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**Exhibit 4.4**
**BANK OF IRELAND****RESTRICTED STOCK PLAN — 2006****Established by the Bank in General Court****On       **•**       2006**
 

 
**CONTENTS**           **Page** **1.** **DEFINITIONS AND INTERPRETATION**  **1** **2.** **ELIGIBILITY**  **2** **3.** **GRANT OF AWARDS**  **2** **4.** **LIMITS**  **3** **5.** **RELEASE OF SHARES TO PARTICIPANTS; TERMINATION OF AWARDS**  **4** **6.** **TAKE-OVER, RECONSTRUCTION AND WINDING -- UP**  **5** **7.** **VARIATION OF CAPITAL**  **5** **8.** **ALTERATIONS**  **6** **9.** **MISCELLANEOUS**  **6** **10.** **GOVERNING LAW AND JURISDICTION**  **7** **11.** **TERMINATION OF THE PLAN**  **7** 
 

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**1.** **DEFINITIONS AND INTERPRETATION**  In this Plan, the words and expressions set out below shall have the meaning specified unlessotherwise specifically provided and references to “Acts” refer to Acts of the Oireachtas andany references to a provision of an Act of the Oireachtas shall include any amendment,modification, re-enactment or extension of its for the time being in force.   “**Accounting Period**” means any period in respect of which the Bank prepares an annual reportand financial statements;   “**Announcement Date**” means the date on which the Bank makes an announcement of its finalresults for the preceding Accounting Period;   “**Award**” means an award of Units of Stock granted pursuant to sub-rule (1) of Rule 3;   “**the Bank**” means The Governor and Company of the Bank of Ireland;   “**Basic Remuneration**” means the basic salary or wages paid by a Group Company to an employeein the relevant Plan Year excluding bonus, commissions or other fluctuating emoluments;   “**Code of Conduct for Group Employees**” means guidelines that specify the periods during whichsenior management of a Group Company may deal in Bank Stock;   “**Control**” means control within the definition given by Section 432 of the Taxes ConsolidationAct 1997;   “**the Court**” means the Court of Directors of the Bank or a duly authorised committee thereof;   “**the Grant Date**” means the date on which an Award was granted;   “**Group Company**” means the Bank or any other company of which the Bank has Control;   “**the Group Remuneration Committee**” means the group remuneration committee of the Court savethat upon the occurrence of any of the corporate events described in Rule 6, then the termmeans the Group Remuneration Committee of the Court as constituted immediately before suchevent occurs;   “**Initial Market Value**” means for any Plan Year the value of a Unit of Stock as determinedunder the SSI for purposes of the Scheme Year (as defined in the SSI) that corresponds tosuch Plan Year;   “**Internal Reorganisation**” means an event contemplated by sub-rule (1) of Rule 6 the result ofwhich is that the Bank will be under the Control of another company or the business of theBank is carried on by another company and the persons who owned the shares in the Bankimmediately before the change of Control will immediately afterwardsown more than 75% of the shares in that other company;   “**Participant**” means a person who holds an Award granted under the Plan;   “**the Plan**” means the Bank of Ireland Restricted Stock Plan — 2006 as herein set out butsubject to any alterations or additions made under Rule 8;   “**Plan Year**” means each year during the operation of the Plan being the twelve months to theend of the relevant Accounting Period;   “**the SSI**” means the Bank of Ireland Staff Stock Issue  — 2006 Scheme;
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  “**Trust**” means the Trust established by the Bank for the purpose of satisfying Awards grantedunder the Plan, “**Trustee**” means the trustee of the Trust and “**Trust Agreement**” means theagreement between the Bank and the Trustee establishing the Trust.   “**Unit of Stock**” means a unit of Ordinary Stock in the capital of the Bank and “**Units ofStock**” and “**Stock**” and “**Ordinary Stock**” shall be construed accordingly. (2) Any reference in the Plan to any enactment includes a reference to that enactment as fromtime to time modified, extended or re-enacted. (3) Where the context so permits, the singular shall include the plural and vice versa. (4) Headings and words in italics are for guidance only and do not form part of the Plan.**2.** **ELIGIBILITY** (1) A person is eligible to be granted an Award for a Plan Year if (and only if) he or she: (a) Is employed on both the immediately preceding Announcement Date and the GrantDate as an executive director, an officer or an employee of a Group Company who isrequired to devote the whole or substantially the whole of his or her working time tohis or her office or employment with a Group Company, and  (b) Has been in the continuous employment of a Group Company for a period of not lessthan twelve months ending on the last day of the relevant Plan Year.**3.** **GRANT OF AWARDS** (1) Subject to sub-rule (3) of this Rule 3 and Rule 4, the Group Remuneration Committee may atits absolute discretion grant to any person who is eligible in accordance with Rule 2 an Awardfor a Plan Year consisting of a number of Units of Stock having a “Value” (being the productof the number of Units of Stock and the Initial Market Value) equal to the same percentage ofsuch person’s Basic Remuneration for such Plan Year that applies for purposes of the award offree Units of Stock under the SSI to participants in the SSI for the Scheme Year (as definedin the SSI) corresponding to such Plan Year; provided, however, that such percentage of BasicRemuneration shall in no event exceed 7.5%. Such Award shall be subject to the terms set outin the Plan and to any other objective conditions as the Group Remuneration Committee mayspecify on the Grant Date. (2) The Group Remuneration Committee may adopt such procedures as it thinks fit for grantingAwards, whether by issuing invitations or without issuing invitations. (3) An Award may only be granted: (a) within the period of 6 weeks beginning with: (i) the date on which the Plan is adopted by the Bank at the AnnualGeneral Court; or  (ii) the dealing day next following any Announcement Date; or  (iii) the removal of any restriction imposed under statute, order orregulation (including any regulation, order or requirement imposed by anyregulatory authority) which had previously prevented the grant of an Awardunder sub-paragraph (ii) above; or (b) at any other time when the circumstances are considered by the Group RemunerationCommittee to be sufficiently exceptional to justify its grant; and
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 (c) within the period of 10 years beginning with the date on which the Plan isadopted by the Bank.(4) An Award (and Units of Stock covered by an Award) shall not, except on the death of aParticipant, be capable of being sold, assigned, charged, pledged or otherwise transferred byhim or her and any purported sale, assignment, charge, pledge or other transfer shall causethe Award to lapse forthwith; and an Award shall lapse forthwith if the Participant isadjudged bankrupt. (5) There shall be no monetary consideration for the grant of an Award. (6) The Bank shall issue to each Participant an Award Certificate which shall be in such form asthe Group Remuneration Committee shall from time to time determine. The Award Certificateshall include details of: (a) the Grant Date in relation to the Award; and  (b) the number of Units of Stock subject to the Award.(7) As soon as is practicable following the Grant Date, the Bank shall contribute to the Trust anamount sufficient to acquire the aggregate number of Units of Stock awarded to EligibleEmployees on the Grant Date. The Trustees may purchase on the open market and/or subscribefor the appropriate number of Units of Stock in accordance with the provisions of the TrustAgreement. The Trustee shall establish a separate account in the name of each Participant tohold the Units of Stock covered by an Award to such Participant, and a separate account towhich any forfeitures occurring under the Plan shall be credited pending reallocation toParticipants. The accounts shall also hold any cash dividend or other distribution paid onUnits of Stock held therein until such distributions are payable pursuant to the Plan and theTrust Agreement. Units of Stock covered by an Award shall be released to the Participant bythe Trust in accordance with the provisions of Rules 5 and 6 hereof and the Trust Agreement. (8) In accordance with the applicable provisions of the Trust Agreement, a Participant will beentitled to: (a) receive the amount of any cash dividend or other distribution paid on Units ofStock awarded to the Participant and not yet released to the Participant; and  (b) provide directions to the Trustee regarding the exercise of any voting rightsattaching to Units of Stock awarded to the Participant.**4.** **LIMITS** (1) The Bank shall determine in its absolute discretion the amount of funds to be made availableto the Plan in respect of any Plan Year provided that in any calendar year not more than 5% ofthe consolidated profits (before tax and extraordinary items) for the last Accounting Periodimmediately preceding the relevant Grant Date shall be made available for the purchase on theopen market and/or subscription for Stock under this Plan and any similar profit sharing planestablished by the Bank and any of its subsidiaries. For this purpose profits shall be takeninto account on the basis of profits which are attributable to Group Companies whose employeesparticipate in the Plan or in any similar profit sharing plan established by the Bank and itssubsidiaries which will be operated in the relevant year. (2) No Awards shall be granted which would, at the time they are granted, cause the number ofUnits of Stock in the Bank which shall have been or may be issued in the period of ten yearsending with the date the Awards are granted, under the Plan or under any other employees’stock scheme adopted by the Bank, to exceed such number as represents 10% of the Units ofStock of the Bank in issue at that time.
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(3) Not more than 1% of the Units of Stock of the Bank in issue at the commencement of anycalendar year may be subscribed for or purchased in that year under this Plan or any otherprofit sharing scheme established by the Bank or any of its subsidiaries. (4) In determining the above limits: (a) No account shall be taken of Stock which is not new issue Stock;  (b) No account shall be taken of any Units of Stock where the right to acquire themunder any share option scheme operated by the Bank or any of its subsidiaries haslapsed, been renounced or otherwise become incapable of being exercised;  (c) Any Stock issued on the exercise or vesting of rights shall be taken intoaccount once only (when the rights are granted) and shall not fall out of account whenthe rights are exercised.(5) Subject to sub-rule 4(3) above, and to the extent permitted by the recognised institutionalinvestor guidelines, any Stock issued or issuable under a broadly based employee stock planincluding the Bank’s Employee Stock Issue Scheme — 1997, Staff Stock Issue — 2006 Scheme,the SIP, the Bank’s Sharesave Scheme and this Plan shall be disregarded for the purposes ofcalculating the amount of Stock which may be allocated for the subscription or purchase underthe Plan.**5.** **RELEASE OF SHARES TO PARTICIPANTS; TERMINATION OF AWARDS** (1) Subject to sub-rules (2), (3), (5) and (6) of this Rule 5 and Rule 6, the Units of Stockcovered by an Award shall be released to a Participant or his or her nominee on or as soon asreasonably practicable after the third anniversary of the Grant Date. (2) Subject to sub-rule (3) of this Rule 5, if any Participant ceases to be an executivedirector, an officer or an employee of a Group Company for any reason, including (withoutlimitation) resignation, early retirement or dismissal, any Award held by him or her shalllapse upon the date of such cessation. (3) If any Participant ceases to be an executive director, an officer or an employee of a GroupCompany by reason of: (a) death;  (b) permanent or long-term disability (each proved to the satisfaction of the GroupRemuneration Committee); or  (c) retirement on or after reaching contractual retirement age;  then the Units of Stock covered by an Award shall be released to him or her, his or hernominee or his or her personal representatives as soon as reasonably practicable after he orshe dies or ceases to be an executive director, officer or employee of a Group Company.(4) A Participant shall not be treated for the purposes of sub-rules (2) and (3) of this Rule 5as ceasing to be an executive director, an officer or an employee of a Group Company untilsuch date as he or she is no longer an executive director, an officer or an employee of anyGroup Company. (5) No Units of Stock shall be released to a Participant unless: (a) the Group Remuneration Committee considers that the release of the Units of Stockwould be lawful in the relevant jurisdiction; and  (b) if the Court so requires, the Participant has entered into such agreement withthe relevant Group Member either to remit to the Group Member or to the Trustee an
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   amount sufficient in the opinion of the Group Member to satisfy any federal or othergovernmental tax withholding obligation on the part of such Group Member relating toan Award (including, without limitation, FICA tax) or entered into arrangementsacceptable to that Group Member to secure that such a payment is made by authorisingthe sale of some or all of the Units of Stock on his or her behalf and the paymentto the relevant person of the relevant amount out of the proceeds of sale orotherwise.(6) The release of any Units of Stock under the Plan pursuant to an Award shall be subject to theprovisions of the Code of Conduct for Group Employees, or any replacement guidelines, inrelation to transactions in securities by directors and relevant employees or any otherregulation or enactment. Where the release of Units of Stock pursuant to an Award isprohibited at any time, such release shall instead take place as soon as reasonablypracticable after it is no longer prohibited. (7) All Units of Stock allotted under the Plan shall rank *pari passu*in all respects with theUnits of Stock of the same class for the time being in issue save as regards any rightsattaching to such Units of Stock by reference to a record date prior to the date of theallotment. (8) If Units of Stock of the same class as those allotted under the Plan are listed in The IrishStock Exchange Official List or The London Stock Exchange Official List (or any successor tothese exchanges), the Bank shall apply to the Irish Stock Exchange or the London StockExchange (or any successor to these exchanges) for any Units of Stock so allotted to beadmitted to the appropriate list.**6.** **TAKE-OVER AND WINDING — UP** (1) Subject to sub-rule (3) of this Rule 6, if: (a) any person obtains Control of the Bank as a result of making a general offer toacquire Units of Stock, or having obtained Control makes such an offer; or  (b) an order is made for the compulsory winding up of the Bank;  then the Units of Stock subject to each outstanding Award shall be released to theParticipant or his or her nominee (and the Group Remuneration Committee shall so instruct theTrustee) as soon as reasonably practicable after the first to occur of these events.  (2) For the purposes of sub-rule (1) of this Rule 6, a person shall be deemed to have obtainedControl of the Bank if he or she and others acting in concert with him or her have togetherobtained Control of it. (3) Upon the occurrence of an Internal Reorganisation, an Award shall not vest (unless the GroupRemuneration Committee, in its discretion, determines otherwise) but shall instead be replacedby a new award over shares in the company which Controls the Bank or which carries on thebusiness of the Bank (as the case may be) that have an equivalent market value as the Stock towhich the Award relates immediately prior to the Internal Reorganisation (such market valuesto be determined by the Group Remuneration Committee) and the Rules shall continue to apply tothe new award mutatis mutandis to take account of this alteration as the Group RemunerationCommittee shall reasonably determine.**7.** **VARIATION OF CAPITAL** (1) In the event of any variation in the capital structure of the Bank, including acapitalisation issue, a rights issue, a sub-division or consolidation of Stock, or a reductionin capital, a demerger, a payment of a capital dividend, or other similar event, the GroupRemuneration Committee may make such adjustments to the number of Units of Stock in respect ofwhich any Award is subject as it considers appropriate.
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(2) As soon as reasonably practicable after making any adjustment under sub-rule (1) of this Rule7, the Group Remuneration Committee shall give notice in writing to any Participant affectedby it.**8.** **ALTERATIONS** (1) Subject to sub-rules (2), (4) and (5) of this Rule 8, the Group Remuneration Committee may atany time alter the Plan or the terms of any Award granted under it. (2) Subject to sub-rule (3) of this Rule 8, no alteration to the advantage of the persons to whomAwards have been or may be granted may be made under sub-rule (1) of this Rule 8, to Rule 2(the eligibility of Participants), sub-rule (1) of Rule 3 (terms and conditions of Award),sub-rule (4) of Rule 3 (the Transfer Restrictions), Rule 4 (limits on the number of Units ofStock which may be issued under the Plan), Rules 5 and 6 (the release of Units of Stock,termination of Awards and effect of a change in Control), Rule 7 (adjustment of Awards on avariation of capital), or this Rule, without the prior approval by resolution of the membersof the Bank in general meeting. (3) Sub-rule (2) of this Rule 8 shall not apply to any alteration to benefit the administrationof the Plan, to take account of a change in legislation or to obtain or maintain favourabletax, exchange control or regulatory treatment for Participants or any Group Company. (4) No alteration to the disadvantage of any Participant in respect of any Award granted to himor her shall be made under sub-rule (1) of this Rule 8 unless: (a) the Group Remuneration Committee shall have invited every relevant Participant togive an indication as to whether or not he or she approved the alteration, and  (b) the alteration is approved by a majority of those Participants who have givensuch an indication.(5) As soon as reasonably practicable after making any alteration under this Rule 8, the GroupRemuneration Committee shall give notice in writing to any Participant affected by it.**9.** **MISCELLANEOUS** (1) The rights and obligations of any individual under the terms of his or her office oremployment with any Group Company shall not be affected by his or her participation in thePlan or any right which he or she may have to participate in it. (2) If a Participant shall cease for any reason to be in the office or employment of a GroupCompany, he or she shall not be entitled, by way of compensation for loss of office orotherwise howsoever, to any sum or any benefit to compensate him or her for the loss of anyright or benefit accrued or in prospect under the Plan. (3) In the event of any dispute or disagreement as to the interpretation of the Plan, or as toany question or right arising from or related to this Plan, the decision of the GroupRemuneration Committee ratified by the Court shall be final and binding upon all persons. (4) Any notice or other communication under or in connection with this Plan may be given bypersonal delivery or by post, in the case of a company to its registered office, and in thecase of an individual to his or her last known address, or, where he or she is a director,officer or an employee of a Group Company, either to his or her last known address, or to theaddress of the place of business at which he or she performs the whole or substantially thewhole of the duties of his or her office of employment or in an electronic communication to anaddress for the time being notified for that purpose to the person giving the notice. (5) Any and all grants of Awards and releases of Units of Stock under the Plan shall constitute aspecial incentive payment to the Participant and shall not be taken into account in computing
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  the amount of salary or other compensation of the Participant for the purpose of determiningany benefits under any pension, profit-sharing, bonus, life insurance or other benefit planof any Group Company or under any agreement with the Participant, unless such plan oragreement specifically provides otherwise.(6) All cost, charges and expenses (including any capital or stamp duties) incurred inintroducing and administering the Plan shall be borne by the Group Companies as determined bythe Group Remuneration Committee. (7) Any stamp duty chargeable in respect of the release of Units of Stock to a Participantpursuant to an Award shall be borne by the relevant Group Company in respect of Participantsemployed by it.**10.** **GOVERNING LAW AND JURISDICTION**   This Plan and all Awards granted under it shall be governed and construed in accordance withIrish law and the Courts of Ireland shall have exclusive jurisdiction to hear any dispute.**11.** **TERMINATION OF THE PLAN**   The Plan shall terminate on the tenth anniversary of the date on which it is approved by thestockholders of the Bank in general court or at any earlier time by the passing of aresolution by the Court. Termination of the Plan shall be without prejudice to thesubsisting rights of Participants.
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