##### 



Exhibit 1.2
  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, 2001, 2004 and 2005.
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C O N T E N T S
 Numberof
    
    
    
    PageBye-Law
    
    
    
    NumberPRELIMINARY
    
    
    71.
    
    Interpretation
    
    
    72.
    
    Conflict between provisions of Bye-Laws and those of Charter
    
    
    10CAPITAL
    
    
    103.
    
    Capital stock of the Bank
    
    
    104.
    
    Dollar Preference Stock
    
    
    115.
    
    Sterling Preference Stock
    
    
    196.
    
    Euro Preference Stock
    
    
    287.
    
    2005 Preference Stock
    
    
    368.
    
    Variation of Rights
    
    
    449.
    
    Capital stock to be at disposal of Directors
    
    
    4610.
    
    Bank not obliged to recognise trusts
    
    
    46REGISTER OF MEMBERS
    
    
    4611.
    
    Register to be kept in specified form
    
    
    46CERTIFICATES FOR STOCK IN CERTIFICATED FORM
    
    
    4712.
    
    Members entitled to certificates for stock in certificated form
    
    
    47LIEN
    
    
    4713.
    
    Bank to have lien on its stock
    
    
    4714.
    
    Such lien to be made available by sale
    
    
    4815.
    
    Directors may authorise transfer of stock so sold
    
    
    4816.
    
    Proceeds of sale may be applied in payment of amount due
    
    
    48CALLS ON STOCK
    
    
    4817.
    
    Directors may make calls to be paid by stockholders
    
    
    4818.
    
    When call is deemed to be made
    
    
    4819.
    
    Joint stockholders liable to pay calls
    
    
    4820.
    
    Overdue calls liable to interest
    
    
    4821.
    
    Any sum payable on allotment to be deemed to be a call
    
    
    4822.
    
    Directors may receive uncalled moneys
    
    
    49TRANSFER OF STOCK
    
    
    4923.
    
    Mode of transfer of stock
    
    
    4924.
    
    Power to decline to register transfer
    
    
    4925.
    
    Power to decline to register transfer in other circumstances
    
    
    4926.
    
    Period during which registration may be suspended
    
    
    50
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Numberof
    
    
    
    PageBye-Law
    
    
    
    NumberTRANSMISSION OF STOCK
    
    
    5027.
    
    Title to stock of deceased member
    
    
    5028.
    
    Transmission clause  evidence of title
    
    
    5029.
    
    Notice to be given by stockholder requiring registration
    
    
    5030.
    
    Person becoming entitled to stock on death or bankruptcy to be entitled to dividend
    
    
    5031.
    
    Stock transmitted in whole units
    
    
    51FORFEITURE OF STOCK
    
    
    5132.
    
    If calls not paid notice to be given to member
    
    
    5133.
    
    Terms of notice
    
    
    5134.
    
    In default of payment stock may be forfeited
    
    
    5135.
    
    Forfeited stock to be property of Bank and may be sold
    
    
    5136.
    
    Member whose stock has been forfeited shall cease to be a member but remains liable
    
    
    5137.
    
    Declaration of forfeiture
    
    
    5138.
    
    Provisions as to forfeiture to apply to any sum payable in respect of stock
    
    
    52INCREASE OF CAPITAL STOCK
    
    
    5239.
    
    Power to enlarge capital stock
    
    
    52PURCHASE OF OWN STOCK
    
    
    5240.
    
    Purchase of own stock
    
    
    52RE-ISSUE OF TREASURY STOCK
    
    
    5341.
    
    Re-issue of Treasury Stock
    
    
    53GENERAL COURTS
    
    
    5442.
    
    All General Courts to be held in the State
    
    
    5443.
    
    Annual General Court
    
    
    5444.
    
    Distinction between Ordinary General Court and Extraordinary General Court
    
    
    5445.
    
    Directors power to convene Extraordinary General Court
    
    
    5446.
    
    Extraordinary General Court called for by members
    
    
    54NOTICE OF GENERAL COURTS
    
    
    5547.
    
    Notice of General Courts
    
    
    5548.
    
    Accidental omission to give notice not to invalidate proceedings
    
    
    55PROCEEDINGS AT GENERAL COURTS
    
    
    5549.
    
    Proceedings at General and Extraordinary General Courts
    
    
    5550.
    
    Quorum for General Court
    
    
    5651.
    
    If required quorum not present General Court to be adjourned
    
    
    5652.
    
    Chairman of General Court
    
    
    5653.
    
    If no Director present members to choose Chairman
    
    
    5654.
    
    Chairman with consent may adjourn General Court
    
    
    5655.
    
    How questions are to be decided
    
    
    5756.
    
    Poll to be taken if demanded
    
    
    5757.
    
    Equality of votes
    
    
    5758.
    
    Poll demanded on election of Chairman or adjournment to be taken forthwith
    
    
    57
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Numberof
    
    
    
    PageBye-Law
    
    
    
    NumberVOTES OF MEMBERS
    
    
    5759.
    
    Number of votes of members
    
    
    5760.
    
    Disclosure of Interests in Ordinary Stock
    
    
    5761.
    
    Joint stockholders
    
    
    5962.
    
    How members non compos mentis may vote
    
    
    5963.
    
    No member in arrear may vote
    
    
    5964.
    
    No objections to be raised to qualification of voter except at General Court or adjournment
    
    
    5965.
    
    Votes may be given in person or by proxy
    
    
    6066.
    
    Proxy to be given in writing by appointer or attorney
    
    
    6067.
    
    Deposit of proxy
    
    
    6068.
    
    Form of proxy
    
    
    6069.
    
    Proxy to be deemed to confer authority to demand poll
    
    
    6070.
    
    Vote by proxy to be available although authority revoked or stock transferred
    
    
    60BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS
    
    
    6071.
    
    Bodies corporate acting by representatives at meetings
    
    
    60DIRECTORS
    
    
    6172.
    
    Number of Directors
    
    
    6173.
    
    Remuneration of Directors
    
    
    6174.
    
    Remuneration for special services
    
    
    6175.
    
    Residence and stock qualifications of Directors
    
    
    6176.
    
    Declarations to be made by Directors
    
    
    6177.
    
    Directors may become interested in company promoted by Bank
    
    
    6278.
    
    Borrowing powers of Directors and register of charges
    
    
    6279.
    
    Powers and duties of Directors
    
    
    6280.
    
    Directors power to appoint attorney
    
    
    6281.
    
    Director who is interested in contract with the Bank must disclose his interest
    
    
    6382.
    
    Director may hold office under the Bank
    
    
    6383.
    
    Director may act for Bank in professional capacity
    
    
    6384.
    
    Signing of cheques etc.
    
    
    6385.
    
    Minutes to be kept of proceedings of Directors
    
    
    6386.
    
    Directors pensions
    
    
    6487.
    
    When office of Director is to be vacated
    
    
    64GOVERNOR AND DEPUTY GOVERNOR
    
    
    6488.
    
    Election of Governor and Deputy Governor
    
    
    64MANAGING AND EXECUTIVE DIRECTORS
    
    
    6589.
    
    Appointment of Managing Director and Executive Directors
    
    
    6590.
    
    Directors may empower Managing Director to act for Bank
    
    
    65
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Numberof
    
    
    
    PageBye-Law
    
    
    
    NumberAPPOINTMENT AND RETIREMENT OF DIRECTORS
    
    
    6591.
    
    Retirement by rotation of Directors
    
    
    6592.
    
    Which Directors to retire
    
    
    6593.
    
    Retiring Directors eligible for re-election
    
    
    6594.
    
    Power of General Court to fill a vacancy caused by retirement of Director
    
    
    6595.
    
    Candidates for office of Director to be nominated in writing
    
    
    6596.
    
    When Directors may fill office of Director
    
    
    6697.
    
    Power of General Court to remove Director
    
    
    6698.
    
    Power of General Court to fill casual vacancy
    
    
    66PROCEEDINGS OF DIRECTORS AND COMMITTEES
    
    
    6699.
    
    Court of Directors
    
    
    66100.
    
    Directors quorum
    
    
    67101.
    
    Director shall not vote in respect of contract in which he is interested
    
    
    67102.
    
    Directors may act notwithstanding a vacancy in number
    
    
    68103.
    
    Chairman of Court of Directors
    
    
    68104.
    
    Directors Powers of Management
    
    
    69105.
    
    Directors Powers of Delegation
    
    
    69106.
    
    Chairman of committee
    
    
    69107.
    
    Proceedings of committee
    
    
    69108.
    
    Acts of Directors or committees to be valid notwithstanding defect in appointment
    
    
    70SECRETARY
    
    
    70109.
    
    Appointment of Secretary
    
    
    70110.
    
    Secretary may not act in dual capacity
    
    
    70THE SEAL
    
    
    70111.
    
    The Seal, Official Seal and local seal
    
    
    70DIVIDENDS AND RESERVES
    
    
    71112.
    
    Declaration of dividends by General Court
    
    
    71113.
    
    Directors may pay interim dividends
    
    
    71114.
    
    Dividends to be paid out of profits
    
    
    71115.
    
    Reserve funds
    
    
    71116.
    
    Apportionment of dividends
    
    
    72117.
    
    Directors may deduct from dividends money due for calls
    
    
    72118.
    
    Power to direct payment of dividends by distribution of specific profits
    
    
    72119.
    
    Scrip Dividends
    
    
    72120.
    
    Dividends payable in cash may be paid by cheque or warrant
    
    
    74121.
    
    Dividends not to bear interest
    
    
    74122.
    
    Unclaimed Dividends
    
    
    74123.
    
    Untraced Stockholders
    
    
    74
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Numberof
    
    
    
    PageBye-Law
    
    
    
    NumberACCOUNTS
    
    
    75124.
    
    The Directors shall keep proper books of account
    
    
    75125.
    
    Books of account to be kept at the Office and available for inspection of Directors
    
    
    76126.
    
    Members not entitled to inspect books of account except as authorised by Directors
    
    
    76127.
    
    Balance sheets and profit and loss accounts, group accounts and reports to be laid before Annual General Courts
    
    
    76128.
    
    Copy of balance sheet, accounts, Directors report and Auditors report to be sent to members
    
    
    76CAPITALISATION OF RESERVES
    
    
    76129.
    
    Power of General Court to capitalise reserves
    
    
    76130.
    
    Method of capitalisation of reserves
    
    
    77AUDIT
    
    
    
    
    77131.
    
    Appointment and duties of Auditors
    
    
    77NOTICES
    
    
    
    
    77132.
    
    Service of notices
    
    
    77133.
    
    Notice to joint stockholders
    
    
    78134.
    
    Notice when member deceased or bankrupt
    
    
    78135.
    
    Persons entitled to notice
    
    
    78136.
    
    Service on transfer or transmission of stock
    
    
    78MISCELLANEOUS
    
    
    79137.
    
    Use of computers, etc., for certain Bank records
    
    
    79138.
    
    Use of Electronic Communication
    
    
    79139.
    
    Destruction of stock transfer forms and cancelled stock certificates
    
    
    80140.
    
    Authentication of documents
    
    
    80141.
    
    Declaration of secrecy
    
    
    80142.
    
    Indemnity
    
    
    81143.
    
    Insurance against liability of Directors and Officers
    
    
    81144.
    
    Record dates
    
    
    81APPENDIX
    
    
    
    
    82Authority to buy back Bank Stock  Special Resolution passed by Stockholders at the Annual General Court held on 9 July 2003
    
    
    82
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BANK OF IRELAND
 
 nd  st  th  th th  th th  th th  st  th th  th th
 PRELIMINARY
 Interpretation
 1.
 Acts
 Auditors
 the Bank Bank of Ireland
 the Banks Acts
 certificated stock
 the Charter
 Court of Directors
 dematerialised instruction
 the Directors
 electronic communication
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enactment
 General Court
 issuer-instruction
 member
 Month
 the Office
 officer
 operator-instruction
 operator-system
 operator
 participating issuer
 participating member state
 participating security
 the Register
 Regulations
 relevant system
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the Seal Official Seal
 Secretary
 settlement-bank
 the State
 Stock Exchange
 system-member
 system-participant
 uncertificated stock
 euro    Stg£ Pounds Sterling US$ US Dollars
       9




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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.
    (a)
    The capital stock of the Bank is 960,000,000 divided into 1,500,000,000 units of
Ordinary Stock of 0.64 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), Stg£100,000,000
divided into 100,000,000 units of Non-Cumulative Preference Stock of Stg£1 each (Sterling
Preference Stock), 127,000,000 divided into 100,000,000 units of Non-Cumulative Preference
Stock of 1.27 each (euro Preference Stock), 100,000,000 undesignated Dollar Preference
Stock of US$0.25 each, 100,000,000 undesignated sterling preference stock of Stg£0.25 each,
and 100,000,000 undesignated euro preference stock of 0.25 each (in each case as consolidated
or sub-divided from time to time, respectively the Dollar 2005 Preference Stock, Sterling 2005
Preference Stock, and the euro 2005 Preference Stockand together, the 2005 Preference Stock),
having, subject to the provisions of Bye-Laws 3(b), 3(c) and 3(d), the rights set out in
Bye-Law 7 below.(b)
    The Dollar 2005 Preference Stock shall be comprised of two classes of Stock:
 (i)
    
    redeemable Dollar Preference Stock (the Redeemable Dollar Preference
Stock); and(ii)
    
    non-redeemable Dollar Preference Stock (the Non-redeemable Dollar
Preference Stock);
  (c)
    The Sterling 2005 Preference Stock shall be comprised of two classes of Stock:
 (i)
    
    redeemable Sterling Preference Stock (the Redeemable Sterling Preference
Stock); and(ii)
    
    non-redeemable Sterling Preference Stock (the Non-redeemable Sterling
Preference Stock);
  (d)
    The euro Preference Stock shall be comprised of two classes of Stock:
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(i)
    
    redeemable euro Preference Stock (the Redeemable euro Preference Stock);
and(ii)
    
    non-redeemable euro Preference Stock (the Non-redeemable euro Preference
Stock);
  4.
    
    The rights attaching to the Dollar Preference Stock shall be as follows:
 Dollar Preference Stock
 (A)
    
    General
  (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.
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(b)
    
    If, on any date on which an instalment of the Preference Dividend would
fall to be paid under sub-paragraph (B) (1) above on any Relevant Dollar Preference
Stock, the distributable profits and distributable reserves of the Bank are together
insufficient to enable payment in full to be made of such instalment and, if
applicable, of any instalments of dividends payable on such date on any other
preference stock ranking pari passu with the Relevant Dollar Preference Stock as
regards dividend, then none of the said instalments shall be paid. If it shall
subsequently appear that any instalment of the Preference Dividend or of any such
other preferential dividend which has been paid should not, in accordance with the
provisions of this subparagraph, have been so paid, then, provided the Directors
shall have acted in good faith, they shall not incur any liability for any loss
which any stockholder may suffer in consequence of such payment having been made.(c)
    
    Where any instalment of the Preference Dividend on any Relevant Dollar
Preference Stock is payable, the Directors shall, subject to sub-paragraph (b)
above, resolve to make payment of such instalment in cash, provided however that
such instalment shall not be payable in cash if, in the judgment of the Directors,
after consultation with the Irish Financial Services Regulatory Authority (or such
other governmental authority in Ireland having primary bank supervisory authority),
the payment of such instalment in cash would breach or cause a breach of the Irish
Financial Services Regulatory Authoritys capital adequacy requirements from time to
time applicable to the Bank.(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
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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 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
130 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
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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 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:
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(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, 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:
 15




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(a)
    
    the procedures for the redemption of any Dollar Preference Stock may
involve or include the sending by the Bank or by any person on its behalf, of an
issuer-instruction to the operator of the relevant system concerned requesting or
requiring the deletion of any computer-based entries in the relevant system
concerned that relate to the holding of the Dollar Preference Stock concerned;
and/or(b)
    
    the Bank may, if the Directors so determine, (by notice in writing to the
holder concerned, which notice may be included in the notice of redemption
concerned) require the holder of the Dollar Preference Stock concerned to change the
form of the Dollar Preference Stock from uncertificated form to certificated form
prior to the date fixed for redemption (in which case the provisions in this Bye-Law
relating to the redemption of Dollar Preference Stock held in certificated form
shall apply).
 Whether any Dollar Preference Stock to be redeemed is in certificated form or
uncertificated form on the relevant date fixed for redemption shall be determined by
reference to the Register as at 12.00 noon on such date or such other time as the
Directors, may (subject to the facilities and requirements of the relevant system
concerned) in their absolute discretion determine.(6)
    
    The receipt of the registered holder for the time being of any Dollar
Preference Stock or, in the case of joint registered holders, the receipt of any of
them for the moneys payable on redemption thereof, shall constitute an absolute
discharge to the Bank in respect thereof.(7)
    
    Upon the redemption of any Dollar Preference Stock the Directors may (pursuant
to the authority given by the passing of the resolution to adopt this Bye-Law)
consolidate and divide and/or sub-divide the authorised preference stock existing as a
consequence of such redemption into stock of any other class of capital stock into
which the authorised capital stock of the Bank is or may at that time be divided of a
like nominal amount (as nearly as may be) and in the same currency as the Dollar
Preference Stock so redeemed or into unclassified stock of the same nominal amount and
in the same currency as the Dollar Preference Stock so redeemed.(E)
    
    Voting(1)
    
    The Dollar Preference Stockholders shall be entitled to receive notice of any
General Court of the Bank and a copy of every circular or like document sent out by the
Bank to the holders of Ordinary Stock but shall not be entitled to attend any General
Court or to speak or vote thereat unless:
 (a)
    
    a resolution is to be proposed at such meeting for the winding up of the
Bank; or(b)
    
    a resolution is to be proposed at such meeting varying, altering or
abrogating any of the rights, privileges, limitations or restrictions attached to
the Dollar Preference Stock;
 or
  16




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(2)(a)
    
    At a separate Meeting of the Dollar Preference Stockholders referred to in
paragraph (F) of this Bye-Law on a show of hands each Dollar Preference Stockholder
present in person or every proxy for every such member shall have one vote and on a
poll each Dollar Preference Stockholder present in person or by proxy shall have one
vote in respect of each US$1 of Dollar Preference Stock held by him; and(b)
    
    Whenever the Dollar Preference Stockholders are entitled to attend and
vote at a General Court of the Bank then, on a show of hands, each Dollar Preference
Stockholder, present in person or every proxy for every such member, shall have one
vote and on a poll each Dollar Preference Stockholder present in person or by proxy
shall have one vote for every 0.64 of the euro amount decided by the Directors as
being equivalent to the nominal amount of Dollar Preference Stock held by him, such
calculation to be made by applying the rate of exchange prevailing at the date or
respective dates of allotment of such stock as determined by the Directors. For the
purpose of making the above calculation the euro amount shall be adjusted downwards
to the nearest integral multiple of 0.64.(3)
    
    On a relevant requisition given in accordance with the provisions of
sub-paragraph (4) below, the Directors shall procure that an Extraordinary General
Court of the Bank shall be convened forthwith.(4)
    
    A relevant requisition is a requisition:
 (a)
    
    which has been signed by or on behalf of the holders of a majority of the
Dollar Preference Stock in issue at the date of such requisition; and(b)
    
    which states the objects of the meeting to be convened;
  (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.
 17




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2 3 2 3
   (1)
    
    the rate of dividend may differ and the dividend may be cumulative or
non-cumulative;(2)
    
    the periods by reference to which dividend is payable may differ;(3)
    
    a premium may be payable on a return of capital or there may be no such
premium;(4)
    
    the further preference stock may be redeemable at the option of the Bank or the
holder or may be non-redeemable or may be redeemable at different dates and on
different terms from those applying to the Dollar Preference Stock; and(5)
    
    the further preference stock may be convertible into Ordinary Stock or any
other class of stock ranking as regards participation in the profits and assets of the
Bank pari passu with or after such Dollar Preference Stock, in each case on such terms
and conditions as may be prescribed by the terms of issue thereof.
  18




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2 3 2 3
 Sterling Preference Stock
 5.
    
    The rights attaching to the Sterling Preference Stock shall be as follows:(A) GeneralThe Sterling Preference Stock shall rank pari passu inter se with the Dollar Preference
Stock and with the euro Preference Stock as regards the right to receive dividends and the
rights on winding up of, or other return of capital by, the Bank. Notwithstanding the
provisions of Bye-Law 8 and subject as provided in paragraphs (B) to (H) of this Bye-Law,
the Sterling Preference Stock may be issued with such rights and privileges, and subject to
such restrictions and limitations, as the Directors shall determine in the resolution
approving the issue of such stock and in particular (but without prejudice to the generality
of the foregoing), the Directors may (without prejudice to the authority conferred by
sub-paragraph (D) (5) of this Bye-Law), pursuant to the authority given by the passing of
the resolution to adopt this Bye-Law, consolidate and divide and/or subdivide any Sterling
Preference Stock into stock of a larger or smaller amount. Whenever the Directors have power
under this Bye-Law to determine any of the rights, privileges, limitations or restrictions
attached to any of the Sterling Preference Stock, the rights, privileges, limitations or
restrictions so determined need not be the same as those attached to the Sterling Preference
Stock which has then been allotted or issued. Without prejudice to Bye-Law 8 (c) each issue
of Sterling Preference Stock carrying rights, privileges, limitations or restrictions that
are not the same as those attached to the Sterling Preference Stock which has then been
allotted or issued shall constitute a separate class of stock.
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(B) Income
 (1)
    
    The Sterling Preference Stock shall (subject to the further provisions of this
paragraph) entitle the holders thereof (the Sterling Preference Stockholders) to
receive a non-cumulative preferential dividend (the Preference Dividend), which shall
be calculated at such annual rate (whether fixed or variable) and shall be payable on
such dates and on such other terms and conditions as may be determined by the Directors
prior to allotment thereof.(2)
    
    The following shall apply in relation to any particular Sterling Preference
Stock (the Relevant Sterling Preference Stock) if so determined by the Directors
prior to the allotment thereof:
 (a)
    
    The Relevant Sterling Preference Stock shall rank as regards the right to
receive dividends pari passu with the Dollar Preference Stock, the euro Preference
Stock and with any further stock created and issued pursuant to sub-paragraph (e)
below and otherwise in priority to any Ordinary Stock in the capital of the Bank.(b)
    
    If, on any date on which an instalment of the Preference Dividend would
fall to be paid under sub-paragraph (B) (1) above on any Relevant Sterling
Preference Stock, the distributable profits and distributable reserves of the Bank
are together insufficient to enable payment in full to be made of such instalment
and, if applicable, of any instalments of dividends payable on such date on any
other preference stock ranking pari passu with the Relevant Sterling Preference
Stock as regards dividend, then none of the said instalments shall be paid. If it
shall subsequently appear that any instalment of the Preference Dividend or of any
such other preferential dividend which has been paid should not, in accordance with
the provisions of this subparagraph, have been so paid, then, provided the Directors
shall have acted in good faith, they shall not incur any liability for any loss
which any stockholder may suffer in consequence of such payment having been made.(c)
    
    Where any instalment of the Preference Dividend on any Relevant Sterling
Preference Stock is payable, the Directors shall, subject to sub-paragraph (b)
above, resolve to make payment of such instalment in cash, provided however that
such instalment shall not be payable in cash if, in the judgment of the Directors,
after consultation with the Irish Financial Services Regulatory Authority or such
other governmental authority in Ireland having primary bank supervisory authority,
the payment of such instalment in cash would breach or cause a breach of the Irish
Financial Services Regulatory Authoritys capital adequacy requirements from time to
time applicable to the Bank.(d)
    
    Subject to the right to be allotted additional Sterling Preference Stock
in accordance with sub-paragraph (e) below, the Relevant Sterling Preference Stock
shall carry no further right to participate in the profits and reserves of the Bank
other than the Preference Dividend and if on any occasion an instalment of the
Preference Dividend is not paid in cash for the reasons described in sub-paragraph
(b) or sub-paragraph (c) above, the Sterling Preference Stockholders shall have no
claim in respect of such instalment.
 (e)(i)
    
    The provisions of this sub-paragraph shall apply where any instalment
of the Preference Dividend payable on a particular date on the Relevant Sterling
Preference Stock is, for the reasons specified in sub-paragraph (b) or sub-paragraph
(c) above, not to be paid in cash and
 20




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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; andwhere 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£5. Such
sale shall be effected promptly after the record date fixed for determining the
holders entitled to payment of the Preference Dividend. A holder receiving an
allotment of additional preference stock in terms of this sub-paragraph shall
not be entitled to receive any part of the Relevant Instalment relating to
Relevant Stock of that class in cash;(iv)
    
    For the purpose of paying up preference stock to be allotted on
any occasion pursuant to this sub-paragraph, the Directors shall capitalise out
of the sums standing to the credit of the profit and loss account of the Bank
and/or to the credit of the Banks reserve accounts available
 21




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##### 



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 130 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).
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(3)
    
    The amounts payable or repayable under sub-paragraphs (1) and (2) of this
paragraph (C) in the event of a winding up of, or other return of capital (other than
on a redemption of stock of any class in the capital of the Bank) by the Bank, shall
be so paid pari passu with any amounts payable or repayable in that event upon or in
respect of any further preference stock of the Bank ranking pari passu with the
Sterling Preference Stock as regards repayment of capital and shall be so paid in
priority to any repayment of capital on any other class of stock of the Bank. The
Sterling Preference Stockholders shall not be entitled in respect of the Sterling
Preference Stock held by them to any further or other right of participation in the
assets of the Bank.
 (D)
    
    Redemption
 (1)
    
    Unless otherwise determined by the Directors in relation to any particular Sterling
Preference Stock prior to allotment thereof, the Sterling Preference Stock shall be
redeemable at the option of the Bank. In the case of any particular Sterling Preference
Stock which is to be so redeemable:
 (a)
    
    such stock shall be redeemable at par together with the sum which would
have been payable pursuant to paragraph (C) of this Bye-Law (other than sub-paragraph
(C)(2)(b)) if the date fixed for redemption had been the date of a return of capital
on a winding up of the Bank;(b)
    
    such stock shall be redeemable during such period as the Directors shall
prior to the allotment thereof determine, commencing with the first date on which 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
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continue to accrue on and from the date fixed for redemption down to, but not including,
the date of payment of such redemption moneys.(4)
    
    The provisions of this sub-paragraph (4) shall apply in relation to any Sterling
Preference Stock that is to be redeemed and that, on the date fixed for redemption, is in
uncertificated form. The Bank shall give to the holders of such Sterling Preference Stock
not less than 30 days and not more than 60 days notice in writing of the date on which
such redemption is to be effected. Such notice shall specify the redemption date and the
Directors shall be entitled, in their absolute discretion, to determine the procedures for
the redemption of such Sterling Preference Stock held in uncertificated form on the
relevant redemption date (subject always to the facilities and requirements of the
relevant system concerned). Upon being satisfied that such procedures have been effected,
the Bank shall pay to the holders of the Sterling Preference Stock concerned the amount
due in respect of such redemption of such Sterling Preference Stock.(5)
    
    Without prejudice to the generality of sub-paragraph (4) above:
 (a)
    
    the procedures for the redemption of any Sterling Preference Stock may
involve or include the sending by the Bank or by any person on its behalf, of an
issuer-instruction to the operator of the relevant system concerned requesting or
requiring the deletion of any computer-based entries in the relevant system concerned
that relate to the holding of the Sterling Preference Stock concerned; and/or(b)
    
    the Bank may, if the Directors so determine, (by notice in writing to the
holder concerned, which notice may be included in the notice of redemption concerned)
require the holder of the Sterling Preference Stock concerned to change the form of
the Sterling Preference Stock from uncertificated form to certificated form prior to
the date fixed for redemption (in which case the provisions in this Bye-Law relating
to the redemption of Sterling Preference Stock held in certificated form shall
apply).Whether any Sterling Preference Stock to be redeemed is in certificated form or
uncertificated form on the relevant date fixed for redemption shall be determined by
reference to the Register as at 12.00 noon on such date or such other time as the
Directors, may (subject to the facilities and requirements of the relevant system
concerned) in their absolute discretion determine.
 (6)
    
    The receipt of the registered holder for the time being of any Sterling Preference
Stock or, in the case of joint registered holders, the receipt of any of them for the
moneys payable on redemption thereof, shall constitute an absolute discharge to the Bank
in respect thereof.(7)
    
    Upon the redemption of any Sterling Preference Stock the Directors may (pursuant to
the authority given by the passing of the resolution to adopt this Bye-Law) consolidate
and divide and/or sub-divide the authorised preference stock existing as a consequence of
such redemption into stock of any other class of capital stock into which the authorised
capital stock of the Bank is or may at that time be divided of a like nominal amount (as
nearly as may be) and in the same currency as the Sterling Preference Stock so redeemed or
into unclassified stock of the same nominal amount and in the same currency as the
Sterling Preference Stock so redeemed.
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##### 



or
  or
   (g)(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
  
  25




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and
         26




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27




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##### 



euro Preference Stock
 6.
    
    The rights attaching to the euro Preference Stock shall be as follows:(A) GeneralThe euro Preference Stock shall rank pari passu inter se with the Dollar Preference Stock
and with the Sterling Preference Stock as regards the right to receive dividends and the
rights on winding up of, or other return of capital by, the Bank. Notwithstanding the
provisions of Bye-Law 8 and subject as provided in paragraphs (B) to (H) of this Bye-Law,
the euro Preference Stock may be issued with such rights and privileges, and subject to such
restrictions and limitations, as the Directors shall determine in the resolution approving
the issue of such stock and in particular (but without prejudice to the generality of the
foregoing), the Directors may (without prejudice to the authority conferred by sub-paragraph
(D) (5) of this Bye-Law), pursuant to the authority given by the passing of the resolution
to adopt this Bye-Law, consolidate and divide and/or subdivide any euro Preference Stock
into stock of a larger or smaller amount. Whenever the Directors have power under this
Bye-Law to determine any of the rights, privileges, limitations or restrictions attached to
any of the euro Preference Stock, the rights, privileges, limitations or restrictions so
determined need not be the same as those attached to the euro Preference Stock which has
then been allotted or issued. Without prejudice to Bye-Law 8 (d) each issue of euro
Preference Stock carrying rights, privileges, limitations or restrictions that are not the
same as those attached to the euro Preference Stock which has then been allotted or issued
shall constitute a separate class of stock.(B) Income
 (1)
    
    The euro Preference Stock shall (subject to the further provisions of this
paragraph) entitle the holders thereof (the euro Preference Stockholders) to receive
a non-cumulative preferential dividend (the Preference Dividend), which shall be
calculated at such annual rate (whether fixed or variable) and shall be payable on such
dates and on such other terms and conditions as may be determined by the Directors
prior to allotment thereof.(2)
    
    The following shall apply in relation to any particular euro Preference Stock
(the Relevant euro Preference Stock) if so determined by the Directors prior to the
allotment thereof:
 (a)
    
    The Relevant euro Preference Stock shall rank as regards the right to
receive dividends pari passu with the Dollar Preference Stock, the Sterling
Preference Stock and with any further stock created and issued pursuant to
sub-paragraph (e) below and otherwise in priority to any Ordinary Stock in the
capital of the Bank.(b)
    
    If, on any date on which an instalment of the Preference Dividend would
fall to be paid under sub-paragraph (B) (1) above on any Relevant euro Preference
Stock, the distributable profits and distributable reserves of the Bank are together
insufficient to enable payment in full to be made of such instalment and, if
applicable, of any instalments of dividends payable on such date on any other
preference stock ranking pari passu with the Relevant euro Preference Stock as
regards dividend, then none of the said instalments shall be paid. If it shall
subsequently appear that any instalment of the Preference Dividend or of any such
other preferential dividend which has been paid should not, in accordance with the
provisions of this sub-paragraph, have been so paid, then, provided the Directors
shall have acted
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##### 



in good faith, they shall not incur any liability for any loss which any stockholder
may suffer in consequence of such payment having been made.(c)
    
    Where any instalment of the Preference Dividend on any Relevant euro
Preference Stock is payable, the Directors shall, subject to sub-paragraph (b)
above, resolve to make payment of such instalment in cash, provided however that
such instalment shall not be payable in cash if, in the judgement of the Directors,
after consultation with the Irish Financial Services Regulatory Authority or such
other governmental authority in Ireland having primary bank supervisory authority,
the payment of such instalment in cash would breach or cause a breach of the Irish
Financial Services Regulatory Authoritys capital adequacy requirements from time to
time applicable to the Bank.(d)
    
    Subject to the right to be allotted additional euro Preference Stock in
accordance with sub-paragraph (e) below, the Relevant euro Preference Stock shall
carry no further right to participate in the profits and reserves of the Bank other
than the Preference Dividend and if on any occasion an instalment of the Preference
Dividend is not paid in cash for the reasons described in sub-paragraph (b) or
sub-paragraph (c) above, the euro Pound Preference Stockholders shall have no claim
in respect of such instalment.
 (e)(i)
    
    The provisions of this sub-paragraph shall apply where any instalment
of the Preference Dividend payable on a particular date on the Relevant euro
Preference Stock is, for the reasons specified in sub-paragraph (b) or sub-paragraph
(c) above, not to be paid in cash and the amount (if any) standing to the credit of
the profit and loss account of the Bank together with the amount of the reserves of
the Bank available for the purpose are sufficient to enable the allotments of
additional preference stock referred to in the further provisions of this
sub-paragraph to be made in full;(ii)
    
    For the purposes of this sub-paragraph:Relevant Stock means Relevant euro Preference Stock and any preference stock
of the Bank carrying similar rights to those set out in this subparagraph (e)
and ranking pari passu with the Relevant euro Preference Stock as regards
dividend in respect of which an instalment of preference dividend which would
have been payable on the same date as a Relevant Instalment on Relevant euro
Preference Stock is not to be paid in cash; andRelevant Instalment means an instalment of preference dividend which is not
to be paid in cash on Relevant Stock on any occasion for the reasons specified
in sub-paragraph (b) or sub-paragraph (c) above; andwhere 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
 29




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##### 



that would have been payable to him, had such instalment been payable in cash,
(exclusive of any associated tax credit) by a factor to be determined by the
Directors prior to allotment of the Relevant Stock. The Bank shall not issue
fractions of preference stock of any class (Fractional Stock) on any such
allotment of additional preference stock. In lieu of any Fractional Stock each
holder of Relevant Stock otherwise entitled to receive Fractional Stock shall
receive a payment in cash equal to such holders proportional interest in the
net proceeds from the sale or sales in the open market by the Bank, on behalf
of all such holders, of the aggregate of the preference stock of the relevant
class equal in nominal amount to the aggregate amount of all Fractional Stock
of the relevant class otherwise payable as a dividend rounded down to the
nearest integral multiple of the par value of such preference stock, provided
that the Bank shall not be obliged to make any such payment where the
entitlement of the relevant holder is less than 6.35. Such sale shall be
effected promptly after the record date fixed for determining the holders
entitled to payment of the Preference Dividend. A holder receiving an
allotment of additional preference stock in terms of this sub-paragraph shall
not be entitled to receive any part of the Relevant Instalment relating to
Relevant Stock of that class in cash;(iv)
    
    For the purpose of paying up preference stock to be allotted on
any occasion pursuant to this sub-paragraph, the Directors shall capitalise out
of the sums standing to the credit of the profit and loss account of the Bank
and/or to the credit of the Banks reserve accounts available for the purpose,
as the Directors may determine a sum equal to the aggregate nominal amount of
the additional preference stock then to be allotted and shall apply the same in
paying up in full the appropriate amount of unissued preference stock of the
class or classes in question. Any such capitalisation shall be deemed to be
authorised by the resolution adopting this Bye-Law and the provisions of Bye-Law
130 shall apply mutatis mutandis to any such capitalisation;
 (v)
    
    The additional preference stock so allotted shall rank pari passu
in all respects with the fully paid Relevant Stock of the same class then in
issue save only as regards participation in the Relevant Instalment;
 (f)
    
    The Directors shall undertake and do such acts and things as they may
consider necessary or expedient for the purpose of giving effect to the provisions
of subparagraph (e). If any additional preference stock falling to be allotted
pursuant to such sub-paragraph cannot be allotted by reason of any insufficiency in
the Banks authorised capital stock the Directors shall convene a General Court to
be held as soon as practicable, for the purpose of considering a resolution or
resolutions effecting an appropriate increase in the authorised capital stock. The
euro Preference Stock shall not confer the right to participate in any issue of
stock on capitalisation of reserves except as provided in sub-paragraph (e) above.
 (C)
    
    Capital(1)
    
    On a winding up of, or other return of capital (other than on a redemption of
stock of any class in the capital of the Bank) by the Bank, the euro Preference
Stockholders shall in respect of the euro Preference Stock held by them be entitled to
receive in euro out of the surplus assets available for distribution to
 30




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the Banks members, an amount equal to the amount paid up or credited as paid up on the
euro Preference Stock (including any premium paid to the Bank in respect thereof).(2)
    
    In addition to the amount repayable on the euro Preference Stock pursuant to
sub-paragraph (1) above there shall be payable:
 (a)
    
    a sum equal to the amount of any Preference Dividend which is due for
payment after the date of commencement of the winding up or other return of capital
but which is payable in respect of a period ending on or before such date and the
amount of any Preference Dividend which would have been payable by the Bank in
accordance with paragraph (B) of this Bye-Law in respect of the period commencing
with the fixed dividend payment date which shall most recently have occurred prior
to the winding up of the Bank or the date of return of capital, as the case may be,
and ending with the date of such return of capital, whether on a winding up or
otherwise, as though such period had been one in relation to which an instalment of
the Preference Dividend would have been payable pursuant to paragraph (B), but
subject always to the provisions of sub-paragraphs (2) (b), (c) and (d) of paragraph
(B); and(b)
    
    subject thereto, such premium (if any) as may be determined by the
Directors prior to allotment thereof (and so that the Directors may determine that
such premium is payable only in specified circumstances and/or that such premium
shall be of variable amount depending on the timing and circumstances of such return
of capital).
 (3)
    
    The amounts payable or repayable under sub-paragraphs (1) and (2) of this
paragraph (C) in the event of a winding up of, or other return of capital (other than
on a redemption of stock of any class in the capital of the Bank) by the Bank, shall be
so paid pari passu with any amounts payable or repayable in that event upon or in
respect of any further preference stock of the Bank ranking pari passu with the euro
Preference Stock as regards repayment of capital and shall be so paid in priority to
any repayment of capital on any other class of stock of the Bank. The euro Preference
Stockholders shall not be entitled in respect of the euro Preference Stock held by them
to any further or other right of participation in the assets of the Bank.(D)
    
    Redemption(1)
    
    Unless otherwise determined by the Directors in relation to any particular euro
Preference Stock prior to allotment thereof, the euro Preference Stock shall be
redeemable at the option of the Bank. In the case of any particular euro Preference
Stock which is to be so redeemable:
 (a)
    
    such stock shall be redeemable at par together with the sum which would
have been payable pursuant to paragraph (C) of this Bye-Law (other than
sub-paragraph (C) (2) (b)) if the date fixed for redemption had been the date of a
return of capital on a winding up of the Bank;(b)
    
    such stock shall be redeemable during such period as the Directors shall
prior to the allotment thereof determine, commencing with the first date on which a
dividend is payable on such stock or with such later date as the Directors shall
prior to allotment thereof determine; and
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(c)
    
    prior to allotment of such stock, the Directors shall determine whether
the Bank may redeem (i) all (but not merely some) of such stock or (ii) all or any
of such stock and the basis on which any necessary selection of such stock for
redemption is to be made from time to time.
 (2)
    
    The provisions of this sub-paragraph (2) shall apply in relation to any euro
Preference Stock that is to be redeemed and that on the date fixed for redemption is in
certificated form. The Bank shall give to the holders of the euro Preference Stock to
be redeemed not less than 30 days and not more than 60 days notice in writing of the
date on which such redemption is to be effected. Such notice shall specify the
redemption date and the place at which the certificates for such euro Preference Stock
are to be presented for redemption and upon such date each of such holders shall be
bound to deliver to the Bank at such place the certificates for such euro Preference
Stock as are held by him. Upon such delivery, the Bank shall pay to such holder the
amount due to him in respect of such redemption and shall cancel the certificates so
delivered. If any such certificate includes any euro Preference Stock not redeemable on
that occasion, a fresh certificate for such stock shall be issued to the holder without
charge upon cancellation of the existing certificate.(3)
    
    As from the date fixed for redemption, no Preference Dividend shall be payable
on the euro Preference Stock to be redeemed except on any such stock in respect of
which, upon either due presentation of the certificate relating thereto, or, if the
euro Preference Stock was in uncertificated form on the date fixed for redemption the
procedures for redemption as referred to in sub-paragraph (4) below, having been
effected, payment of the moneys due at such redemption shall be improperly refused, in
which event, the Preference Dividend shall continue to accrue on and from the date
fixed for redemption down to, but not including, the date of payment of such redemption
moneys.(4)
    
    The provisions of this sub-paragraph (4) shall apply in relation to any euro
Preference Stock that is to be redeemed and that, on the date fixed for redemption, is
in uncertificated form. The Bank shall give to the holders of such euro Preference
Stock not less than 30 days, and not more than 60 days, notice in writing of the date
on which such redemption is to be effected. Such notice shall specify the redemption
date and the Directors shall be entitled, in their absolute discretion, to determine
the procedures for the redemption of such euro Preference Stock held in uncertificated
form on the relevant redemption date (subject always to the facilities and requirements
of the relevant system concerned). Upon being satisfied that such procedures have been
effected, the Bank shall pay to the holders of the euro Preference Stock concerned the
amount due in respect of such redemption of such euro Preference Stock.(5)
    
    Without prejudice to the generality of sub-paragraph (4) above:
 (a)
    
    the procedures for the redemption of any euro Preference Stock may
involve or include the sending by the Bank or by any person on its behalf, of an
issuer-instruction to the operator of the relevant system concerned requesting or
requiring the deletion of any computer-based entries in the relevant system
concerned that relate to the holding of the euro Preference Stock concerned; and/or(b)
    
    the Bank may, if the Directors so determine, (by notice in writing to the
holder concerned, which notice may be included in the notice of redemption
concerned) require the holder of the euro Preference Stock concerned to change the
form of the euro Preference Stock from uncertificated form to
 32




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##### 



certificated form prior to the date fixed for redemption (in which case the
provisions in this Bye-Law relating to the redemption of euro Preference Stock held
in certificated form shall apply).
 Whether any euro Preference Stock to be redeemed is in certificated form or
uncertificated form on the relevant date fixed for redemption shall be determined by
reference to the Register as at 12.00 noon on such date or such other time as the
Directors, may (subject to the facilities and requirements of the relevant system
concerned) in their absolute discretion determine.(6)
    
    The receipt of the registered holder for the time being of any euro Preference
Stock or, in the case of joint registered holders, the receipt of any of them for the
moneys payable on redemption thereof, shall constitute an absolute discharge to the
Bank in respect thereof.(7)
    
    Upon the redemption of any euro Preference Stock the Directors may (pursuant to
the authority given by the passing of the resolution to adopt this Bye-Law) consolidate
and divide and/or sub-divide the authorised preference stock existing as a consequence
of such redemption into stock of any other class of capital stock into which the
authorised capital stock of the Bank is or may at that time be divided of a like
nominal amount (as nearly as may be) and in the same currency as the euro Preference
Stock so redeemed or into unclassified stock of the same nominal amount and in the same
currency as the euro Preference Stock so redeemed.(E)
    
    Voting(1)
    
    The euro Preference Stockholders shall be entitled to receive notice of any
General Court of the Bank and a copy of every circular or like document sent out by the
Bank to the holders of Ordinary Stock but shall not be entitled to attend any General
Court or to speak or vote thereat unless:
 (a)
    
    a resolution is to be proposed at such meeting for the winding up of the
Bank; or(b)
    
    a resolution is to be proposed at such meeting varying, altering or
abrogating any of the rights, privileges, limitations or restrictions attached to
the euro Preference Stock;and then to vote only on such resolution or resolutions; orunless 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.
  33




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(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;
  (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
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(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.
  35




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2005 Preference Stock
 7.
    
    In this Bye-Law 7 Junior Obligationsmeans in respect of any Relevant Series:
 (a)
    
    the ordinary stock of the Bank;(b)
    
    any other series of preference stock and 2005 Preference Stock issued by the
Bank ranking junior as to dividends with the Relevant Series; or(c)
    
    any preference stock or 2005 Preference Stock issued by a subsidiary
undertaking of the Bank which benefits from a guarantee or other contractual support
undertaking of the Bank which guarantee or contractual support undertaking ranks junior
as to payments with the Relevant Series; or(d)
    
    any other instrument issued by the Bank ranking junior as to dividends with the
Relevant Series.
 Parity Obligations
 (a)
    
    any other series of preference stock or 2005 Preference Stock issued by the
Bank ranking pari passu as to dividends with the Relevant Series; or(b)
    
    any preference stock or 2005 Preference Stock issued by a subsidiary
undertaking of the Bank which benefits from a guarantee or other contractual support
undertaking of the Bank which guarantee or contractual support undertaking ranks pari
passu as to payments with the Relevant Series; or(c)
    
    any other instrument issued by the Bank ranking pari passu as to dividends with
the Relevant Series.(A)
    
    General
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##### 



Series
  (a)
    
    The 2005 Preference Stock shall (subject to the further provisions described
below) entitle the holders thereof to receive a preferential dividend (hereinafter
called the Preference Dividend), payable at such rate or rates (whether fixed or
variable) and on such dates (Preference Dividend Payment Dates) to be determined by the
Directors before allotment on the amounts from time to time paid up or credited as paid
up thereon and on such other terms and conditions as may be determined by the Directors
prior to allotment thereof and in particular (but without prejudice to the foregoing)
the Directors may determine whether the rights of such Stock as regards participation
in profits are cumulative or non-cumulative. Unless otherwise determined by the
Directors prior to allotment, any Preference Dividends on Dollar 2005 Preference Stock
shall be payable in US Dollars, any Preference Dividends on Sterling 2005 Preference
Stock shall be payable in sterling, and any Preference Dividends on euro 2005
Preference Stock shall be payable in euro. Subject to sub-paragraph (f) below, the
2005 Preference Stock shall carry no further right to participate in the profits and
reserves of the Bank other than the Preference Dividend;(b)
    
    Unless otherwise determined by the Directors prior to allotment thereof, 2005
Preference Stock shall rank as regards the right to receive dividends pari passu inter
se and with the Dollar Preference Stock, the euro Preference Stock, the Sterling
Preference Stock and with any other stock that is expressed to rank pari passu
therewith as regards participation in profits and otherwise in priority to any Ordinary
Stock in the capital of the Bank.(c)
    
    If it shall subsequently appear that any dividend which has been paid to
holders of 2005 Preference Stock should not have been so paid, then provided the
Directors shall have acted in good faith, the Directors shall not incur any liability
for any loss which any stockholder may suffer in consequence of such payment having
been made.(d)
    
    The following provisions of this paragraph (d) shall apply in relation to any
particular Series of 2005 Preference Stock (a Relevant Series) if so determined by the
Directors prior to the allotment thereof:
 (i)
    
    if the Directors determine prior to the allotment of a Relevant Series
that this Bye-Law 7(B)(d)(i) shall apply to that Relevant Series then dividends
shall only be payable on the 2005 Preference Stock of such series, when, as and if
declared by the Directors, but without prejudice to paragraph (e) below; or(ii)
    
    if the Directors determine prior to the allotment of a Relevant Series
that this Bye-Law 7(B)(d)(ii) shall apply to that Relevant Series then the following
provisions shall apply to that Relevant Series:
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Participating Stock
   Preference Dividend
Shortfall
 (I)
    
    redeem, reduce, purchase or otherwise acquire for any
consideration any Parity Obligations or Junior Obligations (and
 38




---



##### 



may not set aside or establish any sinking fund for any such redemption,
reduction, purchase or other acquisition); or(II)
    
    subject to the provisions of sub-paragraph (f) below, pay
or declare, or permit the declaration or payment of, any dividend on any
Parity Obligations or Junior Obligations,
   (I)
    
    redeem, reduce, purchase or otherwise acquire for any
consideration any Parity Obligations or Junior Obligations (and may not set
aside or establish any sinking fund for any such redemption, reduction,
purchase or other acquisition); or(II)
    
    pay or declare, or permit the declaration or payment of,
any dividend on any other Parity Obligations or Junior Obligations,
  Relevant Dividend
 (I)
    
    provided that the Bank has sufficient authorised but
unissued Stock and that the Directors are authorised to allot the appropriate
amount of relevant securities (for which purposes the Directors shall, if
necessary, call as soon as practicable a meeting of the General Court at
which the appropriate resolutions to create such Stock and to obtain such
authority are proposed), each stockholder of the Relevant Series shall, on
the date for payment of the Relevant Dividend had such dividend been paid in
cash, be allotted such additional nominal amount of preference stock of the
same class, denominated in the same currency and carrying identical rights
and limitations as the Relevant Series in question, credited as fully paid,
as is equal to an amount determined by multiplying the cash amount of the
Relevant Dividend (exclusive of any associated tax credit) that would have
been payable to him had
 39




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##### 



such dividend been payable in cash by a factor to be determined by the
Directors prior to allotment of the Relevant Series and rounding the
resulting sum down to the nearest integral multiple of US$1 (in the case
of Dollar 2005 Preference Stock), of Stg£1 (in the case of Sterling 2005
Preference Stock) and of 1 (in the case of euro 2005 Preference Stock).
A holder of 2005 Preference Stock receiving an allotment of additional
preference stock in accordance with this subparagraph shall not be
entitled to receive any part of the Relevant Dividend relating to Relevant
Series in cash;(II)
    
    subject to the provisos in sub-paragraph (G)(I) above, for
the purpose of paying up preference stock to be allotted on any occasion
pursuant to this subparagraph, the Directors shall capitalise out of the sums
standing to the credit of the profit and loss account of the Bank and/or to
the credit of the Banks reserve accounts (including stock premium account)
available for the purpose, as the Directors may determine, a sum equal to the
aggregate nominal amount of the additional preference stock then to be
allotted and apply the same in paying up in full the appropriate amount of
unissued preference stock of that class or classes in question;(III)
    
    the additional preference stock so allotted shall rank
pari passu in all respects with the Relevant Series in respect of which the
additional preference stock were so allotted, save only as regards
participation in the Relevant Dividend; and(IV)
    
    the Directors may undertake and do such acts and things is
it may consider necessary or expedient for the purpose of giving effect to
the provisions described in this sub-paragraph (G).
 (e)
    
    if, in the opinion of the Directors, the payment of any Preference Dividend
would breach or cause a breach of capital adequacy requirements from time to time
applicable to the Bank then none of such Preference Dividend shall be declared or paid.(C)
    
    Capital(a)
    
    On a winding-up of or other return of capital by the Bank (other than on a
redemption or purchase by the Bank of any of its capital stock), members holding 2005
Preference Stock shall in respect thereof be entitled to receive, out of the surplus
assets remaining after payment of the Banks liabilities, an amount equal to the amount
paid up or credited as paid up on the 2005 Preference Stock together with such premium
(if any) as may be determined by the Directors prior to allotment thereof (and so that
the Directors may determine that such premium is payable only in specified
circumstances). Unless otherwise determined by the Directors prior to allotment, such
amount in respect of Dollar 2005 Preference Stock shall be payable in US Dollars, such
amount in respect of Sterling 2005 Preference Stock shall be payable in sterling, and
such amount in respect of euro 2005 Preference Stock shall be payable in euro.(b)
    
    In addition to the amount repayable on the 2005 Preference Stock in accordance
with sub-paragraph (a) above there shall be payable a sum equal to the Preference
Dividend which would have been payable by the Bank in
 40




---



##### 



accordance with paragraph 7(B) above (together, in the case of 2005 Preference Stock
which is expressed to have a cumulative right as regards participation in profits, with
any arrears or deficiency of Preference Dividend), calculated at the annual rate
determined by the Directors before allotment of the preference stock in question, in
respect of the number of days included in the period commencing with the day following
whichever Preference Dividend Payment Date shall most recently have occurred prior to the
date of commencement of the winding-up of the Bank or return of capital and ending with
such date of commencement of winding-up or return of capital, as though such period had
been one in relation to which a Preference Dividend would have been payable pursuant to
the provisions described in paragraph 7 (B)(a) above and the terms of issue of the
preference stock in question, but subject always to the provisions described in paragraph
7 (B)(d)(i) and (ii) above and to the terms on which any particular preference stock are
issued.(c)
    
    With respect to the amounts payable or repayable under sub-paragraphs (a) and
(b) of this paragraph in the event of a winding-up of the Bank or return of capital,
2005 Preference Stock shall rank pari passu inter se and with any other stock that are
expressed to rank pari passu therewith as regards participation in surplus assets and
otherwise in priority to any other stock of the Bank. Save as may be determined by
the Directors prior to the issue of any particular series of 2005 Preference Stock, the
holders of 2005 Preference Stock shall not be entitled in respect thereof to any
further or other right of participation in the assets of the Bank upon a winding-up or
return of capital.(D)
    
    Voting
  (a)
    
    if the Preference Dividend on the 2005 Preference Stock of such series has not,
at the date of the notice of the general meeting, been paid in full in respect of such
dividend periods as the Directors may prior to allotment determine, in which case the
holders of the 2005 Preference Stock of such series will be entitled to speak and/or
vote upon any resolution proposed thereat; or(b)
    
    if a resolution is proposed at the meeting of the General Court;
 (i)
    
    for, or in relation to, the winding-up of the Bank; or(ii)
    
    varying, altering or abrogating any of the rights, privileges,
limitations or restrictions attached to the 2005 Preference Stock of such series, in
which case the holders of the 2005 Preference Stock of such series will be entitled
to speak and/or vote only upon such resolution; or
 (c)
    
    in such other circumstances, and upon and subject to such terms, as the
Directors may determine prior to allotment.
  41




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(E)
    
    Redemption of Redeemable Preference Stock(a)
    
    The Redeemable Dollar Preference Stock, the Redeemable Sterling Preference
Stock and the Redeemable euro Preference Stock (together, the Redeemable Preference
Stock) shall, subject to the provisions of any applicable law and to the other
provisions of this paragraph (E), be redeemable at the option of the Bank in whole or
in part on such dates as the Court of Directors may determine prior to the allotment of
the Relevant Series by the Bank giving to each of the holders of the Redeemable
Preference Stock to be redeemed not less than fourteen days prior notice in writing (a
Notice of Redemption) and by the Bank complying with the other requirements of this
paragraph (E).(b)
    
    In the case of a partial redemption under sub-paragraph (a) of this paragraph
(E) of this Bye-Law 7, the Bank shall for the purposes of ascertaining the particular
Redeemable Preference Stock to be redeemed cause a lot to be drawn at the office (or at
such other place as the Directors may determine) in the presence of the Auditors.(c)
    
    A Notice of Redemption shall specify the particular Redeemable Preference Stock
to be redeemed, the date fixed for redemption (the Redemption Date), the amount payable
in respect of each such Redeemable Preference Stock on redemption and the place in the
State at which documents of title in respect of such Redeemable Preference Stock are to
be presented and surrendered for redemption and payment of redemption moneys is to be
effected. Upon such presentation and surrender and against the receipt of such holder
for the redemption moneys payable in respect of such Redeemable Preference Stock, the
Bank shall pay to such holder the amount due to him in respect of such redemption and
shall cancel the documents of title so delivered. No defect in the Notice of
Redemption or in the giving thereof shall affect the validity of the redemption
procedure.(d)
    
    Without prejudice to the generality of sub-paragraph (c) above:
 (i)
    
    the procedures for the redemption of and Redeemable Preference Stock held
in uncertificated form may involve or include the sending by the Bank or by any
person on its behalf of an issuer-instruction to the operator of the relevant system
concerned requesting or requiring the deletion of any computer-based entries in the
relevant system concerned that relate to the holding of the Redeemable Preference
Stock concerned; and/or(ii)
    
    the Bank may, if the Directors so determine, (by notice in writing to the
holder concerned, which notice may be included in the notice of redemption
concerned) require the holder of the Redeemable Preference Stock concerned to change
the form of the Redeemable Preference Stock from uncertificated form to certificated
form prior to the date fixed for redemption (in which case the provisions in this
Bye-Law relating to the redemption of Redeemable Preference Stock held in
certificated form shall apply).
  42




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(e)
    
    There shall be paid on each Redeemable Preference Stock so redeemed the amount
paid up or credited as paid up thereon, together (to the extent permitted by law) with
any premium paid on issue or otherwise at such price as may be determined by the Court
of Directors prior to allotment.(f)
    
    The provisions of this sub-paragraph (f) and the following sub-paragraphs (g)
and (i) shall have effect in relation to Redeemable Preference Stock for the time being
issued and registered in the Register (Registered Stock). Payment by the Bank in
respect of the amount due on redemption shall be made, in the case of Redeemable Dollar
Preference Stock, by a cheque drawn on a bank in New York, in the case of Redeemable
Sterling Preference Stock, by a sterling cheque drawn on a bank in London, and, in the
case of Redeemable euro Preference Stock, by a euro cheque drawn on a bank in Dublin,
or, upon the request of the holder or joint holders not later than the date specified
for the purpose in the Notice of Redemption, by transfer to, in the case of Redeemable
Dollar Preference Stock, a US Dollar account maintained by the payee with a bank in New
York, or in the case of Redeemable Sterling Preference Stock, a sterling account
maintained by the payee with a bank in London, or in the case of Redeemable euro
Preference Stock, a euro account maintained by the payee with a bank in Dublin. Such
payment will, in the case of a Registered Stock, be against presentation and surrender
of the relative Certificate at the place or on one of the places specified in the
Notice of Redemption and if any Certificate so surrendered includes Redeemable
Preference Stock not to be redeemed on the relevant Redemption Date the Bank shall
within fourteen days thereafter issue to the holder, free of charge, a fresh
Certificate in respect of such Redeemable Preference Stock. All payments in respect of
redemption monies will in all respects be subject to any applicable fiscal or other
laws.(g)
    
    As from the relevant Redemption Date the dividend on the Redeemable Preference
Stock due for redemption shall cease to accrue except on any such Redeemable Preference
Stock in respect of which, upon the due delivery of the Certificate in accordance with
sub-paragraphs (c) and (f) above, payment of the redemption moneys due on such
Redemption Date shall be improperly withheld or refused in which case the said
dividend, at the rate then applicable, shall be deemed to have continued and shall
accordingly continue to accrue from the relevant Redemption Date to the date of payment
of such redemption moneys. Such Redeemable Preference Stock shall not be treated as
having been redeemed until the redemption moneys in question together with the accrued
dividend thereon have been paid whereupon such Redeemable Preference Stock shall be
treated as having been redeemed.(h)
    
    If the Redemption Date for any Redeemable Preference Stock is not, in the case
of a Redeemable Dollar Preference Stock, a day on which banks in New York are open for
business and in which foreign exchange dealings may be conducted in New York (a US
Dollar Business Day), or, in the case of a Redeemable Sterling Preference Stock, a day
on which banks in London are open for business and on which foreign exchange dealings
may be conducted in London (a Sterling Business Day), or, in the case of a Redeemable
euro Preference Stock, a day in which banks in Dublin are open for business and on
which foreign exchange dealings may be conducted in Dublin (a euro Business Day), then
payment of the amount payable on redemption will be made on the next succeeding US
Dollar Business Day or Sterling Business Day or euro Business Day as the case may be,
and without any interest or other payment in respect of such delay unless such day
shall fall within the next calendar month, whereupon such payment will be made on the
preceding US Dollar Business Day or Sterling Business Day or euro Business Day, as the
case may be.
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(i)
    
    The receipt of the holder for the time being of any Registered Stock (or, in
the case of joint registered holders, the receipt of any one of them) in respect of the
monies payable on redemption on such Registered Stock shall constitute an absolute
discharge to the Bank in respect thereof.(j)
    
    Upon the redemption or purchase of any Redeemable Preference Stock, the
Directors may (pursuant to the authority given by the passing of the resolution to
adopt this Bye-Law) consolidate and divide and/or sub-divide the authorised, but
unissued, Redeemable Preference Stock capital existing as a consequence of such
redemption or purchase into Stock of a larger or smaller amount.
 (F)
    
    Further Stock
 (a)
    
    Save as provided by the terms of issue of any particular 2005 Preference Stock,
the Bank shall not create or issue any further stock ranking as regards participation
in the profits and assets of the Bank in priority to the 2005 Preference Stock.(b)
    
    Any series of preference stock or other stock ranking pari passu in some or all
respects with the 2005 Preference Stock then in issue may (unless otherwise provided by
the terms of issue of the 2005 Preference Stock then in issue), without their creation
or issue being deemed to vary the special rights attached to any 2005 Preference Stock
then in issue, either carry rights identical in all respects with such 2005 Preference
Stock or any of them or carry rights differing therefrom in any respect. Unless
otherwise provided by the terms of issue, the rights attaching to any preference stock
shall not be deemed to be varied or abrogated by the purchase, redemption or
cancellation by the Bank of any of its stock ranking as regards participation in the
profits or assets of the Bank pari passu with or after such 2005 Preference Stock.
 (G)
    
    Variation of Class Rights
  Variation of Rights
 8.
    (a)
    Whenever the capital of the Bank is divided into different classes of stock, the special
rights attached to any class may, subject to the provisions of these Bye-Laws, be varied or
abrogated, either whilst the Bank is a going concern or during or in contemplation of a
winding up, with the sanction of a resolution passed at a class meeting of the holders of the
stock of the class but not otherwise. 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,
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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(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;
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such euro Preference Stock shall be treated as a single class for the purpose of applying
the procedures in these Bye-Laws for the variation, alteration or abrogation of the
rights, privileges, limitations or restrictions attaching to the euro Preference Stock of
such class.
 Capital stock to be at disposal of Directors
 9.
    (a)
    Subject to the provisions of these Bye-Laws relating to new stock, the capital stock shall
be at the disposal of the Directors, and they may allot, grant options over or otherwise
dispose of it to such persons on such terms and conditions and at such times as they may
consider to be in the best interests of the Bank and its members, but so that no stock shall
be issued at a discount and so that in the case of stock offered to the public for
subscription, the amount payable on application shall not be less than 5 per cent. of the
nominal amount of the stock.(b)
    Any stock may be held in uncertificated form, provided that the Directors shall
have made arrangements with the operator of a relevant system for that class of stock
to be admitted as a participating security for the purposes of that relevant system.
The Directors shall have power to make such arrangements in their discretion without
the consent of the stockholders. Where the Directors shall make such arrangements, and
for so long as the relevant class of stock shall continue to be a participating
security, these Bye-laws shall not apply to or have effect on stock of the relevant
class which is held in uncertificated form to the extent that these Bye-laws are in any
respect inconsistent with: the holding of stock of such class in uncertificated form;
the transfer of title to stock of such class by means of a relevant system; or any
provision of the Regulations.(c)
    The Bank shall be entitled in accordance with the provisions of the Regulations
to change any uncertificated stock into certificated form and to change any
certificated stock into uncertificated form and the Bank may make such provisions
therefor as the Directors think fit, subject always to the provisions of the
Regulations. Where any conversion of stock from uncertificated form to certificated
form takes place, the Bank shall within two months after the date on which the Bank
receives the relevant operator-instruction capable of being complied with in accordance
with the Regulations, issue the relevant stock certificate.
 Bank not obliged to recognise trusts
 10.
    
    Except as required by law, no person shall be recognised by the Bank as holding any capital
stock of the Bank upon any trust, and the Bank shall not be bound by or compelled in any way
to recognise (even when having notice thereof) any equitable, contingent, future or partial
interest in any stock or (except only as by these Bye-Laws or by law otherwise provided) any
other rights in respect of any stock except an absolute right to the entirety thereof in the
registered holder who shall be treated for the purposes of the Charter and these Bye-Laws as
holding the same in his own right and for his own use; this shall not preclude the Bank from
requiring any member to furnish the Bank with information as to the beneficial ownership of
any stock when such information is reasonably required by the Bank.
 REGISTER OF MEMBERS
 Register to be kept in specified form
 11.
    
    The Bank shall keep a register of its members and enter therein the following particulars:
 (a)
    
    the names and addresses of the members and a statement of the amount of stock
held by each member and where any stock is not fully paid, of the amount paid or agreed
to be considered as paid on such stock of each member;
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(b)
    
    the date at which the member was entered in the register as a member;(c)
    
    the date at which the member ceased to be a member; and(d)
    
    a statement of the amount of stock held by each member in uncertificated form
and certificated form respectively and such entry on the Register, in respect of stock
in uncertificated form, shall be evidence of such title to the stock as would be
evidenced if the entry on the Register related to stock held in certificated form.
 CERTIFICATES FOR STOCK IN CERTIFICATED FORM
 Members entitled to certificates for stock in certificated form
 12.
    (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.
 LIEN
 Bank to have lien on its stock
 13.
    
    The Bank shall have a first and paramount lien on all capital stock (not being fully paid
stock) for all moneys (whether immediately payable or not) called or payable at a fixed time
in respect of that stock and the Bank shall also have a first and paramount lien on all stock
(other than fully paid stock) standing registered in the name of a single person for all
moneys immediately payable by him or his estate to the Bank; but the Directors may at any time
declare any stock to be wholly or in part exempt from this provision. The Banks lien on stock
shall extend to all dividends payable thereon.
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Such lien to be made available by sale
 14.
    
    The Bank may sell, in such manner as the Directors think fit, any stock on which the Bank has
a lien, but no sale shall be made unless a sum in respect of which the lien exists is
immediately payable, nor until the expiration of 14 days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the lien exists as is
immediately payable has been given to the registered holder for the time being of the stock,
or the person entitled thereto by reason of his death or bankruptcy.
 Directors may authorise transfer of stock so sold
 15.
    
    To give effect to any such sale, the Directors may authorise some person to transfer the stock
sold to the purchaser thereof. The purchaser shall be registered as the holder of the stock so
transferred and he shall not be bound to see to the application of the purchase money, nor
shall his title to the stock be affected by any irregularity or invalidity in the proceedings
in reference to the sale and after the name of the transferee has been entered in the
Register, the remedy of any person aggrieved by the sale shall be in damages only and against
the Bank exclusively.
 Proceeds of sale may be applied in payment of amount due
 16.
    
    The proceeds of the sale shall be received by the Bank and applied in payment of such part of
the amount in respect of which the lien exists as is immediately payable, and the residue, if
any, shall (subject to a like lien for sums not immediately payable as existed upon the stock
before the sale) be paid to the person entitled to the stock at the date of the sale.
 CALLS ON STOCK
 Directors may make calls to be paid by stockholders
 17.
    
    The Directors may from time to time make calls upon the members in respect of any moneys
unpaid on their stock (whether on account of the nominal value of the stock or by way of
premium) and not by the conditions of allotment thereof made payable at fixed times, provided
that no call shall exceed one-fourth of the nominal value of the stock or be payable at less
than one month from the date fixed for the payment of the last preceding call, and each member
shall (subject to receiving at least 14 days notice specifying the time or times and place of
payment) pay to the Bank at the time or times and place so specified the amount called on his
stock. A call may be revoked or postponed as the Directors may determine.
 When call is deemed to be made
 18.
    
    A call shall be deemed to have been made at the time when the resolution of the Court of
Directors authorising the call was passed and may be required to be paid by instalments.
 Joint stockholders liable to pay calls
 19.
    
    The joint holders of stock shall be jointly and severally liable to pay all calls in respect
thereof.
 Overdue calls liable to interest
 20.
    
    If a sum called in respect of stock is not paid before or on the day appointed for payment
thereof the person from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate, not exceeding 5 per
cent. per annum, as the Directors may determine, but the Directors shall be at liberty to
waive payment of such interest wholly or in part.
 Any sum payable on allotment to be deemed to be a call
 21.
    
    Any sum which by the terms of issue of stock becomes payable on allotment or at any fixed
date, whether on account of the nominal value of the stock or by way of
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premium, shall, for the purposes of these Bye-Laws, be deemed to be a call duly made and
payable on the date on which, by the terms of issue, the same becomes payable, and in case
of non-payment all the relevant provisions of these Bye-Laws as to payment of interest and
expenses, forfeiture or otherwise, shall apply as if such sum had become payable by virtue
of a call duly made and notified.
 Directors may receive uncalled moneys
 22.
    
    The Directors may, if they think fit, receive from any member willing to advance the same, all
or any part of the moneys uncalled and unpaid upon any stock held by him and upon all or any
of the moneys so advanced may (until the same would, but for such advance, become payable) pay
interest at such rate not exceeding (unless the Bank in General Court otherwise directs) 5 per
cent. per annum, as may be agreed upon between the Directors and the member paying such sum in
advance.
 TRANSFER OF STOCK
 Mode of transfer of stock
 23.
    (a)
    Subject to such of the restrictions of these Bye-Laws and to such of the conditions of
issue as may be applicable, the stock of any member held in certificated form may be
transferred by instrument in writing in any usual or common form or any other form which the
Directors may approve and any such instrument shall be executed by or on behalf of the
transferor. In case of stock not fully paid, the assignment or transfer may be effected in
manner provided by the Charter. In either case, the transferor shall be deemed to remain the
holder of the stock until the name of the transferee is entered in the Register in respect
thereof.(b)
    Title to any uncertificated stock may be evidenced and transferred without a
written instrument provided that such title is evidenced and transferred in accordance
with the Regulations.(c)
    A transfer of title to uncertificated stock shall be registered on the Register
where such transfer is required to be registered under the provisions of the
Regulations notwithstanding any other provision of these Bye-Laws.(d)
    No transfer of title to uncertificated stock shall be registered other than in
accordance with the provisions of the Regulations and the transferor shall be deemed to
remain the holder of the stock until the name of the transferee is entered in the
Register in respect thereof.
 Power to decline to register transfer
 24.
    
    The Directors may decline to register the transfer of stock in certificated form (not being
fully paid stock) to a person of whom they do not approve, and they may also decline to
register the transfer of stock in certificated form on which the Bank has a lien.
 Power to decline to register transfer in other circumstances
 25.
    
    The Directors may also decline to permit any transfer of stock in certificated form unless:
   49




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Period during which registration may be suspended
 26.
    
    The registration of transfers may be suspended at such times and for such periods, not
exceeding in the whole 30 days in each year, as the Directors may from time to time determine.
Provided however that the Bank shall not close the Register relating to a participating
security without the consent of the operator.
 TRANSMISSION OF STOCK
 Title to stock of deceased member
 27.
    
    In the case of the death of a member, the survivor or survivors where the deceased was a joint
holder, and the personal representatives of the deceased where he was a sole holder, shall be
the only persons recognised by the Bank as having any title to his interest in the stock; but
nothing herein contained shall release the estate of a deceased joint holder from any
liability in respect of any stock which had been jointly held by him with other persons.
 Transmission clause  evidence of title
 28.
    
    Any person becoming entitled to stock in consequence of the death or bankruptcy of a member
may, upon such evidence being produced as may from time to time properly be required by the
Directors and subject as hereinafter provided, elect either to be registered himself as holder
of the stock or to have some person nominated by him registered as the transferee thereof, but
the Directors shall in either case, have the same right to decline or suspend registration as
they would have had in the case of a transfer of the stock by that member before his death or
bankruptcy, as the case may be.
 Notice to be given by stockholder requiring registration
 29.
    
    If the person so becoming entitled elects to be registered himself, he shall deliver or send
to the Bank a notice in writing signed by him stating that he so elects. If he elects to have
another person registered, he shall effect a transfer of the stock to such person in manner
provided in Bye-Law 23. All the limitations, restrictions and provisions of these Bye-Laws
relating to the right to transfer and the registration of transfers of stock shall be
applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the
member had not occurred and the notice or transfer were made by that member.
 Person becoming entitled to stock on death or bankruptcy to be entitled to dividend
 30.
    
    A person becoming entitled to stock by reason of the death or bankruptcy of the holder shall
be entitled to the same dividends and other advantages to which he
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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 dividends, bonuses or other
moneys payable in respect of the stock until the requirements of the notice have been
complied with.
 Stock transmitted in whole units
 31.
    
    Ordinary Stock shall be transferable in multiples of one unit of stock only and the Bank shall
not be bound to register or recognise any transfer of any fraction of a unit of Ordinary Stock
and the Directors may undertake and do such acts and things as they may consider necessary or
expedient for the purpose of giving effect to the provisions of this Bye-Law.
 FORFEITURE OF STOCK
 If calls not paid notice to be given to member
 32.
    
    If a member fails to pay any call or instalment of a call on the day appointed for payment
thereof, the Directors may, at any time thereafter during such time as any part of the call or
instalment remains unpaid, serve notice on him requiring payment of so much of the call or
instalment as is unpaid together with any interest which may have accrued.
 Terms of notice
 33.
    
    The notice shall name a further day (not earlier than the expiration of 14 days from the date
of service of the notice) on or before which the payment required by the notice is to be made,
and shall state that in the event of non-payment at or before the time appointed the stock in
respect of which the call was made will be liable to be forfeited.
 In default of payment stock may be forfeited
 34.
    
    If the requirements of any such notice as aforesaid are not complied with any stock in respect
of which the notice has been given may at any time thereafter, before the payment required by
the notice has been made, be forfeited by a resolution of the Directors to that effect.
 Forfeited stock to be property of Bank and may be sold
 35.
    
    Any forfeited stock may be sold or otherwise disposed of on such terms and in such manner as
the Directors think fit, and at any time before a sale or disposition the forfeiture may be
cancelled on such terms as the Directors think fit. Where for the purposes of its disposal
such stock is to be transferred, the Directors may authorise any person to execute an
instrument of transfer where any such stock is held in certificated form. Provided however
that where any stock is held in uncertificated form, the Directors may require the
system-member holding the stock in uncertificated form to transfer the stock to the person to
whom the stock is sold or disposed and the Directors may make such further arrangements as
they deem necessary to affect any such sale or disposal.
 Member whose stock has been forfeited shall cease to be a member but remains liable
 36.
    
    A person whose stock has been forfeited shall cease to be a member in respect of the forfeited
stock, but shall, notwithstanding, remain liable to pay to the Bank all moneys which, at the
date of forfeiture, were payable by him to the Bank in respect of the stock, but his liability
shall cease if and when the Bank shall have received payment in full of all such moneys in
respect of the stock.
 Declaration of forfeiture
 37.
    
    A statutory declaration that the declarant is a Director or the Secretary of the Bank, and
that the stock in the Bank has been duly forfeited on a date stated in the declaration, shall
be conclusive evidence of the facts therein stated as against all
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persons claiming to be entitled to the stock. The Bank may receive the consideration, if
any, given for the stock on any sale or disposition thereof and may effect a transfer of the
stock in accordance with Bye-Law 35 in favour of the person to whom the stock is sold or
disposed of and he shall thereupon be registered as the holder of the stock, and shall not
be bound to see to the application of the purchase money, if any, nor shall his title to the
stock be affected by any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the stock.
 Provisions as to forfeiture to apply to any sum payable in respect of stock
 38.
    
    The provisions of these Bye-Laws as to forfeiture shall apply in the case of non-payment of
any sum which, by the terms of issue of stock, becomes payable at a fixed time, whether on
account of the nominal value of the stock or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
 INCREASE OF CAPITAL STOCK
 Power to enlarge capital stock
 39.
    (a)
    The members of the Bank in General Court may at any time and from time to time by
resolution enlarge the capital stock of the Bank by such amount as they think proper.(b)
    Whenever the capital stock of the Bank is so enlarged, the Directors may,
subject to the provisions of Bye-Laws 4, 5, 6 and 7, issue stock to such amount not
exceeding the amount of such enlargement as they think proper and may issue such stock
at par or at a premium and may receive from any person subscriptions in money or
moneys worth for such stock.(c)
    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
 40.
    (a)
    Subject to the provisions of, and to the extent permitted by, the Acts, to any rights
conferred on the holders of any class of stock in the capital of the Bank
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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 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
 41.
    
    For the purposes of any resolution of the Bank proposing to determine, in accordance with
Section 209 of the Companies Act, 1990 the re-issue price range at which any unit of treasury
stock for the time being held by the Bank may be re-issued off-market:
 (a)
    
    The minimum price at which any units of treasury stock may be re-issued
off-market for the purposes of any of the schemes (as defined below) shall be the issue
price as provided for in such scheme and in all other circumstances shall be
ninety-five per cent. of the Appropriate Price (as defined below);(b)
    
    The maximum price at which any units of treasury stock may be re-issued
off-market shall be one hundred and twenty per cent. of the Appropriate Price; and(c)
    
    For the purposes of paragraphs (a) and (b) of this Bye-Law the expression the
schemes shall mean the Bank of Ireland Group Employee Stock Issue
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Scheme  1997 for Ireland and the United Kingdom respectively, the Bank of Ireland Group
Stock Scheme  1996, and any other scheme or plan from time to time which involves the
issue of Ordinary Stock and which has been approved by the members at a General Court of
the Bank; and Appropriate Price shall mean the average of the closing quotation prices
as published in the Irish Stock Exchange Daily Official List (or any successor
publication thereto) of units of stock of the same class as that of the treasury stock
which is to be re-issued for the five business days immediately preceding the day of
re-issue; and, in respect of any business day on which there shall be no dealing in the
units of stock of that class on the Irish Stock Exchange, the price which is equal to (i)
the mid-point between the high and low market guide prices in respect of such units of
stock for such business day; or (ii) if there shall be only one such market guide price
so published, the market guide price so published; such prices shall be as published in
the Irish Stock Exchange Daily Official List (or any successor publication thereto).
 GENERAL COURTS
 All General Courts to be held in the State
 42.
    
    All General Courts shall be held in the State.
 Annual General Court
 43.
    
    The Bank shall in each year hold a General Court as its Annual General Court in addition to
any other General Court in that year, and shall specify the Court as such in the notices
calling it; and not more than 15 months shall elapse between the date of one Annual General
Court and that of the next. Subject thereto, the Annual General Court in each year shall be
convened by the Directors for such day as they shall think fit.
 Distinction between Ordinary General Court and Extraordinary General Court
 44.
    
    All General Courts other than Annual General Courts shall be called Extraordinary General
Courts.
 Directors power to convene Extraordinary General Court
 45.
    
    The Directors may, whenever they think fit, convene an Extraordinary General Court.
 Extraordinary General Court called for by members
 46.
    (a)
    Without prejudice to the provisions of Bye-Laws 4, 5, 6 and 7 the Directors shall, on
the requisition of members of the Bank entitled to vote on a poll at a General Court and
together holding at the date of the deposit of the requisition not less than one-tenth of the
nominal amount of the Ordinary Stock of the Bank then in issue in respect of which one tenth
they have a right to vote on a poll, forthwith proceed duly to convene an Extraordinary
General Court.(b)
    The requisition must state the objects of the General Court and must be signed
by the requisitionists and deposited at the Office and may consist of several documents
in like form each signed by one or more requisitionists.
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(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.
 NOTICE OF GENERAL COURTS
 Notice of General Courts
 47.
    (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
 48.
    

    The accidental omission to give notice of a General Court to, or the non-receipt of notice
thereof by any person entitled to receive notice shall not invalidate the proceedings at the
General Court.
 PROCEEDINGS AT GENERAL COURTS
 Proceedings at General and Extraordinary General Courts
 49.
    (a)
    All business shall be deemed special that is transacted at an Extraordinary General
Court, and also all that is transacted at an Annual General Court, with
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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
 50.
    
    No business shall be transacted at any General Court unless a quorum of members is present at
the time when the Court proceeds to business; save as herein otherwise provided, ten persons
present in person or by proxy and entitled to vote shall be a quorum.
 If required quorum not present General Court to be adjourned
 51.
    
    If within half an hour from the time appointed for the General Court a quorum is not present,
the Court, if convened upon the requisition of members, shall be dissolved, in any other case
it shall stand adjourned to the same day in the next week, at the same time and place or to
such other day and at such other time and place as the Directors may determine, and if at the
adjourned Court a quorum is not present within half an hour from the time appointed for the
Court, the members present shall be a quorum.
 Chairman of General Court
 52.
    
    The Governor, or in his absence a Deputy Governor, shall preside as Chairman at every General
Court, but if none of them is present within 15 minutes after the time appointed for the
holding of the Court and willing to act, the Directors present shall elect one of their number
to be Chairman of that Court.
 If no Director present members to choose Chairman
 53.
    
    If at any General Court no Director is willing to act as Chairman or if no Director is present
within 15 minutes after the time appointed for holding the Court, the members present shall
choose one of their number to be Chairman thereof.
 Chairman with consent may adjourn General Court
 54.
    
    The Chairman may, with the consent of any General Court at which a quorum is present, and
shall if so directed by the Court, adjourn the Court from time to time and from place to
place, but no business shall be transacted at any adjourned Court other than the business left
unfinished at the Court from which the adjournment took place. When a Court is adjourned for
30 days or more, notice of the adjourned Court shall be given as in the case of an original
Court. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of
the business to be 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.
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How questions are to be decided
 55.
    
    At any General Court a resolution put to the vote of the Court shall be decided on a show of
hands unless, before the show of hands or before or on the declaration of the result of the
show of hands, a poll is demanded:
 (a)
    
    by the Chairman; or(b)
    
    by at least nine members of the Bank present in person or by proxy and entitled
to vote on a poll.
  Poll to be taken if demanded
 56.
    
    Except as provided in Bye-Law 58, if a poll is duly demanded it shall be taken in such manner
as the Chairman directs, and the result of the poll shall be deemed to be the resolution of
the General Court at which the poll was demanded.
 Equality of votes
 57.
    
    Where there is an equality of votes, whether on a show of hands or on a poll, the Chairman of
the General Court at which the show of hands takes place or at which the poll is demanded,
shall be entitled to a second or casting vote.
 Poll demanded on election of Chairman or adjournment to be taken forthwith
 58.
    
    A poll demanded on the election of a Chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time as the Chairman
of the General Court directs, and any business other than that on which the poll is demanded
may be proceeded with pending the taking of the poll.
 VOTES OF MEMBERS
 Number of votes of members
 59.
    (a)
    Without prejudice to the provisions of Bye-Laws 4, 5, 6 and 7 at any General Court, on a
show of hands every member being the holder of at least one unit of Ordinary Stock of the Bank
(including the Governor and Deputy Governor and any other person who may be Chairman of the
Court) present in person and every proxy for every such member shall have one vote so however
that no individual shall have more than one vote; and on a poll every member (including the
Governor and Deputy Governor and any other person who may be Chairman of the Court) present in
person or by proxy shall have one vote for each unit of Ordinary Stock of the Bank.(b)
    On a poll, a person entitled to more than one vote need not use all his votes
or cast all the votes he uses in the same way.(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
 60.
    (a)
    Any member of the Bank may be required by notice from the Directors to declare by
statutory declaration whether he is beneficially entitled to the Ordinary Stock of the Bank of
which he is the registered holder and if he is not beneficially entitled to the whole or any
part of such Ordinary Stock to disclose and specify every person in trust for whom or on whose
behalf the member
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holds the same; and where any member has been required to make such declaration as
aforesaid, he must do so within 14 days after the date of service of the notice (the
prescribed period).(b)
    If any member or any person appearing to be interested in Ordinary Stock in the
Bank held by such member has been duly served with a notice under this Bye-Law and is
in default for the prescribed period in supplying to the Bank the information thereby
required, then the Directors may, in their absolute discretion at any time thereafter
by notice (a disenfranchisement notice) to such member, direct that in respect of the
Ordinary Stock in relation to which the default occurred (the default stock) (which
expression shall include any further Ordinary Stock which is issued in respect of such
Ordinary Stock), the member shall not be entitled to attend or to vote, either
personally or by proxy, at any General Court of the Bank or to exercise any other
rights conferred by membership in relation to General Courts of the Bank.(c)
    Where the default stock represents at least five per cent. of the Ordinary
Stock then in issue (or such other percentage as may be determined under the provisions
of Section 70 of the Companies Act, 1990), then the disenfranchisement notice may
additionally direct that:
 (i)
    
    any dividend (or part thereof) or other money which would otherwise be
payable in respect of the default stock shall be retained by the Bank without any
liability to pay interest thereon when such money is finally paid to the member;
and/or(ii)
    
    no transfer of any Ordinary Stock held by such member shall be registered
unless:
 1)
    
    the member is not himself in default as regards supplying
the information required; and2)
    
    the transfer is part only of the members holding and when
presented for registration is accompanied by a certificate by the member in a
form satisfactory to the Directors to the effect that after due and careful
enquiry, the member is satisfied that none of the Ordinary Stock, the subject
of the transfer, is default stock.
 In relation to any stock which is held in uncertificated form, the prohibition of
transfers in this paragraph shall not be effective to the extent that it is inconsistent
with the Regulations, the transfer of title to such stock by means of a relevant system
or the rules and requirements of the relevant system.(d)
    The Bank shall send to each other person appearing to be interested in the
Ordinary Stock the subject of any disenfranchisement notice, a copy of the
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.
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(f)
    Any disenfranchisement notice shall cease to have effect in relation to any
Ordinary Stock which is transferred by such member by means of an approved transfer.(g)
    For the purposes of this Bye-Law:
 (i)
    
    A person shall be treated as appearing to be interested in any Ordinary
Stock if the member holding such Ordinary Stock has given to the Bank a notification
under this Bye-Law which either:
 1)
    
    names such person as being so interested; or2)
    
    fails to establish the identities of those interested in
the stock; and after (taking into account the said notification and any other
relevant notification under this Bye-Law 60), the Bank knows or has
reasonable cause to believe that the person in question is or may be
interested in the stock; and
 (ii)
    
    A transfer of Ordinary Stock is an approved transfer if, but only if:
 1)
    
    the Directors are satisfied that the transfer is made
pursuant to a sale of the whole of the beneficial ownership of the Ordinary
Stock to a party unconnected with the member and with other persons appearing
to be interested in such stock; or2)
    
    the transfer results from a sale made through a recognised
Stock Exchange.
 (h)
    Where any stock the subject matter of a disenfranchisement notice under
paragraph (c) above is held in uncertificated form, the Directors may, subject to the
Regulations, take such further steps (including requiring that such stock be converted
into certificated form) as the Directors shall think fit for the purpose of giving
effect, so far as practicable, to the prohibition of transfers in sub-paragraph (c)(ii)
above.
 Joint stockholders
 61.
    
    Where there are joint holders, the vote of the senior who tenders a vote shall be accepted to
the exclusion of the votes of the other joint holders; and for this purpose, seniority shall
be determined by the order in which the names stand in the Register.
 How members non compos mentis may vote
 62.
    
    A member of unsound mind, or in respect of whom an order has been made by a court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee,
receiver, guardian or other person appointed by that court, and any such committee, receiver,
guardian or other person may vote by proxy on a show of hands or on a poll.
 No member in arrear may vote
 63.
    
    No member shall be entitled to vote at any General Court unless all calls or other sums
immediately payable by him in respect of capital stock of the Bank have been paid.
 No objections to be raised to qualification of voter except at General Court or adjournment
 64.
    
    No objection shall be raised to the qualification of any voter except at the General Court or
adjourned Court at which the vote objected to is given or tendered, and every vote not
disallowed at such Court shall be valid for all purposes. Any such objection made in due time
shall be referred to the Chairman of the Court, whose decision shall be final and conclusive.
 59




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Votes may be given in person or by proxy
 65.
    
    Votes may be given either personally or by proxy. A member shall not be entitled to appoint
more than one proxy to attend on the same occasion; save that where a member holds a separate
holding of stock as trustee or nominee for some other person, the member shall be entitled to
appoint a separate proxy in respect of each such separate holding.
 Proxy to be given in writing by appointer or attorney
 66.
    
    The instrument appointing a proxy shall be in writing under the hand of the appointer or of
his attorney duly authorised in writing, or, if the appointer is a body corporate, either
under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a
member of the Bank.
 Deposit of proxy
 67.
    
    The instrument appointing a proxy and the power of attorney or other authority, if any, under
which it is signed, or a notarially certified copy of that power or authority shall be
deposited at the Office or at such other place within the State as is specified for that
purpose in the notice convening the General Court, not less than 48 hours before the time for
holding the Court or adjourned Court at which the person named in the instrument proposes to
vote, or, in the case of a poll, not less than 48 hours before the time appointed for the
taking of the poll, and, in default, the instrument of proxy shall not be treated as valid.
 Form of proxy
 68.
    
    An instrument appointing a proxy shall be in writing in any usual or common form or in any
other form which the Directors may accept or approve.
 Proxy to be deemed to confer authority to demand poll
 69.
    
    The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll.
 Vote by proxy to be available although authority revoked or stock transferred
 70.
    (a)
    A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy or
of the authority under which the proxy was executed or the transfer of the stock in respect of
which the proxy is given, if no intimation in writing of such death, insanity, revocation or
transfer as aforesaid is received by the Bank at the registration department of the Bank or at
such other place as the Directors may appoint, at least two hours before the time specified in
the relevant notice of the meeting of the General Court or adjourned Court at which the proxy
is used.(b)
    When two or more valid but differing instruments of proxy are delivered in
respect of the same stock for use at the same meeting, the one which is last delivered
(regardless of its date or of the date of its execution) shall be treated as replacing
and revoking the others as regards that stock and if the Bank is unable to determine
which was last delivered, none of them shall be treated as valid in respect of that
stock.
 BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS
 Bodies corporate acting by representatives at meetings
 71.
    
    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-
 60




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Laws shall include where such person is a body corporate its representative duly authorised
in accordance with this Bye-Law.
 DIRECTORS
 Number of Directors
 72.
    
    The number of Directors (including the Governor and Deputy Governor) shall not be less than 10
and not more than 18.
 Remuneration of Directors
 73.
    
    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
 74.
    
    If any Director shall devote to the business of the Bank or any subsidiary of the Bank either
his whole time and attention or more of his time and attention than in the opinion of the
Directors would usually be so devoted by a person holding such office, or shall undertake or
perform any duties or services other than those which, in the opinion of the Directors would
usually be undertaken or performed by a person holding such office, or shall be called upon to
perform and shall perform extra services or make any special exertions for any of the purposes
of the Bank or any subsidiary of the Bank or shall serve on any committee, then, and in any of
such cases the Directors may remunerate the Director concerned either by a fixed sum, annual
or otherwise, or in such other manner (including, but without limitation, the payment of or
arrangement for the purpose of providing any pension or other retirement allowance or
gratuity) as shall be determined by the Directors and such remuneration may at the discretion
of the Directors be either in addition to or in substitution for all or any part of any other
remuneration to which such Director may be entitled under these Bye-Laws.
 Residence and stock qualifications of Directors
 75.
    (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
 76.
    
    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
 61




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##### 



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
 77.
    
    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
 78.
    (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
 79.
    
    The business of the Bank shall be managed by the Directors, who may exercise all such powers
of the Bank as are not, by the Charter, the Bank Acts or these Bye-Laws required to be
exercised by the Bank in General Court, subject, nevertheless, to any of the provisions of the
Charter, the Bank Acts or these Bye-Laws and to such directions, not being inconsistent with
the aforesaid provisions, as may be given by the Bank in General Court; but no direction given
by a General Court shall invalidate any prior act of the Directors which would have been valid
if that direction had not been given.
 Directors power to appoint attorney
 80.
    
    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.
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Director who is interested in contract with the Bank must disclose his interest
 81.
    (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
 82.
    
    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
 83.
    
    Any Director may act by himself or his firm in a professional capacity for the Bank, and he or
his firm shall be entitled to remuneration for professional services as if he were not a
Director; but nothing herein contained shall authorise a Director or his firm to act as
Auditor to the Bank.
 Signing of cheques etc.
 84.
    
    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
 85.
    
    
    The Directors shall cause minutes to be made in books provided for that purpose: (a)
    
    of all appointments made by the Directors;
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(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
 86.
    
    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
 87.
    
    The office of Director shall be vacated if the Director:
 (a)
    
    ceases to be a Director by virtue of Bye-Law 75 (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 76 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
 88.
    (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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MANAGING AND EXECUTIVE DIRECTORS
 Appointment of Managing Director and Executive Directors
 89.
    
    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 91 and be re-appointed at the meeting at which such retirement took effect.
 Directors may empower Managing Director to act for Bank
 90.
    
    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
 91.
    
    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
 92.
    
    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
 93.
    
    A retiring Director shall be eligible for re-election.
 Power of General Court to fill a vacancy caused by retirement of Director
 94.
    
    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
 95.
    
    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.
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When Directors may fill office of Director
 96.
    
    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 72. 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
 97.
    
    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
 98.
    
    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 96 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 72. 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
 99.
    (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
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documents in the like form each signed by one or more Directors, and such resolution or
other document or documents when duly signed may be delivered or transmitted (unless the
Directors shall otherwise determine either generally or in any specific case) by
facsimile transmission or some other similar means of transmitting the contents of
documents.
 Directors quorum
 100.
    
    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
 101.
    (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 101 to be a material interest in all circumstances).(v)
    
    Any proposal concerning the adoption, modification or operation of a
superannuation fund or retirement benefit scheme or stock ownership or stock option
scheme under which he may benefit and which has been approved by or is subject to
and conditional upon approval by the Revenue Commissioners for taxation purposes.
 (c)
    
    Where proposals are under consideration concerning the appointment (including
fixing or varying the terms of appointment) of two or more Directors to offices or
places of profit under the Bank or any company in which the Bank is interested, such
proposals may be divided and considered in relation to each Director separately and in
such cases each of the Directors concerned (if not
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debarred from voting under the proviso to paragraph (b) (iv) of this Bye-Law) shall be
entitled to vote (and be counted in the quorum) in respect of each resolution except that
concerning his own appointment.(d)
    
    If any question shall arise at any Court of Directors or any meeting of a
committee appointed by the Directors as to the materiality of a Directors interest or
as to the entitlement of any Director to vote and such question is not resolved by his
voluntarily agreeing to abstain from voting, such question shall be referred to the
Chairman of the Court of Directors or the meeting of the committee and his ruling in
relation thereto shall be final and conclusive except in a case where the nature or
extent of the interest of the Director concerned has not been fairly disclosed.(e)
    
    The Bank may in General Court at any time suspend or relax the foregoing
provisions of this Bye-Law 101 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 101.(f)
    
    For the purpose of this Bye-Law connected person or person connected with a
Director is defined as:
 (i)
    
    a person is connected with a Director if, but only if, he is:
 a)
    
    that Directors spouse, parent, brother, sister or child;b)
    
    a person acting in his capacity as the trustee of any
trust, the principal beneficiaries of which are the Director, his spouse, or
any of his children or any body corporate which he controls; orc)
    
    a partner of that Director;
 unless that person is also a Director of the Bank;(ii)
    
    a body corporate shall also be deemed to be connected with a Director if
it is controlled by that Director;(iii)
    
    for the purposes of this definition, a Director shall be deemed to
control a body corporate if, but only if, such Director is alone or together with
any of the persons referred to in sub-paragraphs (a), (b) or (c) of (f)(i) above,
interested in more than one-half of the equity share capital of that body or
entitled to exercise or control the exercise of more than one-half of the voting
power at any general meeting of that body;
  Directors may act notwithstanding a vacancy in number
 102.
    
    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
 103.
    
    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
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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
 104.
    
    The Directors may make such arrangements as they think fit for the management, organisation
and administration of the Bank either in the State or elsewhere. For these purposes:
 (a)
    
    The Directors may establish any committee or committees consisting of one or
more Directors and the Directors may appoint to any such committee such other person or
persons as they think fit provided that at any time the majority of members of any such
committee shall be Directors and no resolution of that committee shall be effective
unless a majority of the members of the committee present at the meeting are Directors.(b)
    
    The Directors may establish divisional, local or management boards to which
they may appoint any person or persons as members to be divisional directors, local
directors or management directors.(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
 105.
    
    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 104 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
 106.
    
    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
 107.
    
    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.
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Acts of Directors or committees to be valid notwithstanding defect in appointment
 108.
    
    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.
 SECRETARY
 Appointment of Secretary
 109.
    
    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
 110.
    
    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
 111.
    (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 111 (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 111 (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.
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DIVIDENDS AND RESERVES
 Declaration of dividends by General Court
 112.
    
    A General Court may declare dividends but no dividend shall exceed the amount recommended by
the Directors and no dividend on the Ordinary Stock may be declared unless the dividend on the
Dollar Preference Stock, the Sterling Preference Stock, the euro Preference Stock and the 2005
Preference Stock most recently payable prior to the relevant General Court shall have been
paid in cash.
 Directors may pay interim dividends
 113.
    
    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, the euro Preference Stock and the 2005 Preference Stock most
recently payable prior to the date of the Directors resolution to pay such interim dividend
shall not have been paid in cash. Where the Directors have acted bona fide, they shall not
incur any responsibility to the holders of any stock conferring a preference which may at any
time be issued for any damage they may suffer by reason of the payment of an interim dividend
on any stock ranking after such preference stock. A resolution of the Directors declaring any
interim dividend shall (once announced) be irrevocable and shall have the same effect in all
respects as if such dividend had been declared upon the recommendation of the Directors by a
resolution of the Bank. Subject as aforesaid, if at any time the capital stock of the Bank is
divided into different classes, the Directors may pay such interim dividends in respect of
those units of capital stock of the Bank which confer on the holders thereof deferred or
nondeferred rights as well as in respect of those units of capital stock of the Bank which
confer on the holders thereof preferential rights with regard to dividends. The Directors may
also pay half-yearly or at other suitable intervals to be settled by them any dividend which
may be payable at a fixed rate if they are of the opinion that the profits available for
distribution justify the payment.
 Dividends to be paid out of profits
 114.
    
    No dividend shall be paid otherwise than out of profits.
 Reserve funds
 115.
    (a)
    The Directors may, before recommending any dividends, set aside out of the profits of the
Bank such sums as they think proper as a reserve or reserves which shall, at the discretion of
the Directors be applicable for any purpose to which the profits of the Bank may be properly
applied, and pending such application may, at the like discretion, either be employed in the
business of the Bank or be invested in such investments as the Directors may lawfully
determine. The Directors may also, without placing the same to reserve, carry forward any
profits which they may think it prudent not to divide.(b)
    The Directors shall not set aside out of profits and carry to any reserve fund
referred to in sub-paragraph (a) of this Bye-Law or carry forward in the manner
described in sub-paragraph (a) of this Bye-Law any sum then required for payment of the
dividend payable on any Dollar Preference Stock, Sterling Preference Stock, euro
Preference Stock or the 2005 Preference Stock.(c)
    If at any time there shall be insufficient profits standing to the credit of
the profit and loss account of the Bank (or any other of the Banks accounts or
reserves and available for distribution) for the payment of any such dividend, the
Directors shall withdraw from any such reserve fund referred to in sub-paragraph (a) of
this Bye-Law such sums as may be required for the payment of any such dividend (and so
that the Directors shall not require the consent of the Bank in General Court to any
such withdrawal). Any sum so withdrawn (and
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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
 116.
    
    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
 117.
    
    The Directors may deduct from any dividend payable to any member all sums of money (if any)
immediately payable by him to the Bank on account of calls or otherwise in relation to the
capital stock of the Bank.
 Power to direct payment of dividends by distribution of specific profits
 118.
    
    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
 119.
    
    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
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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 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 129;(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);
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(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
 120.
    
    Any dividend, interest or other moneys payable in cash in respect of any stock may be paid by
cheque or warrant sent through the post directed to the registered address of the holder, or,
where there are joint holders, to the registered address of that one of the joint holders who
is first named in the Register or to such person and to such address as the holder or joint
holders may in writing direct. Every such cheque or warrant shall be made payable to the order
of the person to whom it is sent. Any such dividend, interest or other moneys payable in cash
in respect of any stock may also be paid by use of or through the Electronic Funds Transfer
system or any other electronic means to an account designated by the holder or joint holders
as the case may be. Any one of two or more joint holders may give effectual receipts for any
dividends, bonuses or other moneys payable in respect of the stock held by them as joint
holders.
 Dividends not to bear interest
 121.
    
    No dividend shall bear interest against the Bank.
 Unclaimed Dividends
 122.
    (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
 123.
    (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
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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 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
 124.
    
    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.
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Books of account to be kept at the Office and available for inspection of Directors
 125.
    
    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
 126.
    
    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
 127.
    
    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
 128.
    
    A copy of the balance sheet and profit and loss account and group accounts which are to be
laid before the Annual General Court together with a copy of the Directors report and
Auditors report shall, not less than 21 days before the date of the Annual General Court be
sent to every member of the Bank and other persons entitled to receive the same. Provided if
the Directors be of opinion that and shall so resolve that for any reason it is unlikely that
delivery of copies of the balance sheet, profit and loss account and group accounts, together
with copies of the Directors report and Auditors report and any other documents can be
effected on members or any of them by post, then and in any such case the Directors may
publish the balance sheet, profit and loss account and group accounts together with the
Directors report and Auditors report and any other documents which are to be laid before the
Annual General Court, not less than twenty-one days before the date of the Annual General
Court to members whose registered addresses are within the State and by advertisement thereof
in at least one national daily newspaper in the State and to members whose registered
addresses are outside the State by advertisement thereof in at least one London daily
newspaper in respect of the United Kingdom and in the Wall Street Journal or such other daily
newspaper in respect of the United States as the Directors shall in the circumstances consider
appropriate; and upon such publication copies of the accounts and reports so advertised will
be deemed to have been sent to members and any other persons entitled to receive the same; in
any such case the Bank shall send confirmatory copies of all the documents referred to above
by post if at least forty-eight hours prior to the Annual General Court the posting of
documents to addresses within the State again becomes practicable.
 CAPITALISATION OF RESERVES
 Power of General Court to capitalise reserves
 129.
    
    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
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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
 130.
    
    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
 131.
    
    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
 132.
    
    A notice may be given by the Bank to any member either personally or by sending it by post to
him to his registered address or by delivering it to his registered address. Where a notice is
sent by post, service of the notice shall be deemed to be effected by properly addressing,
prepaying and posting a letter containing the notice, and to have been effected in the case of
the notice of a meeting at the expiration of 24 hours after the letter containing the same is
posted, and in any other case at the time at which the letter would be delivered in the
ordinary course of post. Provided, if the Directors shall be of opinion and shall so resolve
that for any reason it is unlikely that delivery of a notice to be given by the Bank to
members or any of them can be effected by post, then and in any such case the notice may be
given to members whose registered addresses are in the State by advertisement thereof
published in at least one national daily newspaper in the State or to members whose registered
addresses are outside the State by advertisement thereof published in at least one London
daily newspaper, in respect of the United Kingdom and in the Wall Street Journal or such other
daily newspaper in respect of the United States as the Directors shall in the circumstances
consider appropriate; in any such case where the notice is in respect of a General Court the
Bank shall send confirmatory copies of the notice by post if
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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
 133.
    
    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
 134.
    (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
 135.
    
    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.
   Service on transfer or transmission of stock
 136.
    
    Every person who becomes entitled to stock shall be bound by any notice in respect of that
stock which before his name is entered in the Register in respect of such stock has been duly
given to a person from whom he derives his title provided the provisions of this paragraph
shall not apply to any notice served under Bye-Law 60 unless no change in the beneficial
ownership of the stock has occurred.
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MISCELLANEOUS
 Use of computers, etc. for certain Bank records
 137.
    
    Any register (including the Register) or other record of the Bank may be kept by recording the
matters in question otherwise than by making entries in bound books and the power to keep any
such register or other record by recording the matters in question otherwise than by making
entries in bound books includes power to keep such register or other record or recording the
matters in question otherwise than in a legible form so long as the recording is capable of
being reproduced in a legible form. If any such register or other record of the Bank is kept
by the Bank by 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
 138.
    (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.
 
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Destruction of stock transfer forms and cancelled stock certificates
 139.
    
    Subject as hereinafter provided the Bank shall be entitled to destroy all instruments of
transfer of stock in the Bank which shall have been registered at any time after the
expiration of six years from the date of registration thereof and all registered stock
certificates and dividend mandates which have been cancelled or have ceased to have effect at
any time after the expiration of three years from the date of cancellation or cessation
thereof and all notifications of change of address after the expiration of three years from
the date of the recording thereof and it shall be conclusively presumed in favour of the Bank
that every instrument of transfer so destroyed was a valid and effective instrument duly and
properly registered and that every stock certificate so destroyed was a valid and effective
instrument duly and properly cancelled and that every other document hereinbefore mentioned so
destroyed was a valid and effective document in accordance with the recorded particulars
thereof in the books or records of the Bank provided that:
 (i)
    
    the foregoing provisions of this Bye-Law shall apply only to the destruction of
a document in good faith and without notice of any claim (regardless of the parties
thereto) to which the document is or might be relevant;(ii)
    
    nothing herein contained shall be construed as imposing on the Bank any
liability in respect of the destruction of such document earlier than as aforesaid or
in any case where the conditions of paragraph (i) are not fulfilled, (or in any other
circumstances which would not attach to the Bank in the absence of this Bye-Law).
  (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
 140.
    
    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
 141.
    
    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
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aforesaid and as provided in Bye-Law 76) shall not be required to take make or subscribe any
such oath or declaration as is mentioned in the Charter.
 Indemnity
 142.
    
    Subject to any contract with the Bank and so far as may be permitted by law, every Director,
every member of a committee appointed by the Directors and every officer of the Bank shall be
indemnified out of its funds against all costs, charges, expenses, losses and liabilities
incurred by him in the conduct of the business of the Bank or in the discharge of his duties
in good faith and without wilful default or neglect.
 Insurance against liability of Directors and Officers
 143.
    
    The Directors shall have the power to purchase and maintain for the benefit of any persons who
are or were at any time Directors or Officers of the Bank insurance against any liability
incurred by such persons in respect of any act or omission in the execution or discharge of
their duties or in the exercise of their powers, and the Directors shall be entitled to vote
and be counted in the quorum in respect of any resolution concerning the purchase of such
insurance.
 Record dates
 144.
    
    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
 SPECIAL RESOLUTIONS
  5
    
    To consider and if thought fit pass the following resolution as a special resolution:-
 THAT
 (a)
    
    the Bank and/or any subsidiary (as such expression is defined by Section 155 of the
Companies Act, 1963) of the Bank be generally authorised to make market purchases (as
defined by Section 212 of the Companies Act, 1990 (the 1990 Act)) of units of Ordinary
Stock of the Bank having a nominal value of 0.64 each on such terms and conditions and in
such manner as the Directors or, as the case may be, the directors of such subsidiary, may
from time to time determine but subject, however, to the provisions of the 1990 Act and to
the following restrictions and provisions:
 (i)
    
    The maximum number of units of Ordinary Stock authorised to be acquired
pursuant to the terms of this resolution shall, subject to the proviso hereinafter set
out, not exceed 95,732,060 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 Stg£1 each of the Bank (the Sterling Preference Stock) and units of
Non-Cumulative Preference Stock of 1.27 each of the Bank (the euro Preference Stock) on
such terms and conditions and in such manner as the Directors or, as the case may be, the
directors of such subsidiary, may from time to time determine but subject, however, to the
provisions of the 1990 Act and to the following restrictions and provisions:
 (i)
    
    The maximum number of units of Sterling Preference Stock authorised to be
acquired pursuant to the terms of this resolution shall, subject to the proviso
hereinafter set out, not exceed 1,876,090 units;(ii)
    
    The minimum and maximum prices which may be paid for any such units of Sterling
Preference Stock shall be determined in accordance with Bye-Law 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 5 January 2007 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..
 6 July 2005
 82