Exhibit 4.9  NATIONAL ASSET MANAGEMENT AGENCY  THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN SCHEDULE 1 HERETO  NATIONAL ASSET MANAGEMENT AGENCY INVESTMENT LIMITED  SUBSCRIPTION AGREEMENT


CONTENTS  SECTION 1.0 - SUBSCRIPTION
41.1
BACKGROUND   TO SUBSCRIPTION
41.2
SUBSCRIPTION   FOR NEW SHARES
41.3
COMPLETION
51.4
BUSINESS   PLAN
5SECTION 2.0 -WARRANTIES
52.1
COMPANY   WARRANTIES
52.2
PRIVATE   INVESTOR WARRANTIES
62.3
EFFECT   OF COMPLETION
6SECTION 3.0 - GENERAL PROVISIONS
63.1
ANNOUNCEMENTS
63.2
ASSIGNMENT
73.3
BINDING   ON SUCCESSORS
73.4
COSTS   AND EXPENSES
73.5
COUNTERPARTS
73.6
ENTIRE AGREEMENT
73.7
FURTHER ASSURANCE
83.8
MODIFICATION
83.9
SEVERABILITY
83.10
SURVIVAL OF OBLIGATIONS
83.11
WAIVER
83.12
NOTICES
8SECTION 4.0 -INTERPRETATION
94.1
DEFINITIONS
94.2
CONSTRUCTION
104.3
CAPTIONS
114.4
NON APPLICATION OF CONTRA   PROFERENTUM
114.5
GOVERNING   LAW AND JURISDICTION
11SCHEDULE 1
12THEPRIVATE INVESTORS
12SCHEDULE 2
13SHARECAPITALISATION   TABLE
13


THIS AGREEMENT is made on 29 March 2010  BETWEEN:  NATIONAL ASSET MANAGEMENT AGENCY a body corporate established pursuant to the National Asset Management Agency Act 2009 having its principal place of business at Treasury Building, Grand Canal Street Dublin 2 (NAMA)  THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN SCHEDULE 1 HERETO  (collectively called the Private Investors)  - and -  NATIONAL ASSET MANAGEMENT AGENCY INVESTMENT LIMITED a company incorporated under the laws of Ireland having its registered office at Treasury Building, Grand Canal Street Dublin 2 (the Company)  RECITALS:  A.The Company is a private limited company and was incorporated by NAMA on 27 January 2010 under the Companies Acts 1963 to 2009 with registered number 480243 and now has an authorised share capital of 10,000,000 divided into 49,000,000 A Shares and 51,000,000 B Shares, of which 100 A Shares have been issued and are fully paid up and are beneficially owned by NAMA, and none of the B Shares have been issued.  B.The Company wishes to obtain funding and NAMA and the Private Investors have agreed to subscribe for new shares in the capital of the Company upon and subject to the terms and conditions of this Agreement.  C.The parties have entered into this Agreement to provide for such subscription.  D.New Memorandum andArticles of Association of the Company in the Agreed Terms have been adopted prior to the execution of this Agreement.


E.The interpretive provisions of this Agreement are contained in Section 4.0.  IT IS AGREED as follows:  SECTION 1.0 - SUBSCRIPTION  1.1Background to Subscription  Each of the Private Investors acknowledges and agrees that it is subscribing for the B Shares in order to facilitate theestablishment and operation of the Company and its subsidiaries by NAMA for the purposes set out in the National Asset Management Agency Act 2009 (the Act). Each of the Private Investors acknowledges and agrees that its investment in the Company is being made on the strict understanding that the Board, in exercising its powers and in conducting the affairs of the Company and its subsidiaries, will do so having primary regard to achieving the objects of the Company as described in clause 2(1) of its Memorandum of Association (which each of the Private Investors confirms that it understands and accepts). Each of the Private Investors further acknowledges and accepts that, given these objects of the Company, there is a risk that the Company may incur loss and/or the value of the B Shares may decrease, and each of the Private Investors confirms that in making its investment in the Company and entering into this Agreement it understands and accepts the existence of these risks as a fundamental term of its agreement to subscribe for the B Shares. Each of the Private Investors irrevocably waives all rights and/or entitlements that it may have, whenever arising, to make a claim or claims against, or otherwise seek compensation from, the Company, its officers, agents, employees or the Minister in respect of the suitability of the Shares as an investment for the Private Investors.  1.2Subscription for New Shares  1.2.1Conditional only on the occurrence of the matters described in Clauses 1.2.2 and 1.2.3, NAMA and, on the basis set out in Clause 1.1, each of the Private Investors, shall on Completion make irrevocable applications to the Company for the issue to it of New Shares credited as fully paid and shall deliver to the Company therewith a remittance in the form of electronic funds transfers, or in such other manner as the parties shall agree prior to Completion, as set out below:  Shareholder

No. and class of New   Shares

Amount PayableNAMA

48,999,900


48,999,900Irish Life

17,000,000


17,000,000AIBIM

17,000,000


17,000,000New Ireland

17,000,000


17,000,000Private   Investor Total

51,000,000


51,000,000  Payment shall be made via Target2 to SWIFT Code NTMAIE2D (in trust for the Company) or such other account as the Company may specify in writing.


1.2.2Upon receipt by the Company of the applications and the subscription amounts referred to in Clause 1.2.1, NAMA shall procure that a meeting of the Board is held at which:  (a)such applications are accepted and the New Shares are allotted and issued to the Shareholders in accordance with Clause 1.2.1 above and appropriate share certificates are duly executed by the Company and delivered to the relevant Shareholders;  (b)the Shareholders Agreement is approved for execution and executed by the Company.  1.2.3On Completion each of the Shareholders shall enter into the Shareholders Agreement.  1.3Completion  Completion shall take place upon the execution of this Agreement, at Treasury Building, Grand Canal Street, Dublin 2 or at any other place as the parties may agree.  On Completion the matters referred to in Clause 1.2 shall take place. A capitalisation table agreed between the parties showing all shareholdings in the Company after completion of the subscription for the New Shares is attached to Schedule 2.  1.4Business Plan  NAMA and the Private Investors acknowledge the provisions of the NAMA Business Plan and agree tousetheir respectivepowers to procure that the business of the Company is conducted in a manner that is consistent with the terms of the NAMA Business Plan (and any amendments or revisions thereof approved by NAMA from time to time).  SECTION 2.0 -WARRANTIES  2.1Company Warranties  The Company warrants to each of the Private Investors as follows:  2.1.1The Company was duly incorporated on 27 January 2010, has not carried on any activity since incorporation (save in connection with its formation and the formation of its wholly-owned subsidiary National Asset Management Limited) and, save as aforesaid, has no assets or liabilities.  2.1.2The contents of Recital A and D are true, accurate and complete in all respects and not misleading in any respect, the Company has not created or agreed to create any Encumbrance in respect of any of its unissued share capital.  2.1.3The Company has full authority, power and capacity to enter into and perform its obligations under this Agreement and the Shareholders Agreement and to issue the New Shares.


2.1.4The Companyhas taken all necessary corporate action to authorise the signature or execution of this Agreement and the Shareholders Agreement and the performance by it of its obligations under such agreements.  2.1.5The Companys obligations under this Agreement constitute, and its obligations under the Shareholders Agreement will, when entered into, constitute, legal, valid, binding and enforceable obligations.  2.1.6The Companys execution or signature and delivery of this Agreement and the Shareholders Agreement, and the performance by it of its obligations thereunder in accordance with their respective terms, does not violate any applicable law or regulation or any provision of its Memorandum or Articles of Association.  2.1.7The Company is a NAMA group entity as defined by the Act.  2.2Private Investor Warranties  Each of the Private Investors warrants to the Company in respect of itself as follows:  2.2.1It is duly incorporated and validly existing as a legal entity under the laws of Ireland.  2.2.2It has the corporate power and authority to enter into and perform its obligations under this Agreement and the Shareholders Agreement.  2.2.3It has taken all necessary corporate action to authorise the signature or execution of this Agreement and the Shareholders Agreement and the performance by it of its obligations thereunder.  2.2.4Its obligations under this Agreement constitute, and its obligations under the Shareholders Agreement will, when entered into, constitute, legal, valid, binding and enforceable obligations.  2.2.5Its execution or signature and delivery of this Agreement and the Shareholders Agreement, and the performance by it of its obligations thereunder in accordance with their respective terms, does not violate any applicable law or regulation or any provision of, if applicable, its Memorandum or Articles of Association.  2.3Effect of Completion  Neither the Company Warranties nor the Private Investor Warranties shall in any respect be extinguished or affected by Completion.  SECTION 3.0 - GENERAL PROVISIONS  3.1Announcements  3.1.1Save as required by law, no announcement or other disclosure concerning the existence, subject matter or any other aspect of this Agreement or the arrangements provided for in this Agreement shall be made by any Private


Investor save in a form and at a time agreed in writing by NAMA. If a Private Investor believes it is required by law to make an announcement or other disclosure as described above, before doing so it shall (to the extent it is legally permitted to do so) give NAMA as much notice as possible, obtain written legal advice confirming that the announcement or disclosure is required by law, provide NAMA with a copy of its written legal advice to this effect and take into account the reasonable requests of NAMA in relation to the content and timing of the announcement or disclosure.  3.1.2NAMA shall be free to make any announcement or other disclosure it thinks fit concerning the existence, subject matter or any other aspect of this Agreement or the arrangements provided for in this Agreement.  3.2Assignment  3.2.1The rights of the Private Investors shall be deemed to be personal rights and shall not be assignable without the specific prior written consent of NAMA.  3.2.2NAMA shall be free to assign its rights under this Agreement.  3.3Binding on Successors  The provisions of this Agreement shall be binding upon the respective successors of the parties hereto.  3.4Costs and Expenses  All expenses incurred by or on behalf of each of the parties in connection with the negotiation, preparation or execution of this Agreement shall be borne solely by the party who incurred the liability and the Company shall have no liability in respect thereof.  3.5Counterparts  This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts each of which when executed and delivered shall constitute an original, all such counterparts together constituting one and the same instrument.The expression counterpart shall include any executed copy of this Agreement transmitted by facsimile.  3.6Entire Agreement  3.6.1This Agreement (together with the documents and instruments referred to in this Agreement, including the Subscription Agreement and the Memorandum and Articles of Association) contains the entire agreement between the parties relating to the transactions provided for in this Agreement and supersedes all previous representations, arrangements, undertakings and agreements (if any) between such parties in respect of such matters.  3.6.2Each of the parties to this Agreement acknowledges that in agreeing to enter into this Agreement it has not relied on any representation, warranty,


undertaking, covenant or understanding other than those contained in this Agreement (together with the documents and instruments referred to in this Agreement, including the Subscription Agreement, the Memorandum and Articles of Association and the NAMA Business Plan).  3.6.3Nothing in this Clause limits or excludes any liability for fraud.  3.7Further Assurance  At the request of any Shareholder, the Company shall execute and do all such documents, acts and things as may reasonably be required subsequent to Completion by the relevant Shareholder for assuring to or vesting in that Shareholder the legal ownership of its New Shares.  3.8Modification  No modification of any provision of this Agreement shall be binding unless the same shall be evidenced in writing duly executed by or on behalf of NAMA and all of the holders of B Shares then in issue who are parties hereto.  3.9Severability  If at any time any one or more of the provisions of this Agreement or any part thereof is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.  3.10Survival of Obligations  The expiration or determination of this Agreement howsoever arising shall not affect such of the provisions hereof as are expressed to operate or have effect thereafter and shall be without prejudice to any right of action already accrued to either party in respect of any breach of this Agreement by the other party.  3.11Waiver  A waiver by any party or parties of any breach of any of the terms, provisions or covenants of this Agreement or the acquiescence of any party or parties in any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid, shall not constitute a general waiver of such term, provision or covenant or of any subsequent act contrary thereto.  Any liability to any party hereto under the provisions of this Agreement may be released, compounded or compromised by such party in its absolute discretion as regards any party or parties under such liability without in any way prejudicing its rights against any other party or parties under the same or a like liability, whether joint and several or otherwise.  3.12Notices  Save as otherwise provided in this Agreement, any notice or other communication required or permitted to be given or made under this Agreement (Notice) shall be in writing and shall either be delivered personally, sent by post or by fax. The address or fax number for service of each party shall be the address or fax number (if


any) set out in this Agreement or such other address or fax number previously notified to the other parties as being the service address/ fax number for the purposes of this Clause or, in the case of a company, its registered office. A Notice shall be deemed to have been validly served as follows:  3.12.1if delivered personally,  at the time of delivery;  3.12.2if sent by post, forty eight hours (or, if posted in a different country to that of the addressee, seven Business Days) after the same shall have been posted (and in proving service it shall be sufficient to prove that the letter  has been correctly addressed, stamped and delivered to the postal authorities); and  3.12.3if sent by fax, at the time of termination of the fax transmission; (and in proving service it shall be sufficient to produce a transmission report from the senders fax machine indicating that the fax was sent to the recipients fax machine),  provided that if, in accordance with the above provisions, any such Notice would otherwise be deemed to be given or made outside working hours (being 9 a.m. to 5.30 p.m. on a Business Day), such Notice shall be deemed to be given or made at the start of working hours on the next succeeding Business Day.  SECTION 4.0 -INTERPRETATION  4.1Definitions  In this Agreement the following words and/or expressions shall have the following meanings unless the context otherwise requires:  4.1.1A Shares, the A Shares of 0.10 each in the capital of the Company;  4.1.2Act, the National Asset Management Act 2009;  4.1.3B Shares, the B Shares of 0.10 each in the capital of the Company;  4.1.4Board, the Board of Directors of the Company from time to time;  4.1.5Business Day, a day (other than a Saturday, Sunday or public holiday) when banks in the State are open for business;  4.1.6Company  Warranties, the warranties contained in Clause 2.1 of this Agreement;  4.1.7Completion, completion of the subscriptions provided for in this Agreement in accordance with the provisions of Section 1.0;  4.1.8Encumbrance, any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, 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;


4.1.9NAMA Business Plan, the draft NAMA Business Plan dated 13 October 2009 in the Agreed Terms;  4.1.10New Shares, the 48,999,900 A Shares to be issued to NAMA and the 51,000,000 B Shares to be issued to the Private Investors in accordance with Clause 1.1 and each such share a New Share;  4.1.11Private Investor Warranties, the warranties contained in Clause 2.2 of this Agreement;  4.1.12Shareholders, NAMA and the Private Investors; and  4.1.13Shareholders Agreement, a shareholders agreement in the Agreed Terms to be entered into upon Completion between the parties to this Agreement to regulate the relationship of NAMA and the Private Investors as the holders of the entire issued share capital of the Company.  4.2Construction  4.2.1Save as otherwise provided in this Agreement, any reference herein to a Section, Clause, Schedule or paragraph shall be a reference to a section, sub-section, clause, sub-clause, schedule, paragraph or sub-paragraph (as the case may be) of this Agreement.  4.2.2Any reference in this Agreement to a document expressed to be in the Agreed Terms shall be a reference to a document in form and content agreed between the parties on or prior to the date of this Agreement a copy of which has been initialled by or on behalf of each of them for the purposes of identification.  4.2.3Any reference to any provision of any legislation shall include any modification re-enactment or extension thereof and shall also include any subordinate legislation made from time to time under such provision.  Any reference to any provision of any legislation, unless the context clearly indicates to the contrary, shall be a reference to legislation of Ireland.  4.2.4In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.  References to persons shall include natural persons, firms, bodies corporate, unincorporated associations and partnerships, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).  4.2.5Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.  4.2.6Any undertaking by any party not to do any act or thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing.


4.3Captions  The headings and captions to the Clauses in this Agreement are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of this Agreement.  4.4Non Application of Contra Proferentum  The parties have participated jointly in the negotiating and drafting of this Agreement.  If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favouring or disfavouring any party by virtue of the authorship of any of the provisions of this Agreement.  4.5Governing Law and Jurisdiction  4.5.1This Agreement shall in all respects be governed by and construed in accordance with the laws of Ireland.  4.5.2Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement and for such purposes each party irrevocably submits to the jurisdiction of the courts of Ireland.  IN WITNESSwhereof these presents have been entered into the day and year first herein written.


SCHEDULE 1  The Private Investors  Name

Number and Class of   Shares

Fax Number

AddressIrish Life Assurance PLC   (Irish Life)

17,000,000 B Shares

[·]

Beresford Court,   Beresford Place,    Dublin 1New Ireland Assurance Company PLC   (New Ireland)

17,000,000 B Shares

[·]

9/12 Dawson StreetDublin 2Percy Nominees Limited (AIBIM)

17,000,000 B Shares

[·]

AIB Investment House,Percy Place,    Dublin 4Private Investor Total

51,000,000 B Shares


SCHEDULE 2  Share Capitalisation Table  Shareholder

SharesNAMA

49,000,000 A SharesIrish Life

17,000,000 B SharesNew Ireland

17,000,000 B SharesPercy Nominees

17,000,000 B SharesPrivate Investor Total

51,000,000 B Shares


PRESENT when the sealof the NATIONAL ASSETMANAGEMENT AGENCYwas affixed hereto:SignaturePrint nameSignaturePrint name


PRESENT when the common seal
of IRISH LIFE ASSURANCE PLC
was affixed hereto:SignaturePrint nameSignaturePrint name


PRESENT when the common seal
of NEW IRELAND ASSURANCE
COMPANY PLC
was affixed hereto:SignaturePrint nameSignaturePrint name


PRESENT when the common seal
of AIB INVESTMENT MANAGERS
LIMITED  As agent for PERCY
NOMINEES LIMITED
was affixed hereto:SignaturePrint nameSignaturePrint name


PRESENT when the common seal
of NATIONAL ASSET
MANAGEMENT AGENCY INVESTMENT
LIMITED
was affixed hereto:SignaturePrint nameSignaturePrint name