##### 



Exhibit 4.1
 Dated the th day of 2006
 The Governor and Company of the Bank of Ireland
  the Trustees as defined within
 DEED OF AMENDMENT RULES
  BANK OF IRELAND GROUP
STAFF STOCK ISSUE  2006 SCHEME




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THIS
DEED OF AMENDMENT th   BETWEEN
 (1)
    
    The Governor and Company of the Bank of Irelandwhose head office is situated at Lower Baggot
Street, Dublin 2, (hereinafter in this Deed called the
Bank); and
 (2)
    
    Giles Kerrof Bank of Ireland, Head Office, Lower Baggot Street, Dublin 2; and John Clifford
of Bank of Ireland, Head Office, Lower Baggot Street, Dublin 2; and Brendan Whelanof Bank of
Ireland, Head Office, Lower Baggot Street, Dublin 2(hereinafter in this Deed and the Rules
called the Trusteeswhich expression where the context so admits shall include the survivor
or survivors of them or any other or others being the trustee or trustees for the time being
hereof).
 WHEREAS:
 A.
    
    By a resolution of the Annual General Court of the Bank held on the 2nd day of
July 1997 authority was given to the Court of Directors to establish the Bank of Ireland Group
Employee Stock Issue Scheme  1997 (the 1997 Scheme) and on 30 April 1998 the Bank, the then
participating companies and the then trustees executed a deed (the Principal Deed) in
connection with that scheme.B.
    
    The Principal Deed has been amended from time to time.
 C.
    
    Under clause 16 of the Principal Deed the Bank and the Trustees may at any time amend the
Principal Deed subject to the prior written approval of the Revenue Commissioners. The Bank
and the Trustees wish to amend the Principal Deed and incorporate these amendments, together
with all amendments made to the Principal Deed to date, into a consolidated deed (this Deed).
 D.
    
    By a resolution of the Annual General Court of the Bank held on the [21st] day of
July 2006 the Bank resolved to replace the 1997 Scheme with a new scheme, the Bank of Ireland
Group Staff Stock Issue  2006 Schemeand this Deed and schedule shall give effect to such
resolution.
 E.
    
    It is intended that the said scheme shall be an approved scheme within the meaning of Chapter
1, Part 17 of the Taxes Consolidation Act 1997 and Schedule 11 to that Act as amended or
re-enacted from time to time and constituting an Employees Share Scheme, the purpose of which
is to provide funds to the Trustees to enable
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them to acquire Ordinary Stock in the capital of the Bank and subsequently to appropriate
the said Stock to Eligible Employees of any Participating Company.
 F.
    
    The Trusteeswish to declare the trusts upon which they will act and the Bankand the other
Participating Companieshave agreed to join in this Deed for the purposes mentioned herein.
 NOW THIS DEED WITNESSES
 Bank of Ireland Group
Employee Stock Issue  2006 Scheme
 1
    
    Interpretation
  2
    
    Participating Companies Covenants
  3
    
    Trustees Covenants
 UPON TRUST
 3




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4
    
    Conditions as to the Trustees
 4.1
    
    Number of Trustees
  4.2
    
    Location of Trustees
  4.3
    
    Resignation of Trustees
  4.4
    
    Removal of Trustees
 4.4.1
    
    The Bank may at any time subject to the prior written approval of the Revenue Commissioners
by deed supplemental to this Deed in its absolute discretion and without assigning any reason
therefor remove a Trustee from office or appoint new or additional Trustee(s).
 4.4.2
    
    When a Trustee resigns or is removed from office he shall forthwith do all acts and things
necessary to vest the assets of the Scheme in the joint names of the continuing and/or new
Trustees.
 4.5
    
    Independence of Trustees
  5
    
    Trust Expenses and Trustee Remuneration
 5.1
    
    The Participating Companies shall pay or reimburse to the Trustees upon demand in such
proportions as the Trustees shall determine to be equitable all charges and expenses
reasonably incurred by the Trustees in the establishment of the Scheme and
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in the course of the administration of the trusts of this Deed including the remuneration (if
any) from time to time payable to any Trustee hereof for acting as such under clauses 5.2,
5.3 or 5.4 below.
 5.2
    
    Any individual Trustee shall be entitled to receive and to retain as remuneration for his
services hereunder such sum or sums as the Bank may from time to time agree shall be paid to
him therefor (unless he is an officer or employee of a Participating Company or any company
associated with it) and he shall not be disqualified from voting or taking part in any
decision of the Trustees on any matter by virtue of any personal and beneficial interest
(actual or prospective) therein unless material.
 5.3
    
    Any Trustee being a solicitor, accountant, stockbroker or other person engaged in any
profession or business shall be entitled to be paid all usual professional or proper charges
as may be agreed in writing with the Bank from time to time for business transacted, time
expended and acts done by him or any employee or partner of his firm in connection with this
Deed including acts which a Trustee not being in any profession or business could have done
personally.
 5.4
    
    Any Trustee being a body corporate (whether or not a trust corporation) may charge and be
paid such reasonable remuneration or charges as shall from time to time be agreed in writing
between the Bank and such body corporate and any such body corporate being a bank or other
financial institution shall be entitled (without accounting for any resultant profit) to act
as banker and to perform any services in relation to this Deed on the same terms as would be
made with a customer in the ordinary course of its business as a banker or other financial
institution.
 6
    
    Trustees Indemnified
 6.1
    
    No Trustee for the time being of the Scheme and no director or employee of any corporate
trustee shall be responsible chargeable or liable in any manner whatsoever for or in respect
of any loss of or any depreciation in or default upon any of the investments securities stocks
or policies in or upon which any part of the Scheme may at any time be invested or for any
delay which may occur from whatever cause in the investment of any moneys belonging thereto or
for the safety of any securities or documents of title deposited by the Trustees for safe
custody or for the exercise of any discretionary power vested in the Trustees by the Trust
Deed (including any act or omission by any committee appointed by the Trustees) or by reason
of any other matter or thing except fraud, deliberate culpable disregard of the interests of
all or of any of the beneficiaries under the Scheme, or negligence, breach of duty or want of
skill, care or diligence on the part of any Trustee.
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6.2
    
    Each of the Trustees and each director of any corporate trustee shall be indemnified jointly
and severally by the Bank and any other Participating Company against all liabilities incurred
by such Trustee in the execution of the trusts of and in the management and administration of
the Scheme other than liabilities arising as a consequence of fraud or deliberate and culpable
disregard of the interests of all or any of the beneficiaries under the Scheme or negligence,
breach of duty or want of skill, care or diligence on the part of any Trustee.
 6.3
    
    Any Trustee who is engaged in the business of providing a trustee service for a fee shall, if
it has not already done so, undertake to ensure that it and any person or corporate body to
whom functions are delegated under Clause 9, has valid professional indemnity insurance cover,
for as long as that Trustee is engaged in the business of providing a trustee service for a
fee in respect of the Scheme.
 7
    
    Trustees Interests in the Scheme
 7.1
    
    A person shall not be disqualified from acting as a Trustee hereof by reason of the fact that
he is or has been a Member, or a director or employee of a Participating Company or any
company associated with it; or being a corporate trustee is itself a subsidiary of or
associated with a Participating Company nor shall he or it be accountable for any benefit
received by him, or any employee of it under the Scheme.
 7.2
    
    No decision of or exercise of a power by the Trustees will be invalidated or questioned on
the ground that the Trustees or any individual Trustee or any member of the board of directors
of a corporate Trustee had a direct or personal interest as a beneficiary under the Scheme in
the result of any such decision or in the exercising of any such power.
 8
    
    Participating Companies to Supply Information
  9
    
    Trustee Powers
  6




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9.1
    
    Subject to Clause 4.5, full power and discretion to agree with the Bank all matters relating
to the operation and administration of the trusts of this Deed and so that no person claiming
any interest under such trusts shall be entitled to question the legality and correctness of
any arrangement or agreement made between the Bank and the Trustees in relation to such
operation and administration.
 9.2
    
    Power to arrange for any Participating Company to account to the Revenue Commissioners or
other authority concerned for any amounts deducted from payments made pursuant to this Deed in
respect of income tax and other deductions required by law.
 9.3
    
    Power by resolution:
 9.3.1
    
    To authorise the manner in which cheques and other documents shall be signed on
their behalf, and
 9.3.2
    
    To delegate the signing of such cheques and documents to such person or persons
as they shall think fit.
 9.4
    
    The Trustees may from time to time appoint for the proper administration and management of
the Scheme, such secretarial or executive officers or staff as they consider desirable, on
such terms as they think fit.
 9.5
    
    A Trustee hereof being a body corporate (whether or not a trust corporation) may in its
capacity as Trustee hereof act by its proper officers or employees and may by such proper
officers or employees have and exercise all powers, trusts and discretions vested in it
hereunder.
 9.6
    
    The Trustees shall be entitled to procure that any one or more of them may be registered as
holder of any Scheme Stock held by them upon the trusts of this Deed.
 9.7
    
    The Trustees may act on the advice or opinion of any lawyer, broker, actuary, accountant or
other professional or business person whether such advice was obtained by the Trustees or by
the Bank or any other Participating Company. The Trustees may choose whether to act or not
act on such advice or opinion and shall not be responsible for any loss occasioned by their so
acting or not acting.
 9.8
    
    The Trustees may employ any agent or agents to transact all or any business of whatsoever
nature required to be done in the administration of the trusts, powers and provisions hereof
(including the receipt and payment of money and the purchase and
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appropriation of Stock) and the Trustees shall not be responsible for the default of or any
loss caused by the employment of any such agent or agents. Such delegation may be made upon
such terms and conditions, including power to sub-delegate, and subject to such regulations
as the Trustees may think fit.
 9.9
    
    The Trustees may at any time cause any part of the trust property and the Scheme Stock to be
held on their behalf by a nominee or deposited for safekeeping with any one or more of the
Trustees or a custodian or any other persons (including any company or corporation) on behalf
of the Trustees on such terms as the Trustees determine including the power for any custodian
to appoint a sub-custodian, and may cause any part of the trust property and the Scheme Stock
comprised of shares or shares to be held in bearer, certificated or uncertificated form and
the Trustees may pay any expenses in connection therewith;
 10
    
    Trustees Meetings and Resolutions
  10.1
    
    Subject to clause 10.8 the Trustees (which in this Clause shall include the duly authorised
officer of a body corporate which is a trustee) may meet together for the dispatch of
business, adjourn and otherwise regulate their meetings as they think fit and may determine
provided all meetings shall be held in Ireland. The chairman of every meeting of the Trustees
shall be elected by the meeting. The quorum for any meeting shall be a majority of the
Trustees and questions arising shall be decided by a majority of votes and in case of equality
of votes the chairman of the meeting shall have a second or casting vote.
 10.2
    
    Any Trustee may participate in a meeting of the Trustees by means of a conference telephone
or similar communicating equipment whereby all persons participating in the meeting can hear
each other, and participation in a meeting in this manner will be deemed to constitute
presence in person at such meeting but, for the purposes of determining whether the quorum for
the transaction of business exists, any Trustee in telephonic communication with a meeting of
Trustees will not be counted in the quorum.
 10.3
    
    Subject to clause 10.8 a resolution in writing signed by all the Trustees for the time being
shall be as valid and effectual as a resolution passed at a meeting of the Trustees. Such
resolution may be contained in one document or in several documents in like form each signed
by one or more of the Trustees which, when taken together,
 8




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have been signed by the majority of Trustees. Such resolutions shall be entered in the Minute
Book referred to in clause 10.5.
 10.4
    
    Subject to clause 10.8 a meeting of the Trustees at which a quorum is present shall be
competent to exercise all the powers and discretions exercisable by the Trustees generally.
 10.5
    
    The Trustees shall cause proper minutes to be kept and entered in a book (Minute Book)
provided for the purpose of all their resolutions and proceedings and any such minutes of any
meeting of the Trustees if purported to be signed by the chairman of such meeting or by the
chairman of the next succeeding meeting shall be admissible as prima facie evidence of the
matters stated in such minutes.
 10.6
    
    Valid and effectual receipts and discharges for any monies or other property payable,
transferable or deliverable to the Trustees or any of them may be given by any one Trustee or
by any person from time to time authorised in writing for the purpose by the Trustees.
 10.7
    
    Subject to clause 10.8 the Trustees may from time to time delegate any business to any one or
more of their number.
 10.8
    
    Notwithstanding the foregoing where a decision relates to approving any alterations to the
provisions of the Scheme or the delegation by the Trustees of any of their powers (including,
for the avoidance of doubt, the operation of any bank account) the Trustees decision (whether
passed at a Trustees meeting or by written resolution) must be unanimous.
 10.9
    
    A resolution in writing will be valid whether delivered by post, facsimile or electronic
mail. In the case of a resolution by way of electronic mail, such resolution will be treated
as if it were a resolution signed by the Trustees notwithstanding that no signature appears on
the communication.
 11
    
    Dissenting Trustees to Act with Majority
  9




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12
    
    Trustees to Comply with the Act
  13
    
    Record Keeping
  14
    
    Residual Funds
 14.1
    
    Any monies at any time held during the Trust Period by the Trustees and not immediately
required by them for the purpose of this Scheme may be applied as follows:
 14.1.1
    
    Placed on deposit (with or without interest) with any bank or other deposit taking
institution in Ireland as the Trustees may determine;14.1.2
    
    to purchase and/or subscribe for Stock as soon as practicable under the terms of the
Scheme;14.1.3
    
    to meet administration expenses of the Scheme, or14.1.4
    
    may be repaid to the Bank or any other Participating Companies in such proportions as
the Trustees in their discretion determine.
 14.2
    
    Any Stock held any time during the Trust Period by the Trustees and not immediately required
by them for the purpose of this Scheme may be applied as follows:
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14.2.1
    
    in appropriating Stock to Eligible Employees as soon as practicable under the terms of
the Scheme, or14.2.2
    
    the Stock may be sold and applied as set out in rules 14.1.1, 14.1.3 or 14.1.4 above.
 15
    
    Taxation
  16
    
    Amendments
  17
    
    Trust Period
  17.1
    
    the expiration of 20 years after the death of the last survivor of the issue living on the
date hereof of his late Britannic Majesty King George VI unless there has been legislation
prior to the end of such period making it lawful for the trusts of the Scheme to continue or
the Scheme has been registered under the Perpetual Funds (Registration) Act, 1933; or
 17.2
    
    the Release Date referable to the Appropriation Date, if any, co-incident with or immediately
preceding the Bank goes into liquidation (otherwise than for the purposes of a reconstruction
or amalgamation in such circumstances that substantially the whole of the undertaking, assets
and liabilities of the Bank pass to a successor company); or
 17.3
    
    Such date as the Bank with the agreement of the Trustees may by deed declare to be the end of
the Trust Period.
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18
    
    Termination of Scheme
 18.1
    
    The Bank may at any time serve notice on the Trustees of its intention to terminate the
Scheme whereupon the Participating Companies shall be liable for no further contributions to
the Scheme save those falling due under the Rules within three months after the date of the
said notice and any other expenses incurred by the Trustees in the further administration and
winding up of the Scheme.
 18.2
    
    Upon termination of the Scheme, any Scheme Stock registered in the names of the Trustees (or
their nominee) to which any Member is absolutely entitled will be transferred to such Member
provided this would not be in breach of chapter 1 of part 17 and schedule 11 to the Act.
 18.3
    
    Any Stock held by the Trustees which at the date of termination have not been appropriated to
Eligible Employees will be sold by the Trustees. The proceeds of sale, and the other assets
representing the trust property, after meeting such expenses of the Trust in relation to such
sale and associated administration expenses, will be transferred to the Participating
Companies in such proportions as the Trustees may decide.
 19
    
    Interpretation
  20
    
    Additional Participating Companies
  12




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21
    
    Ceasing to be a Participating Company
 21.1
    
    A company will cease to be a Participating Company for the purposes of the Scheme as follows:
 21.1.1
    
    as from the date on which it ceases to be a Subsidiary; or21.1.2
    
    on such other date agreed by the Bank and the Trustees in which event the
Participating Company (the Withdrawing Company) may by deed supplemental hereto, such
deed having been approving in writing by the Revenue Commissioners, withdraw from the
Scheme and its employees shall cease to be eligible to participate in the Scheme from
that date forward in accordance with the Rules provided that any Units of Stock already
allocated to such employees shall remain allocated to such employees. The Withdrawing
Company shall no longer be liable for contributions to the Scheme save those falling due
under the Rules within three months after the date of the said deed of withdrawal and
any expenses reasonably incurred by the Trustees in the further administration or in
the winding up of the Scheme in the period of five years after the date of withdrawal of
the Withdrawing Company from the Scheme and which the Trustees determine in their
absolute discretion ought reasonably to be allocated to the Withdrawing Company.
 22
    
    Governing Law
  IN WITNESS Bank Trustees
 PRESENT  The Governor and Company of the Bank of Ireland
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SIGNED SEALED and DELIVERED
by the said Giles Kerr
 SIGNED SEALED and DELIVERED
by the said John Clifford
 SIGNED SEALED and DELIVERED
by the said [ ]
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SCHEDULE
THE RULES OF
BANK OF IRELAND GROUP STAFF STOCK ISSUE  2006 SCHEME
(the RULES)
 1
    
    Definitions
  Accounting Period
    
    Any period in respect of which the Bank prepares an
annual report and financial statements.the Act
    
    The Taxes Consolidation Act 1997 as amended from time to time.Announcement Date
    
    The date on which the Bank makes an announcement of
its final results for the preceding Accounting
Period.Appropriate Percentage
    
    The percentage of the Locked-in-Value of the Scheme
Stock of a Member chargeable to income tax under
Schedule E computed in accordance with the
provisions of Section 511(3) of the Act.Appropriation Date
    
    The date(s) in each year determined by the Court (and
agreed in advance with the Trustees) as the date(s) on
which Stock is to be appropriated to Members in
accordance with this Scheme.the Bank
    
    The Governor and Company of the Bank of
Ireland whose head office is situated at
Lower Baggot Street, Dublin 2.
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Basic Remuneration
    
    The basic salary or wage paid by a Participating
Company to a Member in the relevant Scheme Year
excluding bonuses, commission or other fluctuating
emoluments.the Court
    
    The Court of Directors for the time being of the
Bank or a duly authorised committee appointed by
them for the purposes of administering the Scheme.Deed and Trust Deed
    
    The Trust Deed dated the [    ] day of [         ]
2006 between the Bank, the Participating Companies
and the Trustees to which these Rules are
scheduled and includes any modification,
alteration, amendment or extension thereof from
time to time.Electronic Communication
    
    A communication transmitted (whether from one
person to another, from one device to another or
from a person to a device or vice-versa):(a)
    
    by means of a telecommunication system within
the meaning of the Electronic Commerce Act, 2000
(as amended); or(b)
    
    by other means but while in an electronic form.Eligible Employee
    
    Any person who on the applicable Announcement Date:(a)
    
    is a Full-Time Executive Director, or
employee of any Participating Company and;(i)
    
    whose remuneration is wholly subject to Irish Income Tax under Schedule E, and
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(ii)
    
    who has been in the continuous service of the Group (including service with any company which is a Subsidiary) for a period of not less than twelve months ending on the last day of the relevant Scheme Year,or(b)
    
    is any other employee of a Participating Company including a Full-Time Executive Director who has a contract of employment with such a Participating Company and has been nominated by the Court for participation in the Scheme,but excludingall individuals ineligible to
participate in an approved profit sharing
scheme by virtue of Part 4 of Schedule 11 to
the Act;For the purposes of this definition of
Eligible Employee any absence from service by
any individual due to injury, disability,
maternity, parental or other statutory leave
will not be deemed as an interruption to
continuous service.Employees Share Scheme
    
    Any scheme within the meaning of Section 2 of
the Companies (Amendment) Act, 1983 which has
been adopted by the Bank including any scheme
which is no longer in force but which had been
in force within the preceding ten years.Full-Time Executive Director
    
    Any executive director who is contracted to
work at least 24 hours per week (exclusive of
meal breaks) for any one or more of the
Participating Companies.
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General Court
    
    The Annual General Court or any Extraordinary
General Court of the Stockholders of the Bank.the Group
    
    The Bank and all its Subsidiaries.Initial Market Value
    
    
    
    (a)
    
    Save as is mentioned in (b) or (c) below the Market Value of a Unit of Stock immediately before the Appropriation Date,or(b)
    
    The value calculated by reference to the market price of a Unit of Stock as derived from the Irish Stock Exchange Official List on a date not more than 30 days before the Appropriation Date,or(c)
    
    The value calculated by reference to the average market price paid for the Units of Stock purchased on the open market by the Trustees on a date or dates during the period of not more than 30 days before the Appropriation Date.Irish Stock Exchange
    
    The Irish Stock Exchange Limited or any successor body.Locked-in-Value
    
    The value as defined in Section 512(1) of the Act.London Stock Exchange
    
    The London Stock Exchange plc or any successor body.Market Value
    
    The value of a Unit of Stock as determined in accordance with Section 509(1) of the Act.Member
    
    Any Eligible Employee to whom Scheme Stock is to be
or has been appropriated under the Scheme.
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Participating Company
    
    Each of the Bank, the Participating Companies and any
other Subsidiary of the Bank which has been nominated
by the Court and which has entered into a
supplemental deed pursuant to Clause 20 of the Trust
Deed to which for the time being the Scheme is
expressed to extend pursuant to paragraph 3(2) of
Part 2 of Schedule 11 to the Act; (together the
Participating Companies).Profit Share
    
    The total amount of money paid by the Participating
Companies to the Trustees in respect of any Scheme
Year, as described in Rule 2.1.2.Release Date
    
    The date as defined in Section 511(2) of the Act.Retention Period
    
    The period of retention as defined in Section
511(1)(a) of the Act.Revenue Commissioners
    
    The Irish Revenue Commissioners or any successor body
appointed in their place by the Government of
Ireland.the Scheme
    
    The Bank of Ireland Group Staff Stock Issue  2006 Scheme
as governed by the Deed to which these Rules are scheduled and
by these Rules.Scheme Stock
    
    Any Stock or other security in the Bank which has been
appropriated under the Scheme and is for the time being held
by the Trustees on behalf of a Member.Scheme Year
    
    Each year during the operation of the Scheme being the twelve
months to the end of the relevant Accounting Period used for
the purposes of calculating the benefits (if any) payable under
the Scheme.
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Stock
    
    Fully paid Units of Stock in the capital of the Bank which comply
with the provisions of Part 3 of Schedule 11 to the Act and, where
the context so requires, shall refer to a single Unit of Stock.Subsidiary
    
    A subsidiary within the meaning of Section 155 of the Companies
Act, 1963 and over which the Bank has control, control being
construed in accordance with Section 432 of the Act.the Trustees
    
    The trustee or trustees for the time being of the Scheme.UK Listing Authority
    
    The Financial Services Authority in its capacity as UK Listing Authority.Unit of Stock
    
    A whole unit of Ordinary Stock, each unit having a
nominal value of 0.64 in the capital of the Bank; and
Units of Stock shall be construed accordingly.Year of Assessment
    
    Has the meaning given to it by Section 2(1) of the Act.
 
  2
    
    Acquisition of Stock
 2.1
    
    As soon as practicable following the end of a Scheme Year for which the Court intend to
operate the Scheme:
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2.1.1
    
    Each Participating Company shall establish which employees and directors of such
Participating Company shall be Eligible Employees in respect of the Scheme Year last
ended and forthwith inform the Trustees accordingly. All Eligible Employees are entitled
to participate in the Scheme in accordance with the Rules and shall be entitled to do so
on similar terms as required by paragraph 4(1) of Part 2 of Schedule 11 to the Act.2.1.2
    
    The Profit Share entitlement of each Eligible Employee under the Scheme shall be
calculated as such total amount, if any, as the Court shall allocate for that Scheme
Year shared amongst the Eligible Employees in accordance with Rule 2.1.3 below.AndIf the Court so decide for the relevant Scheme Year, each such Eligible
Employee may have the additional option to forego an amount from his Basic
Remuneration towards the acquisition by the Trustees of Stock under the
Scheme provided that the maximum amount applied in this regard shall not
exceed the lower of:
 2.1.2.1
    
    7.5% of the Eligible Employees Basic Remuneration, or2.1.2.2
    
    An amount equivalent to the Profit Share entitlement which the Eligible
Employee has elected to be paid to the Trustees to be applied by them in
acquiring Stock under the Scheme.
 2.1.3
    
    The Participating Company shall give notice to each Eligible Employee of his
entitlement to the Profit Share and invite him to elect by notice (Notice of Election)
in writing to the Participating Company not later than 14 days after the date of the
notice given by the Participating Company that his entitlement to the Profit Share be
paid to the Trustees together with such further amount from Basic Remuneration as the
Scheme Rules may permit so as to allow the Trustees to acquire Stock on his behalf under
the terms of the SchemePROVIDED THAT in the case of any Eligible Employee the total of his entitlements
in any Year of Assessment shall not exceed the amount for the time being specified
as being the limit on individual appropriations for the purposes of paragraph 3(4)
of Part 2 of Schedule 11 to the Act.
 21




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2.2
    
    As soon as is practicable following the end of each Scheme Year, or at such other more
frequent intervals as the Court may decide, the Participating Company shall pay to the
Trustees such aggregate of the amounts due following the completion and return of the notice
of election and contract of participation as are certified by the Trustees to be necessary to
acquire the Stock to be appropriated in accordance with Rule 3 to Eligible Employees employed
by the Participating Company.2.3
    
    The Trustees shall forthwith purchase on the open market and/or subscribe for the appropriate
number of Units of Stock. If the Trustees are unable to acquire sufficient Stock to satisfy
appropriations the Trustees shall reduce the appropriation pro-rata.2.4
    
    The individual Profit Share entitlement shall be calculated such that each Eligible Employee
shall receive Units of Stock having a Value (being the product of the number of Units of
Stock by the Initial Market Value) equal to such percentage of their Basic Remuneration as the
Court shall determine,ORalternatively if the Court so decide, in accordance with one or more of the following
methods:
 2.4.1
    
    Eligible Employees shall receive a number of Units of Stock for every complete
year of service with one or more Participating Company and/or Subsidiaries; or2.4.2
    
    Eligible Employees shall receive a fixed number of Units of Stock or Stock with
a Value equal to a fixed sum; or2.4.3
    
    Such other formula to be determined by the Court and approved in writing by the
Revenue Commissioners.
 3
    
    Appropriation of Stock
 3.1
    
    Procedure on Appropriation
 3.1.1
    
    The Trustees shall as soon as is practicable appropriate the Stock acquired in
accordance with Rule 2 to all Eligible Employees who have complied with the conditions
in Rule 3.1.4.
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3.1.2
    
    As soon as is practicable after the Appropriation Date the Trustees shall notify
each Member of the number of Units of Stock appropriated to him, the Initial Market
Value thereof and the date upon which such appropriation took place.3.1.3
    
    Notwithstanding the rights of Members in respect of Scheme Stock allocated to
them the Trustees shall have all Scheme Stock under the Scheme registered in their names
or hold in a CREST or nominee account on their behalf.3.1.4
    
    Any Eligible Employee who makes the election referred to in Rule 2.1.3 shall
contract with the Bank in accordance with the requirements of Section 511(4) of the Act
and failure to comply with the Banks requirements in this regard shall preclude such
employee from becoming a Member.3.1.5
    
    Where an Eligible Employee fails or refuses to comply with the requirements of
Rule 3.1.4 he shall not be entitled to be appropriated Stock under the Scheme and Stock
unused by virtue of this provision shall be held by the Trustees to be added to Stock
for allocation in the next Scheme Year according to Rule 3.1.1.3.1.6
    
    The Participating Companies shall furnish such information, including names,
addresses and Basic Remuneration of each Member, as the Trustees shall require.
 3.2
    
    If prior to the appropriation of any Stock under this rule 3 the Trustees:
 3.2.1
    
    Become entitled in respect of such Stock to any rights to be allotted or to
subscribe for further Stock in the Bank (other than a capitalisation issue of Stock of
the same class as the Stock then held by the Trustees pending an appropriation which
will be retained by the Trustees and will form part of the Stock to be appropriated
among Participants on such appropriation) the Trustees may either:
 3.2.1.1
    
    sell the same for the best consideration in money reasonably obtainable
and retain the net proceeds of sale in accordance with clause 14 of the Deed;3.2.1.2
    
    sell enough of the rights to enable the subscription of the balance of
such rights not so sold;
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3.2.1.3
    
    request the Bank and the other Participating Companies to take up the
entire for cash, in which event the Bank will procure that the relevant
amount is paid to the Trustees or to their order for such purpose, and they
will take up the entire, but the Trustees will take no action which would
prejudice approval of the Revenue Commissioners of the Scheme and any assets
so acquired will be held in accordance with clause 14 of the Deed; or3.2.1.4
    
    decline to take up such rights.
 3.2.2
    
    receive any dividends, they will, after providing for any taxation payable on
them, hold and retain the net amount of such dividends in accordance with clause 14 of
the Deed.
 3.3
    
    In the event that the Trustees acquire Stock for appropriation on an Appropriation Date and
some of those Units of Stock carry a right of any kind which is not carried by every other
Unit of Stock appropriated, then such Stock as carry such right shall, so far as practicable,
be appropriated pro rata according to the number of Units of Stock appropriated to each Member
on the Appropriation Date.3.4
    
    On the allotment of any Stock to the Trustees pursuant to the Scheme, the Bank shall as soon
as is practicable apply to the Irish Stock Exchange and the UK Listing Authority and the
London Stock Exchange for any Stock allotted to be admitted to the Official List of the Irish
Stock Exchange and the Official List of the UK Listing Authority and to be admitted to trading
on the London Stock Exchanges market for listed securities.
 4
    
    Scheme Limits
 4.1
    
    The Court shall determine in its absolute discretion the amount of funds to be made available
to the Scheme in respect of any Scheme Year provided that in any Year of Assessment not more
than 5% of the consolidated profits (before tax and extraordinary items) for the last
Accounting Period immediately preceding the relevant Appropriation Date shall be made
available for the purchase on the open market and/or subscription for Stock under this Scheme,
the Inland Revenue Approved Stock Incentive Plan (UK) (hereinafter referred to as the SIP)
and any similar scheme established by the Bank and any of its Subsidiaries. For this purpose
profits shall be taken into account on the basis of the profits which are attributable to
Participating Companies incorporated in Ireland plus those which are attributable to any
overseas Subsidiaries whose
employees participate in the Scheme, the SIP or in any similar schemes established by any
Subsidiary which will be operated in the relevant Year of Assessment.
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4.2
    
    The maximum number of Units of Stock which may be allocated for subscription or purchase
under the Scheme on the relevant Appropriation Date, when added to the number of Units of
Stock issued or placed under option for subscription in the preceding ten years under any
other Employees Share Scheme adopted by the Bank, shall not exceed 10% of the Units of Stock
of the Bank in issue immediately prior to that day.4.3
    
    Not more than 1% of the Units of Stock of the Bank in issue at the commencement of any Year
of Assessment may be subscribed for or purchased in that Year of Assessment under this Scheme,
the SIP and under any other profit sharing scheme established by the Bank or any of its
Subsidiaries.4.4
    
    In determining the above limits:
 4.4.1
    
    No account shall be taken of Stock which is not new issue Stock;4.4.2
    
    No account shall be taken of any Units of Stock where the right to acquire them
under any share option scheme operated by the Bank or any of its Subsidiaries have
lapsed, been renounced or otherwise become incapable of being exercised;4.4.3
    
    Any Stock issued on the exercise or vesting of rights shall be taken into
account once only (when the rights are granted) and shall not fall out of account when
the rights are exercised; and4.4.4
    
    Subject to rule 4.3 above, and to the extent permitted by the recognised
institutional investor guidelines, any Stock issued or issuable under a broadly based
Employees Share Scheme including the Banks Employee Stock Issue Scheme  1997, the
SIP, the Banks Sharesave Scheme, the Restricted Stock Plan  2006 for US employees and
this Scheme shall be disregarded for the purposes of calculating the amount of Stock
which may be allocated for the subscription or purchase under the Scheme.
 4.5
    
    No Member shall be entitled to be appropriated Units of Stock in any Year of Assessment the
Initial Market Value of which shall exceed the amount specified in paragraph 3(4) of Part 2 of
Schedule 11 to the Act.
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5
    
    Retention and Disposal of Scheme Stock
 5.1
    
    Except as hereinafter provided the Trustees:
 5.1.1
    
    shall not dispose of any Scheme Stock during the Retention Period (whether by
transfer to a Member or otherwise) except as mentioned in paragraphs (a) (b) or (c) of
Section 511(6) of the Act;5.1.2
    
    shall not dispose of any Scheme Stock after the end of the Retention Period and
before the Release Date except pursuant to a direction given by or on behalf of the
Member or any person in whom the beneficial interest in his Scheme Stock is for the time
being vested, and by a transaction which would not involve a breach of a Members
obligations under paragraph (c) or (d) of Section 511(4) of the Act;5.1.3
    
    shall at all times deal with any right conferred in respect of any of Scheme
Stock of a Member, securities and rights of any description only pursuant to a direction
given by or on behalf of the Member or any person in whom the beneficial interest in his
Scheme Stock is for the time being vested.
 5.2
    
    Except as hereinafter provided each Member:
 5.2.1
    
    shall permit his Scheme Stock to remain in the hands of the Trustees throughout
the Retention Period and shall not assign, charge or otherwise dispose of his beneficial
interest in his Scheme Stock during the Retention Period;5.2.2
    
    shall, if he directs the Trustees to transfer ownership of his Scheme Stock to
him at any time prior to the Release Date, pay to the Trustees before the transfer takes
place a sum equal to income tax at the standard rate on the Appropriate Percentage of
the Locked-in-Value of the Scheme Stock at the time of the direction; and5.2.3
    
    shall not direct the Trustees to dispose of his Scheme Stock at any time before
the Release Date in any other way except by sale for the best consideration in money
that can reasonably be obtained at the time of the sale.
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6
    
    Transactions in Scheme Stock
  6.1
    
    may direct the Trustees to accept an offer for any of the Scheme Stock appropriated to him
(hereinafter referred to as the Original Stock) if the acceptance or agreement will result
in a New Holding (as defined in Section 584(1) of the Act) being equated with the Original
Stock for the purpose of capital gains tax;6.2
    
    may direct the Trustees to agree to a transaction affecting the Scheme Stock appropriated to
him or such of them as are of a particular class if the transaction would be entered into
pursuant to a compromise, arrangement or scheme applicable to or affecting:
 6.2.1
    
    all the ordinary Stock in the capital of the Bank or as the case may be all the
stock of the class in question, or6.2.2
    
    all the stock or stock of the class in question which is held by a class of
stockholders identified otherwise than by reference to their participation in the Scheme
; and
 6.3
    
    may direct the Trustees to accept an offer of cash, with or without other assets, for the
Scheme Stock appropriated to him if the offer forms part of a general offer which is made to
holders of Stock of the same class as himself or the stock of the Bank and which is made in
the first instance on a condition such that if it is satisfied the person making the offer
will have control of the Bank within the meaning of Section 11 of the Act.
 7
    
    Capital Receipts
  27




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8
    
    Members Rights as Stockholders
 8.1
    
    All dividends received by the Trustees in respect of Scheme Stock shall be paid to Members
following their receipt in accordance with the Members respective entitlements before the end
of the Year of Assessment in which the dividends are paid.8.2
    
    In relation to any voting rights attaching to Scheme Stock appropriated to a Member the
Trustees shall deal only in accordance with directions given to them at least 3 working days
before such vote becomes exercisable by the Member or by any other person in whom the
beneficial interest in the Scheme Stock is for the time being vested, and in the absence of
such directions shall abstain from voting in respect of such Scheme Stock.8.3
    
    Prior to appropriation of any Stock, the Trustees will not exercise any voting rights
attaching to them or (save as specifically provided in these rules) transfer or agree to
transfer the Stock or any shares allotted in respect of that Stock.8.4
    
    The Trustees may, at their discretion, appoint a Member as their proxy to attend or vote at
general courts of the Bank on their behalf in respect of any Scheme Stock. Any such proxy
appointed shall vote only in accordance with the directions of the Trustees and will have no
discretion as to how to vote. No Member may request that the Trustees appoint him as their
proxy to attend or vote at general courts of the Bank.
 9
    
    Company Reconstructions, Amalgamations, Rights Issues, etc
 9.1
    
    Reconstructions
 9.1.1
    
    This Rule 9.1 applies where there occurs in relation to any of the Scheme Stock appropriated
to a Member (in this Rule referred to as the Original Holding) a transaction (in this Rule
referred to as a Company Reconstruction) which results in a New Holding as defined in
Section 584(1) of the Act being equated with the Original Holding for the purpose of capital
gains tax and in this Rule New Holding has the meaning aforesaid.9.1.2
    
    Where stock is issued in the circumstances described in Section 514(3)(a) of the Act that
stock shall be treated for the purposes of this Rule as not forming part of the New Holding.9.1.3
    
    In this Rule:
 28




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##### 



9.1.3.1
    
    New Stock means stock comprised in the New Holding which was issued in respect
of, or otherwise represent, stock comprised in the Original Holding, and9.1.3.2
    
    Corresponding Stock, in relation to any New Stock, means that stock in respect of
which the New Stock was issued or which the New Stock otherwise represents.
 9.1.4
    
    References in the Rules to the Scheme Stock appropriated to a Member shall be construed,
after the time of the Company Reconstruction, as being or, as the case may be, as including,
references to any New Stock, and for the purposes of the Rules:
 9.1.4.1
    
    a Company Reconstruction shall be treated as not involving a disposal of stock
comprised in the Original Holding;9.1.4.2
    
    the date on which any New Stock is to be treated as having been appropriated to the
Member shall be the Appropriation Date of the Corresponding Stock; and9.1.4.3
    
    the New Stock shall be held by the Trustees in accordance with the Scheme as if it
had been so appropriated.
 9.1.5
    
    In the context of a New Holding, any reference in this Rule to stock includes securities and
rights of any description which form part of the New Holding for the purposes of Section
584(1) of the Act.
 9.2
    
    Rights Issue
  29




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10
    
    Rights of Employees
  11
    
    Duty to Account for Tax
 11.1
    
    When the Trustees receive from a Member, who has directed them to transfer to him the
ownership of his Scheme Stock at any time before the Release Date the sum calculated in
accordance with Rule 5.2.2 above, they shall account to the Revenue Commissioners for that sum
and the Trustees shall comply in all other respects with their obligations under the Act.11.2
    
    The Trustees shall maintain records of all sums received from Members under rule 11.1 above.11.3
    
    The Trustees shall inform each Member in writing of any facts known to them which are
relevant to determining the liability (if any) of the Member to income tax under Schedule E.
 12
    
    Administration and Notices
 12.1
    
    Subject to prior written approval of the Revenue Commissioners, if within a period not
exceeding 2 months from the Appropriation Date, the Trustees need to make additional
appropriations pursuant to Rule 3 because of administrative or other errors which
 30




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##### 



resulted in Eligible Employees being excluded from the Scheme at that time, the relevant
Participating Company shall make available to the Trustees such sum or sums as the Trustees
need to acquire Stock for such Eligible Employees as aforementioned provided always that such
Eligible Employees shall be treated within the terms of the Scheme as if they had received an
appropriation of Scheme Stock on the Appropriation Date. Under no circumstance shall the
Trustees hold any Stock for more than 18 months without appropriating them to a Member at the
earliest opportunity.12.2
    
    Any notification or other notice in writing to be given to any Member in pursuance of the
Scheme shall be sufficiently given if:
 12.2.1
    
    sent through the post in a prepaid cover addressed to the Member at his address last
known to the sender including any address supplied by the Bank or other Participating
Company as being his address and notice shall be deemed to have been given on the date
of posting;12.2.2
    
    sent by means of Electronic Communication to such electronic address as may be
specified by him from time to time for that purpose and if so sent shall be deemed to
have been sent when it is first transmitted; or12.2.3
    
    delivered to him at his place of work, if he is employed by a Participating Company.
 12.3
    
    Any certificate, notification or other notice in writing required to be given to the Bank or
any other Participating Company or the Trustees shall be properly given if sent through the
post in a pre-paid envelope appropriately addressed or delivered:
 12.3.1
    
    to the Participating Company concerned or the first named Trustee at their respective
registered or principal offices or in the case of a Trustee his last known address; or12.3.2
    
    via Electronic Communication to such email or electronic address as may from time to
time be notified to the Eligible Employee or the parties to this deed but shall not in
any event be deemed to be duly given unless it is acknowledged by the Bank, any other
Participating Company or Trustee as the case may be and if so sent when it is first
posted, delivered or transmitted.
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13
    
    Modification and Limitation of Scheme
 13.1
    
    The Court may, prior to the approval of the Scheme under the Act by the Revenue
Commissioners, alter the Rules of the Scheme as may be necessary in order to obtain such
approval.13.2
    
    Subject to Clause 16 of the Trust Deed, Rules 13.3 and 13.4 below and to the prior written
approval of the Revenue Commissioners under paragraph 5(2) of Part 2 of Schedule 11 to the Act
the Bank may from time to time modify, alter, extend or amend the Trust Deed and these Rules.13.3
    
    Where any alteration under Rule 13.2 is to the advantage of Members (present or future), it
will not be effective unless either:
 13.3.1
    
    it is made with the prior sanction of a resolution of the Bank in General Court; or13.3.2
    
    it is made by the Court as an amendment which they consider necessary or desirable in
order to benefit the administration of the Scheme or to comply with or take account of
the provisions of any proposed amendment of existing legislation, or to obtain or
maintain favourable tax treatment of any Stock or interests in Stock acquired or held
under the Scheme or any rights to acquire such Stock or interests, provided any such
amendment does not affect the basic structure of the Scheme.
 13.4
    
    No alteration which purports to enlarge the obligations or restrict the rights of any Member
in respect of Stock already allocated to him under the Scheme shall be effective.
 14
    
    General
  15
    
    Governing Law
  32