<PAGE>
                                                                EXHIBIT 1.2

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

                                    BYE-LAWS
        adopted by Resolution passed by an Extraordinary General Court on
                2nd May, 1984 as amended by Resolutions passed by
  General Courts in 1987, 1988, 1989, 1990, 1991, 1993, 1994, 1995, 1998, 1999,
                                 2001 and 2004.

<PAGE>

                                 C O N T E N T S

<TABLE>
<CAPTION>
NUMBER
  OF                                                                                          PAGE
BYE-LAW                                                                                      NUMBER
<S>                                                                                          <C>
         PRELIMINARY

  1.     Interpretation                                                                         7

  2.     Conflict between provisions of Bye-Laws and those of Charter                           9

         CAPITAL

  3.     Capital stock of the Bank                                                              9

  4.     Dollar Preference Stock                                                               10

  5.     Sterling Preference Stock                                                             17

  6.     Euro Preference Stock                                                                 25

  7.     Variation of rights                                                                   33

  8.     Capital stock to be at disposal of Directors                                          34

  9.     Bank not obliged to recognise trusts                                                  34

         REGISTER OF MEMBERS

 10.     Register to be kept in specified form                                                 35

         CERTIFICATES FOR STOCK IN CERTIFICATED FORM

 11.     Members entitled to certificates for stock in certificated form                       35

         LIEN

 12.     Bank to have lien on its stock                                                        36

 13.     Such lien to be made available by sale                                                36

 14.     Directors may authorise transfer of stock so sold                                     36

 15.     Proceeds of sale may be applied in payment of amount due                              36

         CALLS ON STOCK

 16.     Directors may make calls to be paid by stockholders                                   36

 17.     When call is deemed to be made                                                        36

 18.     Joint stockholders liable to pay calls                                                36

 19.     Overdue calls liable to interest                                                      36

 20.     Any sum payable on allotment to be deemed to be a call                                37

 21.     Directors may receive uncalled moneys                                                 37
</TABLE>

                                       1
<PAGE>

<TABLE>
<S>                                                                                            <C>
         TRANSFER OF STOCK

 22.     Mode of transfer of stock                                                             37

 23.     Power to decline to register transfer                                                 37

 24.     Power to decline to register transfer in other circumstances                          37

 25.     Period during which registration may be suspended                                     38

         TRANSMISSION OF STOCK

 26.     Title to stock of deceased member                                                     38

 27.     Transmission clause - evidence of title                                               38

 28.     Notice to be given by stockholder requiring registration                              38

 29.     Person becoming entitled to stock on death or bankruptcy to be
         entitled to dividend                                                                  38

 30.     Stock transmitted in whole units                                                      39

         FORFEITURE OF STOCK

 31.     If calls not paid notice to be given to member                                        39

 32.     Terms of notice                                                                       39

 33.     In default of payment stock may be forfeited                                          39

 34.     Forfeited stock to be property of Bank and may be sold                                39

 35.     Member whose stock has been forfeited shall cease to be member but
         remains liable                                                                        39

 36.     Declaration of forfeiture                                                             39

 37.     Provisions as to forfeiture to apply to any sum payable in respect of
         stock                                                                                 40

         INCREASE OF CAPITAL STOCK

 38.     Power to enlarge capital stock                                                        40

         PURCHASE OF OWN STOCK

 39.     Purchase of own stock                                                                 40

         RE-ISSUE OF TREASURY STOCK

 40.     Re-issue of Treasury Stock                                                            41

         GENERAL COURTS

 41.     All General Courts to be held in the State                                            42

 42.     Annual General Court                                                                  42

 43.     Distinction between Ordinary General Court and Extraordinary General
         Court                                                                                 42

 44.     Directors' power to convene Extraordinary General Court                               42

 45.     Extraordinary General Court called for by members                                     42
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                                                                                            <C>
         NOTICE OF GENERAL COURTS

 46.     Notice of General Courts                                                              43

 47.     Accidental omission to give notice not to invalidate proceedings                      43

         PROCEEDINGS AT GENERAL COURTS

 48.     Proceedings at General and Extraordinary General Courts                               43

 49.     Quorum for General Court                                                              43

 50.     If required quorum not present General Court to be adjourned                          43

 51.     Chairman of General Court                                                             44

 52.     If no Director present members to choose Chairman                                     44

 53.     Chairman with consent may adjourn General Court                                       44

 54.     How questions are to be decided                                                       44

 55.     Poll to be taken if demanded                                                          44

 56.     Equality of votes                                                                     44

 57.     Poll demanded on election of Chairman or adjournment to be
         taken forthwith                                                                       44

         VOTES OF MEMBERS

 58.     Number of votes of members                                                            45

 59.     Disclosure of Interests in Ordinary Stock                                             45

 60.     Joint stockholders                                                                    47

 61.     How members non compos mentis may vote                                                47

 62.     No member in arrear may vote                                                          47

 63.     No objections to be raised to qualification of voter except at General
         Court or adjournment                                                                  47

 64.     Votes may be given in person or by proxy                                              47

 65.     Proxy to be given in writing by appointer or attorney                                 47

 66.     Deposit of proxy                                                                      47

 67.     Form of proxy                                                                         47

 68.     Proxy to be deemed to confer authority to demand poll                                 47

 69.     Vote by proxy to be available although authority revoked or
         stock transferred                                                                     47

         BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS

 70.     Bodies corporate acting by representatives at meetings                                48
</TABLE>

                                       3
<PAGE>

<TABLE>
<S>                                                                                            <C>
DIRECTORS

 71.     Number of Directors                                                                   48

 72.     Remuneration of Directors                                                             48

 73.     Remuneration for special services                                                     48

 74.     Residence and stock qualifications of Directors                                       49

 75.     Declarations to be made by Directors                                                  49

 76.     Directors may become interested in company promoted by Bank                           49

 77.     Borrowing powers of Directors and register of charges                                 49

 78.     Powers and duties of Directors                                                        49

 79.     Directors' power to appoint attorney                                                  50

 80.     Director who is interested in contract with the Bank must
         disclose his interest                                                                 50

 81.     Director may hold office under the Bank                                               50

 82.     Director may act for Bank in professional capacity                                    50

 83.     Signing of cheques etc.                                                               51

 84.     Minutes to be kept of proceedings of Directors                                        51

 85.     Directors' pensions                                                                   51

 86.     When office of Director is to be vacated                                              51

         GOVERNOR AND DEPUTY GOVERNOR

 87.     Election of Governor and Deputy Governor                                              51

         MANAGING AND EXECUTIVE DIRECTORS

 88.     Appointment of Managing Director and Executive Directors                              52

 89.     Directors may empower Managing Director to act for Bank                               52

         APPOINTMENT AND RETIREMENT OF DIRECTORS

 90.     Retirement by rotation of Directors                                                   52

 91.     Which Directors to retire                                                             52

 92.     Retiring Directors eligible for re-election                                           52

 93.     Power of General Court to fill a vacancy caused by retirement of Director             52

 94.     Candidates for office of Director to be nominated in writing                          52

 95.     When Directors may fill office of Director                                            53

 96.     Power of General Court to remove Director                                             53

 97.     Power of General Court to fill casual vacancy                                         53
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                                                                            <C>
PROCEEDINGS OF DIRECTORS AND COMMITTEES

 98.     Court of Directors                                                                    53

 99.     Directors' quorum                                                                     54

100.     Director shall not vote in respect of contract in which he is interested              54

101.     Directors may act notwithstanding a vacancy in number                                 55

102.     Chairman of Court of Directors                                                        55

103.     Directors' Powers of Management                                                       55

104.     Directors' Powers of Delegation                                                       56

105.     Chairman of committee                                                                 56

106.     Proceedings of committee                                                              56

107.     Acts of Directors or committees to be valid notwithstanding defect in
         appointment                                                                           56

         SECRETARY

108.     Appointment of Secretary                                                              57

109.     Secretary may not act in dual capacity                                                57

         THE SEAL

110.     The Seal, Official Seal and local seal                                                57

         DIVIDENDS AND RESERVES

111.     Declaration of dividends by General Court                                             57

112.     Directors may pay interim dividends                                                   57

113.     Dividends to be paid out of profits                                                   58

114.     Reserve funds                                                                         58

115.     Apportionment of dividends                                                            58

116.     Directors may deduct from dividends money due for calls                               58

117.     Power to direct payment of dividends by distribution of specific profits              59

118.     Scrip Dividends                                                                       59

119.     Dividends payable in cash may be paid by cheque or warrant                            60

120.     Dividends not to bear interest                                                        61

121.     Unclaimed Dividends                                                                   61

122.     Untraced Stockholders                                                                 61

         ACCOUNTS

123.     The Directors shall keep proper books of account                                      62

124.     Books of account to be kept at the Office and available for inspection
         of Directors                                                                          62

125.     Members not entitled to inspect books of account except as
         authorised by Directors                                                               62

126.     Balance sheets and profit and loss accounts, group accounts and reports
         to be laid before Annual General Courts                                               62

127.     Copy of balance sheet, accounts, Directors' report and Auditors' report
         to be sent to members                                                                 62
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                                                                                            <C>
         CAPITALISATION OF RESERVES

128.     Power of General Court to capitalise reserves                                         63

129.     Method of capitalisation of reserves                                                  63

         AUDIT

130.     Appointment and duties of Auditors                                                    63

         NOTICES

131.     Service of notices                                                                    63

132.     Notice to joint stockholders                                                          64

133.     Notice when member deceased or bankrupt                                               64

134.     Persons entitled to notice                                                            64

135.     Service on transfer or transmission of stock                                          64

         MISCELLANEOUS

136.     Use of computers, etc. for certain Bank records                                       64

137.     Use of Electronic Communication                                                       65

138.     Destruction of stock transfer forms and cancelled stock certificates                  65

139.     Authentication of documents                                                           66

140.     Declaration of secrecy                                                                66

141.     Indemnity                                                                             66

142.     Insurance against liability of Directors and Officers                                 67

143.     Record dates                                                                          67

         APPENDIX

         Authority to `buy-back' Bank Stock

         - Special Resolution passed by Stockholders at the Annual General
         Court on 9 July 2003                                                                  68
</TABLE>

                                       6
<PAGE>

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

       (Adopted by Resolution passed by an Extraordinary General Court on
  2nd May 1984 as amended by Resolutions passed by the Annual General Court on
     1st July, 1987, the Extraordinary General Court on 12th May, 1988, the
                                 Annual General
   Court on 5th July, 1989, the Annual General Court on 10th July, 1990, the
                                 Annual General
    Court on 9th July, 1991, the Annual General Court on 7th July, 1993, the
                                 Annual General
    Court on 6th July, 1994, the Annual General Court on 5th July, 1995, the
                                 Annual General
    Court on 1st July, 1998, the Annual General Court on 7th July, 1999, the
                                 Annual General
     Court on 4th July 2001 and the Annual General Court on 7th July 2004)

                                   PRELIMINARY

INTERPRETATION

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

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

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

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

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

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

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

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

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

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

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

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

                                       7
<PAGE>

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

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

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

      "MONTH" means calendar month;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "THE STATE" means Ireland;

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

                                       8
<PAGE>

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

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

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

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

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

      Words importing persons shall include corporations;

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

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

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

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

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

CONFLICT BETWEEN PROVISIONS OF BYE-LAWS AND THOSE OF CHARTER

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

                                     CAPITAL

CAPITAL STOCK OF THE BANK

3.    The capital stock of the Bank is (euro)960,000,000 divided into
      1,500,000,000 units of Ordinary Stock of (euro)0.64 each ("Ordinary
      Stock"), US$200,000,000 divided into 8,000,000 units of Non-Cumulative
      Preference Stock of US$25 each ("Dollar Preference Stock"),
      Stg(pound)100,000,000 divided into 100,000,000 units of Non-Cumulative
      Preference Stock of Stg(pound)1 each ("Sterling Preference Stock") and
      (euro)127,000,000 divided into 100,000,000 units of Non-Cumulative
      Preference Stock of (euro)1.27 each ("euro Preference Stock").

                                       9
<PAGE>

DOLLAR PREFERENCE STOCK

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

(A)   General

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

(B)   Income

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

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

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

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

                                       10
<PAGE>

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

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

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

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

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

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

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

                                       11
<PAGE>

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

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

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

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

      (C)   Capital

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

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

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

                                       12
<PAGE>

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

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

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

      (D)   Redemption

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

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

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

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

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

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

                                       13
<PAGE>

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

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

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

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

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

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

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

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

                                       14
<PAGE>

      (E)   Voting

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

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

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

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

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

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

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

                  (b)   Whenever the Dollar Preference Stockholders are
                        entitled to attend and vote at a General Court of
                        the Bank then, on a show of hands, each Dollar
                        Preference Stockholder, present in person or every
                        proxy for every such member, shall have one vote
                        and on a poll each Dollar Preference Stockholder
                        present in person or by proxy shall have one vote
                        for every (euro)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
                        (euro)0.64.

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

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

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

                                       15
<PAGE>

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

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

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

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

      (F)   Restriction on Capitalisations and Issues of Securities

            The following shall apply in relation to any particular Dollar
            Preference Stock (the "Relevant Dollar Preference Stock") if so
            determined by the Directors prior to allotment thereof. Save with
            the written consent of the holders of not less than 66 2/3% in
            nominal value of the Relevant Dollar Preference Stock, or with the
            sanction of a resolution passed at a separate meeting of the holders
            of the Relevant Dollar Preference Stock where holders of not less
            than 662/3% in nominal value of the Relevant Dollar Preference Stock
            in attendance and voting have voted in favour of such resolution,
            the Directors shall not (i) pursuant to Bye-Law 129 capitalise any
            part of the amounts available for distribution and referred to in
            such Bye-Law if after such capitalisation the aggregate of such
            amounts would be less than a multiple, determined by the Directors
            prior to the allotment of the Relevant Dollar Preference Stock of
            the aggregate amount of the annual dividends (exclusive of any
            associated tax credit) payable on the Dollar Preference Stock then
            in issue and any other preference stock then in issue ranking as
            regards the right to receive dividends or the rights on winding up
            of, or other return of capital by, the Bank, pari passu with or in
            priority to the Relevant Dollar Preference Stock, or (ii) authorise
            or create, or increase the amount of any stock of any class or any
            security convertible into the stock of any class ranking as regards
            the right to receive dividends or the rights on winding up of, or
            other return of capital by, the Bank in priority to the Relevant
            Dollar Preference Stock. A separate meeting shall be deemed to be a
            class meeting and the provisions of Bye-Law 7 (a) shall apply
            subject always to the over-riding provision of sub-paragraph (6) of
            paragraph (E) of this Bye-Law.

      (G)   Further Preference Stock

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

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

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

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

                                       16
<PAGE>

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

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

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

      (H)   Variation of Class Rights

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

STERLING PREFERENCE STOCK

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

      (A)   General

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

                                       17
<PAGE>

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

      (B)   Income

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

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

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

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

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

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

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

                                       18
<PAGE>

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

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

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

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

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

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

                                       19
<PAGE>

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

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

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

(C)   Capital

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

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

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

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

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

                                       20
<PAGE>

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

(D)   Redemption

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

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

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

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

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

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

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

                                       21
<PAGE>

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

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

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

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

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

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

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

(E)   Voting

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

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

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

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

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

                                       22
<PAGE>

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

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

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

            (b)   Whenever the Sterling Preference Stockholders are
                  entitled to attend and vote at a General Court of the
                  Bank then, on a show of hands, each Sterling Preference
                  Stockholder, present in person or every proxy for every
                  such member, shall have one vote and on a poll each
                  Sterling Preference Stockholder present in person or by
                  proxy shall have one vote for every (euro)0.64 of the
                  euro amount decided by the Directors as being equivalent
                  to the nominal amount of Sterling Preference Stock held
                  by him, such calculation to be made by applying the rate
                  of exchange prevailing at the date or respective dates
                  of allotment of such stock as determined by the
                  Directors. For the purpose of making the above
                  calculation the euro amount shall be adjusted downwards
                  to the nearest integral multiple of (euro)0.64.

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

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

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

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

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

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

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

                                       23
<PAGE>

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

(F)   Restriction on Capitalisations and Issues of Securities

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

(G)   Further Preference Stock

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

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

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

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

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

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

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

                                       24
<PAGE>

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

(H)   Variation of Class Rights

Without prejudice to Bye-Law 7 (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.

EURO PREFERENCE STOCK

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

(A)   General

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

(B)   Income

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

                                       25
<PAGE>

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

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

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

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

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

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

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

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

                                       26
<PAGE>

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

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

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

                  (iii) Each holder of Relevant Stock shall, on the date for
                        payment of the Relevant Instalment, had such instalment
                        been paid in cash, be allotted such additional nominal
                        amount of preference stock of the class in question,
                        credited as fully paid, as is equal to an amount
                        determined by multiplying the cash amount of the
                        Relevant Instalment that would have been payable to him,
                        had such instalment been payable in cash, (exclusive of
                        any associated tax credit) by a factor to be determined
                        by the Directors prior to allotment of the Relevant
                        Stock. The Bank shall not issue fractions of preference
                        stock of any class ("Fractional Stock") on any such
                        allotment of additional preference stock. In lieu of any
                        Fractional Stock each holder of Relevant Stock otherwise
                        entitled to receive Fractional Stock shall receive a
                        payment in cash equal to such holder's proportional
                        interest in the net proceeds from the sale or sales in
                        the open market by the Bank, on behalf of all such
                        holders, of the aggregate of the preference stock of the
                        relevant class equal in nominal amount to the aggregate
                        amount of all Fractional Stock of the relevant class
                        otherwise payable as a dividend rounded down to the
                        nearest integral multiple of the par value of such
                        preference stock, provided that the Bank shall not be
                        obliged to make any such payment where the entitlement
                        of the relevant holder is less than (euro)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 129
                        shall apply mutatis mutandis to any such capitalisation;

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

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

                                       27
<PAGE>

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

(C) Capital

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

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

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

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

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

(D)   Redemption

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

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

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<PAGE>

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

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

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

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

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

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

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

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

                                       29
<PAGE>

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

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

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

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

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

(E)   Voting

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

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

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

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

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

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

                                       30
<PAGE>

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

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

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

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

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

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

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

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

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

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

(F)   Restriction on Capitalisations and Issues of Securities

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

                                       31
<PAGE>

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

(G)   Further Preference Stock

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

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

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

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

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

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

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

(H)   Variation of Class Rights

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

                                       32
<PAGE>

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

VARIATION OF RIGHTS

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

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

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

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

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

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

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

                                       33
<PAGE>

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

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

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

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

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

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

CAPITAL STOCK TO BE AT DISPOSAL OF DIRECTORS

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

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

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

BANK NOT OBLIGED TO RECOGNISE TRUSTS

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

                                       34
<PAGE>

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

                               REGISTER OF MEMBERS

REGISTER TO BE KEPT IN SPECIFIED FORM

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

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

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

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

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

                   CERTIFICATES FOR STOCK IN CERTIFICATED FORM

MEMBERS ENTITLED TO CERTIFICATES FOR STOCK IN CERTIFICATED FORM

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

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

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

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

                                       35
<PAGE>

                                      LIEN

BANK TO HAVE LIEN ON ITS STOCK

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

SUCH LIEN TO BE MADE AVAILABLE BY SALE

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

DIRECTORS MAY AUTHORISE TRANSFER OF STOCK SO SOLD

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

PROCEEDS OF SALE MAY BE APPLIED IN PAYMENT OF AMOUNT DUE

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

                                 CALLS ON STOCK

DIRECTORS MAY MAKE CALLS TO BE PAID BY STOCKHOLDERS

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

WHEN CALL IS DEEMED TO BE MADE

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

JOINT STOCKHOLDERS LIABLE TO PAY CALLS

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

OVERDUE CALLS LIABLE TO INTEREST

19.   If a sum called in respect of stock is not paid before or on the day
      appointed for payment thereof the person from whom the sum is due shall
      pay interest on the sum from the day appointed for payment thereof to the
      time of actual payment at such

                                       36
<PAGE>

      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

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

DIRECTORS MAY RECEIVE UNCALLED MONEYS

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

                                TRANSFER OF STOCK

MODE OF TRANSFER OF STOCK

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

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

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

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

POWER TO DECLINE TO REGISTER TRANSFER

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

POWER TO DECLINE TO REGISTER TRANSFER IN OTHER CIRCUMSTANCES

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

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

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

                                       37
<PAGE>

              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

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

                              TRANSMISSION OF STOCK

TITLE TO STOCK OF DECEASED MEMBER

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

TRANSMISSION CLAUSE - EVIDENCE OF TITLE

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

NOTICE TO BE GIVEN BY STOCKHOLDER REQUIRING REGISTRATION

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

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

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

                                       38
<PAGE>

      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

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

                               FORFEITURE OF STOCK

IF CALLS NOT PAID NOTICE TO BE GIVEN TO MEMBER

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

TERMS OF NOTICE

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

IN DEFAULT OF PAYMENT STOCK MAY BE FORFEITED

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

FORFEITED STOCK TO BE PROPERTY OF BANK AND MAY BE SOLD

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

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

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

DECLARATION OF FORFEITURE

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

                                       39
<PAGE>

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

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

                            INCREASE OF CAPITAL STOCK

POWER TO ENLARGE CAPITAL STOCK

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

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

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

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

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

                              PURCHASE OF OWN STOCK

PURCHASE OF OWN STOCK

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

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

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

                                       40
<PAGE>

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

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

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

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

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

                           RE-ISSUE OF TREASURY STOCK

RE-ISSUE OF TREASURY STOCK

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

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

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

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

                                       41
<PAGE>

                                 GENERAL COURTS

ALL GENERAL COURTS TO BE HELD IN THE STATE

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

ANNUAL GENERAL COURT

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

DISTINCTION BETWEEN ORDINARY GENERAL COURT AND EXTRAORDINARY GENERAL COURT

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

DIRECTORS' POWER TO CONVENE EXTRAORDINARY GENERAL COURT

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

EXTRAORDINARY GENERAL COURT CALLED FOR BY MEMBERS

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

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

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

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

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

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

                                       42
<PAGE>

                            NOTICE OF GENERAL COURTS

NOTICE OF GENERAL COURTS

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

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

ACCIDENTAL OMISSION TO GIVE NOTICE NOT TO INVALIDATE PROCEEDINGS

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

                          PROCEEDINGS AT GENERAL COURTS

PROCEEDINGS AT GENERAL AND EXTRAORDINARY GENERAL COURTS

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

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

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

QUORUM FOR GENERAL COURT

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

IF REQUIRED QUORUM NOT PRESENT GENERAL COURT TO BE ADJOURNED

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

                                       43
<PAGE>

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

CHAIRMAN OF GENERAL COURT

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

IF NO DIRECTOR PRESENT MEMBERS TO CHOOSE CHAIRMAN

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

CHAIRMAN WITH CONSENT MAY ADJOURN GENERAL COURT

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

HOW QUESTIONS ARE TO BE DECIDED

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

      (a)     by the Chairman; or

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

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

POLL TO BE TAKEN IF DEMANDED

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

EQUALITY OF VOTES

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

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

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

                                       44
<PAGE>

                                VOTES OF MEMBERS

NUMBER OF VOTES OF MEMBERS

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

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

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

DISCLOSURE OF INTERESTS IN ORDINARY STOCK

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

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

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

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

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

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

                                       45
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       46
<PAGE>

JOINT STOCKHOLDERS

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

HOW MEMBERS NON COMPOS MENTIS MAY VOTE

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

NO MEMBER IN ARREAR MAY VOTE

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

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

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

VOTES  MAY  BE GIVEN IN  PERSON OR BY PROXY

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

PROXY TO BE GIVEN IN WRITING BY APPOINTER OR ATTORNEY

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

DEPOSIT OF PROXY

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

FORM OF PROXY

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

PROXY TO BE DEEMED TO CONFER AUTHORITY TO DEMAND POLL

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

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

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

                                       47
<PAGE>

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

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

             BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS

BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS

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

                                    DIRECTORS

NUMBER OF DIRECTORS

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

REMUNERATION OF DIRECTORS

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

REMUNERATION FOR SPECIAL SERVICES

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

                                       48
<PAGE>

RESIDENCE AND STOCK QUALIFICATIONS OF DIRECTORS

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

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

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

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

DECLARATIONS TO BE MADE BY DIRECTORS

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

DIRECTORS MAY BECOME INTERESTED IN COMPANY PROMOTED BY BANK

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

BORROWING POWERS OF DIRECTORS AND REGISTER OF CHARGES

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

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

            (i) The names and addresses of the chargee;

            (ii) The date of creation of the charge;

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

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

POWERS AND DUTIES OF DIRECTORS

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

                                       49
<PAGE>

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

DIRECTORS' POWER TO APPOINT ATTORNEY

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

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

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

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

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

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

DIRECTOR MAY HOLD OFFICE UNDER THE BANK

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

DIRECTOR MAY ACT FOR BANK IN PROFESSIONAL CAPACITY

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

                                       50
<PAGE>

SIGNING OF CHEQUES ETC.

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

MINUTES TO BE KEPT OF PROCEEDINGS OF DIRECTORS

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

      (a)   of all appointments made by the Directors;

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

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

DIRECTORS' PENSIONS

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

WHEN OFFICE OF DIRECTOR IS TO BE VACATED

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

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

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

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

      (d)   becomes of unsound mind; or

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

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

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

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

                          GOVERNOR AND DEPUTY GOVERNOR

ELECTION OF GOVERNOR AND DEPUTY GOVERNOR

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

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

                                       51
<PAGE>

                        MANAGING AND EXECUTIVE DIRECTORS

APPOINTMENT OF MANAGING DIRECTOR AND EXECUTIVE DIRECTORS

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

DIRECTORS MAY EMPOWER MANAGING DIRECTOR TO ACT FOR BANK

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

                     APPOINTMENT AND RETIREMENT OF DIRECTORS

RETIREMENT BY ROTATION OF DIRECTORS

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

WHICH DIRECTORS TO RETIRE

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

RETIRING DIRECTORS ELIGIBLE FOR RE-ELECTION

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

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

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

CANDIDATES FOR OFFICE OF DIRECTOR TO BE NOMINATED IN WRITING

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

                                       52
<PAGE>

WHEN DIRECTORS MAY FILL OFFICE OF DIRECTOR

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

POWER OF GENERAL COURT TO REMOVE DIRECTOR

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

POWER OF GENERAL COURT TO FILL CASUAL VACANCY

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

                     PROCEEDINGS OF DIRECTORS AND COMMITTEES

COURT OF DIRECTORS

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

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

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

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

                                       53
<PAGE>

DIRECTORS' QUORUM

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

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

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

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

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

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

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

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

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

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

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

                                       54
<PAGE>

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

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

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

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

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

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

                  (c)   a partner of that Director;

                  unless that person is also a Director of the Bank;

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

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

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

DIRECTORS MAY ACT NOTWITHSTANDING A VACANCY IN NUMBER

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

CHAIRMAN OF COURT OF DIRECTORS

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

DIRECTORS' POWERS OF MANAGEMENT

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

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

                                       55
<PAGE>

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

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

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

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

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

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

DIRECTORS' POWERS OF DELEGATION

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

CHAIRMAN OF COMMITTEE

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

PROCEEDINGS OF COMMITTEE

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

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

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

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<PAGE>

                                    SECRETARY

APPOINTMENT OF SECRETARY

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

SECRETARY MAY NOT ACT IN DUAL CAPACITY

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

                                    THE SEAL

THE SEAL, OFFICIAL SEAL AND LOCAL SEAL

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

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

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

                             DIVIDENDS AND RESERVES

DECLARATION OF DIVIDENDS BY GENERAL COURT

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

DIRECTORS MAY PAY INTERIM DIVIDENDS

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

                                       57
<PAGE>

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

DIVIDENDS TO BE PAID OUT OF PROFITS

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

RESERVE FUNDS

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

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

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

APPORTIONMENT OF DIVIDENDS

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

DIRECTORS MAY DEDUCT FROM DIVIDENDS  MONEY DUE FOR CALLS

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

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<PAGE>

POWER TO DIRECT PAYMENT OF DIVIDENDS BY DISTRIBUTION OF SPECIFIC PROFITS

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

SCRIP DIVIDENDS

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

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

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

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

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

                                       59
<PAGE>

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

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

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

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

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

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

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

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

DIVIDENDS PAYABLE IN CASH MAY BE PAID BY CHEQUE OR WARRANT

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

                                       60
<PAGE>

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

DIVIDENDS NOT TO BEAR INTEREST

120.  No dividend shall bear interest against the Bank.

UNCLAIMED DIVIDENDS

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

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

UNTRACED STOCKHOLDERS

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

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

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

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

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

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

                                       61
<PAGE>

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

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

                                    ACCOUNTS

THE DIRECTORS SHALL KEEP PROPER BOOKS OF ACCOUNT

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

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

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

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

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

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

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

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

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

                                       62
<PAGE>

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

                           CAPITALISATION OF RESERVES

POWER OF GENERAL COURT TO CAPITALISE RESERVES

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

METHOD OF CAPITALISATION OF RESERVES

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

                                      AUDIT

APPOINTMENT AND DUTIES OF AUDITORS

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

                                     NOTICES

SERVICE OF NOTICES

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

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

NOTICE TO JOINT STOCKHOLDERS

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

NOTICE WHEN MEMBER DECEASED OR BANKRUPT

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

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

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

PERSONS ENTITLED TO NOTICE

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

      (a)   every member; and

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

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

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

SERVICE ON TRANSFER OR TRANSMISSION OF STOCK

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

                                  MISCELLANEOUS

USE OF COMPUTERS, ETC. FOR CERTAIN BANK RECORDS

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

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

USE OF ELECTRONIC COMMUNICATION

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

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

            (i)   ensure the security of electronic communication;

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

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

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

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

            (i)   notices of Annual or Extraordinary General Courts;

            (ii)  the appointment of a proxy;

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

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

DESTRUCTION OF STOCK TRANSFER FORMS AND CANCELLED STOCK CERTIFICATES

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

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

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

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

For the purposes of this Bye-Law:

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

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

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

AUTHENTICATION OF DOCUMENTS

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

DECLARATION OF SECRECY

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

INDEMNITY

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

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INSURANCE AGAINST LIABILITY OF DIRECTORS AND OFFICERS

142.  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

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

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                                                                        APPENDIX

                       AUTHORITY TO `BUY-BACK' BANK STOCK
                              A SPECIAL RESOLUTION

                                       OF

                  THE GOVERNOR & COMPANY OF THE BANK OF IRELAND

      At the Annual General Meeting of the Proprietors of the Bank, duly
      convened and held in The O'Reilly Hall, UCD, Belfield, Dublin 4 on 7 July
      2004, the following Special Resolution was passed:-

"6    To consider and if thought fit pass the following resolution as a special
      resolution:-

      "THAT

      (a)   the Bank and/or any subsidiary (as such expression is defined by
            Section 155 of the Companies Act, 1963) of the Bank be generally
            authorised to make market purchases (as defined by Section 212 of
            the Companies Act, 1990 (the "1990 Act")) of units of Ordinary Stock
            of the Bank having a nominal value of (euro)0.64 each on such terms
            and conditions and in such manner as the Directors or, as the case
            may be, the directors of SUCH subsidiary, may from time to time
            determine but subject, however, to the provisions of the 1990 Act
            and to the following restrictions and provisions:

            (i)   The maximum number of units of Ordinary Stock authorised to be
                  acquired pursuant to the terms of this resolution shall,
                  subject to the proviso hereinafter set out, not exceed
                  95,611,133 units;

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

      (b)   the Bank and/or any subsidiary (as such expression is defined by
            Section 155 of the Companies Act, 1963) of the Bank be generally
            authorised to make market purchases (as defined by Section 212 of
            the 1990 Act) of units of Non-Cumulative Preference Stock of
            Stg(pound)1 each of the Bank (the "SterlinG Preference Stock") and
            units of Non-Cumulative Preference Stock of (euro)1.27 each of the
            Bank (the "euro Preference Stock") on such terms and conditiONS and
            in such manner as the Directors or, as the case may be, the
            directors of such subsidiary, may from time to time determine but
            subject, however, to the provisions of the 1990 Act and to the
            following restrictions and provisions:

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

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

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

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

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

      This resolution shall take effect and the authorities hereby conferred
      shall be effective immediately and shall expire at the close of business
      on the earlier of the date of the next Annual General Court of the Bank
      after the passing of this resolution or 6 January 2006 unless previously
      varied, revoked or renewed in accordance with the provisions of Section
      215 of the 1990 Act. The Bank or any such subsidiary may before such
      expiry enter into a contract for the purchase of units of Ordinary Stock,
      units of Sterling Preference Stock or units of euro Preference Stock which
      would or might be wholly or partly executed after such expiry and may
      complete any such contract as if the authorities conferred hereby had not
      expired."."

7 JULY 2004

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