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  (As adopted by resolution passed by an Extraordinary General Court on 19 May 2010 and amended by resolution passed by an Extraordinary General Court on 11 July 2011 and by resolution passed by an Annual General Court on 24 April 2012)


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

79GOVERNOR 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.  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.4.The rights attaching to   the Dollar Preference Stock shall be as follows:Dollar Preference Stock
(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.Sterling Preference Stock
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.2005Preference Stock
7.In this   Bye-Law 7 Junior Obligations   means in respect of any Relevant Series:  49


(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.

(F)Further Stock  57


(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 MEMBERSRegister 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 FORMMembers 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.LIENBank 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 STOCKDirectors 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 STOCKMode 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 STOCKTitle 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 STOCKIf 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 STOCKPower 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 STOCKPurchase 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); and

b.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 midpoint 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 STOCKRe-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   COURTSAll 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 COURTSProceedings 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   MEMBERSNumber 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; and

2)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; or

2)failsto 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; or

2)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 MEETINGSCorporations 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.

DIRECTORSNumber 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, 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.

(b)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.

(c)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 a director or officer of, or from his interest in such other company   unless the Bank otherwise directs.  77


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 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.  78


(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 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:  79


(a)ceases to be a Director by   virtue of Bye-Law 76 (b); 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 GOVERNORElection 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 DIRECTORSAppointment 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 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.  80


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 DIRECTORSRetirement 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   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.  81


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 STOCKHOLDER100.(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.

(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  82


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 the Government Preference Stockholder assume   control of such claim (whereupon it shall similarly keep the Government   Preference Stockholder  83


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;

2.the 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; or

7.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.

(o)For the avoidance of   doubt, no 2009 Preference Stockholder who is not a Government Preference   Stockholder shall be entitled to exercise any rights  84


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 COMMITTEESCourt 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; or

c)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 ofDirectors
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
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:-  5To 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