Exhibit 1.2  THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND (Established in Ireland by Charter in 1783 and having limited liability)  BYE-LAWS


CONTENTS  Numberof

PageBye-Law

NumberPRELIMINARY
81.
Interpretation
82.
Conflict between provisions of Bye-Laws and those of   Charter
12CAPITAL
123.
Capital stock of the Bank
124.
Dollar Preference Stock
145.
Sterling Preference Stock
236.
Euro Preference Stock
327.
2005 Preference Stock
498.
Variation of Rights
589.
Capital stock to be at disposal of Directors
5910.
Bank not obliged to recognise trusts
60REGISTER OF   MEMBERS
6011.
Register to be kept in specified form
60CERTIFICATES   FOR STOCK IN CERTIFICATED FORM
6112.
Members entitled to certificates for stock in   certificated form
61LIEN
6113.
Bank to have lien on its stock
6114.
Such lien to be made available by sale
6115.
Directors may authorise transfer of stock so sold
6116.
Proceeds of sale may be applied in payment of amount   due
62CALLS ON   STOCK
6217.
Directors may make calls to be paid by stockholders
6218.
When call is deemed to be made
6219.
Joint stockholders liable to pay calls
6220.
Overdue calls liable to interest
6221.
Any sum payable on allotment to be deemed to be a call
6222.
Directors may receive uncalled moneys
62TRANSFER OF   STOCK
6323.
Mode of transfer of stock
6324.
Power to decline to register transfer
6325.
Power to decline to register transfer in other   circumstances
63


26.
Period during which registration may be suspended
64TRANSMISSION   OF STOCK
6427.
Title to stock of deceased member
6428.
Transmission clause  evidence of title
6429.
Notice to be given by stockholder requiring   registration
6430.
Person becoming entitled to stock on death or   bankruptcy to be entitled to dividend
6431.
Stock transmitted in whole units
65FORFEITURE   OF STOCK
6532.
If calls not paid notice to be given to member
6533.
Terms of notice
6534.
In default of payment stock may be forfeited
6535.
Forfeited stock to be property of Bank and may be sold
6536.
Member whose stock has been forfeited shall cease to be   a member but remains liable
6537.
Declaration of forfeiture
6538.
Provisions as to forfeiture to apply to any sum payable   in respect of stock
66INCREASE OF   CAPITAL STOCK
6639.
Power to enlarge capital stock
66PURCHASE OF   OWN STOCK
6640.
Purchase of own stock
66RE-ISSUE OF   TREASURY STOCK
6841.
Re-issue of Treasury Stock
68GENERAL   COURTS
6842.
All General Courts to be held in the State
6843.
Annual General Court
6844.
Distinction between Ordinary General Court and   Extraordinary General Court
6945.
Directors power to convene Extraordinary General Court
6946.
Extraordinary General Court called for by members
69NOTICE OF   GENERAL COURTS
7047.
Notice of General Courts
7048.
Accidental omission to give notice not to invalidate   proceedings
70PROCEEDINGS   AT GENERAL COURTS
7049.
Proceedings at General and Extraordinary General Courts
7050.
Quorum for General Court
7151.
If required quorum not present General Court to be   adjourned
7152.
Chairman of General Court
7153.
If no Director present members to choose Chairman
7154.
Chairman with consent may adjourn General Court
71


55.
How questions are to be decided
7256.
Poll to be taken if demanded
7257.
Equality of votes
7258.
Poll demanded on election of Chairman or adjournment to   be taken forthwith
72VOTES OF   MEMBERS
7259.
Number of votes of members
7260.
Disclosure of Interests in Ordinary Stock
7361.
Joint stockholders
7462.
How members non compos mentis may vote
7463.
No member in arrear may vote
7564.
No objections to be raised to qualification of voter   except at General Court or adjournment
7565.
Votes may be given in person or by proxy
7566.
Proxy to be given in writing by appointer or attorney
7567.
Deposit of proxy
7568.
Form of proxy
7569.
Proxy to be deemed to confer authority to demand poll
7570.
Vote by proxy to be available although authority   revoked or stock transferred
75VOTING BY   GOVERNMENT PREFERENCE STOCKHOLDER
7671.
Voting by Government Preference Stockholder
76CORPORATIONS   SOLE OR BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS
7672.
Corporations Sole or bodies corporate acting by   representatives at meetings
76DIRECTORS
7673.
Number of Directors
7674.
Remuneration of Directors
7775.
Remuneration for special services
7776.
Residence and stock qualifications of Directors
7777.
Declarations to be made by Directors
7778.
Directors may become interested in company promoted by   Bank
7779.
Borrowing powers of Directors and register of charges
7880.
Powers and duties of Directors
7881.
Directors power to appoint attorney
7882.
Director who is interested in contract with the Bank   must disclose his interest
7883.
Director may hold office under the Bank
7984.
Director may act for Bank in professional capacity
7985.
Signing of cheques etc.
7986.
Minutes to be kept of proceedings of Directors
7987.
Directors pensions
79


88.
When office of Director is to be vacated
80GOVERNOR AND   DEPUTY GOVERNOR
8089.
Election of Governor and Deputy Governor
80MANAGING AND   EXECUTIVE DIRECTORS
8090.
Appointment of Managing Director and Executive   Directors
8091.
Directors may empower Managing Director to act for Bank
81APPOINTMENT   AND RETIREMENT OF DIRECTORS
8192.
Retirement by rotation of Directors
8193.
Which Directors to retire
8194.
Retiring Directors eligible for re-election
8195.
Power of General Court to fill a vacancy caused by   retirement of Director
8196.
Candidates for office of Director to be nominated in   writing
8197.
When Directors may fill office of Director
8198.
Power of General Court to remove Director
8199.
Power of General Court to fill casual vacancy
82DIRECTORS   NOMINATED BY THE GOVERNMENT PREFERENCE STOCKHOLDER
82100.
Directors nominated by the Government Preference   Stocholder
82PROCEEDINGS   OF DIRECTORS AND COMMITTEES
85101.
Court of Directors
85102.
Directors quorum
85103.
Director shall not vote in respect of contract in which   he is interested
85104.
Directors may act notwithstanding a vacancy in number
87105.
Chairman of Court of Directors
87106.
Directors Powers of Management
87107.
Directors Powers of Delegation
88108.
Chairman of committee
88109.
Proceedings of committee
88110.
Acts of Directors or committees to be valid   notwithstanding defect in appointment
88SECRETARY
89111.
Appointment of Secretary
89112.
Secretary may not act in dual capacity
89THE SEAL
89113.
The Seal, Official Seal and local seal
89DIVIDENDS   AND RESERVES
89114.
Declaration of dividends by General Court
89115.
Directors may pay interim dividends
89116.
Dividends to be paid out of profits
90


117.
Reserve funds
90118.
Apportionment of dividends
90119.
Directors may deduct from dividends money due for calls
91120.
Power to direct payment of dividends by distribution of   specific profits
91121.
Scrip Dividends
91122.
Dividends payable in cash may be paid by cheque or   warrant
93123.
Dividends not to bear interest
93124.
Unclaimed Dividends
93125.
Untraced Stockholders
93ACCOUNTS
94126.
The Directors shall keep proper books of account
94127.
Books of account to be kept at the Office and available   for inspection of Directors
94128.
Members not entitled to inspect books of account except   as authorised by Directors
94129.
Balance sheets and profit and loss accounts, group accounts   and reports to be laid before Annual General Courts
94130.
Copy of balance sheet, accounts, Directors report and   Auditors report to be sent to members
95CAPITALISATION   OF RESERVES
95131.
Power of General Court to capitalise reserves
95132.
Method of capitalisation of reserves
95CAPITALISATION   IN RESPECT OF THE 2009 BONUS STOCK AND THE 2009 WARRANT INSTRUMENT
96133.
Capitalisations in respect of the 2009 Bonus Stock
96AUDIT
96134.
Appointment and duties of Auditors
96NOTICES
96135.
Service of notices
96136.
Notice to joint stockholders
97137.
Notice when member deceased or bankrupt
97138.
Persons entitled to notice
97139.
Service on transfer or transmission of stock
97MISCELLANEOUS
97140.
Use of computers, etc., for certain Bank records
97141.
Use of Electronic Communication
98142.
Destruction of stock transfer forms and cancelled stock   certificates
99143.
Authentication of documents
99144.
Declaration of secrecy
99145.
Indemnity
100


146.
Insurance against liability of Directors and Officers
100147.
Record dates
100148.
Capital Reduction
100APPENDIX
101Authority to buy back Bank   Stock - Special Resolution passed by Stockholders at the Annual General Court
101


BANK OF IRELAND BYE - LAWS for the government of the Corporation of the Governor and Company of the Bank of Ireland and the management and conduct of its affairs and business.  (Adopted by Resolution passed by an Extraordinary General Court on 19 May 2010.)  PRELIMINARY  Interpretation


1.In these Bye-Laws, unless the context otherwise requires:

2009 Issue Datemeans the date of issue and allotment of the 2009 Preference Stock,   being the date on or around or after 31 March 2009;

Actsmeans the Companies Acts 1963 to 2009;

Auditorsmeans the auditors of the Bank for the time being appointed in pursuance   of these Bye-Laws;

the Bankor Bank of Ireland means   the body corporate entitled the Governor and Company of the Bank of Ireland   which was incorporated by the Charter;

the Banks Actsmeans the Bank of Ireland Act 1929, the enactments specified in the   First Schedule to that Act and every other enactment amending any of those   enactments;

certificated stockmeans stock other than uncertificated stock; and corresponding   expressions shall be construed accordingly;

the Charter means the Charter or Letters Patent under the Great Seal of Ireland   bearing date the 10th day of May 1783 and granted by his late Majesty   King George the Third;

Control   means the holding, whether directly or indirectly, of stock of the Bank that   confer, in aggregate, more than 50 per cent. of the voting rights in the Bank   (excluding any voting rights conferred by Bye-Law 6(I)(6));

Control   Resolution means a resolution of the holders of the capital stock   of the Bank for the approval of any agreement or transaction (including a   merger) whereby, or in consequence of which, Control of the Bank, or   substantially all of the Banks business, is or may be acquired by any person   or persons (excluding any member of the Government Concert Party) acting in   concert and which for the avoidance of doubt shall include any resolution of   the holders of the capital stock of the Bank to approve a scheme of   arrangement pursuant to section 201 of the Companies Act 1963 pursuant to   which a takeover of the Bank (within the meaning of the Irish Takeover Panel   Act 1997 Takeover Rules (as amended, replaced or substituted from time   to time)) would be effected or approved or a merger or division of the Bank   pursuant to the European Communities (Mergers And Divisions Of Companies)   Regulations, 1987 (Statutory Instrument 137 of 1987) or a merger of the Bank   pursuant to the European Communities (Cross-Border Mergers) Regulations 2008   (Statutory Instrument 157 of 2008);

Court of Directorsmeans a meeting of the Directors duly assembled under and in accordance   with these Bye-Laws;  8


dematerialised instructionmeans an instruction sent or received by means of a relevant system;

the Directorsmeans the Directors for the time being of the Bank and includes the   Governor and Deputy Governors (if any) of the Bank;

electronic communicationmeans information communicated or intended to be communicated to a person   or public body, other than its originator, that is generated, communicated,   processed, sent, received, recorded, stored or displayed by electronic means   or in electronic form but does not include information communicated in the   form of speech unless the speech is processed at its destination by an   automatic voice recognition system; any references in this definition, the   fifth last paragraph of Bye-Law 1 and Bye-Law 138 to information, public   body, originator, electronic and person shall have the same meaning as   in Section 2 of the Electronic Commerce Act, 2000; electronic   communication shall include the making of information and/or documents   available on a website or by delivering, giving or sending the same by   electronic mail;

enactmentincludes an enactment comprised in any subordinate legislation within the   meaning of the Interpretation Act, 2005;

Financial   Regulator means the Central Bank and Financial Services Authority   of Ireland or any successor of it;

General Courtmeans a General Court of the members of the Bank duly assembled under and   in accordance with these Bye-Laws;

Government   Concert Party means any person, firm or body corporate acting in   concert with any Government Preference Stockholder or any Government Body   holding stock in the capital of the Company within the meaning of Article 8(2) of   the European Communities (Takeover Bids (Directive 2004/25/EC) Regulations   2006 (SI 255 of 2006)) (as amended, substituted or re-enacted from time to   time) provided however this shall not include any occupational pension scheme   approved by the Revenue Commissioners and registered with the Pension Board;

Government   Body means any of the National Treasury Management Agency, the   National Pensions Reserve Fund Commission, in its capacity as controller and   manager of the National Pensions Reserve Fund, the Minister for Finance or   any Minister or Department of the Government of Ireland;

Government   Preference Stockholder means a Government Body holding 2009   Preference Stock or any custodian or nominee holding 2009 Preference Stock on   behalf of a Government Body provided however that where such custodian or   nominee holds 2009 Preference Stock for any other person, such holding shall   be not be taken into account for the purpose of determining the voting rights   of the Government Preference Stockholder;

Government Transaction   Agreementmeans the agreement among the   Bank, the Minister for Finance of Ireland and the National Pensions Reserve   Fund Commission dated on or about 25 April 2010 relating to inter alia   the conversion of units of 2009 Preference Stock to units of Ordinary Stock,   the cancellation of the Warrants and certain other changes to be made to the   rights attaching to the 2009 Preference Stock;

issuer-instructionmeans a properly authenticated dematerialised instruction attributable to   a participating issuer;

membermeans every person who agrees to become a holder of at least one unit  9


of capital stock of the Bank and whose name is   entered in the Register;

Minority Interestmeans such minority interests in subsidiaries of the Bank as have been or   may in the future be agreed between the Bank and the Minister for Finance;

Monthmeans calendar month;

the Officemeans the head office of the Bank of Ireland at Lower Baggot Street,   Dublin 2;

officerhas the meaning attached to it in the Companies Acts 1963 to 1990 as the   same may be amended or re-enacted from time to time but does not include an Auditor;

operator-instructionmeans a properly authenticated dematerialised instruction attributable to   an operator;

operator-systemmeans those facilities and procedures which are part of the relevant   system, which are maintained and operated by or for an operator, by which the   operator generates operator-instructions and receives dematerialised   instructions from system-participants and by which persons change the form in   which units of a participating security are held;

operatormeans any person specified in Regulation 28 of the Regulations or   approved by the Minister under the Regulations as operator of a relevant   system;

Parity Core Tier I Securitiesmeans the euro Preference Stock, the Sterling   Preference Stock and any other securities issued or guaranteed by the Bank   that constitute, under the regulatory framework then applicable to the Bank,   core tier 1 capital (within the meaning of the Financial Regulators   requirement at such time or equivalent) excluding the Ordinary Stock, the   Deferred Stock and the Minority Interests;

participating issuermeans a person who has issued a security which is a participating   security;

participating member statemeans each state of the European Union described as such in the Economic   and Monetary Union Act, 1998;

participating securitymeans a security title to units of which is permitted by an operator to   be transferred by means of a relevant system;

the Registermeans the register of members of the Bank kept under and in pursuance of   these Bye-Laws;

Regulationsmean the Companies Act, 1990 (Uncertificated Securities) Regulations,   1996, S.I. No. 68 of 1996 and such other regulations made under Section 4   of the Companies (Amendment) Act, 1977 and Section 239 of the Companies   Act, 1990 as are applicable including any modification thereof or any   regulations in substitution therefore and which term shall include, where the   context requires or admits, the rules, facilities and requirements of the   relevant system;

relevant systemmeans a computer based system and procedures which enable title to units   of a security to be evidenced and transferred without a written instrument,   and which facilitate supplementary and incidental matters; and relevant   system includes an operator-system;

the Sealmeans the common seal of the Bank and the Official Sealmeans the seal which may be used for the   purpose of sealing securities issued by the Bank;

Secretarymeans any person appointed to perform any of the duties of Secretary of   the Bank and includes a Deputy or Assistant Secretary;  10


settlement-bankin relation to a relevant system, means a person who has contracted to   make payments in connection with transfers of title to uncertificated units   of a security by means of that system;

the Statemeans Ireland;

Stock Exchangemeans a stock exchange on which the Bank has sought and has obtained a   listing for any of its stock or securities, and/or has had any of its stock   or securities admitted to trading;

system-memberin relation to a relevant system, means a person permitted by an operator   to transfer title to uncertificated units of a security by means of that   system and includes, where relevant, two or more persons who are jointly so   permitted;

system-participantin relation to a relevant system, means a person who is permitted by an   operator to send and receive properly authenticated dematerialised   instructions and sponsoring system-participant means a system-participant   who is permitted by an operator to send properly authenticated dematerialised   instructions on another persons behalf;

Trading Day   means a day on which The Irish Stock Exchange Limited or any successor   exchange is open for trading of securities admitted to its official list or   equivalent;

uncertificated stockmeans stock title to which is recorded on the Register as being held in   uncertificated form, and title to which, by virtue of the provisions of the   Regulations and these Bye-Laws may be transferred by means of a relevant   system; and corresponding expressions shall be construed accordingly;

In these Bye-Laws euroor shall refer to the single currency of   participating member states of the European Union, the lawful currency of the   State, Stg£or Pounds Sterlingshall refer to the   lawful currency for the time being of the United Kingdom, and US$or US Dollarsshall refer to the lawful currency for the time   being of the United States of America;

The masculine includes the feminine and the   singular includes the plural and vice versa;

Words importing persons shall include   corporations;

Expressions referring to writing shall be   construed as including references to printing, lithography, photography,   electronic and any other modes of representing or of reproducing words in   visible form and cognate words shall be similarly construed;

Save as aforesaid, words or expressions   contained in these Bye-Laws shall if not inconsistent with the subject or   context bear the same meaning as in the Charter.

The table of contents, sub-titles and marginal   notes are inserted for convenience and shall not affect the construction of   these presents.

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

References in these Bye-Laws to any stock being   in uncertificated form or in certificated form are references   respectively to such stock being uncertificated stock or certificated   stock.  11


Conflict between provisions of   Bye-Laws and those of Charter

2.
In case of any conflict between any provision in   these Bye-Laws and any provision of the Charter or of the Banks Acts, the   provision in these Bye-Laws shall prevail and have effect in place of such   conflicting provision of the Charter or the Banks Acts.CAPITALCapital stock of the Bank

3.
(a)The capital stock of the Bank is 6,967,000,000, US$225,000,000 and   Stg£125,000,000, divided as follows:

(i)90,000,000,000 units of Ordinary Stock of 0.05 each (Ordinary Stock);

(ii)8,000,000 units of Non-Cumulative Preference Stock of US$25 each (Dollar Preference Stock);

(iii)100,000,000 units of Non-Cumulative Preference Stock of Stg£1 each (Sterling Preference Stock);

(iv)100,000,000 units of Non-Cumulative Preference Stock of 1.27 each and   3,500,000,000 units of Non-Cumulative Preference Stock of 0.01 each   (together euro Preference Stockwhich   includes the 3,500,000,000 units of 2009 Preference Stock of 0.01 each);

(v)100,000,000 units of undesignated Dollar Preference Stock of US$0.25   each, 100,000,000 units of undesignated sterling preference stock of Stg£0.25   each and 100,000,000 units of undesignated euro preference stock of 0.25   each (in each case as consolidated or sub divided from time to time,   respectively the Dollar 2005 Preference   Stock,Sterling 2005   Preference Stockand the euro   2005 Preference Stock, and together the 2005 Preference Stock); and

(vi)228,000,000,000 units of Deferred Stock of 0.01 each (Deferred Stock),

having, subject to the   provisions of Bye-Laws 3(b), 3(c) and 3(d), the rights set out in   Bye-Laws 3 to 7 below.

(b)The Dollar 2005 Preference Stock shall be comprised of two classes of   Stock:

(i)redeemable Dollar Preference Stock (the Redeemable Dollar Preference Stock); and

(ii)non-redeemable Dollar Preference Stock (the Non-redeemable Dollar Preference Stock);

In the case of Dollar 2005   Preference Stock that are initially created as undesignated Dollar 2005   Preference Stock the Directors shall upon allotment determine whether they   are to be allotted as Redeemable Dollar Preference Stock or Non-redeemable   Dollar Preference Stock.

(c)The Sterling 2005 Preference Stock shall be comprised of two classes of   Stock:

(i)redeemable Sterling Preference Stock (the Redeemable Sterling Preference Stock); and  12


(ii)non-redeemable Sterling Preference Stock (the Non-redeemable Sterling Preference Stock);

In the case of Sterling 2005   Preference Stock that are initially created as undesignated Sterling 2005   Preference Stock the Directors shall upon allotment determine whether they   are to be allotted as Redeemable Sterling Preference Stock or Non-redeemable   Sterling Preference Stock.

(d)The euro Preference Stock shall be comprised of two classes of Stock:

(i)redeemable euro Preference Stock (the Redeemable   euro Preference Stock); and

(ii)non-redeemable euro Preference Stock (the Non-redeemable euro Preference Stock);

In the case of euro 2005   Preference Stock that are initially created as undesignated euro 2005   Preference Stock the Directors shall upon allotment determine whether they   are to be allotted as Redeemable euro Preference Stock or Non-redeemable euro   Preference Stock.

(e)Deferred Stock

The Directors may issue and allot Deferred Stock   subject to the rights, privileges, limitations and restrictions set out in   this Bye-Law 3(e).

(i)Income

A unit of Deferred Stock   shall not entitle its holder to receive any dividend or distribution   declared, made or paid or any return of capital (save as provided for in   Bye-Law 3(e)(ii)) and shall not entitle its holder to any further or other   right of participation in the assets of the Bank.

The units of the Deferred   Stock are perpetual securities, subject to the rights of redemption set out   in these Bye-Laws.

(ii)Capital

On a winding up of, or other   return of capital (other than on a redemption of stock of any class in the   capital of the Bank) by the Bank, the Deferred Stockholders shall be entitled   to participate on such return of capital or winding up of the Bank, such   entitlement to be limited to the repayment of the amount paid up or credited   as paid up on such unit of Deferred Stock and shall be paid only after   Ordinary Stockholders shall have received payment in respect of such amount   as is paid up or credited as paid up on those units of Ordinary Stock held by   them at that time, plus the payment in cash of 10,000,000 on each such unit of   Ordinary Stock.

(iii)Acquisition of Deferred Stock

The Bank as agent for the   holders of units of Deferred Stock shall have the irrevocable authority to   authorise and instruct the secretary (or any other person appointed for the   purpose by the Court) to acquire, or to accept the surrender of, the units of   Deferred Stock for no consideration and to execute on behalf of such holders   such documents as are necessary in connection with such acquisition or   surrender, and pending such acquisition or  13


surrender to retain the   certificates, to the extent issued, for such units of Deferred Stock. Any   request by the Bank to acquire, or for the surrender of, units of Deferred   Stock may be made by the Directors depositing at the registered office of the   Bank a notice addressed to such person as the Directors shall have nominated   on behalf of the holders of the units of Deferred Stock. A person whose stock   has been acquired or surrendered in accordance with this Bye-Law shall cease   to be a member in respect of such stock but shall notwithstanding, remain   liable to pay the Bank all monies which, at the date of acquisition or   surrender, were payable by him to the Bank in respect of such stock, but his   liability shall cease if and when the Bank has received payment in full of   all such monies in respect of such stock.

(iv)Voting

The holders of units of   Deferred Stock shall not be entitled to receive notice of, nor attend, speak   or vote at, any General Court.

(v)Variation of Class Rights

Without prejudice to Bye-Law   8, the rights attached to the units of Deferred Stock shall not be deemed to   be varied or abrogated by the creation or issue of any new stock ranking in   priority to or pari passuwith   or subsequent to such stock, any amendment or variation of the rights of any   other class of stock of the Bank, the Bank reducing its share capital or the   surrender, or purchase of any unit of stock, whether a unit of Deferred Stock   or otherwise. The Bank shall have the irrevocable authority to cancel any   unit of Deferred Stock without making any payment to the holder and such   cancellation shall not be deemed to be a variation or abrogation of the   rights attaching to such unit of Deferred Stock. The Bank shall have the   irrevocable authority to appoint a single holder or any person on behalf of   all holders of units of Deferred Stock to exercise any vote to which holders   of units of Deferred Stock may be entitled in any circumstances at a meeting   of the class of holders of Deferred Stock or for any other matter connected   to the units of Deferred Stock.

(vi)Transfer and Certificates

The units of Deferred Stock   shall not be transferable at any time other than with the prior written   consent of the Directors and, unless otherwise determined by the Directors,   no stock certificates shall be issued in respect of the Deferred Stock.Dollar Preference Stock

4.
The   rights attaching to the Dollar Preference Stock shall be as follows:

(A)General

The Dollar Preference Stock shall rank pari   passu inter se with the Sterling Preference Stock and with the euro   Preference Stock as regards the right to receive dividends and the rights on   winding up of, or other return of capital by, the Bank. Notwithstanding the   provisions of Bye-Law 8 and subject as provided in paragraphs (B) to (H) of   this Bye-Law, the Dollar Preference Stock 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 stock   and in particular (but without prejudice to the generality of the foregoing),   the  14


Directors may (without prejudice to the   authority conferred by sub-paragraph (D) (5) of this Bye-Law),   pursuant to the authority given by the passing of the resolution to adopt   this Bye-Law, consolidate and divide and/or subdivide any Dollar Preference   Stock into stock of a larger or smaller amount. Whenever the Directors have   power under this Bye-Law to determine any of the rights, privileges,   limitations or restrictions attached to any of the Dollar Preference Stock,   the rights, privileges, limitations or restrictions so determined need not be   the same as those attached to the Dollar Preference Stock which has then been   allotted or issued. Without prejudice to Bye-Law 8 (b) each issue of   Dollar Preference Stock carrying rights, privileges, limitations or   restrictions that are not the same as those attached to the Dollar Preference   Stock which has then been allotted or issued shall constitute a separate   class of stock.

(B) Income

(1)The Dollar Preference Stock shall (subject to the further provisions of   this paragraph) entitle the holders thereof (the Dollar   Preference Stockholders) 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   Stock (the Relevant Dollar Preference Stock)   if so determined by the Directors prior to the allotment thereof:

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

(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 Stock, the distributable profits and distributable reserves of the   Bank 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 stock ranking pari passu with the Relevant   Dollar Preference Stock 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 stockholder may suffer in consequence of such payment having been made.

(c)Where any instalment of the Preference Dividend on any Relevant Dollar   Preference Stock 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 judgment   of the Directors, after consultation with the Irish Financial Services   Regulatory Authority (or such other governmental authority in Ireland having   primary bank supervisory authority), the payment of such instalment in cash   would breach or cause a breach of the Irish Financial Services Regulatory   Authoritys capital adequacy requirements from time to time applicable to the   Bank.  15


(d)Subject   to the right to be allotted additional Dollar Preference Stock in accordance   with sub-paragraph (e) below, the Relevant Dollar Preference Stock shall   carry no further right to participate in the profits and reserves of the Bank   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   Stockholders 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 Stock 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 Bank together   with the amount of the reserves of the Bank available for the purpose are   sufficient to enable the allotments of additional preference stock referred   to in the further provisions of this sub-paragraph to be made in full;

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

Relevant Stock means Relevant Dollar Preference Stock and   any preference stock of the Bank carrying similar rights to those set out in   this sub-paragraph (e) and ranking pari passu with the Relevant Dollar   Preference Stock 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 Stock 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 Stock on any occasion   for the reasons specified in sub-paragraph (b) or sub-paragraph (c) above;   and,

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

(iii)Each holder of Relevant Stock 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 stock 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 Stock. The Bank shall not issue fractions of preference stock   of any class (Fractional Stock)   on any such allotment of additional preference stock. In lieu of any   Fractional Stock each holder of Relevant Stock otherwise entitled to receive   Fractional Stock 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 Bank, on behalf of all such holders, of the aggregate of the   preference stock of the relevant class equal in nominal amount to the   aggregate amount of all Fractional Stock of the relevant class otherwise   payable as a dividend rounded down to the nearest integral multiple of the   par value of such preference stock, provided that the Bank shall not be  16


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 stock in terms of this   sub-paragraph shall not be entitled to receive any part of the Relevant   Instalment relating to Relevant Stock of that class in cash;

(iv)For   the purpose of paying up preference stock 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 Bank and/or   to the credit of the Banks reserve accounts available for the purpose, as   the Directors may determine a sum equal to the aggregate nominal amount of   the additional preference stock then to be allotted and shall apply the same   in paying up in full the appropriate amount of unissued preference stock of   the class or classes in question. Any such capitalisation shall be deemed to   be authorised by the resolution adopting this Bye-Law and the provisions of   Bye-Law 132 shall apply mutatis mutandis to any such capitalisation;

(v)The additional preference stock so allotted shall rank pari passu in all   respects with the fully paid Relevant Stock 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 subparagraph (e). If any   additional preference stock falling to be allotted pursuant to such   sub-paragraph cannot be allotted by reason of any insufficiency in the Banks   authorised capital stock the Directors shall convene a General Court to be   held as soon as practicable, for the purpose of considering a resolution or   resolutions effecting an appropriate increase in the authorised capital stock.   The Dollar Preference Stock shall not confer the right to participate in any   issue of stock 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 stock of any class in the capital of the Bank) by the Bank, the   Dollar Preference Stockholders shall in respect of the Dollar Preference   Stock held by them be entitled to receive in US Dollars, out of the surplus   assets available for distribution to the Banks members, an amount equal to   the amount paid up or credited as paid up on the Dollar Preference Stock   (including any premium paid to the Bank in respect thereof).

(2)In addition to the amount repayable on the Dollar Preference Stock pursuant   to subparagraph (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 Bank in   accordance with paragraph (B) of this Bye-Law 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 Bank  17


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).

(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 stock of any class in the capital of   the Bank) by the Bank, shall be so paid pari passu with any amounts payable or   repayable in that event upon or in respect of any further preference stock of   the Bank ranking pari passu with the Dollar Preference Stock as regards   repayment of capital and shall be so paid in priority to any repayment of   capital on any other class of stock of the Bank. The Dollar Preference   Stockholders shall not be entitled in respect of the Dollar Preference Stock   held by them to any further or other right of participation in the assets of   the Bank.

(D)Redemption

(1)Unless otherwise determined by the Directors in relation to any   particular Dollar Preference Stock prior to allotment thereof, the Dollar   Preference Stock shall be redeemable at the option of the Bank. In the case   of any particular Dollar Preference Stock which is to be so redeemable:

(a)such stock shall be redeemable at par together with the sum which would   have been payable pursuant to paragraph (C) of this Bye-Law (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 Bank;

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

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

(2)The provisions of this sub-paragraph (2) shall apply in relation to   any Dollar Preference Stock that is to be redeemed and that on the date fixed   for redemption is in certificated form. The Bank shall give to the holders of   the Dollar Preference Stock to be redeemed not less than 30 days and not more   than 60 days notice in writing of the date on which such redemption be   effected. Such notice shall specify the redemption date and the place at   which the certificates for such Dollar Preference Stock are to be presented   for redemption and upon such date each of such holders shall be bound to   deliver to the Bank at such place the certificates for such Dollar Preference   Stock as are held by him. Upon such delivery, the Bank shall pay to such   holder the amount due to him in  18


respect of such redemption   and shall cancel the certificates so delivered. If any such certificate includes   any Dollar Preference Stock not redeemable on that occasion, a fresh   certificate for such stock 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 Dollar Preference Stock to be redeemed except on any such   stock in respect of which, upon either due presentation of the certificate   relating thereto, or, if the Dollar Preference Stock was in uncertificated   form on the date fixed for redemption the procedures for redemption as   referred to in sub-paragraph (4) below having been effected, 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 provisions of this sub-paragraph (4) shall apply in relation to   any Dollar Preference Stock that is to be redeemed and that, on the date   fixed for redemption, is in uncertificated form. The Bank shall give to the   holders of such Dollar Preference Stock 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 Directors   shall be entitled, in their absolute discretion, to determine the procedures   for the redemption of such Dollar Preference Stock held in uncertificated   form on the relevant redemption date (subject always to the facilities and   requirements of the relevant system concerned). Upon being satisfied that   such procedures have been effected, the Bank shall pay to the holders of the   Dollar Preference Stock concerned the amount due in respect of such   redemption of such Dollar Preference Stock.

(5)Without prejudice to the generality of sub-paragraph (4) above:

(a)the procedures for the redemption of any Dollar Preference Stock may   involve or include the sending by the Bank or by any person on its behalf, of   an issuer-instruction to the operator of the relevant system concerned   requesting or requiring the deletion of any computer-based entries in the   relevant system concerned that relate to the holding of the Dollar Preference   Stock concerned; and/or

(b)the   Bank may, if the Directors so determine, (by notice in writing to the holder   concerned, which notice may be included in the notice of redemption   concerned) require the holder of the Dollar Preference Stock concerned to   change the form of the Dollar Preference Stock from uncertificated form to   certificated form prior to the date fixed for redemption (in which case the   provisions in this Bye-Law relating to the redemption of Dollar Preference   Stock held in certificated form shall apply).

Whether any Dollar Preference   Stock to be redeemed is in certificated form or uncertificated form on the   relevant date fixed for redemption shall be determined by reference to the   Register as at 12.00 noon on such date or such other time as the Directors,   may (subject to the facilities and requirements of the relevant system   concerned) in their absolute discretion determine.

(6)The receipt of the registered holder for the time being of any Dollar   Preference Stock 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 Bank in respect thereof.  19


(7)Upon the redemption of any Dollar Preference Stock the Directors may   (pursuant to the authority given by the passing of the resolution to adopt   this Bye-Law) consolidate and divide and/or sub-divide the authorised   preference stock existing as a consequence of such redemption into stock of   any other class of capital stock into which the authorised capital stock of   the Bank 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 Stock so   redeemed or into unclassified stock of the same nominal amount and in the same   currency as the Dollar Preference Stock so redeemed.

(E)Voting

(1)The Dollar Preference Stockholders shall be entitled to receive notice of   any General Court of the Bank and a copy of every circular or like document   sent out by the Bank to the holders of Ordinary Stock but shall not be   entitled to attend any General Court or to speak or vote thereat unless:

(a)a resolution is to be proposed at such meeting for the winding up of the   Bank; or

(b)a   resolution is to be proposed at such meeting varying, altering or abrogating   any of the rights, privileges, limitations or restrictions attached to the   Dollar Preference Stock;

and then to vote only on such   resolution or resolutions; or

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 Stockholders 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 Stock to participate in any return   of capital, the rights attached to any Dollar Preference Stock shall not be   deemed to be varied, altered or abrogated by a reduction in any capital stock   ranking as regards participation in the profits and assets of the Bank pari   passu with or after such Dollar Preference Stock or by any redemption of any   such capital stock, unless, in either of the foregoing cases, the then most   recent dividend due to be paid on each class of preference stock in the   capital of the Bank prior to such reduction or redemption shall not have been   paid in cash.

(2) (a)At a   separate Meeting of the Dollar Preference Stockholders referred to in   paragraph (F) of this Bye-Law on a show of hands each Dollar Preference   Stockholder present in person or every proxy for every such member shall have   one vote and on a poll each Dollar Preference Stockholder present in person   or by proxy shall have one vote in respect of each US$1 of Dollar Preference   Stock held by him; and

(b)Whenever   the Dollar Preference Stockholders are entitled to attend and vote at a   General Court of the Bank then, on a show of hands, each Dollar Preference   Stockholder, present in person or every proxy for every such member, shall   have one vote and on a poll each Dollar Preference Stockholder present in   person or by proxy shall have one vote for every 0.64 of the euro amount   decided by the Directors as being equivalent to the nominal amount of Dollar   Preference Stock held by him, such calculation to  20


be made by applying the rate   of exchange prevailing at the date or respective dates of allotment of such   stock as determined by the Directors. For the purpose of making the above   calculation the euro amount shall be adjusted downwards to the nearest   integral multiple of 0.64.

(3)On a relevant requisition given in accordance with the provisions of   sub-paragraph (4) below, the Directors shall procure that an   Extraordinary General Court of the Bank 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 Stock 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. The provisions of Bye-Law 46 (c), (d) and   (e) shall apply mutatis mutandis to an Extraordinary General Court   requisitioned in accordance with this Bye-Law.

(5)The right to requisition a General Court of the Bank 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 Court of   the Bank upon which the Dollar Preference Stockholders are entitled to vote   and on each resolution at a separate Meeting, referred to at paragraph (F) of   this Bye-Law, of the Dollar Preference Stockholders, a poll is demanded by   the Chairman of such meeting in accordance with these Bye-Laws.

(F)Restriction on Capitalisations and Issues of Securities

The following shall apply in relation to any   particular Dollar Preference Stock (the Relevant   Dollar Preference Stock) if so determined by the Directors prior   to allotment thereof. Save with the written consent of the holders of not   less than 662/3% in nominal value of the Relevant Dollar Preference Stock, or with the   sanction of a resolution passed at a separate meeting of the holders of the   Relevant Dollar Preference Stock where holders of not less than 662/3% in nominal value of the Relevant Dollar   Preference Stock in attendance and voting have voted in favour of such   resolution, the Directors shall not (i) pursuant to Bye-Law 131 to 133   capitalise any part of the amounts available for distribution and referred to   in such Bye-Law 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 Stock of the aggregate amount of the annual   dividends (exclusive of any associated tax credit) payable on the Dollar   Preference Stock then in issue and any other preference stock 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 Bank, pari passu with or in priority   to the Relevant Dollar Preference Stock, or (ii) authorise or create, or   increase the amount of any stock of any class or any security convertible   into the stock 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 Bank in   priority to the Relevant Dollar Preference Stock. A separate meeting shall be   deemed to be a class meeting and the provisions of Bye-Law 8 (a) shall  21


apply subject always to the over-riding   provision of sub-paragraph (6) of paragraph (E) of this Bye-Law.

(G)Further Preference Stock

The Bank may from time to time create and issue   further preference stock ranking as regards participation in the profits and   assets of the Bank pari passu with the Dollar Preference Stock and so that   any such further preference stock may be denominated in any currency and may   carry as regards participation in the profits and assets of the Bank rights   identical in all respects to those attaching to the Dollar Preference Stock   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 stock may be redeemable at the option of the Bank   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   Stock; and

(5)the further preference stock may be convertible into Ordinary Stock or   any other class of stock ranking as regards participation in the profits and   assets of the Bank pari passu with or after such Dollar Preference Stock, 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 stock of the Bank ranking after   the Dollar Preference Stock as regards participation in the profits and   assets of the Bank and the creation or issue of further preference stock   ranking pari passu with the Dollar Preference Stock as provided for above   shall be deemed not to be a variation, alteration or abrogation of the   rights, privileges, limitations or restrictions attaching to the Dollar   Preference Stock. Provided, however, as regards further preference stock   ranking pari passu with the Dollar Preference Stock 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 stock in the capital of the Bank prior to such   date shall have been paid in cash. If any further preference stock of the   Bank 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 stock shall be   deemed not to be a variation, alteration or abrogation of the rights,   privileges, limitations or restrictions attaching to the Dollar Preference   Stock provided that the rights attaching to such preference stock thereafter   shall be such that the creation and issue by the Bank of further preference   stock carrying those rights would have been permitted under this paragraph.

(H)Variation of Class Rights

Without prejudice to Bye-Law 8 (b) the   rights, privileges, limitations or restrictions attached to the Dollar   Preference Stock (or any class thereof) may be varied, altered or abrogated,   either whilst the Bank is a going concern or during or in contemplation of a   winding up, with the written consent of the holders of not  22


less than 662/3% in nominal value of such class of stock or   with the sanction of a resolution passed at a class meeting of holders of   such classes of stock provided that the holders of not less than 662/3% in nominal value of such class of stock in   attendance and voting vote in favour of such resolution.5.
The rights attaching to the Sterling Preference   Stock shall be as follows:

(A)General

The Sterling Preference Stock shall rank pari   passu inter se with the Dollar Preference Stock and with the euro Preference   Stock as regards the right to receive dividends and the rights on winding up   of, or other return of capital by, the Bank. Notwithstanding the provisions   of Bye-Law 8 and subject as provided in paragraphs (B) to (H) of   this Bye-Law, the Sterling Preference Stock 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 stock   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 Bye-Law), pursuant to the authority   given by the passing of the resolution to adopt this Bye-Law, consolidate and   divide and/or subdivide any Sterling Preference Stock into stock of a larger   or smaller amount. Whenever the Directors have power under this Bye-Law to   determine any of the rights, privileges, limitations or restrictions attached   to any of the Sterling Preference Stock, the rights, privileges, limitations   or restrictions so determined need not be the same as those attached to the   Sterling Preference Stock which has then been allotted or issued. Without   prejudice to Bye-Law 8 (c) each issue of Sterling Preference Stock   carrying rights, privileges, limitations or restrictions that are not the   same as those attached to the Sterling Preference Stock which has then been   allotted or issued shall constitute a separate class of stock.

(B)Income

(1)The Sterling Preference Stock shall (subject to the further provisions of   this paragraph) entitle the holders thereof (the Sterling Preference   Stockholders) 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 Stock (the Relevant Sterling Preference Stock) if so determined   by the Directors prior to the allotment thereof:

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

(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 Stock, the distributable profits and distributable reserves of the   Bank 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 stock ranking pari passu with the Relevant   Sterling Preference Stock as regards dividend, then none of the said  23


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 stockholder may suffer in consequence of   such payment having been made.

(c)Where any instalment of the Preference Dividend on any Relevant Sterling   Preference Stock 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 judgment   of the Directors, after consultation with the Irish Financial Services Regulatory   Authority or such other governmental authority in Ireland having primary bank   supervisory authority, the payment of such instalment in cash would breach or   cause a breach of the Irish Financial Services Regulatory Authoritys capital   adequacy requirements from time to time applicable to the Bank.

(d)Subject   to the right to be allotted additional Sterling Preference Stock in   accordance with sub-paragraph (e) below, the Relevant Sterling   Preference Stock shall carry no further right to participate in the profits   and reserves of the Bank 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 Stockholders 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 Stock 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 Bank together   with the amount of the reserves of the Bank available for the purpose are   sufficient to enable the allotments of additional Preference Stock referred   to in the further provisions of this sub-paragraph to be made in full;

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

Relevant Stock means relevant Sterling Preference Stock and   any preference stock of the Bank carrying similar rights to those set out in   this sub-paragraph (e) and ranking pari passu with the Relevant Sterling   Preference Stock 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 Stock 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 Stock on any occasion   for the reasons specified in sub-paragraph (b) or sub-paragraph (c) above;   and

where a member holds Relevant   Stock of more than one class, the provisions of this sub-clause shall be   interpreted and applied separately in respect of each class of Relevant Stock   held by him;  24


(iii)Each   holder of Relevant Stock 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 stock 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 Stock. The Bank shall not issue fractions of preference stock of   any class (Fractional Stock)   on any such allotment of additional preference stock. In lieu of any   Fractional Stock each holder of Relevant Stock otherwise entitled to receive   Fractional Stock 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 Bank, on behalf of all such holders, of the aggregate of the   preference stock of the relevant class equal in nominal amount to the   aggregate amount of all Fractional Stock of the relevant class otherwise   payable as a dividend rounded down to the nearest integral multiple of the   par value of such preference stock, provided that the Bank shall not be   obliged to make any such payment where the entitlement of the relevant holder   is less than Stg£5. 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 stock in   terms of this sub-paragraph shall not be entitled to receive any part of the   Relevant Instalment relating to Relevant Stock of that class in cash;

(iv)For   the purpose of paying up preference stock 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 Bank and/or   to the credit of the Banks reserve accounts available for the purpose, as   the Directors may determine a sum equal to the aggregate nominal amount of   the additional preference stock then to be allotted and shall apply the same   in paying up in full the appropriate amount of unissued preference stock of   the class or classes in question. Any such capitalisation shall be deemed to   be authorised by the resolution adopting this Bye-Law and the provisions of   Bye-Law 132 shall apply mutatis mutandis to any such capitalisation;

(v)The additional preference stock so allotted shall rank pari passu in all   respects with the fully paid Relevant Stock 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). If any additional preference stock falling   to be allotted pursuant to such sub-paragraph cannot be allotted by reason of   any insufficiency in the Banks authorised capital stock the Directors shall   convene a General Court to be held as soon as practicable, for the purpose of   considering a resolution or resolutions effecting an appropriate increase in   the authorised capital stock. The Sterling Preference Stock shall not confer   the right to participate in any issue of stock on capitalisation of reserves   except as provided in sub-paragraph (e) above.  25


(C)


Capital

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

(2)In addition to the amount repayable on the Sterling Preference Stock   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 Bank in accordance with paragraph (B) of this Bye-Law 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 Bank 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).

(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 stock of any class in the capital of   the Bank) by the Bank, shall be so paid pari passu with any amounts payable   or repayable in that event upon or in respect of any further preference stock   of the Bank ranking pari passu with the Sterling Preference Stock as regards   repayment of capital and shall be so paid in priority to any repayment of   capital on any other class of stock of the Bank. The Sterling Preference   Stockholders shall not be entitled in respect of the Sterling Preference   Stock held by them to any further or other right of participation in the   assets of the Bank.(D)


Redemption(1)
Unless otherwise determined   by the Directors in relation to any particular Sterling Preference Stock   prior to allotment thereof, the Sterling Preference Stock shall be redeemable   at the option of the Bank. In the case of any particular Sterling Preference   Stock which is to be so redeemable:

(a)such stock shall be redeemable at par together with the sum which would   have been payable pursuant to paragraph (C) of this Bye-Law (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 Bank;

(b)such   stock shall be redeemable during such period as the Directors shall prior to   the allotment thereof determine, commencing with the first date on which  26


a dividend is payable on such   stock or with such later date as the Directors shall prior to allotment   thereof determine; and

(c)prior to allotment of such stock, the Directors shall determine whether   the Bank may redeem (i) all (but not merely some) of such stock or (ii) all   or any of such stock and the basis on which any necessary selection of such   stock for redemption is to be made from time to time.(2)
The provisions of this   sub-paragraph (2) shall apply in relation to any Sterling Preference   Stock that is to be redeemed and that on the date fixed for redemption is in   certificated form. The Bank shall give to the holders of the Sterling   Preference Stock 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 Stock are to be presented   for redemption and upon such date each of such holders shall be bound to   deliver to the Bank at such place the certificates for such Sterling   Preference Stock as are held by him. Upon such delivery, the Bank 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 Stock not redeemable on that occasion, a fresh   certificate for such stock 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 Stock to be redeemed except on any such stock in respect of which,   upon either due presentation of the certificate relating thereto, or, if the   Sterling Preference Stock was in uncertificated form on the date fixed for   redemption the procedures for redemption as referred to in sub-paragraph (4) below,   having been effected, 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 provisions of this   sub-paragraph (4) shall apply in relation to any Sterling Preference   Stock that is to be redeemed and that, on the date fixed for redemption, is   in uncertificated form. The Bank shall give to the holders of such Sterling   Preference Stock 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 Directors shall be entitled, in   their absolute discretion, to determine the procedures for the redemption of   such Sterling Preference Stock held in uncertificated form on the relevant   redemption date (subject always to the facilities and requirements of the   relevant system concerned). Upon being satisfied that such procedures have   been effected, the Bank shall pay to the holders of the Sterling Preference   Stock concerned the amount due in respect of such redemption of such Sterling   Preference Stock.(5)
Without prejudice to the   generality of sub-paragraph (4) above:

(a)the procedures for the redemption of any Sterling Preference Stock may   involve or include the sending by the Bank or by any person on its behalf, of   an issuer-instruction to the operator of the relevant system concerned   requesting or requiring the deletion of any computer-based entries in the   relevant system concerned that relate to the holding of the Sterling   Preference Stock concerned; and/or  27


(b)the   Bank may, if the Directors so determine, (by notice in writing to the holder   concerned, which notice may be included in the notice of redemption   concerned) require the holder of the Sterling Preference Stock concerned to   change the form of the Sterling Preference Stock from uncertificated form to   certificated form prior to the date fixed for redemption (in which case the   provisions in this Bye-Law relating to the redemption of Sterling Preference   Stock held in certificated form shall apply).

Whether any Sterling   Preference Stock to be redeemed is in certificated form or uncertificated   form on the relevant date fixed for redemption shall be determined by   reference to the Register as at 12.00 noon on such date or such other time as   the Directors, may (subject to the facilities and requirements of the   relevant system concerned) in their absolute discretion determine.

(6)The receipt of the registered holder for the time being of any Sterling   Preference Stock 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 Bank in respect thereof.

(7)Upon the redemption of any Sterling Preference Stock the Directors may   (pursuant to the authority given by the passing of the resolution to adopt   this Bye-Law) consolidate and divide and/or sub-divide the authorised   preference stock existing as a consequence of such redemption into stock of   any other class of capital stock into which the authorised capital stock of   the Bank 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 Stock   so redeemed or into unclassified stock of the same nominal amount and in the   same currency as the Sterling Preference Stock so redeemed.

(E)Voting

(1)The Sterling Preference Stockholders shall be entitled to receive notice   of any General Court of the Bank and a copy of every circular or like   document sent out by the Bank to the holders of Ordinary Stock but shall not   be entitled to attend any General Court or to speak or vote thereat unless:

(a)a resolution is to be proposed at such meeting for the winding up of the   Bank; or

(b)a   resolution is to be proposed at such meeting varying, altering or abrogating   any of the rights, privileges, limitations or restrictions attached to the   Sterling Preference Stock;

and then to vote only on such   resolution or resolutions; or

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 Stockholders 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 Stock to participate in any return   of capital, the rights attached to any Sterling Preference Stock shall not be   deemed to be varied, altered or abrogated by a reduction in any capital stock   ranking as regards participation in the profits and assets of the Bank pari   passu with or after such Sterling Preference Stock or by any redemption of   any such capital stock, unless, in either of the foregoing cases,  28


the then most recent dividend   due to be paid on each class of preference stock in the capital of the Bank   prior to such reduction or redemption shall not have been paid in cash.

(2) (a) At   a separate Meeting of the Sterling Preference Stockholders referred to in   paragraph (F) of this Bye-Law on a show of hands each Sterling   Preference Stockholder present in person or every proxy for every such member   shall have one vote and on a poll each Sterling Preference Stockholder   present in person or by proxy shall have one vote in respect of each unit of   Sterling Preference Stock held by him; and

(b) Whenever the   Sterling Preference Stockholders are entitled to attend and vote at a General   Court of the Bank then, on a show of hands, each Sterling Preference   Stockholder, present in person or every proxy for every such member, shall   have one vote and on a poll each Sterling Preference Stockholder present in   person or by proxy shall have one vote for every 0.64 of the euro amount   decided by the Directors as being equivalent to the nominal amount of   Sterling Preference Stock held by him, such calculation to be made by   applying the rate of exchange prevailing at the date or respective dates of   allotment of such stock as determined by the Directors. For the purpose of   making the above calculation the euro amount shall be adjusted downwards to   the nearest integral multiple of 0.64.

(3) On a relevant requisition given in   accordance with the provisions of sub-paragraph (4) below, the Directors   shall procure that an Extraordinary General Court of the Bank shall be   convened forthwith.  29


(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 Stock 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. The provisions of Bye-Law 46 (c), (d) and   (e) shall apply mutatis mutandis to an Extraordinary General Court   requisitioned in accordance with this Bye-Law.

(5)The right to requisition a General Court of the Bank 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 Court of   the Bank upon which the Sterling Preference Stockholders are entitled to vote   and on each resolution at a separate Meeting, referred to at paragraph (F) of   this Bye-Law, of the Sterling Preference Stockholders, a poll is demanded by   the Chairman of such meeting in accordance with these Bye-Laws.

(F)Restriction   on Capitalisations and Issues of Securities

The   following shall apply in relation to any particular Sterling Preference Stock   (the Relevant Sterling Preference Stock)   if so determined by the Directors prior to allotment thereof. Save with the   written consent of the holders of not less than 75% in nominal value of the   Relevant Sterling Preference Stock, or with the sanction of a resolution   passed at a separate meeting of the holders of the Relevant Sterling   Preference Stock where holders of not less than 75% in nominal value of the   Relevant Sterling Preference Stock in attendance and voting have voted in   favour of such resolution, the Directors shall not (i) pursuant to   Bye-Law 131 to 133 capitalise any part of the amounts available for   distribution and referred to in such Bye-Law 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 Stock of   the aggregate amount of the annual dividends (exclusive of any associated tax   credit) payable on the Sterling Preference Stock then in issue and any other   preference stock 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   Bank, pari passu with or in priority to the Relevant Sterling Preference   Stock, or (ii) authorise or create, or increase the amount of any stock of   any class or any security convertible into the stock 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 Bank in priority to the Relevant Sterling   Preference Stock. A separate Meeting shall be deemed to be a class meeting   and the provisions of Bye-Law 8 (a) shall apply subject always to the   over-riding provision of sub-paragraph (6) of paragraph (E) of this   Bye-Law.

(G)Further   Preference Stock

The   Bank may from time to time create and issue further preference stock ranking   as regards participation in the profits and assets of the Bank pari passu   with the Sterling Preference Stock and so that any such further preference   stock may be denominated in any currency and may carry as regards   participation in the profits and assets of the Bank rights identical in all   respects to those attaching to the  30


Sterling   Preference Stock 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 stock may be redeemable at the option of the Bank   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   Stock; and

(5)the further preference stock may be convertible into Ordinary Stock or   any other class of stock ranking as regards participation in the profits and   assets of the Bank pari passu with or after such Sterling Preference Stock,   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 stock of the Bank ranking after the Sterling Preference Stock as regards   participation in the profits and assets of the Bank and the creation or issue   of further preference stock ranking pari passu with the Sterling Preference   Stock as provided for above shall be deemed not to be a variation, alteration   or abrogation of the rights, privileges, limitations or restrictions   attaching to the Sterling Preference Stock. Provided, however, as regards   further preference stock ranking pari passu with the Sterling Preference   Stock 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 stock in the   capital of the Bank prior to such date shall have been paid in cash. If any   further preference stock of the Bank 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 stock shall be deemed not to be a variation, alteration or   abrogation of the rights, privileges, limitations or restrictions attaching   to the Sterling Preference Stock provided that the rights attaching to such   preference stock thereafter shall be such that the creation and issue by the   Bank of further preference stock carrying those rights would have been   permitted under this paragraph.

(H)Variation   of Class Rights

Without   prejudice to Bye-Law 8 (c) the rights, privileges, limitations or   restrictions attached to the Sterling Preference Stock (or any class thereof)   may be varied, altered or abrogated, either whilst the Bank is a going   concern or during or in contemplation of a winding up, with the written   consent of the holders of not less than 75% in nominal value of such class of   stock or with the sanction of a resolution passed at a class meeting of   holders of such classes of stock provided that the holders of not less than   75% in nominal value of such class of stock in attendance and voting vote in   favour of such resolution.  31


euro Preference Stock

6.
The rights attaching to the euro Preference   Stock shall be as follows:

(A)General

The euro Preference Stock shall rank pari passu   inter se with the Dollar Preference Stock and with the Sterling Preference   Stock as regards the right to receive dividends and the rights on winding up   of, or other return of capital by, the Bank. Notwithstanding the provisions   of Bye-Law 8 and subject as provided in paragraphs (B) to (H) of   this Bye-Law, the euro Preference Stock 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 stock   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 Bye-Law), pursuant to the authority   given by the passing of the resolution to adopt this Bye-Law, consolidate and   divide and/or subdivide any euro Preference Stock into stock of a larger or   smaller amount. Whenever the Directors have power under this Bye-Law to   determine any of the rights, privileges, limitations or restrictions attached   to any of the euro Preference Stock, the rights, privileges, limitations or   restrictions so determined need not be the same as those attached to the euro   Preference Stock which has then been allotted or issued. Without prejudice to   Bye-Law 8 (d) each issue of euro Preference Stock carrying rights,   privileges, limitations or restrictions that are not the same as those   attached to the euro Preference Stock which has then been allotted or issued   shall constitute a separate class of stock.

(B)Income

(1)The euro Preference Stock shall (subject to the further provisions of   this paragraph) entitle the holders thereof (the euro Preference Stockholders) 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 euro Preference   Stock (the Relevant euro Preference Stock)   if so determined by the Directors prior to the allotment thereof:

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

(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 Stock, the distributable profits and distributable reserves of the   Bank 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 stock ranking pari passu with the Relevant euro   Preference Stock 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  32


in good faith, they shall not   incur any liability for any loss which any stockholder may suffer in   consequence of such payment having been made.

(c)Where any instalment of the Preference Dividend on any Relevant euro   Preference Stock 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 Irish Financial   Services Regulatory Authority or such other governmental authority in Ireland   having primary bank supervisory authority, the payment of such instalment in   cash would breach or cause a breach of the Irish Financial Services   Regulatory Authoritys capital adequacy requirements from time to time   applicable to the Bank.

(d)Subject   to the right to be allotted additional euro Preference Stock in accordance   with sub-paragraph (e) below, the Relevant euro Preference Stock shall   carry no further right to participate in the profits and reserves of the Bank   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 Pound   Preference Stockholders 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 Stock 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 Bank together   with the amount of the reserves of the Bank available for the purpose are   sufficient to enable the allotments of additional preference stock referred   to in the further provisions of this sub-paragraph to be made in full;

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

Relevant Stock means Relevant euro Preference Stock and any   preference stock of the Bank carrying similar rights to those set out in this   subparagraph (e) and ranking pari passu with the Relevant euro   Preference Stock 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 Stock 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 Stock on any occasion   for the reasons specified in sub-paragraph (b) or sub-paragraph (c) above;   and

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

(iii)Each   holder of Relevant Stock 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 stock 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  33


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 Stock. The Bank shall not issue fractions of preference stock   of any class (Fractional Stock)   on any such allotment of additional preference stock. In lieu of any   Fractional Stock each holder of Relevant Stock otherwise entitled to receive   Fractional Stock shall receive a payment in cash equal to such holders   proportional interest in the net proceeds from the sale or sales in the open   market by the Bank, on behalf of all such holders, of the aggregate of the   preference stock of the relevant class equal in nominal amount to the   aggregate amount of all Fractional Stock of the relevant class otherwise   payable as a dividend rounded down to the nearest integral multiple of the   par value of such preference stock, provided that the Bank shall not be   obliged to make any such payment where the entitlement of the relevant holder   is less than 6.35. 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 stock in   terms of this sub-paragraph shall not be entitled to receive any part of the   Relevant Instalment relating to Relevant Stock of that class in cash;

(iv)For the purpose of paying up preference stock 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 Bank   and/or to the credit of the Banks reserve accounts available for the   purpose, as the Directors may determine a sum equal to the aggregate nominal   amount of the additional preference stock then to be allotted and shall apply   the same in paying up in full the appropriate amount of unissued preference   stock of the class or classes in question. Any such capitalisation shall be   deemed to be authorised by the resolution adopting this Bye-Law and the   provisions of Bye-Law 132 shall apply mutatis mutandis to any such   capitalisation;

(v)The additional preference stock so allotted shall rank pari passu in all   respects with the fully paid Relevant Stock 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   subparagraph (e). If any additional preference stock falling to be allotted   pursuant to such sub-paragraph cannot be allotted by reason of any   insufficiency in the Banks authorised capital stock the Directors shall   convene a General Court to be held as soon as practicable, for the purpose of   considering a resolution or resolutions effecting an appropriate increase in   the authorised capital stock. The euro Preference Stock shall not confer the   right to participate in any issue of stock 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 stock of any class in the capital of the Bank) by the Bank, the   euro Preference Stockholders shall in respect of the euro Preference Stock   held by them be entitled to receive in euro out of the surplus assets   available for distribution to  34


the Banks members, an amount   equal to the amount paid up or credited as paid up on the euro Preference   Stock (including any premium paid to the Bank in respect thereof).

(2)In addition to the amount repayable on the euro Preference Stock 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 Bank in accordance with paragraph (B) of this Bye-Law 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 Bank 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).

(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 stock of any class in the capital of   the Bank) by the Bank, shall be so paid pari passu with any amounts payable   or repayable in that event upon or in respect of any further preference stock   of the Bank ranking pari passu with the euro Preference Stock as regards   repayment of capital and shall be so paid in priority to any repayment of   capital on any other class of stock of the Bank. The euro Preference   Stockholders shall not be entitled in respect of the euro Preference Stock   held by them to any further or other right of participation in the assets of   the Bank.

(D)Redemption

(1)Unless otherwise determined by the Directors in relation to any particular   euro Preference Stock prior to allotment thereof, the euro Preference Stock   shall be redeemable at the option of the Bank. In the case of any particular   euro Preference Stock which is to be so redeemable:

(a)such stock shall be redeemable at par together with the sum which would   have been payable pursuant to paragraph (C) of this Bye-Law (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 Bank;

(b)such   stock shall be redeemable during such period as the Directors shall prior to   the allotment thereof determine, commencing with the first date on which a   dividend is payable on such stock or with such later date as the Directors   shall prior to allotment thereof determine; and  35


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

(2)The provisions of this sub-paragraph (2) shall apply in relation to   any euro Preference Stock that is to be redeemed and that on the date fixed   for redemption is in certificated form. The Bank shall give to the holders of   the euro Preference Stock 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 Stock are to be presented for   redemption and upon such date each of such holders shall be bound to deliver   to the Bank at such place the certificates for such euro Preference Stock as   are held by him. Upon such delivery, the Bank 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 Stock not redeemable on that occasion, a fresh certificate for   such stock 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 Stock to be redeemed except on any such stock   in respect of which, upon either due presentation of the certificate relating   thereto, or, if the euro Preference Stock was in uncertificated form on the   date fixed for redemption the procedures for redemption as referred to in   sub-paragraph (4) below, having been effected, 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 provisions of this sub-paragraph (4) shall apply in relation to   any euro Preference Stock that is to be redeemed and that, on the date fixed   for redemption, is in uncertificated form. The Bank shall give to the holders   of such euro Preference Stock 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 Directors   shall be entitled, in their absolute discretion, to determine the procedures   for the redemption of such euro Preference Stock held in uncertificated form   on the relevant redemption date (subject always to the facilities and   requirements of the relevant system concerned). Upon being satisfied that   such procedures have been effected, the Bank shall pay to the holders of the   euro Preference Stock concerned the amount due in respect of such redemption   of such euro Preference Stock.

(5)Without prejudice to the generality of sub-paragraph (4) above:

(a)the procedures for the redemption of any euro Preference Stock may   involve or include the sending by the Bank or by any person on its behalf, of   an issuer-instruction to the operator of the relevant system concerned requesting   or requiring the deletion of any computer-based entries in the relevant   system concerned that relate to the holding of the euro Preference Stock   concerned; and/or

(b)the   Bank may, if the Directors so determine, (by notice in writing to the holder   concerned, which notice may be included in the notice of redemption   concerned) require the holder of the euro Preference Stock concerned to   change the form of the euro Preference Stock from uncertificated form to  36


certificated form prior to   the date fixed for redemption (in which case the provisions in this Bye-Law   relating to the redemption of euro Preference Stock held in certificated form   shall apply).

Whether any euro Preference   Stock to be redeemed is in certificated form or uncertificated form on the   relevant date fixed for redemption shall be determined by reference to the   Register as at 12.00 noon on such date or such other time as the Directors,   may (subject to the facilities and requirements of the relevant system   concerned) in their absolute discretion determine.

(6)The receipt of the registered holder for the time being of any euro   Preference Stock 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 Bank in respect thereof.

(7)Upon the redemption of any euro Preference Stock the Directors may   (pursuant to the authority given by the passing of the resolution to adopt   this Bye-Law) consolidate and divide and/or sub-divide the authorised   preference stock existing as a consequence of such redemption into stock of   any other class of capital stock into which the authorised capital stock of   the Bank 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 Stock so   redeemed or into unclassified stock of the same nominal amount and in the   same currency as the euro Preference Stock so redeemed.

(E)Voting

(1)The euro Preference Stockholders shall be entitled to receive notice of   any General Court of the Bank and a copy of every circular or like document   sent out by the Bank to the holders of Ordinary Stock but shall not be   entitled to attend any General Court or to speak or vote thereat unless:

(a)a resolution is to be proposed at such meeting for the winding up of the   Bank; or

(b)a   resolution is to be proposed at such meeting varying, altering or abrogating   any of the rights, privileges, limitations or restrictions attached to the   euro Preference Stock;

and then to vote only on such   resolution or resolutions; or

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 Stockholders 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 Stock to participate in any return of   capital, the rights attached to any euro Preference Stock shall not be deemed   to be varied, altered or abrogated by a reduction in any capital stock   ranking as regards participation in the profits and assets of the Bank pari   passu with or after such euro Preference Stock or by any redemption of any   such capital stock, unless, in either of the foregoing cases, the then most   recent dividend due to be paid on each class of preference stock in the   capital of the Bank prior to such reduction or redemption shall not have been   paid in cash.  37


(2) (a)At a separate   Meeting of the euro Preference Stockholders referred to in paragraph (F) of   this Bye-Law on a show of hands each euro Preference Stockholder present in   person or every proxy for every such member shall have one vote and on a poll   each euro Preference Stockholder present in person or by proxy shall have one   vote in respect of each unit of euro Preference Stock held by him; and

(b)Whenever the   euro Preference Stockholders are entitled to attend and vote at a General   Court of the Bank then, on a show of hands, each euro Preference Stockholder,   present in person or every proxy for every such member, shall have one vote   and on a poll each euro Preference Stockholder present in person or by proxy   shall have two votes for each unit of euro Preference Stock held by him.

(3)On a relevant   requisition given in accordance with the provisions of sub-paragraph (4) below,   the Directors shall procure that an Extraordinary General Court of the Bank   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 Stock 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. The provisions of Bye-Law 46 (c), (d) and   (e) shall apply mutatis mutandis to an Extraordinary General Court   requisitioned in accordance with this Bye-Law.

(5)The right to requisition a   General Court of the Bank 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 Court of the Bank upon which the   euro Preference Stockholders are entitled to vote and on each resolution at a   separate Meeting, referred to at paragraph (F) of this Bye-Law, of the   euro Preference Stockholders, a poll is demanded by the Chairman of such   meeting in accordance with these Bye-Laws.

(F)Restriction on   Capitalisations and Issues of Securities

The following shall apply   in relation to any particular euro Preference Stock (the Relevant euro Preference Stock) if so   determined by the Directors prior to allotment thereof. Save with the written   consent of the holders of not less than 75% in nominal value of the Relevant   euro Preference Stock, or with the sanction of a resolution passed at a   separate Meeting of the holders of the Relevant euro Preference Stock where   holders of not less than 75% in nominal value of the Relevant euro Preference   Stock in attendance and voting have voted in favour of such resolution, the   Directors shall not (i) pursuant to Bye-Laws 131 to 133 capitalise any   part of the amounts available for distribution and referred to in such   Bye-Law 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 Stock of the aggregate amount of the annual   dividends (exclusive of any associated tax credit) payable on the euro   Preference Stock then in issue and  38


any other Preference Stock 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 Bank, pari passu with or in priority to the   Relevant euro Preference Stock, or (ii) authorise or create, or increase   the amount of any stock of any class or any security convertible into the   stock 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 Bank in priority   to the Relevant euro Preference Stock. A separate Meeting shall be deemed to   be a class meeting and the provisions of Bye-Law 8 (a) shall apply   subject always to the over-riding provision of sub-paragraph (6) of   paragraph (E) of this Bye-Law.

(G)Further Preference Stock

The Bank may from time to   time create and issue further preference stock ranking as regards   participation in the profits and assets of the Bank pari passu with the euro   Preference Stock and so that any such further preference stock may be   denominated in any currency and may carry as regards participation in the   profits and assets of the Bank rights identical in all respects to those   attaching to the euro Preference Stock 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   stock may be redeemable at the option of the Bank 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 Stock; and

(5)the further preference   stock may be convertible into Ordinary Stock or any other class of stock   ranking as regards participation in the profits and assets of the Bank pari   passu with or after such euro Preference Stock, 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 stock of the Bank   ranking after the euro Preference Stock as regards participation in the   profits and assets of the Bank and the creation or issue of further   preference stock ranking pari passu with the euro Preference Stock as   provided for above shall be deemed not to be a variation, alteration or   abrogation of the rights, privileges, limitations or restrictions attaching   to the euro Preference Stock. Provided, however, as regards further   preference stock ranking pari passu with the euro Preference Stock 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 stock in the capital of   the Bank prior to such date shall have been paid in cash. If any further   preference stock of the Bank 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 stock   shall be deemed not to be a variation, alteration or abrogation of the   rights, privileges, limitations or restrictions attaching to the euro   Preference Stock provided that the rights attaching to such preference stock   thereafter shall be such that the creation and issue by the Bank of further  39


preference stock carrying those rights would have   been permitted under this paragraph.

(H)Variation of   Class Rights

Without prejudice to Bye-Law 8 (d) the   rights, privileges, limitations or restrictions attached to the euro   Preference Stock (or any class thereof) may be varied, altered or abrogated,   either whilst the Bank is a going concern or during or in contemplation of a   winding up, with the written consent of the holders of not less than 75% in   nominal value of such class of stock or with the sanction of a resolution   passed at a class meeting of holders of such classes of stock provided that   the holders of not less than 75% in nominal value of such class of stock in   attendance and voting vote in favour of such resolution.

(I)2009   Preference Stock

(1) General

The Directors may issue   and allot euro Preference Stock divided into units of EUR0.01 each subject to   the rights, privileges, limitations and restrictions set out in this Bye-Law   6(I) (the 2009 Preference Stock).

(2) Income

(a)The 2009   Preference Stock shall rank pari passu with the Parity Core Tier 1 Securities   as regards the right to receive dividends and shall rank in priority to the   Ordinary Stock as regards the right to receive dividends.

(b)Subject to   the further provisions of this paragraph, the Preference Dividend for the   2009 Preference Stock shall be a fixed non-cumulative cash dividend at the   rate of:

(i)for the year   ended 20 February 2011, 8 per cent. per annum on the amount paid up on   the 2009 Preference Stock (including premium) up to the First Conversion Date   (as defined in Bye-Law 6(I)(8) below) and 10.25 per cent on the amount   paid up on the 2009 Preference Stock (including premium) per annum   thereafter; and

(ii)for the year   ended 20 February 2012 and each year thereafter, 10.25 per cent. per   annum on the amount paid up on the 2009 Preference Stock (including premium);

(the 2009   Preference Dividend) which shall be payable, subject to Bye-Law   6(I)(2)(c), annually in arrears on 20 February (or on the next business   day where such date falls on a Saturday, Sunday or public holiday in Ireland)   in each year commencing in 2010 (the Dividend   Payment Date).

(c)An instalment   of the 2009 Preference Dividend shall become payable subject to and following   a resolution of the Directors to pay such dividend, provided that the   Directors in their sole and absolute discretion may:

(i)decline to   pass such a resolution; or  40


(ii)resolve that   the instalment of the 2009 Preference Dividend shall not be payable,

in which case the relevant   instalment of the 2009 Preference Dividend shall not be payable on the   relevant Dividend Payment Date and the holders of the 2009 Preference Stock   (the 2009 Preference Stockholders)   shall have no further right or claim in respect of that instalment of the   2009 Preference Dividend, whether on a subsequent Dividend Payment Date or   otherwise subject to Bye-Law 6(I)(2)(e).

(d)For the   avoidance of doubt and without limitation to the generality of the discretion   of the Directors referred to in Bye-Law 6(I)(2)(c), no instalment of the 2009   Preference Dividend shall be paid or be payable:

(i)if, in the   judgement of the Directors, after consultation with the Financial Regulator   the payment of such instalment would breach or cause a breach of Irish   banking capital adequacy requirements from time to time applicable to the   Bank; and/or

(ii)if, in the   judgement of the Directors, there are insufficient distributable reserves of   the Bank to pay the relevant instalment.

(e)In addition   to the amount repayable on the 2009 Preference Stock pursuant to Bye-Law   6(I)(3) there shall be payable on a winding up or dissolution of the   Bank or the passing of a resolution at a General Court of the Bank for the   appointment of a liquidator or examiner to the Bank a sum equal to:

(i)the amount of   any 2009 Preference Dividend which is due for payment after the date of   commencement of the winding-up or dissolution or relevant resolution but   which is payable in respect of the period ending on or before the date of   such commencement of winding-up or dissolution or relevant resolution; and

(ii)the amount of   any 2009 Preference Dividend which would have been payable by the Bank in accordance   with Bye-Law 6(I)(2)(b) in respect of the period commencing with the   Dividend Payment Date which shall have most recently occurred prior to the   commencement of the winding-up or dissolution or relevant resolution and   ending with the date of such commencement of winding-up or dissolution or   resolution, unless that period had been one in relation to which an   instalment of the 2009 Preference Dividend would not have been payable   pursuant to Bye-Law 6(I)(2)(d),

but subject always to the   payment of any dividend rights accrued on any stock ranking in priority as to   dividends to the 2009 Preference Stock.

(f)The amounts   payable under Bye-Law 6(I)(2)(e) shall be so paid pari passu with any   amounts payable or repayable on the Parity Core Tier 1 Securities on a   winding-up or dissolution of the Bank, but shall be paid in priority to any   amounts payable or repayable on the Ordinary Stock.

(g)For the   purposes of determining the 2009 Preference Dividend payable for any period   of less than one year, the amount will be calculated on the  41


basis of the number of   days in such period based on a 360-day year comprised of twelve 30-day   months.

(h)The record   date for:-

(i)the payment   of 2009 Preference Dividends; and

(ii)the purposes   of determining any right to be issued 2009 Bonus Stock pursuant to Bye-Law   6(I)(3),

shall be 6.00 pm on 1 February immediately   preceding the relevant Dividend Payment Date.

(i)The units of   the 2009 Preference Stock are perpetual securities, subject to the rights of   redemption set out in these Bye-Laws.

(3) Capital

(a)On a winding   up of the Bank or other return of capital (other than a redemption of stock   of any class in the capital of the Bank) by the Bank, the repayment of the   capital paid up (including premium) on the 2009 Preference Stock to the 2009   Preference Stockholders:

(i)shall rank   pari passu with the repayment of the capital paid up (excluding premium) on   the Ordinary Stock to the holders of Ordinary Stock;

(ii)shall rank   ahead of the Deferred Stock and ahead of the repayment of the premium (if   any) paid up on the Ordinary Stock to the holders of the Ordinary Stock;

(iii)but shall   rank behind the repayment of capital on all other classes of stock, including   other classes of the euro Preference Stock, the Sterling Preference Stock,   the Dollar Preference Stock and the 2005 Preference Stock,

and the 2009 Preference   Stockholders shall be entitled to receive in euro out of the surplus assets   available for distribution to the Banks members the repayment of the capital   paid up on the 2009 Preference Stock (including premium), but shall not be   entitled to any further or other participation in the profits or assets of   the Bank without prejudice to Bye-Law 6(I)(2)(e).

(b)Bye-Law 6(C) shall   not apply to the 2009 Preference Stock.

(c)The   provisions in the first sentence of Bye-Law 6(A) relating to the rights   of the euro Preference Stock on the winding up of or other return of capital   by the Bank shall not apply to the 2009 Preference Stock.

(4) Bonus issue of Ordinary Stock

(a)If an   instalment of the 2009 Preference Dividend is not paid on the relevant   Dividend Payment Date pursuant to Bye-Law 6(I)(2) (a Relevant Instalment), each 2009   Preference Stockholder shall be issued and allotted on the Bonus Stock   Settlement Date (as defined in Bye-Law 6(I)(4)(f)) the number of units of   Ordinary Stock as is equal to: (i) the aggregate cash amount of the   Relevant Instalment in euro which  42


would have been payable to   the 2009 Stockholder or would have been received had it been paid; and (ii) any   dividend withholding tax deducted or which would have been deducted, divided   by the Stock Value (the 2009 Bonus Stock)   subject to the Bank not being prohibited by law from doing so. Such 2009   Bonus Stock shall be issued fully paid at an issue price equal to the nominal   value of such stock by a capitalisation of reserves as provided in paragraph   (h) of this Bye-Law; provided however that where the Bank has   insufficient reserves to pay up the 2009 Bonus Stock in full it may be   required by a 2009 Preference Stockholder to issue its pro rata share of such   2009 Bonus Stock on the basis that the Bank shall pay up the issue price of   such 2009 Bonus Stock in accordance with Bye-Law 6(I)(4)(h) out of a pro   rata amount of the available reserves of the Bank, with the balance to be   paid up by such 2009 Preference Stockholder, provided however that the Bank   shall not be required to pay up any part of the 2009 Bonus Shares out of the   distributable reserves of the Bank in contravention of Bye-Law 4(F), 5(F) or   6(F).

(b)Where the   issue of such 2009 Bonus Stock is to be on a date later than the Dividend   Payment Date, the fact that the issue of such stock shall be so deferred   shall be notified to each holder of 2009 Preference Stock in writing within a   reasonable period following the Relevant Instalment Date.

(c)Stock Value in this Bye-Law means:

(i)where the   Bonus Stock Settlement Date is the Dividend Payment Date when the Relevant   Instalment would have been paid had the directors so resolved (the Relevant Instalment Date), 100 per cent.   of the Average Stock Price;

(ii)where the   Bonus Stock Settlement Date is after the Relevant Instalment Date, 95 per   cent. of the Average Stock Price.

(d)Average Stock Price in this Bye-Law   means the average price per unit of Ordinary Stocks in the 30 Trading Days   prior to the Relevant Instalment Date, with the price for each such Trading   Day from which the average is to be derived being determined as follows:

(i)in respect of   a Trading Day on which there is dealing on The Irish Stock Exchange in   respect of the Ordinary Stock, the closing quotation price on that date per   unit of the Ordinary Stock as published in The Irish Stock Exchange Daily   Official List (or any successor publication);

(ii)in respect of   any Trading Day on which there is no dealing on The Irish Stock Exchange in   respect of the Ordinary Stock, the mid-price on that day between the low and   high market guide prices per unit of the Ordinary Stock as published in The   Irish Stock Exchange Daily Official List (or any successor publication);

(iii)in respect of   any Trading Day on which there is no dealing on The Irish Stock Exchange in   respect of the Ordinary Stock where only one market guide price has been   published, the market guide price on that day per unit of the Ordinary Stock   as  43


published in The Irish   Stock Exchange Daily Official List (or any successor publication),

provided that if the means of providing the above   information as to dealings and prices is altered or is replaced by some other   means, then the appropriate price shall be determined on the basis of the   equivalent information published by the relevant authority in relation to   dealings on The Irish Stock Exchange or its equivalent.

(e)The 2009   Bonus Stock allotted pursuant to this Bye-Law 6(I)(4) shall rank pari   passu in all respects with the fully paid Ordinary Stock.

(f)The 2009   Bonus Stock shall be allotted on a date determined by the Directors in their   sole and absolute discretion provided such date shall be no later than the   first in time to occur of the following:

(i)the date   after the Dividend Payment Date on which the Relevant Instalment was not paid   on which a cash dividend is paid on the 2009 Preference Stock or any other   capital stock in the Bank;

(ii)the date   after the Dividend Payment Date on which the Relevant Instalment was not paid   on which any of the 2009 Preference Stock or any other capital stock in the   Bank is redeemed or purchased for cash by the Bank,

(the Bonus Stock Settlement Date).

(g)The Bank   shall not issue fractions of Ordinary Stock on any allotment of 2009 Bonus   Stock and the number of units of 2009 Bonus Stock to be issued to any 2009   Preference Stockholder shall be rounded down to the nearest integer and the   2009 Preference Stockholders shall have no further right or claim in respect   of such fractions of Ordinary Stock.

(h)For the   purpose of paying up 2009 Bonus Stock, the Directors shall:

(i)first   capitalise out of the sums standing to the credit of the Banks   undistributable reserve accounts, including any premia received on the issue   of stock; and

(ii)thereafter,   subject to the provisions of Bye-Laws 4(F), 5(F) and 6(F), capitalise   any amount remaining unpaid out of the distributable reserves of the Bank,

in   either case, available for that purpose as the Directors may determine, the   aggregate nominal amount of the 2009 Bonus Stock to be allotted and issued   and shall apply such sum in paying up in full the appropriate amount of   unissued Ordinary Stock and any such capitalisation shall be deemed to be   authorised by the resolution adopting this Bye-Law and the provisions of Bye-Law   133 shall apply to any such capitalisation.

(i)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 this Bye-Law   6(I)(4). If any 2009 Bonus Stock falling to be allotted pursuant to this   Bye-Law 6(I)(4) cannot be allotted by reason of any insufficiency in the   Banks authorised capital stock:  44


(i)the Directors   shall convene a General Court to be held as soon as practicable for the   purpose of considering a resolution or resolutions effecting an appropriate   increase in the authorised capital stock; and

(ii)the 2009   Preference Stockholders shall be entitled to exercise such number of votes at   such General Court as shall be required to have such resolutions approved as   special resolutions.

(j)The 2009   Preference Stock shall not confer the right to participate in any issue of   stock on a capitalisation of reserves except as provided in this Bye-Law 6(I)(4).

(k)No 2009 Bonus   Stock shall be issued where the Bonus Stock Settlement Date falls on a date   on or after the date of an order being made or petition being presented or   resolution being passed for the insolvent winding up or insolvent dissolution   of the Bank or for the appointment of a liquidator or examiner to the Bank.

(l)Bye-Laws   6(B)(2) and 6(F) shall not apply to the 2009 Preference Stock.

(5) Redemption

(a)The 2009   Preference Stock shall, subject to the provisions of the Companies Acts 1963   to 2006 (in so far as they apply to the Bank) and the consent of the   Financial Regulator, be redeemable in whole or in part, at any time, at the   option of the Bank in accordance with Bye-Law 6(D) from:

(i)profits   available for distribution; and/or

(ii)the proceeds   of an issue of stock or other securities which, under the regulatory   framework then applicable to the Bank, would constitute core tier 1 capital   (within the meaning of the Financial Regulators requirements at such time),   or its equivalent,

at   least equal to the amount proposed to be paid on the redemption of the 2009   Preference Stock utilising such profits and/or proceeds, as the case may be.

(b)The Bank   shall be required to redeem all of the 2009 Preference Stock in accordance   with paragraph (5)(a) of this Bye-Law in the event that the number of   units of 2009 Preference Stock in issue falls below 35,000,000 units of 0.01   each.

(c)During the   five year period commencing on the 2009 Issue Date, each unit of 2009   Preference Stock that the Bank proposes to redeem shall be redeemable at a   price per unit equal to the amount paid on subscription (including premium).   On or after the fifth anniversary of the 2009 Issue Date, each unit of the   2009 Preference Stock that the Bank proposes to redeem shall be redeemable at   a price per unit equal to 125 per cent. of the amount paid on subscription   (including premium). On the redemption of units of the 2009 Preference Stock   the Bank shall pay the proportion of the relevant 2009 Preference Dividend which   shall have accrued on the units of 2009 Preference Stock to be redeemed up to   the date of redemption or, at the option of the Bank in accordance with these  45


Bye-Laws,   the Bank shall issue the 2009 Bonus Stock in respect of which issue rights   have accrued on the units of the 2009 Preference Stock to be redeemed up to   the date of redemption. No other premium or dividend (including 2009   Preference Dividend or part thereof) shall be paid on any redemption of the   2009 Preference Stock.

(d)The Bank   shall give to the holders of the 2009 Preference Stock 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 (or other title   document) for such 2009 Preference Stock are to be presented for redemption   and upon such date each of such holders shall deliver to the Bank at such   place the certificates (or other title document) for such of the 2009   Preference Stock as is held by such holder which is due to be redeemed. Upon   such delivery, or, if earlier, the date of expiry of the redemption notice   issued by the Bank as aforesaid, the Bank shall pay to such holder the amount   due to him in respect of such redemption and shall (as appropriate) cancel   any certificates so delivered. If any such certificate includes any 2009   Preference Stock not redeemable on that occasion, a fresh certificate for   such stock shall be issued to the holder, without charge, upon cancellation   of the existing certificate.

(e)The receipt   of the registered holder for the time being of any 2009 Preference Stock 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 Bank in respect thereof.

(f)Upon the   redemption of any 2009 Preference Stock, the Directors may (pursuant to the   authority given by the passing of the resolution to adopt this Bye-Law)   consolidate and divide and/or sub-divide the authorised stock capital   existing as a consequence of such redemption into stock of any other class of   stock capital into which the authorised stock capital of the Bank 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 2009 Preference Stock so redeemed or into   unclassified stocks of the same nominal amount and in the same currency as   the 2009 Preference Stock so redeemed.

(g)The 2009   Preference Stock shall not be redeemable at the option of the holders of such   stock.

(h)In the event   of a conflict or ambiguity between the terms of this Bye-Law 6(I)(5) and   Bye-Law 6(D), this Bye-Law 6(I)(5) shall prevail, provided that, for the   avoidance of doubt, Bye-Laws 6(D)(3), 6(D)(5) and 6(D)(6) shall   apply to the 2009 Preference Stock.

(6) Voting

(a)The 2009   Preference Stockholders shall be entitled to receive notice of any General   Court of the Bank and a copy of every circular or like document sent out by   the Bank to the holders of Ordinary Stock but shall not be entitled to   attend, speak or vote at any General Court in their capacity as holders of   the 2009 Preference Stock save as expressly permitted by this Bye-Law   6(I)(6).  46


(b)Where the   total votes of the Government Preference Stockholder (or all the Government   Preference Stockholders together, where there is more than one Government   Preference Stockholder) capable of being cast at a General Court on any of   the resolutions specified in (i) or (ii) below pursuant to its or   their holding of Ordinary Stock (including Provisional Voting Rights) is less   than 25 per cent. of all the votes capable of being cast at a General Court   on such a resolution or resolutions, the Government Preference Stockholder   (or all of the Government Preference Stockholders together, where there is   more than one Government Preference Stockholder) shall be entitled to cast   the number of votes that would equal 25 per cent. of all the votes capable of   being cast at a General Court (including the votes of the Government   Preference Stockholder (or all of the Government Preference Stockholders   together, where there is more than one Government Preference Stockholder)   pursuant to this Bye-Law 6(1)(6)(b), pursuant to the Provisional Voting   Rights and/or pursuant to the Ordinary Stock held by such Government   Preference Stockholder) in respect of the following resolutions at a General   Court:

(i)a resolution   to appoint, re-elect or remove a Director; and/or

(ii)a Control   Resolution.

(c)2009 General Voting Rightsmeans the voting rights of   the Government Preference Stockholder referred to in Bye-Law 6(I)(6)(b).

(d)The 2009   General Voting Rights shall cease to apply if:

(i)the   Government Preference Stockholder (or all of the Government Preference   Stockholders where there is more than one Government Preference Stockholder)   transfers, or otherwise disposes of all of the 2009 Preference Stock (or any   beneficial or legal interest in all of the 2009 Preference Stock) to any   person or persons who is not a Government Preference Stockholder or a   Government Body; or

(ii)all of the   2009 Preference Stock is redeemed or repurchased by the Bank,

and   for the avoidance of doubt once the 2009 General Voting Rights have been   extinguished pursuant to this Bye-Law 6(I)(6)(d) they shall not be   capable of being reinstated in favour of any holder of the 2009 Preference   Stock.

(e)In the period   between a Relevant Instalment Date on which a 2009 Preference Dividend is not   paid and where 2009 Bonus Stock is not issued and the relevant Bonus Stock   Settlement Date the Government Preference Stockholder (or all of the   Government Preference Stockholders together, where there is more than one   Government Preference Stockholder) shall be entitled to cast up to the number   of votes capable of being cast at a General Court that would have attached to   the relevant 2009 Bonus Stock had the relevant 2009 Bonus Stock been allotted   and issued to the Government Preference Stockholder on the Relevant   Instalment Date (the Provisional Voting   Rights).  47


(f)The   Provisional Voting Rights relating to any 2009 Bonus Stock which has yet to   be issued shall cease to apply once such 2009 Bonus Stock has been issued and   any purported exercise of the Provisional Voting Rights after such rights   have been extinguished shall be disregarded and void.

(g)The   Provisional Voting Rights shall be unaffected in the event of the 2009   General Voting Rights ceasing to apply under Bye-Law 6(I)(6)(d).

(h)The   Government Preference Stockholder (or all the Government Preference   Stockholders together, where there is more than one Government Preference   Stockholder) in respect of the 2009 Preference Stock, the 2009 Bonus Stock or   any Provisional Voting Rights shall not be capable of exercising its voting   rights in any resolution with the purpose or effect, whether directly or   indirectly, of authorising or restricting:

(i)the   declaration or payment of a dividend or distribution or the redemption,   purchase or return of capital in respect of any capital stock of the Bank; or

(ii)the   capitalisation of reserves or the bonus issue of stock in respect of any   capital stock of the Bank,

which   would directly or indirectly give rise to a right of payment of an instalment   of the 2009 Preference Dividend or cause a Bonus Stock Settlement Date to   occur, and any votes cast in contravention of this Bye-Law shall be   disregarded and void. Nothing in this Bye-Law 6(1)(6)(h) shall limit the   ability of a Government Preference Stockholder to vote on a Control   Resolution.

(i)The   provisions of Bye-Law 6(E)(1) shall not apply to the 2009 Preference   Stock, but for the avoidance of doubt the other provisions of Bye-Law 6(E) shall   apply to class meetings of the 2009 Preference Stockholders, provided that   the quorum for any class meeting of the holders of the 2009 Preference   Stockholders shall be one 2009 Preference Stockholder present in person or by   proxy.

(j)The 2009   General Voting Rights do not apply to any holder of 2009 Preference Stock   that is not a Government Preference Stockholder.

(k)The Provisional   Voting Rights relating to any units of 2009 Bonus Stock which have yet to be   issued as well as the right to such units of 2009 Bonus Stock may be assigned   by deed executed by the Government Preference Stockholder entitled thereto   provided however that:

(i)the   Provisional Voting Rights which are assigned with the right to receive 2009   Bonus Stock to which such Provisional Voting Rights relate;

(ii)such   assignment shall only be enforceable against the Bank where a counterpart of   such deed of assignment is delivered to the Bank; and

(iii)Provisional   Voting Rights assigned pursuant to this Bye-Law shall, for the avoidance of   doubt, be subject always to the  48


provisions   relating to the cessation of such Provisional Voting Rights pursuant to   Bye-Law 6(I)(6)(f).

(l)The   requirement for the consent of the Minister for Finance set out in Bye-Laws   71(c) and 71(d) may not be amended without the approval of the 2009   Preference Stockholders given by way of a special resolution passed at a   separate meeting of the 2009 Preference Stockholders.

(7) Transfer

The 2009 Preference Stock   are freely transferable provided that the minimum number of units transferred   to any one person is not less than 50,000.

(8)Conversion of 2009   Preference Stock to Ordinary Stock

(a)The 2009   Preference Stock may be converted into units of Ordinary Stock pursuant to,   and in accordance with the provisions of, the Government Transaction   Agreement.

(b)The date on   which the 2009 Preference Stock is converted into units of Ordinary Stock   pursuant to, and in accordance with the provisions of, the Government   Transaction Agreement shall be a Conversion   Date, and the first Conversion Date that occurs pursuant to the   provisions of this Bye-Law and the Government Transaction Agreement shall be   the First Conversion Date.

(c)The units of   Ordinary Stock to which the 2009 Preference Stockholders are entitled on   conversion pursuant to this Bye-Law (New   Stock):

I.shall be   credited as fully paid (to the extent necessary funds shall be transferred   from the stock premium account of the Bank to do so);

II.will carry   the right to receive all dividends and other distributions declared, made or   paid on the Ordinary Stock of the Bank in respect of which the record date   falls after the relevant Conversion Date; and

III.shall rank   pari passu in all respects and form one class with the units of Ordinary   Stock then in issue.

(d)As soon as   the Bank is permitted to do so, following the conversion of 2009 Preference   Stock to Ordinary Stock pursuant to the Conversion Right, the Bank shall pay   the proportion of the 2009 Preference Dividend which shall have accrued on   the units of 2009 Preference Stock converted into units of Ordinary Stock up   to the Conversion Date or, at the option of the Bank in accordance with these   Bye-Laws, the Bank shall issue the 2009 Bonus Stock in respect of which   rights have accrued on the units of 2009 Preference Stock to be converted up   to the Conversion Date.  49


2005 Preference Stock


7.In this   Bye-Law 7 Junior Obligations   means in respect of any Relevant Series:

(a)the ordinary stock of the   Bank;

(b)any other series of   preference stock and 2005 Preference Stock issued by the Bank ranking junior   as to dividends with the Relevant Series; or

(c)any preference stock or   2005 Preference Stock issued by a subsidiary undertaking of the Bank which   benefits from a guarantee or other contractual support undertaking of the   Bank which guarantee or contractual support undertaking ranks junior as to   payments with the Relevant Series; or

(d)any other instrument   issued by the Bank ranking junior as to dividends with the Relevant Series.

Parity Obligations   means in respect of any Relevant Series:

(a)any other series of   preference stock or 2005 Preference Stock issued by the Bank ranking pari   passu as to dividends with the Relevant Series; or

(b)any preference stock or   2005 Preference Stock issued by a subsidiary undertaking of the Bank which   benefits from a guarantee or other contractual support undertaking of the   Bank which guarantee or contractual support undertaking ranks pari passu as   to payments with the Relevant Series; or

(c)any other instrument   issued by the Bank ranking pari passu as to dividends with the Relevant   Series.

(A)General

All of the 2005 Preference   Stock shall rank pari passu inter se to the extent that they are expressed so   to rank and shall confer the rights and be subject to the limitations set out   in this Bye-Law 7. They shall also confer such further rights (not being   inconsistent with the rights set out in this Bye-Law 7) as may be attached by   the Directors to any Series (as defined below) of such Stock prior to   allotment of such series and in particular (but without prejudice to the   generality of the foregoing) the Directors may, pursuant to the authority   given by the passing of the resolution to adopt this Bye-Law, consolidate and   divide and/or sub-divide any 2005 Preference Stock into stock of larger or   smaller amount. Whenever the Directors have the power under this Bye-Law to   determine any of the rights to be attached to any Series of the 2005   Preference Stock, the rights so determined need not be the same as those   attached to the 2005 Preference Stock which have then been allotted or   issued. The 2005 Preference Stock, including any class of 2005 Preference   Stock, may be issued in one or more separate series (each, a Series) and each   Series shall be identified in such manner as the Directors may determine   without any such determination or identification requiring any alteration to   these Bye-Laws. Each unit of the 2005 Preference Stock shall, subject to the   terms and conditions of issue as the Directors may determine prior to the   issue of any relevant Series of 2005 Preference Stock, confer the   following rights as to participation in the profits and assets of the Bank,   attendance at meetings, voting and, in the case of redeemable preference   stock, redemption:

(B)Income

(a)The 2005 Preference Stock   shall (subject to the further provisions described below) entitle the holders   thereof to receive a preferential dividend (hereinafter called the Preference Dividend), payable at such   rate or rates (whether fixed or variable) and on such dates (Preference Dividend Payment Dates) to be  50


determined   by the Directors before allotment on the amounts from time to time paid up or   credited as paid up thereon and on such other terms and conditions as may be   determined by the Directors prior to allotment thereof and in particular (but   without prejudice to the foregoing) the Directors may determine whether the   rights of such Stock as regards participation in profits are cumulative or   non-cumulative. Unless otherwise determined by the Directors prior to   allotment, any Preference Dividends on Dollar 2005 Preference Stock shall be   payable in US Dollars, any Preference Dividends on Sterling 2005 Preference   Stock shall be payable in sterling, and any Preference Dividends on euro 2005   Preference Stock shall be payable in euro. Subject to sub-paragraph (f) below,   the 2005 Preference Stock shall carry no further right to participate in the   profits and reserves of the Bank other than the Preference Dividend;

(b)Unless otherwise   determined by the Directors prior to allotment thereof, 2005 Preference Stock   shall rank as regards the right to receive dividends pari passu inter se and   with the Dollar Preference Stock, the euro Preference Stock, the Sterling   Preference Stock and with any other stock that is expressed to rank pari   passu therewith as regards participation in profits and otherwise in priority   to any Ordinary Stock in the capital of the Bank.

(c)If it shall   subsequently appear that any dividend which has been paid to holders of 2005   Preference Stock should not have been so paid, then provided the Directors   shall have acted in good faith, the Directors shall not incur any liability   for any loss which any stockholder may suffer in consequence of such payment   having been made.

(d)The following provisions   of this paragraph (d) shall apply in relation to any particular Series of   2005 Preference Stock (a Relevant Series)   if so determined by the Directors prior to the allotment thereof:

(i)if the Directors   determine prior to the allotment of a Relevant Series that this Bye-Law   7(B)(d)(i) shall apply to that Relevant Series then dividends shall   only be payable on the 2005 Preference Stock of such series, when, as and if   declared by the Directors, but without prejudice to paragraph (e) below;   or

(ii)if the   Directors determine prior to the allotment of a Relevant Series that   this Bye-Law 7(B)(d)(ii) shall apply to that Relevant Series then   the following provisions shall apply to that Relevant Series:

(A)if, in the   opinion of the Directors, the distributable profits and distributable   reserves of the Bank are sufficient to cover the Preference Dividend in   respect of the Relevant Series (including any arrears or deficiency of   dividend that are cumulative in form) and also the payment in full of all   other dividends stated to be payable on such date on any other Series (including   any arrears or deficiency of dividend on any such other Stock that are in   cumulative form) expressed to rank pari passu as regards participation in   profits, then, subject to sub-paragraph (D) below, the Preference   Dividend on all such Series shall be declared and paid in full;

(B)if, on any   Preference Dividend Payment Date the distributable profits and distributable   reserves of the Bank are, in the opinion of the Directors, sufficient only to   enable partial payment of the Preference Dividend in respect of the Relevant   Series (including any arrears or deficiency of dividend that are   cumulative in form) and, if applicable, of  51


any dividends payable on such date on any other   Series (including any arrears or deficiency of dividend on any such   other Series that are in cumulative form) ranking pari passu with the   Relevant Series as regards participation in profits (together, the Participating Stock), then, subject to   subparagraph (D) below, the Directors shall apply such distributable   profits and distributable reserves in paying dividends to the holders of the   Participating Stock pro rata to the amount of dividend on the Participating   Stock accrued and payable (including any arrears or deficiency of dividend   that are in cumulative form) on or before the relevant Preference Dividend   Payment Date;

(C)if, on any   Preference Dividend Payment Date, the distributable profits and distributable   reserves of the Bank are, in the opinion of the Directors, insufficient to   enable payment to be made of any of the Preference Dividend in respect of the   Relevant Series (including any arrears or deficiency of dividend that   are cumulative in form) and, if applicable, of any dividends payable on such   date on any other Series (including any arrears or deficiency of   dividend that are cumulative in form) ranking pari passu with the Relevant   Series as regards participation in profits, then the Bank shall not pay   the Preference Dividend in respect of either Series;

(D)if, pursuant   to the provisions of sub-paragraphs (B) and (C) above, on any   occasion a Preference Dividend in respect of a Relevant Series which is   not expressed to have a cumulative right as regards participation in profits   (or any part thereof) is not paid, the holders of stock of the Relevant   Series shall have no claim in respect of such shortfall;

(E)if a   Preference Dividend due on any Preference Dividend Payment Date in respect of   any Relevant Series which is expressed to have a cumulative right as   regards participation in profits is not paid in full (a Preference Dividend Shortfall) (or a sum   is not set aside to provide for its payment in full), and no additional   preference stock have been allotted pursuant to subparagraph (G), the Bank   may not (without the written consent of three-fourths in nominal value of, or   the sanction of a special resolution passed at a meeting of the holders of stock   of the Relevant Series) thereafter:

(I)redeem,   reduce, purchase or otherwise acquire for any consideration any Parity   Obligations or Junior Obligations (and may not set aside or establish any   sinking fund for any such redemption, reduction, purchase or other   acquisition); or

(II)subject to   the provisions of sub-paragraph (F) below, pay or declare, or permit the   declaration or payment of, any dividend on any Parity Obligations or Junior   Obligations,

until such time as the Preference Dividend   Shortfall has been paid or a sum has been set aside for its payment in full;

(F)if a   Preference Dividend due on any Preference Dividend Payment Date in respect of   any Relevant Series which is not expressed to have a cumulative right as   regards participation in profits is not paid in full (or a sum is not set   aside to provide for its payment in full), and no additional preference stock   have been allotted pursuant to sub-paragraph (G), the Bank may not (without   the written consent of three fourths in nominal  52


value of, or the sanction of a special resolution   passed at a separate general meeting of the holders of stock of the Relevant   Series) thereafter:

(I)redeem,   reduce, purchase or otherwise acquire for any consideration any Parity   Obligations or Junior Obligations (and may not set aside or establish any   sinking fund for any such redemption, reduction, purchase or other   acquisition); or

(II)pay or   declare, or permit the declaration or payment of, any dividend on any other   Parity Obligations or Junior Obligations,

for such period following the relevant Preference   Dividend Payment Date as may be designated by the Directors prior to issue;

(G)the   provisions described in this sub-paragraph shall apply if determined by the   Directors prior to allotment of the Relevant Series and then only where   the Preference Dividend (including any arrears or deficiency of dividend that   are in cumulative form) due on any Preference Dividend Payment Date in   respect of any Relevant Series is not paid in its entirety pursuant to   sub-paragraph (C) (the Relevant   Dividend) and the amounts (if any) standing to the credit of the   profit and loss account of the Bank together with the amount of the reserves   of the Bank available for the purpose are sufficient to enable the allotments   of additional preference stock referred to in the further provisions of this   sub-paragraph to be made in full:

(I)provided that   the Bank has sufficient authorised but unissued Stock and that the Directors   are authorised to allot the appropriate amount of relevant securities (for   which purposes the Directors shall, if necessary, call as soon as practicable   a meeting of the General Court at which the appropriate resolutions to create   such Stock and to obtain such authority are proposed), each stockholder of   the Relevant Series shall, on the date for payment of the Relevant   Dividend had such dividend been paid in cash, be allotted such additional   nominal amount of preference stock of the same class, denominated in the same   currency and carrying identical rights and limitations as the Relevant Series in   question, credited as fully paid, as is equal to an amount determined by   multiplying the cash amount of the Relevant Dividend (exclusive of any   associated tax credit) that would have been payable to him had such dividend   been payable in cash by a factor to be determined by the Directors prior to   allotment of the Relevant Series and rounding the resulting sum down to   the nearest integral multiple of US$1 (in the case of Dollar 2005 Preference   Stock), of Stg£1 (in the case of Sterling 2005 Preference Stock) and of 1   (in the case of euro 2005 Preference Stock). A holder of 2005 Preference   Stock receiving an allotment of additional preference stock in accordance   with this subparagraph shall not be entitled to receive any part of the   Relevant Dividend relating to Relevant Series in cash;

(II)subject to   the provisos in sub-paragraph (G)(I) above, for the purpose of paying up   preference stock to be allotted on any occasion pursuant to this   subparagraph, the Directors shall capitalise out of the sums standing to the   credit of the profit and loss account of the Bank and/or to the credit of the   Banks reserve  53


accounts (including stock premium account)   available for the purpose, as the Directors may determine, a sum equal to the   aggregate nominal amount of the additional preference stock then to be   allotted and apply the same in paying up in full the appropriate amount of   unissued preference stock of that class or classes in question;

(III)the   additional preference stock so allotted shall rank pari passu in all respects   with the Relevant Series in respect of which the additional preference   stock were so allotted, save only as regards participation in the Relevant   Dividend; and

(IV)the Directors   may undertake and do such acts and things is it may consider necessary or   expedient for the purpose of giving effect to the provisions described in   this sub-paragraph (G).

(e)if, in the   opinion of the Directors, the payment of any Preference Dividend would breach   or cause a breach of capital adequacy requirements from time to time   applicable to the Bank then none of such Preference Dividend shall be   declared or paid.

(C)Capital

(a)On a winding-up of or   other return of capital by the Bank (other than on a redemption or purchase   by the Bank of any of its capital stock), members holding 2005 Preference   Stock shall in respect thereof be entitled to receive, out of the surplus assets   remaining after payment of the Banks liabilities, an amount equal to the   amount paid up or credited as paid up on the 2005 Preference Stock together   with 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). Unless otherwise determined by   the Directors prior to allotment, such amount in respect of Dollar 2005   Preference Stock shall be payable in US Dollars, such amount in respect of   Sterling 2005 Preference Stock shall be payable in sterling, and such amount   in respect of euro 2005 Preference Stock shall be payable in euro.

(b)In addition to the amount   repayable on the 2005 Preference Stock in accordance with sub-paragraph (a) above   there shall be payable a sum equal to the Preference Dividend which would   have been payable by the Bank in accordance with paragraph 7(B) above   (together, in the case of 2005 Preference Stock which is expressed to have a   cumulative right as regards participation in profits, with any arrears or   deficiency of Preference Dividend), calculated at the annual rate determined   by the Directors before allotment of the preference stock in question, in   respect of the number of days included in the period commencing with the day   following whichever Preference Dividend Payment Date shall most recently have   occurred prior to the date of commencement of the winding-up of the Bank or   return of capital and ending with such date of commencement of winding-up or   return of capital, as though such period had been one in relation to which a   Preference Dividend would have been payable pursuant to the provisions   described in paragraph 7 (B)(a) above and the terms of issue of the   preference stock in question, but subject always to the provisions described   in paragraph 7 (B)(d)(i) and (ii) above and to the terms on which   any particular preference stock are issued.  54


(c)With respect   to the amounts payable or repayable under sub-paragraphs (a) and (b) of   this paragraph in the event of a winding-up of the Bank or return of capital,   2005 Preference Stock shall rank pari passu inter se and with any other stock   that are expressed to rank pari passu therewith as regards participation in   surplus assets and otherwise in priority to any other stock of the Bank. Save   as may be determined by the Directors prior to the issue of any particular   series of 2005 Preference Stock, the holders of 2005 Preference Stock shall   not be entitled in respect thereof to any further or other right of   participation in the assets of the Bank upon a winding-up or return of   capital.

(D)Voting

The holders of any series   of 2005 Preference Stock will only be entitled to receive notice of and to   attend any meeting of a General Court:

(a)if the   Preference Dividend on the 2005 Preference Stock of such series has not, at   the date of the notice of the general meeting, been paid in full in respect   of such dividend periods as the Directors may prior to allotment determine,   in which case the holders of the 2005 Preference Stock of such series will be   entitled to speak and/or vote upon any resolution proposed thereat; or

(b)if a   resolution is proposed at the meeting of the General Court;

(i)for, or in   relation to, the winding-up of the Bank; or

(ii)varying,   altering or abrogating any of the rights, privileges, limitations or   restrictions attached to the 2005 Preference Stock of such series, in which   case the holders of the 2005 Preference Stock of such series will be entitled   to speak and/or vote only upon such resolution; or

(c)in such other   circumstances, and upon and subject to such terms, as the Directors may   determine prior to allotment.

On a show of hands every   holder of 2005 Preference Stock who is entitled to vote and who (being an   individual) is present in person or (being a corporation) is present by   representative shall have one vote. On a poll each holder of 2005 Preference   Stock present in person or by proxy and entitled to vote shall have such   number of votes in respect of each unit of 2005 Preference Stock as the   Directors may determine prior to the allotment of such stock.

(E)Redemption of Redeemable   Preference Stock

(a)The   Redeemable Dollar Preference Stock, the Redeemable Sterling Preference Stock   and the Redeemable euro Preference Stock (together, the Redeemable Preference Stock) shall,   subject to the provisions of any applicable law and to the other provisions   of this paragraph (E), be redeemable at the option of the Bank in whole or in   part on such dates as the Court of Directors may determine prior to the   allotment of the Relevant Series by the Bank giving to each of the   holders of the Redeemable Preference Stock to be redeemed not less than   fourteen days prior notice in writing (a Notice   of Redemption) and by the Bank complying with the other   requirements of this paragraph (E).

(b)In the case of a partial   redemption under sub-paragraph (a) of this paragraph (E) of this   Bye-Law 7, the Bank shall for the purposes of ascertaining the particular   Redeemable Preference Stock to be redeemed cause a lot to be drawn at the  55


office   (or at such other place as the Directors may determine) in the presence of   the Auditors.

(c)A Notice of   Redemption shall specify the particular Redeemable Preference Stock to be   redeemed, the date fixed for redemption (the Redemption Date), the amount payable in respect of each   such Redeemable Preference Stock on redemption and the place in the State at   which documents of title in respect of such Redeemable Preference Stock are   to be presented and surrendered for redemption and payment of redemption   moneys is to be effected. Upon such presentation and surrender and against   the receipt of such holder for the redemption moneys payable in respect of   such Redeemable Preference Stock, the Bank shall pay to such holder the   amount due to him in respect of such redemption and shall cancel the   documents of title so delivered. No defect in the Notice of Redemption or in   the giving thereof shall affect the validity of the redemption procedure.

(d)Without   prejudice to the generality of sub-paragraph (c) above:

(i)the   procedures for the redemption of and Redeemable Preference Stock held in   uncertificated form may involve or include the sending by the Bank or by any   person on its behalf of an issuer-instruction to the operator of the relevant   system concerned requesting or requiring the deletion of any computer-based   entries in the relevant system concerned that relate to the holding of the   Redeemable Preference Stock concerned; and/or

(ii)the Bank may,   if the Directors so determine, (by notice in writing to the holder concerned,   which notice may be included in the notice of redemption concerned) require   the holder of the Redeemable Preference Stock concerned to change the form of   the Redeemable Preference Stock from uncertificated form to certificated form   prior to the date fixed for redemption (in which case the provisions in this   Bye-Law relating to the redemption of Redeemable Preference Stock held in   certificated form shall apply).

Whether   any Redeemable Preference Stock to be redeemed is in certificated form or   uncertificated form on the relevant date fixed for redemption shall be   determined by reference to the Register as at 12.00 noon on such date or such   other time as the Directors, may (subject to the facilities and requirements   of the relevant system concerned) in their absolute discretion determine.

(e)There shall   be paid on each Redeemable Preference Stock so redeemed the amount paid up or   credited as paid up thereon, together (to the extent permitted by law) with   any premium paid on issue or otherwise at such price as may be determined by   the Court of Directors prior to allotment.

(f)The provisions   of this sub-paragraph (f) and the following sub-paragraphs (g) and   (i) shall have effect in relation to Redeemable Preference Stock for the   time being issued and registered in the Register (Registered Stock). Payment by the Bank in respect of the   amount due on redemption shall be made, in the case of Redeemable Dollar   Preference Stock, by a cheque drawn on a bank in New York, in the case of   Redeemable Sterling Preference Stock, by a sterling cheque drawn on a bank in   London, and, in the case of Redeemable euro Preference Stock, by a euro   cheque drawn on a bank in Dublin, or, upon the request of the holder or joint   holders not later than the date specified for the purpose in the Notice of   Redemption, by transfer to, in the case of Redeemable Dollar  56


Preference   Stock, a US Dollar account maintained by the payee with a bank in New York,   or in the case of Redeemable Sterling Preference Stock, a sterling account   maintained by the payee with a bank in London, or in the case of Redeemable   euro Preference Stock, a euro account maintained by the payee with a bank in   Dublin. Such payment will, in the case of a Registered Stock, be against   presentation and surrender of the relative Certificate at the place or on one   of the places specified in the Notice of Redemption and if any Certificate so   surrendered includes Redeemable Preference Stock not to be redeemed on the   relevant Redemption Date the Bank shall within fourteen days thereafter issue   to the holder, free of charge, a fresh Certificate in respect of such   Redeemable Preference Stock. All payments in respect of redemption monies   will in all respects be subject to any applicable fiscal or other laws.

(g)As from the   relevant Redemption Date the dividend on the Redeemable Preference Stock due   for redemption shall cease to accrue except on any such Redeemable Preference   Stock in respect of which, upon the due delivery of the Certificate in   accordance with sub-paragraphs (c) and (f) above, payment of the   redemption moneys due on such Redemption Date shall be improperly withheld or   refused in which case the said dividend, at the rate then applicable, shall   be deemed to have continued and shall accordingly continue to accrue from the   relevant Redemption Date to the date of payment of such redemption moneys.   Such Redeemable Preference Stock shall not be treated as having been redeemed   until the redemption moneys in question together with the accrued dividend   thereon have been paid whereupon such Redeemable Preference Stock shall be   treated as having been redeemed.

(h)If the   Redemption Date for any Redeemable Preference Stock is not, in the case of a   Redeemable Dollar Preference Stock, a day on which banks in New York are open   for business and in which foreign exchange dealings may be conducted in New   York (a US Dollar Business Day), or, in the case of a Redeemable Sterling   Preference Stock, a day on which banks in London are open for business and on   which foreign exchange dealings may be conducted in London (a Sterling Business Day), or, in the case   of a Redeemable euro Preference Stock, a day in which banks in Dublin are   open for business and on which foreign exchange dealings may be conducted in   Dublin (a euro Business Day),   then payment of the amount payable on redemption will be made on the next   succeeding US Dollar Business Day or Sterling Business Day or euro Business   Day as the case may be, and without any interest or other payment in respect   of such delay unless such day shall fall within the next calendar month,   whereupon such payment will be made on the preceding US Dollar Business Day   or Sterling Business Day or euro Business Day, as the case may be.

(i)The receipt   of the holder for the time being of any Registered Stock (or, in the case of   joint registered holders, the receipt of any one of them) in respect of the   monies payable on redemption on such Registered Stock shall constitute an   absolute discharge to the Bank in respect thereof.

(j)Upon the   redemption or purchase of any Redeemable Preference Stock, the Directors may   (pursuant to the authority given by the passing of the resolution to adopt   this Bye-Law) consolidate and divide and/or sub-divide the authorised, but   unissued, Redeemable Preference Stock capital existing as a consequence of   such redemption or purchase into Stock of a larger or smaller amount.  57


(F)FurtherStock

(a) Save as provided by the terms of issue of any   particular 2005 Preference Stock, the Bank shall not create or issue any   further stock ranking as regards participation in the profits and assets of   the Bank in priority to the 2005 Preference Stock.

(b) Any series of preference stock or other stock   ranking pari passu in some or all respects with the 2005 Preference Stock   then in issue may (unless otherwise provided by the terms of issue of the   2005 Preference Stock then in issue), without their creation or issue being   deemed to vary the special rights attached to any 2005 Preference Stock then   in issue, either carry rights identical in all respects with such 2005   Preference Stock or any of them or carry rights differing therefrom in any   respect. Unless otherwise provided by the terms of issue, the rights   attaching to any preference stock shall not be deemed to be varied or   abrogated by the purchase, redemption or cancellation by the Bank of any of   its stock ranking as regards participation in the profits or assets of the   Bank pari passu with or after such 2005 Preference Stock.

(G)Variation   of Class Rights

Without prejudice to Bye-Law 8(a) the   rights, privileges, limitations or restrictions attached to the 2005   Preference Stock (or any class thereof) may be varied, altered or abrogated,   either whilst the Bank is a going concern or during or in contemplation of a   winding up, with the written consent of holders of not less than 75% in   nominal value of such class of stock or with the sanction of a resolution   passed at a class meeting of holders of such class of stock provided that   holders of not less than 75% in nominal value of such class of stock in   attendance and voting vote in favour of such resolution.Variation of Rights

8.
(a) Whenever the capital of the Bank is divided   into different classes of stock, the special rights attached to any class   may, subject to the provisions of these Bye-Laws, be varied or abrogated,   either whilst the Bank is a going concern or during or in contemplation of a   winding up, with the sanction of a resolution passed at a class meeting of   the holders of the stock of the class but not otherwise. Save as provided in   Bye-Law 3(e), to every such class meeting, save as provided in Bye-Laws 4, 5   and 6, all the provisions of these Bye-Laws relating to General Courts of the   Bank and to the proceedings thereat shall apply, mutatis mutandis, except   that in respect of class meetings of the holders of Dollar Preference Stock,   Sterling Preference Stock and euro Preference Stock (i) the necessary   quorum shall be two persons holding or representing by proxy at least one   third in nominal amount of the issued stock 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; (ii) on a poll each holder of Dollar Preference Stock shall,   whether present in person or by proxy, have one vote in respect of each US$1   of Dollar Preference Stock held by him, each holder of Sterling Preference   Stock shall, whether present in person or by proxy, have one vote in respect   of each unit of Sterling Preference Stock held by him and each holder of euro   Preference Stock shall, whether present in person or by proxy, have one vote   in respect of each unit of euro Preference Stock held by him. Any holder of   stock in 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 Stock in issue   differ from the rights, privileges, limitations or restrictions attached to   any other Dollar Preference Stock in issue and:  58


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

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

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

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

(ii)the effect of such variation, alteration or abrogation on all of that   Sterling Preference Stock is, in the opinion of the Directors, substantially   the same;

such Sterling Preference   Stock shall be treated as a single class for the purpose of applying the   procedures in these Bye-Laws for the variation, alteration or abrogation of   the rights, privileges, limitations or restrictions attaching to the Sterling   Preference Stock of such class.

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

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

such euro Preference Stock   shall be treated as a single class for the purpose of applying the procedures   in these Bye-Laws for the variation, alteration or abrogation of the rights,   privileges, limitations or restrictions attaching to the euro Preference   Stock of such class.Capital stock to be at disposal   of Directors

9.
(a) Subject to the provisions of these Bye-Laws   relating to new stock, the capital stock shall be at the disposal of the   Directors, and they may allot, grant options over or otherwise dispose of it   to such persons on such terms and conditions and at such times as they may   consider to be in the best interests of the Bank and its members, but so that   no stock shall be issued at a discount and so that in the case of stock   offered to the public for subscription, the amount payable on application   shall not be less than 5 per cent. of the nominal amount of the stock.  59


(b) Any stock may be held in uncertificated form,   provided that the Directors shall have made arrangements with the operator of   a relevant system for that class of stock 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 stockholders. Where the Directors shall make such arrangements, and for   so long as the relevant class of stock shall continue to be a participating   security, these Bye-laws shall not apply to or have effect on stock of the   relevant class which is held in uncertificated form to the extent that these   Bye-laws are in any respect inconsistent with: the holding of stock of such   class in uncertificated form; the transfer of title to stock of such class by   means of a relevant system; or any provision of the Regulations.

(c) The Bank shall be entitled in accordance with   the provisions of the Regulations to change any uncertificated stock into   certificated form and to change any certificated stock into uncertificated   form and the Bank may make such provisions therefor as the Directors think   fit, subject always to the provisions of the Regulations. Where any   conversion of stock from uncertificated form to certificated form takes   place, the Bank shall within two months after the date on which the Bank   receives the relevant operator-instruction capable of being complied with in   accordance with the Regulations, issue the relevant stock certificate.Bank not obliged to recognise   trusts

10.
Except as required by law, no person shall be   recognised by the Bank as holding any capital stock of the Bank upon any   trust, and the Bank shall not be bound by or compelled in any way to   recognise (even when having notice thereof) any equitable, contingent, future   or partial interest in any stock or (except only as by these Bye-Laws or by   law otherwise provided) any other rights in respect of any stock except an   absolute right to the entirety thereof in the registered holder who shall be   treated for the purposes of the Charter and these Bye-Laws as holding the   same in his own right and for his own use; this shall not preclude the Bank   from requiring any member to furnish the Bank with information as to the   beneficial ownership of any stock when such information is reasonably   required by the Bank.  REGISTER OF MEMBERS  Register to be kept in   specified form

11.
The Bank shall keep a register of its members   and enter therein the following particulars:

(a) the names and addresses of the members and a   statement of the amount of stock held by each member and where any stock is   not fully paid, of the amount paid or agreed to be considered as paid on such   stock of each member;

(b) the date at which the member was entered in   the register as a member;

(c) the date at which the member ceased to be a   member; and

(d) a statement of the amount of stock held by   each member in uncertificated form and certificated form respectively and   such entry on the Register, in respect of stock in uncertificated form, shall   be evidence of such title to the stock as would be evidenced if the entry on   the Register related to stock held in certificated form.  60


CERTIFICATES FOR STOCK IN CERTIFICATED FORM  Members entitled to   certificates for stock in certificated form

12.
(a) Other than holders of Deferred Stock, every   person (other than a Stock Exchange nominee in respect of whom the Bank is   not by law required to complete and have ready for delivery a certificate)   who agrees to become a member or whose name is entered as a member in the   Register shall in the case of any stock to be held in certificated form be   entitled without payment to receive within 2 months after such entry (or   within such other period as the conditions of issue shall provide) one   certificate for all his stock or several certificates for the several   portions thereof, so, however, that in respect of stock held jointly by   several persons, the Bank shall not be bound to issue more than one certificate,   and delivery of a certificate for stock to one of several joint holders shall   be sufficient delivery to all such holders. Every certificate shall be issued   under the Seal or the Official Seal, shall specify the stock to which it   relates and the amount paid up thereon and shall be prima facie evidence of   the title of the member to the stock so specified.

(b) Where a member transfers part only of the   stock comprised in a certificate for stock the old certificate shall be   cancelled and a new certificate for the balance of such stock issued in lieu   without charge.

(c) If a certificate for stock shall be worn out,   damaged, defaced, lost, stolen or destroyed, it may be replaced by a new   certificate without charge and on such terms (if any) as to evidence and   indemnity and payment of the costs and out-of-pocket expenses of the Bank of   investigating such evidence as the Directors may think fit and, in a case   where the certificate is worn out, damaged or defaced, on delivery of the old   certificate to the Bank unless the Directors otherwise agree.

(d) The Bank shall not issue a certificate in   relation to any stock to be held in uncertificated form.  LIEN  Bank to have lien on its stock

13.
The Bank shall have a first and paramount lien   on all capital stock (not being fully paid stock) for all moneys (whether   immediately payable or not) called or payable at a fixed time in respect of   that stock and the Bank shall also have a first and paramount lien on all   stock (other than fully paid stock) standing registered in the name of a   single person for all moneys immediately payable by him or his estate to the   Bank; but the Directors may at any time declare any stock to be wholly or in   part exempt from this provision. The Banks lien on stock shall extend to all   dividends payable thereon.Such lien to be made available   by sale

14.
The Bank may sell, in such manner as the   Directors think fit, any stock on which the Bank has a lien, but no sale   shall be made unless a sum in respect of which the lien exists is immediately   payable, nor until the expiration of 14 days after a notice in writing   stating and demanding payment of such part of the amount in respect of which   the lien exists as is immediately payable has been given to the registered   holder for the time being of the stock, or the person entitled thereto by   reason of his death or bankruptcy.Directors may authorise   transfer of stock so sold

15.
To give effect to any such sale, the Directors   may authorise some person to transfer the stock sold to the purchaser   thereof. The purchaser shall be registered as the holder of the stock so   transferred and he shall not be bound to see to the  61


application of the purchase money, nor shall his   title to the stock be affected by any irregularity or invalidity in the   proceedings in reference to the sale and after the name of the transferee has   been entered in the Register, the remedy of any person aggrieved by the sale   shall be in damages only and against the Bank exclusively.Proceeds of sale may be applied   in payment of amount due

16.
The proceeds of the sale shall be received by   the Bank and applied in payment of such part of the amount in respect of   which the lien exists as is immediately payable, and the residue, if any,   shall (subject to a like lien for sums not immediately payable as existed   upon the stock before the sale) be paid to the person entitled to the stock   at the date of the sale.  CALLS ON STOCK  Directors may make calls to be   paid by stockholders

17.
The Directors may from time to time make calls   upon the members in respect of any moneys unpaid on their stock (whether on   account of the nominal value of the stock or by way of premium) and not by   the conditions of allotment thereof made payable at fixed times, provided   that no call shall exceed one-fourth of the nominal value of the stock or be   payable at less than one month from the date fixed for the payment of the   last preceding call, and each member shall (subject to receiving at least 14 days   notice specifying the time or times and place of payment) pay to the Bank at   the time or times and place so specified the amount called on his stock. A   call may be revoked or postponed as the Directors may determine.When call is deemed to be made

18.
A call shall be deemed to have been made at the   time when the resolution of the Court of Directors authorising the call was   passed and may be required to be paid by instalments.Joint stockholders liable to   pay calls

19.
The joint holders of stock shall be jointly and   severally liable to pay all calls in respect thereof.Overdue calls liable to   interest

20.
If a sum called in respect of stock is not paid   before or on the day appointed for payment thereof the person from whom the   sum is due shall pay interest on the sum from the day appointed for payment   thereof to the time of actual payment at such rate, not exceeding 5 per cent.   per annum, as the Directors may determine, but the Directors shall be at   liberty to waive payment of such interest wholly or in part.Any sum payable on allotment to   be deemed to be a call

21.
Any sum which by the terms of issue of stock   becomes payable on allotment or at any fixed date, whether on account of the   nominal value of the stock or by way of premium, shall, for the purposes of   these Bye-Laws, be deemed to be a call duly made and payable on the date on   which, by the terms of issue, the same becomes payable, and in case of   non-payment all the relevant provisions of these Bye-Laws as to payment of interest   and expenses, forfeiture or otherwise, shall apply as if such sum had become   payable by virtue of a call duly made and notified.Directors may receive uncalled   moneys

22.
The Directors may, if they think fit, receive   from any member willing to advance the same, all or any part of the moneys   uncalled and unpaid upon any stock held by him and upon all or any of the   moneys so advanced may (until the same would, but for such advance, become   payable) pay interest at such rate not exceeding (unless  62


the Bank in General Court otherwise directs) 5   per cent. per annum, as may be agreed upon between the Directors and the   member paying such sum in advance.  TRANSFER OF STOCK  Mode of transfer of stock

23.
(a) Subject to such of the restrictions of these   Bye-Laws and to such of the conditions of issue as may be applicable, the   stock of any member held in certificated form may be transferred by   instrument in writing in any usual or common form or any other form which the   Directors may approve and any such instrument shall be executed by or on   behalf of the transferor. In case of stock not fully paid, the assignment or   transfer may be effected in manner provided by the Charter. In either case,   the transferor shall be deemed to remain the holder of the stock until the   name of the transferee is entered in the Register in respect thereof.(b) Title to any uncertificated stock may be   evidenced and transferred without a written instrument provided that such   title is evidenced and transferred in accordance with the Regulations.(c) A transfer of title to uncertificated stock   shall be registered on the Register where such transfer is required to be   registered under the provisions of the Regulations notwithstanding any other   provision of these Bye-Laws.(d) No transfer of title to uncertificated stock   shall be registered other than in accordance with the provisions of the   Regulations and the transferor shall be deemed to remain the holder of the   stock until the name of the transferee is entered in the Register in respect   thereof.Power to decline to register   transfer

24.
The Directors may decline to register the   transfer of stock where such transfer is contrary to these Bye-Laws or the   terms of issue of the relevant stock and the Directors may decline to   register the transfer of stock in certificated form (not being fully paid   stock) to a person of whom they do not approve, and they may also decline to   register the transfer of stock in certificated form on which the Bank has a   lien.Power to decline to register   transfer in other circumstances

25.
The Directors may also   decline to permit any transfer of stock in certificated form unless:   (i)the transfer is accompanied by the certificate or (where no certificate   has been issued) the receipt for the stock to which it relates, and such   other evidence as the Directors may reasonably require to show the right of   the transferor to make the transfer;(ii)the transfer is in respect of one class of stock only; and(iii)the transfer is lodged at the registration department of the Bank, or at   such other place as the Directors may appoint.No fee shall be charged for the registration of   any instrument of transfer or other document relating to or affecting the   title to any stock in certificated form and the Bank shall be entitled to   retain any instrument of transfer which is registered.  63


The Directors may decline to register a transfer   of stock in certificated form or uncertificated form in favour of more than   four transferees jointly.If the Bank refuses to register a transfer of   any stock, the Bank shall within two months after the date on which the   transfer was lodged with the Bank in the case of stock held in certificated   form or within two months after the date on which the Bank receives the   relevant operator-instruction in the case of stock held in uncertificated   form, send to the transferee notice of the refusal.Nothing in these Bye-Laws shall preclude the   Directors from recognising a renunciation of the allotment of any stock by   the allottee in favour of some other person.Period during which   registration may be suspended

26.
The registration of transfers may be suspended   at such times and for such periods, not exceeding in the whole 30 days in   each year, as the Directors may from time to time determine. Provided however   that the Bank shall not close the Register relating to a participating   security without the consent of the operator.  TRANSMISSION OF STOCK  Title to stock of deceased   member

27.
In the case of the death of a member, the   survivor or survivors where the deceased was a joint holder, and the personal   representatives of the deceased where he was a sole holder, shall be the only   persons recognised by the Bank as having any title to his interest in the   stock; but nothing herein contained shall release the estate of a deceased   joint holder from any liability in respect of any stock which had been   jointly held by him with other persons.Transmission clause  evidence   of title

28.
Any person becoming entitled to stock in   consequence of the death or bankruptcy of a member may, upon such evidence   being produced as may from time to time properly be required by the Directors   and subject as hereinafter provided, elect either to be registered himself as   holder of the stock or to have some person nominated by him registered as the   transferee thereof, but the Directors shall in either case, have the same   right to decline or suspend registration as they would have had in the case   of a transfer of the stock by that member before his death or bankruptcy, as   the case may be.Notice to be given by   stockholder requiring registration

29.
If the person so becoming entitled elects to be   registered himself, he shall deliver or send to the Bank a notice in writing   signed by him stating that he so elects. If he elects to have another person   registered, he shall effect a transfer of the stock to such person in manner   provided in Bye-Law 23. All the limitations, restrictions and provisions of   these Bye-Laws relating to the right to transfer and the registration of   transfers of stock shall be applicable to any such notice or transfer as   aforesaid as if the death or bankruptcy of the member had not occurred and   the notice or transfer were made by that member.Person becoming entitled to   stock on death or bankruptcy to be entitled to dividend

30.
A person becoming entitled to stock by reason of   the death or bankruptcy of the holder shall be entitled to the same dividends   and other advantages to which he would be entitled if he were the registered   holder of the stock except that he shall not, before being registered as a   member in respect of the stock, be entitled in respect of it to exercise any   right conferred by membership in relation to General Courts, so, however,   that the Directors may at any time give notice requiring any such person to   elect either to be registered himself or to transfer the stock, and if the   notice is not complied with within 90 days, the Directors may thereupon  64


withhold payment of all dividends, bonuses or   other moneys payable in respect of the stock until the requirements of the   notice have been complied with.Stock transmitted in whole   units

31.
Ordinary Stock shall be transferable in   multiples of one unit of stock only and the Bank shall not be bound to   register or recognise any transfer of any fraction of a unit of Ordinary   Stock and the Directors may undertake and do such acts and things as they may   consider necessary or expedient for the purpose of giving effect to the   provisions of this Bye-Law.  FORFEITURE OF STOCK  If calls not paid notice to be   given to member

32.
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 the call or instalment   remains unpaid, serve notice on him requiring payment of so much of the call   or instalment as is unpaid together with any interest which may have accrued.Terms of notice

33.
The notice shall name a further day (not earlier   than the expiration of 14 days from the date of service of the notice) on or   before which the payment required by the notice is to be made, and shall   state that in the event of non-payment at or before the time appointed the   stock in respect of which the call was made will be liable to be forfeited.In default of payment stock may   be forfeited

34.
If the requirements of any such notice as   aforesaid are not complied with any stock in respect of which the notice has   been given may at any time thereafter, before the payment required by the   notice has been made, be forfeited by a resolution of the Directors to that   effect.Forfeited stock to be property   of Bank and may be sold

35.
Any forfeited stock may be sold or otherwise   disposed of on such terms and in such manner as the Directors think fit, and   at any time before a sale or disposition the forfeiture may be cancelled on   such terms as the Directors think fit. Where for the purposes of its disposal   such stock is to be transferred, the Directors may authorise any person to   execute an instrument of transfer where any such stock is held in   certificated form. Provided however that where any stock is held in   uncertificated form, the Directors may require the system-member holding the   stock in uncertificated form to transfer the stock to the person to whom the   stock is sold or disposed and the Directors may make such further   arrangements as they deem necessary to affect any such sale or disposal.Member whose stock has been   forfeited shall cease to be a member but remains liable

36.
A person whose stock has been forfeited shall   cease to be a member in respect of the forfeited stock, but shall,   notwithstanding, remain liable to pay to the Bank all moneys which, at the   date of forfeiture, were payable by him to the Bank in respect of the stock,   but his liability shall cease if and when the Bank shall have received   payment in full of all such moneys in respect of the stock.Declaration of forfeiture

37.
A statutory declaration that the declarant is a   Director or the Secretary of the Bank, and that the stock in the Bank has   been duly forfeited on a date stated in the declaration, shall be conclusive   evidence of the facts therein stated as against all persons claiming to be   entitled to the stock. The Bank may receive the consideration, if any, given for   the stock on any sale or disposition thereof and may effect a transfer of the   stock in accordance with Bye-Law 35 in favour of the person to whom the stock   is sold or disposed of and he shall thereupon be registered as the holder of   the stock, and shall not be bound to see to the application of the purchase   money, if any, nor shall his title to the stock be affected  65


by any irregularity or invalidity in the   proceedings in reference to the forfeiture, sale or disposal of the stock.Provisions as to forfeiture to   apply to any sum payable in respect of stock

38.
The provisions of these Bye-Laws as to   forfeiture shall apply in the case of non-payment of any sum which, by the   terms of issue of stock, becomes payable at a fixed time, whether on account   of the nominal value of the stock or by way of premium, as if the same had   been payable by virtue of a call duly made and notified.  INCREASE OF CAPITAL STOCK  Power to enlarge capital stock

39.
(a) The members of the Bank in General Court may   at any time and from time to time by resolution enlarge the capital stock of   the Bank by such amount as they think proper.(b) Whenever the capital stock of the Bank is so   enlarged, the Directors may, subject to the provisions of Bye-Laws 4, 5, 6   and 7, issue stock to such amount not exceeding the amount of such   enlargement as they think proper and may issue such stock at par or at a   premium and may receive from any person subscriptions in money or moneys   worth for such stock.(c) Subject to Bye-Law 71 or where the Bank is   required by these Bye-Laws to apply the reserves of the Bank to paying up the   2009 Bonus Stock, all Ordinary Stock so issued shall rank in equal priority   with the existing Ordinary Stock of the Bank and the holders of such   first-mentioned stock shall be members of the Bank and be entitled to the   same privileges and be subject to the same liabilities and be bound by the   same Bye-Laws as the holders of such existing Ordinary Stock.(d) A General Court may, by resolution, before the   issue of any new Ordinary Stock, determine that the same or any of it shall   be offered in the first instance, and either at par or at a premium to all   the holders of the existing Ordinary Stock in such proportion as nearly as   may be to the amount of such Ordinary Stock held by them respectively, or   make any other provisions as to the issue of such new Ordinary Stock; but in   default of any such determination and so far as the same shall not extend,   the new Ordinary Stock may be dealt with by the Directors as if it formed   part of the existing Ordinary Stock.(e) All subscriptions received by the Bank for any   new stock may be utilised by the Bank in any manner in which the moneys of   the Bank may be for the time being lawfully utilised. Except where the Bank   is required by these Bye-Laws to apply the reserves of the Bank to paying up   the 2009 Bonus Stock, nothing herein contained shall authorise the   application or distribution among the members of the Bank of any part of such   subscriptions by way of bonus or dividend.  PURCHASE OF OWN STOCK  Purchase of own stock

40.
(a) Subject to the provisions of, and to the   extent permitted by, the Acts, to any rights conferred on the holders of any   class of stock in the capital of the Bank and to the following paragraphs of   this Bye-Law, the Bank may purchase any of its stock of any class (including   any redeemable stock) and may cancel any  66


stock so purchased or hold   such stock as treasury stock, in accordance with Section 209 of the   Companies Act, 1990 (the treasury stock)   with liberty to re-issue any such treasury stock on such terms and conditions   and in such manner as the Directors may from time to time determine.(b) The Bank may purchase the 2009 Preference   Stock in accordance with Bye-Law 40(e). The Bank shall not make market   purchases of any of the other capital stock in the capital of the Bank unless   such purchases shall have been:-a.authorised by a special resolution passed by the members of the Bank at a   General Court in accordance with Section 215 of the Companies Act 1990   (a Section 215 resolution);   andb.consented to as provided for in Bye-Law 71(c).(c) The Bank shall not be required to select the   stock to be purchased on a pro rata basis or in any particular manner as   between the holders of stock of the same class or as between the holders of   stock of different classes or in accordance with the rights as to dividends   or capital attached to any class of stock.(d) For the purposes of any Section 215   resolution:(i)The   maximum number of units of stock authorised to be purchased shall be   specified in the Section 215 resolution;(ii)The minimum price which may be paid for any units of stock to be   purchased shall be the nominal value thereof;(iii)The maximum price which may be paid for any units of stock to be   purchased shall be 5 per cent. above the average of the closing quotation   prices of such units of stock as published in the Irish Stock Exchange Daily   Official List (or any successor publication thereto) 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 units of stock on the   Irish Stock Exchange, the price which is equal to the mid-point between the   high and low market guide prices in respect of such units of stock for that   business day, or 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).(e) The Bank may purchase the 2009 Preference   Stock in accordance with a resolution approved for the purpose of sections   213 and/or 214 of the Companies Act 1990 at the Extraordinary General Court   on or around 27 March 2009. Unless otherwise agreed by all the holders   of the 2009 Preference Stock, the Bank shall be required to select the stock   to be purchased on a pro rata basis. During the five year period commencing   on the 2009 Issue Date, each unit of the 2009 Preference Stock that the Bank   proposes to purchase in accordance with such authority shall be redeemable at   a price per unit equal to the amount paid on subscription (including   premium). On or after the fifth anniversary of the 2009 Issue Date, each unit   of the 2009 Preference Stock that the Bank proposes to purchase pursuant to   this authority shall be purchased at a price per unit equal to 125 per cent.   of the amount paid on subscription (including premium). On the purchase of   units of the 2009 Preference Stock the Bank shall pay the proportion of the   relevant 2009 Preference Dividend which shall have accrued on the units of   2009 Preference Stock to be purchased  67


up to the date of purchase or, at the option of the Bank in   accordance with the these Bye-Laws, the Bank shall issue the 2009 Bonus Stock   in respect of which issue rights have accrued on the units of the 2009   Preference Stock to be purchased up to the date of purchase. No other premium   or dividend (including 2009 Preference Dividend or part thereof) shall be   paid on any purchase of the 2009 Preference Stock. The terms of the purchase   of 2009 Preference Stock set out in this Bye-Law were approved for the   purposes of Sections 213 and 214 of the Companies Act 1990 at the   Extraordinary General Court of the Bank held on or around 27 March 2009.  RE-ISSUE OF TREASURY STOCK  Re-issue of Treasury Stock

41.
For the purposes of any resolution of the Bank proposing to   determine, in accordance with Section 209 of the Companies Act, 1990 the   re-issue price range at which any unit of treasury stock for the time being   held by the Bank may be re-issued off-market:(a) The   minimum price at which any units of treasury stock 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 ninety-five per cent. of the Appropriate Price (as defined below);(b) The   maximum price at which any units of treasury stock may be re-issued   off-market shall be one hundred and twenty per cent. of the Appropriate   Price; and(c) For   the purposes of paragraphs (a) and (b) of this Bye-Law the expression   the schemes shall mean the   Bank of Ireland Group Employee Stock Issue Scheme - 1997 for Ireland and the   United Kingdom respectively, the Bank of Ireland Group Stock Scheme - 1996,   and any other scheme or plan from time to time which involves the issue of   Ordinary Stock and which has been approved by the members at a General Court   of the Bank; and Appropriate Price   shall mean the average of the closing quotation prices as published in the   Irish Stock Exchange Daily Official List (or any successor publication   thereto) of units of stock of the same class as that of the treasury stock   which is to be re-issued for the five business days immediately preceding the   day of re-issue; and, in respect of any business day on which there shall be   no dealing in the units of stock of that class 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 units of stock for such 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).  GENERAL COURTS  All General Courts to be held in the State

42.
All General Courts shall be held in the State.Annual General Court

43.
The Bank shall in each year hold a General Court as its Annual   General Court in addition to any other General Court in that year, and shall   specify the Court as such in the notices calling it; and not more than 15   months shall elapse between the date  68


of one Annual General Court and that of the next. Subject thereto,   the Annual General Court in each year shall be convened by the Directors for   such day as they shall think fit.Distinction between Ordinary General Court and   Extraordinary General Court

44.
All General Courts other than Annual General Courts shall be called   Extraordinary General Courts.Directors power to convene Extraordinary General   Court

45.
The Directors may, whenever they think fit, convene an Extraordinary   General Court.Extraordinary General Court called for by members

46.
(a) Without   prejudice to the provisions of Bye-Laws 4, 5, 6 and 7 the Directors shall, on   the requisition of members of the Bank entitled to vote on a poll at a   General Court and together holding at the date of the deposit of the   requisition not less than one-tenth of the nominal amount of the Ordinary   Stock of the Bank then in issue in respect of which one tenth they have a   right to vote on a poll, forthwith proceed duly to convene an Extraordinary   General Court.(b) The   requisition must state the objects of the General Court and must be signed by   the requisitionists and deposited at the Office and may consist of several   documents in like form each signed by one or more requisitionists.(c) If   the Directors do not within twenty one days from the date of the deposit of   the requisition proceed duly to convene an Extraordinary General Court to be   held within two months from the said date, the requisitionists may themselves   convene an Extraordinary General Court, but any Extraordinary General Court   so convened shall not be held after the expiration of three months from the   said date.(d) A   General Court convened under this Bye-Law by the requisitionists shall be   convened in the same manner as nearly as possible as that in which General   Courts are to be convened by Directors.(e) Any   reasonable expenses incurred by the requisitionists by reason of the failure   of the Directors duly to convene an Extraordinary General Court shall be   repaid to the requisitionists by the Bank and any sum so repaid shall be   retained by the Bank out of any sum due or to become due from the Bank by way   of fees or other remuneration in respect of their services to such of the   Directors as were in default.(f) This   Bye-Law shall take effect in place of the provisions in the Charter for the   summoning of General Courts upon the demand of any nine or more members.(g) The   Government Preference Stockholder may requisition an Extraordinary General   Court in the manner provided by this Bye-Law 46 for the purpose of exercising   any voting rights it shall be entitled to exercise at such meeting in respect   of the 2009 General Voting Rights or the Provisional Voting Rights (where   such rights amount to at least one-tenth of the voting rights attaching to   the Ordinary Stock in issued at such time). This is without prejudice, and in   addition to, any rights that the Government Preference Stockholder may have   as a result of its holding of Ordinary Stock in the Bank.  69


NOTICE OF GENERAL COURTS  Notice of General Courts

47.
(a) An   Annual General Court, and an Extraordinary General Court called for the   passing of a special resolution or called for the passing of an ordinary   resolution where the 14 day period set out in paragraph (b) of this   Bye-law does not apply, shall be called by 21 days notice in writing at the   least.(b) An   Extraordinary General Court (other than an Extraordinary General Court called   for the passing of a special resolution) shall be called by 14 days notice   in writing at the least where:(i)the Bank offers the   facility for stockholders to vote by electronic means accessible to all   stockholders who hold units of capital stock in the Bank that carry rights to   vote at the relevant Extraordinary General Court; and(ii)a special resolution   reducing the period of notice to 14 days has been passed at the immediately   preceding Annual General Court or at an Extraordinary General Court held   since the immediately preceding Annual General Court.(c) A   notice convening an Annual General Court or an Extraordinary General Court   shall be exclusive of the day on which it is served or deemed to be served   and of the day for which it is given, and shall specify the place, day and   the hour of the meeting, and in the case of special business, the general   nature of that business, and shall be given, in manner hereinafter mentioned,   to such persons as are, under these Bye-laws, entitled to receive such   notices from the Bank.(d) For   the purposes of determining those persons entitled to attend or vote at a   General Court of the Bank, and how many votes such persons may cast, the Bank   may specify in the notice convening the General Court a time, not more than   forty eight hours before the time fixed for the Court, by which a person must   be entered on the Register in order to have the right to attend or vote at   such General Court and changes to entries on the Register after the time   specified in the relevant notice convening the General Court shall be   disregarded in determining the rights of any person to attend or vote at the   General Court notwithstanding any provisions in any enactment, these Bye-Laws   or other instrument to the contrary.Accidental omission to give notice not to invalidate   proceedings

48.
The accidental omission to give notice of a General Court to, or the   non-receipt of notice thereof by any person entitled to receive notice shall   not invalidate the proceedings at the General Court.  PROCEEDINGS AT GENERAL COURTS  Proceedings at General and Extraordinary General Courts

49.
(a) All   business shall be deemed special that is transacted at an Extraordinary   General Court, and also all that is transacted at an Annual General Court,   with the exception of declaring a dividend, the consideration of the   accounts, balance sheets and the reports of the Directors and Auditors, the   election of Directors in  70


the place of those retiring, the reappointment of   the retiring Auditors and the fixing of the remuneration of the Auditors, all   of which shall be deemed ordinary business.(b) Special   business shall be dealt with by way of an ordinary resolution save where a   special resolution is expressly required by these Bye-laws or by the Acts in   so far as they apply to the Bank from time to time, in which case such   special business shall be dealt with by way of a special resolution.(c) Ordinary business shall be dealt with by way of ordinary   resolution.(d) A   resolution shall be a special resolution when it has been passed by not less   than three-fourths of the votes cast by such members as, being entitled so to   do, vote in person or, where proxies are allowed, by proxy at a General   Court.(e) A   resolution shall be an ordinary resolution when it has been passed by a   simple majority of the votes cast by such members as, being entitled so to   do, vote in person or, where proxies are allowed, by proxy at a General   Court.(f) Subject   to the Acts and these Bye-laws, the Bank may by special resolution alter or   add to these Bye-laws and any alteration or addition so made shall, subject   to the provisions of these Bye-laws and the Acts, be as valid as if   originally contained therein, and be subject in like manner to alteration by   special resolution.Quorum for General Court

50.
No business shall be transacted at any General Court unless a quorum   of members is present at the time when the Court proceeds to business; save   as herein otherwise provided, ten persons present in person or by proxy and   entitled to vote shall be a quorum.If required quorum not present General Court to be   adjourned

51.
If within half an hour from the time appointed for the General Court   a quorum is not present, the Court, if convened upon the requisition of   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 Directors may determine, and if   at the adjourned Court a quorum is not present within half an hour from the   time appointed for the Court, the members present shall be a quorum.Chairman of General Court

52.
The Governor, or in his absence a Deputy Governor, shall preside as   Chairman at every General Court, but if none of them is present within 15   minutes after the time appointed for the holding of the Court and willing to   act, the Directors present shall elect one of their number to be Chairman of   that Court.If no Director present members to choose Chairman

53.
If at any General Court no Director is willing to act as Chairman or   if no Director is present within 15 minutes after the time appointed for   holding the Court, the members present shall choose one of their number to be   Chairman thereof.Chairman with consent may adjourn General Court

54.
The Chairman may, with the consent of any General Court at which a   quorum is present, and shall if so directed by the Court, adjourn the Court   from time to time and from place to place, but no business shall be transacted   at any adjourned Court other than the business left unfinished at the Court   from which the adjournment took place. When a Court is adjourned for 30 days   or more, notice of the adjourned Court shall be given as in the case of an   original Court. Save as aforesaid it shall not be necessary to give any   notice of an adjournment or of the business to be  71


transacted at an adjourned Court. Provided however and   notwithstanding the foregoing provisions of this Bye-Law the Chairman of any   General Court may at any time without the consent of the Court adjourn any   Court (whether or not it has commenced or a quorum is present) either   indefinitely or to another time or place where it appears to him that the members   wishing to attend cannot be conveniently accommodated in the place appointed   for the Court or an adjournment is otherwise necessary so that the business   of the Court may be properly conducted.How questions are to be decided

55.
At any General Court a resolution put to the vote of the Court shall   be decided on a show of hands unless, before the show of hands or before or   on the declaration of the result of the show of hands, a poll is demanded:(a) by the Chairman; or(b) by at least nine members of the Bank present in person or by   proxy and entitled to vote on a poll.Unless a poll is so demanded, a declaration by the Chairman that a   resolution has, on a show of hands, been carried or carried unanimously, or   by a particular majority, or lost, and an entry to that effect in the book   containing the minutes of the proceedings of the Bank 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. The demand for a poll may   be withdrawn.Poll to be taken if demanded

56.
Except as provided in Bye-Law 58, if a poll is duly demanded it shall   be taken in such manner as the Chairman directs, and the result of the poll   shall be deemed to be the resolution of the General Court at which the poll   was demanded.Equality of votes

57.
Where there is an equality of votes, whether on a show of hands or on   a poll, the Chairman of the General Court at which the show of hands takes   place or at which the poll is demanded, shall be entitled to a second or   casting vote.Poll demanded on election of Chairman or adjournment   to be taken forthwith

58.
A poll demanded on the election of a Chairman or on a question of   adjournment shall be taken forthwith. A poll demanded on any other question   shall be taken at such time as the Chairman of the General Court directs, and   any business other than that on which the poll is demanded may be proceeded   with pending the taking of the poll.  VOTES OF MEMBERS  Number of votes of members

59.
(a) Without   prejudice to the provisions of Bye-Laws 4, 5, 6 and 7 at any General Court,   on a show of hands every member being the holder of at least one unit of   Ordinary Stock of the Bank (including the Governor and Deputy Governor and   any other person who may be Chairman of the Court) present in person and   every proxy for every such member shall have one vote so however that no   individual shall have more than one vote; and on a poll every member   (including the Governor and Deputy Governor and any other person who may be   Chairman of the Court) present in person or by proxy shall have one vote for   each unit of Ordinary Stock of the Bank.(b) On   a poll, a person entitled to more than one vote need not use all his votes or   cast all the votes he uses in the same way.  72


(c) No   member shall be required to take, make or subscribe any such oath or   declaration as is mentioned in the Charter before or as a condition of voting   at any General Court.(d) This   Bye-Law 59 is subject to the voting rights set out in Bye-Law 6(I).Disclosure of Interests in Ordinary Stock

60.
(a) Any   member of the Bank may be required by notice from the Directors to declare by   statutory declaration whether he is beneficially entitled to the Ordinary   Stock of the Bank of which he is the registered holder and if he is not   beneficially entitled to the whole or any part of such Ordinary Stock to   disclose and specify every person in trust for whom or on whose behalf the   member holds the same; and where any member has been required to make such   declaration as aforesaid, he must do so within 14 days after the date of   service of the notice (the prescribed   period).(b) If   any member or any person appearing to be interested in Ordinary Stock in the   Bank held by such member has been duly served with a notice under this   Bye-Law and is in default for the prescribed period in supplying to the Bank   the information thereby required, then the Directors may, in their absolute   discretion at any time thereafter by notice (a disenfranchisement notice) to such member, direct that in   respect of the Ordinary Stock in relation to which the default occurred (the   default stock) (which   expression shall include any further Ordinary Stock which is issued in   respect of such Ordinary Stock), the member shall not be entitled to attend   or to vote, either personally or by proxy, at any General Court of the Bank   or to exercise any other rights conferred by membership in relation to   General Courts of the Bank.(c) Where   the default stock represents at least five per cent. of the Ordinary Stock   then in issue (or such other percentage as may be determined under the   provisions of Section 70 of the Companies Act, 1990), then the   disenfranchisement notice may additionally direct that:(i)any dividend   (or part thereof) or other money which would otherwise be payable in respect   of the default stock shall be retained by the Bank without any liability to   pay interest thereon when such money is finally paid to the member; and/or(ii)no transfer   of any Ordinary Stock held by such member shall be registered unless:1)the member is   not himself in default as regards supplying the information required; and2)the transfer   is part only of the members holding and when presented for registration is   accompanied by a certificate by the member in a form satisfactory to the   Directors to the effect that after due and careful enquiry, the member is   satisfied that none of the Ordinary Stock, the subject of the transfer, is   default stock.In relation to any stock which is held in   uncertificated form, the prohibition of transfers in this paragraph shall not   be effective to the extent that it is inconsistent with the Regulations, the   transfer of title to such stock by means of a relevant system or the   rules and requirements of the relevant system.(d) The   Bank shall send to each other person appearing to be interested in the Ordinary   Stock the subject of any disenfranchisement notice, a copy of the  73


disenfranchisement notice but the failure or   omission by the Bank to do so shall not invalidate such disenfranchisement   notice.(e) Save   as herein provided, any disenfranchisement notice shall have effect in   accordance with its terms for so long as the default in respect of which the   disenfranchisement notice was issued continues and for a period of one week   thereafter provided that the Directors may, at the request of the member   concerned, reduce or waive such one week period if they think fit.(f) Any   disenfranchisement notice shall cease to have effect in relation to any   Ordinary Stock which is transferred by such member by means of an approved   transfer.(g) For   the purposes of this Bye-Law:(i)A person   shall be treated as appearing to be interested in any Ordinary Stock if the   member holding such Ordinary Stock has given to the Bank a notification under   this Bye-Law which either:1)names such person as being   so interested; or2)fails to establish the   identities of those interested in the stock; and after (taking into account   the said notification and any other relevant notification under this Bye-Law   60), the Bank knows or has reasonable cause to believe that the person in   question is or may be interested in the stock; and(ii)A transfer of   Ordinary Stock is an approved transfer if, but only if:1)the Directors are   satisfied that the transfer is made pursuant to a sale of the whole of the   beneficial ownership of the Ordinary Stock to a party unconnected with the   member and with other persons appearing to be interested in such stock; or2)the transfer results from   a sale made through a recognised Stock Exchange.(h) Where   any stock the subject matter of a disenfranchisement notice under paragraph   (c) above is held in uncertificated form, the Directors may, subject to   the Regulations, take such further steps (including requiring that such stock   be converted into certificated form) as the Directors shall think fit for the   purpose of giving effect, so far as practicable, to the prohibition of   transfers in sub-paragraph (c)(ii) above.Joint stockholders

61.
Where there are joint holders, the vote of the senior who tenders a   vote 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.How members non compos mentis may vote

62.
A member of unsound mind, or in respect of whom an order has been   made by a court having jurisdiction in lunacy, may vote, whether on a show of   hands or on a poll, by his committee, receiver, guardian or other person   appointed by that court, and any such committee, receiver, guardian or other   person may vote by proxy on a show of hands or on a poll.  74


No member in arrear may vote

63.
No member shall be entitled to vote at any General Court unless all   calls or other sums immediately payable by him in respect of capital stock of   the Bank have been paid.No objections to be raised to qualification of voter   except at General Court or adjournment

64.
No objection shall be raised to the qualification of any voter except   at the General Court or adjourned Court at which the vote objected to is   given or tendered, and every vote not disallowed at such Court shall be valid   for all purposes. Any such objection made in due time shall be referred to   the Chairman of the Court, whose decision shall be final and conclusive.Votes may be given in person or by proxy

65.
Votes may be given either personally or by proxy. A member shall not   be entitled to appoint more than one proxy to attend on the same occasion;   save that where a member holds a separate holding of stock as trustee or   nominee for some other person, the member shall be entitled to appoint a   separate proxy in respect of each such separate holding.Proxy to be given in writing by appointer or   attorney

66.
The instrument appointing a proxy shall be in writing under the hand   of the appointer or of his attorney duly authorised in writing, or, if the   appointer is a body corporate, either under seal or under the hand of an   officer or attorney duly authorised. A proxy need not be a member of the   Bank.Deposit of proxy

67.
The instrument appointing a proxy and the power of attorney or other   authority, if any, under which it is signed, or a notarially certified copy   of that power or authority shall be deposited at the Office or at such other   place within the State as is specified for that purpose in the notice   convening the General Court, not less than 48 hours before the time for   holding the Court or adjourned Court at which the person named in the   instrument proposes to vote, or, in the case of a poll, not less than 48   hours before the time appointed for the taking of the poll, and, in default,   the instrument of proxy shall not be treated as valid.Form of proxy

68.
An instrument appointing a proxy shall be in writing in any usual or   common form or in any other form which the Directors may accept or approve.Proxy to be deemed to confer authority to demand   poll

69.
The instrument appointing a proxy shall be deemed to confer authority   to demand or join in demanding a poll.Vote by proxy to be available although authority   revoked or stock transferred

70.
(a)A vote given   in accordance with the terms of an instrument of proxy shall be valid   notwithstanding the previous death or insanity of the principal or revocation   of the proxy or of the authority under which the proxy was executed or the   transfer of the stock in respect of which the proxy is given, if no intimation   in writing of such death, insanity, revocation or transfer as aforesaid is   received by the Bank at the registration department of the Bank or at such   other place as the Directors may appoint, at least two hours before the time   specified in the relevant notice of the meeting of the General Court or   adjourned Court at which the proxy is used.(b)When two or more valid but   differing instruments of proxy are delivered in respect of the same stock for   use at the same meeting, the one which is last delivered (regardless of its   date or of the date of its execution) shall be treated as replacing and   revoking the others as regards that stock and if the Bank is unable to   determine which was last delivered, none of them shall be treated as valid in   respect of that stock.  75


CAPITAL RESOLUTIONS  Capital Resolutions

71.
(a)No resolution   at a General Court to alter the capital stock of the Bank, or to authorise   the Directors to alter the capital of the Bank, by way of:(i)an increase   in the capital stock of the Bank, the reissue of treasury stock or the   allotment of any unissued capital stock of the Bank, save for the issue of   additional preference stock pursuant to the rights attaching to any euro   Preference Stock, Sterling Preference Stock or 2005 Preference Stock allotted   prior to the 2009 Issue Date or for the issue of 2009 Bonus Stock or the   issue of capital stock to fund the repurchase or redemption of the 2009   Preference Stock; and/or(ii)the redemption,   consolidation, conversion or sub-division of the capital stock of the Bank,   save for any repurchase or redemption of the 2009 Preference Stock or the   issue of 2009 Bonus Stock,(each a Capital Resolution)   shall be passed by the General Court without the consent in writing of the   Minister for Finance.(b)The Directors shall not   exercise any authority granted by a General Court pursuant to a Capital   Resolution passed before 27 March 2009 without the consent in writing of   the Minister for Finance, provided that the consent of the Minister for   Finance to the issue of the 2009 Preference Stock pursuant to the authorities   granted at the Extraordinary General Court held on or around 27   March 2009 is not required.The rights of the Minister for Finance set out in Bye-Laws   71(a) and 71(b) shall be extinguished and cease to be exercisable   on the first in time to occur of either, (A) the Government Preference   Stockholder (or all of the Government Preference Stockholders, where there is   more than one Government Preference Stockholder) transfers, or otherwise   disposes of all of the 2009 Preference Stock to any person or persons who is   not a Government Preference Stockholder or a Government Body, or (B) all   of the 2009 Preference Stock is redeemed or repurchased by the Bank.  CORPORATIONS SOLE OR BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS  Corporations sole or bodies corporate acting by   representatives at meetings

72.
Any corporation sole or body corporate which is a member of the Bank   may, by a document executed by or on behalf of such corporation sole or   resolution of its Directors or other governing body of such body corporate,   authorise such individual as it thinks fit to act as its representative at any   General Court of the Bank. Any individual so authorised shall not be entitled   to appoint a proxy but shall otherwise be entitled to exercise the same   powers on behalf of the corporation sole or body corporate which he   represents as that representative could exercise if he were an individual   member of the Bank present in person and the expression present in person appearing in these   Bye-Laws shall include where such person is a corporation sole or a body   corporate its representative duly authorised in accordance with this Bye-Law.  DIRECTORS  Number of Directors

73.
The number of Directors (including the Governor and Deputy Governor)   shall not be less than 10 and not more than 18 subject always to Bye-Law   100(p).  76


Remuneration of Directors

74.
The remuneration of the Directors shall from time to time be   determined by the Bank in General Court. Such remuneration shall be divided   among them as the Court of Directors shall determine. All such remuneration shall   accrue from day to day and in the case of any Director shall, unless and to   the extent that the Directors otherwise determine, be independent of any   remuneration to which he may be entitled in respect of any other office or   appointment under the Bank or any subsidiary of the Bank. The Directors may   also be paid all travelling, hotel and other expenses properly incurred by   them in attending and returning from Courts of Directors or any committee   appointed by the Directors or General Courts or in connection with the   business of the Bank.Remuneration for special services

75.
If any Director shall devote to the business of the Bank or any   subsidiary of the Bank either his whole time and attention or more of his   time and attention than in the opinion of the Directors would usually be so   devoted by a person holding such office, or shall undertake or perform any   duties or services other than those which, in the opinion of the Directors   would usually be undertaken or performed by a person holding such office, or   shall be called upon to perform and shall perform extra services or make any   special exertions for any of the purposes of the Bank or any subsidiary of   the Bank or shall serve on any committee, then, and in any of such cases the   Directors may remunerate the Director concerned either by a fixed sum, annual   or otherwise, or in such other manner (including, but without limitation, the   payment of or arrangement for the purpose of providing any pension or other   retirement allowance or gratuity) as shall be determined by the Directors and   such remuneration may at the discretion of the Directors be either in   addition to or in substitution for all or any part of any other remuneration   to which such Director may be entitled under these Bye-Laws.Residence and stock qualifications of Directors

76.
(a) The   Governor or Deputy Governor and a majority of the other Directors shall be   resident in the State.

(b) The   Governor, each Deputy Governor and each Director who is not a Government   Appointee for the time being shall be required to hold 1,000 units of   Ordinary Stock of the Bank.

(c) The   office of the Governor, Deputy Governor or Director who is not a Government   Appointee shall be vacated if the Governor, Deputy Governor or Director (as   the case may be) does not within two months from the date of his election or   appointment obtain his appropriate stock qualification, or if after the   expiration of the said period he ceases at any time to hold such stock   qualification.(d) A   person vacating office under this Bye-Law shall be incapable of being   re-elected or re-appointed thereto until he has obtained his stock   qualification.Declarations to be made by Directors

77.
Any person who shall be appointed or elected as Governor, Deputy   Governor or Director shall on election or appointment and thereafter at least   once in every three years make and sign, within such time as may be   determined by the Court of Directors, the declarations (adapted as may be   necessary in respect of stock qualifications) mentioned in the Charter and   the Banks Acts and deliver such declarations to the Bank.Directors may become interested in company promoted   by Bank

78.
A Director of the Bank may be or become a director or other officer   of or otherwise interested in, any company promoted by the Bank or in which   the Bank may be interested as shareholder or otherwise, and no such Director   shall be accountable to the Bank for any remuneration or other benefits,   received by him as  77


a director or officer of, or from his interest   in such other company unless the Bank otherwise directs.Borrowing powers of Directors   and register of charges

79.
(a)  The Directors may exercise all the powers of   the Bank to borrow money and give security therefor.(b) For as long as Section 99(2) of the   Companies Act, 1963, or any statutory provision or enactment amending or   replacing the same, shall not apply to the Bank, the Bank shall keep a   register of all charges identified in the said section and shall enter in   such register the following particulars:(i)The names and addresses of the chargee;(ii)The date of creation of the charge;(c)  Every such register of charges identified in   sub-paragraph (b) above shall, except when duly closed, be open to   inspection by the registered chargee of any such charge without fee and by   any other person on payment of such fee, as may be prescribed by the   Directors from time to time;(d) Any such registered chargee or any other   person may require a copy of the register of holders of charges identified in   sub-paragraph (b) above of the Bank or any part thereof, on payment of   such fee as may be prescribed by the Directors from time to time.Powers and duties of Directors

80.
The business of the Bank shall be managed by the   Directors, who may exercise all such powers of the Bank as are not, by the   Charter, the Bank Acts or these Bye-Laws required to be exercised by the Bank   in General Court, subject, nevertheless, to any of the provisions of the   Charter, the Bank Acts or these Bye-Laws and to such directions, not being   inconsistent with the aforesaid provisions, as may be given by the Bank in   General Court; but no direction given by a General Court shall invalidate any   prior act of the Directors which would have been valid if that direction had   not been given.Directors power to appoint   attorney

81.
The Directors may from time to time and at any   time by power of attorney appoint any company, firm or person or body of   persons, whether nominated directly or indirectly by the Directors, to be the   attorney or attorneys of the Bank for such purposes and with such powers,   authorities and discretions (not exceeding those vested in or exercisable by   the Directors under these Bye-Laws) 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 of persons dealing with any such attorney   as the Directors may think fit, and may also authorise any such attorney to   delegate all or any of the powers, authorities and discretions vested in him.Director who is interested in   contract with the Bank must disclose his interest

82.
(a) It shall be the duty of a Director who is in   any way, whether directly or indirectly, interested in a contract or proposed   contract with the Bank to declare the nature of his interest at a Court of   Directors.

(b) In the case of a proposed contract, the   declaration to be made by a Director shall be made at the Court of Directors   at which the question of entering into the contract is first taken into   consideration, or if the Director was not at the date of that Court   interested in the proposed contract, at the next Court of Directors held   after he became so interested; and in a case where the Director  78


becomes interested in a   contract after it is made, the said declaration shall be made at the first   Court of Directors held after the Director becomes so interested.(c) For the purposes of this Bye-Law, a general   notice given to the Court of Directors by a Director to the effect that he is   a member and/or director of a specified company or firm and is to be regarded   as interested in any contract which may, after the date of such notice, be   made with that company or firm, shall be deemed to be sufficient declaration   of interest in relation to any contract so made, but no such notice shall be   of effect unless either it is given at a Court of Directors or the Director   takes reasonable steps to secure that it is brought up and read at the next   Court of Directors after it is given.(d) A copy of every declaration made and notice   given in pursuance of this Bye-Law 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 or   Auditor of the Bank at the Office and shall be produced at any Court of   Directors if any Director so requests in sufficient time to enable the book   to be available at such Court.Director may hold office under   the Bank

83.
A Director may hold any other office or place of   profit under the Bank (other than the office of Auditor) in conjunction with   his office of Director for such period and on such terms as to remuneration   and otherwise as the Directors may determine, and no Director or intending   Director shall be disqualified by his office from contracting with the Bank   either with regard to his tenure of any such other office or place of profit   or as vendor, purchaser or otherwise, nor shall any such contract or any   contract or arrangement entered into by or on behalf of the Bank in which any   Director is in any way interested, be liable to be avoided, nor shall any   Director so contracting or being so interested be liable to account to the   Bank for any profit realised by any such contract or arrangement by reason of   such Director holding that office or of the fiduciary relation thereby   established.Director may act for Bank in   professional capacity

84.
Any Director may act by himself or his firm in a   professional capacity for the Bank, and he or his firm shall be entitled to   remuneration for professional services as if he were not a Director; but   nothing herein contained shall authorise a Director or his firm to act as   Auditor to the Bank.Signing of cheques etc.

85.
All cheques, promissory notes, drafts, bills of   exchange and other negotiable instruments and all receipts for moneys paid to   the Bank shall be signed, drawn, accepted, endorsed or otherwise executed, as   the case may be, by such person or persons and in such manner as the   Directors shall from time to time by resolution determine.Minutes to be kept of   proceedings of Directors

86.
The Directors shall cause minutes to be made in   books provided for that purpose:

(a) of all appointments made by the Directors;

(b) of the names of the Directors present at each   Court of Directors and of any committee of Directors;

(c) of all resolutions and proceedings at all   General Courts, Courts of Directors, and of committees appointed by the   Directors.Directors pensions

87.
The Directors on behalf of the Bank may pay a   gratuity or pension or allowance on retirement to any Director or to his   widow or dependants, and may make  79


contributions to any fund and pay premiums for   the purchase or provision of any such gratuity, pension or allowance.When office of Director is to   be vacated

88.
The office of Director shall be vacated if the   Director:

(a) ceases to be a Director by virtue of Bye-Law   76 (c); or

(b) is adjudged bankrupt in the State or in   Northern Ireland or Great Britain or makes any arrangement or composition   with his creditors generally; or

(c) fails to make and deliver the declaration   required by Bye-Law 77 within the time therein specified or within such   further period as may be allowed by the Court of Directors; or

(d) becomes of unsound mind; or

(e) resigns his office by notice in writing to the   Bank; or

(f) is convicted of an indictable offence unless   the Directors otherwise determine; or

(g) is for more than 6 months absent without   permission of the Directors from Courts of Directors held during that period;   or

(h) ceases to be a Director by virtue of any   provision of the Acts or becomes prohibited by law from being a Director.

(i) in the case of Government Appointee, if   removed from office by the Government Preference Stockholder pursuant to Bye-Law   100.  GOVERNOR AND DEPUTY GOVERNOR  Election of Governor and Deputy   Governor

89.
(a) The Governor and Deputy Governor shall be   elected from time to time by the Court of Directors from amongst their own   number on such terms as to remuneration and otherwise and for such period as   the Court of Directors think fit but any Governor and Deputy Governor may be   removed from office by the Court of Directors before the expiry of such   period. In case any casual vacancy in the office of Governor or Deputy Governor   shall occur by death, resignation or otherwise, the vacancy shall, forthwith   in the case of a Governor and as soon as convenient in the case of a Deputy   Governor, be filled by the Court of Directors electing one of their number to   such office.(b) Where a person ceases to hold the office of   Governor or Deputy Governor such person may continue to be a Director until   the next General Court for the annual election of Directors and shall then be   eligible for re-election as a Director.  MANAGING AND EXECUTIVE DIRECTORS  Appointment of Managing   Director and Executive Directors

90.
The Directors may from time to time appoint one   or more of themselves to the office of Managing Director or Executive   Director for such period and on such terms as to remuneration and otherwise   as they think fit, and, subject to the terms of any agreement entered into in   any particular case, may revoke such appointment. The appointment of a   Director to the office of Managing Director or Executive Director shall   (without prejudice to any claim such Director may have for damages for breach   of any contract of service between such Director and the  80


Bank) be automatically determined if such   Director ceases from any cause to be a Director, provided however that this   shall not apply if such Director shall retire by rotation in accordance with   Bye-Law 92 and be re-appointed at the meeting at which such retirement took   effect.Directors may empower Managing   Director to act for Bank

91.
The Directors may entrust to and confer upon a   Managing Director or Executive Director any of the powers exercisable by them   upon such terms and conditions and with such restrictions as they may think   fit, and either collaterally with or to the exclusion of their own powers,   and may from time to time revoke, withdraw, alter or vary all or any of such   powers.  APPOINTMENT AND RETIREMENT OF DIRECTORS  Retirement by rotation of   Directors

92.
Except as provided in Bye-Law 100(i), at the   Annual General Court in each year one-third of the Directors (including any   Director holding the office of Governor, Deputy Governor, Managing Director   or Executive Director) for the time being, or, if their number is not three   or a multiple of three then the number nearest one-third shall retire from   office ensuring at all times that each Director shall retire every three   years. A Director retiring pursuant to this Bye-Law shall retain office until   the conclusion of the Annual General Court at which he retires.Which Directors to retire

93.
The Directors to retire in every year shall be   those who have been longest in office since their last election but as   between persons who became Directors on the same day, those to retire shall   (unless they otherwise agree among themselves) be determined by lot.Retiring Directors eligible for   re-election

94.
A retiring Director shall be eligible for   re-election.Power of General Court to fill   a vacancy caused by retirement of Director

95.
The General Court at which a Director retires   may fill the vacated office by electing a person thereto and in default the   retiring Director shall, if offering himself for re-election, be deemed to   have been re-elected unless at such Court it is expressly resolved not to fill   such vacated office, or unless a resolution for the re-election of such   Director has been put to the meeting and lost.Candidates for office of   Director to be nominated in writing

96.
No person other than a Director retiring at a   General Court shall, unless recommended by the Directors, be eligible for   election to such office at that Court unless not less than thirty-five days   or more than forty-two days before the day appointed for the Court there   shall have been left at the Office notice in writing signed by a member   entitled to attend and vote at the Court for which such notice is given of   his intention to propose such person for election and also notice in writing   signed by that person of his willingness to be elected. A member may not   propose himself for appointment.When Directors may fill office   of Director

97.
The Directors shall have power at any time and   from time to time to appoint any person to be a Director, either to fill a   casual vacancy or as an addition to the existing Directors, but so that the   total number of Directors shall not at any time exceed the number fixed in   accordance with Bye-Law 73. Any Director so appointed shall retire at the   next following Annual General Court, and shall then be eligible for   re-election but shall not be taken into account in determining the Directors   who are to retire by rotation at such Court. A Director retiring pursuant to   this Bye-Law shall retain office until the conclusion of the Annual General   Court at which he retires.98.
A General Court may, by resolution, of which   notice has been given to the Director concerned, remove any Director before   the expiration of his period of office notwithstanding anything in these   Bye-Laws or in any agreement between the  81


Bank and such Director. Such removal shall be   without prejudice to any claim such Director may have for damages for breach   of any contract of service between him and the Bank.Power of General Court to fill   casual vacancy

99.
Subject to Bye-Law 100(a), a General Court may,   by resolution, appoint another person in place of a Director removed from   office under the preceding Bye-Law and without prejudice to the powers of the   Directors under Bye-Law 97 a General Court may appoint any person to be a   Director either to fill a casual vacancy or as an additional Director, but so   that the total number of Directors shall not at any time exceed the number   fixed in accordance with Bye-Law 73. A person so appointed shall be subject to   retirement at such time as if he had become a Director on the day on which   the Director in whose place he is appointed was last elected a Director.  DIRECTORS NOMINATED BY THE GOVERNMENT PREFERENCE STOCKHOLDER  100.
(a)Following the adoption of this Bye-Law 100:(i)where the total number of Directors (including those to be appointed   pursuant to this Bye-Law 100) is 16, 17 or 18, four persons;(ii)where the total number of Directors (including those to be appointed   pursuant to this Bye-Law 100) is 15 or less, the number of persons equal to   25 per cent. of the total number of Directors (including those to be   appointed pursuant to this Bye-Law 100) rounded up or down to the nearest   integer (and for the avoidance of doubt the number 0.5 shall be rounded up to   the nearest integer),Directors nominated by the   Government Preference Stockholder


can be appointed, maintained   (subject to Section 182 of the Companies Act 1963, to the extent   applicable to the Bank) and removed as Directors by the Government Preference   Stockholder (or the Government Preference Stockholders acting together, where   there is more than one Government Preference Stockholder) in accordance with   this Bye-Law 100 (together the Government   Appointees and any one a Government   Appointee).(b)Any person appointed to the Court of Directors of the Bank pursuant to a   requirement imposed on the Bank pursuant to an agreement, condition or scheme   pursuant to Section 6 of the Credit Institutions (Financial Support) Act   2008 (as may be amended or re-enacted from time to time or pursuant to any   similar or substitute legislation from time to time), including the Credit   Institutions (Financial Support) Scheme 2008, shall be deemed to be a   Government Appointee for the purposes of this Bye-Law 100.(c)The Government Preference Stockholder may at any time designate a person   who is at the time of such designation a Director of the Bank as a Government   Appointee, subject to the prior written agreement of such person.(d)A Government Appointee may be appointed a Director of the Bank by the   Government Preference Stockholder delivering a notice in writing of such   appointment to the Governor. If not previously effected as aforesaid, the   appointment of the Government Appointee as a Director shall be deemed to have   taken effect on the day specified in the notice provided that this shall be   after receipt by the Governor of such notice from the Government Preference   Stockholder.  82


(e)The Government Preference Stockholder shall be entitled at its   discretion, but subject to law, to enter into and to vary from time to time,   agreements and arrangements with the Government Appointees as to their terms   of appointment, terms of office and their resignation or removal, provided   that the Bank shall not be required to be party to such agreements or   arrangements and shall not be obliged to observe or perform them.(f)The Government Preference Stockholder may at any time, by notice in   writing to the Bank, with copies to the Governor and to the Government   Appointee concerned, remove from office as a Director of the Bank any of the   Government Appointees and every such removal shall be deemed to take effect   forthwith upon receipt of such notice by the Bank. Subject to the Companies   Act 1963 (to the extent applicable), a Government Appointee shall not be   removed from the Board other than by the Government Preference Stockholder in   accordance with this Bye-Law.(g)If there shall not at any time be in office all of the Government   Appointees capable of appointment under this Bye-Law 100, the Bank shall   maintain sufficient vacancies on its Court of Directors to effect promptly   the appointment(s) as Director(s) of any Government   Appointee(s) in accordance with the provisions of this Bye-Law 100.(h)Nothing in Bye-Law 73 shall restrict the right of the Government   Preference Stockholder to appoint a Government Appointee and if the   appointment of a Government Appointee would result in the maximum number of   Directors provided for in Bye-Law 73 to be exceeded, the Directors of the   Bank (excluding the Governor, Deputy Governor and executive Directors) who   are not Government Appointees shall unless otherwise agreed amongst such   Directors draw lots to determine which of their number shall be deemed to   have resigned upon the Government Appointee taking office such that the   maximum number of Directors provided for in Bye-Law 73 is not exceeded.(i)The Government Appointees shall not retire by rotation and the Government   Appointees for the time being in office shall not be included in calculating   the total number of Directors pursuant to Bye-Law 92, by reference to which   the number of Directors who are to retire by rotation in any year is to be   determined, and Bye-Laws 92 to 94 inclusive (Retirement of Directors) shall   not apply to Government Appointees, provided that no Government Appointee may   serve as a Director for a period longer than nine years after the date of   his/her appointment and shall be deemed to have retired from office on the   date that is nine years after the date of his/her first appointment as a   Director.(j)If the Government Preference Stockholder removes any Government Appointee   from office as a Director or procures his/her resignation from office   pursuant to this Bye-Law 100, the Government Preference Stockholder shall   indemnify the Bank against all losses, liabilities, expenses, damages and   costs incurred by it in connection with his/her removal or resignation.(k)The Government Preference Stockholder may elect to conduct a claim   referred to in Bye-Law 100(j), and if it so elects the Government Preference   Stockholder shall keep the Bank informed of such conduct of the claim and   shall consult with the Bank, so far as it is practicable for it to do so, as   to the actions taken by him. The Bank may, by agreement with  83


the Government Preference   Stockholder assume control of such claim (whereupon it shall similarly keep   the Government Preference Stockholder informed of such conduct of the claim   and consult with it so far as it is practicable for it to do so).(l)Nothing in Bye-Law 103 (Restriction on Directors voting on contracts in   which they are interested) shall restrict a Government Appointee from   participating fully in any meeting of the Directors or voting on any matter   unless the Government Appointee has an interest in the matter in a manner   which concerns him personally. For the avoidance of doubt none of the   following shall be regarded as giving rise to such an interest:-1.the fact that he or she was appointed by the Government Preference   Stockholder;2the fact that a Government Preference Stockholder may have an interest in   the matter;3.the matter relates to a matter that requires the consent of the   Government Preference Stockholder;4.the matter relates to a circumstance that may entitle the Government   Preference Stockholder to exercise the 2009 General Voting Rights or the   Provisional Voting Rights;5.the payment of dividends on the 2009 Preference Stock or the issue of the   2009 Bonus Stock;6.the matter concerns compliance with the laws or regulations of the State;   or7.a Government Preference Stockholder has made or issued any statement or   policy in respect of such matter;(m)The number of Directors shall not be increased to more than 18 Directors   without the prior written consent of the Government Preference Stockholder.(n)The rights of the Government Preference Stockholder pursuant to this   Bye-Law 100 shall cease to apply if:(i)the Government Preference Stockholder (or all of the Government   Preference Stockholders, where there is more than one Government Preference   Stockholder) transfers or otherwise disposes of all of 2009 Preference Stock   (or any beneficial or legal interest in all of the 2009 Preference Stock) to   any person who is not a Government Preference Stockholder or a Government   Body; or(ii)all of the 2009 Preference Stock is redeemed or repurchased by the Bank,and for the avoidance of   doubt once the rights to appoint Government Appointees pursuant to this   Bye-Law 100 have been extinguished pursuant to this Bye-Law 100(q) they   shall not be capable of being reinstated in favour of any holder of the 2009   Preference Stock.  84


(o)For the avoidance of doubt, no 2009 Preference Stockholder who is not a   Government Preference Stockholder shall be entitled to exercise any rights of   appointment, replacement or removal in respect of a Government Appointee   pursuant to this Bye-Law 100.(p)Where there is more than one Government Preference Stockholder, the act   of any one Government Preference Stockholder in exercising its rights under   this Bye-Law 100 shall be deemed to be the act of all of the Government   Preference Stockholders together and shall be binding on all of them.  PROCEEDINGS OF DIRECTORS AND COMMITTEES  Court of Directors

101.
(a) The Directors may meet together as the Court   of Directors 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. Where there is an equality of votes, the   Chairman shall have a second or casting vote. The Governor or Deputy Governor   may, and the Secretary on the requisition of a Director shall, at any time   summon a Court of Directors. If the Directors so resolve, it shall not be   necessary to give notice of a Court of Directors to any Director who, being   resident in the State, is for the time being absent from the State.(b) Notice of a meeting of the Directors shall be   deemed to be duly given to a Director if it is given to him 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   approved by the Directors to him at his last known address or any other   address given by him to the Bank for this purpose.(c) A Director may participate in a meeting of the   Directors or any committee of the Directors by means of conference telephone,   televisual link or other telecommunications equipment by means of which all   persons participating in the meeting can hear each other speak and such   participation in a meeting shall constitute presence in person at the   meeting.(d) A resolution or other document in writing   signed by all the Directors entitled to receive notice of a meeting of   Directors shall be as valid as if it had been passed at a meeting of   Directors duly convened and held and may consist of several documents in the   like form each signed by one or more Directors, and such resolution or other   document or documents when duly signed may be delivered or transmitted   (unless the Directors shall otherwise determine either generally or in any   specific case) by facsimile transmission or some other similar means of   transmitting the contents of documents.Directors quorum

102.
The quorum necessary for the transaction of the   business at a Court of Directors may be fixed by the Directors, and unless so   fixed shall be five.Director shall not vote in respect   of contract in which he is interested

103.
(a) 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 an interest which (together with any interest of   any person connected with him) is a material interest otherwise than by   virtue of his interest in stock, shares or debentures or other securities of   or otherwise in or through the Bank. A Director shall not be counted in the   quorum at a Court of Directors or a meeting of a committee appointed by the   Directors in relation to any resolution on which he is debarred from voting.  85


(b) 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:(i)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   Bank or any of its subsidiaries.(ii)The giving of any security or indemnity to a third party in respect of a   debt or obligation of the Bank 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.(iii)Any proposal concerning an offer of shares, stock or debentures or other   securities of or by the Bank 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.(iv)Any proposal concerning any other company in which he is interested,   directly or indirectly and whether as an officer or shareholder or   stockholder 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 other company (or of any third company through which   his interest is derived) or of the voting rights available to members of the   relevant company (any such interest being deemed for the purpose of this   Bye-Law 101 to be a material interest in all circumstances).(v)Any proposal concerning the adoption, modification or operation of a   superannuation fund or retirement benefit scheme or stock ownership or stock   option 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.(c) Where proposals are under consideration   concerning the appointment (including fixing or varying the terms of   appointment) of two or more Directors to offices or places of profit under   the Bank or any company in which the Bank 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 paragraph (b) (iv) of this Bye-Law) shall be entitled to   vote (and be counted in the quorum) in respect of each resolution except that   concerning his own appointment.(d) If any question shall arise at any Court of   Directors or any meeting of a committee appointed by the Directors 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   Court of Directors or the meeting of the committee and his ruling in relation   thereto shall be final and conclusive except in a case where the nature or   extent of the interest of the Director concerned has not been fairly   disclosed.(e) The Bank may in General Court at any time   suspend or relax the foregoing provisions of this Bye-Law 103 to any extent   either generally or in respect of any particular transaction or ratify any   transaction not duly authorised by reason of a contravention of this Bye-Law   103.  86


(f) For the purpose of this Bye-Law connected person or person connected with a Director is   defined as:(i)a person is connected with a Director if, but only if, he is:a)that Directors spouse, parent, brother, sister or child;b)a person acting in his capacity as the trustee of any trust, the   principal beneficiaries of which are the Director, his spouse, or any of his   children or any body corporate which he controls; orc)a partner of that Director;unless   that person is also a Director of the Bank;(ii)a body corporate shall also be deemed to be connected with a Director if   it is controlled by that Director;(iii)for the purposes of this definition, a Director shall be deemed to   control a body corporate if, but only if, such Director is alone or together   with any of the persons referred to in sub-paragraphs (a), (b) or   (c) of (f)(i) above, interested in more than one-half of the equity   share capital of that body or entitled to exercise or control the exercise of   more than one-half of the voting power at any general meeting of that body in   this sub-paragraph (f)(iii) equity   share capital has the same meaning as in Section 155 of the   Companies Act, 1963; and references to voting power exercised by a Director   shall include references to voting power exercised by another body corporate   which that Director controls.Directors may act   notwithstanding a vacancy in number

104.
The continuing Directors may act notwithstanding   any vacancy in their number but, if and so long as their number is reduced   below the number fixed by or pursuant to these Bye-Laws as the necessary   quorum of Directors, the continuing Directors or Director may act for the   purpose of increasing the number of Directors to that number or of summoning   a General Court but for no other purpose.Chairman of Court of Directors

105.
The Governor, or in his absence a Deputy   Governor, shall preside as Chairman at every Court of Directors, but if at   any Court of Directors none of them is present within 15 minutes after the   time appointed for holding the same, the Directors present may choose one of   their number to be Chairman of that Court.Directors Powers of Management

106.
The Directors may make such arrangements as they   think fit for the management, organisation and administration of the Bank   either in the State or elsewhere. For these purposes:

(a) The Directors may establish any committee or   committees consisting of one or more Directors and the Directors may appoint   to any such committee such other person or persons as they think fit provided   that at any time the majority of members of any such committee shall be   Directors and no resolution of that committee shall be effective unless a   majority of the members of the committee present at the meeting are   Directors.(b) The Directors may establish divisional, local   or management boards to which they may appoint any person or persons as   members to be divisional directors, local directors or management directors.  87


(c) The Directors may   appoint such executives, managers, administrative officers, employees,   advisers, attorneys or agents for such a period and on such terms as they   think fit.

(d) Where the   Directors consider that the advice or assistance of any person would for any   reason be beneficial to the Bank, the Directors may appoint such person to be   an advisory director.

(e) The Directors may   from time to time fix or vary the terms of appointment and the appropriate   remuneration of any person appointed under this Bye-Law and may at any time   revoke any such appointment or dissolve any committee or board.

(f) The appointment   of any person as a divisional director, management director or advisory   director shall not for any purpose constitute that person a Director of the   Bank.

(g) When considering   the composition of any committee to be delegated with any powers pursuant to   these Bye-Laws, the Directors may not determine that a Government Appointee   is to be regarded as ineligible (whether by provisions in the Bye-Laws or for   the purpose of the Banks compliance with any corporate governance code) for   appointment to any such committee (including any audit, remuneration or   nomination committee of the Directors) by virtue of the fact that he or she   was appointed by the Government Preference Stockholder or the committee may   have to consider any of the matters in referred to in paragraphs 1 to 7 of   Bye-Law 100.Directors Powers of Delegation

107.
The Directors may delegate any of their powers, authorities and   discretions to any committee or board established or to any appointment made   pursuant to Bye-Law 106 and to any wholly owned subsidiary of the Bank for   such a period and on such terms and conditions as the Directors may   determine. The Directors may authorise any such committee, board, appointment   or subsidiary to sub-delegate any of the powers, authorities and discretions   delegated to them but any such committee, board, appointment or subsidiary   shall conform to any regulations which may from time to time be imposed by   the Directors in respect of any such delegation or sub-delegation. The   Directors may at any time vary or revoke any delegation made to any such   committee, board, appointment or subsidiary, or any regulation made in   respect of sub-delegation by any of them.Chairman of committee

108.
A committee may elect a Chairman of its meetings; if no such Chairman   is elected, or if at any meeting the Chairman is not present within 15   minutes after the time appointed for holding the same, the members present   may choose one of their number to be Chairman of the meeting.Proceedings of committee

109.
A committee may meet and adjourn as it thinks proper. Questions   arising at any meeting shall be determined by a majority of votes of the   members present, and where there is an equality of votes, the Chairman shall   have a second or casting vote.Acts of Directors or committees to be valid   notwithstanding defect in appointment

110.
All acts done by any Court of Directors or any meeting of a committee   appointed by the Directors or by any person acting as a Director or a member   of such committee shall (as regards all persons dealing in good faith with   the Bank) notwithstanding that there was some defect in the appointment or   continuance in office of any member of the Court of Directors or of such   committee or of any person acting as aforesaid or that such member or person   was disqualified or had vacated office or was not entitled to vote be as   valid as if every such person had  88


been duly appointed and was qualified and had continued to be a   Director or a member of such committee and had been entitled to vote.SECRETARYAppointment of Secretary

111.
The Secretary shall be appointed by the Directors for such term, at   such remuneration and upon such conditions as they may think fit; and any   Secretary so appointed may be removed by them.Secretary may not act in dual capacity

112.
A provision of these Bye-Laws 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 Director and as, or in   place of, the Secretary.THE SEALThe Seal, Official Seal and local seal

113.
(a) The Seal shall be   used only by the authority of the Directors or a committee appointed by the   Directors authorised by the Directors in that behalf and every instrument to   which the Seal shall be affixed shall be signed by a Director or by the Secretary   or by some other person appointed by the Directors for the purpose or by a   committee appointed by the Directors authorised by the Directors in that   behalf.(b) The Bank shall   have an Official Seal which shall be a facsimile of the Seal with the   addition on its face of the word Securities for the purpose of sealing   securities issued by the Bank and for sealing documents creating or   evidencing securities so issued. The Official Seal may be used only on the   authority set out in Bye-Law 113 (a) except that all instruments to   which the Official Seal shall be affixed shall be signed by the Secretary and   some other person appointed by the Directors for the purpose or by a   committee appointed by the Directors authorised by the Directors in that behalf   and provided that the system of authorising the affixing of the Official Seal   to such instruments is first approved by the Auditors all or any such   signatures may be applied by some mechanical means.(c) The Bank shall   have for use in Britain (and if the Directors consider it expedient, in any   other territory, district or place where the Bank has an established place of   business) a local seal, which shall be a facsimile of the Seal with the   addition on its face of the word Britain (or the name of the territory,   district or place, as the case may be, where it is to be used). The local   seal may be used only under the authority set out in Bye-Law 113   (a) except that all instruments to which the local seal shall be affixed   shall be signed by two persons appointed by the Directors or a committee   appointed by the Directors authorised by the Directors in that behalf.DIVIDENDS   AND RESERVESDeclaration of dividends by General Court

114.
A General Court may declare dividends but no dividend shall exceed   the amount recommended by the Directors and no dividend on the Ordinary Stock   may be declared unless the dividend on the Dollar Preference Stock, the   Sterling Preference Stock, the euro Preference Stock (including the 2009   Preference Stock) and the 2005 Preference Stock most recently payable prior   to the relevant General Court shall have been paid in cash.Directors may pay interim dividends

115.
The Directors may from time to time pay to the members such interim   dividends as appear to the Directors to be justified by the profits of the   Bank, provided that no such interim dividend on the Ordinary Stock may be   paid if the dividends on the  89


Dollar Preference Stock, the Sterling Preference Stock, the euro   Preference Stock (including the 2009 Preference Stock) and the 2005   Preference Stock most recently payable prior to the date of the Directors   resolution to pay such interim dividend shall not have been paid in cash or   where the payment of such interim dividend on the Ordinary Stock would reduce   the distributable reserves of the Bank to such an extent that the Bank would,   in the opinion of the Directors, be unable to pay the next dividend due for   payment on the Dollar Preference Stock, the Sterling Preference Stock, the   euro Preference Stock (including the 2009 Preference Stock) and the 2005   Preference Stock. Where the Directors have acted bona fide, they shall not   incur any responsibility to the holders of any stock 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 stock ranking after such preference   stock. 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 a resolution of the Bank. Subject as aforesaid, if at any time   the capital stock of the Bank is divided into different classes, the   Directors may pay such interim dividends in respect of those units of capital   stock of the Bank which confer on the holders thereof deferred or nondeferred   rights as well as in respect of those units of capital stock of the Bank   which confer on the holders thereof preferential rights with regard to   dividends. The Directors may also pay half-yearly 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.Dividends to be paid out of profits

116.
No dividend shall be paid otherwise than out of profits.Reserve funds

117.
(a) The Directors   may, before recommending any dividends, set aside out of the profits of the   Bank 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 Bank may be properly applied, and pending such application   may, at the like discretion, either be employed in the business of the Bank   or be invested in such investments as the Directors may lawfully determine.   The Directors may also, without placing the same to reserve, carry forward   any profits which they may think it prudent not to divide.(b) The Directors   shall not set aside out of profits and carry to any reserve fund referred to   in sub-paragraph (a) of this Bye-Law or carry forward in the manner   described in sub-paragraph (a) of this Bye-Law any sum then required for   payment of the dividend payable on any Dollar Preference Stock, Sterling   Preference Stock, euro Preference Stock or the 2005 Preference Stock.(c) If at any time   there shall be insufficient profits standing to the credit of the profit and   loss account of the Bank (or any other of the Bank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 Bye-Law 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 Bank in General Court to any such withdrawal). Any sum so   withdrawn (and any profits previously carried forward pursuant to   sub-paragraph (a) of this Bye-Law but subsequently required for the   payment of any such dividend) may be applied in or towards payment of such   dividends.Apportionment of dividends

118.
All dividends shall be declared and paid according to the amounts   paid or credited as paid on the capital stock in respect whereof the dividend   is paid, but no amount paid or credited as paid on stock in advance of calls   shall be treated for the  90


purposes of this Bye-Law as paid thereon. All dividends shall be   apportioned and paid proportionally to the amounts paid or credited as paid   on the stock during any portion or portions of the period in respect of which   the dividend is paid; but if any stock is issued on terms providing that it   shall rank for dividend as from a particular date, such stock shall rank for   dividend accordingly.Directors may deduct from dividends money due for   calls

119.
The Directors may deduct from any dividend payable to any member all   sums of money (if any) immediately payable by him to the Bank on account of   calls or otherwise in relation to the capital stock of the Bank.Power to direct payment of dividends by distribution   of specific profits

120.
Any General Court declaring a dividend or bonus may direct payment of   such dividend or bonus wholly or partly by the distribution of specific   assets and in particular of paid up shares, debentures or debenture stock of   any other company or in any one or more of such ways, and the Directors shall   give effect to such resolution, and where any difficulty arises in regard to   such distribution, the Directors may settle the same as they think expedient,   and 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 all   the parties, and may vest any such specific assets in trustees as may seem   expedient to the Directors provided however that no part of the 2009 Bonus   Stock shall be paid up out of the distributable reserves of the Bank in   contravention of Bye-Law 4(F), 5(F) or 6(F).Scrip Dividends

121.
Subject to Bye-Laws 71(c) and 71(d), the Directors may, with the   sanction of a resolution passed at a General Court of the Bank, offer to the   holders of Ordinary Stock the right to elect to receive an allotment of   additional Ordinary Stock, credited as fully paid, instead of cash in respect   of all or part of any dividend or dividends as are specified by such   resolution of the General Court or such part of such dividend or dividends as   the Directors may determine. The following provisions shall have effect:(a) any such   resolution may specify a particular dividend or dividends or may specify all   or any dividends falling to be declared or paid during a specified period   being a period expiring not later than the commencement of the fifth Annual   General Court next following the date of the Annual General Court at which   the resolution is passed;(b) the entitlement   of each holder of Ordinary Stock to additional Ordinary Stock shall, subject   to sub-paragraph (e) below, be such that the relevant value of the   entitlement shall be as nearly as possible equal to (but not greater than)   the cash amount (disregarding any tax credit) of the dividend that such   holder elects to forgo. For this purpose relevant   value shall be calculated by reference to the average of the   Closing Quotation for the Ordinary Stock on any recognised Stock Exchange,   selected by the Directors from time to time, on which the Ordinary Stock is   quoted (The Stock Exchange),   as derived from the Daily Official List of any such Stock Exchange, or any   similar publication, on the day on which the Ordinary Stock is first quoted   ex the relevant dividend and the two subsequent dealing days or such other   number of days between the day on which the Ordinary Stock is first quoted   ex the relevant dividend and the dividend payment record date, or in such   other manner as may be determined by the Directors on such basis as they   consider fair and reasonable;(c) the Directors   shall after determining the basis of allotment give notice in writing to the   holders of the Ordinary Stock 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  91


by which duly completed forms of election must be   lodged in order to be effective;(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 Stock in respect of which the said   election has been duly exercised (the   elected Ordinary Stock) and instead thereof additional Ordinary   Stock shall be allotted to the holders of the elected Ordinary Stock 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 any of the   Banks reserves (including any stock 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 Stock to be   allotted on such basis and apply the same in paying up in full the   appropriate number of unissued Ordinary Stock for allotment and distribution   to and amongst the holders of the elected Ordinary Stock on such basis. A   resolution of the Directors capitalising any part of the reserves or profits   hereinbefore mentioned shall have the same effect as if such capitalisation   had been declared by resolution passed at a General Court in accordance with   Bye-Law 131;(e) 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 to ensure that no fractional entitlements of   additional Ordinary Stock become distributable, including provisions whereby   such fractional entitlements, in whole or in part, arising in relation to any   one dividend payment be expressed as a residual cash sum and be carried over   (without interest) to the next dividend payment date and added to the relevant   Stockholders cash dividend entitlement on such date. The Directors may   authorise any person on behalf of all the Ordinary Stockholders concerned to   enter into an agreement with the Bank relating to such offer and   capitalisation and matters incidental thereto and any agreement made under   such authority shall in all respects be effective and binding on all persons   concerned;(f) the Directors may   also from time to time establish or vary a procedure for election mandates   under which a holder of Ordinary Stock may elect to receive additional   Ordinary Stock credited as fully paid instead of cash in respect of all   future rights offered to that holder under this Bye-Law until the election   mandate is revoked or deemed to be revoked in accordance with the procedure;(g) the Directors may   undertake and do such acts and things as they may consider necessary or   expedient for the purpose of giving effect to the provisions of this Bye-Law;(h) the additional   Ordinary Stock allotted pursuant to the provisions of this Bye-Law shall rank   pari passu in all respects with the fully paid Ordinary Stock then in issue   save only as regards participation in the relevant dividend (or stock   election in lieu);(i) 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. The   relevant dividend shall be payable wholly in cash if the Ordinary Stock of   the Bank ceases to be listed on the particular Stock Exchange selected by the   Directors, pursuant to sub-paragraph (b) above, at any time prior to the   due date  92


of issue of the additional Ordinary Stock or if   such listing is suspended and not reinstated by the date immediately   preceding the due date of such issue;(j) notwithstanding   anything to the contrary in this Bye-Law the Directors may make such   exclusions from any offer of rights of election to holders of Ordinary Stock   as they may think fit in the light of any legal or practical problems under   the laws of, or the requirements of any regulatory or Stock Exchange   authority in, any territory or jurisdiction; and(k) this Bye-Law shall have effect without prejudice to the   other provisions of these Bye-Laws.Dividends payable in cash may be paid by cheque or   warrant

122.
Any dividend, interest or other moneys payable in cash in respect of   any stock may be paid by cheque or warrant sent through the post directed to   the registered address of the holder, or, where there are joint holders, to   the registered address of that one of the joint holders who is first named in   the Register or to such person and to such address as the holder or joint   holders may in writing direct. Every such cheque or warrant shall be made   payable to the order of the person to whom it is sent. Any such dividend,   interest or other moneys payable in cash in respect of any stock may also be   paid by use of or through the Electronic Funds Transfer system or any other   electronic means to an account designated by the holder or joint holders as   the case may be. Any one of two or more joint holders may give effectual   receipts for any dividends, bonuses or other moneys payable in respect of the   stock held by them as joint holders.Dividends not to bear interest

123.
No dividend shall bear interest against the Bank.Unclaimed Dividends

124.
(a) If the Directors   so resolve, any dividend which has remained unclaimed for twelve years from   the date of its declaration shall be forfeited and cease to remain owing by   the Bank. The payment by the Directors of any unclaimed dividend or other   monies payable in respect of stock into a separate account shall not   constitute the Bank a trustee in respect thereof.(b) The Bank may   cease sending dividend warrants by post if such warrants have been returned   undelivered or left uncashed on two consecutive occasions and following such   second occasion, reasonable enquiries have failed to establish any new   address of the registered holder of the stock.Untraced Stockholders

125.
(a) The Bank shall be   entitled (but not obliged) to sell at the best price reasonably obtainable   any stock of a member of the Bank or any stock to which a person is entitled   by transmission if and provided that:(i)for a period   of twelve years no cheque or warrant sent by the Bank through the post in a   pre-paid letter, addressed to the member or to the person entitled by   transmission to the stock at his address on the Register or to the last known   address given by the member or by the person entitled by transmission to   which cheques and warrants are to be sent, has been cashed and no   communication has been received by the Bank from the member or from the   person entitled by transmission; and no communication has been received from   the member or from the person entitled by transmission to two separate   enquiries made by the Bank by means of registered post to the member at his   address on the Register or to the last known address given by the member or   person entitled by transmission (provided that during such twelve year period   at least three dividends shall have become payable in respect of such stock);  93


(ii)at the   expiration of the said period of twelve years the Bank has given notice of   its intention to sell such stock by advertisement in a national daily   newspaper published in the State (and a national daily newspaper published in   the United Kingdom) and in a newspaper circulating in the area in which the   address referred to in sub-paragraph (a)(i) of this Bye-Law is located;(iii)during the further period   of three months after the date of the advertisement and prior to the exercise   of the power of sale the Bank has not received any communication from the   member or person entitled by transmission; and(iv)the Bank has first given   notice in writing to the relevant Stock Exchange of its intention to sell   such stock.(b) To give effect to   any such sale the Bank may appoint any person to execute as transferor an   instrument of transfer of such stock where held in certificated form and such   instrument of transfer shall be as effective as if it had been executed by   the member or the person entitled by transmission to such stock. The   transferee shall be entered in the Register as the holder of the stock   comprised in any such transfer and he shall not be bound to see to the   application of the purchase moneys nor shall his title to the stock be   affected by any irregularity in or invalidity of the proceedings in reference   to the sale. The Directors may authorise the conversion of stock to be sold   which is in uncertificated form into certificated form and vice versa (so far   as is consistent with the Regulations) for its transfer to, or in accordance   with the directions of, the transferee.(c) The Bank shall   account for the net proceeds of such sale by carrying all moneys in respect   thereof to a separate account which shall be a permanent debt of the Bank and   the Bank shall be deemed to be a debtor and not a trustee in respect thereof.   Moneys carried to such separate account may be either employed in the   business of the Bank or invested in such investments as the Directors may   think fit, from time to time.ACCOUNTSThe Directors shall keep proper books of account

126.
The Directors shall cause proper books of account to be kept. Proper   books shall not be deemed to be kept if there are not kept such books of   account as are necessary to give a true and fair view of the state of the   Banks affairs and to explain its transactions.Books   of account to be kept at the Office and available for inspection of Directors

127.
The books of account shall be kept at the Office, or at such other   place as the Directors think fit, and shall at all reasonable times be open   to the inspection of the Directors.Members   not entitled to inspect books of account except as authorised by Directors

128.
The Directors shall from time to time determine whether and to what   extent and at what times and places and under what conditions or regulations   the accounts and books of the Bank or any of them shall be open to the   inspection of members, not being Directors, and no member (not being a   Director) shall have any right of inspecting any account or book or document   of the Bank except as authorised by the Directors or by the Bank in General   Court.Balance   sheets and profit and loss accounts, group accounts and reports to be laid   before Annual General Courts

129.
The Directors shall from time to time cause to be prepared and to be   laid before the Annual General Court such profit and loss accounts, balance   sheets, group accounts and reports as are appropriate.  94


Copy of   balance sheet, accounts, Directors report and Auditors report to be sent to   members to members

130.
A copy of the balance sheet and profit and loss account and group   accounts which are to be laid before the Annual General Court together with a   copy of the Directors report and Auditors report shall, not less than 21   days before the date of the Annual General Court be sent to every member of   the Bank and other persons entitled to receive the same. Provided if the   Directors be of opinion that and shall so resolve that for any reason it is   unlikely that delivery of copies of the balance sheet, profit and loss   account and group accounts, together with copies of the Directors report and   Auditors report and any other documents can be effected on members or any of   them by post, then and in any such case the Directors may publish the balance   sheet, profit and loss account and group accounts together with the   Directors report and Auditors report and any other documents which are to   be laid before the Annual General Court, not less than twenty-one days before   the date of the Annual General Court to members whose registered addresses   are within the State and by advertisement thereof in at least one national   daily newspaper in the State and to members whose registered addresses are   outside the State by advertisement thereof in at least one London daily   newspaper in respect of the United Kingdom and in the Wall Street Journal or   such other daily newspaper in respect of the United States as the Directors   shall in the circumstances consider appropriate; and upon such publication   copies of the accounts and reports so advertised will be deemed to have been   sent to members and any other persons entitled to receive the same; in any   such case the Bank shall send confirmatory copies of all the documents   referred to above by post if at least forty-eight hours prior to the Annual   General Court the posting of documents to addresses within the State again   becomes practicable.CAPITALISATION   OF RESERVESPower of General Court to capitalise reserves

131.
Subject to the provisions of Bye-Laws 4 (F), 5 (F) and 6   (F) a General Court may, upon the recommendation of the Directors,   resolve that any sum for the time being standing to the credit of any of the   Banks reserves (including any Stock Premium Account) or to the credit of the   Profit and Loss Account be capitalised and be set free for distribution   amongst the members who would have been entitled thereto if distributed by   way of dividend and in the same proportions on the footing that they become   entitled thereto as capital and on condition that the same be not paid in cash   but be applied either in or towards paying up any amounts for the time being   unpaid on any stock held by such members respectively, or paying up in full   unissued capital stock or debenture stock of the Bank to be allotted and   distributed credited as fully paid up to and amongst such members in the   proportions aforesaid, or partly in one way and partly in the other; and the   Directors shall give effect to such resolution. Nothing in this Bye-Law 131   shall restrict or limit a capitalisation permitted by Bye-Law 6(I)(4) or   133.Method of capitalisation of reserves

132.
Whenever such resolution as aforesaid shall have been passed, the   Directors shall make all appropriations and applications of the sums so   resolved to be capitalised thereby and all allotments and issues of fully   paid stock or debentures, if any, 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 shall think fit and also to authorise any person to enter   on behalf of all the members concerned into an agreement with the Bank   providing for the allotment to them respectively credited as fully paid up of   any further stock or debentures to which they may become entitled on such   capitalisation or, as the case may require, for the payment up by the   application thereto of their respective proportions of the sums resolved to   be capitalised of the amounts or any part of the amounts remaining unpaid on   their existing stock and  95


any agreement made under such authority shall be effective and   binding on all such members.CAPITALISATIONS   IN RESPECT OF THE 2009 BONUS STOCKCapitalisations in respect of the 2009 Preference   Stock

133.
The Directors shall pursuant to the Banks obligations under Bye-Law   6(I)(4) (Bonus issues of Ordinary Stock) resolve that any sum standing   to the credit of any of the Banks undistributable reserves (including any   Stock Premium Account) and, subject to there being no contravention of the   provisions of Bye-Laws 4(F), 5(F) and 6(F), the reserves of the Bank be   capitalised as a new issue of Ordinary Stock to the holders of the 2009   Preference Stock in the proportions to which such holders are entitled   pursuant to Bye-Law 6(I)(4) (Bonus issues of Ordinary Stock). Such   Ordinary Stock shall be credited as fully paid up by such sum standing to the   credit of the Banks reserves in the manner set out in Bye-Law   6(I)(4)(h)(i) and (ii) as is equal to the nominal value of such Ordinary   Stock, subject to the Bank not being prohibited by law from doing so provided   however that where the Bank has insufficient reserves to pay up in full any   of the Ordinary Stock referred to above it may be required by the 2009   Preference Stockholder to issue his entitlement of such Ordinary Stock on the   basis that the Bank shall pay up the issue price of such 2009 Bonus Stock out   of a portion of the available reserves of the Bank corresponding to the   percentage which such Ordinary Stock corresponds to the total number of units   of Ordinary Stock which fall to be issued at such time and provided that such   holder of warrants and/or 2009 Preference Stockholder, as applicable, pays up   the balance to be paid up on the Ordinary Stock he requires to be issued to   him. Any capitalisation pursuant to this Bye-Law shall be deemed to be   authorised by the resolution adopting this Bye-Law.AUDITAppointment and duties of Auditors

134.
Auditors shall be appointed and their rights and duties regulated in   accordance with the requirements of Companies legislation in force for the   time being.NOTICESService of notices

135.
A notice may be given by the Bank to any member either personally or   by sending it by post to him to his registered address or by delivering it to   his registered address. Where a notice is sent by post, service of the notice   shall be deemed to be effected by properly addressing, prepaying and posting   a letter containing the notice, and to have been effected in the case of the   notice of a meeting at the expiration of 24 hours after the letter containing   the same is posted, and in any other case at the time at which the letter   would be delivered in the ordinary course of post. Provided, if the Directors   shall be of opinion and shall so resolve that for any reason it is unlikely   that delivery of a notice to be given by the Bank to members or any of them   can be effected by post, then and in any such case the notice may be given to   members whose registered addresses are in the State by advertisement thereof   published in at least one national daily newspaper in the State or to members   whose registered addresses are outside the State by advertisement thereof   published in at least one London daily newspaper, in respect of the United   Kingdom and in the Wall Street Journal or such other daily newspaper in   respect of the United States as the Directors shall in the circumstances   consider appropriate; in any such case where the notice is in respect of a   General Court the Bank shall send confirmatory copies of the notice by post   if at least forty-eight hours prior to the General Court the posting of   notices to addresses within the State again becomes practicable.  96


Notice to joint stockholders

136.
A notice may be given by the Bank to the joint holders of stock by   giving the notice to the joint holder first named in the Register in respect   of the stock.Notice when member deceased or bankrupt

137.
(a) A notice   addressed to any member and sent by post to or left at his registered address   in pursuance of these Bye-Laws shall, notwithstanding that such member be   then deceased or bankrupt, be deemed to have been duly served in respect of   any capital stock (whether held solely or jointly with other persons by such   member) unless and until the Bank shall have received notice in writing of   his decease or bankruptcy.(b) A notice may be   given by the Bank to the persons entitled to capital stock in consequence of   the death or bankruptcy of a member by sending it through the post in a   pre-paid letter addressed to them by name or by the title of Representatives   of the deceased or Official Assignee in Bankruptcy or by any like description   at the address supplied for the purpose by the persons claiming to be so   entitled, or (until such an address has been so supplied) at the registered   address of such deceased or bankrupt member.(c) Service in manner   aforesaid shall for all purposes be deemed a sufficient service of such   notice on all persons interested (whether jointly with or claiming through or   under such deceased or bankrupt member) in any such capital stock.Persons entitled to notice

138.
Notice of every General Court shall be given in any manner   hereinbefore authorised to:(a) every member; and(b) every person upon   whom the ownership of capital stock devolves by reason of his being a   personal representative or the Official Assignee in bankruptcy of a member,   where the member but for his death or bankruptcy would be entitled to receive   notice of the meeting.Provided always however that the Bank may determine that persons   entitled to receive a notice of any General Court are those persons   registered on the Register at the close of business on a day determined by the   Bank. The day determined by the Bank under this Bye-Law may not be more than   seven days before the day that the notice of the General Court is sent.It shall not be necessary to give public notice thereof at the Royal   Exchange in Dublin or otherwise.Service on transfer or transmission of stock

139.
Every person who becomes entitled to stock shall be bound by any   notice in respect of that stock which before his name is entered in the   Register in respect of such stock has been duly given to a person from whom   he derives his title provided the provisions of this paragraph shall not   apply to any notice served under Bye-Law 60 unless no change in the   beneficial ownership of the stock has occurred.MISCELLANEOUSUse of computers, etc. for certain Bank records

140.
Any register (including the Register) or other record of the Bank may   be kept by recording the matters in question otherwise than by making entries   in bound books and the power to keep any such register or other record by   recording the matters in question otherwise than by making entries in bound   books includes power to keep such register or other record or recording the   matters in question otherwise than in a legible form so long as the recording   is capable of being reproduced in a legible form. If any such register or   other record of the Bank is kept by the Bank by  97


recording the matters in question otherwise than   in legible form, any obligation imposed on the Bank by virtue of the Charter,   the Banks Act or these Bye-Laws to allow inspection of, or to furnish a copy   of, such register or other record or any part of it shall be treated as a   duty to allow inspection of, or to furnish. a reproduction of the recording   or of the relevant part of it in a legible form.Use of Electronic Communication

141.
(a) Notwithstanding   anything to the contrary in these Bye-Laws, whenever any person (including   without limitation the Bank, a Director, the Secretary, a member or any   officer) is required or permitted to give information in writing such   information may be given or received by electronic means or in electronic form,   whether as an electronic communication or otherwise, provided, however, that   where such electronic communication has been sent to the Bank, the Bank has   agreed to its receipt in such form. The use of such electronic communication   shall conform to any regulations which may from time to time be made by the   Directors. The Directors may at any time vary or revoke any regulations made   pursuant to this Bye-Law.(b) Where   a notice, document or other communication is delivered, given or sent by   electronic means or in electronic form, whether as an electronic   communication or otherwise, it shall be treated as having been delivered,   given or sent:(i)if delivered, given or   sent by electronic mail, at the time it was sent; or(ii) if   delivered, given or sent by being made available or displayed on a website,   when the recipient received or is deemed to have received notice of the fact   that the notice, document or other information is available on the website.(c) Regulations made by the Directors   pursuant to this Bye-Law may include measures designed to:(i) ensure the   security of electronic communication;(ii) establish   and authenticate the identity of the giver or recipient, as the case may be,   of the information; and(iii) record   the consent of the giver or recipient of the information by electronic means   or in electronic form.(d) For   the avoidance of doubt, any giver or recipient of information who has opted   to give or receive information by electronic means or in an electronic form   may at any time, by notice given in conformity with regulations made by the   Directors, opt to give or receive the information in any one of the other   forms permitted by these Bye-Laws.(e) Without   prejudice to the generality of paragraphs (a), (b), (c), (d) above, the   Directors may arrange to enable electronic communication by the Bank or any   member or other person as the case may be of;-(i) notices   of Annual or Extraordinary General Courts;(ii) the   appointment of a proxy;(iii) elections   to receive allotments of Ordinary Stock instead of cash in respect of   dividends;(iv) the balance   sheet, profit & loss account and group accounts and the Directors   and Auditors reports..  98


Destruction of stock transfer   forms and cancelled stock certificates

142.
Subject as hereinafter provided the Bank shall be   entitled to destroy all instruments of transfer of stock in the Bank which   shall have been registered at any time after the expiration of six years from   the date of registration thereof and all registered stock certificates and   dividend mandates which have been cancelled or have ceased to have effect at   any time after the expiration of three years from the date of cancellation or   cessation thereof and all notifications of change of address after the   expiration of three years from the date of the recording thereof and it shall   be conclusively presumed in favour of the Bank that every instrument of   transfer so destroyed was a valid and effective instrument duly and properly   registered and that every stock certificate 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 Bank provided that:(i)the foregoing   provisions of this Bye-Law 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 on the Bank any liability in   respect of the destruction of such document earlier than as aforesaid or in   any case where the conditions of paragraph (i) are not fulfilled, (or in   any other circumstances which would not attach to the Bank in the absence of   this Bye-Law).For the purposes of this Bye-Law:(i)the references to the   destruction of any document include references to the disposal thereof in any   manner.(ii)the references to an   instrument of transfer shall be deemed to include references to any document   constituting the renunciation of an allotment of any stock in the Bank by the   allottee in favour of some other person.(iii)stock shall include capital stock or   loan stock of the Bank.Authentication of documents

143.
Any Director or Secretary or any person appointed   by the Directors for the purpose shall have power to authenticate any   documents affecting the constitution of the Bank and any resolutions passed   by the Bank or the Directors or any committee appointed by the Directors and   any books records documents and accounts relating to the business of the Bank   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 officer of the Bank having the   custody thereof shall be deemed to be a person appointed by the Directors as   aforesaid.Declaration of secrecy

144.
Every Director, member of a committee appointed by   the Directors, divisional director, local director, advisory director,   Auditor, officer or other person employed in the business of the Bank shall,   before entering upon his duties and as often thereafter as the Court of   Directors may prescribe, sign a declaration pledging himself to observe   strict secrecy respecting all transactions of the Bank with the customers,   and the state of accounts with individuals, and in all 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 to do so by law, or by the Court of Directors or by the   proper person to whom such matters relate and except so far as may be   necessary in order to comply with any of the provisions contained in these   Bye-Laws, and (save as  99


aforesaid and as provided in Bye-Law 77) shall not   be required to take make or subscribe any such oath or declaration as is   mentioned in the Charter.Indemnity

145.
Subject to any contract with the Bank and so far   as may be permitted by law, every Director, every member of a committee   appointed by the Directors and every officer of the Bank shall be indemnified   out of its funds against all costs, charges, expenses, losses and liabilities   incurred by him in the conduct of the business of the Bank or in the   discharge of his duties in good faith and without wilful default or neglect.Insurance against liability of   Directors and Officers

146.
The Directors shall have the power to purchase and   maintain for the benefit of any persons who are or were at any time Directors   or Officers of the Bank insurance against any liability incurred by such   persons in respect of any act or omission in the execution or discharge of   their duties or in the exercise of their powers, and the Directors shall be   entitled to vote and be counted in the quorum in respect of any resolution   concerning the purchase of such insurance.Record dates

147.
Subject to the rights attaching to, or the terms   of issue of, any stock, any dividend on stock of any class or any   distribution, allotment or issue to the holders of any stock of any class,   whether to be paid or made pursuant to a resolution of the Bank in General   Court or a resolution of the Directors or otherwise, may as specified in such   resolution be paid or made to the persons registered as the holders of stock   at the close of business on a particular date, notwithstanding that it may be   a date prior to that on which the resolution is passed and thereupon the   dividend shall be payable to them in accordance with their respective   holdings so registered, but without prejudice to the rights inter se of   transferors and transferees of any such stock in respect of such dividend.   The provisions of this Bye-Law shall apply mutatis mutandis to   capitalisations to be effected in pursuance of these Bye-Laws.Reduction of Capital

148.
The Bank may by special resolution reduce its   issued capital stock, any capital redemption reserve fund or any stock   premium account in any manner.  100


APPENDIX  AUTHORITY TO BUY-BACK BANK STOCK  A SPECIAL RESOLUTION  OF  THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND  SPECIAL RESOLUTIONS  At an Annual General Meeting of the members of the Bank, duly convened and held in The OReilly Hall, UCD, Belfield, Dublin 4 on 8 July 2008, the following Special Resolution was duly passed:-  5 To consider and if thought fit pass the following resolution as a special resolution:-  THAT  (a) the Bank and/or any subsidiary (as such expression is defined by Section 155 of the Companies Act, 1963) of the Bank be generally authorised to make market purchases (as defined by Section 212 of the Companies Act, 1990 (the 1990 Act)) of units of Ordinary Stock of the Bank having a nominal value of 0.64 each 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:  (i)The maximum number of units of Ordinary Stock authorised to be acquired pursuant to the terms of this resolution shall, subject to the proviso hereinafter set out, not exceed 99 million units;  (ii)The minimum and maximum prices which may be paid for any such units of Ordinary Stock shall be determined in accordance with Bye-Law 40 of the Bye-Laws of the Bank;  (b) the Bank and/or any subsidiary (as such expression is defined by Section 155 of the Companies Act, 1963) of the Bank be generally authorised to make market purchases (as defined by Section 212 of the 1990 Act) of units of Non-Cumulative Preference Stock of Stg£1 each of the Bank (the Sterling Preference Stock) and units of Non-Cumulative Preference Stock of 1.27 each of the Bank (the euro Preference Stock) 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:  (i)The maximum number of units of Sterling Preference Stock authorised to be acquired pursuant to the terms of this resolution shall, subject to the proviso hereinafter set out, not exceed 1,876,090 units;  (ii)The minimum and maximum prices which may be paid for any such units of Sterling Preference Stock shall be determined in accordance with Bye-Law 40 of the Bye-Laws of the Bank;  (iii)The maximum number of units of euro Preference Stock authorised to be acquired pursuant to the terms of this resolution shall, subject to the proviso hereinafter set out, not exceed 3,026,598 units;  101


(iv)The minimum and maximum prices which may be paid for any such units of euro Preference Stock shall be determined in accordance with Bye-Law 40 of the Bye-Laws of the Bank;  PROVIDED THAT the nominal value of the units of Ordinary Stock, Sterling Preference Stock and euro Preference Stock acquired pursuant to the terms of this resolution shall not exceed ten per cent. of the nominal value of the issued capital stock of the Bank at any time.  This resolution shall take effect and the authorities hereby conferred shall be effective immediately and shall expire at the close of business on the earlier of the date of the next Annual General Court of the Bank after the passing of this resolution or 7 January 2010 unless previously varied, revoked or renewed in accordance with the provisions of Section 215 of the 1990 Act. The Bank or any such subsidiary may before such expiry enter into a contract for the purchase of units of Ordinary Stock, units of Sterling Preference Stock or units of euro Preference Stock which would or might be wholly or partly executed after such expiry and may complete any such contract as if the authorities conferred hereby had not expired..  8 July 2008  102