<PAGE>

                                                                     EXHIBIT 1.2

                          THE GOVERNOR & COMPANY OF THE
                                 BANK OF IRELAND
    (Established in Ireland by Charter in 1783 and having limited liability)

                                    BYE-LAWS
        adopted by Resolution passed by an Extraordinary General Court on
                2nd May, 1984 as amended by Resolutions passed by
    General Courts in 1987, 1988, 1989, 1990, 1991, 1993, 1994, 1995, 1998,
                                 1999 and 2001.

<PAGE>

                                 C O N T E N T S

<TABLE>
<CAPTION>
NUMBER
  OF                                                                                          PAGE
BYE-LAW                                                                                      NUMBER
<S>                                                                                          <C>
         PRELIMINARY
1.       Interpretation                                                                         7
2.       Conflict between provisions of Bye-Laws and those of Charter                           9

         CAPITAL
3.       Capital stock of the Bank                                                              9
4.       Dollar Preference Stock                                                               10
5.       Sterling Preference Stock                                                             17
6.       euro Preference Stock                                                                 25
7.       Variation of rights                                                                   32
8.       Capital stock to be at disposal of Directors                                          34
9.       Bank not obliged to recognise trusts                                                  34

         REGISTER OF MEMBERS
10.      Register to be kept in specified form                                                 34

         CERTIFICATES FOR STOCK IN CERTIFICATED FORM
11.      Members entitled to certificates for stock in certificated form                       35

         LIEN
12.      Bank to have lien on its stock                                                        35
13.      Such lien to be made available by sale                                                35
14.      Directors may authorise transfer of stock so sold                                     36
15.      Proceeds of sale may be applied in payment of amount due                              36

         CALLS ON STOCK
16.      Directors may make calls to be paid by stockholders                                   36
17.      When call is deemed to be made                                                        36
18.      Joint stockholders liable to pay calls                                                36
19.      Overdue calls liable to interest                                                      36
20.      Any sum payable on allotment to be deemed to be a call                                36
21.      Directors may receive uncalled moneys                                                 37
</TABLE>

                                        1

<PAGE>

<TABLE>
<S>                                                                                            <C>
         TRANSFER OF STOCK
22.      Mode of transfer of stock                                                             37
23.      Power to decline to register transfer                                                 37
24.      Power to decline to register transfer in other circumstances                          37
25.      Period during which registration may be suspended                                     38

         TRANSMISSION OF STOCK
26.      Title to stock of deceased member                                                     38
27.      Transmission clause - evidence of title                                               38
28.      Notice to be given by stockholder requiring registration                              38
29.      Person becoming entitled to stock on death or bankruptcy to be
         entitled to dividend                                                                  38
30.      Stock transmitted in whole units                                                      39

         FORFEITURE OF STOCK
31.      If calls not paid notice to be given to member                                        39
32.      Terms of notice                                                                       39
33.      In default of payment stock may be forfeited                                          39
34.      Forfeited stock to be property of Bank and may be sold                                39
35.      Member whose stock has been forfeited shall cease to be member but
         remains liable                                                                        39
36.      Declaration of forfeiture                                                             39
37.      Provisions as to forfeiture to apply to any sum payable in respect of
         stock                                                                                 39

         INCREASE OF CAPITAL STOCK
38.      Power to enlarge capital stock                                                        40

         PURCHASE OF OWN STOCK
39.      Purchase of own stock                                                                 40

         RE-ISSUE OF TREASURY STOCK
40.      Re-issue of Treasury Stock                                                            41

         GENERAL COURTS
41.      All General Courts to be held in the State                                            42
42.      Annual General Court                                                                  42
43.      Distinction between Ordinary General Court and Extraordinary General
         Court                                                                                 42
44.      Directors' power to convene Extraordinary General Court                               42
45.      Extraordinary General Court called for by members                                     42
</TABLE>

                                       2

<PAGE>

<TABLE>
<S>                                                                                            <C>
         NOTICE OF GENERAL COURTS
46.      Notice of General Courts                                                              43
47.      Accidental omission to give notice not to invalidate proceedings                      43

         PROCEEDINGS AT GENERAL COURTS
48.      Proceedings at General and Extraordinary General Courts                               43
49.      Quorum for General Court                                                              43
50.      If required quorum not present General Court to be adjourned                          43
51.      Chairman of General Court                                                             44
52.      If no Director present members to choose Chairman                                     44
53.      Chairman with consent may adjourn General Court                                       44
54.      How questions are to be decided                                                       44
55.      Poll to be taken if demanded                                                          44
56.      Equality of votes                                                                     44
57.      Poll demanded on election of Chairman or adjournment to be
         taken forthwith                                                                       44

         VOTES OF MEMBERS
58.      Number of votes of members                                                            45
59.      Disclosure of Interests in Ordinary Stock                                             45
60.      Joint stockholders                                                                    47
61.      How members non compos mentis may vote                                                47
62.      No member in arrear may vote                                                          47
63.      No objections to be raised to qualification of voter except at General
         Court or adjournment                                                                  47
64.      Votes may be given in person or by proxy                                              47
65.      Proxy to be given in writing by appointer or attorney                                 47
66.      Deposit of proxy                                                                      47
67.      Form of proxy                                                                         47
68.      Proxy to be deemed to confer authority to demand poll                                 47
69.      Vote by proxy to be available although authority revoked or
         stock transferred                                                                     47

         BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS
70.      Bodies corporate acting by representatives at meetings                                48
</TABLE>

                                       3

<PAGE>

<TABLE>
<S>                                                                                            <C>
DIRECTORS
71.      Number of Directors                                                                   48
72.      Remuneration of Directors                                                             48
73.      Remuneration for special services                                                     48
74.      Residence and stock qualifications of Directors                                       49
75.      Declarations to be made by Directors                                                  49
76.      Directors may become interested in company promoted by Bank                           49
77.      Borrowing powers of Directors and register of charges                                 49
78.      Powers and duties of Directors                                                        49
79.      Directors' power to appoint attorney                                                  50
80.      Director who is interested in contract with the Bank must
         disclose his interest                                                                 50
81.      Director may hold office under the Bank                                               50
82.      Director may act for Bank in professional capacity                                    50
83.      Signing of cheques etc.                                                               51
84.      Minutes to be kept of proceedings of Directors                                        51
85.      Directors' pensions                                                                   51
86.      When office of Director is to be vacated                                              51

         GOVERNOR AND DEPUTY GOVERNOR
87.      Election of Governor and Deputy Governor                                              51

         MANAGING AND EXECUTIVE DIRECTORS
88.      Appointment of Managing Director and Executive Directors                              52
89.      Directors may empower Managing Director to act for Bank                               52

         APPOINTMENT AND RETIREMENT OF DIRECTORS
90.      Retirement by rotation of Directors                                                   52
91.      Which Directors to retire                                                             52
92.      Retiring Directors eligible for re-election                                           52
93.      Power of General Court to fill a vacancy caused by retirement of Director             52
94.      Candidates for office of Director to be nominated in writing                          52
95.      When Directors may fill office of Director                                            53
96.      Power of General Court to remove Director                                             53
97.      Power of General Court to fill casual vacancy                                         53
</TABLE>

                                       4

<PAGE>

<TABLE>
<S>                                                                                            <C>
PROCEEDINGS OF DIRECTORS AND COMMITTEES
 98.     Court of Directors                                                                    53
 99.     Directors' quorum                                                                     54
100.     Director shall not vote in respect of contract in which he is interested              54
101.     Directors may act notwithstanding a vacancy in number                                 55
102.     Chairman of Court of Directors                                                        55
103.     Directors' Powers of Management                                                       55
104.     Directors' Powers of Delegation                                                       56
105.     Chairman of committee                                                                 56
106.     Proceedings of committee                                                              56
107.     Acts of Directors or committees to be valid notwithstanding defect in
         appointment                                                                           56

         SECRETARY
108.     Appointment of Secretary                                                              57
109.     Secretary may not act in dual capacity                                                57

         THE SEAL
110.     The Seal, Official Seal and local seal                                                57

         DIVIDENDS AND RESERVES
111.     Declaration of dividends by General Court                                             57
112.     Directors may pay interim dividends                                                   57
113.     Dividends to be paid out of profits                                                   58
114.     Reserve funds                                                                         58
115.     Apportionment of dividends                                                            58
116.     Directors may deduct from dividends money due for calls                               58
117.     Power to direct payment of dividends by distribution of specific profits              59
118.     Scrip Dividends                                                                       59
119.     Dividends payable in cash may be paid by cheque or warrant                            60
120.     Dividends not to bear interest                                                        61
121.     Unclaimed Dividends                                                                   61
122.     Untraced Stockholders                                                                 61

         ACCOUNTS
123.     The Directors shall keep proper books of account                                      62
124.     Books of account to be kept at the Office and available for inspection
         of Directors                                                                          62
125.     Members not entitled to inspect books of account except as
         authorised by Directors                                                               62
126.     Balance sheets and profit and loss accounts, group accounts and reports
         to be laid before Annual General Courts                                               62
127.     Copy of balance sheet, accounts, Directors' report and Auditors' report
         to be sent to members                                                                 62
</TABLE>

                                       5

<PAGE>

<TABLE>
<S>                                                                                            <C>
         CAPITALISATION OF RESERVES
128.     Power of General Court to capitalise reserves                                         63
129.     Method of capitalisation of reserves                                                  63

         AUDIT
130.     Appointment and duties of Auditors                                                    63

         NOTICES
131.     Service of notices                                                                    63
132.     Notice to joint stockholders                                                          64
133.     Notice when member deceased or bankrupt                                               64
134.     Persons entitled to notice                                                            64
135.     Service on transfer or transmission of stock                                          64

         MISCELLANEOUS
136.     Use of computers, etc. for certain Bank records                                       64
137.     Use of Electronic Communication                                                       65
138.     Destruction of stock transfer forms and cancelled stock certificates                  65
139.     Authentication of documents                                                           66
140.     Declaration of secrecy                                                                66
141.     Indemnity                                                                             66
142.     Record dates                                                                          66

         APPENDIX
         Authority to 'buy-back' Bank Stock
         - Special Resolution passed by Stockholders at the Annual General
         Court on 9 July 2003                                                                  67
</TABLE>

                                       6

<PAGE>

                                 BANK OF IRELAND
                                   BYE - LAWS
                  for the government of the Corporation of the
       Governor and Company of the Bank of Ireland and the management and
                      conduct of its affairs and business.

       (Adopted by Resolution passed by an Extraordinary General Court on
  2nd May 1984 as amended by Resolutions passed by the Annual General Court on
  1st July, 1987, the Extraordinary General Court on 12th May, 1988, the Annual
  General Court on 5th July, 1989, the Annual General Court on 10th July, 1990,
  the Annual General Court on 9th July, 1991, the Annual General Court on 7th
   July, 1993, the Annual General Court on 6th July, 1994, the Annual General
Court on 5th July, 1995, the Annual General Court on 1st July, 1998, the Annual
 General Court on 7th July, 1999 and the Annual General Court on 4th July 2001)

                                   PRELIMINARY

INTERPRETATION

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

    "ACTS" means the Companies Acts, 1963 to 1990;

    "AUDITORS" means the auditors of the Bank for the time being appointed in
    pursuance of these Bye-Laws;

    "THE BANK" or "BANK OF IRELAND" means the body corporate entitled the
    Governor and Company of the Bank of Ireland which was incorporated by the
    Charter;

    "THE BANK'S ACTS" means the Bank of Ireland Act 1929, the enactments
    specified in the First Schedule to that Act and every other enactment
    amending any of those enactments;

    "CERTIFICATED STOCK" means stock other than uncertificated stock; and
    corresponding expressions shall be construed accordingly;

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

    "COURT OF DIRECTORS" means a meeting of the Directors duly assembled under
    and in accordance with these Bye-Laws;

    "DEMATERIALISED INSTRUCTION" means an instruction sent or received by means
    of a relevant system;

    "THE DIRECTORS" means the Directors for the time being of the Bank and
    includes the Governor and Deputy Governors (if any) of the Bank;

    "ELECTRONIC COMMUNICATION" means information communicated or intended to be
    communicated to a person or public body, other than its originator, that is
    generated, communicated, processed, sent, received, recorded, stored or
    displayed by electronic means or in electronic form but does not include
    information communicated in the form of speech unless the speech is
    processed at its destination by an automatic voice recognition system; any
    references in this definition, the fifth last paragraph of Bye-Law 1 and
    Bye-Law 137 to "information", "public body", "originator", "electronic" and
    "person" shall have the same meaning as in Section 2 of the Electronic
    Commerce Act, 2000;

    "ENACTMENT" includes an enactment comprised in any subordinate legislation
    within the meaning of the Interpretation Act, 1937;

                                       7

<PAGE>

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

    "ISSUER-INSTRUCTION" means a properly authenticated dematerialised
    instruction attributable to a participating issuer;

    "MEMBER" means every person who agrees to become a holder of at least one
    unit of capital stock of the Bank and whose name is entered in the Register;

    "MONTH" means calendar month;

    "THE OFFICE" means the head office of the Bank of Ireland at Lower Baggot
    Street, Dublin 2;

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

    "OPERATOR-INSTRUCTION" means a properly authenticated dematerialised
    instruction attributable to an operator;

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

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

    "PARTICIPATING ISSUER" means a person who has issued a security which is a
    participating security;

    "PARTICIPATING MEMBER STATE" means each state of the European Union
    described as such in the Economic and Monetary Union Act, 1998;

    "PARTICIPATING SECURITY" means a security title to units of which is
    permitted by an operator to be transferred by means of a relevant system;

    "THE REGISTER" means the register of members of the Bank kept under and in
    pursuance of these Bye-Laws;

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

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

    "THE SEAL" means the common seal of the Bank and the "OFFICIAL SEAL" means
    the seal which may be used for the purpose of sealing securities issued by
    the Bank;

    "SECRETARY" means any person appointed to perform any of the duties of
    Secretary of the Bank and includes a Deputy or Assistant Secretary;

    "SETTLEMENT-BANK" in relation to a relevant system, means a person who has
    contracted to make payments in connection with transfers of title to
    uncertificated units of a security by means of that system;

    "THE STATE" means Ireland;

    "STOCK EXCHANGE" means a stock exchange on which the Bank has sought and has
    obtained a listing for any of its stock or securities;

                                       8

<PAGE>

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

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

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

    In these Bye-Laws "EURO" or "E" shall refer to the single currency of
    participating member states of the European Union, the lawful currency of
    the State, "STGL" or "POUNDS STERLING" shall refer to the lawful
    currency for the time being of the United Kingdom, and "US$" or "US DOLLARS"
    shall refer to the lawful currency for the time being of the United States
    of America;

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

    Words importing persons shall include corporations;

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

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

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

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

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

CONFLICT BETWEEN PROVISIONS OF BYE-LAWS AND THOSE OF CHARTER

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

                                     CAPITAL

CAPITAL STOCK OF THE BANK

3.  The capital stock of the Bank is E960,000,000 divided into
    1,500,000,000 units of Ordinary Stock of E0.64 each ("Ordinary Stock"),
    US$200,000,000 divided into 8,000,000 units of Non-Cumulative Preference
    Stock of US$25 each ("Dollar Preference Stock"), StgL100,000,000
    divided into 100,000,000 units of Non-Cumulative Preference Stock of
    StgL1 each ("Sterling Preference Stock") and E127,000,000 divided
    into 100,000,000 units of Non-Cumulative Preference Stock of E1.27 each
    ("euro Preference Stock").

                                       9

<PAGE>

DOLLAR PREFERENCE STOCK

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

(A) General

The Dollar Preference Stock shall rank pari passu inter se with the Sterling
    Preference Stock and with the euro Preference Stock as regards the right to
    receive dividends and the rights on winding up of, or other return of
    capital by, the Bank. Notwithstanding the provisions of Bye-Law 7 and
    subject as provided in paragraphs (B) to (H) of this Bye-Law, the Dollar
    Preference Stock may be issued with such rights and privileges, and subject
    to such restrictions and limitations, as the Directors shall determine in
    the resolution approving the issue of such stock and in particular (but
    without prejudice to the generality of the foregoing), the Directors may
    (without prejudice to the authority conferred by sub-paragraph (D) (5) of
    this Bye-Law), pursuant to the authority given by the passing of the
    resolution to adopt this Bye-Law, consolidate and divide and/or subdivide
    any Dollar Preference Stock into stock of a larger or smaller amount.
    Whenever the Directors have power under this Bye-Law to determine any of the
    rights, privileges, limitations or restrictions attached to any of the
    Dollar Preference Stock, the rights, privileges, limitations or restrictions
    so determined need not be the same as those attached to the Dollar
    Preference Stock which has then been allotted or issued. Without prejudice
    to Bye-Law 7 (b) each issue of Dollar Preference Stock carrying rights,
    privileges, limitations or restrictions that are not the same as those
    attached to the Dollar Preference Stock which has then been allotted or
    issued shall constitute a separate class of stock.

(B) Income

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

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

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

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

                                       10

<PAGE>

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

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

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

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

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

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

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

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

                                       11

<PAGE>

                  amount to the aggregate amount of all Fractional Stock of
                  the relevant class otherwise payable as a dividend rounded
                  down to the nearest integral multiple of the par value of
                  such preference stock, provided that the Bank shall not be
                  obliged to make any such payment where the entitlement of
                  the relevant holder is less than US$10. Such sale shall be
                  effected promptly after the record date fixed for
                  determining the holders entitled to payment of the
                  Preference Dividend. A holder receiving an allotment of
                  additional preference stock in terms of this sub-paragraph
                  shall not be entitled to receive any part of the Relevant
                  Instalment relating to Relevant Stock of that class in cash;

            (iv)  For the purpose of paying up preference stock to be allotted
                  on any occasion pursuant to this sub-paragraph, the
                  Directors shall capitalise out of the sums standing to the
                  credit of the profit and loss account of the Bank and/or to
                  the credit of the Bank's reserve accounts available for the
                  purpose, as the Directors may determine a sum equal to the
                  aggregate nominal amount of the additional preference stock
                  then to be allotted and shall apply the same in paying up in
                  full the appropriate amount of unissued preference stock of
                  the class or classes in question. Any such capitalisation
                  shall be deemed to be authorised by the resolution adopting
                  this Bye-Law and the provisions of Bye-Law 129 shall apply
                  mutatis mutandis to any such capitalisation;

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

        (f) The Directors shall undertake and do such acts and things as they
            may consider necessary or expedient for the purpose of giving effect
            to the provisions of subparagraph (e). If any additional preference
            stock falling to be allotted pursuant to such sub-paragraph cannot
            be allotted by reason of any insufficiency in the Bank's authorised
            capital stock the Directors shall convene a General Court to be held
            as soon as practicable, for the purpose of considering a resolution
            or resolutions effecting an appropriate increase in the authorised
            capital stock. The Dollar Preference Stock shall not confer the
            right to participate in any issue of stock on capitalisation of
            reserves except as provided in sub-paragraph (e) above.

(C) Capital

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

    (2)   In addition to the amount repayable on the Dollar Preference Stock
        pursuant to subparagraph (1) above there shall be payable:

        (a) a sum equal to the amount of any Preference Dividend which is due
            for payment after the date of commencement of the winding up or
            other return of capital but which is payable in respect of a period
            ending on or before such date and the amount of any Preference
            Dividend which would have been payable by the Bank in accordance
            with paragraph (B) of this Bye-Law in respect of the period
            commencing with the fixed dividend payment date which shall most
            recently have occurred prior to the winding up of the Bank or the
            date of return of capital, as the case may be, and ending with the
            date of such return of capital, whether on a winding up or
            otherwise, as though

                                       12

<PAGE>

            such period had been one in relation to which an instalment of the
            Preference Dividend would have been payable pursuant to paragraph
            (B), but subject always to the provisions of sub-paragraphs (2)(b),
            (c) and (d) of paragraph (B); and

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

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

(D) Redemption

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

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

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

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

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

    (3)   As from the date fixed for redemption, no Preference Dividend shall be
        payable on the Dollar Preference Stock to be redeemed except on any such
        stock in respect of which, upon either due presentation of the
        certificate relating thereto,

                                       13

<PAGE>

        or, if the Dollar Preference Stock was in uncertificated form on the
        date fixed for redemption the procedures for redemption as referred to
        in sub-paragraph (4) below having been effected, payment of the moneys
        due at such redemption shall be improperly refused, in which event, the
        Preference Dividend shall continue to accrue on and from the date fixed
        for redemption down to, but not including, the date of payment of such
        redemption moneys.

    (4)   The provisions of this sub-paragraph (4) shall apply in relation to
        any Dollar Preference Stock that is to be redeemed and that, on the date
        fixed for redemption, is in uncertificated form. The Bank shall give to
        the holders of such Dollar Preference Stock not less than 30 days and
        not more than 60 days notice in writing of the date on which such
        redemption is to be effected. Such notice shall specify the redemption
        date and the Directors shall be entitled, in their absolute discretion,
        to determine the procedures for the redemption of such Dollar Preference
        Stock held in uncertificated form on the relevant redemption date
        (subject always to the facilities and requirements of the relevant
        system concerned). Upon being satisfied that such procedures have been
        effected, the Bank shall pay to the holders of the Dollar Preference
        Stock concerned the amount due in respect of such redemption of such
        Dollar Preference Stock.

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

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

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

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

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

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

                                       14

<PAGE>

(E) Voting

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

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

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

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

          unless at the date of such meeting the most recent instalment of the
        Preference Dividend due to be paid prior to such meeting shall not have
        been paid in cash in which event the Dollar Preference Stockholders
        shall be entitled to speak and vote on all resolutions proposed at such
        meeting.

          For the avoidance of doubt, unless otherwise provided by its terms of
        issue and without prejudice to the rights attached to the Dollar
        Preference Stock to participate in any return of capital, the rights
        attached to any Dollar Preference Stock shall not be deemed to be
        varied, altered or abrogated by a reduction in any capital stock ranking
        as regards participation in the profits and assets of the Bank pari
        passu with or after such Dollar Preference Stock or by any redemption of
        any such capital stock, unless, in either of the foregoing cases, the
        then most recent dividend due to be paid on each class of preference
        stock in the capital of the Bank prior to such reduction or redemption
        shall not have been paid in cash.

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

        (b) Whenever the Dollar Preference Stockholders are entitled to attend
            and vote at a General Court of the Bank then, on a show of hands,
            each Dollar Preference Stockholder, present in person or every proxy
            for every such member, shall have one vote and on a poll each Dollar
            Preference Stockholder present in person or by proxy shall have one
            vote for every E0.64 of the euro amount decided by the Directors as
            being equivalent to the nominal amount of Dollar Preference Stock
            held by him, such calculation to be made by applying the rate of
            exchange prevailing at the date or respective dates of allotment of
            such stock as determined by the Directors. For the purpose of making
            the above calculation the euro amount shall be adjusted downwards to
            the nearest integral multiple of E0.64.

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

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

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

                                       15

<PAGE>

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

          and a relevant requisition may consist of several documents in like
        form each signed by or on behalf of one or more of the requisitionists.
        The provisions of Bye-Law 45 (c), (d) and (e) shall apply mutatis
        mutandis to an Extraordinary General Court requisitioned in accordance
        with this Bye-Law.

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

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

(F) Restriction on Capitalisations and Issues of Securities

    The following shall apply in relation to any particular Dollar Preference
    Stock (the "Relevant Dollar Preference Stock") if so determined by the
    Directors prior to allotment thereof. Save with the written consent of the
    holders of not less than 662/3% in nominal value of the Relevant Dollar
    Preference Stock, or with the sanction of a resolution passed at a separate
    meeting of the holders of the Relevant Dollar Preference Stock where holders
    of not less than 662/3% in nominal value of the Relevant Dollar Preference
    Stock in attendance and voting have voted in favour of such resolution, the
    Directors shall not (i) pursuant to Bye-Law 129 capitalise any part of the
    amounts available for distribution and referred to in such Bye-Law if after
    such capitalisation the aggregate of such amounts would be less than a
    multiple, determined by the Directors prior to the allotment of the Relevant
    Dollar Preference Stock of the aggregate amount of the annual dividends
    (exclusive of any associated tax credit) payable on the Dollar Preference
    Stock then in issue and any other preference stock then in issue ranking as
    regards the right to receive dividends or the rights on winding up of, or
    other return of capital by, the Bank, pari passu with or in priority to the
    Relevant Dollar Preference Stock, or (ii) authorise or create, or increase
    the amount of any stock of any class or any security convertible into the
    stock of any class ranking as regards the right to receive dividends or the
    rights on winding up of, or other return of capital by, the Bank in priority
    to the Relevant Dollar Preference Stock. A separate meeting shall be deemed
    to be a class meeting and the provisions of Bye-Law 7 (a) shall apply
    subject always to the over-riding provision of sub-paragraph (6) of
    paragraph (E) of this Bye-Law.

(G) Further Preference Stock

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

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

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

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

                                       16

<PAGE>

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

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

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

(H) Variation of Class Rights

Without prejudice to Bye-Law 7 (b) the rights, privileges, limitations or
        restrictions attached to the Dollar Preference Stock (or any class
        thereof) may be varied, altered or abrogated, either whilst the Bank is
        a going concern or during or in contemplation of a winding up, with the
        written consent of the holders of not less than 66 2/3% in nominal value
        of such class of stock or with the sanction of a resolution passed at a
        class meeting of holders of such classes of stock provided that the
        holders of not less than 66 2/3% in nominal value of such class of stock
        in attendance and voting vote in favour of such resolution.

STERLING PREFERENCE STOCK

    5.  The rights attaching to the Sterling Preference Stock shall be as
        follows:

(A) General

The Sterling Preference Stock shall rank pari passu inter se with the Dollar
    Preference Stock and with the euro Preference Stock as regards the right to
    receive dividends and the rights on winding up of, or other return of
    capital by, the Bank. Notwithstanding the provisions of Bye-Law 7 and
    subject as provided in paragraphs (B) to (H) of this Bye-Law, the Sterling
    Preference Stock may be issued with such rights and privileges, and subject
    to such restrictions and limitations, as the Directors shall determine in
    the resolution approving the issue of such stock and in particular (but
    without prejudice to the generality of the foregoing), the Directors may
    (without prejudice to the authority conferred by sub-paragraph (D) (5) of
    this Bye-Law), pursuant to the authority given by the passing of the
    resolution to adopt this Bye-Law, consolidate and divide and/or subdivide
    any Sterling Preference Stock into stock of a larger or smaller amount.
    Whenever the Directors have power under this Bye-Law to determine any of the
    rights, privileges, limitations or restrictions attached to any of the
    Sterling Preference Stock, the rights, privileges, limitations or
    restrictions so determined need not be the same as those attached to the
    Sterling Preference Stock which has then been allotted or issued. Without
    prejudice to Bye-

                                       17

<PAGE>

    Law 7 (c) each issue of Sterling Preference Stock carrying rights,
    privileges, limitations or restrictions that are not the same as those
    attached to the Sterling Preference Stock which has then been allotted or
    issued shall constitute a separate class of stock.

(B) Income

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

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

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

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

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

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

        (e) (i)   The provisions of this sub-paragraph shall apply where any
                  instalment of the Preference Dividend payable on a particular
                  date on the Relevant Sterling Preference Stock is, for the
                  reasons specified in sub-paragraph

                                       18

<PAGE>

                  (b) or sub-paragraph (c) above, not to be paid in cash and the
                  amount (if any) standing to the credit of the profit and loss
                  account of the Bank together with the amount of the reserves
                  of the Bank available for the purpose are sufficient to enable
                  the allotments of additional Preference Stock referred to in
                  the further provisions of this sub-paragraph to be made in
                  full;

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

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

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

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

            (iii) Each holder of Relevant Stock shall, on the date for payment
                  of the Relevant Instalment, had such instalment been paid in
                  cash, be allotted such additional nominal amount of preference
                  stock of the class in question, credited as fully paid, as is
                  equal to an amount determined by multiplying the cash amount
                  of the Relevant Instalment that would have been payable to
                  him, had such instalment been payable in cash, (exclusive of
                  any associated tax credit) by a factor to be determined by the
                  Directors prior to allotment of the Relevant Stock. The Bank
                  shall not issue fractions of preference stock of any class
                  ("Fractional Stock") on any such allotment of additional
                  preference stock. In lieu of any Fractional Stock each holder
                  of Relevant Stock otherwise entitled to receive Fractional
                  Stock shall receive a payment in cash equal to such holder's
                  proportionate interest in the net proceeds from the sale or
                  sales in the open market by the Bank, on behalf of all such
                  holders, of the aggregate of the preference stock of the
                  relevant class equal in nominal amount to the aggregate amount
                  of all Fractional Stock of the relevant class otherwise
                  payable as a dividend rounded down to the nearest integral
                  multiple of the par value of such preference stock, provided
                  that the Bank shall not be obliged to make any such payment
                  where the entitlement of the relevant holder is less than Stg
                  L5. Such sale shall be effected promptly after the record date
                  fixed for determining the holders entitled to payment of the
                  Preference Dividend. A holder receiving an allotment of
                  additional preference stock in terms of this sub-paragraph
                  shall not be entitled to receive any part of the Relevant
                  Instalment relating to Relevant Stock of that class in cash;

            (iv)  For the purpose of paying up preference stock to be allotted
                  on any occasion pursuant to this sub-paragraph, the Directors
                  shall capitalise out of the sums standing to the credit of the
                  profit and loss account of the Bank and/or to the credit of
                  the Bank's reserve accounts available for the purpose, as the
                  Directors may determine a sum equal to the aggregate nominal
                  amount of the additional preference stock then to be allotted
                  and shall apply the same in paying up in full the appropriate
                  amount of

                                       19

<PAGE>

                  unissued preference stock of the class or classes in question.
                  Any such capitalisation shall be deemed to be authorised by
                  the resolution adopting this Bye-Law and the provisions of
                  Bye-Law 129 shall apply mutatis mutandis to any such
                  capitalisation;

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

        (f) The Directors shall undertake and do such acts and things as they
            may consider necessary or expedient for the purpose of giving effect
            to the provisions of sub-paragraph (e). If any additional preference
            stock falling to be allotted pursuant to such sub-paragraph cannot
            be allotted by reason of any insufficiency in the Bank's authorised
            capital stock the Directors shall convene a General Court to be held
            as soon as practicable, for the purpose of considering a resolution
            or resolutions effecting an appropriate increase in the authorised
            capital stock. The Sterling Preference Stock shall not confer the
            right to participate in any issue of stock on capitalisation of
            reserves except as provided in sub-paragraph (e) above.

(C) Capital

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

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

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

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

    (3)   The amounts payable or repayable under sub-paragraphs (1) and (2) of
        this paragraph (C) in the event of a winding up of, or other return of
        capital (other than on a redemption of stock of any class in the capital
        of the Bank) by the Bank, shall be so paid pari passu with any amounts
        payable or repayable in that event upon or in respect of any further
        preference stock of the Bank ranking pari passu with the Sterling
        Preference Stock as regards repayment of capital and shall be so paid in
        priority to any repayment of capital on any other class of

                                       20
<PAGE>

        stock of the Bank. The Sterling Preference Stockholders shall not be
        entitled in respect of the Sterling Preference Stock held by them to any
        further or other right of participation in the assets of the Bank.

(D) Redemption

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

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

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

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

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

    (3)   As from the date fixed for redemption, no Preference Dividend shall be
        payable on the Sterling Preference Stock to be redeemed except on any
        such stock in respect of which, upon either due presentation of the
        certificate relating thereto, or, if the Sterling Preference Stock was
        in uncertificated form on the date fixed for redemption the procedures
        for redemption as referred to in sub-paragraph (4) below, having been
        effected, payment of the moneys due at such redemption shall be
        improperly refused, in which event, the Preference Dividend shall
        continue to accrue on and from the date fixed for redemption down to,
        but not including, the date of payment of such redemption moneys.

    (4)   The provisions of this sub-paragraph (4) shall apply in relation to
        any Sterling Preference Stock that is to be redeemed and that, on the
        date fixed for redemption, is in uncertificated form. The Bank shall
        give to the holders of such Sterling Preference Stock not less than 30
        days and not more than 60 days notice in writing of the date on which
        such redemption is to be effected. Such notice shall specify the
        redemption date and the Directors shall be entitled, in their absolute
        discretion, to determine the procedures for the redemption of such
        Sterling Preference Stock held in uncertificated form on the relevant
        redemption

                                       21

<PAGE>

        date (subject always to the facilities and requirements of the relevant
        system concerned). Upon being satisfied that such procedures have been
        effected, the Bank shall pay to the holders of the Sterling Preference
        Stock concerned the amount due in respect of such redemption of such
        Sterling Preference Stock.

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

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

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

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

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

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

(E) Voting

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

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

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

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

          unless at the date of such meeting the most recent instalment of the
        Preference Dividend due to be paid prior to such meeting shall not have
        been

                                       22

<PAGE>

        paid in cash in which event the Sterling Preference Stockholders shall
        be entitled to speak and vote on all resolutions proposed at such
        meeting.

          For the avoidance of doubt, unless otherwise provided by its terms of
        issue and without prejudice to the rights attached to the Sterling
        Preference Stock to participate in any return of capital, the rights
        attached to any Sterling Preference Stock shall not be deemed to be
        varied, altered or abrogated by a reduction in any capital stock ranking
        as regards participation in the profits and assets of the Bank pari
        passu with or after such Sterling Preference Stock or by any redemption
        of any such capital stock, unless, in either of the foregoing cases, the
        then most recent dividend due to be paid on each class of preference
        stock in the capital of the Bank prior to such reduction or redemption
        shall not have been paid in cash.

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

        (b) Whenever the Sterling Preference Stockholders are entitled to attend
            and vote at a General Court of the Bank then, on a show of hands,
            each Sterling Preference Stockholder, present in person or every
            proxy for every such member, shall have one vote and on a poll each
            Sterling Preference Stockholder present in person or by proxy shall
            have one vote for every E0.64 of the euro amount decided by the
            Directors as being equivalent to the nominal amount of Sterling
            Preference Stock held by him, such calculation to be made by
            applying the rate of exchange prevailing at the date or respective
            dates of allotment of such stock as determined by the Directors. For
            the purpose of making the above calculation the euro amount shall be
            adjusted downwards to the nearest integral multiple of E0.64.

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

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

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

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

          and a relevant requisition may consist of several documents in like
        form each signed by or on behalf of one or more of the requisitionists.
        The provisions of Bye-Law 45 (c), (d) and (e) shall apply mutatis
        mutandis to an Extraordinary General Court requisitioned in accordance
        with this Bye-Law.

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

    (6)   The Directors shall procure that, on any resolution at a General Court
        of the Bank upon which the Sterling Preference Stockholders are entitled
        to vote and on each resolution at a separate Meeting, referred to at
        paragraph (F) of this

                                       23

<PAGE>

        Bye-Law, of the Sterling Preference Stockholders, a poll is demanded by
        the Chairman of such meeting in accordance with these Bye-Laws.

(F) Restriction on Capitalisations and Issues of Securities

 The following shall apply in relation to any particular Sterling Preference
    Stock (the "Relevant Sterling Preference Stock") if so determined by the
    Directors prior to allotment thereof. Save with the written consent of the
    holders of not less than 75% in nominal value of the Relevant Sterling
    Preference Stock, or with the sanction of a resolution passed at a separate
    meeting of the holders of the Relevant Sterling Preference Stock where
    holders of not less than 75% in nominal value of the Relevant Sterling
    Preference Stock in attendance and voting have voted in favour of such
    resolution, the Directors shall not (i) pursuant to Bye-Law 129 capitalise
    any part of the amounts available for distribution and referred to in such
    Bye-Law if after such capitalisation the aggregate of such amounts would be
    less than a multiple, determined by the Directors prior to the allotment of
    the Relevant Sterling Preference Stock of the aggregate amount of the annual
    dividends (exclusive of any associated tax credit) payable on the Sterling
    Preference Stock then in issue and any other preference stock then in issue
    ranking as regards the right to receive dividends or the rights on winding
    up of, or other return of capital by, the Bank, pari passu with or in
    priority to the Relevant Sterling Preference Stock, or (ii) authorise or
    create, or increase the amount of any stock of any class or any security
    convertible into the stock of any class ranking as regards the right to
    receive dividends or the rights on winding up of, or other return of capital
    by, the Bank in priority to the Relevant Sterling Preference Stock. A
    separate Meeting shall be deemed to be a class meeting and the provisions of
    Bye-Law 7 (a) shall apply subject always to the over-riding provision of
    sub-paragraph (6) of paragraph (E) of this Bye-Law.

(G) Further Preference Stock

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

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

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

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

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

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

          The creation or issue of, or the variation, alteration or abrogation
        of or addition to the rights, privileges, limitations or restrictions
        attaching to, any stock of the Bank ranking after the Sterling
        Preference Stock as regards participation in the profits and assets of
        the Bank and the creation or issue of further preference stock ranking
        pari passu with the Sterling Preference Stock

                                       24

<PAGE>

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

(H) Variation of Class Rights

Without prejudice to Bye-Law 7 (d) the rights, privileges, limitations or
    restrictions attached to the Sterling Preference Stock (or any class
    thereof) may be varied, altered or abrogated, either whilst the Bank is a
    going concern or during or in contemplation of a winding up, with the
    written consent of the holders of not less than 75% in nominal value of such
    class of stock or with the sanction of a resolution passed at a class
    meeting of holders of such classes of stock provided that the holders of not
    less than 75% in nominal value of such class of stock in attendance and
    voting vote in favour of such resolution.

EURO PREFERENCE STOCK

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

(A) General

  The euro Preference Stock shall rank pari passu inter se with the Dollar
    Preference Stock and with the Sterling Preference Stock as regards the right
    to receive dividends and the rights on winding up of, or other return of
    capital by, the Bank. Notwithstanding the provisions of Bye-Law 7 and
    subject as provided in paragraphs (B) to (H) of this Bye-Law, the euro
    Preference Stock may be issued with such rights and privileges, and subject
    to such restrictions and limitations, as the Directors shall determine in
    the resolution approving the issue of such stock and in particular (but
    without prejudice to the generality of the foregoing), the Directors may
    (without prejudice to the authority conferred by sub-paragraph (D) (5) of
    this Bye-Law), pursuant to the authority given by the passing of the
    resolution to adopt this Bye-Law, consolidate and divide and/or subdivide
    any euro Preference Stock into stock of a larger or smaller amount. Whenever
    the Directors have power under this Bye-Law to determine any of the rights,
    privileges, limitations or restrictions attached to any of the euro
    Preference Stock, the rights, privileges, limitations or restrictions so
    determined need not be the same as those attached to the euro Preference
    Stock which has then been allotted or issued. Without prejudice to Bye-Law 7
    (d) each issue of euro Preference Stock carrying rights, privileges,
    limitations or restrictions that are not the same as those attached to the
    euro Preference Stock which has then been allotted or issued shall
    constitute a separate class of stock.

(B) Income

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

                                       25

<PAGE>

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

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

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

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

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

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

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

                "Relevant Stock" means Relevant euro Preference Stock and any
                preference stock of the Bank carrying similar rights to those
                set out in this subparagraph (e) and ranking pari passu with the
                Relevant euro Preference Stock as regards dividend in respect of
                which an instalment of preference dividend which would have been
                payable on the same date as

                                       26

<PAGE>

                a Relevant Instalment on Relevant euro Preference Stock is not
                to be paid in cash; and

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

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

          (iii) Each holder of Relevant Stock shall, on the date for
                payment of the Relevant Instalment, had such instalment been
                paid in cash, be allotted such additional nominal amount of
                preference stock of the class in question, credited as fully
                paid, as is equal to an amount determined by multiplying the
                cash amount of the Relevant Instalment that would have been
                payable to him, had such instalment been payable in cash,
                (exclusive of any associated tax credit) by a factor to be
                determined by the Directors prior to allotment of the Relevant
                Stock. The Bank shall not issue fractions of preference stock of
                any class ("Fractional Stock") on any such allotment of
                additional preference stock. In lieu of any Fractional Stock
                each holder of Relevant Stock otherwise entitled to receive
                Fractional Stock shall receive a payment in cash equal to such
                holder's proportional interest in the net proceeds from the sale
                or sales in the open market by the Bank, on behalf of all such
                holders, of the aggregate of the preference stock of the
                relevant class equal in nominal amount to the aggregate amount
                of all Fractional Stock of the relevant class otherwise payable
                as a dividend rounded down to the nearest integral multiple of
                the par value of such preference stock, provided that the Bank
                shall not be obliged to make any such payment where the
                entitlement of the relevant holder is less than E6.35. Such sale
                shall be effected promptly after the record date fixed for
                determining the holders entitled to payment of the Preference
                Dividend. A holder receiving an allotment of additional
                preference stock in terms of this sub-paragraph shall not be
                entitled to receive any part of the Relevant Instalment relating
                to Relevant Stock of that class in cash;

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

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

        (f) The Directors shall undertake and do such acts and things as they
            may consider necessary or expedient for the purpose of giving effect
            to the provisions of subparagraph (e). If any additional preference
            stock falling to be allotted pursuant to such sub-paragraph cannot
            be allotted by reason of any insufficiency in the Bank's authorised
            capital stock the Directors shall

                                       27

<PAGE>

            convene a General Court to be held as soon as practicable, for the
            purpose of considering a resolution or resolutions effecting an
            appropriate increase in the authorised capital stock. The euro
            Preference Stock shall not confer the right to participate in any
            issue of stock on capitalisation of reserves except as provided in
            sub-paragraph (e) above.

(C) Capital

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

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

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

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

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

(D) Redemption

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

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

                                       28

<PAGE>

            sub-paragraph (C) (2) (b)) if the date fixed for redemption had been
            the date of a return of capital on a winding up of the Bank;

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

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

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

    (3)   As from the date fixed for redemption, no Preference Dividend shall be
        payable on the euro Preference Stock to be redeemed except on any such
        stock in respect of which, upon either due presentation of the
        certificate relating thereto, or, if the euro Preference Stock was in
        uncertificated form on the date fixed for redemption the procedures for
        redemption as referred to in sub-paragraph (4) below, having been
        effected, payment of the moneys due at such redemption shall be
        improperly refused, in which event, the Preference Dividend shall
        continue to accrue on and from the date fixed for redemption down to,
        but not including, the date of payment of such redemption moneys.

    (4)   The provisions of this sub-paragraph (4) shall apply in relation to
        any euro Preference Stock that is to be redeemed and that, on the date
        fixed for redemption, is in uncertificated form. The Bank shall give to
        the holders of such euro Preference Stock not less than 30 days, and not
        more than 60 days, notice in writing of the date on which such
        redemption is to be effected. Such notice shall specify the redemption
        date and the Directors shall be entitled, in their absolute discretion,
        to determine the procedures for the redemption of such euro Preference
        Stock held in uncertificated form on the relevant redemption date
        (subject always to the facilities and requirements of the relevant
        system concerned). Upon being satisfied that such procedures have been
        effected, the Bank shall pay to the holders of the euro Preference Stock
        concerned the amount due in respect of such redemption of such euro
        Preference Stock.

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

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

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<PAGE>

            relevant system concerned that relate to the holding of the euro
            Preference Stock concerned; and/or

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

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

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

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

(E) Voting

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

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

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

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

          unless at the date of such meeting the most recent instalment of the
        Preference Dividend due to be paid prior to such meeting shall not have
        been paid in cash in which event the euro Preference Stockholders shall
        be entitled to speak and vote on all resolutions proposed at such
        meeting.

          For the avoidance of doubt, unless otherwise provided by its terms of
        issue and without prejudice to the rights attached to the euro
        Preference Stock to participate in any return of capital, the rights
        attached to any euro Preference Stock shall not be deemed to be varied,
        altered or abrogated by a reduction in any capital stock ranking as
        regards participation in the profits and assets of the Bank pari passu
        with or after such euro Preference Stock or by any redemption of any
        such capital stock, unless, in either of the foregoing cases, the then
        most

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<PAGE>

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

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

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

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

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

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

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

          and a relevant requisition may consist of several documents in like
        form each signed by or on behalf of one or more of the requisitionists.
        The provisions of Bye-Law 45 (c), (d) and (e) shall apply mutatis
        mutandis to an Extraordinary General Court requisitioned in accordance
        with this Bye-Law.

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

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

(F) Restriction on Capitalisations and Issues of Securities

The following shall apply in relation to any particular euro Preference Stock
    (the "Relevant euro Preference Stock") if so determined by the Directors
    prior to allotment thereof. Save with the written consent of the holders of
    not less than 75% in nominal value of the Relevant euro Preference Stock, or
    with the sanction of a resolution passed at a separate Meeting of the
    holders of the Relevant euro Preference Stock where holders of not less than
    75% in nominal value of the Relevant euro Preference Stock in attendance and
    voting have voted in favour of such resolution, the Directors shall not (i)
    pursuant to Bye-Law 129 capitalise any part of the amounts available for
    distribution and referred to in such Bye-Law if after such capitalisation
    the aggregate of such amounts would be less than a multiple, determined by
    the Directors prior to the allotment of the Relevant euro Preference Stock
    of the aggregate amount of the annual dividends (exclusive of any associated
    tax credit) payable on the euro Preference Stock then in issue and any other
    Preference Stock

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<PAGE>

    then in issue ranking as regards the right to receive dividends or the
    rights on winding up of, or other return of capital by, the Bank, pari passu
    with or in priority to the Relevant euro Preference Stock, or (ii) authorise
    or create, or increase the amount of any stock of any class or any security
    convertible into the stock of any class ranking as regards the right to
    receive dividends or the rights on winding up of, or other return of capital
    by, the Bank in priority to the Relevant euro Preference Stock. A separate
    Meeting shall be deemed to be a class meeting and the provisions of Bye-Law
    7 (a) shall apply subject always to the over-riding provision of
    sub-paragraph (6) of paragraph (E) of this Bye-Law.

(G) Further Preference Stock

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

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

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

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

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

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

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

(H) Variation of Class Rights

Without prejudice to Bye-Law 7 (d) the rights, privileges, limitations or
    restrictions attached to the euro Preference Stock (or any class thereof)
    may be varied, altered or

                                       32

<PAGE>

    abrogated, either whilst the Bank is a going concern or during or in
    contemplation of a winding up, with the written consent of the holders of
    not less than 75% in nominal value of such class of stock or with the
    sanction of a resolution passed at a class meeting of holders of such
    classes of stock provided that the holders of not less than 75% in nominal
    value of such class of stock in attendance and voting vote in favour of such
    resolution.

VARIATION OF RIGHTS

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

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

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

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

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

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

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

                                       33

<PAGE>

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

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

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

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

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

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

CAPITAL STOCK TO BE AT DISPOSAL OF DIRECTORS

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

    (b)   Any stock may be held in uncertificated form, provided that the
        Directors shall have made arrangements with the operator of a relevant
        system for that class of stock to be admitted as a participating
        security for the purposes of that relevant system. The Directors shall
        have power to make such arrangements in their discretion without the
        consent of the stockholders. Where the Directors shall make such
        arrangements, and for so long as the relevant class of stock shall
        continue to be a participating security, these Bye-laws shall not apply
        to or have effect on stock of the relevant class which is held in
        uncertificated form to the extent that these Bye-laws are in any respect
        inconsistent with: the holding of stock of such class in uncertificated
        form; the transfer of title to stock of such class by means of a
        relevant system; or any provision of the Regulations.

    (c)   The Bank shall be entitled in accordance with the provisions of the
        Regulations to change any uncertificated stock into certificated form
        and to change any certificated stock into uncertificated form and the
        Bank may make such provisions therefor as the Directors think fit,
        subject always to the provisions of the Regulations. Where any
        conversion of stock from uncertificated form to certificated form takes
        place, the Bank shall within two months after the date on which the Bank
        receives the relevant operator-instruction capable of being complied
        with in accordance with the Regulations, issue the relevant stock
        certificate.

BANK NOT OBLIGED TO RECOGNISE TRUSTS

9.  Except as required by law, no person shall be recognised by the Bank as
    holding any capital stock of the Bank upon any trust, and the Bank shall not
    be bound by or compelled in any way to recognise (even when having notice
    thereof) any equitable,

                                       34

<PAGE>

    contingent, future or partial interest in any stock or (except only as by
    these Bye-Laws or by law otherwise provided) any other rights in respect of
    any stock except an absolute right to the entirety thereof in the registered
    holder who shall be treated for the purposes of the Charter and these
    Bye-Laws as holding the same in his own right and for his own use; this
    shall not preclude the Bank from requiring any member to furnish the Bank
    with information as to the beneficial ownership of any stock when such
    information is reasonably required by the Bank.

                               REGISTER OF MEMBERS

REGISTER TO BE KEPT IN SPECIFIED FORM

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

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

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

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

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

                   CERTIFICATES FOR STOCK IN CERTIFICATED FORM

MEMBERS ENTITLED TO CERTIFICATES FOR STOCK IN CERTIFICATED FORM

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

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

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

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

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<PAGE>

                                      LIEN

BANK TO HAVE LIEN ON ITS STOCK

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

SUCH LIEN TO BE MADE AVAILABLE BY SALE

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

DIRECTORS MAY AUTHORISE TRANSFER OF STOCK SO SOLD

14. To give effect to any such sale, the Directors may authorise some person to
    transfer the stock sold to the purchaser thereof. The purchaser shall be
    registered as the holder of the stock so transferred and he shall not be
    bound to see to the application of the purchase money, nor shall his title
    to the stock be affected by any irregularity or invalidity in the
    proceedings in reference to the sale and after the name of the transferee
    has been entered in the Register, the remedy of any person aggrieved by the
    sale shall be in damages only and against the Bank exclusively.

PROCEEDS OF SALE MAY BE APPLIED IN PAYMENT OF AMOUNT DUE

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

                                 CALLS ON STOCK

DIRECTORS MAY MAKE CALLS TO BE PAID BY STOCKHOLDERS

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

WHEN CALL IS DEEMED TO BE MADE

17. A call shall be deemed to have been made at the time when the resolution of
    the Court of Directors authorising the call was passed and may be required
    to be paid by instalments.

JOINT STOCKHOLDERS LIABLE TO PAY CALLS

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

OVERDUE CALLS LIABLE TO INTEREST

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

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<PAGE>

ANY SUM PAYBLE ON ALLOTMENT TO BE DEEMED TO BE A CALL

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

DIRECTORS MAY RECEIVE UNCALLED MONEYS

21. The Directors may, if they think fit, receive from any member willing to
    advance the same, all or any part of the moneys uncalled and unpaid upon any
    stock held by him and upon all or any of the moneys so advanced may (until
    the same would, but for such advance, become payable) pay interest at such
    rate not exceeding (unless the Bank in General Court otherwise directs) 5
    per cent. per annum, as may be agreed upon between the Directors and the
    member paying such sum in advance.

                               TRANSFER OF STOCK

MODE OF TRANSFER OF STOCK

22. (a) Subject to such of the restrictions of these Bye-Laws and to such of the
        conditions of issue as may be applicable, the stock of any member held
        in certificated form may be transferred by instrument in writing in any
        usual or common form or any other form which the Directors may approve
        and any such instrument shall be executed by or on behalf of the
        transferor. In case of stock not fully paid, the assignment or transfer
        may be effected in manner provided by the Charter. In either case, the
        transferor shall be deemed to remain the holder of the stock until the
        name of the transferee is entered in the Register in respect thereof.

    (b) Title to any uncertificated stock may be evidenced and transferred
        without a written instrument provided that such title is evidenced and
        transferred in accordance with the Regulations.

    (c) A transfer of title to uncertificated stock shall be registered on the
        Register where such transfer is required to be registered under the
        provisions of the Regulations notwithstanding any other provision of
        these Bye-Laws.

    (d) No transfer of title to uncertificated stock shall be registered other
        than in accordance with the provisions of the Regulations and the
        transferor shall be deemed to remain the holder of the stock until the
        name of the transferee is entered in the Register in respect thereof.

POWER DECLINE TO REGISTER TRANSFER

23. The Directors may decline to register the transfer of stock in certificated
    form (not being fully paid stock) to a person of whom they do not approve,
    and they may also decline to register the transfer of stock in certificated
    form on which the Bank has a lien.

POWER TO DECLINE TO REGISTER TRANSFER IN OTHER CIRCUMSTANCES

24. The Directors may also decline to permit any transfer of stock in
    certificated form unless:

          the transfer is accompanied by the certificate or (where no
        certificate has been issued) the receipt for the stock to which it
        relates, and such other evidence as the Directors may reasonably require
        to show the right of the transferor to make the transfer;

          the transfer is in respect of one class of stock only; and

          the transfer is lodged at the registration department of the Bank, or
        at such other place as the Directors may appoint.

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<PAGE>

No fee shall be charged for the registration of any instrument of transfer or
    other document relating to or affecting the title to any stock in
    certificated form and the Bank shall be entitled to retain any instrument of
    transfer which is registered.

The Directors may decline to register a transfer of stock in certificated form
    or uncertificated form in favour of more than four transferees jointly.

If the Bank refuses to register a transfer of any stock, the Bank shall within
    two months after the date on which the transfer was lodged with the Bank in
    the case of stock held in certificated form or within two months after the
    date on which the Bank receives the relevant operator-instruction in the
    case of stock held in uncertificated form, send to the transferee notice of
    the refusal.

Nothing in these Bye-Laws shall preclude the Directors from recognising a
    renunciation of the allotment of any stock by the allottee in favour of some
    other person.

PERIOD DURING WHICH REGISTRATION MAY BE SUSPENDED

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

                              TRANSMISSION OF STOCK

TITLE TO STOCK OF DECEASED MEMBER

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

TRANSMISSION CLAUSE - EVIDENCE OF TITLE

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

NOTICE TO BE GIVEN BY STOCKHOLDER REQUIRING REGISTRATION

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

PERSON BECOMING ENTITLED TO STOCK ON DEATH OR BANKRUPTCY TO BE ENTITLED TO
DIVIDEND

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

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<PAGE>

    dividends, bonuses or other moneys payable in respect of the stock until the
    requirements of the notice have been complied with.

STOCK TRANSMITTED IN WHOLE UNITS

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

                               FORFEITURE OF STOCK

IF CALLS NOT PAID NOTICE TO BE GIVEN TO MEMBER

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

TERMS OF NOTICE

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

IN DEFAULT OF PAYMENT STOCK MAY BE FORFEITED

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

FORFEITED STOCK TO BE PROPERTY OF BANK AND MAY BE SOLD

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

MEMBER WHOSE STOCK HAS BEEN FORFEITED SHALL CEASE TO BE A MEMBER BUT REMAINS
LIABLE

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

DECLARATION OF FORFEITURE

36. A statutory declaration that the declarant is a Director or the Secretary of
    the Bank, and that the stock in the Bank has been duly forfeited on a date
    stated in the declaration, shall be conclusive evidence of the facts therein
    stated as against all persons claiming to be entitled to the stock. The Bank
    may receive the consideration, if any, given for the stock on any sale or
    disposition thereof and may effect a transfer of the stock in accordance
    with Bye-Law 34 in favour of the person to whom the stock is sold or
    disposed of and he shall thereupon be registered as the holder of the stock,
    and shall not be bound to see to the application of the purchase money, if
    any, nor shall his title to the stock be affected by any irregularity or
    invalidity in the proceedings in reference to the forfeiture, sale or
    disposal of the stock.

                                       39

<PAGE>

PROVISIONS AS TO FORFEITURE TO APPLY TO ANY SUM PAYABLE IN RESPECT OF STOCK

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

                            INCREASE OF CAPITAL STOCK

POWER TO ENLARGE CAPITAL STOCK

38. (a) The members of the Bank in General Court may at any time and from time
        to time by resolution enlarge the capital stock of the Bank by such
        amount as they think proper.

    (b)   Whenever the capital stock of the Bank is so enlarged, the Directors
        may, subject to the provisions of Bye-Laws 4, 5 and 6, issue stock to
        such amount not exceeding the amount of such enlargement as they think
        proper and may issue such stock at par or at a premium and may receive
        from any person subscriptions in money or money's worth for such stock.

    (c)   All Ordinary Stock so issued shall rank in equal priority with the
        existing Ordinary Stock of the Bank and the holders of such
        first-mentioned stock shall be members of the Bank and be entitled to
        the same privileges and be subject to the same liabilities and be bound
        by the same Bye-Laws as the holders of such existing Ordinary Stock.

    (d)   A General Court may, by resolution, before the issue of any new
        Ordinary Stock, determine that the same or any of it shall be offered in
        the first instance, and either at par or at a premium to all the holders
        of the existing Ordinary Stock in such proportion as nearly as may be to
        the amount of such Ordinary Stock held by them respectively, or make any
        other provisions as to the issue of such new Ordinary Stock; but in
        default of any such determination and so far as the same shall not
        extend, the new Ordinary Stock may be dealt with by the Directors as if
        it formed part of the existing Ordinary Stock.

    (e)   All subscriptions received by the Bank for any new stock may be
        utilised by the Bank in any manner in which the moneys of the Bank may
        be for the time being lawfully utilised. Provided that nothing herein
        contained shall authorise the application or distribution among the
        members of the Bank of any part of such subscriptions by way of bonus or
        dividend.

                              PURCHASE OF OWN STOCK

PURCHASE OF OWN STOCK

39. (a) Subject to the provisions of, and to the extent permitted by, the Acts,
        to any rights conferred on the holders of any class of stock in the
        capital of the Bank and to the following paragraphs of this Bye-Law, the
        Bank may purchase any of its stock of any class (including any
        redeemable stock) and may cancel any stock so purchased or hold such
        stock as treasury stock, in accordance with Section 209 of the Companies
        Act, 1990 (the "treasury stock") with liberty to re-issue any such
        treasury stock on such terms and conditions and in such manner as the
        Directors may from time to time determine.

    (b)   The Bank shall not make market purchases of its own stock unless such
        purchases shall have been authorised by a special resolution passed by
        the members of the Bank at a General Court (a "Section 215 resolution").

    (c)   The Bank shall not be required to select the stock to be purchased on
        a pro rata basis or in any particular manner as between the holders of
        stock of the

                                       40

<PAGE>

        same class or as between the holders of stock of different classes or in
        accordance with the rights as to dividends or capital attached to any
        class of stock.

    (d) For the purposes of any Section 215 resolution:

        (i)   The maximum number of units of stock authorised to be purchased
            shall be specified in the Section 215 resolution;

       (ii)   The minimum price which may be paid for any units of stock to be
            purchased shall be the nominal value thereof;

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

                           RE-ISSUE OF TREASURY STOCK

RE-ISSUE OF TREASURY STOCK

40. For the purposes of any resolution of the Bank proposing to determine, in
    accordance with Section 209 of the Companies Act, 1990 the re-issue price
    range at which any unit of treasury stock for the time being held by the
    Bank may be re-issued off-market:

    (a)   The minimum price at which any units of treasury stock may be
        re-issued off-market for the purposes of any of the schemes (as defined
        below) shall be the issue price as provided for in such scheme and in
        all other circumstances shall be ninety-five per cent. of the
        Appropriate Price (as defined below);

    (b)   The maximum price at which any units of treasury stock may be
        re-issued off-market shall be one hundred and twenty per cent. of the
        Appropriate Price; and

    (c)   For the purposes of paragraphs (a) and (b) of this Bye-Law the
        expression the "schemes" shall mean the Bank of Ireland Group Employee
        Stock Issue Scheme - 1997 for Ireland and the United Kingdom
        respectively, the Bank of Ireland Group Stock Scheme - 1996, and any
        other scheme or plan from time to time which involves the issue of
        Ordinary Stock and which has been approved by the members at a General
        Court of the Bank; and "Appropriate Price" shall mean the average of the
        closing quotation prices as published in the Irish Stock Exchange Daily
        Official List (or any successor publication thereto) of units of stock
        of the same class as that of the treasury stock which is to be re-issued
        for the five business days immediately preceding the day of re-issue;
        and, in respect of any business day on which there shall be no dealing
        in the units of stock of that class on the Irish Stock Exchange, the
        price which is equal to (i) the mid-point between the high and low
        market guide prices in respect of such units of stock for such business
        day; or (ii) if there shall be only one such market guide price so
        published, the market guide price so published; such prices shall be as
        published in the Irish Stock Exchange Daily Official List (or any
        successor publication thereto).

                                       41

<PAGE>

                                 GENERAL COURTS

ALL GENERAL COURTS TO BE HELD IN THE STATE

41. All General Courts shall be held in the State.

ANNUAL GENERAL COURT

42. The Bank shall in each year hold a General Court as its Annual General Court
    in addition to any other General Court in that year, and shall specify the
    Court as such in the notices calling it; and not more than 15 months shall
    elapse between the date of one Annual General Court and that of the next.
    Subject thereto, the Annual General Court in each year shall be convened by
    the Directors for such day as they shall think fit.

DISTINCTION BETWEEN ORDINARY GENERAL COURT AND EXTRAORDINARY GENERAL COURT

43. All General Courts other than Annual General Courts shall be called
    Extraordinary General Courts.

DIRECTOR'S POWER TO CONVENE EXTRAORDINARY GENERAL COURT

44. The Directors may, whenever they think fit, convene an Extraordinary General
    Court.

EXTRAORDINARY GENERAL COURT CALLED FOR BY MEMBERS

45. (a) Without prejudice to the provisions of Bye-Laws 4, 5 and 6 the Directors
        shall, on the requisition of members of the Bank entitled to vote on a
        poll at a General Court and together holding at the date of the deposit
        of the requisition not less than one-tenth of the nominal amount of the
        Ordinary Stock of the Bank then in issue in respect of which one tenth
        they have a right to vote on a poll, forthwith proceed duly to convene
        an Extraordinary General Court.

    (b)   The requisition must state the objects of the General Court and must
        be signed by the requisitionists and deposited at the Office and may
        consist of several documents in like form each signed by one or more
        requisitionists.

    (c)   If the Directors do not within twenty one days from the date of the
        deposit of the requisition proceed duly to convene an Extraordinary
        General Court to be held within two months from the said date, the
        requisitionists may themselves convene an Extraordinary General Court,
        but any Extraordinary General Court so convened shall not be held after
        the expiration of three months from the said date.

    (d)   A General Court convened under this Bye-Law by the requisitionists
        shall be convened in the same manner as nearly as possible as that in
        which General Courts are to be convened by Directors.

    (e)   Any reasonable expenses incurred by the requisitionists by reason of
        the failure of the Directors duly to convene an Extraordinary General
        Court shall be repaid to the requisitionists by the Bank and any sum so
        repaid shall be retained by the Bank out of any sum due or to become due
        from the Bank by way of fees or other remuneration in respect of their
        services to such of the Directors as were in default.

    (f) This Bye-Law shall take effect in place of the provisions in the Charter
        for the summoning of General Courts upon the demand of any nine or more
        members.

                                       42

<PAGE>

                            NOTICE OF GENERAL COURTS

NOTICE OF GENERAL COURTS

46. (a) An Annual General Court and a Court called for the passing of a special
        resolution shall be called by 21 days' notice in writing at the least,
        and an Extraordinary General Court shall be called by 14 days' notice in
        writing at the least. The notice shall be exclusive of the day on which
        it is served or deemed to be served and of the day for which it is
        given, and shall specify the place, day and the hour of the meeting, and
        in the case of special business, the general nature of that business,
        and shall be given, in manner hereinafter mentioned, to such persons as
        are, under these Bye-Laws, entitled to receive such notices from the
        Bank.

    (b)   For the purposes of determining those persons entitled to attend or
        vote at a General Court of the Bank, and how many votes such persons may
        cast, the Bank may specify in the notice convening the General Court a
        time, not more than forty eight hours before the time fixed for the
        Court, by which a person must be entered on the Register in order to
        have the right to attend or vote at such General Court and changes to
        entries on the Register after the time specified in the relevant notice
        convening the General Court shall be disregarded in determining the
        rights of any person to attend or vote at the General Court
        notwithstanding any provisions in any enactment, these Bye-Laws or other
        instrument to the contrary.

ACCIDENTAL OMISSION TO GIVE NOTICE NOT TO INVALIDATE PROCEEDINGS

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

                          PROCEEDINGS AT GENERAL COURTS

PROCEEDINGS AT GENERAL AND EXTRAORDINARY GENERAL COURTS

48. (a) All business shall be deemed special that is transacted at an
        Extraordinary General Court, and also all that is transacted at an
        Annual General Court, with the exception of declaring a dividend, the
        consideration of the accounts, balance sheets and the reports of the
        Directors and Auditors, the election of Directors in the place of those
        retiring, the reappointment of the retiring Auditors and the fixing of
        the remuneration of the Auditors, all of which shall be deemed ordinary
        business.

    (b)   Special business shall be dealt with by way of special resolution. A
        resolution shall be a special resolution when it has been passed by not
        less than three-fourths of the votes cast by such members as, being
        entitled so to do, vote in person or, where proxies are allowed, by
        proxy at a General Court at which not less than twenty-one days' notice
        specifying the intention to propose the resolution as a special
        resolution has been duly given.

    (c)   Ordinary business shall be dealt with by way of ordinary resolution. A
        resolution shall be an ordinary resolution when it has been passed by a
        simple majority of the votes cast by such members as, being entitled so
        to do, vote in person or, where proxies are allowed, by proxy at a
        General Court.

QUORUM FOR GENERAL COURT

49. No business shall be transacted at any General Court unless a quorum of
    members is present at the time when the Court proceeds to business; save as
    herein otherwise provided, ten persons present in person or by proxy and
    entitled to vote shall be a quorum.

IF REQUIRED QUORUM NOT PRESENT GENERAL COURT TO BE ADJOURNED

50. If within half an hour from the time appointed for the General Court a
    quorum is not present, the Court, if convened upon the requisition of
    members, shall be dissolved, in any other case it shall stand adjourned to
    the same day in the next week, at the same time and place or to such other
    day and at such other time and place as the

                                       43

<PAGE>

    Directors may determine, and if at the adjourned Court a quorum is not
    present within half an hour from the time appointed for the Court, the
    members present shall be a quorum.

CHAIRMAN OF GENERAL COURT

51. The Governor, or in his absence a Deputy Governor, shall preside as Chairman
    at every General Court, but if none of them is present within 15 minutes
    after the time appointed for the holding of the Court and willing to act,
    the Directors present shall elect one of their number to be Chairman of that
    Court.

IF NO DIRECTOR PRESENT MEMBERS TO CHOOSE CHAIRMAN

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

CHAIRMAN WITH CONSENT MAY ADJOURN GENERAL COURT

53. The Chairman may, with the consent of any General Court at which a quorum is
    present, and shall if so directed by the Court, adjourn the Court from time
    to time and from place to place, but no business shall be transacted at any
    adjourned Court other than the business left unfinished at the Court from
    which the adjournment took place. When a Court is adjourned for 30 days or
    more, notice of the adjourned Court shall be given as in the case of an
    original Court. Save as aforesaid it shall not be necessary to give any
    notice of an adjournment or of the business to be transacted at an adjourned
    Court. Provided however and notwithstanding the foregoing provisions of this
    Bye-Law the Chairman of any General Court may at any time without the
    consent of the Court adjourn any Court (whether or not it has commenced or a
    quorum is present) either indefinitely or to another time or place where it
    appears to him that the members wishing to attend cannot be conveniently
    accommodated in the place appointed for the Court or an adjournment is
    otherwise necessary so that the business of the Court may be properly
    conducted.

HOW QUESTIONS ARE TO BE DECIDED

54. At any General Court a resolution put to the vote of the Court shall be
    decided on a show of hands unless, before the show of hands or before or on
    the declaration of the result of the show of hands, a poll is demanded:

    (a)   by the Chairman; or

    (b)   by at least nine members of the Bank present in person or by proxy and
        entitled to vote on a poll.

Unless a poll is so demanded, a declaration by the Chairman that a resolution
    has, on a show of hands, been carried or carried unanimously, or by a
    particular majority, or lost, and an entry to that effect in the book
    containing the minutes of the proceedings of the Bank shall be conclusive
    evidence of the fact without proof of the number or proportion of the votes
    recorded in favour of or against such resolution. The demand for a poll may
    be withdrawn.

POLL TO BE TAKEN IF DEMANDED

55. Except as provided in Bye-Law 57, if a poll is duly demanded it shall be
    taken in such manner as the Chairman directs, and the result of the poll
    shall be deemed to be the resolution of the General Court at which the poll
    was demanded.

EQUALITY OF VOTES

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

POLL DEMANDED ON ELECTION OF CHAIRMAN OR ADJOURNMENT TO BE TAKEN FORTHWITH

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

                                       44

<PAGE>

                                VOTES OF MEMBERS

NUMBER OF VOTES OF MEMBERS

58. (a) Without prejudice to the provisions of Bye-Laws 4, 5 and 6 at any
        General Court, on a show of hands every member being the holder of at
        least one unit of Ordinary Stock of the Bank (including the Governor and
        Deputy Governor and any other person who may be Chairman of the Court)
        present in person and every proxy for every such member shall have one
        vote so however that no individual shall have more than one vote; and on
        a poll every member (including the Governor and Deputy Governor and any
        other person who may be Chairman of the Court) present in person or by
        proxy shall have one vote for each unit of Ordinary Stock of the Bank.

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

    (c)   No member shall be required to take, make or subscribe any such oath
        or declaration as is mentioned in the Charter before or as a condition
        of voting at any General Court.

DISCLOSURE OF INTERESTS IN ORDINARY STOCK

59. (a) Any member of the Bank may be required by notice from the Directors to
        declare by statutory declaration whether he is beneficially entitled to
        the Ordinary Stock of the Bank of which he is the registered holder and
        if he is not beneficially entitled to the whole or any part of such
        Ordinary Stock to disclose and specify every person in trust for whom or
        on whose behalf the member holds the same; and where any member has been
        required to make such declaration as aforesaid, he must do so within 14
        days after the date of service of the notice (the "prescribed period").

    (b)   If any member or any person appearing to be interested in Ordinary
        Stock in the Bank held by such member has been duly served with a notice
        under this Bye-Law and is in default for the prescribed period in
        supplying to the Bank the information thereby required, then the
        Directors may, in their absolute discretion at any time thereafter by
        notice (a "disenfranchisement notice") to such member, direct that in
        respect of the Ordinary Stock in relation to which the default occurred
        (the "default stock") (which expression shall include any further
        Ordinary Stock which is issued in respect of such Ordinary Stock), the
        member shall not be entitled to attend or to vote, either personally or
        by proxy, at any General Court of the Bank or to exercise any other
        rights conferred by membership in relation to General Courts of the
        Bank.

    (c)   Where the default stock represents at least five per cent. of the
        Ordinary Stock then in issue (or such other percentage as may be
        determined under the provisions of Section 70 of the Companies Act,
        1990), then the disenfranchisement notice may additionally direct that:

        (i) any dividend (or part thereof) or other money which would otherwise
            be payable in respect of the default stock shall be retained by the
            Bank without any liability to pay interest thereon when such money
            is finally paid to the member; and/or

        (ii) no transfer of any Ordinary Stock held by such member shall be
            registered unless:

            (1) the member is not himself in default as regards supplying the
                information required; and

                                       45

<PAGE>

            (2) the transfer is part only of the member's holding and when
                presented for registration is accompanied by a certificate by
                the member in a form satisfactory to the Directors to the effect
                that after due and careful enquiry, the member is satisfied that
                none of the Ordinary Stock, the subject of the transfer, is
                default stock.

          In relation to any stock which is held in uncertificated form, the
        prohibition of transfers in this paragraph shall not be effective to the
        extent that it is inconsistent with the Regulations, the transfer of
        title to such stock by means of a relevant system or the rules and
        requirements of the relevant system.

    (d)   The Bank shall send to each other person appearing to be interested in
        the Ordinary Stock the subject of any disenfranchisement notice, a copy
        of the disenfranchisement notice but the failure or omission by the Bank
        to do so shall not invalidate such disenfranchisement notice.

    (e)   Save as herein provided, any disenfranchisement notice shall have
        effect in accordance with its terms for so long as the default in
        respect of which the disenfranchisement notice was issued continues and
        for a period of one week thereafter provided that the Directors may, at
        the request of the member concerned, reduce or waive such one week
        period if they think fit.

    (f)   Any disenfranchisement notice shall cease to have effect in relation
        to any Ordinary Stock which is transferred by such member by means of an
        approved transfer.

    (g)   For the purposes of this Bye-Law:

        (i) A person shall be treated as appearing to be interested in any
            Ordinary Stock if the member holding such Ordinary Stock has given
            to the Bank a notification under this Bye-Law which either:

            (1) names such person as being so interested; or

            (2) fails to establish the identities of those interested in the
                stock; and after (taking into account the said notification and
                any other relevant notification under this Bye-Law 59), the Bank
                knows or has reasonable cause to believe that the person in
                question is or may be interested in the stock; and

        (ii) A transfer of Ordinary Stock is an approved transfer if, but only
             if:

            (1) the Directors are satisfied that the transfer is made pursuant
                to a sale of the whole of the beneficial ownership of the
                Ordinary Stock to a party unconnected with the member and with
                other persons appearing to be interested in such stock; or

            (2) the transfer results from a sale made through a recognised Stock
                Exchange.

    (h)   Where any stock the subject matter of a disenfranchisement notice
        under paragraph (c) above is held in uncertificated form, the Directors
        may, subject to the Regulations, take such further steps (including
        requiring that such stock be converted into certificated form) as the
        Directors shall think fit for the purpose of giving effect, so far as
        practicable, to the prohibition of transfers in sub-paragraph (c)(ii)
        above.

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<PAGE>

JOINT STOCKHOLDERS

60. Where there are joint holders, the vote of the senior who tenders a vote
    shall be accepted to the exclusion of the votes of the other joint holders;
    and for this purpose, seniority shall be determined by the order in which
    the names stand in the Register.

HOW MEMBERS NON COMPOS MENTIS MAY

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

NO MEMBER IN ARREAR MAY VOTE

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

NO OBJECTIONS TO BE RAISED TO QUALIFICATION OF VOTER EXCEPT AT GENERAL COURT OR
ADJOURNMENT

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

VOTES MAY BE GIVEN IN PERSON OR BY PROXY

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

PROXY TO BE GIVEN IN WRITING BY APPOINTER OR ATTORNEY

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

DEPOSIT OF PROXY

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

FORM OF PROXY

67. An instrument appointing a proxy shall be in writing in any usual or common
    form or in any other form which the Directors may accept or approve.

PROXY TO BE DEEMED TO CONFER AUTHORITY TO DEMAND POLL

68. The instrument appointing a proxy shall be deemed to confer authority to
    demand or join in demanding a poll.

VOTE BY PROXY TO BE AVAILABLE ALTHOUGH AUTHORITY REVOKED OR STOCK TRANSFERRED

69. (a) A vote given in accordance with the terms of an instrument of proxy
        shall be valid notwithstanding the previous death or insanity of the
        principal or revocation of the proxy or of the authority under which the
        proxy was executed or the transfer of the stock in respect of which the
        proxy is given, if no intimation in

                                       47
<PAGE>

        writing of such death, insanity, revocation or transfer as aforesaid is
        received by the Bank at the registration department of the Bank or at
        such other place as the Directors may appoint, at least two hours
        before the time specified in the relevant notice of the meeting of the
        General Court or adjourned Court at which the proxy is used.

    (b) When two or more valid but differing instruments of proxy are delivered
        in respect of the same stock for use at the same meeting, the one which
        is last delivered (regardless of its date or of the date of its
        execution) shall be treated as replacing and revoking the others as
        regards that stock and if the Bank is unable to determine which was
        last delivered, none of them shall be treated as valid in respect of
        that stock.

             BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS

BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS

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

                                    DIRECTORS

NUMBER OF DIRECTORS

71. The number of Directors (including the Governor and Deputy Governor) shall
    not be less than 10 and not more than 18.

REMUNERATION OF DIRECTORS

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

REMUNERATION FOR SPECIAL SERVICES

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

                                       48

<PAGE>

RESIDENCE AND STOCK QUALIFICATIONS OF DIRECTORS

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

    (b)   The Governor, each Deputy Governor and each Director for the time
        being shall be required to hold 1,000 units of Ordinary Stock of the
        Bank.

    (c)   The office of the Governor, Deputy Governor or Director shall be
        vacated if the Governor, Deputy Governor or Director (as the case may
        be) does not within two months from the date of his election or
        appointment obtain his appropriate stock qualification, or if after the
        expiration of the said period he ceases at any time to hold such stock
        qualification.

    (d)   A person vacating office under this Bye-Law shall be incapable of
        being re-elected or re-appointed thereto until he has obtained his stock
        qualification.

DECLARATIONS TO BE MADE BY DIRECTORS

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

DIRECTORS MAY BECOME INTERESTED IN COMPANY PROMOTED BY BANK

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

BORROWING POWERS OF DIRECTORS AND REGISTER OF CHARGES

77. (a) The Directors may exercise all the powers of the Bank to borrow money
        and give security therefor.

    (b) For as long as Section 99(2) of the Companies Act, 1963, or any
        statutory provision or enactment amending or replacing the same, shall
        not apply to the Bank, the Bank shall keep a register of all charges
        identified in the said section and shall enter in such register the
        following particulars:

        (i) The names and addresses of the chargee;

        (ii) The date of creation of the charge;

    (c)   Every such register of charges identified in sub-paragraph (b) above
        shall, except when duly closed, be open to inspection by the registered
        chargee of any such charge without fee and by any other person on
        payment of such fee, as may be prescribed by the Directors from time to
        time;

    (d)   Any such registered chargee or any other person may require a copy of
        the register of holders of charges identified in sub-paragraph (b) above
        of the Bank or any part thereof, on payment of such fee as may be
        prescribed by the Directors from time to time.

POWERS AND DUTIES OF DIRECTORS

78. The business of the Bank shall be managed by the Directors, who may exercise
    all such powers of the Bank as are not, by the Charter, the Bank Acts or
    these Bye-Laws required to be exercised by the Bank in General Court,
    subject, nevertheless, to any of the provisions of the Charter, the Bank
    Acts or these Bye-Laws and to such directions, not being inconsistent with
    the aforesaid provisions, as may be given by the Bank in General Court; but
    no direction given by a General Court shall

                                       49

<PAGE>

    invalidate any prior act of the Directors which would have been valid if
    that direction had not been given.

DIRECTORS' POWER TO APPOINT ATTORNEY

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

DIRECTOR WHO IS INTERESTED IN CONTRACT WITH THE BANK MUST DISCLOSE HIS INTEREST

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

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

    (c)   For the purposes of this Bye-Law, a general notice given to the Court
        of Directors by a Director to the effect that he is a member and/or
        director of a specified company or firm and is to be regarded as
        interested in any contract which may, after the date of such notice, be
        made with that company or firm, shall be deemed to be sufficient
        declaration of interest in relation to any contract so made, but no such
        notice shall be of effect unless either it is given at a Court of
        Directors or the Director takes reasonable steps to secure that it is
        brought up and read at the next Court of Directors after it is given.

    (d)   A copy of every declaration made and notice given in pursuance of this
        Bye-Law shall, within three days after the making or giving thereof, be
        entered in a book kept for this purpose. Such book shall be open for
        inspection without charge by any Director, Secretary or Auditor of the
        Bank at the Office and shall be produced at any Court of Directors if
        any Director so requests in sufficient time to enable the book to be
        available at such Court.

DIRECTOR MAY HOLD OFFICE UNDER THE BANK

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

DIRECTOR MAY ACT FOR BANK IN PROFESSIONAL CAPACITY

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

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<PAGE>

SIGNING OF CHEQUES ETC.

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

MINUTES TO BE KEPT OF PROCEEDINGS OF DIRECTORS

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

    (a) of all appointments made by the Directors;

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

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

DIRECTORS' PENSIONS

85. The Directors on behalf of the Bank may pay a gratuity or pension or
    allowance on retirement to any Director or to his widow or dependants, and
    may make contributions to any fund and pay premiums for the purchase or
    provision of any such gratuity, pension or allowance.

WHEN OFFICE OF DIRECTOR IS TO BE VACATED

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

    (a) ceases to be a Director by virtue of Bye-Law 74 (c); or

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

    (c) fails to make and deliver the declaration required by Bye-Law 75 within
        the time therein specified or within such further period as may be
        allowed by the Court of Directors; or

    (d) becomes of unsound mind; or

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

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

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

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

                          GOVERNOR AND DEPUTY GOVERNOR

ELECTION OF GOVERNOR AND DEPUTY GOVERNOR

87. (a) The Governor and Deputy Governor shall be elected from time to time by
        the Court of Directors from amongst their own number on such terms as to
        remuneration and otherwise and for such period as the Court of Directors
        think fit but any Governor and Deputy Governor may be removed from
        office by the Court of Directors before the expiry of such period. In
        case any casual vacancy in the office of Governor or Deputy Governor
        shall occur by death, resignation or otherwise, the vacancy shall,
        forthwith in the case of a Governor and as soon as convenient in the
        case of a Deputy Governor, be filled by the Court of Directors electing
        one of their number to such office.

    (b)   Where a person ceases to hold the office of Governor or Deputy
        Governor such person may continue to be a Director until the next
        General Court for the annual election of Directors and shall then be
        eligible for re-election as a Director.

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<PAGE>

                        MANAGING AND EXECUTIVE DIRECTORS

APPOINTMENT OF MANAGING DIRECTOR AND EXECUTIVE DIRECTORS

88. The Directors may from time to time appoint one or more of themselves to the
    office of Managing Director or Executive Director for such period and on
    such terms as to remuneration and otherwise as they think fit, and, subject
    to the terms of any agreement entered into in any particular case, may
    revoke such appointment. The appointment of a Director to the office of
    Managing Director or Executive Director shall (without prejudice to any
    claim such Director may have for damages for breach of any contract of
    service between such Director and the Bank) be automatically determined if
    such Director ceases from any cause to be a Director, provided however that
    this shall not apply if such Director shall retire by rotation in accordance
    with Bye-Law 90 and be re-appointed at the meeting at which such retirement
    took effect.

DIRECTORS MAY EMPOWER MANAGING DIRECTOR TO ACT FOR BANK

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

                     APPOINTMENT AND RETIREMENT OF DIRECTORS

RETIREMENT BY ROTATION OF DIRECTORS

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

WHICH DIRECTORS TO RETIRE

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

RETIRING DIRECTORS ELIGIBLE FOR RE-ELECTION

92. A retiring Director shall be eligible for re-election.

POWER OF GENERAL COURT TO FILL A VACANCY CAUSED BY RETIREMENT OF DIRECTOR

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

CANDIDATES FOR OFFICE OF DIRECTOR TO BE NOMINATED IN WRITING

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

                                       52

<PAGE>

WHEN DIRECTORS MAY FILL OFFICE OF DIRECTOR

95. The Directors shall have power at any time and from time to time to appoint
    any person to be a Director, either to fill a casual vacancy or as an
    addition to the existing Directors, but so that the total number of
    Directors shall not at any time exceed the number fixed in accordance with
    Bye-Law 71. Any Director so appointed shall retire at the next following
    Annual General Court, and shall then be eligible for re-election but shall
    not be taken into account in determining the Directors who are to retire by
    rotation at such Court. A Director retiring pursuant to this Bye-Law shall
    retain office until the conclusion of the Annual General Court at which he
    retires.

POWER OF GENERAL COURT TO REMOVE DIRECTOR

96. A General Court may, by resolution, of which notice has been given to the
    Director concerned, remove any Director before the expiration of his period
    of office notwithstanding anything in these Bye-Laws or in any agreement
    between the Bank and such Director. Such removal shall be without prejudice
    to any claim such Director may have for damages for breach of any contract
    of service between him and the Bank.

POWER OF GENERAL COURT TO FILL CASUAL VACANCY

97. A General Court may, by resolution, appoint another person in place of a
    Director removed from office under the preceding Bye-Law and without
    prejudice to the powers of the Directors under Bye-Law 95 a General Court
    may appoint any person to be a Director either to fill a casual vacancy or
    as an additional Director, but so that the total number of Directors shall
    not at any time exceed the number fixed in accordance with Bye-Law 71. A
    person so appointed shall be subject to retirement at such time as if he had
    become a Director on the day on which the Director in whose place he is
    appointed was last elected a Director.

                     PROCEEDINGS OF DIRECTORS AND COMMITTEES

COURT OF DIRECTORS

98. (a) The Directors may meet together as the Court of Directors for the
        despatch of business, adjourn and otherwise regulate their meetings as
        they think fit. Questions arising at any meeting shall be decided by a
        majority of votes. Where there is an equality of votes, the Chairman
        shall have a second or casting vote. The Governor or Deputy Governor
        may, and the Secretary on the requisition of a Director shall, at any
        time summon a Court of Directors. If the Directors so resolve, it shall
        not be necessary to give notice of a Court of Directors to any Director
        who, being resident in the State, is for the time being absent from the
        State.

    (b)   Notice of a meeting of the Directors shall be deemed to be duly given
        to a Director if it is given to him personally or by word of mouth or by
        telephone or sent in writing by delivery, post, cable, telegram, telex,
        telefax, electronic mail or any other means of communication approved by
        the Directors to him at his last known address or any other address
        given by him to the Bank for this purpose.

    (c)   A Director may participate in a meeting of the Directors or any
        committee of the Directors by means of conference telephone, televisual
        link or other telecommunications equipment by means of which all persons
        participating in the meeting can hear each other speak and such
        participation in a meeting shall constitute presence in person at the
        meeting.

    (d)   A resolution or other document in writing signed by all the Directors
        entitled to receive notice of a meeting of Directors shall be as valid
        as if it had been passed at a meeting of Directors duly convened and
        held and may consist of several documents in the like form each signed
        by one or more Directors, and such resolution or other document or
        documents when duly signed may be delivered or transmitted (unless the
        Directors shall otherwise determine either generally or in any specific
        case) by facsimile transmission or some other similar means of
        transmitting the contents of documents.

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<PAGE>

DIRECTORS' QUORUM

99. The quorum necessary for the transaction of the business at a Court of
    Directors may be fixed by the Directors, and unless so fixed shall be five.

DIRECTOR SHALL NOT VOTE IN RESPECT OF CONTRACT IN WHICH HE IS INTERESTED

100.(a) Save as herein provided a Director shall not vote in respect of any
        contract or arrangement or any other proposal whatsoever in which he has
        an interest which (together with any interest of any person connected
        with him) is a material interest otherwise than by virtue of his
        interest in stock, shares or debentures or other securities of or
        otherwise in or through the Bank. A Director shall not be counted in the
        quorum at a Court of Directors or a meeting of a committee appointed by
        the Directors in relation to any resolution on which he is debarred from
        voting.

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

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

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

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

        (iv)  Any proposal concerning any other company in which he is
              interested, directly or indirectly and whether as an officer or
              shareholder or otherwise howsoever, provided that he is not the
              holder of or beneficially interested in 1 per cent. or more of any
              class of the equity share capital of such other company (or of any
              third company through which his interest is derived) or of the
              voting rights available to members of the relevant company (any
              such interest being deemed for the purpose of this Bye-Law 100 to
              be a material interest in all circumstances).

        (v)   Any proposal concerning the adoption, modification or operation of
              a superannuation fund or retirement benefit scheme or stock
              ownership or stock option scheme under which he may benefit and
              which has been approved by or is subject to and conditional upon
              approval by the Revenue Commissioners for taxation purposes.

    (c) Where proposals are under consideration concerning the appointment
        (including fixing or varying the terms of appointment) of two or more
        Directors to offices or places of profit under the Bank or any company
        in which the Bank is interested, such proposals may be divided and
        considered in relation to each Director separately and in such cases
        each of the Directors concerned (if not debarred from voting under the
        proviso to paragraph (b) (iv) of this Bye-Law) shall be entitled to vote
        (and be counted in the quorum) in respect of each resolution except that
        concerning his own appointment.

    (d) If any question shall arise at any Court of Directors or any meeting of
        a committee appointed by the Directors as to the materiality of a
        Director's interest or as to the entitlement of any Director to vote and
        such question is not resolved by his voluntarily agreeing to abstain
        from voting, such question shall

                                       54

<PAGE>

        be referred to the Chairman of the Court of Directors or the meeting of
        the committee and his ruling in relation thereto shall be final and
        conclusive except in a case where the nature or extent of the interest
        of the Director concerned has not been fairly disclosed.

    (e) The Bank may in General Court at any time suspend or relax the foregoing
        provisions of this Bye-Law 100 to any extent either generally or in
        respect of any particular transaction or ratify any transaction not duly
        authorised by reason of a contravention of this Bye-Law 100.

    (f) For the purpose of this Bye-Law "connected person" or "person connected
        with a Director" is defined as:

        (i)   a person is connected with a Director if, but only if, he is:

              (a) that Director's spouse, parent, brother, sister or child;

              (b) a person acting in his capacity as the trustee of any trust,
                  the principal beneficiaries of which are the Director, his
                  spouse, or any of his children or any body corporate which he
                  controls; or

              (c) a partner of that Director;

              unless that person is also a Director of the Bank;

        (ii)  a body corporate shall also be deemed to be connected with a
              Director if it is controlled by that Director;

        (iii) for the purposes of this definition, a Director shall be deemed
              to control a body corporate if, but only if, such Director is
              alone or together with any of the persons referred to in
              sub-paragraphs (a), (b) or (c) of (f)(i) above, interested in more
              than one-half of the equity share capital of that body or entitled
              to exercise or control the exercise of more than one-half of the
              voting power at any general meeting of that body;

              In this sub-paragraph (f)(iii) "equity share capital" has the same
              meaning as in Section 155 of the Companies Act, 1963; and
              references to voting power exercised by a Director shall include
              references to voting power exercised by another body corporate
              which that Director controls.

DIRECTORS MAY ACT NOTWITHSTANDING A VACANCY IN NUMBER

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

CHAIRMAN OF COURT OF DIRECTORS

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

DIRECTORS' POWERS OF MANAGEMENT

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

    (a) The Directors may establish any committee or committees consisting of
        one or more Directors and the Directors may appoint to any such
        committee such other person or persons as they think fit provided that
        at any time the majority of members of any such committee shall be
        Directors and no resolution of that

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        committee shall be effective unless a majority of the members of the
        committee present at the meeting are Directors.

    (b) The Directors may establish divisional, local or management boards to
        which they may appoint any person or persons as members to be divisional
        directors, local directors or management directors.

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

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

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

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

DIRECTORS' POWERS OF DELEGATION

104. The Directors may delegate any of their powers, authorities and discretions
    to any committee or board established or to any appointment made pursuant to
    Bye-Law 103 and to any wholly owned subsidiary of the Bank for such a period
    and on such terms and conditions as the Directors may determine. The
    Directors may authorise any such committee, board, appointment or subsidiary
    to sub-delegate any of the powers, authorities and discretions delegated to
    them but any such committee, board, appointment or subsidiary shall conform
    to any regulations which may from time to time be imposed by the Directors
    in respect of any such delegation or sub-delegation. The Directors may at
    any time vary or revoke any delegation made to any such committee, board,
    appointment or subsidiary, or any regulation made in respect of
    sub-delegation by any of them.

CHAIRMAN OF COMMITTEE

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

PROCEEDINGS OF COMMITTEE

106. A committee may meet and adjourn as it thinks proper. Questions arising at
    any meeting shall be determined by a majority of votes of the members
    present, and where there is an equality of votes, the Chairman shall have a
    second or casting vote.

ACTS OF DIRECTORS OR COMMITTEES TO BE VALID NOTWITHSTANDING DEFECT IN
APPOINTMENT

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

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                                    SECRETARY

APPOINTMENT OF SECRETARY

108. The Secretary shall be appointed by the Directors for such term, at such
    remuneration and upon such conditions as they may think fit; and any
    Secretary so appointed may be removed by them.

SECRETARY MAY NOT ACT IN DUAL CAPACITY

109. A provision of these Bye-Laws requiring or authorising a thing to be done
    by or to a Director and the Secretary shall not be satisfied by its being
    done by or to the same person acting both as Director and as, or in place
    of, the Secretary.

                                    THE SEAL

THE SEAL, OFFICIAL SEAL AND LOCAL SEAL

110. (a) The Seal shall be used only by the authority of the Directors or a
         committee appointed by the Directors authorised by the Directors in
         that behalf and every instrument to which the Seal shall be affixed
         shall be signed by a Director or by the Secretary or by some other
         person appointed by the Directors for the purpose or by a committee
         appointed by the Directors authorised by the Directors in that behalf.

     (b) The Bank shall have an Official Seal which shall be a facsimile of the
         Seal with the addition on its face of the word "Securities" for the
         purpose of sealing securities issued by the Bank and for sealing
         documents creating or evidencing securities so issued. The Official
         Seal may be used only on the authority set out in Bye-Law 110 (a)
         except that all instruments to which the Official Seal shall be affixed
         shall be signed by the Secretary and some other person appointed by the
         Directors for the purpose or by a committee appointed by the Directors
         authorised by the Directors in that behalf and provided that the system
         of authorising the affixing of the Official Seal to such instruments is
         first approved by the Auditors all or any such signatures may be
         applied by some mechanical means.

     (c) The Bank shall have for use in Britain (and if the Directors consider
         it expedient, in any other territory, district or place where the Bank
         has an established place of business) a local seal, which shall be a
         facsimile of the Seal with the addition on its face of the word
         "Britain" (or the name of the territory, district or place, as the case
         may be, where it is to be used). The local seal may be used only under
         the authority set out in Bye-Law 110 (a) except that all instruments to
         which the local seal shall be affixed shall be signed by two persons
         appointed by the Directors or a committee appointed by the Directors
         authorised by the Directors in that behalf.

                             DIVIDENDS AND RESERVES

DECLARATION OF DIVIDENDS BY GENERAL COURT

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

DIRECTORS MAY PAY INTERIM DIVIDENDS

112. The Directors may from time to time pay to the members such interim
    dividends as appear to the Directors to be justified by the profits of the
    Bank. Provided that no such interim dividend on the Ordinary Stock may be
    paid if the dividends on the Dollar Preference Stock, the Sterling
    Preference Stock and the euro Preference Stock most recently payable prior
    to the date of the Directors' resolution to pay such interim dividend shall
    not have been paid in cash. Where the Directors have acted bona fide, they
    shall not incur any responsibility to the holders of any stock conferring a
    preference which may at any time be issued for any damage they may

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    suffer by reason of the payment of an interim dividend on any stock ranking
    after such preference stock. A resolution of the Directors declaring any
    interim dividend shall (once announced) be irrevocable and shall have the
    same effect in all respects as if such dividend had been declared upon the
    recommendation of the Directors by a resolution of the Bank. Subject as
    aforesaid, if at any time the capital stock of the Bank is divided into
    different classes, the Directors may pay such interim dividends in respect
    of those units of capital stock of the Bank which confer on the holders
    thereof deferred or nondeferred rights as well as in respect of those units
    of capital stock of the Bank which confer on the holders thereof
    preferential rights with regard to dividends. The Directors may also pay
    half-yearly or at other suitable intervals to be settled by them any
    dividend which may be payable at a fixed rate if they are of the opinion
    that the profits available for distribution justify the payment.

DIVIDENDS TO BE PAID OUT OF PROFITS

113. No dividend shall be paid otherwise than out of profits.

RESERVE FUNDS

114. (a) The Directors may, before recommending any dividends, set aside out of
         the profits of the Bank such sums as they think proper as a reserve or
         reserves which shall, at the discretion of the Directors be applicable
         for any purpose to which the profits of the Bank may be properly
         applied, and pending such application may, at the like discretion,
         either be employed in the business of the Bank or be invested in such
         investments as the Directors may lawfully determine. The Directors may
         also, without placing the same to reserve, carry forward any profits
         which they may think it prudent not to divide.

     (b) The Directors shall not set aside out of profits and carry to any
         reserve fund referred to in sub-paragraph (a) of this Bye-Law or carry
         forward in the manner described in sub-paragraph (a) of this Bye-Law
         any sum then required for payment of the dividend payable on any Dollar
         Preference Stock, Sterling Preference Stock or euro Preference Stock.

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

APPORTIONMENT OF DIVIDENDS

115. All dividends shall be declared and paid according to the amounts paid or
    credited as paid on the capital stock in respect whereof the dividend is
    paid, but no amount paid or credited as paid on stock in advance of calls
    shall be treated for the purposes of this Bye-Law as paid thereon. All
    dividends shall be apportioned and paid proportionally to the amounts paid
    or credited as paid on the stock during any portion or portions of the
    period in respect of which the dividend is paid; but if any stock is issued
    on terms providing that it shall rank for dividend as from a particular
    date, such stock shall rank for dividend accordingly.

DIRECTORS MAY DEDUCT FROM DIVIDENDS MONEY DUE FOR CALLS

116. The Directors may deduct from any dividend payable to any member all sums
    of money (if any) immediately payable by him to the Bank on account of calls
    or otherwise in relation to the capital stock of the Bank.

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POWER TO DIRECT PAYMENT OF DIVIDENDS BY DISTRIBUTION OF SPECIFIC PROFITS

117. Any General Court declaring a dividend or bonus may direct payment of such
    dividend or bonus wholly or partly by the distribution of specific assets
    and in particular of paid up shares, debentures or debenture stock of any
    other company or in any one or more of such ways, and the Directors shall
    give effect to such resolution, and where any difficulty arises in regard to
    such distribution, the Directors may settle the same as they think
    expedient, and fix the value for distribution of such specific assets or any
    part thereof and may determine that cash payments shall be made to any
    members upon the footing of the value so fixed, in order to adjust the
    rights of all the parties, and may vest any such specific assets in trustees
    as may seem expedient to the Directors.

SCRIP DIVIDENDS

118. The Directors may, with the sanction of a resolution passed at a General
    Court of the Bank, offer to the holders of Ordinary Stock the right to elect
    to receive an allotment of additional Ordinary Stock, credited as fully
    paid, instead of cash in respect of all or part of any dividend or dividends
    as are specified by such resolution of the General Court or such part of
    such dividend or dividends as the Directors may determine. The following
    provisions shall have effect:

    (a) any such resolution may specify a particular dividend or dividends or
        may specify all or any dividends falling to be declared or paid during a
        specified period being a period expiring not later than the commencement
        of the fifth Annual General Court next following the date of the Annual
        General Court at which the resolution is passed;

    (b) the entitlement of each holder of Ordinary Stock to additional Ordinary
        Stock shall, subject to sub-paragraph (e) below, be such that the
        relevant value of the entitlement shall be as nearly as possible equal
        to (but not greater than) the cash amount (disregarding any tax credit)
        of the dividend that such holder elects to forgo. For this purpose
        "relevant value" shall be calculated by reference to the average of the
        Closing Quotation for the Ordinary Stock on any recognised Stock
        Exchange, selected by the Directors from time to time, on which the
        Ordinary Stock is quoted ("The Stock Exchange"), as derived from the
        Daily Official List of any such Stock Exchange, or any similar
        publication, on the day on which the Ordinary Stock is first quoted "ex"
        the relevant dividend and the two subsequent dealing days or such other
        number of days between the day on which the Ordinary Stock is first
        quoted "ex" the relevant dividend and the dividend payment record date,
        or in such other manner as may be determined by the Directors on such
        basis as they consider fair and reasonable;

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

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

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<PAGE>

        hereinbefore mentioned shall have the same effect as if such
        capitalisation had been declared by resolution passed at a General Court
        in accordance with Bye-Law 128;

    (e) the Directors may do all acts and things which they consider necessary
        or expedient to give effect to any such offer and capitalisation, with
        power to make such provisions as they think fit to ensure that no
        fractional entitlements of additional Ordinary Stock become
        distributable, including provisions whereby such fractional
        entitlements, in whole or in part, arising in relation to any one
        dividend payment be expressed as a residual cash sum and be carried over
        (without interest) to the next dividend payment date and added to the
        relevant Stockholder's cash dividend entitlement on such date. The
        Directors may authorise any person on behalf of all the Ordinary
        Stockholders concerned to enter into an agreement with the Bank relating
        to such offer and capitalisation and matters incidental thereto and any
        agreement made under such authority shall in all respects be effective
        and binding on all persons concerned;

    (f) the Directors may also from time to time establish or vary a procedure
        for election mandates under which a holder of Ordinary Stock may elect
        to receive additional Ordinary Stock credited as fully paid instead of
        cash in respect of all future rights offered to that holder under this
        Bye-Law until the election mandate is revoked or deemed to be revoked in
        accordance with the procedure;

    (g) the Directors may undertake and do such acts and things as they may
        consider necessary or expedient for the purpose of giving effect to the
        provisions of this Bye-Law;

    (h) the additional Ordinary Stock allotted pursuant to the provisions of
        this Bye-Law shall rank pari passu in all respects with the fully paid
        Ordinary Stock then in issue save only as regards participation in the
        relevant dividend (or stock election in lieu);

    (i) notwithstanding the foregoing the Directors may at any time prior to
        payment of the relevant dividend determine, if it appears to them
        desirable to do so because of a change in circumstances, that the
        dividend shall be payable wholly in cash and if they so determine then
        all elections made shall be disregarded. The relevant dividend shall be
        payable wholly in cash if the Ordinary Stock of the Bank ceases to be
        listed on the particular Stock Exchange selected by the Directors,
        pursuant to sub-paragraph (b) above, at any time prior to the due date
        of issue of the additional Ordinary Stock or if such listing is
        suspended and not reinstated by the date immediately preceding the due
        date of such issue;

    (j) notwithstanding anything to the contrary in this Bye-Law the Directors
        may make such exclusions from any offer of rights of election to holders
        of Ordinary Stock as they may think fit in the light of any legal or
        practical problems under the laws of, or the requirements of any
        regulatory or Stock Exchange authority in, any territory or
        jurisdiction; and

    (k) this Bye-Law shall have effect without prejudice to the other provisions
        of these Bye-Laws.

DIVIDENDS PAYABLE IN CASH MAY BE PAID BY CHEQUE OR WARRANT

119. Any dividend, interest or other moneys payable in cash in respect of any
    stock may be paid by cheque or warrant sent through the post directed to the
    registered address of the holder, or, where there are joint holders, to the
    registered address of that one of the joint holders who is first named in
    the Register or to such person and to such address as the holder or joint
    holders may in writing direct. Every such cheque or warrant shall be made
    payable to the order of the person to whom it is sent. Any such dividend,
    interest or other moneys payable in cash in respect of any stock may

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<PAGE>

    also be paid by use of or through the Electronic Funds Transfer system or
    any other electronic means to an account designated by the holder or joint
    holders as the case may be. Any one of two or more joint holders may give
    effectual receipts for any dividends, bonuses or other moneys payable in
    respect of the stock held by them as joint holders.

DIVIDENDS NOT TO BEAR INTEREST

120. No dividend shall bear interest against the Bank.

UNCLAIMED DIVIDENDS

121. (a) If the Directors so resolve, any dividend which has remained unclaimed
         for twelve years from the date of its declaration shall be forfeited
         and cease to remain owing by the Bank. The payment by the Directors of
         any unclaimed dividend or other monies payable in respect of stock into
         a separate account shall not constitute the Bank a trustee in respect
         thereof.

     (b) The Bank may cease sending dividend warrants by post if such warrants
         have been returned undelivered or left uncashed on two consecutive
         occasions and following such second occasion, reasonable enquiries have
         failed to establish any new address of the registered holder of the
         stock.

UNTRACED STOCKHOLDERS

122. (a) The Bank shall be entitled (but not obliged) to sell at the best price
         reasonably obtainable any stock of a member of the Bank or any stock to
         which a person is entitled by transmission if and provided that:

         (i)   for a period of twelve years no cheque or warrant sent by the
               Bank through the post in a pre-paid letter, addressed to the
               member or to the person entitled by transmission to the stock at
               his address on the Register or to the last known address given
               by the member or by the person entitled by transmission to which
               cheques and warrants are to be sent, has been cashed and no
               communication has been received by the Bank from the member or
               from the person entitled by transmission; and no communication
               has been received from the member or from the person entitled by
               transmission to two separate enquiries made by the Bank by means
               of registered post to the member at his address on the Register
               or to the last known address given by the member or person
               entitled by transmission (provided that during such twelve year
               period at least three dividends shall have become payable in
               respect of such stock);

         (ii)  at the expiration of the said period of twelve years the Bank has
               given notice of its intention to sell such stock by advertisement
               in a national daily newspaper published in the State (and a
               national daily newspaper published in the United Kingdom) and in
               a newspaper circulating in the area in which the address referred
               to in sub-paragraph (a)(i) of this Bye-Law is located;

         (iii) during the further period of three months after the date of the
               advertisement and prior to the exercise of the power of sale the
               Bank has not received any communication from the member or person
               entitled by transmission; and

         (iv)  the Bank has first given notice in writing to the relevant Stock
               Exchange of its intention to sell such stock.

     (b) To give effect to any such sale the Bank may appoint any person to
         execute as transferor an instrument of transfer of such stock where
         held in certificated form and such instrument of transfer shall be as
         effective as if it had been executed by the member or the person
         entitled by transmission to such stock. The transferee shall be entered
         in the Register as the holder of the stock comprised in any such
         transfer and he shall not be bound to see to the application of the
         purchase

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<PAGE>

        moneys nor shall his title to the stock be affected by any irregularity
        in or invalidity of the proceedings in reference to the sale. The
        Directors may authorise the conversion of stock to be sold which is in
        uncertificated form into certificated form and vice versa (so far as is
        consistent with the Regulations) for its transfer to, or in accordance
        with the directions of, the transferee.

    (c) The Bank shall account for the net proceeds of such sale by carrying all
        moneys in respect thereof to a separate account which shall be a
        permanent debt of the Bank and the Bank shall be deemed to be a debtor
        and not a trustee in respect thereof. Moneys carried to such separate
        account may be either employed in the business of the Bank or invested
        in such investments as the Directors may think fit, from time to time.

                                    ACCOUNTS

THE DIRECTORS SHALL KEEP PROPER BOOKS OF ACCOUNT

123. The Directors shall cause proper books of account to be kept. Proper books
    shall not be deemed to be kept if there are not kept such books of account
    as are necessary to give a true and fair view of the state of the Bank's
    affairs and to explain its transactions.

BOOKS OF ACCOUNT TO BE KEPT AT THE OFFICE AND AVAILABLE FOR INSPECTION OF
DIRECTORS

124. The books of account shall be kept at the Office, or at such other place as
    the Directors think fit, and shall at all reasonable times be open to the
    inspection of the Directors.

MEMBERS NOT ENTITLED TO INSPECT BOOKS OF ACCOUNT EXCEPT AS AUTHORISED BY
DIRECTORS

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

BALANCE SHEETS AND PROFIT AND LOSS ACCOUNTS, GROUP ACCOUNTS AND REPORTS TO BE
LAID BEFORE ANNUAL GENERAL COURTS

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

COPY OF BALANCE SHEET, ACCOUNTS, DIRECTORS' REPORT AND AUDITORS' REPORT TO BE
SENT TO MEMBERS

127. A copy of the balance sheet and profit and loss account and group accounts
    which are to be laid before the Annual General Court together with a copy of
    the Directors' report and Auditors' report shall, not less than 21 days
    before the date of the Annual General Court be sent to every member of the
    Bank and other persons entitled to receive the same. Provided if the
    Directors be of opinion that and shall so resolve that for any reason it is
    unlikely that delivery of copies of the balance sheet, profit and loss
    account and group accounts, together with copies of the Directors' report
    and Auditors' report and any other documents can be effected on members or
    any of them by post, then and in any such case the Directors may publish the
    balance sheet, profit and loss account and group accounts together with the
    Directors' report and Auditors' report and any other documents which are to
    be laid before the Annual General Court, not less than twenty-one days
    before the date of the Annual General Court to members whose registered
    addresses are within the State and by advertisement thereof in at least one
    national daily newspaper in the State and to

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    members whose registered addresses are outside the State by advertisement
    thereof in at least one London daily newspaper in respect of the United
    Kingdom and in the Wall Street Journal or such other daily newspaper in
    respect of the United States as the Directors shall in the circumstances
    consider appropriate; and upon such publication copies of the accounts and
    reports so advertised will be deemed to have been sent to members and any
    other persons entitled to receive the same; in any such case the Bank shall
    send confirmatory copies of all the documents referred to above by post if
    at least forty-eight hours prior to the Annual General Court the posting of
    documents to addresses within the State again becomes practicable.

                           CAPITALISATION OF RESERVES

POWER OF GENERAL COURT TO CAPITALISE RESERVES

128. Subject to the provisions of Bye-Laws 4 (F), 5 (F) and 6 (F) a General
    Court may, upon the recommendation of the Directors, resolve that any sum
    for the time being standing to the credit of any of the Bank's reserves
    (including any Stock Premium Account) or to the credit of the Profit and
    Loss Account be capitalised and be set free for distribution amongst the
    members who would have been entitled thereto if distributed by way of
    dividend and in the same proportions on the footing that they become
    entitled thereto as capital and on condition that the same be not paid in
    cash but be applied either in or towards paying up any amounts for the time
    being unpaid on any stock held by such members respectively, or paying up in
    full unissued capital stock or debenture stock of the Bank to be allotted
    and distributed credited as fully paid up to and amongst such members in the
    proportions aforesaid, or partly in one way and partly in the other; and the
    Directors shall give effect to such resolution.

METHOD OF CAPITALISATION OF RESERVES

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

                                      AUDIT

APPOINTMENT AND DUTIES OF AUDITORS

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

                                     NOTICES

SERVICE OF NOTICES

131. A notice may be given by the Bank to any member either personally or by
    sending it by post to him to his registered address or by delivering it to
    his registered address. Where a notice is sent by post, service of the
    notice shall be deemed to be effected by properly addressing, prepaying and
    posting a letter containing the notice, and to have been effected in the
    case of the notice of a meeting at the expiration of 24 hours after the
    letter containing the same is posted, and in any other case at the time at
    which the letter would be delivered in the ordinary course of post.
    Provided, if the Directors shall be of opinion and shall so resolve that for
    any reason it is unlikely that delivery of a notice to be given by the Bank
    to members or any of them can be effected by post, then and in any such case
    the notice may be given to members whose registered addresses are in the
    State by advertisement thereof published in at least one national daily
    newspaper in the State or to members whose registered

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    addresses are outside the State by advertisement thereof published in at
    least one London daily newspaper, in respect of the United Kingdom and in
    the Wall Street Journal or such other daily newspaper in respect of the
    United States as the Directors shall in the circumstances consider
    appropriate; in any such case where the notice is in respect of a General
    Court the Bank shall send confirmatory copies of the notice by post if at
    least forty-eight hours prior to the General Court the posting of notices to
    addresses within the State again becomes practicable.

NOTICE TO JOINT STOCKHOLDERS

132. A notice may be given by the Bank to the joint holders of stock by giving
    the notice to the joint holder first named in the Register in respect of the
    stock.

NOTICE WHEN MEMBER DECEASED OR BANKRUPT

133. (a) A notice addressed to any member and sent by post to or left at his
         registered address in pursuance of these Bye-Laws shall,
         notwithstanding that such member be then deceased or bankrupt, be
         deemed to have been duly served in respect of any capital stock
         (whether held solely or jointly with other persons by such member)
         unless and until the Bank shall have received notice in writing of his
         decease or bankruptcy.

     (b) A notice may be given by the Bank to the persons entitled to capital
         stock in consequence of the death or bankruptcy of a member by sending
         it through the post in a pre-paid letter addressed to them by name or
         by the title of Representatives of the deceased or Official Assignee in
         Bankruptcy or by any like description at the address supplied for the
         purpose by the persons claiming to be so entitled, or (until such an
         address has been so supplied) at the registered address of such
         deceased or bankrupt member.

     (c) Service in manner aforesaid shall for all purposes be deemed a
         sufficient service of such notice on all persons interested (whether
         jointly with or claiming through or under such deceased or bankrupt
         member) in any such capital stock.

PERSONS ENTITLED TO NOTICE

134. Notice of every General Court shall be given in any manner hereinbefore
    authorised to:

    (a) every member; and

    (b) every person upon whom the ownership of capital stock devolves by reason
        of his being a personal representative or the Official Assignee in
        bankruptcy of a member, where the member but for his death or bankruptcy
        would be entitled to receive notice of the meeting.

    Provided always however that the Bank may determine that persons entitled to
    receive a notice of any General Court are those persons registered on the
    Register at the close of business on a day determined by the Bank. The day
    determined by the Bank under this Bye-Law may not be more than seven days
    before the day that the notice of the General Court is sent.

    It shall not be necessary to give public notice thereof at the Royal
    Exchange in Dublin or otherwise.

SERVICE ON TRANSFER OR TRANSMISSION OF STOCK

135. Every person who becomes entitled to stock shall be bound by any notice in
    respect of that stock which before his name is entered in the Register in
    respect of such stock has been duly given to a person from whom he derives
    his title provided the provisions of this paragraph shall not apply to any
    notice served under Bye-Law 59 unless no change in the beneficial ownership
    of the stock has occurred.

                                  MISCELLANEOUS

USE OF COMPUTERS, ETC. FOR CERTAIN BANK RECORDS

136. Any register (including the Register) or other record of the Bank may be
    kept by recording the matters in question otherwise than by making entries
    in bound books

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    and the power to keep any such register or other record by recording the
    matters in question otherwise than by making entries in bound books includes
    power to keep such register or other record or recording the matters in
    question otherwise than in a legible form so long as the recording is
    capable of being reproduced in a legible form. If any such register or other
    record of the Bank is kept by the Bank by recording the matters in question
    otherwise than in legible form, any obligation imposed on the Bank by virtue
    of the Charter, the Bank's Act or these Bye-Laws to allow inspection of, or
    to furnish a copy of, such register or other record or any part of it shall
    be treated as a duty to allow inspection of, or to furnish, a reproduction
    of the recording or of the relevant part of it in a legible form.

USE OF ELECTRONIC COMMUNICATION

137. (a) Notwithstanding anything to the contrary in these Bye-Laws, whenever
         any person (including without limitation the Bank, a Director, the
         Secretary, a member or any officer) is required or permitted to give
         information in writing such information may be given or received by
         electronic means or in electronic form, whether as an electronic
         communication or otherwise. The use of such electronic communication
         shall conform to any regulations which may from time to time be made by
         the Directors. The Directors may at any time vary or revoke any
         regulations made pursuant to this Bye-Law.

     (b) Regulations made by the Directors pursuant to this Bye-Law may include
         measures designed to:

         (i)   ensure the security of electronic communication;

         (ii)  establish and authenticate the identity of the giver or
               recipient, as the case may be, of the information; and

         (iii) record the consent of the giver or recipient of the information
               by electronic means or in electronic form.

     (c) For the avoidance of doubt, any giver or recipient of information who
         has opted to give or receive information by electronic means or in an
         electronic form may at any time, by notice given in conformity with
         regulations made by the Directors, opt to give or receive the
         information in any one of the other forms permitted by these Bye-Laws.

     (d) Without prejudice to the generality of paragraphs (a), (b), (c) above,
         the Directors may arrange to enable electronic communication by the
         Bank or any member or other person as the case may be of:-

         (i)   notices of Annual or Extraordinary General Courts;

         (ii)  the appointment of a proxy;

         (iii) elections to receive allotments of Ordinary Stock instead of cash
               in respect of dividends;

         (iv)  the balance sheet, profit & loss account and group accounts and
               the Directors' and Auditors' reports.

DESTRUCTION OF STOCK TRANSFER FORMS AND CANCELLED STOCK CERTIFICATES

138. Subject as hereinafter provided the Bank shall be entitled to destroy all
    instruments of transfer of stock in the Bank which shall have been
    registered at any time after the expiration of six years from the date of
    registration thereof and all registered stock certificates and dividend
    mandates which have been cancelled or have ceased to have effect at any time
    after the expiration of three years from the date of cancellation or
    cessation thereof and all notifications of change of address after the
    expiration of three years from the date of the recording thereof and it
    shall be

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    conclusively presumed in favour of the Bank that every instrument of
    transfer so destroyed was a valid and effective instrument duly and properly
    registered and that every stock certificate so destroyed was a valid and
    effective instrument duly and properly cancelled and that every other
    document hereinbefore mentioned so destroyed was a valid and effective
    document in accordance with the recorded particulars thereof in the books or
    records of the Bank provided that:

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

    (ii) nothing herein contained shall be construed as imposing on the Bank any
         liability in respect of the destruction of such document earlier than
         as aforesaid or in any case where the conditions of paragraph (i) are
         not fulfilled, (or in any other circumstances which would not attach to
         the Bank in the absence of this Bye-Law).

For the purposes of this Bye-Law:

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

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

    (iii) "stock" shall include capital stock or loan stock of the Bank.

AUTHENTICATION OF DOCUMENTS

139. Any Director or Secretary or any person appointed by the Directors for the
    purpose shall have power to authenticate any documents affecting the
    constitution of the Bank and any resolutions passed by the Bank or the
    Directors or any committee appointed by the Directors and any books records
    documents and accounts relating to the business of the Bank and to certify
    copies thereof or extracts therefrom as true copies or extracts; and where
    any books records documents or accounts are elsewhere than at the Office,
    the local Manager or other officer of the Bank having the custody thereof
    shall be deemed to be a person appointed by the Directors as aforesaid.

DECLARATION OF SECRECY

140. Every Director, member of a committee appointed by the Directors,
    divisional director, local director, advisory director, Auditor, officer or
    other person employed in the business of the Bank shall, before entering
    upon his duties and as often thereafter as the Court of Directors may
    prescribe, sign a declaration pledging himself to observe strict secrecy
    respecting all transactions of the Bank with the customers, and the state of
    accounts with individuals, and in all matters relating thereto, and shall by
    such declaration pledge himself not to reveal any of the matters which may
    come to his knowledge in the discharge of his duties, except when required
    to do so by law, or by the Court of Directors or by the proper person to
    whom such matters relate and except so far as may be necessary in order to
    comply with any of the provisions contained in these Bye-Laws, and (save as
    aforesaid and as provided in Bye-Law 75) shall not be required to take make
    or subscribe any such oath or declaration as is mentioned in the Charter.

INDEMNITY

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

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RECORD DATES

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

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                                                                        APPENDIX

                       AUTHORITY TO 'BUY-BACK' BANK STOCK

                              A SPECIAL RESOLUTION

                                       OF

                  THE GOVERNOR & COMPANY OF THE BANK OF IRELAND

   At the Annual General Meeting of the Proprietors of the Bank, duly convened
   and held in The O'Reilly Hall, UCD, Belfield, Dublin 4 on 9 July 2003, the
   following Special Resolution was passed:-

"5  "THAT

    (a) the Bank and/or any subsidiary (as such expression is defined by Section
        155 of the Companies Act, 1963) of the Bank be generally authorised to
        make market purchases (as defined by Section 212 of the Companies Act,
        1990 (the "1990 Act")) of units of Ordinary Stock of the Bank having a
        nominal value of E0.64 each on such terms AND conditions and in such
        manner as the Directors or, as the case may be, the directors of such
        subsidiary, may from time to time determine but subject, however, to the
        provisions of the 1990 Act and to the following restrictions and
        provisions:

        (i)  The maximum number of units of Ordinary Stock authorised to be
             acquired pursuant to the terms of this resolution shall, subject to
             the proviso hereinafter set out, not exceed 98,493,220 units;

        (ii) The minimum and maximum prices which may be paid for any such units
             of Ordinary Stock shall be determined in accordance with Bye-Law 39
             of the Bye-Laws of the Bank;

    (b) the Bank and/or any subsidiary (as such expression is defined by Section
        155 of the Companies Act, 1963) of the Bank be generally authorised to
        make market purchases (as defined by Section 212 of the 1990 Act) of
        units of Non-Cumulative Preference Stock of StgL1 each of the Bank
        (the "Sterling Preference Stock") and units of Non-CumulATIVE Preference
        Stock of E1.27 each of the Bank (the "euro Preference Stock") on such
        terms and conditions and in such manner as the Directors or, as the case
        may be, THE directors of such subsidiary, may from time to time
        determine but subject, however, to the provisions of the 1990 Act and to
        the following restrictions and provisions:

        (i)   The maximum number of units of Sterling Preference Stock
              authorised to be acquired pursuant to the terms of this resolution
              shall, subject to the proviso hereinafter set out, not exceed
              1,876,090 units;

        (ii)  The minimum and maximum prices which may be paid for any such
              units of Sterling Preference Stock shall be determined in
              accordance with Bye-Law 39 of the Bye-Laws of the Bank;

        (iii) The maximum number of units of euro Preference Stock authorised to
              be acquired pursuant to the terms of this resolution shall,
              subject to the proviso hereinafter set out, not exceed 3,026,598
              units;

        (iv)  The minimum and maximum prices which may be paid for any such
              units of euro Preference Stock shall be determined in accordance
              with Bye-Law 39 of the Bye-Laws of the Bank;

PROVIDED THAT the nominal value of the units of Ordinary Stock, Sterling
Preference Stock and euro Preference Stock acquired pursuant to the terms of
this resolution shall not exceed ten per cent. of the nominal value of the
issued capital stock of the Bank at any time.

This resolution shall take effect and the authorities hereby conferred shall be
effective immediately and shall expire at the close of business on the earlier
of the date of the next Annual General Court of the Bank after the passing of
this resolution or 8 January 2005 unless previously varied, revoked or renewed
in accordance with the provisions of Section 215 of the 1990 Act. The Bank or
any such subsidiary may before such expiry enter into a contract for the
purchase of units of Ordinary Stock, units of Sterling Preference Stock or units
of euro Preference Stock which would or might be wholly or partly executed after
such expiry and may complete any such contract as if the authorities conferred
hereby had not expired."."

9 JULY 2003

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