Exhibit 2.5  EXECUTION
COPY  JSG FUNDING PLC  and  DEUTSCHE BANK AG acting
through its London Branch  As Book-Entry Depositary,  DEUTSCHE BANK AG acting
through its London Branch  As Note Custodian  and  THE OWNERS OF BOOK-ENTRY
INTERESTS  in  7.75% Senior Subordinated
Notes due 2015  
  EURO DEPOSIT AND CUSTODY
AGREEMENT  Dated as
of January 31, 2005


EURO DEPOSIT AND CUSTODY
AGREEMENT  THIS AGREEMENT (the Agreement) is made as of this
January 31, 2005 by and among JSG Funding plc, a public limited company
incorporated and existing under the laws of Ireland (the Issuer), which is
party hereto for the limited purposes referred to herein, Deutsche Bank AG
acting through its London Branch, as the Book-Entry Depositary (as defined
below), Deutsche Bank AG acting through its London Branch, as the Note
Custodian (as defined below), and owners from time to time of Book-Entry
Interests. ARTICLE ONEDEFINITIONS AND OTHER GENERAL PROVISIONS SECTION 1.01  Definitions.  The following terms, as used herein, have the
following meanings:  Additional Amounts shall have the meaning ascribed
to it in Section 2.15 hereof.  Affiliate shall have the meaning ascribed to it in
the Indenture.  Applicable Procedures
means, with respect to any transfer or transactions involving a Global Note or
beneficial interests therein, the rules and procedures for any Depositary for
such Note, to the extent applicable to such transfer or transaction and as in
effect at the time of such transfer or transaction.  Board Resolution shall have the meaning ascribed
to it in the Indenture.  Book-Entry Depositary means the party named as
such in this Agreement or its nominee or the custodian for either until a
successor shall have become such pursuant to Section 3.08 hereof, and thereafter
Book-Entry Depositary shall mean its successor or its nominee or the
custodian for either.  Book-Entry Interests means beneficial interests in
any Certificated Depositary Interests issued pursuant to this Agreement and
reflected on the records maintained by the Book-Entry Depositary, which are
eligible for trading through the book-entry system of a Depositary.  References to Book-Entry Interests in a
Global Note should be understood to mean Book-Entry Interests in the
Certificated Depositary Interest issued with respect to such Global Note.  Business Day shall have the meaning ascribed to it
in the Indenture.  Certificated Depositary Interest means a
certificate (in substantially the form of Annex A hereto) representing an
interest in a Global Note held by the Book-Entry Depositary that (i) shall
at all times prior to the issuance of Definitive Notes in respect thereof
represent the right to receive 100% of the principal, premium (if any),
interest and Additional Amounts (if any) of the underlying Global Note and the
right to require the Book-Entry Depositary to procure  1


the issue of one or more Definitive Notes
representing up to 100% of the principal amount represented by such Global Note
and (ii) is issued by the Book-Entry Depositary to a Depositary or its
nominee.  Clearstream means Clearstream Banking, société anonyme.  Common Depositary means Deutsche Bank AG acting
through its London Branch or its successor, as common depositary for Euroclear
and Clearstream, their successors or nominees.  Company Order shall have the meaning ascribed to
it in the Indenture.  Corporate Trust Office means the offices of the
Book-Entry Depositary in London, England, at which any particular time its
corporate trust business shall be principally administered, which at the date
hereof is located at Winchester House, 1 Great Winchester Street, London, EC2N
2DB.  The Corporate Trust Office will at all times
be outside Ireland.  Definitive Notes shall have the meaning ascribed
to them in the Indenture.  Depositaries mean Euroclear and Clearstream or, as
appropriate, the Common Depositary for Euroclear and Clearstream and the
nominee of any of these, and any successor of any of these as the owner of the
Certificated Depositary Interests and indicated as such in the records of the
Book-Entry Depositary.  Event of Default shall have the meaning ascribed
to it in the Indenture.  Exchange Offer shall have the meaning ascribed to
it in the Indenture.  Euroclear means Euroclear Bank S.A./N.V.  Global Notes shall have the meaning ascribed to
them in the Indenture.  References to the
Global Notes shall mean each of the Regulation S Global Notes and the
Rule 144A Global Notes.  Holder shall have the meaning ascribed to it in
the Indenture.  Indenture means the Euro Indenture of even date
among the Issuer, Deutsche Bank Trust Company Americas, as Trustee, Deutsche
Bank Luxembourg S.A., as Paying Agent and transfer agent, and Deutsche Bank AG
acting through its London Branch, as Principal Paying Agent and transfer agent,
relating to 7.75% Senior Subordinated Notes due 2015 of the Issuer as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental thereto entered into pursuant to the
applicable provisions thereof, including for all purposes the provisions of the
TIA that are deemed to be part of and govern such instrument.  Issuer means the party named as such in this
Agreement until a successor replaces it pursuant to the applicable provisions
of the Indenture and, thereafter, means the successor.  2


Note Custodian means Deutsche Bank AG acting
through its London Branch at its corporate trust offices at Winchester House, 1
Great Winchester Street, London, EC2N 2DB,
in its capacity as custodian of the Global Notes and its successors.  Notes shall have the meaning ascribed to them in
the Indenture.  Officers Certificate shall have the meaning ascribed
to it in the Indenture.  Opinion of Counsel means a written opinion from
legal counsel, who may be counsel to the Issuer and who shall otherwise be
reasonably satisfactory to the Book-Entry Depositary.  Participants shall have the meaning ascribed to
them in Section 2.02(a).  Person shall have the meaning ascribed to it in
the Indenture.  Regulation S Global Notes shall have the meaning
ascribed to them in the Indenture.  Responsible Officer means, with respect to the
Book-Entry Depositary, any director, managing director, vice president,
assistant vice president, corporate trust officer, assistant corporate trust
officer, secretary, assistant secretary, treasurer, assistant treasurer,
associate or any other officer or assistant officer of the Book-Entry
Depositary customarily performing functions similar to those performed by the
persons who at that time shall be such officers having direct responsibility
for the administration of this Agreement, and also means, with respect to a
particular corporate trust matter, any other officer to whom such trust matter
is referred because of his or her knowledge of and familiarity with the
particular subject.  Restricted Period means the period of 41
consecutive days beginning on and including the later of (i) the day on
which Notes are first offered to persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S
and (ii) the day on which the closing of the offering of the Notes occurs.  Rule 144A Global Notes shall have the meaning
ascribed to them in the Indenture.  Securities Act means the United States Securities
Act of 1933, as amended.  TIA shall have the meaning ascribed to it in the
Indenture.  Trustee means the Person acting as Trustee under
the Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of the Indenture, and thereafter Trustee shall mean
such successor Trustee.  Unrestricted Global Note means a Global Note other
than a Rule 144A Global Note (but which may be a Regulation S Global
Note), with respect to which Book-Entry Interests therein may be transferable
without material restriction under the Securities Act.  3


SECTION 1.02  Rulesof Construction.  Unless the context otherwise requires:  (1) a term has the meaning assigned to
it; (2) any capitalized term not otherwise defined herein shall have the
meaning ascribed to it in the Indenture; (3)  or is not exclusive;
(4)  including means including without limitation; (5) words in the
singular include the plural and words in the plural include the singular; and
(6) the words herein, hereof and hereunder and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.  ARTICLE TWOBOOK- ENTRY INTERESTS  SECTION 2.01  Depositof the Global Note.  The Note Custodian hereby accepts custody of the
Global Notes for and on behalf of the Book-Entry Depositary and shall act as
custodian thereof for and on behalf of the Book-Entry Depositary in accordance
with the terms of this Agreement.  The
Note Custodian shall hold such Global Notes at its corporate trust office in
London, England or at such other place or places outside Ireland as the
Book-Entry Depositary may determine with the prior written consent of the
Issuer and the Book-Entry Depositary shall issue a Certificated Depositary
Interest with respect to each Global Note in accordance with the Applicable
Procedures.  For the avoidance of doubt,
the Book-Entry Depositary shall not act out of or through any branch in Ireland
in connection with any of the functions contemplated by this Agreement.The Certificated Depositary Interests
shall be issuable only to a Depositary. 
Nothing in this Agreement shall affect the legal rights of the Holder of
any Global Note or the obligations of the Issuer or the Trustee to such Holder.  SECTION 2.02  Book-Entry System.  (a)           Upon acceptance by the Depositaries
of the Certificated Depositary Interests representing interests in the Global
Notes for entry into their book-entry settlement system in accordance with the
Applicable Procedures, Book-Entry Interests will be issued by the Depositaries
and traded through the book-entry systems of the Depositaries, and ownership of
such Book-Entry Interests shall be shown in, and the transfer of such ownership
shall be effected only through, records maintained by (i) the Depositaries
or (ii) institutions that have accounts with the Depositaries (Participants).  Book-Entry Interests shall be transferable
only as units representing authorized denominations of the Notes and in the
manner contemplated by the Indenture.  (b)           Except as provided in Section 2.05,
no owner of Book-Entry Interests shall be entitled to receive a Definitive Note
on account of such ownership or in exchange for beneficial interests in Global
Notes and such owners interest therein shall be shown only in accordance with
the Applicable Procedures.  4


SECTION 2.03  Proceduresin the Event of an
Exchange Offer.  Upon receipt by the Book-Entry Depositary or the
Note Custodian as holder of the Global Notes for on behalf of the Book-Entry
Depositary of notice of either the commencement of an Exchange Offer or the
implementation of arrangements permitting the resale by holders of Notes
pursuant to the registration provisions of the Securities Act, the Book-Entry
Depositary or the Note Custodian will forward to the Depositaries materials relating
to such Exchange Offer or other arrangements with any additional instructions
applicable to owners of Book-Entry Interests. 
In the case of an Exchange Offer, upon notice by the Depositaries of the
principal amount of Book-Entry Interests in the Regulation S Global Note or the
Rule 144A Global Note (as applicable) tendered in response to the Exchange
Offer, the Book-Entry Depositary or the Note Custodian shall (i) deliver to the
Trustee that portion of each Global Note with respect to which Book-Entry
Interests have been tendered and received in exchange therefor (to the extent
such portions of such Global Note are accepted pursuant to the Exchange Offer)
and shall receive from the Trustee a new Unrestricted Global Note in like
principal amount as the Book-Entry Interests tendered in respect of such Global
Notes which such new Unrestricted Global Note shall be substantially in the
form of the Global Note set out in Exhibit C of the Indenture, (ii) issue to
the applicable Depositaries a new Certificated Depositary Interest representing
an interest in the new Unrestricted Global Note, (iii) record any changes in
the principal amount of the Certificated Depositary Interests representing
interests in each of the Regulation S Global Note, the Rule 144A Global Note
and the Unrestricted Global Note and (iv) notify the Depositaries of any such
changes.  Book-Entry Interests in each
Unrestricted Global Note shall be assigned a Common Code and ISIN number
different from those assigned to Book-Entry Interests in the Rule 144A Global
Notes or the Regulation S Global Notes (if such Unrestricted Global Note is not
a Regulation S Global Note).  SECTION 2.04  Recordof Transfer of the
Certificated Depositary Interests.  The Issuer hereby appoints the Book-Entry Depositary
as its agent for the sole purpose of maintaining at its Corporate Trust Office
records in which it shall (i) record the Depositaries as the initial
owners of the Certificated Depositary Interests, (ii) record the transfer
of any Certificated Depositary Interests and (iii) record the increases
and decreases in the principal amount represented by Certificated Depositary
Interests.  The Certificated Depositary
Interests shall not be transferred (i) except as a whole and only to a
Depositary, (ii) unless such transfer is noted in the records of the Book-Entry
Depositary and (iii) unless such transfer is confirmed by the applicable
Depositary and ownership of the Certificated Depositary Interests are
transferred to and registered in the name of a Depositary, authorized by the
transferor Depositary and approved by the Issuer.  The Book-Entry Depositary shall not recognize
any transfer or exchange of ownership of the Certificated Depositary Interests
that does not comply with the provisions of this Section 2.04.  The Book-Entry Depositary shall treat the
Person in whose name a Certificated Depositary Interest is recorded in its
records as the owner thereof for all purposes whatsoever and shall not be bound
or affected by any notice to the contrary, other than an order of a court
having jurisdiction over the Book-Entry Depositary.  The foregoing paragraph shall not (i) impose an
obligation on the Book-Entry Depositary or the Note Custodian to record the
interests in or transfers of Book-Entry Interests held by Participants in a
Depositary or Persons that may hold Book-Entry Interests through  5


Participants in a Depositary or (ii) restrict
transfers of such Book-Entry Interests held by Participants in a Depositary or such
Persons.  In connection with the Book-Entry Depositarys
appointment as the Issuers agent under this Section 2.04, the Issuer shall
have such rights and obligations as regards removal of the Book-Entry
Depositary and appointment of a successor as are specified in Section 3.06
hereof.  SECTION 2.05  Transferof the Global Notes.  The Note Custodian shall hold each Global Note in
custody for and on behalf of theBook-Entry
Depositary.  Neither the Note Custodian
nor the Book-Entry Depositary shall transfer or lend any Global Note or any
interest therein except (i) as provided by Section 2.7 of the Indenture, (ii) a
Global Note may be exchanged or replaced pursuant to Section 2.8 of the
Indenture or Section 2.03 of this Agreement, (iii) any Global Note may be
delivered to the Trustee for cancellation pursuant to Section 2.12 of the
Indenture and (iv) that Global Notes may be transferred as a whole (A) by
the Book-Entry Depositary to a nominee or custodian of the Book-Entry
Depositary or (B) by a nominee or custodian of the Book-Entry Depositary to the
Book-Entry Depositary or, in the case of each (A) and (B), to another successor
of the Book-Entry Depositary or a nominee or custodian of such successor,
located outside Ireland who becomes such a successor in accordance with the
provisions of Sections 3.06 and 3.07 hereof (and, in the case of clause (iv),
who is acceptable to the Issuer). 
Notwithstanding the foregoing, the Note Custodian and the Book-Entry
Depositary shall not under any circumstances surrender or deliver any Global
Notes to a Depositary.  If (i) a
Depositary notifies the Issuer at any time that it is unwilling or unable to
continue as depositary for Certificated Depositary Interests representing the
Global Notes and a successor depositary is not appointed within 90 days of
such notification, (b) the Book-Entry Depositary notifies the Issuer at any
time that it is unwilling or unable to continue as book-entry depositary and a
successor book-entry depositary is not appointed by issuer within 90 days,
(c) a Depositary requests the issuance of Definitive Notes following an Event
of Default under the Indenture, (d) at any time if the Issuer in its sole
discretion determines and notifies the Trustee that it elects to cause the
issuance of Definitive Notes (in whole (but not in part)) or (e) an Event of
Default occurs and is continuing and the Issuer is required pursuant to the
terms of the Indenture to exchange all or part of a Global Note for one or more
Definitive Notes, then the Book-Entry Depositary shall promptly notify the Note
Custodian and the Trustee and request the Trustee to issue Definitive Notes in
such names and denominations as the Holder shall specify in accordance with
Article Two of the Indenture and the Book-Entry Depositary agrees that in such
event it will promptly surrender, or cause the Note Custodian to surrender, the
Global Notes held by it to the Trustee in connection with such exchange and
that such Global Notes will be cancelled upon issuance of such Definitive
Notes.   In no event will Definitive
Notes be issued in bearer form.  Delivery of Definitive Notes pursuant to this
Section 2.05 shall be made free of any fees of the Book-Entry Depositary to a
Depositary or the beneficial owner thereof.  6


SECTION 2.06  Cancellation.  If any Global Note is surrendered for payment or for
redemption or purchase by the Issuer of Notes evidenced thereby or for exchange
for Definitive Notes to any Person other than the Trustee, then such Global
Note shall, subject to the provisions of this Article II, become void and be
delivered to the Trustee for cancellation in whole or in part.  SECTION 2.07  Paymentsin Respect of the
Certificated Depositary Interests and Global Notes.  (a)           Whenever the Book-Entry Depositary
shall receive from the Trustee (or other paying agent appointed under the
Indenture) any payment on any Global Note, the amount so received shall be
distributed promptly to the Depositary entitled thereto on the corresponding
payment date for such Global Note.  So
long as Euroclear or Clearstream is the Depositary, such payments shall be made
in accordance with the Applicable Procedures.  (b)           The Book-Entry Depositary shall
forward to the Issuer or its agents such information from its records as the
Issuer may reasonably request to enable the Issuer or its agents to file
necessary reports with governmental agencies and the Book-Entry Depositary, the
Issuer or their agents may (but shall not be required to) file any such reports
necessary to obtain benefits under any applicable tax treaties for the
Depositaries or beneficial owners of Book-Entry Interests.  (c)           None of the Issuer, the Trustee, the
Book-Entry Depositary, the Note Custodian or any agent of the Issuer, the
Trustee or the Book-Entry Depositary shall have any responsibility or liability
for any aspect of the records relating to payments made by a Depositary (or its
direct or indirect Participants) on account of Book-Entry Interests or for
maintaining, supervising or reviewing any records relating to such Book-Entry
Interests.  (d)           Notwithstanding any other provision
of this Agreement, the Book-Entry Depositary shall be required to pay to any
Depositary only amounts (including Additional Amounts) received by the Book-Entry
Depositary under a Global Note in which such Depositary holds an interest.  SECTION 2.08  Changein Principal Amount of
Global Notes.  (a)           Upon transfer or exchange of a
beneficial interest in one Global Note for another Global Note as provided in
Section 2.7 of the Indenture or upon the issuance of Definitive Notes in
accordance with Section 2.6 of the Indenture, the Book-Entry Depositary shall
adjust accordingly the principal amounts of the Certificated Depositary
Interests and shall confirm such adjustments with the applicable
Depositary.  The Book-Entry Depositary
shall present the Global Notes to the Trustee or its agent to reduce or
increase the principal amount thereof in accordance with Section 2.7 of the
Indenture.  (b)           In the event that the Issuer
exercises any right of redemption in respect of any Notes constituting all or
any part of a Global Note or purchases any Notes constituting all or any part
of a Global Note pursuant to an offer to purchase Notes pursuant to the
Indenture, the Book-Entry Depositary shall promptly cause the Note Custodian to
request the Trustee to adjust its records and request the Trustee to endorse
the applicable Schedule to such Global Note, in  7


each case
to reflect the reduction in the principal amount of such Global Note as a
result of such redemption or purchase. 
The redemption price or purchase price payable in connection with the
redemption or purchase of a portion of such Global Note shall be equal to the
amount received by the Book-Entry Depositary in respect of the aggregate
principal amount of the Notes so redeemed or purchased.  In addition, the Book-Entry Depositary shall
cause the Note Custodian to notify the applicable Depositary of the principal
amount redeemed and of a corresponding reduction of the same principal amount
of the applicable Certificated Depositary Interest.  The Book-Entry Depositary shall pay all such
amounts received by it in connection with such redemption to such Depositary.  (c)           Whenever the principal amount at
maturity of a Global Note is changed by the Trustee, the Book-Entry Depositary
shall cause the Note Custodian to notify the applicable Depositary in each case
of the corresponding change in the principal amount of the related Certificated
Depositary Interest.  SECTION 2.09  Offerto Purchase Notes and
Book-Entry Interests.  Upon receipt by the Book-Entry Depositary as Holder
of the Global Note of a notice of redemption of the Notes pursuant to the
Indenture, the Book-Entry Depositary will forward such notice of redemption to
the applicable Depositary with any additional instructions applicable to owners
of Book-Entry Interests.  Upon notice by
the applicable Depositary of the principal amount of Book-Entry Interests
tendered for purchase in response to such notice of redemption, the Book-Entry
Depositary will cause the Note Custodian to surrender the applicable Global
Note in accordance with the instructions set forth in the notice of redemption,
indicating the portion of the principal amount of the Global Note that is being
tendered for purchase pursuant to the notice of redemption.  Upon receipt of any payment resulting from
the notice of redemption, the Book-Entry Depositary shall pay any amounts
received to the applicable Depositary, indicate the principal amount of the
Global Note reduced by the Trustee in connection with the notice of redemption
and notify such Depositary of a corresponding reduction in the principal amount
of the applicable Certificated Depositary Interest.  SECTION 2.10  Transfersand Transfer
Restrictions.  Transfers and exchanges of Book-Entry Interests of
the kinds specified in Section 2.7 of the Indenture shall be made only in
accordance with said Section 2.7 and the Applicable Procedures.  The parties hereto acknowledge that pursuant to
arrangements with the Depositaries, during the Restricted Period, any trades in
Book-Entry Interests in a Regulation S Global Note shall only occur in or
through accounts maintained at Euroclear and Clearstream.  Each owner of Book-Entry Interests in the Rule 144A
Global Note understands that such Book-Entry Interests have not been registered
under the Securities Act and may not be offered, resold, pledged or otherwise
transferred by such owner except (a)(i) to a person who such owner reasonably
believes is a qualified institutional buyer acquiring for its own account or
the account of a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A, (ii) in an offshore transaction meeting the
requirements of Rule 903 or Rule 904 of  8


Regulation S, (iii) pursuant to an
exemption from registration under the Securities Act provided by Rule 144
thereunder (if available) or (iv) pursuant to an effective registration
statement under the Securities Act and (b) in accordance with all applicable
securities laws of the states of the United States and other jurisdictions.  SECTION 2.11  RecordDate.  Whenever any payment is to be made in respect of the
Global Notes, the Book-Entry Depositary or the Note Custodian shall receive
notice of any action to be taken by the Depositaries or holders of Book-Entry
Interests (such notice to be given only through the Depositaries), or whenever
the Issuer otherwise deems it appropriate in respect of any other matter, the
Issuer shall fix a record date for the determination of the aggregate principal
amount of Global Notes represented by Certificated Depositary Interests or the
holder who shall be entitled to receive payment in respect of Certificated
Depositary Interests or to take any such action or to act in respect of any
such matter, which record date shall at all times be the record date for the
Global Notes.  Subject to the provisions
of this Agreement, only the Depositaries in whose names the Certificated
Depositary Interests are recorded on the records of the Book-Entry Depositary
at the close of business on such record date shall be entitled to receive any
such payment, to give instructions as to such action or to act in respect of
any such matter.  SECTION 2.12  Actionin Respect of the
Certificated Depositary Interests or the Global Notes.  As soon as practicable, but not later than 10 days
after receipt by the Book-Entry Depositary or the Note Custodian of notice of
any solicitation of consents or request for a waiver or other action by the
Depositaries or owners of Book-Entry Interests or by the Book-Entry Depositary
under this Agreement, the Book-Entry Depositary shall mail to the Depositaries
a notice containing (a) such information as is contained in the notice
received, (b) a statement that the Depositary at the close of business on
a specified record date (established in accordance with Section 2.11 hereof)
will be entitled, subject to the provisions of or governing the Certificated Depositary
Interests or Global Notes, as the case may be, to instruct the Book-Entry
Depositary as to the consent, waiver or other action, if any, pertaining to the
Certificated Depositary Interests or Global Notes, as the case may be, and
(c) a statement as to the manner in which such instructions may be
given.  Upon the written request of the
Depositaries received on or before the date established by the Issuer for such
purpose, the Book-Entry Depositary shall, or if applicable, shall cause the
Note Custodian to, endeavor insofar as practicable and permitted under the
provisions governing the Certificated Depositary Interests or Global Notes, as
the case may be, to take such action regarding the requested consent, waiver or
other action in respect of such Certificated Depositary Interest or Global
Note, as the case may be, in accordance with any instructions set forth in such
request.  The Book-Entry Depositary and
the Note Custodian shall not themselves exercise any discretion in the granting
of consents or waivers or the taking of any other action in respect of the
Certificated Depositary Interests, the Book-Entry Interests or Global Notes.  SECTION 2.13  ChangesAffecting the Global
Notes.  Upon any reclassification of the Global Notes or
upon any merger or consolidation or sale of substantially all the assets
affecting the Issuer or to which the Issuer is a  9


party, any securities that shall be received by the
Book-Entry Depositary or the Note Custodian in exchange for or in respect of a
Global Note shall be treated as a new Global Note or as part of the Global Note
under this Agreement and any corresponding Certificated Depositary Interest
shall thenceforth represent such Global Note, including such new securities so
received.  SECTION 2.14  Reports.  The Book-Entry Depositary and the Note Custodian
will as soon as practicable (and in no event later than 10 days from receipt)
send to the Depositaries a copy of any notices, reports and other
communications received relating to the Issuer, the Global Notes or the Book-Entry
Interests.  SECTION 2.15  AdditionalAmounts.  At least 10 days prior to the first date on which
payment of principal, premium, if any, or interest on the Notes is to be made,
and at least 10 days prior to any subsequent such date if there has been any
change with respect to the matters set forth in the Officers Certificate
described in Section 4.20 of the Indenture, the Issuer will furnish the
Book-Entry Depositary with an Officers Certificate specifying whether such
payment of principal, premium, if any, or interest on the Notes shall be made
without withholding or deduction for, or on account of, any Taxes and the
amount, if any, required to be withheld on such payments and the amount, if
any, of additional amounts payable, net of amounts to which the Depositaries or
owner of Book-Entry Interests is not entitled. 
The Book-Entry Depositary shall have no responsibility for determining
whether a Depositary or any owner of a Book-Entry Interest is entitled to the
payment of Additional Amounts, but shall be entitled to rely conclusively for
this purpose on the Officers Certificate or on certifications from any
Depositary.  The Issuer shall, prior to
the date on which the Book-Entry Depositary is required to make such payment,
pay to the Book-Entry Depositary amounts equal to any Additional Amounts
payable on such date by the Book-Entry Depositary under this Agreement.  The Issuer shall indemnify the Book-Entry
Depositary for, and hold it harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by it in reliance on any
Officers Certificate furnished to them pursuant to this Section 2.15 or
failure to furnish any such Officers Certificate.  Notwithstanding anything to the contrary
provided above, the Book-Entry Depositary shall pay or cause to be paid
Additional Amounts only out of funds that shall be received by it from the Issuer
for that purpose.  ARTICLE THREETHE BOOK-ENTRY DEPOSITARY AND THE NOTE CUSTODIAN  SECTION 3.01  CertainDuties and
Responsibilities.  (a)           The Book-Entry Depositary and the
Note Custodian undertake to perform such duties and only such duties as are specifically
set forth in this Agreement.  The Book-Entry
Depositary may perform or execute any of its duties or powers hereunder either
directly or through its agents.  10


The Book-Entry Depositary and the Note Custodian
shall not incur any liability to any Depositary with respect to any
Certificated Depositary Interest, any owner of Book-Entry Interests or any
other Person hereunder or in connection herewith if, by reason of any provision
of any present or future law or regulation of any governmental or regulatory
authority or securities exchange, or by reason of any act of God or war or
other circumstance beyond the control of the Book-Entry Depositary and the Note
Custodian, the Book-Entry Depositary and the Note Custodian shall be prevented
or forbidden from doing or performing any act or thing that the terms of this
Agreement provide shall be done or performed.  The Book-Entry Depositary and the Note Custodian
shall not be liable under this Agreement other than by reason of their own bad
faith, willful misconduct or negligence in the performance of such duties as
are specifically set forth in this Agreement. 
The Book-Entry Depositary and the Note Custodian shall not be liable for
any damages resulting from the transfer or delivery of the Book-Entry Interests
in accordance with the terms of this Agreement. 
The Book-Entry Depositary and the Note Custodian shall not be liable for
any action or inaction by them done in good faith reliance upon the written
advice of legal counsel.  The Book-EntryDepositary and the Note Custodian may rely
upon any written notice, request, direction or other document believed by them
in good faith to be genuine and to have been signed or presented by the proper
party or parties.  The Book-Entry Depositary and the Note Custodian
assume no obligation nor shall they be subject to any liability under this
Agreement to any Depositary or any owner of Book-Entry Interests or any other
Person (including, without limitation, liability with respect to the validity
or worth of the Notes), other than that they agree to use their good faith and
reasonable care in the performance of such duties as are specifically set forth
in this Agreement.  The Book-Entry Depositary and the Note Custodian make
no representation or warranty and shall at no time have any responsibility for,
or liability or obligation in respect of, the legality, validity, binding
effect, adequacy or enforceability of the Notes, the performance and observance
by the Issuer of its obligations under the Notes or the recoverability of any
sum of interest and principal due or to become due from the Issuer in respect
of the Notes.  The Book-Entry Depositary and the Note Custodian
shall at no time have any responsibility for, or obligation or liability in
respect of, the financial condition, creditworthiness, affairs, status or
nature of the Issuer.  The Book-Entry Depositary and the Note Custodian
shall not be under any obligation to appear in, prosecute or defend any action,
suit or other proceeding in respect of any Note or in respect of the Book-Entry
Interests, or take any other action or omit to take any action under this
Agreement, which in their opinion may involve them in expense or liability,
unless reasonable security or indemnity against the cost, expenses and
liabilities which may be incurred by them in connection therewith is furnished.  The Book-Entry Depositary and the Note Custodian
shall not be liable for any acts or omissions made by a successor depositary or
successor note custodian whether in connection with a previous act or omission
of the Book-Entry Depositary or Note Custodian or in connection with a matter
arising wholly after the removal or resignation of the Book-Entry  11


Depositary or Note Custodian, provided that the Book-Entry
Depositary or Note Custodian, exercised its good faith and reasonable care
while it acted as Book-Entry Depositary or Note Custodian, as the case may be.  The Book-Entry Depositary and the Note Custodian may
own and deal in any class of securities of the Issuer and its affiliates and in
interests in the Book-Entry Interests. 
The Book-Entry Depositary and the Note Custodian may enter into other
dealings with the Issuer or any of its Affiliates of any nature whatsoever.  SECTION 3.02NotResponsible for Recitals
or Issuance of Notes.  The recitals contained in the Indenture and in the
Notes, except the Trustees certificates of authentication, shall be taken as
the statements of the Issuer and the Book-Entry Depositary and the Note
Custodian do not assume responsibility for their correctness.  The Book-Entry Depositary and the Note
Custodian do not make representations as to the validity or sufficiency of this
Agreement or of the Notes or of any offering materials.  The Book-Entry Depositary and the Note
Custodian shall not be accountable for the use or application by the Issuer of
the proceeds with respect to the Notes.  SECTION 3.03  MoneyHeld in Trust.  Money held by the Book-Entry Depositary or the Note
Custodian in trust hereunder need not be segregated from other funds held by
the Book-Entry Depositary or the Note Custodian, except to the extent required
by law.  The Book-Entry Depositary and
the Note Custodian shall not be under any obligation to invest or pay interest
on any money received by it hereunder, except as otherwise agreed with the
applicable Depositary (or in the absence of such an agreement, with the
Issuer).  SECTION 3.04Compensationand
Reimbursement.  The Issuer agrees:  (a)           to pay to the Book-Entry Depositary
and the Note Custodian from time to time such compensation as agreed between
the Issuer and them in writing for all services tendered by the Book-Entry
Depositary or the Note Custodian, as the case may be, hereunder (which
compensation shall not be limited by any provision of law with regard to the
compensation of a trustee of an express trust);  (b)           to reimburse the Book-Entry
Depositary and the Note Custodian and any predecessor Book-Entry Depositary or
predecessor Note Custodian upon their request for all reasonable expenses,
disbursements and advances incurred or made by the Book-Entry Depositary or by
the Note Custodian in accordance with any provision of this Agreement
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its gross negligence or bad faith; and  (c)           to indemnify the Book-Entry
Depositary and its agents and the Note Custodian and any predecessor Book-Entry
Depositary or predecessor Note Custodian  12


for, and to hold them
harmless against, any loss, liability or expense incurred without negligence or
bad faith on their part, arising out of or in connection with the acceptance or
administration of this Agreement and its duties hereunder, including the costs
and expenses of defending themselves against or investigating any claim of
liability in connection with the exercise or performance of any of their powers
or duties hereunder.  The obligations of the Issuer under this Section
3.04 to compensate and indemnify the Book-Entry Depositary and the Note
Custodian and any predecessor Book-Entry Depositary or predecessor Note
Custodian and to pay or reimburse the Book-Entry Depositary and the Note
Custodian and any predecessor Book-Entry Depositary or predecessor Note
Custodian for expenses, disbursements and advances shall survive the payment of
the Global Notes, resignation or removal of the Book-Entry Depositary or the
Note Custodian and satisfaction, discharge or other termination of this
Agreement.  The Book-Entry Depositary and the Note Custodian
shall not be responsible for (1) taxes and other governmental charges or
(2) such registration fees as may from time to time be in effect for the
registration of transfers of interests in the certificated depositary
interests.  SECTION 3.05GlobalDepositaries Required;
Eligibility.  At all times when there is a Book-Entry Depositary
and a Note Custodian hereunder, each of them shall be a corporation organized
and doing business under the laws of a jurisdiction other than Ireland having,
together with its parent, a combined capital and surplus of at least
250,000,000, subject to supervision or examination by the relevant
governmental or regulatory authority, and willing to act on reasonable
terms.  Such corporation will have its
principal place of business in London, England if there be such a corporation
in such location willing to act upon reasonable and customary terms and
conditions.  If such corporation, or its
parent, publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section 3.05, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time the Book-Entry Depositary or
the Note Custodian shall cease to be eligible in accordance with the provisions
of this Section 3.05, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article.  SECTION 3.06Resignationand
Removal; Appointment of Successor.  (a)           No resignation or removal of the
Book-Entry Depositary or the Note Custodian and no appointment of a successor
Book-Entry Depositary or a successor Note Custodian pursuant to this Article
Three shall become effective until (i) the acceptance of appointment by the
successor Book-Entry Depositary or the successor Note Custodian, as the case
may be, in accordance with the applicable requirements of Section 3.07 hereof
or (ii) the issuance of Definitive Notes in accordance with Sections 2.05
and 2.08 hereof.  (b)           The Book-Entry Depositary or the Note
Custodian may resign with respect to the Global Notes by giving written notice
thereof to the Issuer and the Depositaries and the Trustee, in accordance with
Section 4.01 and Section 4.02 hereof, 60 days prior to the effective  13


date of
such resignation. The Book-Entry Depositary or the Note Custodian may be
removed at any time upon 90 days notice by the filing with it and the Trustee
of an instrument in writing signed on behalf of the Issuer and specifying such
removal and the date when it is intended to become effective.  If the instrument of acceptance by a
successor Book-Entry Depositary required by Section 3.08 hereof shall not have
been delivered to the Book-Entry Depositary within 30 days after the giving of
such notice of resignation, the resigning Book-Entry Depositary or the
resigning Note Custodian may petition any court of competent jurisdiction for
the appointment of a successor Book-Entry Depositary or a successor Note
Custodian, as applicable.  If, at the end
of 90 days after the delivery of such notice, no successor depositary has been
appointed and has accepted such appointment, the Book-Entry Depositary may
terminate this Agreement.  (c)           If at any time:  (1)           the
Book-Entry Depositary or the Note Custodian shall cease to be eligible under
Section 3.05 hereof, and shall fail to resign after written request therefor by
the Issuer or by any Depositary; or  (2)           the Book-Entry Depositary or the Note
Custodian shall become incapable of acting with respect to the Certificated
Depositary Interests or shall be adjudged a bankrupt or insolvent, or a
receiver or liquidator of the Book-Entry Depositary or the Note Custodian or of
their respective property shall be appointed or any public officer shall take
charge or control of the Book-Entry Depositary or the Note Custodian or of
their respective property or affairs for the purpose of rehabilitation,
conservation or liquidation,  then, in any such case, (i)
the Issuer, by Board Resolution, may immediately remove the Book-Entry
Depositary or the Note Custodian and appoint a successor Book-Entry Depositary
or a successor Note Custodian or (ii) any Depositary, the Book-Entry Depositary
or the Note Custodian may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Book-Entry Depositary or the Note Custodian and the appointment of a successor
Book-Entry Depositary or a successor Note Custodian unless the Definitive Notes
have been issued in accordance with the Indenture.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Book-Entry Depositary
or the Note Custodian and appoint a successor Book-Entry Depositary or a
successor Note Custodian.  (d)           If the Book-Entry Depositary or the
Note Custodian shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Book-Entry Depositary or the Note
Custodian for any cause, the Issuer, by Board Resolution, shall promptly
appoint a successor Book-Entry Depositary or a successor Note Custodian (other
than the Issuer) for the Book-Entry Depositary or the Note Custodian and shall
comply with the applicable requirements of Section 3.07 hereof.  If no successor Book-Entry Depositary or
successor Note Custodian with respect to the Global Notes shall have been so
appointed by the Issuer and accepted appointment in the manner required by
Section 3.07, any Holder may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for  14


the
appointment of a successor Book-Entry Depositary or a successor Note Custodian
unless Definitive Notes have been issued in accordance with the Indenture.  (e)           The Issuer shall give, or shall cause
such successor Book-Entry Depositary or successor Note Custodian to give,
notice of each resignation and each removal of a Book-Entry Depositary or a
Note Custodian and each appointment of a successor Book-Entry Depositary or a
successor Note Custodian to the applicable Holder in accordance with Section
4.02 hereof.  Each notice shall include
the name of the successor Book-Entry Depositary or the successor Note
Custodian, as the case may be, and the address of its corporate trust office.  SECTION 3.07  Acceptanceof Appointment by Successor.  (a)           In case of the appointment hereunder
of a successor Book-Entry Depositary or a successor Note Custodian, every such
successor Book-Entry Depositary or successor Note Custodian so appointed shall
execute, acknowledge and deliver to the Issuer and to the retiring Book-Entry
Depositary or the retiring Note Custodian an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring
Book-Entry Depositary or the retiring Note Custodian shall become effective and
such successor Book-Entry Depositary or such successor Note Custodian, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, agencies and duties of the retiring Book-Entry Depositary or the
retiring Note Custodian, with like effect as if originally named as the
Book-Entry Depositary hereunder or the Note Custodian hereunder but, on the
request of the Issuer or a successor Book-Entry Depositary or a successor Note
Custodian, the retiring Book-Entry Depositary or the retiring Note Custodian
shall, upon payment of all amounts due and payable to it pursuant to Section
3.04 hereof, execute and deliver an instrument transferring to the successor
Book-Entry Depositary or the successor Note Custodian, as the case may be, all
the rights and powers of the retiring Book-Entry Depositary or the Note
Custodian and shall duly assign, transfer and deliver to the successor
Book-Entry Depositary or the successor Note Custodian all property and money
held by the retiring Book-Entry Depositary hereunder or the retiring Note
Custodian hereunder and shall deliver the Global Notes to the successor.  (b)           Upon request of any such successor
Book-Entry Depositary or the successor Note Custodian, the Issuer shall execute
any and all instruments for more fully and certainly vesting in and confirming
to the successor Book-Entry Depositary or the successor Note Custodian, as the
case may be, all such rights, powers and agencies referred to in paragraph (a)
of this Section 3.07.  (c)   No successor Book-Entry Depositary or
successor Note Custodian shall accept its appointment unless at the time of
such acceptance such successor Book-Entry Depositary or successor Note
Custodian shall be eligible under this Article Three.  (d)           Upon acceptance of appointment by any
successor Book-Entry Depositary or successor Note Custodian as provided in this
Section 3.07, the Issuer shall give notice thereof to the Depositaries in
accordance with Section 4.02 hereof.  If
the acceptance of appointment is substantially contemporaneous with the
resignation of the Book-Entry Depositary or the Note Custodian, then the notice
called for by the preceding sentence may be combined with the notice called for
the Section 3.06 hereof.  If the Issuer
fails to give such notice within 15 days after  15


acceptance of
appointment by a successor Book-Entry Depositary or a successor Note Custodian,
the successor Book-Entry Depositary or the successor Note Custodian shall
promptly cause such notice to be given at the expense of the Issuer.  SECTION 3.08  Merger, Conversion,
Consolidation or Succession to Business.  Any corporation into which the Book-Entry Depositary
or the Note Custodian may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Book-Entry Depositary or the Note Custodian shall be
a party, or any corporation succeeding to all or substantially all the agency
business of the Book-Entry Depositary or the Note Custodian, shall be the
successor of the Book-Entry Depositary hereunder or the Custodian hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided that such corporation shall be otherwise
eligible under this Article Three.  ARTICLE FOURMISCELLANEOUS PROVISIONS  SECTION 4.01  Noticesto Book-Entry Depositary,
Note Custodian or Issuer.  Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or permitted by this
Agreement to be made upon, given or furnished to, or filed with,  (a)           the Book-Entry Depositary by any
Depositary, the Trustee or the Issuer shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing and delivered (which may be by facsimile),
couriered or mailed and received, first-class postage prepaid, to the
Book-Entry Depositary at its Corporate Trust Office, Attention:  Corporate Trust and Agency Services,
Winchester House, 1 Great Winchester Street, London EC2N 2DB, England,
Attention:  Corporate Trust and Agency
Services (facsimile:  +44-207-547-6149),
or at any other address previously furnished in writing by the Book-Entry
Depositary to any Depositary, the Trustee and the Issuer,  (b)           the Issuer by the Book-Entry
Depositary shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing and delivered
(which may be by facsimile), couriered or mailed and received, first-class
postage prepaid to JSG Funding plc, Beech Hill, Clonskeagh, Dublin 4, Ireland,
Attention:  Secretary (facsimile
+353-1-618-0618) (with a copy (such copy not constituting notice) to Kirkland
& Ellis LLP, 200 East Randolph Drive, Chicago, Illinois, 60601,
Attention:  Dennis Myers (facsimile:  +1-312-861-2200)) or at any other address
previously furnished in writing to such Book-Entry Depositary by the Issuer or  (c)           the Note
Custodian by the Book-Entry Depositary at its corporate trust office,Attention:  Corporate
Trust and Agency Services, Winchester House, 1 Great Winchester Street, London
EC2N 2DB.  16


SECTION 4.02Noticeto Depositary and
Owners;  Waiver.  Where this Agreement provides for notice to a
Depositary or owners of Book-Entry Interests of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided), if in writing
and sent by facsimile transmission or personally delivered, couriered or
mailed, first-class postage prepaid, to the Depositary at the address notified
to the Book-Entry Depositary, in each case not later than the latest date, and
not earlier that the earliest date, prescribed for the giving of such
notice.  Where this Agreement provides
for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. 
Waivers of notice by the Depositary shall be filed with the Book-Entry
Depositary, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.  So long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of that stock exchange so require,
notices shall be also published in a leading newspaper having general
circulation in Luxembourg (which is expected to be theLuxemburger Wort) and such notice shall
be deemed to have been given on the date of such publication or, if published
more than once on different dates, on the first date on which publication is
made.  In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of
the Book-Entry Depositary shall constitute a sufficient notification for every
purpose hereunder.  SECTION 4.03Effectof Headings.  The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.  SECTION 4.04Successorsand
Assigns.  All covenants and agreements of the Issuer in this
Agreement and the Notes shall bind the Issuers successors and assigns, whether
so expressed or not.  SECTION 4.05SeparabilityClause.  In case any provision in this Agreement or in the
Notes shall be deemed invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions hereof and thereof shall not in
any way be affected or impaired thereby.  SECTION 4.06Benefitsof
Agreement.  Nothing in this Agreement, the Notes or the
Indenture, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any benefits or any legal or equitable
right, remedy or claim under this Agreement. 
The owners from time to time of the Book-Entry Interests shall be
parties to this Agreement and, by their acceptance of delivery of the
Book-Entry Interests, shall be deemed to be bound by all of the terms and
conditions hereof and of the Indenture and the Notes.  17


SECTION 4.07  GoverningLaw.  This Agreement shall be governed by, and construed
in accordance with, the laws of the state of New York.  SECTION 4.08  Jurisdiction.  By the execution and delivery of this Agreement, the
Issuer (i) acknowledges that it has, by separate written instrument, irrevocably
designated and appointed National Registered Agents, Inc. as its authorized
agent upon which process may be serviced in any suit or proceeding by either
Book-Entry Depositary or the Note Custodian arising out of this Agreement that
may be instituted in any federal or state court in the Borough of Manhattan,
the City of New York, and acknowledges that National Registered Agents, Inc.
has accepted such designation, (ii) submits to the jurisdiction of any such
court in any such suit or proceeding, and waives any objection which it may now
or hereafter have to the laying of venue of any such proceeding or any claim of
inconvenient forum and (iii) agrees that service of process upon National
Registered Agents, Inc. and written notice of said service to it (couriered,
mailed or delivered to its Secretary at its principal office) shall be deemed
in every respect effective service of process upon it in any such suit or
proceeding.  The Issuer further agrees to
take any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such appointment of
National Registered Agents, Inc. in full force and effect so long as this
Agreement shall be in full force and effect and so long as any Global Note
shall be outstanding.  To the extent that the Issuer has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution or otherwise) with respect to itself or its property, hereby
irrevocably waives such immunity in respect of its respective obligations under
this Agreement to the fullest extent permitted by law.  SECTION 4.09  Counterparts.  This Agreement may be executed in any number of
counterparts by the parties hereto on separate counterparts, each of which,
when so executed and delivered, shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.  SECTION 4.10  Inspectionof Agreement.  A copy of this Agreement shall be available at all
reasonable times during normal business hours at the Corporate Trust Office of
the Book-Entry Depositary for inspection upon reasonable prior written notice
by any owner of Book-Entry Interests.  SECTION 4.11Satisfactionand
Discharge.  This Agreement upon a Company Order shall cease to
be of further effect, and the Book-Entry Depositary and the Note Custodian, at
the expense of the Issuer, shall execute proper instruments acknowledging satisfaction
and discharge of this Agreement, when (i) the Indenture has been satisfied and
discharged pursuant to the provisions thereof or Definitive Notes have  18


been issued and the Global Notes have been cancelled
in accordance with the provisions of Sections 2.05 or 2.06 hereof and the
Indenture, (ii) the Issuer has paid or caused to be paid all sums payable
hereunder by the Issuer and (iii) the Issuer has delivered to the Book-Entry
Depositary an Officers Certificate and an Opinion of Counsel, stating that all
conditions precedent herein provided relating to the satisfaction and discharge
of this Agreement have been complied with.  SECTION 4.12  Amendments  The Issuer, the Book-Entry Depositary and the Note
Custodian may amend this Agreement without the consent of any Depositary or the
owners of Book-Entry Interests:  (a)           to cure
any ambiguity, omissions, defect or inconsistency;  (b)           to add to
the covenants and agreements of the Book-Entry Depositary or the Note Custodian
or the Issuer;  (c)           to
effectuate the assignment of the rights and duties of the Book-Entry Depositary
or the Note Custodian to a qualified successor, as provided herein;  (d)           to comply
with any requirements of the Securities and Exchange Commission and the TIA; or  (e)           to modify,
alter, amend or supplement this Agreement in any other manner that is not
adverse to any Depositary or the owners of Book-Entry Interests.  Except as set forth in this Section 4.12, no
amendment that adversely affects any Depositary or the owners of Book-Entry
Interests may be made to this Agreement or the Book-Entry Interests without the
consent of the applicable Depositary or the owners of Book-Entry Interests.  SECTION 4.13  Book-Entry Depositary and the
Note Custodian To Sign Amendments.  The Book-Entry Depositary and the Note Custodian
shall sign any amendment authorized pursuant to Section 4.12 hereof if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Book-Entry Depositary and the Note Custodian.  If it does, the Book-Entry Depositary and the
Note Custodian may, but need not, sign it. 
In signing such amendment, the Book-Entry Depositary and the Note
Custodian shall be entitled to receive indemnity reasonably satisfactory to it
and to receive, and shall be fully protected in reasonably relying upon, an
Officers Certificate (which need only cover the matters set forth in clause
(a) below) and an Opinion of Counsel stating that:  (a)           such
amendment is authorized or permitted by this Agreement;  (b)           the Issuer
has all necessary corporate power and authority to execute and deliver the
amendment and that the execution, delivery and performance of such amendment
has been duly authorized by all necessary corporate action; and  19


(c)           such amendment has been duly and
validly executed and delivered by the Issuer, and this Agreement together with
such amendment constitutes a legal, valid and binding obligation of the Issuer
enforceable against the Issuer in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors rights generally and general
equitable principles.  20


IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the date first written above.  JSG
  FUNDING PLCBy:
  /s/ GARY W. MCGANNName:
  Gary
  W. McGannTitle:
  Director
  and Chief Executive OfficerBy:
  /s/ IAN J. CURLEYName:
  Ian
  J. CurleyTitle:
  Director
  and Chief Financial Officer


DEUTSCHE
  BANK AG acting through its LondonBranchas
  Book-Entry DepositaryBy:
  
  /s/
  GRAHAM COXName:
  Graham
  CoxTitle:
  DirectorBy:
  
  /s/
  SUZIE SMITHName:
  Suzie
  SmithTitle:
  Deutsche
  Bank AG London Vice PresidentDEUTSCHE
  BANK AG acting through its LondonBranchas
  Note CustodianBy:
  
  /s/
  GRAHAM COXName:
  Graham
  CoxTitle:
  DirectorBy:
  
  /s/
  SUZIE SMITHName:
  Suzie
  SmithTitle:
  Vice
  President


ANNEX A  Form of Certificated Depositary Interest  Certificated Depositary
Interest  [(Regulation S)] [(Rule
144A)]                
7.75% Senior Subordinated Notes due 2015  THIS CERTIFICATED DEPOSITARY
INTEREST HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT) AND MAY NOT BE OFFERED, SOLD, OR DELIVERED OTHER
THAN IN COMPLIANCE WITH THE NOTES DEPOSIT AND CUSTODY AGREEMENT REFERRED TO
BELOW.  Unless presented to Deutsche
Bank AG acting through its London Branch, as Book-Entry Depositary, or its
custodian, for registration of transfer, exchange or payment, and any security
is issued as authorized by the holder, any transfer, exchange, pledge or
payment under this Certificated Depositary Interest will be wrongful.  The holder of this
Certificated Depositary Interest is subject to, and entitled to the benefit of,
(A) the Euro Indenture dated as January 31, 2005, among JSG Funding plc, a
public limited company incorporated under the laws of Ireland and having its
registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the Issuer),
Deutsche Bank Trust Company Americas, as Trustee, Registrar and Paying Agent,
Deutsche Bank Luxembourg S.A. as Paying Agent and transfer agent, and Deutsche
Bank AG acting through its London Branch as Principal Paying Agent and transfer
agent, and (B) the Deposit and Custody Agreement (the Deposit and Custody
Agreement) dated as of January 31, 2005, among the Issuer, the Book-Entry
Depositary, the Note Custodian (as defined therein) and owners from time to
time of Book-Entry interests (as defined therein).  The Book-Entry Depositary
hereby certifies that Deutsche Bank AG acting through its London Branch, as
Common Depositary for Euroclear and Clearstream is recorded in the records of
the Book-Entry Depositary as the owner of a certificated depositary interest
representing initially                     
in aggregate principal amount of 7.75% Senior Subordinated Notes due 2015 of
the Issuer, or such greater or lesser amount as shall be shown by the most
recent entry in the schedule hereto.  This Certificated Depositary
Interest shall be transferable only in accordance with the Deposit and Custody
Agreement.  Unless
presented by a Depositary to the Book-Entry Depositary for registration of
transfer, exchange or payment, and any Certificated Depositary Interest issued
is registered to the Depositary (or as otherwise authorized by the Depositary),
any transfer, exchange, pledge or payment of this Certificated Depositary
Interest shall be wrongful.  The
Book-Entry Depositary shall not recognize any transfer, exchange, pledge or
payment of this Certificated Depositary Interest that does not comply with
these requirements.


IN WITNESS whereof the Book-Entry Depositary has caused
this Certificated Depositary Interest to be duly executed.  Dated:DEUTSCHE BANK AG acting through itsLondon BranchBy:Duly
  Authorized SignatoryTitle:


SCHEDULE OF PRINCIPAL AMOUNT  The initial principal amount
at maturity of this Certificated Depositary Interest shall be                      .  The following decreases/increases in the
principal amount of this Certificated Depositary Interest have been made.   Date of Decrease/Increase
  
  Decrease in
  Principal Amount
  
  Increase in
  Principal Amount
  
  Total Principal
  Amount Following
  such
  Decrease/Increase
  
  Notation Made by
  or on Behalf of
  Book-Entry
  Depositary