<PAGE>

                                                                     EXHIBIT 4.2

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                              TRINTECH GROUP PLC



                                      AND



                             THE BANK OF NEW YORK


                                 As Depositary


                                      AND


         OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS



                               Deposit Agreement



                        Dated as of September 27, 1999

                  As Amended and Restated as of ______, 2000



================================================================================
<PAGE>

<TABLE>
<S>                                                                       <C>
ARTICLE 1.   DEFINITIONS................................................   1

 SECTION 1.1   American Depositary Shares...............................   1
 SECTION 1.2   Article; Section.........................................   2
 SECTION 1.3   Beneficial Owner.........................................   2
 SECTION 1.4   Commission...............................................   2
 SECTION 1.5   Company..................................................   2
 SECTION 1.6   Custodian................................................   2
 SECTION 1.7   Deposit Agreement........................................   2
 SECTION 1.8   Depositary; Corporate Trust Office.......................   3
 SECTION 1.9   Deposited Securities.....................................   3
 SECTION 1.10  Dollars; Euros...........................................   3
 SECTION 1.11  Exchange Act.............................................   3
 SECTION 1.12  Foreign Registrar........................................   3
 SECTION 1.13  Owner....................................................   3
 SECTION 1.14  Receipts.................................................   3
 SECTION 1.15  Registrar................................................   4
 SECTION 1.16  Restricted Securities....................................   4
 SECTION 1.17  Securities Act of 1933...................................   4
 SECTION 1.18  Shares...................................................   4

ARTICLE 2.   FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND
DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS............................   4

 SECTION 2.1   Form and Transferability of Receipts.....................   4
 SECTION 2.2   Deposit of Shares........................................   5
 SECTION 2.3   Execution and Delivery of Receipts.......................   6
 SECTION 2.4   Transfer of Receipts; Combination and Split-up of
               Receipts.................................................   7
 SECTION 2.5   Surrender of Receipts and Withdrawal of Shares...........   7
 SECTION 2.6   Limitations on Execution and Delivery, Transfer and
               Surrender of Receipts....................................   8
 SECTION 2.7   Lost Receipts, etc.......................................   9
 SECTION 2.8   Cancellation and Destruction of Surrendered Receipts.....  10
 SECTION 2.9   Pre-Release of Receipts..................................  10

ARTICLE 3.   CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS..................  10

 SECTION 3.1   Filing Proofs, Certificates and Other Information........  10
 SECTION 3.2   Liability of Owner or Beneficial Owner for Taxes.........  11
 SECTION 3.3   Warranties on Deposit of Shares..........................  11
 SECTION 3.4   Disclosure of Interests..................................  11

ARTICLE 4.   THE DEPOSITED SECURITIES...................................  14

 SECTION 4.1   Cash Distributions.......................................  14
 SECTION 4.2   Distributions Other Than Cash, Shares or Rights..........  15
 SECTION 4.3   Distributions in Shares..................................  15
 SECTION 4.4   Rights...................................................  16
 SECTION 4.5   Conversion of Foreign Currency...........................  17
 SECTION 4.6   Fixing of Record Date....................................  18
 SECTION 4.7   Voting of Deposited Securities...........................  19
 SECTION 4.8   Changes Affecting Deposited Securities...................  22
 SECTION 4.9   Reports..................................................  22
 SECTION 4.10  Lists of Owners..........................................  23
</TABLE>
<PAGE>

<TABLE>
<S>                                                                         <C>
 SECTION 4.11  Withholding.................................................  23

ARTICLE 5.   THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.................  23

 SECTION 5.1   Maintenance of Office and Transfer Books by the Depositary..  23
 SECTION 5.2   Prevention or Delay in Performance by the Depositary
               or the Company..............................................  24
 SECTION 5.3   Obligations of the Depositary, the Custodian and the
               Company.....................................................  25
 SECTION 5.4   Resignation and Removal of the Depositary...................  26
 SECTION 5.5   The Custodians..............................................  26
 SECTION 5.6   Notices and Reports.........................................  27
 SECTION 5.7   Distribution of Additional Shares, Rights, etc..............  27
 SECTION 5.8   Indemnification.............................................  28
 SECTION 5.9   Charges of Depositary.......................................  28
 SECTION 5.10  Retention of Depositary Documents...........................  29
 SECTION 5.11  Exclusivity.................................................  30
 SECTION 5.12  List of Restricted Securities Owners........................  30

ARTICLE 6.   AMENDMENT AND TERMINATION.....................................  30

 SECTION 6.1   Amendment...................................................  30
 SECTION 6.2   Termination.................................................  30

ARTICLE 7.   MISCELLANEOUS.................................................  31

 SECTION 7.1   Counterparts................................................  31
 SECTION 7.2   No Third Party Beneficiaries................................  32
 SECTION 7.3   Severability................................................  32
 SECTION 7.4   Beneficial Owners and Owners as Parties; Binding Effect.....  32
 SECTION 7.5   Notices.....................................................  32
 SECTION 7.6   Governing Law...............................................  33
 SECTION 7.7   Compliance with U.S. Securities Laws........................  33
</TABLE>

                                      -2-
<PAGE>

                               DEPOSIT AGREEMENT

     DEPOSIT AGREEMENT dated as of September 27, 1999, as amended and restated
as of ________, 2000, among TRINTECH GROUP PLC, incorporated under the laws of
The Republic of Ireland (herein called the Company), THE BANK OF NEW YORK, a New
York banking corporation (herein called the Depositary), and all Owners and
Beneficial Owners from time to time of American Depositary Receipts issued
hereunder.

                             W I T N E S S E T H :

     WHEREAS, the Company desires to provide, as hereinafter set forth in this
Deposit Agreement, 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
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:

ARTICLE 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 one-
half (1/2) of one Share, until 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 evidence the amount
of Shares or Deposited Securities specified in such Sections.
<PAGE>

     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    Beneficial Owner.
                    -----------------

          The terms "Beneficial Owner" shall mean each person owning from time
to time any beneficial interest in the American Depositary Shares evidenced by
any Receipt.

     SECTION 1.4    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 1.5    Company.
                    --------

          The term "Company" shall mean Trintech Group PLC, incorporated under
the laws of The Republic of Ireland, and its successors.

     SECTION 1.6    Consultation.
                    -------------

          The term "Consultation" shall mean 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 1.7    Custodian.
                    ----------

          The term "Custodian" shall mean the principal Dublin, Ireland office
of Allied Irish Banks PLC, as agent of the Depositary for the purposes of this
Deposit Agreement, and any other firm or corporation which may hereafter be
appointed by the Depositary pursuant to the terms of Section 5.5, as substitute
or additional custodian or custodians hereunder, as the context shall require
and shall also mean all of them collectively.

     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.

                                      -2-
<PAGE>

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

     SECTION 1.11   Dollars; Euros.
                    ---------------

          The term "Dollars" shall mean the lawful currency of the United
States.  The term "Euros" shall mean the common currency of the participating
member countries in the European Monetary Union.

     SECTION 1.12   Exchange Act.
                    -------------

          The term "Exchange Act" shall mean the United States Securities and
Exchange Act of 1934, as from time to time amended.

     SECTION 1.13   Foreign Registrar.
                    ------------------

          The term "Foreign Registrar" shall mean the entity that presently
carries out the duties of registrar for the Shares or any successor as registrar
for the Shares and any other appointed agent of the Company for the transfer and
registration of Shares.

     SECTION 1.14   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 1.15   Receipts.
                    ---------

          The term "Receipts" shall mean the American Depositary Receipts issued
hereunder evidencing American Depositary Shares.

                                      -3-
<PAGE>

     SECTION 1.16   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 to register Receipts and transfers of Receipts as herein provided.

     SECTION 1.17   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
that Act or both, or which are 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 Republic of Ireland, or under a shareholder agreement or the
Memorandum and Articles of Association of the Company.

     SECTION 1.18   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 1.19   Shares.
                    -------

           The term "Shares" shall mean ordinary shares in registered form of
the Company, nominal value $0.0027 each, heretofore validly issued and
outstanding and fully paid, nonassessable and as to which any pre-emptive rights
of the holders of outstanding Shares were validly exercised or waived or
hereafter validly issued and outstanding and fully paid, nonassessable and as to
which any pre-emptive rights of the holders of outstanding Shares will have been
validly exercised or waived.

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

     SECTION 2.1    Form and Transferability of Receipts.
                    -------------------------------------

           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 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 for the Receipts shall have been

                                      -4-
<PAGE>

appointed, countersigned by the manual or facsimile signature of a duly
authorized officer of the Registrar. The Depositary shall maintain books on
which each Receipt so executed and delivered as hereinafter provided and the
transfer of each such Receipt shall be registered. Receipts bearing the manual
or facsimile signature of a duly authorized signatory of the Depositary who was
at any time a proper signatory of the Depositary shall bind the Depositary,
notwithstanding that such signatory has ceased to hold such office prior to the
execution and delivery of such Receipts by the Registrar or did not hold such
office on the date of issuance of such Receipts.

          The Receipts may 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
required to comply with any applicable law or regulations thereunder or with the
rules and regulations of any securities exchange upon which American Depositary
Shares may be listed or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular
Receipts are subject by reason of the date of issuance of the underlying
Deposited Securities or otherwise.

          Title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed or accompanied by proper instruments of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument; provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the 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.

     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 thereof to
any Custodian hereunder, accompanied by any appropriate instrument or
instruments of transfer, or endorsement, in form satisfactory to the Custodian,
together with all such certifications as may be required by the Depositary or
the Custodian in accordance with the provisions of this Deposit Agreement, and,
if the Depositary requires, together with a written order directing the
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order, a Receipt or Receipts for the number of
American Depositary Shares representing such deposit.  No Share shall be
accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that any necessary approval has been granted by any governmental body
in The Republic of Ireland which is then performing the function of the
regulation of currency exchange.  If required by the Depositary, Shares
presented for deposit at any time, whether or not the transfer books of the
Company or the Foreign Registrar, if applicable, are closed, shall also be
accompanied by an agreement or assignment, or other instrument satisfactory to
the

                                      -5-
<PAGE>

Depositary, which will provide for the prompt transfer to the Custodian of any
dividend, or right to subscribe for additional Shares or to receive other
property which any person in whose name the Shares are or have been recorded may
thereafter receive upon or in respect of such deposited Shares, or in lieu
thereof, such agreement of indemnity or other agreement as shall be satisfactory
to the Depositary.

          At the request and risk and expense of any 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.

          Upon each delivery to a Custodian of a certificate or certificates for
Shares to be deposited hereunder, together with the other documents above
specified, such Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to the Company or the
Foreign Registrar, if applicable, for transfer and recordation of the Shares
being deposited in the name of the Depositary or its nominee or such Custodian
or its nominee.

          Notwithstanding anything to the contrary, the Depositary shall have no
obligation to accept Shares for deposit  hereunder from persons identified by
the Company as holding Restricted Securities except upon compliance with the
provisions of Section 5.12 hereof.

          Deposited Securities shall be held by the Depositary or by a Custodian
for the account and to the order of the Depositary or at such other place or
places as the Depositary shall determine.  Neither the Depositary nor the
Custodian shall deliver Shares or Deposited Securities except upon the
cancellation of the Receipt or Receipts evidencing the American Depositary
Shares representing such Shares or Deposited Securities.

     SECTION 2.3    Execution and Delivery of Receipts.
                    -----------------------------------

          Upon receipt by any Custodian of any deposit pursuant to Section 2.2
hereunder (and in addition, if the transfer books of the Company or the Foreign
Registrar, if applicable, are open, the Depositary may in its sole discretion
require a proper acknowledgment or other evidence from the Company that any
Deposited Securities have been recorded upon the books of the Company or the
Foreign Registrar, if applicable, in the name of the Depositary or its nominee
or such Custodian or its nominee), together with the other documents required as
above specified, such Custodian shall notify the Depositary of such deposit and
the person or persons to whom or upon whose written order a Receipt or Receipts
are deliverable in respect thereof and the number of American Depositary Shares
to be evidenced thereby.  Such notification shall be made by letter or, at the
request, risk and expense of the person making the deposit, by cable, telex or

                                      -6-
<PAGE>

facsimile transmission.  Upon receiving such notice from such Custodian, or upon
the receipt of Shares by the Depositary, 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 entitled
thereto, a Receipt or Receipts, registered in the name or names and evidencing
any authorized number of American Depositary Shares requested by such person or
persons, 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 Securities.

     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 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.

          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 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 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 the 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 Owner of such Receipt shall
be entitled to delivery, to him or

                                      -7-
<PAGE>

upon his order, of the amount of Deposited Securities at the time represented by
the American Depositary Shares evidenced by such Receipt. Delivery of such
Deposited Securities may be made by the delivery of (a) certificates in the name
of such Owner or as ordered by him or by certificates properly endorsed or
accompanied by proper instruments of transfer to such Owner or as ordered by him
and (b) 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 him. Such
delivery shall be made, as hereinafter provided, without unreasonable delay.

          A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and 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 principal Dublin,
Ireland 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 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 letter or, at the
request, risk and expense of such Owner, by cable, telex or facsimile
transmission.

          Except as otherwise expressly permitted by this Deposit Agreement
neither the Depositary nor the Custodian shall deliver Deposited Securities (by
physical delivery, book entry or otherwise) or otherwise permit Deposited
Securities to be withdrawn from the facility created hereby, except upon receipt
and cancellation of the relevant Receipts.

                                      -8-
<PAGE>

     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
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 withdrawn) and
payment of any applicable fees as herein provided, may require the production of
proof satisfactory to it as to the identity and genuineness of any signature and
may also require compliance with 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 the transfer of
Receipts in particular instances may be refused, or the registration of transfer
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 law or of any government or governmental
body or commission, or under any provision of this Deposit Agreement, the
Memorandum and Articles of Association of the Company or for any other reason,
subject to the provisions of Section 7.7 hereof.  Notwithstanding any other
provision of this Deposit Agreement, the Memorandum and Articles of Association
of the Company or the Receipts, the surrender of outstanding Receipts and
withdrawal of Deposited Securities may not be suspended subject only to (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, the Depositary shall
not knowingly accept for deposit under this Deposit Agreement any Shares
required to be registered under the provisions of the Securities Act of 1933,
unless a registration statement is in effect as to such Shares. Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under this Deposit Agreement any Shares, which, if sold by the holder
thereof in the United States (as defined in Regulation S), would be subject to
the registration provisions of the Securities Act of 1933, unless a registration
statement is in effect as to such Shares or such sale would be exempt from such
provisions.  The Depositary shall comply with written instructions of the
Company not to accept for deposit hereunder any Shares identified in such
instructions at such

                                      -9-
<PAGE>

times and under such circumstances as may be specified in such instructions in
order to facilitate the Company's compliance with the securities laws of the
United States.

     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 (i) a request for such execution and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond and (b) 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.  The Depositary is authorized to destroy Receipts so cancelled.

     SECTION 2.9    Pre-Release of Receipts.
                    ------------------------

          Unless requested in writing by the Company to cease doing so, the
Depositary may, notwithstanding Section 2.3 hereof, execute and deliver Receipts
prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release").  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 Pre-Release.  Each Pre-Release
will be (a) preceded or accompanied by a written representation from the person
to whom Receipts are to be delivered that such person, or its customer, owns the
Shares or Receipts to be remitted, as the case may be, (b) at all times fully
collateralized with cash or such other collateral as the Depositary deems
appropriate, (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 American Depositary Shares
which are 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 change or disregard such
limit from time to time as it deems appropriate.

          The Depositary may retain for its own account any compensation
received by it in connection with the foregoing.

                                      -10-
<PAGE>

ARTICLE 3.  CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.

     SECTION 3.1    Filing Proofs, Certificates and Other Information.
                    --------------------------------------------------

          Any person presenting Shares for deposit or any Owner or Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control
approval, or such information relating to the registration on the books of the
Company or the Foreign Registrar, if applicable, to execute such certificates
and to make such representations and warranties, as the Company or the
Depositary may deem necessary or proper or as the Company may require by written
request to the Depositary or the Custodian.  The Depositary may  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 or such representations and warranties
made.  Copies of any documentation which the Depositary receives pursuant to
this Section 3.1 shall be provided by the Depositary to the Company upon the
Company's written request.

     SECTION 3.2    Liability of Owner or Beneficial Owner 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
Beneficial Owner of such Receipt to the Depositary.  The Depositary may refuse
to effect any transfer of such Receipt 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 Beneficial Owner 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 Beneficial Owner 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 that the person making such deposit is
duly authorized so to do.  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.

                                      -11-
<PAGE>

     SECTION 3.4   Disclosure of Interests.
                   -----------------------

          (a) Notwithstanding any other provision of this Deposit Agreement, the
Memorandum and Articles of Association of the Company or applicable Irish law,
each Owner agrees to be bound by and subject to applicable Irish law provisions
of the Irish Companies Act, 1990, and the Memorandum and Articles of Association
of the Company in each case as in effect on the date hereof, to the same extent
as if such Owner held Shares directly. Each Owner agrees to comply with requests
from the Company or the Depositary made under the Irish Companies Act, 1990 and
the Memorandum and Articles of Association of the company, to provide
information, inter alia, as to the capacity in which such Owner owns Receipts
and regarding the identity of any other person interested (as defined in the
Irish Companies Act, 1990) in such Receipts and the nature of such interest. The
Company has informed the Depositary that the following information is accurate,
as of the date hereof, and the Depositary has made no independent investigation
regarding such information.

              Sections 67 to 79 of the Irish Companies Act, 1990 provide that a
person (including a company and other legal entities) that acquires an interest
of 5 per cent or more of any class of shares (including through American
Depositary Receipts) that comprise part of a public company's "relevant share
capital" (i.e., the Company's issued share capital carrying the right to vote in
          ---
all circumstances at a general meeting of the Company) is required to notify the
company in writing in a prescribed manner of its interest within five days
following the day on which the obligation arises. After the 5 per cent level is
exceeded, similar notifications must be made in respect of any change in such
person's interest following which the percentage level of interest previously
notified has changed until after, if ever, the percentage level drops below 5
per cent. Fractional numbers are rounded down for the purposes of establishing
changes in percentage levels. Failure to notify the acquisition of an interest,
no right or interest whatsoever in respect of any of the relevant shares will be
enforceable, whether directly or indirectly, by action or legal proceeding by
the person having such an interest. Application may be made to the Irish High
Court to remove this restriction, and if the court is satisfied that the failure
to notify was accidental or due to inadvertence, or some other sufficient cause,
or that it is just and equitable to grant relief then the court may grant such
relief as is sees fit.

              For purposes of such notification obligation, the interest of a
person in shares means any kind of interest in shares including interests in any
shares (a) in which a spouse, or child under the age of 18, is interested, (b)
in which a corporate body is interested and either (i) that corporate body or
its directors are accustomed to act in accordance with that person's directions
or instructions or (ii) that person is entitled to exercise or to control one-
third or more of the voting power of that corporate body or (c) in which another
party is interested and the person and that other party are parties to a
"concert party" agreement under Section 73 of the Irish Companies Act, 1990. A
concert party agreement is one which provides for one or more parties to acquire
interests in the

                                      -12-
<PAGE>

relevant share capital of a particular public company and imposes obligations or
restrictions on any of the parties as to the use, retention or disposal of such
interests acquired pursuant to such agreement. An interest in the Company's
shares must also in fact be acquired by any of the parties pursuant to the
agreement. The agreement must be legally binding or involve mutuality.

          In addition, Section 81 of the Irish Companies Act, 1990 provides that
a public company may by written notice require a person whom the company knows,
or has reasonable cause to believe, to be or to have been, at any time during
the three years immediately preceding the date on which the notice is issued,
interested in shares consisting of the company's "relevant share capital" to
confirm that fact or to indicate whether or not that is the case, and where such
person holds or during the relevant time had held an interest in such shares, he
may be required to give such further information as may be required relating to
such interest and any other interest in the shares of which such person is
aware.

          Where notice is served by the Company under the foregoing provisions
on a person who is or was interested in the Shares and that person fails to give
the Company any information required by the notice within such time as is
specified in the notice, the Company may apply to the Irish court for an order
directing that the Shares in question be subject to restrictions prohibiting,
among other things, (i) any transfer of those Shares, (ii) the exercise of the
voting rights in respect of such Shares, (iii) the taking up of rights in
respect of such Shares, and (iv) other than in liquidation, payments in respect
of such Shares. If the information requested in the notice is not provided, the
Articles of Association of the Company also enable the service of a restriction
notice (as described below) imposing sanctions on the shareholder without the
need for court involvement.

          A person who fails to fulfil the obligation imposed by Section 81 of
the Irish Companies Act, 1990 described above may be subject to criminal
penalties.

          The Directors of the Company also have the power, pursuant to the
Articles of Association of the Company, to serve a notice (a "Disclosure
Notice") on any shareholder, or any other person appearing to be interested in
issued Shares, requiring such person to disclose to the Company such information
as they shall require relating to the ownership of any interest in such Shares
as lies within the knowledge of the relevant person.  This can include
information which the Issuer is entitled to seek pursuant to Section 81 of the
Irish Companies Act, 1990.

          If a shareholder, or a person appearing to be interested in Shares
held by such shareholder, has been duly served with a notice under Section 81 of
the Irish Companies Act, 1990 or a Disclosure Notice requesting information
pursuant to the Articles and is in default in supplying the Company with the
information thereby

                                      -13-
<PAGE>

required, the Issuer may serve a further notice (a "Restriction Notice") on that
shareholder. After the expiration of 14 days from the date of service of the
Restriction Notice and for so long as the Restriction Notice remains in effect,
no holder or holders of the relevant shares shall be entitled to attend, speak
or vote at any general meeting, either in person or by proxy. In addition, where
the relevant shares represent 0.25% of the total number of the issued shares of
the class of shares concerned the Restriction Notice may also direct that any
dividend or other money which would otherwise be payable on such shares shall be
retained by the Company without liability to pay interest and no transfer of
shares by the shareholder (unless such transfer is an arm's length sale) or any
renunciation of or any allotment of new shares or debentures made in respect
thereof shall be registered.

          (b) At the request of the Company and at the Company's expense, the
Depositary shall forward to any Owner any request by the Company for information
or any other communications relating to the application of the provisions
summarized in this Section 3.4.  Owners seeking to communicate with the Company
or the Directors of the Company on matters relating to the application of the
provision summarized in this Section 3.4 may send their communications to the
Depositary for forwarding to the Company.

              If the Company requests information from the Depositary or the
Custodian, as the holders of Shares, pursuant to the Articles of Association of
the Company or the Irish Companies Acts, the obligations of the Depositary or
the Custodian, as the case may be, shall be limited to disclosing to the Company
such information relating to the Shares in question's as has in each case been
recorded by it pursuant to the terms of the Deposit Agreement.

ARTICLE 4.  THE DEPOSITED SECURITIES.

     SECTION 4.1   Cash Distributions.
                   ------------------

          Whenever the Depositary shall receive any cash dividend, other cash
distribution or net proceeds from the sale of securities, property or rights on
any Deposited Securities, the Depositary shall, subject to the provisions of
Section 4.5, convert such dividend or distribution into Dollars and shall
distribute the amount thus received (net of the fees of the Depositary as
provided in Section 5.9 hereof, if applicable) 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, the amount distributed to the Owner of the Receipts evidencing
American Depositary Shares representing such Deposited Securities shall be

                                      -14-
<PAGE>

reduced accordingly. 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 The Republic of Ireland, the United
States, Germany or elsewhere, all amounts withheld and owing to such agency. The
Depositary will forward to the Company or its agent such information from its
records as the Company may reasonably request to enable the Company or its agent
to file necessary reports with governmental agencies, and 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 Depositary shall receive any distribution other than a distribution
described in Sections 4.1, 4.3 or 4.4, the Depositary shall cause the securities
or property received by it 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 in the 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 or Beneficial Owners
of Receipts) the Depositary, after Consultation with the Company, deems such
distribution not to be feasible, the Depositary may, after Consultation with the
Company, adopt such method as it may deem 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.

     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 shall if
the Company shall so request, 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

                                      -15-
<PAGE>

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. 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. If additional Receipts are not so distributed, each American Depositary
Share shall thenceforth also represent the additional Shares distributed upon
the Deposited Securities represented thereby.

     SECTION 4.4   Rights.
                   ------

          In the event that the Company shall offer or cause to be offered to
the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall, after
consultation with the Company, have discretion as to the procedure to be
followed in making such rights available to any Owners or in disposing of such
rights on behalf of any Owners and making the net proceeds available to such
Owners or, 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 the
Depositary shall allow the rights to lapse. If at the time of the offering of
any rights the Depositary determines in its discretion 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 therefor in such form as it deems appropriate.

          In circumstances in which rights would otherwise not be distributed,
if an Owner of Receipts requests the distribution of warrants or other
instruments in order to exercise the rights allocable to the American Depositary
Shares of such Owner hereunder, the Depositary will make such rights available
to such Owner upon written notice from the Company to the Depositary that (a)
the Company has elected in its sole discretion to permit such rights to be
exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable law.

          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 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,

                                      -16-
<PAGE>

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. In the case of a distribution pursuant to the second paragraph of this
section, such Receipts shall be legended in accordance with applicable U.S.
laws, and shall be subject to the appropriate restrictions on sale, deposit,
cancellation, and transfer under such laws.

          If the Depositary determines in its discretion that it is not lawful
and feasible to make such rights available to all or certain Owners, it may,
after Consultation with the Company, 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.

          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 Securities Act of 1933 with respect to a distribution to
all Owners or are registered under the provisions of such Act; provided, that
nothing in this Deposit Agreement shall 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. If an Owner of a Receipt or Receipts requests the
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 recognized 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.

          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 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

                                      -17-
<PAGE>

judgment of the Depositary be converted on a reasonable basis into Dollars and
the resulting Dollars transferred to the United States, the Depositary shall
convert or cause to be converted, by sale or in any other manner that it may
determine, such foreign currency into Dollars, and such Dollars shall be
distributed to the 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. Such distribution may be made upon an
averaged or 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.

          If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary is not convertible on a reasonable
basis into Dollars transferable to the United States, or if any approval or
license of any government or agency thereof which is required for such
conversion is denied or in the opinion of the Depositary is not obtainable, or
if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same and shall
distribute such foreign currency upon the request of each such Owner.

          If any such conversion of foreign currency, in whole or in part,
cannot be effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may
distribute the balance of the foreign currency received by the Depositary to, or
hold such balance uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled thereto and shall distribute such
foreign currency upon the request of each such Owner.

     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

                                      -18-
<PAGE>

meeting of holders of Shares or other Deposited Securities, the Depositary shall
fix a record date, which shall be the record date, if any, established by the
Company for such purpose or, if different, as close thereto as practicable, (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 give instructions for the exercise of voting rights at any such
meeting, or (b) 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 in proportion to
the number of American Depositary Shares held by them respectively and to give
voting instructions and to act in respect of any other such matter.

     SECTION 4.7   Voting of Deposited Securities.
                   ------------------------------

          Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, if requested in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Owners a notice, the form
of which notice shall be in the sole discretion of the Depositary, which shall
contain (a) all of the information contained in such notice of meeting received
by the Depositary from the Company, (b) a statement that the Owners as of the
close of business on a specified record date will be entitled, subject to any
applicable provision of Irish law and of the Memorandum and Articles of
Association of the Company, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the amount of Shares or other Deposited
Securities represented by their respective American Depositary Shares, (c) a
statement that Owners who instruct the Depositary as to the exercise of their
voting rights will be deemed to have instructed the Depositary or its authorized
representative to call for a poll with respect to each matter for which such
instructions are given, subject to any applicable provisions of Irish law and of
the Memorandum and Articles of Association of the Company and (d) if applicable,
a statement as to the manner in which such instructions may be given, including
an express indication that instructions may be given or deemed given in
accordance with the last sentence of this paragraph if no instruction is
received, to the Depositary to give a discretionary proxy to a person designated
by the Company.  Upon the written request of an Owner on such record date,
received on or before the date established by the Depositary for such purpose,
the Depositary shall endeavor, in so far as practicable, to vote or cause to be
voted the amount of Shares or other Deposited Securities represented by the
American Depositary Shares evidenced by such Receipt in accordance with the
instructions set forth in such request.  Accordingly, pursuant to the Company's
Memorandum and Articles of Association and applicable Irish law, the Depositary
will cause its authorized representative to attend each meeting of holders of
Shares and call for a poll as instructed in accordance with clause (c) above for
the

                                      -19-
<PAGE>

purpose of effecting such vote.  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.  If no instructions are received by the Depositary from any Owner
with respect to any of the Deposited Securities represented by the American
Depositary Shares evidenced by such Owner's Receipts on or before the date
established by the Depositary for such purpose, the Depositary will deem such
Owner to have instructed the Depositary to give a discretionary proxy to a
person designated by the Company with respect to such Deposited Securities and
the Depositary will give a discretionary proxy to a person designated by the
Company to vote such Deposited Securities; provided, that no such instructions
                                           --------
will be deemed given and no such discretionary proxy will be given when the
Company notifies the Depositary (and the Company agrees to provide such notice
as promptly as practicable in writing) that the matter to be voted upon is one
of the following:

          1.   is a matter not submitted to shareholders by means of a proxy
               statement comparable to that specified in Schedule 14-A of the
               Commission;

          2.   is the subject of a counter-solicitation, or is part of a
               proposal made by a shareholder which is being opposed by
               management (i.e., a contest);

          3.   relates to a merger or consolidation (except when the Company's
               proposal is to merge with its own wholly-owned subsidiary,
               provided its shareholders dissenting thereto do not have rights
               of appraisal);

          4.   authorizes mortgaging of property;

          5.   authorizes or creates indebtedness or increases the authorized
               amount of indebtedness;

          6.   authorizes or creates preferred shares or increases the
               authorized amount of existing preferred shares;

          7.   alters the terms or conditions of any shares of the Company's
               stock then outstanding or existing indebtedness;

          8.   involves waiver or modification of preemptive rights (except when
               the Company's proposal is to waive such rights with respect to
               Shares being offered pursuant to stock option or purchase plans
               involving the additional issuance of not more than 5% of the
               Company's outstanding Shares (see Item 12 below));

                                      -20-
<PAGE>

          9.   alters voting provisions or the proportionate voting power of a
               class of shares, or the number of its votes per share (except
               where cumulative voting provisions govern the number of votes per
               share for election of directors and the Company's proposal
               involves a change in the number of its directors by not more than
               10% or not more than one)

          10.  changes existing quorum requirements with respect to shareholder
               meetings;

          11.  authorizes issuance of Shares, or options to purchase Shares, to
               directors, officers, or employees in an amount which exceeds 5%
               of the total amount of the class outstanding (when no plan is
               amended to extend its duration, the Company shall factor into the
               calculation the number of Shares that remain available for
               issuance, the number of Shares subject to outstanding options and
               any Shares being added; should there be more than one plan being
               considered at the same meeting, all Shares are aggregated).

          12.  authorizes

               (a) a new profit-sharing or special remuneration plan, or a new
               retirement plan, the annual cost of which will amount to more
               than 10% of average annual income before taxes for the preceding
               five years, or

               (b) the amendment of an existing plan which would bring its costs
               above 10% of such average annual income before taxes (should
               there be more than one plan being considered at the same meeting,
               all costs are aggregated; exceptions may be made in cases of (a)
               retirement plans based on agreement or negotiations with labor
               unions (or which have been or are to be approved by such unions);
               and (b) any related retirement plan for benefit of non-union
               employees having terms substantially equivalent to the terms of
               such union-negotiated plan, which is submitted for action of
               stockholders concurrently with such union-negotiated plan);

          13.  changes the purposes or powers of the Company to an extent which
               would permit it to change a materially different line of business
               and it is the Company's stated intention to make such a change;

                                      -21-
<PAGE>

          14.  authorizes the acquisition of property, assets, or a company,
               where the consideration to be given has a fair value of 20% or
               more of the market value of the previously outstanding shares;

          15.  authorizes the sale or other disposition of assets or earning
               power of 20% or more of those existing prior to the transaction;

          16.  authorizes a transaction not in the ordinary course of business
               in which an officer, director or substantial security holder has
               a direct or indirect interest;

          17.  reduces earned surplus by 51% or more, or reduces earned surplus
               to an amount less than the aggregate of three years' Share
               dividends computed at the current dividend rate.

For the avoidance of doubt, a signed but unmarked proxy that includes the
statement "IF NO MARK IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED [FOR/AGAINST] EACH OF THE PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXIES DEEM
ADVISABLE" or words of similar intent shall constitute an instruction by the
signatory thereof to vote in accordance with such statement.  In accordance with
the Articles of Association of the Company and Irish law, failure by an Owner,
or a person holding an interest in Shares through an Owner, to comply with the
Company's request for information of the nature referred to in Section 3.5 may
result, inter alia, in withdrawal of the voting rights of the Shares underlying
        ----- ----
the Receipts held by that Owner and consequently of the rights described in this
Section 4.7 to direct the voting of the Deposited Securities underlying such
Receipts.

          There can be no assurance that Owners generally or any Owner in
particular will receive the notice described in this Section 4.7 sufficiently
prior to the date established by the Depositary to ensure that the Depositary
will vote the Shares or Deposited Securities in accordance with the provisions
set forth in this Section 4.7.

     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, 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 of or
in respect of Deposited Securities, shall be treated as new Deposited Securities
under this Deposit Agreement, and American Depositary Shares shall thenceforth
represent, in addition to the existing Deposited Securities, the right to

                                      -22-
<PAGE>

receive the new Deposited Securities so received in exchange or conversion,
unless additional Receipts are delivered pursuant to the following sentence.  In
any such case the Depositary may, and shall if the Company shall so request,
execute and deliver 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.

     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.  The
Depositary shall also send to the Owners copies of any such reports furnished by
the Company pursuant to Section 5.6.  Any such reports and communications,
including any such proxy soliciting material, furnished to the Depositary by the
Company shall be furnished in English.

     SECTION 4.10   Lists of Owners.
                    ---------------

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

     SECTION 4.11   Withholding.
                    -----------

          In the event that the Depositary determines 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.

ARTICLE 5.  THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.

     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,

                                      -23-
<PAGE>

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 for the registration of Receipts and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Owners and the Company, 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.

          The Depositary may close the transfer books, at any time or from time
to time, after Consultation with the Company, when deemed expedient by it in
connection with the performance of its duties hereunder.

          The Company shall have the right to inspect the transfer and
registration records of the Depositary relating to Receipts and, at the
Company's expense, to make copies thereof and to require the Depositary, the
Registrar and any co-transfer agents or co-Registrars to supply copies of such
portions of such records as the Company may request in writing.

          If any Receipts or the American Depositary Shares evidenced thereby
are listed on one or more stock exchanges in the United States or Germany, 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.

     SECTION 5.2    Prevention or Delay in Performance by the Depositary or the
                    -----------------------------------------------------------
                    Company.
                    -------

          Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owners of any Receipt, if by reason of any provision of any
present or future law or regulation of the European Union, 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 Memorandum
and Articles of Association of the Company, or by reason of any act of God or
war or other circumstances beyond its control, the Depositary or the Company
shall be prevented or forbidden from, 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 the Deposited Securities it is provided shall be
done or performed; nor shall the Depositary or the Company or any of their
respective directors, employees, agents or affiliates incur any liability to any
Owner or Beneficial Owners 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,

                                      -24-
<PAGE>

by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the
Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the
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.
                    -------

          The Company assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Owners or Beneficial Owners of
Receipts, except that it agrees to perform its obligations specifically set
forth in this Deposit Agreement without negligence or bad faith.

          The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to any Owner or Beneficial Owners of any
Receipt (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.

          Neither the Depositary nor the Company shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it against all expense and liability 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.

          Neither the Depositary nor the Company 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.

          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 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

                                      -25-
<PAGE>

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 so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

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

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

          The 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, appoint a substitute

                                      -26-
<PAGE>

custodian or custodians, each of which shall thereafter be a Custodian
hereunder. Whenever the Depositary in its discretion determines that it is in
the best interest of the Owners to do so, it may appoint substitute or
additional custodian or custodians, which shall thereafter be one of the
Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver
such of the Deposited Securities held by it as are requested of it to any other
Custodian or such substitute or additional custodian or custodians. Each such
substitute or additional custodian shall deliver to the Depositary, forthwith
upon its appointment, an acceptance of such appointment satisfactory in form and
substance to the Depositary.

          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, 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 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, at the Company's expense, 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
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,

                                      -27-
<PAGE>

which counsel shall be 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.

          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, either originally issued or previously
issued and reacquired by the Company or any such affiliate, unless a
Registration Statement is in effect as to such Shares under the Securities Act
of 1933 or unless such Shares are accompanied by an opinion on which the
Depositary may rely, satisfactory to the Depositary from recognized U.S. counsel
for the Company, that upon deposit of such Shares, such Shares and the American
Depositary Shares issued in respect thereof will not be "restricted securities"
as such term is defined under Rule 144(a)(3) of the Securities Act of 1933 and
that the offer and sale of such securities would not require registration under
such Act.

     SECTION 5.8    Indemnification.
                    ---------------

          The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
reasonable fees and expenses of counsel) which may arise out of any registration
with the Commission of Receipts, American Depositary Shares or Deposited
Securities or the offer or sale thereof in the United States or 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 a Custodian or
their respective directors, employees, agents and affiliates, except for any
liability or expense arising out of the negligence or bad faith of either of
them, or (ii) by the Company or any of its directors, employees, agents and
affiliates.

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

     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

                                      -28-
<PAGE>

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.

          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 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 on the Share register of the
Company or Foreign Registrar and 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 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, 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 American Depositary Shares 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.

                                      -29-
<PAGE>

     SECTION 5.11   Exclusivity.
                    -----------

          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.

     SECTION 5.12   List of Restricted Securities Owners.
                    ------------------------------------

          From time to time, the Company shall provide to the Depositary a list
setting forth, to the actual knowledge of the Company, those persons or entities
who beneficially own Restricted Securities and the Company shall update that
list on a regular basis.  The Company agrees to advise in writing each of the
persons or entities so listed that such Restricted Securities are ineligible for
deposit hereunder.  The Depositary may rely on such a list or update but shall
not be liable for any action or omission made in reliance thereon.

ARTICLE 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 without the express consent of Owners or Beneficial
Owners in any respect which the Company and the Depositary may deem necessary or
desirable.  Any amendment which shall impose or increase any fees or charges
(other than taxes and other governmental charges, registration fees, 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 days after notice of such amendment shall have been given
to the Owners of outstanding Receipts.  Every Owner 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 this Deposit Agreement by mailing notice of such termination to the
Owners of all Receipts then outstanding at least 90 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

                                      -30-
<PAGE>

outstanding if at any time 90 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 or 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 2.5, 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 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 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 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). 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 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). 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.

ARTICLE 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

                                      -31-
<PAGE>

Depositary and the Custodians and shall be open to inspection by any Beneficial
Owners or Owner 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.
                    ------------

          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    Beneficial Owners and Owners as Parties; Binding Effect.
                    -------------------------------------------------------

          The Beneficial Owners 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 cable, telex or
facsimile transmission confirmed by letter, addressed to Trintech Group PLC,
Trintech Building, South County Business Park, Leopardstown, Dublin 18, Ireland,
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
cable, telex or 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, 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 cable, telex or
facsimile transmission confirmed by letter, addressed to such Owner at the
address of 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.

                                      -32-
<PAGE>

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

     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 permit 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.

                                      -33-
<PAGE>

     IN WITNESS WHEREOF, TRINTECH GROUP PLC 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.

                                       TRINTECH GROUP PLC

                                       By:________________________
                                          Name:
                                          Title:


                                       THE BANK OF NEW YORK,
                                        as Depositary

                                       By:________________________
                                          Name:
                                          Title:

                                      -34-