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                                DEPOSIT AGREEMENT



                                  by and among



                                 C & C GROUP PLC
                                    as Issuer



                                       AND



                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                  as Depositary



                                       AND



           HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES
           EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER







                           DATED                 2005


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                                                   TABLE OF CONTENTS

                                                                                                           PAGE

1.       DEFINITIONS AND INTERPRETATION.......................................................................1
2.       FORM OF ADR:  INCORPORATION BY REFERENCE.............................................................3
3.       DEPOSIT OF SHARES....................................................................................4
4.       ISSUE OF ADRs........................................................................................6
5.       TRANSFER, COMBINATION AND SPLIT-UP OF ADRS; SUBSTITUTION OF ADRS; CANCELLATION AND DESTRUCTION
         OF ADRS; MAINTENANCE OF RECORDS......................................................................8
6.       DISTRIBUTIONS:  CONVERSION OF FOREIGN CURRENCY WITHHOLDING..........................................10
7.       CUSTODIAN...........................................................................................16
8.       DEPOSITARY'S AGENTS.................................................................................16
9.       MAINTENANCE OF OFFICE...............................................................................16
10.      STANDARD OF CARE....................................................................................17
11.      RESIGNATION AND REMOVAL OF THE DEPOSITARY:  SUCCESSOR DEPOSITARY....................................17
12.      AMENDMENT...........................................................................................18
13.      TERMINATION.........................................................................................18
14.      INFORMATION.........................................................................................19
15.      INDEMNIFICATION.....................................................................................21
16.      COMPLIANCE WITH U.S. SECURITIES LAWS................................................................22
17.      MISCELLANEOUS.......................................................................................22
18.      GOVERNING LAW.......................................................................................22
EXHIBIT A TO DEPOSIT AGREEMENT:  Form of ADR................................................................A-1
EXHIBIT B TO DEPOSIT AGREEMENT:  Fees and Charges of the Depositary.........................................B-1























                                DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of                 2005 (the "AGREEMENT")

BETWEEN:

(1)       C & C GROUP PLC (the "COMPANY");

(2)       DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary hereunder (the
          "DEPOSITARY"); and

(3)       All holders and beneficial owners from time to time of American
          Depositary Receipts issued hereunder.

THE PARTIES AGREE as follows:

1.        DEFINITIONS AND INTERPRETATION

1.1       DEFINITIONS

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

          "ADR" or "RECEIPT" means an American depositary receipt evidencing
          ADSs.

          "ADS" means an American depositary share representing beneficial
          interests in the Deposited Securities. Each ADS represents the right
          to receive three (3) Shares.

          "AFFILIATE" shall have the meaning assigned to such term by the
          Commission under Regulation C promulgated under the Securities Act.

          "ARTICLES OF ASSOCIATION" means the Memorandum and Articles of
          Association of the Company, as the same may be amended or in force
          from time to time.

          "BENEFICIAL OWNER" means a person with a beneficial interest in ADSs;
          provided that a Beneficial Owner need not be the Holder of the ADR
          evidencing such ADSs and that a Beneficial Owner may exercise any
          rights or receive any benefits hereunder solely through the Holder of
          the ADR(s) evidencing the ADSs in which such Beneficial Owner has an
          interest.

          "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday
          and Friday which is not (a) a day on which banking institutions in the
          Borough of Manhattan, The City of New York are authorized or obligated
          by law or executive order to close and (b) a day on which the
          market(s) in which ADRs are traded are closed.

          "CLEARING AGENT" means any registrar, transfer agent, clearing agent
          or other entity recording ownership of Shares or transactions in them
          at the relevant time.

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

          "CUSTODIAN" means the agent or agents of the Depositary named as
          Custodian in the Form of ADR and any additional or successor Custodian
          which may be appointed pursuant to Section 7.

          "DELIVERY ORDER" has the meaning set forth in Section 3.1.






          "DEPOSITARY'S OFFICE" means at any particular time the office of the
          Depositary in The City of New York at which its depositary receipt
          business is then administered. At the date of this Agreement the
          Depositary's Office is located at 60 Wall Street, New York, NY 10005,
          United States.

          "DEPOSITED SECURITIES" at any particular time means all Shares then
          deposited or deemed to be deposited under this Agreement and any and
          all additional securities and cash received by the Depositary or the
          Custodian in respect or in lieu thereof and at such time held
          hereunder.

          "DOLLARS" AND "$" shall refer to the lawful currency of the United
          States.

          "DRS/PROFILE" means the system for the uncertificated registration of
          ownership of securities pursuant to which ownership of ADSs is
          maintained on the books of the Depositary without the issuance of a
          physical certificate and transfer instructions may be given to allow
          for the automated transfer of ownership between the books of DTC and
          the Depositary. Ownership of ADSs held in DRS/Profile are evidenced by
          periodic statements issued by the Depositary to the Holders entitled
          thereto.

          "FOREIGN REGISTRAR" shall mean any Clearing Agent and any other
          appointed agent of the Company for the transfer and registration of
          Shares.

          "FORM OF ADR" has the meaning set out in Section 2.2.

          "HOLDER" means the person or persons in whose name an ADR is
          registered on the Register and if a Holder is not the Beneficial Owner
          of the ADS(s) evidenced by the Receipt registered in its name, such
          person shall be deemed to have all requisite authority to act on
          behalf of the relevant Beneficial Owners.

          "PRE-RELEASE" has the meaning set forth in Section 3.1.

          "PRE-RELEASE TRANSACTION" has the meaning set forth in Section 4.3

          "PRE-RELEASED ADR" has the meaning set forth in Section 3.1.

          "REGISTER" means a register kept at the Depositary's office for the
          registration, registration of transfer, combination and split-up of
          ADRs.

          "RESTRICTED SECURITIES" shall mean Shares, or ADSs representing such
          Shares, which (i) have been acquired directly or indirectly from the
          Company or any of its Affiliates in a transaction or chain of
          transactions not involving any public offering and subject to resale
          limitations under the Securities Act or the rules issued thereunder,
          or (ii) are held by an officer or director (or persons performing
          similar functions) or other Affiliate of the Company, or (iii) are
          subject to other restrictions on sale or deposit under the laws of the
          United States, Ireland, or under a shareholders' agreement or the
          Company's Articles of Association or under the regulations of an
          applicable securities exchange unless, in each case, such Shares are
          being sold to persons other than an Affiliate of the Company in a
          transaction (x) covered by an effective resale registration statement
          or (y) exempt from the registration requirements of the Securities Act
          (as hereinafter defined), and the Shares are not, when held by such
          person, Restricted Securities.

          "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

          "SECURITIES EXCHANGE ACT" means the U.S. Securities Exchange Act of
          1934, as amended.







          "SHARES" means the ordinary shares, par value EUR 0.01 each, of the
          Company, having the same rights, including with respect to
          distributions, as all other outstanding ordinary shares of the
          Company, and, subject to Pre-Release, shall include the rights to
          receive Shares.

1.2       INTERPRETATION

          Unless the context of this Agreement otherwise clearly requires,
          references to the plural include the singular and the plural and "or"
          has the inclusive meaning represented by the phrase "and/or." The
          words "include," "includes," and "including" shall be deemed to be
          followed by the phrase "without limitation." The words "hereof,"
          herein," "hereunder" and similar terms in this Agreement refer to this
          Agreement as a whole and not to any particular provision of this
          Agreement. References to Sections or Exhibits are references to
          Sections in or Exhibits to this Agreement unless otherwise provided.

2.        FORM OF ADR:  INCORPORATION BY REFERENCE

2.1       APPOINTMENT OF DEPOSITARY

          The Company hereby appoints the Depositary as depositary for the
          Deposited Securities and hereby authorizes and directs the Depositary
          to act in accordance with the terms set forth in this Agreement. Each
          Holder and each Beneficial Owner, upon acceptance of any ADSs (or any
          interest therein) issued in accordance with the terms of this
          Agreement, shall be deemed for all purposes to (a) be a party to and
          bound by the terms of this Agreement and (b) appoint the Depositary
          its attorney-in-fact, with full power to delegate, to act on its
          behalf and to take any and all actions contemplated in this Agreement,
          to adopt any and all procedures necessary to comply with applicable
          law and to take such action as the Depositary in its sole discretion
          may deem necessary or appropriate to carry out the purposes of this
          Agreement (the taking of such actions to be the conclusive determinant
          of the necessity and appropriateness thereof).

2.2       FORM OF ADR

          ADRs shall be substantially in the form of Exhibit A (the "FORM OF
          ADR"), with such changes as may be required by the Depositary or the
          Company to comply with their obligations hereunder, any applicable
          law, regulation or usage or to indicate any special limitations or
          restrictions to which any particular ADRs are subject. ADRs shall be
          engraved or printed or otherwise reproduced in accordance with the
          Depositary's customary practices or as may be required by any
          securities exchange on which the ADSs are listed or admitted for
          trading. ADRs shall be executed by the manual or facsimile signature
          of a duly authorised signatory of the Depositary, which signature
          shall bind the Depositary, notwithstanding that such signatory has
          ceased to hold such authority prior to the delivery of such ADRs.

2.3       TRANSFERABILITY

          Subject to the limitations contained herein and in the Form of ADR,
          title to an ADR (and to the ADSs evidenced thereby), when properly
          endorsed (in the case of certificated ADRs) or upon delivery to the
          Depositary of proper instruments of transfer, shall be transferable by
          delivery with the same effect as in the case of a negotiable
          instrument under the laws of the State of New York; provided, however,
          that the Depositary, notwithstanding any notice to the contrary, may
          treat the Holder thereof as the absolute owner thereof for the purpose
          of determining the person entitled to distribution of dividends or
          other distributions or to any notice provided for in this Agreement
          and for all other purposes and neither the Depositary nor the Company
          will have any obligation or be subject to any liability under this
          Agreement to any holder of a Receipt, unless such holder is the Holder
          thereof.







3.        DEPOSIT OF SHARES

3.1       DEPOSIT WITH CUSTODIAN

          Subject to the terms and conditions of this Agreement, the Depositary
          shall issue ADRs for delivery at the Depositary's Office against
          delivery or transfer to the Custodian of: (a) Shares by credit to the
          account of the Custodian with a Clearing Agent or as the Custodian may
          otherwise specify; or (b) subject to the provisions of Section 4.3
          below, rights to receive Shares. ADRs issued upon the deposit of
          rights to receive Shares in accordance with clause (b) of this Section
          3.1 are hereinafter referred to as "Pre-Released ADRs", and each such
          issuance as a "Pre-Release", until such time as Shares are deposited
          with the Custodian in accordance with clause (a) of this Section 3.1.
          In connection with any such deposit, the Depositary or the Custodian
          may require a written order from the person making such deposit
          specifying the person or persons in whose name the ADRs are to be
          issued (a "Delivery Order"). Every deposit of Shares shall be
          accompanied by the following: (A) (i) in the case of Shares issued in
          certificated form, such Shares or the certificates representing such
          Shares and an executed instrument of transfer thereof in favour of
          such person as the Custodian may direct and (ii) in the case of Shares
          delivered by book-entry transfer, confirmation of such book-entry
          transfer to the Custodian or that irrevocable instructions have been
          given to cause such Shares to be so transferred, (B) such
          certifications and payments (including, without limitation, any
          applicable taxes and governmental charges and the Depositary's fees,
          and related charges in accordance with Exhibit B) and evidence of such
          payments (including, without limitation, stamping or otherwise marking
          such Shares by way of receipt) as may be required by the Depositary,
          Custodian or any Clearing Agent, as the case may be, in accordance
          with the provisions of this Agreement, (C) if the Depositary so
          requires, 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 an ADR or ADRs for the number of ADSs representing the
          Shares so deposited, (D) evidence satisfactory to the Depositary
          (which may include an opinion of counsel reasonably satisfactory to
          the Depositary provided at the cost of the person seeking to deposit
          Shares) that all conditions to such deposit have been met and all
          necessary approvals have been granted by, and there has been
          compliance with the rules and regulations of, any applicable
          governmental agency in Ireland, and (E) if the Depositary so requires,
          (i) an agreement, assignment or instrument satisfactory to the
          Depositary or the Custodian which provides for the prompt transfer by
          any person in whose name the Shares are or have been recorded to the
          Custodian of any distribution, or right to subscribe for additional
          Shares or to receive other property in respect of any such deposited
          Shares or, in lieu thereof, such indemnity or other agreement as shall
          be satisfactory to the Depositary or the Custodian and (ii) if the
          Shares are registered in the name of the person on whose behalf they
          are presented for deposit, a proxy or proxies entitling the Custodian
          to exercise voting rights in respect of the Shares for any and all
          purposes until the Shares so deposited are registered in the name of
          the Depositary, the Custodian or any nominee. No Share shall be
          accepted for deposit unless accompanied by confirmation or such
          additional evidence, if any is required by the Depositary, that is
          reasonably satisfactory to the Depositary or the Custodian that all
          conditions to such deposit have been satisfied by the person
          depositing such Shares under the laws and regulations of Ireland and
          any necessary approval has been granted by any governmental body in
          Ireland, if any, which is then performing the function of the
          regulator of currency exchange. The Depositary may issue Receipts
          against evidence of rights to receive Shares from the Company, any
          Clearing Agent, the Foreign Registrar, any agent of the Company or any
          custodian, registrar, transfer agent, clearing agency or other entity
          involved in ownership or transaction records in respect of the Shares.
          Without limitation of the foregoing, the Depositary shall not
          knowingly accept for deposit under this Agreement any Shares required
          to be registered under the provisions of the Securities Act, unless a
          registration statement is in effect as to such Shares. The Depositary
          will use commercially reasonable efforts to comply with reasonable
          written instructions of the Company that the Depositary shall not
          accept for deposit hereunder any Shares specifically identified in
          such instructions at such times and under such circumstances as may
          reasonably be specified in









          such instructions in order to facilitate the Company's compliance with
          the securities laws in the United States.

          As soon as practicable after receipt of any permitted deposit
          hereunder and compliance with the provisions of this Agreement, the
          Custodian shall present the Shares so deposited, together with the
          appropriate instrument or instruments of transfer or endorsement, duly
          stamped, to the Foreign Registrar for transfer and registration of the
          Shares (as soon as transfer and registration can be accomplished and
          at the expense of the person for whom the deposit is made) in the name
          of the Depositary, the Custodian or a nominee of either. Deposited
          Securities shall be held by the Depositary or by a Custodian for the
          account and to the order of the Depositary or a nominee, in each case
          for the account of the Holders and Beneficial Owners, at such place or
          places as the Depositary or the Custodian shall determine.

          In the event any Shares are deposited which entitle the holders
          thereof to receive a per-share distribution or other entitlement in an
          amount different from the Shares then on deposit, the Depositary is
          authorized to take any and all actions as may be necessary (including,
          without limitation, making the necessary notations on ADRs) to give
          effect to the issuance of such ADSs and to ensure that such ADSs are
          not fungible with other ADSs issued hereunder until such time as the
          entitlement of the Shares represented by such non-fungible ADSs equals
          that of the Shares represented by ADSs prior to the original such
          deposit. The Company agrees to give timely written notice to the
          Depositary if any Shares issued or to be issued contain rights
          different from those of any other Shares theretofore issued and shall
          assist the Depositary with the establishment of procedures enabling
          the identification of such non-fungible Shares upon delivery to the
          Custodian.

3.2       REPRESENTATIONS

          Every person depositing Shares hereunder is deemed to represent and
          warrant that such Shares are (i) duly authorized, validly issued and
          outstanding, fully paid, nonassessable and were legally obtained, (ii)
          were not acquired in violation of any pre-emptive rights, (iii) that
          the person making such deposit is duly authorised to do so (iv) free
          and clear of any lien, encumbrance, security interest, charge,
          mortgage or adverse claim, (v) have not been stripped of any rights or
          entitlements, and (vi) that such Shares (a) are not "restricted
          securities" as such term is defined in Rule 144 under the Securities
          Act and may be offered or sold in the United States in transactions
          that are exempt from registration under the Securities Act or (b) have
          been registered under the Securities Act. Such representations and
          warranties shall survive the deposit of Shares and issuance of ADRs.

3.3       HOLDING OF DEPOSITED SECURITIES

          Deposited Securities shall be held by the Custodian for and to the
          order of the Depositary on behalf of the Holders and the Beneficial
          Owners. Shares and other Deposited Securities eligible for deposit
          with a Clearing Agent shall be held by the Custodian at its account at
          the Clearing Agent or Agents selected by it. Deposited Securities may
          be delivered by the Depositary or the Custodian to any person only
          under the circumstances expressly contemplated in this Agreement.

3.4       TREATMENT AS A LEGAL OWNER

          Notwithstanding anything herein to the contrary, the Company will, for
          all purposes, treat the Depositary, in its capacity as such, as the
          legal owner of all Deposited Securities.









4.        ISSUE OF ADRS

4.1       ISSUANCE

          After any deposit of Shares or rights to receive Shares in accordance
          with Section 3.1, together with any other documents required by the
          Depositary in accordance with this Agreement, the Custodian shall as
          promptly as practicable notify the Depositary of such deposit and of
          the information contained in any Delivery Order. Such notice shall be
          given in writing, either by letter, airmail, postage prepaid, or, at
          the request, risk and expense of the person making the deposit, by
          telex or facsimile or electronic transmission. After receiving such
          notice from the Custodian, the Depositary, subject to this Agreement,
          shall as promptly as practicable execute and deliver at the
          Depositary's Office, to or upon the order of the person named in such
          notice, ADRs registered as requested and evidencing the aggregate
          number of ADSs to which such person is entitled. ADRs shall be issued
          only in denominations of any whole numbers of ADSs. At the request,
          risk and expense of the person depositing Shares or rights to receive
          shares, the Depositary may deliver ADRs at a place other than the
          Depositary's Office. ADRs may be issued by the Depositary only under
          the circumstances expressly contemplated in this Agreement. Nothing
          herein shall prohibit any Pre-Release upon the terms set forth in this
          Agreement.

4.2       ISSUANCE OF ADDITIONAL SHARES

          The Company agrees that in the event it or any of its Affiliates
          proposes (i) an issuance, sale or distribution of additional Shares,
          (ii) an offering of rights to subscribe for Shares or other Deposited
          Securities, (iii) an issuance of securities convertible into or
          exchangeable for Shares, (iv) an issuance of rights to subscribe for
          securities convertible into or exchangeable for Shares, (v) an
          elective dividend of cash or Shares, (vi) a redemption of Deposited
          Securities, (vii) a meeting of holders of Deposited Securities, or
          solicitation of consents or proxies, relating to any reclassification
          of securities, merger or consolidation or transfer of assets or (viii)
          any reclassification, recapitalization, reorganization, merger,
          consolidation or sale of assets which affects the Deposited
          Securities, it will obtain U.S. legal advice and take all steps
          necessary to ensure that the application of the proposed transaction
          to Holders and Beneficial Owners does not violate the registration
          provisions of the Securities Act, or any other applicable laws
          (including, without limitation, the U.S. Investment Company Act of
          1940, as amended, the Exchange Act or the securities laws of any of
          the states of the United States). In support of the foregoing, the
          Company will furnish to the Depositary, at the Company's expense, (a)
          a written opinion of U.S. counsel or counsel in any other applicable
          jurisdiction (in form and substance reasonably satisfactory to the
          Depositary) stating whether or not application of such transaction to
          Holders and Beneficial Owners (1) requires a registration statement
          under the Securities Act to be in effect or (2) is exempt from the
          registration requirements of the Securities Act and (b) an opinion of
          Irish counsel (reasonably satisfactory to the Depositary) stating that
          (1) making the transaction available to Holders and Beneficial Owners
          does not violate the laws or regulations of Ireland and (2) all
          requisite regulatory consents and approvals have been obtained in
          Ireland. If the filing of a registration statement is required, the
          Depositary shall not have any obligation to proceed with the
          transaction unless it shall have received evidence reasonably
          satisfactory to it that such registration statement has been declared
          effective and that such distribution is in accordance with all
          applicable laws or regulations. If, being advised by counsel, the
          Company determines that a transaction is required to be registered
          under the Securities Act, the Company will either (i) register such
          transaction to the extent necessary, (ii) alter the terms of the
          transaction to avoid the registration requirements of the Securities
          Act or (iii) direct the Depositary to take specific measures, in each
          case as contemplated in this Agreement, to prevent such transaction
          from violating the registration requirements of the Securities Act.









          The Company agrees with the Depositary that neither the Company nor
          any of its Affiliates will at any time (i) deposit any Shares or other
          Deposited Securities, either upon original issuance or upon a sale of
          Shares or other Deposited Securities previously issued and reacquired
          by the Company or by any such Affiliate, or (ii) issue additional
          Shares, rights to subscribe for such Shares, securities convertible
          into or exchangeable for Shares or rights to subscribe for such
          securities, unless such transaction and the securities issuable in
          such transaction are exempt from registration under the Securities Act
          or have been registered under the Securities Act (and such
          registration statement has been declared effective).

          Notwithstanding anything else contained in this Agreement, nothing in
          this Agreement shall be deemed to obligate the Company to file any
          registration statement in respect of any proposed transaction.

4.3       PRE-RELEASE

          Subject to the further terms and provisions of this Section, the
          Depositary, its affiliates and their agents, on their own behalf, may
          own and deal in any class of securities of the Company and its
          Affiliates and in ADSs. In its capacity as Depositary, the Depositary
          may (i) issue ADSs represented by Pre-Released ADRs (each such
          transaction a "Pre-Release Transaction") as provided below and (ii)
          deliver Shares upon the receipt and cancellation of ADSs that were
          issued in a Pre-Release Transaction, but for which Shares may not yet
          have been received. The Depositary may receive ADSs in lieu of Shares
          under (i) above and receive Shares in lieu of ADSs under (ii) above.
          Each such Pre-Release Transaction will be (a) subject to a written
          agreement whereby the person or entity (the "Applicant") to whom ADSs
          or Shares are to be delivered (1) represents that at the time of the
          Pre-Release Transaction the Applicant or its customer owns the Shares
          or ADSs that are to be delivered by the Applicant under such
          Pre-Release Transaction, (2) agrees to indicate the Depositary as
          owner of such Shares or ADSs in its records and to hold such Shares or
          ADSs in trust for the Depositary until such Shares or ADSs are
          delivered to the Depositary or the Custodian, (3) unconditionally
          guarantees to deliver to the Depositary or the Custodian, as
          applicable, such Shares or ADSs, and (4) agrees to any additional
          restrictions or requirements that the Depositary deems appropriate,
          (b) at all times fully collateralized with cash, United States
          government securities or such other collateral as the Depositary deems
          appropriate, (c) terminable by the Depositary on not more than five
          business days' notice and (d) subject to such further indemnities and
          credit regulations as the Depositary deems appropriate. The Depositary
          will normally limit the number of ADSs and Shares involved in such
          Pre-Release Transactions at any one time to 30% of the ADSs
          outstanding (without giving effect to ADSs outstanding under (i)
          above), provided, however, that the Depositary reserves the right to
          disregard such limit from time to time as it deems reasonably
          appropriate. The Depositary may also set limits with respect to the
          number of ADSs and Shares involved in Pre-Release Transactions with
          any one person on a case by case basis as it deems appropriate.

          For the purposes of enabling the Depositary to fulfil its obligations
          to the Holders under the Agreement, the collateral referred to in
          clause (b) above shall be held by the Depositary as security for the
          performance of the Applicant's obligation to deliver Shares or ADRs
          upon termination of a Pre-release Transaction (and shall not, for the
          avoidance of doubt, constitute Deposited Securities hereunder). The
          Depositary may retain for its own account any compensation received by
          it in connection with the foregoing.










5.        TRANSFER, COMBINATION AND SPLIT-UP OF ADRS; SUBSTITUTION OF ADRS;
          CANCELLATION AND DESTRUCTION OF ADRS; MAINTENANCE OF RECORDS

5.1       TRANSFER, COMBINATION AND SPLIT-UP OF ADRS

          Subject to the terms and conditions of this Agreement, the Depositary
          shall, upon surrender of an ADR or ADRs in form satisfactory to the
          Depositary at the Depositary's Office (a) for the purpose of transfer,
          if such ADRs are accompanied by such instruments of transfer as the
          Depositary may require and are stamped as may be required by law,
          register the transfer of such ADRs on the Register and execute and
          deliver new ADRs to or upon the order of the person entitled thereto;
          and (b) for the purpose of effecting a split-up or combination,
          execute and deliver a new ADR or ADRs in such denominations as may be
          requested, evidencing the same aggregate number of ADRs as the ADRs
          surrendered.

5.2       SUBSTITUTION OF ADRS

          The Depositary shall execute and deliver a new ADR of like tenor in
          exchange and substitution for any mutilated ADR upon cancellation
          thereof or in substitution for a destroyed, lost or stolen ADR, upon
          payment of applicable fees, costs and expenses, unless the Depositary
          has notice that such ADR has been acquired by a bona fide purchaser,
          upon the Holder thereof filing with the Depositary a request for such
          execution and delivery and a sufficient indemnity bond (for the
          benefit of the Depositary and the Company) and satisfying any other
          reasonable requirements imposed by the Depositary.

          At the request of a Holder, the Depositary shall, for the purpose of
          substituting a certificated Receipt with a Receipt issued through
          DRS/Profile, or vice versa, execute and deliver a certificated Receipt
          or DRS/Profile statement, as the case may be, for any authorized
          number of ADSs requested, evidencing the same aggregate number of ADSs
          as those evidenced by the certificated Receipt or DRS/Profile
          statement, as the case may be, substituted.

5.3       CANCELLATION AND DESTRUCTION OF ADRS

          The Depositary shall cancel all ADRs surrendered to it. The Depositary
          is authorised to destroy ADRs so cancelled in accordance with
          customary practices of stock transfer agents in The City of New York.
          Cancelled ADRs shall not be entitled to any benefits under this
          Agreement or be valid or obligatory for any purpose.

5.4       MAINTENANCE OF RECORDS

          The Depositary shall maintain records of all ADRs surrendered,
          Deposited Securities withdrawn under Section 5.5, transfer of ADRs,
          substitute ADRs delivered, and cancelled or destroyed ADRs under this
          Section 5, in keeping with the procedures ordinarily followed by stock
          transfer agents located in The City of New York or as required by
          applicable law or regulation.

5.5       SURRENDER OF RECEIPTS AND WITHDRAWAL OF DEPOSITED SECURITIES

          Upon surrender, at the Principal Office of the Depositary, of ADSs for
          the purpose of withdrawal of the Deposited Securities represented
          thereby, and upon payment of (i) the fees and charges of the
          Depositary for the making of withdrawals of Deposited Securities and
          cancellation of ADRs (as set forth in Exhibit B) and (ii) all
          applicable taxes and governmental charges payable in connection with
          such surrender and withdrawal, including any applicable Irish stamp
          duty, and subject to the terms and conditions of this Agreement, the
          Company's Articles of Association, and any other provisions of or
          governing the Deposited Securities and other applicable laws, the
          Holder of such ADSs shall be entitled to Delivery, to him or upon his








          order, of the Deposited Securities at the time represented by the ADSs
          so surrendered. ADSs may be surrendered for the purpose of withdrawing
          Deposited Securities by delivery of an ADR evidencing such ADSs (if
          held in certificated form) or by book-entry delivery of such ADSs to
          the Depositary.

          A Receipt surrendered for such purposes shall, if so required by the
          Depositary, be properly endorsed in blank or accompanied by proper
          instruments of transfer in blank, and if the Depositary so requires,
          the Holder thereof shall execute and deliver to the Depositary a
          written order directing the Depositary to cause the Deposited
          Securities being withdrawn to be delivered to or upon the written
          order of a person or persons designated in such order. Thereupon, the
          Depositary shall direct the Custodian to deliver (without unreasonable
          delay) at the designated office of the Custodian or through a book
          entry delivery of the Shares (in either case, subject to Section 5.6,
          Exhibit B and to the other terms and conditions of this Agreement, to
          the Company's Articles of Association, to the provisions of or
          governing the Deposited Securities and to applicable laws, now or
          hereafter in effect) to or upon the written order of the person or
          persons designated in the order delivered to the Depositary as
          provided above, the Deposited Securities represented by such ADSs,
          together with any certificate or other proper documents of or relating
          to title of the Deposited Securities as may be legally required, as
          the case may be, to or for the account of such person.

          The Depositary may, in its discretion, refuse to accept for surrender
          a number of ADSs representing a number other than a whole number of
          Shares. In the case of surrender of an ADR evidencing a number of ADSs
          representing other than a whole number of Shares, the Depositary shall
          cause ownership of the appropriate whole number of Shares to be
          delivered in accordance with the terms hereof, and shall, at the
          discretion of the Depositary, either (i) issue and deliver to the
          person surrendering such Receipt a new Receipt evidencing ADSs
          representing any remaining fractional Share, or (ii) sell or cause to
          be sold the fractional Shares represented by the Receipt surrendered
          and remit the proceeds of such sale (net of (a) applicable fees and
          charges of, and reasonable expenses incurred by, the Depositary and
          (b) taxes withheld) to the person surrendering the Receipt.

          At the request, risk and expense of any Holder so surrendering an ADR,
          and for the account of such Holder, the Depositary shall direct the
          Custodian to forward (to the extent permitted by law) any cash or
          other property (other than securities) held in respect of, and any
          certificate or certificates and other proper documents of or relating
          to title to, the Deposited Securities represented by such ADR to the
          Depositary for delivery at the Principal Office of the Depositary, and
          for further delivery to such Holder. Such direction shall be given by
          letter or, at the request, risk and expense of such Holder, by cable,
          telex or facsimile transmission. Upon receipt by the Depositary, the
          Depositary may make delivery to such person or persons entitled
          thereto at the Principal Office of the Depositary of any dividends or
          cash distributions with respect to the Deposited Securities
          represented by such ADSs, or of any proceeds of sale of any dividends,
          distributions or rights, which may at the time be held by the
          Depositary.

5.6       LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, ETC. OF RECEIPTS;
          SUSPENSION OF DELIVERY, TRANSFER, ETC.

          As a condition precedent to the execution and delivery, registration,
          registration of transfer, split-up, combination or surrender of any
          ADR, the delivery of any distribution thereon or withdrawal of any
          Deposited Securities, the Depositary or the Custodian may require (i)
          payment from the depositor of Shares or presenter of the ADR of a sum
          sufficient to reimburse it for any tax or other governmental charge,
          including any applicable Irish stamp duty, 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 and charges of the Depositary as
          provided in Exhibit B, (ii) the production of proof satisfactory to it
          as to the identity and genuineness of any signature or any other
          matter contemplated by Section







          14.5 and (iii) compliance with (A) any laws or governmental
          regulations relating to the execution and delivery of ADRs or ADSs or
          to the withdrawal or delivery of Deposited Securities and (B) such
          reasonable regulations as the Depositary may establish consistent with
          the provisions of this Agreement and applicable law.

          The issuance of ADSs against deposits of Shares generally or against
          deposits of particular Shares may be suspended, or the issuance of
          ADSs against the deposit of particular Shares may be withheld, or the
          registration of transfer of ADRs in particular instances may be
          refused, or the registration of transfers of ADRs 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, in good faith, at any time or from time
          to time because of any requirement of law, any government or
          governmental body or commission or any securities exchange on which
          the Receipts or Shares are listed, or under any provision of this
          Agreement or provisions of, or governing, the Deposited Securities, or
          any meeting of shareholders of the Company or for any other reason,
          subject, in all cases, to Section 16.

6.        DISTRIBUTIONS:  CONVERSION OF FOREIGN CURRENCY WITHHOLDING

6.1       CASH DISTRIBUTIONS

          Whenever the Depositary receives confirmation from the Custodian of
          receipt of any cash dividend or other cash distribution on any
          Deposited Securities, or receives proceeds from the sale of any
          Shares, rights, securities or other entitlements under the terms
          hereof, the Depositary will, if at the time of receipt thereof any
          amounts received in a foreign currency can in the judgment of the
          Depositary (pursuant to Section 6.8) be converted on a practicable
          basis into Dollars transferable to the United States, promptly convert
          or cause to be converted such cash dividend, distribution or proceeds
          into Dollars (on the terms described in Section 6.8) and will
          distribute promptly the amount thus received (net of (a) the
          applicable fees and charges of, and expenses incurred by, the
          Depositary and (b) taxes withheld) to the Holders of record as of the
          ADS Record Date in proportion to the number of ADSs held by such
          Holders respectively as of the ADS Record Date. The Depositary shall
          distribute only such amount, however, as can be distributed without
          attributing to any Holder a fraction of one cent. Any such fractional
          amounts shall be rounded to the nearest whole cent and so distributed
          to Holders entitled thereto. Holders and Beneficial Owners understand
          that in converting Foreign Currency, amounts received on conversion
          are calculated at a rate which exceeds three or four decimal places
          (the number of decimal places used by the Depositary to report
          distribution rates). Any excess amount may be retained by the
          Depositary as an additional cost of conversion, irrespective of any
          other fees and expenses payable or owing hereunder and shall not be
          subject to escheatment. If the Company, the Custodian or the
          Depositary is required to withhold and does withhold from any cash
          dividend or other cash distribution in respect of any Deposited
          Securities an amount on account of taxes, duties or other governmental
          charges, the amount distributed to Holders on the ADSs representing
          such Deposited Securities shall be reduced accordingly. Such withheld
          amounts shall be forwarded by the Company, the Custodian or the
          Depositary to the relevant governmental authority. Evidence of payment
          thereof by the Company shall be forwarded by the Company to the
          Depositary upon request. 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, such reports necessary
          to obtain benefits under the applicable tax treaties for the Holders
          and Beneficial Owners of Receipts.

6.2       DISTRIBUTION IN SHARES

          If any distribution upon any Deposited Securities consists of a
          dividend in, or free distribution of, Shares, the Company shall cause
          such Shares to be deposited with the Custodian and registered, as the
          case may be, in the name of the Depositary, the Custodian or any of
          their






          nominees. Upon receipt of confirmation of such deposit from the
          Custodian, the Depositary shall establish the ADS Record Date upon the
          terms described in Section 6.6 and shall, subject to Exhibit B hereof,
          either (i) distribute to the Holders as of the ADS Record Date in
          proportion to the number of ADSs held as of the ADS Record Date,
          additional ADSs, which represent in the aggregate the number of Shares
          received as such dividend, or free distribution, subject to the other
          terms of this Agreement (including, without limitation, (a) the
          applicable fees and charges of, and reasonable expenses incurred by,
          the Depositary and (b) taxes), or (ii) if additional ADSs are not so
          distributed, each ADS issued and outstanding after the ADS Record Date
          shall, to the extent permissible by law, thenceforth also represent
          rights and interests in the additional Shares distributed upon the
          Deposited Securities represented thereby (net of (a) the applicable
          fees and charges of, and reasonable expenses incurred by, the
          Depositary and (b) taxes). In lieu of delivering fractional ADSs, the
          Depositary shall sell the number of Shares represented by the
          aggregate of such fractions and distribute the proceeds upon the terms
          described in Section 6.1. The Depositary may withhold any such
          distribution of Receipts if it has not received satisfactory
          assurances from the Company (including an opinion of counsel to the
          Company furnished at the Company's expense) that such distribution
          does not require registration under the Securities Act or is exempt
          from registration under the provisions of the Securities Act. To the
          extent such distribution may be withheld, the Depositary may dispose
          of all or a portion of such distribution in such amounts and in such
          manner, including by public or private sale, as the Depositary deems
          necessary and practicable, and the Depositary shall distribute the net
          proceeds of any such sale (after deduction of applicable (a) taxes and
          (b) fees and charges of, and expenses incurred by, the Depositary) to
          Holders entitled thereto upon the terms described in Section 6.1.

6.3       ELECTIVE DISTRIBUTIONS IN CASH OR SHARES

          Whenever the Company intends to distribute a dividend payable at the
          election of the holders of Shares in cash or in additional Shares, the
          Company shall give notice thereof to the Depositary at least 30 days
          prior to the proposed distribution stating whether or not it wishes
          such elective distribution to be made available to Holders of ADSs.
          Upon receipt of notice indicating that the Company wishes such
          elective distribution to be made available to Holders of ADSs, the
          Depositary shall consult with the Company to determine, and the
          Company shall assist the Depositary in its determination, whether it
          is lawful and reasonably practicable to make such elective
          distribution available to the Holders of ADSs. The Depositary shall
          make such elective distribution available to Holders only if (i) the
          Company shall have timely requested that the elective distribution is
          available to Holders of ADRs, (ii) the Depositary shall have
          determined that such distribution is reasonably practicable and (iii)
          the Depositary shall have received satisfactory documentation within
          the terms of Section 4.2. If the above conditions are not satisfied,
          the Depositary shall, to the extent permitted by law, distribute to
          the Holders, on the basis of the same determination as is made in the
          local market in respect of the Shares for which no election is made,
          either (x) cash upon the terms described in Section 6.1 or (y)
          additional ADSs representing such additional Shares upon the terms
          described in Section 6.2. If the above conditions are satisfied, the
          Depositary shall establish an ADS Record Date (on the terms described
          in Section 6.6) and establish procedures to enable Holders to elect
          the receipt of the proposed dividend in cash or in additional ADSs.
          The Company shall assist the Depositary in establishing such
          procedures to the extent reasonably necessary. Subject to Exhibit B
          hereof, if a Holder elects to receive the proposed dividend (x) in
          cash, the dividend shall be distributed upon the terms described in
          Section 6.1, or (y) in ADSs, the dividend shall be distributed upon
          the terms described in Section 6.2. Nothing herein shall obligate the
          Depositary to make available to Holders a method to receive the
          elective dividend in Shares (rather than ADSs). There can be no
          assurance that Holders generally, or any Holder in particular, will be
          given the opportunity to receive elective distributions on the same
          terms and conditions as the holders of Shares.






6.4       DISTRIBUTION OF RIGHTS TO PURCHASE SHARES

             (a)    Distribution to ADS Holders. Whenever the Company intends to
                    distribute to the holders of the Deposited Securities rights
                    to subscribe for additional Shares, the Company shall give
                    notice thereof to the Depositary at least 60 days prior to
                    the proposed distribution stating whether or not it wishes
                    such rights to be made available to Holders. Upon receipt of
                    a notice indicating that the Company wishes such rights to
                    be made available to Holders, the Depositary shall consult
                    with the Company to determine, and the Company shall
                    determine, whether it is lawful and reasonably practicable
                    to make such rights available to the Holders. The Depositary
                    shall make such rights available to Holders only if (i) the
                    Company shall have timely requested that such rights be made
                    available to Holders, (ii) the Depositary shall have
                    received satisfactory documentation within the terms of
                    Section 4.2, and (iii) the Depositary shall have determined
                    that such distribution of rights is lawful and reasonably
                    practicable. In the event any of the conditions set forth
                    above are not satisfied, the Depositary shall proceed with
                    the sale of the rights as contemplated in Section 6.4(b)
                    below or, if timing or market conditions may not permit, do
                    nothing thereby allowing such rights to lapse. In the event
                    all conditions set forth above are satisfied, the Depositary
                    shall establish an ADS Record Date (upon the terms described
                    in Section 6.6) and establish procedures (x) to distribute
                    such rights (by means of warrants or otherwise) and (y) to
                    enable the Holders to exercise the rights (upon payment of
                    applicable (a) fees and charges of, and reasonable expenses
                    incurred by, the Depositary and (b) taxes and other
                    governmental charges). Nothing herein shall obligate the
                    Depositary to make available to the Holders a method to
                    exercise such rights to subscribe for Shares (rather than
                    ADSs).

             (b)    Sale of Rights. If (i) the Company does not timely request
                    the Depositary to make the rights available to Holders or
                    requests that the rights not be made available to Holders,
                    (ii) the Depositary fails to receive satisfactory
                    documentation within the terms of Section 4.2 or determines
                    it is not lawful or reasonably practicable to make the
                    rights available to Holders, or (iii) any rights made
                    available are not exercised and appear to be about to lapse,
                    the Depositary shall determine whether it is lawful and
                    reasonably practicable to sell such rights, in a riskless
                    principal capacity or otherwise, at such place and upon such
                    terms (including public or private sale) as it may deem
                    proper. The Company shall assist the Depositary to the
                    extent reasonably necessary to determine such legality and
                    practicability. The Depositary shall, upon such sale,
                    convert and distribute proceeds of such sale (net of
                    applicable (a) fees and charges of, and reasonable expenses
                    incurred by, the Depositary and (b) taxes) upon the terms
                    set forth in Section 6.1.

             (c)    Lapse of Rights. If the Depositary is unable to make any
                    rights available to Holders upon the terms described in
                    Section 6.4(a) or to arrange for the sale of the rights upon
                    the terms described in Section 6.4(b), the Depositary shall
                    allow such rights to lapse.

          The Depositary shall not be responsible for (i) any failure to
          determine that it may be lawful or practicable to make such rights
          available to Holders in general or any Holders in particular, (ii) any
          foreign exchange exposure or loss incurred in connection with such
          sale, or exercise, or (iii) the content of any materials forwarded to
          the Holders on behalf of the Company in connection with the rights
          distribution.

          Notwithstanding anything to the contrary in this Section 6.4, if
          registration (under the Securities Act or any other applicable law) of
          the rights or the securities to which any rights relate may be
          required in order for the Company to offer such rights or such
          securities to Holders and to sell the securities represented by such
          rights, the Depositary will not distribute such rights to the Holders
          (i) unless and until a registration statement under the Securities Act
          covering such







          offering is in effect or (ii) unless the Company furnishes to the
          Depositary at the Company's expense opinion(s) of counsel to the
          Company in the U.S. and counsel to the Company in any other applicable
          country in which rights would be distributed, in each case reasonably
          satisfactory to the Depositary, to the effect that the offering and
          sale of such securities to Holders and Beneficial Owners are exempt
          from, or do not require registration under, the provisions of the
          Securities Act or any other applicable laws. In the event that the
          Company, the Depositary or the Custodian shall be required to withhold
          and does withhold from any distribution of property (including rights)
          an amount on account of taxes or other governmental charges, the
          amount distributed to the Holders shall be reduced accordingly. 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 charges which the Depositary is obligated to
          withhold, the Depositary may dispose of all or a portion of such
          property (including Shares and rights to subscribe therefor) in such
          amounts and in such manner, including by public or private sale, as
          the Depositary deems necessary and practicable to pay any such taxes
          or charges.

          There can be no assurance that Holders generally, or any Holder in
          particular, will be given the opportunity to exercise rights on the
          same terms and conditions as the holders of Shares or be able to
          exercise such rights. Nothing herein shall obligate the Company to
          file any registration statement in respect of any rights or Shares or
          other securities to be acquired upon the exercise of such rights.

6.5       DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS TO PURCHASE SHARES

             (a)    Whenever the Company intends to distribute to the holders of
                    Deposited Securities property other than cash, Shares or
                    rights to purchase additional Shares, the Company shall give
                    notice thereof to the Depositary at least 30 days prior to
                    the proposed distribution and shall indicate whether or not
                    it wishes such distribution to be made to Holders. Upon
                    receipt of a notice indicating that the Company wishes such
                    distribution be made to Holders, the Depositary shall
                    determine whether such distribution to Holders is lawful and
                    practicable. The Depositary shall not make such distribution
                    unless (i) the Company shall have timely requested the
                    Depositary to make such distribution to Holders, (ii) the
                    Depositary shall have received satisfactory documentation
                    within the terms of Section 4.2, and (iii) the Depositary
                    shall have determined that such distribution is reasonably
                    practicable.

             (b)    Upon receipt of satisfactory documentation and the request
                    of the Company to distribute property to Holders and after
                    making the requisite determinations set forth in (a) above,
                    the Depositary may distribute the property so received to
                    the Holders of record as of the ADS Record Date, in
                    proportion to the number of ADSs held by such Holders
                    respectively and in such manner as the Depositary may deem
                    practicable for accomplishing such distribution (i) upon
                    receipt of payment or net of the applicable fees and charges
                    of, and expenses incurred by, the Depositary, and (ii) net
                    of any taxes and other governmental charges withheld. The
                    Depositary may dispose of all or a portion of the property
                    so distributed and deposited, in such amounts and in such
                    manner (including public or private sale) as the Depositary
                    may deem practicable or necessary to satisfy any taxes
                    (including applicable interest and penalties) or other
                    governmental charges applicable to the distribution.

             (c)    If (i) the Company does not request the Depositary to make
                    such distribution to Holders or requests not to make such
                    distribution to Holders or, (ii) the Depositary does not
                    receive satisfactory documentation within the terms of
                    Section 4.2, or (iii) the Depositary determines that all or
                    a portion of such distribution is not reasonably practicable
                    or feasible, the Depositary shall endeavor to sell or cause
                    such property to be sold in a public or private sale, at
                    such place or places and upon such terms as it






                    may deem proper and shall distribute the net proceeds, if
                    any, of such sale received by the Depositary (net of
                    applicable (a) fees and charges of, and reasonable expenses
                    incurred by, the Depositary and (b) taxes) to the Holders as
                    of the ADS Record Date upon the terms of Section 6.1. If the
                    Depositary is unable to sell such property, the Depositary
                    may dispose of such property in any way it deems reasonably
                    practicable under the circumstances for nominal or no
                    consideration and Holders and Beneficial Owners shall have
                    no rights thereto or arising therefrom.

6.6       FIXING OF RECORD DATE

          Whenever necessary in connection with any distribution (whether in
          cash, Shares, rights, or other distribution), or whenever for any
          reason the Depositary causes a change in the number of Shares that are
          represented by each ADS, or whenever the Depositary shall receive
          notice of any meeting of or solicitation of holders of Shares or other
          Deposited Securities, or whenever the Depositary shall find it
          necessary or convenient, the Depositary shall fix a record date (the
          "ADS Record Date"), as close as practicable to the record date fixed
          by the Company with respect to the Shares, for the determination of
          the Holders who shall be entitled to receive such distribution, to
          give instructions for the exercise of voting rights at any such
          meeting, or to give or withhold such consent, or to receive such
          notice or solicitation or to otherwise take action, or to exercise the
          rights of Holders with respect to such changed number of Shares
          represented by each ADS. Subject to applicable law and the provisions
          of Section 6.1 through 6.5 and to the other terms and conditions of
          this Agreement, only the Holders of record at the close of business in
          New York on such ADS Record Date shall be entitled to receive such
          distribution, to give such voting instructions, to receive such notice
          or solicitation, or otherwise take action.

6.7       VOTING OF DEPOSITED SHARES

          Subject to the next sentence, as soon as practicable after receipt of
          notice of any meeting at which the holders of Shares are entitled to
          vote, or of solicitation of consents or proxies from holders of Shares
          or other Deposited Securities, the Depositary shall fix the ADS Record
          Date in respect of such meeting or solicitation of consent or proxy.
          The Depositary shall, if requested by the Company in writing in a
          timely manner (the Depositary having no obligation to take any further
          action if the request shall not have been received by the Depositary
          at least 30 days prior to the date of such vote or meeting) and at the
          Company's expense and provided no U.S. legal prohibitions exist, which
          may in the reasonable discretion of the Depositary be supported by an
          opinion of counsel with respect to U.S. law furnished by the Company
          to the Depositary in a form and substance reasonably acceptable to the
          Depositary (furnished at the expense of the Company), mail by regular,
          ordinary mail delivery or otherwise distribute to Holders as of the
          ADS Record Date: (a) such notice of meeting or solicitation of consent
          or proxy; (b) a statement that the Holders at the close of business on
          the ADS Record Date will be entitled, subject to any applicable law,
          the Company's Articles of Association and the provisions of or
          governing the Deposited Securities (which provisions, if any, shall be
          summarized in pertinent part by the Company), to instruct the
          Depositary as to the exercise of the voting rights, if any, pertaining
          to the Shares or other Deposited Securities represented by such
          Holder's ADSs; and (c) a brief statement as to the manner in which
          such instructions may be given. Voting instructions may be given only
          in respect of a number of ADSs representing an integral number of
          Shares or other Deposited Securities. Upon the timely receipt of
          written instructions of a Holder of ADSs on the ADS Record Date of
          voting instructions in the manner specified by the Depositary, the
          Depositary shall endeavor, insofar as practicable and permitted under
          applicable law, the provisions of this Agreement, the Company's
          Articles of Association and the provisions of or governing the
          Deposited Securities, to vote or cause the Custodian to vote the
          Shares and/or other Deposited Securities (in person or by proxy)
          represented by ADSs evidenced by such Receipt in accordance with such
          voting instructions.






          Neither the Depositary nor the Custodian shall, under any
          circumstances exercise any discretion as to voting, and neither the
          Depositary nor the Custodian shall vote, attempt to exercise the right
          to vote, or in any way make use of for purposes of establishing a
          quorum or otherwise, the Shares or other Deposited Securities
          represented by ADSs except pursuant to and in accordance with such
          written instructions from Holders. Shares or other Deposited
          Securities represented by ADSs for which no specific voting
          instructions are received by the Depositary from the Holder shall not
          be voted.

          Notwithstanding the above, save for applicable provisions of Irish
          law, and in accordance with the terms of Section 10, the Depositary
          shall not be liable for any failure to carry out any instructions to
          vote any of the Deposited Securities.

6.8       CONVERSION OF FOREIGN CURRENCY

          Upon receipt by the Depositary or the Custodian of any foreign
          currency, if at the time of its receipt such foreign currency can in
          the judgment of the Depositary be converted on a reasonably basis into
          U.S. dollars and the resulting U.S. dollars transferred to the United
          States, the Depositary shall as promptly as practicable (and in any
          event within on business day) convert or cause to be converted, such
          foreign currency into U.S. dollars, and shall distribute such U.S.
          dollars to the Holders entitled thereto in accordance with Sections
          6.1 through 6.5. 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 as
          it may deem in its reasonable judgment upon consultation with the
          Company desirable. If the Depositary determines that such foreign
          currency is not convertible, in whole or in part, on a reasonable
          basis into U.S. dollars transferable to the United States, or if any
          approval or license which is required for such conversion is denied or
          in the opinion of the Depositary is not obtainable or is not obtained
          within a reasonable period or at a reasonable costs, the Depositary
          may distribute all or part of the foreign currency (or an appropriate
          document evidencing the right to receive such foreign currency) to, or
          in its discretion may hold such foreign currency uninvested and
          without liability for interest thereon for the respective accounts of
          the Holders entitled thereto. Each Holder agrees that in converting
          Foreign Currency, amounts received on conversion are calculated at a
          rate which may exceed the number of decimal places used by the
          Depositary to report distribution rates (which in any case will not be
          less than two decimal places). Any excess amount may be retained by
          the Depositary as an additional cost of conversion, irrespective of
          any other fees and expenses payable or owing hereunder and shall not
          be subject to escheatment. All expenses of any such conversion shall
          be deducted from the proceeds thereof.

6.9       WITHHOLDING

          In connection with any distribution on the Deposited Securities, each
          of the Company, the Depositary and the Custodian shall remit to the
          appropriate governmental authority such amounts (if any) as may be
          required by law to withhold and pay to such authority. The Depositary
          shall forward to the Company in a timely fashion such information from
          its records as the Company may reasonably request to enable the
          Company to file necessary reports with governmental authorities. The
          Depositary shall make reasonable efforts to establish and maintain
          arrangements that assist Beneficial Owners in claiming any tax
          refunds, credits or other benefits (pursuant to treaty or otherwise)
          relating to distributions on the ADSs. The Depositary shall provide
          copies of any filing that it makes in conjunction with any such
          arrangements to the Company. The Company shall provide such
          cooperation in establishing and maintaining any such arrangements as
          the Depositary may reasonably request.

          If any present or future tax or other governmental charge shall become
          payable by the Depositary or the Custodian with respect to any ADR or
          any Deposited Securities or ADSs, such tax or other governmental
          charge shall be payable by the Holders and Beneficial Owners







          to the Depositary and such Holders and Beneficial Owners shall be
          deemed liable therefor. The Company, the Custodian and/or the
          Depositary may withhold or deduct from any distributions made in
          respect of Deposited Securities and may sell for the account of a
          Holder and/or Beneficial Owner any or all of the Deposited Securities
          and apply such distributions and sale proceeds in payment of such
          taxes (including applicable interest and penalties) or charges, with
          the Holder and the Beneficial Owner remaining fully liable for any
          deficiency. In addition to any other remedies available to it, the
          Depositary and the Custodian may refuse the deposit of Shares, and the
          Depositary may refuse to issue ADSs, to deliver ADRs, register the
          transfer, split-up or combination of ADRs and (subject to Section 16)
          the withdrawal of Deposited Securities, until payment in full of such
          tax, charge, penalty or interest is received. Every Holder and
          Beneficial Owner agrees to indemnify the Depositary, the Company, the
          Custodian, and each of their respective agents, officers, directors,
          employees and Affiliates for, and to hold each of them harmless from,
          any claims with respect to taxes (including applicable interest and
          penalties thereon) arising from any tax benefit obtained for such
          Holder and/or Beneficial Owner. The obligations of Holders and
          Beneficial Owners of Receipts under this Section 6.9 shall survive any
          transfer of Receipts, any surrender of Receipts and withdrawal of
          Deposited Securities, or the termination of this Agreement.

7.        CUSTODIAN

          The Depositary shall procure that there is at all times a Custodian.
          Any Custodian in acting hereunder shall be subject to the direction of
          the Depositary and shall be responsible solely to it. The Depositary
          shall be responsible for the compliance by each Custodian with the
          provisions hereof. The Depositary may, from time to time, appoint one
          or more agents to act for it as Custodian hereunder in addition to or
          in lieu of the Custodian named in the Form of ADR. Any Custodian may
          resign from its duties hereunder upon 30 days' written notice to the
          Depositary. The Depositary may discharge any Custodian at any time
          upon notice to such Custodian. The Depositary shall promptly instruct
          any Custodian ceasing to act as Custodian to deliver all Deposited
          Securities held by it to a Custodian continuing to act hereunder and
          the resignation of discharge of any Custodian shall not be effective
          until such Custodian shall have so delivered all Deposited Securities
          held by it. Upon the appointment of any successor depositary, any
          Custodian then acting hereunder shall, unless otherwise instructed by
          the Depositary, continue to be the Custodian of the Deposited
          Securities without any further act or writing and shall be subject to
          the direction of the successor depositary. 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 to act on the direction of such successor depositary.

8.        DEPOSITARY'S AGENTS

          The Depositary may perform its obligations hereunder through any agent
          appointed by it including, but not limited to, a co-register to
          register ADRs and transfers, combinations and split-ups of ADRs and to
          countersign ADRs and/or a co-transfer agent for the purpose of
          effecting transfers, combinations or split-ups of ADRs at designated
          offices in addition to the Depositary's Office. Each agent so
          appointed by the Depositary shall give written notice to the
          Depositary accepting such appointment and shall agree in writing to be
          bound by the provision hereof. Notwithstanding the foregoing, the
          Depositary shall remain responsible for the performance of its
          obligations hereunder as if no agent were appointed.

9.        MAINTENANCE OF OFFICE

          Until termination of this Agreement in accordance with its terms, the
          Depositary or if a Registrar for the Receipts shall have been
          appointed, the Registrar shall maintain in the Borough of Manhattan,
          the City of New York, an office and facilities for the execution and
          delivery, registration, registration of transfers, combination and
          split-up of Receipts, the







          surrender of Receipts and the delivery and withdrawal of Deposited
          Securities in accordance with the provisions of this Agreement.

10.       STANDARD OF CARE

          The Company and the Depositary and their respective agents assume no
          obligation and shall not be subject to any liability under this
          Agreement or any Receipts to any Holder(s) or Beneficial Owner(s) or
          other persons, except in accordance with Section 15, provided, that
          the Company and the Depositary and their respective agents agree to
          perform their respective obligations specifically set forth in this
          Agreement or the applicable ADRs without gross negligence or willful
          misconduct. Without limitation of the foregoing, neither the
          Depositary, nor the Company, nor any of their respective controlling
          persons, or agents, shall be under any obligation to appear in,
          prosecute or defend any action, suit or other proceeding in respect of
          any Deposited Securities or in respect of the Receipts, which in its
          opinion may involve it in expense or liability, unless indemnity
          satisfactory to it against all expenses (including fees and
          disbursements of counsel) and liabilities be furnished as often as may
          be required (and no Custodian shall be under any obligation whatsoever
          with respect to such proceedings, the responsibility of the Custodian
          being solely to the Depositary).

          The Depositary and its agents shall not be liable for any failure to
          carry out any instructions to vote any of the Deposited Securities, or
          for the manner in which any vote is cast or the effects of any vote.
          The Depositary shall not incur any liability for any failure to
          determine that any distribution or action may be lawful or reasonably
          practicable, for the content of any information submitted to it by the
          Company for distribution to the Holders or for any inaccuracy of any
          translation thereof, for any investment risk associated with acquiring
          an interest in the Deposited Securities, for the validity or worth of
          the Deposited Securities or for any tax consequences that may result
          from the ownership of ADSs, Shares or Deposited Securities, for the
          credit-worthiness of any third party, for allowing any rights to lapse
          upon the terms of this Agreement or for the failure or timeliness of
          any notice from the Company, or for any action or non action by it in
          reliance upon the opinion, advice of or information from legal
          counsel, accountants, any person representing Shares for deposit, any
          Holder or any other person believed by it in good faith to be
          competent to give such advice or information. The Depositary and its
          agents 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
          gross negligence or willful misconduct while it acted as Depositary.

11.       RESIGNATION AND REMOVAL OF THE DEPOSITARY:  SUCCESSOR DEPOSITARY

          The Depositary may resign as Depositary by written notice of
          resignation delivered to the Company, subject to such limitations as
          may be agreed by the Company and the Depositary in writing from time
          to time, such resignation to be effective on the earlier of (i) the
          90th day after delivery thereof to the Company (whereupon the
          Depositary shall be entitled to take the actions contemplated in
          Section 13), or (ii) upon the appointment by the Company of a
          successor depositary and its acceptance of such appointment as
          hereinafter provided. The Depositary may be removed the Company by
          written notice of removal delivered to the Depositary, subject to such
          limitations as may be agreed by the Company and the Depositary in
          writing from time to time, which removal shall be effective on the
          later to occur of (i) the 90th day after delivery thereof to the
          Depositary (whereupon the Depositary shall be entitled to take the
          actions contemplated in Section 13), or (ii) upon the appointment by
          the Company of a successor depositary and its acceptance of such
          appointment as hereinafter provided. At any time in which the
          Depositary may resign or be removed hereunder, the Company shall be
          subject to






          prior payment of any amounts, fees, costs or expenses owed to the
          Depositary hereunder or in accordance with any other agreements
          otherwise agreed to in writing between the Company and the Depositary,
          prior to such resignation or removal taking effect. If the Depositary
          shall resign or be removed, the Company shall use its best efforts to
          appoint a bank or trust company having an office in The City of New
          York, as successor depositary hereunder. Every successor depositary
          shall execute and deliver to its predecessor and to the Company
          written acceptance of its appointment hereunder, and thereupon such
          successor depositary shall execute and deliver to its predecessor and
          to the Company written acceptance of its appointment hereunder, and
          thereupon such successor depositary, shall become Depositary
          hereunder; but such predecessor, upon payment of all sums due it
          hereunder and on the written request of the Company, shall execute and
          deliver an instrument transferring all rights and powers hereunder,
          shall duly assign, transfer and deliver all of its right, title and
          interest in the Deposited Securities to such successor, and shall
          deliver to such successor a list of the names and addresses of, and
          holdings of ADSs by, all Holders. Any bank or trust company into or
          with which the Depositary may be merged or consolidated, or to which
          the Depositary shall transfer substantially all its American
          depositary receipt business (including the ADR facility created
          pursuant to this Agreement), shall be the successor depositary
          hereunder without any further action. Upon the appointment or
          accession of any successor depositary hereunder, any Custodian then
          acting hereunder shall forthwith become the agent hereunder of such
          successor depositary and such successor depositary shall, on the
          written request of such Custodian, execute and deliver to such
          Custodian any instruments necessary to give such Custodian authority
          as the agent hereunder of such successor depositary.

12.       AMENDMENT

          The ADRs and this Agreement may be amended by the Company and the
          Depositary without consent of the Holders, provided that any amendment
          that imposes or increases any fees or charge, or that shall otherwise
          prejudice any substantial existing right of Holders, shall become
          effective 30 days after notice of such amendment shall have been given
          to the Holders. Every Holder, at the time any amendment so becomes
          effective, shall be deemed, by continuing to hold any ADR, to consent
          and agree to such amendment and to be bound by the ADRs and this
          Agreement as amended thereby.

13.       TERMINATION

          The Depositary shall, at the written direction of the Company,
          terminate this Agreement and this ADR by mailing notice of such
          termination to the Holders at least 30 days prior to the date fixed in
          such notice for such termination. The Depositary may terminate this
          Agreement, after giving notice to the Holders as set forth in the
          preceding sentence of this Section 13 at any time 45 days or more
          after the Depositary shall have delivered to the Company its written
          resignation, provided that no successor depositary shall have been
          appointed and accepted its appointment as provided in Section 11
          before the end of such 45 days. After the date so fixed for
          termination, the Depositary and its agents shall perform no further
          acts under this Agreement and this ADR, except to advise Holders to
          such termination, receive and hold (or sell) distributions on
          Deposited Securities and deliver Deposited Securities being withdrawn
          together with any such distributions on Deposited Securities. As soon
          as practicable after the expiration of one year from the date so fixed
          for termination, the Depositary shall, to the extent practicable, sell
          the Deposited Securities and shall thereafter (as long as it may
          lawfully do so) hold the net proceeds of such sales, together with any
          other cash then held by it under this Agreement, without liability for
          interest, for the pro rata benefit of the Holders of ADRs not
          theretofore surrendered. After making such sale, the Depositary shall
          be discharged from all obligations in respect of this Agreement and
          this ADR, except to account for such net proceeds and other cash and
          its indemnification obligations to the Company. After the date so
          fixed for termination, the Company shall be discharged from all
          obligations under the Agreement except for its indemnification and
          payment obligations to the Depositary.






14.       INFORMATION

14.1      AVAILABLE INFORMATION

          This Agreement, the Company's Articles of Association, and written
          communications from the Company that are received by the Custodian or
          the Depositary in accordance with Section 14.6 of the Agreement, are
          available for inspection by Holders at the Depositary's Office and the
          office of the Custodian during normal business hours on any Business
          Day. The Company is exempt from the periodic reporting requirements of
          the Securities Exchange Act. The Company will submit to the Commission
          such notices, reports and communications which are required to be
          submitted to the Commission by Rule 12g3-2(b) of the Securities
          Exchange Act. Such notices, reports and communications may be
          inspected and copied at the public reference facilities maintained by
          the Commission located at the date of the Agreement at Judiciary
          Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.

14.2      ARTICLES OF ASSOCIATION

          The Company has delivered to the Depositary and the Custodian, a copy
          of its Articles of Association (in English or with an English
          translation) and, promptly upon any amendment thereto, the Company
          shall deliver to the Depositary and the Custodian a copy (in English
          or with an English translation) of such amendment.

14.3      COMPLIANCE WITH INFORMATION REQUESTS

          Notwithstanding any other provision of this Agreement, the Receipts,
          the Articles of Association and applicable law, each Holder and
          Beneficial Owner agrees to (a) provide such information as the Company
          or the Depositary may request pursuant to law (including, without
          limitation, relevant Irish law, any applicable law of the United
          States, the Articles of Association, any resolutions of the Company's
          Board of Directors, the requirements of any markets or exchanges upon
          which the Shares, ADSs or Receipts are listed or traded or to any
          requirements of any electronic book-entry system by which the ADSs or
          Receipts may be transferred and (b) be bound by and subject to
          applicable provisions of the laws of Ireland, the Articles of
          Association and the requirements of any markets or exchanges upon
          which the ADSs, Receipts or Shares are listed or traded, or pursuant
          to any requirements of any electronic book-entry system by which the
          ADSs, Receipts or Shares may be transferred, to the same extent as if
          such Holder and Beneficial Owner held Shares directly, in each case
          irrespective of whether or not they are Holders or Beneficial Owners
          at the time such request is made, and (c) without limiting the
          generality of the foregoing, comply with all applicable provisions of
          Irish law, the rules and requirements of the Irish Stock Exchange
          Limited and any other stock exchange on which the Shares are, or will
          be registered, traded or listed and the Company's Articles of
          Association regarding any such Holder or Beneficial Owner's interest
          in Shares (including the aggregate of ADSs and Shares held by each
          such Holder or Beneficial Owner), in compliance with applicable Irish
          law in force at the relevant time. Each Holder and Beneficial Owner
          acknowledge that failure to provide on a timely basis any required
          notification of an interest in Shares may result in withholding of
          certain rights, including voting and dividend rights, in respect of
          the Shares in which such Beneficial Owner has an interest. Each Holder
          and Beneficial Owner of ADSs further agrees to furnish the Company
          with any such notification made in accordance with this Section 14.3
          and to comply with requests from the Company pursuant to the laws of
          Ireland, the rules and requirements of the Irish Stock Exchange
          Limited and any other stock exchange on which the Shares are, or will
          be registered, traded or listed, and the Articles of Association,
          whether or not they are Holders and/or Beneficial Owner at the time of
          such request. The Depositary agrees to use its reasonable efforts to
          forward upon the request of the Company, and at the Company's expense,
          any such request from the Company to the Holders and to forward to the
          Company any such responses to such requests received by the
          Depositary.






          Under Irish law, where any person acquires an interest in 5 per cent
          or more of the issued voting share capital of any class of a public
          limited company, such person must notify the company of his interest
          and of certain information relating to that interest. Notification
          must also be made of any change in the percentage level of a person's
          interest above 5 per cent. and any reduction to his or her interest to
          less than 5 per cent. By virtue of the Company's listing on the
          Official List of the Irish Stock Exchange, the Company will be
          required to notify the Company Announcements Office of the Irish Stock
          Exchange of any disclosure made to it in compliance with these
          provisions and of the particulars of any interests of any person,
          other than a Director, in 3.0 per cent. or more of the nominal value
          of any class of capital carrying rights to vote in all circumstances
          at general meetings of the Company, if such interest has been
          disclosed to it.

          Additionally, under Irish law, a person who acquires or disposes of
          interests in Shares must notify the Irish Stock Exchange if his
          percentage interest in Shares, following the acquisition or disposal,
          equals, exceeds or falls below the following percentages: 10 per cent,
          25 per cent, 50 per cent and 75 per cent.

14.4      LISTS OF HOLDERS

          The Company shall, to the extent permitted by applicable law, have the
          right to inspect the Register and the transfer records of the
          Depositary to supply copies of such records as the Company may
          reasonably request. The Depositary shall, to the extent permitted by
          applicable law, furnish to the Company, promptly upon the receipt of a
          written request from the Company, a list of the names and addresses
          of, and holdings of ADSs by, all Holders. The Depositary shall provide
          copies to the Company, promptly upon receipt of a written request from
          the Company, of any information received by the Depositary in
          accordance with Section 5.6 unless such disclosure is prohibited by
          applicable law.

14.5      PROOFS, CERTIFICATES AND OTHER INFORMATION

          Any person presenting Shares for deposit, any Holder and any
          Beneficial Owner may be required, and every Holder and Beneficial
          Owner agrees, from time to time to provide to the Depositary or the
          Custodian such proof of citizenship or residence, taxpayer status,
          payment of all applicable taxes or other governmental charges,
          exchange control approval, legal or beneficial ownership of ADSs and
          Deposited Securities, compliance with applicable laws and the terms of
          this Agreement and the provisions of, or governing, the Deposited
          Securities or other information; to execute such certifications and to
          make such representations and warranties, and to provide such other
          information and documentation as the Depositary may deem necessary or
          proper or as the Company may reasonably require by written request to
          the Depositary consistent with its obligations hereunder. The
          Depositary and the Registrar, as applicable, may withhold the
          execution or delivery or registration of transfer of any Receipt or
          the distribution or sale of any dividend or distribution of rights or
          of the proceeds thereof, or to the extent not limited by the terms of
          Section 16, the delivery of any Deposited Securities, until such proof
          or other information is filed or such certifications are executed, or
          such representations and warranties are made, or such other
          documentation or information provided, in each case to the
          Depositary's and the Company's satisfaction. The Depositary shall from
          time to time on the written request advise the Company of the
          availability of any such proofs, certificates or other information and
          shall, at the Company's sole expense, provide or otherwise make
          available copies thereof to the Company upon written request thereof
          by the Company, unless such disclosure is prohibited by law. Each
          Holder and Beneficial Owner agrees to provide any information
          requested by the Company or the Depositary pursuant to this paragraph.
          Nothing herein shall obligate the Depositary to (i) obtain any
          information for the Company if not provided by the Holders or
          Beneficial Owners or (ii) verify or vouch for the accuracy of the
          information so provided by the Holders or Beneficial Owners.






14.6      NOTICES

          Notice to any Holder shall be deemed to be given when first mailed,
          first class postage prepaid, or sent via telex or facsimile
          transmission to such Holder to the address or telex or facsimile
          number, as the case may be, of such Holder in the Register. Notice to
          the Depositary or the Company shall be deemed to be given when first
          received by it at the address or facsimile transmission number set
          forth in (a) or (b) below, respectively, or at such other address or
          facsimile transmission number as either may specify to the other by
          written notice:

             (a)    Deutsche Bank Trust Company Americas
                    60 Wall Street
                    New York
                    NY 10005
                    United States

                    Attention:   ADR Department
                    Fax:         +1-212-797-0327

             (b)    C&C Group plc
                    Kylemore Park
                    Dublin 10
                    Ireland

                    Attention:   Company Secretary
                    Fax:         +353 1 616 1100

          Notices to the Depositary must be in English.

14.7      REPORTS

          The Depositary will, at the expense of the Company and in accordance
          with Section 14.6, mail by regular, ordinary mail delivery or by
          electronic transmission (if agreed between the Company and the
          Depositary) and unless otherwise agreed in writing, copies of such
          communications (or English translations or summaries thereof) to
          Holders when requested and furnished by the Company.

15.       INDEMNIFICATION

15.1      INDEMNIFICATION BY THE COMPANY

          The Company agrees to indemnify the Depositary against any loss,
          liability or expense (including reasonable fees and reasonable
          expenses of counsel) that may arise out of a (a) its acceptance and
          performance of its powers and duties in respect of this Agreement,
          except to the extent such loss, liability or expense (i) is due to the
          gross negligence or bad faith of the Depositary or its agents or (ii)
          arises solely or exclusively out of a Pre-Release of an ADR and would
          not have arisen had such ADR not been the subject of a Pre-Release, or
          (b) any offer or sale of ADRs, ADSs, Shares or other Deposited
          Securities or any registration statement under the Securities Act in
          respect thereof, except to the extent such loss, liability or expense
          arises out of information (or omissions from such information)
          relating to the Depositary furnished in writing to the Company by the
          Depositary expressly for use in such registration statement.

15.2      INDEMNIFICATION BY THE DEPOSITARY

          The Depositary agrees to indemnify the Company against any loss,
          liability or expense (including reasonable fees and reasonable
          expenses of counsel) incurred by the Company in






          respect of this Agreement to the extent such loss, liability or
          expense (a) is due to the gross negligence or bad faith of the
          Depositary or its agents or (b) arises solely or exclusively out of a
          Pre-Release of an ADR and would not have arisen had such ADR not been
          the subject of a Pre-Release.

15.3      NOTIFICATION AND SETTLEMENT

          Any person seeking indemnification hereunder (an "indemnified person")
          shall notify the person from whom it is seeking indemnification (the
          "indemnifying person") of the commencement of any indemnifiable action
          or claim promptly after such indemnified person becomes aware of such
          commencement (provided that the failure to make such notification
          shall not affect such indemnified person's rights otherwise than under
          this Section 15.3) and shall consult in good faith with the
          indemnifying person as to the conduct of the defense of such action or
          claim, which shall be reasonable in the circumstances. No indemnified
          person shall compromise or settle any indemnifiable action or claim
          without the prior written consent of the indemnifying person (which
          consent shall not be unreasonably withheld).

15.4      SURVIVAL

          The obligations set forth in this Section 15 shall survive the
          termination of this Agreement.

16.       COMPLIANCE WITH U.S. SECURITIES LAWS

          Notwithstanding anything in this Agreement to the contrary, the
          withdrawal or delivery of Deposited Securities will not be suspended
          by the Company or the Depositary except as would be permitted by
          Instruction I.A.(1) of the General Instructions to Form F-6
          Registration Statement, as amended from time to time, under the
          Securities Act.

17.       MISCELLANEOUS

          This Agreement is for the exclusive benefit of the Company, the
          Depositary, the Holders, the Beneficial Owners, and their respective
          successors hereunder, and shall not give any legal or equitable right,
          remedy or claim whatsoever to any other person. The Holders and
          Beneficial Owners shall be parties to this Agreement and shall be
          bound by the provisions hereof. If any such provision is invalid,
          illegal or unenforceable in any respect, the remaining provisions
          shall in no way be affected thereby. This Agreement may be executed in
          two counterparts, each of which shall be deemed an original and both
          of which shall constitute one instrument. Subject to the provisions of
          Section 11, this Agreement may not be assigned by either the Company
          or the Depositary. The Company agrees not to appoint any other
          depositary for the issuance or administration of depositary receipts
          evidencing any class of stock of the Company so long as Deutsche Bank
          Trust Company Americas is acting as Depositary hereunder.

18.       GOVERNING LAW

          This Agreement and the Receipts shall be interpreted in accordance
          with, and all rights hereunder and thereunder and provisions hereof
          and thereof shall be governed by, the laws of the State of New York
          without reference to the principles of choice of law thereof. Except
          as set forth in the following paragraph of this Section 18, the
          Company and the Depositary agree that the federal or state courts in
          the City of New York shall have jurisdiction to hear and determine any
          suit, action or proceeding and to settle any dispute between them that
          may arise out of or in connection with this Agreement and, for such
          purposes, each irrevocably submits to the non-exclusive jurisdiction
          of such courts. The Company hereby irrevocably designates, appoints
          and empowers Puglisi & Associates (the "Agent") now at 850 Library
          Avenue, Suite 204, Newark, Delaware 19711, as its authorized agent to
          receive and accept for and on its behalf, and on behalf of its
          properties, assets and revenues, service by mail of any and all legal







          process, summons, notices and documents that may be served in any
          suit, action or proceeding brought against the Company in any federal
          or state court as described in the preceding sentence or in the next
          paragraph of this Section 18. If for any reason the Agent shall cease
          to be available to act as such, the Company agrees to designate a new
          agent in the City of New York on the terms and for the purposes of
          this Section 18 reasonably satisfactory to the Depositary. The Company
          further hereby irrevocably consents and agrees to the service of any
          and all legal process, summons, notices and documents in any suit,
          action or proceeding against the Company, by service by mail of a copy
          thereof upon the Agent (whether or not the appointment of such Agent
          shall for any reason prove to be ineffective or such Agent shall fail
          to accept or acknowledge such service), with a copy mailed to the
          Company by registered or certified air mail, postage prepaid, to its
          address provided in Section 14.6. The Company agrees that the failure
          of the Agent to give any notice of such service to it shall not impair
          or affect in any way the validity of such service or any judgment
          rendered in any action or proceeding based thereon.

          Notwithstanding the foregoing, the Depositary and the Company
          unconditionally agree that in the event that a Holder or Beneficial
          Owner brings a suit, action or proceeding against (a) the Company, (b)
          the Depositary in its capacity as Depositary under this Agreement or
          (c) against both the Company and the Depositary, in any state or
          federal court of the United States, and the Depositary or the Company
          have any claim, for indemnification or otherwise, against each other
          arising out of the subject matter of such suit, action or proceeding,
          then the Company and the Depositary may pursue such claim against each
          other in the state or federal court in the United States in which such
          suit, action, or proceeding is pending, and for such purposes, the
          Company and the Depositary irrevocably submit to the non-exclusive
          jurisdiction of such courts. The Company agrees that service of
          process upon the Agent in the manner set forth in the preceding
          paragraph shall be effective service upon it for any suit, action or
          proceeding brought against it as described in this paragraph.

          The Company irrevocably and unconditionally waives, to the fullest
          extent permitted by law, any objection that it may now or hereafter
          have to the laying of venue of any actions, suits or proceedings
          brought in any court as provided in this Section 18, and hereby
          further irrevocably and unconditionally waives and agrees not to plead
          or claim in any such court that any such action, suit or proceeding
          brought in any such court has been brought in an inconvenient forum.



C & C GROUP PLC

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



DEUTSCHE BANK TRUST COMPANY AMERICAS

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










                                    EXHIBIT A
                ANNEXED TO AND INCORPORATED IN DEPOSIT AGREEMENT

                                  [FORM OF ADR]

CERTAIN RIGHTS OF THE HOLDER OF THIS AMERICAN DEPOSITARY RECEIPT MAY BE WITHHELD
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE DEPOSIT AGREEMENT,
INCLUDING, WITHOUT LIMITATION, VOTING RIGHTS AND THE RIGHT TO RECEIVE DIVIDENDS
AND OTHER DISTRIBUTIONS

[Number]
                                                      No. of ADSs:
                                                                  -------------
                                                             Each ADS represents
                                                                Three (3) Shares
                                                                        CUSIP: O


                           AMERICAN DEPOSITARY RECEIPT

                                   evidencing

                           AMERICAN DEPOSITARY SHARES

                                  representing

                    ORDINARY SHARES, PAR VALUE EUR 0.01 EACH

                                       of

                                 C & C GROUP PLC
                    (Incorporated under the laws of Ireland)


DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary hereunder (the
"DEPOSITARY"), hereby certifies that ____________________ is the registered
owner (a "HOLDER") of _____ American Depositary Shares ("ADSS"), each
representing three ordinary shares, par value EUR 0.01 each, including rights to
receive Shares (together "SHARES" and, together with any additional securities
or cash from time to time held by the Depositary or the Custodian referred to
below in respect or in lieu, thereof, the "DEPOSITED SECURITIES"), of C & C
GROUP PLC, a company organized and existing under the laws of the Ireland (the
"COMPANY"), deposited at the Ireland office of the Governor and Company of the
Bank of Ireland, as custodian (the "CUSTODIAN"). This ADR is issued pursuant to
the Deposit Agreement dated as of        2005 (as amended from time to time, the
"AGREEMENT") among the Company, the Depositary and the owner from time to time
of American Depositary Receipts issued thereunder ("ADRS"), each of whom by
accepting an ADR agrees to become a party thereto and to be bound by all of the
terms and conditions thereof and hereof. Copies of the Agreement are on file at
the Depositary's Office at 60 Wall Street, New York NY 10005 and at the office
of the Custodian at New Century House, International Financial Center, Lower
Mayor Street, Dublin 1, Eire. This ADR shall be governed by and construed in
accordance with the laws of the State of New York. The terms and conditions of
the Agreement are hereby incorporated by reference into this ADR and terms
defined in the Agreement are used herein as so defined. In particular, the
Agreement provides as follows:

          1. Voting of Deposited Shares

          Subject to the next sentence, as soon as practicable after receipt of
          notice of any meeting at which the holders of Shares are entitled to
          vote, or of solicitation of consents or proxies from holders of Shares
          or other Deposited Securities, the Depositary shall fix the ADS Record
          Date in respect of such meeting or solicitation of consent or proxy.
          The Depositary shall, if requested






          by the Company in writing in a timely manner (the Depositary having no
          obligation to take any further action if the request shall not have
          been received by the Depositary at least 30 days prior to the date of
          such vote or meeting) and at the Company's expense and provided no
          U.S. legal prohibitions exist, which may in the reasonable discretion
          of the Depositary be supported by an opinion of counsel with respect
          to U.S. law furnished by the Company to the Depositary in a form and
          substance reasonably acceptable to the Depositary (furnished at the
          expense of the Company), mail by regular, ordinary mail delivery or
          otherwise distribute to Holders as of the ADS Record Date: (a) such
          notice of meeting or solicitation of consent or proxy; (b) a statement
          that the Holders at the close of business on the ADS Record Date will
          be entitled, subject to any applicable law, the Articles of
          Association and the provisions of or governing the Deposited
          Securities (which provisions, if any, shall be summarized in pertinent
          part by the Company), to instruct the Depositary as to the exercise of
          the voting rights, if any, pertaining to the Shares or other Deposited
          Securities represented by such Holder's ADSs; and (c) a brief
          statement as to the manner in which such instructions may be given.
          Voting instructions may be given only in respect of a number of ADSs
          representing an integral number of Shares or other Deposited
          Securities. Upon the timely receipt of written instructions of a
          Holder of ADSs on the ADS Record Date of voting instructions in the
          manner specified by the Depositary, the Depositary shall endeavor,
          insofar as practicable and permitted under applicable law, the
          provisions of this Agreement, the Company's Articles of Association
          and the provisions of or governing the Deposited Securities, to vote
          or cause the Custodian to vote the Shares and/or other Deposited
          Securities (in person or by proxy) represented by ADSs evidenced by
          such Receipt in accordance with such voting instructions.

          Neither the Depositary nor the Custodian shall, under any
          circumstances exercise any discretion as to voting, and neither the
          Depositary nor the Custodian shall vote, attempt to exercise the right
          to vote, or in any way make use of for purposes of establishing a
          quorum or otherwise, the Shares or other Deposited Securities
          represented by ADSs except pursuant to and in accordance with such
          written instructions from Holders. Shares or other Deposited
          Securities represented by ADSs for which no specific voting
          instructions are received by the Depositary from the Holder shall not
          be voted.

          Notwithstanding the above, save for applicable provisions of Irish
          law, and in accordance with the terms of Section 10 of the Agreement,
          the Depositary shall not be liable for any failure to carry out any
          instructions to vote any of the Deposited Securities.

          2. Distributions

          2.1 Cash Distributions

          Whenever the Depositary receives confirmation from the Custodian of
          receipt of any cash dividend or other cash distribution on any
          Deposited Securities, or receives proceeds from the sale of any
          Shares, rights, securities or other entitlements under the terms
          hereof, the Depositary will, if at the time of receipt thereof any
          amounts received in a foreign currency can in the judgment of the
          Depositary (pursuant to Section 6.8 of the Agreement) be converted on
          a practicable basis into Dollars transferable to the United States,
          promptly convert or cause to be converted such cash dividend,
          distribution or proceeds into Dollars (on the terms described in
          Section 6.8) and will distribute promptly the amount thus received
          (net of (a) the applicable fees and charges of, and reasonable
          expenses incurred by, the Depositary and (b) taxes withheld) to the
          Holders of record as of the ADS Record Date in proportion to the
          number of ADSs held by such Holders respectively as of the ADS Record
          Date. The Depositary shall distribute only such amount, however, as
          can be distributed without attributing to any Holder a fraction of one
          cent. Any such fractional amounts shall be rounded to the nearest
          whole cent and so distributed to Holders entitled thereto. Holders and
          Beneficial Owners understand that in converting Foreign Currency,
          amounts received on conversion are calculated at a rate which exceeds
          three or four decimal places (the number of decimal places used by the
          Depositary to







          report distribution rates). Any excess amount may be retained by the
          Depositary as an additional cost of conversion, irrespective of any
          other fees and expenses payable or owing hereunder and shall not be
          subject to escheatment. If the Company, the Custodian or the
          Depositary is required to withhold and does withhold from any cash
          dividend or other cash distribution in respect of any Deposited
          Securities an amount on account of taxes, duties or other governmental
          charges, the amount distributed to Holders on the ADSs representing
          such Deposited Securities shall be reduced accordingly. Such withheld
          amounts shall be forwarded by the Company, the Custodian or the
          Depositary to the relevant governmental authority. Evidence of payment
          thereof by the Company shall be forwarded by the Company to the
          Depositary upon request. 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, such reports necessary
          to obtain benefits under the applicable tax treaties for the Holders
          and Beneficial Owners of Receipts.

          2.2 Distribution in Shares

          If any distribution upon any Deposited Securities consists of a
          dividend in, or free distribution of, Shares, the Company shall cause
          such Shares to be deposited with the Custodian and registered, as the
          case may be, in the name of the Depositary, the Custodian or any of
          their nominees. Upon receipt of confirmation of such deposit from the
          Custodian, the Depositary shall establish the ADS Record Date upon the
          terms described in Section 6.6 of the Agreement and shall, subject to
          Exhibit B to the Agreement, either (i) distribute to the Holders as of
          the ADS Record Date in proportion to the number of ADSs held as of the
          ADS Record Date, additional ADSs, which represent in the aggregate the
          number of Shares received as such dividend, or free distribution,
          subject to the other terms of this Agreement (including, without
          limitation, (a) the applicable fees and charges of, and reasonable
          expenses incurred by, the Depositary and (b) taxes), or (ii) if
          additional ADSs are not so distributed, each ADS issued and
          outstanding after the ADS Record Date shall, to the extent permissible
          by law, thenceforth also represent rights and interests in the
          additional Shares distributed upon the Deposited Securities
          represented thereby (net of (a) the applicable fees and charges of,
          and expenses incurred by, the Depositary and (b) taxes). In lieu of
          delivering fractional ADSs, the Depositary shall sell the number of
          Shares represented by the aggregate of such fractions and distribute
          the proceeds upon the terms described in Section 6.1 of the Agreement.
          The Depositary may withhold any such distribution of Receipts if it
          has not received reasonably satisfactory assurances from the Company
          (including an opinion of counsel to the Company furnished at the
          Company's expense) that such distribution does not require
          registration under the Securities Act or is exempt from registration
          under the provisions of the Securities Act. To the extent such
          distribution may be withheld, the Depositary may dispose of all or a
          portion of such distribution in such amounts and in such manner,
          including by public or private sale, as the Depositary deems necessary
          and practicable, and the Depositary shall distribute the net proceeds
          of any such sale (after deduction of applicable (a) taxes and (b) fees
          and charges of, and reasonable expenses incurred by, the Depositary)
          to Holders entitled thereto upon the terms described in Section 6.1.

          2.3 Elective Distributions in Cash or Shares

          Whenever the Company intends to distribute a dividend payable at the
          election of the holders of Shares in cash or in additional Shares, the
          Company shall give notice thereof to the Depositary at least 30 days
          prior to the proposed distribution stating whether or not it wishes
          such elective distribution to be made available to Holders of ADSs.
          Upon receipt of notice indicating that the Company wishes such
          elective distribution to be made available to Holders of ADSs, the
          Depositary shall consult with the Company to determine, and the
          Company shall assist the Depositary in its determination, whether it
          is lawful and reasonably practicable to make such elective
          distribution available to the Holders of ADSs. The Depositary shall
          make such elective distribution available to Holders only if (i) the
          Company shall have timely requested that the






          elective distribution is available to Holders of ADRs, (ii) the
          Depositary shall have determined that such distribution is reasonably
          practicable and (iii) the Depositary shall have received satisfactory
          documentation within the terms of Section 4.2 of the Agreement. If the
          above conditions are not satisfied, the Depositary shall, to the
          extent permitted by law, distribute to the Holders, on the basis of
          the same determination as is made in the local market in respect of
          the Shares for which no election is made, either (x) cash upon the
          terms described in Section 6.1 of the Agreement or (y) additional ADSs
          representing such additional Shares upon the terms described in
          Section 6.2 of the Agreement. If the above conditions are satisfied,
          the Depositary shall establish an ADS Record Date (on the terms
          described in Section 6.6 of the Agreement) and establish procedures to
          enable Holders to elect the receipt of the proposed dividend in cash
          or in additional ADSs. The Company shall assist the Depositary in
          establishing such procedures to the extent necessary. Subject to
          Exhibit B to the Agreement, if a Holder elects to receive the proposed
          dividend (x) in cash, the dividend shall be distributed upon the terms
          described in Section 6.1 of the Agreement, or (y) in ADSs, the
          dividend shall be distributed upon the terms described in Section 6.2
          of the Agreement. Nothing herein shall obligate the Depositary to make
          available to Holders a method to receive the elective dividend in
          Shares (rather than ADSs). There can be no assurance that Holders
          generally, or any Holder in particular, will be given the opportunity
          to receive elective distributions on the same terms and conditions as
          the holders of Shares.

          2.4 Distribution of Rights to Purchase Shares

            (a)    Distribution to ADS Holders. Whenever the Company intends to
                   distribute to the holders of the Deposited Securities rights
                   to subscribe for additional Shares, the Company shall give
                   notice thereof to the Depositary at least 60 days prior to
                   the proposed distribution stating whether or not it wishes
                   such rights to be made available to Holders. Upon receipt of
                   a notice indicating that the Company wishes such rights to be
                   made available to Holders, the Depositary shall consult with
                   the Company to determine, and the Company shall determine,
                   whether it is lawful and reasonably practicable to make such
                   rights available to the Holders. The Depositary shall make
                   such rights available to Holders only if (i) the Company
                   shall have timely requested that such rights be made
                   available to Holders, (ii) the Depositary shall have received
                   satisfactory documentation within the terms of Section 4.2 of
                   the Agreement, and (iii) the Depositary shall have determined
                   that such distribution of rights is lawful and reasonably
                   practicable. In the event any of the conditions set forth
                   above are not satisfied, the Depositary shall proceed with
                   the sale of the rights as contemplated in Section 6.4(b) to
                   the Agreement or, if timing or market conditions may not
                   permit, do nothing thereby allowing such rights to lapse. In
                   the event all conditions set forth above are satisfied, the
                   Depositary shall establish an ADS Record Date (upon the terms
                   described in Section 6.6 of the Agreement) and establish
                   procedures (x) to distribute such rights (by means of
                   warrants or otherwise) and (y) to enable the Holders to
                   exercise the rights (upon payment of applicable (a) fees and
                   charges of, and expenses incurred by, the Depositary and (b)
                   taxes and other governmental charges). Nothing herein shall
                   obligate the Depositary to make available to the Holders a
                   method to exercise such rights to subscribe for Shares
                   (rather than ADSs).

            (b)    Sale of Rights. If (i) the Company does not timely request
                   the Depositary to make the rights available to Holders or
                   requests that the rights not be made available to Holders,
                   (ii) the Depositary fails to receive satisfactory
                   documentation within the terms of Section 4.2 of the
                   Agreement or determines it is not lawful or reasonably
                   practicable to make the rights available to Holders, or (iii)
                   any rights made available are not exercised and appear to be
                   about to lapse, the Depositary shall determine whether it is
                   lawful and reasonably practicable to sell such rights, in a
                   riskless principal capacity or otherwise, at such place and
                   upon such terms (including public or private sale) as it may
                   deem proper. The Company shall assist the Depositary to






                   the extent necessary to determine such legality and
                   practicability. The Depositary shall, upon such sale,
                   convert and distribute proceeds of such sale (net of
                   applicable (a) fees and charges of, and expenses incurred
                   by, the Depositary and (b) taxes) upon the terms set forth
                   in Section 6.1 of the Agreement.

            (c)    Lapse of Rights. If the Depositary is unable to make any
                   rights available to Holders upon the terms described in
                   Section 6.4(a) of the Agreement or to arrange for the sale of
                   the rights upon the terms described in Section 6.4(b) of the
                   Agreement, the Depositary shall allow such rights to lapse.

          The Depositary shall not be responsible for (i) any failure to
          determine that it may be lawful or practicable to make such rights
          available to Holders in general or any Holders in particular, (ii) any
          foreign exchange exposure or loss incurred in connection with such
          sale, or exercise, or (iii) the content of any materials forwarded to
          the Holders on behalf of the Company in connection with the rights
          distribution.

          Notwithstanding anything to the contrary in this Section 6.4 of the
          Agreement, if registration (under the Securities Act or any other
          applicable law) of the rights or the securities to which any rights
          relate may be required in order for the Company to offer such rights
          or such securities to Holders and to sell the securities represented
          by such rights, the Depositary will not distribute such rights to the
          Holders (i) unless and until a registration statement under the
          Securities Act covering such offering is in effect or (ii) unless the
          Company furnishes to the Depositary at the Company's expense
          opinion(s) of counsel to the Company in the U.S. and counsel to the
          Company in any other applicable country in which rights would be
          distributed, in each case satisfactory to the Depositary, to the
          effect that the offering and sale of such securities to Holders and
          Beneficial Owners are exempt from, or do not require registration
          under, the provisions of the Securities Act or any other applicable
          laws. In the event that the Company, the Depositary or the Custodian
          shall be required to withhold and does withhold from any distribution
          of property (including rights) an amount on account of taxes or other
          governmental charges, the amount distributed to the Holders shall be
          reduced accordingly. 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 charges which
          the Depositary is obligated to withhold, the Depositary may dispose of
          all or a portion of such property (including Shares and rights to
          subscribe therefor) in such amounts and in such manner, including by
          public or private sale, as the Depositary deems necessary and
          practicable to pay any such taxes or charges.

          There can be no assurance that Holders generally, or any Holder in
          particular, will be given the opportunity to exercise rights on the
          same terms and conditions as the holders of Shares or be able to
          exercise such rights. Nothing herein shall obligate the Company to
          file any registration statement in respect of any rights or Shares or
          other securities to be acquired upon the exercise of such rights.

          2.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares

            (a)    Whenever the Company intends to distribute to the holders of
                   Deposited Securities property other than cash, Shares or
                   rights to purchase additional Shares, the Company shall give
                   notice thereof to the Depositary at least 30 days prior to
                   the proposed distribution and shall indicate whether or not
                   it wishes such distribution to be made to Holders. Upon
                   receipt of a notice indicating that the Company wishes such
                   distribution be made to Holders, the Depositary shall
                   determine whether such distribution to Holders is lawful and
                   practicable. The Depositary shall not make such distribution
                   unless (i) the Company shall have timely requested the
                   Depositary to make such distribution to Holders, (ii) the
                   Depositary shall have received satisfactory






                  documentation within the terms of Section 4.2 of the
                  Agreement, and (iii) the Depositary shall have determined
                  that such distribution is reasonably practicable.

            (b)    Upon receipt of satisfactory documentation and the request of
                   the Company to distribute property to Holders and after
                   making the requisite determinations set forth in (a) above,
                   the Depositary may distribute the property so received to the
                   Holders of record as of the ADS Record Date, in proportion to
                   the number of ADSs held by such Holders respectively and in
                   such manner as the Depositary may deem practicable for
                   accomplishing such distribution (i) upon receipt of payment
                   or net of the applicable fees and charges of, and reasonable
                   expenses incurred by, the Depositary, and (ii) net of any
                   taxes and other governmental charges withheld. The Depositary
                   may dispose of all or a portion of the property so
                   distributed and deposited, in such amounts and in such manner
                   (including public or private sale) as the Depositary may deem
                   practicable or necessary to satisfy any taxes (including
                   applicable interest and penalties) or other governmental
                   charges applicable to the distribution.

            (c)    If (i) the Company does not request the Depositary to make
                   such distribution to Holders or requests not to make such
                   distribution to Holders, (ii) the Depositary does not receive
                   satisfactory documentation within the terms of Section 4.2 of
                   the Agreement, or (iii) the Depositary determines that all or
                   a portion of such distribution is not reasonably practicable
                   or feasible, the Depositary shall endeavor to sell or cause
                   such property to be sold in a public or private sale, at such
                   place or places and upon such terms as it may deem proper and
                   shall distribute the net proceeds, if any, of such sale
                   received by the Depositary (net of applicable (a) fees and
                   charges of, and expenses incurred by, the Depositary and (b)
                   taxes) to the Holders as of the ADS Record Date upon the
                   terms of Section 6.1 of the Agreement. If the Depositary is
                   unable to sell such property, the Depositary may dispose of
                   such property in any way it deems reasonably practicable
                   under the circumstances for nominal or no consideration and
                   Holders and Beneficial Owners shall have no rights thereto or
                   arising therefrom.

          3. Fixing of Record Date

                   Whenever necessary in connection with any distribution
                   (whether in cash, Shares, rights, or other distribution), or
                   whenever for any reason the Depositary causes a change in
                   the number of Shares that are represented by each ADS, or
                   whenever the Depositary shall receive notice of any meeting
                   of or solicitation of holders of Shares or other Deposited
                   Securities, or whenever the Depositary shall find it
                   necessary or convenient, the Depositary shall fix a record
                   date (the "ADS Record Date"), as close as practicable to the
                   record date fixed by the Company with respect to the Shares,
                   for the determination of the Holders who shall be entitled
                   to receive such distribution, to give instructions for the
                   exercise of voting rights at any such meeting, or to give or
                   withhold such consent, or to receive such notice or
                   solicitation or to otherwise take action, or to exercise the
                   rights of Holders with respect to such changed number of
                   Shares represented by each ADS. Subject to applicable law
                   and the provisions of Section 6.1 through 6.5 of the
                   Agreement and to the other terms and conditions of the
                   Agreement, only the Holders of record at the close of
                   business in New York on such ADS Record Date shall be
                   entitled to receive such distribution, to give such voting
                   instructions, to receive such notice or solicitation, or
                   otherwise take action.

          4. Available Information

          The Agreement, the Articles of Association, and written communications
          from the Company that are received by the Custodian or the Depositary
          in accordance with Section 14.6 of the Agreement, are available for
          inspection by Holders at the Depositary's Office and the office of the
          Custodian during normal business hours on any Business Day. The
          Company is exempt







          from the periodic reporting requirements of the Securities Exchange
          Act. The Company will submit to the Commission such notices, reports
          and communications which are required to be submitted to the
          Commission by Rule 12g3-2(b) of the Securities Exchange Act. Such
          notices, reports and communications may be inspected and copied at the
          public reference facilities maintained by the Commission located at
          the date of the Agreement at Judiciary Plaza, 450 Fifth Street, N.W.,
          Washington, D.C. 20549.

          5. Reports

          The Depositary will, at the expense of the Company and in accordance
          with Section 14.6, mail by regular, ordinary mail delivery or by
          electronic transmission (if agreed between the Company and the
          Depositary) and unless otherwise agreed in writing, copies of such
          communications (or English translations or summaries thereof) to
          Holders when requested and furnished by the Company.

          6. Notices

          Notice to any Holder shall be deemed to be given when first mailed,
          first class postage prepaid, or sent via telex or facsimile
          transmission to such Holder to the address or telex or facsimile
          number, as the case may be, of such Holder in the Register. Notice to
          the Depositary or the Company shall be deemed to be given when first
          received by it at the address or facsimile transmission number set
          forth in (a) or (b) below, respectively, or at such other address or
          facsimile transmission number as either may specify to the other by
          written notice:

          (d)     Deutsche Bank Trust Company Americas
                  60 Wall Street
                  New York
                  NY 10005
                  United States

                  Attention: ADR Department
                  Fax:       +1-212-797-0327

          (e)     C&C Group plc
                  Kylemore Park
                  Dublin 10
                  Ireland

                  Attention: Company Secretary
                  Fax:       +353 1 616 1000

          Notices to the Depositary must be in English.

          7. Lists of Holders

          The Company shall, to the extent permitted by applicable law, have the
          right to inspect the Register and the transfer records of the
          Depositary to supply copies of such records as the Company may
          reasonably request. The Depositary shall, to the extent permitted by
          applicable law, furnish to the Company, promptly upon the receipt of a
          written request from the Company, a list of the names and addresses
          of, and holdings of ADSs by, all Holders. The Depositary shall provide
          copies to the Company, promptly upon receipt of a written request from
          the Company, of any information received by the Depositary in
          accordance with Section 5.6 of the Agreement unless such disclosure is
          prohibited by applicable law.

          8. Transfer, Combination and Split-up of ADRs





          Subject to the terms and conditions of the Agreement, the Depositary
          shall, upon surrender of an ADR or ADRs in form satisfactory to the
          Depositary at the Depositary's Office (a) for the purpose of transfer,
          if such ADRs are accompanied by such instruments of transfer as the
          Depositary may require and are stamped as may be required by law,
          register the transfer of such ADRs on the Register and execute and
          deliver new ADRs to or upon the order of the person entitled thereto;
          and (b) for the purpose of effecting a split-up or combination,
          execute and deliver a new ADR or ADRs in such denominations as may be
          requested, evidencing the same aggregate number of ADRs as the ADRs
          surrendered.

          9. Amendment

          The ADRs and the Agreement may be amended by the Company and the
          Depositary without consent of the Holders, provided that any amendment
          that imposes or increases any fees or charge, or that shall otherwise
          prejudice any substantial existing right of Holders, shall become
          effective 30 days after notice of such amendment shall have been given
          to the Holders. Every Holder, at the time any amendment so becomes
          effective, shall be deemed, by continuing to hold any ADR, to consent
          and agree to such amendment and to be bound by the ADRs and the
          Agreement as amended thereby.

          10. Termination

          The Depositary shall, at the written direction of the Company,
          terminate the Agreement and this ADR by mailing notice of such
          termination to the Holders at least 30 days prior to the date fixed in
          such notice for such termination. The Depositary may terminate the
          Agreement, after giving notice to the Holders as set forth in the
          preceding sentence of this Section 13 at any time 45 days or more
          after the Depositary shall have delivered to the Company its written
          resignation, provided that no successor depositary shall have been
          appointed and accepted its appointment as provided in Section 11
          before the end of such 45 days. After the date so fixed for
          termination, the Depositary and its agents shall perform no further
          acts under the Agreement and this ADR, except to advise Holders to
          such termination, receive and hold (or sell) distributions on
          Deposited Securities and deliver Deposited Securities being withdrawn
          together with any such distributions on Deposited Securities. As soon
          as practicable after the expiration of one year from the date so fixed
          for termination, the Depositary shall, to the extent practicable, sell
          the Deposited Securities and shall thereafter (as long as it may
          lawfully do so) hold the net proceeds of such sales, together with any
          other cash then held by it under the Agreement, without liability for
          interest, for the pro rata benefit of the Holders of ADRs not
          theretofore surrendered. After making such sale, the Depositary shall
          be discharged from all obligations in respect of the Agreement and
          this ADR, except to account for such net proceeds and other cash and
          its indemnification obligations to the Company. After the date so
          fixed for termination, the Company shall be discharged from all
          obligations under the Agreement except for its indemnification and
          payment obligations to the Depositary.

          11. Surrender of Receipts and Withdrawal of Securities

          Upon surrender, at the Principal Office of the Depositary, of ADSs for
          the purpose of withdrawal of the Deposited Securities represented
          thereby, and upon payment of (i) the fees and charges of the
          Depositary for the making of withdrawals of Deposited Securities and
          cancellation of ADRs (as set forth in Exhibit B) and (ii) all
          applicable taxes and governmental charges payable in connection with
          such surrender and withdrawal, including any applicable Irish stamp
          duty, and subject to the terms and conditions of this Agreement, the
          Articles of Association, and any other provisions of or governing the
          Deposited Securities and other applicable laws, the Holder of such
          ADSs shall be entitled to Delivery, to him or upon his order, of the
          Deposited Securities at the time represented by the ADSs so
          surrendered. ADSs may be surrendered for the purpose of withdrawing
          Deposited Securities by delivery of an






          ADR evidencing such ADSs (if held in certificated form) or by
          book-entry delivery of such ADSs to the Depositary.

          A Receipt surrendered for such purposes shall, if so required by the
          Depositary, be properly endorsed in blank or accompanied by proper
          instruments of transfer in blank, and if the Depositary so requires,
          the Holder thereof shall execute and deliver to the Depositary a
          written order directing the Depositary to cause the Deposited
          Securities being withdrawn to be delivered to or upon the written
          order of a person or persons designated in such order. Thereupon, the
          Depositary shall direct the Custodian to deliver (without unreasonable
          delay) at the designated office of the Custodian or through a book
          entry delivery of the Shares (in either case, subject to Section 5.6
          of the Agreement, Exhibit B to the Agreement, and to the other terms
          and conditions of this Agreement, to the Articles of Association, to
          the provisions of or governing the Deposited Securities and to
          applicable laws, now or hereafter in effect) to or upon the written
          order of the person or persons designated in the order delivered to
          the Depositary as provided above, the Deposited Securities represented
          by such ADSs, together with any certificate or other proper documents
          of or relating to title of the Deposited Securities as may be legally
          required, as the case may be, to or for the account of such person.

          The Depositary may, in its discretion, refuse to accept for surrender
          a number of ADSs representing a number other than a whole number of
          Shares. In the case of surrender of an ADR evidencing a number of ADSs
          representing other than a whole number of Shares, the Depositary shall
          cause ownership of the appropriate whole number of Shares to be
          delivered in accordance with the terms hereof, and shall, at the
          discretion of the Depositary, either (i) issue and deliver to the
          person surrendering such Receipt a new Receipt evidencing ADSs
          representing any remaining fractional Share, or (ii) sell or cause to
          be sold the fractional Shares represented by the Receipt surrendered
          and remit the proceeds of such sale (net of (a) applicable fees and
          charges of, and reasonable expenses incurred by, the Depositary and
          (b) taxes withheld) to the person surrendering the Receipt.

          At the request, risk and expense of any Holder so surrendering an ADR,
          and for the account of such Holder, the Depositary shall direct the
          Custodian to forward (to the extent permitted by law) any cash or
          other property (other than securities) held in respect of, and any
          certificate or certificates and other proper documents of or relating
          to title to, the Deposited Securities represented by such ADR to the
          Depositary for delivery at the Principal Office of the Depositary, and
          for further delivery to such Holder. Such direction shall be given by
          letter or, at the request, risk and expense of such Holder, by cable,
          telex or facsimile transmission. Upon receipt by the Depositary, the
          Depositary may make delivery to such person or persons entitled
          thereto at the Principal Office of the Depositary of any dividends or
          cash distributions with respect to the Deposited Securities
          represented by such ADSs, or of any proceeds of sale of any dividends,
          distributions or rights, which may at the time be held by the
          Depositary.

          12. Limitations on Execution and Delivery, Transfer, Etc. of Receipts;
          Suspension of Delivery, Transfer, Etc.

          As a condition precedent to the execution and delivery, registration,
          registration of transfer, split-up, combination or surrender of any
          ADR, the delivery of any distribution thereon or withdrawal of any
          Deposited Securities, the Depositary or the Custodian may require (i)
          payment from the depositor of Shares or presenter of the ADR of a sum
          sufficient to reimburse it for any tax or other governmental charge,
          including any applicable Irish stamp duty, 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 and charges of the Depositary as
          provided in Exhibit B to the Agreement, (ii) the production of proof
          satisfactory to it as to the identity and genuineness of any signature
          or any other matter contemplated by Section 14.5 of the Agreement and
          (iii) compliance with (A) any laws or governmental regulations
          relating to the execution and delivery of ADRs or ADSs or to the






          withdrawal or delivery of Deposited Securities and (B) such reasonable
          regulations as the Depositary may establish consistent with the
          provisions of this Agreement and applicable law.

          The issuance of ADSs against deposits of Shares generally or against
          deposits of particular Shares may be suspended, or the issuance of
          ADSs against the deposit of particular Shares may be withheld, or the
          registration of transfer of ADRs in particular instances may be
          refused, or the registration of transfers of ADRs 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, in good faith, at any time or from time
          to time because of any requirement of law, any government or
          governmental body or commission or any securities exchange on which
          the Receipts or Shares are listed, or under any provision of this
          Agreement or provisions of, or governing, the Deposited Securities, or
          any meeting of shareholders of the Company or for any other reason,
          subject, in all cases, to Section 16 of the Agreement.

          13. Proofs, Certificates and Other Information

          Any person presenting Shares for deposit, any Holder and any
          Beneficial Owner may be required, and every Holder and Beneficial
          Owner agrees, from time to time to provide to the Depositary or the
          Custodian such proof of citizenship or residence, taxpayer status,
          payment of all applicable taxes or other governmental charges,
          exchange control approval, legal or beneficial ownership of ADSs and
          Deposited Securities, compliance with applicable laws and the terms of
          this Agreement and the provisions of, or governing, the Deposited
          Securities or other information; to execute such certifications and to
          make such representations and warranties, and to provide such other
          information and documentation as the Depositary may deem necessary or
          proper or as the Company may reasonably require by written request to
          the Depositary consistent with its obligations hereunder. The
          Depositary and the Registrar, as applicable, may withhold the
          execution or delivery or registration of transfer of any Receipt or
          the distribution or sale of any dividend or distribution of rights or
          of the proceeds thereof, or to the extent not limited by the terms of
          Section 16 of the Agreement, the delivery of any Deposited Securities,
          until such proof or other information is filed or such certifications
          are executed, or such representations and warranties are made, or such
          other documentation or information provided, in each case to the
          Depositary's and the Company's satisfaction. The Depositary shall from
          time to time on the written request advise the Company of the
          availability of any such proofs, certificates or other information and
          shall, at the Company's sole expense, provide or otherwise make
          available copies thereof to the Company upon written request thereof
          by the Company, unless such disclosure is prohibited by law. Each
          Holder and Beneficial Owner agrees to provide any information
          requested by the Company or the Depositary pursuant to this paragraph.
          Nothing herein shall obligate the Depositary to (i) obtain any
          information for the Company if not provided by the Holders or
          Beneficial Owners or (ii) verify or vouch for the accuracy of the
          information so provided by the Holders or Beneficial Owners.

          14. Indemnification by the Company

          The Company agrees to indemnify the Depositary against any loss,
          liability or expense (including reasonable fees and reasonable
          expenses of counsel) that may arise out of a (a) its acceptance and
          performance of its powers and duties in respect of this Agreement,
          except to the extent such loss, liability or expense (i) is due to the
          gross negligence or bad faith of the Depositary or its agents or (ii)
          arises solely or exclusively out of a Pre-Release of an ADR and would
          not have arisen had such ADR not been the subject of a Pre-Release, or
          (b) any offer or sale of ADRs, ADSs, Shares or other Deposited
          Securities or any registration statement under the Securities Act in
          respect thereof, except to the extent such loss, liability or expense
          arises out of information (or omissions from such information)
          relating to the Depositary furnished in writing to the Company by the
          Depositary expressly for use in such registration statement.







          15. Additional Information; Inspection of Transfer Books

          This Agreement, the Company's Articles of Association, and written
          communications from the Company that are received by the Custodian or
          the Depositary in accordance with Section 14.6 of the Agreement, are
          available for inspection by Holders at the Depositary's Office and the
          office of the Custodian during normal business hours on any Business
          Day.

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


          16. Fees and Charges of the Depositary

          The fees and charges of the Depositary are set out in Exhibit B to the
          Agreement and are hereby incorporated by reference.



Dated:                                 DEUTSCHE BANK TRUST
                                       COMPANY AMERICAS as Depositary

                                       By:
                                            ------------------------------
                                            Vice President
































                                    EXHIBIT B

                       FEES AND CHARGES OF THE DEPOSITARY

The Company, the Holders, the Beneficial Owners, and persons depositing Shares
or surrendering ADSs for cancellation and withdrawal of Deposited Securities
shall be required to pay to the Depositary the Depositary's fees and related
charges identified as payable by them respectively as set forth below.

 The Depositary shall charge the following fees for the services performed under
the terms of the Agreement:

            (i)    to any person to whom ADSs are issued upon the deposit of
                   Shares or to any person to whom a distribution is made in
                   respect of ADS distributions pursuant to stock dividends or
                   other free distributions of stock, bonus distributions, stock
                   splits or other distributions (except where converted to
                   cash), a fee not in excess of U.S.$5.00 per 100 ADSs (or
                   fraction thereof) so issued under the terms of the Agreement
                   to be determined by the Depositary;

            (ii)   to any person surrendering ADSs for cancellation and
                   withdrawal of Deposited Securities including, inter alia,
                   cash distributions made pursuant to a cancellation or
                   withdrawal, a fee not in excess of U.S.$5.00 per 100 ADSs (or
                   fraction thereof) so surrendered;

            (iii)  to any Holder of ADSs, a fee not in excess of U.S.$2.00 per
                   100 ADS held for the distribution of cash proceeds, including
                   cash dividends or sale of rights and other entitlements, not
                   made pursuant to a cancellation or withdrawal;

            (iv)   to any Holder of ADSs, a fee not in the excess of U.S.$5.00
                   per 100 ADSs (or portion thereof) issued upon the exercise of
                   rights.

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

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

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

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

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

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






            (vi)   the fees and expenses incurred by the Depositary in
                   connection with the delivery of Deposited Securities,
                   including any fees of a central depository for securities in
                   the local market, where applicable; and

            (vii)  any additional fees, charges, costs or expenses that may be
                   incurred by the Depositary or its agents, or the Custodian,
                   or its agents from time to time.

Any other charges and expenses of the Depositary under the Agreement will be
paid by the Company upon agreement between the Depositary and the Company.

All fees and charges so payable may, at any time and from time to time, be
changed by agreement between the Depositary and the Company, but, in the case of
fees and charges payable by Holders and Beneficial Owners, only in the manner
contemplated in Section 12. The Depositary shall provide, without charge, a copy
of its latest fee schedule to anyone upon request.

The Depositary and the Company may reach separate agreement in relation to the
payment of any additional remuneration to the Depositary in respect of any
exceptional duties which the Depositary finds necessary or desirable and agreed
by both parties in the performance of its obligations hereunder and in respect
of the actual costs and expenses of the Depositary in respect of any notices
required to be given to the Holders in accordance with Section 14.6.

In connection with any payment by the Company to the Depositary:

            (i)    all fees, taxes, duties, charges, costs and expenses which
                   are payable by the Company shall be paid or be procured to be
                   paid by the Company (and any such amounts which are paid by
                   the Depositary shall be reimbursed to the Depositary by the
                   Company upon demand therefor); and

            (ii)   such payment shall be subject to all necessary exchange
                   control regulations, where applicable, and other consents and
                   approvals having been obtained. The Company undertakes to use
                   its reasonable endeavours to obtain all necessary approvals
                   that are required to be obtained by it in this connection.

            (iii)  the Depositary may request, in its sole but reasonable
                   discretion after reasonable consultation with the Company, an
                   opinion of counsel regarding New York law, the laws of
                   Ireland, or the laws of any other applicable jurisdiction, to
                   be furnished at the expense of the Company, if at any time it
                   deems it necessary to seek such an opinion of counsel
                   regarding the validity of any action to be taken or
                   instructed to be taken under this Agreement.

The Company agrees to promptly pay to the Depositary such other fees and charges
and to reimburse the Depositary for such out-of-pocket expenses as the
Depositary and the Company may agree to in writing from time to time.
Responsibility for payment of such charges may at any time and from time to time
be changed by agreement between the Company and the Depositary.

All payments by the Company to the Depositary under this Exhibit B shall be paid
without set-off or counterclaim, and free and clear of and without deduction or
withholding for or on account of, any present or future taxes, levies, imports,
duties, fees, assessments or other charges of whatever nature, imposed by
Ireland or by any department, agency or other political subdivision or taxing
authority thereof or therein, and all interest, penalties or similar liabilities
with respect thereto.

The right of the Depositary to receive payment of fees, charges and expenses as
provided above shall survive the termination of this Agreement. As to any
Depositary, upon the resignation or removal of such Depositary as described in
Section 11 of the Agreement, such right shall extend for those fees, charges and
expenses incurred prior to the effectiveness of such resignation or removal.