled, subject to
            any applicable provisions of Swedish law, the Articles of
            Association of the Company and the Deposit Agreement, to instruct
            the Depositary as to the exercise of the voting rights, if any,
            pertaining to the amount of Shares or other Deposited Securities
            represented by their respective American Depositary Shares. Upon the
            instruction of a Holder of American Depositary Shares as of such
            record date, received on or before the date established by the


                                       11
<PAGE>

            Depositary for such purpose, to block the Holder's American
            Depositary Shares in the name of the Holder (for the period
            specified for such purpose by the Depositary in the applicable
            notice to Holders) and to vote the Shares or other Deposited
            Securities represented thereby, the Depositary shall endeavor in so
            far as practicable and as permitted under Swedish law, the Company's
            Articles of Association and the terms of the Deposit Agreement, to
            vote or cause to be voted the amount of Shares or other Deposited
            Securities represented by such Holder's American Depositary Shares
            in accordance with the instructions from the applicable Holder. The
            Depositary agrees not to exercise any voting rights or powers under
            any Shares or other Deposited Securities represented by the American
            Depositary Shares unless it has received such blocking and voting
            instructions from the Holder of the American Depositary Shares, and
            then only in accordance with such instructions.

            Notwithstanding anything contained in the Deposit Agreement or any
            ADR, the Depositary may, to the extent not prohibited by law or
            regulations, or by the requirements of the stock exchange on which
            the ADSs are listed, in lieu of distribution of the materials
            provided to the Depositary in connection with any meeting of, or
            solicitation of consents or proxies from, holders of Deposited
            Securities, distribute to the Holders a notice that provides Holders
            with, or otherwise publicize to Holders, instructions on how to
            retrieve such materials or receive such materials upon request
            (i.e., by reference to a website containing the materials for
            retrieval or a contact for requesting copies of the materials).

            Neither the Depositary nor the Custodian shall under any
            circumstances exercise any discretion as to voting and neither the
            Depositary nor the Custodian shall vote, attempt to exercise the
            right to vote, or in any way make use of for purposes of
            establishing a quorum or otherwise, the Deposited Securities
            represented by ADSs, except pursuant to and in accordance with the
            blocking and voting instructions timely received from Holders or as
            otherwise contemplated herein. If the Depositary timely receives
            blocking and voting instructions from a Holder that fails to specify
            the manner in which the Depositary is to vote the Deposited
            Securities represented by such Holder's ADSs, the Depositary will
            deem such Holder (unless otherwise specified in the notice
            distributed to Holders) to have instructed the Depositary to vote in
            favor of the items set forth in such voting instructions. Deposited
            Securities represented by ADSs for which no timely blocking and
            voting instructions are received by the Depositary from the Holder
            shall not be voted.

            Notwithstanding anything else contained in the Deposit Agreement or
            any ADR, the Depositary shall not have any obligation to take any
            action with respect to any meeting, or solicitation of consents or
            proxies, of holders of Deposited Securities if the taking of such
            action would violate U.S. laws. The Company agrees to take any and
            all actions reasonably necessary to enable Holders and Beneficial
            Owners to exercise the voting rights accruing to the Deposited
            Securities and to deliver to the Depositary an opinion of U.S.
            counsel addressing any actions requested to be taken if so requested
            by the Depositary.


                                       12
<PAGE>

            There can be no assurance that Holders generally or any Holder in
            particular will receive the notice described above with sufficient
            time to enable the Holder to return blocking and voting instructions
            to the Depositary in a timely manner."

      (e) deleting the second sentence of paragraph (20) in its entirety and
      inserting the following in its stead:

            "Any amendment which shall impose or increase any fees or charges
            (other than the fees of the Depositary for the issuance and delivery
            of ADSs and taxes and other governmental charges), or which shall
            otherwise prejudice any substantial existing right of Holders of
            ADSs, shall, however, not become effective as to outstanding ADSs
            until the expiration of one (1) month after notice of such amendment
            shall have been given to the Holders of outstanding ADRs."

      (f) deleting the fourth sentence of paragraph (21) in its entirety and
      inserting the following in its stead:

            "At any time after the expiration of six (6) months from the date of
            termination, the Depositary may sell the Deposited Securities then
            held under the Deposit Agreement and may thereafter hold the net
            proceeds of any such sale, together with any other cash then held by
            it under the Deposit Agreement, without liability for interest, for
            the pro rata benefit of the Holders of ADSs not theretofore
            surrendered".

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Depositary and the Holders and Beneficial
Owners, that:

      (a) This Amendment, when executed and delivered by the Company, and the
      Amended and Restated Deposit Agreement and all other documentation
      executed and delivered by the Company in connection therewith, will be and
      have been, respectively, duly and validly authorized, executed and
      delivered by the Company, and constitute the legal, valid and binding
      obligations of the Company, enforceable against the Company in accordance
      with their respective terms, subject to bankruptcy, insolvency, fraudulent
      transfer, moratorium and similar laws of general applicability relating to
      or affecting creditors' rights and to general equity principles; and


                                       13
<PAGE>

      (b) In order to ensure the legality, validity, enforceability or
      admissibility into evidence of this Amendment or the Amended and Restated
      Deposit Agreement as amended hereby, and other document furnished
      hereunder or thereunder in Sweden, neither of such agreements need to be
      filed or recorded with any court or other authority in Sweden, nor does
      any stamp or similar tax need be paid in Sweden on or in respect of such
      agreements; and

      (c) All of the information provided to the Depositary by the Company in
      connection with this Amendment is true, accurate and correct.

                                   ARTICLE V

                                  MISCELLANEOUS

      SECTION 5.01. New ADRs. From and after the F-6 Effective Date, the
Depositary shall arrange to have new ADRs printed or amended that reflect the
changes to the form of ADR effected by this Amendment. All ADRs issued after the
F-6 Effective Date, once such new ADRs are available, whether upon the deposit
of Shares or other Deposited Securities or upon the transfer, combination or
split up of existing ADRs, shall be substantially in the form of the specimen
ADR attached as Exhibit A hereto. However, ADRs issued prior or subsequent to
the date hereof, which do not reflect the changes to the form of ADR effected
hereby, do not need to be called in for exchange and may remain outstanding
until such time as the Holders thereof choose to surrender them for any reason
under the Amended and Restated Deposit Agreement. The Depositary is authorized
and directed to take any and all actions deemed necessary to effect the
foregoing.

      SECTION 5.02. Notice of Amendment to Holders of ADRs. The Depositary is
hereby authorized and directed to send notices informing the Holders of ADRs (i)
of the terms of this Amendment, (ii) of the F-6 Effective Date and the Effective
Date of this Amendment, and (iii) that the Holder of ADRs shall be given the
opportunity, but that it is unnecessary, to substitute their ADRs with new ADRs
reflecting the changes effected by this Amendment, as provided in Section 5.01
hereof and (iv) that copies of the form of this Amendment may be retrieved from
the Commission's website at www.sec.gov and may be obtained from the Depositary
and the Company upon request.


                                       14
<PAGE>

      SECTION 5.03. Indemnification. The Company agrees to indemnify and hold
harmless the Depositary (and any and all of its directors, employees and
officers) for any and all liability it or they may incur as a result of the
terms of this Amendment and the transactions contemplated herein.

      SECTION 5.04. Ratification. Except as expressly amended hereby, the terms,
covenants and conditions of the Amended and Restated Deposit Agreement as
originally executed shall remain in full force and effect.

      SECTION 5.05. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in that state.

      SECTION 5.06. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, and all of such
counterparts together shall be deemed an original, and all such counterparts
together shall constitute one and the same instrument.


                                       15
<PAGE>

      IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.

                                   TELEFONAKTIEBOLAGET LM ERICSSON


                                   By:
                                       ----------------------------
                                       Name:
                                       Title:


                                   By:
                                       ----------------------------
                                       Name:
                                       Title:


                                   CITIBANK, N.A., as Depositary


                                   By:
                                       ----------------------------
                                       Name:
                                       Title:


                                       16
<PAGE>

                                    EXHIBIT A
                            [FORM OF FACE OF RECEIPT]

                           AMERICAN DEPOSITARY RECEIPT
                           AMERICAN DEPOSITARY SHARES

                                  representing

                              DEPOSITED B SHARES OF
                         TELEFONAKTIEBOLAGET LM ERICSSON
            (A Public Company Incorporated Under The Laws Of Sweden)

No.

            CITIBANK, N.A., a national banking association organized and
existing under the laws of the United States of America, as Depositary (herein
called the Depositary), hereby certifies that ________is the owner of________
American Depositary Shares, representing deposited B shares (such B shares are
hereinafter referred to as Shares), without nominal value, of
TELEFONAKTIEBOLAGET LM ERICSSON, a public company incorporated under the laws of
Sweden (herein called the Company). At the date hereof, each American Depositary
Share represents one (1) Share (or evidence of rights to receive one Share)
deposited under the Deposit Agreement at the principal Stockholm office either
of Skandinaviska Enskilda Banken or of Svenska Handelsbanken (herein called the
Custodian or, together, the Custodians). The address of the Depositary's
principal executive office is 388 Greenwich Street, New York, New York 10013.

            (1) The Deposit Agreement. This American Depositary Receipt is one
of an issue of American Depositary Receipts ("Receipts" or "ADRs"), all issued
and to be issued upon the terms and conditions set forth in the Amended and
Restated Deposit Agreement dated as of September 26, 1995, as amended by
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February
10, 1997, as amended by Amendment No. 2 to Amended and Restated Deposit
Agreement, dated as of October 23, 2002, and as further amended by Amendment No.
3 to Amended and Restated Deposit Agreement, dated as of [March 5], 2009 (as so
amended and supplemented from time to time, the "Deposit Agreement"), by and
among the Company, the Depositary and all Holders from time to time of ADSs
issued thereunder, each of whom by accepting an ADS becomes bound by all the
terms and provisions thereof. The Deposit Agreement sets forth the rights of
Holders of the Receipts and the rights and duties of the Depositary in respect
of the Shares deposited thereunder and any and all other securities, property
and cash from time to time received in respect of such Shares and held
thereunder (such Shares, securities, property and cash are hereinafter referred
to as Deposited Securities). Copies of the Deposit Agreement are on file at the
principal offices of the Depositary and the Custodians. The statements made on
the face and the reverse of this Receipt are summaries of certain provisions of
the Deposit Agreement and are qualified by and subject to the detailed
provisions of the' Deposit Agreement, to which reference is hereby made. The
terms "deposit", "surrender", "deliver", "transfer" or "withdraw" when used with
respect to Shares, shall refer, where the context requires, to an entry or
entries or an electronic transfer or transfers in an account or accounts
maintained by institutions authorized under applicable law to effect transfers
of securities (which may but need not be the VPC (as defined in paragraph (3)
below)), and not to the physical transfer of certificates representing the
Shares.

<PAGE>

            (2) Surrender of Receipts and Withdrawal of Shares. Upon surrender
at the Principal Office of the Depositary of this Receipt, and upon payment of
the fee of the Depositary provided in paragraph (6) of this Receipt, and subject
to the terms and conditions of the Deposit Agreement, the Holder hereof is
entitled to delivery, to him or upon his order, of the Deposited Securities at
the time represented by the American Depositary Shares for which this Receipt is
issued. Delivery of such Deposited Securities may be made by the delivery of
certificates in the name of the Holder hereof or as ordered by him or by the
delivery of certificates endorsed or accompanied by proper instruments of
transfer. Such delivery will be made without unreasonable delay and, at the
option of the Holder hereof, either at the office of any Custodian or at the
Principal Office of the Depositary, provided that the forwarding of certificates
for Shares or other Deposited Securities for such delivery at the Principal
office of the Depositary in the Borough of Manhattan, The City of New York shall
be at the risk and expense of the Holder hereof.

            (3) Transfers, Split-ups and Combinations. This Receipt is
transferable on the books of the Depositary by the Holder hereof in person or by
duly authorized attorney, upon surrender of this Receipt properly endorsed or
accompanied by proper instruments of transfer and duly stamped as may be
required by law; provided, however, that the Depositary may close the transfer
books, at any time or from time to time, when deemed expedient by it in
connection with the performance of its duties under the Deposit Agreement. This
Receipt may be split into other Receipts or may be combined with other Receipts
into one Receipt, representing the same aggregate number of American Depositary
Shares as the Receipt or Receipts surrendered. As a condition precedent to the
execution and delivery, registration of transfer, split-up, combination or
surrender of any Receipt or withdrawal of any Deposited Securities, the
Depositary or the Custodian may require payment of a sum sufficient to reimburse
it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto and payment of any applicable fees as
provided in paragraph (6) of this Receipt, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary may
establish consistent with the provisions of the Deposit Agreement.

            The Depositary may refuse to execute and deliver Receipts, register
the transfer of any Receipt, make any distribution of, or related to, Deposited
Securities until it has received such proof of citizenship, residence, exchange
control approval or other information as it may deem necessary or proper. The
delivery of Receipts against deposits of Shares generally may be suspended, or
the delivery of Receipts against the deposit of particular Shares may be
withheld, or the registration of transfer of Receipts in particular instances
may be refused, or the registration of transfers or surrenders of Outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary or the Company (or the appointed agent of the Company for
transfer and registration of Shares, which may but need not be the
Vardepapperscentralen VPC AB (the "VPC") or its successor as agent of the
Company for the transfer and registration for Shares) are closed, or if any such
action is deemed necessary or advisable by the Depositary or the Company at any
time or from time to time due to compliance with any requirement of applicable
law or governmental regulation relating to Receipts or to the withdrawal of any
Deposited Securities. Without limitation of the foregoing, the Depositary will
not knowingly accept for deposit under the Deposit Agreement any Shares which,
if sold by the holder thereof in the United States or its territories, would be
subject to the registration provisions of the Securities Act of 1933, unless a
registration statement is in effect as to such Shares.

<PAGE>

            (4) Liability of Holder for Taxes. If any tax or other governmental
charge shall become payable with respects to any Deposited Securities
represented hereby, such tax or other governmental charge shall be payable by
the Holder hereof to the Depositary. The Depositary may refuse to effect any
registration of transfer of this Receipt or any withdrawal of Deposited
Securities represented hereby until such payment is made, and may withhold any
dividends or other distributions, or may sell for the account of the Holder
hereof any part or all of the Deposited Securities represented hereby, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge, the Holder hereof remaining
liable for any deficiency.

            (5) Warranties by Depositor. Every person depositing Shares under
the Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefore are valid and that the person making such
deposit is duly authorized so to do. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.

            (6) Charges of Depositary. The Depositary will charge the party to
whom Receipts are delivered against deposits, and the party surrendering
Receipts for delivery of Deposited Securities, $5.00 for each 100 American
Depositary Shares (or portion thereof) represented by the Receipts issued or
surrendered. Any and all expenses of the Depositary, including, without
limitation, the charges and expenses of the Custodians under or in connection
with the Deposit Agreement, other than those fees expressed to be paid by the
Holders in the preceding sentence, or as may be agreed from time to time between
the Company and the Depositary, will be borne by the Depositary, except (i)
taxes and other governmental charges, (ii) share transfer registration fees on
deposits of Shares, (iii) such cable, telex and facsimile transmission and
delivery charges as are expressly provided in the Deposit Agreement to be at the
expense of persons depositing Shares or Holders of Receipts, and (iv) such
expenses as are incurred by the Depositary in the conversion of foreign currency
into dollars.

            (7) Title to Receipts. It is a condition of this Receipt, and every
successive Holder of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt (and to each Certificated ADSs evidenced
hereby) shall be transferable upon the same terms as a certificated security
under the laws of the State of New York, provided that, in the case of
Certificated ADSs, the Receipt has been properly endorsed or is accompanied by
properly executed instruments of transfer. Notwithstanding any notice to the
contrary, the Depositary and the Company may deem and treat the Holder of an ADS
(that is, the person in whose name an ADS is registered on the books of the
Depositary) as the absolute owner thereof for all purposes. Neither the
Depositary nor the Company shall have any obligation or be subject to any
liability under the Deposit Agreement to any holder of a Receipt or any
beneficial owners unless such holder is registered as the Holder of such Receipt
on the books of the Depositary or in the case of a Beneficial Owner, such
Beneficial Owner or Beneficial Owner's representative is registered as the
Holder on the books of the Depositary.

            (8) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose,
unless this Receipt shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if a Registrar for the Receipts shall
have been appointed, by the manual signature of a duly authorized officer of
such Registrar.

<PAGE>

            (9) Pre-release. Pursuant to the Deposit Agreement, the Depositary
may issue Receipts for evidence of rights to receive Shares from the Company, or
any Custodian, Registrar, transfer agent, clearing agency or other entity
involved in ownership records or transaction records in respect of the Shares.
Such evidence of rights is required to consist of written blanket or specific
guarantees of ownership of Shares furnished on behalf of the holder thereof. The
Depositary is not permitted to lend Shares or Receipts; except that the
Depositary may (i) issue Receipts prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the
receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit
Agreement, including Receipts which were issued under (i) above but for which
Shares may not have been received, The Depositary may receive Receipts in lieu
of Shares under (i) above and receive Shares in lieu of Receipts under (ii)
above. The Depositary is required to cause each such transaction to be (a)
accompanied by (x) a written representation from the person to whom Receipts or
Shares are to be delivered that such person, or its customer, owns the Shares or
Receipts to be remitted, as the case may be, or (y) such other evidence of
ownership of shares or Receipts, as the case may be, as the Depositary deems
appropriate, (b) at all times fully collateralized (marked to market daily) with
cash, United States Government securities or other collateral of comparable
safety and liquidity, (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. Pursuant to the Deposit
Agreement, the Depositary has agreed to limit the number of Receipts and Shares
involved in such transactions at any one time to thirty percent (30%) of the
face amount of Receipts outstanding (without giving effect to Receipts
outstanding under (i) above), or principal amount of Shares actually deposited
under the Deposit Agreement, respectively. Pursuant to the Deposit Agreement,
the - Depositary is required to set limits with respect to the number of
Receipts and Shares involved in such transactions with any one person on a
case-by-case basis as it deems appropriate. Pursuant to the Deposit Agreement
collateral (but not any earnings thereon) is required to be held for the benefit
of the Holder only. The Depositary may retain for its own account any
compensation received by it in connection with the foregoing.

            (10) Power of Attorney. The Holder hereby agrees that, upon
acceptance of this Receipt issued in accordance with the terms of the Deposit
Agreement, the Holder appoints the Depositary its attorney-in-fact, with full
power to delegate, to act on its behalf and to take any and all steps or action
provided for or contemplated herein and in the Deposit Agreement with respect to
the Deposited Securities, including but not limited to those set forth in
Article IV of the Deposit Agreement, and to take such further steps or action as
the Depositary in its sole discretion may deem necessary or appropriate to carry
out the purposes hereof and of the Deposit Agreement.

            (11) Disclosure of Interest. The Holder of this Receipt agrees to
comply with the Company's Articles of Association, as they may be amended from
time to time, and the laws of Sweden, with respect to disclosure requirements,
if any, regarding ownership of Deposited Securities and shares in and other
securities and debt obligations of the Company, all as if this Receipt was to
the extent practicable the Shares represented hereby.

<PAGE>

            The Depositary shall, at the Company's request, send to any Holder
specified by the Company a notice requiring such Holder to notify the Depositary
as to whether any of such Holder's American Depositary Shares represented by any
of the Receipts held by or registered in the name of such Holder are being held,
directly or indirectly, for some person other than such Holder and, if so, the
name, address and citizenship of such other person or persons. Each Holder will
provide to the Depositary at the Depositary's principal office the information
requested in the Depositary's notice within five (5) business days after the
date of the notice and the. Depositary shall forthwith furnish the Company with
the information provided. Should any Holder fail to provide the information
sought within such five (5) business days, the Depositary shall notify the
Company accordingly and, upon receipt of written instructions from the Company
to that effect, the Depositary shall (i) discontinue the registration of
transfers of all Receipts registered in the name of such Holder; (ii) suspend
the distribution of payments of dividends to such Holder; and (iii) not give any
further notices to such Holder; until such information is provided pursuant to
Section 3.04 of the Deposit Agreement.

            (12) Compliance with U.S. Securities Laws. Pursuant to the Deposit
Agreement, the Company and the Depositary are required to exercise any rights
they have under the Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a manner which would not violate the United States
securities laws, including, without being limited to, General Instruction LA(l)
to Form F-6 Registration Statement, as amended from time to time, under the
Securities Act of 1933.

Dated:

Countersigned                           CITIBANK, N.A.,
                                            as Depositary

By  _______________________________     By  _______________________________

Authorized Officer                      Vice President

            The address of the principal office of the Depositary is 388
Greenwich Street, New York, New York 10013.

<PAGE>

                          [FORM OF REVERSE OF RECEIPT]

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

            (13) Dividends and Distributions; Rights. Whenever the Depositary
shall receive any cash dividend or other cash distribution on the Deposited
Securities, the Depositary will, if at the time of receipt thereof any amounts
received in a foreign currency can in the judgment of the Depositary be
Converted on a reasonable basis into United States dollars transferable to the
United States and, subject to the provisions of the Deposit Agreement, convert
such dividend or distribution into United States dollars and will distribute the
amount thus received to the Holders of Receipts entitled thereto, in proportion
to the number of American Depositary Shares representing such Deposited
Securities held by them respectively; provided, however, that the amount
distributed will be reduced by any amounts required to be withheld by the
Company or the Depositary on account of taxes. If in the judgment of the
Depositary amounts received in foreign currency may not be converted on a
reasonable basis into United States dollars transferable to the United States,
or may not be so convertible for all of the Holders of Receipts entitled
thereto, the Depositary may in its discretion make such conversion, if any, and
distribution in United States dollars to the extent permissible to the Holders
of Receipts entitled thereto and may distribute the balance of the foreign
currency received and not so convertible by the Depositary to, or hold such
balance for the account of, the Holders of Receipts entitled thereto. If in the
opinion of the Depositary any distribution other than cash or Shares upon any
Deposited Securities cannot be made proportionately among the Holders of
Receipts entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable for the purpose of effecting such distribution, including the
sale (at public or private sale) of the securities or property thus received, or
any part thereof, and the net proceeds of any such sale will be distributed by
the Depositary to the Holders of Receipts entitled thereto as in the case of a
distribution received in cash. If any distribution upon any Deposited Securities
consists of a dividend in, or free distribution of, Shares, the Depositary may
with the Company's approval, and shall if the Company shall so request,
distribute to the Holders of outstanding Receipts entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, additional Receipts for an
aggregate number of American Depositary Shares representing the number of Shares
received as such dividend or free distribution. In lieu of delivering Receipts
for fractional American Depositary Shares in any such case, the Depositary may
sell the number of Shares represented by the aggregate of such fractions and
distribute the net proceeds, converted into United States dollars if not in such
dollars (if such conversion may in the judgment of the Depositary be achieved on
a reasonable basis), to the Holders of Receipts entitled thereto. If additional
Receipts are not so distributed (except as pursuant to the preceding sentence),
each American Depositary Share shall thenceforth also represent the additional
Shares distributed upon the Deposited securities represented thereby. In the
event that the Company shall offer or cause to be offered to the holders of any
Deposited Securities any rights to subscribe for additional Shares or any rights
of any nature, the Depositary shall have discretion as to whether such rights
are to be made available to the Holders of Receipts; provided, however, that the
Depositary will, if requested by the Company, either (a) make such rights
available to Holders of Receipts by means of warrants or otherwise, if lawful
and feasible, or (b) if making such rights available is not lawful or not
feasible, or if the rights represented by such warrants or other instruments are
not exercised and appear to be about to lapse, sell such warrants or other
instruments at public or private sale, at such place or places and upon such
terms as the Depositary may deem proper, and allocate the proceeds of such sales
for account of the Holders of Receipts otherwise entitled thereto upon an
averaged or other practicable basis without regard to any distinctions among
such Holders because of exchange restrictions, or the date of delivery of any
Receipt or Receipts, or otherwise.

<PAGE>

            (14) Record Dates. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or whenever rights shall be issued, with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of
holders of Shares or other Deposited Securities, the Depositary will fix a
record date for the determination of the Holders of Receipts who shall be
entitled to receive such dividend, distribution or rights, or the net proceeds
of the sale thereof, or to give instructions for the exercise of voting rights
at any such meeting, subject to the provisions of the Deposit Agreement.

            (15) Voting of Deposited Securities. Upon receipt of notice from the
Company of any meeting, or solicitation of consent or proxy, of holders of
Shares or other Deposited Securities, the Depositary shall, as soon as
practicable thereafter, establish a record date applicable to Holders of
American Depositary Shares entitled to instruct the Depositary to vote the
Shares or other Deposited Securities represented by such Holder's ADSs and
distribute to the Holders of American Depositary Shares a notice which shall
contain (a) such information as is contained in such notice of meeting,
solicitation of consent or proxy, and (b) a statement that the Holders of
American Depositary Shares at the close of business in New York on the specified
record date will be entitled, subject to any applicable provisions of Swedish
law, the Articles of Association of the Company and the Deposit Agreement, to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the amount of Shares or other Deposited Securities represented by
their respective American Depositary Shares. Upon the instruction of a Holder of
American Depositary Shares as of such record date, received on or before the
date established by the Depositary for such purpose, to block the Holder's
American Depositary Shares in the name of the Holder (for the period specified
for such purpose by the Depositary in the applicable notice to Holders) and to
vote the Shares or other Deposited Securities represented thereby, the
Depositary shall endeavor in so far as practicable and as permitted under
Swedish law, the Company's Articles of Association, and the terms of the Deposit
Agreement, to vote or cause to be voted the amount of Shares or other Deposited
Securities represented by such Holder's American Depositary Shares in accordance
with the instructions from the applicable Holder. The Depositary agrees not to
exercise any voting rights or powers under any Shares or other Deposited
Securities represented by the American Depositary Shares unless it has received
such blocking and voting instructions from the Holder of the American Depositary
Shares, and then only in accordance with such instructions.

Notwithstanding anything contained in the Deposit Agreement or any ADR, the
Depositary may, to the extent not prohibited by law or regulations, or by the
requirements of the stock exchange on which the ADSs are listed, in lieu of
distribution of the materials provided to the Depositary in connection with any
meeting of, or solicitation of consents or proxies from, holders of Deposited
Securities, distribute to the Holders a notice that provides Holders with, or
otherwise publicize to Holders, instructions on how to retrieve such materials
or receive such materials upon request (i.e., by reference to a website
containing the materials for retrieval or a contact for requesting copies of the
materials).

<PAGE>

Neither the Depositary nor the Custodian shall under any circumstances exercise
any discretion as to voting and neither the Depositary nor the Custodian shall
vote, attempt to exercise the right to vote, or in any way make use of for
purposes of establishing a quorum or otherwise, the Deposited Securities
represented by ADSs, except pursuant to and in accordance with the blocking and
voting instructions timely received from Holders or as otherwise contemplated
herein. If the Depositary timely receives blocking and voting instructions from
a Holder that fails to specify the manner in which the Depositary is to vote the
Deposited Securities represented by such Holder's ADSs, the Depositary will deem
such Holder (unless otherwise specified in the notice distributed to Holders) to
have instructed the Depositary to vote in favor of the items set forth in such
voting instructions. Deposited Securities represented by ADSs for which no
timely blocking and voting instructions are received by the Depositary from the
Holder shall not be voted.

Notwithstanding anything else contained in the Deposit Agreement or any ADR, the
Depositary shall not have any obligation to take any action with respect to any
meeting, or solicitation of consents or proxies, of holders of Deposited
Securities if the taking of such action would violate U.S. laws. The Company
agrees to take any and all actions reasonably necessary to enable Holders and
Beneficial Owners to exercise the voting rights accruing to the Deposited
Securities and to deliver to the Depositary an opinion of U.S. counsel
addressing any actions requested to be taken if so requested by the Depositary.

There can be no assurance that Holders generally or any Holder in particular
will receive the notice described above with sufficient time to enable the
Holder to return blocking and voting instructions to the Depositary in a timely
manner.

            (16) Changes Affecting Deposited Securities. Upon any change in par
value, split-up, consolidation or any other reclassification of Deposited
Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party,
any securities which shall be received by the Depositary in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and the American Depositary
Shares shall thenceforth represent the new Deposited Securities so received in
exchange or conversion, unless additional Receipts are delivered pursuant to the
following sentence. In any such case the Depositary may with the Company's
approval, and shall if the Company shall so request, execute and deliver
additional Receipts as in the case of a stock dividend, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts.

            (17) Reports; Inspection of Transfer Books. The Depositary will make
available for inspection by Holders of Receipts at its Principal office any
reports and communications received from the Company, including any proxy
soliciting material, which are both (a) received by the Depositary as the holder
of the Deposited Securities, and (b) made generally available to the holders of
such Deposited Securities by the Company. The Depositary will also send to
Holders of Receipts copies of such reports when furnished by the Company as
provided in the Deposit Agreement. The Depositary will keep books for the
registration of Receipts and their transfer which at all reasonable times will
be open for inspection by the Holders of Receipts, provided that such inspection
shall not be for the purpose of communicating with Holders of Receipts in the
interest of a business or object other than the business of the Company or a
matter related to the Deposit Agreement or the Receipts.

<PAGE>

            (18) Liability of the Company and the Depositary. Neither the
Depositary nor the Company shall incur any liability to any Holder of this
Receipt, if by reason of any provision of any present or future law of any
country or of any governmental authority, or by reason of any provision, present
or future, of the Articles of Association of the Company, or by reason of any
act of God or war or other circumstance beyond its control, the Depositary or
the Company shall be prevented or forbidden from doing or performing any act or
thing which by the terms of the Deposit Agreement it is provided shall be done
or performed. Neither the Company nor the Depositary assumes any obligation or
shall be subject to any liability under the Deposit Agreement to Holders of
Receipts, except that they agree to use their best judgment and good faith in
the performance of such duties as are specifically set forth in the Deposit
Agreement. Neither the Depositary nor the Company shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense and liability, unless indemnity satisfactory
to it against all expense and liability be furnished as often as may be
required, and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of the Custodians being solely to the
Depositary. Neither the Depositary nor the Company shall be liable for any
action or non-action by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Holder
of a Receipt, or any other person believed by it in good faith to be competent
to give such advice or information. The Depositary will not be responsible for
any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any such vote is cast or effect of any
such vote, provided that any such action or non-action is in good faith. The
Depositary may own and deal in any class of securities of the Company and its
affiliates and in Receipts. The Company agrees to indemnify the Depositary and
each Custodian against, and hold each of them harmless from, any inability or
expense which may arise out of acts performed in accordance with the provisions
of the Deposit Agreement and of the Receipts, as the same may be amended,
modified or supplemented from time to time, (i) by either the Depositary or any
Custodian, except for any liability arising out of the negligence or bad faith
of either of them, or (ii) by the Company or any of its agents.

            (19) Resignation and Removal of Depositary; Substitution of
Custodian. The Depositary may at any time resign as Depositary under the Deposit
Agreement by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time appoint a substitute or additional custodian and the
term "Custodian" shall also refer to such substitute or additional custodian.

            (20) Amendment of Deposit Agreement and Receipts. The Receipts and
the Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary. Any amendment which shall
impose or increase any fees or charges (other than the fees of the Depositary
for the issuance and delivery of ADSs and taxes and other governmental charges),
or which shall otherwise prejudice any substantial existing right of Holders of
ADSs, shall, however, not become effective as to outstanding ADSs until the
expiration of one (1) month after notice of such amendment shall have been given
to the Holders of outstanding ADSs. Every Holder of a Receipt at the time any
amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby. In no event shall any amendment impair the right
of the Holder hereof to surrender this Receipt and receive therefor the
Deposited Securities represented hereby.

<PAGE>

            (21) Termination of Deposit Agreement. The Depositary will at any
time at the direction of the Company terminate the Deposit Agreement by mailing
notice of such termination to the Holders of all Receipts then outstanding at
least 30 days prior to the date fixed in such notice for such termination, The
Depositary may likewise terminate the Deposit Agreement at any time 60 days
after the Depositary shall have resigned, if a successor depositary shall not
have been appointed and accepted its appointment. If any Receipts shall remain
outstanding after the date of termination, the Depositary thereafter will
discontinue the registration of transfers of Receipts, will suspend the
distribution of dividends to the holders thereof, and will not give any further
notices or perform any further acts under the Deposit Agreement, except the
collection of dividends and other distributions pertaining to Deposited
Securities, the sale of rights and the delivery of Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary. At any time after the expiration of
six (6) months from the date of termination, the Depositary may sell the
Deposited Securities then held under the Deposit Agreement and may thereafter
hold the net proceeds of any such sale, together with any other cash then held
by it under the Deposit Agreement, without liability for interest, for the pro
rata benefit of the Holders of ADSs not theretofore surrendered. After making
such sale, the Depositary shall be discharged from all obligations under the
Deposit Agreement, except for its obligations under Section 5.08 thereof and
except to account for the claims of Holders, as creditors of the Depositary, for
such net proceeds and other cash, after deducting, or charging, as the case may
be, the fees of the Depositary for the surrender of a Receipt, any expenses for
the account of the Holder in accordance with the terms and conditions of this
Deposit Agreement and any applicable taxes or governmental charges or
assessments. Upon the termination of the Deposit Agreement, the Company shall be
discharged from all obligations under the Deposit Agreement, except for the
Company's obligations under Section 5.08 thereof.

            (22) Available Information. The Company currently is subject to the
periodic reporting requirements of the Securities Exchange Act of 1934 and
accordingly files certain reports with the Securities and Exchange Commission
(hereinafter the Commission). Such reports and other information may be
inspected and copied at public reference facilities maintained by the Commission
in Washington, D.C.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(II)
<SEQUENCE>3
<FILENAME>e604982_ex99-aii.txt
<DESCRIPTION>AMENDMENT NO. 2 TO AMENDED AND RESTATED DEPOSIT AGREEMENT
<TEXT>

                                 Exhibit (a)(ii)

<PAGE>

                                                               EXECUTION VERSION

- --------------------------------------------------------------------------------

                         TELEFONAKTIEBOLAGET LM ERICSSON

                                       AND

                                 CITIBANK, N.A.,

                                  As Depositary

                                       AND

                          HOLDERS FROM TIME TO TIME OF

                                    AMERICAN

                               DEPOSITARY RECEIPTS

                                 ---------------
                                 Amendment No. 2

                                       to

                     Amended and Restated Deposit Agreement


                          Dated as of October 23, 2002

- --------------------------------------------------------------------------------

<PAGE>

            AMENDMENT NO. 2 TO AMENDED AND RESTATED DEPOSIT AGREEMENT

      AMENDMENT NO. 2 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, is made as of
October 23, 2002 (the "Amendment"), by and among TELEFONAKTIEBOLAGET LM ERICSSON
a company organized and existing under the laws of Sweden (the "Company"),
CITIBANK, N.A., a national banking association organized under the laws of the
United States of America and acting solely as depositary (the "Depositary"), and
all Holders from time to time of American Depositary Receipts issued under the
Deposit Agreement.

                          W I T N E S S E T H   T H A T

      WHEREAS, the parties hereto entered into that certain Amended and Restated
Deposit Agreement, dated as of September 26, 1995, as amended by Amendment No. 1
to Amended and Restated Deposit Agreement, dated as of February 10, 1997, (as so
amended the "Deposit Agreement"), for the creation of American Depositary
Receipts ("ADRs") evidencing American Depositary Shares ("ADSs") representing
the Shares so deposited and for the execution and delivery of such ADRs
evidencing such ADSs;

      WHEREAS, the Company has changed (A) the par value of the Shares (as set
forth in Section 1.05 of the Deposit Agreement) from Skr 2.5 to Skr 1 and (B)
the ratio of Shares to ADSs (as set forth in Section 1.08 of the Deposit
Agreement) from (i) one (1) Share to one (1) ADSs to (ii) ten (10) Shares to one
(1) ADS, and desires to amend the Deposit Agreement to reflect such changes; and

      WHEREAS, pursuant to Section 6.01 of the Deposit Agreement, the Company
and the Depositary deem it necessary and desirable to amend the Deposit
Agreement and the form of ADR annexed thereto as Exhibit A for the purposes set
forth herein;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree to amend the Deposit Agreement as follows:

                                   ARTICLE I

                                  DEFINITIONS,

      SECTION 1.01 Definitions. Unless otherwise defined in this Amendment, all
capitalized terms used, but not otherwise defined, herein shall have the meaning
given to such terms in the Deposit Agreement.

                                   ARTICLE II

                        AMENDMENTS TO DEPOSIT AGREEMENT,

      SECTION 2.01 Deposit Agreement. All references in the Deposit Agreement to
the term "Deposit Agreement" shall, as of the Effective Date (as herein
defined), refer to the Amended and Restated Deposit Agreement, dated as of
September 26, 1995, as amended by Amendment No. 1 to the Amended and Restated
Deposit Agreement, dated as of February 10, 1997, and as further amended by this
Amendment.

<PAGE>

      SECTION 2.02 Change of Par Value. All references made in the Deposit
Agreement to par value of the Shares of Skr 2.5 shall, as of the Effective Date,
refer to par value of the Shares of Skr 1.

      SECTION 2.03 Change of Ratio. All references made in the Deposit Agreement
to each American Depositary Share representing one (1) Share shall, as of the
Effective Date, refer to each American Depositary Share representing ten (10)
Shares.

                                  ARTICLE III

                          AMENDMENTS TO THE FORM OF ADR

      SECTION 3.01 Reference to the Deposit Agreement. The Form of face of ADR
attached hereto as Exhibit A is hereby amended by deleting the first sentence of
Paragraph (1) and inserting the following in its stead:

            "This American Depositary Receipt is one of an issue (herein called
            the Receipts), all issued and to be issued upon the terms and
            conditions set forth in the Amended and Restated Deposit Agreement,
            dated as of September 26, 1995 (as amended from time to time, the
            "Deposit Agreement"), by and among the Company, the Depositary and
            all Holders from time to time of Receipts issued thereunder, each of
            whom by accepting a Receipt agrees to become a party thereto and be
            bound by all the terms and provisions thereof."

      SECTION 3.02 Par Value Change. All references made in the ADRs issued and
outstanding to par value of Shares of Skr 2.5 shall, as of the Effective Date,
refer to par value of the Shares of Skr 1.

      SECTION 3.03 Change of Ratio. All references made in the ADRs issued and
outstanding to each American Depositary Share representing one (1) Share shall,
as of the Effective Date, refer to each American Depositary Share representing
ten (10) Shares.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01 Representations and Warranties. The Company represents and
warrants to, and agrees with, the Depositary and the Holders, that:

      (a) This Amendment, when executed and delivered by the Company, and the
      Deposit Agreement and all other documentation executed and delivered by
      the Company in connection therewith, will be and have been, respectively,
      duly and validly authorized, executed and delivered by the Company, and
      constitute the legal, valid and binding obligations of the Company,

<PAGE>

      enforceable against the Company in accordance with their respective terms,
      subject to bankruptcy, insolvency, fraudulent transfer, moratorium and
      similar laws of general applicability relating to or affecting creditors'
      rights and to general equity principles; and

      (b) In order to ensure the legality, validity, enforceability or
      admissibility into evidence of this Amendment or the Deposit Agreement as
      amended hereby, and any other document furnished hereunder or thereunder
      in Sweden, neither of such agreements need to be filed or recorded with
      any court or other authority in Sweden, nor does any stamp or similar tax
      need to be paid in Sweden on or in respect of such agreements; and

      (c) All of the information provided to the Depositary by the Company in
      connection with this Amendment is true, accurate and correct.

                                   ARTICLE V

                                 MISCELLANEOUS,

      SECTION 5.01 Effective Date. This Amendment is dated as of the date set
forth above and shall be effective as of such date (the "Effective Date").

      SECTION 5.02 New ADRs. From and after the Effective Date, the Depositary
shall arrange to have new ADRs printed or amended that reflect the changes to
the form of ADRs effected by this Amendment. All ADRs issued hereunder after the
Effective Date, once such new ADRs are available, whether upon the deposit of
Shares or other Deposited Securities or upon the transfer, combination or
split-up of existing ADRs, shall be substantially in the form of the specimen
ADRs attached as Exhibit A hereto. However, ADRs issued prior or subsequent to
the date hereof, which do not reflect the changes to the form of ADRs effected
hereby, do not need to be called in for exchange and may remain outstanding
until such time as the Holders thereof choose to surrender them for any reason
under the Deposit Agreement. The Depositary is authorized and directed to take
any and all actions deemed necessary to effect the foregoing.

      SECTION 5.03 Notice of Amendment to Holders. The Depositary is hereby
directed to send notices informing the Holders of (i) the terms of this
Amendment, (ii) the Effective Date of this Amendment and (iii) that the Holders
shall be given the opportunity, but that it is unnecessary, to surrender
outstanding ADRs.

      SECTION 5.04 Ratification. Except as expressly amended hereby, the terms,
covenants and conditions of the Deposit Agreement as originally executed shall
remain in full force and effect.

<PAGE>

      IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.

                                   TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.)


                                   By: /s/ Kurt Hellstrom
                                       ------------------------------------
                                   Name:  Kurt Hellstrom
                                   Title: President & Chief Executive Officer


                                   By: /s/ Sten Fornell
                                       ------------------------------------
                                   Name:  Sten Fornell
                                   Title: Executive Vice President & Chief
                                          Financial Officer


                                   CITIBANK, N.A., as Depositary

                                   By: /s/ Brian Teitelbaum
                                       ------------------------------------
                                   Name:  Brian Teitelbaum
                                   Title: Vice President

<PAGE>

                                    EXHIBIT A
                            [FORM OF FACE OF RECEIPT]

                           AMERICAN DEPOSITARY RECEIPT
                           AMERICAN DEPOSITARY SHARES

                                  representing

                              DEPOSITED B SHARES OF
                         TELEFONAKTIEBOLAGET LM ERICSSON
            (A Public Company Incorporated Under The Laws Of Sweden)

No.

            CITIBANK, N.A., a national banking association organized and
existing under the laws of the United States of America, as Depositary (herein
called the Depositary), hereby certifies that ________is the owner of________
American Depositary Shares, representing deposited B shares(such B shares are
hereinafter referred to as Shares), without nominal value, of
TELEFONAKTIEBOLAGET LM ERICSSON, a public company incorporated under the laws of
Sweden (herein called the Company). At the date hereof, each American Depositary
Share represents ten (10) Shares (or evidence of rights to receive ten Shares)
deposited under the Deposit Agreement at the principal Stockholm office either
of Skandinaviska Enskilda Banken or of Svenska Handelsbanken (herein called the
Custodian or, together, the Custodians). The address of the Depositary's
principal executive office is 388 Greenwich Street, New York, New York 10013.

            (1) The Deposit Agreement. This American Depositary Receipt is one
of an issue of American Depositary Receipts ("Receipts" or "ADRs"), all issued
and to be issued upon the terms and conditions set forth in the Amended and
Restated Deposit Agreement dated as of September 26, 1995, as amended by
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February
10, 1997, as further amended by Amendment No. 2 to Amended and Restated Deposit
Agreement, dated as of October 23, 2002 (as so amended and supplemented from
time to time, the "Deposit Agreement"), by and among the Company, the Depositary
and all Holders from time to time of ADSs issued thereunder, each of whom by
accepting an ADS becomes bound by all the terms and provisions thereof. The
Deposit Agreement sets forth the rights of Holders of the Receipts and the
rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to time
received in respect of such Shares and held thereunder (such Shares, securities,
property and cash are hereinafter referred to as Deposited Securities). Copies
of the Deposit Agreement are on file at the principal offices of the Depositary
and the Custodians. The statements made on the face and the reverse of this
Receipt are summaries of certain provisions of the Deposit Agreement and are
qualified by and subject to the detailed provisions of the' Deposit Agreement,
to which reference is hereby made. The terms "deposit", "surrender", "deliver",
"transfer" or "withdraw" when used with respect to Shares, shall refer, where
the context requires, to an entry or entries or an electronic transfer or
transfers in an account or accounts maintained by institutions authorized under
applicable law to effect transfers of securities (which may but need not be the
VPC (as defined in paragraph (3) below)), and not to the physical transfer of
certificates representing the Shares.

<PAGE>

            (2) Surrender of Receipts and Withdrawal of Shares. Upon surrender
at the Principal Office of the Depositary of this Receipt, and upon payment of
the fee of the Depositary provided in paragraph (6) of this Receipt, and subject
to the terms and conditions of the Deposit Agreement, the Holder hereof is
entitled to delivery, to him or upon his order, of the Deposited Securities at
the time represented by the American Depositary Shares for which this Receipt is
issued. Delivery of such Deposited Securities may be made by the delivery of
certificates in the name of the Holder hereof or as ordered by him or by the
delivery of certificates endorsed or accompanied by proper instruments of
transfer. Such delivery will be made without unreasonable delay and, at the
option of the Holder hereof, either at the office of any Custodian or at the
Principal Office of the Depositary, provided that the forwarding of certificates
for Shares or other Deposited Securities for such delivery at the Principal
office of the Depositary in the Borough of Manhattan, The City of New York shall
be at the risk and expense of the Holder hereof.

            (3) Transfers, Split-ups and Combinations. This Receipt is
transferable on the books of the Depositary by the Holder hereof in person or by
duly authorized attorney, upon surrender of this Receipt properly endorsed or
accompanied by proper instruments of transfer and duly stamped as may be
required by law; provided, however, that the Depositary may close the transfer
books, at any time or from time to time, when deemed expedient by it in
connection with the performance of its duties under the Deposit Agreement. This
Receipt may be split into other Receipts or may be combined with other Receipts
into one Receipt, representing the same aggregate number of American Depositary
Shares as the Receipt or Receipts surrendered. As a condition precedent to the
execution and delivery, registration of transfer, split-up, combination or
surrender of any Receipt or withdrawal of any Deposited Securities, the
Depositary or the Custodian may require payment of a sum sufficient to reimburse
it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto and payment of any applicable fees as
provided in paragraph (6) of this Receipt, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary may
establish consistent with the provisions of the Deposit Agreement.

            The Depositary may refuse to execute and deliver Receipts, register
the transfer of any Receipt, make any distribution of, or related to, Deposited
Securities until it has received such proof of citizenship, residence, exchange
control approval or other information as it may deem necessary or proper. The
delivery of Receipts against deposits of Shares generally may be suspended, or
the delivery of Receipts against the deposit of particular Shares may be
withheld, or the registration of transfer of Receipts in particular instances
may be refused, or the registration of transfers or surrenders of Outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary or the Company (or the appointed agent of the Company for
transfer and registration of Shares, which may but need not be the
Vardepapperscentralen VPC AB (the "VPC") or its successor as agent of the
Company for the transfer and registration for Shares) are closed, or if any such
action is deemed necessary or advisable by the Depositary or the Company at any
time or from time to time due to compliance with any requirement of applicable
law or governmental regulation relating to Receipts or to the withdrawal of any
Deposited Securities. Without limitation of the foregoing, the Depositary will
not knowingly accept for deposit under the Deposit Agreement any Shares which,
if sold by the holder thereof in the United States or its territories, would be
subject to the registration provisions of the Securities Act of 1933, unless a
registration statement is in effect as to such Shares.

<PAGE>

            (4) Liability of Holder for Taxes. If any tax or other governmental
charge shall become payable with respects to any Deposited Securities
represented hereby, such tax or other governmental charge shall be payable by
the Holder hereof to the Depositary. The Depositary may refuse to effect any
registration of transfer of this Receipt or any withdrawal of Deposited
Securities represented hereby until such payment is made, and may withhold any
dividends or other distributions, or may sell for the account of the Holder
hereof any part or all of the Deposited Securities represented hereby, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge, the Holder hereof remaining
liable for any deficiency.

            (5) Warranties by Depositor. Every person depositing Shares under
the Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefore are valid and that the person making such
deposit is duly authorized so to do. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.

            (6) Charges of Depositary. The Depositary shall charge the following
fees:

            (i)   Issuance Fee: to any person depositing Shares or to whom ADSs
                  are issued upon the deposit of Shares, a fee up to U.S. $5.00
                  per 100 ADSs (or fraction thereof) so issued under the terms
                  of the Deposit Agreement (excluding issuances pursuant to
                  paragraph (iv) below);

            (ii)  Cancellation Fee: to any person surrendering ADSs for
                  cancellation and withdrawal of Deposited Securities, a fee up
                  to U.S. $5.00 per 100 ADSs (or fraction thereof) so
                  surrendered;

            (iii) Cash Distribution Fee: to any Holder of ADS(s), a fee up to
                  U.S. $5.00 per 100 ADSs (or fraction thereof) held for the
                  distribution of cash dividends or other cash distributions
                  (i.e., upon the sale of rights and other entitlements);

            (iv)  Stock Distribution/Rights Exercise Fee: to any Holder of
                  ADS(s), a fee up to U.S. $5.00 per 100 ADSs (or fraction
                  thereof) held for the distribution of stock dividends or other
                  free stock distributions or upon the exercise of rights to
                  purchase additional ADSs;

            (v)   Other Distribution Fee: to any Holder of ADS(s), a fee up to
                  U.S. $5.00 per unit of 100 ADSs (or fraction thereof) held for
                  the distribution of securities other than ADSs or rights to
                  purchase additional ADSs (i.e., spin-off shares);

            (vi)  Depositary Services Fee: to any Holder of ADS(s), a fee up to
                  U.S. $5.00 per 100 ADSs (or fraction thereof) held on the
                  applicable record date(s) established by the Depositary; and

<PAGE>

            (vii) ADR Transfer Fee: to any person presenting an ADR for
                  transfer, a fee not in excess of U.S. $1.50 per ADR so
                  presented for transfer.

            In addition, Holders, Beneficial Owners, persons depositing Shares
and persons surrendering ADSs for cancellation and withdrawal of Deposited
Securities will be required to pay the following charges:

            (a)   taxes (including applicable interest and penalties) and other
                  governmental charges;

            (b)   such registration fees as may from time to time be in effect
                  for the registration of Shares or other Deposited Securities
                  on the share register and applicable to transfers of Shares or
                  other Deposited Securities to or from the name of the
                  Custodian, the Depositary or any nominees upon the making of
                  deposits and withdrawals, respectively;

            (c)   such cable, telex and facsimile transmission and delivery
                  expenses as are expressly provided in the Deposit Agreement to
                  be at the expense of the person depositing or withdrawing
                  Shares or Holders and Beneficial Owners of ADSs;

            (d)   the expenses and charges incurred by the Depositary in the
                  conversion of foreign currency;

            (e)   such fees and expenses as are incurred by the Depositary in
                  connection with compliance with exchange control regulations
                  and other regulatory requirements applicable to Shares,
                  Deposited Securities, ADSs and ADRs; and

            (f)   the fees and expenses incurred by the Depositary, the
                  Custodian, or any nominee in connection with the delivery or
                  servicing of Deposited Securities.

            All fees and charges may, at any time and from time to time, be
changed by agreement between the Depositary and Company but, in the case of fees
and charges payable by Holders or Beneficial Owners, only in the manner
contemplated by paragraph (20) of this ADR and as contemplated in the Deposit
Agreement. The Depositary will provide, without charge, a copy of its fees and
charges of the Depositary to anyone upon request.

            Depositary fees payable upon (i) deposit of Shares against issuance
of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited
Securities will be charged by the Depositary to the person to whom the ADSs so
issued are delivered (in the case of ADS issuances) and to the person who
delivers the ADSs for cancellation to the Depositary (in the case of ADS
cancellations). In the case of ADSs issued by the Depositary into DTC (as
defined in the Deposit Agreement) or presented to the Depositary via DTC, the
ADS issuance and cancellation fees will be payable to the Depositary by the DTC
Participant(s) (as defined in the Deposit Agreement) receiving the ADSs from the
Depositary or the DTC Participant(s) surrendering the ADSs to the Depositary for
cancellation, as the case may be, on behalf of the Beneficial Owner(s) and will
be charged by the DTC Participant(s) to the account(s) of the applicable
Beneficial Owner(s) in accordance with the procedures and practices of the DTC
participant(s) as in effect at the time. Depositary fees in respect of

<PAGE>

distributions and the Depositary services fee are payable to the Depositary by
Holders as of the applicable ADS record date established by the Depositary. In
the case of distributions of cash, the amount of the applicable Depositary fees
is deducted by the Depositary from the funds being distributed. In the case of
distributions other than cash and the Depositary service fee, the Depositary
will invoice the applicable Holders as of the ADS record date established by the
Depositary. For ADSs held through DTC, the Depositary fees for distributions
other than cash and the Depositary service fee are charged by the Depositary to
the DTC Participants in accordance with the procedures and practices prescribed
by DTC from time to time and the DTC Participants in turn charge the amount of
such fees to the Beneficial Owners for whom they hold ADSs.

            The Depositary may [remit to the Company all or a portion of the
Depositary fees charged for the reimbursement of][reimburse the Company for]
certain expenses incurred by the Company in respect of the ADR program
established pursuant to the Deposit Agreement upon such terms and conditions as
the Company and the Depositary may agree from time to time. The Company agrees
to promptly pay to the Depositary such fees and charges and reimburse the
Depositary for such out-of-pocket expenses as the Depositary and the Company may
agree from time to time. Responsibility for payment of such charges and
reimbursements may at any time and from time to time be changed by agreement
between the Company and the Depositary. Unless otherwise agreed, the Depositary
shall present its statement for such expenses and fees or charges to the Company
once every three months. The charges and expenses of the Custodian are for the
sole account of the Depositary.

            The right of the Depositary to receive payment of fees, charges and
expenses as provided above shall survive the termination of the Deposit
Agreement. As to any Depositary, upon the resignation or removal of such
Depositary as described in Section 5.04 of the Deposit Agreement, such right
shall extend for those fees, charges and expenses incurred prior to the
effectiveness of such resignation or removal.

            (7) Title to Receipts. It is a condition of this Receipt, and every
successive Holder of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt (and to each Certificated ADSs evidenced
hereby) shall be transferable upon the same terms as a certificated security
under the laws of the State of New York, provided that, in the case of
Certificated ADSs, the Receipt has been properly endorsed or is accompanied by
properly executed instruments of transfer. Notwithstanding any notice to the
contrary, the Depositary and the Company may deem and treat the Holder of an ADS
(that is, the person in whose name an ADS is registered on the books of the
Depositary) as the absolute owner thereof for all purposes. Neither the
Depositary nor the Company shall have any obligation or be subject to any
liability under the Deposit Agreement to any holder of a Receipt or any
beneficial owners unless such holder is registered as the Holder of such Receipt
on the books of the Depositary or in the case of a Beneficial Owner, such
Beneficial Owner or Beneficial Owner's representative is registered as the
Holder on the books of the Depositary.

            (8) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose,
unless this Receipt shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if a Registrar for the Receipts shall
have been appointed, by the manual signature of a duly authorized officer of
such Registrar.

<PAGE>

            (9) Pre-release. Pursuant to the Deposit Agreement, the Depositary
may issue Receipts for evidence of rights to receive Shares from the Company, or
any Custodian, Registrar, transfer agent, clearing agency or other entity
involved in ownership records or transaction records in respect of the Shares.
Such evidence of rights is required to consist of written blanket or specific
guarantees of ownership of Shares furnished on behalf of the holder thereof. The
Depositary is not permitted to lend Shares or Receipts; except that the
Depositary may (i) issue Receipts prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the
receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit
Agreement, including Receipts which were issued under (i) above but for which
Shares may not have been received, The Depositary may receive Receipts in lieu
of Shares under (i) above and receive Shares in lieu of Receipts under (ii)
above. The Depositary is required to cause each such transaction to be (a)
accompanied by (x) a written representation from the person to whom Receipts or
Shares are to be delivered that such person, or its customer, owns the Shares or
Receipts to be remitted, as the case may be, or (y) such other evidence of
ownership of shares or Receipts, as the case may be, as the Depositary deems
appropriate, (b) at all times fully collateralized (marked to market daily) with
cash, United States Government securities or other collateral of comparable
safety and liquidity, (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. Pursuant to the Deposit
Agreement, the Depositary has agreed to limit the number of Receipts and Shares
involved in such transactions at any one time to thirty percent (30%) of the
face amount of Receipts outstanding (without giving effect to Receipts
outstanding under (i) above), or principal amount of Shares actually deposited
under the Deposit Agreement, respectively. Pursuant to the Deposit Agreement,
the - Depositary is required to set limits with respect to the number of
Receipts and Shares involved in such transactions with any one person on a
case-by-case basis as it deems appropriate. Pursuant to the Deposit Agreement
collateral (but not any earnings thereon) is required to be held for the benefit
of the Holder only. The Depositary may retain for its own account any
compensation received by it in connection with the foregoing.

            (10) Power of Attorney. The Holder hereby agrees that, upon
acceptance of this Receipt issued in accordance with the terms of the Deposit
Agreement, the Holder appoints the Depositary its attorney-in-fact, with full
power to delegate, to act on its behalf and to take any and all steps or action
provided for or contemplated herein and in the Deposit Agreement with respect to
the Deposited Securities, including but not limited to those set forth in
Article IV of the Deposit Agreement, and to take such further steps or action as
the Depositary in its sole discretion may deem necessary or appropriate to carry
out the purposes hereof and of the Deposit Agreement.

            (11) Disclosure of Interest. The Holder of this Receipt agrees to
comply with the Company's Articles of Association, as they may be amended from
time to time, and the laws of Sweden, with respect to disclosure requirements,
if any, regarding ownership of Deposited Securities and shares in and other
securities and debt obligations of the Company, all as if this Receipt was to
the extent practicable the Shares represented hereby.

<PAGE>

            The Depositary shall, at the Company's request, send to any Holder
specified by the Company a notice requiring such Holder to notify the Depositary
as to whether any of such Holder's American Depositary Shares represented by any
of the Receipts held by or registered in the name of such Holder are being held,
directly or indirectly, for some person other than such Holder and, if so, the
name, address and citizenship of such other person or persons. Each Holder will
provide to the Depositary at the Depositary's principal office the information
requested in the Depositary's notice within five (5) business days after the
date of the notice and the. Depositary shall forthwith furnish the Company with
the information provided. Should any Holder fail to provide the information
sought within such five (5) business days, the Depositary shall notify the
Company accordingly and, upon receipt of written instructions from the Company
to that effect, the Depositary shall (i) discontinue the registration of
transfers of all Receipts registered in the name of such Holder; (ii) suspend
the distribution of payments of dividends to such Holder; and (iii) not give any
further notices to such Holder; until such information is provided pursuant to
Section 3.04 of the Deposit Agreement.

            (12) Compliance with U.S. Securities Laws. Pursuant to the Deposit
Agreement, the Company and the Depositary are required to exercise any rights
they have under the Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a manner which would not violate the United States
securities laws, including, without being limited to, General Instruction LA(l)
to Form F-6 Registration Statement, as amended from time to time, under the
Securities Act of 1933.

Dated:

Countersigned                           CITIBANK, N.A.,
                                            as Depositary

By  _______________________________     By  _______________________________

Authorized Officer                      Vice President

            The address of the principal office of the Depositary is 388
Greenwich Street, New York, New York 10013.

<PAGE>

                          [FORM OF REVERSE OF RECEIPT]

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

            (13) Dividends and Distributions; Rights. Whenever the Depositary
shall receive any cash dividend or other cash distribution on the Deposited
Securities, the Depositary will, if at the time of receipt thereof any amounts
received in a foreign currency can in the judgment of the Depositary be
Converted on a reasonable basis into United States dollars transferable to the
United States and, subject to the provisions of the Deposit Agreement, convert
such dividend or distribution into United States dollars and will distribute the
amount thus received to the Holders of Receipts entitled thereto, in proportion
to the number of American Depositary Shares representing such Deposited
Securities held by them respectively; provided, however, that the amount
distributed will be reduced by any amounts required to be withheld by the
Company or the Depositary on account of taxes. If in the judgment of the
Depositary amounts received in foreign currency may not be converted on a
reasonable basis into United States dollars transferable to the United States,
or may not be so convertible for all of the Holders of Receipts entitled
thereto, the Depositary may in its discretion make such conversion, if any, and
distribution in United States dollars to the extent permissible to the Holders
of Receipts entitled thereto and may distribute the balance of the foreign
currency received and not so convertible by the Depositary to, or hold such
balance for the account of, the Holders of Receipts entitled thereto. If in the
opinion of the Depositary any distribution other than cash or Shares upon any
Deposited Securities cannot be made proportionately among the Holders of
Receipts entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable for the purpose of effecting such distribution, including the
sale (at public or private sale) of the securities or property thus received, or
any part thereof, and the net proceeds of any such sale will be distributed by
the Depositary to the Holders of Receipts entitled thereto as in the case of a
distribution received in cash. If any distribution upon any Deposited Securities
consists of a dividend in, or free distribution of, Shares, the Depositary may
with the Company's approval, and shall if the Company shall so request,
distribute to the Holders of outstanding Receipts entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, additional Receipts for an
aggregate number of American Depositary Shares representing the number of Shares
received as such dividend or free distribution. In lieu of delivering Receipts
for fractional American Depositary Shares in any such case, the Depositary may
sell the number of Shares represented by the aggregate of such fractions and
distribute the net proceeds, converted into United States dollars if not in such
dollars (if such conversion may in the judgment of the Depositary be achieved on
a reasonable basis), to the Holders of Receipts entitled thereto. If additional
Receipts are not so distributed (except as pursuant to the preceding sentence),
each American Depositary Share shall thenceforth also represent the additional
Shares distributed upon the Deposited securities represented thereby. In the
event that the Company shall offer or cause to be offered to the holders of any
Deposited Securities any rights to subscribe for additional Shares or any rights
of any nature, the Depositary shall have discretion as to whether such rights
are to be made available to the Holders of Receipts; provided, however, that the
Depositary will, if requested by the Company, either (a) make such rights
available to Holders of Receipts by means of warrants or otherwise, if lawful
and feasible, or (b) if making such rights available is not lawful or not
feasible, or if the rights represented by such warrants or other instruments are
not exercised and appear to be about to lapse, sell such warrants or other
instruments at public or private sale, at such place or places and upon such
terms as the Depositary may deem proper, and allocate the proceeds of such sales
for account of the Holders of Receipts otherwise entitled thereto upon an
averaged or other practicable basis without regard to any distinctions among
such Holders because of exchange restrictions, or the date of delivery of any
Receipt or Receipts, or otherwise.

<PAGE>

            (14) Record Dates. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or whenever rights shall be issued, with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of
holders of Shares or other Deposited Securities, the Depositary will fix a
record date for the determination of the Holders of Receipts who shall be
entitled to receive such dividend, distribution or rights, or the net proceeds
of the sale thereof, or to give instructions for the exercise of voting rights
at any such meeting, subject to the provisions of the Deposit Agreement.

            (15) Voting of Deposited Securities. Upon receipt of notice of any
meeting of holders of Deposited Securities, the Depositary will mail to the
Holders of Receipts a notice which will contain (a) such information as is
contained in such notice of meeting and (b) a statement that the Holders of
Receipts at the close of business on a specified record date will be entitled to
instruct the Depositary as to the exercise of voting rights, if any, pertaining
to the amount of Deposited Securities represented by their respective American
Depositary Shares, and a brief statement as to the manner in which such
instructions may be given. Upon the written request of a Holder of a Receipt or
Receipts on such record date, received on or before the date established by the
Depositary for such purpose, together with (i) such Holder's Receipt or Receipts
for such Shares as to which voting instructions are being given and (ii) such
Holder's instructions that such Receipt or Receipts are to be held in a blocked
account until the Shares represented by such Receipt or Receipts are voted, the
Depositary will endeavor insofar as practicable to vote or cause to be voted the
amount of Deposited Securities represented by such Receipt or Receipts in
accordance with such instructions. The Depositary agrees not to vote the Shares
or other Deposited Securities represented by a Receipt unless it receives
instructions from the Holder of such Receipts.

            (16) Changes Affecting Deposited Securities. Upon any change in par
value, split-up, consolidation or any other reclassification of Deposited
Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party,
any securities which shall be received by the Depositary in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and the American Depositary
Shares shall thenceforth represent the new Deposited Securities so received in
exchange or conversion, unless additional Receipts are delivered pursuant to the
following sentence. In any such case the Depositary may with the Company's
approval, and shall if the Company shall so request, execute and deliver
additional Receipts as in the case of a stock dividend, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts.

            (17) Reports; Inspection of Transfer Books. The Depositary will make
available for inspection by Holders of Receipts at its Principal office any
reports and communications received from the Company, including any proxy
soliciting material, which are both (a) received by the Depositary as the holder
of the Deposited Securities, and (b) made generally available to the holders of
such Deposited Securities by the Company. The Depositary will also send to
Holders of Receipts copies of such reports when furnished by the Company as
provided in the Deposit Agreement. The Depositary will keep books for the
registration of Receipts and their transfer which at all reasonable times will
be open for inspection by the Holders of Receipts, provided that such inspection
shall not be for the purpose of communicating with Holders of Receipts in the
interest of a business or object other than the business of the Company or a
matter related to the Deposit Agreement or the Receipts.

<PAGE>

            (18) Liability of the Company and the Depositary. Neither the
Depositary nor the Company shall incur any liability to any Holder of this
Receipt, if by reason of any provision of any present or future law of any
country or of any governmental authority, or by reason of any provision, present
or future, of the Articles of Association of the Company, or by reason of any
act of God or war or other circumstance beyond its control, the Depositary or
the Company shall be prevented or forbidden from doing or performing any act or
thing which by the terms of the Deposit Agreement it is provided shall be done
or performed. Neither the Company nor the Depositary assumes any obligation or
shall be subject to any liability under the Deposit Agreement to Holders of
Receipts, except that they agree to use their best judgment and good faith in
the performance of such duties as are specifically set forth in the Deposit
Agreement. Neither the Depositary nor the Company shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense and liability, unless indemnity satisfactory
to it against all expense and liability be furnished as often as may be
required, and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of the Custodians being solely to the
Depositary. Neither the Depositary nor the Company shall be liable for any
action or non-action by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Holder
of a Receipt, or any other person believed by it in good faith to be competent
to give such advice or information. The Depositary will not be responsible for
any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any such vote is cast or effect of any
such vote, provided that any such action or non-action is in good faith. The
Depositary may own and deal in any class of securities of the Company and its
affiliates and in Receipts. The Company agrees to indemnify the Depositary and
each Custodian against, and hold each of them harmless from, any inability or
expense which may arise out of acts performed in accordance with the provisions
of the Deposit Agreement and of the Receipts, as the same may be amended,
modified or supplemented from time to time, (i) by either the Depositary or any
Custodian, except for any liability arising out of the negligence or bad faith
of either of them, or (ii) by the Company or any of its agents.

            (19) Resignation and Removal of Depositary; Substitution of
Custodian. The Depositary may at any time resign as Depositary under the Deposit
Agreement by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time appoint a substitute or additional custodian and the
term "Custodian" shall also refer to such substitute or additional custodian.

            (20) Amendment of Deposit Agreement and Receipts. The Receipts and
the Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary. Any amendment which shall
impose or increase any fees or charges (other than the fees of the Depositary
for the execution and delivery or the cancellation of Receipts and taxes or
other governmental charges), or which shall otherwise prejudice any substantial
existing right of Holders of Receipts, shall, however, not become effective as
to outstanding Receipts until the expiration of three months after notice of
such amendment shall have been given to the Holders of outstanding Receipts.
Every Holder of a Receipt at the time any amendment so becomes effective shall
be deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended thereby. In no
event shall any amendment impair the right of the Holder hereof to surrender
this Receipt and receive therefor the Deposited Securities represented hereby.

<PAGE>

            (21) Termination of Deposit Agreement. The Depositary will at any
time at the direction of the Company terminate the Deposit Agreement by mailing
notice of such termination to the Holders of all Receipts then outstanding at
least 30 days prior to the date fixed in such notice for such termination, The
Depositary may likewise terminate the Deposit Agreement at any time 60 days
after the Depositary shall have resigned, if a successor depositary shall not
have been appointed and accepted its appointment. If any Receipts shall remain
outstanding after the date of termination, the Depositary thereafter will
discontinue the registration of transfers of Receipts, will suspend the
distribution of dividends to the holders thereof, and will not give any further
notices or perform any further acts under the Deposit Agreement, except the
collection of dividends and other distributions pertaining to Deposited
Securities, the sale of rights and the delivery of Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary. At any time after the expiration of
one year from the date of termination, the Depositary may sell the Deposited
Securities then held under the Deposit Agreement and may thereafter hold the net
proceeds of any such sale, together with any other cash then held by it under
the Deposit Agreement, without liability for interest, for the pro rata benefit
of the Holders of Receipts not theretofore surrendered. After making such sale,
the Depositary shall be discharged from all obligations under the Deposit
Agreement, except for its obligations under Section 5.08 thereof and except to
account for the claims of Holders, as creditors of the Depositary, for such net
proceeds and other cash, after deducting, or charging, as the case may be, the
fees of the Depositary for the surrender of a Receipt, any expenses for the
account of the Holder in accordance with the terms and conditions of this
Deposit Agreement and any applicable taxes or governmental charges or
assessments. Upon the termination of the Deposit Agreement, the Company shall be
discharged from all obligations under the Deposit Agreement, except for the
Company's obligations under Section 5.08 thereof.

            (22) Available Information. The Company currently is subject to the
periodic reporting requirements of the Securities Exchange Act of 1934 and
accordingly files certain reports with the Securities and Exchange Commission
(hereinafter the Commission). Such reports and other information may be
inspected and copied at public reference facilities maintained by the Commission
in Washington, D.C.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(III)
<SEQUENCE>4
<FILENAME>e604982_ex99-aiii.txt
<DESCRIPTION>AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT
<TEXT>

                                Exhibit (a)(iii)

<PAGE>

                                                                  Conformed copy


                         TELEFONAKTIEBOLAGET LM ERICSSON

                                       AND

                                 CITIBANK, N.A.,
                                  As Depositary

                      HOLDERS FROM TIME TO TIME OF AMERICAN
                               DEPOSITARY RECEIPTS


                      -------------------------------------
                                 Amendment No. 1

                                       to

                              Amended and Restated

                                Deposit Agreement

                          Dated as of February 10, 1997

<PAGE>

                                                                  Conformed copy

            AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT

      AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, is made as of
February 10, 1997 (the "Amendment"), by and among Telefonaktiebolaget LM
Ericsson, a public company organized and existing under the laws of Sweden (the
"Company"), CITIBANK, N.A., a national banking association organized under the
laws of the United States of America and acting solely as depositary ("the
Depositary"), and all Holders from time to time of American Depositary Receipts
issued under the Deposit Agreement.

                          W I T N E S S E T H   T H A T

      WHEREAS, the parties hereto entered into that certain Amended and Restated
Deposit Agreement, dated as of September 26, 1995 (the "Deposit Agreement"), for
the creation of American Depositary Receipts ("ADRs") evidencing American
Depositary Shares ("ADSs") representing the Shares (as defined in the Deposit
Agreement) so deposited and for the execution and delivery of such ADRs
evidencing such ADSs;

      WHEREAS, the Staff of the Securities and Exchange Commission (the
"Commission") has announced certain amendments to Rule F-6 3.a. and Rule F-6
4.a. (the "Rule F-6 Amendments") promulgated under the Securities Act of 1933,
as amended, effective as of July 15, 1996; and

      WHEREAS, pursuant to Section 6.01 of the Deposit Agreement, the Company
and the Depositary deem it necessary and desirable to amend the Deposit
Agreement and the form of ADR annexed thereto as Exhibit A for the purposes set
forth herein;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree to amend the Deposit Agreement as follows:

                                   ARTICLE I

                                   DEFINITIONS

      SECTION 1.01. Definitions. Unless otherwise defined in this Amendment, all
capitalized terms used, but not otherwise defined, herein shall have the meaning
given to such terms in the Deposit Agreement.

                                   ARTICLE II

                         AMENDMENTS TO DEPOSIT AGREEMENT

      SECTION 2.01. Reports. Section 4.09 of the Deposit Agreement is amended by
deleting the second sentence of the second paragraph through the remainder of
the paragraph and the third paragraph in its entirety in accordance with the
Rule F-6 Amendments.

                                  ARTICLE III

                          AMENDMENTS TO THE FORM OF ADR

      SECTION 3.01. Reference to the Deposit Agreement. The form of ADR as
attached hereto Exhibit A is amended as of the Effective Date by deleting the
first sentence of Section 1 of the ADR and inserting the following in its stead:

            "This American Depositary Receipt is one of an issue (herein called
            the Receipts), all issued and to be issued upon the terms and

<PAGE>

                                                                  Conformed copy

            conditions set forth in the Amended and Restated Deposit Agreement,
            dated as of September 26, 1995 (which amends, restates and
            supersedes that certain Deposit Agreement, dated as of May 17, 1983,
            as amended by that certain amendment No. 1 to Deposit Agreement,
            dated as of September 20, 1990 and that certain amendment No. 2 to
            Deposit Agreement, dated as of March 1, 1994) as further amended by
            Amendment No. 1 to Amended and Restated Deposit Agreement, dated as
            of February 10, 1997 (as so amended, the "Deposit Agreement"), by
            and among the Company, the Depositary and all Holders from time to
            time of Receipts issued thereunder, each of whom by accepting a
            Receipt agrees to become a party thereto and be bound by all the
            terms and provisions thereof."

      SECTION 3.02. Compliance with U.S. Securities Laws. The form of the Face
of Receipt in Exhibit A of the Deposit Agreement is amended by deleting
paragraph (12) in its entirety and substituting for it the following paragraph:

            Notwithstanding anything in the Deposit Agreement or this form of
            Receipt to the contrary, each of the Company and the Depositary
            agree that it will not exercise any rights it has under this Deposit
            Agreement to prevent the withdrawal or delivery of Deposited
            Securities in a manner which would violate the United States
            securities laws, including without being limited to, General
            Instruction 1. A(1) to Form. F-6 Registration Statement, as amended
            from time to time, under the Securities Act of 1933.

                                   ARTICLE IV

                                  MISCELLANEOUS

      SECTION 4.01. Effective Date. This Amendment is dated as of the date set
forth above and shall be effective as of such date (the "Effective Date").

      SECTION 4.02. New ADRs. From and after the Effective Date, the Depositary
shall arrange to have new ADRS printed or amended that reflect the changes to
the form of ADR effected by this Amendment. All ADRs issued hereunder after the
date hereof, once such new ADRs are available, whether upon the deposit of
Shares or other Deposited Securities or upon the transfer, combination or
split-up of existing ADRs, shall reflect the changes to the form of ADR effected
by this Amendment. However, ADRs issued prior or subsequent to the date hereof,
which do not reflect the changes to the from of ADR affected hereby, do not need
to be called in for exchange and may remain outstanding until such time as the
Holders thereof choose to surrender them for any reason under the Deposit
Agreement.

      SECTION 4.03. Notice of Amendment to Holders. The Depositary is hereby
directed to send notices informing the Holders (i) of the terms of this
Amendment, (ii) of the Effective Date of this Amendment and (iii) that the
Holders shall be given the opportunity, but that it is unnecessary, to surrender
outstanding Receipts.



                                       2
<PAGE>

                                                                  Conformed copy

      IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.

                                    TELEFONAKTIEBOLAGET LM ERICSSON


                                    By:
                                       ----------------------------

                                    Name:  Lars Ramqvist
                                    Title: President and Chief Executive Officer


                                    CITIBANK, N.A., as Depositary


                                    By:
                                       ----------------------------

                                    Name:  Jan Soderberg
                                    Title: Vice President


                                       3
<PAGE>

                                                                  Conformed copy

                                    EXHIBIT A
                            [FORM OF FACE OF RECEIPT]

                           AMERICAN DEPOSITARY RECEIPT
                           AMERICAN DEPOSITARY SHARES
                                  representing
                              DEPOSITED B SHARES OF
                         TELEFONAKTIEBOLAGET LM ERICSSON
            (A public company Incorporated under the laws of Sweden)

No.

      CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as Depositary (herein called the
Depositary), hereby certifies that ________________ is the owner of
____________________________ American Depositary Shares, representing deposited
B Shares, nominal value 2.5 Swedish kronor each (herein called Shares), of
TELEFONAKTIEBOLAGET LM ERICSSON, a public company incorporated under the laws of
Sweden (herein called the Company). At the date hereof, each American Depositary
share represents one Share (or evidence of rights to receive one Share)
deposited under the Deposit Agreement at the principal Stockholm office either
of Skandinaviska Enskilda Banken, or of Svenska Handelsbanken (herein called the
Custodian or, together, the Custodians). The address of the Depositary's
principal executive office is 111 Wall Street, New York, New York 10043.

      (1) The Deposit Agreement. This American Depositary Receipt is one of an
issue (herein called the Receipts), all issued and to be issued upon the terms
and conditions set forth In the Amended at Restated Deposit Agreement dated as
of September 26,1995 (which amends, restates and supersedes that certain Deposit
Agreement, dated as of May 17, 1983, as amended by that certain amendment No. 1
to Deposit Agreement, dated as of September 20, 1990 and that certain amendment
No. 2 to Deposit Agreement, date as of March 1, 1994) as further amended by
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February
10, 1997 (as so amended, the "Deposit Agreement"), by and among the Company, the
Depositary and all Holders from time to time or Receipts issued thereunder, each
of whom by accepting a Receipt agrees to become a party thereto and be bound by
all the terms and provisions thereof. The Deposit Agreement sets forth the
rights Holders of the Receipts and the rights and duties of the Depositary in
respect of the Shares deposited thereunder and any and all other securities,
property and cash from time to time received in respect or such Shares and held
thereunder (such Shares, securities, property and cash are herein called
Deposited Securities). Copies of the Deposit Agreement are on file at the
principal offices of the Depositary and the Custodians. The statements made on
the face and the reverse of this Receipt are summaries of certain provisions or
the Deposit Agreement and are qualified by and subject to the detailed
provisions of the Deposit Agreement, to which reference is hereby made. The
terms "deposit," "surrender," "deliver," "transfer" or "withdraw" when used with
respect to Shares, shall refer, where the context requires, to an entry or
entries or an electronic transfer or transfers in an account or accounts
maintained by institutions authorized under applicable law to effect transfers
of securities (which may but need not be the VPC (as defined in paragraph (3)
below)), and not to the physical transfer of certificates representing the
Shares.

      (2) Surrender of Receipts and Withdrawal of Shares. Upon surrender at the
Principal Office of the Depositary of this Receipt, and upon payment of the fee
of the Depositary provided in paragraph (6) of this Receipt, and subject to the
terms and conditions of the Deposit Agreement, the Holder hereof is entitled to
delivery, to him or upon his order, of the Deposited Securities at the time
represented by the American Depositary Shares for which this Receipt is Issued.
Delivery of such Deposited Securities may be made by the delivery of
certificates in the name of the Holder hereof or as ordered by him or by the
delivery of certificates endorsed or accompanied by proper instruments of
transfer. Such delivery will be made without unreasonable delay and, at the
option of the Holder hereof, either at the office of any Custodian or at the
Principal Office of the Depositary, provided that the forwarding of certificates
for Shares or other Deposited Securities for such delivery at the Principal
office of the Depositary in the Borough of Manhattan. The City of New York shall
be at the risk and expense of the Holder hereof.


                                      A-1
<PAGE>

                                                                  Conformed copy

      (3) Transfers, Split-Ups and Combinations. This Receipt is transferable on
the books of the Depositary by the Holder hereof in person or by duty authorized
attorney, upon surrender of this Receipt properly endorsed or accompanied by
proper instruments of transfer and duly stamped as may be required by law;
provided, however that the Depositary may close the transfer books, at any time
or from time to time, when deemed expedient by it in connection with the
performance of its duties under the Deposit Agreement. This Receipt may be spilt
into other Receipts or may be combined with other Receipts into one Receipt
representing the same aggregate number of American Depositary Shares as the
Receipt or Receipts surrendered. As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination or surrender of any
Receipt or withdrawal of any Deposited Securities, the Depositary or the
Custodian may require payment of a sum sufficient to reimburse it for any tax or
other governmental charge and any stock transfer or registration fee with
respect thereto and payment of any applicable fees as provided in paragraph (6)
of this Receipt, may require the production of proof satisfactory to it as to
the identity and genuineness of any signature and may also require compliance
with such regulations, if any, as the Depositary may establish consistent with
the provisions of the Deposit Agreement.

      The Depositary may refuse to execute and deliver Receipts, register the
transfer of any Receipt, make any distribution of, or related to, Deposited
Securities until it has received such proof of citizenship, residence, exchange
control approval or other information as it may deem necessary or proper. The
delivery of Receipts against deposits of Shares generally may be suspended, or
the delivery of Receipts against the deposit of particular Shares may be
withheld, or the registration of transfer of Receipts in particular instances
may be refused, or the registration of transfers or surrenders of Outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary or the Company (or the appointed agent of the Company for
transfer and registration of Shares, which may but need not be the
Vardepapperscentralen VPC AB (the "VPC") or its successor as agent of the
Company for the transfer and registration for Shares) are closed, or if any such
action is deemed necessary or advisable by the Depositary or the Company at any
time or from time to time due to compliance with any requirement of applicable
law or governmental regulation relating to Receipts or to the withdrawal of any
Deposited Securities. Without limitation of the foregoing, the Depositary will
not knowingly accept for deposit under the Deposit Agreement any Shares which,
if sold by the holder thereof in the United States or its territories, would be
subject to the registration provisions of the Securities Act of 1933, unless a
registration statement is in effect as to such Shares.

      (4) Liability of Holder for Taxes. If any tax or other governmental charge
shall become payable with respects to any Deposited Securities represented
hereby, such tax or other governmental charge shall be payable by the Holder
hereof to the Depositary. The Depositary may refuse to effect any registration
of transfer of this Receipt or any withdrawal of Deposited Securities.
represented hereby until such payment is made, and may withhold any dividends or
other distributions, or may sell for the account of the Holder hereof any part
or all of the Deposited Securities represented hereby, and may apply such
dividends or other distributions or the proceeds of any such sale in payment of
such tax or other governmental charge, the Holder hereof remaining liable for
any deficiency.

      (5) Warranties by Depositor. Every person depositing Shares under the
Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefor are valid and that the person making such
deposit is duly authorized so to do. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.

      (6) Charges of Depositary. The Depositary will charge the party to whom
Receipts are delivered against deposits, and the party surrendering Receipts for
delivery of Deposited Securities, $5.00 for each 100 American Depositary Shares
(or portion thereof) represented by the Receipts issued or surrendered. Any and
all expenses of the Depositary, including, without limitation. the charges and
expenses of the Custodians under or in connection with the Deposit Agreement,
other than those foes expressed to be paid by the Holders in the preceding
sentence, or as may be agreed from time to time between the Company and the
Depositary, will be borne by the Depositary, except (i) taxes and other


                                      A-2
<PAGE>

                                                                  Conformed copy

governmental charges, (ii) share transfer registration fees on deposits of
Shares, (iii) such cable, telex and facsimile transmission and delivery charges
as are expressly provided in the Deposit Agreement to be at the expense of
persons depositing shares or Holders of Receipts, and (iv) such expenses as are
incurred by the Depositary in the conversion of foreign currency into dollars:

      (7) Title to Receipts. It is a condition of this Receipt, and every
successive Holder hereof by accepting or holding the same consents and agrees,
that title to this Receipt (and to the American Depositary Shares evidenced
hereby), when property endorsed or accompanied by proper instruments of
transfer, is transferable by delivery with the same effect as in the case or a
negotiable instrument; provided, however, that the Depositary, notwithstanding
any notice to the contrary, may treat the person in whose name this Receipt is
registered on the books of the Depositary as the absolute owner hereof for the
purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement, and for
all other purposes.

      (8) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid of obligatory for any purpose,
unless this Receipt shall have been executed by the Depositary by the manual
signature off a duly authorized officer or, if a Registrar for the Receipts
shall have been appointed, by the manual signature of a duly authorized officer
of such Registrar,

      (9) Pre-release. Pursuant to the Deposit Agreement, the Depositary may
issue Receipts for evidence of rights to receive Shares from the Company, or any
Custodian, Registrar, transfer agent, clearing agency or other entity involved
in ownership records or transaction records in respect of the Shares. Such
evidence of rights is required to consist of written blanket or specific
guarantees of ownership of Shares furnished on behalf of the holder thereof. The
Depositary is not permitted to lend Shares or Receipts; except that the
Depositary may (i) issue Receipts prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the
receipt and cancellation of Receipts pursuant to Section 2.03 of the Deposit
Agreement, including Receipts which were issued under (i) above but for which
Shares may not have been received. The Depositary may receive Receipts in lieu
of Shares under (i) above and receive Shares in lieu of Receipts under (ii)
above. The Depositary is required to cause each such transaction to be (a)
accompanied by (x) a written representation from the person to whom Receipts or
Shares are to be delivered that such person, or its customer, owns the Shares or
Receipts to be remitted, as the case may be, or (y) such other evidence of
ownership of shares or Receipts, as the case may be, as the Depositary deems
appropriate, (b) at all times fully collateralized (marked to market daily) with
cash, United States Government securities or other collateral of comparable
safety and liquidity, (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. Pursuant to the Deposit
Agreement, the Depositary has agreed to limit the number of Receipts and Shares
involved in such transactions at any one time to thirty percent (30%) of the
face amount of Receipts outstanding (without giving effect to Receipts
outstanding under (i) above), or principal amount of Shares actually deposited
under the Deposit Agreement, respectively. Pursuant to the Deposit Agreement,
the Depositary is required to set limits with respect to the number of Receipts
and Shares involved in such transactions with any one person on a case-by-case
basis as it deems appropriate. Pursuant to the Deposit Agreement collateral
(but. not any earnings thereon) is required to be held for the benefit of the
Holder only. The Depositary may retain for its own account any compensation
received by it in connection with the foregoing.

      (10) Power of Attorney. The Holder hereby agrees that, upon acceptance of
this Receipt issued in accordance with the terms of the Deposit Agreement, the
Holder appoints the Depositary its attorney-in-fact, with full power to
delegate, to act on its behalf and to take any all steps or action provided for
or contemplated herein and in the Deposit Agreement with respect to the
Deposited Securities, including but not limited to those set forth in Article IV
of the Deposit Agreement, and to take such further steps or action as the
Depositary in its sole discretion may deem necessary or appropriate to carry out
the purposes hereof and of the Deposit Agreement.

      (11) Disclosure of Interest. The Holder of this Receipt agrees to comply
with the Company's Articles of Association, as they may be amended from time to
time, and the laws of Sweden, with respect to disclosure requirements, if any,
regarding ownership of Deposited Securities and shares in and other securities
and debt obligations of the Company, all as if this Receipt were to the extent
practicable the Shares represented hereby.


                                      A-3
<PAGE>

                                                                  Conformed copy

      The Depositary shall, at the Company's request, send to any Holder
specified by the Company a notice requiring such Holder to notify the Depositary
as to whether any of such Holder's American Depositary Shares represented by any
of the Receipts held by or registered in the name of such Holder are being held,
directly or indirectly, for some person other than such Holder and, if so, the
name, address and citizenship of such other person or persons. Each Holder will
provide to the Depositary at the Depositary's Principal Office the information
requested in the Depositary's notice within five (5) business days after the
date of the notice and the Depositary shall forthwith furnish the Company with
the information provided. Should any Holder fail to provide the information
sought within such five (5) business days, the Depositary shall notify the
Company accordingly and, upon receipt of written instructions from the Company
to that effect, the Depositary shall (i) discontinue the registration of
transfers of all Receipts registered in the name of such Holder; (ii) suspend
the distribution of payments of dividends to such Holder and (iii) not give any
further notices to such Holder; until such information is provided pursuant to
Section 3.04 of the Deposit Agreement.

      (12) Compliance with U.S. Securities Laws. Notwithstanding anything in the
Deposit Agreement or this form of Receipt to the contrary, each of the Company
and the Depositary agree that it will not exercise any rights it has under this
Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities
in a manner which would violate the United States securities laws, including
without being limited to, General Instruction I.A(1) to Form F-6 Registration
Statement, as amended from time to time, under the Securities Act of 1933.

Dated:

Countersigned                       CITIBANK, N.A.,
                                    as Depositary


By:                                 By:
   ------------------------            ------------------------
   Authorized Officer                  Vice President

      The address of the Principal Office of the Depositary is 111 Wall Street,
5th Floor, New York, New York 10043.


                                      A-4
<PAGE>

                                                                  Conformed copy

                          [FORM OF REVERSE OF RECEIPT]

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

      Dividends and Distributions; Rights. Whenever the Depositary shall receive
any cash dividend or other cash distribution on the Deposited Securities, the
Depositary will, if at the time of receipt thereof any amounts received in a
foreign currency can in the judgment of the Depositary be Converted on a
reasonable basis into United States dollars transferable to the United States
and, subject to the provisions of the Deposit Agreement, convert such dividend
or distribution into United States dollars and will distribute the amount thus
received to the Holders of Receipts entitled thereto, in proportion to the
number of American Depositary Shares representing such Deposited Securities held
by them respectively; provided, however, that the amount distributed will be
reduced by any amounts required to be withheld by the Company or the Depositary
on account of taxes. If in the judgment or the Depositary amounts received in
foreign currency may not be converted on a reasonable basis into United States
dollars transferable to the United States, or may not be so convertible for all
of the Holders of Receipts entitled thereto, the Depositary may in its
discretion make such conversion, if any, and distribution in United States
dollars to the extent permissible to the Holders of Receipts entitled thereto
and may distribute the balance of the foreign currency received and not so
convertible by the Depositary to, or hold such balance for the account of, the
Holders of Receipts entitled thereto. If in the opinion of the Depositary any
distribution other than cash or Shares upon any Deposited Securities cannot be
made proportionately among the Holders of Receipts entitled thereto, or if for
any other reason the Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it may deem equitable for the purpose of
effecting such distribution, including the sale (at public or private sale) of
the securities or property thus received, or any part thereof, and the net
proceeds of any such sale will be distributed by the Depositary to the Holders
of Receipts entitled thereto as in the case of a distribution received in cash.
If any distribution upon any Deposited Securities consists of a dividend in, or
free distribution of, Shares, the Depositary may with the Company's approval,
and shall if the Company shall so request, distribute to the Holders of
outstanding Receipts entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively, additional Receipts for an aggregate number of American Depositary
Shares representing the number of Shares received as such dividend or free
distribution. In lieu of delivering Receipts for fractional American Depositary
Shares in any such case, the Depositary may sell the number of Shares
represented by the aggregate of such fractions and distribute the net proceeds,
converted into United States dollars if not in such dollars (if such conversion
may in the judgment of the Depositary be achieved on a reasonable basis), to the
Holders or Receipts entitled thereto. If additional Receipts are not so
distributed (except as pursuant to the preceding sentence), each American
Depositary Share shill thenceforth also represent the additional Shares
distributed upon the Deposited securities represented thereby. In the event that
the Company dealt offer or cause to be offered to the holders of any Deposited
Securities any rights to subscribe for additional Shares or any rights of any
nature, the Depositary shall have discretion as to whether such rights are to be
made available to the Holders of Receipts: provided, however, that the
Depositary will, if requested by the Company, either (a) make such rights
available to Holders of Receipts by means of warrants or otherwise, if lawful
and feasible, or (b) if making such rights available is not lawful or not
feasible, or if the rights represented by such warrants or other instruments are
not exercised and appear to be about to lapse, sell such or warrants or other
instruments at public or private sale, at such place or places and upon such
terms as the Depositary may deem proper, and allocate the proceeds of such sales
for account of the Holders of Receipts otherwise entitled thereto upon an
averaged or other practicable basis without regard to any distinctions among
such Holders because of exchange restrictions, or the date of delivery of any
Receipt or Receipts, or otherwise.

      Record Dates. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or whenever
rights shall be issued, with respect to the Deposited Securities, or whenever
the Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, the Depositary will fix a record date for the
determination of the Holders of Receipts who shall be entitled to receive such
dividend, distribution or rights, or the net proceeds of the sale thereof, or to
give instructions for the exercise of voting rights at any such meeting, subject
to the provisions of the Deposit Agreement.



                                      A-5
<PAGE>

                                                                  Conformed copy

      Voting of Deposited Securities. Upon receipt of notice of any meeting of
holders of Deposited Securities, the Depositary will mail to the Holders of
Receipts a notice which will contain (a) such information as is contained in
such notice of meeting and (b) a statement that the Holders of Receipts at the
close of business on a specified record date will be entitled to instruct the
Depositary as to the exercise of voting rights, if any, pertaining to the amount
of Deposited Securities represented by their respective American Depositary
Shares, and a brief statement as to the manner in which such instructions may be
given. Upon the written request of a Holder of a Receipt or Receipts on such
record date, received on or before the date established by the Depositary for
such purpose, together with (i) such Holder's Receipt or Receipts for such
Shares as to which voting instructions are being given and (ii) such Holder's
instructions that such Receipt or Receipts are to be held in a blocked account
until the Shares represented by such Receipt or Receipts are voted, the
Depositary will endeavor insofar as practicable to vote or use to be voted the
amount of Deposited Securities represented by such Receipt or Receipts in
accordance with such instructions. The Depositary agrees not to vote the Shares
or other Deposited Securities represented by a Receipt unless it receives
instructions from the Holder of such Receipts,

      Changes Affecting Deposited Securities. Upon any change in par value,
split-up. consolidation or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation or sale of
assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary in exchange for or in conversion of or in
respect of Deposited Securities shall be treated as new Deposited Securities
under the Deposit Agreement, and the American Depositary Shares shall
thenceforth represent the new Deposited Securities so received in exchange or
conversion, unless additional Receipts are delivered pursuant to the following
sentence. In any such case the Depositary may with the Company's approval, and
shall if the Company shall so request, execute and deliver additional Receipts
as in the case of a stock dividend, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts.

      Reports; Inspection of Transfer Books. The Depositary will make available
for inspection by Holders of Receipts at its Principal office any reports and
communications received from the Company. Including any proxy soliciting
material, which are both (a) received by the Depositary as the holder of the
Deposited Securities, and (b) made generally available to the holders of such
Deposited Securities by the Company. The Depositary will also send to Holders of
Receipts copies of such reports when furnished by the Company as provided in the
Deposit Agreement. The Depositary will keep books for the registration of
Receipts and their transfer which at all reasonable times will be open or
inspection by the Holders of Receipts, provided that such inspection shall not
be for the purpose of communicating with Holders of Receipts in the interest of
a business or object other than the business of the Company or a matter related
to the Deposit Agreement or the Receipts.

      Liability of the Company and Depositary. Neither the Depositary nor the
Company shall incur any liability to any Holder of this Receipt, if by reason of
any provision of any present or future law of any country or of any governmental
authority or by reason of any provision, present or future, of the Articles of
Association of the Company, or by reason of any act of God or war or other
circumstance beyond its control, the Depositary or the Company shall be
prevented or forbidden from doing or performing any act or thing which by the
terms of the Deposit Agreement it is provided shall be done or performed.
Neither the Company nor the Depositary assumes any obligation or shall be
subject to any liability under the Deposit Agreement to Holders of Receipts,
except that they agree to use their best judgment and good faith in the
performance of such duties as in specifically set forth in the Deposit
Agreement. Neither the Depositary nor the Company shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense and liability, unless indemnity satisfactory
to it against all expense and liability be furnished as often as may be
required, and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of the Custodians being solely to the
Depositary. Neither the Depositary nor the Company shall be liable for any
action or non-action by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Holder
of a Receipt, or any other person believed by it in good faith to be competent
to give such advice or information. The Depositary will not be responsible for
any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any such vote is cast or effect of any
such vote, provided that any such action or non-action is in good faith. The


                                      A-6
<PAGE>

                                                                  Conformed copy

Depositary may own and deal in any class of securities of the Company and its
affiliates and in Receipts. The Company agrees to indemnify the Depositary and
each Custodian against, and hold each of them harmless from, any liability or
expense which may arise out of acts performed in accordance with the provisions
of the Deposit Agreement and of the Receipts, as the same may be amended,
modified of supplemented from time to time, (i) by either the Depositary or any
Custodian, except for any liability arising out of the negligence or bad faith
of either of them, or (ii) by the Company or any of its agents.

      Resignation and Removal of Depositary; Substitution of Custodian. The
Depositary may at any time resign as Depositary under the Deposit Agreement by
written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time appoint a substitute or additional custodian and the
term "Custodian" shall also refer to such substitute or additional custodian.

      Amendment of Deposit Agreement and Receipts. The Receipts and the Deposit
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary. Any amendment which shall impose or increase any
fees or charges (other than the fees of the Depositary for the execution and
delivery or the cancellation of Receipts and taxes or other governmental
charges), or which shall otherwise prejudice any substantial existing right of
Holders of Receipts, shall, however, not become effective as to outstanding
Receipts until the expiration of three months after notice of such amendment
shall have been given to the Holders of outstanding Receipts. Every Holder of a
Receipt at the time any amendment so becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by the Deposit Agreement at amended thereby. In no event shall any
amendment impair the right of the Holder hereof to surrender this Receipt and
receive therefor the Deposited Securities represented hereby.

      Termination of Deposit Agreement. The Depositary will at any time at the
direction of the Company terminate the Deposit Agreement by mailing notice of
such termination to the Holders of all Receipts then outstanding at least 30
days prior to the date fixed in such notice for such termination. The Depositary
may likewise terminate the Deposit Agreement at any time 60 days after the
Depositary shall have resigned, if a successor depositary shall not have been
appointed and accepted its appointment. If any Receipts shall remain outstanding
after the date of termination, the Depositary thereafter will discontinue the
registration of transfers of Receipts, will suspend the distribution of
dividends to the holders thereof, and will not give any further notices of
perform any further acts under the Deposit Agreement, except the collection of
dividends and other distributions pertaining to Deposited Securities, the sale
of rights and the delivery of Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the
sale of any rights or other property, in exchange for Receipts surrendered to
the Depository. At any time after the expiration of one year from the date of
termination, the Depositary may sell the Deposited Securities then held under
the Deposit Agreement and may thereafter hold the net proceeds of any such sale,
together with any other cash then held by it under the Deposit Agreement,
without liability for interest, for the pro rata benefit of the Holders of
Receipts not theretofore surrendered. After making such sale, the Depositary
shall be discharged from all obligations under the Deposit Agreement, except for
its obligations under Section 5.08 thereof and except to account for the claims
of Holders, as creditors of the Depositary, for such net proceeds and other
cash, after deducting, or charging, as the case may be, the foes of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Holder in accordance with the terms and conditions of this Deposit Agreement and
any applicable taxes or governmental charges or assessments. Upon the
termination of the Deposit Agreement, the Company shall be discharged from all
obligations under the Deposit Agreement, except for the Company's obligations
under Section 5.08 thereof.


                                      A-7
<PAGE>

                                                                  Conformed copy

      Available Information. The Company currently is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934 and accordingly
files certain reports with the Securities and Exchange Commission (the
"Commission"). Such reports and other information may be inspected and copied at
public reference facilities maintained by the Commission in Washington, D.C.


                                      A-8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(IV)
<SEQUENCE>5
<FILENAME>e604982_ex99-aiv.txt
<DESCRIPTION>AMENDED AND RESTATED DEPOSIT AGREEMENT
<TEXT>

                                 Exhibit (a)(iv)

<PAGE>

                                                                  Conformed copy

                      AMENDED & RESTATED DEPOSIT AGREEMENT

                                      AMONG

- --------------------------------------------------------------------------------

                     TELEFONAKTIEBOLAGET LM ERICSSON (publ.)

                                       AND

                                 CITIBANK, N,A.,
                                     As Depositary

                                       AND

                     HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

- --------------------------------------------------------------------------------

                         Dated as of September 26, 1995

- --------------------------------------------------------------------------------

<PAGE>

                               AMENDED & RESTATED
                                DEPOSIT AGREEMENT

      AMENDED & RESTATED DEPOSIT AGREEMENT dated as of September 26, 1995 among
TELEFONAKTIEBOLAGET LM ERICSSON, a public company incorporated under the laws of
Sweden (herein called the "Company"). CITIBANK, N.A., a national banking
association incorporated and existing under the laws of the United States of
America (herein galled the "Depositary"), and all Holders from time to time of
American Depositary Receipts issued hereunder (this "Deposit Agreement").

                                  WITNESSETETH:

      WHEREAS, the Company desires to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of B Shares (herein called "Shares"), of the
Company from time to time with the Depositary or with the principal Stockholm
office of either or both of Skandinaviska Enskilda Banken and Svenska
Handelsbanken (each herein called a "Custodian" and, together, the
"Custodians"), as agents of the Depositary for the purposes set forth in this
Deposit Agreement, for the creation of American Depositary Shares representing
the Shares so deposited and for the execution and delivery of American
Depositary Receipts in respect of the American Depositary Shares;

      WHEREAS, the American Depositary Receipts are to be substantially in the
form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement;

      WHEREAS, the Company and the Depositary executed that certain Deposit
Agreement dated as of May 17, 1983, as amended by that certain Amendment No. l
to Deposit Agreement dated as of September 20, 1990 and that certain Amendment
No. 2 to Deposit Agreement dated as of March 1, 1994 (as so amended, the
"Original Deposit Agreement"), in respect of the Company's B Shares for the
purposes set forth therein:

      WHEREAS, pursuant to Section 6.01 of the Original Deposit Agreement, the
Company and the Depositary deem it desirable to amend further and restate the
Original Deposit Agreement and the form of American Depositary Receipt annexed
thereto as Exhibit A and as hereinafter described, and to supersede same by the
terms of the Deposit Agreement set forth herein and the form of American
Depositary Receipt annexed hereto;

      NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties hereto as follows:

                                   ARTICLE I.
                                   DEFINITIONS

      The following definitions shall for all purposes, unless otherwise clearly
indicated, apply to the respective terms used in this Deposit Agreement:

      SECTION 1.01. The term "Company" shall mean Telefonaktiebolaget LM
Ericsson, a public company incorporated under the laws of Sweden, and its
successors.

<PAGE>

      SECTION 1.02. The term "Depositary" shall mean Citibank, N.A., a national
banking association incorporated and existing under the laws of the United
States of America, and any successor as depositary hereunder. The term
"Principal Office", when used with respect to the Depositary, shall be the
office of the Depositary which at the date of this Deposit Agreement is Ill Wall
Street, 5th Floor, New York, New York 10043.

      SECTION 1.03. The term "Custodian" shall mean the principal Stockholm
office either of Skandinaviska Enskilda Banken or of Svenska Handelsbanken, as
agent of the Depositary for the purposes of this Deposit Agreement, and any
other firm or corporation which may hereafter be appointed by the Depositary
pursuant to the terms of Section 5.05, as substitute or additional custodian or
custodians hereunder, as the context shall require and the term "Custodians"
shall mean all of them, collectively.

      SECTION 1.04. The term "Deposit Agreement" shall mean this Agreement, as
the same may be amended from time to time in accordance with the provisions
hereof.

      SECTION 1.05. The term "Shares" shall mean B Shares in registered form of
the Company, nominal value 2.5 Swedish kronor (Skr) each, heretofore validly
issued and outstanding and fully paid, non-assessable and free of any
pre-emption rights of the holders of outstanding Shares or hereafter validly
issued and outstanding and fully paid, non-assessable and free of any
pre-emption rights of the holders of outstanding Shares or interim certificates
representing such B Shares.

      SECTION 1.06. The term "Deposited Securities" as of any time shall mean
Shares at such time deposited or deemed to be deposited under this Deposit
Agreement and any and all other securities, property and cash received by the
Depositary or the Custodian in respect thereof and at such time held hereunder,
subject as to cash to the provisions of Section 4.05.

      SECTION 1.07. The term "Receipt" shall mean the American Depositary
Receipts issued hereunder representing American Depositary Shares.

      SECTION 1.08. The term "American Depositary Shares" shall mean the rights
represented by the Receipts issued hereunder and the interests in the Deposited
Securities represented thereby. Each American Depositary Share shall represent
one Share (or evidence of rights to receive a Share), until there shall occur a
distribution upon Deposited Securities covered by Section 4.03 or a change in
Deposited Securities covered by Section 4.08 with respect to which additional
Receipts are not executed and delivered, and thereafter American Depositary
Shares shall evidence the amount of Shares or Deposited Securities specified in
such Sections.

      SECTION 1.09. The term "Holder" shall mean the person in whose name a
Receipt is registered on the books of the Depositary maintained for such
purpose.

      SECTION 1.10. The term "Registrar" shall mean any bank or trust company
having an office in the Borough of Manhattan, The City of New York, which shall
be appointed to register Receipts and transfers of Receipts as herein provided.

      SECTION 1.11. The term "dollars" shall mean United States dollars. The
term "kronor" shall mean Swedish Kronor.

      SECTION 1.12. The term "Securities Act of 1933" shall mean the United
States Securities Act of 1933, as from time to time amended.


                                       2
<PAGE>

      SECTION 1.13. The term "Commission" shall mean the Securities and Exchange
Commission of the United States or any successor governmental agency in the
United Stares.

      SECTION 1.14. The term "VPC" shall mean Vardepapperscentralen VPC AB, a
company organized under the Swedish Companies Act of 1975, which carves out the
duties of registrar for the B Shares of the Company or any successor as
registrar for the B Shares of the Company.

      SECTION 1.15. The terms "deposit", "surrender", "deliver", "transfer," or
"withdraw" when used with respect to Shares, shall refer, where the context
requires, to an entry or entries or an electronic transfer or transfers in an
account or accounts maintained by institutions authorized under applicable law
to effect transfers of securities (which may but need not be the VPC), and not
to the physical transfer of certificates representing the Shares.

                                  ARTICLE II.
               FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND
                  DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

      SECTION 2.01. Form and Transferability of Receipts. Definitive Receipts
shall be engraved or printed or lithographed on steel-engraved borders and shall
be substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided. Such Receipts shall be executed by the Depositary by the
manual signature of a duly authorized officer of the Depositary; provided,
however, that such signature may be a facsimile if a Registrar for the Receipts
shall have been appointed and such Receipts are countersigned by the manual
signature of a duly authorized officer of the Registrar. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose, unless such Receipt shall have been executed by the Depositary
by the manual signature of a duly authorized officer or, if a Registrar shall
have been appointed, by the manual signature of a duly authorized officer of the
Registrar. The Depositary shall maintain books on which each Receipt so executed
and delivered as hereinafter provided and the transfer of each such Receipt
shall be registered. Receipts bearing the facsimile signature of a duly
authorized officer of the Depositary who was at any time a proper officer of the
Depositary shall bind the Depositary, notwithstanding that such officer has
ceased to hold such office prior to signature of the Registrar and delivery of
such Receipts or did not hold such office at the date of such Receipts.

      The Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or regulations thereunder or with the rules and
regulations of any securities exchange upon which Receipts may be listed or to
conform with any usage with, respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject by
reason of the date of issuance of the underlying Deposited Securities or
otherwise.


                                       3
<PAGE>

      Title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed or accompanied by proper instruments of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument; provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the Holder thereof as the
absolute owner thereof for the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in this Deposit Agreement and for all other purposes.

      SECTION 2.02. Deposit of Shares. Subject to the terms and conditions of
this Deposit Agreement, Shares or evidence of rights to receive Shares may be
deposited by delivery thereof to any Custodian hereunder, accompanied by any
appropriate instrument or instruments of transfer, or endorsement, in form
satisfactory to the Custodians, together with all such certifications, as may be
required by the Depositary or the Custodians in accordance with the provisions
of this Deposit Agreement, and together with a written order directing the
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order a Receipt or Receipts for the number of American
Depositary Shares representing such deposit. No Share shall be accepted for
deposit unless accompanied by evidence satisfactory to the Depositary that any
necessary approval has been granted by the governmental body in Sweden, if any,
which is then performing the function of the regulation of currency exchange. If
required by the Depositary, Shares presented for deposit at any time whether or
not the transfer books of the Company (or the appointed agent of the Company for
transfer and registration of Shares, which may but need not be the VPC) are
closed, shall also be accompanied by an agreement or assignment, or other
instrument satisfactory to the Depositary, which will provide for the prompt
transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or to receive other property which any person in whose name the Shares
are or have been recorded may thereafter receive upon or in respect of such
deposited Shares, or in lieu thereof, such agreement of indemnity or other
agreement as shall be satisfactory to the Depositary.

      At the request and risk and expense of any holder of Shares, and for the
account of such holder, the Depositary may receive certificates for Shares to be
deposited, together with the other instruments herein specified, for the purpose
of forwarding such Share certificates to the Custodian for deposit hereunder.

      Upon each delivery to a Custodian of a certificate or certificates for
Shares to be deposited hereunder, together with the other documents above
specified, such Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to the Company (or the
appointed agent of the Company for transfer and registration of Shares, which
may but need not be the VPC), for transfer and recordation of the Shares being
deposited in the name of the Depositary or its nominee, or such Custodian or its
nominee.

      Deposited Securities shall be held by the Depositary or by a Custodian for
the account and to the order of the Depositary or at such other place or places
as the Depositary shall determine.

      SECTION 2.03. Execution and Delivery of Receipts. Upon receipt by any
Custodian of any deposit pursuant to Section 2.02 hereunder (and in addition, if
the transfer books of the Company (or the appointed agent of the Company for the
transfer and registration of Shares, which may but need not be the VPC) or the


                                       4
<PAGE>

VPC are open, a proper acknowledgment or other evidence from the Company
satisfactory to the Depositary that any Deposited Securities have been recorded
upon the books of the Company (or the appointed agent of the Company for the
transfer and registration of Shares, which may but need not be the VPC) or the
VPC in the name of the Depositary or its nominee or such Custodian or its
nominee), together with the other documents required as above specified, such
Custodian shall notify the Depositary of such deposit and the person or persons
to whom or upon whose written order a Receipt or Receipts are deliverable in
respect thereof and the number of American Depositary Shares to be represented
thereby. Such notification shall be made by letter or, at the request and risk
and expense of the person making the deposit, by cable, telex or facsimile
transmission. Upon receiving such notice from such Custodian, the Depositary,
subject to the terms and conditions of this Deposit Agreement, shall execute and
deliver at its Principal Office to or upon the order of the person or persons
named in the notice delivered to the Depositary, a Receipt or Receipts,
registered in the name or names and representing any authorized number of
American Depositary Shares requested by such person or persons, but only upon
payment to the Depositary of the fee of the Depositary for the execution and
delivery of such Receipts or Receipts, and of all taxes and governmental charges
and fees payable in connection with such deposit and the transfer of the
Deposited Shares.

      SECTION 2.04. Transfer of Receipts; Combination and Split-up of Receipts.
The Depositary, subject to the terms and conditions of this Deposit Agreement,
shall register transfers on its transfer books from time to time of Receipts,
upon any surrender of a Receipt, by the Holder in person or by duly authorized
attorney, properly endorsed or accompanied by proper instruments of transfer,
and duly stamped as may be required by the laws of the State of New York and of
the United States of America. Thereupon the Depositary shall execute a new
Receipt or Receipts and deliver the same to or upon the order of the person
entitled thereto.

      The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipts or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, representing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.

      SECTION 2.05. Surrender of Receipts and Withdrawal of Shares. Upon
surrender at the Principal Office of the Depositary of a Receipt evidencing
American Depositary Shares for the purpose of withdrawal of the Deposited
Securities represented thereby, and upon payment of the fee of the Depositary
for the cancellation of Receipts, and subject to the terms and conditions of
this Deposit Agreement, the Holder of such Receipt shall be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities at the
time represented by such Receipt. Delivery of such Deposited Securities may be
made by the delivery of certificates to such Holder or as ordered by him. Such
delivery shall be made, as hereinafter provided, without unreasonable delay.

      A receipt surrendered for such purposes may be required by the Depositary
to be properly endorsed in blank or accompanied by proper instruments of
transfer in blank, and the Holder thereof shall execute and deliver to the
Depositary a written order directing the Depositary to cause the Deposited
Securities being withdrawn to be delivered to or upon the written order of a


                                       5
<PAGE>

person or persons designated in such order. Thereupon the Depositary shall
direct one (or more) of the Custodians to deliver at the Stockholm office of
such Custodian, subject to Sections 2.06, 3.01 and 3.02, and to the other terms
and conditions of this Deposit Agreement, to or upon the written order of the
person or persons designated in the order delivered to the Depositary as above
provided, the amount of Deposited Securities represented by such Receipt, except
that the Depositary may make delivery to such person or persons at the Principal
Office of the Depositary of any dividends or distributions with respect to the
Deposited Securities represented by such Receipt, or of any proceeds of sale of
any dividends, distributions or rights, which may at the time be held by the
Depositary.

      At the request, risk and expense of any Holder so surrendering a Receipt,
and for the account of such Holder, the Depositary shall direct the Custodian to
forward a certificate or certificates and other proper documents of title for
the Deposited Securities represented by such Receipt to the Depositary for
delivery at the Principal Office of the Depositary. Such direction shall be
given by letter or, at the request, risk and expense of such Holder, by cable,
telex or facsimile transmission.

      SECTION 2.06. Limitations on Execution and Delivery, Transfer and
Surrender of Receipts. As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination or surrender of any Receipt or
Withdrawal of any Deposited Securities, the Depositary or the Custodian may
require payment from the presentor of the Receipt of a sum sufficient to
reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee
with respect to Shares being deposited or withdrawn) and payment of any
applicable fees as herein provided, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary may
establish consistent with the provisions of this Deposit Agreement.

      The delivery of Receipts against deposits of Shares generally or against
deposits of particular Shares may be suspended, or the transfer of Receipts in
particular instances may be refused, or the transfer or surrender of outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary are closed, or if any such action is deemed necessary or
advisable by the Depositary or the Company at any time or from time to time
because of compliance with any requirement of applicable law or governmental
regulation relating to Receipts or to the withdrawal of any Deposited
Securities. Without limitation of the foregoing, the Depositary shall not
knowingly accept for deposit under this Deposit Agreement any Shares required to
be registered under the provisions of the Securities Act of 1933, unless a
registration statement is in effect as to such Shares.

      SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary shall execute and deliver a new
Receipt of like tenor, in exchange and substitution for such mutilated Receipt
upon cancellation thereof, or in lieu of and in substitution for such destroyed
or lost or stolen Receipt, upon the Holder thereof filing with the Depositary
(a) a request for such exchange and delivery before the Depositary has notice
that the Receipt has been acquired by a bona fide purchaser and (b) a sufficient
indemnity bond and satisfying any other reasonable requirements imposed by the
Depositary.


                                       6
<PAGE>

      SECTION 2.08. Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary shall be cancelled by the Depositary. The
Depositary is authorized to destroy Receipts so cancelled.

      SECTION 2.09. Pre-release; Lending of Shares and Receipts. Subject to the
further terms and provisions of this Section 2.09, the Depositary and its agents
may own and deal in any class of securities of the Company and its affiliates
and in Receipts. The Depositary may issue Receipts for evidence of rights to
receive Shares from the Company, or any custodian, registrar, transfer agent,
clearing agency or other entity involved in ownership or transaction records in
respect of the Shares. Such evidence of rights shall consist of written blanket
or specific guarantees of ownership of Shares furnished on behalf of the holder
thereof.

      The Depositary shall not issue Receipts against other rights to receive
Shares nor lend Shares or Receipts; provided, however, that, subject to the
second succeeding sentence, the Depositary may (i) issue Receipts prior to the
receipt of shares pursuant to Section 2.02 and (ii) deliver Shares prior to the
receipt and cancellation of Receipts pursuant to Section 2.05, including
Receipts which were issued under (i) above but for which Shares may not have
been received. The Depositary may receive Receipts in lieu of Shares under (i)
above and receive Shares in lieu of Receipts under (ii) above. Each such
transaction shall be (a) accompanied by (x) a written representation from the
Person to whom Receipts or Shares are to be delivered that such person, or its
customer, owns the Shares or Receipts to be remitted, as the case may be, or (y)
such evidence of ownership of Shares or Receipts, as the case may be, as the
Depositary deems appropriate (b) at all times fully collateralized (marked to
market daily) with cash, United States government securities or such other
collateral of comparable safety and liquidity as the Depositary deems
appropriate and the Company approves, (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
Depositary shall limit the number of Receipts and the amount of shares involved
in such transactions at any one time to thirty percent (30%) of the face amount
of the Receipts outstanding (without giving effect to Receipts outstanding under
(i) above), and thirty percent (30%) of the principal amount of the Shares
actually deposited hereunder, respectively. The Depositary shall also set limits
with respect to the number of Receipts and amount of Shares involved in
transactions to be effected hereunder with any one person on a case-by-case
basis as it reasonably deems appropriate.

      The Depositary may retain for its own account any compensation received by
it in connection with the foregoing. Such collateral held by the Depositary, but
not the earnings thereon, shall be held for the benefit of the Bolder only.

                                  ARTICLE III.
                             CERTAIN OBLIGATIONS OF
                               HOLDERS OF RECEIPTS

      SECTION 3.01. Filing Proofs, Certificates and Other Information. Any
person presenting Shares for deposit or any Holder of a Receipt may be required
from time to time to file such proof of citizenship or residence, exchange
control approval, or such information relating to the registration on the books
of the Company (or the appointed agent of the Company for transfer and
registration of Shares, which may but need not be the VPC) of the Shares
presented for deposit or other information, to execute such certificates and to


                                       7
<PAGE>

make such representations and warranties, as the Depositary may deem necessary
or proper. The Depositary may withhold the delivery or registration of transfer
of any Receipt or the distribution or sale of any dividend or other distribution
or rights or of the proceeds thereof or the delivery of any Deposited Securities
until such proof or other information is filed or such certificates are
executed.

      SECTION 3.02. Liability of Holder for Taxes. If any tax or other
governmental charge shall become payable with respect to any Deposited
Securities represented by any Receipt, such tax or other governmental charge
shall be payable by the Holder of such Receipt to the Depositary. The Depositary
may refuse to effect any transfer of such Receipt or any withdrawal of Deposited
Securities represented thereby until such payment is made, and may withhold any
dividends or other distributions, or may sell for the account of the Holder
thereof any part or all of the Deposited Securities represented by such Receipt,
and may apply such dividends or other distributions or the proceeds of any such
sale in payment of such tax or other governmental charge; the Holder of such
Receipt remaining liable for any deficiency.

      SECTION 3.03. Warranties on Deposit of Shares. Every person depositing
Shares under this Deposit Agreement shall be deemed thereby to represent and
warrant that such Shares and each certificate therefor are validly issued, fully
paid, non-assessable and free of any pre-emption rights of the holders of
outstanding Shares and that the person making such deposit is duly authorized so
to do. Such representations and warranties shall survive the deposit of Shares
and issuance of Receipts.

      SECTION 3.04. Disclosure of Interests. Notwithstanding any other
provisions of this Deposit Agreement, each Holder of Receipts agrees to comply
with the Company's Articles of Association, as they may be amended from time to
time, and the laws of Sweden with respect to disclosure requirements, if any,
regarding ownership of Deposited Securities and shares in and other securities
and debt obligations of the Company, all as if such Receipts were to the extent
practicable the Shares represented thereby.

      The Depositary shall, at the Company's request, send to any Holder
specified by the Company a notice requiring such Holder to notify the Depositary
as to whether any of such Holder's American Depositary Shares represented by any
of the Receipts held by or registered in the name of such Holder are being held,
directly or indirectly, for some person other than such Holder and, if so, the
name, address and citizenship of such other person or persons. Each Holder will
provide to the Depositary at the Depositary's Principal Office the information
requested in the Depositary's notice within five (5) business days after the
date of the notice and the Depositary shall forthwith furnish the Company with
the information provided. Should any Holder fail to provide the information
sought within such five (5) business days, the Depositary shall notify the
Company accordingly and, upon receipt of written instructions from the Company
to that effect, the Depositary shall:

      (a)   discontinue the registration of transfers of all Receipts registered
            in the name of such Holder;


                                       8
<PAGE>

      (b)   suspend the distribution of payments of dividends to such Holder;
            and

      (c)   not give any further notices to such Holder; until such information
            is provided pursuant to this Section 3.04.

                                  ARTICLE IV.
                            THE DEPOSITED SECURITIES

      SECTION 4.01. Cash Distributions. Whenever the Depositary shall receive
any cash dividend or other cash distribution by the Company on any Deposited
Securities, the Depositary shall, subject to the provisions of Section 4.05,
convert such dividend or distribution into dollars and shall distribute the
amount thus received to the Holders of Receipts entitled thereto, in proportion
to the number of American Depositary Shares representing such Deposited
Securities held by them respectively; provided, however, that in the event that
the Company or the Depositary shall be required to withhold and does withhold
from any cash dividend or other cash distribution in respect of any Deposited
Securities an amount on account of taxes, the amount distributed to the Holder
of Receipts for American Depositary Shares representing such Deposited
Securities shall be reduced accordingly. The Depositary shall distribute only
such amount, however, as can be distributed without attributing to any Holder of
a Receipt a fraction of one cent, and any balance not so distributable shall be
held by the Depositary (without liability for interest thereon) and shall be
added to and become part of the next sum received by the Depositary for
distribution to Holders of Receipts then outstanding. Each of the Company and
the Depositary and each of their respective agents, as appropriate, will remit
to the appropriate governmental authority or agency all amounts (if any)
withheld by it and owing to such authority or agency. The Depositary will
forward to the Company or its agent such information from its records as the
Company may reasonably request to enable the Company or its agent to file
necessary reports with governmental agencies, and either the Depositary or the
Company or its agent may file any such reports necessary to obtain benefits
under the applicable tax treaties for the Holders of Receipts.

      SECTION 4.02. Distribution Other Than Cash or Shares. Whenever the
Depositary shall receive any distribution other than cash or Shares upon any
Deposited Securities, the Depositary shall cause the securities or property
received by it to be distributed to the Holders of Receipts entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively in any manner that the Depositary
may deem equitable and practicable for accomplishing such distribution;
provided, however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Holders of Receipts entitled thereto,
or if for any other reason (including any requirement that the Company or the
Depositary withhold an amount on account of taxes) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, and the net proceeds of any such sale shall
be distributed by the Depositary to the Holders of Receipts entitled thereto as
in the case of a distribution received in cash.


                                       9
<PAGE>

      SECTION 4.03. Distribution in Shares. If any distribution upon any
Deposited Securities consists of a dividend in, or free distribution of, Shares,
the Depositary may with the Company's approval, and shall if the Company shall
so request, distribute to the Holders of outstanding Receipts entitled thereto,
in proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, additional Receipts for an
aggregate number of American Depositary Shares representing the amount of Shares
received as such dividend or free distribution. In lieu of delivering Receipts
for fractional American Depositary Shares in any such case, the Depositary shall
sell the amount of Shares represented by the aggregate of such fractions and
distribute the net proceeds, all in the manner and submit to the conditions
described in Section 4.02. If additional Receipts are not so distributed (except
as pursuant to the preceding sentence), each American Depositary Share shall
thenceforth also represent the additional Shares distributed upon the Deposited
Securities represented thereby.

      SECTION 4.04. Rights. In the event that the Company shall offer or cause
to be offered to the holders of any Deposited Securities any rights to subscribe
for additional Shares or any rights of any other nature, the Depositary shall
have discretion as to the procedure to be followed in making such rights
available to the Holders of Receipts or in disposing of such rights on behalf of
such Holders and making the net proceeds available in dollars to such Holders;
provided, however, that the Depositary will, if requested by the Company, take
action as follows:

                  (i) if at the time of the offering of any rights the
            Depositary determines that it is lawful and feasible to make such
            rights available to Holders of Receipts by means of warrants or
            otherwise, the Depositary shall distribute warrants or other
            instruments therefor in such form as it may determine to the Holders
            entitled thereto, in proportion to the number of American Depositary
            Shares representing such Deposited Securities, or employ such other
            method as it may deem feasible in order to facilitate the exercise,
            sale or transfer of rights by such Holders; or

                  (ii) if at the time of the offering of any rights the
            Depositary determines that it is not lawful or not feasible to make
            such rights available to Holders of Receipts by means of warrants or
            otherwise, or if the rights represented by such warrants or such
            other instruments are not exercised and appear to be about to lapse,
            the Depositary in its discretion may sell such rights or such
            warrants or other instruments at public or private sale, at such
            place or places and upon such terms as it may deem proper, and may
            allocate the proceeds of such sales for account of the Holders of
            Receipts otherwise entitled to such rights, warrants or other
            instruments, upon an averaged or other practicable basis without
            regard to any distinctions among such Holders because of exchange
            restrictions, or the date of delivery of any Receipt or Receipts, or
            otherwise.

      If registration under the Securities Act of 1933 of the securities to
which any rights relate is required in order for the Company to offer such
rights to Holders of Receipts and sell the securities represented by such
rights, the Depositary will not offer such rights to the Holders of Receipts
unless and until such a registration statement is in effect, or unless the
offering and sale of such securities to the Holders of such Receipts are exempt
from registration under the provisions of such Act.


                                       10
<PAGE>

      SECTION 4.05. Conversion of Foreign Currency. Whenever the Depositary
shall receive foreign currency, by way of dividends or other distributions or
the net proceeds from the sale of securities, property or rights, and if at the
time of the receipt thereof the foreign currency so received can in the judgment
of the Depositary be converted on a reasonable basis into dollars and the
resulting dollars transferred to the United States, the Depositary shall convert
or cause to be converted, by sale or in any other manner that it may determine,
such foreign currency into dollars, and such dollars shall be distributed to the
Holders of Receipts entitled thereto or, if the Depositary shall have
distributed any warrants or other instruments which entitle the holders thereof
to such dollars, then to the holders of such warrants and/or instruments upon
surrender thereof for cancellation. Such distribution may be made upon an
averaged or other practicable basis without regard to any distinctions among
Holders on account of exchange restrictions or otherwise.

      If such conversion or distribution can be effected only with the approval
or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.

      If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary is not convertible on a reasonable
basis into dollars transferable to the United States, or if any approval or
license of any government or agency thereof which is required for such
conversion is denied or in the opinion of the Depositary is not obtainable, or
if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or in its discretion may hold such
foreign currency for the respective accounts of, the Holders of Receipts
entitled to receive the same.

      If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some Holders of Receipts entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
dollars to the extent permissible to the Holders of Receipts entitled thereto
and may distribute the balance of the foreign currency received by the
Depositary to, or hold such balance for the account of, the Holders of Receipts
entitled thereto.

      SECTION 4.06. Fixing of Record Date. Whenever any cash dividend or other
cash distribution shall become payable or any distribution ,other than cash
shall be made, or whenever rights shall be issued with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of
holders of Shares or other Deposited Securities, the Depositary shall fix a
record date for the determination of the Holders of Receipts who shall be
entitled to receive such dividend, distribution or rights, or the net proceeds
of the sale thereof, or to give instructions for the exercise of voting rights
at any such meeting. Subject to the provisions of Sections 4.01 through 4.05 and
to the other terms and conditions of this Deposit Agreement, the Holders of
Receipts on such record date shall be entitled to receive the amount
distributable by the Depositary with respect to such dividend or other
distribution or such rights or the net proceeds of sale thereof in proportion to
the number of American Depositary Shares held by them respectively.


                                       11
<PAGE>

      SECTION 4.07. Voting of Deposited Securities. Upon receipt of notice of
any meeting of holders of Shares or other Deposited Securities, the Depositary
shall, as soon as practicable thereafter mail to the Holders of Receipts a
notice which shall contain (a) such information as is contained in such notice
of meeting, and (b) a statement that the Holders of Receipts at the close of
business on a specified record date will be entitled, subject to any applicable
provisions of Swedish law and of the Articles of Association of the Company, to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the amount of Shares or other Deposited Securities represented by
their respective American Depositary Shares. Upon the written request of a
Holder of a Receipt on such record date, received on or before the date
established by the Depositary for such purpose, together with (i) such Holder's
Receipt or Receipts for such Shares as to which voting instructions are being
given and (ii) such Holder's instructions that such Receipt or Receipts be held
in a blocked account until the Shares represented by such Receipt or Receipts is
voted, the Depositary shall endeavor in so far as practicable to vote or cause
to be voted the amount of Shares or other Deposited Securities represented by
such Receipt in accordance with the instructions set forth in such request. The
Depositary agrees not to exercise any voting rights or powers under any Shares
or other Deposited Securities represented by the American Depositary Shares
evidenced by any Receipt unless it has received such written instructions from
the Holder of such Receipt, and then only in accordance with such written
instructions.

      SECTION 4.08. Changes Affecting Deposited Securities. Upon any change in
nominal value, par value, split-up, consolidation or any other reclassification
of Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party,
any securities which shall be received by the Depositary or a Custodian in
exchange for or in conversion of or in respect of Deposited Securities shall be
treated as new Deposited Securities under this Deposit Agreement, and American
Depositary Shares shall thenceforth represent the new Deposited Securities so
received in exchange or conversion, unless additional Receipts are delivered
pursuant to the following sentence. In any such case the Depositary may with the
Company's approval, and shall if the Company shall so request, execute and
deliver additional Receipts as in the case of a dividend on the Shares, or call
for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.

      SECTION 4.09. Reports. The Depositary shall make available for inspection
by Holders of Receipts at its Principal Office any reports and communications,
including any proxy soliciting material, received from the Company which are
both (a) received by the (Depositary as the holder of the Deposited Securities
and (b) made generally available to the holders of such Deposited Securities by
the Company. The Depositary shall also send to Holders of Receipts copies of
such reports when furnished by the Company pursuant to Section 5.06.

      In addition, upon notice that the Company has not furnished the Commission
with any public reports, documents or other information as required by foreign
law or otherwise by the Securities Exchange Act of 1934, the Depositary shall
furnish promptly to the Commission copies of all annual or other periodic
reports and other notices or communications which the Depositary receives as
holder of the Deposited Securities from the Company and which are not so
furnished to or filed with the Commission pursuant to any other requirement of
the Commission. The Depositor shall also furnish to the Commission
semi-annually, beginning on or before six months after the effective date of any
registration statement filed with the Commission under the Securities Act of
1933 relating to the Receipts, the following information in tabular form:


                                       12
<PAGE>

            (1) The number of Shares represented by Receipts issued during the
      period covered by the report;

            (2) The number of Shares represented by Receipts retired during the
      period covered by the report;

            (3) The total amount of Shares represented by Receipts remaining
      outstanding at the end of the six-month period; and

            (4) The total number of Holders of Receipts at the end of the
      six-month period.

      The Depositary shall also furnish the name of each dealer known to the
Depositary depositing Shares against issuance of American Depositary Receipts
during the period covered by the report The Company shall furnish the Depositary
with the names of each dealer known to the Company and the Depositary shall
include in its report the names of such dealer or dealers which are supplied by
the Company.

      SECTION 4.10. Lists of Receipts Holders. Promptly upon request by the
Company, the Depositary shall furnish to it a list, as of a recent date, of the
names, addresses and holdings of American Depositary Shares by all persons in
whose names Receipts are registered on the books of the Depositary.

      SECTION 4.11. Power of Attorney. Each Holder, upon acceptance of a Receipt
issued in accordance with the terms hereof, hereby appoints the Depositary its
attorney-in-fact, with full power to delegate, to act on its behalf and to take
any and all steps or action provided for or contemplated herein with respect to
the Deposited Securities, including but not limited to those set forth in this
Article IV, and to take such further steps or action as the Depositary in its
sole discretion may deem necessary or appropriate to carry out the purposes of
this Deposit Agreement.

                                   ARTICLE V.
                         THE DEPOSITARY, THE CUSTODIANS
                                 AND THE COMPANY

      SECTION 5.01. Maintenance of Office and Transfer Books by Depositary.
Until termination of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain in the Borough of Manhattan, The City of New York,
facilities for the execution and delivery, registration, registration of
transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement. The Depositary or its agent agrees to register as a foreign
nominee for the purposes of this Agreement pursuant to the Swedish Law on
Simplified Securities Handling.


                                       13
<PAGE>

      The Depositary shall keep books for the registration of Receipts and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Holders of Receipts, provided that such inspection shall not be for the
purpose of communicating with Holders of Receipts in the interest of a business
or object other than the business of the Company or a matter related to this
Deposit Agreement or the Receipts.

      The Depositary may close the transfer books (a) with notice to the
Company, at any time or from time to time, when deemed expedient by it in
connection with the performance of its duties hereunder or (b) at the request of
the Company upon reasonable prior notice.

      If any Receipts or the American Depositary Shares represented thereby are
listed on one or more stock exchanges in the United States, the Depositary shall
act as Registrar or, with the approval of the Company, appoint a Registrar or
one or more co-registrars for registry of such Receipts in accordance with any
requirements of such exchange or exchanges. Such Registrar or co-registrars may
be removed and a substitute appointed by the Depositary upon the request or with
the approval of the Company.

      The Company shall have the right to inspect transfer and registration
records of the Depositary and any Registrar, co-transfer agent and co-registrar
kept in connection with the Depositary's obligations hereunder, make copies
thereof and require the Depositary, any Registrar and any co-transfer agents or
co-registrars to supply copies of such portions of such records as the Company
may request.

      SECTION 5.02. Prevention or Delay in Perform by the Depositary or the
Company. Neither the Depositary nor the Company shall incur any liability to any
Holder of any Receipt, if by reason of any provision of any present or future
law of the United States or Sweden or any other country, or of any other
governmental authority, or by reason of any provision, present or future, of the
Articles of Association of the Company, or by reason of any act of God or war or
other circumstances beyond its control, the Depositary or the Company shall be
prevented or forbidden from doing or performing any act or thing which by the
terms of this Deposit Agreement it is provided shall be done or performed; nor
shall the Depositary or the Company incur any liability to any Holder of a
Receipt by reason of any non-performance or delay, caused as aforesaid, in
performance of any act or thing which by the terms of this Deposit Agreement it
is provided shall, or may be done or Performed or by reason of any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement.

      SECTION 5.03. Obligations of the Depositary, the Custodian and the
Company. The Company assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Holders of Receipts, except that it
agrees to use its best judgment and good faith in the performance of its
obligations set forth in this Deposit Agreement.


                                       14
<PAGE>

      The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Holders of Receipts (including,
without limitation, liability with respect to the validity or worth of the
Deposited Securities), other than that it agrees to use its best judgment and
good faith in the performance of such duties as are specifically set forth in
this Deposit Agreement.

      Neither the Depositary nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the Receipts, which in its opinion
may involve it in expense or liability, unless indemnity satisfactory to it
against all expense and liability be furnished as often as may be required, and
the Custodian shall not be under any obligation whatsoever with respect to such
proceedings, the responsibility of the Custodian being solely to the Depositary.

      Neither the Depositary nor the Company shall be liable for any action or
non-action by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Holder of a
Receipt, or any other person believed by it in good faith to be competent to
give such advice or information.

      The Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which
any such vote is cast or effect of any such vote, provided that any such action
or non-action is in good faith.

      The Depositary may own and deal in any class of securities of the Company
and its affiliates and in Receipts.

      No disclaimer of liability under the Securities Act of 1933 is intended by
any provision of this Deposit Agreement.

      SECTION 5.04. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by written notice of its selection so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.

      The Depositary may at any time be removed by the Company by written notice
of such removal effective upon the appointment of a successor depositary and its
acceptance of such appointment as hereinafter provided.

      In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York. Every successor depositary shall
execute and deliver to its predecessor and to the Company an instrument in
writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor; but such
predecessor, nevertheless, upon payment of all sums due it and on the written
request of the Company shall execute and deliver an instrument transferring to
such successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right, title and interest in the Deposited
Securities to such successor, and shall deliver to such successor a list of the
Holders of all outstanding Receipts. Any such successor depositary shall
promptly mail notice of its appointment to the Holders of Receipts.


                                       15
<PAGE>

      Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

      SECTION 5.05. The Custodians. The Depositary has appointed the principal
Stockholm office of each of Skandinaviska Enskilda Banken and Svenska
Handelsbanken as custodians and agents of the Depositary for the purposes of
this Deposit Agreement. Skandinaviska Enskilda Banken and Svenska Handelsbanken
or their successors in acting hereunder shall be subject at all times and in all
respects to the directions of the Depositary and shall be responsible solely to
it. Any Custodian may resign and be discharged from its duties hereunder by
notice of such resignation delivered to the Depositary at least 30 days prior to
the date on which such resignation is to become effective. If upon such
resignation there shall be no Custodian acting hereunder, the Depositary shall,
promptly after receiving such notice, appoint a substitute custodian or
custodians, each of which shall thereafter be a Custodian hereunder. Whenever
the Depositary in its discretion determines that it is in the best interest of
the Holders of Receipts to do so, it may appoint a substitute or additional
custodian or custodians, which shall thereafter be one of the Custodians
hereunder. Upon demand of the Depositary any Custodian shall deliver such of the
Deposited Securities held by it as are requested of it to any other Custodian or
such substitute or additional custodian or custodians. Each such substitute or
additional custodian shall deliver to the Depositary forthwith upon its
appointment, an acceptance of such appointment satisfactory in the form and
substance to the Depositary. Immediately upon any such change, the Depositary
shall give notice thereof in writing to all Holders of Receipts. At no time,
however, shall there be more than two Custodians acting under this Agreement.

      Upon the appointment of any successor depositary hereunder, each Custodian
then acting hereunder shall forthwith become, without any further act or
writing, the agent hereunder of such successor depositary and the appointment of
such successor depositary shall in no way impair the authority of each Custodian
hereunder; but the successor depositary so appointed shall, nevertheless, on the
written request of any Custodian, execute and deliver to such Custodian all such
instruments as may be proper to give to such Custodian full and complete power
and authority as agent hereunder of such successor depositary.

      SECTION 5.06. Notices and Reports. On or before the first date on which
the Company gives notice, by publication or otherwise, of any meeting of holders
of Shares or other Deposited Securities, or of any adjourned meeting of such
holders, or of the taking of any action in respect of any cash or other
distributions or the offering of any rights, the Company agrees to transmit to
the Custodians a copy of the notice thereof in the form given or to be given to
holders of Shares or other Deposited Securities.

      The Depositary will, at the Company's expense, arrange for the prompt
transmittal by the Custodians to the Depositary of such notices and any other
reports and communications which are made generally available by the Company to
holders of its Shares, and arrange for the mailing, at the Company's expense, of
copies thereof to all Holders of Receipts.

      SECTION 5.07. Issuance of Additional Shares etc. The Company agrees that
in the event of any issuance of (1) additional Shares, (2) rights to subscribe
for Shares, (3) securities convertible into Shares, or (4) rights to subscribe


                                       16
<PAGE>

for such securities, the Company will promptly furnish to the Depositary a
written opinion from counsel for the Company in the United States, which counsel
shall be satisfactory to the Depositary, stating whether or not the
circumstances of such issue are such as to make it necessary for a Registration
Statement under the Securities Act of 1933 to be in effect prior to the delivery
of the Receipts to be issued in connection with such securities or the issuance
of such rights. If in the opinion of such counsel a Registration Statement is
required, such counsel shall furnish to the Depositary a written opinion as to
whether or not there is a Registration Statement in effect which will cover such
issuance of securities or rights.

      The Company agrees with the Depositary that neither the Company nor any
company controlled by the Company will at any time deposit any Shares, either
upon original issuance or upon a sale of Shares previously issued and reacquired
by the Company or by any company under its control, unless a Registration
Statement is in effect as to such Shares under the Securities Act of 1933.

      SECTION 5.08. Indemnification. The Company agrees to indemnify the
Depositary and the Custodian against, and hold each of them harmless from, any
liability or expense which may arise out of acts performed or omitted, in
accordance with the provisions of this Deposit Agreement and of the Receipts, as
the same may be amended, modified or supplemented from time to time, (i) by
either the Depositary or the Custodian, except for any liability or expense
arising out of the negligence or bad faith of either of them, or (ii) by the
Company or any of its agents.

      The Depositary agrees to indemnify the Company and hold it harmless from
any liability or expense which may arise out of acts performed or omitted by the
Depositary or its Custodian due to their negligence or bad faith.

      The obligations set forth in this Section 5.08 shall survive the
termination of this Deposit Agreement and the succession or substitution of any
person indemnified hereby.

      Any person seeking indemnification hereunder (an "indemnified person")
shall notify the person from whom it is seeking indemnification (the
"indemnifying person") of the commencement of any indemnifiable action or claim
promptly after such indemnified person becomes aware of such commencement
(provided that the failure to give such notification shall not affect such
indemnified person's rights otherwise than under this Section 5.08) and shall
consult in good faith with the indemnifying person as to the conduct of the
defense of such action or claim, which shall be reasonable in the circumstances.
No indemnified person shall compromise or settle any indemnifiable action or
claim without the consent of the indemnifying person, which consent shall not be
unreasonably withheld or delayed.

      SECTION 5.09. Expenses of the Depositary. Any and all expenses of the
Depositary, including, without limitation, the charges and expenses of the
Custodians under or in connection with this Deposit Agreement, other than those
fees expressed to be paid by the Holders in Exhibit B hereto, or as may be
agreed from time to time between the Company and the Depositary, will be borne
by the Depositary.


                                       17
<PAGE>

                                  ARTICLE VI.
                            AMENDMENT AND TERMINATION

      SECTION 6.01. Amendment. The form of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable. Any amendment which shall impose or increase any
fees or charges (other than the fees of the Depositary for the execution and
delivery of Receipts and taxes and other governmental charges), or which shall
otherwise prejudice any substantial existing right of Holders of Receipts,
shall, however, not become effective as to outstanding Receipts until the
expiration of three mouths after notice of such amendment shall have been given
to the Holders of outstanding Receipts. Every holder of a Receipt at the time
any amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby. In no event shall any amendment impair the right
of the Holder of any Receipt to surrender such Receipt and receive therefor the
Deposited Securities represented thereby.

      SECTION 6.02. Termination. The Depositary shall at any time at the
direction of the Company terminate this Deposit Agreement by mailing notice of
such termination to the Holders of all Receipts then outstanding at least 30 day
prior to the date fixed in such notice for such termination. The Depositary may
likewise terminate this Deposit Agreement if at any time 60 days shall have
expired after the Depositary shall have delivered to the Company a written
notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.04. If any
Receipts shall remain outstanding after the date of termination. the Depositary
thereafter shall discontinue the registration of transfers of Receipts, shall
suspend the distribution of dividends to the Holders thereof, and shall not give
any further notices or perform any further acts under this Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights as provided
in this Deposit Agreement, and shall continue to deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary. At any time after the expiration of
one year from the date of termination, the Depositary may sell the Deposited
Securities then held hereunder and may thereafter hold the net proceeds of any
such sale together with any other cash then held by it hereunder, without
liability for interest, for the pro rata benefit of the Holders of Receipts
which have not theretofore been surrendered. After making such sale, the
Depositary shall be discharged from all obligations under this Deposit
Agreement, except for its obligations under Section 5.08 hereof and except to
account for the claims of the Holders, as creditors of the Depositary, for such
net proceeds and other cash, after deducting or charging, as the case may be,
the fees of the Depositary for the surrender of a Receipt, any expenses for the
account of the Holder in accordance with the terms and conditions of this
Deposit Agreement and any applicable taxes or governmental charges or
assessments. Upon the termination of this Deposit Agreement, the Company shall
be discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary under Sections 5.08 hereof. Upon the termination
of this Deposit Agreement, the Company shall be discharged from all obligations
under this Deposit Agreement, except for the Company's obligations under Section
5.08 hereof.


                                       18
<PAGE>

                                  ARTICLE VII.
                                  MISCELLANEOUS

      SECTION 7.01. Restatement. This Deposit Agreement is an amended and
restated deposit agreement superseding, amending and replacing the Original
Deposit Agreement.

      SECTION 7.02. Counterparts. This Deposit Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of
such counterparts shall constitute one and the same instrument. Copies of this
Deposit Agreement shall be filed with the Depositary and the Custodians and
shall be open to inspection by any Holder of a Receipt during business hours.

      SECTION 7.03. No Third Party Beneficiaries. This Deposit Agreement is for
the exclusive benefit of the parties hereto and shall not be deemed to give any
legal or equitable right, remedy or claim whatsoever to any other person.

      SECTION 7.04. Severability. In case any one or more of the provisions
contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no wise be affected, prejudiced or disturbed thereby.

      SECTION 7.05. Holders Parties; Binding Effect. The Holders of Receipts
from time to time shall be parties to this Deposit Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts by acceptance
thereof.

      SECTION 7.06. Notices. Any and all notices to be given to the Company
shall be deemed to have been duly given it personally delivered or sent by mail
or cable, telex or facsimile transmission confirmed by letter, addressed to
Telefonaktiebolaget LM Ericsson (publ.), Telefonplan, S-126 25, Stockholm,
Sweden, or any other place to which the Company may have transferred its
principal office.

      Any and all notices to be given to the Depositary shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to Citibank, N.A., 111
Wall Street, 5th Floor, New York, New York 10043, or any other place to which
the Depositary may have transferred its principal Office.

      Any and all notices to be given to any Holder of a Receipt shall be deemed
to have been duly given if personally delivered or sent by mail or cable, telex
or facsimile transmission confirmed by letter, addressed to such Holder at the
address of such Holder as it appears on the transfer books for Receipts of the
Depositary, or, if such Holder shall have filed with the Depositary, a written
request that notices intended for such Holder be mailed to some other address,
at the address designated in such request.

      Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile remission) is deposited, postage prepaid, in a post-office


                                       19
<PAGE>

letter box. The Depositary or the company may, however, act upon any cable,
telex or facsimile transmission received by it from the other or from any Holder
of a Receipt, notwithstanding that such cable, telex or facsimile transmission
shall not subsequently be confirmed by letter as aforesaid.

      SECTION 7.07. Governing Law. This Deposit Agreement and the Receipts shall
be interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York.

      SECTION 7.08. Compliance with U.S. Securities Laws. Notwithstanding
anything in this Deposit Agreement to the contrary, each of the Company and the
Depositary agree that it will not exercise any rights it has under this Deposit
Agreement to prevent the withdrawal or delivery of Deposited Securities in a
manner which would violate the United States securities laws, including, without
being limited to, General Instruction I.A(l) to Form F-6 Registration Statement,
as amended from time to time, under the Securities Act of 1933.

      IN WITNESS WHEREOF, TELEFONAKTIEBOLAGET LM ERICSSON (publ.) and CITIBANK,
N.A. have duly executed this agreement as of the day and year first above set
forth and all Holders of Receipts shall become parties hereto upon acceptance by
them of Receipts issued in accordance with the terms hereof.

                                    TELEFONAKTIEBOLAGET LM ERICSSON (publ.)

                                    By: /s/ Lars Ramqvist
                                        ------------------------------------
                                        Name:  Lars Ramqvist
                                        Title: President and Chief Executive,
                                               Officer


                                    By: /s/ Erling Blomme
                                        ------------------------------------
                                        Name:  Erling Blomme
                                        Title: Senior Vice President and
                                               General Counsel


                                    CITIBANK, N.A.

                                    By: /s/ Jan Soderberg
                                        ------------------------------------
                                        Name:  Jan Soderberg
                                        Title: Vice President


                                       20
<PAGE>

                                    EXHIBIT A
                            [FORM OF FACE OF RECEIPT]

                           AMERICAN DEPOSITARY RECEIPT
                           AMERICAN DEPOSITARY SHARES
                                  representing
                              DEPOSITED B SHARES OF
                         TELEFONAKTIEBOLAGET LM ERICSSON
            (A public company incorporated under the laws of Sweden)

No.

      CITIBANK. N.A., a national banking association organized and existing
under the laws of the United States of America, as Depositary (herein called the
Depositary), hereby certifies that ______________ is the owner of
_________________ American Depositary Shares, representing deposited B Shares,
nominal value 2.5 Swedish kronor each (herein called Shares), of
TELEFONAKTIEBOLAGET LM ERICSSON, a public company incorporated under the laws of
Sweden (herein called the Company). At the date hereof, each American Depositary
share represents one Share (or evidence of rights to receive one Share)
deposited under the Deposit Agreement at the principal Stockholm office either
of Skandinaviska Enskilda Banken, or of Svenska Handelsbanken (herein called the
Custodian or, together, the Custodians). The address of the Depositary's
principal executive office is 111 Wall Street, New York, New York 10043.

      (1) The Deposit Agreement. This American Depositary Receipt is one of an
issue (herein called the Receipts), all issued and to be issued upon the terms
and conditions set forth in the Amended & Resealed Deposit Agreement dated as of
September 26, 1995 (herein called the Deposit Agreement, and which amends,
restates and supersedes that certain Deposit Agreement dated as of May 17, 1983
as amended by that certain Amendment No. 1 to Deposit Agreement dated as of
September 20, 1990 and that certain Amendment No. 2 to Deposit Agreement dated
as of March 1, 1994), by and among the Company, the Depositary and all Holders
from time to time of Receipts issued thereunder, each of whom by accepting a
Receipt agrees to become a party thereto and be bound by all the terms and
provisions thereof. The Deposit Agreement sets forth the rights of Holders of
the Receipts and the rights and duties of the Depositary in respect of the
Shares deposited thereunder and any and all other securities, property and cash
from time to time received in respect of such Shares and held thereunder (such
Sues, securities, property and cash are herein called Deposited Securities).
Copies of the Deposit Agreement are on file at the principal offices of the
Depositary and the Custodians. The statements made on the face and the reverse
of this Receipt are summaries of certain provisions of the Deposit Agreement and
are qualified by and subject to the detailed provisions of the' Deposit
Agreement, to which reference is hereby made. The terms "deposit", "surrender",
"deliver", "transfer" or "withdraw" when used with respect to Shares, shall
refer, where the context requires, to an entry or entries or an electronic
transfer or transfers in an account or accounts maintained by institutions
authorized under applicable law to effect transfers of securities (which may but
need not be the VPC (as defined in paragraph (3) below)), and not to the
physical transfer of certificates representing the Shares.


                                      A-1
<PAGE>

      (2) Surrender of Receipts and Withdrawal of Shares. Upon surrender at the
Principal Office of the Depositary of this Receipt, and upon payment of the fee
of the Depositary provided in paragraph (6) of this Receipt, and subject to the
terms and conditions of the Deposit Agreement, the Holder hereof is entitled to
delivery, to him or upon his order, of the Deposited Securities at the time
represented by the American Depositary Shares for which this Receipt is issued.
Delivery of such Deposited Securities may be made by the delivery of
certificates in the name of the Holder hereof or as ordered by him or by the
delivery of certificates endorsed or accompanied by proper instruments of
transfer. Such delivery will be made without unreasonable delay and, at the
option of the Holder hereof, either at the office of any Custodian or at the
Principal Office of the Depositary, provided that the forwarding of certificates
for Shares or other Deposited Securities for such delivery at the Principal
office of the Depositary in the Borough of Manhattan, The City of New York shall
be at the risk and expense of the Holder hereof.

      (3) Transfers, Split-ups and Combinations. This Receipt is transferable on
the books of the Depositary by the Holder hereof in person or by duly authorized
attorney, upon surrender of this Receipt properly endorsed or accompanied by
proper instruments of transfer and duly stamped as may be required by law;
provided, however, that the Depositary may close the transfer books, at any time
or from time to time, when deemed expedient by it in connection with the
performance of its duties under the Deposit Agreement. This Receipt may be split
into other Receipts or may be combined with other Receipts into one Receipt,
representing the same aggregate number of American Depositary Shares as the
Receipt or Receipts surrendered. As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination or surrender of any
Receipt or withdrawal of any Deposited Securities, the Depositary or the
Custodian may require payment of a sum sufficient to reimburse it for any tax or
other governmental charge and any stock transfer or registration fee with
respect thereto and payment of any applicable fees as provided in paragraph (6)
of this Receipt, may require the production of proof satisfactory to it as to
the identity and genuineness of any signature and may also require compliance
with such regulations, if any, as the Depositary may establish consistent with
the provisions of the Deposit Agreement.

      The Depositary may refuse to execute and deliver Receipts, register the
transfer of any Receipt, make any distribution of, or related to, Deposited
Securities until it has received such proof of citizenship, residence, exchange
control approval or other information as it may deem necessary or proper, The
delivery of Receipts against deposits of Shares generally may be suspended, or
the delivery of Receipts against the deposit of particular Shares may be
withheld, or the registration of transfer of Receipts in particular instances
may be refused, or the registration of transfers or surrenders of Outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary or the Company (or the appointed agent of the Company for
transfer and registration of Shares, which may but need not be the
Vardepapperscentralen VPC AB (the "VPC") or its successor as agent of the
Company for the transfer and registration for Shares) are closed, or if any such
action is deemed necessary or advisable by the Depositary or the Company at any
time or from time to time due to compliance with any requirement of applicable
law or governmental regulation relating to Receipts or to the withdrawal of any
Deposited Securities, Without limitation of the foregoing, the Depositary will
not knowingly accept for deposit under the Deposit Agreement any Shares which,
if sold by the holder thereof in the United Stares or its territories, would be
subject to the registration provisions of the Securities Act of 1933, unless a
registration statement is in effect as to such Shares.


                                      A-2
<PAGE>

      (4) Liability of Holder for Taxes. If any tax or other governmental charge
shall became payable with respects to any Deposited Securities represented
hereby, such tax or other governmental charge shall be payable by the Holder
hereof to the Depositary. The Depositary may refuse to effect any registration
of transfer of this Receipt or any withdrawal of Deposited Securities
represented hereby until such payment is made, and may withhold any dividends or
other distributions, or may sell for the account of the Holder hereof any part
or all of the Deposited Securities represented hereby, and may apply such
dividends or other distributions or the proceeds of any such sale in payment of
such tax or other governmental charge, the Holder hereof remaining liable for
any deficiency.

      (5) Warranties by Depositor. Every person depositing Shares under the
Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefor are valid and that the person making such
deposit is duly authorized so to do. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.

      (6) Charges of Depositary. The Depositary will charge the party to whom
Receipts are delivered against deposits, and the party surrendering Receipts for
delivery of Deposited Securities, $5.00 for each 100 American Depositary Shares
(or portion thereof) represented by the Receipts issued or surrendered. Any and
all expenses of the Depositary, including, without limitation, the charges and
expenses of the Custodians under or in connection with the Deposit Agreement,
other than those fees expressed to be paid by the Holders in the preceding
sentence, or as may be agreed from time to time between the Company and the
Depositary, will be borne by the Depositary, except (i) taxes and other
governmental charges, (ii) share transfer registration fees on deposits of
Shares, (iii) such cable, telex and facsimile transmission and delivery charges
as are expressly provided in the Deposit Agreement to be at the expense of
persons depositing Shares or Holders of Receipts, and (iv) such expenses as are
incurred by the Depositary in the conversion of foreign currency into dollars.

      (7) Title to Receipts. It is a condition of this Receipt, and every
successive Holder hereof by accepting or holding the same consents and agrees,
that title to this Receipt (and to the American Depositary Shares evidenced
hereby), 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; provided, however, that the Depositary, notwithstanding
any notice to the contrary, may treat the person in whose name this Receipt is
registered on the books of the Depositary as the absolute owner hereof for the
purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement, and for
all other purposes.

      (8) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose,
unless this Receipt shall have been executed by the Depositary by the mania!
signature of a duly authorized officer or, if a Registrar for the Receipts shall
have been appointed, by the manual signature of a duly authorized officer of
such Registrar.


                                      A-3
<PAGE>

      (9) Pre-release. Pursuant to the Deposit Agreement, the Depositary may
issue Receipts for evidence of rights to receive Shares from the Company, or any
Custodian, Registrar, transfer agent, clearing agency or other entity involved
in ownership records or transaction records in respect of the Shares. Such
evidence of rights is required to consist of written blanket or specific
guarantees of ownership of Shares furnished on behalf of the holder thereof. The
Depositary is not permitted to lend Shares or Receipts; except that the
Depositary may (i) issue Receipts prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the
receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit
Agreement, including Receipts which were issued under (i) above but for which
Shares may not have been received. The Depositary may receive Receipts in lieu
of Shares under (i) above and receive Shares in lieu of Receipts under (ii)
above. The Depositary is required to cause each such transaction to be (a)
accompanied by (x) a written representation from the person to whom Receipts or
Shares are to be delivered that such person, or its customer, owns the Shares or
Receipts to be remitted as the case may be, or (y) such other evidence of
ownership of shares or Receipts, as the case may be, as the Depositary deems
appropriate. (b) at all times fully collateralized (marked to market daily) with
cash, United States Government securities or other collateral of comparable
safety and liquidity, (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. Pursuant to the Deposit
Agreement, the Depositary has agreed to limit the number of -Receipts and Shares
involved in such transactions at any one time to thirty percent (30%) of the
face amount of Receipts outstanding (without giving effect to Receipts
outstanding under (i) above), or principal amount of Shares actually deposited
under the Deposit Agreement, respectively. Pursuant to the Deposit Agreement,
the Depositary is required to set limits with respect to the number of Receipts
and Shares involved in such transactions with any one person of a case-by-case
basis as it deems appropriate. Pursuant to the Deposit Agreement collateral (but
not any earnings thereon) is required to be held for the benefit of the Holder
only. The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.

      (10) Power of Attorney. The Holder hereby agrees that, upon acceptance of
this Receipt issued in accordance with the, terms of the Deposit Agreement, the
Holder appoints the Depositary its attorney-in-fact, with full power to
delegate, to act on its behalf and to take any and all steps or action provided
for or contemplated herein and in the Deposit Agreement with respect to the
Deposited Securities, including but not limited to those set forth in Article IV
of the Deposit Agreement, and to take such further steps or action as the
Depositary in its sole discretion may deem necessary or appropriate to carry out
the purposes hereof and of the Deposit Agreement.

      (11) Disclosure of Interest. The Holder of this Receipt agrees to comply
with the Company's Articles of Association, as they may be amended from time to
time, and the laws of Sweden, with respect to disclosure requirements, if any,
regarding ownership of Deposited Securities and shares in and other securities
and debt obligations of the Company, all as if this Receipt were to the extent
practicable the Shares represented hereby.

      The Depositary shall, at the Company's request, send to any Holder
specified by the Company a notice requiring such Holder to notify the Depositary
as to whether any of such Holder's American Depositary Shares represented by any
of the Receipts held by or registered in the name of such Holder are being held,


                                      A-4
<PAGE>

directly or indirectly, for some person other than such Holder and, if so, the
name, address and citizenship of such other person or persons. Each Holder will
provide to the Depositary at the Depositary's Principal Office the information
requested in the Depositary's notice within five (5) business days after the
date of the notice and the Depositary shall forthwith furnish the Company with
the information provided. Should any Holder fail to provide the information
sought within such five (5) business days, the Depositary shall notify the
Company accordingly and, upon receipt of written instructions from the Company
to that effect, the Depositary shall (i) discontinue the registration of
transfers of all Receipts registered in the name of such Holder; (iii) suspend
the distribution of payments of dividends to such Holder; and (iii) not give any
further notices to such Holder; until such information is provided pursuant to
Section 3.04 of the Deposit Agreement.

      (12) Compliance with U.S. Securities Laws. Pursuant to the Deposit
Agreement, the Company and the Depositary are required to exercise any rights
they have under the Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a mariner which would not violate the United States
securities laws, including, without being limited to, General Instruction I.
A(1) to Form F-6 Registration Statement, as amended from time to time, under the
Securities Act of 1933.

Dated:

Countersigned                       CITIBANK, N.A,,
                                      as Depositary

By  ............................    By  ................................
.................................    ....................................
Authorized Officer                                            Vice President

      The address of the Principal Office of the Depositary is 111 Wall Street,
5th Floor, New York, New York 10043.


                                      A-5
<PAGE>

                           [FORM OF REVERSE OF RECEII]

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

      Dividends and Distributions; Rights. Whenever the Depositary shall receive
any cash dividend or other cash distribution on the Deposited Securities, the
Depositary will, if at the time of receipt thereof any amounts received in a
foreign currency can in the judgment of the Depositary be Converted on a
reasonable basis into United States dollars transferable to the United States
and, subject to the provisions of the Deposit Agreement, convert such dividend
or distribution into United States dollars and will distribute the amount thus
received to the Holders of Receipts entitled thereto, in proportion to the
number of American Depositary Shares representing such Deposited Securities held
by them respectively; provided, however, that the amount distributed, will be
reduced by any amounts required to be withheld by the Company or the Depositary
on account of taxes. If in the judgment of the Depositary amounts received in
foreign currency may not be converted on a reasonable basis into United States
dollars transferable to the United States, or may not be so convertible for all
of the Holders of Receipts entitled thereto, the Depositary may in its
discretion make such conversion, if any and distribution in United States
dollars to the extent permissible to the Holders of Receipts entitled thereto
and may distribute the balance of the foreign currency received and not so
convertible by the Depositary to, or hold such balance for the account of, the
Holders of Receipts entitled thereto. If in the opinion of the Depositary any
distribution other than cash or Shares upon any Deposited Securities cannot be
made proportionately among the Holders of Receipts entitled thereto, or if for
any other reason the Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it may deem equitable for the purpose of
effecting such distribution, including the sale (at public or private sale) of
the securities or property thus received, or any part thereof, and the net
proceeds of any such sale will be distributed by the Depositary to the Holders
of Receipts entitled thereto as in the case of a distribution received in cash.
If any distribution upon any Deposited Securities consists of a dividend in, or
free distribution of, Shares, the Depositary may with the Company's approval,
and shall if the Company shall so request, distribute to the Holders of
outstanding Receipts entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively, additional Receipts for an aggregate number of American Depositary
Shares representing the number of Shares received as such dividend or free
distribution. In lieu of delivering Receipts for fractional American Depositary
Shares in any such case, the Depositary may sell the number of Shares
represented by the aggregate of such fractions and distribute the net proceeds,
converted into United States dollars if not in such dollars (if such conversion
may in the judgment of the Depositary be achieved on a reasonable basis), to the
Holders of Receipts entitled thereto. If additional Receipts are not so
distributed (except as pursuant to the preceding sentence), each American
Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited securities represented thereby. In the event that
the Company shall offer or cause to be offered to the holders of any Deposited
Securities any rights to subscribe for additional Shares or any rights of any
nature, the Depositary shall have discretion as to whether such rights are to be
made available to the Holders of Receipts; provided, however, that the
Depositary will, if requested by the Company, either (a) make such rights
available to Holders of Receipts by means of warrants or otherwise, if lawful
and feasible, or (b) if making such rights available is not lawful or not
feasible, or if the rights represented by such warrants or other instruments are


                                      A-6
<PAGE>

not exercised and appear to be about to lapse, sell such or warrants or other
installments at public or private sale, at such place or places and upon such
terms as the Depositary may deem proper, and allocate the proceeds of such sales
for account of the Holders of Receipts otherwise entitled thereto upon an
averaged or other practicable basis without regard to any distinctions among
such Holders because of exchange restrictions, or the date of delivery of any
Receipt or Receipts, or otherwise.

      Record Dates. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or whenever
rights shall be issued with respect to the Deposited Secures, or whenever the
Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, the Depositary will fix a record date for the
determination of the Holders of Receipts who shall be entitled to receive such
dividend, distribution or rights, or the net proceeds of the sale thereof, or to
give instructions for the exercise of voting rights at any such meeting, subject
to the provisions of the Deposit Agreement.

      Voting of Deposited Securities. Upon receipt of notice of any meeting of
holders of Deposited Securities, the Depositary will mail to the Holders of
Receipts a notice which will contain (a) such information as is contained in
such notice of meeting and (b) a statement that the Holders of receipts at the
close of business on a specified record date will be entitled to instruct the
Depositary as to the exercise of voting rights, if any, pertaining to the amount
of Deposited Securities represented by their respective American Depositary
Shares, and a brief statement as to the manner in which such instructions may be
given. Upon the written request of a Holder of a Receipt or Receipts on such
record date, received on or before the date established by the Depositary for
such purpose, together with (1) such Holder's Receipt or Receipts for such
Shares as to which voting instructions are being given and (ii) such Holder's
instructions that such Receipt or Receipts are to be held in a blocked account
until the Shares represented by such Receipt or Receipts are voted, the
Depositary will endeavor insofar as practicable to vote or cause to be voted the
amount of Deposited Securities represented by such Receipt or Receipts in
accordance with such instructions. The Depositary agrees not to vote the Shares
or other Deposited Securities represented by a Receipt unless it receives
instructions from the Holder of such Receipts.

      Changes Affecting Deposited Securities. Upon any change in par value,
split up, consolidation or any other reclassification of Deposited Securities or
upon any recapitalization, reorganization, merger or consolidation or sale of
assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary in exchange for or in conversion of or in
respect of Deposited Securities shall be treated as new Deposited Securities
under the Deposit Agreement, and the American Depositary Shares shall
thenceforth represent the new Deposited Securities so received in exchange or
conversion, unless additional Receipts are delivered pursuant to the following
sentence. In any such case the Depositary may with the Company's approval, and
shall if the Company shall so request, execute and deliver additional Receipts
as in the case of a stock dividend, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts.

      Reports; Inspection of Transfer Books. The Depositary will make available
for inspection by Holders of Receipts at its Principal office any reports and
communications received from the Company, including any proxy soliciting


                                      A-7
<PAGE>

material, which are both (a) received by the Depositary as the holder of the
Deposited Securities, and (b) made generally available to the holders of such
Deposited Securities by the Company. The Depositary will also send to Molders of
Receipts copies of such reports when furnished by the Company as provided in the
Deposit Agreement, The Depositary will keep books for the registration of
Receipts and their transfer which at all reasonable times will be open for
inspection by the Holders of Receipts. provided that such inspection shall not
be for the purpose of communicating with Holders of Receipts in the interest of
a business or object other than the business of the Company or a matter related
to the Deposit Agreement or the Receipts.

      Liability of the Company and Depositary. Neither the Depositary nor the
Company shall incur any liability to any Holder of this Receipt, if by reason of
any provision of any present or future law of any country or of any governmental
authority, or by reason of any provision, present or future, of the Articles of
Association of the Company, or by reason of any act of God or war or other
circumstance beyond its control, the Depositary or the Company shall be
prevented or forbidden from doing or performing any act or thing which by the
terms of the Deposit Agreement it is provided shall be done or performed.
Neither the Company nor the Depositary assumes any obligation or shall be
subject to any liability under the Deposit Agreement to Holders of Receipts,
except that they agree to use their best judgment and good faith in the
performance of such duties as are specifically set forth in the Deposit
Agreement. Neither the Depositary nor the Company shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense and liability, unless indemnity satisfactory
to it against all expense and liability be furnished as often as may be
required, and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of the Custodians being solely to the
Depositary. Neither the Depositary nor the Company shall be liable for any
action or non-action by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Holder
of a Receipt, or any other person believed by it in good faith to be competent
to give such advice or information. The Depositary will not be responsible for
any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any such vote is cast or effect of any
such vote, provided that any such action or non-action is in good faith. The
Depositary may own and deal in any class of securities of the Company and its
affiliates and in Receipts. The Company agrees to indemnify the Depositary and
each Custodian against, and hold each of them harmless from, any liability or
expense which may arise out of acts performed in accordance with the provisions
of the Deposit Agreement and of the Receipts, as the same may be amended,
modified or supplemented from time to time, (i) by either the Depositary or any
Custodian, except for any liability arising out of the negligence or bad faith
of either of them, or (ii) by the Company or any of its agents.

      Resignation and Removal of Depositary; Substitution of Custodian. The
Depositary may at any time resign as Depositary under the Deposit Agreement by
written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time appoint a substitute or additional custodian and the
term "Custodian" shall also refer to such substitute or additional custodian.


                                      A-8
<PAGE>

      Amendment of Deposit Agreement and Receipts. The Receipts and the Deposit
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary. Any amendment which shall impose or increase any
fees or charges (other than the fees of the Depositary for the execution and
delivery or the cancellation of Receipts and taxes or other governmental
charges), or which shall otherwise prejudice any substantial existing right of
Holders of Receipts, shall, however, not became effective as to outstanding
Receipts until the expiration of three months after notice of such amendment
shall have been given to the Holders of outstanding Receipts. Every Holder of a
Receipt at the time any amendment so becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by the Deposit Agreement as amended thereby. In no event shall any
amendment impair the right of the Holder hereof to surrender this Receipt and
receive therefor the Deposited Securities represented hereby.

      Termination of Deposit Agreement. The Depositary will at any time at the
direction of the Company terminate the Deposit Agreement by mailing notice of
such termination to the Holders of all Receipts then outstanding at least 30
days prior to the date fixed in such notice for such termination. The Depositary
may otherwise terminate the Deposit Agreement at any time 60 days after the
Depositary shall have resigned, if a successor depositary shall not have been
appointed and accepted its appointment. If any Receipts shall remain outstanding
after the date of termination, the Depositary thereafter will discontinue the
registration of transfers of Receipts, will suspend the distribution of
dividends to the holders thereof, and will not give any further notices or
perform any further acts under the Deposit Agreement, except the collection of
dividends and other distributions pertaining to Deposited Securities, the sale
of rights and the delivery of Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the
sale of any rights or other property, in exchange for Receipts surrendered to
the Depositary. At any time after the expiration of one year from the date of
termination, the Depositary may sell the Deposited Securities then held under
the Deposit Agreement and may thereafter hold the net proceeds of any such sale,
together with any other cash then held by it under the Deposit Agreement,
without liability for interest, for the pro rata benefit of the Holders of
Receipts not theretofore surrendered. After making such sale, the Depositary
shall be discharged from all obligations under the Deposit Agreement, except for
its obligations under Section 5.08 thereof and except to account for the claims
of Holders, as creditors of the Depositary, for such net proceeds and other
cash, after deducting, or charging, as the case may be, the fees of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Holder in accordance with the terms and conditions of this Deposit Agreement and
any applicable taxes or governmental charges or assessments. Upon the
termination of the Deposit Agreement, the Company shall be discharged from all
obligations under the Deposit Agreement, except for the Company's obligations
under Section 5.08 thereof.

      Available Information. The Company currently is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934 and accordingly
files certain reports with the Securities and Exchange Commission (the


                                      A-9
<PAGE>

"Commission") Such reports and other information may be inspected and copied at
public reference facilities maintained by the Commission in Washington, D.C.


                                      A-10
<PAGE>

                                                                  Conformed copy
                                    EXHIBIT B

                            CHARGES OF THE DEPOSITARY

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
     Service                            Rate                                By Whom Paid
- ------------------------------------------------------------------------------------------------------------------
<C>                                     <C>                                 <C>
(1)  Receipt of deposits and issuance   $5 per 100 American Depositary      Party to whom Receipts are issued
     of Receipts                        Shares or fraction thereof
- ------------------------------------------------------------------------------------------------------------------
(2)  Delivery of deposited Shares       $5 per 100 American Depositary      Party surrendering Receipts
     against surrender of Receipts      Shares or fraction thereof
- ------------------------------------------------------------------------------------------------------------------
(3)  Payments of Dividends              No charge                           Not applicable
     Distributions or Rights Offering
     in respect of Shares
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

      Except as otherwise provided in the Deposit Agreement, any and all other
expenses of the Depositary, including, without limitation, expenses or charges
for printing, stationery, postage, insurance, cables, etc., are to be borne by
the Depositary, or by the Company in accordance with agreements entered into
from time to time with the Company.


                                       B-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)
<SEQUENCE>6
<FILENAME>e604982_ex99-b.txt
<DESCRIPTION>SUPPLEMENTAL LETTER AGREEMENT
<TEXT>

                                   Exhibit (b)

<PAGE>

                                                             September, 25, 2007


Telefonakitiebolaget LM Ericsson (publ)
Torshamndgatan 23, KISTA
164 83 Stockholm
Sweden

Attn:  Ms. Anna Surtevall

            Telefonaktiebalaget LM Ericsson (publ) - Direct Registration System
            for ADSs evidenced by Ordinary Shares

Ladies and Gentlemen:

      Reference is made to the Amended and Restated Deposit Agreement, dated as
of September 26, 1995, as amended by Amendment No. 1, dated as of February 10,
1997 and as further amended by Amendment No. 2, dated as of October 23, 2002,
(the "Deposit Agreement"), by and among Telefonaktiebolaget LM Ericsson (publ)
(the "Company"), Citibank, N.A., as Depositary (the "Depositary"), and all
Holders and Beneficial Owners from time to time of American Depositary Receipts
("ADRs") evidencing American Depositary Shares ("ADSs") issued thereunder, each
ADS representing ten (10) B Shares (the "Shares") of the Company. Capitalized
terms used herein without definition shall have the meaning assigned thereto in
the Deposit Agreement.

      The purpose of this letter agreement is to supplement the Deposit
Agreement to enable the establishment by the Depositary of a "direct
registration system" (the "DR System") for ADSs and the issuance by the
Depositary of "uncertificated ADSs" as part of the DR System. In order to enable
such issuance of "uncertificated ADSs", the Company and the Depositary agree as
follows:

      1. Notwithstanding any provision of the Deposit Agreement, the Depositary
may, at any time and from time to time, issue ADSs that are not evidenced by
ADRs (such ADSs, the "Uncertificated ADSs", and the ADSs evidenced by ADRs, the
"Certificated ADSs");

      2. Uncertificated ADSs shall not be represented by any instrument(s) but
shall be evidenced only by the registration of "uncertificated securities" on
the books and records of the Depositary maintained for such purpose. Any
reference to Holders of ADR(s) or ADS(s) in the Deposit Agreement shall, in the
context of the Uncertificated ADSs, refer to the person(s) in whose name the
Uncertificated ADSs are registered on the books of the Depositary maintained for
such purpose;

      3. Holders of Uncertificated ADSs that are not subject to any registered
pledges, liens, restrictions or adverse claims, of which the Depositary has
written notice at such time, shall at all times have the right to exchange the
Uncertificated ADSs (or any portion thereof) for Certificated ADSs of the same
type and class, subject in each case to applicable laws and any rules the
Depositary may establish in respect of the Uncertificated ADSs;


                                       1
<PAGE>

      4. Holders of Certificated ADSs shall, so long as the Depositary maintains
the DR System for the ADSs, have the right to exchange the Certificated ADSs (or
any portion thereof) for Uncertificated ADSs upon (i) the due surrender of the
Certificated ADSs to the Depositary for such purpose, and (ii) the presentation
of a written request to such effect to the Depositary, subject in each case to
(a) all liens and restrictions noted on the ADR evidencing the Certificated
ADS(s) and all adverse claims of which the Depositary then has written notice,
(b) the terms of the Deposit Agreement (as supplemented by this letter
agreement) and the rules that the Depositary may establish from time to time for
such purposes thereunder; and (c) applicable law.

      5. Uncertificated ADSs shall in all material respects be identical to
Certificated ADSs of the same type and class, except that (i) no ADR(s) shall
be, nor shall need to be, issued to evidence Uncertificated ADSs, (ii)
Uncertificated ADSs shall, subject to the terms of the Deposit Agreement (as
supplemented by this letter agreement), be transferable upon the same terms and
conditions as uncertificated securities under New York law, (iii) each Holder's
ownership of Uncertificated ADSs shall be recorded on the books and records of
the Depositary maintained for such purpose and evidence of such Holder's
ownership shall be reflected in periodic statements provided by the Depositary
to each such Holder in accordance with applicable law, (iv) the Depositary may
from time to time, upon notice to the Holders of Uncertificated ADSs affected
thereby, establish rules and amend or supplement existing rules, as may be
deemed reasonably necessary to maintain the DR System and for the issuance of
Uncertificated ADSs on behalf of Holders, provided that such rules do not
conflict with the terms of the Deposit Agreement (as supplemented by this letter
agreement) and applicable law, (v) the Holder of Uncertificated ADSs shall not
be entitled to any benefits under the Deposit Agreement (as supplemented by this
letter agreement) and such Holder's Uncertificated ADSs shall not be valid or
enforceable for any purpose against the Depositary or the Company unless such
Holder is registered on the books and records of the Depositary maintained for
such purpose, (vi) the Depositary may, in connection with any deposit of Shares
resulting in the issuance of Uncertificated ADSs and with any transfer, pledge,
release and cancellation of Uncertiflcated ADSs, require the prior receipt of
such documentation as the Depositary may reasonably request, and (vii) upon
termination of the Deposit Agreement (as supplemented by this letter agreement),
the Depositary shall not require Holders of Uncertificated ADSs to affirmatively
instruct the Depositary before remitting proceeds from the sale of the Deposited
Securities represented by such Holders' Uncertificated ADSs under the terms of
Section 6.02 of the Deposit Agreement;

      6. When issuing ADSs under the terms of the Deposit Agreement, including,
without limitation, issuances pursuant to Sections 4.03 and 4.04 thereof, the
Depositary may in its discretion determine to issue Uncertificated ADSs rather
than Certificated ADSs, unless otherwise specifically instructed in writing by
the applicable Holder to issue Certificated ADSs;

      7. Holders of Uncertificated ADSs may request the sale of ADSs through the
Depositary, subject to the terms and conditions generally applicable to the sale
of ADSs through the Depositary. A copy of the terms and conditions as in effect
on the date hereof is attached hereto as Exhibit A provided that for LM
Ericsson's holders, the service fee will be $10.00 not the $15.00 as stated in
the brochure. Holders of Uncertificated ADSs requesting the sale of all or a
portion of such Uncertificated ADSs will be charged fees for the processing of
such sale (currently consisting of a service fee of $10.00, plus a processing
fee of $0.12 per Uncertificated ADS sold). Fees may be changed at any time and
will be deducted from the proceeds of the sale of Uncertificated ADSs;


                                       2
<PAGE>

      8. All provisions and conditions of the Deposit Agreement shall apply to
Uncertificated ADSs to the same extent as to Certificated ADSs, except as
contemplated herein. The Depositary is authorized and directed to take any and
all actions, and establish any and all procedures, deemed reasonably necessary
to give effect to the terms hereof. Any references in the Deposit Agreement or
any ADR(s) to the terms "American Depositary Share(s)" or "ADS(s)"' shall,
unless the context otherwise requires, include Certificated ADS(s) and
Uncertificated ADS(s), individually or collectively, as the context may require;

      9. Except as set forth herein and except as required by applicable law,
the Uncertificated ADSs shall be treated as ADSs issued and outstanding under
the terms of the Deposit Agreement (as supplemented by this letter agreement).
In the event that, in determining the rights and obligations of parties to the
Deposit Agreement (as supplemented by this letter agreement) with respect to any
Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit
Agreement and (b) the terms hereof, the terms and conditions set forth herein
shall be controlling and shall govern the rights and obligations of the parties
to the Deposit Agreement pertaining to the Uncertificated ADSs; and

      10. This letter agreement shall be interpreted under, and all the rights
and obligations hereunder shall be governed by, the laws of the State of New
York without regard to the principles of choice of law thereof.

      In addition, the Company and the Depositary agree that (i) the terms
hereof supplement the Deposit Agreement, and do not prejudice any substantial
existing rights of Holders of ADSs and, as a result, notice may but does not
need to be given of the terms hereof to Holders of ADSs, and (ii) the Company
and the Depositary shall make reference to the terms hereof in, or attach an
executed copy hereof to, the next Registration Statement on Form F-6 filing made
with the Securities and Exchange Commission in respect of the ADSs.

                                    CITIBANK, N.A.,
                                    as Depositary

                                    By: /s/ Brian Teitelbaum
                                        ----------------------------
                                        Name:  Brian Teitelbaum
                                        Title: Vice President
                                        Date:  9/23/07


                                       3
<PAGE>

Acknowledged and Agreed:

Telefonaktiebolaget LM Ericsson (publ)


By: /s/ Carol Olof Blomqvist
    -----------------------------
    Name:  Carol Olof Blomqvist
    Title: Senior Vice President
    Date:  10/1/2007


By: /s/ Nina Macpherson
    -----------------------------
    Name:  Nina Macpherson
    Title: Vice President
    Date:  10/1/2007

                  [Remainder of page intentionally left blank]


                                       4
<PAGE>

                                    EXHIBIT A

                              Terms and Conditions

                                   [Attached]


                                       5
<PAGE>

                               DIRECT REGISTRATION

                     THE NEW STANDARD IN AMERICAN DEPOSITARY
                             RECEIPT (ADR) OWNERSHIP

The Direct Registration System (DRS) is a service within the securities industry
that allows your American Depositary Shares (ADSs) representing shares of a
designated company to be held in your name and tracked electronically. You
retain full ownership of your ADSs, without having to hold a certificate (ADR).
Similar to a safekeeping account, you will have an account number and receive
statements that detail your account activity and your ADS balance. This
paperless form of American Depositary Share ownership is commonly referred to as
"book-entry" because your ADSs are accounted for on the books or records of the
Depositary for ADSs. Citibank is the Depositary responsible for your ADSs.

ADSs held in book-entry have all the traditional rights and privileges as ADSs
held in certificate (ADR) form. You will receive all corporate communications,
dividends, annual reports and proxy materials directly from the Depositary.
Plus, by keeping your ADSs in book-entry, you don't have to worry about
protecting your certificates from loss, theft, or destruction. Book-entry
ownership also allows for convenient electronic ADS transactions, such as
ownership transfers, sales, and moving ADSs to or from a broker.

Since being introduced in 1996, book-entry ownership through the DRS has become
the industry standard. It is aligned with the strategic direction of the U.S.
securities industry and has been approved by the Securities and Exchange
Commission and the stock exchanges. Book-entry ownership provides for more
streamlined processing within the securities industry, and reduces the overall
cost. Not all publicly traded ADSs are currently eligible for Direct
Registration.

(C)2003 Citigroup. All rights reserved.
CITIBANK. CITIGROUP and the Umbrella Device are trademarks and service marks of
Citicorp or its affiliates and are used and registered throughout the world.


                                       6
<PAGE>

                           FREQUENTLY ASKED QUESTIONS

Can I convert my certificated ADSs into book-entry ADSs?

Yes, you can convert your ADSs held in certificate (ADR) form into book-entry
ADSs by mailing your certificates to Citibank together with a letter of
instruction. The certificates should not be endorsed. By depositing your ADSs in
book-entry, you will eliminate the risk of loss or theft of your certificates.

Certificates should be sent to Citibank at the address below by registered mail
with return receipt requested and insured for 2% of the market value, with a
minimum of $20.00. This amount represents the replacement cost that will be
charged to you if your certificates are lost in transit to Citibank. Send your
certificates to Citibank, P.O. Box 43082, Providence, RI 02940-3082.

Does holding ADSs in book-entry have an effect on my dividends?

No. Your dividends will not be affected by holding ADSs in book-entry form,
whether your account is set-up for dividends to be reinvested or paid to you by
check or by direct deposit.

When will I receive statements?

You will receive a statement or confirmation detailing any activity affecting
your book-entry ADSs shortly after a transaction has taken place. You may also
receive, statements at other points in time. Plus, you can contact Citibank
customer service and request a statement. It is important to keep your
statements for tax purposes.

How do I transfer ownership of my book-entry ADSs?

The requirements for transferring ownership of book-entry ADSs are the same as
for certificated ADSs. In order to complete a transfer, you must submit written
instructions and proper documentation, along with a Medallion Guarantee. For
more information, or to request a Transfer of Ownership Form, please call
Citibank customer service at the number appearing on your statement.

Is it possible to move ADSs from my broker to a book-entry account at Citibank?

Yes. Your broker can move ADSs electronically from your brokerage account to
either a new or an existing account at Citibank. Please contact your broker for
more information.

Can I get a certificate for my ADSs?

Yes, you can request a certificate for all or a portion of your whole ADSs by
calling Citibank at 1-800-569-4715 using a touch-tone telephone and selecting
the option "to issue shares" or by sending a written request to Citibank. Please
allow seven to ten business days for the certificate to be printed and delivered
by first class mail. If you choose to have a certificate issued for all of your
book-entry ADSs, any fractional ADS you may own at that time will be sold and
you will receive a check for the sale proceeds of that fractional ADS less any
applicable fees as noted below. Citibank recommends that your certificates be
placed in a safety deposit box in a secure financial institution. If the


                                       7
<PAGE>

certificates are accidentally lost, there is a surety bond fee of 2% of the
current market value as of the time the ADSs are reported lost, or a minimum
$20.00 flat fee, for ADSs with market value under $1,000. If you are planning to
sell your ADSs. Citibank offers the sales facility as noted before.

Can I sell my book-entry ADSs through Citibank?

Yes, you can request the sale of all or a portion of your book-entry ADSs
through Citibank by calling Citibank at 1-804-564-4715 using a touch-tone
telephone and selecting the option "to sell shares" or by sending a written
request to Citibank. A service fee of $15.00 plus a processing fee, currently at
$0.12 per each whole ADS and fraction sold, will be charged for each sale. The
processing fee includes any applicable brokerage commissions Citibank is
required to pay. The fees will be deducted from the sale proceeds and a check
for the net proceeds will be mailed to you. Sales orders will be processed in
accordance with the "Terms and Conditions" described on the following page. Any
account with an uncertified U.S. Social Security Number or U.S. Taxpayer
identification Number will be subject to backup withholding.

How do I deliver my book entry ADSs to my broker?

Your book-entry ADSs can be moved to your brokerage account electronically
through the DRS. If your broker does not participate in the DRS, you will have
to request physical certificates, and then deliver the physical certificates to
your broker. If your broker does participate in the DRS, you will need to supply
your broker with specific information about your book-entry account at Citibank
in order for your broker to move your ADSs. The information you will need is
printed on your statement. Please contact your broker for more information.

Can I still sell ADSs through my broker?

Yes, you can still sell ADSs through your broker. First, your ADSs must be
delivered to your broker. Please read the instructions immediately above to move
ADSs to your broker.

Whom should I contact if I have additional questions?

If you have any additional questions on your book-entry ADSs or require other
assistance, please call Citibank at the number appearing on your statement.


                                       8
<PAGE>

                     SALES ORDER PROCESSING THROUGH CITIBANK

                              TERMS AND CONDITIONS

1.    Citibank, N.A. (Citibank) will act as an independent sales order service
      agent for holders of American Depositary Shares (ADSs) pursuant to these
      Toms and Conditions.

2.    Citibank, in accordance with your authorization, will sell all or a
      portion of the whole and fractional ADSs credited to your book-entry
      account at any time, upon request. The authorization to sell includes an
      authorization to transfer your ADSs as necessary to complete the sale,
      including transferring ADSs to a nominee account of Citibank and to
      Citibank's broker. You can request a sale by calling Citibank at
      1-800-569-4715, or in writing. For security reasons your telephone
      transactions will be recorded.

3.    If you would like to sell your ADSs by telephone, you should note that
      Citibank limits such sales to an anticipated market value of no more than
      $100,000. This limitation is set to protect your account against
      unauthorized sales. It you wish to sell your ADSs that have an anticipated
      market value of more than $100,000, you are expected to submit your
      request in written form. In addition, any sale request within thirty (30)
      days of an address change to your account is expected to be submitted in
      written form. Citibank may, for any reason at its sole discretion and at
      any time, refuse to execute a transaction request submitted by telephone
      and in its place require written submission of such request.

4.    In making a request to sell by telephone, you agree to the terms and
      conditions of the Direct Registration System (DRS) and wee that the
      authorization to sell constitutes an authorization to transfer the ADSs as
      necessary to complete the sale, including transferring ADSs to a nominee
      account of Citibank and to Citibank's broker. By making a request to sell
      by telephone, you further agree that your phone call request constitutes
      an effective and binding instruction on which Citibank may rely.

5.    All ADSs that are subject to sales requests will be sold within five
      trading days from the date the request was received. Citibank will mail
      the proceeds of the sale directly to you, less all applicable sales order
      service fees and processing fees. The processing fees include any
      applicable brokerage commissions Citibank is required to pay. Sales
      requests received by 1:00 p.m., Eastern Time, on any trading day will be
      treated as received on that day. Sales requests received after 1.00 p.m.,
      Eastern Time, will be treated as received on the next trading day. Sales
      requests received on a non-trading day will be deemed to have been
      received on the next trading day.

6.    To maximize cost savings, Citibank will make every effort to sell orders
      in round lot transactions. For this purpose, it may combine one selling
      shareholder's order with those of others. Citibank's broker may be
      required by market conditions to execute more than one transaction in
      filling a given aggregate order for Citibank, and those trades may occur
      at different prices. In every case, the price to each selling ADS holder
      will be the weighted average sales price, net of Citibank service and
      processing fees, obtained by Citibank's broker for each aggregate order
      placed by Citibank.


                                       9
<PAGE>

7.    Citibank will instruct its broker, which may be an affiliate of Citibank,
      to effect sales on any securities exchange where the Company's ADSs are
      traded, in the over-the-counter market, or by negotiated transactions,
      subject to such terms with respect to price, delivery, etc., as Citibank
      may agree. ADS holders may not direct the time or price at which ADSs may
      be sold by Citibank, or select the broker or dealer through whom sales are
      to be made.

8.    For processing all sales instructions submitted by an ADS holder, Citibank
      will receive compensation according to its current fee schedule. The
      current sales order fee consists of a service fee of $15.00 per
      transaction and a processing fee of $0.12 per each whole ADS and fraction
      sold, which includes any applicable brokerage commissions Citibank is
      required to pay. The fees will be deducted from the proceeds of the sale.
      Fees are subject to change at any time and any ADS holder considering a
      sale should inquire about the applicable fees before requesting a sale.
      Any account with an uncertified U.S. Social Security Number or U.S.
      Taxpayer identification Number will be subject to backup withholding.

9.    The Tax Equity and Fiscal Responsibility Act of 1982 impose certain
      reporting obligations on brokers and other intermediaries. As a result.
      Citibank is required to report to the internal Revenue Service and you any
      sale of ADSs made on your behalf.

10.   The sale of ADSs through Citibank is not available to any shareholder who
      is considered an "affiliate" of the Company as that term is used in Rule
      144 under the Securities Act of 1933.

11.   No order by you to sell ADSs recently acquired will be accepted until
      Citibank has definitively posted the ADSs to your book-entry account.

12.   Neither Citibank nor the issuer shall be liable in connection with
      Citibank's sales order processing through DRS for any act done in good
      faith or for any good faith omission to act including, without limitation.
      any claims for liability (1) arising out of processing an order subsequent
      to a ADS holder's death but prior to receipt of written notice of death
      from an appropriate fiduciary, and (2) with respect to the prices or times
      at which ADSs are sold for your account. Citibank will have no
      responsibility for the market value of ADSs in your book-entry account,
      and no liability for failed executions due to reasons beyond Citibank's
      control. Citibank shall not be liable for any loss or damage resulting
      from its inability to comply with these Terms and Conditions by reason of
      events beyond its reasonable control, including acts of war, terrorism,
      riots, civil emergencies, acts of God or nature, local or regional
      electrical or communications system breakdowns, or acts of civil or
      military authority. You agree to indemnify and hold harmless Citibank and
      its service providers from and against any loss or liability Citibank
      incurs (and all expenses reasonably incurred in defending against claims
      arising out of such losses or liabilities) for actions Citibank and its
      service providers take or omit in respect of your account (other than
      actions and omissions constituting willful misconduct or gross negligence
      of Citibank or its service providers). Neither Citibank nor the Company
      recommends any transaction. Decisions to sell ADSs are entirely under your
      control and subject to your own research and, judgment.


                                       10
<PAGE>

13.   The laws of the State of New York govern sales order processing by
      Citibank through the DRS.

14.   Citibank reserves the right to amend or modify the provisions of these
      terms and conditions for Sales Order Processing at any time by mailing a
      copy of such amendment or modification (that may be included with other
      issuer mailings to you) to all ADS holders in the DRS.


                                       11
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
