Exhibit 4.5
 DATED 26 APRIL 2010
 THE MINISTER FOR FINANCE
 THE NATIONAL PENSIONS RESERVE FUND COMMISSION
 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
 
 TRANSACTION AGREEMENT
 
 DUBLIN
 (CA104667.1)




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TABLE OF CONTENTS
 Clause
    
    Page Number1 Definitions and Interpretation
    
    
    12 Conditions Precedent
    
    
    53 Placing
    
    
    64 Participation in Rights Issue
    
    
    75 Resolutions and EGC
    
    
    96 Deliverables, Warranties, Undertakings and Termination
    
    
    96.1 Interpretation
    
    
    96.2 Deliverables
    
    
    96.3 Warranties, Undertakings and Indemnities
    
    
    106.4 Termination
    
    
    107 The Transaction
    
    
    117.1 Exclusion of Responsibility/Authorisation
    
    
    117.2 Co-operation, Consultation and Consent
    
    
    117.3 Change of Control
    
    
    117.4 Performance of Banks Obligations
    
    
    118 Post-Completion Covenants
    
    
    128.1 Measures to Promote Availability of Credit
    
    
    128.2 Restructuring Plan
    
    
    128.3 Related Party Transactions
    
    
    128.4 Dividends
    
    
    139 Relationship Framework
    
    
    1310 Assignment and Novation
    
    
    1311 Notices
    
    
    1412 General
    
    
    1513 Governing Law and Jurisdiction
    
    
    16SCHEDULE 1THE BYE-LAWS
    
    
    17SCHEDULE 2CONSULTATION, CO-OPERATION AND CONSENT
    
    
    113




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TRANSACTION AGREEMENT
 BETWEEN
 (1)
    
    THE MINISTER FOR FINANCE OF IRELANDof Upper Merrion Street, Dublin 2 (the Minister);
 (2)
    
    THE NATIONAL PENSIONS RESERVE FUND COMMISSION,acting in its capacity as controller and
manager of the NPRF of Treasury Building, Grand Canal Street, Dublin 2; (the Commission);
and
 (3)
    
    THE GOVERNOR AND COMPANY OF THE BANK OF IRELANDa company established in Ireland by Charter
in 1783 having its head office at 40 Mespil Road, Dublin 4 (the Bank).
 BACKGROUND
 (A)
    
    On the date of this Agreement, the capital stock of the Bank is EUR1,280,000,000 divided into
2,000,000,000 units of Ordinary Stock of EUR0.64 each, US$200,000,000 divided into 8,000,000
units of Non-Cumulative Preference Stock of US$25 each, Stg£100,000,000 divided into
100,000,000 units of Non-Cumulative Preference Stock of Stg£1 each (Sterling Preference
Stock), EUR127,000,000 divided into 100,000,000 units of Non-Cumulative Preference Stock of
EUR1.27 each (euro Preference Stock) and 3,500,000,000 units of 2009 Preference Stock of
EUR0.01 each, 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 EUR0.25 each and the issued capital stock of the Bank is 1,188,611,367
units of Ordinary Stock, 1,876,090 units of Sterling Preference Stock and 3,026,598 units of
euro Preference Stock.
 (B)
    
    Pursuant to Section 19A of the National Pensions Reserve Fund Act, and on the terms and
subject to the conditions set out in this Agreement, the Minister has directed the Commission
to participate in the Placing and Rights Issue, and the Bank has agreed to allot and issue to
the Commission the Placing Ordinary Stock and the Rights Issue Ordinary Stock.
 (C)
    
    For the purposes of performing its obligations and exercising its rights pursuant to this
Agreement, the Commission will act by its agent the National Treasury Management Agency of
Treasury Building, Grand Canal Street, Dublin 2.
 (D)
    
    The Minister is a party to this Agreement so that the Minister may have the benefit of and
entitlement to enforce the rights, covenants and undertakings set out in this Agreement, and
the Bank and the Commission hereby agree that the Minister shall be so entitled.
 THE PARTIES AGREE
 1.
    
    Definitions and Interpretation
 1.1
    
    Unless the context otherwise requires, in this Agreement:2009 Preference Stock means the 3,500,000,000 units of 2009 Perpetual
Non-Cumulative Redeemable Preference Stock of EUR0.01 each issued credited as fully
paid by the Bank at the Subscription Price on 31 March 2009;1992 Preference Stockhas the same meaning as in the Prospectus;
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Admissionhas the same meaning as in the Prospectus;Agreementmeans this agreement and the schedules;Business Daymeans a day (other than a Saturday or a Sunday or public holiday in
Ireland) on which clearing banks are open for business in Dublin and London;Circular has the same meaning as in the Prospectus;Condition Subsequent has the meaning set out in Clause 3.6;CREST has the same meaning as in the Prospectus;Dealing Day has the same meaning as in the UWA;Department means the Department of Finance of Ireland;EGC means the extraordinary general court of the Bank to be held at 11am on 19 May
2010 at OReilly Hall, UCD, Dublin, notice of which will be sent to holders of the
Banks Ordinary Stock and 1992 Preference Stock on the date of this Agreement;Encumbrancemeans any mortgage, charge, pledge, lien, option, restriction,
assignment, hypothecation, right of first refusal, right of pre-emption, or right to
acquire or restrict, any adverse claim or right or third party right or interest,
any other encumbrance or security interest of any kind, and any other type of
preferential arrangement (including, without limitation, title transfer and
retention arrangements) having a similar effect;euroor EURor means the lawful currency of Ireland;Groupmeans the Bank and each Subsidiary Undertaking for the time being and the
term Group Company means any one of them;Incentive Schemes means any stock or stock option or incentive schemes conducted
or operated by the Group relating to the issuance of stock to, or the purchase of
stock for, officers or employees of the Group or any incentive scheme or arrangement
that may involve the receipt of any asset (including cash or any security) by a
director or employee of any Group Company;Institutional Placing means the placing of an aggregate of 326,797,386 units of
ordinary stock in the Bank immediately prior to the Placing Completion Time;Joint Bookrunners has the same meaning as in the UWA;Listing Rules has the meaning given in the Prospectus;National Pensions Reserve Fund, Fund or NPRF means the fund of that name
established under the National Pensions Reserve Fund Act;National Pensions Reserve Fund Act means the National Pensions Reserve Fund Act
2000, as amended by the Investment of the National Pensions Reserve Fund and
Miscellaneous Provisions Act 2009;National Pensions Reserve Fund Commission means the National Pensions Reserve Fund
Commission, established by the National Pensions Reserve Fund Act to, inter alia,
control, manage and invest the assets of the NPRF;
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National Treasury Management Agency or NTMA means the National Treasury
Management Agency, as established by the National Treasury Management Agency Act,
1990 in its capacity as Manager of the NPRF;NPRFC Coupon Ordinary Stock has the same meaning as in the Prospectus;NPRFC Rights has the meaning given in Clause 4.1;Placing has the meaning given in the Prospectus;Placing Admission has the meaning given in the UWA, but for these purposes shall
include the Admission of the Placing Ordinary Stock;Placing Completion means the conditional completion of the Placing as contemplated
by Clause 3 (Placing);Placing Completion Time means 9pm on the date of the EGC, or such other time
agreed between the Bank and the Commission, when Placing Completion will take place;Placing Fee means EUR 10,360,000 (ten million three hundred and sixty thousand
euro);Placing Ordinary Stock means the 575,555,556 units of ordinary stock of EUR0.10 to
be issued by the Bank to the Commission pursuant to the Placing, as set out in
Clause 3.3(a);Placing Preference Stock has the meaning given in Clause 3.3(a);Proceedingshas the meaning given in Clause 13 (Governing Law and Jurisdiction);Prospectus means the prospectus to be published by the Bank in accordance with
Irish prospectus law in relation to, inter alia, the NPRFC Coupon Ordinary Stock,
the Placing Ordinary Stock and the Rights Issue Ordinary Stock;Qualifying Stockholder has the meaning given in the Prospectus;Record Date has the meaning given in the Prospectus;Relationship Framework has the meaning given in Clause 9.1 and includes any
amendment or replacement thereof specified or made in accordance with Clause 9.2;Relevant Documents has the meaning given in paragraph 2.1 of Schedule 2 to this
Agreement;Resolutions means the resolutions to be proposed at the EGC;Rights Issue has the meaning given in the Prospectus;Rights Issue Admission has the meaning given to Admission in the UWA;Rights Issue Completion has the meaning given in Clause 4.2;Rights Issue Completion Time has the meaning given in Clause 4.2;Rights Issue Ordinary Stock has the meaning given in Clause 4.3(a);
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Rights Issue Preference Stock has the meaning given in Clause 4.2;Rights Issue Price has the same meaning as in the Prospectus;Rights Issue Stockhas the meaning given in the Prospectus;State means Ireland, excluding Northern Ireland;State Entities has the meaning given in paragraph 2.1 of Schedule 2 to this
Agreement;Subscription Price means EUR1.00 for each unit of 2009 Preference Stock;Subsidiary Undertakingmeans a subsidiary undertaking of the Bank within the
meaning of the European Communities (Companies: Group Accounts) Regulations 1992 and
ICS Building Society;Transaction Fee means EUR 22,169,737 (twenty-two million one hundred and
sixty-nine thousand seven hundred and thirty-seven euro) to be paid by the Bank to
the Commission in lieu of discount on the subscription price for the Placing
Ordinary Stock;Transactions has the meaning given in paragraph 1 of Schedule 2 (Consultation,
Co-operation and Consent) to this Agreement;Underwriting Fee means EUR 18,841,530 (eighteen million eight hundred and forty
one thousand five hundred and thirty euro);UWAmeans the Placing and Rights Issue Underwriting and Sponsors Agreement of
todays date among the Bank and the persons listed in Schedule 1 to that agreement;Warrant Cancellation Payment means EUR 490,871,026 (four hundred and ninety
million eight hundred and seventy-one thousand and twenty-six euro);Warrants means the warrants to subscribe for up to 334,737,148 units of Ordinary
Stock constituted and regulated by the Warrant Instrument and issued by the Bank to
the Commission on 31 March 2009;Warrant Instrument means the warrant instrument entered into between the Bank and
the Commission on 31 March 2009; andWorking Hoursmeans 9.00am to 5.00pm on a Business Day.
 1.2
    
    In this Agreement, unless the context otherwise requires:
 (a)
    
    a document in the Agreed Form is a reference to a document in
a form agreed and for the purposes of identification initialled by or on behalf
of the parties;(b)
    
    a reference to:
 (i)
    
    any party includes its successors in title and
permitted assigns;(ii)
    
    a person includes any individual, firm, body
corporate, association or partnership, government or state or agency of
a state, local authority or government body or any joint venture
association or
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partnership (whether or not having a separate legal personality) and
that persons personal representatives, successors or permitted
assigns;(iii)
    
    a company shall be construed so as to
include any company, corporation or body corporate, wherever and
however incorporated or established;(iv)
    
    a Clause, paragraph, or Schedule, unless
otherwise specified, is a reference to a Clause, paragraph of or
Schedule to this Agreement;(v)
    
    writing or similar expressions includes, unless
otherwise specified, transmission by facsimile but excludes email;(vi)
    
    the singular include the plural and vice versa
and references to one gender includes all genders;(vii)
    
    day or a Business Day shall mean a period
of twenty-four (24) hours running from midnight to midnight;(viii)
    
    a month shall mean a calendar month;(ix)
    
    times are to time in Ireland; and(x)
    
    any other document referred to in this
Agreement is a reference to that document as amended ,varied, novated
or supplemented at any time.
 (c)
    
    a reference to a statute or statutory provision shall be
construed as a reference to the laws of Ireland unless otherwise specified and
includes:
 (i)
    
    any subordinate legislation made under it
including all regulations, by-laws, orders and codes made thereunder;(ii)
    
    any repealed statute or statutory provision
which it re-enacts (with or without modification); and(iii)
    
    any statute or statutory provision which
modifies, consolidates, re- enacts or supersedes it;
 in each case, prior to the date of this Agreement.(d)
    
    any phrase introduced by the terms including, include and
in particular or any similar expression shall be construed as illustrative
and shall not limit the sense of the words preceding those terms.
 1.3
    
    The table of contents and headings in this Agreement are inserted for
convenience only. They are to be ignored in the interpretation of this Agreement.
 2.
    
    Conditions PrecedentThis Agreement is conditional upon the delivery, and shall not come into force until the
Bank has delivered, to the Minister and/or the Commission (or to Arthur Cox on behalf of the
Minister and/or the Commission):
 2.1
    
    the UWA, in the Agreed Form, duly executed by all parties thereto;
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2.2
    
    the final form of Placing Letter that will be signed by each of the placees
participating in the Institutional Placing;2.3
    
    a proof of each of the Prospectus and Circular, in the Agreed Form, that has
been approved by each of the regulatory authorities whose approval is required for
their publication by the Bank, and that will be published without amendment by the
Bank; and2.4
    
    a proof of the announcement of the Transactions, in the final form agreed by or
on behalf of the Minister and the Commission, that will be released without further
amendment at 7 am on the day after the execution of this Agreement.
 3.
    
    Placing
 3.1
    
    Placing Completion is subject to and conditional upon the following conditions
being satisfied (which satisfaction shall be determined in the sole discretion of the
Minister and the Commission):
 (a)
    
    all of the Resolutions being passed without amendment at the
EGC; and(b)
    
    Placing Admission occurring not later than 8.00am on the first
Dealing Day after the EGC (or such later time or date as the Bank and the Joint
Bookrunners may agree pursuant to Clause 9.1.13 of the UWA).
 3.2
    
    Subject only to Placing Admission, Placing Completion will take place
immediately after completion of the Institutional Placing.3.3
    
    Upon the terms of this Agreement, in reliance on the warranties,
representations, covenants and undertakings set out or incorporated by reference
herein, and subject to the conditions set out in Clause 3.1 being satisfied, the
Commission agrees to:
 (a)
    
    the conversion of 1,036,000,000 of its units of 2009 Preference
Stock (the Placing Preference Stock) into 575,555,556 units of Ordinary Stock
(the Placing Ordinary Stock); and(b)
    
    the extinguishment of the Warrants by the Bank,
 at the Placing Completion Time.3.4
    
    At the Placing Completion Time, the Bank shall:
 (a)
    
    deliver to the Commission a copy of the minutes of a duly held
meeting of the directors of the Bank (or a duly constituted committee thereof)
authorising the allotment and issue of the Placing Ordinary Stock (where such
actions are authorised by a committee of the directors of the Bank, a copy of
the minutes of a duly held meeting of the directors constituting such committee
shall also be delivered);(b)
    
    convert the Placing Preference Stock by allotting and issuing
the Placing Ordinary Stock to the Commission credited as fully paid and free
from Encumbrances;(c)
    
    enter the Commission in its register of members as a
stockholder of the Bank in respect of the Placing Ordinary Stock;
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(d)
    
    credit the CREST Account specified in advance by the Commission
with the Placing Ordinary Stock or issue the Commission with a stock
certificate for the Placing Ordinary Stock (at the election of the Commission);(e)
    
    execute and deliver a stock certificate to the Commission in
respect of the units of 2009 Preference Stock that have not been converted
pursuant to the Placing, in exchange for the surrender by the Commission of its
stock certificate for its holding of 2009 Preference Stock prior to the Placing
and its certificate(s) for the Warrants;(f)
    
    extinguish the Warrants; and(g)
    
    deliver written confirmation to the Commission that Admission
of the Placing Ordinary Stock will take place at the same time as Admission of
the units of ordinary stock issued pursuant to the Institutional Placing, and
that the Placing Ordinary Stock will be eligible for participation in the
Rights Issue (which participation shall be effected through the operation of
Clause 3 of this Agreement).
 3.5
    
    The Bank shall pay an amount equal to the aggregate amount of the Placing Fee,
the Transaction Fee and the Warrant Cancellation Payment to an account specified in
advance by the Commission by not later than the time at which the fees payable to the
Placing Agents and the Placing Underwriters in connection with the Placing are required
to be paid as set out in Clause 11.4.2(A) of the UWA. The Bank agrees and undertakes
that any fees (including commissions, charges or other payments by whatever name
called) payable by the Bank to the Placing Agents and the Placing Underwriters in
connection with the Placing (whether under the UWA or otherwise) shall not be paid by
the Bank prior to payment of the Placing Fee, the Transaction Fee and the Warrant
Cancellation Payment to the Commission.3.6
    
    The agreement of the Commission set out in Clause 3.3 and the obligations of
the Bank set out in Clause 3.4, shall be conditional upon Rights Issue Completion
taking place (the Condition Subsequent). In the event that the Condition Subsequent
is not satisfied by 8am on the first Dealing Day after the EGC (or such later date as
the Commission and the Bank may agree):
 (a)
    
    the documents, Placing Fee, Transaction Fee and Warrant
Cancellation Payment delivered pursuant to Clause 3.4 shall be returned;(b)
    
    the conversion and cancellation of the Placing Preference
Stock, the issue of the Placing Ordinary Stock, and the repurchase and
extinguishment of the Warrants shall be treated as never having occurred; and(c)
    
    this Agreement will terminate, but this shall not affect the
accrued rights and obligations of the parties at the date of termination and
the provisions of Clause 11 (Notices),Clause 12.5 (Entire Agreement), Clause
13 (Governing Law and Jurisdiction) and Schedule 2 (Consultation, Co-operation
and Consent) shall continue to apply.
 4.
    
    Participation in Rights Issue
 4.1
    
    Conditional upon Rights Issue Admission taking place by 8am on the first
Dealing Day after the date of the EGC (or such later date as the Commission and the
Bank may agree), the Commission agrees in relation to the Placing Ordinary Stock and
the NPRFC Coupon Ordinary Stock to participate in the Rights Issue (the NPRFC Rights)
as if it were a Qualifying Stockholder.
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4.2
    
    The consideration for the Commissions participation in the Rights Issue shall
be the conversion of such number of units of 2009 Preference Stock, valued at their
Subscription Price, (the Rights Issue Preference Stock) as shall be equal to the cash
amount the NPRFC would be obliged to pay to the Bank if it were a Qualifying
Stockholder in respect of the Placing Ordinary Stock and NPRFC Coupon Ordinary Stock.
Completion of the conversion of the Rights Issue Preference Stock (the Rights Issue
Completion) shall take place at 3.00pm on the day the Rights Issue Stock is issued (or
such later date as the Commission and the Bank may agree) (the Rights Issue Completion
Time).4.3
    
    At the Rights Issue Completion Time, the Bank shall:
 (a)
    
    deliver to the Commission a copy of the minutes of a duly held
meeting of the directors of the Bank (or a duly constituted committee thereof)
authorising the allotment and issue of the Ordinary Stock arising from the
conversion set out in Clause 4.2 (the Rights Issue Ordinary Stock) (where
such actions are authorised by a committee of the directors of the Bank, a copy
of the minutes of a duly held meeting of the directors constituting such
committee shall also be delivered);(b)
    
    convert the Rights Issue Preference Stock by allotting and
issuing Rights Issue Ordinary Stock to the Commission credited as fully paid
and free from Encumbrances;(c)
    
    enter the Commission in its register of members as a
stockholder of the Bank in respect of the Rights Issue Ordinary Stock;(d)
    
    credit the CREST Account specified in advance by the Commission
with the Rights Issue Ordinary Stock or issue the Commission with a stock
certificate for the Rights Issue Ordinary Stock (at the election of the
Commission); and(e)
    
    execute and deliver a stock certificate to the Commission in
respect of the units of 2009 Preference Stock that have not been converted
pursuant to the Rights Issue, in exchange for the surrender by the Commission
of its stock certificate for its holding of 2009 Preference Stock prior to the
Rights Issue Completion Time.
 4.4
    
    The Bank shall pay an amount equal to the Underwriting Fee to an account
specified in advance by the Commission by not later than the time at which the fees
payable to the Joint Bookrunners and the Rights Issue Underwriters under the UWA are
required to be paid as set out in Clause 11.4.2(B) of the UWA.
 4.5
    (a)
    
    Where any additional discretionary payments are made to any of the Joint
Bookrunners or Underwriters in connection with the Rights Issue (whether under the UWA
or otherwise, and whether in the same or differing amounts, or calculated on the same
or differing bases), the Bank shall fully disclose the details and basis of such
payments to the Commission in writing in advance of their payment. The Commission
agrees to keep confidential any information disclosed to it pursuant to this Clause
4.5(a)
 (b)
    
    Where any payment is to be made to any of the Joint Bookrunners
pursuant to Clause 11.3 of the UWA (which provides for the payment to the Joint
Bookrunners of a discretionary incentive fee of 0.5 per cent. of the Rights
Issue Price multiplied by the aggregate number of units of Ordinary Stock
issued under the Rights Issue, excluding the Rights Issue Ordinary Stock), the
Bank may, in its sole discretion, make a payment to the Commission
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equivalent to that made to the Joint Bookrunners. Any such discretionary
payment shall be paid to the Commission no later than the day on which any
such discretionary payment to the Joint Bookrunners or Underwriters is made.
 4.6
    
    The Bank agrees and undertakes to the Minister and the Commission that:
 (a)
    
    any fees (including commissions, charges or other payments by
whatever name called) payable by the Bank to the Underwriters and/or Joint
Bookrunners in connection with the Rights Issue (whether under the UWA or
otherwise) shall not be paid by the Bank prior to payment of the Underwriting
Fee to the Commission; and(b)
    
    save as specifically permitted by Clause 4.5(b), no fees
(including commissions, charges or other payments by whatever name called) will
be payable in connection with participation in the underwriting of the Rights
Issue to the Underwriters and/or Joint Bookrunners on more favourable terms
than any fees are payable to the Commission.
 5.
    
    Resolutions and EGC
 5.1
    
    The Minister hereby consents to the inclusion of the Resolutions that
constitute Capital Resolutions (as defined in the bye-laws of the Bank on the date of
this Agreement) in the Circular delivered pursuant to Clause 2.3 of this Agreement,
provided that any use of the authorities granted by the Resolutions, other than for the
sole purpose of implementing the Transactions, shall itself be subject to the prior
written consent of the Minister.5.2
    
    With effect from the Placing Completion Time, subject to the Resolutions having
been duly passed at the EGC, the bye-laws of the Bank shall be amended as set out in
Schedule 1 to this Agreement (with the exceptions of the amendment to Bye-Law 3 and the
insertion of a new Bye-Law 48, each of which shall be effective if and when the
Resolutions have been duly passed), and the NPRFC hereby consents to the amendments to
the rights attaching to the 2009 Preference Stock resulting therefrom.5.3
    
    The NPRFC irrevocably commits to vote in favour of the Resolutions (to the
extent it is permitted to vote on the Resolutions).
 6.
    
    Deliverables, Warranties, Undertakings and Termination
 6.1
    
    InterpretationIn this Clause 6, terms not otherwise defined have the same meaning as in the UWA.6.2
    
    Deliverables
 (a)
    
    The Bank shall use all reasonable efforts to procure that all
of the comfort letters, confirmations or other documents addressed to, or
provided for the benefit of, any of the Underwriters and/or Placing Agents
(whether from the directors of the Bank, the Bank, PriceWaterhouseCoopers, any
of the Banks legal advisers or otherwise) pursuant to the provisions of the
UWA shall also be addressed to, or as the case may be provided for the benefit
of, the Commission.(b)
    
    At the same time as any of the documents listed in Schedule 6
to the UWA are delivered to Herbert Smith LLP on behalf of the Managers, they
shall at
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the same time be delivered by the Bank to Arthur Cox on behalf of the
Commission.
 6.3
    
    Warranties, Undertakings and Indemnities
 (a)
    
    The Bank agrees that the Minister and the Commission will have
the benefit of the undertakings set out in Schedule 7 to the UWA as if they
were set out herein in full and addressed to the Minister and the Commission
pursuant to the terms of this Agreement, and that for these purposes any
reference in Schedule 7 of the UWA to the Joint Bookrunners or the Banks shall
be construed as if it were a reference to the Minister and/or the Commission.(b)
    
    The Bank agrees that the Minister and the Commission will have
the benefit of the representations, warranties and undertakings given by the
Bank in Clause 12 (Representations, Warranties and Undertakings) of the UWA as
if they were set out herein in full and addressed to the Minister and the
Commission pursuant to the terms of this Agreement, and the provisions of
Clause 12 of the UWA shall apply mutatis mutandisas between the parties to
this Agreement as if the references in Clause 12 to any of the Managers or the
Joint Bookrunners or the Underwriters were a reference to the Minister and/or
the Commission.(c)
    
    The Bank agrees that the Minister and the Commission will have
the benefit of the indemnity given by the Bank in Clause 13 of the UWA as if
they were set out herein in full and addressed to the Minister and the
Commission pursuant to the terms of this Agreement, and the provisions of
Clause 13 (Indemnity, Waiver of Claims and Contribution) of the UWA shall apply
mutatis mutandisas between the parties to this Agreement as if the references
in Clause 13 to any of the Managers or the Joint Bookrunners or the
Underwriters were a reference to the Minister and/or the Commission, and the
references in Clause 13 to an Indemnified Person were a reference to any
State Entity and any of their directors, officers, partners, employees, agents
or advisers from time to time.
 6.4
    
    Termination
 (a)
    
    Where any of the Managers have the right to terminate the UWA,
or cease to carry out their obligations thereunder, for any reason, the
Commission shall as soon as such right accrues also have the right to terminate
this Agreement with immediate effect by giving notice in writing to the Bank.
For the avoidance of doubt, the Bank confirms that the Underwriters shall not
be entitled to terminate their underwriting obligations pursuant to the UWA for
any reason following Rights Issue Admission.(b)
    
    Where the UWA is terminated for any reason, this Agreement
shall terminate at the same time without the need for any further action on the
part of the parties hereto.(c)
    
    The termination of this Agreement pursuant to this Clause 6.4
shall not affect the accrued rights and obligations of the parties at the date
of termination and the provisions of Clause 11 (Notices),Clause 12.5 (Entire
Agreement), Clause 13 (Governing Law and Jurisdiction) and Schedule 2
(Consultation, Co-operation and Consent) shall continue to apply.
 
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7.
    
    The Transaction
 7.1
    
    Exclusion of Responsibility/AuthorisationThe Bank acknowledges and agrees that, notwithstanding any other provision of this
Agreement, the UWA or any other document, agreement or fact:
 (a)
    
    none of the State Entities or any of their officers, employees,
agents or advisers are responsible for, have authorised or will authorise the
contents of any of the Offer Documents (as defined in the UWA); and(b)
    
    none of the State Entities or any of their officers, employees,
agents or advisers have been requested to verify, are, or shall be, responsible
for verifying, the accuracy, completeness or fairness of any information in any
of the Offer Documents (as defined in the UWA).
 7.2
    
    Co-operation, Consultation and ConsentThe Bank shall comply with the provisions of Schedule 2 to this Agreement, and the
Bank acknowledges and agrees that such compliance shall be without prejudice to the
terms of Clause 7.1.7.3
    
    Change of ControlThe Company hereby warrants, represents and undertakes to the Minister and the
Commission that the execution or performance of the Transactions and/or the
publication, execution or performance of any documents relating thereto will not:
 (a)
    
    conflict with or result in the breach of or constitute a
default under any of the terms, conditions or other provisions of any material
contract, permit, instrument or arrangement to which any Group Company is a
party or which any Group Company is bound by; or(b)
    
    relieve any person from any material obligation to any Group
Company or enable any person to determine or avoid any such obligation or any
material right or benefit enjoyed by any Group Company or enable any person to
exercise any right under any of the terms, conditions or other provisions of
any material contract, permit, instrument or arrangement to which any Group
Company is a party or which any Group Company is bound by; or(c)
    
    vary or accelerate the rights of any person, or enable any
person to exercise any right, under any Incentive Scheme.
 7.4
    
    Performance of Banks ObligationsSubject to the Resolutions being passed at the EGC, the performance of the Banks
obligations pursuant to the provisions of this Agreement, including the conversion
of the 2009 Preference Stock and the issue of the Placing Ordinary Stock and Rights
Issue Ordinary Stock complies or will comply (as applicable) in all respects with
all agreements to which any Group Company is a party or by which any such Group
Company is bound, the charter and Bye-laws and other constitutional documentation of
the Bank or any Group Company, and all applicable laws and regulations in Ireland
and elsewhere.
 11




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8.
    
    Post-Completion CovenantsWith effect from the Rights Issue Completion Time, the Bank shall comply with, and procure
the compliance of the Group with, the following covenants:
 8.1
    
    Measures to Promote Availability of Credit
 (a)
    
    The Bank will use all reasonable efforts to comply, and procure
compliance by the Group, with the following commitments:
 (i)
    
    to meet a lending target of EUR3 billion per
annum for new or increased credit facilities to SMEs in each of the two
12-month periods commencing on 1 April 2010 and on 1 April 2011. The
Bank will produce an SME lending plan to the Minister, both by
geography and sector, for each of these 12 month periods to demonstrate
the manner in which it intends to meet this target; and(ii)
    
    to provide EUR20 million for seed capital to
Enterprise Ireland supported ventures and EUR100 million for
environmental, clean energy and innovation projects. For the avoidance
of doubt, this is in addition to the commitments of the Company under
the terms of the subscription agreement among the Minister, the
Commission and the Company dated 31 March 2009.
 (b)
    
    The Bank will, and will procure that each Group Company will:
 (i)
    
    work with Enterprise Ireland and the Irish
Bankers Federation to develop sectoral expertise in the modern growth
sectors of the Irish economy, and with Enterprise Ireland to develop a
range of banking services to meet the needs of Irish SMEs trading
internationally; and(ii)
    
    take other actions (as agreed with the
Department) to develop new credit products in areas where cashflow,
rather than property or assets, is the basis for business lending.
 8.2
    
    Restructuring PlanThe Bank will, and will procure that the Group will:
 (a)
    
    implement fully the final restructuring plan for the Group
approved by the Department and the European Commission (Restructuring Plan);
and(b)
    
    co-operate fully, and consult where required, with the
Department and the European Commission (including by promptly providing such
assistance and information as is requested by the Department and/or the
European Commission) in connection with the transactions, actions, covenants
and undertakings contemplated by or referred to in the Restructuring Plan.
 8.3
    
    Related Party Transactions
 (a)
    
    Before classifying any transaction or arrangement as a related
party transaction involving or for the benefit of any State Entity for the
purposes of the Listing Rules, the Bank shall consult with the Minister and the
Commission and shall ensure that the Minister and/or the Commission has the
opportunity to make representations to the regulatory bodies responsible
 12




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for the enforcement of the Listing Rules in relation to such classification
should the Minister and/or the Commission wish to do so.(b)
    
    No transaction or arrangement shall be classified by the Bank
as a related party transaction involving or for the benefit of any State
Entity by the Bank unless the regulatory bodies responsible for the enforcement
of the Listing Rules have directed that the transaction or arrangement be so
classified, or (b) in the absence of such a direction, the prior written
consent of the Minister and the Commission is obtained.
 8.4
    
    DividendsThe Bank will take all reasonable steps to remove any obstacles to the payment in
cash of dividends on the 2009 Preference Stock on and following 20 February 2011
(including the release of dividend stoppers (whether contractual or otherwise)
that are in place at the date of this Agreement). For the avoidance of doubt, this
is without prejudice to bye-law 6(I)(2)(c) and (d) of the Bye-laws.
 9.
    
    Relationship Framework
 9.1
    
    In the context of EU competition law matters, the Minister and/or the
Commission will specify a relationship framework regulating the relationship between
the Minister and/or the Commission and the Bank (the Relationship Framework).
Subject to the fiduciary duties of the directors of the Bank and to compliance by the
Bank with applicable law and regulation (including the Listing Rules), the Bank hereby
agrees to be bound by and to comply in all respects with the terms of any such
Relationship Framework.9.2
    
    The Minister and/or the Commission may from time to time specify any amendments
to, or revoke or replace, the Relationship Framework. Any such amendment, revocation
or replacement of the Relationship Framework shall be specified or made upon the
instruction, or with the agreement, of the European Commission and shall be notified to
the Bank in writing.
 10.
    
    Assignment and NovationThe Minister and the Commission shall be permitted to transfer, wholly or partially, its
rights and/or obligations under this Agreement, including by way of assignment and/or
novation and/or contribution, to any State Entity, and the Bank hereby:
 10.1
    
    consents to any such assignment and/or novation and/or contribution;10.2
    
    agrees to do and execute or procure to be done and executed all necessary acts,
deeds, documents and things in a form satisfactory to the Minister and/or the
Commission which the Minister and/or the Commission may reasonably consider necessary
for giving full effect to this Agreement and securing to the Minister and/or the
Commission or any person to whom the Minister and/or the Commission has transferred or
proposes to transfer its rights and obligations under this Agreement the full benefit
of the rights, powers and remedies conferred upon the Minister and/or the Commission in
or by this Agreement; and10.3
    
    irrevocably appoints the Minister and/or the Commission as its attorney to
sign, execute and deliver on its behalf all deeds and documents and to do all acts and
things necessary for giving full effect to this Clause 10.
 13




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For the avoidance of doubt, the Bank shall not be permitted to assign, novate, transfer or
otherwise alienate in any way whatsoever, wholly or partially, all or any of its rights,
interests and/or obligations under this Agreement.11.
    
    Notices
 11.1
    
    Subject to Clause 11.2, any notice or other communication under this Agreement
shall only be effective if it is in writing.11.2
    
    Communication by electronic mail or other electronic methods of writing shall
not be effective under this Agreement.11.3
    
    Any notice or other communication given or made under this Agreement shall be
addressed as provided in Clause 11.5 and, if so addressed, shall, in the absence of
earlier receipt, be deemed to have been duly given or made as follows:
 (a)
    
    if sent by personal delivery, on delivery at the address of the
relevant party;(b)
    
    if sent by pre-paid post, two (2) clear Business Days after the
date of posting; or(c)
    
    if sent by facsimile, when transmitted.
 11.4
    
    Any notice or other communication given or made, or deemed to have been given
or made, outside Working Hours will be deemed not to have been given or made until the
start of the next period of Working Hours.11.5
    
    The relevant notice details are:
 Address
    
    Fax No.The BankMarked for the attention of:
    
    Head Office
    
    01 661 5671The Group Secretary
    
    40 Mespil RoadDublin 4The SubscriberMarked for the attention of:
    
    Treasury Building
    
    01 676 6639Chief Executive
    
    Grand Canal StreetNational Treasury Management Agency
    
    Dublin 2with a copy to:
    
    Treasury Building
    
    01 676 6639Head of Control
    
    Grand Canal StreetNational Treasury Management Agency
    
    Dublin 2The MinisterMarked for the attention of:
    
    Upper Merrion StreetThe Secretary General
    
    Dublin 2Department of Finance
 14




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11.6
    
    A party may notify the other parties of a change to its notice details. That
notification shall only be effective on:
 (a)
    
    any effective date specified in the notification; or(b)
    
    if no effective date is specified or the effective date
specified is less than five (5) clear Business Days after the date when notice
is received, the date falling five (5) clear Business Days after the
notification has been received.
 12.
    
    General
 12.1
    
    For the purposes of performing its obligations and exercising its rights
pursuant to this Agreement, the Commission will act by its agent the National Treasury
Management Agency of Treasury Building, Grand Canal Street, Dublin 2.12.2
    
    This Agreement may be executed in any number of counterparts, and by the
parties on separate counterparts, but shall not be effective until each party has
executed at least one counterpart. Each counterpart shall constitute an original of
this Agreement, but all the counterparts shall together constitute but one and the same
instrument.12.3
    
    Except to the extent already performed, all the provisions of this Agreement
shall, so far as they are capable of being performed or observed, continue in full
force and effect notwithstanding that the Placing Completion Time or the Rights Issue
Completion Time has passed.12.4
    
    This Agreement may only be varied in writing (excluding electronic methods of
writing) signed by each of the parties.12.5
    
    This Agreement together with the UWA, the Prospectus and the Circular
constitutes the entire understanding and agreement between the parties in relation to
the subject matter of this Agreement and supersedes all prior agreements, arrangements,
letters and discussions between the parties.12.6
    
    If at any time any provision of this Agreement is or becomes illegal, invalid
or unenforceable in any respect under the law of any jurisdiction, that shall not
affect or impair: (a) the legality, validity or enforceability in that jurisdiction of
any other provision of this Agreement; or (b) the legality, validity or enforceability
under the law of any other jurisdiction of that or any other provision of this
Agreement. If any invalid, unenforceable or illegal provision of this Agreement would
be valid, enforceable and legal if some part of it were deleted, the parties shall
negotiate in good faith to amend such provision such that, as amended, it is legal,
valid and enforceable, and, to the greatest extent possible, achieves the parties
original commercial intention.12.7
    
    No delay or omission by any party to this Agreement in exercising any right,
power or remedy provided by law or under this Agreement shall affect that right, power
or remedy, or operate as a waiver of it. The exercise or partial exercise of any
right, power or remedy provided by law or under this Agreement shall not preclude any
other or further exercise of it or the exercise of any other right, power or remedy.12.8
    
    The rights, powers and remedies provided in this Agreement are cumulative and
not exclusive of any rights, powers and remedies provided by law; in particular, the
Bank agrees that damages would not be an adequate remedy for any breach by it of this
Agreement and that accordingly the Minister and/or the Commission shall be entitled,
without proof of special damages, to the remedies of injunction, specific performance
of other equitable relief for any threatened or actual breach of this Agreement.
 15




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##### 



12.9
    
    The Bank will, from time to time on request and at its own expense, do and
execute or procure to be done and executed (including by any Group Company) all
necessary acts, deeds, documents and things in a form satisfactory to the Minister
and/or the Commission that the Minister and/or the Commission reasonably considers
necessary to: (a) give full effect to this Agreement; (b) secure to the Minister and/or
the Commission the full benefit of the rights, powers and remedies conferred upon the
Minister and/or the Commission in or by this Agreement; and (c) remedy any breach of
this Agreement which is related to any absence of authority or the existence of any
impediment in regard to the performance of the Banks obligations pursuant to this
Agreement and pursuant to the terms of the Banks Bye-laws.
 13.
    
    Governing Law and Jurisdiction
 13.1
    
    This Agreement and any dispute arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of Ireland.13.2
    
    Each of the parties to this Agreement irrevocably agrees that the courts of
Ireland are to have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Agreement and, for such purposes, irrevocably submits to the
exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or
in connection with this Agreement (the Proceedings) shall therefore be brought in the
courts of Ireland.13.3
    
    Each of the parties to this Agreement irrevocably waives any objection to
Proceedings in the courts referred to in Clause 13.2 on the grounds of venue or on the
grounds of forum non conveniens.
 16




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SCHEDULE 1
 THE BYE-LAWS
 THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND  (Established in Ireland by Charter in 1783 and having limited liability)
 BYE-LAWS  adopted by Resolution passed by an Extraordinary General Court on [ l ] May 2010




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CONTENTS
 PageNumber
    
    Number1.2 of Bye-Law




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##### 



BANK OF IRELAND
 l
 Interpretation
 1.
    
    PRELIMINARY
 1.
    
    In these Bye-Laws, unless the context otherwise requires:
 2009 Issue Date
 Acts
 Auditors
 the Bank Bank of Ireland
 the Banks Acts
 certificated stock
 the Charter
 Control
 Control Resolution
 Court of Directors
 19




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dematerialised instruction
 the Directors
 electronic communication
 enactment
 Financial Regulator
 General Court
 Government Concert Party
 Government Body
 Government Preference Stockholder
 Government Transaction Agreement
 issuer-instruction
 member
 20




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Minority Interest
 Month
 the Office
 officer
 operator-instruction
 operator-system
 operator
 Parity Core Tier I Securities
 participating issuer
 participating member state
 participating security
 the Register
 Regulations
 relevant system
 the Seal Official Seal
 Secretary
 21




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##### 



settlement-bank
 the State
 Stock Exchange
 system-member
 system-participant
 Trading Day
 uncertificated stock
 euro   Stg£ Pounds Sterling US$ US Dollars
        22




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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 Stock of the Bank
 2.
    
    CAPITAL
 3.
    
    (a) The capital stock of the Bank is 3,480,000,000 divided into 24,000,000,000 units of
Ordinary Stock of 0.10 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), 162,000,000 divided into 100,000,000 units of Non-Cumulative Preference
Stock of 1.27 each and 3,500,000,000 units of Non-Cumulative Preference Stock of 0.01 each
(euro Preference Stock which includes the 3,500,000,000 units of 2009 Preference Stock of
0.01 each), 100,000,000 undesignated Dollar Preference Stock of US$0.25 each, 100,000,000
undesignated sterling preference stock of Stg£0.25 each, 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 Stock and together, the 2005 Preference Stock) and 2,000,000,000
units of Deferred Stock of 0.54 each (Deferred Stock), having, subject to the provisions of
Bye-Laws 3(b), 3(c) and 3(d), the rights set out in Bye-Laws 3 to 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);
 In the case of Dollar 2005 Preference Stock that are initially created as undesignated
Dollar 2005 Preference Stock the Directors shall upon allotment determine whether they
are to be allotted as Redeemable Dollar Preference Stock or 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);
 In the case of Sterling 2005 Preference Stock that are initially created as undesignated
Sterling 2005 Preference Stock the Directors shall upon allotment determine whether they
are to be allotted as Redeemable Sterling Preference Stock or Non-redeemable Sterling
Preference Stock.
 (d)
    
    The euro Preference Stock shall be comprised of two classes of Stock:
 (i)
    
    redeemable euro Preference Stock (the Redeemable euro Preference
Stock); and
 23




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(ii)
    
    non-redeemable euro Preference Stock (the Non-redeemable euro Preference
Stock);
 In the case of euro 2005 Preference Stock that are initially created as undesignated euro
2005 Preference Stock the Directors shall upon allotment determine whether they are to be
allotted as Redeemable euro Preference Stock or Non-redeemable euro Preference Stock.
 (e)
    
    Deferred Stock
 The Directors may issue and allot Deferred Stock subject to the rights, privileges,
limitations and restrictions set out in this Bye-Law 3(e).
        24




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pari passu
   Dollar Preference Stock
 4.
    
    The rights attaching to the Dollar Preference Stock shall be as follows:
   25




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(B)
    
    Income(1)
    
    The Dollar Preference Stock shall (subject to the further provisions of this
paragraph) entitle the holders thereof (the Dollar Preference Stockholders) to
receive a non-cumulative preferential dividend (the Preference Dividend), which shall
be calculated at such annual rate (whether fixed or variable) and shall be payable on
such dates and on such other terms and conditions as may be determined by the Directors
prior to allotment thereof.(2)
    
    The following shall apply in relation to any particular Dollar Preference Stock
(the Relevant Dollar Preference Stock) if so determined by the Directors prior to the
allotment thereof:
 (a)
    
    The Relevant Dollar Preference Stock shall rank as regards the right to
receive dividends pari passu with the Sterling Preference Stock, the euro Preference
Stock and with any further stock created and issued pursuant to sub-paragraph (e)
below and otherwise in priority to any Ordinary Stock in the capital of the Bank.(b)
    
    If, on any date on which an instalment of the Preference Dividend would
fall to be paid under sub-paragraph (B) (1) above on any Relevant Dollar Preference
Stock, the distributable profits and distributable reserves of the Bank are together
insufficient to enable payment in full to be made of such instalment and, if
applicable, of any instalments of dividends payable on such date on any other
preference stock ranking pari passu with the Relevant Dollar Preference Stock as
regards dividend, then none of the said instalments shall be paid. If it shall
subsequently appear that any instalment of the Preference Dividend or of any such
other preferential dividend which has been paid should not, in accordance with the
provisions of this subparagraph, have been so paid, then, provided the Directors
shall have acted in good faith, they shall not incur any liability for any loss
which any stockholder may suffer in consequence of such payment having been made.(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
 26




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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 Dollar Preference Stock and any preference
stock of the Bank carrying similar rights to those set out in this
sub-paragraph (e) and ranking pari passu with the Relevant Dollar Preference
Stock as regards dividend in respect of which an instalment of preference
dividend which would have been payable on the same date as a Relevant
Instalment on Relevant Dollar Preference Stock is not to be paid in cash; andRelevant Instalment means an instalment of preference dividend which is not
to be paid in cash on Relevant Stock on any occasion for the reasons specified
in sub-paragraph (b) or sub-paragraph (c) above; and,where a member holds Relevant Stock of more than one class, the provisions of
this sub-clause shall be interpreted and applied separately in respect of each
class of Relevant Stock held by him;(iii)
    
    Each holder of Relevant Stock shall, on the date for payment of
the Relevant Instalment, had such instalment been paid in cash, be allotted such
additional nominal amount of preference stock of the class in question, credited
as fully paid, as is equal to an amount determined by multiplying the cash
amount of the Relevant Instalment that would have been payable to him, had such
instalment been payable in cash, (exclusive of any associated tax credit) by a
factor to be determined by the Directors prior to allotment of the Relevant
Stock. The Bank shall not issue fractions of preference stock of any class
(Fractional Stock) on any such allotment of additional preference stock. In
lieu of any Fractional Stock each holder of Relevant Stock otherwise entitled to
receive Fractional Stock shall receive a payment in cash equal to such holders
proportionate interest in the net proceeds from the sale or sales in the open
market by the Bank, on behalf of all such holders, of the aggregate of the
preference stock of the relevant class equal in nominal 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
 27




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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
132 shall apply mutatis mutandis to any such capitalisation;(v)
    
    The additional preference stock so allotted shall rank pari passu
in all respects with the fully paid Relevant Stock of the same class then in
issue save only as regards participation in the Relevant Instalment;
 (f)
    
    The Directors shall undertake and do such acts and things as they may
consider necessary or expedient for the purpose of giving effect to the provisions
of subparagraph (e). If any additional preference stock falling to be allotted
pursuant to such sub-paragraph cannot be allotted by reason of any insufficiency in
the Banks authorised capital stock the Directors shall convene a General Court to
be held as soon as practicable, for the purpose of considering a resolution or
resolutions effecting an appropriate increase in the authorised capital stock. The
Dollar Preference Stock shall not confer the right to participate in any issue of
stock on capitalisation of reserves except as provided in sub-paragraph (e) above.
 (C)
    
    Capital(1)
    
    On a winding up of, or other return of capital (other than on a redemption of
stock of any class in the capital of the Bank) by the Bank, the Dollar Preference
Stockholders shall in respect of the Dollar Preference Stock held by them be entitled
to receive in US Dollars, out of the surplus assets available for distribution to the
Banks members, an amount equal to the amount paid up or credited as paid up on the
Dollar Preference Stock (including any premium paid to the Bank in respect thereof).(2)
    
    In addition to the amount repayable on the Dollar Preference Stock pursuant to
subparagraph (1) above there shall be payable:
 (a)
    
    a sum equal to the amount of any Preference Dividend which is due for
payment after the date of commencement of the winding up or other return of capital
but which is payable in respect of a period ending on or before such date and the
amount of any Preference Dividend which would have been payable by the Bank in
accordance with paragraph (B) of this Bye-Law in respect of the period commencing
with the fixed dividend payment date which shall most recently have occurred prior
to the winding up of the Bank or the date of return of capital, as the case may be,
and ending with the date of such return of capital, whether on a winding up or
otherwise, as though 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).
 28




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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 Dollar
Preference Stock as regards repayment of capital and shall be so paid in priority to
any repayment of capital on any other class of stock of the Bank. The Dollar Preference
Stockholders shall not be entitled in respect of the Dollar Preference Stock held by
them to any further or other right of participation in the assets of the Bank.(D)
    
    Redemption(1)
    
    Unless otherwise determined by the Directors in relation to any particular
Dollar Preference Stock prior to allotment thereof, the Dollar Preference Stock shall
be redeemable at the option of the Bank. In the case of any particular Dollar
Preference Stock which is to be so redeemable:
 (a)
    
    such stock shall be redeemable at par together with the sum which would
have been payable pursuant to paragraph (C) of this Bye-Law (other than
sub-paragraph (C)(2)(b)) if the date fixed for redemption had been the date of a
return of capital on a winding up of the Bank;(b)
    
    such stock shall be redeemable during such period as the Directors shall
prior to the allotment thereof determine, commencing with the first date on which a
dividend is payable on such stock or with such later date as the Directors shall
prior to allotment thereof determine; and(c)
    
    prior to allotment of such stock, the Directors shall determine whether
the Bank may redeem (i) all (but not merely some) of such stock or (ii) all or any
of such stock and the basis on which any necessary selection of such stock for
redemption is to be made from time to time.
 (2)
    
    The provisions of this sub-paragraph (2) shall apply in relation to any Dollar
Preference Stock that is to be redeemed and that on the date fixed for redemption is in
certificated form. The Bank shall give to the holders of the Dollar Preference Stock to
be redeemed not less than 30 days and not more than 60 days notice in writing of the
date on which such redemption be effected. Such notice shall specify the redemption
date and the place at which the certificates for such Dollar Preference Stock are to be
presented for redemption and upon such date each of such holders shall be bound to
deliver to the Bank at such place the certificates for such Dollar Preference Stock as
are held by him. Upon such delivery, the Bank shall pay to such holder the amount due
to him in respect of such redemption and shall cancel the certificates so delivered. If
any such certificate includes any Dollar Preference Stock not redeemable on that
occasion, a fresh certificate for such stock shall be issued to the holder without
charge upon cancellation of the existing certificate.(3)
    
    As from the date fixed for redemption, no Preference Dividend shall be payable
on the Dollar Preference Stock to be redeemed except on any such stock in respect of
which, upon either due presentation of the certificate relating thereto, 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
 29




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##### 



Dividend shall continue to accrue on and from the date
fixed for redemption down to, but not including, the date of payment of such redemption
moneys.(4)
    
    The provisions of this sub-paragraph (4) shall apply in relation to any Dollar
Preference Stock that is to be redeemed and that, on the date fixed for redemption, is
in uncertificated form. The Bank shall give to the holders of such Dollar Preference
Stock not less than 30 days and not more than 60 days notice in writing of the date on
which such redemption is to be effected. Such notice shall specify the redemption date
and the Directors shall be entitled, in their absolute discretion, to determine the
procedures for the redemption of such Dollar Preference Stock held in uncertificated
form on the relevant redemption date (subject always to the facilities and requirements
of the relevant system concerned). Upon being satisfied that such procedures have been
effected, the Bank shall pay to the holders of the Dollar Preference Stock concerned
the amount due in respect of such redemption of such Dollar Preference Stock.(5)
    
    Without prejudice to the generality of sub-paragraph (4) above:
 (a)
    
    the procedures for the redemption of any Dollar Preference Stock may
involve or include the sending by the Bank or by any person on its behalf, of an
issuer-instruction to the operator of the relevant system concerned requesting or
requiring the deletion of any computer-based entries in the relevant system
concerned that relate to the holding of the Dollar Preference Stock concerned;
and/or(b)
    
    the Bank may, if the Directors so determine, (by notice in writing to the
holder concerned, which notice may be included in the notice of redemption
concerned) require the holder of the Dollar Preference Stock concerned to change the
form of the Dollar Preference Stock from uncertificated form to certificated form
prior to the date fixed for redemption (in which case the provisions in this Bye-Law
relating to the redemption of Dollar Preference Stock held in certificated form
shall apply).
 Whether any Dollar Preference Stock to be redeemed is in certificated form or
uncertificated form on the relevant date fixed for redemption shall be determined by
reference to the Register as at 12.00 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
 30




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(1)
    
    The Dollar Preference Stockholders shall be entitled to receive notice of any
General Court of the Bank and a copy of every circular or like document sent out by the
Bank to the holders of Ordinary Stock but shall not be entitled to attend any General
Court or to speak or vote thereat unless:
 (a)
    
    a resolution is to be proposed at such meeting for the winding up of the
Bank; or(b)
    
    a resolution is to be proposed at such meeting varying, altering or
abrogating any of the rights, privileges, limitations or restrictions attached to
the Dollar Preference Stock;
 and then to vote only on such resolution or resolutions; 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
Dollar Preference Stockholders shall be entitled to speak and vote on all resolutions
proposed at such meeting.For the avoidance of doubt, unless otherwise provided by its terms of issue and without
prejudice to the rights attached to the Dollar Preference Stock to participate in any
return of capital, the rights attached to any Dollar Preference Stock shall not be deemed
to be varied, altered or abrogated by a reduction in any capital stock ranking as regards
participation in the profits and assets of the Bank pari passu with or after such Dollar
Preference Stock or by any redemption of any such capital stock, unless, in either of the
foregoing cases, the then most recent dividend due to be paid on each class of preference
stock in the capital of the Bank prior to such reduction or redemption shall not have
been paid in cash.
 (2)
    (a)
    
    At a separate Meeting of the Dollar Preference Stockholders referred to in
paragraph (F) of this Bye-Law on a show of hands each Dollar Preference Stockholder
present in person or every proxy for every such member shall have one vote and on a
poll each Dollar Preference Stockholder present in person or by proxy shall have one
vote in respect of each US$1 of Dollar Preference Stock held by him; and
 (b)
    
    Whenever the Dollar Preference Stockholders are entitled to attend and
vote at a General Court of the Bank then, on a show of hands, each Dollar Preference
Stockholder, present in person or every proxy for every such member, shall have one
vote and on a poll each Dollar Preference Stockholder present in person or by proxy
shall have one vote for every 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:
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(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;
 and a relevant requisition may consist of several documents in like form each signed by
or on behalf of one or more of the requisitionists. The provisions of Bye-Law 46 (c), (d)
and (e) shall apply mutatis mutandis to an Extraordinary General Court requisitioned in
accordance with this Bye-Law.(5)
    
    The right to requisition a General Court of the Bank contained in this
paragraph (E) shall be exercisable only at a time when the most recent instalment of
the Preference Dividend due to be paid prior to such requisition shall not have been
paid in cash.(6)
    
    The Directors shall procure that, on any resolution at a General Court of the
Bank upon which the Dollar Preference Stockholders are entitled to vote and on each
resolution at a separate Meeting, referred to at paragraph (F) of this Bye-Law, of the
Dollar Preference Stockholders, a poll is demanded by the Chairman of such meeting in
accordance with these Bye-Laws.(F)
    
    Restriction on Capitalisations and Issues of Securities
 Relevant Dollar Preference Stock 2 3 2 3
   32




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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 Dollar Preference Stock; and(5)
    
    the further preference stock may be convertible into Ordinary Stock or any
other class of stock ranking as regards participation in the profits and assets of the
Bank pari passu with or after such Dollar Preference Stock, in each case on such terms
and conditions as may be prescribed by the terms of issue thereof.
 The creation or issue of, or the variation, alteration or abrogation of or addition to the
rights, privileges, limitations or restrictions attaching to, any stock of the Bank ranking
after the Dollar Preference Stock as regards participation in the profits and assets of the
Bank and the creation or issue of further preference stock ranking pari passu with the
Dollar Preference Stock as provided for above shall be deemed not to be a variation,
alteration or abrogation of the rights, privileges, limitations or restrictions attaching to
the Dollar Preference Stock. Provided, however, as regards further preference stock ranking
pari passu with the Dollar Preference Stock that, on the date of such creation or issue, the
most recent instalment of the dividend due to be paid on each class of preference stock in
the capital of the Bank prior to such date shall have been paid in cash. If any further
preference stock of the Bank shall have been issued, then any subsequent variation,
alteration or abrogation of or addition to the rights, privileges, limitations or
restrictions attaching to any of such further preference stock shall be deemed not to be a
variation, alteration or abrogation of the rights, privileges, limitations or restrictions
attaching to the Dollar Preference Stock provided that the rights attaching to such
preference stock thereafter shall be such that the creation and issue by the Bank of further
preference stock carrying those rights would have been permitted under this paragraph.
 (H)
    
    Variation of Class Rights
 Without prejudice to Bye-Law 8 (b) the rights, privileges, limitations or restrictions
attached to the Dollar Preference Stock (or any class thereof) may be varied, altered or
abrogated, either whilst the Bank is a going concern or during or in contemplation of a
winding up, with the written consent of the holders of not less than
662/3% in nominal value of such class of stock or with the sanction of
a resolution passed at a class meeting of holders of such classes of stock provided that the
holders of not less than 662/3% in nominal value of such class of
stock in attendance and voting vote in favour of such resolution.
 Sterling Preference Stock
 5.
    
    The rights attaching to the Sterling Preference Stock shall be as follows:
 (A)
    
    General
 The Sterling Preference Stock shall rank pari passu inter se with the Dollar Preference
Stock and with the euro Preference Stock as regards the right to receive dividends and the
rights on winding up of, or other return of capital by, the Bank. Notwithstanding the
provisions of Bye-Law 8 and subject as provided in
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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.
 (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
 34




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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 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
 35




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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 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
132 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
 36




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of capital but which is payable in respect of a period ending on or before such date
and the amount of any Preference Dividend which would have been payable by the Bank
in accordance with paragraph (B) of this Bye-Law in respect of the period commencing
with the fixed dividend payment date which shall most recently have occurred prior
to the winding up of the Bank or the date of return of capital, as the case may be,
and ending with the date of such return of capital, whether on a winding up or
otherwise, as though such period had been one in relation to which an instalment of
the Preference Dividend would have been payable pursuant to paragraph (B), but
subject always to the provisions of sub-paragraphs (2) (b), (c) and (d) of paragraph
(B); and
 (b)
    
    subject thereto, such premium (if any) as may be determined by the
Directors prior to allotment thereof (and so that the Directors may determine that
such premium is payable only in specified circumstances and/or that such premium
shall be of variable amount depending on the timing and circumstances of such
return of capital).(3)
    
    The amounts payable or repayable under sub-paragraphs (1) and (2) of this
paragraph (C) in the event of a winding up of, or other return of capital (other than
on a redemption of stock of any class in the capital of the Bank) by the Bank, shall
be so paid pari passu with any amounts payable or repayable in that event upon or in
respect of any further preference stock of the Bank ranking pari passu with the
Sterling Preference Stock as regards repayment of capital and shall be so paid in
priority to any repayment of capital on any other class of 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
 37




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##### 



such Sterling Preference Stock are to be presented for redemption and upon such date each
of such holders shall be bound to deliver to the Bank at such place the certificates for
such Sterling Preference Stock as are held by him. Upon such delivery, the Bank shall pay
to such holder the amount due to him in respect of such redemption and shall cancel the
certificates so delivered. If any such certificate includes any Sterling Preference Stock
not redeemable on that occasion, a fresh certificate for such stock shall be issued to the
holder without charge upon cancellation of the existing certificate.
 (3)
    
    As from the date fixed for redemption, no Preference Dividend shall be payable on the
Sterling Preference Stock to be redeemed except on any such stock in respect of which,
upon either due presentation of the certificate relating thereto, or, if the Sterling
Preference Stock was in uncertificated form on the date fixed for redemption the
procedures for redemption as referred to in sub-paragraph (4) below, having been effected,
payment of the moneys due at such redemption shall be improperly refused, in which event,
the Preference Dividend shall continue to accrue on and from the date fixed for redemption
down to, but not including, the date of payment of such redemption moneys.(4)
    
    The provisions of this sub-paragraph (4) shall apply in relation to any Sterling
Preference Stock that is to be redeemed and that, on the date fixed for redemption, is in
uncertificated form. The Bank shall give to the holders of such Sterling Preference Stock
not less than 30 days and not more than 60 days notice in writing of the date on which
such redemption is to be effected. Such notice shall specify the redemption date and the
Directors shall be entitled, in their absolute discretion, to determine the procedures for
the redemption of such Sterling Preference Stock held in uncertificated form on the
relevant redemption 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
 38




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##### 



moneys payable on redemption thereof, shall constitute an absolute discharge to the Bank
in respect thereof.
 (7)
    
    Upon the redemption of any Sterling Preference Stock the Directors may (pursuant to
the authority given by the passing of the resolution to adopt this Bye-Law) consolidate
and divide and/or sub-divide the authorised preference stock existing as a consequence of
such redemption into stock of any other class of capital stock into which the authorised
capital stock of the Bank is or may at that time be divided of a like nominal amount (as
nearly as may be) and in the same currency as the Sterling Preference Stock so redeemed or
into unclassified stock of the same nominal amount and in the same currency as the
Sterling Preference Stock so redeemed.(E)
    
    Voting
  (a)
    
    a resolution is to be proposed at such meeting for the winding up of the Bank; or(b)
    
    a resolution is to be proposed at such meeting varying, altering or abrogating any of
the rights, privileges, limitations or restrictions attached to the Sterling Preference
Stock;
      39




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40




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##### 



(4)
    
    A relevant requisition is a requisition:(a)
    
    which has been signed by or on behalf of the holders of a majority of the Sterling
Preference Stock in issue at the date of such requisition; and(b)
    
    which states the objects of the meeting to be convened;and a relevant requisition may consist of several documents in like form each signed by
or on behalf of one or more of the requisitionists. The provisions of Bye-Law 46 (c),
(d) and (e) shall apply mutatis mutandis to an Extraordinary General Court requisitioned
in accordance with this Bye-Law.(5)
    
    The right to requisition a General Court of the Bank contained in this paragraph (E)
shall be exercisable only at a time when the most recent instalment of the Preference
Dividend due to be paid prior to such requisition shall not have been paid in cash.(6)
    
    The Directors shall procure that, on any resolution at a General Court of the Bank
upon which the Sterling Preference Stockholders are entitled to vote and on each
resolution at a separate Meeting, referred to at paragraph (F) of this Bye-Law, of the
Sterling Preference Stockholders, a poll is demanded by the Chairman of such meeting in
accordance with these Bye-Laws.(F)
    
    Restriction on Capitalisations and Issues of SecuritiesThe following shall apply in relation to any particular Sterling Preference Stock (the
Relevant Sterling Preference Stock) if so determined by the Directors prior to allotment
thereof. Save with the written consent of the holders of not less than 75% in nominal value
of the Relevant Sterling Preference Stock, or with the sanction of a resolution passed at a
separate meeting of the holders of the Relevant Sterling Preference Stock where holders of
not less than 75% in nominal value of the Relevant Sterling Preference Stock in attendance
and voting have voted in favour of such resolution, the Directors shall not (i) pursuant to
Bye-Law 131 to 133 capitalise any part of the amounts available for distribution and
referred to in such Bye-Law if after such capitalisation the aggregate of such amounts would
be less than a multiple, determined by the Directors prior to the allotment of the Relevant
Sterling Preference Stock of the aggregate amount of the annual dividends (exclusive of any
associated tax credit) payable on the Sterling Preference Stock then in issue and any other
preference stock then in issue ranking as regards the right to receive dividends or the
rights on winding up of, or other return of capital by, the Bank, pari passu with or in
priority to the Relevant Sterling Preference Stock, or (ii) authorise or create, or increase
the amount of any stock of any class or any security convertible into the stock of any class
ranking as regards the right to receive dividends or the rights on winding up of, or other
return of capital by, the Bank in priority to the Relevant Sterling Preference Stock. A
separate Meeting shall be deemed to be a class meeting and the provisions of Bye-Law 8 (a)
shall apply subject always to the over-riding provision of sub-paragraph (6) of paragraph
(E) of this Bye-Law.(G)
    
    Further Preference StockThe Bank may from time to time create and issue further preference stock ranking as regards
participation in the profits and assets of the Bank pari passu with the Sterling Preference
Stock and so that any such further preference stock may be denominated in any currency and
may carry as regards participation in the profits and assets of the Bank rights identical in
all respects to those attaching to the
 41




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Sterling Preference Stock or rights differing therefrom in any respect including, but
without prejudice to the generality of the foregoing:
 (1)
    
    the rate of dividend may differ and the dividend may be cumulative or
non-cumulative;(2)
    
    the periods by reference to which dividend is payable may differ;(3)
    
    a premium may be payable on a return of capital or there may be no such premium;(4)
    
    the further preference stock may be redeemable at the option of the Bank or the
holder or may be non-redeemable or may be redeemable at different dates and on different
terms from those applying to the Sterling Preference Stock; and(5)
    
    the further preference stock may be convertible into Ordinary Stock or any other
class of stock ranking as regards participation in the profits and assets of the Bank pari
passu with or after such Sterling Preference Stock, in each case on such terms and
conditions as may be prescribed by the terms of issue thereof.The creation or issue of, or the variation, alteration or abrogation of or addition to the
rights, privileges, limitations or restrictions attaching to, any stock of the Bank ranking
after the Sterling Preference Stock as regards participation in the profits and assets of
the Bank and the creation or issue of further preference stock ranking pari passu with the
Sterling Preference Stock as provided for above shall be deemed not to be a variation,
alteration or abrogation of the rights, privileges, limitations or restrictions attaching to
the Sterling Preference Stock. Provided, however, as regards further preference stock
ranking pari passu with the Sterling Preference Stock that, on the date of such creation or
issue, the most recent instalment of the dividend due to be paid on each class of preference
stock in the capital of the Bank prior to such date shall have been paid in cash. If any
further preference stock of the Bank shall have been issued, then any subsequent variation,
alteration or abrogation of or addition to the rights, privileges, limitations or
restrictions attaching to any of such further preference stock shall be deemed not to be a
variation, alteration or abrogation of the rights, privileges, limitations or restrictions
attaching to the Sterling Preference Stock provided that the rights attaching to such
preference stock thereafter shall be such that the creation and issue by the Bank of further
preference stock carrying those rights would have been permitted under this paragraph.(H)
    
    Variation of Class RightsWithout prejudice to Bye-Law 8 (c) the rights, privileges, limitations or restrictions
attached to the Sterling Preference Stock (or any class thereof) may be varied, altered or
abrogated, either whilst the Bank is a going concern or during or in contemplation of a
winding up, with the written consent of the holders of not less than 75% in nominal value of
such class of stock or with the sanction of a resolution passed at a class meeting of
holders of such classes of stock provided that the holders of not less than 75% in nominal
value of such class of stock in attendance and voting vote in favour of such resolution.
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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
 43




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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
 44




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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
132 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
 45




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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
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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).
  (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.
  48




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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
 Relevant
euro Preference Stock
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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.
  50




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##### 



2009 Preference Stock
 (2)
    
    Income(a)
    
    The 2009 Preference Stock shall rank pari passu with the Parity Core Tier 1
Securities as regards the right to receive dividends and shall rank in priority to
the Ordinary Stock as regards the right to receive dividends.(b)
    
    Subject to the further provisions of this paragraph, the Preference
Dividend for the 2009 Preference Stock shall be a fixed non-cumulative cash dividend
at the rate of:
 (i)
    
    for the year ended 20 February 2011, 8 per cent. per
annum on the amount paid up on the 2009 Preference Stock (including premium)
up to the First Conversion Date (as defined in Bye-Law 6(I)(8) below) and
10.25 per cent on the amount paid up on the 2009 Preference Stock (including
premium) per annum thereafter; and(ii)
    
    for the year ended 20 February 2012 and each year
thereafter, 10.25 per cent. per annum on the amount paid up on the 2009
Preference Stock (including premium);
 2009 Preference Dividend Dividend Payment Date
 (c)
    
    An instalment of the 2009 Preference Dividend shall become payable subject
to and following a resolution of the Directors to pay such dividend, provided that
the Directors in their sole and absolute discretion may:
 (i)
    
    decline to pass such a resolution; or
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(ii)
    
    resolve that the instalment of the 2009 Preference
Dividend shall not be payable,
 2009 Preference Stockholders
 (d)
    
    For the avoidance of doubt and without limitation to the generality of the
discretion of the Directors referred to in Bye-Law 6(I)(2)(c), no instalment of the
2009 Preference Dividend shall be paid or be payable:
 (i)
    
    if, in the judgement of the Directors, after consultation
with the Financial Regulator the payment of such instalment would breach or
cause a breach of Irish banking capital adequacy requirements from time to
time applicable to the Bank; and/or(ii)
    
    if, in the judgement of the Directors, there are
insufficient distributable reserves of the Bank to pay the relevant
instalment.
 (e)
    
    In addition to the amount repayable on the 2009 Preference Stock pursuant
to Bye-Law 6(I)(3) there shall be payable on a winding up or dissolution of the Bank
or the passing of a resolution at a General Court of the Bank for the appointment of
a liquidator or examiner to the Bank a sum equal to:
 (i)
    
    the amount of any 2009 Preference Dividend which is due
for payment after the date of commencement of the winding-up or dissolution
or relevant resolution but which is payable in respect of the period ending
on or before the date of such commencement of winding-up or dissolution or
relevant resolution; and(ii)
    
    the amount of any 2009 Preference Dividend which would
have been payable by the Bank in accordance with Bye-Law 6(I)(2)(b) in
respect of the period commencing with the Dividend Payment Date which shall
have most recently occurred prior to the commencement of the winding-up or
dissolution or relevant resolution and ending with the date of such
commencement of winding-up or dissolution or resolution, unless that period
had been one in relation to which an instalment of the 2009 Preference
Dividend would not have been payable pursuant to Bye-Law 6(I)(2)(d),
  (f)
    
    The amounts payable under Bye-Law 6(I)(2)(e) shall be so paid pari passu
with any amounts payable or repayable on the Parity Core Tier 1 Securities on a
winding-up or dissolution of the Bank, but shall be paid in priority to any amounts
payable or repayable on the Ordinary Stock.(g)
    
    For the purposes of determining the 2009 Preference Dividend payable for
any period of less than one year, the amount will be calculated on the
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basis of the number of days in such period based on a 360-day year comprised of
twelve 30-day months.
 (h)
    
    The record date for:-
 (i)
    
    the payment of 2009 Preference Dividends; and(ii)
    
    the purposes of determining any right to be issued 2009
Bonus Stock pursuant to Bye-Law 6(I)(3),
  (i)
    
    The units of the 2009 Preference Stock are perpetual securities, subject to
the rights of redemption set out in these Bye-Laws.
 (3)
    
    Capital
 (a)
    
    On a winding up of the Bank or other return of capital (other than a
redemption of stock of any class in the capital of the Bank) by the Bank, the
repayment of the capital paid up (including premium) on the 2009 Preference Stock to
the 2009 Preference Stockholders:
 (i)
    
    shall rank pari passu with the repayment of the capital
paid up (excluding premium) on the Ordinary Stock to the holders of Ordinary
Stock;(ii)
    
    shall rank ahead of the Deferred Stock and ahead of the
repayment of the premium (if any) paid up on the Ordinary Stock to the
holders of the Ordinary Stock;(iii)
    
    but shall rank behind the repayment of capital on all
other classes of stock, including other classes of the euro Preference
Stock, the Sterling Preference Stock, the Dollar Preference Stock and the
2005 Preference Stock,
  (b)
    
    Bye-Law 6(C) shall not apply to the 2009 Preference Stock.(c)
    
    The provisions in the first sentence of Bye-Law 6(A) relating to the rights
of the euro Preference Stock on the winding up of or other return of capital by the
Bank shall not apply to the 2009 Preference Stock.(4)
    
    Bonus issue of Ordinary Stock(d)
    
    If an instalment of the 2009 Preference Dividend is not paid on the
relevant Dividend Payment Date pursuant to Bye-Law 6(I)(2) (a Relevant Instalment),
each 2009 Preference Stockholder shall be issued and allotted on the Bonus Stock
Settlement Date (as defined in Bye-Law 6(I)(4)(f)) the number of units of Ordinary
Stock as is equal to: (i) the aggregate cash amount of the Relevant Instalment in
euro which would have been payable to the 2009 Stockholder or would have been
 53




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received had it been paid; and (ii) any dividend withholding tax deducted or
which would have been deducted, divided by the Stock Value (the 2009 Bonus
Stock) subject to the Bank not being prohibited by law from doing so. Such 2009
Bonus Stock shall be issued fully paid at an issue price equal to the nominal
value of such stock by a capitalisation of reserves as provided in paragraph (h)
of this Bye-Law; provided however that where the Bank has insufficient reserves
to pay up the 2009 Bonus Stock in full it may be required by a 2009 Preference
Stockholder to issue its pro rata share of such 2009 Bonus Stock on the basis
that the Bank shall pay up the issue price of such 2009 Bonus Stock in accordance
with Bye-Law 6(I)(4)(h) out of a pro rata amount of the available reserves of the
Bank, with the balance to be paid up by such 2009 Preference Stockholder,
provided however that the Bank shall not be required to pay up any part of the
2009 Bonus Shares out of the distributable reserves of the Bank in contravention
of Bye-Law 4(F), 5(F) or 6(F).(e)
    
    Where the issue of such 2009 Bonus Stock is to be on a date later than the
Dividend Payment Date, the fact that the issue of such stock shall be so deferred
shall be notified to each holder of 2009 Preference Stock in writing within a
reasonable period following the Relevant Instalment Date.(f)
    
    Stock Value in this Bye-Law means:
 (i)
    
    where the Bonus Stock Settlement Date is the Dividend
Payment Date when the Relevant Instalment would have been paid had the
directors so resolved (the Relevant Instalment Date), 100 per cent. of the
Average Stock Price;(ii)
    
    where the Bonus Stock Settlement Date is after the
Relevant Instalment Date, 95 per cent. of the Average Stock Price.
 (g)
    
    Average Stock Price in this Bye-Law means the average price per unit of
Ordinary Stocks in the 30 Trading Days prior to the Relevant Instalment Date, with
the price for each such Trading Day from which the average is to be derived being
determined as follows:
 (i)
    
    in respect of a Trading Day on which there is dealing on
The Irish Stock Exchange in respect of the Ordinary Stock, the closing
quotation price on that date per unit of the Ordinary Stock as published in
The Irish Stock Exchange Daily Official List (or any successor publication);(ii)
    
    in respect of any Trading Day on which there is no
dealing on The Irish Stock Exchange in respect of the Ordinary Stock, the
mid-price on that day between the low and high market guide prices per unit
of the Ordinary Stock as published in The Irish Stock Exchange Daily
Official List (or any successor publication);(iii)
    
    in respect of any Trading Day on which there is no
dealing on The Irish Stock Exchange in respect of the Ordinary Stock where
only one market guide price has been published, the market guide price on
that day per unit of the Ordinary Stock as published in The Irish Stock
Exchange Daily Official List (or any successor publication),
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provided that if the means of providing the above information as to dealings and
prices is altered or is replaced by some other means, then the appropriate price
shall be determined on the basis of the equivalent information published by the
relevant authority in relation to dealings on The Irish Stock Exchange or its
equivalent.
 (h)
    
    The 2009 Bonus Stock allotted pursuant to this Bye-Law 6(I)(4) shall rank
pari passu in all respects with the fully paid Ordinary Stock.(i)
    
    The 2009 Bonus Stock shall be allotted on a date determined by the
Directors in their sole and absolute discretion provided such date shall be no later
than the first in time to occur of the following:
 (i)
    
    the date after the Dividend Payment Date on which the
Relevant Instalment was not paid on which a cash dividend is paid on the
2009 Preference Stock or any other capital stock in the Bank;(ii)
    
    the date after the Dividend Payment Date on which the
Relevant Instalment was not paid on which any of the 2009 Preference Stock
or any other capital stock in the Bank is redeemed or purchased for cash by
the Bank,(the Bonus Stock Settlement Date).
 (j)
    
    The Bank shall not issue fractions of Ordinary Stock on any allotment of
2009 Bonus Stock and the number of units of 2009 Bonus Stock to be issued to any 2009
Preference Stockholder shall be rounded down to the nearest integer and the 2009
Preference Stockholders shall have no further right or claim in respect of such
fractions of Ordinary Stock.(k)
    
    For the purpose of paying up 2009 Bonus Stock, the Directors shall:
 (i)
    
    first capitalise out of the sums standing to the credit
of the Banks undistributable reserve accounts, including any premia
received on the issue of stock; and(ii)
    
    thereafter, subject to the provisions of Bye-Laws 4(F),
5(F) and 6(F), capitalise any amount remaining unpaid out of the
distributable reserves of the Bank,
  (l)
    
    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
this Bye-Law 6(I)(4). If any 2009 Bonus Stock falling to be allotted pursuant to
this Bye-Law 6(I)(4) cannot be allotted by reason of any insufficiency in the Banks
authorised capital stock:
 (i)
    
    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; and
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(ii)
    
    the 2009 Preference Stockholders shall be entitled to
exercise such number of votes at such General Court as shall be required to
have such resolutions approved as special resolutions.
 (m)
    
    The 2009 Preference Stock shall not confer the right to participate in any
issue of stock on a capitalisation of reserves except as provided in this Bye-Law
6(I)(4).(n)
    
    No 2009 Bonus Stock shall be issued where the Bonus Stock Settlement Date
falls on a date on or after the date of an order being made or petition being
presented or resolution being passed for the insolvent winding up or insolvent
dissolution of the Bank or for the appointment of a liquidator or examiner to the
Bank.(o)
    
    Bye-Laws 6(B)(2) and 6(F) shall not apply to the 2009 Preference Stock.(5)
    
    Redemption(p)
    
    The 2009 Preference Stock shall, subject to the provisions of the Companies
Acts 1963 to 2006 (in so far as they apply to the Bank) and the consent of the
Financial Regulator, be redeemable in whole or in part, at any time, at the option of
the Bank in accordance with Bye-Law 6(D)from:
 (i)
    
    profits available for distribution; and/or(ii)
    
    the proceeds of an issue of stock or other securities
which, under the regulatory framework then applicable to the Bank, would
constitute core tier 1 capital (within the meaning of the Financial
Regulators requirements at such time), or its equivalent,
  (q)
    
    The Bank shall be required to redeem all of the 2009 Preference Stock in
accordance with paragraph (5)(a) of this Bye-Law in the event that the number of
units of 2009 Preference Stock in issue falls below 35,000,000 units of 0.01 each.(r)
    
    During the five year period commencing on the 2009 Issue Date, each unit of
2009 Preference Stock that the Bank proposes to redeem shall be redeemable at a price
per unit equal to the amount paid on subscription (including premium). On or after
the fifth anniversary of the 2009 Issue Date, each unit of the 2009 Preference Stock
that the Bank proposes to redeem shall be redeemable at a price per unit equal to 125
per cent. of the amount paid on subscription (including premium). On the redemption
of units of the 2009 Preference Stock the Bank shall pay the proportion of the
relevant 2009 Preference Dividend which shall have accrued on the units of 2009
Preference Stock to be redeemed up to the date of redemption or, at the option of the
Bank in accordance with these Bye-Laws, the Bank shall issue the 2009 Bonus Stock in
respect of which issue rights have accrued on the units of the 2009 Preference Stock
to be redeemed up to the date of redemption. No other premium or dividend (including
2009 Preference Dividend or part thereof) shall be paid on any redemption of the 2009
Preference Stock.
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(s)
    
    The Bank shall give to the holders of the 2009 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 (or other title document) for
such 2009 Preference Stock are to be presented for redemption and upon such date each
of such holders shall deliver to the Bank at such place the certificates (or other
title document) for such of the 2009 Preference Stock as is held by such holder which
is due to be redeemed. Upon such delivery, or, if earlier, the date of expiry of the
redemption notice issued by the Bank as aforesaid, the Bank shall pay to such holder
the amount due to him in respect of such redemption and shall (as appropriate) cancel
any certificates so delivered. If any such certificate includes any 2009 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.(t)
    
    The receipt of the registered holder for the time being of any 2009
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.(u)
    
    Upon the redemption of any 2009 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 stock capital
existing as a consequence of such redemption into stock of any other class of stock
capital into which the authorised stock capital 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 2009 Preference Stock so redeemed or into unclassified stocks of the same nominal
amount and in the same currency as the 2009 Preference Stock so redeemed.(v)
    
    The 2009 Preference Stock shall not be redeemable at the option of the
holders of such stock.(w)
    
    In the event of a conflict or ambiguity between the terms of this Bye-Law
6(I)(5) and Bye-Law 6(D), this Bye-Law 6(I)(5) shall prevail, provided that, for the
avoidance of doubt, Bye-Laws 6(D)(3), 6(D)(5) and 6(D)(6) shall apply to the 2009
Preference Stock.(6)
    
    Voting(x)
    
    The 2009 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, speak
or vote at any General Court in their capacity as holders of the 2009 Preference
Stock save as expressly permitted by this Bye-Law 6(I)(6).(y)
    
    Where the total votes of the Government Preference Stockholder (or all the
Government Preference Stockholders together, where there is more than one Government
Preference Stockholder) capable of being cast at a General Court on any of the
resolutions specified in (i) or (ii) below pursuant to its or their holding of
Ordinary Stock (including Provisional Voting Rights) is less than 25 per cent. of all
the votes capable of being cast at a General Court on such a resolution or
resolutions, the Government Preference Stockholder (or all of the Government
 57




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##### 



Preference Stockholders together, where there is more than one Government
Preference Stockholder) shall be entitled to cast the number of votes that would
equal 25 per cent. of all the votes capable of being cast at a General Court
(including the votes of the Government Preference Stockholder (or all of the
Government Preference Stockholders together, where there is more than one
Government Preference Stockholder) pursuant to this Bye-Law 6(1)(6)(b), pursuant
to the Provisional Voting Rights and/or pursuant to the Ordinary Stock held by
such Government Preference Stockholder) in respect of the following resolutions
at a General Court:
 (i)
    
    a resolution to appoint, re-elect or remove a Director;
and/or(ii)
    
    a Control Resolution.
 (z)
    
    2009 General Voting Rightsmeans the voting rights of the Government
Preference Stockholder referred to in Bye-Law 6(I)(6)(b).(aa)
    
    The 2009 General Voting Rights shall cease to apply if:
 (i)
    
    the Government Preference Stockholder (or all of the
Government Preference Stockholders where there is more than one Government
Preference Stockholder) transfers, or otherwise disposes of all of the 2009
Preference Stock (or any beneficial or legal interest in all of the 2009
Preference Stock) to any person or persons who is not a Government
Preference Stockholder or a Government Body; or(ii)
    
    all of the 2009 Preference Stock is redeemed or
repurchased by the Bank,
  (bb)
    
    In the period between a Relevant Instalment Date on which a 2009 Preference
Dividend is not paid and where 2009 Bonus Stock is not issued and the relevant Bonus
Stock Settlement Date the Government Preference Stockholder (or all of the Government
Preference Stockholders together, where there is more than one Government Preference
Stockholder) shall be entitled to cast up to the number of votes capable of being
cast at a General Court that would have attached to the relevant 2009 Bonus Stock had
the relevant 2009 Bonus Stock been allotted and issued to the Government Preference
Stockholder on the Relevant Instalment Date (the Provisional Voting Rights).(cc)
    
    The Provisional Voting Rights relating to any 2009 Bonus Stock which has
yet to be issued shall cease to apply once such 2009 Bonus Stock has been issued and
any purported exercise of the Provisional Voting Rights after such rights have been
extinguished shall be disregarded and void.(dd)
    
    The Provisional Voting Rights shall be unaffected in the event of the 2009
General Voting Rights ceasing to apply under Bye-Law 6(I)(6)(d).(ee)
    
    The Government Preference Stockholder (or all the Government Preference
Stockholders together, where there is more than one
 58




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##### 



Government Preference Stockholder) in respect of the 2009 Preference Stock, the
2009 Bonus Stock or any Provisional Voting Rights shall not be capable of
exercising its voting rights in any resolution with the purpose or effect,
whether directly or indirectly, of authorising or restricting:
 (i)
    
    the declaration or payment of a dividend or distribution
or the redemption, purchase or return of capital in respect of any capital
stock of the Bank; or(ii)
    
    the capitalisation of reserves or the bonus issue of
stock in respect of any capital stock of the Bank,
  (ff)
    
    The provisions of Bye-Law 6(E)(1) shall not apply to the 2009 Preference
Stock, but for the avoidance of doubt the other provisions of Bye-Law 6(E) shall
apply to class meetings of the 2009 Preference Stockholders, provided that the quorum
for any class meeting of the holders of the 2009 Preference Stockholders shall be one
2009 Preference Stockholder present in person or by proxy.(gg)
    
    The 2009 General Voting Rights do not apply to any holder of 2009
Preference Stock that is not a Government Preference Stockholder.(hh)
    
    The Provisional Voting Rights relating to any units of 2009 Bonus Stock
which have yet to be issued as well as the right to such units of 2009 Bonus Stock
may be assigned by deed executed by the Government Preference Stockholder entitled
thereto provided however that:
 (i)
    
    the Provisional Voting Rights which are assigned with the
right to receive 2009 Bonus Stock to which such Provisional Voting Rights
relate;(ii)
    
    such assignment shall only be enforceable against the
Bank where a counterpart of such deed of assignment is delivered to the
Bank; and(iii)
    
    Provisional Voting Rights assigned pursuant to this
Bye-Law shall, for the avoidance of doubt, be subject always to the
provisions relating to the cessation of such Provisional Voting Rights
pursuant to Bye-Law 6(I)(6)(f).
 (ii)
    
    The requirement for the consent of the Minister for Finance set out in
Bye-Laws 71(c) and 71(d) may not be amended without the approval of the 2009
Preference Stockholders given by way of a special resolution passed at a separate
meeting of the 2009 Preference Stockholders.
 (7)
    
    TransferThe 2009 Preference Stock are freely transferable provided that the minimum number of units
transferred to any one person is not less than 50,000.
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(8)
    
    Conversion of 2009 Preference Stock to Ordinary Stock
 (a)
    
    The 2009 Preference Stock may be converted into units of
Ordinary Stock pursuant to, and in accordance with the provisions of, the
Government Transaction Agreement.(b)
    
    The date on which the 2009 Preference Stock is converted
into units of Ordinary Stock pursuant to, and in accordance with the
provisions of, the Government Transaction Agreement shall be a Conversion
Date, and the first Conversion Date that occurs pursuant to the provisions
of this Bye-Law and the Government Transaction Agreement shall be the First
Conversion Date.(c)
    
    The units of Ordinary Stock to which the 2009 Preference
Stockholders are entitled on conversion pursuant to this Bye-Law
(New Stock):
 I.
    
    shall be credited as fully paid (to the extent necessary
funds shall be transferred from the stock premium account of the
Bank to do so);II.
    
    will carry the right to receive all dividends and other
distributions declared, made or paid on the Ordinary Stock of the
Bank in respect of which the record date falls after the relevant
Conversion Date; andIII.
    
    shall rank pari passu in all respects and form one class
with the units of Ordinary Stock then in issue.
 (d)
    
    As soon as the Bank is permitted to do so, following the
conversion of 2009 Preference Stock to Ordinary Stock pursuant to the
Conversion Right, the Bank shall pay the proportion of the 2009 Preference
Dividend which shall have accrued on the units of 2009 Preference Stock
converted into units of Ordinary Stock up to the Conversion Date or, at the
option of the Bank in accordance with these Bye-Laws, the Bank shall issue
the 2009 Bonus Stock in respect of which rights have accrued on the units of
2009 Preference Stock to be converted up to the Conversion Date.
 2005 Preference Stock
 7.
    
    In this Bye-Law 7 Junior Obligations means 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.
 60




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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
 Series
 (B)
    
    Income(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;
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##### 



(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:(A) if, in the opinion of the Directors, the distributable profits and
distributable reserves of the Bank are sufficient to cover the Preference Dividend
in respect of the Relevant Series (including any arrears or deficiency of dividend
that are cumulative in form) and also the payment in full of all other dividends
stated to be payable on such date on any other Series (including any arrears or
deficiency of dividend on any such other Stock that are in cumulative form)
expressed to rank pari passu as regards participation in profits, then, subject to
sub-paragraph (D) below, the Preference Dividend on all such Series shall be
declared and paid in full;(B) if, on any Preference Dividend Payment Date the distributable profits and
distributable reserves of the Bank are, in the opinion of the Directors,
sufficient only to enable partial payment of the Preference Dividend in respect of
the Relevant Series (including any arrears or deficiency of dividend that are
cumulative in form) and, if applicable, of any dividends payable on such date on
any other Series (including any arrears or deficiency of dividend on any such
other Series that are in cumulative form) ranking pari passu with the Relevant
Series as regards participation in profits (together, the Participating Stock),
then, subject to subparagraph (D) below, the Directors shall apply such
distributable profits and distributable reserves in paying dividends to the
holders of the Participating Stock pro rata to the amount of dividend on the
Participating Stock accrued and payable (including any arrears or deficiency of
dividend that are in cumulative form) on or before the relevant Preference
Dividend Payment Date;(C) if, on any Preference Dividend Payment Date, the distributable profits and
distributable reserves of the Bank are, in the opinion of the
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##### 



Directors, insufficient to enable payment to be made of any of the Preference
Dividend in respect of the Relevant Series (including any arrears or deficiency of
dividend that are cumulative in form) and, if applicable, of any dividends payable
on such date on any other Series (including any arrears or deficiency of dividend
that are cumulative in form) ranking pari passu with the Relevant Series as
regards participation in profits, then the Bank shall not pay the Preference
Dividend in respect of either Series;(D) if, pursuant to the provisions of sub-paragraphs (B) and (C) above, on any
occasion a Preference Dividend in respect of a Relevant Series which is not
expressed to have a cumulative right as regards participation in profits (or any
part thereof) is not paid, the holders of stock of the Relevant Series shall have
no claim in respect of such shortfall;(E) if a Preference Dividend due on any Preference Dividend Payment Date in
respect of any Relevant Series which is expressed to have a cumulative right as
regards participation in profits is not paid in full (a Preference Dividend
Shortfall) (or a sum is not set aside to provide for its payment in full), and no
additional preference stock have been allotted pursuant to subparagraph (G), the
Bank may not (without the written consent of three-fourths in nominal value of, or
the sanction of a special resolution passed at a meeting of the holders of stock
of the Relevant Series) thereafter:
 (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)
    
    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,
 until such time as the Preference Dividend Shortfall has been paid or a sum has
been set aside for its payment in full;(F) if a Preference Dividend due on any Preference Dividend Payment Date in
respect of any Relevant Series which is not expressed to have a cumulative right
as regards participation in profits is not paid in full (or a sum is not set aside
to provide for its payment in full), and no additional preference stock have been
allotted pursuant to sub-paragraph (G), the Bank may not (without the written
consent of three fourths in nominal value of, or the sanction of a special
resolution passed at a separate general meeting of the holders of stock of the
Relevant Series) thereafter:
 (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,
 for such period following the relevant Preference Dividend Payment Date as may be
designated by the Directors prior to issue;
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(G) the provisions described in this sub-paragraph shall apply if determined by
the Directors prior to allotment of the Relevant Series and then only where the
Preference Dividend (including any arrears or deficiency of dividend that are in
cumulative form) due on any Preference Dividend Payment Date in respect of any
Relevant Series is not paid in its entirety pursuant to sub-paragraph (C) (the
Relevant Dividend) and the amounts (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:
 (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 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
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(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 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
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(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.
  (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
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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).
 Whether any Redeemable 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.(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.
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(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.(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
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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
 Without prejudice to Bye-Law 8(a) the rights, privileges, limitations or restrictions
attached to the 2005 Preference Stock (or any class thereof) may be varied, altered or
abrogated, either whilst the Bank is a going concern or during or in contemplation of a
winding up, with the written consent of holders of not less than 75% in nominal value of
such class of stock or with the sanction of a resolution passed at a class meeting of
holders of such class of stock provided that holders of not less than 75% in nominal value
of such class of stock in attendance and voting vote in favour of such resolution.
 Variation of Rights
 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. Save as provided in Bye-Law 3(e), to every such class
meeting, save as provided in Bye-Laws 4, 5 and 6, all the provisions of these Bye-Laws
relating to General Courts of the Bank and to the proceedings thereat shall apply, mutatis
mutandis, except that in respect of class meetings of the holders of Dollar Preference Stock,
Sterling Preference Stock and euro Preference Stock (i) the necessary quorum shall be two
persons holding or representing by proxy at least one third in nominal amount of the issued
stock of the class and if at any adjourned meeting of such holders a quorum as above defined
is not present, any member of such class who is present in person or by proxy shall be a
quorum; (ii) on a poll each holder of Dollar Preference Stock shall, whether present in person
or by proxy, have one vote in respect of each US$1 of Dollar Preference Stock held by him,
each holder of Sterling Preference Stock shall, whether present in person or by proxy, have
one vote in respect of each unit of Sterling Preference Stock held by him and each holder of
euro Preference Stock shall, whether present in person or by proxy, have one vote in respect
of each unit of euro Preference Stock held by him. Any holder of stock in the class in
question present in person or by proxy at such meeting may demand a poll.(b)
    
    Whenever the rights, privileges, limitations or restrictions attached to any
particular Dollar Preference Stock in issue differ from the rights, privileges,
limitations or restrictions attached to any other Dollar Preference Stock in issue and:
 (i)
    
    some matter has arisen which would amount to a variation, alteration, or
abrogation of the rights, privileges, limitations or restrictions attached to all
that Dollar Preference Stock; and(ii)
    
    the effect of such variation, alteration or abrogation on all of that
Dollar Preference Stock is, in the opinion of the Directors, substantially the same;
 such Dollar Preference Stock shall be treated as a single class for the purpose of
applying the procedures in these Bye-Laws for the variation, alteration or abrogation of
the rights, privileges, limitations or restrictions attaching to the Dollar Preference
Stock of such class.
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(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;
 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.
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(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.4.
    
    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;(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.
 5.
    
    CERTIFICATES FOR STOCK IN CERTIFICATED FORM
 Members entitled to certificates for stock in certificated form
 12.
    
    (a)
    
    Other than holders of Deferred
Stock, 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
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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.
 6.
    
    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.
 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.
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7.
    
    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 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.
 8.
    
    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.
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(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 where such transfer is contrary to
these Bye-Laws or the terms of issue of the relevant stock and 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:(i) the transfer is accompanied by the certificate or (where no certificate has been issued)
the receipt for the stock to which it relates, and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the transfer;(ii) the transfer is in respect of one class of stock only; and(iii) the transfer is lodged at the registration department of the Bank, or at such other
place as the Directors may appoint.No fee shall be charged for the registration of any instrument of transfer or other document
relating to or affecting the title to any stock in certificated form and the Bank shall be
entitled to retain any instrument of transfer which is registered.The Directors may decline to register a transfer of stock in certificated form or
uncertificated form in favour of more than four transferees jointly.If the Bank refuses to register a transfer of any stock, the Bank shall within two months
after the date on which the transfer was lodged with the Bank in the case of stock held in
certificated form or within two months after the date on which the Bank receives the
relevant operator-instruction in the case of stock held in uncertificated form, send to the
transferee notice of the refusal.Nothing in these Bye-Laws shall preclude the Directors from recognising a renunciation of
the allotment of any stock by the allottee in favour of some other person.
 Period during which registration may be suspended
 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.
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9.
    
    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 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.
 10. 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.
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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 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.
 11. 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
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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)
    
    Subject to Bye-Law 71 or where the Bank is required by these Bye-Laws to apply
the reserves of the Bank to paying up the 2009 Bonus Stock, 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. Except where the Bank is required by these Bye-Laws to apply the reserves of
the Bank to paying up the 2009 Bonus Stock, 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.
 12. 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 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 may purchase the 2009 Preference Stock in accordance with Bye-Law
40(e). The Bank shall not make market purchases of any of the other capital stock in
the capital of the Bank unless such purchases shall have been:-
 a.
    
    authorised by a special resolution passed by the members of the
Bank at a General Court in accordance with Section 215 of the Companies Act 1990
(a Section 215 resolution); andb.
    
    consented to as provided for in Bye-Law 71(c).
 (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:
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(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).
 (e)
    
    The Bank may purchase the 2009 Preference Stock in accordance with a resolution
approved for the purpose of sections 213 and/or 214 of the Companies Act 1990 at the
Extraordinary General Court on or around 27 March 2009. Unless otherwise agreed by all
the holders of the 2009 Preference Stock, the Bank shall be required to select the
stock to be purchased on a pro rata basis. During the five year period commencing on
the 2009 Issue Date, each unit of the 2009 Preference Stock that the Bank proposes to
purchase in accordance with such authority shall be redeemable at a price per unit
equal to the amount paid on subscription (including premium). On or after the fifth
anniversary of the 2009 Issue Date, each unit of the 2009 Preference Stock that the
Bank proposes to purchase pursuant to this authority shall be purchased at a price per
unit equal to 125 per cent. of the amount paid on subscription (including premium). On
the purchase of units of the 2009 Preference Stock the Bank shall pay the proportion of
the relevant 2009 Preference Dividend which shall have accrued on the units of 2009
Preference Stock to be purchased up to the date of purchase or, at the option of the
Bank in accordance with the these Bye-Laws, the Bank shall issue the 2009 Bonus Stock
in respect of which issue rights have accrued on the units of the 2009 Preference Stock
to be purchased up to the date of purchase. No other premium or dividend (including
2009 Preference Dividend or part thereof) shall be paid on any purchase of the 2009
Preference Stock. The terms of the purchase of 2009 Preference Stock set out in this
Bye-Law were approved for the purposes of Sections 213 and 214 of the Companies Act
1990 at the Extraordinary General Court of the Bank held on or around 27 March 2009.
 13.
    
    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);
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(b)
    
    The maximum price at which any units of treasury stock may be re-issued
off-market shall be one hundred and twenty per cent. of the Appropriate Price; and(c)
    
    For the purposes of paragraphs (a) and (b) of this Bye-Law the expression the
schemes shall mean the Bank of Ireland Group Employee Stock Issue Scheme  1997 for
Ireland and the United Kingdom respectively, the Bank of Ireland Group Stock Scheme -
1996, and any other scheme or plan from time to time which involves the issue of
Ordinary Stock and which has been approved by the members at a General Court of the
Bank; and Appropriate Price shall mean the average of the closing quotation prices as
published in the Irish Stock Exchange Daily Official List (or any successor publication
thereto) of units of stock of the same class as that of the treasury stock which is to
be re-issued for the five business days immediately preceding the day of re-issue; and,
in respect of any business day on which there shall be no dealing in the units of stock
of that class on the Irish Stock Exchange, the price which is equal to (i) the
mid-point between the high and low market guide prices in respect of such units of
stock for such business day; or (ii) if there shall be only one such market guide price
so published, the market guide price so published; such prices shall be as published in
the Irish Stock Exchange Daily Official List (or any successor publication thereto).
 14.
    
    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.
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(b)
    
    The requisition must state the objects of the General Court and must be signed
by the requisitionists and deposited at the Office and may consist of several documents
in like form each signed by one or more requisitionists.(c)
    
    If the Directors do not within twenty one days from the date of the deposit of
the requisition proceed duly to convene an Extraordinary General Court to be held
within two months from the said date, the requisitionists may themselves convene an
Extraordinary General Court, but any Extraordinary General Court so convened shall not
be held after the expiration of three months from the said date.(d)
    
    A General Court convened under this Bye-Law by the requisitionists shall be
convened in the same manner as nearly as possible as that in which General Courts are
to be convened by Directors.(e)
    
    Any reasonable expenses incurred by the requisitionists by reason of the
failure of the Directors duly to convene an Extraordinary General Court shall be repaid
to the requisitionists by the Bank and any sum so repaid shall be retained by the Bank
out of any sum due or to become due from the Bank by way of fees or other remuneration
in respect of their services to such of the Directors as were in default.(f)
    
    This Bye-Law shall take effect in place of the provisions in the Charter for
the summoning of General Courts upon the demand of any nine or more members.(g)
    
    The Government Preference Stockholder may requisition an Extraordinary General
Court in the manner provided by this Bye-Law 46 for the purpose of exercising any
voting rights it shall be entitled to exercise at such meeting in respect of the 2009
General Voting Rights or the Provisional Voting Rights (where such rights amount to at
least one-tenth of the voting rights attaching to the Ordinary Stock in issued at such
time). This is without prejudice, and in addition to, any rights that the Government
Preference Stockholder may have as a result of its holding of Ordinary Stock in the
Bank.
 15. NOTICE OF GENERAL COURTS
 Notice of General Courts
 47.
    (a)
    
    An Annual General Court, and an Extraordinary General Court called for the passing of a
special resolution or called for the passing of an ordinary resolution where the 14 day period
set out in paragraph (b) of this Bye-law does not apply, shall be called by 21 days notice in
writing at the least.
 (b)
    
    An Extraordinary General Court (other than an Extraordinary General Court
called for the passing of a special resolution) shall be called by 14 days notice in
writing at the least where:
 (i)
    
    the Bank offers the facility for stockholders to vote by electronic means
accessible to all stockholders who hold units of capital stock in the Bank that
carry rights to vote at the relevant Extraordinary General Court; and(ii)
    
    a special resolution reducing the period of notice to 14 days has been
passed at the immediately preceding Annual General Court or at an
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Extraordinary General Court held since the immediately preceding Annual General Court.
 (c)
    
    A notice convening an Annual General Court or an Extraordinary General Court
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.(d)
    
    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.
 16.
    
    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 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 an ordinary resolution save
where a special resolution is expressly required by these Bye-laws or by the Acts in so
far as they apply to the Bank from time to time, in which case such special business
shall be dealt with by way of a special resolution.(c)
    
    Ordinary business shall be dealt with by way of ordinary resolution.(d)
    
    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.(e)
    
    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.(f)
    
    Subject to the Acts and these Bye-laws, the Bank may by special resolution
alter or add to these Bye-laws and any alteration or addition so made shall, subject to
the provisions of these Bye-laws and the Acts, be as valid as if
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originally contained therein, and be subject in like manner to alteration by special
resolution.
 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.
 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.
 Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show
of hands, been carried or carried unanimously, or by a particular majority, or lost, and an
entry to that effect in the book containing the minutes of the proceedings of the Bank shall
be conclusive evidence of the fact without proof
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of the number or proportion of the votes recorded in favour of or against such resolution.
The demand for a poll may be withdrawn.
 Poll to be taken if demanded
 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.
 17. 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.(d)
    
    This Bye-Law 59 is subject to the voting rights set out in Bye-Law 6(I).
 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 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
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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.(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
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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.
 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
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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.
 18. CAPITAL RESOLUTIONS
 Capital Resolutions
 71.
    (a)
    
    No resolution at a General Court to alter the capital stock of the Bank, or to authorise the
Directors to alter the capital of the Bank, by way of:
 (i)
    
    an increase in the capital stock of the Bank, the reissue
of treasury stock or the allotment of any unissued capital stock of the
Bank, save for the issue of additional preference stock pursuant to the
rights attaching to any euro Preference Stock, Sterling Preference Stock or
2005 Preference Stock allotted prior to the 2009 Issue Date or for the issue
of 2009 Bonus Stock or the issue of capital stock to fund the repurchase or
redemption of the 2009 Preference Stock; and/or(ii)
    
    the redemption, consolidation, conversion or sub-division
of the capital stock of the Bank, save for any repurchase or redemption of
the 2009 Preference Stock or the issue of 2009 Bonus Stock,
 (each a Capital Resolution) shall be passed by the General Court without the consent in
writing of the Minister for Finance.
 (b)
    
    The Directors shall not exercise any authority granted by a General Court
pursuant to a Capital Resolution passed before 27 March 2009 without the consent in
writing of the Minister for Finance, provided that the consent of the Minister for
Finance to the issue of the 2009 Preference Stock pursuant to the authorities granted
at the Extraordinary General Court held on or around 27 March 2009 is not required.
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The rights of the Minister for Finance set out in Bye-Laws 71(a) and 71(b) shall be
extinguished and cease to be exercisable on the first in time to occur of either, (A) the
Government Preference Stockholder (or all of the Government Preference Stockholders, where
there is more than one Government Preference Stockholder) transfers, or otherwise disposes
of all of the 2009 Preference Stock to any person or persons who is not a Government
Preference Stockholder or a Government Body, or (B) all of the 2009 Preference Stock is
redeemed or repurchased by the Bank.
 19.
    
    CORPORATIONS SOLE OR BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS
 Corporations sole or bodies corporate acting by representatives at meetings
 72.
    
    Any corporation sole or body corporate which is a member of the Bank may, by a document
executed by or on behalf of such corporation sole or resolution of its Directors or other
governing body of such body corporate, 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 corporation sole or body corporate which he represents as that representative
could exercise if he were an individual member of the Bank present in person and the
expression present in person appearing in these Bye-Laws shall include where such person is
a corporation sole or a body corporate its representative duly authorised in accordance with
this Bye-Law.
 20. DIRECTORS
 Number of Directors
 73.
    
    The number of Directors (including the Governor and Deputy Governor) shall not be less than 10
and not more than 18 subject always to Bye-Law 100(p).
 Remuneration of Directors
 74.
    
    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
 75.
    
    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.
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Residence and stock qualifications of Directors
 76.
    (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 who is not a Government
Appointee 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 who is not a Government
Appointee 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
 77.
    
    Any person who shall be appointed or elected as Governor, Deputy Governor or Director shall on
election or appointment and thereafter at least once in every three years make and sign,
within such time as may be determined by the Court of Directors, the declarations (adapted as
may be necessary in respect of stock qualifications) mentioned in the Charter and the Banks
Acts and deliver such declarations to the Bank.
 Directors may become interested in company promoted by Bank
 78.
    
    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
 79.
    (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
 80.
    
    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-
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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
 81.
    
    The Directors may from time to time and at any time by power of attorney appoint any company,
firm or person or body of persons, whether nominated directly or indirectly by the Directors,
to be the attorney or attorneys of the Bank for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the Directors
under these Bye-Laws) and for such period and subject to such conditions as they may think
fit, and any such power of attorney may contain such provisions for the protection of persons
dealing with any such attorney as the Directors may think fit, and may also authorise any such
attorney to delegate all or any of the powers, authorities and discretions vested in him.
 Director who is interested in contract with the Bank must disclose his interest
 82.
    (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
 83.
    
    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
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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
 84.
    
    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.
 85.
    
    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
 86.
    
    The Directors shall cause minutes to be made in books provided for that purpose:
 (a)
    
    of all appointments made by the Directors;(b)
    
    of the names of the Directors present at each Court of Directors and of any
committee of Directors;(c)
    
    of all resolutions and proceedings at all General Courts, Courts of Directors,
and of committees appointed by the Directors.
 Directors pensions
 87.
    
    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
 88.
    
    The office of Director shall be vacated if the Director:
 (a)
    
    ceases to be a Director by virtue of Bye-Law 76 (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 77 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.(i)
    
    in the case of Government Appointee, if removed from office by the Government
Preference Stockholder pursuant to Bye-Law 100.
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21.
    
    GOVERNOR AND DEPUTY GOVERNOR
 Election of Governor and Deputy Governor
 89.    (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.
 22.
    
    MANAGING AND EXECUTIVE DIRECTORS
 Appointment of Managing Director and Executive Directors
 90.
    
    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 92 and be re-appointed at the meeting at which such retirement took effect.
 Directors may empower Managing Director to act for Bank
 91.
    
    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.23.
    
    APPOINTMENT AND RETIREMENT OF DIRECTORS
 Retirement by rotation of Directors
 92.
    
    Except as provided in Bye-Law 100(i), 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
 93.
    
    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
 94.
    
    A retiring Director shall be eligible for re-election.
 Power of General Court to fill a vacancy caused by retirement of Director
 95.
    
    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.
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Candidates for office of Director to be nominated in writing
 96.
    
    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.
 When Directors may fill office of Director
 97.
    
    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 73. 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.98.
    
    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
 99.
    
    Subject to Bye-Law 100(a), 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 97 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 73. 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.
 24.
    
    DIRECTORS NOMINATED BY THE GOVERNMENT PREFERENCE STOCKHOLDER
 100.           (a)

    
    Following the adoption of this Bye-Law 100:
 (i)
    
    where the total number of Directors (including those to be
appointed pursuant to this Bye-Law 100) is 16, 17 or 18, four persons;(ii)
    
    where the total number of Directors (including those to be
appointed pursuant to this Bye-Law 100) is 15 or less, the number of persons
equal to 25 per cent. of the total number of Directors (including those to be
appointed pursuant to this Bye-Law 100) rounded up or down to the nearest
integer (and for the avoidance of doubt the number 0.5 shall be rounded up to
the nearest integer),
 Directors nominated by the Government Preference
Stockholder
 can be appointed, maintained (subject to Section 182 of the Companies Act 1963, to the extent
applicable to the Bank) and removed as Directors by the Government Preference Stockholder (or the
Government Preference Stockholders acting together, where there is more than one Government
Preference Stockholder) in accordance with this Bye-Law 100 (together the Government Appointees
and any one a Government Appointee).
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(b)
    
    Any person appointed to the Court of Directors of the Bank pursuant to a
requirement imposed on the Bank pursuant to an agreement, condition or scheme pursuant
to Section 6 of the Credit Institutions (Financial Support) Act 2008 (as may be amended
or re-enacted from time to time or pursuant to any similar or substitute legislation
from time to time), including the Credit Institutions (Financial Support) Scheme 2008,
shall be deemed to be a Government Appointee for the purposes of this Bye-Law 100.(c)
    
    The Government Preference Stockholder may at any time designate a person who is
at the time of such designation a Director of the Bank as a Government Appointee,
subject to the prior written agreement of such person.(d)
    
    A Government Appointee may be appointed a Director of the Bank by the
Government Preference Stockholder delivering a notice in writing of such appointment to
the Governor. If not previously effected as aforesaid, the appointment of the
Government Appointee as a Director shall be deemed to have taken effect on the day
specified in the notice provided that this shall be after receipt by the Governor of
such notice from the Government Preference Stockholder.(e)
    
    The Government Preference Stockholder shall be entitled at its discretion, but
subject to law, to enter into and to vary from time to time, agreements and
arrangements with the Government Appointees as to their terms of appointment, terms of
office and their resignation or removal, provided that the Bank shall not be required
to be party to such agreements or arrangements and shall not be obliged to observe or
perform them.(f)
    
    The Government Preference Stockholder may at any time, by notice in writing to
the Bank, with copies to the Governor and to the Government Appointee concerned, remove
from office as a Director of the Bank any of the Government Appointees and every such
removal shall be deemed to take effect forthwith upon receipt of such notice by the
Bank. Subject to the Companies Act 1963 (to the extent applicable), a Government
Appointee shall not be removed from the Board other than by the Government Preference
Stockholder in accordance with this Bye-Law.(g)
    
    If there shall not at any time be in office all of the Government Appointees
capable of appointment under this Bye-Law 100, the Bank shall maintain sufficient
vacancies on its Court of Directors to effect promptly the appointment(s) as
Director(s) of any Government Appointee(s) in accordance with the provisions of this
Bye-Law 100.(h)
    
    Nothing in Bye-Law 73 shall restrict the right of the Government Preference
Stockholder to appoint a Government Appointee and if the appointment of a Government
Appointee would result in the maximum number of Directors provided for in Bye-Law 73 to
be exceeded, the Directors of the Bank (excluding the Governor, Deputy Governor and
executive Directors) who are not Government Appointees shall unless otherwise agreed
amongst such Directors draw lots to determine which of their number shall be deemed to
have resigned upon the Government Appointee taking office such that the maximum number
of Directors provided for in Bye-Law 73 is not exceeded.(i)
    
    The Government Appointees shall not retire by rotation and the Government
Appointees for the time being in office shall not be included in calculating
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the total number of Directors pursuant to Bye-Law 92, by reference to which the
number of Directors who are to retire by rotation in any year is to be determined,
and Bye-Laws 92 to 94 inclusive (Retirement of Directors) shall not apply to
Government Appointees, provided that no Government Appointee may serve as a Director
for a period longer than nine years after the date of his/her appointment and shall
be deemed to have retired from office on the date that is nine years after the date
of his/her first appointment as a Director.(j)
    
    If the Government Preference Stockholder removes any Government Appointee from
office as a Director or procures his/her resignation from office pursuant to this
Bye-Law 100, the Government Preference Stockholder shall indemnify the Bank against all
losses, liabilities, expenses, damages and costs incurred by it in connection with
his/her removal or resignation.(k)
    
    The Government Preference Stockholder may elect to conduct a claim referred to
in Bye-Law 100(j), and if it so elects the Government Preference Stockholder shall keep
the Bank informed of such conduct of the claim and shall consult with the Bank, so far
as it is practicable for it to do so, as to the actions taken by him. The Bank may, by
agreement with the Government Preference Stockholder assume control of such claim
(whereupon it shall similarly keep the Government Preference Stockholder informed of
such conduct of the claim and consult with it so far as it is practicable for it to do
so).(l)
    
    Nothing in Bye-Law 103 (Restriction on Directors voting on contracts in which
they are interested) shall restrict a Government Appointee from participating fully in
any meeting of the Directors or voting on any matter unless the Government Appointee
has an interest in the matter in a manner which concerns him personally. For the
avoidance of doubt none of the following shall be regarded as giving rise to such an
interest:-1. the fact that he or she was appointed by the Government Preference Stockholder;2 the fact that a Government Preference Stockholder may have an interest in the
matter;3. the matter relates to a matter that requires the consent of the Government
Preference Stockholder;4. the matter relates to a circumstance that may entitle the Government Preference
Stockholder to exercise the 2009 General Voting Rights or the Provisional Voting
Rights;5. the payment of dividends on the 2009 Preference Stock or the issue of the 2009
Bonus Stock;6. the matter concerns compliance with the laws or regulations of the State; or7. a Government Preference Stockholder has made or issued any statement or policy in
respect of such matter;
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(m)
    
    The number of Directors shall not be increased to more than 18 Directors
without the prior written consent of the Government Preference Stockholder.(n)
    
    The rights of the Government Preference Stockholder pursuant to this Bye-Law
100 shall cease to apply if:
 (i)
    
    the Government Preference Stockholder (or all of the Government
Preference Stockholders, where there is more than one Government Preference
Stockholder) transfers or otherwise disposes of all of 2009 Preference Stock
(or any beneficial or legal interest in all of the 2009 Preference Stock) to
any person who is not a Government Preference Stockholder or a Government Body;
or(ii)
    
    all of the 2009 Preference Stock is redeemed or repurchased by
the Bank,
 and for the avoidance of doubt once the rights to appoint Government Appointees
pursuant to this Bye-Law 100 have been extinguished pursuant to this Bye-Law 100(q)
they shall not be capable of being reinstated in favour of any holder of the 2009
Preference Stock.(o)
    
    For the avoidance of doubt, no 2009 Preference Stockholder who is not a
Government Preference Stockholder shall be entitled to exercise any rights of
appointment, replacement or removal in respect of a Government Appointee pursuant to
this Bye-Law 100.(p)
    
    Where there is more than one Government Preference Stockholder, the act of any
one Government Preference Stockholder in exercising its rights under this Bye-Law 100
shall be deemed to be the act of all of the Government Preference Stockholders together
and shall be binding on all of them.
 25.
    
    PROCEEDINGS OF DIRECTORS AND COMMITTEES
 Court of Directors
 101.   (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.
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(d)
    
    A resolution or other document in writing signed by all the Directors entitled
to receive notice of a meeting of Directors shall be as valid as if it had been passed
at a meeting of Directors duly convened and held and may consist of several documents
in the like form each signed by one or more Directors, and such resolution or other
document or documents when duly signed may be delivered or transmitted (unless the
Directors shall otherwise determine either generally or in any specific case) by
facsimile transmission or some other similar means of transmitting the contents of
documents.
 Directors quorum
 102.
    
    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
 103.   (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, stock 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 stockholder 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
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to offices or places of profit under the Bank or any company in which the Bank is
interested, such proposals may be divided and considered in relation to each Director
separately and in such cases each of the Directors concerned (if not debarred from voting
under the proviso to paragraph (b) (iv) of this Bye-Law) shall be entitled to vote (and
be counted in the quorum) in respect of each resolution except that concerning his own
appointment.(d)
    
    If any question shall arise at any Court of Directors or any meeting of a
committee appointed by the Directors as to the materiality of a Directors interest or
as to the entitlement of any Director to vote and such question is not resolved by his
voluntarily agreeing to abstain from voting, such question shall 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 103 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 103.(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 in this sub-paragraph (f)(iii) equity
share capital has the same meaning as in Section 155 of the Companies Act, 1963;
and references to voting power exercised by a Director shall include references to
voting power exercised by another body corporate which that Director controls.
 Directors may act notwithstanding a vacancy in number
 104.
    
    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.
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Chairman of Court of Directors
 105.
    
    The Governor, or in his absence a Deputy Governor, shall preside as Chairman at every Court of
Directors, but if at any Court of Directors none of them is present within 15 minutes after
the time appointed for holding the same, the Directors present may choose one of their number
to be Chairman of that Court.
 Directors Powers of Management
 106.
    
    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.(g)
    
    When considering the composition of any committee to be delegated with any
powers pursuant to these Bye-Laws, the Directors may not determine that a Government
Appointee is to be regarded as ineligible (whether by provisions in the Bye-Laws or for
the purpose of the Banks compliance with any corporate governance code) for
appointment to any such committee (including any audit, remuneration or nomination
committee of the Directors) by virtue of the fact that he or she was appointed by the
Government Preference Stockholder or the committee may have to consider any of the
matters in referred to in paragraphs 1 to 7 of Bye-Law 100.
 Directors Powers of Delegation
 107.
    
    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 106 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
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any such committee, board, appointment or subsidiary, or any regulation made in respect of
sub-delegation by any of them.
 Chairman of committee
 108.
    
    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
 109.
    
    A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall
be determined by a majority of votes of the members present, and where there is an equality of
votes, the Chairman shall have a second or casting vote.
 Acts of Directors or committees to be valid notwithstanding defect in appointment
 110.
    
    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.
 26.
    
    SECRETARY
 Appointment of Secretary
 111.
    
    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
 112.
    
    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.
 27.
    
    THE SEAL
 The Seal, Official Seal and local seal
 113.   (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 113 (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
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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 113 (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.
 28.
    
    DIVIDENDS AND RESERVES
 Declaration of dividends by General Court
 114.
    
    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 (including
the 2009 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
 115.
    
    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 (including the 2009 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 or where the payment of such
interim dividend on the Ordinary Stock would reduce the distributable reserves of the Bank to
such an extent that the Bank would, in the opinion of the Directors, be unable to pay the next
dividend due for payment on the Dollar Preference Stock, the Sterling Preference Stock, the
euro Preference Stock (including the 2009 Preference Stock) and the 2005 Preference Stock.
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
 116.
    
    No dividend shall be paid otherwise than out of profits.
 Reserve funds
 117.   (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
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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 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
 118.
    
    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
 119.
    
    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
 120.
    
    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 provided however that no part of the 2009 Bonus Stock shall be
paid up out of the distributable reserves of the Bank in contravention of Bye-Law 4(F), 5(F)
or 6(F).
 Scrip Dividends
 121.
    
    Subject to Bye-Laws 71(c) and 71(d), 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;
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(b)
    
    the entitlement of each holder of Ordinary Stock to additional Ordinary Stock
shall, subject to sub-paragraph (e) below, be such that the relevant value of the
entitlement shall be as nearly as possible equal to (but not greater than) the cash
amount (disregarding any tax credit) of the dividend that such holder elects to forgo.
For this purpose relevant value shall be calculated by reference to the average of
the Closing Quotation for the Ordinary Stock on any recognised Stock Exchange, selected
by the Directors from time to time, on which the Ordinary Stock is quoted (The Stock
Exchange), as derived from the Daily Official List of any such Stock Exchange, or any
similar publication, on the day on which the Ordinary Stock is first quoted ex the
relevant dividend and the two subsequent dealing days or such other number of days
between the day on which the Ordinary Stock is first quoted ex the relevant dividend
and the dividend payment record date, or in such other manner as may be determined by
the Directors on such basis as they consider fair and reasonable;(c)
    
    the Directors shall after determining the basis of allotment give notice in
writing to the holders of the Ordinary Stock of the rights of election offered to them
and shall send with or following such notice forms of election and specify the
procedure to be followed and the place at which and the latest date and time by which
duly completed forms of election must be lodged in order to be effective;(d)
    
    the dividend (or that part of the dividend in respect of which a right of
election has been offered) shall not be payable on Ordinary Stock in respect of which
the said election has been duly exercised (the elected Ordinary Stock) and instead
thereof additional Ordinary Stock shall be allotted to the holders of the elected
Ordinary Stock on the basis of allotment determined as aforesaid. For such purpose the
Directors shall capitalise out of such of the sums standing to the credit of any of the
Banks reserves (including any stock 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 131;(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
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future rights offered to that holder under this Bye-Law until the election mandate
is revoked or deemed to be revoked in accordance with the procedure;(g)
    
    the Directors may undertake and do such acts and things as they may consider
necessary or expedient for the purpose of giving effect to the provisions of this
Bye-Law;(h)
    
    the additional Ordinary Stock allotted pursuant to the provisions of this
Bye-Law shall rank pari passu in all respects with the fully paid Ordinary Stock then
in issue save only as regards participation in the relevant dividend (or stock election
in lieu);(i)
    
    notwithstanding the foregoing the Directors may at any time prior to payment of
the relevant dividend determine, if it appears to them desirable to do so because of a
change in circumstances, that the dividend shall be payable wholly in cash and if they
so determine then all elections made shall be disregarded. The relevant dividend shall
be payable wholly in cash if the Ordinary Stock of the Bank ceases to be listed on the
particular Stock Exchange selected by the Directors, pursuant to sub-paragraph (b)
above, at any time prior to the due date of issue of the additional Ordinary Stock or
if such listing is suspended and not reinstated by the date immediately preceding the
due date of such issue;(j)
    
    notwithstanding anything to the contrary in this Bye-Law the Directors may make
such exclusions from any offer of rights of election to holders of Ordinary Stock as
they may think fit in the light of any legal or practical problems under the laws of,
or the requirements of any regulatory or Stock Exchange authority in, any territory or
jurisdiction; and(k)
    
    this Bye-Law shall have effect without prejudice to the other provisions of
these Bye-Laws.
 Dividends payable in cash may be paid by cheque or warrant
 122.
    
    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
 123.
    
    No dividend shall bear interest against the Bank.
 Unclaimed Dividends
 124.
    (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.
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Untraced Stockholders
 125.
    (a)
    
    The Bank shall be entitled (but not obliged) to sell at the best price reasonably obtainable
any stock of a member of the Bank or any stock to which a person is entitled by transmission
if and provided that:
 (i)
    
    for a period of twelve years no cheque or warrant sent by the Bank
through the post in a pre-paid letter, addressed to the member or to the person
entitled by transmission to the stock at his address on the Register or to the last
known address given by the member or by the person entitled by transmission to which
cheques and warrants are to be sent, has been cashed and no communication has been
received by the Bank from the member or from the person entitled by transmission;
and no communication has been received from the member or from the person entitled
by transmission to two separate enquiries made by the Bank by means of registered
post to the member at his address on the Register or to the last known address given
by the member or person entitled by transmission (provided that during such
twelve year period at least three dividends shall have become payable in respect of
such stock);(ii)
    
    at the expiration of the said period of twelve years the Bank has given
notice of its intention to sell such stock by advertisement in a national daily
newspaper published in the State (and a national daily newspaper published in the
United Kingdom) and in a newspaper circulating in the area in which the address
referred to in sub-paragraph (a)(i) of this Bye-Law is located;(iii)
    
    during the further period of three months after the date of the
advertisement and prior to the exercise of the power of sale the Bank has not
received any communication from the member or person entitled by transmission; and(iv)
    
    the Bank has first given notice in writing to the relevant Stock Exchange
of its intention to sell such stock.
 (b)
    
    To give effect to any such sale the Bank may appoint any person to execute as
transferor an instrument of transfer of such stock where held in certificated form and
such instrument of transfer shall be as effective as if it had been executed by the
member or the person entitled by transmission to such stock. The transferee shall be
entered in the Register as the holder of the stock comprised in any such transfer and
he shall not be bound to see to the application of the purchase 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.
 29. ACCOUNTS
 The Directors shall keep proper books of account
 126.
    
    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
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necessary to give a true and fair view of the state of the Banks affairs and to explain its
transactions.
 Books of account to be kept at the Office and available for inspection of Directors
 127.
    
    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
 128.
    
    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.129.
    
    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.
 Balance sheets and profit and loss accounts, group accounts and reports to be laid before
Annual General Courts
 Copy of balance sheet, accounts, Directors report and Auditors report to be sent to members
 130.
    
    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.
 30. CAPITALISATION OF RESERVES
 Power of General Court to capitalise reserves
 131.
    
    Subject to the provisions of Bye-Laws 4 (F), 5 (F) and 6 (F) a General Court may, upon
the recommendation of the Directors, resolve that any sum for the time being standing to the
credit of any of the Banks reserves (including any Stock Premium Account) or to the credit of
the Profit and Loss Account be capitalised and be set free for distribution amongst the
members who would have been entitled thereto if distributed by way of dividend and in the same
proportions on the footing that they become entitled thereto as capital and on condition that
the same be not paid in cash but be applied either in or towards paying up any amounts for the
time being unpaid on any stock held by such members respectively, or paying up in full
unissued capital stock or debenture stock of the Bank to be allotted and distributed
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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. Nothing in this Bye-Law 131 shall restrict or limit a capitalisation permitted
by Bye-Law 6(I)(4) or 133.
 Method of capitalisation of reserves
 132.
    
    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.
 31. CAPITALISATIONS IN RESPECT OF THE 2009 BONUS STOCK
 Capitalisations in respect of the 2009 Preference Stock
 133.
    
    The Directors shall pursuant to the Banks obligations under Bye-Law 6(I)(4) (Bonus issues of
Ordinary Stock) resolve that any sum standing to the credit of any of the Banks
undistributable reserves (including any Stock Premium Account) and, subject to there being no
contravention of the provisions of Bye-Laws 4(F), 5(F) and 6(F), the reserves of the Bank be
capitalised as a new issue of Ordinary Stock to the holders of the 2009 Preference Stock in
the proportions to which such holders are entitled pursuant to Bye-Law 6(I)(4) (Bonus issues
of Ordinary Stock). Such Ordinary Stock shall be credited as fully paid up by such sum
standing to the credit of the Banks reserves in the manner set out in Bye-Law 6(I)(4)(h)(i)
and (ii) as is equal to the nominal value of such Ordinary Stock, subject to the Bank not
being prohibited by law from doing so provided however that where the Bank has insufficient
reserves to pay up in full any of the Ordinary Stock referred to above it may be required by
the 2009 Preference Stockholder to issue his entitlement of such Ordinary Stock on the basis
that the Bank shall pay up the issue price of such 2009 Bonus Stock out of a portion of the
available reserves of the Bank corresponding to the percentage which such Ordinary Stock
corresponds to the total number of units of Ordinary Stock which fall to be issued at such
time and provided that such holder of warrants and/or 2009 Preference Stockholder, as
applicable, pays up the balance to be paid up on the Ordinary Stock he requires to be issued
to him. Any capitalisation pursuant to this Bye-Law shall be deemed to be authorised by the
resolution adopting this Bye-Law.
 32. AUDIT
 Appointment and duties of Auditors
 134.
    
    Auditors shall be appointed and their rights and duties regulated in accordance with the
requirements of Companies legislation in force for the time being.
 33. NOTICES
 Service of notices
 135.
    
    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
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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 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
 136.
    
    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
 137.
    (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
 138.
    
    Notice of every General Court shall be given in any manner hereinbefore authorised to:
 (a)
    
    every member; and(b)
    
    every person upon whom the ownership of capital stock devolves by reason of his
being a personal representative or the Official Assignee in bankruptcy of a member,
where the member but for his death or bankruptcy would be entitled to receive notice of
the meeting.
 Provided always however that the Bank may determine that persons entitled to receive a
notice of any General Court are those persons registered on the Register at the close of
business on a day determined by the Bank. The day determined by the Bank under this Bye-Law
may not be more than seven days before the day that the notice of the General Court is sent.It shall not be necessary to give public notice thereof at the Royal Exchange in Dublin or
otherwise.
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Service on transfer or transmission of stock
 139.
    
    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.
 MISCELLANEOUS
 Use of computers, etc. for certain Bank records
 140.
    
    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
 141.
    (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, provided, however, that where such electronic communication has been sent to the
Bank, the Bank has agreed to its receipt in such form. 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)
    
    Where a notice, document or other communication is delivered, given or sent by
electronic means or in electronic form, whether as an electronic communication or
otherwise, it shall be treated as having been delivered, given or sent:
 (i)
    
    if delivered, given or sent by electronic mail, at the time it was sent; or(ii)
    
    if delivered, given or sent by being made available or displayed on
a website, when the recipient received or is deemed to have received notice of
the fact that the notice, document or other information is available on the
website.
 (c)
    
    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.
 (d)
    
    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.
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(e)
    
    Without prejudice to the generality of paragraphs (a), (b), (c), (d) above, the Directors
may arrange to enable electronic communication by the Bank or any member or other
person as the case may be of;-
 (i)
    
    notices of Annual or Extraordinary General Courts;(ii)
    
    the appointment of a proxy;(iii)
    
    elections to receive allotments of Ordinary Stock instead of cash in
respect of dividends;
 (iv)
    
    the balance sheet, profit & loss account and group accounts and the Directors and
Auditors reports..
 Destruction of stock transfer forms and cancelled stock certificates
 142.
    
    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
 143.
    
    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
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the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.
 Declaration of secrecy
 144.
    
    Every Director, member of a committee appointed by the Directors, divisional director,
local director, advisory director, Auditor, officer or other person employed in the business
of the Bank shall, before entering upon his duties and as often thereafter as the Court of
Directors may prescribe, sign a declaration pledging himself to observe strict secrecy
respecting all transactions of the Bank with the customers, and the state of accounts with
individuals, and in all matters relating thereto, and shall by such declaration pledge himself
not to reveal any of the matters which may come to his knowledge in the discharge of his
duties, except when required to do so by law, or by the Court of Directors or by the proper
person to whom such matters relate and except so far as may be necessary in order to comply
with any of the provisions contained in these Bye-Laws, and (save as aforesaid and as provided
in Bye-Law 77) shall not be required to take make or subscribe any such oath or declaration as
is mentioned in the Charter.
 Indemnity
 145.
    
    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
 146.
    
    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
 147.
    
    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.
 Reduction of Capital
 148.
    
    The Bank may by special resolution reduce its issued capital stock, any capital
redemption reserve fund or any stock premium account in any manner.
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34. APPENDIX
 AUTHORITY TO BUY-BACK BANK STOCK
 A SPECIAL RESOLUTION
 OF
 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
 SPECIAL RESOLUTIONS
   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 99 million 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 40 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 40 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;
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(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 40 of the Bye-Laws of
the Bank;
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SCHEDULE 2
 CONSULTATION, CO-OPERATION AND CONSENT
 1.
    
    General
 1.1
    
    The Bank shall promptly provide such reasonable assistance and information, and
shall co-operate and consult with the Department and the Commission in connection with
the transactions contemplated by or referred to in this Agreement or the Prospectus
(the Transactions).1.2
    
    The Bank shall promptly update the Department and the Commission about any
proposed amendment, addition or revision to the timing or structure of the
Transactions, and shall immediately supply any documents or information that the
Department and/or the Commission reasonably require to assist in its consideration of
such proposals.1.3
    
    Where any proposed amendment, addition or revision to the timing or structure
of the Transactions would, or could be reasonably expected to, vary or increase the
obligations or actual or potential liabilities of the Minister and/or the Commission,
the Bank shall not implement any such proposed amendment, addition or revision to the
timing or structure of the Transactions without the prior written consent of the
Minister and the Commission.
 2.
    
    Preparation and Publication of Documents
 2.1
    
    The prior consent of the Department (on behalf of the Minister) and the NTMA
(on behalf of the Commission) should be obtained prior to the release or publication or
filing of any of the Offer Documents (as defined in the UWA) or any other document or
announcement to be executed, published or filed in connection with the Transactions
that refers to the Minister, the Commission, the Department, the NTMA, the National
Asset Management Agency, or any other entity or agency of or related to the State (the
State Entities), or refers to any actions that are contemplated or have been or will
be taken by any of the State Entities, or refers to the restructuring plan for the
Group to be approved by the Department and the European Commission (Relevant
Documents).2.2
    
    Prior to seeking the consent of the Department (on behalf of the Minister) and
the NTMA (on behalf of the Commission) pursuant to paragraph 2.1 of this Schedule, the
Bank agrees and undertakes that it shall:
 (a)
    
    afford the NTMA and the Department such time as they may
reasonably require to consider the Relevant Documents in order to give such
consent; and(b)
    
    submit drafts and revised drafts of the Relevant Documents for
review and comment by the NTMA and the Department and, having afforded the NTMA
and/or the Department appropriate time pursuant to paragraph 2.2(a) to consider
such drafts, discuss such comments with the Department (on behalf of the
Minister) and the NTMA (on behalf of the Commission) for the purposes of
preparing revised drafts.
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3.
    
    Clearances and ConsentsWhere clearance or consent from any third party (including supranational, governmental and
regulatory authorities) (each a Consent Party) is required for the Transactions, the Bank
agrees to:
 3.1
    
    promptly update the Department (on behalf of the Minister) and the NTMA (on
behalf of the Commission) on its discussions and negotiations with any Consent Parties,
and to immediately supply any documents or information that the NTMA and/or Department
reasonably requires to assist in its consideration of the implications of such
discussions and negotiations; and3.2
    
    if requested by the NTMA and/or the Department and where it is possible to so
do, to arrange for persons nominated by the NTMA and/or the Department to observe or
participate in the Banks discussions with Consent Parties.
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NATIONAL PENSIONS RESERVE
FUND COMMISSION
 
 
 PRESENT  MINISTER FOR FINANCE
 
 THE GOVERNOR & COMPANY OF
THE BANK OF IRELAND
 
 115