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                                                                     EXHIBIT 4.1




                                 BANK OF IRELAND
                                      GROUP


                      EXECUTIVE STOCK option SCHEME - 2004












      To be tabled for approval at the Annual General Court on 7 July 2004









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                                    CONTENTS
                                                                            Page
PART ONE......................................................................1

1  DEFINITIONS AND INTERPRETATION.............................................1

2  ELIGIBILITY................................................................2

3  GRANT OF OPTIONS...........................................................2

4  LIMITS.....................................................................3

5  EXERCISE OF OPTIONS; TERMINATION OF OPTIONS................................4

6  TAKEOVER, RECONSTRUCTION AND WINDING-UP....................................7

7  VARIATION OF CAPITAL.......................................................8

8  ALTERATIONS................................................................9

9  MISCELLANEOUS.............................................................10

10 GOVERNING LAW AND JURISDICTION............................................10

11 TERMINATION OF THE SCHEME.................................................10

PART TWO.....................................................................11

1  DEFINITIONS AND INTERPRETATION............................................11

2  ELIGIBILITY...............................................................12

3  GRANT OF OPTIONS..........................................................12

4  LIMITS....................................................................14

5  EXERCISE OF OPTIONS; TERMINATION OF OPTIONS...............................15

6  TAKEOVER, RECONSTRUCTION AND WINDING-UP...................................18

7  VARIATION OF CAPITAL......................................................20

8  ALTERATIONS...............................................................20

9  MISCELLANEOUS.............................................................21

10 GOVERNING LAW AND JURISDICTION............................................22

11 TERMINATION OF THE SCHEME.................................................22

SCHEDULE.....................................................................23

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                                    PART ONE


1.       Definitions and Interpretation

     (1)  In this Scheme, unless the context otherwise requires:

          "Accounting  Period" means any period in respect of which the Bank
          prepares an annual report and financial statements;

          "the Bank" means The Governor and Company of the Bank of Ireland;

          "Code of Conduct for Group Employees" means guidelines that specify
          the periods during which senior management of a Group Company may deal
          in Bank Stock;

          "Control" means control within the definition given by section 432 of
          the Taxes Consolidation Act 1997;

          "the Court" means the Court of Directors of the Bank or a duly
          authorised committee thereof;

         "the Grant Date" means the date on which an option was granted;

          "Group Company" means the Bank or any other company of which the Bank
          has Control;

          "the Group Remuneration Committee" means the group remuneration
          committee of the Court save that upon the occurrence of any of the
          corporate events described more fully in Rule 6, then the term means
          the Group Remuneration Committee of the Court as constituted
          immediately before such event occurs;

          "Internal Reorganisation" means an event contemplated by sub-rule (1)
          or (3) of Rule 6, the result of which is that the Bank will be under
          the Control of another company or the business of the Bank is carried
          on by another company and the persons who owned stock in the Bank
          immediately before the change of Control will immediately afterwards
          own more than 75% of the shares in that other company;

          "Participant" means a person who holds an option granted under the
          Scheme;

          "Performance Condition" is the Performance Condition in the Schedule
          to the Scheme or such other conditions as may be specified by the
          Group Remuneration Committee under sub-rule (1) of Rule 3 provided
          that any material change shall only be made following discussion with
          the Irish Association of Investment Managers;

          "Performance Period" unless the Group Remuneration Committee
          determines otherwise on the Grant Date means the three consecutive
          Accounting Periods of which the first is the  Accounting Period in
          which the Grant Date falls (or such shorter period as may be specified
          in Rules 5 or 6);

          "the Scheme" means for options granted under this Part One, the Bank
          of Ireland Group Executive Stock Option Scheme - 2004 as herein set
          out comprising Rules 1 to 11 of this Part One but subject to any
          alterations or additions made under Rule 8;

          "the Trustee" means the trustee or trustees for the time being of any
          trust established for the benefit of all or most of the employees of
          the Bank and/or its subsidiaries;

          "Unit of Stock" means a unit of Ordinary Stock in the capital of the
          Bank and "Units of Stock" and "Stock" and "Ordinary Stock" shall be
          construed accordingly.

                                     - 1 -

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     (2)  Any reference in the Scheme to any  enactment includes a reference to
          that enactment as from time to time modified, extended or re-enacted.

     (3)  Where the context so permits, the singular shall include the plural
          and vice versa.

     (4)  Headings and words in italics are for guidance only and do not form
          part of the Scheme.

     (5)  The attached Schedule forms part of the Scheme.

2.       Eligibility

     (1)  Subject to sub-rule (2) of this Rule 2, a person is eligible to be
          granted an option if (and only if) he or she is on the Grant Date an
          executive director, an officer or an employee of a Group Company and
          is required to devote the whole or substantially the whole of his or
          her working time to his office or employment with a Group Company.

     (2)  A person is not eligible to be granted an option under the Scheme if
          at the proposed Grant Date he or she is within three years of his or
          her anticipated retirement date or such shorter period (being not less
          than  six  months) as may be specified from time to time by the
          guidelines issued by the Irish Association of Investment Managers.

3.       Grant of Options

     (1)  Subject to sub-rule (3) of this Rule 3 and Rule 4, the Group
          Remuneration Committee may at its absolute discretion grant to any
          person who is eligible in accordance with Rule 2 an option to acquire
          Units of Stock in the Bank, upon the terms set out in this Part One of
          the Scheme and subject to the Performance Condition or such other
          objective conditions as the Group Remuneration Committee may specify
          on the Grant Date.

     (2)  The Group Remuneration Committee may adopt such procedures  as it
          thinks fit for granting  options, whether by issuing invitations  or
          without issuing invitations.

     (3)  An option may only be granted under the Scheme:

          (a)  within the period of 6 weeks beginning with:

               (i)  the date on which the Scheme is adopted by the Bank at the
                    Annual General Court; or

               (ii) the dealing day next following the date on which the Bank
                    announces its results for any period; or

               (iii)the removal of any restriction imposed under statute, order
                    or regulation (including any regulation, order or
                    requirement imposed by any regulatory authority) which had
                    previously prevented the grant of an option under
                    sub-paragraph (ii) above; or

          (b)  at any other time when the circumstances are considered by the
               Group Remuneration Committee to be sufficiently exceptional to
               justify its grant; and

          (c)  within the period of 10 years beginning with the date on which
               the Scheme is adopted by the Bank.

     (4)  The price at which Units of Stock may be acquired by the exercise of
          an option granted under the Scheme shall be determined by the Group
          Remuneration Committee before it is granted, but shall not be less
          than the higher of:


                                     - 2 -
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          (a)  the average of the closing prices of Units of Stock of that class
               (as derived from The Irish Stock Exchange Daily Official List or
               any successor to that Stock  Exchange) for the three dealing days
               immediately preceding the Grant Date, provided  that no such
               dealing day shall fall before the day on which the Bank last
               announced its results for any period; and

          (b)  the closing price of Units of Stock of that class (as derived
               from The Irish Stock Exchange Daily Official List or any
               successor to that Stock Exchange) on the Grant Date; and

          (c)  in the case of an option to acquire Units of Stock only by
               subscription, the price shall not be less than the nominal value
               of those Units of Stock.

     (5)  An option granted under the Scheme:

          (a)  shall not, except on the death of a Participant, be capable of
               being transferred, assigned, charged or pledged by him or her and
               any purported transfer, assignment, charge or pledge shall cause
               the option to lapse forthwith; and

          (b)  shall lapse forthwith if he or she is adjudged bankrupt.

     (6)  There  shall be no monetary consideration for the grant of an option
          under the Scheme.

     (7)  The Bank shall execute an Award in such form and manner as it
          considers appropriate and shall issue to each  Participant an Option
          Certificate which shall be in such form as the Group Remuneration
          Committee  shall from time to time determine. The Option Certificate
          shall include details of:

          (a)  the Grant Date in relation to the option;

          (b)  the number of Units of Stock subject to the option;

          (c)  the exercise price in relation to the option; and

          (d)  the Performance Conditions to be satisfied as a condition of the
               exercise of the option.

4.       Limits

     (1)  No person shall be granted an option which would, at the time it is
          granted, cause the aggregate price at which he or she may acquire
          Units of Stock in pursuance of options granted to him or her in the
          same Accounting Period under either Part One or Part Two of the Scheme
          to exceed 100% of his or her salary; and for the  purposes of this
          sub-rule a person's salary shall be taken to be his or her basic
          salary before tax (excluding bonuses and benefits in kind) expressed
          as an annual rate, payable to him or her at that time by the Group
          Company by which he or she is employed.

     (2)  No options shall be granted which would, on the date they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of ten years ending with the date the
          options (or other awards) are granted or been issued in that period,
          under this Scheme or under any other employees' stock scheme adopted
          by the Bank, to exceed such number as represents 10% of the Units of
          Stock of the Bank in issue at that time.

     (3)  No options shall be granted which would, on the date they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of ten years ending with the date the
          options (or other awards) are granted, or been issued in that period,
          under this Scheme or under any other executive stock scheme adopted by
          the Bank, to exceed such number as represents 5% of the Units of Stock
          of the Bank in issue at that time.

                                     - 3 -
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     (4)  No options shall be granted which would, at the time they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of five years ending with the date the
          options (or other awards) are granted, or been issued in that period,
          under this Scheme or under any other employees' stock scheme adopted
          by the Bank,  to exceed such number as represents  5% of the Units of
          Stock of the Bank in issue at that time.

     (5)  No options shall be granted which would, at the time they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of three years ending with the date the
          options (or other awards) are granted, or been issued in that period,
          under this Scheme or under any other employees' stock scheme adopted
          by the Bank, to exceed such number as represents 3% of the Units of
          Stock of the Bank at that time.

     (6)  Where any option or award relating to unissued Units of Stock:

          (a)  lapses pursuant to sub-rule (5) of Rule 3 or pursuant to Rules 5
               or 6, the Units of Stock concerned will be ignored when
               calculating the limits in sub-rules (2), (3), (4) and (5) of this
               Rule 4;

          (b)  is disclaimed, the Units of Stock concerned will be included when
               calculating the limits in sub-rules (2), (3), (4) and (5) of this
               Rule 4.

     (7)  Any treasury Stock  transferred under the Scheme shall be deemed to be
          newly issued Stock when  calculating the limits in sub-rules (2), (3),
          (4) and (5) of this Rule 4.

     (8)  Any Units of stock in the Bank which have been issued or which may be
          issued to the Trustee to satisfy the exercise of any Award shall be
          included for the purposes of the limits set out in sub-rules (2), (3),
          (4) and (5) of this Rule 4.

5.       Exercise of Options; TERMINATION OF OPTIONS

     (1)  The exercise of any option granted under the Scheme shall be effected
          in such form and manner as the Group Remuneration Committee may from
          time to time prescribe and any notice of exercise shall take effect
          only when received by the Bank together with the relevant  exercise
          monies or an agreement to provide such monies pursuant to arrangements
          acceptable to the Bank.

     (2)  Subject to sub-rule (5) of this Rule 5 and to sub-rules (1) and (3) of
          Rule 6, an option granted under the Scheme may not be exercised before
          the third anniversary of the Grant Date.

     (3)  The  following provisions apply in relation to the Performance
          Condition and other conditions imposed by the Group Remuneration
          Committee pursuant to sub-rule (1) of Rule 3:

          (a)  an option granted under the Scheme may only be exercised to the
               extent that:

               (i)  the Performance Condition is satisfied as at the date of
                    exercise (including where it is deemed to be satisfied under
                    sub-rule (3) of this Rule 5); and

               (ii) as permitted by any other condition specified under sub-rule
                    (1) of Rule 3;

          (b)  in relation to an option (or any part of an option) which would,
               except for sub-rule (3)(a) of this Rule 5, become exercisable
               before the end of the performance period specified in the
               Performance Condition only by reason of sub-rule (5) of this Rule
               5 or Rule 6, the Group Remuneration Committee may, at its
               absolute discretion, and acting fairly and reasonably, determine
               whether and to what extent the Performance Condition shall be
               deemed to be satisfied having regard to the performance of the
               Bank since the Grant Date,  unless the Group Remuneration
               Committee determines that exceptional circumstances have arisen
               in which case an option may be exercised to the extent (if any)
               permitted by the Group Remuneration Committee notwithstanding
               that the Performance Condition has not been satisfied; and

                                     - 4 -
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          (c)  if the Performance Condition is not (and is not deemed to be)
               satisfied and exceptional circumstances have not arisen  in
               accordance with sub-rule (3)(b) of this Rule 5, the option shall
               immediately and regardless of any other Rule of this Scheme cease
               to be capable of exercise and lapse.

     (4)  Subject to sub-rules (5) and (6) of this Rule 5, if any Participant
          ceases to be an executive director, an officer or an employee of a
          Group Company for any reason, including (without limitation)
          resignation, early retirement or dismissal, any option granted to him
          or her under the Scheme will lapse upon the date of such cessation.

     (5)  If any Participant ceases to be an executive director, an officer or
          an employee of a Group Company by reason of:

          (a)  death;

          (b)  injury, ill-health or disability (each proved to the satisfaction
               of the Group Remuneration Committee); or

          (c)  redundancy within the meaning of the Redundancy Payments Acts
               1967 to 2003; or

          (d)  retirement on or after reaching contractual retirement age; or

          (e)  his office or employment is in a company which ceases to be a
               Group  Company, or relates to a business or part of a business
               which is transferred to a person who is not a Group Company; or

          (f)  any other reason and the Group Remuneration Committee  in its
               absolute discretion so permits,

                  then any option held by him or her may be exercised during the
                  period of 12 months commencing on the date of cessation of
                  office or employment, subject to the following proviso. Unless
                  the Group Remuneration Committee decides otherwise in
                  exceptional circumstances:

                    (i)  the maximum number of Units of Stock subject to an
                         option which may be issued or transferred shall be
                         (rounded up to the nearest whole Unit of Stock):

                    A x  B
                         -
                         N

                   where A = the number of Units of Stock subject to an option,
                             after taking account of paragraph (ii) below,

                         B = the number of complete months which have elapsed at
                             the date of death or cessation of office or
                             employment for a reason specified in Rule 5(5)
                             (a)-(f) of this Rule 5 since the Grant Date, and

                         N = 36, and



                                     - 5 -

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          (ii) Units of Stock subject to an option may only be issued or
               transferred to the extent the Performance Conditions have been
               satisfied (but measured over such period as the Group
               Remuneration Committee may decide).

     (6)  A Participant shall not be treated for the purposes of sub-rule (5) of
          this Rule 5 above as ceasing to be an executive director, an officer
          or an employee of a Group Company until such date as he or she is no
          longer an executive director, an officer or an employee of any Group
          Company.

     (7)  Notwithstanding any other provision of the Scheme, an option granted
          under the Scheme may not be exercised after the expiration of the
          period of ten years (or such shorter period as the Group Remuneration
          Committee may have determined before its grant) beginning  with the
          Grant Date.

     (8)  Within 30 days after an option under the Scheme has been  exercised by
          any person, the Court on behalf of the Bank shall procure the issue or
          transfer  to him or her (or a nominee for him or her) of the number of
          Units of Stock in respect of which the option has been exercised
          unless the Group Remuneration Committee considers that the issue or
          transfer thereof would not be lawful in the relevant jurisdiction.

     (9)  It is a condition of exercise of any option that, if the Court so
          requires, the Participant has entered into such joint election under
          Section 431 of the Income Tax (Earnings and Pensions) Act 2003 of the
          United Kingdom with the relevant Group Member as required by the Court
          or such other form of tax election as required by the Court to achieve
          similar effect and in a case where a Group Company and/or the Trustee
          is obliged to (or  would suffer a disadvantage  if it were not to)
          account for any tax (in any  jurisdiction) for which the person in
          question is liable by virtue of the exercise of the option and/or for
          any social security  contributions or similar contributions payable or
          assessable in respect of that Award (together, the "Tax  Liability"),
          that person has either:

          (a)  made a payment to the Group Company and/or the Trustee of an
               amount equal to the Bank's estimate of the Tax Liability; or

          (b)  entered into arrangements acceptable to that or another  Group
               Company and/or the Trustee to secure that such a payment is made
               (whether by authorising the sale of some or all of the Units of
               Stock on his or her behalf and the payment to the relevant person
               of the relevant amount out of the proceeds of sale or otherwise).

     (10) All Units of Stock allotted under the Scheme shall rank pari passu in
          all respects with the Units of Stock of the same class for the time
          being in issue save as regards any rights attaching to such Units of
          Stock by reference to a record date prior to the date of the
          allotment.

     (11) If Units of Stock of the same class as those allotted under the Scheme
          are listed in The Irish Stock Exchange Official List or The London
          Stock Exchange Official  List (or any successor to these Stock
          Exchanges), the Bank shall apply to the Irish Stock Exchange or the
          London Stock Exchange (or any successor to these Stock  Exchanges) for
          any Units of Stock so allotted to be admitted to the appropriate list.

     (12) Options may only be exercised if the Participant is not subject to the
          additional embargo on dealings in Units of Stock by virtue of the Code
          of Conduct for Group Employees, or any replacement guidelines, in
          relation to transactions in securities by directors and relevant
          employees, on the proposed date of exercise of the option.


                                     - 6 -
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6.       Takeover, Reconstruction and Winding-up

     (1)  Subject to sub-rule (6) of this Rule 6 if any person obtains Control
          of the Bank as a result of making a general offer to acquire Units of
          Stock in the Bank, or having obtained Control makes such an offer, the
          Group Remuneration Committee shall notify every Participant thereof
          and an option may be exercised, to the extent permitted by sub-rule
          (7) of this Rule 6, within one month (or such longer period, not
          exceeding 60 days of the offer being declared unconditional in all
          respects, as the Group Remuneration Committee may permit) of such
          notification, and to the extent that it is not exercised within that
          period shall (notwithstanding any other provision of the Scheme) lapse
          on the expiration thereof.

     (2)  For the purposes of sub-rule (1) of this Rule 6, a person shall be
          deemed to have obtained Control of the Bank if he or she and others
          acting in concert with him or her have  together obtained Control of
          it.

     (3)  If:

          (a)  any proposal for the reorganisation of the capital of the Bank or
               for the reconstruction or amalgamation of the Bank involving a
               material change in the nature of the Stock comprised in any
               option becomes unconditional (and for the purposes of this
               sub-rule the determination of the Court of a material change in
               the nature of Stock in any particular case shall be final and
               conclusive); or

          (b)  an order is made for the compulsory winding up of the Bank,

        subject to sub-rule (6) of this Rule 6 the Group Remuneration Committee
        shall forthwith notify every Participant thereof and an option granted
        under the Scheme may be exercised, to the extent permitted by sub-rule
        (7) of this Rule 6, within one month of such notification, and to the
        extent that it is not exercised within that period shall
        (notwithstanding any other provision of the Scheme) lapse on the
        expiration thereof.

     (4)  Where a company (the "Acquiring Company") obtains Control of the Bank
          as a result of making a general offer to acquire Units of Stock in the
          Bank, or having obtained Control makes such an offer, a Participant
          may at any time within a period of six months following the date on
          which the Acquiring Company obtained Control, by agreement with the
          Acquiring Company, release any option granted to him or her under the
          Scheme in consideration of the grant to him or her of a new option
          (the "New Option") over stock or shares in the Acquiring Company, or a
          subsidiary or holding company of the  Acquiring Company, as such
          phrases are defined in Section 155 of the Companies Act 1963.

     (5)  Where a Participant is granted a New Option in consideration of the
          release of an option granted to him or her under the Scheme, the New
          Option will be treated as having been acquired at the same time as the
          option he or she has released and the New Option shall be subject to
          the provisions of the Scheme as it had effect in relation to the
          option immediately before the release, and references in the Scheme to
          the Bank and Units of Stock, or Stock or Ordinary Stock shall be
          construed as references to the Acquiring Company and its stock or
          shares as appropriate or, as the case may be, the other company in
          respect of whose stock or shares the New Option is granted  and its
          stock or shares.

                                     - 7 -
<PAGE>


     (6)  Upon the occurrence of an Internal Reorganisation, an Option shall not
          become exercisable (unless the Group Remuneration Committee, in its
          discretion, determines otherwise) but shall instead be replaced by a
          new option over shares in the company which Controls the Bank or which
          carries on the business of the Bank (as the case may be) that have
          equivalent market values and exercise prices as the Stock to which the
          option relates immediately prior to the Internal Reorganisation (such
          market values to be determined by the Group  Remuneration Committee)
          and the Rules shall continue to apply  to the new award mutatis
          mutandis to take account of this alteration as the Group  Remuneration
          Committee shall reasonably determine.

     (7)  The extent to which an option becomes exercisable pursuant to
          sub-rules (1) or (3) of this Rule 6 shall unless the Group
          Remuneration Committee decides otherwise in exceptional circumstances
          be as follows:

                  (i)      the maximum number of Units of Stock over which an
                           option may be exercised shall be (rounded up to the
                           nearest whole Unit of Stock):

                           A x  B
                                -
                                N

                           where A      =  the number of Units of Stock subject
                                           to an option, after taking account of
                                           paragraph (ii) below,

                                 B      =  the number of complete months
                                           which have elapsed at the date of
                                           the first to occur of the events
                                           specified in sub-rule (1) above
                                           since the Grant Date, and

                                 N      =  36, and

                  (ii)     Units of Stock subject to an option may only be
                           issued or transferred to the extent the Performance
                           Conditions have been satisfied (but measured up to
                           the first to occur of the events specified in this
                           sub-rule).



7.       Variation of Capital

     (1)  In the event of any variation in the capital structure of the Bank,
          including a capitalisation issue, a rights issue, a sub-division or
          consolidation of Stock, or a reduction in capital, and a demerger, a
          payment of a capital dividend or other similar event, the Group
          Remuneration Committee may make such adjustments as it considers
          appropriate under sub-rule (2) of this Rule 7.

     (2)  An adjustment made under this sub-rule shall be to one or more of the
          following:

               (a)  the number and/or nominal value of Units of Stock in respect
                    of which an option granted under the Scheme may be
                    exercised;

               (b)  the price at which Units of Stock may be acquired  by the
                    exercise of an option (provided  that in the event that any
                    alteration of capital results in the reduction of the option
                    price to less than the nominal value of the Stock, the
                    option price shall be the nominal value of such Units of
                    Stock); or

               (c)  where an option has been exercised  but no Units of Stock
                    have been allotted or transferred pursuant to such exercise,
                    the number of Units of Stock which may be so allotted or
                    transferred and the price at which they may be acquired.

                                     - 8 -
<PAGE>


     (3)  The Group  Remuneration Committee shall not be precluded from making
          any adjustment made pursuant to sub-rule (2) of this Rule 7
          retrospectively where any variation in the Bank's capital structure
          occurs after the date of exercise of an option but the relevant record
          date upon which any Stockholder must duly appear in the register of
          members preceded the date of allotment of the relevant Stock.

     (4)  As soon as reasonably practicable after making an  adjustment under
          sub-rule (2) of this Rule 7, the Group Remuneration Committee shall
          give notice in writing to any Participant affected by it.

8.       Alterations

     (1)  Subject to sub-rules (2),(4) and (5) of this Rule 8, the Group
          Remuneration Committee may at any time alter this Scheme, or the
          Performance Condition, or the terms of any option granted under the
          Scheme.

     (2)  Subject to sub-rule (3) of this Rule 8, no alteration to the advantage
          of the persons to whom options have been or may be granted may be made
          under sub-rule (1) of this Rule 8, to Rule 2 (the eligibility of
          Participants), sub-rule (1  of Rule 3 (mandatory performance
          conditions), sub-rule (4) of Rule 3 (calculation of the option price),
          sub-rule (5) of Rule 3 (non-assignability of options), Rule 4 (the
          limits on individual participation and the number of Units of Stock
          which may be issued under the Scheme), Rules 5 and 6 (the terms of
          exercise and the rights attaching to the Units of Stock acquired) and
          Rule 7 (adjustment of options on a variation of capital), or this Rule
          8, without the prior approval by ordinary  resolution of the Bank in
          general meeting.

     (3)   Sub-rule (2) of this Rule 8 shall not apply to:

               (a)  any alteration to benefit the administration of the Scheme,
                    to take account of a change in legislation or to obtain or
                    maintain favourable tax, exchange  control or regulatory
                    treatment for Participants or any Group Company; or

               (b)  any alteration or addition  solely relating to a Performance
                    Condition, subject to sub-rule (5) of this Rule 8.

     (4)  No alteration to the disadvantage of any Participant shall be made
          under sub-rule (1) of this Rule 8 unless:

               (a)  the Court shall have invited every relevant Participant to
                    give an indication as to whether or not he or she approves
                    the alteration, and

               (b)  the alteration is approved by a majority of those
                    Participants who have given such an indication.

     (5)  No alteration which solely  relates to a Performance Condition shall
          be made unless:

               (a)  an event has occurred which has caused the Group
                    Remuneration Committee, following discussion with the Irish
                    Association of Investment Managers, reasonably to consider
                    that the Performance Condition would not, without  the
                    alteration, achieve its original purpose;

               (b)  the altered Performance Condition is in the view of the
                    Group Remuneration Committee no more difficult to satisfy
                    than the original Performance Condition was intended to be
                    when granted; and

               (c)  the Group Remuneration Committee shall act fairly and
                    reasonably in making the alteration.

                                     - 9 -
<PAGE>
     (6)  As soon as reasonably practicable after making any alteration under
          this Rule 8, the Group Remuneration Committee shall give notice in
          writing to any Participant affected by it.

9.       Miscellaneous

     (1)  The rights and obligations of any individual under the terms of his
          office or employment  with any Group Company shall not be affected by
          his participation in the Scheme or any right which he or she may have
          to participate in it

     (2)  If a Participant shall cease for any reason to be in the office or
          employment of a Group Company, he/she shall not be entitled, by way of
          compensation for loss of office or otherwise howsoever, to any sum or
          any benefit to compensate him for the loss of any right or benefit
          accrued or in prospect under the Scheme.

     (3)  In the event of any dispute or disagreement as to the interpretation
          of the Scheme, or as to any question or right arising from or related
          to the Scheme, the decision of the Group Remuneration Committee,
          ratified by the Court, shall be final and binding upon all persons.

     (4)  Any notice or other communication under or in connection with the
          Scheme may be given by personal delivery or by post, in the case of a
          company to its  registered  office, and in the case of an individual
          to his last known address, or, where he or she is a director, officer
          or employee of a Group Company, either to his or her last known
          address  or to the address of the place of business at which he or she
          performs the whole or  substantially the whole of the  duties of his
          office or employment or in an electronic communication to an address
          for the time being notified for that purpose to the person giving the
          notice.

     (5)  No benefit received by a Participant under the Scheme shall be
          pensionable.

     (6)  All costs, charges and expenses (including any capital or stamp duty)
          incurred in introducing and administering the Scheme shall be borne by
          the Group Companies as determined by the Group Remuneration Committee.

     (7)  Any stamp duty chargeable on the instruments of transfer entered into
          pursuant to each option shall be borne by the Bank, or where relevant,
          any Group Company in respect of Participants employed by it.

     (8)  A  Participating Company may provide money to the Trustee or to any
          other  person to enable  that person to acquire Stock to be held for
          the purposes of the Scheme,  or enter into any guarantee or indemnity
          for these purposes, to the extent permitted by law.

10.      GOVERNING LAW AND JURISDICTION

     (1)  This Part One of the Scheme and all options granted under it shall be
          governed and construed in accordance with Irish law and the Courts of
          Ireland shall have exclusive  jurisdiction  to hear any dispute.

11.      Termination of the scheme

     (1)  This Scheme shall terminate on the tenth anniversary of the date on
          which it is approved by the stockholders of the Bank in general court
          or at any earlier time by the passing of a resolution by the Court.
          Termination of the Scheme shall be without prejudice to the subsisting
          rights of Participants.


                                     - 10 -
<PAGE>

                PART TWO - UK INLAND REVENUE APPROVED SCHEME

1.       Definitions and Interpretation

     (1)  In this Scheme, unless the context otherwise requires:

          "Accounting Period" means any  period in respect of which the Bank
          prepares an annual report and financial statements;

          "the Bank" means The Governor and Company of the Bank of Ireland;

          "Code of Conduct for Group  Employees" means guidelines that specify
          the periods during which senior management of a Group Company may deal
          in Bank Stock;

          "Control" means control within the definition given by section 719 of
          the UK Income Tax (Earnings and Pensions) Act 2003;

          "the  Court" means the Court of Directors of the Bank or a duly
          authorised committee thereof;

          "the Grant Date" means the date on which an option was granted;

          "Group  Company" means the Bank or any other company of which the Bank
          has Control;

          "the  Group  Remuneration  Committee"  means  the  group  remuneration
          committee  of the Court  save that upon the  occurrence  of any of the
          corporate  events  described more fully in Rule 6, then the term means
          the  Group   Remuneration   Committee  of  the  Court  as  constituted
          immediately before such event occurs;

          "Internal Reorganisation" means an event contemplated by sub-rules (1)
          or (3) of Rule 6 the result of which is that the Bank  will be under
          the Control of another company or the business of the Bank is carried
          on by another company and the persons who owned the shares in the Bank
          immediately before the change of Control will immediately afterwards
          own more than 75% of the shares in that other company;

          "Participant" means a person who holds an option granted under the
          Scheme;

          "Participating Company" means the Bank or any Subsidiary to which the
          Scheme is expressed by the Group Remuneration  Committee to extend for
          the time being;

          "Performance Condition" is the Performance Condition in the Schedule
          to the  Scheme or such other  conditions as may be specified  by the
          Group  Remuneration Committee under  sub-rule (1) of Rule 3 provided
          that any material change shall only be made following discussion with
          the Irish Association of Investment Managers;

          "Performance Period" unless the Group Remuneration Committee
          determines otherwise on the Grant Date  means the three consecutive
          Accounting Periods of which the first is the Accounting Period in
          which the Grant Date falls (or such shorter period as may be specified
          in Rules 5 or 6);

          "Schedule 4" means Schedule 4 to the Income Tax (Earnings  and
          Pensions) Act 2003 of the United Kingdom;

          "the Scheme" means for options granted under this Part Two, the Bank
          of Ireland Group Executive Stock Option Scheme - 2004 as herein set
          out comprising Rules 1 to 11 of this Part Two but subject to any
          alterations or additions made under Rule 8;


                                     - 11 -
<PAGE>


          "Subsidiary"  means a body corporate which is a subsidiary of the Bank
          within the meaning of Section 736 of the UK Companies  Act 1985 and is
          under the Control of the Bank;

          "the Trustee"  means the trustee or trustees for the time being of any
          trust  established  for the benefit of all or most of the employees of
          the Bank and/or its subsidiaries;

          "Unit of Stock"  means a unit of Ordinary Stock in the capital of the
          Bank and "Units of Stock" and "Stock" and "Ordinary Stock" shall be
          construed accordingly; and

          expressions not otherwise defined in the Scheme have the same meanings
          as they have in Schedule 4.

     (2)  Any reference in the Scheme to any enactment includes a reference to
          that enactment as from time to time  modified, extended  or
          re-enacted.

     (3)  Where the  context so permits, the singular shall include the plural
          and vice versa.

     (4)  Headings  and words in italics are for guidance only and do not form
          part of the Scheme.

     (5)  The attached Schedule forms part of the Scheme.

2.       Eligibility

     (1)  Subject to sub-rule (3) of this Rule 2, a person is eligible to be
          granted an option if (and only if) he or she is on the Grant Date a
          full-time director or a qualifying employee of a Participating
          Company.

     (2)  For the purposes of sub-rule (1) of this Rule 2:

               (a)  an individual shall be treated as a full-time director of a
                    Participating  Company if he or she is obliged to devote to
                    the performance of the duties of his office or employment
                    with Participating Companies not less than 25 hours a week
                    (excluding meal breaks).

               (b)  a qualifying employee, in relation to a Participating
                    Company, is an employee whether full-time or part-time of a
                    Participating Company (other than one who is a director of a
                    Participating Company).

     (3)  A person is not eligible to be granted an option under the Scheme:

               (a)  if at the proposed Grant Date he or she is within three
                    years of his or her anticipated retirement date, or such
                    shorter period (being not less than six  months) as may be
                    specified from time to time by the guidelines issued by the
                    Irish Association of Investment Managers; or

               (b)  when he or she is not eligible to participate in the Scheme
                    by virtue of paragraph 9 of Schedule 4 (material interest in
                    a close company).

3.       Grant of Options

     (1)  Subject to sub-rule (3) and (4) of this Rule 3 and Rule 4, the Group
          Remuneration Committee may at its absolute discretion grant to any
          person who is eligible in accordance  with Rule 2 above an option to
          acquire Units of Stock in the Bank which  satisfy  the requirements of
          paragraphs 16 to 20 of Schedule 4 (fully paid up, unrestricted
          ordinary  share  capital) on the Grant Date (and, subject to sub-rule
          (6) of Rule 7, at the date of exercise of the option) upon the terms
          set out in this Part Two of the Scheme and subject to the Performance
          Condition or such other objective conditions as the Group Remuneration
          Committee may specify on the Grant Date.

                                     - 12 -
<PAGE>
     (2)  The Group Remuneration Committee may adopt such procedures as it
          thinks fit for granting options, whether by issuing  invitations or
          without issuing invitations.

     (3)  An option  may not be  granted under this Part Two of the Scheme
          unless and until the UK Inland Revenue has approved this Part Two of
          the Scheme under Schedule 4.

     (4)  An option may only be granted under the Scheme:

               (a)  within the period of 6 weeks beginning with:

                    (i)  the date on which the Scheme is adopted by the Bank at
                         the Annual General Court; or

                    (ii) the  dealing day next following the date on which the
                         Bank announces its results for any period; or

                    (iii)the removal of any restriction imposed under statute,
                         order or regulation (including any regulation, order or
                         requirement imposed by any regulatory authority) which
                         had previously prevented the grant of an option under
                         sub-paragraph (ii) above; or

               (b)  at any other time when the circumstances are considered by
                    the  Group Remuneration Committee to be sufficiently
                    exceptional to justify its grant; and

               (c)  within  the  period of 10 years beginning with the date on
                    which the Scheme is adopted by the Bank.

     (5)  The price at which Units of Stock may be acquired by the  exercise of
          an option granted under the Scheme shall be determined by the Group
          Remuneration  Committee before it is  granted, but shall not be less
          than the higher of:

               (a)  the average of the closing mid-market prices of Units of
                    Stock of that class (as derived from The London Stock
                    Exchange Daily Official List or any successor to this Stock
                    Exchange) for the three dealing days immediately  preceding
                    the Grant Date, provided that no such dealing day shall fall
                    before the day on which the Bank last announced its results
                    for any period; and

               (b)  the closing price of Units of Stock of that class (as
                    derived from The London Stock Exchange Daily Official List
                    or any successor to this Stock Exchange) on the Grant Date;
                    and

               (c)  if Units of Stock of the same class as those Units of Stock
                    are not quoted in the Official List of The London Stock
                    Exchange, the market value within the meaning of Part VII of
                    the UK Taxation of Chargeable Gains Act 1992 of Units of
                    Stock of that  class, as agreed in advance with Shares
                    Valuation of the UK Inland Revenue, on the Grant Date; and

               (d)  in the case of an option to acquire Units of Stock only by
                    subscription, the price shall not be less than the nominal
                    value of those Units of Stock.


                                     - 13 -
<PAGE>


     (6)  An option granted under the Scheme:

               (a)  shall not, except on the death of a Participant,  be capable
                    of being transferred, assigned, charged or pledged by him or
                    her and any purported transfer, assignment, charge or pledge
                    shall cause the option to lapse forthwith; and

               (b)  shall lapse forthwith if he or she is adjudged bankrupt.

     (7)  There  shall be no monetary consideration for the grant of an option
          under the Scheme.

     (8)  The Bank shall execute an Option in such form and manner as it
          considers appropriate and is in accordance with Irish law and shall
          issue to each Participant an Option Certificate which shall be in such
          form as the Group Remuneration Committee shall from time to time
          determine. The Option Certificate shall include details of:


               (a)  the Grant Date in relation to the option;

               (b)  the number of Units of Stock subject to the option;

               (c)  the exercise price in relation to the option; and

               (d)  the Performance Conditions to be satisfied as a condition of
                    the exercise of the option.

4.       Limits

     (1)  No person shall be granted options under Part Two of the Scheme which
          would at the time they are granted, cause the aggregate market value
          of the Units of Stock  which he or she may acquire in pursuance of
          options granted to him or her under Part Two of the Scheme or under
          any other share option scheme, not being a savings-related  share
          option  scheme, approved under Schedule 4 and established  by the
          Company or any associated company of the Company (and not exercised)
          to exceed or further exceed (pound)30,000 or such other limit as may
          apply from time to time for the purposes of paragraph 6(1) to Schedule
          4.

     (2)  For the  purposes of the limit in sub-rule (1) of Rule 4 of the market
          value of the Units of Stock in relation to which an option was granted
          shall be calculated:

               (a)  in the case of an option granted under this Scheme, as on
                    the day by reference to which the price at which Units of
                    Stock may be acquired by the exercise thereof was determined
                    in accordance with sub-rule (4) of Rule 3;

               (b)  in the case of an option granted under any other approved
                    scheme, as at the time when it was granted or, in a case
                    where an agreement relating to the Units of Stock has been
                    made under paragraph 22(2) of Schedule 4, such earlier time
                    or times as may be provided in the agreement; and

               (c)  in the case of any other option, as on the day or days by
                    reference to which the price at which shares may be acquired
                    by the exercise thereof was determined.

     (3)  No person shall be granted an option which would, at the time it is
          granted, cause the aggregate price at which he or she may acquire
          Units of Stock in pursuance of options granted to him or her in the
          same Accounting Period under either Part One or Part Two of the Scheme
          to exceed 100% of his or her salary; and for the purposes of this
          sub-rule a person's salary shall be taken to be his or her basic
          salary before tax (excluding bonuses and benefits in kind) expressed
          as an annual rate, payable to him or her at that time by the Group
          Company by which he or she is employed.

                                     - 14 -

<PAGE>

     (4)  No options shall be granted which would, on the date they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of ten years  ending  with the date the
          options (or other awards) are granted or been issued in that period,
          under this Scheme or under any other employees' stock scheme adopted
          by the Bank, to exceed such number as represents 10% of the Units of
          Stock of the Bank in issue at that time

     (5)  No options shall be granted which would, on the date they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of ten years ending with the date the
          options (or other awards) are granted, or been issued in that period,
          under this Scheme or under any other executive stock scheme adopted by
          the Bank, to exceed such number as represents 5% of the Units of Stock
          of the Bank in issue at that time.

     (6)  No options shall be granted which would, at the time they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of five years ending with the date the
          options (or other awards) are granted, or been issued in that period,
          under this Scheme or under any other employees' stock scheme adopted
          by the Bank,  to exceed such number as represents  5% of the Units of
          Stock of the Bank in issue at that time.

     (7)  No options shall be granted which would, at the time they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of three years ending with the date the
          options (or other awards) are granted, or been issued in that period,
          under this Scheme or under any other  employees' stock scheme adopted
          by the Bank, to exceed such number as represents 3% of the Units of
          Stock of the Bank at that time.

     (8)  Any option granted under the Scheme shall take effect so that the
          above limits are complied with.

     (9)  Where any option or award relating to unissued Units of Stock:

          (a)  lapses pursuant to sub-rule (6) of Rule 3 or pursuant to Rules 5
               or 6, the  Units of Stock concerned will be ignored when
               calculating the limits in sub-rules (4), (5), (6) and (7) of this
               Rule 4;

          (b)  is disclaimed, the Units of Stock concerned will be included when
               calculating the limits in sub-rules (4), (5), (6) and (7) of this
               Rule 4.

     (10) Any treasury Stock transferred under the Scheme shall be deemed to be
          newly issued Stock when  calculating the limits in sub-rules (4), (5),
          (6) and (7) of this Rule 4.

     (11) Any Units of Stock in the Bank which have been issued or which may be
          issued to the  Trustee to satisfy  the  exercise of any Award shall be
          included for the purposes of the limits set out in sub-rules (4), (5),
          (6) and (7) of this Rule 4.

5.       Exercise of Options; Termination of Options

     (1)  The exercise of any option granted under the Scheme shall be effected
          in such form and  manner as the Court may from time to time  prescribe
          and any notice of exercise shall take effect only when received by the
          Bank  together  with the relevant  exercise  monies or an agreement to
          provide such monies pursuant to arrangements acceptable to the Bank.

     (2)  Subject to sub-rule (5) of this Rule 5 and to sub-rules (1) and (3) of
          Rule 6, an option granted under the Scheme may not be exercised before
          the third anniversary of the Grant Date.

     (3)  The  following provisions apply in relation to the Performance
          Condition and other conditions imposed  by the Group Remuneration
          Committee pursuant to sub-rule (1) of Rule 3:

                                     - 15 -

<PAGE>


          (a)  an option granted under the Scheme may only be exercised to the
               extent that:

               (i)  the Performance Condition  is  satisfied as at the date of
                    exercise (including where it is deemed to be satisfied under
                    sub-rule (3) of this Rule 5); and

               (ii) as permitted by any other condition specified under sub-rule
                    (1) of Rule 3;

          (b)  in relation to an option (or any part of an option) which would,
               except for sub-rule (3)(a) of this Rule 5, become exercisable
               before the end of  the performance period specified  in the
               Performance Condition only by reason of sub-rule (5) of this Rule
               5 or Rule 6, the Group Remuneration  Committee  may,  at its
               discretion and acting fairly and reasonably,  determine whether
               and to what extent the Performance Condition shall be deemed to
               be satisfied having regard to the performance of the Bank since
               the Grant Date, unless the Group  Remuneration Committee
               determines that  exceptional circumstances have arisen in which
               case an option may be exercised to the extent (if any  permitted
               by the Group Remuneration Committee notwithstanding that the
               Performance Condition has not been satisfied; and

          (c)  if the Performance Condition is not (and is not deemed to be)
               satisfied and exceptional circumstances have not arisen in
               accordance with sub-rule (3)(b) of this Rule 5, the option shall
               immediately and regardless of any other Rule of this Scheme cease
               to be capable of exercise and lapse.

     (4)  Subject to sub-rule (5) of this Rule 5, if any Participant ceases to
          be an executive director or employee of a Group Company for any
          reason, including (without limitation) resignation, early retirement
          or dismissal, any option  granted to him or her under the Scheme will
          lapse upon the date of such cessation.

     (5)  If any Participant ceases to be an executive director or an employee
          of a Group Company by reason of:

          (a)  death;

          (b)  injury, ill-health or disability (each proved to the satisfaction
               of the Group Remuneration Committee); or

          (c)  redundancy within the meaning of the Employment Rights Act 1996
               of the United Kingdom; or

          (d)  retirement after reaching the age at which he or she is bound to
               retire in accordance with his or her contract of employment; or

          (e)  his office or  employment  is in a company which ceases to be a
               Group  Company,  or relates  to a business or part of a business
               which is transferred to a person who is not a Group Company; or

          (f)  any other  reason  and the Group Remuneration Committee in its
               discretion acting fairly and reasonably so permits,

                  then any option held by him or her may be exercised during the
                  period of 12 months commencing on the date of cessation of
                  office or employment, subject to the following proviso. Unless
                  the Group Remuneration Committee acting fairly and reasonably
                  decides otherwise in exceptional circumstances:

                                     - 16 -

<PAGE>


                    (i)  the  maximum number of Units of Stock  subject to an
                         option  which  may be issued or transferred shall be
                         (rounded up to the nearest whole Unit of Stock):

                       A x  B
                            -
                            N

                       where    A      =    the number of Units of Stock subject
                                            to an option, after taking account
                                            of paragraph (ii) below,

                                B      =    the number of complete months
                                            which have elapsed at the date of
                                            death or cessation of office or
                                            employment for a reason specified in
                                            sub-rule (5)(a)-(f) of this Rule 5
                                            since the Grant Date, and

                                N      =    36, and

                    (ii) Units of Stock subject to an option may only be issued
                         or transferred to the extent the Performance Conditions
                         have been  satisfied (but measured over such period as
                         the Group Remuneration Committee may decide).

     (6)  A Participant shall not be treated for the purposes of sub-rule (5) of
          this Rule 5 as ceasing to be an executive director or an employee of a
          Group  Company  until such date as he or she is no longer an executive
          director or an employee of any Group Company.

     (7)  Notwithstanding  any other provision of the Scheme, an option granted
          under the  Scheme may not be exercised after the expiration  of the
          period of ten years (or such shorter period as the Group Remuneration
          Committee may have determined  before its grant) beginning  with the
          Grant Date.

     (8)  A  Participant shall not be eligible to exercise an option under the
          Scheme at any time when he or she is not eligible to participate in
          the Scheme by virtue of paragraph 9 of Schedule 4 (material  interest
          in a close company).

     (9)  Within 30 days after an option under the Scheme has been exercised by
          any person, the Court on behalf of the Bank shall procure the issue or
          transfer  to him or her (or a nominee for him or her) of the number of
          Units of Stock in respect of which  the option has been exercised
          unless the Group Remuneration Committee considers that the issue or
          transfer thereof would not be lawful in the relevant jurisdiction.

     (10) It is a condition of exercise of any option that, in a case where a
          Group Company and/or the Trustee is obliged to (or would suffer a
          disadvantage if it were not to) account for any tax (in any
          jurisdiction) for which the person in question is liable by virtue of
          the exercise of the  option and/or for any social security
          contributions or similar contributions payable or assessable in
          respect of that Award (together, the "Tax Liability"), that person has
          either:

          (a)  made a payment to the Group Company and/or the Trustee of an
               amount equal to the Bank's estimate of the Tax Liability; or

          (b)  entered into arrangements acceptable to that or another Group
               Company and/ or the Trustee to secure that such a payment is made
               (whether by authorising the sale of some or all of the Units of
               Stock on his or her behalf and the payment to the relevant person
               of the relevant amount out of the proceeds of sale or otherwise).

                                     - 17 -
<PAGE>


     (11) All Units of Stock  allotted under the Scheme shall rank pari passu in
          all respects with the Units of Stock of the same class for the time
          being in issue save as regards any rights attaching to such Units of
          Stock by reference to a record date prior to the date  of the
          allotment.

     (12) If Units of Stock of the same class as those allotted under the Scheme
          are listed in The Irish Stock Exchange Official List or The London
          Stock Exchange Official List (or any successor to these exchanges),
          the Bank shall apply to the Irish Stock Exchange or the London Stock
          Exchange (or any successor to these exchanges) for any Units of Stock
          so allotted to be admitted to the appropriate list.

     (13) Options may only be exercised if the Participant is not subject to the
          additional embargo on dealings in Units of Stock by virtue of the Code
          of Conduct for Group Employees, or any replacement  guidelines,  in
          relation to transactions in securities by directors and relevant
          employees, on the proposed date of exercise of the option.

     (14) For the purposes of paragraph 35A of Schedule 4 the specified
          retirement age shall be 55.

6.       Takeover, Reconstruction and Winding-up

     (1)  Subject to sub-rule (6) of this Rule 6 if any person obtains Control
          of the Bank as a result of making a general offer to acquire Units of
          Stock in the Bank, or having obtained Control makes such an offer, the
          Group Remuneration Committee shall notify every Participant  thereof
          and an option may be exercised, to the extent permitted by sub-rule
          (7) of this Rule 6, within one month (or such longer  period,  not
          exceeding 60 days of the offer being declared unconditional in all
          respects, as the Group Remuneration Committee may  permit) of such
          notification, and to the extent that it is not exercised  within that
          period shall (notwithstanding any other provision of the Scheme) lapse
          on the expiration thereof.

     (2)  For the purposes of sub-rule (1) and (6) of this  Rule 6, a person
          shall be deemed to have obtained Control of the Bank if he or she and
          others acting in concert with him or her have together obtained
          Control of it.

     (3)  If:

          (a)  any proposal for the reorganisation of the capital of the Bank,
               or the reconstruction or amalgamation of the Bank including a
               material change in the nature of the Stock comprised in any
               option becomes unconditional (and for the purposes of this
               sub-rule the determination of the Court of a material change in
               the nature of Stock in any particular case shall be final and
               conclusive); or

          (b)  the Bank passes a resolution for voluntary winding up; or

          (c)  an order is made for the compulsory winding up of the Bank,

               subject to sub-rule (6) of this Rule 6 the Group Remuneration
               Committee shall forthwith notify every Participant thereof and an
               option granted under the Scheme may be exercised, to the extent
               permitted by sub-rule (7) of this Rule 6, within one month of
               such  notification, and to the extent that it is not  exercised
               within that period shall (notwithstanding any other provision of
               the Scheme) lapse on the expiration thereof.

     (4)  Where a company (the "Acquiring Company") obtains Control of the Bank
          as a result of making a general offer to acquire Units of Stock in the
          Bank, or having obtained Control makes such an offer, a Participant
          may at any time within a period of six months following the date on
          which the Acquiring Company obtained Control, by agreement with the
          Acquiring  Company, release any option granted under the Scheme (the
          "Old Option") in consideration of the grant to him or her of a new
          option (the "New  Option") which, within the meaning ascribed by
          paragraph  26(3) of Schedule 4, is equivalent to the Old Option but
          relates to stock or shares in a different company (within  the
          Acquiring Company or some other company falling within paragraph 16(b)
          or (c) of Schedule 4).

                                     - 18 -

<PAGE>


     (5)  The New Option shall not be regarded for the purposes of sub-rule (4)
          of this Rule 6 as equivalent to the Old Option unless the conditions
          set out in paragraph 27(4) of Schedule 4 are satisfied, but so that
          the provisions of the Scheme shall for this purpose be construed as
          if:

          (a)  the New Option was an option granted under the Scheme at the same
               time as the Old Option;

          (b)  except for the purposes of the definitions of "Group Company",
               "Participating Company" and "Subsidiary", the expression "the
               Company" was defined as "a company  whose shares may be acquired
               by the exercise of options granted under this Scheme"; and

          (c)  Sub-rule (2) of Rule 8 of the Scheme was omitted.

     (6)  Upon the occurrence of an Internal Reorganisation where a new option
          is offered  pursuant to sub-rule 4 of this Rule 6, an option shall not
          become  exercisable but shall instead be replaced by a new option over
          shares in the company which Controls the Bank or which carries on the
          business of the Bank (as the case may be) that have equivalent  market
          values and  exercise  prices as the Stock to which the option  relates
          immediately prior to the Internal Reorganisation (such market values
          to be determined by the Group  Remuneration Committee) and the Rules
          shall  continue  to apply to the new award mutatis  mutandis  to take
          account of this alteration as the Group  Remuneration  Committee shall
          reasonably determine.

     (7)  The extent to which an option becomes exercisable pursuant to
          sub-rules (1) or (3) of this Rule 6 shall unless the Group
          Remuneration Committee acting fairly and reasonably decides otherwise
          in exceptional circumstances be as follows:

               (i)  the maximum number of Units of Stock over which an option
                    may be exercised shall be (rounded up to the nearest whole
                    Unit of Stock):

                           A x  B
                                -
                                N

                  where A       =      the number of Units of Stock subject to
                                       an option, after taking account of
                                       paragraph (ii) below,

                        B       =      the number of complete months which have
                                       elapsed at the date of the first to occur
                                       of the events specified in sub-rule (1)
                                       above since the Grant Date, and

                        N      =        36, and

               (ii) Units of Stock subject to an option may only be issued or
                    transferred to the extent the Performance Conditions have
                    been satisfied (but measured up to the first to occur of the
                    events specified in this sub-rule).

                                     - 19 -

<PAGE>

7. Variation of Capital

     (1)  In the event of any variation of the share  capital of the Bank, the
          Group Remuneration Committee may make such adjustments as it considers
          appropriate under sub-rule (2) of this Rule 7.

     (2)  An adjustment made under this sub-rule shall be to one or more of the
          following:

               (a)  the number and/or nominal value of Units of Stock in respect
                    of which an option granted under the Scheme may be
                    exercised;

               (b)  the  price at which Units of Stock may be  acquired  by the
                    exercise of an option (provided  that in the event that any
                    variation of capital results in the reduction of the option
                    price to less than the nominal value of the Stock, the
                    option price shall be the nominal value of such Units of
                    Stock); or

               (c)  where an option has been exercised but no Units of Stock
                    have been allotted or transferred pursuant to such exercise,
                    the number of Units of Stock which may be so allotted  or
                    transferred and the price at which they may be acquired.

     (3)  At a time when the Scheme is approved by the UK Inland  Revenue under
          Schedule 4, no adjustment under sub-rule (2) above shall be made
          without the prior approval of the UK Inland Revenue.

     (4)  The Group Remuneration Committee shall not be precluded from making
          any adjustment made pursuant to sub-rule (2) of this Rule 7
          retrospectively where any variation in the Bank's capital structure
          occurs after the date of exercise of an option but the relevant record
          date upon which any Stockholder must duly appear in the register of
          members  preceded the date of allotment of the relevant Stock.

     (5)  As soon as reasonably practicable after making an adjustment under
          sub-rule (2) of this Rule 7, the Group Remuneration Committee shall
          give notice in writing to any Participant affected by it.

     (6)  If the Units of Stock subject to any option cease to satisfy the
          requirements of paragraphs 16 to 20 of Schedule 4 at any time after
          the Grant Date then:

               (a)  the Court shall as soon as practicable notify the UK Inland
                    Revenue of this;

               (b)  the grantor of the option will not be required to allot,
                    transfer  or procure  the  allotment  or  transfer of shares
                    which  satisfy  those  requirements  upon the exercise of an
                    option;

               (c)  for the avoidance of doubt, all unexercised options shall
                    continue to exist; and

               (d)  the Scheme shall continue to exist but if the UK Inland
                    Revenue withdraw their approval of the Scheme under Schedule
                    4 it shall continue to exist as an unapproved share option
                    scheme.

8.       Alterations

     (1)  Subject to  sub-rules (2), (4) and (5) of this Rule 8, the Group
          Remuneration Committee may at any time alter this Scheme, or the
          Performance Condition. When this Scheme is approved by the UK Inland
          Revenue under Schedule 4, no alteration to the Scheme made under  this
          Rule shall have effect unless and until the Inland Revenue have
          approved the alteration.

                                     - 20 -
<PAGE>
     (2)  Subject to sub-rule (3) of this Rule 8, no alteration to the advantage
          of the persons to whom  options have been or may be granted may be
          made under  sub-rule (1) of this Rule 8, to any of the provisions
          concerning Rule 2 (the eligibility of Participants), sub-rule (1) of
          Rule 3 (mandatory performance conditions), sub-rule (4) of Rule 3
          (calculation of the option price), sub-rule (5) of Rule 3
          (non-assignability of options), Rule 4 (the limits on individual
          participation and the number of Units of Stock which may be issued
          under the Scheme), Rules 5 and 6 (the terms of exercise and the rights
          attaching to the Units of Stock acquired) and Rule 7 (adjustment of
          options on a variation of capital), or this Rule, without the prior
          approval by ordinary resolution of the Bank in general meeting.

     (3)  Sub-rule (2) of this Rule 8 shall not apply to:

               (a)  any minor alteration to benefit the administration of the
                    Scheme, to take account of a change in legislation or to
                    obtain or maintain favourable tax, exchange control or
                    regulatory treatment for Participants or any Group Company;
                    or

               (b)  any alteration or addition solely relating to a Performance
                    Condition.

     (4)  No alteration to the disadvantage of any Participant shall be made
          under sub-rule (1) of this Rule 8 unless:

               (a)  the Court shall have invited every relevant Participant to
                    give an indication as to whether or not he or she approves
                    the alteration, and

               (b)  the alteration is approved by a majority of those
                    Participants who have given such an indication.

     (5)  No alteration which solely relates to a Performance Condition shall be
          made unless:

               (a)  an event has occurred which has caused the Group
                    Remuneration Committee, following discussion with the Irish
                    Association of Investment Managers, reasonably to consider
                    that the Performance  Condition  would not, without the
                    alteration, achieve its original purpose;

               (b)  the altered  Performance Condition is no more difficult to
                    satisfy than the original Performance Condition was intended
                    to be when granted; and

               (c)  the Group Remuneration Committee shall act fairly and
                    reasonably in making the alteration.

     (6)  As soon as reasonably practicable after making any alteration under
          this Rule 8, the Remuneration Committee shall give notice in writing
          to any Participant affected by it.


9.       Miscellaneous

     (1)  The rights and obligations of any individual under the terms of his
          office or employment with any Group Company shall not be affected by
          his participation in the Scheme or any right which he or she may have
          to participate in it.

     (2)  If a  Participant shall cease for any reason to be in the office or
          employment of a Group  Company, he shall not be entitled, by way of
          compensation for loss of office or otherwise howsoever, to any sum or
          any benefit to compensate him for the loss of any right or benefit
          accrued or in prospect under the Scheme.

                                     - 21 -
<PAGE>


     (3)  In  the  event of any dispute or disagreement as to the interpretation
          of the Scheme, or as to any  question or right arising  from or
          related to the  Scheme, the decision of the Remuneration Committee,
          ratified by the Court, shall be final and binding upon all persons.

     (4)  Any notice or other communication under or in connection with the
          Scheme may be given by personal delivery or by post, in the case of a
          company  to its registered office, and in the case of an individual to
          his last known address, or, where he or she is a director, officer or
          employee of a Group Company, either to his/her last  known address or
          to the address of the place of business at which he or she performs
          the whole or substantially the whole of the duties of his office or
          employment or in an electronic communication to an address for the
          time being notified for that purpose to the person giving the notice.

     (5)  No benefit received by a Participant under the Scheme shall be
          pensionable.

     (6)  All costs, charges and expenses (including any capital or stamp duty)
          incurred in introducing and administering the Scheme shall be borne by
          the Group Companies as determined by the Group Remuneration Committee.

     (7)  Any stamp duty chargeable on the instruments of transfer entered into
          pursuant to each option shall be borne by the Bank, or where relevant,
          any Group Company in respect of Participants employed by it.

     (8)  A Participating Company may provide money to the Trustee or any other
          person to enable that person to acquire Stock to be held for the
          purposes of the Scheme, or enter into any guarantee or indemnity for
          these purposes, to the extent permitted by law.

10.      Governing law and jurisdiction

     (1)  This Part Two of the Scheme and all options granted under it shall be
          governed and construed in accordance with Irish law and the Courts of
          Ireland shall have exclusive jurisdiction to hear any dispute.

11.      Termination of the scheme

     (1)  This Scheme shall terminate on the tenth anniversary of the date on
          which it is approved by the stockholders of the Bank in general court
          or at any earlier time by the passing of a resolution by the Court.
          Termination of the Scheme shall be without prejudice to the subsisting
          rights of Participants.



                                     - 22 -
<PAGE>

                                    SCHEDULE
                             PERFORMANCE CONDITIONS
1.    For the purpose of this Schedule:

          (a)  The ''EPSE'' of the Bank means alternative EPS of  the
               Bank calculated as the profit in cents attributable to each
               Unit of Stock, based on the consolidated profit of the
               Accounting Period concerned after tax, minority interests,
               amortisation of goodwill and exceptional items and after
               deducting preference  dividends and other appropriations in
               respect of preference shares, divided by the weighted average
               number of Units of Stock in issue in respect of the
               Accounting Period concerned, or if the Group Remuneration
               Committee so determines, such other additional earnings  per
               share calculated at any other level of profit as presented in
               accordance with Financial Reporting Standard No.3, as shown in
               either case in the audited consolidated accounts issued by
               the Bank for such Accounting Period; provided that EPS for any
               Accounting Period shall be adjusted to the extent
               considered appropriate by the Group Remuneration Committee to
               take account of any change in accounting policies or method of
               calculating earnings per share necessary to put the calculation
               of EPS for the relevant Accounting Periods on a broadly
               comparable basis.

          (b)  ''EPSE''  means the All Items Consumer Price Index compiled
               and published by the Central Statistics Office of the
               Government of Ireland.

          (c)  ''Performance Period'' means the three Accounting Periods
               beginning with the Accounting Period in which an option is
               granted (or such shorter period as may be specified by the
               Remuneration  Committee pursuant to sub-rule (3) of Rule 5).

          (d)  Unless the context otherwise admits, words and expressions in
               this Schedule have the same meanings as they have in the Scheme.

2.   The compound  annual growth in EPS in excess of the rate of increase in the
     CPI (''X'') shall be calculated by comparing the EPS in the Accounting
     Period immediately preceding the relevant Performance Period (''EPS1'')
     with the EPS in the final Accounting Period of the relevant Performance
     Period (''EPS2''), and by comparing  the CPI for the last month in the
     Accounting Period immediately preceding the relevant Performance Period
     (''CPI1''),  with the CPI for the last month in the final Accounting
     Period of the relevant Performance Period (''CPI2''), as follows:

              1/n
      Y = EPS2    , where n is the number of Accounting Periods in the
          EPS1      Performance Period

             1/n
      Z =CPI2
         CPI1

      X =100 x (Y-Z)

3.   An option may only be exercised if X is equal to or greater than 5.

4.   Subject to sub-rule (5) of Rule 8 of the Scheme, the Group Remuneration
     Committee makes such adjustments to any or all of the terms of the Schedule
     as it considers appropriate to take account of: (a) any increase or
     variation of the share capital of the Bank;

     (b)  any change to the Accounting Standards adopted by the Bank;

     (c)  the  occurrence of an event specified in Rules 5 and 6 of the Scheme;
          or

     (d)  any of the factors which are, in the opinion of the Group Remuneration
          Committee, relevant.


                                      - 22 -