<PAGE>

                                                                     Exhibit 1.1

                          COMPANIES ACTS, 1963 to 2001

                                   ----------

                            [LOGO ALLIED IRISH BANKS]

                               Allied Irish Banks,
                             public limited company

                                   Memorandum

                                     - AND -

                             Articles of Association

                              Adopted 21st May 1997
                             Amended 22nd April 1998
                              Amended 29th May 2002

                                 Bryan Sheridan,
                                   Solicitor,
                            Bankcentre, Ballsbridge,
                                    Dublin 4

<PAGE>

                                    CONTENTS

                                                      Regulation(s)   Page
                                                      -------------   ----
Certificates of Incorporation

Memorandum of Association                                               1

Articles of Association:

Subject
Preliminary                                                1-  2        8
Capital                                                    3-  4       10
Variation of Rights                                        5-  6       42
Share Capital                                              7- 13       44
Lien                                                      14- 17       47
Calls on Shares                                           18- 24       48
Forfeiture of Shares                                      25- 30       49
Transfer of Shares                                        31- 40       50
Transmission of Shares                                    41- 43       51
Stock                                                     44- 47       52
Increase of Capital                                       48- 50       52
Alteration of Capital                                         51       53
Purchase of Own Shares                                        52       53
Reissue of Treasury Shares                                    53       54
General Meetings                                          54- 56       55
Notice of General Meetings                                57- 61       55
Proceedings at General Meetings                           62- 68       56
Votes of Members                                          69- 81       58
Corporations Acting by Representatives                        82       59
Directors                                                 83- 87       59
Appointment and Retirement by Rotation of Directors       88- 94       60
Vacation of Office, Disqualification and Removal of
   Directors                                              95- 96       61
Appointment of Directors to Executive Offices                 97       62
Alternate Directors                                           98       63
Powers of Directors                                       99-102       63
Proceedings of Directors                                 103-110       67
Minutes and Execution and Authentication of
   Documents Etc.                                        111-113       68
Secretary                                                    114       70
Register of Directors' Share and Debenture Holdings          115       70
The Seal                                                     116       70
Official Seals                                               117       71
Dividends                                                118-128       71
Reserves                                                     129       75
Capitalisation of Profits                                130-131       75
Accounts                                                 132-137       76
Auditors                                                     138       77
Notices                                                  139-148       77
Secrecy                                                  149-150       79
Winding Up                                                   151       79
Destruction of Documents                                     152       80
Indemnity                                                    153       80
Record Dates                                                 154       81

Text of Special Resolutions passed at Annual General
   Meetings, 1996, 1998, 1999, 2000, 2001, 2002 and 2003               82

<PAGE>

================================================================================

----------
No. 24173
----------

                          Certificate of Incorporation

                                   ----------

                                I Hereby Certify

that Allied Irish Banks Limited

is this day Incorporated under the Companies Acts, 1963, and that the
Company is Limited.

     Given under my hand at Dublin, this Twenty first day of September One
Thousand Nine Hundred and Sixty six

Fees and Deed Stamps IR 3-15-0.

Stamp Duty on Capital IR 0-5-0.


                                                   M. Sinseoin
                                                  ------------------------------
                                                  for Registrar of Companies.

================================================================================
(CERTIFICATE No.1)

<PAGE>

================================================================================

----------
No. 24173
----------

                          Certificate of Incorporation
                 ON RE-REGISTRATION AS A PUBLIC LIMITED COMPANY

                                   ----------

                                I Hereby Certify

that ALLIED IRISH BANKS, PUBLIC LIMITED COMPANY

is this day re-registered under the Companies Acts 1963 to 1983 and that the
Company is a Public Limited Company.

     Given under my hand at Dublin, this Second day of January One Thousand Nine
Hundred and Eighty-Five


                                                   R. Burke
                                                  ------------------------------
                                                  for Registrar of Companies.

================================================================================
(CERTIFICATE No.17)

<PAGE>

                          COMPANIES ACTS, 1963 to 2001

                             PUBLIC LIMITED COMPANY

                            MEMORANDUM OF ASSOCIATION

                                       of

                   ALLIED IRISH BANKS, public limited company

1.   The name of the Company is "ALLIED IRISH BANKS, public limited company".

2.   The Company is to be a public limited company.

3.   The objects for which the Company is established are:-

     (1)  To carry on the business of banking in all or any of its branches and
          departments and to provide and undertake all manner of financial
          services including (but without limitation to the generality of the
          foregoing), borrowing, raising or taking up money; lending or
          advancing, with or without security, money, securities and property;
          making, drawing, accepting, indorsing, issuing, discounting, buying,
          selling and generally dealing in bills of exchange, promissory notes,
          coupons, bank orders, drafts, bills of lading, warrants, bonds,
          debentures, certificates, scrip and other instruments and securities,
          whether transferable or negotiable or not; granting and issuing
          bankers' cards, cheque guarantee and cash cards, credit cards, debit
          cards and all other appropriate instruments, cards or devices;
          granting and issuing letters of credit, travellers cheques and
          circular notes; buying, selling, dealing and engaging in other
          transactions in any currencies, bullion and other commodities of any
          description; acquiring, holding, issuing on commission, underwriting
          and dealing with stocks, funds, shares, debentures, debenture stocks,
          bonds, obligations, options, option certificates, securities and
          investments of all kinds; negotiating loans and advances; arranging
          and entering into transactions on and relating to the capital markets
          including, without limitation, derivatives transactions of any
          description (whether on an exchange or otherwise and whether or not
          collateralised), sale and repurchase transactions, sell/buy back
          transactions, securities lending and similar transactions; granting or
          contracting for open general credits, with or without security;
          receiving money on deposit or current account at interest or
          otherwise, or for safe custody; receiving securities, valuables and
          other property on deposit, or for safe custody, or otherwise;
          transacting business in relation to all kinds of payment or transfer
          systems or other methods used by bankers or others for the transfer of
          funds and settlement of debts or transactions (whether in securities
          or otherwise); owning, controlling, managing, sponsoring or otherwise
          participating in any fashion whatsoever in electronic commerce
          initiatives or projects; managing property and generally transacting
          all kinds of business transacted by bankers; and, in relation to any
          of the foregoing, doing so by or through any medium or means.

     (2)  To acquire and undertake the whole or any part of the business,
          property and liabilities of any person or company carrying on any
          business which the Company is authorised to carry on, or possessed of
          property or rights suitable for the purposes of the Company and in
          particular the undertaking business

                                       1

<PAGE>

          and goodwill of any subsidiary company carrying on business
          independently of the Company or in competition with it.

     (3)  To enter into partnership or into any arrangement for sharing profits,
          union of interest, co-operation, joint adventure, reciprocal
          concession, or otherwise, with any person or company carrying on or
          engaged in or about to carry on or engaged in any business or
          transaction which the Company is authorised to carry on or engage in,
          or any business or transaction capable of being conducted so as
          directly or indirectly to benefit the Company. To lend money to,
          guarantee the contracts of or otherwise assist any such person or
          company, and to take or otherwise acquire shares (whether partly or
          fully paid) and securities of any such company, and to sell, hold,
          re-issue, with or without guarantee, or otherwise deal with the same.

     (4)  To amalgamate with any other company having objects altogether or in
          part similar to those of the Company.

     (5)  To promote any company or companies for the purpose of acquiring all
          or any of the property, rights and liabilities of the Company, or for
          any other purpose which may seem directly or indirectly calculated to
          benefit the Company.

     (6)  To form, promote, acquire, finance, amalgamate with, subsidise and
          assist building societies, friendly societies, banks, unit trusts,
          insurance companies or other commercial undertakings of any kind, or
          any companies, corporations or syndicates of any kind, and to finance,
          subsidise or assist any firms or individuals, and to negotiate loans
          of every description with any government, state, municipal or other
          authority, corporation, company, syndicate, firm or person.

     (7)  To purchase, take on lease or in exchange, hire or otherwise acquire
          and hold for any estate or interest any real and personal property and
          any rights or privileges which the Company may think necessary or
          convenient for the purposes of its business, and in particular any
          land and buildings.

     (8)  To erect, construct, lay down, enlarge, alter, reconstruct and
          maintain any buildings and works necessary or convenient for the
          Company's business.

     (9)  To pay for any business, property or rights acquired by the Company
          wholly or partially in shares, debentures, debenture stock or other
          securities or obligations of the Company or belonging to the Company,
          and whether fully or partly paid, and as part of the terms of any such
          purchase or otherwise to grant options upon any unissued shares of the
          Company.

     (10) To sell, lease or otherwise dispose of the undertaking of the Company
          or any part thereof or all or any part of the property of the Company
          for such consideration as the Company may think fit, and in particular
          for shares (fully or partly paid), debentures, stocks or securities of
          any other company having objects altogether or in part similar to
          those of the Company and generally on such terms as the Company may
          determine, and to hold, deal with or dispose of any consideration so
          received.

     (11) Generally to sell, improve, manage, develop, exchange, lease,
          mortgage, enfranchise, dispose of, turn to account or otherwise deal
          with all or any part of the property and rights of the Company
          including any investments and securities acquired or agreed to be
          acquired and generally to vary the investments and securities of the
          Company from time to time.

     (12) To take, accept, enforce, release or deal with any security for any
          moneys owing or to become owing to the Company, or for any liabilities
          incurred or to be

                                       2

<PAGE>

          incurred towards or by the Company by way of mortgage, pledge,
          hypothecation, deposit or otherwise howsoever of every kind of
          property or rights (including the security of shares in the Company).

     (13) To hold, maintain, improve and deal with as may seem expedient any
          property which the Company may become entitled to by foreclosure or
          otherwise, and for the purpose of better realising or dealing with any
          security to purchase or otherwise acquire the equity of redemption of
          any share or other interest in any property upon or in connection with
          which the Company may have any charge or lien.

     (14) To act as trustee for the holders of or otherwise in relation to any
          stocks, shares, debentures, debenture stock, bonds or other securities
          or obligations issued or to be issued by any government, state,
          principality, local or other authority, municipal or other
          corporation, company or association, and generally to undertake and
          execute any trusts (whether public or private), the undertaking
          whereof it may seem desirable to undertake, and to undertake and
          execute in the Republic of Ireland, Great Britain, Northern Ireland or
          elsewhere in the world where it may be lawful to do so, and either
          alone or jointly with others, and either in its own name or through or
          by means of a syndic or officer of or appointed by the Company, the
          office of receiver, trustee, custodian trustee, executor,
          administrator, committee, treasurer, comptroller, registrar, curator,
          accountant, or any other office of trust or confidence, and
          gratuitously or otherwise to perform and discharge the duties incident
          to any such office, and to transact all kinds of business arising in
          connection therewith, and to keep for any company, corporation,
          government, state, principality, authority or body (supreme,
          municipal, local or otherwise) any register relating to any stocks,
          funds, shares or securities, or any real or personal property of any
          kind, and to undertake any duties in relation thereto or to the
          registration of transfers, assignments, mortgages, charges, cautions,
          deeds, documents or things or the issue of certificates or otherwise,
          and to act as agent, attorney or nominee, solely or jointly for any
          person or persons, company, corporation, government, state,
          principality, authority or body (supreme, municipal, local or
          otherwise).

     (15) To make deposits, enter into recognizances and bonds, and otherwise to
          give security for the due execution and performance (whether by the
          Company or any syndic or officer of the Company or by any other
          company or any person) of the duties of executors, administrators,
          trustees, receivers, managers, committees or liquidators, or any other
          duties, or any contracts, agreements or obligations, and to effect and
          obtain insurances of every description, and (subject as hereinafter
          provided) generally to transact and carry on guarantee, fidelity,
          indemnity or insurance business of all kinds, and to effect counter
          guarantees and counter indemnities, and to transact all kinds of
          agency business.

     (16) To furnish or provide deposits, caution moneys and guarantee funds
          required in relation to any tender or application for any contract,
          concession, decree, enactment, property or privilege, or in relation
          to the carrying out of any contract, concession, decree or enactment.

                                       3

<PAGE>

     (17) To carry on the business of an investment and holding company and to
          invest the capital and other moneys of the Company in the purchase or
          upon the security of, or otherwise acquire and hold, any shares,
          stocks, debentures, debenture stocks, bonds, mortgages, obligations
          and securities of any kind issued or guaranteed by any company,
          corporation or undertaking of whatever nature and wheresoever
          constituted or incorporated or carrying on business and shares,
          stocks, debentures, debenture stocks, bonds, obligations and other
          securities issued or guaranteed by any government, sovereign ruler,
          commissioners, trust, local authority or other public body, whether at
          home or abroad; to acquire any such shares, stocks, bonds, mortgages,
          obligations and securities by subscription, syndicate participation,
          tender, purchase exchange or otherwise either conditionally or
          otherwise, and to underwrite or guarantee the subscription thereof and
          to exercise and enforce all rights and powers conferred by or incident
          to the ownership thereof and to act as managers of any syndicate.

     (18) To raise or borrow or secure the payment of money in such manner and
          on such terms as may seem expedient and in particular by the issue of
          mortgages, charges, debentures or debenture stock (perpetual or
          otherwise), and charged or not charged upon the whole or any part of
          the undertaking and property of the Company both present and future,
          including its uncalled capital, or by the issue of circular notes,
          bills, drafts and other instruments and securities (whether payable to
          bearer or otherwise), and to make the same or any of them assignable
          free from equities.

     (19) To issue warrants, documents of title and other mercantile instruments
          or indicia of title or possession against deposits of all kinds made
          with the Company.

     (20) To give any guarantee or become liable for the payment of money or for
          the performance of any obligation or undertaking of any kind,
          including but not limited to the guarantee of the payment of principal
          or interest or principal and interest or dividends upon any bonds,
          debentures, debenture stocks, mortgages, charges, obligations and
          securities or stocks or shares of any government, municipal, local or
          other authority, public or private body or company, whether
          incorporated or not incorporated and whether made or effected or
          acquired through the agency of the Company or otherwise.

     (21) To promote, seek, apply for and obtain any charter or letters patent
          to any Act, Provisional Order or decree of the Oireachtas or any
          parliament or legislative assembly or sovereign or any provisional or
          other order of any supreme, ministerial, municipal or local authority
          or other proper authority for enabling the Company to carry any of its
          objects into effect, or for effecting any modification of the
          Company's constitution, or for any other purpose which may seem
          expedient, and to oppose any proceedings or applications which may
          seem calculated, directly or indirectly, to prejudice the interests of
          the Company.

     (22) To enter into any arrangements with any government, states,
          principalities or authorities (supreme, municipal, local or otherwise)
          which may seem conducive to the objects of the Company or any of them,
          and to obtain from any such government, state, principality or
          authority, and thereafter to carry out, exercise, develop and
          otherwise deal with and turn to account any concessions, franchises,
          charters, patents, monopolies, privileges or rights whatsoever and
          wheresoever.

                                       4

<PAGE>

     (23) To procure the Company to be registered, licensed or recognised in
          Great Britain, in Northern Ireland and in any other country or place
          outside the Republic of Ireland.

     (24) To adopt such means of making known the business and services of the
          Company as may seem expedient, and in particular by advertising in the
          press and other accepted advertising media, by publishing brochures
          and by granting donations.

     (25) To take or concur in taking all such steps and proceedings as may seem
          best calculated to uphold and support the credit of the Company, and
          to obtain and justify public confidence, and to avert or minimise
          financial disturbances which might affect the Company.

     (26) To promote freedom of contract and to resist, insure against,
          counteract and discourage interference therewith, to join any lawful
          federation, union or association, or do any other lawful act or thing
          with a view to preventing or resisting directly or indirectly any
          interruption of or interference with the Company's or any other trade
          or business, or providing or safeguarding against the same, or
          resisting or opposing any strike movement or organisation which may be
          thought detrimental to the interests of the Company or its employees,
          and to subscribe to any association or fund for any such purposes.

     (27) To establish and maintain or procure the establishment and maintenance
          of any non-contributory or contributory pension or superannuation
          funds for the benefit of, and to give or procure the giving of
          donations, gratuities, pensions, allowances or emoluments to any
          persons who are or were at any time in the employment or service of
          the Company or of any company which is a subsidiary of the Company or
          is allied to or associated with the Company or with any such
          subsidiary, or who are or were at any time Directors or officers of
          the Company or of any such other company, as aforesaid, or any persons
          in whose welfare the Company or any such other company as aforesaid is
          or has been at any time interested and the wives, widows, families and
          dependants of any such persons, and also to establish and subsidise or
          subscribe to any institutions, associations, clubs or funds calculated
          to be for the benefit of or to advance the interests and well-being of
          the Company or of any other such company as aforesaid or of any such
          persons as aforesaid, and to make payments for or towards the
          insurance of any such persons as aforesaid and to subscribe or
          guarantee money for charitable or benevolent objects or for any
          exhibition or for any public, general or useful object, and to do any
          of the matters aforesaid either alone or in conjunction with any such
          other company as aforesaid.

     (28) To carry on the business of a trustee savings bank in all branches of
          such business.

     (29) To distribute any of the assets or property of the Company, whether
          upon a distribution of assets or a division of profits, among the
          members, in specie or otherwise, and to capitalise profits.

     (30) To do all or any of the above things in any part of the world and as
          principals, agents, contractors, trustees, or otherwise and by or
          through trustees, agents, branches, or otherwise, and either alone or
          in conjunction with others.

                                       5

<PAGE>

     (31) To do all such other things as are incidental or conducive to the
          attainment of the above objects.

     And it is hereby declared that the word "company" in this Clause except
     where used in reference to this Company shall be deemed to include any
     partnership or other body of persons, whether incorporated or not
     incorporated, and whether domiciled in the Republic of Ireland, Great
     Britain, Northern Ireland or elsewhere, and the intention is that the
     objects specified in each paragraph of this Clause shall, except where
     otherwise expressed in such paragraph, be independent main objects and
     shall be nowise limited or restricted by reference to or inference from the
     terms of any other paragraph or the name of the Company, but may be carried
     out in as full and ample a manner and construed in as wide a sense as if
     each of the said paragraphs defined the objects of a separate and distinct
     company provided always that the provisions of this Clause shall be subject
     to the Company's obtaining, where necessary, for the purpose of carrying
     any of its objects into effect, such licence, permit, or authority as may
     be required by law.

4.   The liability of the members is limited.

5.   The share capital of the Company is EUR625,200,000 divided into
     1,160,000,000 Ordinary Shares of EUR0.32 each and 200,000,000
     Non-Cumulative Preference Shares of EUR1.27 each, US$500,000,000 divided
     into 20,000,000 Non-Cumulative Preference Shares of US$25 each,
     Stg200,000,000 divided into 200,000,000 Non-Cumulative Preference Shares of
     Stg1 each and Yen 35,000,000,000 divided into 200,000,000 Non-Cumulative
     Preference Shares of Yen 175 each.

                                       6

<PAGE>

WE, the several persons whose names and addresses are subscribed, wish to be
formed into a Company, in pursuance of this Memorandum of Association, and we
agree to take the number of shares in the capital of the Company set opposite
our respective names.

Names, Addresses and Descriptions         Number of Shares taken
        of Subscribers                      by each Subscriber
---------------------------------         ----------------------
MICHAEL PETER LAVELLE,
27 Anne Devlin Avenue,
Rathfarnham,
Dublin 14.
Law Clerk.                                          One

IAN ALASTAIR McKENZIE,
32 Rathdown Park,
Terenure,
Dublin.
Solicitor's Assistant.                              One

Dated this 19th day of September, 1966.

Witness to the above signatures:


G. G. OVEREND,
31 Fitzwilliam Square,
Dublin 2.
Solicitor.

                                       7

<PAGE>

                          COMPANIES ACTS, 1963 to 2001

                             PUBLIC LIMITED COMPANY

                             ARTICLES OF ASSOCIATION

                                       of

                   ALLIED IRISH BANKS, public limited company

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

                                   PRELIMINARY

1.   The regulations in Table A in the First Schedule to the Companies Act, 1963
     shall not apply to the Company.

2.   In these Articles the words standing in the first column of the table next
     hereinafter contained shall bear the meanings set opposite to them
     respectively in the second column thereof, if not inconsistent with the
     subject or context --

--------------------------------------------------------------------------------
                   WORDS                                MEANINGS
--------------------------------------------------------------------------------
The Acts ........................  The Companies Acts, 1963 to 2001.

These Articles ..................  The new Articles of Association adopted by
                                   Special Resolution of the Company on 21st
                                   May 1997 and as varied or altered from time
                                   to time by similar resolution or by Ordinary
                                   Resolution where so provided by the Acts.

The Office ......................  The registered office for the time being of
                                   the Company.

The Seal ........................  The common seal of the Company (sometimes
                                   referred to as the "Corporate Seal") adopted
                                   pursuant to Section 18 of the Companies Act,
                                   1963 in use at the date of adoption of these
                                   Articles or a common seal substituted
                                   therefor from time to time pursuant to the
                                   Acts.

The Official Seal -- Securities..  The seal adopted by the Company pursuant to
                                   Section 3 of the Companies (Amendment) Act,
                                   1977 as an official seal for use in sealing
                                   securities issued by the Company and
                                   documents creating or evidencing securities
                                   so issued.

The Official Seal ...............  Any seal adopted by the Company pursuant to
                                   Section 41 of the Companies Act, 1963 as an
                                   official seal of the Company for use abroad.

                                       8

<PAGE>

Paid ............................  Paid and/or credited as paid.

Dividend ........................  Dividend and/or bonus.

In writing ......................  Written, printed, or represented in visible
                                   and legible form or produced or re-produced
                                   or presented in such form by electronic,
                                   lithographic, manual, mechanical,
                                   photographic or photostatic means or process
                                   and in particular by electronic
                                   communication within the meaning of Section
                                   2 of the Electronic Commerce Act, 2000.

Class Meeting ...................  A separate General Meeting of holders of one
                                   class of shares in the Company.

Chairman ........................  A Director appointed by the Directors to be
                                   Chairman of the Board of Directors for the
                                   time being (except in reference to
                                   proceedings at a general meeting when it
                                   shall mean the Chairman of the Meeting).

Deputy Chairman .................  A Director appointed by the Directors to be
                                   a Deputy Chairman or an additional Deputy
                                   Chairman of the Board of Directors for the
                                   time being.

The Directors ...................  The Board of Directors of the Company or the
                                   Directors present at a duly convened meeting
                                   of Directors at which a quorum is present.

Committee .......................  A Committee of the Directors appointed
                                   pursuant to the Articles of Association of
                                   the Company in force immediately prior to
                                   the adoption of these Articles (and not
                                   dissolved at the date of such adoption) and
                                   a Committee of Directors or Directors and
                                   Officers of the Company appointed by the
                                   Directors pursuant to Article 108 of these
                                   Articles.

Chief Executive .................  A person for the time being holding the
                                   office of Chief Executive Officer of the
                                   Company or Joint Chief Executive Officer
                                   under a contract of service with the
                                   Company.

Secretary .......................  A person (including the Secretary for the
                                   time being at the date of adoption of these
                                   Articles) appointed by the Directors
                                   pursuant to Section 175 of the Companies
                                   Act, 1963 to be the Secretary for the time
                                   being of the Company and shall include a
                                   Joint Secretary for the time being and an
                                   Assistant Secretary or an Acting Secretary
                                   for the time being when discharging the
                                   duties of the Secretary or of a Joint
                                   Secretary.

                                       9

<PAGE>

Group Law Agent .................  A person (including the Group Law Agent for
                                   the time being at the date of adoption of
                                   these Articles) who, being a solicitor
                                   qualified to practise and practising as
                                   such, enters (or has entered) into a
                                   contract of service or a contract for
                                   services with the Company pursuant to which
                                   as a first and paramount claim on his
                                   services he has agreed to act as chief legal
                                   adviser to the Company either on a
                                   whole-time or part-time basis; and in the
                                   absence of the Group Law Agent, or pending
                                   the appointment of a person to fill a
                                   vacancy in that position, shall include the
                                   Law Agent for the time being at the date of
                                   adoption of these Articles or a person who,
                                   under a contract or arrangement with the
                                   Company as aforesaid, from time to time,
                                   holds the position of Law Agent or Deputy or
                                   Assistant Law Agent.

Officer .........................  A person (including a Director, alternate
                                   Director, Chief Executive, and the
                                   Secretary) for the time being holding a
                                   recognised executive office under the
                                   Company or a person designated an Officer of
                                   the Company from time to time by resolution
                                   of the Directors.

The 1996 Regulations ............  The Companies Act, 1990 (Uncertificated
                                   Securities) Regulations 1996.

Stock Exchange ..................  A stock exchange upon which the Company has
                                   sought and obtained a listing for any of its
                                   shares.

Words importing the singular number only shall include the plural number, and
vice versa.

Words importing the masculine gender only shall include the feminine gender.

Words importing persons shall include corporations.

References to any statute or statutory provision shall be construed as relating
to any statutory modification or re-enactment thereof from time to time.

In these Articles "EUR" and "c" shall refer to euro and cent respectively, "Stg"
shall refer to pounds sterling and pence in United Kingdom Currency, "US$" and
"$" shall refer to United States Dollars and "Yen" shall refer to Japanese
Currency.

A Special Resolution shall be effective for any purpose for which an Ordinary
Resolution is expressed to be required under any provision of these Articles.

Subject as aforesaid, any words or expressions defined in the Acts shall, if not
inconsistent with the subject or context, bear the same meanings in these
Articles.

                                     CAPITAL

3.   The share capital of the Company is EUR625,200,000 divided into
     1,160,000,000 Ordinary Shares of EUR0.32 each and 200,000,000
     Non-Cumulative Preference Shares of EUR1.27 each ("euro Preference
     Shares"), US$500,000,000 divided into 20,000,000 Non-Cumulative Preference
     Shares of US$25 each ("Dollar Preference Shares"),

                                       10

<PAGE>

     Stg200,000,000 divided into 200,000,000 Non-Cumulative Preference Shares of
     Stg1 each ("Sterling Preference Shares") and Yen 35,000,000,000 divided
     into 200,000,000 Non-Cumulative Preference Shares of Yen 175 each ("Yen
     Preference Shares").

4.   Subject to the provisions of the Acts and without prejudice to any special
     rights for the time being conferred on the holders of any existing shares
     or class of shares, any share in the Company may be issued with such
     preferred, deferred or other special rights, or such restrictions, whether
     in regard to dividend, return of capital, voting or otherwise as the
     Company may by Ordinary Resolution determine or as the Directors may from
     time to time determine pursuant to any power conferred on them by these
     Articles, and any Preference Share may be issued on the terms that it is or
     at the option of the Company is to be liable, to be redeemed on such terms
     and in such manner as the Company may by Special Resolution determine.

4A.  The rights attaching to the Dollar Preference Shares shall be as
     follows:-

     (A)  General

          The Dollar Preference Shares shall rank pari passu inter se and with
          the Sterling Preference Shares, the euro Preference Shares and the Yen
          Preference Shares as regards the right to receive dividends and the
          rights on winding up of, or other return of capital by, the Company.
          Notwithstanding the provisions of Article 5 and subject as provided in
          paragraphs (B) to (H) of this Article, the Dollar Preference Shares
          may be issued with such rights and privileges, and subject to such
          restrictions and limitations, as the Directors shall determine in the
          resolution approving the issue of such shares and in particular (but
          without prejudice to the generality of the foregoing), the Directors
          may (without prejudice to the authority conferred by sub-paragraph (D)
          (5) of this Article), pursuant to the authority given by the passing
          of the resolution to adopt this Article, consolidate and divide and/or
          sub-divide any Dollar Preference Shares into shares of a larger or
          smaller amount (and so that the provisions of Article 51 shall, where
          relevant, apply to any such consolidation, division or sub-division).
          Whenever the Directors have power under this Article to determine any
          of the rights, privileges, limitations or restrictions attached to any
          of the Dollar Preference Shares, the rights, privileges, limitations
          or restrictions so determined need not be the same as those attached
          to the Dollar Preference Shares which have then been allotted or
          issued. Without prejudice to Article 5(b), each issue of Dollar
          Preference Shares carrying rights, privileges, limitations or
          restrictions that are not the same as those attached to the Dollar
          Preference Shares which have then been allotted or issued shall
          constitute a separate class of shares.

     (B)  Income

          (1)   The Dollar Preference Shares shall (subject to the further
                provisions of this paragraph) entitle the holders thereof (the
                "Dollar Preference Shareholders") to receive a non-cumulative
                preferential dividend (the "Preference Dividend"), which shall
                be calculated at such annual rate (whether fixed or variable)
                and shall be payable on such dates and on such other terms and
                conditions as may be determined by the Directors prior to
                allotment thereof.

          (2)  The following shall apply in relation to any particular Dollar
               Preference Shares (the "Relevant Dollar Preference Shares") if so
               determined by the Directors prior to the allotment thereof:-

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<PAGE>

               (a)  The Relevant Dollar Preference Shares shall rank as regards
                    the right to receive dividends pari passu with the Sterling
                    Preference Shares, the euro Preference Shares and the Yen
                    Preference Shares and with any further preference shares
                    created and issued pursuant to sub-paragraph (e) below and
                    otherwise in priority to any Ordinary Shares in the capital
                    of the Company.

               (b)  If, on any date on which an instalment of the Preference
                    Dividend would fall to be paid under sub-paragraph (B) (1)
                    above on any Relevant Dollar Preference Shares, the
                    distributable profits and distributable reserves of the
                    Company are together insufficient to enable payment in full
                    to be made of such instalment and, if applicable, of any
                    instalments of dividends payable on such date on any other
                    preference shares ranking pari passu with the Relevant
                    Dollar Preference Shares as regards dividend, then none of
                    the said instalments shall be paid. If it shall subsequently
                    appear that any instalment of the Preference Dividend or of
                    any such other preferential dividend which has been paid
                    should not, in accordance with the provisions of this
                    sub-paragraph, have been so paid, then, provided the
                    Directors shall have acted in good faith, they shall not
                    incur any liability for any loss which any shareholder may
                    suffer in consequence of such payment having been made;

               (c)  Where any instalment of the Preference Dividend on any
                    Relevant Dollar Preference Shares is payable, the Directors
                    shall, subject to sub-paragraph (b) above, resolve to make
                    payment of such instalment in cash, provided however that
                    such instalment shall not be payable in cash if, in the
                    judgement of the Directors, after consultation with the
                    Central Bank of Ireland, the payment of such instalment in
                    cash would breach or cause a breach of the Central Bank of
                    Ireland's capital adequacy requirements from time to time
                    applicable to the Company;

               (d)  Subject to the right to be allotted additional Dollar
                    Preference Shares in accordance with sub-paragraph (e)
                    below, the Relevant Dollar Preference Shares shall carry no
                    further right to participate in the profits and reserves of
                    the Company other than the Preference Dividend and if on any
                    occasion an instalment of the Preference Dividend is not
                    paid in cash for the reasons described in sub-paragraph (b)
                    or sub-paragraph (c) above, the Dollar Preference
                    Shareholders shall have no claim in respect of such
                    instalment;

               (e)  (i)  The provisions of this sub-paragraph shall apply where
                         any instalment of the Preference Dividend payable on a
                         particular date on the Relevant Dollar Preference
                         Shares is, for the reasons specified in sub-paragraph
                         (b) or sub-paragraph (c) above, not to be paid in cash
                         and the amount (if any) standing to the credit of the
                         profit and loss account of the Company together with
                         the amount of the reserves of the Company available for
                         the purpose are sufficient to enable the allotments of
                         additional preference shares referred to in the further
                         provisions of this sub-paragraph to be made in full;

                                       12

<PAGE>

                    (ii) For the purposes of this sub-paragraph:-

                         "Relevant Shares" means Relevant Dollar Preference
                         Shares and any preference shares of the Company
                         carrying similar rights to those set out in this
                         sub-paragraph (e) and ranking pari passu with the
                         Relevant Dollar Preference Shares as regards dividend
                         in respect of which an instalment of preference
                         dividend which would have been payable on the same date
                         as a Relevant Instalment on Relevant Dollar Preference
                         Shares is not to be paid in cash; and

                         "Relevant Instalment" means an instalment of preference
                         dividend which is not to be paid in cash on Relevant
                         Shares on any occasion for the reasons specified in
                         sub-paragraph (b) or sub-paragraph (c) above;

                         and, where a member holds Relevant Shares of more than
                         one class, the provisions of this sub-clause shall be
                         interpreted and applied separately in respect of each
                         class of Relevant Shares held by him;

                    (iii) Each holder of Relevant Shares shall, on the date for
                         payment of the Relevant Instalment, had such instalment
                         been paid in cash, be allotted such additional nominal
                         amount of preference shares of the class in question,
                         credited as fully paid, as is equal to an amount
                         determined by multiplying the cash amount of the
                         Relevant Instalment that would have been payable to
                         him, had such instalment been payable in cash
                         (exclusive of any associated tax credit) by a factor to
                         be determined by the Directors prior to allotment of
                         the Relevant Shares. The Company shall not issue
                         fractions of a preference share of any class
                         ("Fractional Shares") on any such allotment of
                         additional preference shares. In lieu of any Fractional
                         Shares each holder of Relevant Shares otherwise
                         entitled to receive a Fractional Share shall receive a
                         payment in cash equal to such holder's proportionate
                         interest in the net proceeds from the sale or sales in
                         the open market by the Company, on behalf of all such
                         holders, of the aggregate of the preference shares of
                         the relevant class equal in nominal amount to the
                         aggregate amount of all Fractional Shares of the
                         relevant class otherwise payable as a dividend rounded
                         down to the nearest integral multiple of the par value
                         of such preference shares, provided that the Company
                         shall not be obliged to make any such payment where the
                         entitlement of the relevant holder is less than US$10.
                         Such sale shall be effected promptly after the record
                         date fixed for determining the holders entitled to
                         payment of the Preference Dividend. A holder receiving
                         an allotment of additional preference shares in terms
                         of this sub-paragraph shall not be entitled to receive
                         any part of the Relevant Instalment relating to
                         Relevant Shares of that class in cash;

                    (iv) For the purpose of paying up preference shares to
                         be allotted on any occasion pursuant to this
                         sub-paragraph, the Directors shall capitalise out
                         of the sums standing to the credit of the profit
                         and loss account of the Company and/or to the
                         credit of the Company's reserve accounts available
                         for the purpose, as the Directors may determine
                         (including any reserve denominated in euro and
                         permitted by law to be so appropriated), a sum
                         equal to the aggregate nominal amount of the
                         additional preference shares then to be allotted
                         and shall apply the same in paying up in full the
                         appropriate amount of unissued preference shares
                         of the class or classes in question. Any such
                         capitalisation shall be deemed to be authorised by
                         the resolution adopting this Article and

                                       13

<PAGE>

                         the provisions of Article 131 shall apply mutatis
                         mutandis to any such capitalisation;

                    (v)  The additional preference shares so allotted shall rank
                         pari passu in all respects with the fully paid Relevant
                         Shares of the same class then in issue save only as
                         regards participation in the Relevant Instalment;

               (f)  The Directors shall undertake and do such acts and things as
                    they may consider necessary or expedient for the purpose of
                    giving effect to the provisions of sub-paragraph (e). In
                    particular, but without limitation, the Directors shall
                    maintain sufficient unissued share capital available and
                    sufficient authority under Section 20 of the Companies
                    (Amendment) Act, 1983 to enable additional preference shares
                    to be allotted. If any additional preference shares falling
                    to be allotted pursuant to such sub-paragraph cannot be
                    allotted by reason of any insufficiency in the Company's
                    authorised share capital or in the amount of relevant
                    securities which the Directors are authorised to allot in
                    accordance with Section 20 of the Companies (Amendment) Act,
                    1983, the Directors shall convene a General Meeting to be
                    held as soon as practicable, for the purpose of considering
                    a resolution or resolutions effecting an appropriate
                    increase in the authorised share capital and granting the
                    Directors appropriate authority to allot relevant
                    securities. The Dollar Preference Shares shall not confer
                    the right to participate in any issue of shares on
                    capitalisation of reserves except as provided in
                    sub-paragraph (e) above.

     (C)  Capital

          (1)  On a winding up of, or other return of capital (other than on a
               redemption of shares of any class in the capital of the Company)
               by, the Company, the Dollar Preference Shareholders shall in
               respect of the Dollar Preference Shares held by them be entitled
               to receive in US Dollars, out of the surplus assets available for
               distribution to the Company's members, an amount equal to the
               amount paid up or credited as paid up on the Dollar Preference
               Shares (including any premium paid to the Company in respect
               thereof).

          (2)  In addition to the amount repayable on the Dollar Preference
               Shares pursuant to sub-paragraph (1) above there shall be
               payable:-

               (a)  a sum equal to the amount of any Preference Dividend which
                    is due for payment after the date of commencement of the
                    winding up or other return of capital but which is payable
                    in respect of a period ending on or before such date and the
                    amount of any Preference Dividend which would have been
                    payable by the Company in accordance with paragraph (B) of
                    this Article in respect of the period commencing with the
                    fixed dividend payment date which shall most recently have
                    occurred prior to the winding up of the Company or the date
                    of return of capital, as the case may be, and ending with
                    the date of such return of capital, whether on a winding up
                    or otherwise, as though such period had been one in relation
                    to which an instalment of the Preference Dividend would have
                    been payable pursuant to paragraph (B), but subject always
                    to the provisions of subparagraphs (2) (b), (c) and (d) of
                    paragraph (B); and

                                       14

<PAGE>

               (b)  subject thereto, such premium (if any) as may be determined
                    by the Directors prior to allotment thereof (and so that the
                    Directors may determine that such premium is payable only in
                    specified circumstances and/or that such premium shall be of
                    variable amount depending on the timing and circumstances of
                    such return of capital).

          (3)  The amounts payable or repayable under sub-paragraphs (1) and (2)
               of this paragraph (C) in the event of a winding up of, or other
               return of capital (other than on a redemption of shares of any
               class in the capital of the Company) by, the Company, shall be so
               paid pari passu with any amounts payable or repayable in that
               event upon or in respect of any further preference shares of the
               Company ranking pari passu with the Dollar Preference Shares as
               regards repayment of capital, and shall be so paid in priority to
               any repayment of capital on any other class of shares of the
               Company. The Dollar Preference Shareholders shall not be entitled
               in respect of the Dollar Preference Shares held by them to any
               further or other right of participation in the assets of the
               Company (and Article 151 shall be construed accordingly).

     (D)  Redemption

          (1)  Unless otherwise determined by the Directors in relation to any
               particular Dollar Preference Shares prior to allotment thereof,
               the Dollar Preference Shares shall, subject to the provisions of
               the Acts, be redeemable at the option of the Company. In the case
               of any particular Dollar Preference Shares which are to be so
               redeemable:-

               (a)  such shares shall be redeemable at par together with the sum
                    which would have been payable pursuant to paragraph (C) of
                    this Article (other than sub-paragraph (C) (2) (b)) if the
                    date fixed for redemption had been the date of a return of
                    capital on a winding up of the Company;

               (b)  such shares shall be redeemable during such period as the
                    Directors shall prior to allotment thereof determine,
                    commencing with the first date on which a dividend is
                    payable on such shares or with such later date as the
                    Directors shall prior to allotment thereof determine; and

               (c)  prior to allotment of such shares, the Directors shall
                    determine whether the Company may redeem (i) all (but not
                    merely some) of such shares or (ii) all or any of such
                    shares, and the basis on which any necessary selection of
                    such shares for redemption is to be made from time to time.

          (2)  The Company shall give to the holders of the Dollar Preference
               Shares to be redeemed not less than 30 days' and not more than 60
               days' notice in writing of the date on which such redemption is
               to be effected. Such notice shall specify the redemption date and
               the place at which the certificates for such Dollar Preference
               Shares are to be presented for redemption and upon such date each
               of such holders shall be bound to deliver to the Company at such
               place the certificates for such of those Dollar Preference Shares
               as are held by him. Upon such delivery, the Company shall pay to
               such holder the amount due to him in respect of such redemption
               and shall cancel the certificates so delivered. If any such
               certificate includes any Dollar Preference Shares not redeemable
               on that occasion, a fresh certificate for such shares shall be
               issued to the holder without charge upon cancellation of the
               existing certificate.

                                       15

<PAGE>

          (3)  As from the date fixed for redemption, no Preference Dividend
               shall be payable on the Dollar Preference Shares to be redeemed
               except on any such shares in respect of which, upon due
               presentation of the certificate relating thereto, payment of the
               moneys due at such redemption shall be improperly refused, in
               which event, the Preference Dividend shall continue to accrue on
               and from the date fixed for redemption down to, but not
               including, the date of payment of such redemption moneys.

          (4)  The receipt of the registered holder for the time being of any
               Dollar Preference Shares or, in the case of joint registered
               holders, the receipt of any of them for the moneys payable on
               redemption thereof shall constitute an absolute discharge to the
               Company in respect thereof.

          (5)  Upon the redemption of any Dollar Preference Share or Shares, the
               Directors may (pursuant to the authority given by the passing of
               the resolution to adopt this Article) consolidate and divide
               and/or sub-divide the authorised preference share capital
               existing as a consequence of such redemption into shares of any
               other class of share capital into which the authorised share
               capital of the Company is or may at that time be divided of a
               like nominal amount (as nearly as may be) and in the same
               currency as the Dollar Preference Shares so redeemed or into
               unclassified shares of the same nominal amount and in the same
               currency as the Dollar Preference Shares so redeemed (and so that
               the provisions of Article 51 shall, where relevant, apply to any
               such consolidation and division or sub-division).

     (E)  Voting

          (1)  The Dollar Preference Shareholders shall be entitled to receive
               notice of any General Meeting of the Company and a copy of every
               circular or other like document sent out by the Company to the
               holders of Ordinary Shares and to attend any General Meeting of
               the Company but shall not, in respect of the Dollar Preference
               Shares, be entitled to speak or vote upon any resolution other
               than:-

               (a)  a resolution for winding up the Company; or

               (b)  a resolution varying, altering or abrogating any of the
                    rights, privileges, limitations or restrictions attached to
                    the Dollar Preference Shares;

               unless at the date of such meeting the most recent instalment of
               the Preference Dividend due to be paid prior to such meeting
               shall not have been paid in cash in which event the Dollar
               Preference Shareholders shall be entitled to speak and vote on
               all resolutions proposed at such meeting. For the avoidance of
               doubt, unless otherwise provided by its terms of issue and
               without prejudice to the rights attached to the Dollar Preference
               Shares to participate in any return of capital, the rights
               attached to any Dollar Preference Share shall not be deemed to be
               varied, altered or abrogated by a reduction in any share capital
               ranking as regards participation in the profits and assets of the
               Company pari passu with or after such Dollar Preference Shares or
               by any redemption of any such share capital, unless, in either of
               the foregoing cases, the then most recent dividend due to be paid
               on each class of preference share in the capital of the Company
               prior to such reduction or redemption shall not have been paid in
               cash.

                                       16

<PAGE>

          (2)  (a)  At a separate General Meeting of the Dollar Preference
                    Shareholders, on a show of hands each Dollar Preference
                    Shareholder present in person shall have one vote and on a
                    poll each Dollar Preference Shareholder present in person or
                    by proxy shall have one vote in respect of each US$1 of
                    Dollar Preference Share capital held by him; and

               (b)  Whenever the Dollar Preference Shareholders are entitled to
                    vote at a General Meeting of the Company then, on a show of
                    hands, each Dollar Preference Shareholder present in person
                    shall have one vote and on a poll each Dollar Preference
                    Shareholder present in person or by proxy shall have such
                    number of votes in respect of each Dollar Preference Share
                    held by him as the Directors may determine prior to the
                    allotment of such shares.

          (3)  On a relevant requisition given in accordance with the provisions
               of subparagraph (4) below, the Directors shall procure that an
               Extraordinary General Meeting of the Company shall be convened
               forthwith.

          (4)  A "relevant requisition" is a requisition:-

               (a)  which has been signed by or on behalf of the holders of a
                    majority of the Dollar Preference Shares in issue at the
                    date of such requisition; and

               (b)  which states the objects of the meeting to be convened;

               and a relevant requisition may consist of several documents in
               like form each signed by or on behalf of one or more of the
               requisitionists.

          (5)  The right to requisition a General Meeting of the Company
               contained in this paragraph (E) shall be exercisable only at a
               time when the most recent instalment of the Preference Dividend
               due to be paid prior to such requisition shall not have been paid
               in cash.

          (6)  The Directors shall procure that, on any resolution at a General
               Meeting of the Company upon which the Dollar Preference
               Shareholders are entitled to vote and on each resolution at a
               separate General Meeting of the Dollar Preference Shareholders, a
               poll is demanded by the Chairman of such meeting in accordance
               with these Articles.

     (F)  Restriction on Capitalisations and Issues of Securities

          The following shall apply in relation to any particular Dollar
          Preference Shares (the "Relevant Dollar Preference Shares") if so
          determined by the Directors prior to allotment thereof. Save with the
          written consent of the holders of not less than 66 2/3% in nominal
          value of the Relevant Dollar Preference Shares, or with the sanction
          of a resolution passed at a separate General Meeting of the holders of
          the Relevant Dollar Preference Shares where holders of not less than
          66 2/3% in nominal value of the Relevant Dollar Preference Shares have
          voted in favour of such resolution, the Directors shall not (i)
          pursuant to Articles 130 and 131 capitalise any part of the amounts
          available for distribution and referred to in such Articles if after
          such capitalisation the aggregate of such amounts would be less than a
          multiple, determined by the Directors prior to the allotment of the
          Relevant Dollar Preference Shares, of the aggregate amount of the
          annual dividends (exclusive of any associated tax credit) payable on
          the Dollar Preference Shares then in issue and any other preference
          shares then in issue ranking as

                                       17

<PAGE>

          regards the right to receive dividends or the rights on winding up of,
          or other return of capital by, the Company, pari passu with or in
          priority to the Relevant Dollar Preference Shares, or (ii) authorise
          or create, or increase the amount of, any shares of any class or any
          security convertible into the shares of any class ranking as regards
          the right to receive dividends or the rights on winding up of, or
          other return of capital by, the Company, in priority to the Relevant
          Dollar Preference Shares.

     (G)  Further Preference Shares

          The Company may from time to time create and issue further preference
          shares ranking as regards participation in the profits and assets of
          the Company pari passu with the Dollar Preference Shares and so that
          any such further preference shares may be denominated in any currency
          and may carry as regards participation in the profits and assets of
          the Company rights identical in all respects to those attaching to the
          Dollar Preference Shares or rights differing therefrom in any respect
          including, but without prejudice to the generality of the foregoing:-

          (1)  the rate of dividend may differ and the dividend may be
               cumulative or non-cumulative;

          (2)  the periods by reference to which dividend is payable may differ;

          (3)  a premium may be payable on a return of capital or there may be
               no such premium;

          (4)  the further preference shares may be redeemable at the option of
               the Company or the holder or may be non-redeemable or may be
               redeemable at different dates and on different terms from those
               applying to the Dollar Preference Shares; and

          (5)  the further preference shares maybe convertible into Ordinary
               Shares or any other class of shares ranking as regards
               participation in the profits and assets of the Company pari passu
               with or after such Dollar Preference Shares, in each case on such
               terms and conditions as may be prescribed by the terms of issue
               thereof.

          The creation or issue of, or the variation, alteration or abrogation
          of or addition to the rights, privileges, limitations or restrictions
          attaching to, any shares of the Company ranking after the Dollar
          Preference Shares as regards participation in the profits and assets
          of the Company and, provided that, on the date of such creation or
          issue, the most recent instalment of the dividend due to be paid on
          each class of preference share in the capital of the Company prior to
          such date shall have been paid in cash, the creation or issue of
          further preference shares ranking pari passu with the Dollar
          Preference Shares as provided for above shall be deemed not to be a
          variation, alteration or abrogation of the rights, privileges,
          limitations or restrictions attached to the Dollar Preference Shares.
          If any further preference shares of the Company shall have been
          issued, then any subsequent variation, alteration or abrogation of or
          addition to the rights, privileges, limitations or restrictions
          attaching to any of such further preference shares shall be deemed not
          to be a variation, alteration or abrogation of the rights, privileges,
          limitations or restrictions attaching to the Dollar Preference Shares
          provided that the rights attaching to such further preference shares
          thereafter shall be such that the creation and issue by the Company of
          further preference shares carrying those rights would have been
          permitted under this paragraph.

                                       18

<PAGE>

     (H)  Variation of Class Rights

          Subject to the Acts and without prejudice to Article 5 (b), the
          rights, privileges, limitations or restrictions attached to the Dollar
          Preference Shares (or any class thereof) may be varied, altered or
          abrogated, either whilst the Company is a going concern or during or
          in contemplation of a winding up, with the written consent of the
          holders of not less than 66 2/3% in nominal value of such class of
          shares or with the sanction of a resolution passed at a class meeting
          of holders of such classes of shares provided that the holders of not
          less than 66 2/3% in nominal value of such class of shares vote in
          favour of such resolution.

4B. The rights attaching to the Sterling Preference Shares shall be as follows:-

     (A)  General

     The Sterling Preference Shares shall rank pari passu inter se and with the
     Dollar Preference Shares, the euro Preference Shares and the Yen Preference
     Shares as regards the right to receive dividends and the rights on a
     winding up of, or other return of capital by, the Company. Notwithstanding
     the provisions of Article 5 and subject as provided in paragraphs (B) to
     (G) of this Article, the Sterling Preference Shares may be issued with such
     rights and privileges, and subject to such restrictions and limitations, as
     the Directors shall determine in the resolution approving the issue of such
     shares and in particular (but without prejudice to the generality of the
     foregoing), the Directors may (without prejudice to the authority conferred
     by sub-paragraph (D) (5) of this Article), pursuant to the authority given
     by the passing of the resolution to adopt this Article, consolidate and
     divide and/or sub-divide any Sterling Preference Shares into shares of a
     larger or smaller amount (and so that the provisions of Article 51 shall,
     where relevant, apply to any such consolidation, division or sub-division).
     Whenever the Directors have power under this Article to determine any of
     the rights, privileges, limitations or restrictions attached to any of the
     Sterling Preference Shares, the rights, privileges, limitations or
     restrictions so determined need not be the same as those attached to the
     Sterling Preference Shares which have then been allotted or issued. Without
     prejudice to Article 5(c), each issue of Sterling Preference Shares
     carrying rights, privileges, limitations or restrictions that are not the
     same as those attached to the Sterling Preference Shares which have then
     been allotted or issued shall constitute a separate class of shares.

     (B)  Income

          (1)  The Sterling Preference Shares shall (subject to the further
               provisions of this paragraph) entitle the holders thereof (the
               "Sterling Preference Shareholders") to receive a non-cumulative
               preferential dividend (the "Preference Dividend"), which shall be
               calculated at such annual rate (whether fixed or variable) and
               shall be payable on such dates and on such other terms and
               conditions as may be determined by the Directors prior to
               allotment thereof.

          (2)  The following shall apply in relation to any particular Sterling
               Preference Shares (the "Relevant Sterling Preference Shares") if
               so determined by the Directors prior to the allotment thereof:-

               (a)  The Relevant Sterling Preference Shares shall rank as
                    regards the right to receive dividends pari passu with the
                    Dollar Preference Shares, the euro Preference Shares and the
                    Yen Preference Shares and with any further preference shares
                    created and issued pursuant to sub-paragraph (e) below and
                    otherwise in priority to any Ordinary Shares in the capital
                    of the Company;

                                       19

<PAGE>

               (b)  If, on any date on which an instalment of the Preference
                    Dividend would fall to be paid under sub-paragraph (B)(1)
                    above on any Relevant Sterling Preference Shares, the
                    distributable profits and distributable reserves of the
                    Company are together insufficient to enable payment in full
                    to be made of such instalment and, if applicable, of any
                    instalments of dividends payable on such date on any other
                    preference shares ranking pari passu with the Relevant
                    Sterling Preference Shares as regards dividend, then none of
                    the said instalments shall be paid. If it shall subsequently
                    appear that any instalment of the Preference Dividend or of
                    any such other preferential dividend which has been paid
                    should not, in accordance with the provisions of this
                    sub-paragraph, have been so paid, then, provided the
                    Directors shall have acted in good faith, they shall not
                    incur any liability for any loss which any shareholder may
                    suffer in consequence of such payment having been made;

               (c)  Where any instalment of the Preference Dividend on any
                    Relevant Sterling Preference Shares is payable, the
                    Directors shall, subject to sub-paragraph (b) above, resolve
                    to make payment of such instalment in cash, provided however
                    that such instalment shall not be payable in cash if, in the
                    judgement of the Directors, after consultation with the
                    Central Bank of Ireland, the payment of such instalment in
                    cash would breach or cause a breach of the Central Bank of
                    Ireland's capital adequacy requirements from time to time
                    applicable to the Company;

               (d)  Subject to the right to be allotted additional Sterling
                    Preference Shares in accordance with sub-paragraph (e)
                    below, the Relevant Sterling Preference Shares shall carry
                    no further right to participate in the profits and reserves
                    of the Company other than the Preference Dividend and if on
                    any occasion an instalment of the Preference Dividend is not
                    paid in cash for the reasons described in sub-paragraph (b)
                    or sub-paragraph (c) above, the Sterling Preference
                    Shareholders shall have no claim in respect of such
                    instalment;

               (e)  (i)  The provisions of this sub-paragraph shall apply where
                         any instalment of the Preference Dividend payable on a
                         particular date on the Relevant Sterling Preference
                         Shares is, for the reasons specified in sub-paragraph
                         (b) or sub-paragraph (c) above, not to be paid in cash
                         and the amount (if any) standing to the credit of the
                         profit and loss account of the Company together with
                         the amount of the reserves of the Company available for
                         the purpose are sufficient to enable the allotments of
                         additional preference shares referred to in the further
                         provisions of this sub-paragraph to be made in full;

                    (ii) For the purposes of this sub-paragraph:-

                         "Relevant Shares" means Relevant Sterling Preference
                         Shares and any preference shares of the Company
                         carrying similar rights to those set out in this
                         sub-paragraph (e) and ranking pari passu with the
                         Relevant Sterling Preference Shares as regards dividend
                         in respect of which an instalment of preference
                         dividend which would have been payable on the same date
                         as a Relevant Instalment on Relevant Sterling
                         Preference Shares is not to be paid in cash; and

                                       20

<PAGE>

                         "Relevant Instalment" means an instalment of preference
                         dividend which is not to be paid in cash on Relevant
                         Shares on any occasion for the reasons specified in
                         sub-paragraph (b) or sub-paragraph (c) above;

                         and, where a member holds Relevant Shares of more than
                         one class, the provisions of this sub-clause shall be
                         interpreted and applied separately in respect of each
                         class of Relevant Shares held by him;

                    (iii)Each holder of Relevant Shares shall, on the date for
                         payment of the Relevant Instalment, had such instalment
                         been paid in cash, be allotted such additional nominal
                         amount of preference shares of the class in question,
                         credited as fully paid, as is equal to an amount
                         determined by multiplying the cash amount of the
                         Relevant Instalment that would have been payable to
                         him, had such instalment been payable in cash,
                         (exclusive of any associated tax credit) by a factor to
                         be determined by the Directors prior to allotment of
                         the Relevant Shares. The Company shall not issue
                         fractions of a preference share of any class
                         ("Fractional Shares") on any such allotment of
                         additional preference shares. In lieu of any Fractional
                         Shares each holder of Relevant Shares otherwise
                         entitled to receive a Fractional Share shall receive a
                         payment in cash equal to such holder's proportionate
                         interest in the net proceeds from the sale or sales in
                         the open market by the Company, on behalf of all such
                         holders, of the aggregate of the preference shares of
                         the relevant class equal in nominal amount to the
                         aggregate amount of all Fractional Shares of the
                         relevant class otherwise payable as a dividend rounded
                         down to the nearest integral multiple of the par value
                         of such preference shares, provided that the Company
                         shall not be obliged to make any such payment where the
                         entitlement of the relevant holder is less than
                         Stg4. Such sale shall be effected promptly after
                         the record date fixed for determining the holders
                         entitled to payment of the Preference Dividend. A
                         holder receiving an allotment of additional preference
                         shares in terms of this sub-paragraph shall not be
                         entitled to receive any part of the Relevant Instalment
                         relating to Relevant Shares of that class in cash;

                    (iv) For the purpose of paying up preference shares to be
                         allotted on any occasion pursuant to this
                         sub-paragraph, the Directors shall capitalise out of
                         the sums standing to the credit of the profit and loss
                         account of the Company and/or to the credit of the
                         Company's reserve accounts available for the purpose,
                         as the Directors may determine (including any reserve
                         denominated in euro and permitted by law to be so
                         appropriated), a sum equal to the aggregate nominal
                         amount of the additional preference shares then to be
                         allotted and shall apply the same in paying up in full
                         the appropriate amount of unissued preference shares of
                         the class or classes in question. Any such
                         capitalisation shall be deemed to be authorised by the
                         resolution adopting this Article and the provisions of
                         Article 131 shall apply mutatis mutandis to any such
                         capitalisation;

                    (v)  The additional preference shares so allotted shall rank
                         pari passu in all respects with the fully paid Relevant
                         Shares of the same class then in issue save only as
                         regards participation in the Relevant Instalment;

                                       21

<PAGE>

               (f)  The Directors shall undertake and do such acts and things as
                    they may consider necessary or expedient for the purpose of
                    giving effect to the provisions of sub-paragraph (e). In
                    particular, but without limitation, the Directors shall
                    maintain sufficient unissued share capital available and
                    sufficient authority under Section 20 of the Companies
                    (Amendment) Act, 1983 to enable additional preference shares
                    to be allotted. If any additional preference shares falling
                    to be allotted pursuant to such sub-paragraph cannot be
                    allotted by reason of any insufficiency in the Company's
                    authorised share capital or in the amount of relevant
                    securities which the Directors are authorised to allot in
                    accordance with Section 20 of the Companies (Amendment) Act,
                    1983, the Directors shall convene a General Meeting to be
                    held as soon as practicable, for the purpose of considering
                    a resolution or resolutions effecting an appropriate
                    increase in the authorised share capital and granting the
                    Directors appropriate authority to allot relevant
                    securities. The Sterling Preference Shares shall not confer
                    the right to participate in any issue of shares on
                    capitalisation of reserves except as provided in
                    sub-paragraph (e) above.

     (C)  Capital

          (1)  On a winding up of, or other return of capital (other than on a
               redemption of shares of any class in the capital of the Company)
               by, the Company, the Sterling Preference Shareholders shall in
               respect of the Sterling Preference Shares held by them be
               entitled to receive in Sterling, out of the surplus assets
               available for distribution to the Company's members, an amount
               equal to the amount paid up or credited as paid up on the
               Sterling Preference Shares (including any premium paid to the
               Company in respect thereof).

          (2)  In addition to the amount repayable on the Sterling Preference
               Shares pursuant to sub-paragraph (1) above there shall be
               payable:-

               (a)  a sum equal to the amount of any Preference Dividend which
                    is due for payment after the date of commencement of the
                    winding up or other return of capital but which is payable
                    in respect of a period ending on or before such date and the
                    amount of any Preference Dividend which would have been
                    payable by the Company in accordance with paragraph (B) of
                    this Article in respect of the period commencing with the
                    fixed dividend payment date which shall most recently have
                    occurred prior to the winding up of the Company or the date
                    of return of capital, as the case may be, and ending with
                    the date of such return of capital, whether on a winding up
                    or otherwise, as though such period had been one in relation
                    to which an instalment of the Preference Dividend would have
                    been payable pursuant to paragraph (B), but subject always
                    to the provisions of sub-paragraphs (2) (b), (c) and (d) of
                    paragraph (B); and

               (b)  subject thereto, such premium (if any) as may be determined
                    by the Directors prior to allotment thereof (and so that the
                    Directors may determine that such premium is payable only in
                    specified circumstances and/or that such premium shall be of
                    variable amount depending on the timing and circumstances of
                    such return of capital).

                                       22

<PAGE>

          (3)  The amounts payable or repayable under sub-paragraphs (1) and (2)
               of this paragraph (C) in the event of a winding up of, or other
               return of capital (other than on a redemption of shares of any
               class in the capital of the Company) by, the Company, shall be so
               paid pari passu with any amounts payable or repayable in that
               event upon or in respect of any further preference shares of the
               Company ranking pari passu with the Sterling Preference Shares as
               regards repayment of capital, and shall be so paid in priority to
               any repayment of capital on any other class of shares of the
               Company. The Sterling Preference Shareholders shall not be
               entitled in respect of the Sterling Preference Shares held by
               them to any further or other right of participation in the assets
               of the Company (and Article 151 shall be construed accordingly).

     (D)  Redemption

          (1)  Unless otherwise determined by the Directors in relation to any
               particular Sterling Preference Shares prior to allotment thereof,
               the Sterling Preference Shares shall, subject to the provisions
               of the Acts, be redeemable at the option of the Company. In the
               case of any particular Sterling Preference Shares which are to be
               so redeemable:-

               (a)  such shares shall be redeemable at par together with the sum
                    which would have been payable pursuant to paragraph (C) of
                    this Article (other than sub-paragraph (C) (2) (b)) if the
                    date fixed for redemption had been the date of a return of
                    capital on a winding up of the Company;

               (b)  such shares shall be redeemable during such period as the
                    Directors shall prior to allotment thereof determine,
                    commencing with the first date on which a dividend is
                    payable on such shares or with such later date as the
                    Directors shall prior to allotment thereof determine; and

               (c)  prior to allotment of such shares, the Directors shall
                    determine whether the Company may redeem (i) all (but not
                    merely some) of such shares or (ii) all or any of such
                    shares, and the basis on which any necessary selection of
                    such shares for redemption is to be made from time to time.

          (2)  The Company shall give to the holders of the Sterling Preference
               Shares to be redeemed not less than 30 days' and not more than 60
               days' notice in writing of the date on which such redemption is
               to be effected. Such notice shall specify the redemption date and
               the place at which the certificates for such Sterling Preference
               Shares are to be presented for redemption and upon such date each
               of such holders shall be bound to deliver to the Company at such
               place the certificates for such of those Sterling Preference
               Shares as are held by him. Upon such delivery, the Company shall
               pay to such holder the amount due to him in respect of such
               redemption and shall cancel the certificates so delivered. If any
               such certificate includes any Sterling Preference Shares not
               redeemable on that occasion, a fresh certificate for such shares
               shall be issued to the holder without charge upon cancellation of
               the existing certificate.

          (3)  As from the date fixed for redemption, no Preference Dividend
               shall be payable on the Sterling Preference Shares to be redeemed
               except on any such shares in respect of which, upon due
               presentation of the certificate relating thereto, payment of the
               moneys due at such redemption shall be improperly refused, in
               which event, the Preference Dividend shall continue to accrue on
               and from the date fixed for redemption down to, but not
               including, the date of payment of such redemption moneys.

                                       23

<PAGE>

          (4)  The receipt of the registered holder for the time being of any
               Sterling Preference Shares or, in the case of joint registered
               holders, the receipt of any of them for the moneys payable on
               redemption thereof shall constitute an absolute discharge to the
               Company in respect thereof.

          (5)  Upon the redemption of any Sterling Preference Share or Shares,
               the Directors may (pursuant to the authority given by the passing
               of the resolution to adopt this Article) consolidate and divide
               and/or sub-divide the authorised preference share capital
               existing as a consequence of such redemption into shares of any
               other class of share capital into which the authorised share
               capital of the Company is or may at that time be divided of a
               like nominal amount (as nearly as may be) and in the same
               currency as the Sterling Preference Shares so redeemed or into
               unclassified shares of the same nominal amount and in the same
               currency as the Sterling Preference Shares so redeemed (and so
               that the provisions of Article 51 shall, where relevant, apply to
               any such consolidation and division or sub-division).

     (E)  Voting

          (1)  The Sterling Preference Shareholders shall be entitled to receive
               notice of any General Meeting of the Company and a copy of every
               circular or other like document sent out by the Company to the
               holders of Ordinary Shares and to attend any General Meeting of
               the Company but shall not, in respect of the Sterling Preference
               Shares, be entitled to speak or vote upon any resolution other
               than:-

               (a)  a resolution for winding up the Company; or

               (b)  a resolution varying, altering or abrogating any of the
                    rights, privileges, limitations or restrictions attached to
                    the Sterling Preference Shares;

               unless at the date of such meeting the most recent instalment of
               the Preference Dividend due to be paid prior to such meeting
               shall not have been paid in cash in which event the Sterling
               Preference Shareholders shall be entitled to speak and vote on
               all resolutions proposed at such meeting. For the avoidance of
               doubt, unless otherwise provided by its terms of issue and
               without prejudice to the rights attached to the Sterling
               Preference Shares to participate in any return of capital, the
               rights attached to any Sterling Preference Share shall not be
               deemed to be varied, altered or abrogated by a reduction in any
               share capital ranking as regards participation in the profits and
               assets of the Company pari passu with or after such Sterling
               Preference Shares or by any redemption of any such share capital,
               unless, in either of the foregoing cases, the then most recent
               dividend due to be paid on each class of preference share in the
               capital of the Company prior to such reduction or redemption
               shall not have been paid in cash.

          (2)  (a)  At a separate General Meeting of the Sterling Preference
                    Shareholders, on a show of hands each Sterling Preference
                    Shareholder present in person shall have one vote and on a
                    poll each Sterling Preference Shareholder present in person
                    or by proxy shall have one vote in respect of each
                    Stg1 of Sterling Preference Share capital held by
                    him; and

                                       24

<PAGE>

               (b)  Whenever the Sterling Preference Shareholders are entitled
                    to vote at a General Meeting of the Company then, on a show
                    of hands, each Sterling Preference Shareholder present in
                    person shall have one vote and on a poll each Sterling
                    Preference Shareholder present in person or by proxy shall
                    have such number of votes in respect of each Sterling
                    Preference Share held by him as the Directors may determine
                    prior to the allotment of such shares.

          (3)  On a relevant requisition given in accordance with the provisions
               of sub-paragraph (4) below, the Directors shall procure that an
               Extraordinary General Meeting of the Company shall be convened
               forthwith.

          (4)  A "relevant requisition" is a requisition:-

               (a)  which has been signed by or on behalf of the holders of a
                    majority of the Sterling Preference Shares in issue at the
                    date of such requisition; and

               (b)  which states the objects of the meeting to be convened;

               and a relevant requisition may consist of several documents in
               like form each signed by or on behalf of one or more of the
               requisitionists.

          (5)  The right to requisition a General Meeting of the Company
               contained in this paragraph (E) shall be exercisable only at a
               time when the most recent instalment of the Preference Dividend
               due to be paid prior to such requisition shall not have been paid
               in cash.

          (6)  The Directors shall procure that, on any resolution at a General
               Meeting of the Company upon which the Sterling Preference
               Shareholders are entitled to vote and on each resolution at a
               separate General Meeting of the Sterling Preference Shareholders,
               a poll is demanded by the Chairman of such meeting in accordance
               with these Articles.

     (F)  Restriction on Capitalisations and Issues of Securities

          The following shall apply in relation to any particular Sterling
          Preference Shares (the "Relevant Sterling Preference Shares") if so
          determined by the Directors prior to allotment thereof. Save with the
          written consent of the holders of not less than 66 2/3% in nominal
          value of the Relevant Sterling Preference Shares, or with the sanction
          of a resolution passed at a separate General Meeting of the holders of
          the Relevant Sterling Preference Shares where holders of not less than
          66 2/3% in nominal value of the Relevant Sterling Preference Shares
          have voted in favour of such resolution, the Directors shall not (i)
          pursuant to Articles 130 and 131 capitalise any part of the amounts
          available for distribution and referred to in such Articles if after
          such capitalisation the aggregate of such amounts would be less than a
          multiple, determined by the Directors prior to the allotment of the
          Relevant Sterling Preference Shares, of the aggregate amount of the
          annual dividends (exclusive of any associated tax credit) payable on
          the Sterling Preference Shares then in issue and any other preference
          shares then in issue ranking as regards the right to receive dividends
          or the rights on winding up of, or other return of capital by, the
          Company, pari passu with or in priority to the Relevant Sterling
          Preference Shares, or (ii) authorise or create, or increase the amount
          of, any shares of any class or any security convertible into the
          shares of any class ranking as regards the right to receive dividends
          or the rights on winding up of, or other return of capital by, the
          Company, in priority to the Relevant Sterling Preference Shares.

                                       25

<PAGE>

     (G)  Further Preference Shares

          The Company may from time to time create and issue further preference
          shares ranking as regards participation in the profits and assets of
          the Company pari passu with the Sterling Preference Shares and so that
          any such further preference shares may be denominated in any currency
          and may carry as regards participation in the profits and assets of
          the Company rights identical in all respects to those attaching to the
          Sterling Preference Shares or rights differing therefrom in any
          respect including, but without prejudice to the generality of the
          foregoing:-

          (1)  the rate of dividend may differ and the dividend may be
               cumulative or noncumulative;

          (2)  the periods by reference to which dividend is payable may differ;

          (3)  a premium may be payable on a return of capital or there may be
               no such premium;

          (4)  the further preference shares may be redeemable at the option of
               the Company or the holder or may be non-redeemable or may be
               redeemable at different dates and on different terms from those
               applying to the Sterling Preference Shares; and

          (5)  the further preference shares maybe convertible into Ordinary
               Shares or any other class of shares ranking as regards
               participation in the profits and assets of the Company pari passu
               with or after such Sterling Preference Shares, in each case on
               such terms and conditions as may be prescribed by the terms of
               issue thereof.

          The creation or issue of, or the variation, alteration or abrogation
          of or addition to the rights, privileges, limitations or restrictions
          attaching to, any shares of the Company ranking after the Sterling
          Preference Shares as regards participation in the profits and assets
          of the Company and, provided that, on the date of such creation or
          issue, the most recent instalment of the dividend due to be paid on
          each class of preference share in the capital of the Company prior to
          such date shall have been paid in cash, the creation or issue of
          further preference shares ranking pari passu with the Sterling
          Preference Shares as provided for above shall be deemed not to be a
          variation, alteration or abrogation of the rights, privileges,
          limitations or restrictions attached to the Sterling Preference
          Shares. If any further preference shares of the Company shall have
          been issued, then any subsequent variation, alteration or abrogation
          of or addition to the rights, privileges, limitations or restrictions
          attaching to any of such further preference shares shall be deemed not
          to be a variation, alteration or abrogation of the rights, privileges,
          limitations or restrictions attaching to the Sterling Preference
          Shares provided that the rights attaching to such further preference
          shares thereafter shall be such that the creation and issue by the
          Company of further preference shares carrying those rights would have
          been permitted under this paragraph.

                                       26

<PAGE>

4C.  The rights attaching to the euro Preference Shares shall be as follows:-

     (A)  General

          The euro Preference Shares shall rank pari passu inter se and with the
          Dollar Preference Shares, the Sterling Preference Shares and the Yen
          Preference Shares as regards the right to receive dividends and the
          rights on a winding up of, or other return of capital by, the Company.
          Notwithstanding the provisions of Article 5 and subject as provided in
          paragraphs (B) to (G) of this Article, the euro Preference Shares may
          be issued with such rights and privileges, and subject to such
          restrictions and limitations, as the Directors shall determine in the
          resolution approving the issue of such shares and in particular (but
          without prejudice to the generality of the foregoing), the Directors
          may (without prejudice to the authority conferred by sub-paragraph (D)
          (5) of this Article), pursuant to the authority given by the passing
          of the resolution to adopt this Article, consolidate and divide and/or
          sub-divide any euro Preference Shares into shares of a larger or
          smaller amount (and so that the provisions of Article 51 shall, where
          relevant, apply to any such consolidation, division or sub-division).
          Whenever the Directors have power under this Article to determine any
          of the rights, privileges, limitations or restrictions attached to any
          of the euro Preference Shares, the rights, privileges, limitations or
          restrictions so determined need not be the same as those attached to
          the euro Preference Shares which have then been allotted or issued.
          Without prejudice to Article 5(d), each issue of euro Preference
          Shares carrying rights, privileges, limitations or restrictions that
          are not the same as those attached to the euro Preference Shares which
          have then been allotted or issued shall constitute a separate class of
          shares.

     (B) Income

          (1)  The euro Preference Shares shall (subject to the further
               provisions of this paragraph) entitle the holders thereof (the
               "euro Preference Shareholders") to receive a non-cumulative
               preferential divided (the "Preference Dividend"), which shall be
               calculated at such annual rate (whether fixed or variable) and
               shall be payable on such dates and on such other terms and
               conditions as may be determined by the Directors prior to
               allotment thereof.

          (2)  The following shall apply in relation to any particular euro
               Preference Shares (the "Relevant euro Preference Shares") if so
               determined by the Directors prior to the allotment thereof:-

               (a)  The Relevant euro Preference Shares shall rank as regards
                    the right to receive dividends pari passu with the Dollar
                    Preference Shares, the Sterling Preference Shares and the
                    Yen Preference Shares and with any further preference shares
                    created and issued pursuant to sub-paragraph (e) below and
                    otherwise in priority to any Ordinary Shares in the capital
                    of the Company;

               (b)  If, on any date on which an instalment of the Preference
                    Dividend would fall to be paid under sub-paragraph (B) (1)
                    above on any Relevant euro Preference Shares, the
                    distributable profits and distributable reserves of the
                    Company are together insufficient to enable payment in full
                    to be made of such instalment and, if applicable, of any
                    instalments of dividends payable on such date on any other
                    preference shares ranking pari passu with the

                                       27

<PAGE>

                    Relevant euro Preference Shares as regards dividend, then
                    none of the said instalments shall be paid. If it shall
                    subsequently appear that any instalment of the Preference
                    Dividend or of any such other preferential dividend which
                    has been paid should not, in accordance with the provisions
                    of this subparagraph, have been so paid, then, provided the
                    Directors shall have acted in good faith, they shall not
                    incur any liability for any loss which any shareholder may
                    suffer in consequence of such payment having been made;

               (c)  Where any instalment of the Preference Dividend on any
                    Relevant euro Preference Shares is payable, the Directors
                    shall, subject to sub-paragraph (b) above, resolve to make
                    payment of such instalment in cash, provided however that
                    such instalment shall not be payable in cash if, in the
                    judgement of the Directors, after consultation with the
                    Central Bank of Ireland, the payment of such instalment in
                    cash would breach or cause a breach of the Central Bank of
                    Ireland's capital adequacy requirements from time to time
                    applicable to the Company;

               (d)  Subject to the right to be allotted additional euro
                    Preference Shares in accordance with sub-paragraph (e)
                    below, the Relevant euro Preference Shares shall carry no
                    further right to participate in the profits and reserves of
                    the Company other than the Preference Dividend and if on any
                    occasion an instalment of the Preference Dividend is not
                    paid in cash for the reasons described in sub-paragraph (b)
                    or sub-paragraph (c) above, the euro Preference Shareholders
                    shall have no claim in respect of such instalment;

               (e)  (i)  The provisions of this sub-paragraph shall apply where
                         any instalment of the Preference Dividend payable on a
                         particular date on the Relevant euro Preference Shares
                         is, for the reasons specified in sub-paragraph (b) or
                         sub-paragraph (c) above, not to be paid in cash and the
                         amount (if any) standing to the credit of the profit
                         and loss account of the Company together with the
                         amount of the reserves of the Company available for the
                         purpose are sufficient to enable the allotments of
                         additional preference shares referred to in the further
                         provisions of this subparagraph to be made in full;

                    (ii) For the purposes of this sub-paragraph:-

                         "Relevant Shares" means Relevant euro Preference Shares
                         and any preference shares of the Company carrying
                         similar rights to those set out in this sub-paragraph
                         (e) and ranking pari passu with the Relevant euro
                         Preference Shares as regards dividend in respect of
                         which an instalment of preference dividend which would
                         have been payable on the same date as a Relevant
                         Instalment on Relevant euro Preference Shares is not to
                         be paid in cash; and

                         "Relevant Instalment" means an instalment of preference
                         dividend which is not to be paid in cash on Relevant
                         Shares on any occasion for the reasons specified in
                         sub-paragraph (b) or sub-paragraph (c) above;

                         and, where a member holds Relevant Shares of more than
                         one class, the provisions of this sub-clause shall be
                         interpreted and applied separately in respect of each
                         class of Relevant Shares held by him;

                                       28

<PAGE>

                    (iii)Each holder of Relevant Shares shall, on the date for
                         payment of the Relevant Instalment, had such instalment
                         been paid in cash, be allotted such additional nominal
                         amount of preference shares of the class in question,
                         credited as fully paid, as is equal to an amount
                         determined by multiplying the cash amount of the
                         Relevant Instalment that would have been payable to
                         him, had such instalment been payable in cash,
                         (exclusive of any associated tax credit) by a factor to
                         be determined by the Directors prior to allotment of
                         the Relevant Shares. The Company shall not issue
                         fractions of a preference share of any class
                         ("Fractional Shares") on any such allotment of
                         additional preference shares. In lieu of any Fractional
                         Shares each holder of Relevant Shares otherwise
                         entitled to receive a Fractional Share shall receive a
                         payment in cash equal to such holder's proportionate
                         interest in the net proceeds from the sale or sales in
                         the open market by the Company, on behalf of all such
                         holders, of the aggregate of the preference shares of
                         the relevant class equal in nominal amount to the
                         aggregate amount of all Fractional Shares of the
                         relevant class otherwise payable as a dividend rounded
                         down to the nearest integral multiple of the par value
                         of such preference shares, provided that the Company
                         shall not be obliged to make any such payment where the
                         entitlement of the relevant holder is less than
                         EUR6.35. Such sale shall be effected promptly after
                         the record date fixed for determining the holders
                         entitled to payment of the Preference Dividend. A
                         holder receiving an allotment of additional preference
                         shares in terms of this sub-paragraph shall not be
                         entitled to receive any part of the Relevant Instalment
                         relating to Relevant Shares of that class in cash;

                    (iv) For the purpose of paying up preference shares to be
                         allotted on any occasion pursuant to this
                         sub-paragraph, the Directors shall capitalise out of
                         the sums standing to the credit of the profit and loss
                         account of the Company and/or to the credit of the
                         Company's reserve accounts available for the purpose,
                         as the Directors may determine, a sum equal to the
                         aggregate nominal amount of the additional preference
                         shares then to be allotted and shall apply the same in
                         paying up in full the appropriate amount of unissued
                         preference shares of the class or classes in question.
                         Any such capitalisation shall be deemed to be
                         authorised by the resolution adopting this Article and
                         the provisions of Article 131 shall apply mutatis
                         mutandis to any such capitalisation;

                    (v)  The additional preference shares so allotted shall rank
                         pari passu in all respects with the fully paid Relevant
                         Shares of the same class then in issue save only as
                         regards participation in the Relevant Instalment;

               (f)  The Directors shall undertake and do such acts and things as
                    they may consider necessary or expedient for the purpose of
                    giving effect to the provisions of sub-paragraph (e). In
                    particular, but without limitation, the Directors shall
                    maintain sufficient unissued share capital available and
                    sufficient authority under Section 20 of the Companies
                    (Amendment) Act, 1983 to enable additional preference shares
                    to be allotted. If any additional preference shares falling
                    to be allotted pursuant to such sub-paragraph cannot be
                    allotted by reason of any insufficiency in the Company's
                    authorised share capital or in the amount of relevant
                    securities which the Directors are authorised to allot in
                    accordance with Section 20 of the Companies (Amendment) Act,
                    1983, the Directors shall convene a General

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<PAGE>

                    Meeting to be held as soon as practicable, for the purpose
                    of considering a resolution or resolutions effecting an
                    appropriate increase in the authorised share capital and
                    granting the Directors appropriate authority to allot
                    relevant securities. The euro Preference Shares shall not
                    confer the right to participate in any issue of shares on
                    capitalisation of reserves except as provided in
                    sub-paragraph (e) above.

     (C)  Capital

          (1)  On a winding up of, or other return of capital (other than on a
               redemption of shares of any class in the capital of the Company)
               by, the Company, the euro Preference Shareholders shall in
               respect of the euro Preference Shares held by them be entitled to
               receive in euro, out of the surplus assets available for
               distribution to the Company's members, an amount equal to the
               amount paid up or credited as paid up on the euro Preference
               Shares (including any premium paid to the Company in respect
               thereof).

          (2)  In addition to the amount repayable on the euro Preference Shares
               pursuant to sub-paragraph (1) above there shall be payable:-

               (a)  a sum equal to the amount of any Preference Dividend which
                    is due for payment after the date of commencement of the
                    winding up or other return of capital but which is payable
                    in respect of a period ending on or before such date and the
                    amount of any Preference Dividend which would have been
                    payable by the Company in accordance with paragraph (B) of
                    this Article in respect of the period commencing with the
                    fixed dividend payment date which shall most recently have
                    occurred prior to the winding up of the Company or the date
                    of return of capital, as the case may be, and ending with
                    the date of such return of capital, whether on a winding up
                    or otherwise, as though such period had been one in relation
                    to which an instalment of the Preference Dividend would have
                    been payable pursuant to paragraph (B), but subject always
                    to the provisions of subparagraphs (2) (b), (c) and (d) of
                    paragraph (B); and

               (b)  subject thereto, such premium (if any) as may be determined
                    by the Directors prior to allotment thereof (and so that the
                    Directors may determine that such premium is payable only in
                    specified circumstances and/or that such premium shall be of
                    variable amount depending on the timing and circumstances of
                    such return of capital).

          (3)  The amounts payable or repayable under sub-paragraphs (1) and (2)
               of this paragraph (C) in the event of a winding up of, or other
               return of capital (other than on a redemption of shares of any
               class in the capital of the Company) by, the Company, shall be so
               paid pari passu with any amounts payable or repayable in that
               event upon or in respect of any further preference shares of the
               Company ranking pari passu with the euro Preference Shares as
               regards repayment of capital, and shall be so paid in priority to
               any repayment of capital on any other class of shares of the
               Company. The euro Preference Shareholders shall not be entitled
               in respect of the euro Preference Shares held by them to any
               further or other right of participation in the assets of the
               Company (and Article 151 shall be construed accordingly).

                                       30

<PAGE>

     (D)  Redemption

          (1)  Unless otherwise determined by the Directors in relation to any
               particular euro Preference Shares prior to allotment thereof, the
               euro Preference Shares shall, subject to the provisions of the
               Acts, be redeemable at the option of the Company. In the case of
               any particular euro Preference Shares which are to be so
               redeemable:-

               (a)  such shares shall be redeemable at par together with the sum
                    which would have been payable pursuant to paragraph (C) of
                    this Article (other than sub-paragraph (C) (2) (b)) if the
                    date fixed for redemption had been the date of a return of
                    capital on a winding up of the Company;

               (b)  such shares shall be redeemable during such period as the
                    Directors shall prior to allotment thereof determine,
                    commencing with the first date on which a dividend is
                    payable on such shares or with such later date as the
                    Directors shall prior to allotment thereof determine; and

               (c)  prior to allotment of such shares, the Directors shall
                    determine whether the Company may redeem (i) all (but not
                    merely some) of such shares or (ii) all or any of such
                    shares, and the basis on which any necessary selection of
                    such shares for redemption is to be made from time to time.

          (2)  The Company shall give to the holders of the euro Preference
               Shares to be redeemed not less than 30 days' and not more than 60
               days' notice in writing of the date on which such redemption is
               to be effected. Such notice shall specify the redemption date and
               the place at which the certificates for such euro Preference
               Shares are to be presented for redemption and upon such date each
               of such holders shall be bound to deliver to the Company at such
               place the certificates for such of those euro Preference Shares
               as are held by him. Upon such delivery, the Company shall pay to
               such holder the amount due to him in respect of such redemption
               and shall cancel the certificates so delivered. If any such
               certificate includes any euro Preference Shares not redeemable on
               that occasion, a fresh certificate for such shares shall be
               issued to the holder without charge upon cancellation of the
               existing certificate.

          (3)  As from the date fixed for redemption, no Preference Dividend
               shall be payable on the euro Preference Shares to be redeemed
               except on any such shares in respect of which, upon due
               presentation of the certificate relating thereto, payment of the
               moneys due at such redemption shall be improperly refused, in
               which event, the Preference Dividend shall continue to accrue on
               and from the date fixed for redemption down to, but not
               including, the date of payment of such redemption moneys.

          (4)  The receipt of the registered holder for the time being of any
               euro Preference Shares or, in the case of joint registered
               holders, the receipt of any of them for the moneys payable on
               redemption thereof shall constitute an absolute discharge to the
               Company in respect thereof.

                                       31

<PAGE>

          (5)  Upon the redemption of any euro Preference Share or Shares, the
               Directors may (pursuant to the authority given by the passing of
               the resolution to adopt this Article) consolidate and divide
               and/or sub-divide the authorised preference share capital
               existing as a consequence of such redemption into shares of any
               other class of share capital into which the authorised share
               capital of the Company is or may at that time be divided of a
               like nominal amount (as nearly as may be) and in the same
               currency as the euro Preference Shares so redeemed or into
               unclassified shares of the same nominal amount and in the same
               currency as the euro Preference Shares so redeemed (and so that
               the provisions of Article 51 shall, where relevant, apply to any
               such consolidation and division or sub-division).

     (E)  Voting

          (1)  The euro Preference Shareholders shall be entitled to receive
               notice of any General Meeting of the Company and a copy of every
               circular or other like document sent out by the Company to the
               holders of Ordinary Shares and to attend any General Meeting of
               the Company but shall not, in respect of the euro Preference
               Shares, be entitled to speak or vote upon any resolution other
               than:-

               (a)  a resolution for winding up the Company; or

               (b)  a resolution varying, altering or abrogating any of the
                    rights, privileges, limitations or restrictions attached to
                    the euro Preference Shares;

               unless at the date of such meeting the most recent instalment of
               the Preference Dividend due to be paid prior to such meeting
               shall not have been paid in cash in which event the euro
               Preference Shareholders shall be entitled to speak and vote on
               all resolutions proposed at such meeting. For the avoidance of
               doubt, unless otherwise provided by its terms of issue and
               without prejudice to the rights attached to the euro Preference
               Shares to participate in any return of capital, the rights
               attached to any euro Preference Share shall not be deemed to be
               varied, altered or abrogated by a reduction in any share capital
               ranking as regards participation in the profits and assets of the
               Company pari passu with or after such euro Preference Shares or
               by any redemption of any such share capital, unless, in either of
               the foregoing cases, the then most recent dividend due to be paid
               on each class of preference share in the capital of the Company
               prior to such reduction or redemption shall not have been paid in
               cash.

          (2)  (a)  At a separate General Meeting of the euro Preference
                    Shareholders, on a show of hands each euro Preference
                    Shareholder present in person shall have one vote and on a
                    poll each euro Preference Shareholder present in person or
                    by proxy shall have one vote in respect of each EUR1.27
                    of euro Preference Share capital held by him; and

               (b)  Whenever the euro Preference Shareholders are entitled to
                    vote at a General Meeting of the Company then, on a show of
                    hands, each euro Preference Shareholder present in person
                    shall have one vote and on a poll each euro

                                       32

<PAGE>

                    Preference Shareholder present in person or by proxy shall
                    have such number of votes in respect of each euro Preference
                    Share held by him as the Directors may determine prior to
                    the allotment of such shares.

          (3)  On a relevant requisition given in accordance with the provisions
               of subparagraph (4) below, the Directors shall procure that an
               Extraordinary General Meeting of the Company shall be convened
               forthwith.

          (4)  A "relevant requisition" is a requisition:-

               (a)  which has been signed by or on behalf of the holders of a
                    majority of the euro Preference Shares in issue at the date
                    of such requisition; and

               (b)  which states the objects of the meeting to be convened;

               and a relevant requisition may consist of several documents in
               like form each signed by or on behalf of one or more of the
               requisitionists.

          (5)  The right to requisition a General Meeting of the Company
               contained in this paragraph (E) shall be exercisable only at a
               time when the most recent instalment of the Preference Dividend
               due to be paid prior to such requisition shall not have been paid
               in cash.

          (6)  The Directors shall procure that, on any resolution at a General
               Meeting of the Company upon which the euro Preference
               Shareholders are entitled to vote and on each resolution at a
               separate General Meeting of the euro Preference Shareholders, a
               poll is demanded by the Chairman of such meeting in accordance
               with these Articles.

     (F)  Restriction on Capitalisations and Issues of Securities

          The following shall apply in relation to any particular euro
          Preference Shares (the "Relevant euro Preference Shares") if so
          determined by the Directors prior to allotment thereof. Save with the
          written consent of the holders of not less than 66 2/3% in nominal
          value of the Relevant euro Preference Shares, or with the sanction of
          a resolution passed at a separate General Meeting of the holders of
          the Relevant euro Preference Shares where the holders of not less than
          66 2/3% in nominal value of the Relevant euro Preference Shares have
          voted in favour of such resolution, the Directors shall not (i)
          pursuant to Articles 130 and 131 capitalise any part of the amounts
          available for distribution and referred to in such Articles if after
          such capitalisation the aggregate of such amounts would be less than a
          multiple, determined by the Directors prior to the allotment of the
          Relevant euro Preference Shares, of the aggregate amount of the annual
          dividends (exclusive of any associated tax credit) payable on the euro
          Preference Shares then in issue and any other preference shares then
          in issue ranking as regards the right to receive dividends or the
          rights on winding up of, or other return of capital by, the Company,
          pari passu with or in priority to the Relevant euro Preference Shares,
          or (ii) authorise or create, or increase the amount of, any shares or
          any class or any security convertible into the shares of any class
          ranking as regards the right to receive dividends or the rights on
          winding up of, or other return of capital by, the Company, in priority
          to the Relevant euro Preference Shares.

                                       33

<PAGE>

     (G)  Further Preference Shares

          The Company may from time to time create and issue further preference
          shares ranking as regards participation in the profits and assets of
          the Company pari passu with the euro Preference Shares and so that any
          such further preference shares may be denominated in any currency and
          may carry as regards participation in the profits and assets of the
          Company rights identical in all respects to those attaching to the
          euro Preference Shares or rights differing therefrom in any respect
          including, but without prejudice to the generality of the foregoing:-

          (1)  the rate of dividend may differ and the dividend may be
               cumulative or non-cumulative;

          (2)  the periods by reference to which dividend is payable may differ;

          (3)  a premium may be payable on a return of capital or there may be
               no such premium;

          (4)  the further preference shares may be redeemable at the option of
               the Company or the holder or may be non-redeemable or may be
               redeemable at different dates and on different terms from those
               applying to the euro Preference Shares; and

          (5)  the further preference shares may be convertible into Ordinary
               Shares or any other class of shares ranking as regards
               participation in the profits and assets of the Company pari passu
               with or after such euro Preference Shares, in each case on such
               terms and conditions as may be prescribed by the terms of issue
               thereof.

          The creation or issue of, or the variation, alteration or abrogation
          of or addition to the rights, privileges, limitations or restrictions
          attaching to, any shares of the Company ranking after the euro
          Preference Shares as regards participation in the profits and assets
          of the Company and, provided that, on the date of such creation or
          issue, the most recent instalment of the dividend due to be paid on
          each class of preference share in the capital of the company prior to
          such date shall have been paid in cash, the creation or issue of
          further preference shares ranking pari passu with the euro Preference
          Shares as provided for above shall be deemed not to be a variation,
          alteration or abrogation of the rights, privileges, limitations or
          restrictions attached to the euro Preference Shares. If any further
          preference shares of the Company shall have been issued, then any
          subsequent variation, alteration or abrogation of or addition to the
          rights, privileges, limitations or restrictions attaching to any of
          such further preference shares shall be deemed not to be a variation,
          alteration or abrogation of the rights, privileges, limitations or
          restrictions attaching to the euro Preference Shares provided that the
          rights attaching to such further preference shares thereafter shall be
          such that the creation and issue by the Company of further preference
          shares carrying those rights would have been permitted under this
          paragraph.

4D.  The rights attaching to the Yen Preference Shares shall be as follows:-

     (A)  General

          The Yen Preference Shares shall rank pari passu inter se and with the
          Dollar Preference Shares, the Sterling Preference Shares and the euro
          Preference Shares as regards the right to receive dividends and the
          rights on a winding up of, or other return of capital by, the Company.
          Notwithstanding the provisions

                                       34

<PAGE>

          of Article 5 and subject as provided in paragraphs (B) to (G) of this
          Article, the Yen Preference Shares may be issued with such rights and
          privileges, and subject to such restrictions and limitations, as the
          Directors shall determine in the resolution approving the issue of
          such shares and in particular (but without prejudice to the generality
          of the foregoing), the Directors may (without prejudice to the
          authority conferred by sub-paragraph (D) (5) of this Article),
          pursuant to the authority given by the passing of the resolution to
          adopt this Article, consolidate and divide and/or sub-divide any Yen
          Preference Shares into shares of a larger or smaller amount (and so
          that the provisions of Article 51 shall, where relevant, apply to any
          such consolidation, division or sub-division). Whenever the Directors
          have power under this Article to determine any of the rights,
          privileges, limitations or restrictions attached to any of the Yen
          Preference Shares, the rights, privileges, limitations or restrictions
          so determined need not be the same as those attached to the Yen
          Preference Shares which have then been allotted or issued. Without
          prejudice to Article 5(e), each issue of Yen Preference Shares
          carrying rights, privileges, limitations or restrictions that are not
          the same as those attached to the Yen Preference Shares which have
          then been allotted or issued shall constitute a separate class of
          shares.

     (B)  Income

          (1)  The Yen Preference Shares shall (subject to the further
               provisions of this paragraph) entitle the holders thereof (the
               "Yen Preference Shareholders") to receive a non-cumulative
               preferential dividend (the "Preference Dividend"), which shall be
               calculated at such annual rate (whether fixed or variable) and
               shall be payable on such dates and on such other terms and
               conditions as may be determined by the Directors prior to
               allotment thereof.

          (2)  The following shall apply in relation to any particular Yen
               Preference Shares (the "Relevant Yen Preference Shares") if so
               determined by the Directors prior to the allotment thereof:-

               (a)  The Relevant Yen Preference Shares shall rank as regards the
                    right to receive dividends pari passu with the Dollar
                    Preference Shares, the Sterling Preference Shares, the euro
                    Preference Shares and with any further preference shares
                    created and issued pursuant to sub-paragraph (e) below and
                    otherwise in priority to any Ordinary Shares in the capital
                    of the Company;

               (b)  If, on any date on which an instalment of the Preference
                    Dividend would fall to be paid under sub paragraph (B) (1)
                    above on any Relevant Yen Preference Shares, the
                    distributable profits and distributable reserves of the
                    Company are together insufficient to enable payment in full
                    to be made of such instalment and, if applicable, of any
                    instalments of dividends payable on such date on any other
                    preference shares ranking pari passu with the Relevant Yen
                    Preference Shares as regards dividend, then none of the said
                    instalments shall be paid. If it shall subsequently appear
                    that any instalment of the Preference Dividend or of any
                    such other preferential dividend which has been paid should
                    not, in accordance with the provisions of this
                    sub-paragraph, have been so paid, then, provided the
                    Directors shall have acted in good faith, they shall not
                    incur any liability for any loss which any shareholder may
                    suffer in consequence of such payment having been made;

               (c)  Where any instalment of the Preference Dividend on any
                    Relevant Yen Preference Shares is payable, the Directors
                    shall, subject to sub-paragraph (b) above, resolve to make
                    payment of such instalment in cash, provided however that
                    such instalment shall not be payable in cash if, in the

                                       35

<PAGE>

                    judgement of the Directors, after consultation with the
                    Central Bank of Ireland, the payment of such instalment in
                    cash would breach or cause a breach of the Central Bank of
                    Ireland's capital adequacy requirements from time to time
                    applicable to the Company;

               (d)  Subject to the right to be allotted additional Yen
                    Preference Shares in accordance with sub-paragraph (e)
                    below, the Relevant Yen Preference Shares shall carry no
                    further right to participate in the profits and reserves of
                    the Company other than the Preference Dividend and if on any
                    occasion an instalment of the Preference Dividend is not
                    paid in cash for the reasons described in sub-paragraph (b)
                    or sub-paragraph (c) above, the Yen Preference shareholders
                    shall have no claim in respect of such instalment;

               (e)  (i)  The provisions of this sub-paragraph shall apply
                         where any instalment of the Preference Dividend payable
                         on a particular date on the Relevant Yen Preference
                         Shares is, for the reasons specified in sub-paragraph
                         (b) or sub-paragraph (c) above, not to be paid in cash
                         and the amount (if any) standing to the credit of the
                         profit and loss account of the Company together with
                         the amount of the reserves of the Company available for
                         the purpose are sufficient to enable the allotments of
                         additional preference shares referred to in the further
                         provisions of this sub-paragraph to be made in full;

                    (ii) For the purposes of this sub-paragraph:-

                         "Relevant Shares" means Relevant Yen Preference Shares
                         and any preference shares of the Company carrying
                         similar rights to those set out in this sub-paragraph
                         (e) and ranking pari passu with the Relevant Yen
                         Preference Shares as regards dividend in respect of
                         which an instalment of preference dividend which would
                         have been payable on the same date as a Relevant
                         Instalment on Relevant Yen Preference Shares is not to
                         be paid in cash; and

                         "Relevant Instalment" means an instalment of preference
                         dividend which is not to be paid in cash on Relevant
                         Shares on any occasion for the reasons specified in
                         sub-paragraph (b) or sub-paragraph (c) above; and,
                         where a member holds Relevant Shares of more than one
                         class, the provisions of this sub-clause shall be
                         interpreted and applied separately in respect of each
                         class of Relevant Shares held by him;

                    (iii)Each holder of Relevant Shares shall, on the date for
                         payment of the Relevant Instalment, had such instalment
                         been paid in cash, be allotted such additional nominal
                         amount of preference shares of the class in question,
                         credited as fully paid, as is equal to an amount
                         determined by multiplying the cash amount of the
                         Relevant Instalment that would have been payable to
                         him, had such instalment been payable in cash
                         (exclusive of any associated tax credit) by a factor to
                         be determined by the Directors prior to allotment of
                         the Relevant Shares. The Company shall not issue
                         fractions of a preference share of any class
                         ("Fractional Shares") on any such allotment of
                         additional preference shares. In lieu of any Fractional
                         Shares each holder of Relevant Shares otherwise
                         entitled to receive a Fractional Share shall receive a
                         payment in cash equal to such holder's proportionate
                         interest in the net proceeds from the sale or sales in
                         the open market by the Company, on behalf of all such
                         holders, of the aggregate of the preference shares of
                         the relevant class equal in nominal amount to the
                         aggregate amount of all Fractional Shares of the
                         relevant class otherwise payable as a dividend

                                       36

<PAGE>

                         rounded down to the nearest integral multiple of the
                         par value of such preference shares, provided that the
                         Company shall not be obliged to make any such payment
                         where the entitlement of the relevant holder is less
                         than Yen 850. Such sale shall be effected promptly
                         after the record date fixed for determining the holders
                         entitled to payment of the Preference Dividend. A
                         holder receiving an allotment of additional preference
                         shares in terms of this sub-paragraph shall not be
                         entitled to receive any part of the Relevant Instalment
                         relating to Relevant Shares of that class in cash;

                    (iv) For the purpose of paying up preference shares to be
                         allotted on any occasion pursuant to this
                         sub-paragraph, the Directors shall capitalise out of
                         the sums standing to the credit of the profit and loss
                         account of the Company and/or to the credit of the
                         Company's reserve accounts available for the purpose,
                         as the Directors may determine (including any reserve
                         denominated in euro and permitted by law to be so
                         appropriated), a sum equal to the aggregate nominal
                         amount of the additional preference shares then to be
                         allotted and shall apply the same in paying up in full
                         the appropriate amount of unissued preference shares of
                         the class or classes in question. Any such
                         capitalisation shall be deemed to be authorised by the
                         resolution adopting this Article and the provisions of
                         Article 131 shall apply mutatis mutandis to any such
                         capitalisation;

                    (v)  The additional preference shares so allotted shall rank
                         pari passu in all respects with the fully paid Relevant
                         Shares of the same class then in issue save only as
                         regards participation in the Relevant Instalment;

               (f)  The Directors shall undertake and do such acts and things as
                    they may consider necessary or expedient for the purpose of
                    giving effect to the provisions of sub-paragraph (e). In
                    particular, but without limitation, the Directors shall
                    maintain sufficient unissued share capital available and
                    sufficient authority under Section 20 of the Companies
                    (Amendment) Act, 1983 to enable additional preference shares
                    to be allotted. If any additional preference shares falling
                    to be allotted pursuant to such sub-paragraph cannot be
                    allotted by reason of any insufficiency in the Company's
                    authorised share capital or in the amount of relevant
                    securities which the Directors are authorised to allot in
                    accordance with Section 20 of the Companies (Amendment) Act,
                    1983, the Directors shall convene a General Meeting to be
                    held as soon as practicable, for the purpose of considering
                    a resolution or resolutions effecting an appropriate
                    increase in the authorised share capital and granting the
                    Directors appropriate authority to allot relevant
                    securities. The Yen Preference Shares shall not confer the
                    right to participate in any issue of shares on
                    capitalisation of reserves except as provided in
                    sub-paragraph (e) above.

     (C)  Capital

          (1)  On a winding up of, or other return of capital (other than on a
               redemption of shares of any class in the capital of the Company)
               by, the Company, the Yen Preference Shareholders shall in respect
               of the Yen Preference Shares held by them be entitled to
               receive in Yen, out of the surplus assets available for
               distribution to the Company's members, an amount equal to the
               amount paid up or credited as paid up on the Yen Preference
               Shares (including any premium paid to the Company in respect
               thereof).

                                       37

<PAGE>

          (2)  In addition to the amount repayable on the Yen Preference Shares
               pursuant to sub-paragraph (1) above there shall be payable:-

               (a)  a sum equal to the amount of any Preference Dividend which
                    is due for payment after the date of commencement of the
                    winding up or other return of capital but which is payable
                    in respect of a period ending on or before such date and the
                    amount of any Preference Dividend which would have been
                    payable by the Company in accordance with paragraph (B) of
                    this Article in respect of the period commencing with the
                    fixed dividend payment date which shall most recently have
                    occurred prior to the winding up of the Company or the date
                    of return of capital, as the case may be, and ending with
                    the date of such return of capital, whether on a winding up
                    or otherwise, as though such period had been one in relation
                    to which an instalment of the Preference Dividend would have
                    been payable pursuant to paragraph (B), but subject always
                    to the provisions of subparagraphs (2) (b), (c) and (d) of
                    paragraph (B); and

               (b)  subject thereto, such premium (if any) as may be determined
                    by the Directors prior to allotment thereof (and so that the
                    Directors may determine that such premium is payable only in
                    specified circumstances and/or that such premium shall be of
                    variable amount depending on the timing and circumstances of
                    such return of capital).

          (3)  The amounts payable or repayable under sub-paragraphs (1) and (2)
               of this paragraph (C) in the event of a winding up of, or other
               return of capital (other than on a redemption of shares of any
               class in the capital of the Company) by, the Company, shall be so
               paid pari passu with any amounts payable or repayable in that
               event upon or in respect of any further preference shares of the
               Company ranking pari passu with the Yen Preference Shares as
               regards repayment of capital, and shall be so paid in priority to
               any repayment of capital on any other class of shares of the
               Company. The Yen Preference Shareholders shall not be entitled in
               respect of the Yen Preference Shares held by them to any further
               or other right of participation in the assets of the Company (and
               Article 151 shall be construed accordingly).

     (D)  Redemption

          (1)  Unless otherwise determined by the Directors in relation to any
               particular Yen Preference Shares prior to allotment thereof, the
               Yen Preference Shares shall, subject to the provisions of the
               Acts, be redeemable at the option of the Company. In the case of
               any particular Yen Preference Shares which are to be so
               redeemable:-

               (a)  such shares shall be redeemable at par together with the sum
                    which would have been payable pursuant to paragraph (C) of
                    this Article (other than sub-paragraph (C) (2) (b)) if the
                    date fixed for redemption had been the date of a return of
                    capital on a winding up of the Company;

               (b)  such shares shall be redeemable during such period as the
                    Directors shall prior to allotment thereof determine,
                    commencing with the first date on which a dividend is
                    payable on such shares or with such later date as the
                    Directors shall prior to allotment thereof determine; and

                                       38

<PAGE>

               (c)  prior to allotment of such shares, the Directors shall
                    determine whether the Company may redeem (i) all (but not
                    merely some) of such shares or (ii) all or any of such
                    shares, and the basis on which any necessary selection of
                    such shares for redemption is to be made from time to time.

          (2)  The Company shall give to the holders of the Yen Preference
               Shares to be redeemed not less than 30 days' and not more than 60
               days' notice in writing of the date on which such redemption is
               to be effected. Such notice shall specify the redemption date and
               the place at which the certificates for such Yen Preference
               Shares are to be presented for redemption and upon such date each
               of such holders shall be bound to deliver to the Company at such
               place the certificates for such of those Yen Preference Shares as
               are held by him. Upon such delivery, the Company shall pay to
               such holder the amount due to him in respect of such redemption
               and shall cancel the certificates so delivered. If any such
               certificate includes any Yen Preference Shares not redeemable on
               that occasion, a fresh certificate for such shares shall be
               issued to the holder without charge upon cancellation of the
               existing certificate.

          (3)  As from the date fixed for redemption, no Preference Dividend
               shall be payable on the Yen Preference Shares to be redeemed
               except on any such shares in respect of which, upon due
               presentation of the certificate relating thereto, payment of the
               moneys due at such redemption shall be improperly refused, in
               which event, the Preference Dividend shall continue to accrue on
               and from the date fixed for redemption down to, but not
               including, the date of payment of such redemption moneys.

          (4)  The receipt of the registered holder for the time being of any
               Yen Preference Shares or, in the case of joint registered
               holders, the receipt of any of them for the moneys payable on
               redemption thereof shall constitute an absolute discharge to the
               Company in respect thereof.

          (5)  Upon the redemption of any Yen Preference Share or Shares, the
               Directors may (pursuant to the authority given by the passing of
               the resolution to adopt this Article) consolidate and divide
               and/or sub-divide the authorised preference share capital
               existing as a consequence of such redemption into shares of any
               other class of share capital into which the authorised share
               capital of the Company is or may at that time be divided of a
               like nominal amount (as nearly as may be) and in the same
               currency as the Yen Preference Shares so redeemed or into
               unclassified shares of the same nominal amount and in the same
               currency as the Yen Preference Shares so redeemed (and so that
               the provisions of Article 51 shall, where relevant, apply to any
               such consolidation and division or sub-division).

     (E)  Voting

          (1)  The Yen Preference Shareholders shall be entitled to receive
               notice of any General Meeting of the Company and a copy of every
               circular or other like document sent out by the Company to the
               holders of Ordinary Shares and to attend any General Meeting of
               the Company but shall not, in respect of the Yen Preference
               Shares, be entitled to speak or vote upon any resolution other
               than:-

               (a)  a resolution for winding up the Company; or

                                       39

<PAGE>

               (b)  a resolution varying, altering or abrogating any of the
                    rights, privileges, limitations or restrictions attached to
                    the Yen Preference Shares;

               unless at the date of such meeting the most recent instalment of
               the Preference Dividend due to be paid prior to such meeting
               shall not have been paid in cash in which event the Yen
               Preference Shareholders shall be entitled to speak and vote on
               all resolutions proposed at such meeting. For the avoidance of
               doubt, unless otherwise provided by its terms of issue and
               without prejudice to the rights attached to the Yen Preference
               Shares to participate in any return of capital, the rights
               attached to any Yen Preference Share shall not be deemed to be
               varied, altered or abrogated by a reduction in any share capital
               ranking as regards participation in the profits and assets of the
               Company pari passu with or after such Yen Preference Shares or by
               any redemption of any such share capital, unless, in either of
               the foregoing cases, the then most recent dividend due to be paid
               on each class of preference share in the capital of the Company
               prior to such reduction or redemption shall not have been paid in
               cash.

          (2)  (a)  At a separate General Meeting of the Yen Preference
                    Shareholders, on a show of hands each Yen Preference
                    Shareholder present in person shall have one vote and on a
                    poll each Yen Preference Shareholder present in person or by
                    proxy shall have one vote in respect of each Yen 175 of Yen
                    Preference Share capital held by him; and

               (b)  Whenever the Yen Preference Shareholders are entitled to
                    vote at a General Meeting of the Company then, on a show of
                    hands, each Yen Preference Shareholder present in person
                    shall have one vote and on a poll each Yen Preference
                    Shareholder present in person or by proxy shall have such
                    number of votes in respect of each Yen Preference Share held
                    by him as the Directors may determine prior to the allotment
                    of such shares.

          (3)  On a relevant requisition given in accordance with the provisions
               of subparagraph (4) below, the Directors shall procure that an
               Extraordinary General Meeting of the Company shall be convened
               forthwith.

          (4)  A "relevant requisition" is a requisition:-

               (a)  which has been signed by or on behalf of the holders of a
                    majority of the Yen Preference Shares in issue at the date
                    of such requisition; and

               (b)  which states the objects of the meeting to be convened;

               and a relevant requisition may consist of several documents in
               like form each signed by or on behalf of one or more of the
               requisitionists.

          (5)  The right to requisition a General Meeting of the Company
               contained in this paragraph (E) shall be exercisable only at a
               time when the most recent instalment of the Preference Dividend
               due to be paid prior to such requisition shall not have been paid
               in cash.

          (6)  The Directors shall procure that, on any resolution at a General
               Meeting of the Company upon which the Yen Preference Shareholders
               are entitled to vote and on each resolution at a separate General
               Meeting of the Yen Preference Shareholders, a poll is demanded by
               the Chairman of such meeting in accordance with these Articles.

                                       40

<PAGE>

     (F)  Restriction on Capitalisations and Issues of Securities

          The following shall apply in relation to any particular Yen Preference
          Shares (the "Relevant Yen Preference Shares") if so determined by the
          Directors prior to allotment thereof. Save with the written consent of
          the holders of not less than 66 2/3% in nominal value of the Relevant
          Yen Preference Shares or with the sanction of a resolution passed at a
          separate General Meeting of the holders of the Relevant Yen Preference
          Shares where the holders of not less than 66 2/3% in nominal value of
          the Relevant Yen Preference Shares have voted in favour of such
          resolution, the Directors shall not (i) pursuant to Articles 130 and
          131 capitalise any part of the amounts available for distribution and
          referred to in such Articles if after such capitalisation the
          aggregate of such amounts would be less than a multiple, determined by
          the Directors prior to the allotment of the Relevant Yen Preference
          Shares, of the aggregate amount of the annual dividends (exclusive of
          any associated tax credit) payable on the Yen Preference Shares then
          in issue and any other preference shares then in issue ranking as
          regards the right to receive dividends or the rights on winding up of,
          or other return of capital by, the Company, pari passu with or in
          priority to the Relevant Yen Preference Shares, or (ii) authorise or
          create, or increase the amount of, any shares of any class or any
          security convertible into the shares of any class ranking as regards
          the right to receive dividends or the rights on winding up of, or
          other return of capital by, the Company in priority to the Relevant
          Yen Preference Shares.

     (G)  Further Preference Shares

          The Company may from time to time create and issue further preference
          shares ranking as regards participation in the profits and assets of
          the Company pari passu with the Yen Preference Shares and so that any
          such further preference shares may be denominated in any currency and
          may carry as regards participation in the profits and assets of the
          Company rights identical in all respects to those attaching to the Yen
          Preference Shares or rights differing therefrom in any respect
          including, but without prejudice to the generality of the foregoing:-

          (1)  the rate of dividend may differ and the dividend may be
               cumulative or non-cumulative;

          (2)  the periods by reference to which dividend is payable may differ;

          (3)  a premium may be payable on a return of capital or there may be
               no such premium;

          (4)  the further preference shares maybe redeemable at the option of
               the Company or the holder or may be non-redeemable or may be
               redeemable at different dates and on different terms from those
               applying to the Yen Preference Shares; and

          (5)  the further preference shares may be convertible into Ordinary
               Shares or any other class of shares ranking as regards
               participation in the profits and assets of the Company pari passu
               with or after such Yen Preference Shares, in each case on such
               terms and conditions as may be prescribed by the terms of issue
               thereof.

                                       41

<PAGE>

          The creation or issue of, or the variation, alteration or abrogation
          of or addition to the rights, privileges, limitations or restrictions
          attaching to, any shares of the Company ranking after the Yen
          Preference Shares as regards participation in the profits and assets
          of the Company and, provided that, on the date of such creation or
          issue, the most recent instalment of the dividend due to be paid on
          each class of preference share in the capital of the Company prior to
          such date shall have been paid in cash, the creation or issue of
          further preference shares ranking pari passu with the Yen Preference
          Shares as provided for above shall be deemed not to be a variation,
          alteration or abrogation of the rights, privileges, limitations or
          restrictions attached to the Yen Preference Shares. If any further
          preference shares of the Company shall have been issued, then any
          subsequent variation, alteration or abrogation of or addition to the
          rights, privileges, limitations or restrictions attaching to any of
          such further preference shares shall be deemed not to be a variation,
          alteration or abrogation of the rights, privileges, limitations or
          restrictions attaching to the Yen Preference shares provided that the
          rights attaching to such further preference shares thereafter shall be
          such that the creation and issue by the Company of further preference
          shares carrying those rights would have been permitted under this
          paragraph.

                               VARIATION OF RIGHTS

5.   (a)  Whenever the capital of the Company is divided into different classes
          of shares, the special rights attached to any class may, subject to
          the provisions of the Acts and subject as otherwise provided in these
          Articles, be varied or abrogated, either whilst the Company is a going
          concern or during or in contemplation of a winding up, with the
          sanction of a Special Resolution passed at a Class Meeting of the
          holders of the shares of the class but not otherwise. To every such
          Class Meeting all the provisions of these Articles relating to General
          Meetings of the Company and to the proceedings thereat shall, mutatis
          mutandis, apply, except that the necessary quorum shall be two persons
          holding or representing by proxy at least one third in nominal amount
          of the issued shares of the class and if at any adjourned meeting of
          such holders a quorum as above defined is not present, any member of
          such class who is present in person or by proxy shall be a quorum. The
          holders of shares of the class shall, on a poll, have one vote in
          respect of every share of the class held by them respectively. Any
          holder of shares of the class in question present in person or by
          proxy at such meeting may demand a poll.

     (b)  Whenever the rights, privileges, limitations or restrictions attached
          to any particular Dollar Preference Shares in issue differ from the
          rights, privileges, limitations or restrictions attached to any other
          Dollar Preference Shares in issue and:

          (i)  some matter has arisen which would amount to a variation,
               alteration or abrogation of the rights, privileges, limitations
               or restrictions attached to all those Dollar Preference Shares;
               and

          (ii) the effect of such variation, alteration or abrogation on all
               those Dollar Preference Shares is, in the opinion of the
               Directors, substantially the same,

          such Dollar Preference Shares shall be treated as a single class for
          the purpose of applying the procedures in these Articles for the
          variation, alteration or abrogation of the rights, privileges,
          limitations or restrictions attaching to the Dollar Preference Shares
          of such class.

                                       42

<PAGE>

     (c)  Whenever the rights, privileges, limitations or restrictions attached
          to any particular Sterling Preference Shares in issue differ from the
          rights, privileges, limitations or restrictions attached to any other
          Sterling Preference Shares in issue and:

          (i)  some matter has arisen which would amount to a variation,
               alteration or abrogation of the rights, privileges, limitations
               or restrictions attached to all those Sterling Preference Shares;
               and

          (ii) the effect of such variation, alteration or abrogation on all
               those Sterling Preference Shares is, in the opinion of the
               Directors, substantially the same, such Sterling Preference
               Shares shall be treated as a single class for the purpose of
               applying the procedures in these Articles for the variation,
               alteration or abrogation of the rights, privileges, limitations
               or restrictions attached to the Sterling Preference Shares of
               such class.

     (d)  Whenever the rights, privileges, limitations or restrictions attached
          to any particular euro Preference Shares in issue differ from the
          rights, privileges, limitations or restrictions attached to any other
          euro Preference Shares in issue and:

          (i)  some matter has arisen which would amount to a variation,
               alteration or abrogation of the rights, privileges, limitations
               or restrictions attached to all those Euro Preference Shares; and

          (ii) the effect of such variation, alteration or abrogation on all
               those euro Preference Shares is, in the opinion of the Directors,
               substantially the same,

          such euro Preference Shares shall be treated as a single class for the
          purpose of applying the procedures in these Articles for the
          variation, alteration or abrogation of the rights, privileges,
          limitations or restrictions attaching to the euro Preference Shares of
          such class.

     (e)  Whenever the rights, privileges, limitations or restrictions attached
          to any particular Yen Preference Shares in issue differ from the
          rights, privileges, limitations or restrictions attached to any other
          Yen Preference Shares in issue and:

          (i)  some matter has arisen which would amount to a variation,
               alteration or abrogation of the rights, privileges, limitations
               or restrictions attached to all those Yen Preference Shares; and

          (ii) the effect of such variation, alteration or abrogation on all
               those Yen Preference Shares is, in the opinion of the Directors,
               substantially the same,

          such Yen Preference Shares shall be treated as a single class for the
          purpose of applying the procedures in these Articles for the
          variation, alteration or abrogation of the rights, privileges,
          limitations or restrictions attaching to the Yen Preference Shares of
          such class.

6.   The special rights attached to any class of shares in the capital of the
     Company shall not (unless otherwise expressly provided by the conditions of
     issue of such shares) be deemed to be varied by the creation or issue of
     further shares ranking pari passu therewith or subsequent thereto.

                                       43

<PAGE>

                                  SHARE CAPITAL

7.   No share of the Company, other than a share allotted in pursuance of an
     employees' share scheme, shall be allotted except as a share which has been
     paid up at least to 25 per cent. of the nominal amount of the share and the
     whole of any premium on it.

8.   (a)  Subject to the provisions of the Acts relating to authority,
          pre-emption rights and otherwise and of any resolution of the Company
          in General Meeting passed pursuant thereto, all unissued shares shall
          be at the disposal of the Directors and they may allot (with or
          without conferring a right of renunciation), grant options over or
          otherwise dispose of them to such persons, at such times and on such
          terms as they think proper.

     (b)  (i)  The Directors shall be generally and unconditionally authorised
               pursuant to and in accordance with Section 20 of the Companies
               (Amendment) Act, 1983 ("the Act") to exercise for each prescribed
               period all the powers of the Company to allot relevant securities
               up to an aggregate nominal amount equal to the relevant Section
               20 Amount.

          (ii) The Directors may, by Special Resolution, be empowered for any
               prescribed period to allot equity securities wholly for cash
               pursuant to and within the terms of the said authority:-

               (A)  in connection with a rights issue; and

               (B)  otherwise than in connection with a rights issue, up to an
                    aggregate nominal amount equal to the Section 23 Amount;

               in each case as if Section 23(1) of the Act did not apply to any
               such allotment.

     (c)  By such authority and power the Directors may during such period make
          offers or agreements which would or might require the allotment of
          securities after the expiry of such period.

     (d)  For the purposes of this Article:-

          (i)  "rights issue" means an offer of equity securities open for
               acceptance for a period fixed by the Directors to holders of
               equity securities on the Register of Members on a fixed record
               date in proportion to their respective holdings of such
               securities or in accordance with the rights attached thereto (but
               subject to such exclusions or other arrangements as the Directors
               may deem necessary or expedient in relation to fractional
               entitlements or legal or practical problems under the laws,
               regulations or requirements of any recognised regulatory body or
               any stock exchange in any territory);

          (ii) "prescribed period" means any period (not exceeding five years on
               any occasion) for which the authority provided for by
               sub-paragraph (b) (i) above is conferred by Ordinary Resolution
               stating the Section 20 Amount for such period;

                                       44

<PAGE>

          (iii) "the Section 20 Amount" shall for any prescribed period be that
               stated in the relevant Ordinary Resolution or any increased
               amount fixed by Ordinary Resolution;

          (iv) "the Section 23 Amount" for any prescribed period shall be that
               stated in the relevant Special Resolution;

          (v)  the nominal amount of any securities shall be taken to be, in the
               case of rights to subscribe for or to convert any securities into
               shares of the Company, the nominal amount of such shares which
               may be allotted pursuant to such rights; and

          (vi) words and expressions defined in or for the purposes of the Act
               shall bear the same meanings herein.

9.   Any shares may be held in uncertificated form, subject to the Directors
     having made arrangements with the Operator of a relevant system for that
     class of shares to be admitted as a participating security for the purposes
     of that relevant system. The Directors shall have power to make such
     arrangements in their discretion without the consent of the shareholders.
     In the event that the Directors shall make such arrangements, and for so
     long as the relevant class of shares shall continue to be a participating
     security, these Articles shall not apply to shares of the relevant class
     which are held in uncertificated form, to the extent that these Articles
     are inconsistent with either the holding of title to such shares in
     uncertificated form or the transfer of title to such shares by means of the
     relevant system or any provision of the Companies Act, 1990 (Uncertificated
     Securities) Regulations 1996 ('the 1996 Regulations', which term shall
     include, where the context requires or admits, the rules, facilities and
     requirements of the relevant system). For the purposes of these Articles,
     the expressions 'in uncertificated form' and 'in certificated form' are to
     be interpreted in the same manner as in the 1996 Regulations and the
     expressions 'Operator', 'Operator-instruction', 'participating security'
     and 'relevant system' shall bear the meanings respectively attributed to
     them in the 1996 Regulations. Where any class of shares is held in
     uncertificated form, the Register in relation to that class shall
     (notwithstanding any other provision of these Articles) be maintained in
     accordance with the 1996 Regulations.

10.  The Company may exercise the powers conferred by the Acts of paying
     commissions to persons subscribing or procuring subscriptions for shares of
     the Company or agreeing so to do, whether absolutely or conditionally, and
     any such commission may be satisfied by the payment of cash or the
     allotment of fully or partly paid shares of the Company, or partly in the
     one way and partly in the other: provided that the rate per cent. or the
     amount of the commission paid or agreed to be paid shall be disclosed in
     the manner required by the Acts and shall not exceed 10 per cent. of the
     price at which the shares in respect whereof the commission is paid are
     issued or an amount equivalent thereto. The Company may also, on any issue
     of shares, pay such brokerage as may be lawful.

11.  (a)  Except as required by law, no person shall be recognised by the
          Company as holding any share upon any trust, and the Company shall not
          be bound by or compelled in any way to recognise (even when having
          notice thereof) any

                                       45

<PAGE>

          equitable, contingent, future or partial interest in any share or any
          interest in any fraction or part of a share or (except only as by
          these Articles or by law otherwise provided) any other rights in
          respect of any share except an absolute right to the entirety thereof
          in the registered holder.

     (b)  Without prejudice to the foregoing the Directors may by notice in
          writing addressed and sent to or left with any member require such
          member to inform the Company in writing not more than 14 days after
          service of the notice of the capacity in which such member holds any
          share of the Company and if such member holds any share otherwise than
          as beneficial owner to furnish in writing, so far as it is within the
          member's knowledge, the name and address of the person on whose behalf
          the member holds such share or, if the name or address of such person
          is not forthcoming, such particulars as will enable or assist in the
          identification of such person, and the nature of the interest of such
          person in such share and the Directors may by like notice or by a
          series of like notices require any person so named or identified to
          furnish information to the Company of the kind required to be
          furnished pursuant to the notice served on the member.

     (c)  Where a notice is given pursuant to the previous paragraph and the
          member or person to whom such notice is given fails to furnish the
          Company with the information required by the notice within the time
          therein specified, the member shall not be entitled to attend meetings
          of the Company nor to exercise the voting rights attached to such
          share, and, if the member holds 0.25% or more of the issued Ordinary
          shares of the Company, the Directors shall be entitled to withhold
          payment of any dividend payable on such shares (without liability to
          pay interest on the amount(s) withheld) and the member shall not be
          entitled to transfer such shares except by sale through a Stock
          Exchange to a bona fide unconnected third party. Sanctions imposed on
          a member pursuant to the foregoing shall cease to apply after not more
          than seven days from the earlier of:

          (i)  receipt by the Company of notice that the member has sold the
               shares to an unconnected third party in the manner described
               above; or

          (ii) due compliance, to the satisfaction of the Company, with the
               notice served under (b) above.

     (d)  In relation to any share which is held in uncertificated form, the
          prohibition of transfers in paragraph (c) above shall not be effective
          to the extent that it is inconsistent with the 1996 Regulations, the
          transfer of title to such shares by means of a relevant system or the
          rules and requirements of the relevant system.

     (e)  If and to the extent that the prohibition in paragraph (c) above is
          not or may not be effective in relation to shares which are held in
          uncertificated form, the Directors may take such further steps
          (including requiring that the shares are converted into certificated
          form) as the Directors shall think fit for giving effect so far as
          practicable to the prohibition in paragraph (c) above provided that
          such steps (i) are acceptable to the Operator of the relevant system
          (ii) are not inconsistent with the 1996 Regulations, the transfer
          generally of title to such shares by means of the relevant system or
          the rules and requirements of the relevant system and (iii) do not
          have as their object or effect the imposition of a more onerous
          restriction on transfer than would apply to shares held in
          certificated form.

12.  (a)  Other than in relation to any shares which are held or to beheld in
          uncertificated form (in respect of which no share certificate shall be
          issued), every person whose name is entered as a member in the
          Register of Members shall be entitled without

                                       46

<PAGE>

          payment to one certificate issued in accordance with Article 116 of
          these Articles for all his shares of each class and, if he transfers
          part of his holding, to one certificate for the balance of such
          holding; and upon payment of such reasonable sum as may be determined
          by the Directors from time to time in respect of each certificate
          after the first, he shall also be entitled to several certificates,
          each for one or more of his shares. Every certificate for shares shall
          be issued within two months after allotment or, in the case of a
          transfer (not being a transfer to a Stock Exchange Nominee when other
          provisions apply) within two months after the lodgment with the
          Company of the transfer of the shares, unless the conditions of issue
          of such shares otherwise provide. The Company shall not be bound to
          register more than four persons as the joint holders of any share
          (except in the case of executors or trustees of a deceased member)
          and, in the case of a share held jointly by several persons, the
          Company shall not be bound to issue more than one certificate therefor
          and delivery of a certificate for a share to one of several joint
          holders shall be sufficient delivery to all.

     (b)  Conversion of shares from certificated form into uncertificated form
          and vice versa shall be effected in accordance with the 1996
          Regulations and, subject thereto, in such manner as the Directors may
          determine.

     (c)  Where a member transfers part only of the shares comprised in a share
          certificate (or requests in the manner required by the 1996
          Regulations that part only of the shares comprised in a share
          certificate be converted from certificated to uncertificated form) the
          old certificate shall be cancelled and a new certificate for the
          balance of such shares shall be issued in lieu without charge.

     (d)  Where any share is converted from uncertificated to certificated form
          the Company shall issue a certificate for that share (subject to the
          foregoing provisions of this Article) within two months after the date
          on which the Company received the relevant Operator-instruction.

13.  (a)  If a share certificate shall be damaged or defaced or alleged to have
          been lost, stolen or destroyed, a new certificate representing the
          same shares may be issued to the holder upon request subject to
          delivery up of the old certificate or (if alleged to have been lost,
          stolen or destroyed) compliance with such conditions as to evidence
          and indemnity and the payment of any exceptional out-of-pocket
          expenses of the Company in connection with the request as the Company
          may require.

     (b)  In the case of shares held jointly by separate persons any such
          request may be made by any one of the joint holders.

                                      LIEN

14.  The Company shall have a first and paramount lien on every share (not being
     a fully paid share) registered in the name of any member whether solely or
     jointly with others for all moneys due or presently to become due to the
     Company on foot of a call, or at a fixed time, in respect of the share. The
     Company's lien on a share shall extend to all dividends or other moneys
     payable thereon or in respect thereof. The Directors may at any time
     declare any share to be exempt, wholly or partially, from the provisions of
     this Article.

15.  For the purpose of enforcing such lien the Directors may sell all or any of
     the shares subject thereto at such time and in such manner as they think
     fit, but no sale shall

                                       47

<PAGE>

     be made until such time as the moneys in respect of which such lien exists,
     or some part thereof, are or is presently payable and until a notice in
     writing stating the amount due and demanding payment thereof and giving
     notice of intention to sell in default shall have been served in such
     manner as the Directors shall think fit on such member or the person (if
     any) entitled by transmission to the shares and default in payment shall
     have been made by him for seven days after the service of such notice.

16.  The net proceeds of such sale after payment of the costs of such sale shall
     be applied in or towards payment or satisfaction of the amount in respect
     whereof the lien exists so far as the same is then payable and any residue
     shall, upon surrender to the Company for cancellation of the certificate
     for the shares sold if the shares be held in certificated form and subject
     to a like lien for sums not presently payable as existed upon the shares
     prior to the sale, be paid to the person entitled to the shares at the time
     of the sale.

17.  For the purpose of giving effect to any such sale the Directors may by
     resolution or instrument under seal authorise some person in the name and
     on behalf of the member or the person (if any) entitled by transmission to
     the shares to execute a transfer of the shares sold to the purchaser. The
     purchaser's name shall be entered in the Register of Members as the holder
     of the shares and the purchaser shall not be bound to see to the regularity
     or validity of, or be affected by any irregularity or invalidity in, the
     proceedings or be bound to see to the application of the purchase money,
     and after his name has been entered in the Register of Members the validity
     of the sale shall not be impeached by any person, and the remedy of any
     person aggrieved by the sale shall be in damages only and against the
     Company exclusively.

                                CALLS ON SHARES

18.  The Directors may, subject to the provisions of these Articles and to any
     conditions of allotment, from time to time make such calls upon the members
     in respect of all moneys unpaid on their shares (whether on account of the
     nominal amount of the shares or where permitted, by way of premium) as they
     think fit, and each member shall (subject to receiving at least 14 days'
     notice specifying the time or times and place of payment) be liable to pay
     the amount of every call so made upon him to the Company and at the time or
     times and place so appointed by the Directors. A call may be made payable
     by instalments. A call may be revoked or postponed as the Directors may
     determine. A call shall be deemed to have been made at the time when the
     resolution of the Directors authorising such call was passed.

19.  Where there is more than one holder of a share they shall be jointly and
     severally liable to pay all calls in respect thereof.

20.  If on the day appointed for payment thereof a call payable in respect of a
     share shall not have been paid, the person from whom the amount of the call
     is due shall pay interest on such amount from the day appointed for payment
     thereof to the time of actual payment at the rate fixed by the terms of
     allotment or as the Directors shall determine, but the Directors may waive
     payment of such interest wholly or in part.

21.  On the trial or hearing of any action for the recovery of any money due for
     any call it shall be sufficient to prove that the name of the member sued
     is entered in the Register as the holder, or one of the holders, of the
     shares in respect of which such debt accrued, that the resolution making
     the call is duly recorded in the minute book,

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<PAGE>

     and that notice of such call was duly given to the member sued, in
     pursuance of these presents, and it shall not be necessary to prove the
     appointment of the Directors who made such call nor any other matters
     whatsoever, but the proof of the matters aforesaid shall be conclusive
     evidence of the debt.

22.  Any sum which by the terms of issue of a share is made payable upon
     allotment or at any fixed date, whether on account of the nominal amount of
     the share or the premium (if any) on such share shall, for all purposes of
     these Articles, be deemed to be a call duly made and payable on the date
     appointed for payment and, in case of non-payment, all the relevant
     provisions of these Articles as to payment of interest, forfeiture and the
     like shall apply as if such sum were a call duly made and notified.

23.  Subject to the terms of allotment the Directors may on the issue of shares
     make different arrangements as between holders of such shares as respects
     the amounts of calls to be paid and the time for payment of such calls on
     their shares.

24.  The Directors may, if they think fit, receive from any member willing to
     advance the same, all or any part of the moneys due upon his shares beyond
     the sums actually called up thereon, and such payment in advance of a call
     shall extinguish pro tanto the liability upon the shares in respect of
     which such call is made and upon all or any of the moneys so advanced the
     Directors may (until and to the extent that the same would, but for such
     advance, become presently payable) pay or allow such interest (not
     exceeding, without the consent of the Company by Ordinary Resolution, 12
     per cent. per annum) as may be agreed between them and such member, but any
     sum paid in excess of the amount for the time being called up shall not be
     included or taken into account in ascertaining the amount of the dividend
     payable on the shares in respect of which such advance has been made.

                              FORFEITURE OF SHARES

25.  If a member fails to pay any call or instalment of a call on the day
     appointed for payment thereof, the Directors may at any time thereafter
     during such time as any part of such call or instalment remains unpaid
     serve a notice on such member requiring him to pay so much of such call or
     instalment as remains unpaid together with any interest which may have
     accrued.

26.  The notice shall name a further day (not earlier than seven days from the
     date of service thereof) on or before which, and the place at which such
     payment is to be made and shall state that in the event of non-payment at
     or before the time and at the place appointed the shares on which the call
     was made will be liable to be forfeited.

27.  If the requirements of any such notice as aforesaid are not complied with,
     any share in respect of which such notice has been given may at any time
     thereafter, before payment of all calls and interest due in respect thereof
     has been made, be forfeited by a resolution of the Directors to that
     effect. A forfeiture of shares shall include all dividends declared in
     respect of the forfeited share and not actually paid before the forfeiture.

28.  A forfeited share may be sold, re-issued, or otherwise disposed of, either
     to the person who was before forfeiture the holder thereof or entitled
     thereto or to any other person upon such terms and in such manner as the
     Directors shall think fit and whether

                                       49

<PAGE>

     with or without all or any part of the amount previously paid on the share
     being credited as paid, and at any time before such sale, re-issue or
     disposal the forfeiture may be cancelled on such terms as the Directors
     think fit. The Directors may, if necessary, authorise some person to
     transfer in manner hereinbefore provided a forfeited share to any other
     person.

29.  A member whose share has been forfeited shall cease to be a member in
     respect of the forfeited share, but shall, notwithstanding the forfeiture,
     remain liable to pay to the Company all calls made and not paid on such
     share at the time of forfeiture, with interest thereon to the date of
     payment at such rate not exceeding 12 per cent. per annum as the Directors
     shall think fit, in the same manner in all respects as if the share had not
     been forfeited and to satisfy all the claims and demands (if any) which the
     Company might have enforced in respect of the share at the time of
     forfeiture without any deduction or allowance for the value of the share at
     the time of forfeiture.

30.  A statutory declaration in writing that the declarant is a Director or the
     Secretary of the Company and that a share has been duly forfeited on a date
     stated in the declaration shall be conclusive evidence of the facts therein
     stated against all persons claiming to be entitled to the share; such
     declaration shall (subject to the execution of a transfer if the same be
     required) constitute a good title to the share and the new holder of the
     share shall not be bound to see to the application of the consideration (if
     any) nor shall his title to the share be affected by any omission,
     irregularity or invalidity in or relating to or connected with the
     proceedings in reference to the forfeiture, sale, re-issue or disposal of
     the share.

                               TRANSFER OF SHARES

31.  (a)  Transfers of shares held in certificated form shall be effected by
          instrument of transfer in any usual form or in any other manner which
          the Directors may approve and any such instrument shall be executed by
          or on behalf of the transferor and, unless the share is fully paid, by
          or on behalf of the transferee.

     (b)  Title to any share which is held in uncertificated form shall be
          transferred by means of the relevant system, in accordance with the
          1996 Regulations and, accordingly, no provision of these Articles
          which requires a written instrument of transfer and the lodging of a
          share certificate with the Company shall apply to such a transfer. The
          Directors may make such arrangements as they think fit in relation to
          evidencing of title to and transfer of shares held in uncertificated
          form subject always to the 1996 Regulations.

32.  The transferor shall be deemed to remain the holder of the share until the
     name of the transferee is entered in the Register of Members in respect
     thereof.

33.  (l)  Subject to paragraph (2) below, the Directors may decline to register
          any transfer of shares:-

          (a)  upon which the Company has a lien and in the case of shares not
               fully paid up may refuse to register a transfer to any transferee
               of whom they do not approve without assigning any reason for such
               refusal; or

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<PAGE>

          (b)  to an infant or a person declared by an Order of a Court or other
               competent authority to be mentally disordered and incapable for
               the time being of dealing with his affairs.

     (2)  Notwithstanding paragraph (1) above, a transfer of title to shares
          held in uncertificated form in accordance with an Operator-instruction
          shall be registered where such registration is required under the
          terms of the 1996 Regulations. No transfer of title to shares held in
          uncertificated form shall be registered except in accordance with the
          provisions of the 1996 Regulations.

34.  The Directors may decline to register a renunciation of an allotment or
     transfer of shares (whether fully paid or not) in favour of more than four
     persons jointly.

35.  The Directors may decline to recognise any instrument of transfer of shares
     held in certificated form unless the instrument of transfer is in respect
     of only one class of share and is lodged at the Office or such other place
     as the Directors may appoint accompanied by the relevant share
     certificate(s) and such other evidence as the Directors may reasonably
     require to show the right of the transferor to make the transfer (and, if
     the instrument of transfer is executed by some other person on his behalf,
     the authority of that person so to do).

36.  If the Directors decline to register a transfer of any shares they shall,
     within two months after the date on which the transfer was lodged with the
     Company or on which the relevant Operator-instruction was received by the
     Company, as the case may be, send to the transferee notice of the refusal.

37.  The registration of transfers may be suspended at such times and for such
     periods (not exceeding thirty days in any year) as the Directors may from
     time to time determine but only with the prior consent of the Operator, if
     any shares shall be held in uncertificated form.

38.  All instruments of transfer which shall be registered shall be retained by
     the Company subject always as provided in Article 152 hereof.

39.  No fee will be charged by the Company in respect of the registration of any
     instrument of transfer or other document relating to or affecting the title
     to any shares or otherwise for making any entry in the Register of Members
     affecting the title to any shares.

40.  Nothing in these Articles shall preclude the Directors from recognising a
     renunciation of the allotment of any shares by the allottee in favour of
     some other person or in favour of not more than four persons jointly.

                             TRANSMISSION OF SHARES

41.  In the case of the death of a member, the survivors or survivor where the
     deceased was a joint holder, and the legal personal representatives of the
     deceased where he was a sole or only surviving joint holder, shall be the
     only persons recognised by the Company as having any title to his interest
     in the shares, but nothing in this Article shall release the estate of a
     deceased holder (whether sole or joint) from any liability in respect of
     any share held by him.

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<PAGE>

42.  Any person becoming entitled to a share in consequence of the death,
     bankruptcy or insolvency of a member or otherwise by operation of law may,
     upon producing such evidence of title as may from time to time be properly
     required by the Directors and subject as hereinafter provided, elect either
     to be registered himself as the holder of the share upon giving notice in
     writing to the Company of such desire or transfer such shares to some other
     person. All the limitations, restrictions and provisions of these Articles
     relating to the right to transfer and the registration of transfers of
     shares shall be applicable to any such notice or transfer as aforesaid as
     if the said notice or transfer were a transfer executed by the said member.

43.  A person becoming entitled to a share by transmission shall be entitled to
     receive and give a discharge for any dividends or other moneys payable on
     or in respect of the share, but he shall not be entitled to receive notices
     of, or to attend or vote at, meetings of the Company or (save as aforesaid)
     to exercise any of the rights or privileges of a member in respect of the
     share, unless and until he shall be entered in the Register of Members as
     the holder thereof; however, the Directors may at any time give notice
     requiring any person to elect either to be registered himself or to
     transfer the share and, if the notice is not complied with within 90 days,
     the Directors may thereafter withhold payment of all dividends, or other
     moneys payable in respect of the share until the requirements of the notice
     have been complied with.

                                     STOCK

44.  The Company may by Ordinary Resolution convert any paid up shares into
     stock, and re-convert any stock into paid-up shares of any denomination.

45.  The holders of stock may transfer the same or any part thereof in the same
     manner and subject to the same regulations as and subject to which the
     shares from which the stock arose might previously to conversion have been
     transferred, or as near thereto as circumstances will admit, but the
     Directors may from time to time fix the minimum amount of stock
     transferable, provided that such minimum shall not exceed the nominal
     amount of the shares from which the stock arose.

46.  The holders of stock shall, according to the amount of the stock held by
     them, have the same rights, privileges and advantages as regards dividends,
     participation in assets on a winding up, voting at meetings and other
     matters as if they held the shares from which the stock arose, but no such
     privilege or advantage (except participation in dividends and profits of
     the Company and in the assets on a winding up) shall be conferred by an
     amount of stock which would not, if existing in shares, have conferred such
     privilege or advantage.

47.  All such provisions of these Articles as are applicable to paid up shares
     shall apply to stock, and in all such provisions the words "share" and
     "member" shall include "stock" and "stockholder" respectively.

                              INCREASE OF CAPITAL

48.  The Company may from time to time by Ordinary Resolution increase its share
     capital by such sum, to be divided into shares of such amounts and
     denominated in such currency or currencies, as the resolution shall
     prescribe.

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<PAGE>

49.  The new shares shall be issued upon such terms and conditions and with such
     rights and privileges annexed thereto as the General Meeting resolving upon
     the creation thereof shall direct, and if no direction be given as the
     Directors shall determine and in particular such shares may be issued with
     a preferential or qualified right to dividends and in the distribution of
     assets of the Company and with a special, or without any, right of voting.

50.  Except so far as otherwise provided by the conditions of issue or by these
     Articles any capital raised by the issue of new shares shall be considered
     part of the preexisting capital and shall be subject to the provisions
     herein contained with reference to allotments, the payment of calls and
     instalments, transfer and transmission, forfeiture, lien and otherwise.

                             ALTERATION OF CAPITAL

51.  The Company from time to time may by Ordinary Resolution:

     (a)  consolidate and divide all or any of its share capital into shares of
          larger amount than its existing shares;

     (b)  sub-divide its shares, or any of them, into shares of smaller amount
          so however that in the sub-division the proportion between the amount
          paid and the amount, if any, unpaid on each reduced share shall be the
          same as it was in the case of the share from which the reduced share
          is derived, and so that the resolution whereby the share is
          sub-divided may determine that, as between the holders of the shares
          resulting from such sub-division, one or more of the shares may have
          such preferred or other special rights over, or may have such deferred
          rights, or be subject to such restrictions as compared with the others
          as the Company has power to attach to any unissued or new shares;

     (c)  cancel shares which, at the date of the passing of the resolution in
          that behalf, have not been taken or agreed to be taken by any person,
          and diminish the amount of its share capital by the amount of the
          shares so cancelled;

     and may by Special Resolution reduce its share capital in any way and any
     capital redemption reserve fund and any share premium account in any manner
     authorised by the Acts. The Company may also, subject to the provisions of
     the Acts, purchase its own shares including redeemable shares. Unless
     otherwise provided by the terms of issue and without prejudice to the
     rights attached to any preference share to participate in any return of
     capital, the rights, privileges, limitations and restrictions attached to
     any preference share shall be deemed not to be varied, altered or abrogated
     by a reduction in any share capital ranking as regards participation in the
     profits and assets of the Company pari passu with or after that preference
     share.

                             PURCHASE OF OWN SHARES

52.  (a)  Subject to the provisions of the Acts and to the extent permitted
          thereby, to any rights conferred on the holders of any class of shares
          and to the following paragraphs of this Article, the Company may
          purchase any of its shares of any class and may cancel any shares so
          purchased or hold them as Treasury Shares with liberty to re-issue any
          such share or shares on such terms and conditions and in such manner
          as the Directors may from time to time determine.

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<PAGE>

     (b)  Notwithstanding the provisions of Section 215 of the Companies Act,
          1990, the Company shall not make market purchases of its own shares
          unless such purchases shall have been authorised by Special Resolution
          of the Company (a 'Section 215 Resolution').

     (c)  The Company shall not be required to select the shares to be purchased
          on a pro rata basis or in any particular manner as between the holders
          of shares of the same class or as between the holders of shares of
          different classes or in accordance with the rights as to dividends or
          capital attached to any class of shares.

     (d)  For the purposes of any Section 215 Resolution:-

          (i)  the maximum number of shares authorised to be purchased shall be
               specified in the Section 215 Resolution;

          (ii) the minimum price which may be paid for any shares to be
               purchased shall be the nominal value thereof;

          (iii) the maximum price which may be paid for any shares to be
               purchased shall be 5 per cent above the average of the closing
               quotation prices of such shares on the Irish Stock Exchange for
               the five business days immediately preceding the day of purchase,
               and, in respect of any business day on which there shall be no
               dealing in such shares on the Irish Stock Exchange, the price
               which is equal to (i) the mid-point between the high and low
               market guide prices in respect of such shares for that business
               day, or (ii) if there shall be only one such market guide price
               so published, the market guide price so published; such prices
               shall be as published in the Irish Stock Exchange Daily Official
               List (or any successor publication thereto).

                           REISSUE OF TREASURY SHARES

53.  For the purposes of any resolution of the Company proposing to determine,
     in accordance with Section 209 of the Companies Act, 1990, the reissue
     price range at which any treasury shares for the time being held by the
     Company may be reissued off-market:-

     (a)  the minimum price at which a treasury share may be re-issued
          off-market for the purposes of any of the schemes (as defined below)
          shall be the issue price as provided for in such scheme and in all
          other circumstances shall be 95% of the Appropriate Price (which, for
          these purposes, shall mean the average of the closing quotation prices
          of the Ordinary Shares for the five business days immediately
          preceding the day on which the treasury share is re-issued, as
          published in the Irish Stock Exchange Daily Official List (or any
          successor publication thereto) and, in respect of any business day on
          which there shall be no dealing in such shares on such Exchange, the
          price which is equal to (i) the mid-point between the high and low
          market guide prices in respect of such shares for such business day as
          published in the Irish Stock Exchange Daily Official List (or any
          successor publication thereto); or (ii) if there shall be only one
          such market guide price so published, the market guide price so
          published);

     (b)  the maximum price at which a treasury share may be re-issued
          off-market shall be 120% of the Appropriate Price;

     (c)  "schemes" shall mean the AIB Approved Employees' Profit Sharing Scheme
          1998, the Approved Employees' Profit Sharing Scheme -- U.K., the
          Executive Share Option Scheme, the Dauphin Stock Option plans, the AIB
          Dividend Reinvestment Plan, the Long Term Incentive Plan and any other
          scheme or

                                       54

<PAGE>

          plan which involves the issue of Ordinary Shares and which has been
          approved by the shareholders in General Meeting.

                                GENERAL MEETINGS

54.  The Company shall in each year hold a General Meeting as its Annual General
     Meeting in addition to any other meetings in that year and not more than
     fifteen months shall elapse between the date of one Annual General Meeting
     and that of the next.

55.  (a)  The Annual General Meeting shall be held at such time and place as the
          Directors shall determine. All General Meetings other than Annual
          General Meetings shall be called Extraordinary General Meetings.

     (b)  Every Annual General Meeting shall be held in Ireland unless either
          all the members entitled to attend and vote at such meeting consent in
          writing to its being held elsewhere or a resolution providing that it
          be held elsewhere shall have been passed at the preceding Annual
          General Meeting.

56.  The Directors may at any time call an Extraordinary General Meeting.
     Extraordinary General Meetings shall also be convened on such requisition,
     or in default may be convened by such requisitionists, as is provided by
     the Acts.

                           NOTICE OF GENERAL MEETINGS

57.  In the case of an Annual General Meeting or of a meeting for the passing of
     a Special Resolution or the appointment of a Director, twenty-one clear
     days' notice at the least, and in any other case fourteen clear days'
     notice at the least, shall be given in writing in manner hereinafter
     mentioned to all the members (other than those who, under the provisions of
     these Articles or the conditions of issue of the shares held by them, are
     not entitled to receive the notice) and to the Auditors for the time being
     of the Company.

58.  Such notice shall state:-

     (a)  The place, the day and hour of the meeting.

     (b)  In any case where there is to be special business, the general nature
          of such business.

     (c)  That the Meeting is the Annual General Meeting, where such is the
          case.

     (d)  In reasonable prominence, that a member entitled to attend and vote is
          entitled to appoint a proxy (or more than one proxy as alternates) to
          attend, speak and vote in his place and that a proxy need not be a
          member of the Company.

59.  (a)  A General Meeting other than a meeting for the passing of a Special
          Resolution shall, notwithstanding that it is called by shorter notice
          than that hereinbefore specified, be deemed to have been duly called
          if it is so agreed by the Auditors and by all the members entitled to
          attend and vote thereat.

     (b)  A resolution may be proposed and passed as a Special Resolution at a
          meeting of which less than twenty-one days' notice has been given if
          it is so agreed by a majority in number of the members having the
          right to attend and vote at any

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<PAGE>

          such Meeting, being a majority together holding not less than ninety
          per cent. in nominal value of the shares giving that right.

60.  Where, by any provision contained in the Acts, extended notice is required
     of a resolution, the resolution shall not be effective unless (except where
     the Directors of the Company have resolved to submit it) notice of the
     intention to move it has been given to the Company not less than
     twenty-eight days (or such shorter period as the Act permits) before the
     meeting at which it is moved, and the Company shall give to the members
     notice of any such resolutions as required by and in accordance with the
     provisions of the Acts.

61.  The accidental omission to give notice to, or the non-receipt of notice by,
     any person entitled to receive notice shall not invalidate the proceedings
     at any General Meeting.

                        PROCEEDINGS AT GENERAL MEETINGS

62.  All business shall be deemed special that is transacted at an Extraordinary
     General Meeting. All business that is transacted at an Annual General
     Meeting shall also be deemed special with the exception of declaring a
     dividend, receiving the accounts, balance sheets and reports of the
     Directors and Auditors, electing Directors in the place of those retiring,
     voting additional remuneration for the Directors, appointing Auditors and
     fixing of the remuneration of the Auditors.

63.  No business shall be transacted at any General Meeting unless a quorum is
     present at the time when the meeting proceeds to business. Ten members
     present in person and entitled to vote at such meeting shall be a quorum.

64.  If within half an hour from the time appointed for the meeting (or such
     longer period as the Chairman may think fit to allow) a quorum is not
     present, the meeting, if convened on the requisition of or by members,
     shall be dissolved. In any other case it shall stand adjourned to the same
     day in the next week at the same time and place or to such other day and at
     such other time and place as the Chairman may determine and, if at such
     adjourned meeting a quorum is not present within fifteen minutes from the
     time appointed for holding the meeting, the members present in person or by
     proxy and entitled to vote at such meeting shall be a quorum, but so that
     not less than two individuals shall constitute the quorum.

65.  Without prejudice to any other powers which he may exercise, the Chairman
     may, with the consent of any meeting at which a quorum is present, and
     shall, if so directed by the meeting, adjourn the meeting from time to time
     and from place to place. Whenever a meeting is adjourned for fourteen days
     or more, seven clear days' notice at the least, specifying the place, the
     day and the hour of the adjourned meeting shall be given as in the case of
     the original meeting, but it shall not be necessary to specify in such
     notice the nature of the business to be transacted at the adjourned
     meeting. Save as aforesaid, no member shall be entitled to any notice of an
     adjournment. No business shall be transacted at any adjourned meeting other
     than the business which might have been transacted at the meeting from
     which the adjournment took place.

66.  The Chairman of the .Board of Directors, or in his absence any Deputy
     Chairman or if neither is present some other Director nominated by the
     Directors, shall preside at every General Meeting, but if at any meeting
     neither the Chairman nor any Deputy Chairman nor such other Director be
     present within fifteen minutes after the time appointed for holding the
     same, or if, being present, none of them be willing to act

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<PAGE>

     as Chairman, the Directors present shall choose some Director present to be
     Chairman, or if no Director be present, or if all the Directors present
     decline to take the chair, the members present and entitled to vote at such
     meeting shall choose some member present to be Chairman.

67.  Save as otherwise herein expressly provided, at any General Meeting a
     resolution put to the vote of the meeting shall be decided on a show of
     hands unless, before or upon the declaration of the result of the show of
     hands, a poll is demanded in accordance with the provisions hereinafter
     contained. Unless a poll be so demanded, a declaration by the Chairman that
     a resolution has been carried or carried unanimously or by a particular
     majority, or lost, or not carried by a particular majority, and an entry to
     that effect in the book containing the minutes of proceedings of the
     Company shall be conclusive evidence of the fact without proof of the
     number or proportion of the votes recorded in favour of or against such
     resolution.

68.  (a)  A poll may be demanded on any question by the Chairman, or:

     (b)  A poll may also be demanded by any member on a special resolution
          authorising an off-market purchase of its own shares by the Company
          under Section 213 of the Companies Act, 1990, or:

     (c)  A poll may also be demanded on any question other than the election of
          the Chairman or of adjournment of the meeting:-

          (i)  by not less than five members having the right to vote at the
               meeting, or

          (ii) by a member or members representing not less than one-tenth of
               the total voting rights of all the members having the right to
               vote at the meeting, or

          (iii) by a member or members holding shares in the Company conferring
               a right to vote at the meeting, being shares on which an
               aggregate sum has been paid up equal to not less than one-tenth
               of the total sum paid up on all the shares conferring that right.

     (d)  The demand for a poll shall not prevent the continuance of a meeting
          for the transaction of any business other than the question on which a
          poll has been demanded.

     (e)  The demand for a poll may be withdrawn.

     (f)  The instrument appointing a proxy to vote at a meeting shall be deemed
          also to confer authority to demand or join in demanding a poll, and
          for the purposes of this Article a demand by a person as proxy for a
          member shall be the same as a demand by the member.

     (g)  A poll on the election of the Chairman or on a question of adjournment
          shall be taken forthwith. A poll on any other question shall be taken
          either immediately or at such time (not being more than thirty days
          from the date of the meeting or adjourned meeting at which the poll
          was demanded) and place as the Chairman shall direct and shall be
          taken in such manner (including the use of ballot or voting papers) as
          the Chairman shall direct. The result of a poll shall be deemed to be
          the resolution of the meeting at which the poll was demanded. No
          notice need be given of a poll not taken immediately.

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<PAGE>

     (h)  If any vote shall be counted which ought not to have been counted or
          might have been rejected or any vote shall not be counted which ought
          to have been counted, the error shall not vitiate the result of the
          voting unless it be pointed out at the meeting or adjourned meeting at
          which the vote is given and not in that case unless it shall in the
          opinion of the Chairman of the meeting be of sufficient magnitude to
          vitiate the result of the voting.

     (i)  On a poll a member entitled to more than one vote need not, if he
          votes, use all his votes or cast all the votes he uses in the same
          way.

                                VOTES OF MEMBERS

69.  Subject to any special rights or restrictions as to voting attached to any
     share or class of shares, on a show of hands every member who is present in
     person or by proxy and entitled to vote shall have one vote, so, however,
     that no individual shall have more than one vote and upon a poll every
     member present in person or by proxy shall have one vote for each share of
     which he is the holder.

70.  In the case of an equality of votes, whether on a show of hands or on a
     poll, the Chairman of the meeting shall be entitled to a further or casting
     vote.

71.  A member who is not sui juris may vote, whether on a show of hands or on a
     poll, by his committee, guardian, receiver, curator bonis or other person
     in the nature of a committee, guardian, receiver or curator bonis appointed
     by a court, and such committee, guardian, receiver, curator bonis or other
     person may on a poll vote by proxy, provided that such evidence as the
     Directors may require of the authority of the person claiming to vote shall
     have been deposited at the Office not less than forty-eight hours before
     the time for holding the meeting or adjourned meeting at which such person
     claims to vote.

72.  In the case of joint holders of a share, the vote of the senior who tenders
     a vote, whether in person or by proxy, shall be accepted to the exclusion
     of the votes of the other joint holders, and for this purpose seniority
     shall be determined by the order in which the names stand in the Register
     of Members in respect of the joint holding.

73.  No member shall be entitled to vote, either personally or by proxy, at any
     General Meeting or to exercise any privilege as a member unless all calls
     or other sums presently payable by him in respect of shares in the Company
     have been paid.

74.  Votes may be given either personally or by proxy.

75.  No objection shall be raised to the qualification of any voter except at
     the meeting or adjourned meeting at which the vote objected to is given or
     tendered, and every vote not disallowed at such meeting shall be valid for
     all purposes. Any such objection made in due time shall be referred to the
     Chairman of the meeting, whose decision shall be final and conclusive.

76.  The instrument appointing a proxy shall be in writing under the hand of the
     appointor or of his attorney duly authorised in writing or, if the
     appointor is a corporation, either under its common seal or under the hand
     of an officer or attorney so authorised.

77.  Any person, whether a member of the Company or not, may be appointed to act
     as a proxy. A member may appoint more than one proxy as alternates to
     attend, speak and vote but only one such alternate may attend, speak and
     vote.

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78.  (a)  The instrument appointing a proxy and the power of attorney or other
          authority (if any) under which it is signed, or a notarially certified
          or office copy of such power or authority, shall be received at the
          Office or at such other place in Ireland as is specified for the
          purpose in the notice convening the meeting or in the instrument of
          proxy issued by the Company not less than forty-eight hours before the
          time appointed for holding the meeting or adjourned meeting at which
          the person named in the instrument proposes to vote or in the case of
          a poll not less than forty-eight hours before the time appointed for
          taking the poll and in default the instrument of proxy shall not be
          treated as valid. Instruments of proxy may, provided they are received
          in legible form, be submitted by telefax to such telefax number as may
          be specified by the Secretary for such purpose.

     (b)  When two or more valid but differing instruments or proxy are received
          in respect of the same shares for use at the same meeting, the one
          bearing the later date shall be treated as replacing and revoking the
          other; if the instruments are undated the one last received shall be
          treated as valid and if the Company is unable to determine which was
          the last received, none shall be treated as valid.

79.  An instrument of proxy shall be in writing in any usual or common form or
     in such form as the Directors shall approve. Instruments of proxy need not
     be witnessed.

80.  The Directors may at the expense of the Company send, by post or otherwise,
     to the members instruments of proxy (with or without stamped envelopes for
     their return) for use at any General Meeting or at any Class Meeting,
     either in blank or nominating any one or more of the Directors or any other
     persons in the alternative. If for the purpose of any meeting invitations
     to appoint as proxy a person or one of a number of persons specified in the
     invitations are issued at the expense of the Company, such invitations
     shall be issued to all (and not to some only) of the members entitled to be
     sent a notice of the meeting and to vote thereat by proxy.

81   A vote given in accordance with the terms of an instrument of proxy shall
     be valid notwithstanding the death or mental disorder of the principal, or
     the revocation of the instrument of proxy or of the authority under which
     the instrument of proxy was executed, or the transfer of the share in
     respect of which the instrument of proxy is given, provided that no
     intimation in writing of such death, mental disorder, revocation or
     transfer shall have been received by the Company at the Office three hours
     at least before the commencement of the meeting or adjourned meeting at
     which the instrument of proxy is used.

                     CORPORATIONS ACTING BY REPRESENTATIVES

82.  A corporation which is a member of the Company may by resolution of its
     directors or other governing body authorise such person as it thinks fit to
     act as its representative at any meeting of the Company or of any class of
     members of the Company, and the person so authorised shall be entitled to
     exercise the same powers on behalf of the corporation which he represents
     as that corporation could exercise if it were an individual member of the
     Company.

                                   DIRECTORS

83.  The Company may by Ordinary Resolution from time to time reduce the number
     of Directors and fix and vary the maximum number of Directors. Unless
     otherwise determined by the Company by Ordinary Resolution, the number of
     Directors shall in no event be less than seven.

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84.  A Director shall not require a share qualification, but nevertheless shall
     be entitled to attend and speak at any General Meeting and at any Class
     Meeting.

85.  The remuneration of the Directors shall be determined from time to time by
     the Company in General Meeting. Any Director while holding the office of
     Chairman or Deputy Chairman shall be entitled to such additional
     remuneration as may be determined from time to time by the Directors.
     Remuneration granted under this Article may be by way of fees, salary,
     commission, participation in profits, or all or any of such modes, or by
     such other mode as the Company may from time to time consider appropriate.
     All remuneration fixed or granted under this Article shall accrue from day
     to day.

86.  The Directors shall also be entitled to be paid all travelling, hotel and
     other expenses incurred by them respectively in and about the performance
     of their duties as Directors, including their expenses of travelling to and
     from meetings of the Directors or Committees of the Directors or General
     Meetings.

87.  Any Director who serves on any Committee or who devotes special attention
     to the business of the Company or who otherwise performs services which in
     the opinion of the Directors are outside the scope of the ordinary duties
     of a Director may be paid such extra remuneration by way of salary,
     commission, participation in profits or otherwise as the Directors may
     determine.

              APPOINTMENT AND RETIREMENT BY ROTATION OF DIRECTORS

88.  Subject to the provisions of these Articles, one-third of the Directors for
     the time being, or, if their number is not three or a multiple of three,
     then not less than one-third shall retire from office at each Annual
     General Meeting.

89.  Subject to the provisions of these Articles, the Directors to retire at
     each Annual General Meeting shall be the Directors who have been longest in
     office since their last appointment. As between Directors of equal
     seniority, the Directors to retire shall in the absence of agreement be
     selected from among them by lot. Subject as aforesaid, a retiring Director
     shall be eligible for re-appointment and shall act as a Director throughout
     the meeting at which he retires.

90.  The Company may by Ordinary Resolution at the meeting at which any Director
     retires in manner aforesaid fill up the vacated office by appointing a
     person who is willing to act to be a Director, and in default the retiring
     Director, if willing to act, shall be deemed to have been re-appointed
     unless at such meeting it is expressly resolved not to fill such vacated
     office or a resolution for the re-appointment of such Director shall have
     been put to the meeting and lost.

91.  At a General Meeting a motion for the appointment of two or more persons as
     Directors of the Company by a single resolution shall not be made unless a
     resolution that it shall be so made has been first agreed to by the meeting
     without any vote being given against it and any resolution moved in
     contravention of this provision shall be void.

92.  No person, other than a Director retiring at the meeting shall, unless
     recommended by the Directors for appointment, be eligible for appointment
     to the office of Director at any General Meeting unless, within the
     prescribed time before the day appointed

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     for the meeting, there shall have been given to the Company notice in
     writing by a member duly qualified to be present and vote at the meeting,
     of his intention to propose such person for appointment and also notice in
     writing signed by the person to be proposed of his willingness to act, if
     so appointed. A member may not propose himself for appointment. The
     prescribed time above mentioned shall be such that, between the date when
     the notice is served or deemed to be served and the day appointed for the
     meeting, there shall be not less than forty-two days. A proposal put to the
     meeting under this Article for the appointment of a person, not being a
     Director retiring at the meeting or a person recommended by the Directors,
     to be a Director shall be decided on a poll unless the Chairman of the
     meeting rules otherwise.

93.  Where the Company by Ordinary Resolution in accordance with Article 83
     reduces the number of Directors it may by such resolution determine in what
     rotation such reduced number shall retire from office.

94.  The Directors may from time to time and at any time appoint any person to
     be a Director either to fill a casual vacancy or as an additional Director.
     Subject to the provisions of the Acts, a Director so appointed shall hold
     office only until the conclusion of the Annual General Meeting following
     next after his appointment, when he shall retire. A Director who retires
     under this Article shall be eligible for reappointment at the meeting at
     which he retires, but shall not be taken into account in determining the
     rotation of retirement of Directors or the number of Directors to retire at
     such meeting.

                    VACATION OF OFFICE, DISQUALIFICATION AND
                              REMOVAL OF DIRECTORS

95.  (a)  A person shall be disqualified from being a Director, and the office
          of a Director shall ipso facto be vacated forthwith, in any of the
          following circumstances:-

          (i)  If he be or has been at any time adjudged bankrupt or has or had
               a receiving order made against him, or he make or has made any
               arrangement or composition with his creditors generally;

          (ii) If he be declared by an order of a court or other competent
               authority to be mentally disordered;

          (iii) If he be prohibited or restricted from being a Director or a
               director of any company by an order of a court of competent
               jurisdiction made under a provision of the Acts or of any statute
               or otherwise by law;

          (iv) If, without prior leave of the Directors, he be absent from
               meetings of the Directors for six successive months and his
               alternate Director (if any) shall not during such period have
               attended in his stead and the Directors resolve that his office
               be vacated on that account;

          (v)  If, unless the Directors or the court otherwise determine, he be
               convicted of an indictable offence;

          (vi) If he be requested by resolution of the Directors to resign his
               office as Director. To be valid for this purpose the resolution
               shall be passed without a dissenting vote (excluding the vote of
               the Director) at a specially convened meeting of the Directors at
               which every Director shall be present in person or be represented
               by an alternate and of which not less than seven days'

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               notice in writing of the intention to move the resolution and
               specifying the grounds therefor shall have been given to the
               Director. The notice shall request the Director to attend the
               meeting to show cause why, if such be his intention, the
               resolution should not be passed; any action taken by the
               Directors pursuant to this paragraph shall be without prejudice
               to the rights (if any) of the Director in question to seek
               compensation or damages from the Company in respect of the
               termination of his appointment as a Director or of any
               appointment terminating with that of Director;

          (vii) If he has reached an age (the "specified age") at which a person
               may not under these Articles be appointed a Director or, being
               already a Director, shall be required to relinquish office as a
               Director. A Director who reaches the specified age shall continue
               in office until the last day of the year in which the Director
               reaches that age. The specified age shall be fixed by the
               Directors.

     (b)  The office of a Director shall be vacated, subject to any right of
          appointment or re-appointment under these Articles, if:-

          (i)  not being a Director holding for a fixed term an executive office
               in his capacity as a Director, he resign his office by notice in
               writing addressed to the Company and left at or sent to the
               Office; or

          (ii) being the holder of an executive office under the Company other
               than for a fixed term, he shall cease to hold such executive
               office on retirement or otherwise; or

          (iii) he tender his resignation to the Directors and the Directors
               resolve to accept the same; or

          (iv) he cease to be a Director pursuant to any provision of these
               Articles.

96.  The Company may, by Ordinary Resolution, of which extended notice has been
     given in accordance with the provisions of the Acts, remove any Director
     before the expiry of his period of office notwithstanding anything in these
     Articles or in any agreement between the Company and such Director and may,
     if thought fit, subject as provided in Article 92 hereof, by Ordinary
     Resolution appoint another Director in his stead. The person appointed
     shall be subject to retirement by rotation at the same time as if he had
     become a Director on the date on which the Director in whose place he is
     appointed was last appointed a Director. Nothing in this Article shall be
     taken as depriving a person removed thereunder of compensation or damages
     payable to him in respect of the termination of his appointment as Director
     or of any appointment terminating with that of Director.

                 APPOINTMENT OF DIRECTORS TO EXECUTIVE OFFICES

97.  (a)  The Directors may from time to time appoint one or more of their body
          to be the holder of any executive office on such terms and for such
          period as they think fit and, subject to the terms of any agreement
          entered into in any particular case, may revoke such appointment.

     (b)  A Director appointed to any executive office shall be subject to
          retirement by rotation and shall be taken into account in determining
          the rotation of retirement of Directors and the number of Directors to
          retire by rotation.

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     (c)  A Director holding any such executive office shall receive such
          remuneration, whether in addition to or in substitution for his
          ordinary remuneration as a Director and whether by way of salary,
          commission, participation in profits or otherwise or partly in one way
          and partly in another, as the Directors may determine.

     (d)  The Directors may confer upon a Director holding any such executive
          office any of the powers exercisable by them as Directors (save the
          control of shares) upon such terms and conditions and with such
          restrictions as they think fit, and either collaterally with or to the
          exclusion of their own powers, and may from time to time revoke,
          withdraw or vary all or any such powers.

                              ALTERNATE DIRECTORS

98.  A Director may from time to time by writing under his hand appoint any
     other person to be his alternate but no such appointment, whereof the
     person appointed is not a Director or a director of a subsidiary of the
     Company, shall be operative unless and until approved by the Directors.
     Every such alternate shall (subject to his giving to the Company an address
     within Ireland at which notices may be served upon him) be entitled to
     notice of meetings of the Directors and to attend and vote as a Director
     (having an additional vote for each Director for whom he acts as alternate)
     at any such meeting at which the Director appointing him is not personally
     present and generally at such meeting to have and exercise all the powers,
     rights, duties and authorities of the Director appointing him and the
     provisions of these Articles shall apply as if he (instead of his
     appointor) were a Director. Every such alternate shall also be entitled in
     the absence from Ireland of the Director appointing him to sign on his
     behalf a resolution in writing of the Directors. Every such alternate shall
     be an Officer of the Company and shall not be deemed to be the agent of the
     Director appointing him. The remuneration of an alternate shall be payable
     out of the remuneration payable to the Director appointing him, and shall
     consist of such portion of the last mentioned remuneration as shall be
     agreed between such alternate and the Director appointing him. A Director
     may by writing under his hand deposited at the Office at any time revoke
     the appointment of an alternate appointed by him. If a Director shall die
     or cease to hold the office of Director the appointment of his alternate
     shall thereupon cease and determine; provided that if any Director retires
     by rotation but is re-appointed by the meeting at which such retirement
     took effect, any appointment made by him pursuant to this Article which was
     in force immediately prior to his retirement shall continue to operate
     after his re-appointment as if he had not so retired. The appointment of an
     alternate Director shall also cease upon the happening of any event which
     if he were a Director would cause him to vacate such office.

                              POWERS OF DIRECTORS

99.  Subject to the provisions of the Acts, the Memorandum and Articles of
     Association and to any directions given by Special Resolution, the business
     of the Company shall be managed by the Directors who may exercise all the
     powers of the Company. No alteration of the Memorandum or Articles and no
     such direction shall invalidate any prior act of the Directors which would
     have been valid if that alteration had not been made or that direction had
     not been given. The powers given by this Article shall not be limited by
     any special power given to the Directors by these Articles and a meeting of
     Directors at which a quorum is present may exercise all powers exercisable
     by the Directors.

100. Without prejudice to the generality of the foregoing provisions:-

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     (a)  The Directors may make such arrangements as may be thought fit for the
          management, organisation and administration of the Company's affairs
          in any place, whether at home or abroad, in which the Company carries
          on or intends to carry on business, or maintains or intends to
          maintain a presence, and may for this purpose establish such boards
          (including local, divisional or international boards, management and
          supervisory boards) and committees and appoint such executive and
          administrative officers, managers, attorneys, representatives and
          agents as they consider appropriate to the particular place and in the
          particular circumstances and fix the terms and conditions (including
          remuneration and perquisites) applicable to such boards, committees
          and appointments and delegate to them (with such powers of
          sub-delegation as they shall deem fit) such functions, powers and
          duties as to the Directors may seem requisite or expedient.

     (b)  The Directors may from time to time and at any time by power of
          attorney under the Seal or under the Official Seal appoint any
          corporation or person or any fluctuating body of persons, whether
          nominated directly or indirectly by the Directors, to be the attorney
          or attorneys of the Company for such purposes and with such powers,
          authorities and discretions (not exceeding those vested in or
          exercisable by the Directors under these Articles) and for such period
          and subject to such conditions as they may think fit, and any such
          power of attorney may contain such provisions for the protection and
          convenience of persons dealing with any such attorneys as the
          Directors may think fit and may also authorise any such attorney to
          sub-delegate all or any of the powers, authorities and discretions
          vested in him.

     (c)  The Directors may establish and maintain or procure the establishment
          and maintenance of any non-contributory or contributory pension or
          superannuation funds for the benefit of, and give or procure the
          giving of donations, gratuities, pensions, allowances or emoluments to
          any persons who are or were at any time in the employment or service
          of the Company or of any company which is a subsidiary of the Company
          or is allied to or associated with the Company or with any such
          subsidiary, or who are or were at any time Directors or Officers of
          the Company or of any such other company as aforesaid, and the wives,
          widows, families and dependants of any such persons, and may make
          payments for or towards the insurance of any such persons as
          aforesaid, and may do any of the matters aforesaid either alone or in
          conjunction with any such other company as aforesaid, subject always,
          if the Acts shall so require, to particulars with respect thereto
          being disclosed to the members and to the proposal being approved by
          the Company by Ordinary Resolution. A Director holding a salaried
          position of employment or office with or under the Company shall,
          notwithstanding, be entitled to participate in and retain for his own
          benefit any such donation, gratuity, pension, allowance or emolument.

     (d)  The Directors may exercise all the powers of the Company to borrow
          money and to mortgage or charge its undertaking, property and uncalled
          capital or any part thereof and to issue debentures, debenture stock
          and other securities whether outright or as security for any debts,
          liabilities, or obligation of the Company or of any third party.

101. (a)  A Director may hold any other office or place of profit under the
          Company (except that of Auditor) in conjunction with his office of
          Director, and may act in a professional capacity to the Company, on
          such terms as to remuneration and otherwise as the Directors shall
          arrange.

     (b)  A Director may be or become a director or other Officer of, or
          otherwise interested in, any company holding shares in the Company or
          in any associated company or in any company promoted by the Company or
          in which the Company may

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          be interested as member or otherwise, and unless otherwise determined
          by the Directors no Director shall be accountable for any remuneration
          or other benefits received by him as a director or officer of or from
          his interest in such other company. The Directors may also exercise
          the voting power conferred by the shares in any other company held or
          owned by the Company in such manner in all respects as they think fit,
          including the exercise thereof in favour of any resolution appointing
          them or any of their number directors or officers of such other
          company or voting or providing for the payment of remuneration to the
          Directors or Officers of such other company.

     (c)  A Director who is in any way, whether directly or indirectly,
          interested in a contract or arrangement or proposed contract or
          arrangement with the Company shall declare the nature of his interest
          at the meeting of the Directors at which the question of entering into
          the contract or arrangement is first taken into consideration, if his
          interest then exists, or in any other case at the first meeting of the
          Directors after he becomes so interested. A general notice given by a
          Director to the effect that he is a member of a specified company or
          firm and is to be regarded as interested in all transactions with such
          company or firm shall be sufficient declaration of interest under this
          Article, and after such general notice it shall not be necessary to
          give any special notice relating to any subsequent transaction with
          such company or firm, provided that either the notice is given at a
          meeting of the Directors or the Director giving the same takes
          reasonable steps to secure that it is brought up and read at the next
          meeting of Directors after it is given.

     (d)  (i)  Save as herein provided, a Director shall not vote in respect of
               any contract or arrangement or any other proposal whatsoever in
               which he has any material interest otherwise than by virtue of
               his interests in shares or debentures or other securities of or
               otherwise in or through the Company. A Director shall not be
               counted in the quorum at a meeting in relation to any resolution
               on which he is debarred from voting.

          (ii) A Director shall (in the absence of some other material interest
               than is indicated below) be entitled to vote (and be counted in
               the quorum) in respect of any resolution concerning any of the
               following matters namely:-

               (A)  The giving of any security or indemnity to him in respect of
                    money lent or obligations incurred by him at the request of
                    or for the benefit of the Company or any of its
                    subsidiaries;

               (B)  The giving of any security or indemnity to a third party in
                    respect of a debt or obligation of the Company or any of its
                    subsidiaries for which he himself has assumed responsibility
                    in whole or in part under a guarantee or indemnity or by
                    giving of security;

               (C)  Any proposal concerning an offer of shares or debentures or
                    other securities of or by the Company or any of its
                    subsidiaries for subscription or purchase in which offer he
                    is or is to be interested as a participant in the
                    underwriting or sub-underwriting thereof;

               (D)  Any proposal concerning any other company in which he is
                    interested, directly or indirectly and whether as an officer
                    or shareholder or otherwise howsoever, provided that he is
                    not the holder of or beneficially interested in 1 per cent.
                    or more of any class of the equity share capital of such
                    company (or of any third company through which his interest
                    is derived)

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                    or of the voting rights available to members of the relevant
                    company (any such interest being deemed for the purpose of
                    this Article to be a material interest in all
                    circumstances);

               (E)  Any proposal concerning the adoption, modification or
                    operation of a superannuation fund or retirement benefits
                    scheme under which he may benefit and which has been
                    approved by or is subject to and conditional upon approval
                    by the Revenue Commissioners for taxation purposes or of any
                    employees' share scheme being a scheme for encouraging or
                    facilitating employees (including Directors) of the Company
                    or any of its subsidiaries to acquire shares, debentures or
                    other securities of the Company or any of its subsidiaries,
                    provided that any such fund or scheme does not accord to any
                    Director as such any privilege or advantage not generally
                    accorded to the employees to whom the fund or scheme
                    relates;

               (F)  Any other arrangement for the benefit of employees of the
                    Company or any of its subsidiaries under which such Director
                    benefits or stands to benefit in a similar manner as the
                    employees concerned and which does not accord to any
                    Director as such any privilege or advantage not generally
                    accorded to the employees to whom the arrangement relates.

          (iii) Where proposals are under consideration concerning the
               appointment (including fixing or varying the terms of
               appointment) of two or more Directors to offices or employments
               with the Company or any company in which the Company is
               interested, such proposals may be divided and considered in
               relation to each Director separately and in such cases each of
               the Directors concerned (if not debarred from voting under the
               proviso to sub-paragraph (ii)(D) of this Article) shall be
               entitled to vote (and be counted in the quorum) in respect of
               each resolution except that concerning his own appointment.

          (iv) If any question shall arise at any meeting as to the materiality
               of a Director's interest or as to the entitlement of any Director
               to vote and such question is not resolved by his voluntarily
               agreeing to abstain from voting, such question shall be referred
               to the chairman of the meeting and his ruling in relation to any
               other Director shall be final and conclusive except in a case
               where the nature or extent of the interests of the Director
               concerned have not been fairly disclosed.

          (v)  The Company may by Ordinary Resolution suspend or relax the
               provisions of this Article to extend or ratify any transaction
               not duly authorised by reason of a contravention of this Article.

102. A copy of every declaration made and notice given under the preceding
     Article shall within three days after the making or giving thereof be
     entered in a book kept for this purpose. Such book shall be open for
     inspection without charge by any Director, Secretary, Auditor or member of
     the Company at the Office and shall be produced at every General Meeting of
     the Company and at any meeting of the Directors if any Director so requests
     in sufficient time to enable the book to be available at the meeting.

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                            PROCEEDINGS OF DIRECTORS

103. The Directors may meet together for the despatch of business, adjourn and
     otherwise regulate their meetings as they think fit. Questions arising at
     any meeting shall be decided by a majority of votes. A Director who is also
     an alternate Director shall be entitled in the absence of the Director by
     whom he was appointed to a separate vote on behalf of such Director in
     addition to his own vote. In the case of an equality of votes the Chairman
     of the Meeting shall have a second or casting vote.

104. The Chairman may, and on the request of a Director the Secretary shall, at
     any time summon a meeting of the Directors. It shall not be necessary to
     give notice of a meeting of Directors to any Director for the time being
     outside Ireland who has not left at the Office an address within Ireland to
     which any such notice may be delivered. Any Director may waive notice of
     any meeting and any such waiver may be retroactive. Notice of a meeting of
     the Directors shall be deemed to be duly given to a Director if it is given
     personally or by word of mouth or by telephone or sent in writing by
     delivery, post, cable, telegram, telex, telefax, electronic mail or any
     other means of communication to the Director at the last known address of
     such Director or any other address given by the Director to the Company for
     this purpose.

105. (a)  The quorum necessary for the transaction of the business of the
          Directors shall be three or such lesser or higher number as from time
          to time may be fixed by the Directors. For the purposes of this
          Article an alternate Director shall be counted in a quorum, but so
          that not less than two individuals shall constitute the quorum;

     (b)  A meeting of Directors shall be deemed to be validly held
          notwithstanding that Directors do not physically meet together in the
          same place provided that:

          (i)  notice that a meeting will be held by telephone (or by some other
               means of electronic communication which permits all persons who
               will participate in such a meeting to hear each other) has been
               given to all Directors entitled thereto in accordance with these
               Articles specifying the date and time at which such meeting is to
               occur (the "Specified Time") together with an agenda of all
               material matters to be considered at such meeting;

          (ii) the Chairman (or, as the case may be, the Deputy Chairman) has,
               within one hour of the Specified Time, contacted by means of a
               conference telephone call (or by any other communications
               equipment which allows all persons participating in the meeting
               to hear each other) as many Directors as are available to
               participate in such meeting and at least such number of Directors
               as are required to satisfy the quorum specified in (a) above.

          A meeting under this provision may only be held if, in the opinion of
          the Chairman (or, as the case may be, of the Deputy Chairman), it is
          necessary in the interests of the Company to hold a meeting of the
          Directors forthwith and it is not practicable to have a meeting at
          which the Directors are physically present.

106. The continuing Directors or Director may at any time act notwithstanding
     any vacancy in their body; provided that in case the Directors shall at any
     time be reduced in number to less than the minimum number fixed by or in
     accordance with these Articles, the continuing Directors or Director may
     act for the purpose of appointing an additional Director or Directors to
     make up such minimum, or of summoning a General Meeting of the Company, but
     for no other purpose.

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107. The Directors may from time to time appoint and remove a Chairman or Deputy
     Chairman. The Chairman shall preside at all meetings of the Directors, but
     if no such Chairman be appointed, or it at any meeting the Chairman be not
     present within five minutes after the time appointed for holding the same
     or for any reason be unwilling to preside the Deputy Chairman shall preside
     or if no such Deputy Chairman be appointed or if at any meeting the Deputy
     Chairman be not present within such five minutes or for any reason be
     unwilling to preside, the Directors present shall choose one of their
     number to be Chairman of such meeting.

108. The Directors may from time to time appoint a Committee or Committees and
     delegate to it or them all or any of their authorities, discretions,
     functions and powers. Members of a Committee may be appointed by name or,
     without being named, on a numerical basis. Any Committee so appointed may
     consist of such Directors and Officers as the Directors shall think fit
     provided that the number of Officers (not being Directors) appointed to any
     such Committee shall be less than one-half of the total number of the
     Committee. No resolution of a Committee shall be effective unless a
     majority of the members of the Committee present at the meeting are
     Directors. Any Committee so appointed, whether for a particular purpose or
     for a fixed period or for an indefinite period, may at any time by
     resolution of the Directors be dissolved and the Directors may at any time
     by like resolution revoke or vary any authority, discretion, function or
     power delegated to any such Committee and appoint another Committee and
     nominate different Directors and Officers in the place of any existing
     Committee or the members of any such Committee.

109. The meetings and proceedings of any such Committee shall be governed by the
     provisions of these Articles regulating the meetings of Directors so far as
     the same are applicable and are not superseded by any regulations made by
     the Directors under or for the purpose of the last preceding Article.

110. All acts done at or by any meeting of Directors or of a Committee, or by
     any person acting as a Director or Officer shall as regards all persons
     dealing in good faith with the Company, notwithstanding that it be
     afterwards discovered that there was some defect in the appointment of any
     Director, Committee or Officer or person acting as aforesaid or in the case
     of a Director that he was disqualified or had vacated office or was not
     entitled to vote, be as valid as if every such person being a Director had
     been duly appointed and was qualified and had continued to be a Director
     and had been entitled to vote and in the case of any Officer (not being a
     Director) that he had been duly authorised to so act.

                    MINUTES AND EXECUTION AND AUTHENTICATION
                                OF DOCUMENTS ETC.

111. (a)  The Directors shall cause proper minutes to be made of all proceedings
          of General Meetings and Class Meetings of the Company and of meetings
          of Directors and of any Committee and of the attendances thereat and
          of all appointments of Officers made by the Directors.

     (b)  Any register, index, minute book, book of account or other book
          required to be kept by or on behalf of the Company may be kept either
          by making entries in bound or loose-leaf books or by recording the
          entries in any other manner or using any system approved by the
          Directors from time to time. In any case in which bound books are not
          used, the Directors, in consultation with the Auditors, shall take
          adequate precautions for guarding against falsification and for
          facilitating its discovery.

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112. (a)  A resolution in writing signed by all the Directors or by all the
          members of a Committee shall be as effective for all purposes as a
          resolution duly passed at a meeting of the Directors or of the
          Committee, as the case may be, duly convened and held and may consist
          of several documents in the like form each signed by one or more
          Directors or members of the Committee.

     (b)  Any Director, Officer or the Secretary or any person appointed by the
          Directors for the purpose shall have power to authenticate any
          documents affecting the constitution of the Company and any
          resolutions passed by the Company or the Directors or any Committee,
          and any books, records, documents and accounts relating to the
          business of the Company, and to certify copies thereof or extracts
          therefrom as true copies or extracts; and, where any books, records,
          documents or accounts are elsewhere than at the Office, the local
          manager or other official of the Company having the custody thereof
          shall be deemed to be a person appointed by the Directors as
          aforesaid. A document purporting to be a copy of a resolution, or an
          extract from the minutes of a meeting of the Company or of the
          Directors or any Committee which is certified as aforesaid shall be
          conclusive evidence in favour of all persons dealing with the Company
          upon the faith thereof that such resolution has been duly passed or,
          as the case may be, that such extract is a true and accurate record of
          proceedings at a duly constituted meeting.

113. (a)  Any document (other than a document issued in the ordinary course of
          the banking business of the Company) which has been authorised or
          approved by the Directors or a Committee and which is not required by
          law to be executed under seal may be executed under hand by any
          Director or by the Chief Executive or by any Deputy Chief Executive,
          Assistant Chief Executive, Chief General Manager, General Manager,
          Assistant General Manager, Executive or by the Secretary provided such
          document shall be first endorsed with the certificate of the Group Law
          Agent or Law Agent or, if other, the solicitor representing or
          advising the Company in the transaction to which the document relates
          that the document may properly be executed by or on behalf of the
          Company.

     (b)  A document issued in the ordinary course of the banking business of
          the Company may be signed on behalf of the Company by an official (or
          officials) of such rank and in accordance with such arrangements or
          directions as may be prescribed from time to time by the Directors, a
          Committee or, in the case of any delegated or sub-delegated function
          in accordance with such arrangements or directions as may be
          prescribed, by the Chief Executive, Deputy Chief Executive, Assistant
          Chief Executive, Chief General Manager, General Manager, Assistant
          General Manager, Executive or Manager or by any Management Committee
          having such delegated responsibility for the area or division of the
          business to which the document relates.

     (c)  All cheques, promissory notes, drafts, bills of exchange and other
          negotiable or transferable instruments, and all receipts for moneys
          paid to the Company, shall be signed, drawn, accepted, endorsed, or
          otherwise executed, as the case may be, in such manner and by such
          persons whether Directors or Officers or not as the Directors shall
          from time to time determine.

     (d)  An affidavit or declaration required to be given by or on behalf of
          the Company in relation to any matter not arising in the ordinary
          course of the banking business of the Company may be made by any
          Director or Officer competent to depose to the matters therein stated
          and in the case of an affidavit of ownership for the purposes of the
          Judgment Mortgage Act, 1850 (as amended)

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          by the Group Law Agent or Law Agent or the Secretary, or a person
          appointed and designated by resolution of the Directors as a public
          officer of the Company authorised to make oaths on behalf of the
          Company and in the case of an affidavit or declaration in relation to
          any matter touching any account, dealing, transaction or matter
          arising in the ordinary course of the banking business of the Company
          or in connection therewith by any manager, assistant manager or other
          official who, from his own knowledge, or, where not within his own
          knowledge, from information derived by him from examination or
          inspection of the Company's books or records in his lawful custody or
          under his control (or where such records are computerised, from
          examination or inspection of the relevant fiche or of written data
          produced or re-produced by the retrieval facility of such computer to
          which he has or has had lawful access in the ordinary course of his
          official duties) is competent to depose to the matter in question
          subject always to the rules of any court of competent jurisdiction or
          the Acts or any statute otherwise providing.

     (e)  Save as excepted herein or the context otherwise requires, "document"
          shall include any authority, bill, certificate, confirmation, contract
          or agreement, guarantee, instrument, letter, minute, notice, power of
          attorney or letter of credit.

                                    SECRETARY

114. The Secretary shall be appointed by the Directors and any Secretary so
     appointed may be removed by them but without prejudice to any claim for
     damages for breach of any contract of service between him and the Company.
     Anything by the Acts required or authorised to be done by or to the
     Secretary may be done by or to any assistant or acting Secretary or, if
     there is no assistant or acting Secretary capable of acting, by or to any
     Officer of the Company authorised generally or specially in that behalf by
     the Directors; Provided that any provision of the Acts or these Articles
     requiring or authorising a thing to be done by or to a Director and the
     Secretary shall not be satisfied by its being done by or to the same person
     acting both as a Director and as, or in the place of, the Secretary.

                        REGISTER OF DIRECTORS' SHARE AND
                               DEBENTURE HOLDINGS

115. A Register of Directors' share and debenture holdings shall be kept at the
     Office and shall be open to the inspection of any member or holder of
     debentures of the Company on each day during which the same is bound to be
     open for inspection pursuant to the Acts.

                                    THE SEAL

116. (a)  The Seal shall not be affixed to any instrument except by the
          authority of a resolution of the Directors dealing with the sealing of
          instruments generally or with any instrument in particular or of a
          resolution of a Committee authorised by the Directors in that behalf
          and, subject as provided in (c) of this Article, every instrument to
          which the Seal shall be affixed shall, as part of the sealing process,
          be signed by at least one Director, Officer or other person duly
          authorised in that behalf by the Directors and the Secretary or one of
          the persons authorised as aforesaid (who has not already signed) and,
          in favour of any purchaser or person bona fide dealing with the
          Company, such signatures shall be conclusive evidence of the fact that
          the Seal has been properly affixed.

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     (b)  The Directors may by resolution determine to have an Official Seal
          ("Official Seal -- Securities") for use generally in sealing
          certificates for shares and other securities of the Company and the
          Directors may make such regulations governing the custody and use of
          such Official Seal as they deem appropriate.

     (c)  The Directors may by resolution determine, either generally or in any
          particular case, that in respect of certificates for shares or
          securities of the Company the signatures of any Director or the
          Secretary or other person as aforesaid forming part of the sealing,
          may be applied or effected by non--autographic means, or that such
          certificates, being sealed, shall bear no signatures and in favour of
          any registered holder or other person acquiring any such shares or
          securities in good faith a certificate executed in any of the modes of
          execution authorised herein shall be as valid and effective as if such
          certificate was issued under the seal or the Official Seal --
          Securities, as the case may be, of the Company pursuant to (a) or (b)
          of this Article.

                                 OFFICIAL SEALS

117. Subject to the provisions of the Acts the Directors may adopt an Official
     Seal or Official Seals for use in connection with the execution by the
     Company of documents abroad. The Official Seal for use in the United
     Kingdom (the "Official Seal -- UK") in the form in which it exists at the
     date of adoption of these Articles is, and until altered, varied or
     replaced by the Directors, shall constitute the Official Seal of the
     Company for use in the United Kingdom.

                                   DIVIDENDS

118. Subject to the provisions of the Acts, the Company may by Ordinary
     Resolution declare dividends provided that:

     (a)  no dividend shall be payable otherwise than out of the profits
          available for distribution;

     (b)  no higher dividend shall be paid than is recommended by the Directors;
          and

     (c)  no dividend may be declared unless the dividend on the euro Preference
          Shares, the Dollar Preference Shares, the Sterling Preference Shares
          and the Yen Preference Shares most recently payable prior to the
          relevant General Meeting shall have been paid in cash.

     No dividend or other monies payable in respect of a share shall bear
     interest against the Company unless otherwise provided by the rights
     attached to the share.

119. Subject to any preferential or other special rights for the time being
     attached to any class of shares, the profits of the Company available for
     distribution which it shall from time to time be determined to distribute
     by way of dividend shall be applied in payment of dividends upon the shares
     of the Company in proportion to the amounts paid up thereon respectively
     otherwise than in advance of calls. All dividends shall be apportioned and
     paid pro rata according to the amounts for the time being paid up on the
     shares during the period in respect of which the dividend is paid except
     that if any share is issued on terms providing that it shall rank for
     dividend as from a particular date such share shall rank for dividend
     accordingly.

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120. Subject to the provisions of the Acts, the Directors may, if they think
     fit, from time to time pay to the members such interim dividends as appear
     to the Directors to be justified by the profits of the Company available
     for distribution provided that no such interim dividend may be paid if the
     dividends on the euro Preference Shares, the Dollar Preference Shares, the
     Sterling Preference Shares and the Yen Preference Shares most recently
     payable prior to the date of the Directors' resolution to pay such interim
     dividend shall not have been paid in cash. Provided that the Directors act
     bona fide, they shall not incur any responsibility to the holders of any
     shares conferring a preference which may at any time be issued for any
     damage they may suffer by reason of the payment of an interim dividend on
     any shares ranking after such preference shares. A resolution of the
     Directors declaring any interim dividend shall (once announced) be
     irrevocable and shall have the same effect in all respects as if such
     dividend had been declared upon the recommendation of the Directors by an
     Ordinary Resolution of the Company. Subject as aforesaid, if at any time
     the share capital of the Company is divided into different classes, the
     Directors may pay such interim dividends in respect of those shares in the
     capital of the Company which confer on the holders thereof deferred or
     nonpreferred rights as well as in respect of those shares which confer on
     the holders thereof preferential rights with regard to dividends. The
     Directors may also pay halfyearly or at other suitable intervals to be
     settled by them any dividend which may be payable at a fixed rate if they
     are of the opinion that the profits available for distribution justify the
     payment.

121. The Directors may deduct from any dividend or other moneys payable on or in
     respect of any shares held by a member all sums of money (if any) presently
     payable by him to the Company on account of calls or otherwise in relation
     to the shares of the Company.

122. The Directors may retain the dividends payable upon shares in respect of
     which any person is under Article 42 hereof entitled to become a member or
     which any person under such Article is entitled to transfer, until such
     person shall become a member in respect thereof or shall duly transfer the
     same.

123. The Directors may, until claimed, invest or otherwise use all unclaimed
     dividends for the benefit of the Company but no such investment or use
     shall constitute the Company a trustee for the person entitled to such
     dividends or entitle such person to interest against the Company. A
     dividend declared under Article 118 or payable pursuant to Article 120
     remaining unclaimed 12 years after the date the dividend became due for
     payment may be treated by the Company as having reverted, on forfeiture, to
     and to form part of the assets of the Company.

124. (a)  Any dividend or other moneys payable on or in respect of a share may
          be paid by cheque or warrant sent through the post to the registered
          address of the member or person entitled thereto, and in the case of
          joint holders to the first named of such joint holders whose name
          stands first in the Register of Members in respect of the joint
          holding, or to such person and such address as the holder or joint
          holders may direct. Every such cheque or warrant shall be made payable
          to the order of the person to whom it is sent or to such person as the
          holder or joint holders may direct, and payment of the cheque or
          warrant shall be a good discharge to the Company. Any such dividend or
          other moneys payable in respect of a share may also be paid by any
          electronic funds transfer system or any other electronic means to an
          account or address designated by the holder or joint holders as the
          case may be. The Company shall have no responsibility for any such
          dividend or other moneys lost or delayed in the course of any such
          transfer. Every such cheque, warrant or payment shall be sent at the
          risk of the person entitled to the money represented thereby.

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     (b)  The Company may cease sending dividend cheques or warrants by post or
          making electronic payments to a member if such cheques or warrants
          have been returned undelivered or left uncashed or such electronic
          payment fails for any reason and reasonable enquiries have failed to
          establish any new address of or instruction from the registered
          holder.

125. If several persons are registered as joint holders of any share, any one of
     them may give effectual receipts for any dividend or other moneys payable
     on or in respect of the share.

126. The Company, upon the recommendation of the Directors, may, by Ordinary
     Resolution declaring a dividend, direct payment of such dividend wholly or
     in part by the distribution of specific assets and in particular, of paid
     up shares or debentures of any other company, and the Directors shall give
     effect to such resolution. Where any difficulty arises in regard to the
     distribution, the Directors may settle the same as they think expedient and
     in particular may issue fractional certificates in respect of shares held
     in certificated form and may fix the value for distribution of such
     specific assets or any part thereof and may determine that cash payments
     shall be made to any members upon the footing of the value so fixed in
     order to adjust the rights of members and may vest any specific assets in
     trustees upon trust for the persons entitled to the dividend as the
     Directors think expedient and generally may make such arrangements for the
     allotment, acceptance and sale of such specific assets or fractional
     certificates, or any part thereof and otherwise as they think fit.

127. The Directors may, with the authority of an Ordinary Resolution of the
     Company, offer to the holders of Ordinary Shares the right to elect to
     receive an allotment of additional Ordinary Shares, credited as fully paid,
     instead of cash in respect of all or part of any dividend which is
     specified in the applicable Ordinary Resolution or such part of such
     dividend as the Directors may determine. The following provisions shall
     have effect:-

     (a)  Any such Ordinary Resolution may specify a particular dividend or may
          specify all or any dividends falling to be declared or paid in favour
          of or to holders of ordinary shares during a specified period, being a
          period expiring not later than five years from the date on which the
          resolution is passed.

     (b)  The basis of allotment shall be determined by the Board so that as
          nearly as may be considered convenient, the value (calculated by
          reference to the average quotation or, at the discretion of the
          Directors, not more than 5% below such quotation) of the additional
          Ordinary Shares (including any fractional entitlement) to be allotted
          instead of any cash amount of dividend shall be equal to such amount.
          For such purpose the "average quotation" of an Ordinary Share shall be
          the average of the middle market quotations (less the relevant
          dividend unless the Ordinary Shares are already quoted ex such
          dividend) on the Irish Stock Exchange (derived from the Irish Stock
          Exchange Daily Official List or any similar publication) on at least
          five consecutive dealing days selected by the Directors, but
          commencing no earlier than the day upon which the proposed relevant
          dividend is announced by the Directors.

     (c)  The Directors shall give notice in writing to the holders of the
          Ordinary Shares of the rights of election offered to them and shall
          send with or following such notice forms of election and specify the
          procedure to be followed and the place at which and the latest date
          and time by which duly completed forms of election must be lodged in
          order to be effective.

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     (d)  The dividend (or that part of the dividend in respect of which a right
          of election has been offered) shall not be payable on Ordinary Shares
          in respect of which the said election has been duly exercised ("the
          elected Ordinary Shares") and instead thereof additional Ordinary
          Shares shall be allotted to the holders of the elected Ordinary Shares
          on the basis of allotment determined as aforesaid. For such purpose
          the Directors shall capitalise, out of such of the sums standing to
          the credit of reserves (including any share premium account and
          capital redemption reserve) or profit and loss account as the
          Directors may determine, a sum equal to the aggregate nominal amount
          of the additional Ordinary Shares to be allotted on such basis and
          apply the same in paying up in full the appropriate number of unissued
          Ordinary Shares for allotment and distribution to and amongst the
          holders of elected Ordinary Shares on such basis.

     (e)  The additional Ordinary Shares so allotted shall rank pari passu in
          all respects with the fully paid Ordinary Shares then in issue save
          only as regards participation in the relevant dividend (or share
          election in lieu).

     (f)  The Directors may do all acts and things which they consider necessary
          or expedient to give effect to any such offer and capitalisation, with
          power to make such provisions as they think fit for dealing with
          shares becoming distributable in fractions (including provisions
          whereby, in whole or in part, fractional entitlements are disregarded
          or rounded up or the benefit of fractional entitlements accrues to the
          Company rather than to the Members concerned). The Directors may
          authorise any person on behalf of all the Members concerned to enter
          into an agreement with the Company providing for such capitalisation
          and matters incidental thereto and an agreement made under such
          authority shall be effective and binding on all persons concerned.

     (g)  The Directors may also from time to time establish or vary a procedure
          for election mandates under which a holder of ordinary shares may
          elect to receive additional ordinary shares credited as fully paid
          instead of cash in respect of all future rights offered to that holder
          under this Article until the election mandate is revoked or deemed to
          be revoked in accordance with the procedure.

     (h)  Notwithstanding the foregoing the Directors may at any time prior to
          payment of the relevant dividend determine, if it appears to them
          desirable to do so because of a change in circumstances, that the
          dividend shall be payable wholly in cash and if they so determine then
          all elections made shall be disregarded.

     (i)  Notwithstanding anything to the contrary in this Article, the
          Directors may make such exclusions from any offer of rights of
          election to holders of Ordinary Shares as they may think fit in the
          light of any legal or practical problems under the laws of any
          territory or the requirements of a Stock Exchange or of any regulatory
          authority.

128. Notwithstanding anything contained in these Articles, unless otherwise
     prohibited by the Acts, the Company, on the recommendation of the
     Directors, may by Ordinary Resolution determine that any realised
     accretions of capital assets not required for paying the fixed dividends on
     any shares entitled to fixed preferential dividends with or without further
     participation in profits shall be divided amongst the members in the
     proportion in which the same would have been divisible amongst them had the
     same been applied or applicable in paying dividends.

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                                    RESERVES

129. (a)  The Directors may before recommending any dividend, whether
          preferential or otherwise, carry to reserve out of the profits of the
          Company such sums as they think proper as a reserve or reserves which
          shall, at the discretion of the Directors, be applicable for any
          purpose to which the profits of the Company may be properly applied
          and pending such application may, at the like discretion, either be
          employed in the business of the Company or be invested in such
          investments (other than shares of the Company or of its holding
          company, if any) as the Directors may from time to time think fit. The
          Directors may divide the reserve into such special funds and may
          consolidate into one fund any special funds or any parts of any
          special funds into which the reserve may have been divided. The
          Directors may also, without placing the same to reserve, carry forward
          any profits which they may think it prudent not to divide.

     (b)  Notwithstanding the provisions of sub-paragraph (a) of this Article:

          (i)  the Directors shall not set aside out of profits and carry to any
               reserve fund referred to in sub-paragraph (a) of this Article or
               carry forward in the manner described in sub-paragraph (a) of
               this Article any sum then required for payment of the dividend
               payable on any euro Preference Shares, Dollar Preference Shares,
               Sterling Preference Shares or Yen Preference Shares; and

          (ii) if at any time there shall be insufficient profits standing to
               the credit of the profit and loss account of the Company (or any
               other of the Company's accounts or reserves and available for
               distribution) for the payment of any such dividend, the Directors
               shall withdraw from any such reserve fund referred to in
               sub-paragraph (a) of this Article such sums as may be required
               for the payment of any such dividend (and so that the Directors
               shall not require the consent of the Company in General Meeting
               to any such withdrawal). Subject to the Acts, any sum so
               withdrawn (and any profits previously carried forward pursuant to
               sub-paragraph (a) of this Article but subsequently required for
               the payment of any such dividend) may be applied in or towards
               payment of such dividends.

                            CAPITALISATION OF PROFITS

130. Subject as herein or by the Acts provided, the Directors may with the
     authority of an Ordinary Resolution of the Company resolve to capitalise
     all or any part of the undivided profits of the Company not required for
     paying any fixed dividends on any shares entitled to fixed preferential
     dividends (with or without further participation in profits) and whether or
     not such undivided profits are available for distribution, or any sum
     standing to the credit of the Company's share premium account or capital
     redemption reserve; and having so resolved with the authority aforesaid
     appropriate the sum resolved to be capitalised to the holders of Ordinary
     Shares on the Register at the close of business on the date of the
     resolution (or such other date as may be specified therein or determined as
     therein provided) in the proportion in which such profits or sum would have
     been divisible amongst them had the same been applied or been applicable in
     paying dividends and to apply such profits or sum on their behalf, either
     in or towards paying up the amounts (if any) for the time being unpaid on
     any Ordinary Shares held by such members or in paying up in full unissued
     Ordinary Shares (or, subject to any special rights previously conferred on
     any shares or class of shares for the time being issued,

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     unissued shares of any other class not being redeemable shares) or
     debentures of the Company of a nominal amount equal to such profits or sum,
     or partly in one way and partly in the other, and allot such shares or
     debentures to be allotted and distributed credited as fully paid to and
     amongst such members in the proportion aforesaid.

131  Whenever such a resolution as aforesaid shall have been passed, the
     Directors shall make all appropriations and applications of the profits or
     sum resolved to be capitalised thereby and all allotments and issues of
     fully paid shares and generally shall do all acts and things required to
     give effect thereto, with full power to the Directors to make such
     provision as they think fit for the case of shares becoming distributable
     in fractions including in respect of shares held in certificated form the
     issue of fractional certificates or by payment in cash or by declaring that
     the benefit of fractional entitlements of less than a specified amount
     shall accrue to the Company or otherwise and also to authorise any person
     to enter on behalf of all the members interested or who are entitled to the
     benefit of such appropriations and applications into an agreement with the
     Company providing for the allotment to them respectively, credited as fully
     paid up, of any further shares to be issued upon such capitalisation or for
     the payment up by the Company on their behalf of the amounts or any part of
     the amounts unpaid on any existing shares and for matters incidental
     thereto and any agreement made under such authority shall be effective and
     binding on all such members.

                                    ACCOUNTS

132. The Directors shall cause proper accounts to be kept in accordance with the
     provisions of the Acts.

133. The books of account shall be kept at the Office or (subject to the
     provisions of the Acts or any other statute) at such other place as the
     Directors shall think fit and shall always be open to the inspection of the
     Directors. No member (not being a Director) shall have any right of
     inspecting any account or book or document of the Company except as
     conferred by the Acts or by statute or when authorised by the Directors or
     ordered by a Court of competent jurisdiction.

134. The Directors shall from time to time, in accordance with the provisions of
     the Acts, cause to be prepared and to be laid before the Company in General
     Meeting such profit and loss accounts, balance sheets, group accounts (if
     any) and reports as are specified in the Acts and such accounts and balance
     sheets shall be signed in accordance with the Acts.

135. A copy of the Directors' and Auditors' reports, accompanied by (a) copies
     of the balance sheet, profit and loss account and other documents required
     by the Act to be annexed to the balance sheet or (b) such summary financial
     statements as may be permitted by the Acts, shall, twenty-one days at the
     least before the Annual General Meeting, be delivered or sent by post to
     the registered address of every member and every holder of debentures of
     the Company (whether or not they are entitled to receive notice of
     meetings) and to the Auditors and, provided that if copies of such
     documents are sent less than twenty-one days before the date of the
     meeting, they shall, notwithstanding that fact, be deemed to have been duly
     sent if it is so agreed by all the members entitled to attend and vote at
     the Meeting. Whenever all or any of the shares or debentures of the Company
     shall for the time being be listed on a Stock Exchange there shall be
     forwarded to the appropriate officer of such Stock Exchange such number of
     copies of such documents as may for the time being be required under its
     regulations or practice. It shall not be necessary under these Articles for
     the Company to send a copy of the said

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     documents to more than one joint holder of shares or debentures of the
     Company or to any person whose address is unknown to the Company but any
     such person shall be entitled to receive such documents free of charge on
     application to the Company in writing addressed to the Office.

136. The Auditors' Report shall be read before the Company in General Meeting
     and shall be open to inspection by any member.

137. Every account of the Directors when audited and approved by an Annual
     General Meeting shall be conclusive except as regards any error discovered
     therein within three months next after the approval thereof. Whenever such
     an error is discovered within that period, the account shall forthwith be
     corrected and thereupon shall be conclusive.

                                    AUDITORS

138. The Auditors shall be appointed and their duties in regard to audit shall
     be regulated and carried out in accordance with the provisions of the Acts.

                                    NOTICES

139. A notice or other document may be served by the Company upon any member
     either personally or by sending it through the post in a prepaid envelope
     or wrapper addressed to such member at his address as appearing in the
     Register of Members. In the case of joint holders of a share, all notices
     shall be given to that one of the joint holders whose name stands first in
     the Register of Members in respect of the joint holding and notice so given
     shall be sufficient notice to all the joint holders.

140. As regards those members (other than holders of euro Preference Shares,
     Dollar Preference Shares, Sterling Preference Shares or Yen Preference
     Shares) who have no registered address in Ireland or the United Kingdom, a
     notice posted up in the Office shall be deemed to be well served on them at
     the expiration of twenty-four hours after it is so posted up.

141  Any member described in the Register of Members by an address not in
     Ireland or the United Kingdom who shall from time to time give the Company
     an address in Ireland or the United Kingdom at which notices may be served
     upon him shall be entitled to have notices served upon him at such address.
     Notwithstanding the foregoing, any holder of euro Preference Shares, Dollar
     Preference Shares, Sterling Preference Shares or Yen Preference Shares
     shall be entitled to have notices served upon him at his address as
     appearing in the Register of Members provided that such address is in
     Ireland or the United Kingdom or the United States of America or Japan.

142. Any notice required to be given by the Company to the members or debenture
     holders or any of them, and not provided for by or pursuant to these
     Articles shall be sufficiently given if given by advertisement which shall
     be inserted once in one Dublin, one Belfast, one Cork and one leading
     London daily newspaper.

143. (a)  If at any time the Company is unable effectively to convene a General
          Meeting by notices sent through the post either in Ireland, the United
          Kingdom, the United States of America or Japan (for the purposes of
          this Article, the "affected territory") as a result of the suspension
          or curtailment of postal services, notice of such General Meeting may
          be sufficiently given to those members with registered addresses in
          the affected territory by advertisement in such affected

                                       77

<PAGE>

          territory. Any notice given by advertisement shall be advertised on
          the same date, in the case of Ireland, in at least two leading daily
          newspapers with appropriate circulation, of which one shall be a
          leading daily newspaper with general circulation in Ireland and, in
          the case of the United Kingdom, in one leading London daily newspaper
          and, in the case of the United States of America, in The Wall Street
          Journal and The New York Times and, in the case of Japan, in one
          leading Tokyo daily newspaper (but if any newspaper named herein shall
          by reason of industrial action or otherwise not be published on the
          date on which the advertisement is due to appear, publication in
          another leading newspaper shall be sufficient).

     (b)  A notice given in accordance with the foregoing provisions shall be
          deemed to have been validly given in accordance with these Articles
          and shall be deemed to have been served at noon on the day on which
          the advertisement, or the last advertisement to be published, appears
          in the relevant daily newspapers.

     (c)  Nothing in this Article is intended to restrict the right of the
          Company or the Directors to avail of the provisions of Section 135 of
          the Companies Act, 1963 for the purpose of convening a General Meeting
          if it should appear to the Directors that it would be more appropriate
          to apply to the Court for an order pursuant to that Section.

144. (a)  Any notice or other document if served by post shall be deemed to have
          been served at the expiration of twenty-four hours after the envelope
          or wrapper containing the same was posted, and in proving such service
          it shall be sufficient to prove that the envelope or wrapper
          containing the notice was properly addressed, stamped and put into the
          post or accepted by the Post Office for delivery. A certificate in
          writing signed by the Secretary or any other clerk, official, officer
          or employee of the Company that the envelope or wrapper containing the
          notice was so addressed, stamped and put in the post or received by
          the Post Office shall be conclusive evidence of that fact.

     (b)  A member present, either in person or by proxy, at any meeting of the
          Company or of the holders of any class of shares in the Company shall
          be deemed to have received notice of the meeting and, where requisite,
          of the purposes for which it was called.

145. A person entitled to a share in consequence of the death or bankruptcy of a
     member or otherwise by operation of law upon supplying to the Company such
     evidence as the Directors may reasonably require to show his title to the
     share, and upon supplying also an address within Ireland or the United
     Kingdom for the service of notices, shall be entitled to have served upon
     or delivered to him at such address any notice or document to which the
     said member would have been entitled, and such service or delivery shall
     for all purposes be deemed a sufficient service or delivery of such notice
     or document on all persons interested (whether jointly with or as claiming
     through or under him) in the share. Save as aforesaid any notice or
     document delivered or sent by post to or left at the address of any member
     in pursuance of these Articles shall, notwithstanding that such member be
     then dead or bankrupt or in liquidation, and whether or not the Company
     have notice of his death or bankruptcy or liquidation, be deemed to have
     been duly served or delivered in respect of any share registered in the
     name of such member as sole or first-named joint holder.

146. The signature to any notice to be given by or in the name of the Company
     whether for the purpose of these Articles or otherwise may be written
     autographically or printed in facsimile.

                                       78

<PAGE>

147. Where a given number of days' notice, or notice extending over any other
     period, is required to be given, the day of service shall, unless it is
     otherwise provided, be counted in such number of days or other period.

148. In the event of the winding up of the Company, every member of the Company
     who is not for the time being in Ireland shall be bound within fourteen
     days after the passing of an effective resolution to wind up the Company
     voluntarily, or the making of an order for the winding up of the Company,
     to serve notice in writing on the Company of his having appointed or
     appointing some householder or solicitor in Dublin upon whom all summonses,
     notices, processes, orders and judgments in relation to or under the
     winding up of the Company may be served, and in default of such nomination
     the liquidator of the Company shall be at liberty, on behalf of such
     member, to appoint some such person, and service upon any such appointee,
     whether appointed by the member or the liquidator, shall be deemed to be
     good personal service on such member for all purposes, and where the
     liquidator makes any such appointment, he shall with all convenient speed
     give notice thereof to such member by advertisement in at least one daily
     newspaper circulating in Dublin or by registered letter sent through the
     post and addressed to such member at his address as mentioned in the
     Register of Members of the Company as the liquidator may in his absolute
     discretion decide, and such notice shall be deemed to be served on the day
     following that on which the advertisement appears or the letter is posted.

                                     SECRECY

149. Every Director, Officer, member of a Committee, auditor, manager, trustee,
     adviser, consultant, representative, agent, accountant, or other person
     employed in or in connection with the business of the Company or engaged to
     provide a specialist service to the Company shall, unless exempted by the
     Directors, before entering upon his duties, sign a declaration pledging
     himself to observe a strict secrecy respecting all transactions of the
     Company with its customers and the state of accounts with individuals, and
     in matters relating thereto, and shall by such declaration pledge himself
     not to reveal any of the matters which may come to his knowledge in the
     discharge of his duties, except when required so to do by the Directors, or
     by any General Meeting, or by a Court of Law, or by the person to whom such
     matters relate, and except so far as may be necessary in order to comply
     with any of the provisions of these Articles.

150. No member shall be entitled to require discovery of or any information
     respecting any detail of the Company's trading, or any matter which is or
     may be in the nature of a trade secret, mystery of trade, or secret process
     which may relate to the conduct of the business of the Company and which in
     the opinion of the Directors it would be inexpedient in the interests of
     the members of the Company to communicate to the public.

                                   WINDING UP

151. If the Company shall be wound up (whether the liquidation is voluntary or
     by the Court) the liquidator may, with the authority of a Special
     Resolution, divide among the members in specie the whole or any part of the
     assets of the Company, whether such assets shall consist of property of one
     kind or of properties of different kinds, and may for such purpose set such
     value as he deems fair upon each kind of property and may determine how
     such division shall be carried out as between the members or different
     classes of members. The liquidator may, with the like authority, vest

                                       79

<PAGE>

     any part of the assets in trustees upon such trusts for the benefit of
     members and for contributories as the liquidator, with the like authority,
     shall think fit and the liquidation of the Company may be closed and the
     Company dissolved, but so that no member shall be compelled to accept any
     shares in respect of which there is a liability.

                            DESTRUCTION OF DOCUMENTS

152. (a)  Subject as herein provided, the Company shall be entitled, at any time
          after the expiration of six years from the date of registration
          thereof, to destroy all instruments of transfer of shares in the
          Company which shall have been then registered and, at any time after
          the expiration of three years (or such longer period as the Directors
          shall determine) from the date of cancellation or cessation thereof,
          all registered certificates for shares and dividend mandates which
          have been cancelled or have ceased to have effect and, after the
          expiration of three years (or such longer period as the Directors
          shall determine) from the date of recording thereof, all notifications
          of change of address and it shall be conclusively presumed in favour
          of the Company that every instrument of transfer so destroyed was a
          valid and effective instrument duly and properly registered and that
          every certificate for shares so destroyed was a valid and effective
          instrument duly and properly cancelled and that every other document
          hereinbefore mentioned so destroyed was a valid and effective document
          in accordance with the recorded particulars thereof in the books or
          records of the Company; Provided that:-

          (i)  the foregoing provisions of this Article shall apply only to the
               destruction of a document in good faith and without notice of any
               claim (regardless of the parties thereto) to which the document
               is or might be relevant;

          (ii) nothing herein contained shall be construed as imposing upon the
               Company any liability in respect of the destruction of any such
               document earlier than as aforesaid or in any case where the
               conditions of sub-paragraph (i) of this proviso are not
               fulfilled.

     (b)  For the purposes of this Article:-

          (i)  references to the destruction of any document include references
               to the disposal thereof in any manner;

          (ii) references to an instrument of transfer shall be deemed to
               include references to any document constituting the renunciation
               of an allotment of any shares in the Company by the allottee in
               favour of some other person.

                                    INDEMNITY

153. Every Director and other Officer of the Company shall be indemnified out of
     the assets of the Company against any liability incurred by him in
     defending any proceedings, whether civil or criminal, in relation to his
     acts while acting in such office, in which judgment is given in his favour,
     or in which he is acquitted, or in connection with any application in which
     relief is granted to him by the Court under the Acts.

                                       80

<PAGE>

                                  RECORD DATES

154. Subject to the rights attaching to, or the terms of issue of, any shares,
     any dividend on shares of any class or any distribution, allotment or issue
     to the holders of any shares of any class (whether to be paid or made
     pursuant to a resolution of the Company in General Meeting or a resolution
     of the Directors or otherwise) may be paid or made to the persons
     registered as the holders of such shares or the persons otherwise entitled
     thereto at the close of business on a particular date notwithstanding that
     it may be a date prior to that on which the dividend, distribution,
     allotment or issue is to be paid or made or on which any resolution
     relating thereto is passed and any such dividend, distribution, allotment
     or issue shall be paid or made to them in accordance with their respective
     entitlements thereto but without prejudice to the rights inter se, in
     respect of such dividend, distribution, allotment or issue, of any holder
     or former holder of any such shares.

                                       81

<PAGE>

                              SPECIAL RESOLUTIONS

                                       OF

                           ALLIED IRISH BANKS, p.l.c.

At the Annual General Meeting held on 1st May 1996, the following Resolution was
passed as a Special Resolution:

     "That the Bill submitted to this Meeting entitled "A Bill to provide for
     the transfer to AIB Group Northern Ireland plc of part of the undertakings
     of Allied Irish Banks, p.l.c., AIB Capital Markets plc and AIB Finance
     Limited; and for related purposes" be and the same is hereby consented to
     subject to such additions, alterations and variations as Parliament may
     think fit to make therein and as the Directors of the Company approve."


                                                       James P. Culliton
                                                       (Chairman of the Meeting)

Bankcentre,
Ballsbridge,
Dublin 4.

                                       82

<PAGE>

                              SPECIAL RESOLUTIONS

                                       OF

                           ALLIED IRISH BANKS, p.l.c.

At the Annual General Meeting held on 22nd April 1998, the following Resolutions
were passed as Special Resolutions:

1.   "That:

     (a)  the authorised share capital of the Company be increased to
          IR490,000,000 by the creation of 160,000,000 Ordinary Shares of
          IR25p each, US$500,000,000 by the creation of 4,000,000 Non-Cumulative
          Preference Shares of US$25 each, Stg200,000,000 by the creation
          of 75,000,000 Non-Cumulative Preference Shares of Stg1 each and
          Yen 35,000,000,000 by the creation of 200,000,000 Non-Cumulative
          Preference Shares of Yen 175 each, and that condition 5 of the
          Memorandum of Association be altered accordingly, and that the
          Articles of Association be altered in the manner specified in the
          printed document submitted to the meeting, signed by the Chairman for
          the purpose of identification;

     (b)  the Directors be and are generally and unconditionally authorised
          pursuant to and in accordance with Section 20 of the Companies
          (Amendment) Act, 1983 to exercise for the period of five years from
          the date of the passing of this resolution all the powers of the
          Company to allot relevant securities up to the following aggregate
          nominal amounts: IR76,584,543 for Ordinary Shares, IR200,000,000 for
          Irish Pound Preference Shares, US$500,000,000 for Dollar Preference
          Shares, Stg200,000,000 for Sterling Preference Shares and Yen
          35,000,000,000 for Yen Preference Shares and that by such authority
          the Directors may make offers or agreements which would or might
          require the allotment of such securities after the expiry of such
          period;

     (c)  Article 8 of the Articles of Association of the Company be altered by
          the replacement of "20 May, 2002" in paragraph (d) (ii) with "21
          April, 2003", and by the replacement of paragraph (d) (iii) with ""the
          Section 20 Amount" shall for the first prescribed period be
          IR76,584,543 for Ordinary Shares, IR200,000,000 for Irish Pound
          Preference Shares, US$500,000,000 for U.S. Dollar Preference Shares,
          Stg200,000,000 for Sterling Preference Shares and Yen 35,000,000,000
          for Yen Preference Shares and for any other prescribed period shall be
          that stated in the relevant Ordinary Resolution or any increased
          amount fixed by Ordinary Resolution;"."

2.   "That the Company and/or any subsidiary (as such expression is defined by
     Section 155 of the Companies Act, 1963) of the Company be generally
     authorised to make market purchases (as defined by Section 212 of the
     Companies Act, 1990 (the "1990 Act")) of Ordinary Shares of IR25p each of
     the Company ("share" or "shares" as appropriate) on such terms and
     conditions and in such manner as the Directors, or, as the case may be, the
     Directors of such subsidiary, may from time to time determine but subject,
     however, to the provisions of the 1990 Act and to the following
     restrictions and provisions:

                                       83

<PAGE>

     (a)  the maximum number of shares authorised to be acquired pursuant to the
          terms of this resolution shall be 50 million;

     (b)  the minimum and maximum prices which may be paid for any such share
          shall be determined in accordance with Article 52 of the Company's
          Articles of Association.

     The authority hereby conferred shall be effective from 23rd April 1998 and
     shall expire at the close of business on the earlier of the date of the
     next Annual General Meeting of the Company after the passing of this
     resolution or 21st October 1999 unless previously varied, revoked or
     renewed in accordance with the provisions of Section 215 of the 1990 Act.
     The Company or any such subsidiary may before such expiry enter into a
     contract for the purchase of shares which would or might be wholly or
     partly executed after such expiry and may complete any such contract as if
     the authority conferred hereby had not expired."

3.   "That:

     (i)  subject to the passing of the Resolution set out at item 6 of the
          Notice of this Meeting, for the purposes of Section 209 of the
          Companies Act, 1990 (the "1990 Act"), the price range within which any
          treasury shares (as defined by the said Section 209) for the time
          being held by the Company may be re-issued off-market shall be as
          follows:

          (a)  the minimum price at which a treasury share may be re-issued
               off-market for the purposes of any of the schemes (as defined
               below) shall be the issue price as provided for in such scheme
               and in all other circumstances shall be 95% of the Appropriate
               Price (which, for these purposes, shall mean the average of the
               closing quotation prices of the Ordinary Shares for the five
               business days immediately preceding the day on which the treasury
               share is re-issued, as published in the Irish Stock Exchange
               Daily Official List (or any successor publication thereto) and,
               in respect of any business day on which there shall be no dealing
               in such shares on such Exchange, the price which is equal to (i)
               the mid-point between the high and low market guide prices in
               respect of such shares for such business day as published in the
               Irish Stock Exchange Daily Official List (or any successor
               publication thereto); or (ii) if there shall be only one such
               market guide price so published, the market guide price so
               published);

          (b)  the maximum price at which a treasury share may be re-issued
               off-market shall be 120% of the Appropriate Price;

          (c)  "schemes" shall mean the Approved Employees' Profit Sharing
               Scheme -- Ireland, the AIB Approved Employees' Profit Sharing
               Scheme 1998, the Approved Employees' Profit Sharing Scheme --
               U.K., the Executive Share Option Scheme, the Dauphin Stock Option
               plans, the AIB Dividend Reinvestment Plan and any other scheme or
               plan which involves the issue of Ordinary Shares and which has
               been approved by the shareholders in General Meeting;

     (ii) Article 53 of the Articles of Association of the Company be amended by
          the deletion of paragraphs (a) and (b) thereof and the substitution
          therefor of paragraphs (a), (b) and (c) at (i) of this Resolution.

                                       84

<PAGE>

     The authority hereby conferred shall be effective from 23rd April 1998 and
     shall expire at the close of business on the earlier of the date of the
     next Annual General Meeting of the Company after the passing of this
     resolution or 21st October 1999 unless previously varied or renewed in
     accordance with the provisions of Section 209 of the 1990 Act."

4.   "That the power conferred on the Directors by paragraph (b) (ii) of Article
     8 of the Company's Articles of Association be and is hereby renewed for the
     period ending on the date of the Annual General Meeting in 1999, or on 21st
     July 1999, whichever is the earlier, and for such period the Section 23
     Amount (as defined in paragraph (d) (iv) of the said Article) shall be
     IR10,670,772, and that Article 8 be amended accordingly."


                                                       Lochlann Quinn
                                                       (Chairman of the Meeting)

Bankcentre,
Ballsbridge,
Dublin 4.

                                       85

<PAGE>

                               SPECIAL RESOLUTIONS

                                       OF

                           ALLIED IRISH BANKS, p.l.c.

At the Annual General Meeting held on 21st April 1999, the following Resolutions
were passed as Special Resolutions:

1.   "That:

     (a)  in accordance with Section 25 of the Economic and Monetary Union Act,
          1998, the Ordinary Shares of IR 25p each and the Non-Cumulative
          Preference Shares of IR1 each in the capital of the Company be
          and are hereby redenominated into Ordinary Shares of EUR0.3174345196
          each and Non-Cumulative Preference Shares of EUR1.269738078 each,
          respectively;

     (b)  in accordance with Section 26 of the Economic and Monetary Union Act,
          1998, such redenominated shares be and are hereby adjusted to Ordinary
          Shares of EUR0.32 each of which, in respect of such shares as are
          currently in issue, EUR0.3174345196 per share shall be deemed to be
          paid up and Non-Cumulative Preference Shares of EUR1.27 each,
          respectively;

     (c)  there shall be capitalised out of the sums standing to the credit of
          the Company's distributable reserves and appropriated to the holders
          of the Ordinary Shares, such sum, not exceeding EUR2.5m, as shall
          be necessary to pay up in full the amount unpaid on each EUR0.32
          share, namely, EUR0.0025654804;

     (d)  Clause 5 of the Memorandum of Association of the Company be and is
          hereby replaced with the following:

          "5.  The share capital of the Company is EUR625,200,000 divided
               into 1,160,000,000 Ordinary Shares of EUR0.32 each and
               200,000,000 Non-Cumulative Preference Shares of EUR1.27 each,
               US$500,000,000 divided into 20,000,000 NonCumulative Preference
               Shares of US$25 each, Stg200,000,000 divided into 200,000,000
               Non-Cumulative Preference Shares of Stg1 each and Yen
               35,000,000,000 divided into 200,000,000 Non-Cumulative Preference
               Shares of Yen 175 each".;

          and that Article 3 of the Company's Articles of Association be and is
          hereby replaced with the following:

          "3.  The share capital of the Company is EUR625,200,000 divided
               into 1,160,000,000 Ordinary Shares of EUR0.32 each and
               200,000,000 Non-Cumulative Preference Shares of EUR1.27 each
               ("Euro Preference Shares"), US$500,000,000 divided into
               20,000,000 Non-Cumulative Preference Shares of US$25 each
               ("Dollar Preference Shares"), Stg200,000,000 divided into
               200,000,000 NonCumulative Preference Shares of Stg1 each
               ("Sterling Preference Shares") and Yen 35,000,000,000 divided
               into 200,000,000 Non-Cumulative Preference Shares of Yen 175 each
               ("Yen Preference Shares").";

          and that approval be and is hereby given for any consequential
          amendments to the Company's Articles of Association arising from this
          Resolution."

                                       86

<PAGE>

2.   "That, subject to the passing of the Resolution set out at item 4 of the
     Notice of this Meeting, the Company and/or any subsidiary (as such
     expression is defined by Section 155 of the Companies Act, 1963) of the
     Company be and is hereby generally authorised to make market purchases (as
     defined by Section 212 of the Companies Act, 1990 ("the 1990 Act")) of
     Ordinary Shares of EUR0.32 each of the Company ("share" or "shares" as
     appropriate) on such terms and conditions and in such manner as the
     Directors, or, as the case may be, the Directors of such subsidiary, may
     from time to time determine but subject, however, to the provisions of the
     1990 Act and to the following restrictions and provisions:

     (a)  the maximum number of shares authorised to be acquired pursuant to the
          terms of this resolution shall be 50 million;

     (b)  the minimum and maximum prices which may be paid for any such share
          shall be determined in accordance with Article 52 of the Company's
          Articles of Association.

     The authority hereby conferred shall be effective from 22nd April 1999 and
     shall expire at the close of business on the earlier of the date of the
     next Annual General Meeting of the Company after the passing of this
     resolution or 20th October 2000 unless previously varied, revoked or
     renewed in accordance with the provisions of Section 215 of the 1990 Act.
     The Company or any such subsidiary may before such expiry enter into a
     contract for the purchase of shares which would or might be wholly or
     partly executed after such expiry and may complete any such contract as if
     the authority conferred hereby had not expired."

3.   "That, subject to the passing of the Resolutions set out at items 4 and 5
     of the Notice of this Meeting, for the purposes of Section 209 of the
     Companies Act, 1990 ("the 1990 Act"), the price range within which any
     treasury shares (as defined by the said Section 209) for the time being
     held by the Company may be re-issued off-market shall be determined in
     accordance with Article 53 of the Company's Articles of Association. The
     authority hereby conferred shall be effective from 22nd April 1999 and
     shall expire at the close of business on the earlier of the date of the
     next Annual General Meeting of the Company after the passing of this
     resolution or 20th October 2000 unless previously varied or renewed in
     accordance with the provisions of Section 209 of the 1990 Act."

4.   "That, subject to the passing of the Resolution set out at item 4 of the
     Notice of this Meeting, the power conferred on the Directors by paragraph
     (b) (ii) of Article 8 of the Company's Articles of Association be and is
     hereby renewed for the period ending on the date of the Annual General
     Meeting in 2000, or on 20th July 2000, whichever is the earlier, and for
     such period the Section 23 Amount (as defined in paragraph (d)(iv) of the
     said Article) shall be EUR13,769,990."


                                                       Lochlann Quinn
                                                       (Chairman of the Meeting)

Bankcentre,
Ballsbridge,
Dublin 4.

                                       87

<PAGE>

                               SPECIAL RESOLUTIONS

                                       OF

                           ALLIED IRISH BANKS, p.l.c.

At the Annual General Meeting held on 19th April 2000, the following Resolutions
were passed as Special Resolutions:

1.   "That the Company and/or any subsidiary (as such expression is defined by
     Section 155 of the Companies Act, 1963) of the Company be and is hereby
     generally authorised to make market purchases (as defined by Section 212 of
     the Companies Act, 1990 ("the 1990 Act")) of Ordinary Shares of EUR0.32
     each of the Company ("share" or "shares" as appropriate) on such terms and
     conditions and in such manner as the Directors, or, as the case may be, the
     Directors of such subsidiary, may from time to time determine but subject,
     however, to the provisions of the 1990 Act and to the following
     restrictions and provisions:

     (a)  the maximum number of shares authorised to be acquired pursuant to the
          terms of this resolution shall be 50 million;

     (b)  the minimum and maximum prices which may be paid for any such share
          shall be determined in accordance with Article 52 of the Articles of
          Association.

     The authority hereby conferred shall be effective from 20th April 2000 and
     shall expire at the close of business on the earlier of the date of the
     next Annual General Meeting after the passing of this resolution, or 18th
     October 2001, unless previously varied, revoked or renewed in accordance
     with the provisions of Section 215 of the 1990 Act. The Company or any such
     subsidiary may before such expiry enter into a contract for the purchase of
     shares which would or might be wholly or partly executed after such expiry
     and may complete any such contract as if the authority conferred hereby had
     not expired."

2.   "That, subject to the passing of the Resolution set out at item 6 of the
     Notice of this Meeting, for the purposes of Section 209 of the Companies
     Act, 1990 ("the 1990 Act"), the price range within which any treasury
     shares (as defined by that Section) for the time being held by the Company
     may be re-issued off-market shall be determined in accordance with Article
     53 of the Articles of Association. The authority hereby conferred shall be
     effective from 20th April 2000 and shall expire at the close of business on
     the earlier of the date of the next Annual General Meeting after the
     passing of this resolution or 18th October 2001 unless previously varied or
     renewed in accordance with the provisions of Section 209 of the 1990 Act."

3.   "That the power conferred on the Directors by paragraph (b) (ii) of Article
     8 of the Articles of Association be and is hereby renewed for the period
     ending on the date of the Annual General Meeting in 2001, or on 18th July
     2001, whichever is the earlier, and for such period the Section 23 Amount
     (as defined in paragraph (d)(iv) of the said Article) shall be
     EUR13,858,793.28."


                                                       Lochlann Quinn
                                                       (Chairman of the Meeting)

Bankcentre,
Ballsbridge,
Dublin 4.

                                       88

<PAGE>

                               SPECIAL RESOLUTIONS

                                       OF

                           ALLIED IRISH BANKS, p.l.c.

At the Annual General Meeting held on 25th April 2001, the following Resolutions
were passed as Special Resolutions:

1.   "That the Company and/or any subsidiary (as such expression is defined by
     Section 155 of the Companies Act, 1963) of the Company be and is hereby
     generally authorised to make market purchases (as defined by Section 212 of
     the Companies Act, 1990 ("the 1990 Act")) of Ordinary Shares of EUR0.32
     each of the Company ("share" or "shares" as appropriate) on such terms and
     conditions and in such manner as the Directors, or, as the case may be, the
     Directors of such subsidiary, may from time to time determine but subject,
     however, to the provisions of the 1990 Act and to the following
     restrictions and provisions:

     (a)  the maximum number of shares authorised to be acquired pursuant to the
          terms of this resolution shall be 50 million;

     (b)  the minimum and maximum prices which may be paid for any such share
          shall be determined in accordance with Article 52 of the Articles of
          Association.

     The authority hereby conferred shall be effective from 26th April 2001 and
     shall expire at the close of business on the earlier of the date of the
     next Annual General Meeting after the passing of this resolution, or 24th
     October 2002, unless previously varied, revoked or renewed in accordance
     with the provisions of Section 215 of the 1990 Act. The Company or any such
     subsidiary may before such expiry enter into a contract for the purchase of
     shares which would or might be wholly or partly executed after such expiry
     and may complete any such contract as if the authority conferred hereby had
     not expired."

     2.   "That, subject to the passing of the resolution set out at item 5 of
          the Notice of this Meeting, for the purposes of Section 209 of the
          Companies Act, 1990 ("the 1990 Act"), the price range within which any
          treasury shares (as defined by that Section) for the time being held
          by the Company may be re-issued off-market shall be determined in
          accordance with Article 53 of the Articles of Association. The
          authority hereby conferred shall be effective from 26th April 2001 and
          shall expire at the close of business on the earlier of the date of
          the next Annual General Meeting after the passing of this resolution
          or 24th October 2002 unless previously varied or renewed in accordance
          with the provisions of Section 209 of the 1990 Act."

     3.   "That the power conferred on the Directors by paragraph (b) (ii) of
          Article 8 of the Articles of Association be and is hereby renewed for
          the period ending on the date of the Annual General Meeting in 2002,
          or on 24th July 2002, whichever is the earlier, and for such period
          the Section 23 Amount (as defined in paragraph (d)(iv) of the said
          Article) shall be EUR14,071,928."


                                                       Lochlann Quinn
                                                       (Chairman of the Meeting)

Bankcentre,
Ballsbridge,
Dublin 4.

                                       89

<PAGE>



                               SPECIAL RESOLUTIONS
                                       OF
                           ALLIED IRISH BANKS, p.l.c.

At the Annual General Meeting held on 29th May 2002, the following Resolutions
were passed as Special Resolutions:

1.   "That the Company and/or any subsidiary (as such expression is defined by
     Section 155 of the Companies Act, 1963) of the Company be and is hereby
     generally authorised to make market purchases (as defined by Section 212 of
     the Companies Act, 1990 ("the 1990 Act")) of Ordinary Shares of EUR0.32
     each of the Company ("share" or "shares" as appropriate) on such terms and
     conditions and in such manner as the Directors, or, as the case may be, the
     Directors of such subsidiary, may from time to time determine but subject,
     however, to the provisions of the 1990 Act and to the following
     restrictions and provisions:

     (a) the maximum number of shares authorised to be acquired pursuant to the
         terms of this resolution shall be 50 million;

     (b) the minimum and maximum prices which may be paid for any such share
         shall be determined in accordance with Article 52 of the Articles of
         Association.

     The authority hereby conferred shall be effective from 30th May 2002 and
     shall expire at the close of business on the earlier of the date of the
     next Annual General Meeting after the passing of this resolution, or 28th
     November 2003, unless previously varied, revoked or renewed in accordance
     with the provisions of Section 215 of the 1990 Act. The Company or any such
     subsidiary may before such expiry enter into a contract for the purchase of
     shares which would or might be wholly or partly executed after such expiry
     and may complete any such contract as if the authority conferred hereby had
     not expired."

2.   "That, for the purposes of Section 209 of the Companies Act, 1990 ("the
     1990 Act"), the price range within which any treasury shares (as defined by
     that Section) for the time being held by the Company may be re-issued
     off-market shall be determined in accordance with Article 53 of the
     Articles of Association. The authority hereby conferred shall be effective
     from 30th May 2002 and shall expire at the close of business on the earlier
     of the date of the next Annual General Meeting after the passing of this
     resolution or 28th November 2003 unless previously varied or renewed in
     accordance with the provisions of Section 209 of the 1990 Act."

3.   "That the power conferred on the Directors by paragraph (b) (ii) of Article
     8 of the Articles of Association be and is hereby renewed for the period
     ending on the date of the Annual General Meeting in 2003, or on 28th August
     2003, whichever is the earlier, and for such period the Section 23 Amount
     (as defined in paragraph (d)(iv) of the said Article) shall be
     EUR14,212,880."

                                       90

<PAGE>

4. "That the Articles of Association of the Company be and are hereby amended as
follows:

     in Article 2, by deleting "1990" in the definition of "The Acts" and
     substituting "2001";

     in Article 2, by inserting in the definition of "In writing" after
     "process" "and in particular by electronic communication within the meaning
     of Section 2 of the Electronic Commerce Act, 2000."; in Article 8, by
     deleting the first four lines of sub-paragraph (b) (ii) and substituting:

                  "The Directors may, by Special Resolution, be empowered for
     any prescribed period to"; in Article 8, by deleting sub-paragraph (d) (ii)
     and substituting:

                  ""prescribed period" means any period (not exceeding five
                  years on any occasion) for which the authority provided for by
                  sub-paragraph (b) (i) above is conferred by Ordinary
                  Resolution stating the Section 20 Amount for such period;";

     in Article 8, by deleting sub-paragraph (d) (iii) and substituting:
                  ""the Section 20 Amount" shall for any prescribed period be
                  that stated in the relevant Ordinary Resolution or any
                  increased amount fixed by Ordinary Resolution;";

     in Article 8, by deleting sub-paragraph (d) (iv) and substituting:
                  ""the Section 23 Amount" for any prescribed period shall be
     that stated in the relevant Special Resolution;"; in Article 53 (c), by
     inserting after "Plan" in line four ", the Long Term Incentive Plan";

         by deleting Article 88 and substituting:
                  "Subject to the provisions of these Articles, one-third of the
                  Directors for the time being, or, if their number is not three
                  or a multiple of three, then not less than one-third shall
                  retire from office at each Annual General Meeting.";

     in Article 135, by inserting "(a)" after "by" on line one and by inserting
     in line three after "balance sheet" "or (b) such summary financial
     statements as may be permitted by the Acts, "".

                                                  Lochlann Quinn
                                                  (Chairman of the Meeting)

Bankcentre,
Ballsbridge,
Dublin 4.

                                       91

<PAGE>


                               SPECIAL RESOLUTIONS
                                       OF
                           ALLIED IRISH BANKS, p.l.c.

At the Annual General Meeting held on 24th April 2003, the following Resolutions
were passed as Special Resolutions:

1.       "That the Company and/or any subsidiary (as such expression is defined
         by Section 155 of the Companies Act, 1963) of the Company be and is
         hereby generally authorised to make market purchases (as defined by
         Section 212 of the Companies Act, 1990 ("the 1990 Act")) of Ordinary
         Shares of EUR0.32 each of the Company ("share" or "shares" as
         appropriate) on such terms and conditions and in such manner as the
         Directors, or, as the case may be, the Directors of such subsidiary,
         may from time to time determine but subject, however, to the
         provisions of the 1990 Act and to the following restrictions and
         provisions:

         (a)      the maximum number of shares authorised to be acquired
                  pursuant to the terms of this resolution shall be 89.0
                  million;

         (b)      the minimum and maximum prices which may be paid for any such
                  share shall be determined in accordance with Article 52 of the
                  Articles of Association.

         The authority hereby conferred shall be effective from 25th April 2003
         and shall expire at the close of business on the earlier of the date of
         the next Annual General Meeting after the passing of this resolution,
         or 23rd October 2004, unless previously varied, revoked or renewed in
         accordance with the provisions of Section 215 of the 1990 Act. The
         Company or any such subsidiary may before such expiry enter into a
         contract for the purchase of shares which would or might be wholly or
         partly executed after such expiry and may complete any such contract as
         if the authority conferred hereby had not expired."

2.       "That, subject to the passing of the resolution set out at item 6 of
         the Notice of this Meeting, for the purposes of Section 209 of the
         Companies Act, 1990 ("the 1990 Act"), the price range within which any
         treasury shares (as defined by that Section) for the time being held
         by the Company may be re-issued off-market shall be determined in
         accordance with Article 53 of the Articles of Association. The
         authority hereby conferred shall be effective from 25th April 2003 and
         shall expire at the close of business on the earlier of the date of
         the next Annual General Meeting after the passing of this resolution
         or 23rd October 2004 unless previously varied or renewed in accordance
         with the provisions of Section 209 of the 1990 Act."

3.       "That the power conferred on the Directors by paragraph (b) (ii) of
         Article 8 of the Articles of Association be and is hereby renewed for
         the period ending on the date of the Annual General Meeting in 2004, or
         on 23rd July 2004, whichever is the earlier, and for such period the
         Section 23 Amount (as defined in paragraph (d)(iv) of the said Article)
         shall be EUR14,367,968."


                                                 Lochlann Quinn
                                                 (Chairman of the Meeting)

Bankcentre,
Ballsbridge,
Dublin 4.

                                       92