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                                                                     Exhibit 4.1
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                             SAP AKTIENGESELLSCHAFT
                              SYSTEME, ANWENDUNGEN,
                                 PRODUKTE IN DER
                                DATENVERARBEITUNG


                                       AND


                              THE BANK OF NEW YORK


                                  AS DEPOSITARY


                                       AND


               OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS


                                DEPOSIT AGREEMENT


                         DATED AS OF SEPTEMBER 12, 1995

                   AS AMENDED AND RESTATED AS OF JUNE 26, 1998

                AS FURTHER AMENDED AND RESTATED ___________, 2000

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                                DEPOSIT AGREEMENT

         AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of September 12, 1995
as amended and restated as of June 26, 1998, and as further amended and restated
as of __________, 2000 among SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN,
PRODUKTE IN DER DATENVERARBEITUNG, a stock corporation organized under the laws
of the Federal Republic of Germany (herein called the Company), THE BANK OF NEW
YORK, a New York banking corporation (herein called the Depositary), and all
Owners (as hereinafter defined) and Holders (as hereinafter defined) from time
to time of American Depositary Receipts issued hereunder.

                              W I T N E S S E T H :

         WHEREAS, the Company and the Depositary desire to enter into this
Deposit Agreement to provide, as hereinafter set forth, for the deposit of
Shares (as hereinafter defined) of the Company from time to time with the
Depositary or with the Custodian (as hereinafter defined) as agent of the
Depositary for the purposes set forth in this Deposit Agreement, for the
creation of American Depositary Shares (as hereinafter defined) representing the
Shares so deposited and for the execution and delivery of American Depositary
Receipts evidencing the American Depositary Shares; and

         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;

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

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1.         DEFINITIONS.

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

                  Section 1.1 American Depositary Shares.

                  The term "American Depositary Shares" shall mean the
securities representing the interests in the Deposited Securities and evidenced
by the Receipts issued hereunder. Each American Depositary Share shall represent
(a) one twelfth (1/12) of one Share prior to the Effective Date and (b) one
fourth (1/4) of one Share thereafter until, in either case, there shall occur a
distribution upon Deposited Securities covered by Section 4.3 or a change in
Deposited Securities covered by Section 4.8 with respect to which additional
Receipts are not executed and delivered, and thereafter American Depositary
Shares shall represent the amount of Shares or Deposited Securities determined
in accordance with such Sections.

                  Section 1.2 Article; Section.

                  Wherever references are made in this Deposit Agreement to an
"Article" or "Articles" or to a "Section" or "Sections", such references shall
mean an article or articles or a section or sections of this Deposit Agreement,
unless otherwise required by the context.

                  Section 1.3 Commission.

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

                  Section 1.4 Company.

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                  The term "Company" shall mean SAP Aktiengesellschaft Systeme,
Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized
under the laws of the Federal Republic of Germany, and its successors.

                  Section 1.5 Consultation.

                  The term "Consultation" shall include within its meaning the
good faith attempt by the Depositary to discuss, if practicable, the relevant
issue in a timely manner with a person employed by the Company reasonably
believed by the Depositary to be empowered by the Company to engage in such
discussion on behalf of the Company.

                  Section 1.6 Custodian.

                  The term "Custodian" shall mean the Frankfurt/Main office of
DG Bank Deutsche Genossenschaftsbank, as custodian and 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 5.5, as substitute or additional custodian or custodians hereunder, as
the context shall require and shall also mean all of them collectively.

                  Section 1.7 Deliver, Delivery.

                  The terms "deliver" and "delivery" shall mean, when used in
respect of American Depositary Shares, Receipts, Deposited Securities or Shares,
either physical delivery of the certificate representing such security or
electronic delivery of such security by means of book-entry transfer.

                  Section 1.8 Deposit Agreement.

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

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                  Section 1.9 Depositary; Corporate Trust Office.

                  The term "Depositary" shall mean The Bank of New York, a New
York banking corporation, and any successor as depositary hereunder. The term
"Corporate Trust Office", when used with respect to the Depositary, shall mean
the office of the Depositary which at the date of this Deposit Agreement is 101
Barclay Street, New York, New York 10286.

                  Section 1.10 Deposited Securities.

                  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 on behalf of the Owners in respect thereof and at
such time held hereunder, subject as to cash to the provisions of Section 4.5.

                  Section 1.11 Dollars; DM.

                  The term "Dollars" shall mean United States dollars. The term
"DM" shall mean the lawful currency of the Federal Republic of Germany.

                  Section 1.12 Effective Date.

                  The term "Effective Date" shall mean 5:00 p.m. on June 23,
2000 on which the ratio covered by Section 1.1(b) becomes effective.

                  Section 1.13 Foreign Currency.

                  The term "Foreign Currency" shall mean any currency other than
Dollars.

                  Section 1.14 Germany.

                  The term "Germany" shall mean the Federal Republic of Germany,
and the term "German" shall mean of or relating to the Federal Republic of
Germany.

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                  Section 1.15 Holder.

                  The term "Holder" shall mean any person who has a beneficial
interest in any Receipt or American Depositary Shares.

                  Section 1.16 Owner.

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

                  Section 1.17 Receipts.

                  The term "Receipts" shall mean the American Depositary
Receipts, substantially in the form of Exhibit A hereto, issued hereunder
evidencing American Depositary Shares. A Receipt may evidence any whole number
of American Depositary Shares.

                  Section 1.18 Registrar.

                  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 by the Depositary to register Receipts and transfers of Receipts
and to countersign Receipts as herein provided and shall include the Depositary
and any co-Registrars appointed by the Depositary for such purpose.

                  Section 1.19 Restricted Securities.

                  The term "Restricted Securities" shall mean Shares, or
Receipts representing such Shares, which are acquired directly or indirectly
from the Company or its affiliates (as defined in Rule 144 under the Securities
Act of 1933) in a transaction or chain of transactions not involving any public
offering or which are subject to resale limitations under Regulation D under the
Securities Act of 1933 or both, or which are


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held by an officer, director (or persons performing similar functions) or other
affiliate of the Company, or which are subject to other restrictions on sale or
deposit under the laws of the United States or the Federal Republic of Germany,
or under a shareholder agreement or the Articles of Association of the Company.

                  Section 1.20 Securities Act of 1933.

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

                  Section 1.21 Shares.

                  The term "Shares" shall mean Non-Voting Preference Bearer
Shares of the Company, without nominal value, heretofore or hereafter validly
issued and outstanding and fully paid and nonassessable or interim certificates
representing such Shares; provided, however, that if there shall occur any
change in nominal value (including without limitation, the restatement of
nominal value in any other currency), a split-up or consolidation or other
reclassification or, upon the occurrence of an event described in Section 4.8,
an exchange or conversion in respect of the Shares, the term "Shares" shall
thereafter mean the successor securities resulting from such change in nominal
value, split-up or consolidation or such other reclassification or such exchange
or conversion.

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

         Section 2.1 Form and Transferability of Receipts.

                  Subject to the requirements of any applicable rule or
regulation of any securities market upon which the American Depositary Shares
may be traded, definitive Receipts shall be substantially in the form set forth
in Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter


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provided. 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 or facsimile signature of a
duly authorized signatory of the Depositary and, if a Registrar (other than the
Depositary) for the Receipts shall have been appointed, countersigned by the
manual or facsimile signature of a duly authorized signatory of the Registrar.
The Registrar 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 manual or facsimile signature of a duly
authorized signatory of the Depositary or Registrar who was at any time a proper
signatory of the Depositary or Registrar, as the case may be, shall bind the
Depositary or the Registrar, as the case may be, notwithstanding that such
signatory has ceased to hold such office prior to the execution and delivery of
such Receipts or did not hold such office on the date of issuance of such
Receipts.

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

                  The Receipts shall bear a CUSIP number that is different from
any CUSIP number that is or may be assigned to any other depositary receipt
facility relating to the Shares.

                  Title to a Receipt (and to the American Depositary Shares
evidenced


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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 under the laws of the State of New York;
provided, however, that the Company and the Depositary, notwithstanding any
notice to the contrary, may treat the Owner 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, and neither the Depositary nor the Company
will have any obligation or be subject to any liability under this Deposit
Agreement to any holder of a Receipt, unless such holder is the Owner thereof.

         Section 2.2 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 or
transfer thereof to an account maintained by any Custodian hereunder for such
purpose, accompanied by any appropriate instrument or instruments of transfer,
or endorsement, in form satisfactory to the Custodian, and any dividend coupons
for dividends to be paid in the future and rights to receive such dividend
coupons or appropriate evidence thereof, together with all such certifications
as may be required by the Depositary or the Custodian in accordance with the
provisions of this Deposit Agreement. If the Depositary so requires, such person
shall also deliver 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 all conditions to
such deposit have been satisfied by the person depositing such Shares under the
laws and regulations of Germany and any necessary approval has been granted by
any governmental authority or body in Germany which is then performing the
function of the regulation of currency exchange or any other function which
requires approval for the deposit of Shares and by any dividend coupons for
dividends to be paid in the future


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and rights to receive such dividend coupons or appropriate evidence thereof. If
required by the Depositary and provided that no applicable German law is
violated thereby, Shares presented for deposit at any time 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
the right to receive any dividend, the right to subscribe for additional Shares
or any other securities or to receive other property or the right to vote which
any person depositing the Shares has or 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, risk and expense of any person proposing to
deposit Shares, and for the account of such person, 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.

                  Deposited Securities shall be held by the Depositary or by the
Custodian for the account and to the order of the Depositary as the legal owner
of the Deposited Securities at the Frankfurt/Main office of the Custodian or at
Deutsche Borse Clearing AG, the central securities clearing and deposit bank in
Germany which holds all share certificates representing the shares of German
stock corporations traded on a German stock exchange, or at such other place or
places as the Depositary shall determine following the prior written consent of
the Company. The Depositary agrees to instruct the Custodian to place all Shares
accepted for deposit under this Deposit Agreement into segregated accounts
separate from any Shares of the Company that may be held by such Custodian under
any other depositary receipt facility relating to the Shares.

         Section 2.3 Execution and Delivery of Receipts.

                  Upon receipt by any Custodian of any deposit pursuant to
Section 2.2 hereunder, together with the other documents required as specified
in Section 2.2 above,


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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 evidenced thereby. Such notification shall be made by mail or, at the
request, risk and expense of the person making the deposit, by air courier,
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 Corporate Trust 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 requested by
such person or persons and evidencing in the aggregate the number of American
Depositary Shares to which such person or persons are entitled, but only upon
payment to the Depositary of the fees of the Depositary for the execution and
delivery of such Receipt or Receipts as provided in Section 5.9 and of all taxes
and governmental charges and fees payable in connection with such deposit and
the transfer of the deposited Shares.

         Section 2.4 Transfer of Receipts; Combination and Split-up of Receipts.

                  The Depositary, subject to the terms and conditions of this
Deposit Agreement, shall register transfers of Receipts on its transfer books
from time to time, upon any surrender at the Corporate Trust Office of the
Depositary of a Receipt, by the Owner in person or by a 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, subject to receipt of any certifications by such person as the
Depositary or the Company may require in order to comply with applicable laws.

                  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 Receipt or Receipts, execute and
deliver a new Receipt or


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Receipts for any authorized number of American Depositary Shares requested,
evidencing the same aggregate number of American Depositary Shares as the
Receipt or Receipts surrendered.

                  The Depositary upon the written request or with the approval
of the Company may appoint one or more co-transfer agents for the purpose of
effecting transfers, combinations and split-ups of Receipts at designated
transfer offices on behalf of the Depositary. In carrying out its functions, a
co-transfer agent may require evidence of authority and compliance with
applicable laws and other requirements by Owners or persons entitled to Receipts
and will be entitled to protection and indemnity to the same extent as the
Depositary.

         Section 2.5 Surrender of Receipts and Withdrawal of Shares.

                  Upon surrender at the Corporate Trust Office of the Depositary
of a Receipt for the purpose of withdrawal of a whole number of Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, and upon payment of the fee of the Depositary for the surrender of
Receipts as provided in Section 5.9 and payment of all taxes and governmental
charges payable in connection with such surrender and withdrawal of the
Deposited Securities, and subject to the terms and conditions of this Deposit
Agreement, the Articles of Association of the Company, the Deposited Securities
and applicable law, the Owner of such Receipt shall be entitled to due
assignment, transfer and delivery of all right, title, legal ownership and
interest, to it or upon its order, of the amount of such whole number of
Deposited Securities at the time represented by the American Depositary Shares
evidenced by such Receipt and a new Receipt for the number of American
Depositary Shares representing any fractional Deposited Securities and any
Deposited Securities not being withdrawn. Delivery of such Deposited Securities
may be made by (a)(i) delivery of certificates in the name of such Owner or as
ordered by it or by certificates properly endorsed or accompanied by


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proper instruments of transfer to such Owner or as ordered by it, subject to the
provisions of the Articles of Association of the Company or (ii) delivery or
transfer to the account of a German securities bank with Deutsche Borse Clearing
AG or through the facilities of Cedel, S.A., or Morgan Guaranty Trust of New
York, Brussels office, as operator of the Euroclear System, for the benefit of
such Owner or as ordered by it and (b) delivery of any other securities,
property and cash to which such Owner is then entitled in respect of such
Receipts to such Owner or as ordered by it. 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 if the Depositary so requires, the Owner 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 person or persons designated in such order. Thereupon the
Depositary shall direct the Custodian to deliver at the Frankfurt/Main office of
such Custodian, subject to Sections 2.6, 3.1 and 3.2 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 the American
Depositary Shares evidenced by such Receipt, except that the Depositary may make
delivery to such person or persons at the Corporate Trust Office of the
Depositary of any dividends or distributions with respect to the Deposited
Securities represented by the American Depositary Shares evidenced 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 Owner so surrendering
a Receipt, and for the account of such Owner, the Depositary shall direct the
Custodian to forward any cash or other property (other than rights) comprising,
and forward a certificate or certificates and other proper documents of title
for, the Deposited Securities represented


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by the American Depositary Shares evidenced by such Receipt to the Depositary
for delivery at the Corporate Trust Office of the Depositary. Such direction
shall be given by mail or, at the request, risk and expense of such Owner, by
air courier, cable, telex or facsimile transmission.

                  The Depositary shall not accept for surrender a Receipt
evidencing American Depositary Shares representing in the aggregate a fractional
interest in one Share or other Deposited Security. In the case of surrender of a
Receipt evidencing any number of American Depositary Shares representing in the
aggregate other than a whole number of Deposited Securities, together with
payment and delivery of written instructions for withdrawal of Deposited
Securities as required under this Section 2.5, the Depositary shall cause the
whole number of Deposited Securities requested to be withdrawn by the Owner of
such Receipt to be withdrawn and delivered to or upon the order of such Owner
and shall issue and deliver to or upon the order of the person surrendering such
Receipt, a new Receipt evidencing American Depositary Shares representing the
Deposited Securities not requested to be withdrawn, including any fractional
interests in the Deposited Securities.

         Section 2.6 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, Custodian or Registrar
may require (i) payment from the depositor of Shares or the presenter 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 Deposited Securities being withdrawn) and payment of any applicable fees as
herein provided, (ii) the production of proof satisfactory to it as to the


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identity and genuineness of any signature and (iii) compliance with any
regulations the Depositary may establish consistent with the provisions of this
Deposit Agreement, including, without limitation, this Section 2.6.

                  The delivery of Receipts against deposits of Shares generally
or against deposits of particular Shares may be suspended or withheld, or
deposits of Shares may be refused, or the registration of transfer, split-up or
combination of outstanding Receipts in particular instances may be refused, or
the registration of transfer, split-up or combination 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 any
requirement of applicable law or of any government or governmental or regulatory
authority, body or commission, or under any provision of this Deposit Agreement,
or the Articles of Association of the Company, or for any other reason, subject
to the provisions of the following sentence. Notwithstanding any other provision
of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts
and withdrawal of Deposited Securities may not be suspended, except as required
in connection with (i) temporary delays caused by closing the transfer books of
the Depositary or the Company or the deposit of Shares in connection with voting
at a shareholders' meeting, or the payment of dividends, (ii) the payment of
fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign
laws or governmental regulations relating to the Receipts or to the withdrawal
of the Deposited Securities. Without limitation of the foregoing, neither the
Depositary nor the Custodian shall 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. The Depositary will, and will instruct the Custodian to, comply
with written instructions of the Company not to accept for deposit under this
Deposit Agreement any Shares identified in such instructions and under such
circumstances as may reasonably be


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specified in such instructions in order to facilitate the Company's compliance
with U.S. securities laws.

         Section 2.7 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, lost or stolen Receipt.
Before the Depositary shall execute and deliver a new Receipt in substitution
for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed
with the Depositary a request for such execution and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide
purchaser, (b) deposited with the Depositary a sufficient indemnity bond and (c)
satisfied any other reasonable requirements imposed by the Depositary.

         Section 2.8 Cancellation and Destruction of Surrendered Receipts.

                  All Receipts surrendered to the Depositary shall be cancelled
by the Depositary. Cancelled Receipts shall not be entitled to any benefits
under this Deposit Agreement or be valid or enforceable for any purpose. The
Depositary is authorized to destroy Receipts so cancelled.

         Section 2.9 Pre-Release of Receipts.

                  Notwithstanding Section 2.3 hereof, the Depositary may execute
and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a
"Pre-Release") unless the Company requests the Depositary to cease doing so. The
Depositary may, pursuant to Section 2.5, deliver Shares upon the receipt and
cancellation of Receipts which have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or the Depositary
knows that such Receipt has been Pre-Released. The Depositary may receive
Receipts in lieu of Shares in satisfaction of a


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Pre-Release. In no event will the Depositary deliver Shares prior to the receipt
and cancellation of Receipts for Shares. Each Pre-Release will be (a) preceded
or accompanied by a written representation and agreement from the person to whom
Receipts are to be delivered ("Pre-Releasee"), that the Pre-Releasee, or its
customer, (i) owns the Shares or Receipts to be remitted, as the case may be,
(ii) assigns all beneficial rights, title and interest in such Shares or
Receipts, as the case may be, to the Depositary in its capacity as such and for
the benefit of the Owners, and (iii) will not take any action with respect to
such Shares or Receipts, as the case may be, that is inconsistent with the
transfer of beneficial ownership (including, without the consent of the
Depositary, disposing of such Shares or Receipts, as the case may be), other
than in satisfaction of a Pre-Release, (b) at all times fully collateralized
with cash, U.S. government securities or such other collateral as the Depositary
determines, in good faith, will provide substantially similar liquidity and
security, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and credit regulations
as the Depositary deems appropriate. The number of Shares not deposited but
represented by American Depositary Shares outstanding at any time as a result of
Pre-Releases will not normally exceed thirty percent (30%) of the Shares
deposited hereunder; provided, however, that the Depositary reserves the right
to disregard such limit from time to time as it deems reasonably appropriate,
and may, with the prior written consent of the Company, change such limit for
purposes of general application; provided, further, that the Company shall have
the right to request in writing that the Depositary cease any further
Pre-Releases and the Depositary shall be required to act upon such a request
only with respect to proposed Pre-Releases made two business days following the
Depositary's receipt of the request by the Company. The Depositary will also set
Dollar limits with respect to Pre-Release transactions to be entered into
hereunder with any particular Pre-Releasee on a case-by-case basis as the
Depositary deems appropriate. For purposes of enabling the Depositary to fulfill
its obligations to the Owners under the Deposit Agreement, the collateral
referred to in clause (b) above shall


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be held by the Depositary as security for the performance of the Pre-Releasee's
obligations to the Depositary in connection with a Pre-Release transaction,
including the Pre-Releasee's obligation to deliver Shares or Receipts upon
termination of a Pre-Release transaction (and shall not, for the avoidance of
doubt, constitute Deposited Securities hereunder).

                  The Depositary may retain for its own account any compensation
received by it in connection with the foregoing. The Company shall have no
liability to any Holder or Owner with respect to any representations, actions or
omissions by the Depositary, or any of its agents pursuant to this Section 2.9.

         Section 2.10 Maintenance of Records.

                  The Depositary agrees to maintain records of all Receipts
surrendered and Deposited Securities withdrawn under Section 2.5, of substitute
Receipts delivered under Section 2.7 and of Receipts cancelled or destroyed
under Section 2.8, in keeping with procedures ordinarily followed by stock
transfer agents located in The City of New York.

3.       CERTAIN OBLIGATIONS OF HOLDERS AND OWNERS OF RECEIPTS.

         Section 3.1 Filing Proofs, Certificates and Other Information.

                  Any person presenting Shares for deposit or any Owner or
Holder of a Receipt may be required from time to time (a) to file with the
Depositary or the Custodian such proof of (i) citizenship or residence, (ii)
exchange control approval and payment of all taxes and other governmental
charges, (iii) legal or beneficial ownership of Receipts, Deposited Securities
and other securities and the nature of such ownership or (iv) compliance with
all applicable laws, regulations and provisions of or governing Deposited
Securities and the terms of this Deposit Agreement, or (v) other information and
(b) to execute and deliver such certificates and to make such representations
and


                                      -18-
<PAGE>   19
warranties, as the Depositary or the Company may deem necessary or proper. The
Depositary may, and upon the request of the Company shall, withhold the delivery
or registration of transfer of any Receipt or the distribution of any dividend
or sale or distribution of 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 and delivered or such representations and warranties
made. Upon the request of the Company, the Depositary shall provide the Company
in a timely manner copies of any such proofs and certificates and such written
representations and warranties that it receives.

         Section 3.2 Liability of Owner or Holder for Taxes.

                  If any tax or other governmental charge shall become payable
with respect to any Receipt or any Deposited Securities represented by any
Receipt, such tax or other governmental charge shall be payable by the Owner or
Holder of such Receipt to the Depositary. The Depositary may and at the request
of the Company shall refuse to effect any registration of transfer of such
Receipt (or any split-up or combination thereof) or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner or Holder thereof any
part or all of the Deposited Securities represented by the American Depositary
Shares evidenced 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 and the Owner or Holder of such Receipt shall remain liable
for any deficiency.

         Section 3.3 Warranties on Deposit of Shares.

                  Every person depositing Shares under this Deposit Agreement
shall be deemed thereby to represent and warrant (i) that such Shares and each
certificate therefor


                                      -19-
<PAGE>   20
are validly issued, fully paid and nonassessable, (ii) that such Shares are free
and clear of any lien, encumbrance, security interest, charge, mortgage, pledge
or restriction on transfer, (iii) that such Shares are accompanied by any
dividend coupons for dividends to be paid in the future and rights to receive
any such dividend coupons or appropriate evidence thereof and (iv) that the
person making such deposit is duly authorized to do so. Every such person shall
also be deemed to represent that the deposit of such Shares and the sale of
Receipts evidencing American Depositary Shares representing such Shares by that
person are not restricted under the Securities Act of 1933. Such representations
and warranties shall survive the deposit of Shares and issuance of Receipts.

         Section 3.4 Compliance with Law.

                  The Depositary agrees to comply with all applicable laws. Each
Owner and Holder agrees that it is bound by and subject to the Articles of
Association of the Company as if such Owner or Holder were a holder of Shares,
and each Owner and Holder agrees to comply with all applicable provisions of
German law and the Articles of Association of the Company with regard to
notification to the Company, the German Federal Supervisory Authority for
Securities Trading (Bundesaufsichtsamt fur den Wertpapierhandel) and any
additional governmental authorities of such Owner's or Holder's interest in
Shares, including any provision requiring such Owner or Holder to disclose
voting rights amounting to, exceeding or falling below, 5, 10, 25, 50 and 75
percent of the voting rights in the Company or such other percentage as may be
required from time to time pursuant to any provision of German law or otherwise
and which may under certain circumstances be applicable to non-voting preference
shares such as the Deposited Securities if pursuant to the provisions of German
law such non-voting preference shares acquire a voting right.

                  Each Owner and Holder acknowledges that failure by such Owner
or Holder to provide on a timely basis any such required notification of such
Owner's or Holder's voting rights or interests in Shares may result in the
withholding of certain


                                      -20-
<PAGE>   21
rights, including, without limitation, voting rights and the rights to receive
dividends or other payments in respect of the Shares represented by such
American Depositary Shares.

                  Each such Owner or Holder required to provide the notification
described above may deliver such notification to the Depositary for forwarding
to the Company. The Depositary agrees to forward to the Company, as soon as
practicable, any such notifications received by the Depositary from any Owner or
Holder.

         Section 3.5 Disclosure of Beneficial Ownership of Receipts.

                  The Company and the Depositary may from time to time request
Owners and Holders or former Owners and former Holders to provide information as
to the capacity in which they hold or held Receipts and regarding the identity
of any other persons then or previously interested in such Receipts and various
other matters. Each such Owner or Holder agrees to provide any such information
reasonably requested by the Company or the Depositary pursuant to this Section
3.5 and such agreement shall survive any disposition of such Owner's or Holder's
interest in Shares or Receipts. The Depositary agrees to use its reasonable
efforts to comply with written directions received from the Company requesting
that the Depositary forward any such request to such Owners and to the last
known address, if any, of such former Owners and to forward to the Company any
responses to such requests received by the Depositary, and to use its reasonable
efforts, at the Company's request, to assist the Company in obtaining such
information with respect to the American Depositary Shares, provided that
nothing herein shall be interpreted as obligating the Depositary to provide or
obtain any such information not provided to the Depositary by such current or
former Owners or Holders.

4.       THE DEPOSITED SECURITIES.

         Section 4.1 Cash Distributions.

                  Whenever the Depositary shall receive any cash dividend or
other cash


                                      -21-
<PAGE>   22
distribution on any Deposited Securities, the Depositary shall, subject to the
provisions of Section 4.5, convert such dividend or distribution into Dollars
and shall as promptly as practicable distribute the amount thus received (net of
the expenses of the Depositary in connection with the conversion of such Foreign
Currency into Dollars and such other fees and expenses as provided in Section
5.9) to the Owners 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 such cash
dividend or such other cash distribution an amount on account of taxes or other
governmental charges, the amount distributed to the Owner of the Receipts
evidencing American Depositary Shares representing such Deposited Securities
shall be reduced accordingly; provided, further, that the Company may elect, but
is not obligated, to convert any such dividend or distribution into Dollars on
behalf of the Holders, either (x) through distribution of Dollars rather than
Deutsche Marks to the Depositary or (y) upon reasonable notice to the Depositary
given in advance of any such dividend or distribution, through payment to the
Depositary of the number of Dollars equivalent to (on the basis of an exchange
rate which approximates the offer rate of exchange as quoted by the Federal
Reserve Bank of Germany or the new European Central Bank as of the date of
receipt of such currency) the number of Deutsche Marks received by the
Depositary pursuant to such dividend or distribution, in exchange for such
Deutsche Mark and the Company shall be responsible for establishing the
appropriate rate of distribution and the timely delivery of funds. The
Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Owner a fraction of one cent. Any such fractional
amounts shall be rounded to the nearest whole cent and so distributed to Owners
entitled thereto. The Company or its agent will remit to the appropriate
governmental agency in Germany all amounts withheld and owing to such agency.
The Depositary or its agent will remit to the appropriate governmental agency in
the United States all amounts withheld and owing to such agency. The Depositary
will forward to the Company or its


                                      -22-
<PAGE>   23
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 the Depositary or the Company or its agent may file any such
reports necessary to obtain benefits under the applicable tax treaties for the
Owners of Receipts.

         Section 4.2 Distributions Other Than Cash, Shares or Rights.

                  Subject to the provisions of Section 4.11 and Section 5.9,
whenever the Custodian or the Depositary shall receive any distribution other
than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall,
as promptly as practicable, cause the securities or property received by it or
by the Custodian to be distributed to the Owners 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 the Company shall so direct or if in the reasonable opinion of
the Depositary such distribution cannot be made proportionately among the Owners
entitled thereto, or if for any other reason (including, but not limited to, any
requirement that the Company or the Depositary withhold an amount on account of
taxes or other governmental charges or that such securities must be registered
under the Securities Act of 1933 in order to be distributed to Owners) the
Depositary determines that it is not lawful or feasible to make such a
distribution to all or certain Owners, the Depositary may adopt such method as
it may deem lawful, equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees of the Depositary as provided in Section 5.9)
shall be distributed by the Depositary to the Owners entitled thereto as in the
case of a distribution received in cash pursuant to Section 4.1.

                  To the extent such securities or property, or the net proceeds
thereof, are


                                      -23-
<PAGE>   24
not effectively distributed to Owners as provided herein, the same shall
constitute Deposited Securities and each American Depositary Share shall
thereafter represent its proportionate interest in such securities, property or
net proceeds.

         Section 4.3 Distributions in Shares.

                  If any distribution upon any Deposited Securities consists of
a dividend in, or free distribution of, Shares, the Depositary may, and upon the
request of the Company shall, distribute to the Owners of outstanding Receipts
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free
distribution, subject to the terms and conditions of the Deposit Agreement with
respect to the deposit of Shares and the issuance of American Depositary Shares
evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 and the payment of fees of the
Depositary as provided in Section 5.9 hereof. 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 subject to the conditions
described in Section 4.1 hereof. If for any reason (including any requirement
that the Company or the Depositary withhold an amount on account of taxes or
other governmental charges) the Depositary determines that it is not lawful or
feasible to make such a distribution of Shares to all or certain Owners, the
Depositary may adopt such method as it may deem lawful, equitable and
practicable for the purpose of effecting such distribution, including, but not
limited to, the public or private sale of the Shares thus received, or any part
thereof, and the net proceeds of any such sale (net of fees and expenses of the
Depositary as provided in Section 5.9) shall be distributed by the Depositary to
the Owners entitled thereto as in the case of a distribution received in cash
pursuant to Section 4.1.

                                      -24-
<PAGE>   25
                  To the extent such Shares, or the net proceeds thereof, are
not effectively distributed to Owners as provided herein, the same shall
constitute Deposited Securities and each American Depositary Share shall
thereafter also represent its proportionate interest in the additional Shares
distributed upon the Deposited Securities represented thereby and such net
proceeds.

         Section 4.4 Rights.

                  (a) 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,
following Consultation with the Company as to the procedure to be followed, (i)
make such rights available to any Owners as provided in clause (A) below, (ii)
dispose of such rights on behalf of any Owners and make the net proceeds
available in Dollars to such Owners as provided in clause (B) below or (iii) if
by the terms of such rights offering or for any other reason, the Depositary may
not either make such rights available to any Owners or dispose of such rights
and make the net proceeds available to such Owners, then allow the rights to
lapse.

                  (A) If at the time of the offering of any rights the
Depositary determines, following Consultation with the Company, that it is
lawful and feasible to make such rights available to all Owners or to certain
Owners but not to other Owners, the Depositary may distribute to any Owner to
whom it determines the distribution to be lawful and feasible, in proportion to
the number of American Depositary Shares held by such Owner, warrants or other
instruments for such rights in such form as it deems appropriate.

                  If the Depositary has distributed warrants or other
instruments for rights to all or certain Owners, then upon instruction from such
an Owner pursuant to such warrants or other instruments to the Depositary from
such Owner to exercise such rights, upon payment by such Owner to the Depositary
for the account of such Owner of an


                                      -25-
<PAGE>   26
amount equal to the purchase price of the Shares to be received upon the
exercise of the rights, and upon payment of the fees of the Depositary and any
other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, exercise the rights and purchase the Shares, and
the Company shall cause the Shares so purchased to be delivered to the
Depositary on behalf of such Owner. As agent for such Owner, the Depositary will
cause the Shares so purchased to be deposited pursuant to Section 2.2 of this
Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit Agreement,
execute and deliver Receipts to such Owner. Such Receipts shall be legended in
accordance with applicable U.S. laws, and shall be subject to such restrictions
on sale, deposit, cancellation, and transfer as the Depositary shall deem
necessary, in its reasonable discretion, in order to comply with legal
requirements or as shall be instructed by the Company.

                  (B) If at the time of the offering of any rights, the
Depositary determines, following Consultation with the Company, that it is not
lawful or feasible to make such rights available to all or certain Owners, it
may sell the rights, warrants or other instruments in proportion to the number
of American Depositary Shares held by the Owners to whom it has determined it
may not lawfully or feasibly make such rights available, and allocate the net
proceeds of such sales (net of the fees of the Depositary as provided in Section
5.9 and all taxes and governmental charges payable in connection with such
rights and subject to the terms and conditions of this Deposit Agreement) for
the account of such Owners otherwise entitled to such rights, warrants or other
instruments, upon an averaged or other practical basis without regard to any
distinctions among such Owners because of exchange restrictions or the date of
delivery of any Receipt or otherwise and distribute the net proceeds, as in the
case of a distribution received in cash pursuant to Section 4.1.

                  (b) The Depositary will not offer rights to Owners unless both
the rights and the securities to which such rights relate are either exempt from
registration under the


                                      -26-
<PAGE>   27
Securities Act of 1933 with respect to a distribution to Owners or are
registered under the provisions of such Act. If an Owner of Receipts requests
distribution of warrants or other instruments, notwithstanding that there has
been no such registration under such Act, the Depositary shall not effect such
distribution unless it has received an opinion from counsel in the United States
for the Company upon which the Depositary may rely that such distribution to
such Owner is exempt from such registration. Nothing in this Deposit Agreement
shall create, or shall be construed to create, any obligation on the part of the
Company to file a registration statement with respect to such rights or
underlying securities or to endeavor to have such a registration statement
declared effective.

                  (c) The Depositary shall not be responsible for any failure to
determine that it may be lawful or feasible to make such rights available to
Owners in general or any Owner in particular.

         Section 4.5 Conversion of Foreign Currency.

                  Whenever the Depositary or the Custodian 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 reasonable 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, as promptly as practicable, by sale or in any other manner that
it may determine, such Foreign Currency into Dollars, and such Dollars shall be
distributed, as promptly as practicable, to the Owners 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 and in
accordance with the terms thereof, provided, however, that the Company may
convert Foreign Currency in accordance with Section 4.1 hereof. Such
distribution may be made upon an averaged or


                                      -27-
<PAGE>   28
other practicable basis without regard to any distinctions among Owners on
account of exchange restrictions, the date of delivery of any Receipt or
otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.9.

                  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; provided that if such application involves or refers to the Company
or is made on behalf of the Company, such application shall not be filed until
approved by the Company.

                  If at any time the Depositary shall determine that in its
reasonable judgment any Foreign Currency received by the Depositary or the
Custodian 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 reasonable
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 in its reasonable discretion distribute the Foreign Currency (or
an appropriate document evidencing the right to receive such Foreign Currency)
received by the Depositary to, or hold such Foreign Currency uninvested and
without liability for interest thereon for the respective accounts of, the
Owners entitled to receive the same.

                  If any such conversion of Foreign Currency, in whole or in
part, cannot be effected for distribution in Dollars to some of the Owners
entitled thereto, the Depositary may in its reasonable discretion make such
conversion and distribution in Dollars to the extent permissible to the Owners
entitled thereto and distribute the balance of the Foreign Currency (or an
appropriate document evidencing the right to receive such Foreign Currency)
received by the Depositary to, or hold such balance uninvested and without


                                      -28-
<PAGE>   29
liability for interest thereon for the respective accounts of, the Owners
entitled thereto.

         Section 4.6 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 for
any reason the Depositary causes a change in the number of Shares that are
represented by each American Depositary Share, or whenever the Depositary shall
receive notice of any meeting of holders of Shares or other Deposited
Securities, or whenever the Depositary shall find it necessary or convenient in
respect of any matter, the Depositary shall fix a record date which shall be, to
the extent practicable, the same date as the record date for the Shares or other
Deposited Securities, as the case may be, or as close thereto as practicable,
after Consultation with the Company, (a) for the determination of the Owners who
shall be (i) entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof or (ii) entitled to exercise, or give
instructions for the exercise of, voting rights at any such meeting, or (b) for
fixing the date on or after which each American Depositary Share will represent
the changed number of Shares. Subject to the provisions of Sections 4.1 through
4.5 and to the other terms and conditions of this Deposit Agreement, the Owners
on such record date shall be entitled, as the case may be, 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 or to exercise
the rights of Owners hereunder with respect to such changed number of Shares
represented by each American Depositary Share in proportion to the number of
American Depositary Shares held by them respectively and to exercise, or give
instructions for the exercise of, voting rights and to act in respect of any
other such matter.

         Section 4.7 Voting of Deposited Securities.

                                      -29-
<PAGE>   30
                  Upon receipt of (a) notice from the Company of any meeting of
holders of Shares or other Deposited Securities and (b) the statement of the
Custodian or such other major commercial German bank as may be reasonably chosen
by the Depositary to act as a proxy bank (the "Proxy Bank"), setting forth its
recommendations with regard to voting of the Shares as to any matter which is
set forth in the notice from the Company on which a vote is to be taken by
holders of Shares, together with an English translation thereof (the
"Recommendation"), unless otherwise requested in writing by the Company, the
Depositary shall, as soon as practicable thereafter, mail to the Owners a
notice, which shall contain (i) such information as is contained in such notice
of meeting and (ii) a statement that the Owners and Holders ("Voters") as of the
close of business on a specified record date will be entitled, subject to any
applicable provision of German law, the Articles of Association of the Company,
the Receipts and the Deposited Securities, to exercise, or to give instructions
for the exercise of, the voting rights, if any, pertaining to the whole number
of Shares or other Deposited Securities represented by their respective American
Depositary Shares on such date (c) the Recommendation and (d) a statement as to
the manner in which such instructions may be given, including an express
indication that if no voting instructions are received on or before the date
established by the Depositary for such purpose in accordance with Section 4.7
hereof (the "Instruction Date") then the Voters shall in each case be deemed to
have instructed the Depositary to vote or cause the shares to be voted in
accordance with the Recommendation.

                  In addition, each Voter who desires to exercise, or give
instructions for the exercise of, voting rights shall be required to execute and
return to the Depositary on or before the Instruction Date, a document provided
by the Depositary which (a) either (1) authorizes such Voter's American
Depositary Shares to be delivered to a blocked account established for such
purpose at The Depository Trust Company ("DTC") (as provided below), or (2)
instructs the Depositary to block the Shares without delivering the American
Depositary Shares to the Depositary and (b) instructs the Depositary as to how


                                      -30-
<PAGE>   31
the whole number of Shares or other Deposited Securities represented by the
American Depositary Shares evidenced by such Voter's Receipts are to be voted.

                  Upon the written request of a Voter, as applicable, on such
record date, received on or before the Instruction Date, the Depositary shall
endeavor, insofar as practicable and permitted under German law, the Articles of
Association of the Company and the Receipts, to vote or cause to be voted the
amount of Shares or other Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt in accordance with the instructions
set forth in such request. The Company agrees, without any liability to the
Voters arising hereunder, to provide notice, to the extent practicable, of any
meeting of Voters of Shares or other Deposited Securities containing the
requisite information, together with English translations, to the Depositary
within the twelve days following the publication of the invitation to the
shareholders meeting in the German Federal Gazette. Voting rights may be
exercised only in respect of twelve (12) American Depositary Shares, or integral
multiples thereof. The Depositary shall not vote or attempt to exercise the
right to vote that attaches to the Shares or other Deposited Securities, other
than in accordance with such instructions or deemed instructions received from
the Voters, as applicable, as of such record date.

                  Subject to the following paragraph of this Section 4.7, if no
specific voting instructions are received by the Depositary from any Voter (to
whom Notice was sent by the Depositary) with respect to the Deposited Securities
represented by the American Depositary Shares evidenced by such American
Depositary Receipts on or before the Instruction Date, such Voter shall be
deemed, and the Depositary shall deem such Voter, to have instructed the
Depositary to vote such Deposited Securities or to cause such Deposited
Securities to be voted in accordance with the Recommendation. In no event may
the Depositary itself exercise any voting discretion over any Shares or other
Deposited Securities.

                                      -31-
<PAGE>   32
                  Anything in this Deposit Agreement to the contrary
notwithstanding, in the event that the Proxy Bank shall fail to supply the
Recommendation to the Depositary at least twenty-one (21) calendar days prior to
any meeting of Voters of Shares or other Deposited Securities with respect to
which the Depositary has received notice from the Company, the Depositary shall
mail the Notice (which in this case will not contain the Recommendation or the
indication concerning the proxy to be given to the Proxy Bank) to the Voters as
herein above provided, and, thereafter, in any case in which no specific voting
instructions are received by the Depositary from a Voter on or before the
Instruction Date with respect to the Deposited Securities represented by the
American Depositary Shares evidenced by such American Depositary Receipts, no
votes shall be cast at such meeting with respect to such Deposited Securities.

                  Nothing in this Deposit Agreement shall be construed to grant
to a Voter any voting rights with respect to Deposited Securities to which, by
their terms, voting rights do not otherwise attach.

         Section 4.8 Changes Affecting Deposited Securities.

                  In circumstances where the provisions of Section 4.3 do not
apply, upon any change in nominal value (including, without limitation, the
restatement of nominal value in any other currency), 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 or a Custodian in exchange for or in
conversion, replacement or otherwise 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, unless additional Receipts are delivered pursuant to the
following sentence. In any such case the Depositary may, and upon the request of
the Company shall, execute and deliver


                                      -32-
<PAGE>   33
additional Receipts as in the case of a dividend in Shares, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts specifically
describing such new Deposited Securities.

                  Immediately upon the occurrence of any such change, conversion
or exchange covered by this Section 4.8 in respect of the Deposited Securities,
the Depositary shall give notice thereof in writing to all Owners.
Notwithstanding the foregoing, in the event that any security so received may
not be lawfully distributed to some or all Owners, the Depositary may, and upon
the request of the Company shall, sell such securities at a public or private
sale, at such place or places and upon such terms as it may deem proper, and may
allocate the net proceeds of such sale for the account of the Owners otherwise
entitled to such securities upon an averaged or other practicable basis without
regard to any distinctions among such Owners and distribute the net proceeds so
allocated to the extent practicable as in the case of a distribution received in
cash pursuant to Section 4.1.

         Section 4.9 Reports.

                  The Depositary shall make available for inspection by Owners
at its Corporate Trust 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.
Upon receipt of such reports furnished by the Company pursuant to Section 5.6,
the Depositary shall promptly send copies to the Owners. Any such reports and
communications, including any such proxy soliciting material, furnished to the
Depositary by the Company shall be furnished in English to the extent such
materials are required to be translated into English pursuant to any regulations
of the Commission.

                  The Depositary shall furnish the Company with copies of
reports it


                                      -33-
<PAGE>   34
furnishes to the Commission pursuant to undertakings entered into by
the Depositary with the Commission. In addition, when such information is
furnished to the Commission, the Depositary shall also furnish the Company with
the total number of Shares deposited at the account maintained by the Custodian
for the purpose of this Deposit Agreement at the end of the period covered by
such report.

                  The Company shall furnish to the Depositary the name of each
dealer known to the Company depositing Shares against issuance of American
Depositary Shares evidenced by Receipts during the period covered by reports
required to be filed with the Commission.

         Section 4.10 Lists of Owners.

                  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 and a list of all such persons who
received such Receipts pursuant to a Pre-Release under Section 2.9 hereof.

         Section 4.11 Withholding.

                  In the event that the Depositary determines in its reasonable
discretion that any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax or other governmental charge which the
Depositary is obligated to withhold, the Depositary may by public or private
sale dispose of all or a portion of such property (including Shares and rights
to subscribe therefor) in such amounts and in such manner as the Depositary
deems necessary and practicable to pay any such taxes or charges and the
Depositary shall distribute the net proceeds of any such sale after deduction of
such taxes or charges to the Owners entitled thereto in proportion to the number
of American Depositary Shares held by them respectively and the Depositary shall
distribute any


                                      -34-
<PAGE>   35
unsold balance of such property in accordance with the provisions of this
Deposit Agreement. The Depositary or its agent shall remit to appropriate
governmental authorities and agencies in the United States all amounts, if any,
withheld and owing to such authorities and agencies by the Depositary.

                  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 any necessary reports with governmental authorities
and agencies. In addition, to the extent practicable, and in accordance with
instructions from the Company, the Depositary and the Custodian will take all
practicable administrative actions necessary to obtain all tax refunds and to
reduce German withholding taxes on dividends and other distributions on the
Deposited Securities.

         5. THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY.

         Section 5.1 Maintenance of Office and Transfer Books by the 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 shall keep books at its Corporate Trust Office
for the registration of Receipts and transfers of Receipts which at all
reasonable times shall be open for inspection by the Owners, provided that such
inspection shall not be for the purpose of communicating with Owners 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. At the reasonable
written request of the Company, the Company shall have the right to (i) inspect
transfer and registration records of the Depositary or its agent and take copies
thereof and (ii) require the Depositary or its agent, the Registrar and any
co-


                                      -35-
<PAGE>   36
transfer agents or co-registrars to supply promptly copies of such portions
of such records as the Company may reasonably request.

                  The Depositary may close the transfer books, at any time or
from time to time, when transfer agents located in The City of New York
generally close their transfer books or when deemed expedient by it in
connection with the performance of its duties hereunder or at the request of the
Company.

                  If any Receipts or the American Depositary Shares evidenced
thereby are listed on one or more stock exchanges in the United States, NASDAQ
or any other over-the-counter market, the Depositary shall act as Registrar or
appoint a Registrar or one or more co-Registrars for registry of such Receipts
in accordance with any requirements of such exchange or exchanges or markets.

         Section 5.2 Prevention or Delay in Performance by the Depositary or the
Company.

                  None of the Depositary, the Company or any of their respective
officers, directors, employees, agents or affiliates shall incur any liability
to any Owner or holder of any Receipt, if by reason of any provision of any
present or future law, order, decree, moratorium, fiat or regulation of the
United States or any other country, or of any governmental or regulatory
authority or stock exchange, or by reason of any provision, present or future,
of the Articles of Association of the Company, or by reason of any provision of
or governing any Deposited Securities, or by reason of any act of God or war or
other circumstances beyond its control, the Depositary or the Company or any of
their respective officers, directors, employees, agents or affiliates shall be
prevented or forbidden from, or delayed in, or be subject to any civil or
criminal penalty on account of, doing or performing any act or thing which by
the terms of this Deposit Agreement or Deposited Securities it is provided shall
be done or performed; nor shall the Depositary, the Company or any of their
respective officers, directors, employees, agents or affiliates


                                      -36-
<PAGE>   37
incur any liability to any Owner or Holder of any Receipt by reason of any
non-performance or delay, caused as aforesaid, in the 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. Where, by the terms of a
distribution pursuant to Sections 4.1, 4.2, or 4.3 of this Deposit Agreement, or
an offering or distribution pursuant to Section 4.4 of this Deposit Agreement,
or for any other reason, such distribution or offering may not be made available
to Owners, and the Depositary may not dispose of such distribution or offering
on behalf of such Owners and make the net proceeds available to such Owners,
then the Depositary shall not make such distribution or offering, and shall
allow any rights, if applicable, to lapse.

         Section 5.3 Obligations of the Depositary, the Custodian and the
Company.

                  Each of the Company, its agents and their respective officers,
employees and affiliates assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Owners or Holders or any other
persons, other than as set forth below to the Depositary and the Custodian, and
any agent of the Custodian or the Depositary appointed hereunder with the
Company's prior written consent.

                  Each of the Company, its agents and their respective officers,
directors, employees and affiliates assumes no obligation nor shall it be
subject to any liability under this Deposit Agreement to the Depositary, except
that it agrees to perform its obligations specifically set forth in this Deposit
Agreement without negligence or bad faith.

                  Each of the Company, its agents and their respective officers,
directors, employees and affiliates assumes no obligation nor shall it be
subject to any liability under this Deposit Agreement to the Custodian or any
agent of the Depositary or the Custodian, except under Section 5.8 of this
Deposit Agreement.

                                      -37-
<PAGE>   38
                  Each of the Depositary, its agents and their respective
officers, employees and affiliates assumes no obligation nor shall it be subject
to any liability under this Deposit Agreement to any Owner or Holder (including,
without limitation, liability with respect to the validity or worth of the
Deposited Securities), except that it agrees to perform its obligations
specifically set forth in this Deposit Agreement without negligence or bad
faith.

                  The Depositary and the Company undertake to perform such
duties and only such duties as are specifically set forth in this Deposit
Agreement, and no implied covenants or obligations shall be read into this
Deposit Agreement against the Depositary or the Company or their respective
agents.

                  None of the Depositary, the Company or any of their respective
agents 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 in its sole discretion against
all expense and liability shall 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.

                  None of the Depositary, the Company or any of their respective
agents shall be liable for any action or nonaction by it in reliance upon the
advice of or information from legal counsel, accountants, any person presenting
Shares for deposit, any Owner, or any other person believed by it in good faith
to be competent to give such advice or information including, but not limited
to, any such action or nonaction based upon any written notice, request,
direction or other document believed by it to be genuine and to have been signed
or presented by the proper party or parties.

                  The Depositary shall not be liable for any acts or omissions
made by a successor depositary whether in connection with a previous act or
omission of the


                                      -38-
<PAGE>   39
Depositary or in connection with any matter arising wholly after the removal or
resignation of the Depositary, provided that in connection with the issue out of
which such potential liability arises the Depositary performed its obligations
without negligence or bad faith while it acted as Depositary.

                  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 the effect of any such vote, provided
that any such action or nonaction is in good faith.

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

         Section 5.4 Resignation and Removal of the Depositary.

                  The Depositary may at any time resign as Depositary hereunder
by written notice of its election to do so 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


                                      -39-
<PAGE>   40
predecessor, 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 Owners of all
outstanding Receipts and any other information relating to this Deposit
Agreement or the Receipts reasonably requested by such successor. Any such
successor depositary shall promptly mail notice of its appointment to the
Owners.

                  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 5.5 The Custodians.

                  The Depositary has appointed DG Bank Deutsche
Genossenschaftsbank, and may appoint from time to time one or more additional
agents, to act for it as Custodian hereunder. Any such Custodian 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 written 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 and after
Consultation with the Company when practicable, appoint a substitute custodian
that is organized under the laws of and domiciled in Germany which shall
thereafter be a Custodian hereunder. Whenever the Depositary determines in its
reasonable discretion that it is in the best


                                      -40-
<PAGE>   41
interest of the Owners to do so, it may discharge any Custodian hereunder and
appoint a substitute Custodian, upon Consultation with the Company. Whenever the
Depositary in its reasonable discretion determines that it is in the best
interest of the Owners to do so, it may appoint an 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 form and
substance to the Depositary. Immediately upon any such change, the Depositary
shall give notice in writing to the Company to all Owners and to each other
Custodian, if any, of the name, address and appointment of any custodian not
named in the Receipts.

                  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 5.6 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 in respect of Deposited Securities, the Company agrees to
transmit to the Depositary and the Custodian a copy of the notice thereof in the
form given or to be given to holders of Shares or other Deposited Securities.

                  The Company will arrange for the translation into English if
not already in


                                      -41-
<PAGE>   42
English, to the extent required pursuant to any regulations of the Commission,
and the prompt transmittal by the Company to the Depositary and the Custodian of
such notices and any other reports and communications which are made generally
available by the Company to holders of its Shares. The Depositary will arrange
for the mailing of copies of such notices, reports and communications to all
Owners. The Company will timely provide the Depositary with the quantity of such
notices, reports, and communications, as requested by the Depositary from time
to time, in order for the Depositary to effect such mailings.

         Section 5.7 Distribution of Additional Shares, Rights, etc.

                  The Company agrees that in the event of any issuance or
distribution to Owners pursuant to the Deposit Agreement of (1) additional
Shares, (2) rights to subscribe for Shares, (3) securities convertible into
Shares, or (4) rights to subscribe for such securities, (each a "Distribution")
the Company will promptly furnish to the Depositary a written opinion from U.S.
counsel for the Company, which counsel shall be reasonably satisfactory to the
Depositary, stating whether or not the Distribution requires a registration
statement under the Securities Act of 1933 to be in effect prior to making such
Distribution available to Owners entitled thereto. 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 Distribution. Nothing in this Deposit
Agreement shall create, or shall be construed to create any obligation on the
part of the Company to file any registration statement or to endeavor to have
such a registration statement declared effective.

                  The Company agrees with the Depositary that neither the
Company nor any company controlled by, controlling or under common control with
the Company will at any time deposit any Shares pursuant to this Deposit
Agreement, either originally issued or previously issued and reacquired by the
Company or any such affiliate, unless a


                                      -42-
<PAGE>   43
registration statement is in effect as to such Shares under the Securities Act
of 1933.

         Section 5.8 Indemnification.

                  The Company agrees to indemnify the Depositary, its officers,
directors, employees, agents and affiliates and any Custodian against, and hold
each of them harmless from, any loss, liability or reasonable expense
(including, but not limited to, the reasonable fees and expenses of counsel)
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 any Custodian or their respective officers, directors, employees,
agents and affiliates, except for any liability or expense arising out of the
negligence, willful misconduct or bad faith of any of them, or (ii) by the
Company or any of its officers, directors, employees, agents and affiliates.

                  The indemnities contained in the preceding paragraph shall not
extend to any liability or expense which arises solely and exclusively out of a
Pre-Release transaction (as defined in Section 2.9 hereof) of a Receipt or
Receipts in accordance with Section 2.9 and which would not otherwise have
arisen had such Receipt or Receipts not been the subject of a Pre-Release
pursuant to Section 2.9; provided, however, that the indemnities provided in the
preceding paragraph shall apply to any such liability or expense (i) to the
extent that such liability or expense would have arisen had a Receipt or
Receipts not been the subject of a Pre-Release, or (ii) which may arise out of
any misstatement or alleged misstatement or omission or alleged omission in any
registration statement, proxy statement, prospectus (or placement memorandum),
or preliminary prospectus (or preliminary placement memorandum), relating to the
offer of sale of American Depositary Shares, except to the extent any such
liability or expense arises out of (i) information relating to the Depositary or
any Custodian (other than the Company), as applicable, furnished in writing and
not materially changed or altered by the Company


                                      -43-
<PAGE>   44
expressly for use in any of the foregoing documents, or, (ii) if such
information is provided, the failure to state a material fact necessary to make
the information provided not misleading.

                  The Depositary agrees to indemnify the Company, its officers,
directors, employees, agents and affiliates and hold each of them harmless from
any loss, liability or expense (including, but not limited to, reasonable fees
and expenses of counsel) which may arise out of acts performed or omitted by the
Depositary or the Custodian or their respective officers, directors, employees,
agents and affiliates due to their negligence, willful misconduct or bad faith.

                  If any action, claim or proceeding shall be brought or
threatened to be brought against any party in respect of which indemnity may be
sought pursuant to this Section 5.8 (the "Indemnified Party"), the Indemnified
Party shall as soon as practicable (or, in the case of any action or claim which
is threatened to be brought, as soon as practicable after such Indemnified Party
becomes aware of the same) notify the party against whom indemnity may be sought
(the "Indemnifying Party") in writing of such action, claim or proceeding, and
the Indemnifying Party shall be entitled to participate therein and, to the
extent that it wishes, to assume the defense thereof with counsel reasonably
satisfactory to the Indemnified Party; provided, however, that if the
Indemnified Party reasonably believes that there may be legal defenses available
to it which are different from or in addition to those available to the
Indemnifying Party it may retain counsel at its expense and participate in such
defense. In all circumstances, all other parties hereto shall provide to the
party against whom such action or claim is brought or threatened to be brought
such information and assistance as such party shall reasonably request, subject
to the provisions of the indemnity contained in this Section 5.8. Each party
shall, to the extent reasonable, practicable and consistent with such party's
legal obligations and responsibilities, in all circumstances consult with each
of the other parties as and when reasonably requested by such party in respect
of any action or


                                      -44-
<PAGE>   45
claim referred to in this Section 5.8. After notice from the Indemnifying Party
to the Indemnified Party of its election to assume the defense of such claim or
action, the Indemnifying Party shall not be liable to the Indemnified Party for
any legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense or investigation thereof. In no event shall the
Indemnifying Party, in connection with any one such proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for fees
and expenses of more than one counsel in each such jurisdiction). The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably
withheld.

                  The obligations set forth in this Section 5.8 shall survive
the termination of this Deposit Agreement and the succession or substitution of
any indemnified person. No Owner or other holder of Receipts shall have any
rights under this Section 5.8

         Section 5.9 Charges of Depositary.

                  The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Company from time to time. The Depositary shall present its statement for
such charges and expenses to the Company once every three months. The charges
and expenses of the Custodian are for the sole account of the Depositary.

                  Subject to applicable law and the regulations of any exchange
upon which the American Depositary Shares are listed, the following charges
shall be incurred by any party depositing or withdrawing Shares or by any party
surrendering Receipts or to whom Receipts are issued (including, without
limitation, issuance pursuant to a stock dividend or stock split declared by the
Company or an exchange of stock regarding the Receipts or Deposited Securities
or a distribution of Receipts pursuant to Section 4.3), whichever

                                      -45-
<PAGE>   46
applicable: (1) taxes and other governmental charges, (2) such registration fees
as may from time to time be in effect for the registration of transfers of
Shares generally applicable to transfers of Shares to the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or
withdrawals hereunder, (3) such air courier, cable, telex and facsimile
transmission expenses as are expressly provided in this Deposit Agreement, (4)
such expenses as are incurred by the Depositary in the conversion of Foreign
Currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American
Depositary Shares (or portion thereof) for the execution and delivery of
Receipts pursuant to Section 2.3, 4.3 or 4.4, and the surrender of Receipts
pursuant to Section 2.5 or 6.2, (6) a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to
the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4
hereof, except for any distribution of cash dividends and (7) a fee for the
distribution of securities pursuant to Section 4.2, such fee being in an amount
equal to the fee for the execution and delivery of Receipts referred to above
which would have been charged as a result of the deposit of such securities (for
purposes of this clause (7) treating all such securities as if they were
Shares), but which securities are instead distributed by the Depositary to
Owners.

                  The Depositary, subject to Section 2.9 hereof, may own and
deal in any class of securities of the Company and its affiliates and in
Receipts.

         Section 5.10 Retention of Depositary Documents.

                  The Depositary is authorized to destroy those documents,
records, bills and other data compiled during the term of this Deposit Agreement
at the times permitted by the laws or regulations governing the Depositary
unless the Company requests that such papers be retained for a longer period or
turned over to the Company or to a successor depositary.

         Section 5.11 Exclusivity.

                                      -46-
<PAGE>   47
                  Subject to Section 5.4 of this Agreement, the Company agrees
not to appoint any other depositary for issuance of American Depositary Receipts
so long as The Bank of New York is acting as Depositary hereunder.

                  The Depositary agrees with the Company not to establish any
unsponsored American depositary receipt program for any securities issued by the
Company so long as the Depositary is acting hereunder.

6.         AMENDMENT AND TERMINATION.

         Section 6.1 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 without the consent of Owners or Holders. Any amendment which shall
impose or increase any fees or charges (other than taxes and other governmental
charges, registration fees, air courier, cable, telex or facsimile transmission
costs, delivery costs or other such expenses), or which shall otherwise
prejudice any substantial existing right of Owners, shall, however, not become
effective as to outstanding Receipts until the expiration of thirty (30) days
after notice of such amendment shall have been given to the Owners of
outstanding Receipts. Every Owner and Holder 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 Owner
of any Receipt to surrender such Receipt and receive therefor the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law.

         Section 6.2 Termination.

                  The Depositary shall at any time at the direction of the
Company terminate


                                      -47-
<PAGE>   48
this Deposit Agreement by mailing notice of such termination to the Owners 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 this Deposit
Agreement by mailing notice of such termination to the Company and the Owners of
all Receipts then outstanding if at any time 30 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 5.4. On and after the date of
termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at
the Corporate Trust Office of the Depositary, (b) payment of the fee of the
Depositary for the surrender of Receipts referred to in Section 5.9, and (c)
payment of any applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt. 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 or other distributions with respect
thereto to the Owners 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 and other property 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 (after deducting, in each case, the fee of the
Depositary for the surrender of Receipts referred to in Section 5.9, any
expenses for the account of the Owner of such Receipts in accordance with the
terms and conditions of this Deposit Agreement, and any applicable taxes or
governmental charges). 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 uninvested the net proceeds of any such sale,
together with any other


                                      -48-
<PAGE>   49
cash then held by it hereunder, unsegregated and without liability for interest,
for the pro rata benefit of the Owners of Receipts which have not theretofore
been surrendered, such Owners thereupon becoming general creditors of the
Depositary with respect to such net proceeds. After making such sale, the
Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of this Deposit Agreement and any applicable taxes
or governmental charges) and its obligations to the Company under Section 5.8
hereof. 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 5.8 and 5.9 hereof.

7.         MISCELLANEOUS.

         Section 7.1 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 Custodian and shall
be open to inspection by any Holder or Owner of a Receipt during business hours.

         Section 7.2 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 7.3 Severability.

                                      -49-
<PAGE>   50
                  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 way be affected,
prejudiced or disturbed thereby.

         Section 7.4 Holders and Owners as Parties; Binding Effect.

                  The Holders and Owners 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 7.5 Notices.

                  Any and all notices to be given to the Company shall be deemed
to have been duly given if personally delivered or sent by mail or air courier,
or by facsimile transmission confirmed by letter, addressed to SAP
Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung,
Neurottstra(beta)e 16, D-69190, Walldorf, Federal Republic of Germany, facsimile
number: 011-49-6227-7-42060 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 in English and personally delivered or sent by
mail or air courier, or by facsimile transmission confirmed by letter, addressed
to The Bank of New York, 101 Barclay Street, New York, New York 10286,
Attention: American Depositary Receipt Administration, facsimile number:
212-571-3050 or any other place to which the Depositary may have transferred its
Corporate Trust Office.

                  Any and all notices to be given to any Owner shall be deemed
to have been duly given if personally delivered or sent by mail or air courier
or by cable, telex or facsimile transmission confirmed by letter, addressed to
such Owner at the address of


                                      -50-
<PAGE>   51
such Owner as it appears on the transfer books for Receipts of the Depositary,
or, if such Owner shall have filed with the Depositary a written request that
notices intended for such Owner be mailed to some other address, at the address
designated in such request.

                  Delivery of a notice sent by mail or air courier or by 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 transmission) is deposited, postage prepaid,
in a post-office letter box or, in the case of a letter sent by air courier,
with the air courier company. The Depositary or the Company may, however, act
upon any cable, telex or facsimile transmission received by it, notwithstanding
that such cable, telex or facsimile transmission shall not subsequently be
confirmed by letter as aforesaid.

         Section 7.6 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, without regard to the
principles of conflicts of laws thereof.

         Section 7.7 Compliance with U.S. Securities Laws.

                  Notwithstanding anything in this Deposit Agreement to the
contrary, the Company and the Depositary each agrees 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 U.S.
securities laws, including, but not limited to, Section I.A.(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act of 1933.

         Section 7.8 Assignment.

                                      -51-
<PAGE>   52
                  Unless otherwise agreed in writing, this Deposit Agreement may
not be assigned by either the Company or the Depositary.


                                      -52-
<PAGE>   53
IN WITNESS WHEREOF, SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER
DATENVERARBEITUNG and THE BANK OF NEW YORK have duly executed this agreement as
of the day and year first set forth above and all Owners shall become parties
hereto upon acceptance by them of Receipts issued in accordance with the terms
hereof.

                                    SAP AKTIENGESELLSCHAFT SYSTEME,
                                    ANWENDUNGEN, PRODUKTE IN DER
                                    DATENVERARBEITUNG

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



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


                                    THE BANK OF NEW YORK,

                                        as Depositary

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


                                      -53-