Exhibit 1.2
 THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND  (Established in Ireland by Charter in 1783 and having limited liability)
 BYE-LAWS  adopted by Resolution passed by an Extraordinary General Court on
27 March 2009




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CONTENTS
 Numberof
    
    
    
    PageBye-Law
    
    
    
    NumberPRELIMINARY
    
    
    11.
    
    
    Interpretation
    
    
    12.
    
    
    Conflict between provisions of Bye-Laws and those of Charter
    
    
    5CAPITAL
    
    
    53.
    
    
    Capital stock of the Bank
    
    
    54.
    
    
    Dollar Preference Stock
    
    
    65.
    
    
    Sterling Preference Stock
    
    
    146.
    
    
    Euro Preference Stock
    
    
    237.
    
    
    2005 Preference Stock
    
    
    398.
    
    
    Variation of Rights
    
    
    489.
    
    
    Capital stock to be at disposal of Directors
    
    
    4910.
    
    
    Bank not obliged to recognise trusts
    
    
    50REGISTER OF MEMBERS
    
    
    5011.
    
    
    Register to be kept in specified form
    
    
    50CERTIFICATES FOR STOCK IN CERTIFICATED FORM
    
    
    5012.
    
    
    Members entitled to certificates for stock in certificated form
    
    
    50LIEN
    
    
    5113.
    
    
    Bank to have lien on its stock
    
    
    5114.
    
    
    Such lien to be made available by sale
    
    
    5115.
    
    
    Directors may authorise transfer of stock so sold
    
    
    5116.
    
    
    Proceeds of sale may be applied in payment of amount due
    
    
    52CALLS ON STOCK
    
    
    5217.
    
    
    Directors may make calls to be paid by stockholders
    
    
    5218.
    
    
    When call is deemed to be made
    
    
    5219.
    
    
    Joint stockholders liable to pay calls
    
    
    5220.
    
    
    Overdue calls liable to interest
    
    
    5221.
    
    
    Any sum payable on allotment to be deemed to be a call
    
    
    5222.
    
    
    Directors may receive uncalled moneys
    
    
    52TRANSFER OF STOCK
    
    
    5323.
    
    
    Mode of transfer of stock
    
    
    5324.
    
    
    Power to decline to register transfer
    
    
    5325.
    
    
    Power to decline to register transfer in other circumstances
    
    
    53




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Numberof
    
    
    
    PageBye-Law
    
    
    
    Number26.
    
    
    Period during which registration may be suspended
    
    
    54TRANSMISSION OF STOCK
    
    
    5427.
    
    
    Title to stock of deceased member
    
    
    5428.
    
    
    Transmission clause  evidence of title
    
    
    5429.
    
    
    Notice to be given by stockholder requiring registration
    
    
    5430.
    
    
    Person becoming entitled to stock on death or bankruptcy to be entitled to
dividend
    
    
    5431.
    
    
    Stock transmitted in whole units
    
    
    54FORFEITURE OF STOCK
    
    
    5532.
    
    
    If calls not paid notice to be given to member
    
    
    5533.
    
    
    Terms of notice
    
    
    5534.
    
    
    In default of payment stock may be forfeited
    
    
    5535.
    
    
    Forfeited stock to be property of Bank and may be sold
    
    
    5536.
    
    
    Member whose stock has been forfeited shall cease to be a member but
remains liable
    
    
    5537.
    
    
    Declaration of forfeiture
    
    
    5538.
    
    
    Provisions as to forfeiture to apply to any sum payable in respect of stock
    
    
    55INCREASE OF CAPITAL STOCK
    
    
    5639.
    
    
    Power to enlarge capital stock
    
    
    56PURCHASE OF OWN STOCK
    
    
    5640.
    
    
    Purchase of own stock
    
    
    56RE-ISSUE OF TREASURY STOCK
    
    
    5841.
    
    
    Re-issue of Treasury Stock
    
    
    58GENERAL COURTS
    
    
    5842.
    
    
    All General Courts to be held in the State
    
    
    5843.
    
    
    Annual General Court
    
    
    5844.
    
    
    Distinction between Ordinary General Court and Extraordinary General Court
    
    
    5845.
    
    
    Directors power to convene Extraordinary General Court
    
    
    5946.
    
    
    Extraordinary General Court called for by members
    
    
    59NOTICE OF GENERAL COURTS
    
    
    5947.
    
    
    Notice of General Courts
    
    
    5948.
    
    
    Accidental omission to give notice not to invalidate proceedings
    
    
    60PROCEEDINGS AT GENERAL COURTS
    
    
    6049.
    
    
    Proceedings at General and Extraordinary General Courts
    
    
    6050.
    
    
    Quorum for General Court
    
    
    6051.
    
    
    If required quorum not present General Court to be adjourned
    
    
    6052.
    
    
    Chairman of General Court
    
    
    6153.
    
    
    If no Director present members to choose Chairman
    
    
    6154.
    
    
    Chairman with consent may adjourn General Court
    
    
    61




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Numberof
    
    
    
    PageBye-Law
    
    
    
    Number55.
    
    
    How questions are to be decided
    
    
    6156.
    
    
    Poll to be taken if demanded
    
    
    6157.
    
    
    Equality of votes
    
    
    6158.
    
    
    Poll demanded on election of Chairman or adjournment to be taken forthwith
    
    
    61VOTES OF MEMBERS
    
    
    6259.
    
    
    Number of votes of members
    
    
    6260.
    
    
    Disclosure of Interests in Ordinary Stock
    
    
    6261.
    
    
    Joint stockholders
    
    
    6462.
    
    
    How members non compos mentis may vote
    
    
    6463.
    
    
    No member in arrear may vote
    
    
    6464.
    
    
    No objections to be raised to qualification of voter except at General Court or
adjournment
    
    
    6465.
    
    
    Votes may be given in person or by proxy
    
    
    6466.
    
    
    Proxy to be given in writing by appointer or attorney
    
    
    6467.
    
    
    Deposit of proxy
    
    
    6468.
    
    
    Form of proxy
    
    
    6469.
    
    
    Proxy to be deemed to confer authority to demand poll
    
    
    6570.
    
    
    Vote by proxy to be available although authority revoked or stock transferred
    
    
    65VOTING BY GOVERNMENT PREFERENCE STOCKHOLDER
    
    
    6571.
    
    
    Voting by Government Preference Stockholder
    
    
    65CORPORATIONS SOLE OR BODIES CORPORATE ACTING BY
REPRESENTATIVES AT MEETINGS
    
    
    6672.
    
    
    Corporations Sole or bodies corporate acting by representatives at meetings
    
    
    66DIRECTORS
    
    
    6773.
    
    
    Number of Directors
    
    
    6774.
    
    
    Remuneration of Directors
    
    
    6775.
    
    
    Remuneration for special services
    
    
    6776.
    
    
    Residence and stock qualifications of Directors
    
    
    6777.
    
    
    Declarations to be made by Directors
    
    
    6878.
    
    
    Directors may become interested in company promoted by Bank
    
    
    6879.
    
    
    Borrowing powers of Directors and register of charges
    
    
    6880.
    
    
    Powers and duties of Directors
    
    
    6881.
    
    
    Directors power to appoint attorney
    
    
    6882.
    
    
    Director who is interested in contract with the Bank must disclose his interest
    
    
    6983.
    
    
    Director may hold office under the Bank
    
    
    6984.
    
    
    Director may act for Bank in professional capacity
    
    
    6985.
    
    
    Signing of cheques etc.
    
    
    6986.
    
    
    Minutes to be kept of proceedings of Directors
    
    
    7087.
    
    
    Directors pensions
    
    
    70




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Numberof
    
    
    
    PageBye-Law
    
    
    
    Number88.
    
    
    When office of Director is to be vacated
    
    
    70GOVERNOR AND DEPUTY GOVERNOR
    
    
    7089.
    
    
    Election of Governor and Deputy Governor
    
    
    70MANAGING AND EXECUTIVE DIRECTORS
    
    
    7190.
    
    
    Appointment of Managing Director and Executive Directors
    
    
    7191.
    
    
    Directors may empower Managing Director to act for Bank
    
    
    71APPOINTMENT AND RETIREMENT OF DIRECTORS
    
    
    7192.
    
    
    Retirement by rotation of Directors
    
    
    7193.
    
    
    Which Directors to retire
    
    
    7194.
    
    
    Retiring Directors eligible for re-election
    
    
    7195.
    
    
    Power of General Court to fill a vacancy caused by retirement of Director
    
    
    7196.
    
    
    Candidates for office of Director to be nominated in writing
    
    
    7197.
    
    
    When Directors may fill office of Director
    
    
    7298.
    
    
    Power of General Court to remove Director
    
    
    7299.
    
    
    Power of General Court to fill casual vacancy
    
    
    72DIRECTORS APPOINTED BY THE GOVERNMENT PREFERENCE
STOCKHOLDER
    
    
    72100.
    
    
    Directors nominated by the Government Preference Stockholder
    
    
    72PROCEEDINGS OF DIRECTORS AND COMMITTEES
    
    
    75101.
    
    
    Court of Directors
    
    
    75102.
    
    
    Directors quorum
    
    
    76103.
    
    
    Director shall not vote in respect of contract in which he is interested
    
    
    76104.
    
    
    Directors may act notwithstanding a vacancy in number
    
    
    77105.
    
    
    Chairman of Court of Directors
    
    
    77106.
    
    
    Directors Powers of Management
    
    
    78107.
    
    
    Directors Powers of Delegation
    
    
    78108.
    
    
    Chairman of committee
    
    
    79109.
    
    
    Proceedings of committee
    
    
    79110.
    
    
    Acts of Directors or committees to be valid notwithstanding defect in
appointment
    
    
    79SECRETARY
    
    
    79111.
    
    
    Appointment of Secretary
    
    
    79112.
    
    
    Secretary may not act in dual capacity
    
    
    79THE SEAL
    
    
    79113.
    
    
    The Seal, Official Seal and local seal
    
    
    79DIVIDENDS AND RESERVES
    
    
    80114.
    
    
    Declaration of dividends by General Court
    
    
    80115.
    
    
    Directors may pay interim dividends
    
    
    80116.
    
    
    Dividends to be paid out of profits
    
    
    80




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Numberof
    
    
    
    PageBye-Law
    
    
    
    Number117.
    
    
    Reserve funds
    
    
    80118.
    
    
    Apportionment of dividends
    
    
    81119.
    
    
    Directors may deduct from dividends money due for calls
    
    
    81120.
    
    
    Power to direct payment of dividends by distribution of specific profits
    
    
    81121.
    
    
    Scrip Dividends
    
    
    81122.
    
    
    Dividends payable in cash may be paid by cheque or warrant
    
    
    83123.
    
    
    Dividends not to bear interest
    
    
    83124.
    
    
    Unclaimed Dividends
    
    
    83125.
    
    
    Untraced Stockholders
    
    
    84ACCOUNTS
    
    
    85126.
    
    
    The Directors shall keep proper books of account
    
    
    85127.
    
    
    Books of account to be kept at the Office and available for inspection of
Directors
    
    
    85128.
    
    
    Members not entitled to inspect books of account except as authorised by
Directors
    
    
    85129.
    
    
    Balance sheets and profit and loss accounts, group accounts and reports to be laid
before Annual General Courts
    
    
    85130.
    
    
    Copy of balance sheet, accounts, Directors report and Auditors report to be sent
to members
    
    
    85CAPITALISATION OF RESERVES
    
    
    86131.
    
    
    Power of General Court to capitalise reserves
    
    
    86132.
    
    
    Method of capitalisation of reserves
    
    
    86CAPITALISATION IN RESPECT OF THE 2009 BONUS STOCK AND THE 2009
WARRANT INSTRUMENT
    
    
    86133.
    
    
    Capitalisations in respect of the 2009 Bonus Stock and the 2009 Warrant
    
    
    86AUDIT
    
    
    87134.
    
    
    Appointment and duties of Auditors
    
    
    87NOTICES
    
    
    87135.
    
    
    Service of notices
    
    
    87136.
    
    
    Notice to joint stockholders
    
    
    87137.
    
    
    Notice when member deceased or bankrupt
    
    
    87138.
    
    
    Persons entitled to notice
    
    
    88139.
    
    
    Service on transfer or transmission of stock
    
    
    88MISCELLANEOUS
    
    
    89140.
    
    
    Use of computers, etc., for certain Bank records
    
    
    89141.
    
    
    Use of Electronic Communication
    
    
    89142.
    
    
    Destruction of stock transfer forms and cancelled stock certificates
    
    
    90143.
    
    
    Authentication of documents
    
    
    90144.
    
    
    Declaration of secrecy
    
    
    90145.
    
    
    Indemnity
    
    
    91




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Numberof
    
    
    
    PageBye-Law
    
    
    
    Number146.
    
    
    Insurance against liability of Directors and Officers
    
    
    91147.
    
    
    Record dates
    
    
    91APPENDIX
    
    
    92Authority to buy back Bank Stock  Special Resolution passed by Stockholders at the
Annual General Court
    
    
    92




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BANK OF IRELAND
  PRELIMINARY
 Interpretation
  2009 Issue Date
 2009 Warrant Instrument
 Acts
 Auditors
 the Bank Bank of Ireland
 the Banks Acts
 certificated stock
 the Charter
 Control
 Control Resolution
 1




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Court of Directors
 dematerialised instruction
 the Directors
 electronic communication
 enactment
 Financial Regulator
 General Court
 Government Concert Party
 Government Body
 Government Preference Stockholder
 issuer-instruction
 member
 2




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Minority Interest
 Month
 the Office
 officer
 operator-instruction
 operator-system
 operator
 Parity Core Tier I Securities
 participating issuer
 participating member state
 participating security
 the Register
 Regulations
 relevant system
 the Seal Official Seal
 Secretary
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settlement-bank
 the State
 Stock Exchange
 system-member
 system-participant
 Trading Day
 uncertificated stock
 euro  Stg£ Pounds Sterling US$ US Dollars
        4




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Conflict between provisions of Bye-Laws and those of Charter
 2.
    
    In case of any conflict between any provision in these Bye-Laws and any provision of the Charter
or of the Banks Acts, the provision in these Bye-Laws shall prevail and have effect in place of
such conflicting provision of the Charter or the Banks Acts.
 CAPITAL
 Capital stock of the Bank
 3.
    (a)
    
    The capital stock of the Bank is 1,280,000,000 divided into 2,000,000,000 units of
Ordinary Stock of 0.64 each (Ordinary Stock), US$200,000,000 divided into 8,000,000 units of
Non-Cumulative Preference Stock of US$25 each (Dollar Preference Stock), Stg£100,000,000 divided
into 100,000,000 units of Non-Cumulative Preference Stock of Stg£1 each (Sterling Preference
Stock), 162,000,000 divided into 100,000,000 units of Non-Cumulative Preference Stock of 1.27
each and 3,500,000,000 units of Non-Cumulative Preference Stock of 0.01 each (euro Preference
Stock which includes the 3,500,000,000 units of 2009 Preference Stock of 0.01 each),
100,000,000 undesignated Dollar Preference Stock of US$0.25 each, 100,000,000 undesignated
sterling preference stock of Stg£0.25 each, 100,000,000 undesignated euro preference stock of
0.25 each (in each case as consolidated or sub-divided from time to time, respectively the
Dollar 2005 Preference Stock, Sterling 2005 Preference Stock, and the euro 2005 Preference
Stock and together, the 2005 Preference Stock), having, subject to the provisions of Bye-Laws
3(b), 3(c) and 3(d), the rights set out in Bye-Laws 4 to 7 below.
 (b)
    
    The Dollar 2005 Preference Stock shall be comprised of two classes of
Stock:
 (i)
    
    redeemable Dollar Preference Stock (the Redeemable Dollar Preference
Stock); and(ii)
    
    non-redeemable Dollar Preference Stock (the Non-redeemable Dollar
Preference Stock);
 In the case of Dollar 2005 Preference Stock that are initially created as
undesignated Dollar 2005 Preference Stock the Directors shall upon
allotment determine whether they are to be allotted as Redeemable Dollar
Preference Stock or Non-redeemable Dollar Preference Stock.(c)
    
    The Sterling 2005 Preference Stock shall be comprised of two classes of
Stock:
 (i)
    
    redeemable Sterling Preference Stock (the Redeemable Sterling
Preference Stock); and(ii)
    
    non-redeemable Sterling Preference Stock (the Non-redeemable
Sterling Preference Stock);
 In the case of Sterling 2005 Preference Stock that are initially created
as undesignated Sterling 2005 Preference Stock the Directors shall upon
allotment determine whether they are to be allotted as Redeemable
Sterling Preference Stock or Non-redeemable Sterling Preference Stock.(d)
    
    The euro Preference Stock shall be comprised of two classes of Stock:
 (i)
    
    redeemable euro Preference Stock (the Redeemable euro Preference
Stock); and
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(ii)
    
    non-redeemable euro Preference Stock (the Non-redeemable euro
Preference Stock);
 In the case of euro 2005 Preference Stock that are initially created as
undesignated euro 2005 Preference Stock the Directors shall upon
allotment determine whether they are to be allotted as Redeemable euro
Preference Stock or Non-redeemable euro Preference Stock.
 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 8 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 8 (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
 6




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Preference Stock, the distributable profits and distributable reserves of
the Bank are together insufficient to enable payment in full to be made
of such instalment and, if applicable, of any instalments of dividends
payable on such date on any other preference stock ranking pari passu
with the Relevant Dollar Preference Stock as regards dividend, then none
of the said instalments shall be paid. If it shall subsequently appear
that any instalment of the Preference Dividend or of any such other
preferential dividend which has been paid should not, in accordance with
the provisions of this subparagraph, have been so paid, then, provided
the Directors shall have acted in good faith, they shall not incur any
liability for any loss which any stockholder may suffer in consequence of
such payment having been made.
 (c)
    
    Where any instalment of the Preference Dividend on any Relevant Dollar
Preference Stock is payable, the Directors shall, subject to sub-paragraph
(b) above, resolve to make payment of such instalment in cash, provided
however that such instalment shall not be payable in cash if, in the
judgment of the Directors, after consultation with the Irish Financial
Services Regulatory Authority (or such other governmental authority in
Ireland having primary bank supervisory authority), the payment of such
instalment in cash would breach or cause a breach of the Irish Financial
Services Regulatory Authoritys capital adequacy requirements from time to
time applicable to the Bank.(d)
    
    Subject to the right to be allotted additional Dollar Preference Stock
in accordance with sub-paragraph (e) below, the Relevant Dollar Preference
Stock shall carry no further right to participate in the profits and
reserves of the Bank other than the Preference Dividend and if on any
occasion an instalment of the Preference Dividend is not paid in cash for
the reasons described in sub-paragraph (b) or sub-paragraph (c) above, the
Dollar Preference Stockholders shall have no claim in respect of such
instalment.
 (e)
    (i)
    
    The provisions of this sub-paragraph shall apply where any
instalment of the Preference Dividend payable on a particular date on the
Relevant Dollar Preference Stock is, for the reasons specified in
sub-paragraph (b) or sub-paragraph (c) above, not to be paid in cash and the
amount (if any) standing to the credit of the profit and loss account of the
Bank together with the amount of the reserves of the Bank available for the
purpose are sufficient to enable the allotments of additional preference
stock referred to in the further provisions of this sub-paragraph to be made
in full;
 (ii)
    
    For the purposes of this sub-paragraph:
 Relevant Stock means Relevant Dollar Preference Stock and any
preference stock of the Bank carrying similar rights to those set
out in this sub-paragraph (e) and ranking pari passu with the
Relevant Dollar Preference Stock as regards dividend in respect of
which an instalment of preference dividend which would have been
payable on the same date as a Relevant Instalment on Relevant
Dollar Preference Stock is not to be paid in cash; and
 Relevant Instalment means an instalment of preference dividend
which is not to be paid in cash on Relevant Stock on any occasion
for the reasons specified in sub-paragraph (b) or sub-paragraph (c)
above; and,
 7




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where a member holds Relevant Stock of more than one class, the
provisions of this sub-clause shall be interpreted and applied
separately in respect of each class of Relevant Stock held by him;(iii)
    
    Each holder of Relevant Stock shall, on the date for payment of the
Relevant Instalment, had such instalment been paid in cash, be allotted
such additional nominal amount of preference stock of the class in
question, credited as fully paid, as is equal to an amount determined by
multiplying the cash amount of the Relevant Instalment that would have
been payable to him, had such instalment been payable in cash, (exclusive
of any associated tax credit) by a factor to be determined by the
Directors prior to allotment of the Relevant Stock. The Bank shall not
issue fractions of preference stock of any class (Fractional Stock) on
any such allotment of additional preference stock. In lieu of any
Fractional Stock each holder of Relevant Stock otherwise entitled to
receive Fractional Stock shall receive a payment in cash equal to such
holders proportionate interest in the net proceeds from the sale or
sales in the open market by the Bank, on behalf of all such holders, of
the aggregate of the preference stock of the relevant class equal in
nominal amount to the aggregate amount of all Fractional Stock of the
relevant class otherwise payable as a dividend rounded down to the
nearest integral multiple of the par value of such preference stock,
provided that the Bank shall not be obliged to make any such payment
where the entitlement of the relevant holder is less than US$10. Such
sale shall be effected promptly after the record date fixed for
determining the holders entitled to payment of the Preference Dividend. A
holder receiving an allotment of additional preference stock in terms of
this sub-paragraph shall not be entitled to receive any part of the
Relevant Instalment relating to Relevant Stock of that class in cash;(iv)
    
    For the purpose of paying up preference stock to be allotted on any
occasion pursuant to this sub-paragraph, the Directors shall capitalise
out of the sums standing to the credit of the profit and loss account of
the Bank and/or to the credit of the Banks reserve accounts available
for the purpose, as the Directors may determine a sum equal to the
aggregate nominal amount of the additional preference stock then to be
allotted and shall apply the same in paying up in full the appropriate
amount of unissued preference stock of the class or classes in question.
Any such capitalisation shall be deemed to be authorised by the
resolution adopting this Bye-Law and the provisions of Bye-Law 132 shall
apply mutatis mutandis to any such capitalisation;(v)
    
    The additional preference stock so allotted shall rank pari passu in
all respects with the fully paid Relevant Stock of the same class then in
issue save only as regards participation in the Relevant Instalment;
 (f)
    
    The Directors shall undertake and do such acts and things as they may
consider necessary or expedient for the purpose of giving effect to the
provisions of subparagraph (e). If any additional preference stock falling
to be allotted pursuant to such sub-paragraph cannot be allotted by reason
of any insufficiency in the Banks authorised capital stock the Directors
shall convene a General Court to be held as soon as practicable, for the
purpose of considering a resolution or resolutions effecting an appropriate
increase in the authorised capital stock. The Dollar Preference Stock shall
not confer the
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right to participate in any issue of stock on capitalisation of reserves
except as provided in sub-paragraph (e) above.
 (C)
    
    Capital(1)
    
    On a winding up of, or other return of capital (other than on a redemption
of stock of any class in the capital of the Bank) by the Bank, the Dollar
Preference Stockholders shall in respect of the Dollar Preference Stock held by
them be entitled to receive in US Dollars, out of the surplus assets available
for distribution to the Banks members, an amount equal to the amount paid up
or credited as paid up on the Dollar Preference Stock (including any premium
paid to the Bank in respect thereof).(2)
    
    In addition to the amount repayable on the Dollar Preference Stock pursuant
to subparagraph (1) above there shall be payable:
 (a)
    
    a sum equal to the amount of any Preference Dividend which is due for
payment after the date of commencement of the winding up or other return of
capital but which is payable in respect of a period ending on or before such
date and the amount of any Preference Dividend which would have been payable
by the Bank in accordance with paragraph (B) of this Bye-Law in respect of
the period commencing with the fixed dividend payment date which shall most
recently have occurred prior to the winding up of the Bank or the date of
return of capital, as the case may be, and ending with the date of such
return of capital, whether on a winding up or otherwise, as though such
period had been one in relation to which an instalment of the Preference
Dividend would have been payable pursuant to paragraph (B), but subject
always to the provisions of sub-paragraphs (2)(b), (c) and (d) of paragraph
(B); and(b)
    
    subject thereto, such premium (if any) as may be determined by the
Directors prior to allotment thereof (and so that the Directors may
determine that such premium is payable only in specified circumstances
and/or that such premium shall be of variable amount depending on the timing
and circumstances of such return of capital).
 (3)
    
    The amounts payable or repayable under sub-paragraphs (1) and (2) of this
paragraph (C) in the event of a winding up of, or other return of capital
(other than on a redemption of stock of any class in the capital of the Bank)
by the Bank, shall be so paid pari passu with any amounts payable or repayable
in that event upon or in respect of any further preference stock of the Bank
ranking pari passu with the Dollar Preference Stock as regards repayment of
capital and shall be so paid in priority to any repayment of capital on any
other class of stock of the Bank. The Dollar Preference Stockholders shall not
be entitled in respect of the Dollar Preference Stock held by them to any
further or other right of participation in the assets of the Bank.(D)
    
    Redemption(1)
    
    Unless otherwise determined by the Directors in relation to any particular
Dollar Preference Stock prior to allotment thereof, the Dollar Preference Stock
shall be redeemable at the option of the Bank. In the case of any particular
Dollar Preference Stock which is to be so redeemable:
 (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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sub-paragraph (C)(2)(b)) if the date fixed for redemption had been the
date of a return of capital on a winding up of the Bank;
 (b)
    
    such stock shall be redeemable during such period as the Directors shall
prior to the allotment thereof determine, commencing with the first date on
which a dividend is payable on such stock or with such later date as the
Directors shall prior to allotment thereof determine; and(c)
    
    prior to allotment of such stock, the Directors shall determine whether
the Bank may redeem (i) all (but not merely some) of such stock or (ii) all
or any of such stock and the basis on which any necessary selection of such
stock for redemption is to be made from time to time.
 (2)
    
    The provisions of this sub-paragraph (2) shall apply in relation to any
Dollar Preference Stock that is to be redeemed and that on the date fixed for
redemption is in certificated form. The Bank shall give to the holders of the
Dollar Preference Stock to be redeemed not less than 30 days and not more than
60 days notice in writing of the date on which such redemption be effected.
Such notice shall specify the redemption date and the place at which the
certificates for such Dollar Preference Stock are to be presented for
redemption and upon such date each of such holders shall be bound to deliver to
the Bank at such place the certificates for such Dollar Preference Stock as are
held by him.
Upon such delivery, the Bank shall pay to such holder the amount due to him
in respect of such redemption and shall cancel the certificates so
delivered. If any such certificate includes any Dollar Preference Stock not
redeemable on that occasion, a fresh certificate for such stock shall be
issued to the holder without charge upon cancellation of the existing
certificate.(3)
    
    As from the date fixed for redemption, no Preference Dividend shall be
payable on the Dollar Preference Stock to be redeemed except on any such stock
in respect of which, upon either due presentation of the certificate relating
thereto, or, if the Dollar Preference Stock was in uncertificated form on the
date fixed for redemption the procedures for redemption as referred to in
sub-paragraph (4) below having been effected, payment of the moneys due at such
redemption shall be improperly refused, in which event, the Preference Dividend
shall continue to accrue on and from the date fixed for redemption down to, but
not including, the date of payment of such redemption moneys.(4)
    
    The provisions of this sub-paragraph (4) shall apply in relation to any
Dollar Preference Stock that is to be redeemed and that, on the date fixed for
redemption, is in uncertificated form. The Bank shall give to the holders of
such Dollar Preference Stock not less than 30 days and not more than 60 days
notice in writing of the date on which such redemption is to be effected. Such
notice shall specify the redemption date and the Directors shall be entitled,
in their absolute discretion, to determine the procedures for the redemption of
such Dollar Preference Stock held in uncertificated form on the relevant
redemption date (subject always to the facilities and requirements of the
relevant system concerned). Upon being satisfied that such procedures have been
effected, the Bank shall pay to the holders of the Dollar Preference Stock
concerned the amount due in respect of such redemption of such Dollar
Preference Stock.(5)
    
    Without prejudice to the generality of sub-paragraph (4) above:
 (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
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requesting or requiring the deletion of any computer-based entries in the
relevant system concerned that relate to the holding of the Dollar
Preference Stock concerned; and/or
 (b)
    
    the Bank may, if the Directors so determine, (by notice in writing to
the holder concerned, which notice may be included in the notice of
redemption concerned) require the holder of the Dollar Preference Stock
concerned to change the form of the Dollar Preference Stock from
uncertificated form to certificated form prior to the date fixed for
redemption (in which case the provisions in this Bye-Law relating to the
redemption of Dollar Preference Stock held in certificated form shall
apply).
 Whether any Dollar Preference Stock to be redeemed is in certificated form
or uncertificated form on the relevant date fixed for redemption shall be
determined by reference to the Register as at 12.00 noon on such date or
such other time as the Directors, may (subject to the facilities and
requirements of the relevant system concerned) in their absolute discretion
determine.(6)
    
    The receipt of the registered holder for the time being of any Dollar
Preference Stock or, in the case of joint registered holders, the receipt of
any of them for the moneys payable on redemption thereof, shall constitute an
absolute discharge to the Bank in respect thereof.(7)
    
    Upon the redemption of any Dollar Preference Stock the Directors may
(pursuant to the authority given by the passing of the resolution to adopt this
Bye-Law) consolidate and divide and/or sub-divide the authorised preference
stock existing as a consequence of such redemption into stock of any other
class of capital stock into which the authorised capital stock of the Bank is
or may at that time be divided of a like nominal amount (as nearly as may be)
and in the same currency as the Dollar Preference Stock so redeemed or into
unclassified stock of the same nominal amount and in the same currency as the
Dollar Preference Stock so redeemed.(E)
    
    Voting(1)
    
    The Dollar Preference Stockholders shall be entitled to receive notice of
any General Court of the Bank and a copy of every circular or like document
sent out by the Bank to the holders of Ordinary Stock but shall not be entitled
to attend any General Court or to speak or vote thereat unless:
 (a)
    
    a resolution is to be proposed at such meeting for the winding up of the
Bank; or(b)
    
    a resolution is to be proposed at such meeting varying, altering or
abrogating any of the rights, privileges, limitations or restrictions
attached to the Dollar Preference Stock;
 and then to vote only on such resolution or resolutions; orunless at the date of such meeting the most recent instalment of the
Preference Dividend due to be paid prior to such meeting shall not have been
paid in cash in which event the Dollar Preference Stockholders shall be
entitled to speak and vote on all resolutions proposed at such meeting.For the avoidance of doubt, unless otherwise provided by its terms of issue
and without prejudice to the rights attached to the Dollar Preference Stock
to
 11




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participate in any return of capital, the rights attached to any Dollar
Preference Stock shall not be deemed to be varied, altered or abrogated by a
reduction in any capital stock ranking as regards participation in the
profits and assets of the Bank pari passu with or after such Dollar
Preference Stock or by any redemption of any such capital stock, unless, in
either of the foregoing cases, the then most recent dividend due to be paid
on each class of preference stock in the capital of the Bank prior to such
reduction or redemption shall not have been paid in cash.
 (2)
    (a)
    
    At a separate Meeting of the Dollar Preference Stockholders referred to
in paragraph (F) of this Bye-Law on a show of hands each Dollar Preference
Stockholder present in person or every proxy for every such member shall have
one vote and on a poll each Dollar Preference Stockholder present in person or
by proxy shall have one vote in respect of each US$1 of Dollar Preference Stock
held by him; and
 (b)
    
    Whenever the Dollar Preference Stockholders are entitled to attend and
vote at a General Court of the Bank then, on a show of hands, each Dollar
Preference Stockholder, present in person or every proxy for every such
member, shall have one vote and on a poll each Dollar Preference Stockholder
present in person or by proxy shall have one vote for every 0.64 of the
euro amount decided by the Directors as being equivalent to the nominal
amount of Dollar Preference Stock held by him, such calculation to be made
by applying the rate of exchange prevailing at the date or respective dates
of allotment of such stock as determined by the Directors. For the purpose
of making the above calculation the euro amount shall be adjusted downwards
to the nearest integral multiple of 0.64.
 (3)
    
    On a relevant requisition given in accordance with the provisions of
sub-paragraph (4) below, the Directors shall procure that an Extraordinary
General Court of the Bank shall be convened forthwith.
 (4)
    
    A relevant requisition is a requisition:
 (a)
    
    which has been signed by or on behalf of the holders of a majority of
the Dollar Preference Stock in issue at the date of such requisition; and(b)
    
    which states the objects of the meeting to be convened;
 and a relevant requisition may consist of several documents in like form
each signed by or on behalf of one or more of the requisitionists. The
provisions of Bye-Law 46 (c), (d) and (e) shall apply mutatis mutandis to an
Extraordinary General Court requisitioned in accordance with this Bye-Law.(5)
    
    The right to requisition a General Court of the Bank contained in this
paragraph (E) shall be exercisable only at a time when the most recent
instalment of the Preference Dividend due to be paid prior to such requisition
shall not have been paid in cash.(6)
    
    The Directors shall procure that, on any resolution at a General Court of
the Bank upon which the Dollar Preference Stockholders are entitled to vote and
on each resolution at a separate Meeting, referred to at paragraph (F) of this
Bye-Law, of the Dollar Preference Stockholders, a poll is demanded by the Chairman
of such meeting in accordance with these Bye-Laws.(F)
    
    Restriction on Capitalisations and Issues of Securities
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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
662/3% 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 131 to 133 capitalise any part of
the amounts available for distribution and referred to in such Bye-Law if after
such capitalisation the aggregate of such amounts would be less than a
multiple, determined by the Directors prior to the allotment of the Relevant
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 8 (a) shall apply subject always to the over-riding
provision of sub-paragraph (6) of paragraph (E) of this Bye-Law.
 (G)
    
    Further Preference 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;(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
 13




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to be a variation, alteration or abrogation of the rights, privileges,
limitations or restrictions attaching to the Dollar Preference Stock.
Provided, however, as regards further preference stock ranking pari passu with
the Dollar Preference Stock that, on the date of such creation or issue, the
most recent instalment of the dividend due to be paid on each class of
preference stock in the capital of the Bank prior to such date shall have been
paid in cash. If any further preference stock of the Bank shall have been
issued, then any subsequent variation, alteration or abrogation of or addition
to the rights, privileges, limitations or restrictions attaching to any of
such further preference stock shall be deemed not to be a variation,
alteration or abrogation of the rights, privileges, limitations or
restrictions attaching to the Dollar Preference Stock provided that the rights
attaching to such preference stock thereafter shall be such that the creation
and issue by the Bank of further preference stock carrying those rights would
have been permitted under this paragraph.
 (H)
    
    Variation of Class Rights
 Without prejudice to Bye-Law 8 (b) the rights, privileges, limitations or
restrictions attached to the Dollar Preference Stock (or any class thereof)
may be varied, altered or abrogated, either whilst the Bank is a going concern
or during or in contemplation of a winding up, with the written consent of the
holders of not less than 662/3% in nominal value of such
class of stock or with the sanction of a resolution passed at a class meeting
of holders of such classes of stock provided that the holders of not less than
662/3% in nominal value of such class of stock in
attendance and voting vote in favour of such resolution.
 Sterling Preference Stock
 5.
    
    The rights attaching to the Sterling Preference Stock shall be as follows:
 (A)
    
    General
 The Sterling Preference Stock shall rank pari passu inter se with the Dollar
Preference Stock and with the euro Preference Stock as regards the right to
receive dividends and the rights on winding up of, or other return of capital
by, the Bank. Notwithstanding the provisions of Bye-Law 8 and subject as
provided in paragraphs (B) to (H) of this Bye-Law, the Sterling Preference
Stock may be issued with such rights and privileges, and subject to such
restrictions and limitations, as the Directors shall determine in the
resolution approving the issue of such stock and in particular (but without
prejudice to the generality of the foregoing), the Directors may (without
prejudice to the authority conferred by sub-paragraph (D) (5) of this
Bye-Law), pursuant to the authority given by the passing of the resolution to
adopt this Bye-Law, consolidate and divide and/or subdivide any Sterling
Preference Stock into stock of a larger or smaller amount. Whenever the
Directors have power under this Bye-Law to determine any of the rights,
privileges, limitations or restrictions attached to any of the Sterling
Preference Stock, the rights, privileges, limitations or restrictions so
determined need not be the same as those attached to the Sterling Preference
Stock which has then been allotted or issued. Without prejudice to Bye-Law 8
(c) each issue of Sterling Preference Stock carrying rights, privileges,
limitations or restrictions that are not the same as those attached to the
Sterling Preference Stock which has then been allotted or issued shall
constitute a separate class of stock.
 (B)
    
    Income(1)
    
    The Sterling Preference Stock shall (subject to the further provisions of
this paragraph) entitle the holders thereof (the Sterling Preference
Stockholders) to receive a non-cumulative preferential dividend (the
Preference Dividend),
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which shall be calculated at such annual rate (whether fixed or variable)
and shall be payable on such dates and on such other terms and conditions as
may be determined by the Directors prior to allotment thereof.(2)
    
    The following shall apply in relation to any particular Sterling Preference
Stock (the Relevant Sterling Preference Stock) if so determined by the
Directors prior to the allotment thereof:
 (a)
    
    The Relevant Sterling Preference Stock shall rank as regards the right
to receive dividends pari passu with the Dollar Preference Stock, the euro
Preference Stock and with any further stock created and issued pursuant to
sub-paragraph (e) below and otherwise in priority to any Ordinary Stock in
the capital of the Bank.(b)
    
    If, on any date on which an instalment of the Preference Dividend would
fall to be paid under sub-paragraph (B) (1) above on any Relevant Sterling
Preference Stock, the distributable profits and distributable reserves of
the Bank are together insufficient to enable payment in full to be made of
such instalment and, if applicable, of any instalments of dividends payable
on such date on any other preference stock ranking pari passu with the
Relevant Sterling Preference Stock as regards dividend, then none of the
said instalments shall be paid. If it shall subsequently appear that any
instalment of the Preference Dividend or of any such other preferential
dividend which has been paid should not, in accordance with the provisions
of this subparagraph, have been so paid, then, provided the Directors shall
have acted in good faith, they shall not incur any liability for any loss
which any stockholder may suffer in consequence of such payment having been
made.(c)
    
    Where any instalment of the Preference Dividend on any Relevant Sterling
Preference Stock is payable, the Directors shall, subject to sub-paragraph
(b) above, resolve to make payment of such instalment in cash, provided
however that such instalment shall not be payable in cash if, in the
judgment of the Directors, after consultation with the Irish Financial
Services Regulatory Authority or such other governmental authority in
Ireland having primary bank supervisory authority, the payment of such
instalment in cash would breach or cause a breach of the Irish Financial
Services Regulatory Authoritys capital adequacy requirements from time to
time applicable to the Bank.(d)
    
    Subject to the right to be allotted additional Sterling Preference Stock
in accordance with sub-paragraph (e) below, the Relevant Sterling Preference
Stock shall carry no further right to participate in the profits and
reserves of the Bank other than the Preference Dividend and if on any
occasion an instalment of the Preference Dividend is not paid in cash for
the reasons described in sub-paragraph (b) or sub-paragraph (c) above, the
Sterling Preference Stockholders shall have no claim in respect of such
instalment.
 (e)
    (i)
    
    The provisions of this sub-paragraph shall apply where any
instalment of the Preference Dividend payable on a particular date on the
Relevant Sterling Preference Stock is, for the reasons specified in
sub-paragraph (b) or sub-paragraph (c) above, not to be paid in cash and 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;
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(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£5. Such
sale shall be effected promptly after the record date fixed for
determining the holders entitled to payment of the Preference Dividend. A
holder receiving an allotment of additional preference stock in terms of
this sub-paragraph shall not be entitled to receive any part of the
Relevant Instalment relating to Relevant Stock of that class in cash;(iv)
    
    For the purpose of paying up preference stock to be allotted on any
occasion pursuant to this sub-paragraph, the Directors shall capitalise
out of the sums standing to the credit of the profit and loss account of
the Bank and/or to the credit of the Banks reserve accounts available
for the purpose, as the Directors may determine a sum equal to the
aggregate nominal amount of the additional preference stock then to be
allotted and shall apply the same in paying up in full the appropriate
amount of unissued preference stock of the class or classes in question.
Any such capitalisation shall be deemed to be authorised by the
resolution adopting this Bye-Law and the provisions
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of Bye-Law 132 shall apply mutatis mutandis to any such
capitalisation;
 (v)
    
    The additional preference stock so allotted shall rank pari passu in
all respects with the fully paid Relevant Stock of the same class then in
issue save only as regards participation in the Relevant Instalment;
 (f)
    
    The Directors shall undertake and do such acts and things as they may
consider necessary or expedient for the purpose of giving effect to the
provisions of sub-paragraph (e). If any additional preference stock falling
to be allotted pursuant to such sub-paragraph cannot be allotted by reason
of any insufficiency in the Banks authorised capital stock the Directors
shall convene a General Court to be held as soon as practicable, for the
purpose of considering a resolution or resolutions effecting an appropriate
increase in the authorised capital stock. The Sterling Preference Stock
shall not confer the right to participate in any issue of stock on
capitalisation of reserves except as provided in sub-paragraph (e) above.
 (C)
    
    Capital(1)
    
    On a winding up of, or other return of capital (other than on a redemption
of stock of any class in the capital of the Bank) by the Bank, the Sterling
Preference Stockholders shall in respect of the Sterling Preference Stock held
by them be entitled to receive in Pounds Sterling out of the surplus assets
available for distribution to the Banks members, an amount equal to the amount
paid up or credited as paid up on the Sterling Preference Stock (including any
premium paid to the Bank in respect thereof).(2)
    
    In addition to the amount repayable on the Sterling Preference Stock
pursuant to sub-paragraph (1) above there shall be payable:
 (a)
    
    a sum equal to the amount of any Preference Dividend which is due for
payment after the date of commencement of the winding up or other return 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
 17




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ranking pari passu with the Sterling Preference Stock as regards repayment
of capital and shall be so paid in priority to any repayment of capital on
any other class of stock of the Bank. The Sterling Preference Stockholders
shall not be entitled in respect of the Sterling Preference Stock held by
them to any further or other right of participation in the assets of the
Bank.
 (D)
    
    Redemption
 (1)
    
    Unless otherwise determined by the Directors in relation to any particular
Sterling Preference Stock prior to allotment thereof, the Sterling Preference
Stock shall be redeemable at the option of the Bank. In the case of any particular
Sterling Preference Stock which is to be so redeemable:
 (a)
    
    such stock shall be redeemable at par together with the sum which would
have been payable pursuant to paragraph (C) of this Bye-Law (other than
sub-paragraph (C)(2)(b)) if the date fixed for redemption had been the date of
a return of capital on a winding up of the Bank;(b)
    
    such stock shall be redeemable during such period as the Directors shall
prior to the allotment thereof determine, commencing with the first date on
which a dividend is payable on such stock or with such later date as the
Directors shall prior to allotment thereof determine; and(c)
    
    prior to allotment of such stock, the Directors shall determine whether
the Bank may redeem (i) all (but not merely some) of such stock or (ii) all or
any of such stock and the basis on which any necessary selection of such stock
for redemption is to be made from time to time.
 (2)
    
    The provisions of this sub-paragraph (2) shall apply in relation to any
Sterling Preference Stock that is to be redeemed and that on the date fixed for
redemption is in certificated form. The Bank shall give to the holders of the
Sterling Preference Stock to be redeemed not less than 30 days and not more than
60 days notice in writing of the date on which such redemption is to be effected.
Such notice shall specify the redemption date and the place at which the
certificates for such Sterling Preference Stock are to be presented for redemption
and upon such date each of such holders shall be bound to deliver to the Bank at
such place the certificates for such Sterling Preference Stock as are held by him.
Upon such delivery, the Bank shall pay to such holder the amount due to him in
respect of such redemption and shall cancel the certificates so delivered. If any
such certificate includes any Sterling Preference Stock not redeemable on that
occasion, a fresh certificate for such stock shall be issued to the holder without
charge upon cancellation of the existing certificate.(3)
    
    As from the date fixed for redemption, no Preference Dividend shall be payable
on the Sterling Preference Stock to be redeemed except on any such stock in
respect of which, upon either due presentation of the certificate relating
thereto, or, if the Sterling Preference Stock was in uncertificated form on the
date fixed for redemption the procedures for redemption as referred to in
sub-paragraph (4) below, having been effected, payment of the moneys due at such
redemption shall be improperly refused, in which event, the Preference Dividend
shall 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
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Sterling Preference Stock not less than 30 days and not more than 60 days
notice in writing of the date on which such redemption is to be effected. Such
notice shall specify the redemption date and the Directors shall be entitled,
in their absolute discretion, to determine the procedures for the redemption
of such Sterling Preference Stock held in uncertificated form on the relevant
redemption date (subject always to the facilities and requirements of the
relevant system concerned). Upon being satisfied that such procedures have
been effected, the Bank shall pay to the holders of the Sterling Preference
Stock concerned the amount due in respect of such redemption of such Sterling
Preference Stock.
 (5)
    
    Without prejudice to the generality of sub-paragraph (4) above:
 (a)
    
    the procedures for the redemption of any Sterling Preference Stock may
involve or include the sending by the Bank or by any person on its behalf, of
an issuer-instruction to the operator of the relevant system concerned
requesting or requiring the deletion of any computer-based entries in the
relevant system concerned that relate to the holding of the Sterling
Preference Stock concerned; and/or(b)
    
    the Bank may, if the Directors so determine, (by notice in writing to the
holder concerned, which notice may be included in the notice of redemption
concerned) require the holder of the Sterling Preference Stock concerned to
change the form of the Sterling Preference Stock from uncertificated form to
certificated form prior to the date fixed for redemption (in which case the
provisions in this Bye-Law relating to the redemption of Sterling Preference
Stock held in certificated form shall apply).Whether any Sterling Preference Stock to be redeemed is in certificated
form or uncertificated form on the relevant date fixed for redemption
shall be determined by reference to the Register as at 12.00 noon on such
date or such other time as the Directors, may (subject to the facilities
and requirements of the relevant system concerned) in their absolute
discretion determine.
 (6)
    
    The receipt of the registered holder for the time being of any Sterling
Preference Stock or, in the case of joint registered holders, the receipt of any
of them for the moneys payable on redemption thereof, shall constitute an
absolute discharge to the Bank in respect thereof.(7)
    
    Upon the redemption of any Sterling Preference Stock the Directors may
(pursuant to the authority given by the passing of the resolution to adopt this
Bye-Law) consolidate and divide and/or sub-divide the authorised preference stock
existing as a consequence of such redemption into stock of any other class of
capital stock into which the authorised capital stock of the Bank is or may at
that time be divided of a like nominal amount (as nearly as may be) and in the
same currency as the Sterling Preference Stock so redeemed or into unclassified
stock of the same nominal amount and in the same currency as the Sterling
Preference Stock so redeemed.
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(E)
    
    Voting
  (a)
    
    a resolution is to be proposed at such meeting for the winding up of the Bank; or(b)
    
    a resolution is to be proposed at such meeting varying, altering or
abrogating any of the rights, privileges, limitations or restrictions attached to
the Sterling Preference Stock;
 and then to vote only on such resolution or resolutions; orunless at the date of such meeting the most recent instalment of the
Preference Dividend due to be paid prior to such meeting shall not have been
paid in cash in which event the 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.
 and
  
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(4)
    
    A relevant requisition is a requisition:(a)
    
    which has been signed by or on behalf of the holders of a majority of the
Sterling Preference Stock in issue at the date of such requisition; and(b)
    
    which states the objects of the meeting to be convened;
 and a relevant requisition may consist of several documents in like form
each signed by or on behalf of one or more of the requisitionists. The
provisions of Bye-Law 46 (c), (d) and (e) shall apply mutatis mutandis to an
Extraordinary General Court requisitioned in accordance with this Bye-Law.
 (5)
    
    The right to requisition a General Court of the Bank contained in this
paragraph (E) shall be exercisable only at a time when the most recent instalment
of the Preference Dividend due to be paid prior to such requisition shall not
have been paid in cash.(6)
    
    The Directors shall procure that, on any resolution at a General Court of the
Bank upon which the Sterling Preference Stockholders are entitled to vote and on
each resolution at a separate Meeting, referred to at paragraph (F) of this
Bye-Law, of the Sterling Preference Stockholders, a poll is demanded by the
Chairman of such meeting in accordance with these Bye-Laws.(F)
    
    Restriction on Capitalisations and Issues of 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 131 to 133 capitalise any part of the amounts
available for distribution and referred to in such Bye-Law if after such
capitalisation the aggregate of such amounts would be less than a multiple,
determined by the Directors prior to the allotment of the Relevant Sterling
Preference Stock of the aggregate amount of the annual dividends (exclusive of
any associated tax credit) payable on the Sterling Preference Stock then in
issue and any other preference stock then in issue ranking as regards the right
to receive dividends or the rights on winding up of, or other return of capital
by, the Bank, pari passu with or in priority to the Relevant Sterling
Preference Stock, or (ii) authorise or create, or increase the amount of any
stock of any class or any security convertible into the stock of any class
ranking as regards the right to receive dividends or the rights on winding up
of, or other return of capital by, the Bank in priority to the Relevant
Sterling Preference Stock. A separate Meeting shall be deemed to be a class
meeting and the provisions of Bye-Law 8 (a) shall apply subject always to the
over-riding provision of sub-paragraph (6) of paragraph (E) of this Bye-Law.
 (G)
    
    Further Preference StockThe Bank may from time to time create and issue further preference stock
ranking as regards participation in the profits and assets of the Bank pari
passu with the Sterling Preference Stock and so that any such further
preference stock may be denominated in any currency and may carry as regards
participation in the profits and assets of the Bank rights identical in all
respects to those attaching to the
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Sterling Preference Stock or rights differing therefrom in any respect
including, but without prejudice to the generality of the foregoing:
 (1)
    
    the rate of dividend may differ and the dividend may be cumulative or
non-cumulative;(2)
    
    the periods by reference to which dividend is payable may differ;(3)
    
    a premium may be payable on a return of capital or there may be no such
premium;(4)
    
    the further preference stock may be redeemable at the option of the Bank or
the holder or may be non-redeemable or may be redeemable at different dates and
on different terms from those applying to the Sterling Preference Stock; and(5)
    
    the further preference stock may be convertible into Ordinary Stock or any
other class of stock ranking as regards participation in the profits and assets
of the Bank pari passu with or after such Sterling Preference Stock, in each case
on such terms and conditions as may be prescribed by the terms of issue thereof.
 The creation or issue of, or the variation, alteration or abrogation of or
addition to the rights, privileges, limitations or restrictions attaching to,
any stock of the Bank ranking after the Sterling Preference Stock as regards
participation in the profits and assets of the Bank and the creation or issue
of further preference stock ranking pari passu with the Sterling Preference
Stock as provided for above shall be deemed not to be a variation, alteration
or abrogation of the rights, privileges, limitations or restrictions attaching
to the Sterling Preference Stock. Provided, however, as regards further
preference stock ranking pari passu with the Sterling Preference Stock that, on
the date of such creation or issue, the most recent instalment of the dividend
due to be paid on each class of preference stock in the capital of the Bank
prior to such date shall have been paid in cash. If any further preference
stock of the Bank shall have been issued, then any subsequent variation,
alteration or abrogation of or addition to the rights, privileges, limitations
or restrictions attaching to any of such further preference stock shall be
deemed not to be a variation, alteration or abrogation of the rights,
privileges, limitations or restrictions attaching to the Sterling Preference
Stock provided that the rights attaching to such preference stock thereafter
shall be such that the creation and issue by the Bank of further preference
stock carrying those rights would have been permitted under this paragraph.(H)
    
    Variation of Class RightsWithout prejudice to Bye-Law 8 (c) the rights, privileges, limitations or
restrictions attached to the Sterling Preference Stock (or any class thereof)
may be varied, altered or abrogated, either whilst the Bank is a going concern
or during or in contemplation of a winding up, with the written consent of the
holders of not less than 75% in nominal value of such class of stock or with
the sanction of a resolution passed at a class meeting of holders of such
classes of stock provided that the holders of not less than 75% in nominal
value of such class of stock in attendance and voting vote in favour of such
resolution.
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euro Preference Stock
 6.
    
    The rights attaching to the euro Preference Stock shall be as follows:
 (A)
    
    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 8 and subject as
provided in paragraphs (B) to (H) of this Bye-Law, the euro Preference Stock
may be issued with such rights and privileges, and subject to such restrictions
and limitations, as the Directors shall determine in the resolution approving
the issue of such stock and in particular (but without prejudice to the
generality of the foregoing), the Directors may (without prejudice to the
authority conferred by sub-paragraph (D) (5) of this Bye-Law), pursuant to the
authority given by the passing of the resolution to adopt this Bye-Law,
consolidate and divide and/or subdivide any euro Preference Stock into stock of
a larger or smaller amount. Whenever the Directors have power under this
Bye-Law to determine any of the rights, privileges, limitations or restrictions
attached to any of the euro Preference Stock, the rights, privileges,
limitations or restrictions so determined need not be the same as those
attached to the euro Preference Stock which has then been allotted or issued.
Without prejudice to Bye-Law 8 (d) each issue of euro Preference Stock carrying
rights, privileges, limitations or restrictions that are not the same as those
attached to the euro Preference Stock which has then been allotted or issued
shall constitute a separate class of stock.
 (B)
    
    Income
 (1)
    
    The euro Preference Stock shall (subject to the further provisions of this
paragraph) entitle the holders thereof (the euro Preference Stockholders) to
receive a non-cumulative preferential dividend (the Preference Dividend),
which shall be calculated at such annual rate (whether fixed or variable) and
shall be payable on such dates and on such other terms and conditions as may be
determined by the Directors prior to allotment thereof.(2)
    
    The following shall apply in relation to any particular euro Preference
Stock (the Relevant euro Preference Stock) if so determined by the Directors
prior to the allotment thereof:
 (a)
    
    The Relevant euro Preference Stock shall rank as regards the right to
receive dividends pari passu with the Dollar Preference Stock, the Sterling
Preference Stock and with any further stock created and issued pursuant to
sub-paragraph (e) below and otherwise in priority to any Ordinary Stock in
the capital of the Bank.(b)
    
    If, on any date on which an instalment of the Preference Dividend would
fall to be paid under sub-paragraph (B) (1) above on any Relevant euro
Preference Stock, the distributable profits and distributable reserves of
the Bank are together insufficient to enable payment in full to be made of
such instalment and, if applicable, of any instalments of dividends payable
on such date on any other preference stock ranking pari passu with the
Relevant euro Preference Stock as regards dividend, then none of the said
instalments shall be paid. If it shall subsequently appear that any
instalment of the Preference Dividend or of any such other preferential
dividend which has been paid should not, in accordance with the provisions
of this sub-paragraph, have been so paid, then, provided the Directors shall
have acted
 23




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in good faith, they shall not incur any liability for any loss which any
stockholder may suffer in consequence of such payment having been made.(c)
    
    Where any instalment of the Preference Dividend on any Relevant euro
Preference Stock is payable, the Directors shall, subject to sub-paragraph
(b) above, resolve to make payment of such instalment in cash, provided
however that such instalment shall not be payable in cash if, in the
judgement of the Directors, after consultation with the Irish Financial
Services Regulatory Authority or such other governmental authority in
Ireland having primary bank supervisory authority, the payment of such
instalment in cash would breach or cause a breach of the Irish Financial
Services Regulatory Authoritys capital adequacy requirements from time to
time applicable to the Bank.(d)
    
    Subject to the right to be allotted additional euro Preference Stock in
accordance with sub-paragraph (e) below, the Relevant euro Preference Stock
shall carry no further right to participate in the profits and reserves of
the Bank other than the Preference Dividend and if on any occasion an
instalment of the Preference Dividend is not paid in cash for the reasons
described in sub-paragraph (b) or sub-paragraph (c) above, the euro Pound
Preference Stockholders shall have no claim in respect of such instalment.
 (e)
    (i)
    
    The provisions of this sub-paragraph shall apply where any
instalment of the Preference Dividend payable on a particular date on the
Relevant euro Preference Stock is, for the reasons specified in
sub-paragraph (b) or sub-paragraph (c) above, not to be paid in cash and the
amount (if any) standing to the credit of the profit and loss account of the
Bank together with the amount of the reserves of the Bank available for the
purpose are sufficient to enable the allotments of additional preference
stock referred to in the further provisions of this sub-paragraph to be made
in full;(ii)
    
    For the purposes of this sub-paragraph:Relevant Stock means Relevant euro Preference Stock and any
preference stock of the Bank carrying similar rights to those set
out in this subparagraph (e) and ranking pari passu with the
Relevant euro Preference Stock as regards dividend in respect of
which an instalment of preference dividend which would have been
payable on the same date as a Relevant Instalment on Relevant euro
Preference Stock is not to be paid in cash; andRelevant Instalment means an instalment of preference dividend
which is not to be paid in cash on Relevant Stock on any occasion
for the reasons specified in sub-paragraph (b) or sub-paragraph (c)
above; andwhere a member holds Relevant Stock of more than one class, the
provisions of this sub-clause shall be interpreted and applied
separately in respect of each class of Relevant Stock held by him;(iii)
    
    Each holder of Relevant Stock shall, on the date for payment of the
Relevant Instalment, had such instalment been paid in cash, be allotted
such additional nominal amount of preference stock of the class in
question, credited as fully paid, as is equal to an amount determined by
multiplying the cash amount of the Relevant Instalment
 24




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that would have been payable to him, had such instalment been
payable in cash, (exclusive of any associated tax credit) by a
factor to be determined by the Directors prior to allotment of the
Relevant Stock. The Bank shall not issue fractions of preference
stock of any class (Fractional Stock) on any such allotment of
additional preference stock. In lieu of any Fractional Stock each
holder of Relevant Stock otherwise entitled to receive Fractional
Stock shall receive a payment in cash equal to such holders
proportional interest in the net proceeds from the sale or sales in
the open market by the Bank, on behalf of all such holders, of the
aggregate of the preference stock of the relevant class equal in
nominal amount to the aggregate amount of all Fractional Stock of
the relevant class otherwise payable as a dividend rounded down to
the nearest integral multiple of the par value of such preference
stock, provided that the Bank shall not be obliged to make any such
payment where the entitlement of the relevant holder is less than
6.35. Such sale shall be effected promptly after the record date
fixed for determining the holders entitled to payment of the
Preference Dividend. A holder receiving an allotment of additional
preference stock in terms of this sub-paragraph shall not be
entitled to receive any part of the Relevant Instalment relating to
Relevant Stock of that class in cash;(iv)
    
    For the purpose of paying up preference stock to be allotted on any
occasion pursuant to this sub-paragraph, the Directors shall capitalise
out of the sums standing to the credit of the profit and loss account of
the Bank and/or to the credit of the Banks reserve accounts available
for the purpose, as the Directors may determine a sum equal to the
aggregate nominal amount of the additional preference stock then to be
allotted and shall apply the same in paying up in full the appropriate
amount of unissued preference stock of the class or classes in question.
Any such capitalisation shall be deemed to be authorised by the
resolution adopting this Bye-Law and the provisions of Bye-Law 132 shall
apply mutatis mutandis to any such capitalisation;(v)
    
    The additional preference stock so allotted shall rank pari passu in
all respects with the fully paid Relevant Stock of the same class then in
issue save only as regards participation in the Relevant Instalment;
 (f)
    
    The Directors shall undertake and do such acts and things as they may
consider necessary or expedient for the purpose of giving effect to the
provisions of subparagraph (e). If any additional preference stock falling
to be allotted pursuant to such sub-paragraph cannot be allotted by reason
of any insufficiency in the Banks authorised capital stock the Directors
shall convene a General Court to be held as soon as practicable, for the
purpose of considering a resolution or resolutions effecting an appropriate
increase in the authorised capital stock. The euro Preference Stock shall
not confer the right to participate in any issue of stock on capitalisation
of reserves except as provided in sub-paragraph (e) above.
 (C)
    
    Capital
 (1)
    
    On a winding up of, or other return of capital (other than on a redemption
of stock of any class in the capital of the Bank) by the Bank, the euro
Preference Stockholders shall in respect of the euro Preference Stock held by
them be entitled to receive in euro out of the surplus assets available for
distribution to
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the Banks members, an amount equal to the amount paid up or credited as
paid up on the euro Preference Stock (including any premium paid to the Bank
in respect thereof).(2)
    
    In addition to the amount repayable on the euro Preference Stock pursuant
to sub-paragraph (1) above there shall be payable:
 (a)
    
    a sum equal to the amount of any Preference Dividend which is due for
payment after the date of commencement of the winding up or other return of
capital but which is payable in respect of a period ending on or before such
date and the amount of any Preference Dividend which would have been payable
by the Bank in accordance with paragraph (B) of this Bye-Law in respect of
the period commencing with the fixed dividend payment date which shall most
recently have occurred prior to the winding up of the Bank or the date of
return of capital, as the case may be, and ending with the date of such
return of capital, whether on a winding up or otherwise, as though such
period had been one in relation to which an instalment of the Preference
Dividend would have been payable pursuant to paragraph (B), but subject
always to the provisions of sub-paragraphs (2) (b), (c) and (d) of paragraph
(B); and(b)
    
    subject thereto, such premium (if any) as may be determined by the
Directors prior to allotment thereof (and so that the Directors may
determine that such premium is payable only in specified circumstances
and/or that such premium shall be of variable amount depending on the timing
and circumstances of such return of capital).
 (3)
    
    The amounts payable or repayable under sub-paragraphs (1) and (2) of this
paragraph (C) in the event of a winding up of, or other return of capital
(other than on a redemption of stock of any class in the capital of the Bank)
by the Bank, shall be so paid pari passu with any amounts payable or repayable
in that event upon or in respect of any further preference stock of the Bank
ranking pari passu with the euro Preference Stock as regards repayment of
capital and shall be so paid in priority to any repayment of capital on any
other class of stock of the Bank. The euro Preference Stockholders shall not be
entitled in respect of the euro Preference Stock held by them to any further or
other right of participation in the assets of the Bank.
 (D)
    
    Redemption
 (1)
    
    Unless otherwise determined by the Directors in relation to any particular
euro Preference Stock prior to allotment thereof, the euro Preference Stock
shall be redeemable at the option of the Bank. In the case of any particular
euro Preference Stock which is to be so redeemable:
 (a)
    
    such stock shall be redeemable at par together with the sum which would
have been payable pursuant to paragraph (C) of this Bye-Law (other than
sub-paragraph (C) (2) (b)) if the date fixed for redemption had been the
date of a return of capital on a winding up of the Bank;(b)
    
    such stock shall be redeemable during such period as the Directors shall
prior to the allotment thereof determine, commencing with the first date on
which a dividend is payable on such stock or with such later date as the
Directors shall prior to allotment thereof determine; and
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(c)
    
    prior to allotment of such stock, the Directors shall determine whether
the Bank may redeem (i) all (but not merely some) of such stock or (ii) all
or any of such stock and the basis on which any necessary selection of such
stock for redemption is to be made from time to time.
 (2)
    
    The provisions of this sub-paragraph (2) shall apply in relation to any
euro Preference Stock that is to be redeemed and that on the date fixed for
redemption is in certificated form. The Bank shall give to the holders of the
euro Preference Stock to be redeemed not less than 30 days and not more than 60
days notice in writing of the date on which such redemption is to be effected. Such notice shall specify the redemption date and the place at which the
certificates for such euro Preference Stock are to be presented for
redemption and upon such date each of such holders shall be bound to deliver
to the Bank at such place the certificates for such euro Preference Stock as
are held by him. Upon such delivery, the Bank shall pay to such holder the
amount due to him in respect of such redemption and shall cancel the
certificates so delivered. If any such certificate includes any euro
Preference Stock not redeemable on that occasion, a fresh certificate for
such stock shall be issued to the holder without charge upon cancellation of
the existing certificate.(3)
    
    As from the date fixed for redemption, no Preference Dividend shall be
payable on the euro Preference Stock to be redeemed except on any such stock in
respect of which, upon either due presentation of the certificate relating
thereto, or, if the euro Preference Stock was in uncertificated form on the
date fixed for redemption the procedures for redemption as referred to in
sub-paragraph (4) below, having been effected, payment of the moneys due at
such redemption shall be improperly refused, in which event, the Preference
Dividend shall continue to accrue on and from the date fixed for redemption
down to, but not including, the date of payment of such redemption moneys.(4)
    
    The provisions of this sub-paragraph (4) shall apply in relation to any
euro Preference Stock that is to be redeemed and that, on the date fixed for
redemption, is in uncertificated form. The Bank shall give to the holders of
such euro Preference Stock not less than 30 days, and not more than 60 days,
notice in writing of the date on which such redemption is to be effected. Such
notice shall specify the redemption date and the Directors shall be entitled,
in their absolute discretion, to determine the procedures for the redemption of
such euro Preference Stock held in uncertificated form on the relevant
redemption date (subject always to the facilities and requirements of the
relevant system concerned). Upon being satisfied that such procedures have been
effected, the Bank shall pay to the holders of the euro Preference Stock
concerned the amount due in respect of such redemption of such euro Preference
Stock.(5)
    
    Without prejudice to the generality of sub-paragraph (4) above:
 (a)
    
    the procedures for the redemption of any euro Preference Stock may
involve or include the sending by the Bank or by any person on its behalf,
of an issuer-instruction to the operator of the relevant system concerned
requesting or requiring the deletion of any computer-based entries in the
relevant system concerned that relate to the holding of the euro Preference
Stock concerned; and/or(b)
    
    the Bank may, if the Directors so determine, (by notice in writing to
the holder concerned, which notice may be included in the notice of
redemption concerned) require the holder of the euro Preference Stock
concerned to change the form of the euro Preference Stock from
uncertificated form to
 27




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##### 



certificated form prior to the date fixed for redemption (in which case
the provisions in this Bye-Law relating to the redemption of euro
Preference Stock held in certificated form shall apply).
 Whether any euro Preference Stock to be redeemed is in certificated form or
uncertificated form on the relevant date fixed for redemption shall be
determined by reference to the Register as at 12.00 noon on such date or
such other time as the Directors, may (subject to the facilities and
requirements of the relevant system concerned) in their absolute discretion
determine.
 (6)
    
    The receipt of the registered holder for the time being of any euro
Preference Stock or, in the case of joint registered holders, the receipt of
any of them for the moneys payable on redemption thereof, shall constitute an
absolute discharge to the Bank in respect thereof.(7)
    
    Upon the redemption of any euro Preference Stock the Directors may
(pursuant to the authority given by the passing of the resolution to adopt this
Bye-Law) consolidate and divide and/or sub-divide the authorised preference
stock existing as a consequence of such redemption into stock of any other
class of capital stock into which the authorised capital stock of the Bank is
or may at that time be divided of a like nominal amount (as nearly as may be)
and in the same currency as the euro Preference Stock so redeemed or into
unclassified stock of the same nominal amount and in the same currency as the
euro Preference Stock so redeemed.
 (E)
    
    Voting
 (1)
    
    The euro Preference Stockholders shall be entitled to receive notice of any
General Court of the Bank and a copy of every circular or like document sent
out by the Bank to the holders of Ordinary Stock but shall not be entitled to
attend any General Court or to speak or vote thereat unless:
 (a)
    
    a resolution is to be proposed at such meeting for the winding up of the
Bank; or(b)
    
    a resolution is to be proposed at such meeting varying, altering or
abrogating any of the rights, privileges, limitations or restrictions
attached to the euro Preference Stock;and then to vote only on such resolution or resolutions; orunless at the date of such meeting the most recent instalment of the
Preference Dividend due to be paid prior to such meeting shall not have
been paid in cash in which event the euro Preference Stockholders shall
be entitled to speak and vote on all resolutions proposed at such
meeting.
 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 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.
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(2)
    (a)
    
    At a separate Meeting of the euro Preference Stockholders referred to
in paragraph (F) of this Bye-Law on a show of hands each euro Preference
Stockholder present in person or every proxy for every such member shall have
one vote and on a poll each euro Preference Stockholder present in person or by
proxy shall have one vote in respect of each unit of euro Preference Stock held
by him; and(b)
    
    Whenever the euro Preference Stockholders are entitled to attend and
vote at a General Court of the Bank then, on a show of hands, each euro
Preference Stockholder, present in person or every proxy for every such
member, shall have one vote and on a poll each euro Preference Stockholder
present in person or by proxy shall have two votes for each unit of euro
Preference Stock held by him.
 (3)
    
    On a relevant requisition given in accordance with the provisions of
sub-paragraph (4) below, the Directors shall procure that an Extraordinary
General Court of the Bank shall be convened forthwith.(4)
    
    A relevant requisition is a requisition:
 (a)
    
    which has been signed by or on behalf of the holders of a majority of
the euro Preference Stock in issue at the date of such requisition; and(b)
    
    which states the objects of the meeting to be convened;
 and a relevant requisition may consist of several documents in like form
each signed by or on behalf of one or more of the requisitionists. The
provisions of Bye-Law 46 (c), (d) and (e) shall apply mutatis mutandis to an
Extraordinary General Court requisitioned in accordance with this Bye-Law.
 (5)
    
    The right to requisition a General Court of the Bank contained in this
paragraph (E) shall be exercisable only at a time when the most recent
instalment of the Preference Dividend due to be paid prior to such requisition
shall not have been paid in cash.(6)
    
    The Directors shall procure that, on any resolution at a General Court of
the Bank upon which the 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-Laws
131 to 133 capitalise any part of the amounts available for distribution and
referred to in such Bye-Law if after such capitalisation the aggregate of such
amounts would be less than a multiple, determined by the Directors prior to the
allotment of the Relevant 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
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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 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 8 (a) shall apply subject always to the over-riding
provision of sub-paragraph (6) of paragraph (E) of this Bye-Law.
 (G)
    
    Further Preference 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
 30




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preference stock carrying those rights would have been permitted under this
paragraph.
 (H)
    
    Variation of Class Rights
 Without prejudice to Bye-Law 8 (d) the rights, privileges, limitations or
restrictions attached to the euro 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.
 (I)
    
    2009 Preference Stock(1)
    
    GeneralThe Directors may issue and allot euro Preference Stock divided into units of
EUR0.01 each subject to the rights, privileges, limitations and restrictions
set out in this Bye-Law 6(I) (the 2009 Preference Stock).
 (2)
    
    Income
 (a)
    
    The 2009 Preference Stock shall rank pari passu with the Parity Core Tier
1 Securities as regards the right to receive dividends and shall rank in
priority to the Ordinary Stock as regards the right to receive dividends.(b)
    
    Subject to the further provisions of this paragraph, the Preference
Dividend for the 2009 Preference Stock shall be a fixed non-cumulative cash
dividend at the rate of 8 per cent. per annum on the amount paid up on the
2009 Preference Stock (including premium) (the 2009 Preference Dividend)
which shall be payable, subject to Bye-Law 6(I)(2)(c), annually in arrears on
20 February (or on the next business day where such date falls on a Saturday,
Sunday or public holiday in Ireland) in each year commencing in 2010 (the
Dividend Payment Date).(c)
    
    An instalment of the 2009 Preference Dividend shall become payable subject
to and following a resolution of the Directors to pay such dividend, provided
that the Directors in their sole and absolute discretion may:
 (i)
    
    decline to pass such a resolution; or(ii)
    
    resolve that the instalment of the 2009 Preference Dividend shall
not be payable,
 in which case the relevant instalment of the 2009 Preference Dividend
shall not be payable on the relevant Dividend Payment Date and the
holders of the 2009 Preference Stock (the 2009 Preference
Stockholders) shall have no further right or claim in respect of that
instalment of the 2009 Preference Dividend, whether on a subsequent
Dividend Payment Date or otherwise subject to Bye-Law 6(I)(2)(e).
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(d)
    
    For the avoidance of doubt and without limitation to the generality of
the discretion of the Directors referred to in Bye-Law 6(I)(2)(c), no
instalment of the 2009 Preference Dividend shall be paid or be payable:
 (i)
    
    if, in the judgement of the Directors, after consultation with the
Financial Regulator the payment of such instalment would breach or
cause a breach of Irish banking capital adequacy requirements from
time to time applicable to the Bank; and/or(ii)
    
    if, in the judgement of the Directors, there are insufficient
distributable reserves of the Bank to pay the relevant instalment.
 (e)
    
    In addition to the amount repayable on the 2009 Preference Stock pursuant
to Bye-Law 6(I)(3) there shall be payable on a winding up or dissolution of
the Bank or the passing of a resolution at a General Court of the Bank for
the appointment of a liquidator or examiner to the Bank a sum equal to:
 (i)
    
    the amount of any 2009 Preference Dividend which is due for
payment after the date of commencement of the winding-up or
dissolution or relevant resolution but which is payable in respect of
the period ending on or before the date of such commencement of
winding-up or dissolution or relevant resolution; and(ii)
    
    the amount of any 2009 Preference Dividend which would have been
payable by the Bank in accordance with Bye-Law 6(I)(2)(b) in respect
of the period commencing with the Dividend Payment Date which shall
have most recently occurred prior to the commencement of the
winding-up or dissolution or relevant resolution and ending with the
date of such commencement of winding-up or dissolution or resolution,
unless that period had been one in relation to which an instalment of
the 2009 Preference Dividend would not have been payable pursuant to
Bye-Law 6(I)(2)(d),
 but subject always to the payment of any dividend rights accrued on
any stock ranking in priority as to dividends to the 2009 Preference
Stock.
 (f)
    
    The amounts payable under Bye-Law 6(I)(2)(e) shall be so paid pari passu
with any amounts payable or repayable on the Parity Core Tier 1 Securities on
a winding-up or dissolution of the Bank, but shall be paid in priority to any
amounts payable or repayable on the Ordinary Stock.(g)
    
    For the purposes of determining the 2009 Preference Dividend payable for
any period of less than one year, the amount will be calculated on the basis
of the number of days in such period based on a 360-day year comprised of
twelve 30-day months.(h)
    
    The record date for:-
 (i)
    
    the payment of 2009 Preference Dividends; and(ii)
    
    the purposes of determining any right to be issued 2009 Bonus
Stock pursuant to Bye-Law 6(I)(3),
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shall be 6.00 pm on 1 February immediately preceding the relevant
Dividend Payment Date.
 (i)
    
    The units of the 2009 Preference Stock are perpetual securities, subject
to the rights of redemption set out in these Bye-Laws.
 (3)
    
    Capital
 (a)
    
    On a winding up of the Bank or other return of capital (other than a
redemption of stock of any class in the capital of the Bank) by the Bank, the
repayment of the capital paid up (including premium) on the 2009 Preference
Stock to the 2009 Preference Stockholders:
 (i)
    
    shall rank pari passu with the repayment of the capital paid up
(excluding premium) on the Ordinary Stock to the holders of Ordinary
Stock;(ii)
    
    shall rank ahead of the repayment of the premium (if any) paid up
on the Ordinary Stock to the holders of the Ordinary Stock;(iii)
    
    but shall rank behind the repayment of capital on all other
classes of stock, including other classes of the euro Preference
Stock, the Sterling Preference Stock, the Dollar Preference Stock and
the 2005 Preference Stock,
 and the 2009 Preference Stockholders shall be entitled to receive in
euro out of the surplus assets available for distribution to the
Banks members the repayment of the capital paid up on the 2009
Preference Stock (including premium), but shall not be entitled to any
further or other participation in the profits or assets of the Bank
without prejudice to Bye-Law 6(I)(2)(e).
 (b)
    
    Bye-Law 6(C) shall not apply to the 2009 Preference Stock.(c)
    
    The provisions in the first sentence of Bye-Law 6(A) relating to the
rights of the euro Preference Stock on the winding up of or other return of
capital by the Bank shall not apply to the 2009 Preference Stock.
 (4)
    
    Bonus issue of Ordinary Stock
 (a)
    
    If an instalment of the 2009 Preference Dividend is not paid on the
relevant Dividend Payment Date pursuant to Bye-Law 6(I)(2) (a Relevant
Instalment), each 2009 Preference Stockholder shall be issued and allotted on
the Bonus Stock Settlement Date (as defined in Bye-Law 6(I)(4)(f)) the number
of units of Ordinary Stock as is equal to: (i) the aggregate cash amount of
the Relevant Instalment in euro which would have been payable to the 2009
Stockholder or would have been received had it been paid; and (ii) any
dividend withholding tax deducted or which would have been deducted, divided
by the Stock Value (the 2009 Bonus Stock) subject to the Bank not being
prohibited by law from doing so. Such 2009 Bonus Stock shall be issued fully
paid at an issue price equal to the nominal value of such stock by a
capitalisation of reserves as provided in paragraph (h) of this Bye-Law;
provided however that where the Bank has insufficient reserves to pay up the
2009 Bonus Stock in full it may be required by a 2009 Preference Stockholder
to issue its pro rata share of such 2009 Bonus Stock on the basis that the
 33




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Bank shall pay up the issue price of such 2009 Bonus Stock in
accordance with Bye-Law 6(I)(4)(h) out of a pro rata amount of the
available reserves of the Bank, with the balance to be paid up by such
2009 Preference Stockholder, provided however that the Bank shall not
be required to pay up any part of the 2009 Bonus Shares out of the
distributable reserves of the Bank in contravention of Bye-Law 4(F),
5(F) or 6(F).(b)
    
    Where the issue of such 2009 Bonus Stock is to be on a date later than
the Dividend Payment Date, the fact that the issue of such stock shall be so
deferred shall be notified to each holder of 2009 Preference Stock in writing
within a reasonable period following the Relevant Instalment Date.(c)
    
    Stock Value in this Bye-Law means:
 (i)
    
    where the Bonus Stock Settlement Date is the Dividend Payment Date
when the Relevant Instalment would have been paid had the directors so
resolved (the Relevant Instalment Date), 100 per cent. of the
Average Stock Price;(ii)
    
    where the Bonus Stock Settlement Date is after the Relevant
Instalment Date, 95 per cent. of the Average Stock Price.
 (d)
    
    Average Stock Price in this Bye-Law means the average price per unit of
Ordinary Stocks in the 30 Trading Days prior to the Relevant Instalment Date,
with the price for each such Trading Day from which the average is to be
derived being determined as follows:
 (i)
    
    in respect of a Trading Day on which there is dealing on The Irish
Stock Exchange in respect of the Ordinary Stock, the closing quotation
price on that date per unit of the Ordinary Stock as published in The
Irish Stock Exchange Daily Official List (or any successor
publication);(ii)
    
    in respect of any Trading Day on which there is no dealing on The
Irish Stock Exchange in respect of the Ordinary Stock, the mid-price
on that day between the low and high market guide prices per unit of
the Ordinary Stock as published in The Irish Stock Exchange Daily
Official List (or any successor publication);(iii)
    
    in respect of any Trading Day on which there is no dealing on
The Irish Stock Exchange in respect of the Ordinary Stock where only
one market guide price has been published, the market guide price on
that day per unit of the Ordinary Stock as published in The Irish
Stock Exchange Daily Official List (or any successor publication),
 provided that if the means of providing the above information as to
dealings and prices is altered or is replaced by some other means,
then the appropriate price shall be determined on the basis of the
equivalent information published by the relevant authority in relation
to dealings on The Irish Stock Exchange or its equivalent.
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(e)
    
    The 2009 Bonus Stock allotted pursuant to this Bye-Law 6(I)(4) shall rank
pari passu in all respects with the fully paid Ordinary Stock, subject to the
limitations on voting rights applicable to the Government Preference
Stockholders set out in Bye-Law 71(f).
 (f)
    
The 2009 Bonus Stock shall be allotted on a date determined by the
Directors in their sole and absolute discretion provided such date shall be
no later than the first in time to occur of the following:
 (i)
    
    the date after the Dividend Payment Date on which the Relevant
Instalment was not paid on which a cash dividend is paid on the 2009
Preference Stock or any other capital stock in the Bank;(ii)
    
    the date after the Dividend Payment Date on which the Relevant
Instalment was not paid on which any of the 2009 Preference Stock or
any other capital stock in the Bank is redeemed or purchased for cash
by the Bank,
 (the Bonus Stock Settlement Date).
 (g)
    
    The Bank shall not issue fractions of Ordinary Stock on any allotment of
2009 Bonus Stock and the number of units of 2009 Bonus Stock to be issued to
any 2009 Preference Stockholder shall be rounded down to the nearest integer
and the 2009 Preference Stockholders shall have no further right or claim in
respect of such fractions of Ordinary Stock.
(h) For the purpose of paying up 2009 Bonus Stock, the Directors shall:(h)
    
    For the purpose of paying up 2009 Bonus Stock, the Directors shall:
 (i)
    
    first capitalise out of the sums standing to the credit of the
Banks undistributable reserve accounts, including any premia received
on the issue of stock; and(ii)
    
    thereafter, subject to the provisions of Bye-Laws 4(F), 5(F) and
6(F), capitalise any amount remaining unpaid out of the distributable
reserves of the Bank,
 in either case, available for that purpose as the Directors may
determine, the aggregate nominal amount of the 2009 Bonus Stock to be
allotted and issued and shall apply such sum in paying up in full the
appropriate amount of unissued Ordinary Stock and any such
capitalisation shall be deemed to be authorised by the resolution
adopting this Bye-Law and the provisions of Bye-Law 133 shall apply to
any such capitalisation.
 (i)
    
    The Directors shall undertake and do such acts and things as they may
consider necessary or expedient for the purpose of giving effect to the
provisions of this Bye-Law 6(I)(4). If any 2009 Bonus Stock falling to be
allotted pursuant to this Bye-Law 6(I)(4) cannot be allotted by reason of any
insufficiency in the Banks authorised capital stock:
 (i)
    
    the Directors shall convene a General Court to be held as soon as
practicable for the purpose of considering a resolution or resolutions
effecting an appropriate increase in the authorised capital stock; and(ii)
    
    the 2009 Preference Stockholders shall be entitled to exercise
such number of votes at such General Court as shall be required to
have such resolutions approved as special resolutions.
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(j)
    
    The 2009 Preference Stock shall not confer the right to participate in any
issue of stock on a capitalisation of reserves except as provided in this
Bye-Law 6(I)(4).(k)
    
    No 2009 Bonus Stock shall be issued where the Bonus Stock Settlement Date
falls on a date on or after the date of an order being made or petition being
presented or resolution being passed for the insolvent winding up or insolvent
dissolution of the Bank or for the appointment of a liquidator or examiner to
the Bank.(l)
    
    Bye-Laws 6(B)(2) and 6(F) shall not apply to the 2009 Preference Stock.
 (5)
    
    Redemption
 (a)
    
    The 2009 Preference Stock shall, subject to the provisions of the
Companies Acts 1963 to 2006 (in so far as they apply to the Bank) and the
consent of the Financial Regulator, be redeemable in whole or in part, at any
time, at the option of the Bank in accordance with Bye-Law 6(D) from:
 (i)
    
    profits available for distribution; and/or(ii)
    
    the proceeds of an issue of stock or other securities which,
under the regulatory framework then applicable to the Bank, would
constitute core tier 1 capital (within the meaning of the Financial
Regulators requirements at such time), or its equivalent,
 at least equal to the amount proposed to be paid on the redemption of
the 2009 Preference Stock utilising such profits and/or proceeds, as
the case may be.
 (b)
    
    The Bank shall be required to redeem all of the 2009 Preference Stock in
accordance with paragraph (5)(a) of this Bye-Law in the event that the number
of units of 2009 Preference Stock in issue falls below 35,000,000 units of
0.01 each.(c)
    
    During the five year period commencing on the 2009 Issue Date, each unit
of 2009 Preference Stock that the Bank proposes to redeem shall be redeemable
at a price per unit equal to the amount paid on subscription (including
premium). On or after the fifth anniversary of the 2009 Issue Date, each unit of the 2009 Preference Stock that the Bank proposes to
redeem shall be redeemable at a price per unit equal to 125 per cent.
of the amount paid on subscription (including premium). On the
redemption of units of the 2009 Preference Stock the Bank shall pay
the proportion of the relevant 2009 Preference Dividend which shall
have accrued on the units of 2009 Preference Stock to be redeemed up
to the date of redemption or, at the option of the Bank in accordance
with these Bye-Laws, the Bank shall issue the 2009 Bonus Stock in
respect of which issue rights have accrued on the units of the 2009
Preference Stock to be redeemed up to the date of redemption. No other
premium or dividend (including 2009 Preference Dividend or part
thereof) shall be paid on any redemption of the 2009 Preference Stock.(d)
    
    The Bank shall give to the holders of the 2009 Preference Stock to be
redeemed not less than 30 days and not more than 60 days notice in writing
of the date on which such redemption is to be effected. Such
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notice shall specify the redemption date and the place at which the
certificates (or other title document) for such 2009 Preference Stock
are to be presented for redemption and upon such date each of such
holders shall deliver to the Bank at such place the certificates (or
other title document) for such of the 2009 Preference Stock as is held
by such holder which is due to be redeemed. Upon such delivery, or, if
earlier, the date of expiry of the redemption notice issued by the
Bank as aforesaid, the Bank shall pay to such holder the amount due to
him in respect of such redemption and shall (as appropriate) cancel
any certificates so delivered. If any such certificate includes any
2009 Preference Stock not redeemable on that occasion, a fresh
certificate for such stock shall be issued to the holder, without
charge, upon cancellation of the existing certificate.(e)
    
    The receipt of the registered holder for the time being of any 2009
Preference Stock or, in the case of joint registered holders, the receipt of
any of them for the moneys payable on redemption thereof shall constitute an
absolute discharge to the Bank in respect thereof.(f)
    
    Upon the redemption of any 2009 Preference Stock, the Directors may
(pursuant to the authority given by the passing of the resolution to adopt
this Bye-Law) consolidate and divide and/or sub-divide the authorised stock
capital existing as a consequence of such redemption into stock of any other
class of stock capital into which the authorised stock capital of the Bank is
or may at that time be divided of a like nominal amount (as nearly as may be)
and in the same currency as the 2009 Preference Stock so redeemed or into
unclassified stocks of the same nominal amount and in the same currency as the
2009 Preference Stock so redeemed.(g)
    
    The 2009 Preference Stock shall not be redeemable at the option of the
holders of such stock.(h)
    
    In the event of a conflict or ambiguity between the terms of this Bye-Law
6(I)(5) and Bye-Law 6(D), this Bye-Law 6(I)(5) shall prevail, provided that,
for the avoidance of doubt, Bye-Laws 6(D)(3), 6(D)(5) and 6(D)(6) shall apply
to the 2009 Preference Stock.
 (6)
    
    Voting
 (a)
    
    The 2009 Preference Stockholders shall be entitled to receive notice of
any General Court of the Bank and a copy of every circular or like document
sent out by the Bank to the holders of Ordinary Stock but shall not be
entitled to attend, speak or vote at any General Court in their capacity as
holders of the 2009 Preference Stock save as expressly permitted by this
Bye-Law 6(I)(6).(b)
    
    The Government Preference Stockholder (or all of the Government Preference
Stockholders together, where there is more than one Government Preference
Stockholder) shall, subject to Bye-Law 71(f) in the case of paragraph (i) of
this Bye-Law 6(I)(6)(b), be entitled to cast the number of votes that would
equal 25 per cent. of all the votes capable of being cast at a General Court
(including the votes of the Government Preference Stockholder (or all of the
Government Preference Stockholders together, where there is more than one
Government Preference Stockholder) pursuant to this Bye-Law 6(1)(6)(b),
pursuant to the Provisional Voting Rights and/or pursuant to the Ordinary
Stock held
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by such Government Preference Stockholder) in respect of the following
resolutions at a General Court:
 (i)
    
    a resolution to appoint, re-elect or remove a Director; and/or(ii)
    
    a Control Resolution.
 (c)
    
    2009 General Voting Rightsmeans the voting rights of the Government
Preference Stockholder referred to in Bye-Law 6(I)(6)(b).(d)
    
    The 2009 General Voting Rights shall cease to apply if:
 (i)
    
    the Government Preference Stockholder (or all of the Government
Preference Stockholders where there is more than one Government
Preference Stockholder) transfers, or otherwise disposes of all of the
2009 Preference Stock (or any beneficial or legal interest in all of
the 2009 Preference Stock) to any person or persons who is not a
Government Preference Stockholder or a Government Body; or(ii)
    
    all of the 2009 Preference Stock is redeemed or repurchased by
the Bank,
 and for the avoidance of doubt once the 2009 General Voting Rights
have been extinguished pursuant to this Bye-Law 6(I)(6)(d) they shall
not be capable of being reinstated in favour of any holder of the 2009
Preference Stock.
 (e)
    
    In the period between a Relevant Instalment Date on which a 2009
Preference Dividend is not paid and where 2009 Bonus Stock is not issued and
the relevant Bonus Stock Settlement Date the Government Preference
Stockholder (or all of the Government Preference Stockholders together, where
there is more than one Government Preference Stockholder) shall be entitled
to cast up to the number of votes capable of being cast at a General Court
that would have attached to the relevant 2009 Bonus Stock had the relevant
2009 Bonus Stock been allotted and issued to the Government Preference
Stockholder on the Relevant Instalment Date (the Provisional Voting
Rights).(f)
    
    The Provisional Voting Rights relating to any 2009 Bonus Stock which has
yet to be issued shall cease to apply once such 2009 Bonus Stock has been
issued and any purported exercise of the Provisional Voting Rights after such
rights have been extinguished shall be disregarded and void.(g)
    
    The Provisional Voting Rights shall be unaffected in the event of the
2009 General Voting Rights ceasing to apply under Bye-Law 6(I)(6)(d).(h)
    
    The Government Preference Stockholder (or all the Government Preference
Stockholders together, where there is more than one Government Preference
Stockholder) in respect of the 2009 Preference Stock, the 2009 Bonus Stock,
the Ordinary Stock issued pursuant to the 2009 Warrant Instrument or any
Provisional Voting Rights shall not be capable of exercising its voting
rights in any resolution with the purpose or effect, whether directly or indirectly, of
authorising or restricting:
 38




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(i)
    
    the declaration or payment of a dividend or distribution or the redemption, purchase or
return of capital in respect of any capital stock of the Bank; or(ii)
    
    the capitalisation of reserves or the bonus issue of stock in respect of any capital stock
of the Bank,
  (i)
    
    The provisions of Bye-Law 6(E)(1) shall not apply to the 2009 Preference Stock, but for the
avoidance of doubt the other provisions of Bye-Law 6(E) shall apply to class meetings of the
2009 Preference Stockholders, provided that the quorum for any class meeting of the holders
of the 2009 Preference Stockholders shall be one 2009 Preference Stockholder present in
person or by proxy.(j)
    
    The 2009 General Voting Rights do not apply to any holder of 2009 Preference Stock that is
not a Government Preference Stockholder.(k)
    
    The Provisional Voting Rights relating to any units of 2009 Bonus Stock which have yet to
be issued as well as the right to such units of 2009 Bonus Stock may be assigned by deed
executed by the Government Preference Stockholder entitled thereto provided however that:
 (i)
    
    the Provisional Voting Rights which are assigned with the right to receive 2009 Bonus Stock
to which such Provisional Voting Rights relate;(ii)
    
    such assignment shall only be enforceable against the Bank where a counterpart of such deed
of assignment is delivered to the Bank; and(iii)
    
    Provisional Voting Rights assigned pursuant to this Bye-Law shall, for the avoidance of
doubt, be subject always to the provisions relating to the cessation of such Provisional
Voting Rights pursuant to Bye-Law 6(I)(6)(f).
 (l)
    
    The requirement for the consent of the Minister for Finance set out in Bye-Laws 71(c) and
71(d) may not be amended without the approval of the 2009 Preference Stockholders given by way of
a special resolution passed at a separate meeting of the 2009 Preference Stockholders.
 (7)
    
    Transfer
  2005 Preference Stock
 7.
    
    In this Bye-Law 7 Junior Obligations means in respect of any Relevant Series:
 (a)
    
    the ordinary stock of the Bank;
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(b)
    
    any other series of preference stock and 2005 Preference Stock issued by the Bank ranking
junior as to dividends with the Relevant Series; or(c)
    
    any preference stock or 2005 Preference Stock issued by a subsidiary undertaking of the Bank
which benefits from a guarantee or other contractual support undertaking of the Bank which
guarantee or contractual support undertaking ranks junior as to payments with the Relevant
Series; or(d)
    
    any other instrument issued by the Bank ranking junior as to dividends with the Relevant
Series.
 Parity Obligations
 (a)
    
    any other series of preference stock or 2005 Preference Stock issued by the Bank ranking pari
passu as to dividends with the Relevant Series; or(b)
    
    any preference stock or 2005 Preference Stock issued by a subsidiary undertaking of the Bank
which benefits from a guarantee or other contractual support undertaking of the Bank which
guarantee or contractual support undertaking ranks pari passu as to payments with the Relevant
Series; or(c)
    
    any other instrument issued by the Bank ranking pari passu as to dividends with the Relevant
Series.(A)
    
    General
  (B)
    
    Income(a)
    
    The 2005 Preference Stock shall (subject to the further provisions described below) entitle
the holders thereof to receive a preferential dividend (hereinafter called the Preference
Dividend), payable at such rate or rates (whether fixed or variable) and on such dates
(Preference Dividend Payment Dates) to be determined by the Directors before allotment on the
amounts from time to time paid up or credited as paid up thereon and on such other terms and
conditions as
 40




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may be determined by the Directors prior to allotment thereof and in particular (but without
prejudice to the foregoing) the Directors may determine whether the rights of such Stock as
regards participation in profits are cumulative or non-cumulative. Unless otherwise determined
by the Directors prior to allotment, any Preference Dividends on Dollar 2005 Preference Stock
shall be payable in US Dollars, any Preference Dividends on Sterling 2005 Preference Stock shall
be payable in sterling, and any Preference Dividends on euro 2005 Preference Stock shall be
payable in euro. Subject to sub-paragraph (f) below, the 2005 Preference Stock shall carry no
further right to participate in the profits and reserves of the Bank other than the Preference
Dividend;(b)
    
    Unless otherwise determined by the Directors prior to allotment thereof, 2005 Preference
Stock shall rank as regards the right to receive dividends pari passu inter se and with the
Dollar Preference Stock, the euro Preference Stock, the Sterling Preference Stock and with any
other stock that is expressed to rank pari passu therewith as regards participation in profits
and otherwise in priority to any Ordinary Stock in the capital of the Bank.(c)
    
    If it shall subsequently appear that any dividend which has been paid to holders
of 2005 Preference Stock should not have been so paid, then provided the Directors shall have
acted in good faith, the Directors shall not incur any liability for any loss which any
stockholder may suffer in consequence of such payment having been made.(d)
    
    The following provisions of this paragraph (d) shall apply in relation to any particular
Series of 2005 Preference Stock (a Relevant Series)if so determined by the Directors prior to
the allotment thereof:
 (i)
    
    if the Directors determine prior to the allotment of a Relevant Series that this Bye-Law
7(B)(d)(i) shall apply to that Relevant Series then dividends shall only be payable on the 2005
Preference Stock of such series, when, as and if declared by the Directors, but without
prejudice to paragraph (e) below; or(ii)
    
    if the Directors determine prior to the allotment of a Relevant Series that this Bye-Law
7(B)(d)(ii) shall apply to that Relevant Series then the following provisions shall apply to
that Relevant Series:
   41




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Participating Stock
   Preference Dividend Shortfall
 (I)
    
    redeem, reduce, purchase or otherwise acquire for any consideration any Parity Obligations
or Junior Obligations (and may not set aside or establish any sinking fund for any such
redemption, reduction, purchase or other acquisition); or(II)
    
    subject to the provisions of sub-paragraph (F) below, pay or declare, or permit the
declaration or payment of, any dividend on any Parity Obligations or Junior Obligations,
   42




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(I)
    
    redeem, reduce, purchase or otherwise acquire for any consideration any Parity Obligations
or Junior Obligations (and may not set aside or establish any sinking fund for any such
redemption, reduction, purchase or other acquisition); or(II)
    
    pay or declare, or permit the declaration or payment of, any dividend on any other Parity
Obligations or Junior Obligations,
  Relevant Dividend
 (I)
    
    provided that the Bank has sufficient authorised but unissued Stock and that the Directors
are authorised to allot the appropriate amount of relevant securities (for which purposes
the Directors shall, if necessary, call as soon as practicable a meeting of the General
Court at which the appropriate resolutions to create such Stock and to obtain such authority
are proposed), each stockholder of the Relevant Series shall, on the date for payment of the
Relevant Dividend had such dividend been paid in cash, be allotted such additional nominal
amount of preference stock of the same class, denominated in the same currency and carrying
identical rights and limitations as the Relevant Series in question, credited as fully paid,
as is equal to an amount determined by multiplying the cash amount of the Relevant Dividend
(exclusive of any associated tax credit) that would have been payable to him had such
dividend been payable in cash by a factor to be determined by the Directors prior to
allotment of the Relevant Series and rounding the resulting sum down to the nearest integral
multiple of US$1 (in the case of Dollar 2005 Preference Stock), of Stg£1 (in the case of
Sterling 2005 Preference Stock) and of 1 (in the case of euro 2005 Preference Stock). A
holder of 2005 Preference Stock receiving an allotment of additional preference stock in
accordance with this subparagraph shall not be entitled to receive any part of the Relevant
Dividend relating to Relevant Series in cash;(II)
    
    subject to the provisos in sub-paragraph (G)(I) above, for the purpose of paying up
preference stock to be allotted on any occasion pursuant to this subparagraph, the Directors
shall capitalise out of the sums standing to the credit of the profit and loss account of
the Bank and/or to the credit of the Banks reserve accounts (including stock premium
account) available for the purpose, as the Directors may determine, a sum equal to the
aggregate nominal amount of the additional preference stock then
 43




---



##### 



to be allotted and apply the same in paying up in full the appropriate amount of unissued
preference stock of that class or classes in question;(III)
    
    the additional preference stock so allotted shall rank pari passu in all respects with the
Relevant Series in respect of which the additional preference stock were so allotted, save
only as regards participation in the Relevant Dividend; and(IV)
    
    the Directors may undertake and do such acts and things is it may consider necessary or
expedient for the purpose of giving effect to the provisions described in this sub-paragraph
(G).
 (e)
    
    if, in the opinion of the Directors, the payment of any Preference Dividend would breach or
cause a breach of capital adequacy requirements from time to time applicable to the Bank
then none of such Preference Dividend shall be declared or paid.(C)
    
    Capital(a)
    
    On a winding-up of or other return of capital by the Bank (other than on a redemption or
purchase by the Bank of any of its capital stock), members holding 2005 Preference Stock
shall in respect thereof be entitled to receive, out of the surplus assets remaining after
payment of the Banks liabilities, an amount equal to the amount paid up or credited as paid
up on the 2005 Preference Stock together with such premium (if any) as may be determined by
the Directors prior to allotment thereof (and so that the Directors may determine that such
premium is payable only in specified circumstances). Unless otherwise determined by the
Directors prior to allotment, such amount in respect of Dollar 2005 Preference Stock shall
be payable in US Dollars, such amount in respect of Sterling 2005 Preference Stock shall be
payable in sterling, and such amount in respect of euro 2005 Preference Stock shall be
payable in euro.(b)
    
    In addition to the amount repayable on the 2005 Preference Stock in accordance with
sub-paragraph (a) above there shall be payable a sum equal to the Preference Dividend which
would have been payable by the Bank in accordance with paragraph 7(B) above (together, in
the case of 2005 Preference Stock which is expressed to have a cumulative right as regards
participation in profits, with any arrears or deficiency of Preference Dividend), calculated
at the annual rate determined by the Directors before allotment of the preference stock in
question, in respect of the number of days included in the period commencing with the day
following whichever Preference Dividend Payment Date shall most recently have occurred prior
to the date of commencement of the winding-up of the Bank or return of capital and ending
with such date of commencement of winding-up or return of capital, as though such period had
been one in relation to which a Preference Dividend would have been payable pursuant to the
provisions described in paragraph 7 (B)(a) above and the terms of issue of the preference
stock in question, but subject always to the provisions described in paragraph 7 (B)(d)(i)
and (ii) above and to the terms on which any particular preference stock are issued.(c)
    
    With respect to the amounts payable or repayable under sub-paragraphs (a) and (b) of this
paragraph in the event of a winding-up of the Bank or return of capital, 2005 Preference
Stock shall rank pari passu inter se and with any other stock that are expressed to rank
pari passu therewith as regards participation in
 44




---



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surplus assets and otherwise in priority to any other stock of the Bank. Save as may be
determined by the Directors prior to the issue of any particular series of 2005 Preference Stock,
the holders of 2005 Preference Stock shall not be entitled in respect thereof to any further or
other right of participation in the assets of the Bank upon a winding-up or return of capital.(D)
    
    Voting
  (a)
    
    if the Preference Dividend on the 2005 Preference Stock of such series has not, at the date
of the notice of the general meeting, been paid in full in respect of such dividend periods
as the Directors may prior to allotment determine, in which case the holders of the 2005
Preference Stock of such series will be entitled to speak and/or vote upon any resolution
proposed thereat; or(b)
    
    if a resolution is proposed at the meeting of the General Court;
 (i)
    
    for, or in relation to, the winding-up of the Bank; or(ii)
    
    varying, altering or abrogating any of the rights, privileges, limitations or restrictions
attached to the 2005 Preference Stock of such series, in which case the holders of the 2005
Preference Stock of such series will be entitled to speak and/or vote only upon such
resolution; or
 (c)
    
    in such other circumstances, and upon and subject to such terms, as the Directors may
determine prior to allotment.
  (E)
    
    Redemption of Redeemable Preference Stock(a)
    
    The Redeemable Dollar Preference Stock, the Redeemable Sterling Preference Stock and the
Redeemable euro Preference Stock (together, the Redeemable Preference Stock) shall,
subject to the provisions of any applicable law and to the other provisions of this
paragraph (E), be redeemable at the option of the Bank in whole or in part on such dates as
the Court of Directors may determine prior to the allotment of the Relevant Series by the
Bank giving to each of the holders of the Redeemable Preference Stock to be redeemed not
less than fourteen days prior notice in writing (a Notice of Redemption) and by the Bank
complying with the other requirements of this paragraph (E).(b)
    
    In the case of a partial redemption under sub-paragraph (a) of this paragraph (E) of this
Bye-Law 7, the Bank shall for the purposes of ascertaining the particular Redeemable
Preference Stock to be redeemed cause a lot to be drawn at the office (or at such other
place as the Directors may determine) in the presence of the Auditors.(c)
    
    A Notice of Redemption shall specify the particular Redeemable Preference Stock to be
redeemed, the date fixed for redemption (the Redemption Date), the amount payable in respect of
each such Redeemable Preference Stock on
 45




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redemption and the place in the State at which documents of title in respect of such Redeemable
Preference Stock are to be presented and surrendered for redemption and payment of redemption
moneys is to be effected. Upon such presentation and surrender and against the receipt of such
holder for the redemption moneys payable in respect of such Redeemable Preference Stock, the Bank
shall pay to such holder the amount due to him in respect of such redemption and shall cancel the
documents of title so delivered. No defect in the Notice of Redemption or in the giving thereof
shall affect the validity of the redemption procedure.(d)
    
    Without prejudice to the generality of sub-paragraph (c) above:
 (i)
    
    the procedures for the redemption of and Redeemable Preference Stock held in uncertificated
form may involve or include the sending by the Bank or by any person on its behalf of an
issuer-instruction to the operator of the relevant system concerned requesting or requiring
the deletion of any computer-based entries in the relevant system concerned that relate to
the holding of the Redeemable Preference Stock concerned; and/or(ii)
    
    the Bank may, if the Directors so determine, (by notice in writing to the holder concerned,
which notice may be included in the notice of redemption concerned) require the holder of
the Redeemable Preference Stock concerned to change the form of the Redeemable Preference
Stock from uncertificated form to certificated form prior to the date fixed for redemption
(in which case the provisions in this Bye-Law relating to the redemption of Redeemable
Preference Stock held in certificated form shall apply).
 Whether any Redeemable Preference Stock to be redeemed is in certificated form or uncertificated
form on the relevant date fixed for redemption shall be determined by reference to the Register
as at 12.00 noon on such date or such other time as the Directors, may (subject to the facilities
and requirements of the relevant system concerned) in their absolute discretion determine.(e)
    
    There shall be paid on each Redeemable Preference Stock so redeemed the amount paid up or
credited as paid up thereon, together (to the extent permitted by law) with any premium paid
on issue or otherwise at such price as may be determined by the Court of Directors prior to
allotment.(f)
    
    The provisions of this sub-paragraph (f) and the following sub-paragraphs (g) and (i) shall
have effect in relation to Redeemable Preference Stock for the time being issued and
registered in the Register (Registered Stock). Payment by the Bank in respect of the
amount due on redemption shall be made, in the case of Redeemable Dollar Preference Stock,
by a cheque drawn on a bank in New York, in the case of Redeemable Sterling Preference
Stock, by a sterling cheque drawn on a bank in London, and, in the case of Redeemable euro
Preference Stock, by a euro cheque drawn on a bank in Dublin, or, upon the request of the
holder or joint holders not later than the date specified for the purpose in the Notice of
Redemption, by transfer to, in the case of Redeemable Dollar Preference Stock, a US Dollar
account maintained by the payee with a bank in New York, or in the case of Redeemable
Sterling Preference Stock, a sterling account maintained by the payee with a bank in London,
or in the case of Redeemable euro Preference Stock, a euro account maintained by the payee
with a bank in Dublin. Such payment will, in the case of a Registered Stock, be against
presentation and surrender of the relative Certificate at the place or on
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one of the places specified in the Notice of Redemption and if any Certificate so surrendered
includes Redeemable Preference Stock not to be redeemed on the relevant Redemption Date the Bank
shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in
respect of such Redeemable Preference Stock. All payments in respect of redemption monies will
in all respects be subject to any applicable fiscal or other laws.(g)
    
    As from the relevant Redemption Date the dividend on the Redeemable Preference Stock due
for redemption shall cease to accrue except on any such Redeemable Preference Stock in
respect of which, upon the due delivery of the Certificate in accordance with sub-paragraphs
(c) and (f) above, payment of the redemption moneys due on such Redemption Date shall be
improperly withheld or refused in which case the said dividend, at the rate then applicable,
shall be deemed to have continued and shall accordingly continue to accrue from the relevant
Redemption Date to the date of payment of such redemption moneys. Such Redeemable Preference
Stock shall not be treated as having been redeemed until the redemption moneys in question
together with the accrued dividend thereon have been paid whereupon such Redeemable
Preference Stock shall be treated as having been redeemed.(h)
    
    If the Redemption Date for any Redeemable Preference Stock is not, in the case of a
Redeemable Dollar Preference Stock, a day on which banks in New York are open for business
and in which foreign exchange dealings may be conducted in New York (a US Dollar Business
Day), or, in the case of a Redeemable Sterling Preference Stock, a day on which banks in
London are open for business and on which foreign exchange dealings may be conducted in
London (a Sterling Business Day), or, in the case of a Redeemable euro Preference Stock, a
day in which banks in Dublin are open for business and on which foreign exchange dealings
may be conducted in Dublin (a euro Business Day), then payment of the amount payable on
redemption will be made on the next succeeding US Dollar Business Day or Sterling Business
Day or euro Business Day as the case may be, and without any interest or other payment in
respect of such delay unless such day shall fall within the next calendar month, whereupon
such payment will be made on the preceding US Dollar Business Day or Sterling Business Day
or euro Business Day, as the case may be.(i)
    
    The receipt of the holder for the time being of any Registered Stock (or, in the case of
joint registered holders, the receipt of any one of them) in respect of the monies payable
on redemption on such Registered Stock shall constitute an absolute discharge to the Bank in
respect thereof.(j)
    
    Upon the redemption or purchase of any Redeemable Preference Stock, the Directors may
(pursuant to the authority given by the passing of the resolution to adopt this Bye-Law)
consolidate and divide and/or sub-divide the authorised, but unissued, Redeemable Preference
Stock capital existing as a consequence of such redemption or purchase into Stock of a
larger or smaller amount.(F)
    
    Further Stock(a)
    
    Save as provided by the terms of issue of any particular 2005 Preference Stock, the Bank
shall not create or issue any further stock ranking as regards participation in the profits
and assets of the Bank in priority to the 2005 Preference Stock.
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(b)
    
    Any series of preference stock or other stock ranking pari passu in some or all respects with
the 2005 Preference Stock then in issue may (unless otherwise provided by the terms of issue of
the 2005 Preference Stock then in issue), without their creation or issue being deemed to vary
the special rights attached to any 2005 Preference Stock then in issue, either carry rights
identical in all respects with such 2005 Preference Stock or any of them or carry rights
differing therefrom in any respect. Unless otherwise provided by the terms of issue, the rights
attaching to any preference stock shall not be deemed to be varied or abrogated by the purchase,
redemption or cancellation by the Bank of any of its stock ranking as regards participation in
the profits or assets of the Bank pari passu with or after such 2005 Preference Stock.(G)
    
    Variation of Class Rights
  Variation of Rights
 8.
    (a)
    
    Whenever the capital of the Bank is divided into different classes of stock, the
special rights attached to any class may, subject to the provisions of these Bye-Laws, be
varied or abrogated, either whilst the Bank is a going concern or during or in contemplation
of a winding up, with the sanction of a resolution passed at a class meeting of the holders
of the stock of the class but not otherwise. To every such class meeting, save as provided
in Bye-Laws 4, 5 and 6, all the provisions of these Bye-Laws relating to General Courts of
the Bank and to the proceedings thereat shall apply, mutatis mutandis, except that in
respect of class meetings of the holders of Dollar Preference Stock, Sterling Preference
Stock and euro Preference Stock (i) the necessary quorum shall be two persons holding or
representing by proxy at least one third in nominal amount of the issued stock of the class
and if at any adjourned meeting of such holders a quorum as above defined is not present,
any member of such class who is present in person or by proxy shall be a quorum; (ii) on a
poll each holder of Dollar Preference Stock shall, whether present in person or by proxy,
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
 48




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(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;
  (c)
    
    Whenever the rights, privileges, limitations or restrictions attached to any particular
Sterling Preference Stock in issue differ from the rights, privileges, limitations or
restrictions attached to any other Sterling Preference Stock in issue and:
 (i)
    
    some matter has arisen which would amount to a variation, alteration, or abrogation of the
rights, privileges, limitations or restrictions attached to all that Sterling Preference
Stock; and(ii)
    
    the effect of such variation, alteration or abrogation on all of that Sterling Preference
Stock is, in the opinion of the Directors, substantially the same;
  (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;
  Capital stock to be at disposal of Directors
 9.
    (a)
    
    Subject to the provisions of these Bye-Laws relating to new stock, the capital stock
shall be at the disposal of the Directors, and they may allot, grant options over or
otherwise dispose of it to such persons on such terms and conditions and at such times as
they may consider to be in the best interests of the Bank and its members, but so that no
stock shall be issued at a discount and so that in the case of stock offered to the public
for subscription, the amount payable on application shall not be less than 5 per cent. of
the nominal amount of the stock.(b)
    
    Any stock may be held in uncertificated form, provided that the Directors shall have made
arrangements with the operator of a relevant system for that class of stock to be admitted
as a participating security for the purposes of that relevant
 49




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##### 



system. The Directors shall have power to make such arrangements in their discretion
without the consent of the stockholders. Where the Directors shall make such
arrangements, and for so long as the relevant class of stock shall continue to be a
participating security, these Bye-laws shall not apply to or have effect on stock of the
relevant class which is held in uncertificated form to the extent that these Bye-laws are
in any respect inconsistent with: the holding of stock of such class in uncertificated
form; the transfer of title to stock of such class by means of a relevant system; or any
provision of the Regulations.(c)
    
    The Bank shall be entitled in accordance with the provisions of the Regulations to change
any uncertificated stock into certificated form and to change any certificated stock into
uncertificated form and the Bank may make such provisions therefor as the Directors think
fit, subject always to the provisions of the Regulations. Where any conversion of stock from
uncertificated form to certificated form takes place, the Bank shall within two months after
the date on which the Bank receives the relevant operator-instruction capable of being
complied with in accordance with the Regulations, issue the relevant stock certificate.
 Bank not obliged to recognise trusts
 10.
    
    Except as required by law, no person shall be recognised by the Bank as holding any
capital stock of the Bank upon any trust, and the Bank shall not be bound by or compelled in
any way to recognise (even when having notice thereof) any equitable, contingent, future or
partial interest in any stock or (except only as by these Bye-Laws or by law otherwise
provided) any other rights in respect of any stock except an absolute right to the entirety
thereof in the registered holder who shall be treated for the purposes of the Charter and
these Bye-Laws as holding the same in his own right and for his own use; this shall not
preclude the Bank from requiring any member to furnish the Bank with information as to the
beneficial ownership of any stock when such information is reasonably required by the Bank.
 REGISTER OF MEMBERS
 Register to be kept in specified form
 11.
    
    The Bank shall keep a register of its members and enter therein the following particulars:
 (a)
    
    the names and addresses of the members and a statement of the amount of stock held by each
member and where any stock is not fully paid, of the amount paid or agreed to be considered
as paid on such stock of each member;(b)
    
    the date at which the member was entered in the register as a member;(c)
    
    the date at which the member ceased to be a member; and(d)
    
    a statement of the amount of stock held by each member in uncertificated form and
certificated form respectively and such entry on the Register, in respect of stock in
uncertificated form, shall be evidence of such title to the stock as would be evidenced if
the entry on the Register related to stock held in certificated form.
 CERTIFICATES FOR STOCK IN CERTIFICATED FORM
 Members entitled to certificates for stock in certificated form
 12.
    (a)
    
    Every person (other than a Stock Exchange nominee in respect of whom the
Bank is not by law required to complete and have ready for delivery a
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certificate) who agrees to become a member or whose name is entered as a member in the
Register shall in the case of any stock to be held in certificated form be entitled
without payment to receive within 2 months after such entry (or within such other period
as the conditions of issue shall provide) one certificate for all his stock or several
certificates for the several portions thereof, so, however, that in respect of stock held
jointly by several persons, the Bank shall not be bound to issue more than one
certificate, and delivery of a certificate for stock to one of several joint holders
shall be sufficient delivery to all such holders. Every certificate shall be issued under
the Seal or the Official Seal, shall specify the stock to which it relates and the amount
paid up thereon and shall be prima facie evidence of the title of the member to the stock
so specified.(b)
    
    Where a member transfers part only of the stock comprised in a certificate for stock the
old certificate shall be cancelled and a new certificate for the balance of such stock
issued in lieu without charge.(c)
    
    If a certificate for stock shall be worn out, damaged, defaced, lost, stolen or destroyed,
it may be replaced by a new certificate without charge and on such terms (if any) as to
evidence and indemnity and payment of the costs and out-of-pocket expenses of the Bank of
investigating such evidence as the Directors may think fit and, in a case where the
certificate is worn out, damaged or defaced, on delivery of the old certificate to the Bank
unless the Directors otherwise agree.(d)
    
    The Bank shall not issue a certificate in relation to any stock to be held in
uncertificated form.
 LIEN
 Bank to have lien on its stock
 13.
    
    The Bank shall have a first and paramount lien on all capital stock (not being fully paid
stock) for all moneys (whether immediately payable or not) called or payable at a fixed time
in respect of that stock and the Bank shall also have a first and paramount lien on all
stock (other than fully paid stock) standing registered in the name of a single person for
all moneys immediately payable by him or his estate to the Bank; but the Directors may at
any time declare any stock to be wholly or in part exempt from this provision. The Banks
lien on stock shall extend to all dividends payable thereon.
 Such lien to be made available by sale
 14.
    
    The Bank may sell, in such manner as the Directors think fit, any stock on which the Bank
has a lien, but no sale shall be made unless a sum in respect of which the lien exists is
immediately payable, nor until the expiration of 14 days after a notice in writing stating
and demanding payment of such part of the amount in respect of which the lien exists as is
immediately payable has been given to the registered holder for the time being of the stock,
or the person entitled thereto by reason of his death or bankruptcy.
 Directors may authorise transfer of stock so sold
 15.
    
    To give effect to any such sale, the Directors may authorise some person to transfer the
stock sold to the purchaser thereof. The purchaser shall be registered as the holder of the
stock so transferred and he shall not be bound to see to the application of the purchase
money, nor shall his title to the stock be affected by any irregularity or invalidity in the
proceedings in reference to the sale and after the name of the transferee has been entered
in the Register, the remedy of any
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person aggrieved by the sale shall be in damages only and against the Bank exclusively.
 Proceeds of sale may be applied in payment of amount due
 16.
    
    The proceeds of the sale shall be received by the Bank and applied in payment of such part
of the amount in respect of which the lien exists as is immediately payable, and the
residue, if any, shall (subject to a like lien for sums not immediately payable as existed
upon the stock before the sale) be paid to the person entitled to the stock at the date of
the sale.
 CALLS ON STOCK
 Directors may make calls to be paid by stockholders
 17.
    
    The Directors may from time to time make calls upon the members in respect of any moneys
unpaid on their stock (whether on account of the nominal value of the stock or by way of
premium) and not by the conditions of allotment thereof made payable at fixed times,
provided that no call shall exceed one-fourth of the nominal value of the stock or be
payable at less than one month from the date fixed for the payment of the last preceding
call, and each member shall (subject to receiving at least 14 days notice specifying the
time or times and place of payment) pay to the Bank at the time or times and place so
specified the amount called on his stock. A call may be revoked or postponed as the
Directors may determine.
 When call is deemed to be made
 18.
    
    A call shall be deemed to have been made at the time when the resolution of the Court of
Directors authorising the call was passed and may be required to be paid by instalments.
 Joint stockholders liable to pay calls
 19.
    
    The joint holders of stock shall be jointly and severally liable to pay all calls in
respect thereof.
 Overdue calls liable to interest
 20.
    
    If a sum called in respect of stock is not paid before or on the day appointed for payment
thereof the person from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate, not exceeding 5
per cent. per annum, as the Directors may determine, but the Directors shall be at liberty
to waive payment of such interest wholly or in part.
 Any sum payable on allotment to be deemed to be a call
 21.
    
    Any sum which by the terms of issue of stock becomes payable on allotment or at any fixed
date, whether on account of the nominal value of the stock or by way of premium, shall, for
the purposes of these Bye-Laws, be deemed to be a call duly made and payable on the date on
which, by the terms of issue, the same becomes payable, and in case of non-payment all the
relevant provisions of these Bye-Laws as to payment of interest and expenses, forfeiture or
otherwise, shall apply as if such sum had become payable by virtue of a call duly made and
notified.
 Directors may receive uncalled moneys
 22.
    
    The Directors may, if they think fit, receive from any member willing to advance the same,
all or any part of the moneys uncalled and unpaid upon any stock held by him and upon all or
any of the moneys so advanced may (until the same would, but for such advance, become
payable) pay interest at such rate not exceeding (unless the Bank in General Court otherwise
directs) 5 per cent. per annum, as may be agreed upon between the Directors and the member
paying such sum in advance.
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TRANSFER OF STOCK
 Mode of transfer of stock
 23.
    (a)
    
    Subject to such of the restrictions of these Bye-Laws and to such of the
conditions of issue as may be applicable, the stock of any member held in
certificated form may be transferred by instrument in writing in any usual or common
form or any other form which the Directors may approve and any such instrument shall
be executed by or on behalf of the transferor. In case of stock not fully paid, the
assignment or transfer may be effected in manner provided by the Charter. In either
case, the transferor shall be deemed to remain the holder of the stock until the name
of the transferee is entered in the Register in respect thereof.(b)
    
    Title to any uncertificated stock may be evidenced and transferred without
a written instrument provided that such title is evidenced and transferred in
accordance with the Regulations.(c)
    
    A transfer of title to uncertificated stock shall be registered on the
Register where such transfer is required to be registered under the provisions
of the Regulations notwithstanding any other provision of these Bye-Laws.(d)
    
    No transfer of title to uncertificated stock shall be registered other than
in accordance with the provisions of the Regulations and the transferor shall
be deemed to remain the holder of the stock until the name of the transferee is
entered in the Register in respect thereof.
 Power to decline to register transfer
 24.
    
    The Directors may decline to register the transfer of stock where such transfer
is contrary to these Bye-Laws or the terms of issue of the relevant stock and the
Directors may decline to register the transfer of stock in certificated form (not
being fully paid stock) to a person of whom they do not approve, and they may also
decline to register the transfer of stock in certificated form on which the Bank has
a lien.
 Power to decline to register transfer in other circumstances
 25.
    
    The Directors may also decline to permit any transfer of stock in certificated
form unless:(i) the transfer is accompanied by the certificate or (where no certificate has
been issued) the receipt for the stock to which it relates, and such other
evidence as the Directors may reasonably require to show the right of the
transferor to make the transfer;(ii) the transfer is in respect of one class of stock only; and(iii) the transfer is lodged at the registration department of the Bank, or at
such other place as the Directors may appoint.No fee shall be charged for the registration of any instrument of transfer or
other document relating to or affecting the title to any stock in certificated
form and the Bank shall be entitled to retain any instrument of transfer which
is registered.The Directors may decline to register a transfer of stock in certificated form
or uncertificated form in favour of more than four transferees jointly.If the Bank refuses to register a transfer of any stock, the Bank shall within
two months after the date on which the transfer was lodged with the Bank in the
case of stock held in certificated form or within two months after the date on
which the
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Period during which registration may be suspended
 26.
    
    The registration of transfers may be suspended at such times and for such
periods, not exceeding in the whole 30 days in each year, as the Directors may from
time to time determine. Provided however that the Bank shall not close the Register
relating to a participating security without the consent of the operator.
 TRANSMISSION OF STOCK
 Title to stock of deceased member
 27.
    
    In the case of the death of a member, the survivor or survivors where the
deceased was a joint holder, and the personal representatives of the deceased where
he was a sole holder, shall be the only persons recognised by the Bank as having any
title to his interest in the stock; but nothing herein contained shall release the
estate of a deceased joint holder from any liability in respect of any stock which
had been jointly held by him with other persons.
 Transmission clause  evidence of title
 28.
    
    Any person becoming entitled to stock in consequence of the death or bankruptcy
of a member may, upon such evidence being produced as may from time to time properly
be required by the Directors and subject as hereinafter provided, elect either to be
registered himself as holder of the stock or to have some person nominated by him
registered as the transferee thereof, but the Directors shall in either case, have
the same right to decline or suspend registration as they would have had in the case
of a transfer of the stock by that member before his death or bankruptcy, as the case
may be.
 Notice to be given by stockholder requiring registration
 29.
    
    If the person so becoming entitled elects to be registered himself, he shall
deliver or send to the Bank a notice in writing signed by him stating that he so
elects. If he elects to have another person registered, he shall effect a transfer of
the stock to such person in manner provided in Bye-Law 23. All the limitations,
restrictions and provisions of these Bye-Laws relating to the right to transfer and
the registration of transfers of stock shall be applicable to any such notice or
transfer as aforesaid as if the death or bankruptcy of the member had not occurred
and the notice or transfer were made by that member.
 Person becoming entitled to stock on death or bankruptcy to be entitled to dividend
 30.
    
    A person becoming entitled to stock by reason of the death or bankruptcy of the
holder shall be entitled to the same dividends and other advantages to which he would
be entitled if he were the registered holder of the stock except that he shall not,
before being registered as a member in respect of the stock, be entitled in respect
of it to exercise any right conferred by membership in relation to General Courts,
so, however, that the Directors may at any time give notice requiring any such person
to elect either to be registered himself or to transfer the stock, and if the notice
is not complied with within 90 days, the Directors may thereupon withhold payment of
all dividends, bonuses or other moneys payable in respect of the stock until the
requirements of the notice have been complied with.
 Stock transmitted in whole units
 31.
    
    Ordinary Stock shall be transferable in multiples of one unit of stock only and the
Bank shall not be bound to register or recognise any transfer of any fraction
of a unit of Ordinary Stock and the Directors may undertake and do such acts
and
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FORFEITURE OF STOCK
 If calls not paid notice to be given to member
 32.
    
    If a member fails to pay any call or instalment of a call on the day appointed
for payment thereof, the Directors may, at any time thereafter during such time as
any part of the call or instalment remains unpaid, serve notice on him requiring
payment of so much of the call or instalment as is unpaid together with any interest
which may have accrued.
 Terms of notice
 33.
    
    The notice shall name a further day (not earlier than the expiration of 14 days
from the date of service of the notice) on or before which the payment required by
the notice is to be made, and shall state that in the event of non-payment at or
before the time appointed the stock in respect of which the call was made will be
liable to be forfeited.
 In default of payment stock may be forfeited
 34.
    
    If the requirements of any such notice as aforesaid are not complied with any
stock in respect of which the notice has been given may at any time thereafter,
before the payment required by the notice has been made, be forfeited by a resolution
of the Directors to that effect.
 Forfeited stock to be property of Bank and may be sold
 35.
    
    Any forfeited stock may be sold or otherwise disposed of on such terms and in
such manner as the Directors think fit, and at any time before a sale or disposition
the forfeiture may be cancelled on such terms as the Directors think fit. Where for
the purposes of its disposal such stock is to be transferred, the Directors may
authorise any person to execute an instrument of transfer where any such stock is
held in certificated form. Provided however that where any stock is held in
uncertificated form, the Directors may require the system-member holding the stock in
uncertificated form to transfer the stock to the person to whom the stock is sold or
disposed and the Directors may make such further arrangements as they deem necessary
to affect any such sale or disposal.
 Member whose stock has been forfeited shall cease to be a member but remains liable
 36.
    
    A person whose stock has been forfeited shall cease to be a member in respect of
the forfeited stock, but shall, notwithstanding, remain liable to pay to the Bank all
moneys which, at the date of forfeiture, were payable by him to the Bank in respect
of the stock, but his liability shall cease if and when the Bank shall have received
payment in full of all such moneys in respect of the stock.
 Declaration of forfeiture
 37.
    
    A statutory declaration that the declarant is a Director or the Secretary of the
Bank, and that the stock in the Bank has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the stock. The Bank may receive the consideration,
if any, given for the stock on any sale or disposition thereof and may effect a
transfer of the stock in accordance with Bye-Law 35 in favour of the person to whom
the stock is sold or disposed of and he shall thereupon be registered as the holder
of the stock, and shall not be bound to see to the application of the purchase money,
if any, nor shall his title to the stock be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, sale or disposal of the
stock.
 Provisions as to forfeiture to apply to any sum payable in respect of stock
 38.
    
    The provisions of these Bye-Laws as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of stock, becomes payable at a
fixed time, whether on account of the nominal value of the stock or by way of
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INCREASE OF CAPITAL STOCK
 Power to enlarge capital stock
 39.
    (a)
    
    The members of the Bank in General Court may at any time and from time to
time by resolution enlarge the capital stock of the Bank by such amount as they think
proper.(b)
    
    Whenever the capital stock of the Bank is so enlarged, the Directors may,
subject to the provisions of Bye-Laws 4, 5, 6 and 7, issue stock to such amount
not exceeding the amount of such enlargement as they think proper and may issue
such stock at par or at a premium and may receive from any person subscriptions
in money or moneys worth for such stock.(c)
    
    Subject to Bye-Law 71 or where the Bank is required by these Bye-Laws to
apply the reserves of the Bank to paying up the 2009 Bonus Stock or the
Ordinary Stock to be issued pursuant the 2009 Warrant Instrument, all Ordinary
Stock so issued shall rank in equal priority with the existing Ordinary Stock
of the Bank and the holders of such first-mentioned stock shall be members of
the Bank and be entitled to the same privileges and be subject to the same
liabilities and be bound by the same Bye-Laws as the holders of such existing
Ordinary Stock.(d)
    
    A General Court may, by resolution, before the issue of any new Ordinary
Stock, determine that the same or any of it shall be offered in the first
instance, and either at par or at a premium to all the holders of the
existing Ordinary Stock in such proportion as nearly as may be to the amount
of such Ordinary Stock held by them respectively, or make any other
provisions as to the issue of such new Ordinary Stock; but in default of any
such determination and so far as the same shall not extend, the new Ordinary
Stock may be dealt with by the Directors as if it formed part of the
existing Ordinary Stock.(e)
    
    All subscriptions received by the Bank for any new stock may be utilised by
the Bank in any manner in which the moneys of the Bank may be for the time
being lawfully utilised. Except where the Bank is required by these Bye-Laws to
apply the reserves of the Bank to paying up the 2009 Bonus Stock or the
Ordinary Stock to be issued pursuant the 2009 Warrant Instrument, nothing
herein contained shall authorise the application or distribution among the
members of the Bank of any part of such subscriptions by way of bonus or
dividend.
 PURCHASE OF OWN STOCK
 Purchase of own stock
 40.
    (a)
    
    Subject to the provisions of, and to the extent permitted by, the Acts, to
any rights conferred on the holders of any class of stock in the capital of the Bank
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.
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(b)
    
    The Bank may purchase the 2009 Preference Stock in accordance with Bye-Law
40(e). The Bank shall not make market purchases of any of the other capital
stock in the capital of the Bank unless such purchases shall have been:-
 a.
    
    authorised by a special resolution passed by the members of the Bank at
a General Court in accordance with Section 215 of the Companies Act 1990
(a Section 215 resolution); andb.
    
    consented to as provided for in Bye-Law 71(c).
 (c)
    
    The Bank shall not be required to select the stock to be purchased on a pro
rata basis or in any particular manner as between the holders of stock of the
same class or as between the holders of stock of different classes or in
accordance with the rights as to dividends or capital attached to any class of
stock.(d)
    
    For the purposes of any Section 215 resolution:
 (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 midpoint between
the high and low market guide prices in respect of such units of stock for
that business day, or if there shall be only one such market guide price so
published, the market guide price so published; such prices shall be as
published in the Irish Stock Exchange Daily Official List (or any successor
publication thereto).
 (e)
    
    The Bank may purchase the 2009 Preference Stock in accordance with a
resolution approved for the purpose of sections 213 and/or 214 of the Companies
Act 1990 at the Extraordinary General Court on or around 27 March 2009. Unless
otherwise agreed by all the holders of the 2009 Preference Stock, the Bank
shall be required to select the stock to be purchased on a pro rata basis.
During the five year period commencing on the 2009 Issue Date, each unit of the
2009 Preference Stock that the Bank proposes to purchase in accordance with
such authority shall be redeemable at a price per unit equal to the amount paid
on subscription (including premium). On or after the fifth anniversary of the
2009 Issue Date, each unit of the 2009 Preference Stock that the Bank proposes
to purchase pursuant to this authority shall be purchased at a price per unit
equal to 125 per cent. of the amount paid on subscription (including premium).
On the purchase of units of the 2009 Preference Stock the Bank shall pay the
proportion of the relevant 2009 Preference Dividend which shall have accrued on
the units of 2009 Preference Stock to be purchased up to the date of purchase
or, at the option of the Bank in accordance with the these Bye-Laws, the Bank
shall issue the 2009 Bonus Stock in respect of which issue rights have accrued
on the units of the 2009 Preference Stock to be purchased up to the date of
purchase. No other premium or dividend (including 2009 Preference Dividend or
part thereof) shall be paid on any purchase of the
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RE-ISSUE OF TREASURY STOCK
 Re-issue of Treasury Stock
 41.
    
    For the purposes of any resolution of the Bank proposing to determine, in
accordance with Section 209 of the Companies Act, 1990 the re-issue price range at
which any unit of treasury stock for the time being held by the Bank may be reissued
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).
 GENERAL COURTS
 All General Courts to be held in the State
 42.
    
    All General Courts shall be held in the State.
 Annual General Court
 43.
    
    The Bank shall in each year hold a General Court as its Annual General Court in
addition to any other General Court in that year, and shall specify the Court as such
in the notices calling it; and not more than 15 months shall elapse between the date
of one Annual General Court and that of the next. Subject thereto, the Annual General
Court in each year shall be convened by the Directors for such day as they shall
think fit.
 Distinction between Ordinary General Court and Extraordinary General Court
 44.
    
    All General Courts other than Annual General Courts shall be called Extraordinary
General Courts.
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Directors power to convene Extraordinary General Court
 45.
    
    The Directors may, whenever they think fit, convene an Extraordinary General
Court.
 Extraordinary General Court called for by members
 46.
    (a)
    
    Without prejudice to the provisions of Bye-Laws 4, 5, 6 and 7 the Directors
shall, on the requisition of members of the Bank entitled to vote on a poll at a
General Court and together holding at the date of the deposit of the requisition not
less than one-tenth of the nominal amount of the Ordinary Stock of the Bank then in
issue in respect of which one tenth they have a right to vote on a poll, forthwith
proceed duly to convene an Extraordinary General Court.(b)
    
    The requisition must state the objects of the General Court and must be
signed by the requisitionists and deposited at the Office and may consist of
several documents in like form each signed by one or more requisitionists.(c)
    
    If the Directors do not within twenty one days from the date of the deposit
of the requisition proceed duly to convene an Extraordinary General Court to be
held within two months from the said date, the requisitionists may themselves
convene an Extraordinary General Court, but any Extraordinary General Court so
convened shall not be held after the expiration of three months from the said
date.(d)
    
    A General Court convened under this Bye-Law by the requisitionists shall be
convened in the same manner as nearly as possible as that in which General
Courts are to be convened by Directors.(e)
    
    Any reasonable expenses incurred by the requisitionists by reason of the
failure of the Directors duly to convene an Extraordinary General Court shall
be repaid to the requisitionists by the Bank and any sum so repaid shall be
retained by the Bank out of any sum due or to become due from the Bank by way
of fees or other remuneration in respect of their services to such of the
Directors as were in default.(f)
    
    This Bye-Law shall take effect in place of the provisions in the Charter
for the summoning of General Courts upon the demand of any nine or more
members.(g)
    
    The Government Preference Stockholder may requisition an Extraordinary
General Court in the manner provided by this Bye-Law 46 for the purpose of
exercising any voting rights it shall be entitled to exercise at such meeting
in respect of the 2009 General Voting Rights or the Provisional Voting Rights
(where such rights amount to at least one-tenth of the voting rights attaching
to the Ordinary Stock in issued at such time)
 NOTICE OF GENERAL COURTS
 Notice of General Courts
 47.
    (a)
    
    An Annual General Court and a Court called for the passing of a special
resolution shall be called by 21 days notice in writing at the least, and an
Extraordinary General Court shall be called by 14 days notice in writing at the
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(b)
    
    For the purposes of determining those persons entitled to attend or vote at
a General Court of the Bank, and how many votes such persons may cast, the Bank
may specify in the notice convening the General Court a time, not more than
forty eight hours before the time fixed for the Court, by which a person must
be entered on the Register in order to have the right to attend or vote at such
General Court and changes to entries on the Register after the time specified
in the relevant notice convening the General Court shall be disregarded in
determining the rights of any person to attend or vote at the General Court
notwithstanding any provisions in any enactment, these Bye-Laws or other
instrument to the contrary.
 Accidental omission to give notice not to invalidate proceedings
 48.
    
    The accidental omission to give notice of a General Court to, or the non-receipt
of notice thereof by any person entitled to receive notice shall not invalidate the
proceedings at the General Court.
 PROCEEDINGS AT GENERAL COURTS
 Proceedings at General and Extraordinary General Courts
 49.
    (a)
    
    All business shall be deemed special that is transacted at an Extraordinary
General Court, and also all that is transacted at an Annual General Court,
with the exception of declaring a dividend, the consideration of the
accounts, balance sheets and the reports of the Directors and Auditors, the
election of Directors in the place of those retiring, the reappointment of
the retiring Auditors and the fixing of the remuneration of the Auditors,
all of which shall be deemed ordinary business.(b)
    
    Special business shall be dealt with by way of special resolution. A
resolution shall be a special resolution when it has been passed by not less
than three-fourths of the votes cast by such members as, being entitled so to
do, vote in person or, where proxies are allowed, by proxy at a General Court
at which not less than twenty-one days notice specifying the intention to
propose the resolution as a special resolution has been duly given.(c)
    
    Ordinary business shall be dealt with by way of ordinary resolution. A
resolution shall be an ordinary resolution when it has been passed by a simple
majority of the votes cast by such members as, being entitled so to do, vote in
person or, where proxies are allowed, by proxy at a General Court.
 Quorum for General Court
 50.
    
    No business shall be transacted at any General Court unless a quorum of members
is present at the time when the Court proceeds to business; save as herein otherwise
provided, ten persons present in person or by proxy and entitled to vote shall be a
quorum.
 If required quorum not present General Court to be adjourned
 51.
    
    If within half an hour from the time appointed for the General Court a quorum is
not present, the Court, if convened upon the requisition of members, shall be
dissolved, in any other case it shall stand adjourned to the same day in the next
week, at the same time and place or to such other day and at such other time and
place as the Directors may determine, and if at the adjourned Court a quorum is not
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Chairman of General Court
 52.
    
    The Governor, or in his absence a Deputy Governor, shall preside as Chairman at
every General Court, but if none of them is present within 15 minutes after the time
appointed for the holding of the Court and willing to act, the Directors present
shall elect one of their number to be Chairman of that Court.
 If no Director present members to choose Chairman
 53.
    
    If at any General Court no Director is willing to act as Chairman or if no
Director is present within 15 minutes after the time appointed for holding the Court,
the members present shall choose one of their number to be Chairman thereof.
 Chairman with consent may adjourn General Court
 54.
    
    The Chairman may, with the consent of any General Court at which a quorum is
present, and shall if so directed by the Court, adjourn the Court from time to time
and from place to place, but no business shall be transacted at any adjourned Court
other than the business left unfinished at the Court from which the adjournment took
place. When a Court is adjourned for 30 days or more, notice of the adjourned Court
shall be given as in the case of an original Court. Save as aforesaid it shall not be
necessary to give any notice of an adjournment or of the business to be transacted at
an adjourned Court. Provided however and notwithstanding the foregoing provisions of
this Bye-Law the Chairman of any General Court may at any time without the consent of
the Court adjourn any Court (whether or not it has commenced or a quorum is present)
either indefinitely or to another time or place where it appears to him that the
members wishing to attend cannot be conveniently accommodated in the place appointed
for the Court or an adjournment is otherwise necessary so that the business of the
Court may be properly conducted.
 How questions are to be decided
 55.
    
    At any General Court a resolution put to the vote of the Court shall be decided
on a show of hands unless, before the show of hands or before or on the declaration
of the result of the show of hands, a poll is demanded:(a) by the Chairman; or(b) by at least nine members of the Bank present in person or by proxy and
entitled to vote on a poll.Unless a poll is so demanded, a declaration by the Chairman that a resolution
has, on a show of hands, been carried or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book containing the
minutes of the proceedings of the Bank shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of or
against such resolution. The demand for a poll may be withdrawn.
 Poll to be taken if demanded
 56.
    
    Except as provided in Bye-Law 58, if a poll is duly demanded it shall be taken in
such manner as the Chairman directs, and the result of the poll shall be deemed to be
the resolution of the General Court at which the poll was demanded.
 Equality of votes
 57.
    
    Where there is an equality of votes, whether on a show of hands or on a poll, the
Chairman of the General Court at which the show of hands takes place or at
which the poll is demanded, shall be entitled to a second or casting vote.
 Poll demanded on election of Chairman or adjournment to be taken forthwith
 58.
    
    A poll demanded on the election of a Chairman or on a question of adjournment
shall be taken forthwith. A poll demanded on any other question shall be taken at
such time as the Chairman of the General Court directs, and any business other
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VOTES OF MEMBERS
 Number of votes of members
 59.
    (a)
    
    Without prejudice to the provisions of Bye-Laws 4, 5, 6 and 7 at any General
Court, on a show of hands every member being the holder of at least one unit
of Ordinary Stock of the Bank (including the Governor and Deputy Governor
and any other person who may be Chairman of the Court) present in person and
every proxy for every such member shall have one vote so however that no
individual shall have more than one vote; and on a poll every member
(including the Governor and Deputy Governor and any other person who may be
Chairman of the Court) present in person or by proxy shall have one vote for
each unit of Ordinary Stock of the Bank.(b)
    
    On a poll, a person entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way.(c)
    
    No member shall be required to take, make or subscribe any such oath or
declaration as is mentioned in the Charter before or as a condition of voting
at any General Court.(d)
    
    This Bye-Law 59 is subject to the voting rights and restrictions on voting
rights set out in Bye-Laws 6(I), 72 and 102.
 Disclosure of Interests in Ordinary Stock
 60.
    (a)
    
    Any member of the Bank may be required by notice from the Directors to
declare by statutory declaration whether he is beneficially entitled to the Ordinary
Stock of the Bank of which he is the registered holder and if he is not beneficially
entitled to the whole or any part of such Ordinary Stock to disclose and specify
every person in trust for whom or on whose behalf the member holds the same; and
where any member has been required to make such declaration as aforesaid, he must do
so within 14 days after the date of service of the notice (the prescribed period).(b)
    
    If any member or any person appearing to be interested in Ordinary Stock in
the Bank held by such member has been duly served with a notice under this
Bye-Law and is in default for the prescribed period in supplying to the Bank
the information thereby required, then the Directors may, in their absolute
discretion at any time thereafter by notice (a disenfranchisement notice) to
such member, direct that in respect of the Ordinary Stock in relation to which
the default occurred (the default stock) (which expression shall include any
further Ordinary Stock which is issued in respect of such Ordinary Stock), the
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
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(ii)
    
    no transfer of any Ordinary Stock held by such member shall be
registered unless:
 1)
    
    the member is not himself in default as regards supplying the
information required; and2)
    
    the transfer is part only of the members holding and when
presented for registration is accompanied by a certificate by the
member in a form satisfactory to the Directors to the effect that
after due and careful enquiry, the member is satisfied that none of
the Ordinary Stock, the subject of the transfer, is default stock.
  (d)
    
    The Bank shall send to each other person appearing to be interested in the
Ordinary Stock the subject of any disenfranchisement notice, a copy of the
disenfranchisement notice but the failure or omission by the Bank to do so
shall not invalidate such disenfranchisement notice.(e)
    
    Save as herein provided, any disenfranchisement notice shall have effect in
accordance with its terms for so long as the default in respect of which the
disenfranchisement notice was issued continues and for a period of one week
thereafter provided that the Directors may, at the request of the member
concerned, reduce or waive such one week period if they think fit.(f)
    
    Any disenfranchisement notice shall cease to have effect in relation to any
Ordinary Stock which is transferred by such member by means of an approved
transfer.(g)
    
    For the purposes of this Bye-Law:
 (i)
    
    A person shall be treated as appearing to be interested in any Ordinary
Stock if the member holding such Ordinary Stock has given to the Bank a
notification under this Bye-Law which either:
 1)
    
    names such person as being so interested; or2)
    
    fails to establish the identities of those interested in the stock;
and after (taking into account the said notification and any other
relevant notification under this Bye-Law 60), the Bank knows or has
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
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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.
 Joint stockholders
 61.
    
    Where there are joint holders, the vote of the senior who tenders a vote shall be
accepted to the exclusion of the votes of the other joint holders; and for this
purpose, seniority shall be determined by the order in which the names stand in the
Register.
 How members non compos mentis may vote
 62.
    
    A member of unsound mind, or in respect of whom an order has been made by a
court having jurisdiction in lunacy, may vote, whether on a show of hands or on a
poll, by his committee, receiver, guardian or other person appointed by that court,
and any such committee, receiver, guardian or other person may vote by proxy on a
show of hands or on a poll.
 No member in arrear may vote
 63.
    
    No member shall be entitled to vote at any General Court unless all calls or
other sums immediately payable by him in respect of capital stock of the Bank have
been paid.
 No objections to be raised to qualification of voter except at General Court or adjournment
 64.
    
    No objection shall be raised to the qualification of any voter except at the General
Court or adjourned Court at which the vote objected to is given or tendered,
and every vote not disallowed at such Court shall be valid for all purposes.
Any such objection made in due time shall be referred to the Chairman of the
Court, whose decision shall be final and conclusive.
 Votes may be given in person or by proxy
 65.
    
    Votes may be given either personally or by proxy. A member shall not be entitled
to appoint more than one proxy to attend on the same occasion; save that where a
member holds a separate holding of stock as trustee or nominee for some other person,
the member shall be entitled to appoint a separate proxy in respect of each such
separate holding.
 Proxy to be given in writing by appointer or attorney
 66.
    
    The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorised in writing, or, if the appointer is a
body corporate, either under seal or under the hand of an officer or attorney duly
authorised. A proxy need not be a member of the Bank.
 Deposit of proxy
 67.
    
    The instrument appointing a proxy and the power of attorney or other authority,
if any, under which it is signed, or a notarially certified copy of that power or
authority shall be deposited at the Office or at such other place within the State as
is specified for that purpose in the notice convening the General Court, not less
than 48 hours before the time for holding the Court or adjourned Court at which the
person named in the instrument proposes to vote, or, in the case of a poll, not less
than 48 hours before the time appointed for the taking of the poll, and, in default,
the instrument of proxy shall not be treated as valid.
 Form of proxy
 68.
    
    An instrument appointing a proxy shall be in writing in any usual or common form
or in any other form which the Directors may accept or approve.
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Proxy to be deemed to confer authority to demand poll
 69.
    
    The instrument appointing a proxy shall be deemed to confer authority to demand
or join in demanding a poll.
 Vote by proxy to be available although authority revoked or stock transferred
 70.
    (a)
    
    A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the principal or revocation
of the proxy or of the authority under which the proxy was executed or the transfer
of the stock in respect of which the proxy is given, if no intimation in writing of
such death, insanity, revocation or transfer as aforesaid is received by the Bank at
the registration department of the Bank or at such other place as the Directors may
appoint, at least two hours before the time specified in the relevant notice of the
meeting of the General Court or adjourned Court at which the proxy is used.(b)
    
    When two or more valid but differing instruments of proxy are delivered in
respect of the same stock for use at the same meeting, the one which is last
delivered (regardless of its date or of the date of its execution) shall be
treated as replacing and revoking the others as regards that stock and if the
Bank is unable to determine which was last delivered, none of them shall be
treated as valid in respect of that stock.
 VOTING BY THE GOVERNMENT PREFERENCE STOCKHOLDER
 Voting by the Government Preference Stockholder
 71.
    (a)
    
    The Government Preference Stockholder (or each of the Government
Preference Stockholders, where this is more than one Government
Preference Stockholder) and each Government Body shall only be entitled
to cast 50 per cent. of the votes attaching to the units of Ordinary
Stock held by it issued pursuant to the 2009 Warrant Instrument and any
votes cast in contravention of this Bye-Law shall be disregarded and
void.(b)
    
    For the avoidance of doubt, the restrictions on voting rights set out in
Bye-Law 71(a) do not apply to Ordinary Stock issued pursuant to the 2009
Warrant Instrument held by a stockholder other than a Government Preference
Stockholder.(c)
    
    No resolution at a General Court to alter the capital stock of the Bank, or
to authorise the Directors to alter the capital of the Bank, by way of:
 (i)
    
    an increase in the capital stock of the Bank, the reissue of
treasury stock or the allotment of any unissued capital stock of the
Bank, save for the issue of additional preference stock pursuant to
the rights attaching to any euro Preference Stock, Sterling Preference
Stock or 2005 Preference Stock allotted prior to the 2009 Issue Date
or for the issue of 2009 Bonus Stock or the issue of capital stock to
fund the repurchase or redemption of the 2009 Preference Stock or for
the issue of Ordinary Stock pursuant to the exercise of the 2009
Warrant Instrument; and/or(ii)
    
    the redemption, consolidation, conversion or sub-division of the
capital stock of the Bank, save for any repurchase or redemption of
the 2009 Preference Stock or the issue of 2009 Bonus Stock or for the
issue of Ordinary Stock pursuant to the exercise of the 2009 Warrant
Instrument or otherwise pursuant to the terms of the 2009 Warrant
Instrument,
 Capital Resolution
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(d)
    
    The Directors shall not exercise any authority granted by a General Court
pursuant to a Capital Resolution passed before 27 March 2009 without the
consent in writing of the Minister for Finance, provided that the consent of
the Minister for Finance to the issue of the 2009 Preference Stock pursuant to
the authorities granted at the Extraordinary General Court held on or around 27
March 2009 is not required.(e)
    
    The rights of the Minister for Finance set out in Bye-Laws 71(c) and 71(d)
shall be extinguished and cease to be exercisable on whichever is the later in
time of the following dates:
 (i)
    
    the date when the subscription rights pursuant to the 2009 Warrant
Instrument are exhausted or cease to be capable of exercise, whether due
to lapse, full exercise or otherwise; or(ii)
    
    the date which is the first in time to occur of either, (A) the
Government Preference Stockholder (or all of the Government Preference
Stockholders, where there is more than one Government Preference
Stockholder) transfers, or otherwise disposes of all of the 2009
Preference Stock to any person or persons who is not a Government
Preference Stockholder or a Government Body, or (B) all of the 2009
Preference Stock is redeemed or repurchased by the Bank.
 (f)
    
    In respect of a resolution to appoint, re-elect or remove a Director, the
maximum aggregate number of votes that shall be capable of being cast by:
 (i)
    
    the Government Preference Stockholder (or all the Government
Preference Stockholders together, where there is more than one
Government Preference Stockholder) and all Government Bodies in
respect of the 2009 Preference Stock, the 2009 Bonus Stock, the
Ordinary Stock issued pursuant to the 2009 Warrant Instrument or any
Provisional Voting Rights; and(ii)
    
    any Government Concert Party in respect of Ordinary Stock,together shall be 25 per cent. of all votes capable of being cast at a
General Court and any votes cast in contravention of this Bye-Law
shall be disregarded and void.
 (g)
    
    The limitations on voting rights set out in Bye-Law 71(f) shall only apply
so long as the Government Preference Stockholder holds any 2009 Preference
Stock at the time of the relevant resolution.(h)
    
    For the avoidance of doubt, resolutions referred to in Bye-Law
6(I)(6)(b)(ii) are not subject to the limitations on voting rights set out in
Bye-Law 71(f).
 CORPORATIONS SOLE OR BODIES CORPORATE ACTING BY
REPRESENTATIVES AT MEETINGS
 Corporations sole or bodies corporate acting by representatives at meetings
 72.
    
    Any corporation sole or body corporate which is a member of the Bank may, by
a document executed by or on behalf of such corporation sole or resolution of its
Directors or other governing body of such body corporate, authorise such individual as
it thinks fit to act as its representative at any General Court of the
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present in person
 DIRECTORS
 Number of Directors
 73.
    
    The number of Directors (including the Governor and Deputy Governor) shall not be
less than 10 and not more than 18 subject always to Bye-Law 100(p).
 Remuneration of Directors
 74.
    
    The remuneration of the Directors shall from time to time be determined by the
Bank in General Court. Such remuneration shall be divided among them as the
Court of Directors shall determine. All such remuneration shall accrue from day
to day and in the case of any Director shall, unless and to the extent that the
Directors otherwise determine, be independent of any remuneration to which he
may be entitled in respect of any other office or appointment under the Bank or
any subsidiary of the Bank. The Directors may also be paid all travelling,
hotel and other expenses properly incurred by them in attending and returning
from Courts of Directors or any committee appointed by the Directors or General
Courts or in connection with the business of the Bank.
 Remuneration for special services
 75.
    
    If any Director shall devote to the business of the Bank or any subsidiary of the
Bank either his whole time and attention or more of his time and attention than
in the opinion of the Directors would usually be so devoted by a person holding
such office, or shall undertake or perform any duties or services other than
those which, in the opinion of the Directors would usually be undertaken or
performed by a person holding such office, or shall be called upon to perform
and shall perform extra services or make any special exertions for any of the
purposes of the Bank or any subsidiary of the Bank or shall serve on any
committee, then, and in any of such cases the Directors may remunerate the
Director concerned either by a fixed sum, annual or otherwise, or in such other
manner (including, but without limitation, the payment of or arrangement for
the purpose of providing any pension or other retirement allowance or gratuity)
as shall be determined by the Directors and such remuneration may at the
discretion of the Directors be either in addition to or in substitution for all
or any part of any other remuneration to which such Director may be entitled
under these Bye-Laws.
 Residence and stock qualifications of Directors
 76.
    (a)
    
    The Governor or Deputy Governor and a majority of the other Directors shall
be resident in the State.(b)
    
    The Governor, each Deputy Governor and each Director who is not a
Government Appointee for the time being shall be required to hold 1,000 units
of Ordinary Stock of the Bank.(c)
    
    The office of the Governor, Deputy Governor or Director who is not a
Government Appointee shall be vacated if the Governor, Deputy Governor or
Director (as the case may be) does not within two months from the date of his
election or appointment obtain his appropriate stock qualification, or if after
the expiration of the said period he ceases at any time to hold such stock
qualification.
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##### 



(d)
    
    A person vacating office under this Bye-Law shall be incapable of being
reelected or re-appointed thereto until he has obtained his stock
qualification.
 Declarations to be made by Directors
 77.
    
    Any person who shall be appointed or elected as Governor, Deputy Governor or
Director shall on election or appointment and thereafter at least once in every
three years make and sign, within such time as may be determined by the Court
of Directors, the declarations (adapted as may be necessary in respect of stock
qualifications) mentioned in the Charter and the Banks Acts and deliver such
declarations to the Bank.
 Directors may become interested in company promoted by Bank
 78.
    
    A Director of the Bank may be or become a director or other officer of or
otherwise interested in, any company promoted by the Bank or in which the Bank may be
interested as shareholder or otherwise, and no such Director shall be accountable to
the Bank for any remuneration or other benefits, received by him as a director or
officer of, or from his interest in such other company unless the Bank otherwise
directs.
 Borrowing powers of Directors and register of charges
 79.
    (a)
    
    The Directors may exercise all the powers of the Bank to borrow money and
give security therefor.
 (b)
    
    For as long as Section 99(2) of the Companies Act, 1963, or any statutory
provision or enactment amending or replacing the same, shall not apply to the
Bank, the Bank shall keep a register of all charges identified in the said
section and shall enter in such register the following particulars:
 (i)
    
    The names and addresses of the chargee;(ii)
    
    The date of creation of the charge;
 (c)
    
    Every such register of charges identified in sub-paragraph (b) above shall,
except when duly closed, be open to inspection by the registered chargee of any
such charge without fee and by any other person on payment of such fee, as may
be prescribed by the Directors from time to time;(d)
    
    Any such registered chargee or any other person may require a copy of the
register of holders of charges identified in sub-paragraph (b) above of the
Bank or any part thereof, on payment of such fee as may be prescribed by the
Directors from time to time.
 Powers and duties of Directors
 80.
    
    The business of the Bank shall be managed by the Directors, who may exercise all
such powers of the Bank as are not, by the Charter, the Bank Acts or these Bye-Laws
required to be exercised by the Bank in General Court, subject, nevertheless, to any
of the provisions of the Charter, the Bank Acts or these Bye-Laws and to such
directions, not being inconsistent with the aforesaid provisions, as may be given by
the Bank in General Court; but no direction given by a General Court shall invalidate
any prior act of the Directors which would have been valid if that direction had not
been given.
 Directors power to appoint attorney
 81.
    
    The Directors may from time to time and at any time by power of attorney appoint
any company, firm or person or body of persons, whether nominated directly or
indirectly by the Directors, to be the attorney or attorneys of the Bank for such
purposes and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Directors under these Bye-Laws) and for such period
and subject to such conditions as they may think fit, and any such power of
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attorney may contain such provisions for the protection of persons dealing with
any such attorney as the Directors may think fit, and may also authorise any
such attorney to delegate all or any of the powers, authorities and discretions
vested in him.
 Director who is interested in contract with the Bank must disclose his interest
 82.
    (a)
    
    It shall be the duty of a Director who is in any way, whether directly or
indirectly, interested in a contract or proposed contract with the Bank to declare
the nature of his interest at a Court of Directors.(b)
    
    In the case of a proposed contract, the declaration to be made by a
Director shall be made at the Court of Directors at which the question of
entering into the contract is first taken into consideration, or if the
Director was not at the date of that Court interested in the proposed contract,
at the next Court of Directors held after he became so interested; and in a
case where the Director becomes interested in a contract after it is made, the
said declaration shall be made at the first Court of Directors held after the
Director becomes so interested.(c)
    
    For the purposes of this Bye-Law, a general notice given to the Court of
Directors by a Director to the effect that he is a member and/or director of a
specified company or firm and is to be regarded as interested in any contract
which may, after the date of such notice, be made with that company or firm,
shall be deemed to be sufficient declaration of interest in relation to any
contract so made, but no such notice shall be of effect unless either it is
given at a Court of Directors or the Director takes reasonable steps to secure
that it is brought up and read at the next Court of Directors after it is
given.(d)
    
    A copy of every declaration made and notice given in pursuance of this
Bye-Law shall, within three days after the making or giving thereof, be entered
in a book kept for this purpose. Such book shall be open for inspection without
charge by any Director, Secretary or Auditor of the Bank at the Office and
shall be produced at any Court of Directors if any Director so requests in
sufficient time to enable the book to be available at such Court.
 Director may hold office under the Bank
 83.
    
    A Director may hold any other office or place of profit under the Bank (other
than the office of Auditor) in conjunction with his office of Director for such
period and on such terms as to remuneration and otherwise as the Directors may
determine, and no Director or intending Director shall be disqualified by his office
from contracting with the Bank either with regard to his tenure of any such other
office or place of profit or as vendor, purchaser or otherwise, nor shall any such
contract or any contract or arrangement entered into by or on behalf of the Bank in
which any Director is in any way interested, be liable to be avoided, nor shall any
Director so contracting or being so interested be liable to account to the Bank for
any profit realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relation thereby established.
 Director may act for Bank in professional capacity
 84.
    
    Any Director may act by himself or his firm in a professional capacity for the
Bank, and he or his firm shall be entitled to remuneration for professional
services as if he were not a Director; but nothing herein contained shall
authorise a Director or his firm to act as Auditor to the Bank.
 Signing of cheques etc.
 85.
    
    All cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments and all receipts for moneys paid to the Bank shall be signed, drawn,
accepted, endorsed or otherwise executed, as the case may be, by such person or
persons and in such manner as the Directors shall from time to time by resolution
determine.
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Minutes to be kept of proceedings of Directors
 86.
    
    The Directors shall cause minutes to be made in books provided for that purpose:
 (a)
    
    of all appointments made by the Directors;(b)
    
    of the names of the Directors present at each Court of Directors and of any
committee of Directors;(c)
    
    of all resolutions and proceedings at all General Courts, Courts of
Directors, and of committees appointed by the Directors.
 Directors pensions
 87.
    
    The Directors on behalf of the Bank may pay a gratuity or pension or allowance on
retirement to any Director or to his widow or dependants, and may make contributions
to any fund and pay premiums for the purchase or provision of any such gratuity,
pension or allowance.
 When office of Director is to be vacated
 88.
    
    The office of Director shall be vacated if the Director:
 (a)
    
    ceases to be a Director by virtue of Bye-Law 76 (c); or(b)
    
    is adjudged bankrupt in the State or in Northern Ireland or Great Britain
or makes any arrangement or composition with his creditors generally; or(c)
    
    fails to make and deliver the declaration required by Bye-Law 77 within the
time therein specified or within such further period as may be allowed by the
Court of Directors; or(d)
    
    becomes of unsound mind; or(e)
    
    resigns his office by notice in writing to the Bank; or(f)
    
    is convicted of an indictable offence unless the Directors otherwise
determine; or(g)
    
    is for more than 6 months absent without permission of the Directors from
Courts of Directors held during that period; or(h)
    
    ceases to be a Director by virtue of any provision of the Acts or becomes
prohibited by law from being a Director.(i)
    
    in the case of Government Appointee, if removed from office by the
Government Preference Stockholder pursuant to Bye-Law 100.
 GOVERNOR AND DEPUTY GOVERNOR
 Election of Governor and Deputy Governor
 89.
    (a)
    
    The Governor and Deputy Governor shall be elected from time to time by the
Court of Directors from amongst their own number on such terms as to
remuneration and otherwise and for such period as the Court of Directors
think fit but any Governor and Deputy Governor may be removed from office by
the Court of Directors before the expiry of such period. In case any casual
vacancy in the office of Governor or Deputy Governor shall occur by death,
resignation or otherwise, the vacancy shall, forthwith in the case of a
Governor and as soon as convenient in the case of a Deputy Governor, be
filled by the Court of Directors electing one of their number to such
office.
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(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.
 MANAGING AND EXECUTIVE DIRECTORS
 Appointment of Managing Director and Executive Directors
 90.
    
    The Directors may from time to time appoint one or more of themselves to the
office of Managing Director or Executive Director for such period and on such terms
as to remuneration and otherwise as they think fit, and, subject to the terms of any
agreement entered into in any particular case, may revoke such appointment. The
appointment of a Director to the office of Managing Director or Executive Director
shall (without prejudice to any claim such Director may have for damages for breach
of any contract of service between such Director and the Bank) be automatically
determined if such Director ceases from any cause to be a Director, provided however
that this shall not apply if such Director shall retire by rotation in accordance
with Bye-Law 92 and be re-appointed at the meeting at which such retirement took
effect.
 Directors may empower Managing Director to act for Bank
 91.
    
    The Directors may entrust to and confer upon a Managing Director or Executive
Director any of the powers exercisable by them upon such terms and conditions
and with such restrictions as they may think fit, and either collaterally with
or to the exclusion of their own powers, and may from time to time revoke,
withdraw, alter or vary all or any of such powers.
 APPOINTMENT AND RETIREMENT OF DIRECTORS
 Retirement by rotation of Directors
 92.
    
    Except as provided in Bye-Law 100(i), at the Annual General Court in each year
one-third of the Directors (including any Director holding the office of Governor,
Deputy Governor, Managing Director or Executive Director) for the time being, or, if
their number is not three or a multiple of three then the number nearest one-third
shall retire from office ensuring at all times that each Director shall retire every
three years. A Director retiring pursuant to this Bye-Law shall retain office until
the conclusion of the Annual General Court at which he retires.
 Which Directors to retire
 93.
    
    The Directors to retire in every year shall be those who have been longest in
office since their last election but as between persons who became Directors on the
same day, those to retire shall (unless they otherwise agree among themselves) be
determined by lot.
 Retiring Directors eligible for re-election
 94.
    
    A retiring Director shall be eligible for re-election.
 Power of General Court to fill a vacancy caused by retirement of Director
 95.
    
    The General Court at which a Director retires may fill the vacated office by
electing a person thereto and in default the retiring Director shall, if offering
himself for re-election, be deemed to have been re-elected unless at such Court it is
expressly resolved not to fill such vacated office, or unless a resolution for the
reelection of such Director has been put to the meeting and lost.
 Candidates for office of Director to be nominated in writing
 96.
    
    No person other than a Director retiring at a General Court shall, unless
recommended by the Directors, be eligible for election to such office at that Court
unless not less than thirty-five days or more than forty-two days before the day
appointed for the Court there shall have been left at the Office notice in writing
signed by a member entitled to attend and vote at the Court for which such notice is
given of his intention to propose such person for election and also notice in
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writing signed by that person of his willingness to be elected. A member may
not propose himself for appointment.
 When Directors may fill office of Director
 97.
    
    The Directors shall have power at any time and from time to time to appoint any
person to be a Director, either to fill a casual vacancy or as an addition to the
existing Directors, but so that the total number of Directors shall not at any time
exceed the number fixed in accordance with Bye-Law 73. Any Director so appointed
shall retire at the next following Annual General Court, and shall then be eligible
for re-election but shall not be taken into account in determining the Directors who
are to retire by rotation at such Court. A Director retiring pursuant to this Bye-Law
shall retain office until the conclusion of the Annual General Court at which he
retires.
 98.
    
    A General Court may, by resolution, of which notice has been given to the
Director concerned, remove any Director before the expiration of his period of office
notwithstanding anything in these Bye-Laws or in any agreement between the Bank and
such Director. Such removal shall be without prejudice to any claim such Director may
have for damages for breach of any contract of service between him and the Bank.
 Power of General Court to fill casual vacancy
 99.
    
    Subject to Bye-Law 100(a), a General Court may, by resolution, appoint another
person in place of a Director removed from office under the preceding Bye-Law and
without prejudice to the powers of the Directors under Bye-Law 97 a General Court may
appoint any person to be a Director either to fill a casual vacancy or as an
additional Director, but so that the total number of Directors shall not at any time
exceed the number fixed in accordance with Bye-Law 73. A person so appointed shall be
subject to retirement at such time as if he had become a Director on the day on which
the Director in whose place he is appointed was last elected a Director.
 DIRECTORS APPOINTED BY THE GOVERNMENT PREFERENCE STOCKHOLDER
 Directors nominated by the Government Preference Stockholder
 100.
    (a)
    
    Following the adoption of this Bye-Law 100:
 (i)
    
    where the total number of Directors (including those to be appointed
pursuant to this Bye-Law 100) is 16, 17 or 18, four persons;(ii)
    
    where the total number of Directors (including those to be
appointed pursuant to this Bye-Law 100) is 15 or less, the number of
persons equal to 25 per cent. of the total number of Directors
(including those to be appointed pursuant to this Bye-Law 100) rounded
up or down to the nearest integer (and for the avoidance of doubt the
number 0.5 shall be rounded up to the nearest integer),
 can be appointed, maintained (subject to Section 182 of the Companies
Act 1963, to the extent applicable to the Bank) and removed as Directors
by the Government Preference Stockholder (or the Government Preference
Stockholders acting together, where there is more than one Government
Preference Stockholder) in accordance with this Bye-Law 100 (together
the Government Appointees and any one a Government Appointee).(b)
    
    Any person appointed to the Court of Directors of the Bank pursuant to a
requirement imposed on the Bank pursuant to an agreement, condition or scheme
pursuant to Section 6 of the Credit Institutions (Financial Support) Act 2008
(as may be amended or re-enacted from time to time or pursuant
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to any similar or substitute legislation from time to time), including
the Credit Institutions (Financial Support) Scheme 2008, shall be deemed
to be a Government Appointee for the purposes of this Bye-Law 100.
 (c)
    
    The Government Preference Stockholder may at any time designate a person
who is at the time of such designation a Director of the Bank as a Government
Appointee, subject to the prior written agreement of such person.(d)
    
    A Government Appointee may be appointed a Director of the Bank by the
Government Preference Stockholder delivering a notice in writing of such
appointment to the Governor. If not previously effected as aforesaid, the
appointment of the Government Appointee as a Director shall be deemed to have
taken effect on the day specified in the notice provided that this shall be
after receipt by the Governor of such notice from the Government Preference
Stockholder.(e)
    
    The Government Preference Stockholder shall be entitled at its discretion,
but subject to law, to enter into and to vary from time to time, agreements and
arrangements with the Government Appointees as to their terms of appointment,
terms of office and their resignation or removal, provided that the Bank shall
not be required to be party to such agreements or arrangements and shall not be
obliged to observe or perform them.(f)
    
    The Government Preference Stockholder may at any time, by notice in writing
to the Bank, with copies to the Governor and to the Government Appointee
concerned, remove from office as a Director of the Bank any of the Government
Appointees and every such removal shall be deemed to take effect forthwith upon
receipt of such notice by the Bank. Subject to the Companies Act 1963 (to the
extent applicable), a Government Appointee shall not be removed from the Board
other than by the Government Preference Stockholder in accordance with this
Bye-Law.(g)
    
    If there shall not at any time be in office all of the Government
Appointees capable of appointment under this Bye-Law 100, the Bank shall
maintain sufficient vacancies on its Court of Directors to effect promptly the
appointment(s) as Director(s) of any Government Appointee(s) in accordance with
the provisions of this Bye-Law 100.(h)
    
    Nothing in Bye-Law 73 shall restrict the right of the Government Preference
Stockholder to appoint a Government Appointee and if the appointment of a
Government Appointee would result in the maximum number of Directors provided
for in Bye-Law 73 to be exceeded, the Directors of the Bank (excluding the
Governor, Deputy Governor and executive Directors) who are not Government
Appointees shall unless otherwise agreed amongst such Directors draw lots to
determine which of their number shall be deemed to have resigned upon the
Government Appointee taking office such that the maximum number of Directors
provided for in Bye-Law 73 is not exceeded.(i)
    
    The Government Appointees shall not retire by rotation and the Government
Appointees for the time being in office shall not be included in calculating
the total number of Directors pursuant to Bye-Law 92, by reference to which the
number of Directors who are to retire by rotation in any year is to be
determined, and Bye-Laws 92 to 94 inclusive (Retirement of Directors) shall not
apply to Government Appointees, provided that no
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Government Appointee may serve as a Director for a period longer than
nine years after the date of his/her appointment and shall be deemed to
have retired from office on the date that is nine years after the date
of his/her first appointment as a Director.(j)
    
    If the Government Preference Stockholder removes any Government Appointee
from office as a Director or procures his/her resignation from office pursuant
to this Bye-Law 100, the Government Preference Stockholder shall indemnify the
Bank against all losses, liabilities, expenses, damages and costs incurred by
it in connection with his/her removal or resignation.(k)
    
    The Government Preference Stockholder may elect to conduct a claim referred
to in Bye-Law 100(j), and if it so elects the Government Preference Stockholder
shall keep the Bank informed of such conduct of the claim and shall consult
with the Bank, so far as it is practicable for it to do so, as to the actions
taken by him. The Bank may, by agreement with the Government Preference
Stockholder assume control of such claim (whereupon it shall similarly keep the
Government Preference Stockholder informed of such conduct of the claim and
consult with it so far as it is practicable for it to do so).(l)
    
    Nothing in Bye-Law 103 (Restriction on Directors voting on contracts in
which they are interested) shall restrict a Government Appointee from
participating fully in any meeting of the Directors or voting on any matter
unless the Government Appointee has an interest in the matter in a manner which
concerns him personally. For the avoidance of doubt none of the following
shall be regarded as giving rise to such an interest:-
        (m)
    
    The number of Directors shall not be increased to more than 18 Directors
without the prior written consent of the Government Preference Stockholder.
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(n)
    
    The rights of the Government Preference Stockholder pursuant to this
Bye-Law 100 shall cease to apply if:
 (i)
    
    the Government Preference Stockholder (or all of the Government
Preference Stockholders, where there is more than one Government
Preference Stockholder) transfers or otherwise disposes of all of 2009
Preference Stock (or any beneficial or legal interest in all of the 2009
Preference Stock) to any person who is not a Government Preference
Stockholder or a Government Body; or(ii)
    
    all of the 2009 Preference Stock is redeemed or repurchased by the
Bank,
 and for the avoidance of doubt once the rights to appoint Government
Appointees pursuant to this Bye-Law 100 have been extinguished pursuant
to this Bye-Law 100(q) they shall not be capable of being reinstated in
favour of any holder of the 2009 Preference Stock.(o)
    
    For the avoidance of doubt, no 2009 Preference Stockholder who is not a
Government Preference Stockholder shall be entitled to exercise any rights of
appointment, replacement or removal in respect of a Government Appointee
pursuant to this Bye-Law 100.(p)
    
    Where there is more than one Government Preference Stockholder, the act of
any one Government Preference Stockholder in exercising its rights under this
Bye-Law 100 shall be deemed to be the act of all of the Government Preference
Stockholders together and shall be binding on all of them.
 PROCEEDINGS OF DIRECTORS AND COMMITTEES
 Court of Directors
 101.
    (a)
    
    The Directors may meet together as the Court of Directors for the despatch
of business, adjourn and otherwise regulate their meetings as they think fit.
Questions arising at any meeting shall be decided by a majority of votes. Where there
is an equality of votes, the Chairman shall have a second or casting vote.
The Governor or Deputy Governor may, and the Secretary on the requisition of
a Director shall, at any time summon a Court of Directors. If the Directors
so resolve, it shall not be necessary to give notice of a Court of Directors
to any Director who, being resident in the State, is for the time being
absent from the State.(b)
    
    Notice of a meeting of the Directors shall be deemed to be duly given to a
Director if it is given to him personally or by word of mouth or by telephone
or sent in writing by delivery, post, cable, telegram, telex, telefax,
electronic mail or any other means of communication approved by the Directors
to him at his last known address or any other address given by him to the Bank
for this purpose.(c)
    
    A Director may participate in a meeting of the Directors or any committee
of the Directors by means of conference telephone, televisual link or other
telecommunications equipment by means of which all persons participating in the
meeting can hear each other speak and such participation in a meeting shall
constitute presence in person at the meeting.(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
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at a meeting of Directors duly convened and held and may consist of several
documents in the like form each signed by one or more Directors, and such
resolution or other document or documents when duly signed may be delivered
or transmitted (unless the Directors shall otherwise determine either
generally or in any specific case) by facsimile transmission or some other
similar means of transmitting the contents of documents.
 Directors quorum
 102.
    
    The quorum necessary for the transaction of the business at a Court of Directors
may be fixed by the Directors, and unless so fixed shall be five.
 Director shall not vote in respect of contract in which he is interested
 103.
    (a)
    
    Save as herein provided a Director shall not vote in respect of any contract
or arrangement or any other proposal whatsoever in which he has an interest which
(together with any interest of any person connected with him) is a material interest
otherwise than by virtue of his interest in stock, shares or debentures or other
securities of or otherwise in or through the Bank. A Director shall not be counted in
the quorum at a Court of Directors or a meeting of a committee appointed by the
Directors in relation to any resolution on which he is debarred from voting.
 (b)
    
    A Director shall (in the absence of some other material interest than is
indicated below) be entitled to vote (and be counted in the quorum) in respect
of any resolution concerning any of the following matters namely:
 (i)
    
    The giving of any security or indemnity to him in respect of money lent
or obligations incurred by him at the request of or for the benefit of the
Bank or any of its subsidiaries.(ii)
    
    The giving of any security or indemnity to a third party in respect of
a debt or obligation of the Bank or any of its subsidiaries for which he
himself has assumed responsibility in whole or in part under a guarantee or
indemnity or by giving of security.(iii)
    
    Any proposal concerning an offer of shares, stock or debentures or
other securities of or by the Bank or any of its subsidiaries for
subscription or purchase in which offer he is or is to be interested as a
participant in the underwriting or sub-underwriting thereof.(iv)
    
    Any proposal concerning any other company in which he is interested,
directly or indirectly and whether as an officer or shareholder or
stockholder or otherwise howsoever, provided that he is not the holder of or
beneficially interested in 1 per cent. or more of any class of the equity
share capital of such other company (or of any third company through which
his interest is derived) or of the voting rights available to members of the
relevant company (any such interest being deemed for the purpose of this
Bye-Law 101 to be a material interest in all circumstances).(v)
    
    Any proposal concerning the adoption, modification or operation of a
superannuation fund or retirement benefit scheme or stock ownership or stock
option scheme under which he may benefit and which has been approved by or
is subject to and conditional upon approval by the Revenue Commissioners for
taxation purposes.
 (c)
    
    Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more Directors
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
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Director separately and in such cases each of the Directors concerned (if
not debarred from voting under the proviso to paragraph (b) (iv) of this
Bye-Law) shall be entitled to vote (and be counted in the quorum) in respect
of each resolution except that concerning his own appointment.
 (d)
    
    If any question shall arise at any Court of Directors or any meeting of a
committee appointed by the Directors as to the materiality of a Directors
interest or as to the entitlement of any Director to vote and such question is
not resolved by his voluntarily agreeing to abstain from voting, such question
shall be referred to the Chairman of the Court of Directors or the meeting of
the committee and his ruling in relation thereto shall be final and conclusive
except in a case where the nature or extent of the interest of the Director
concerned has not been fairly disclosed.(e)
    
    The Bank may in General Court at any time suspend or relax the foregoing
provisions of this Bye-Law 103 to any extent either generally or in respect of
any particular transaction or ratify any transaction not duly authorised by
reason of a contravention of this Bye-Law 103.(f)
    
    For the purpose of this Bye-Law connected person or person connected
with a Director is defined as:
 (i)
    
    a person is connected with a Director if, but only if, he is:
 a)
    
    that Directors spouse, parent, brother, sister or child;b)
    
    a person acting in his capacity as the trustee of any trust, the
principal beneficiaries of which are the Director, his spouse, or any
of his children or any body corporate which he controls; orc)
    
    a partner of that Director;
 unless that person is also a Director of the Bank;(ii)
    
    a body corporate shall also be deemed to be connected with a Director
if it is controlled by that Director;(iii)
    
    for the purposes of this definition, a Director shall be deemed to
control a body corporate if, but only if, such Director is alone or together
with any of the persons referred to in sub-paragraphs (a), (b) or (c) of
(f)(i) above, interested in more than one-half of the equity share capital
of that body or entitled to exercise or control the exercise of more than
one-half of the voting power at any general meeting of that body in this
sub-paragraph (f)(iii) equity share capital has the same meaning as in
Section 155 of the Companies Act, 1963; and references to voting power
exercised by a Director shall include references to voting power exercised
by another body corporate which that Director controls.
 Directors may act notwithstanding a vacancy in number
 104.
    
    The continuing Directors may act notwithstanding any vacancy in their number
but, if and so long as their number is reduced below the number fixed by or pursuant
to these Bye-Laws as the necessary quorum of Directors, the continuing Directors or
Director may act for the purpose of increasing the number of Directors to that number
or of summoning a General Court but for no other purpose.
 Chairman of Court of Directors
 105.
    
    The Governor, or in his absence a Deputy Governor, shall preside as Chairman at
every Court of Directors, but if at any Court of Directors none of them is present
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within 15 minutes after the time appointed for holding the same, the Directors
present may choose one of their number to be Chairman of that Court.
 Directors Powers of Management
 106.
    
    The Directors may make such arrangements as they think fit for the management,
organisation and administration of the Bank either in the State or elsewhere. For
these purposes:
 (a)
    
    The Directors may establish any committee or committees consisting of one
or more Directors and the Directors may appoint to any such committee such
other person or persons as they think fit provided that at any time the
majority of members of any such committee shall be Directors and no resolution
of that committee shall be effective unless a majority of the members of the
committee present at the meeting are Directors.(b)
    
    The Directors may establish divisional, local or management boards to which
they may appoint any person or persons as members to be divisional directors,
local directors or management directors.(c)
    
    The Directors may appoint such executives, managers, administrative
officers, employees, advisers, attorneys or agents for such a period and on
such terms as they think fit.(d)
    
    Where the Directors consider that the advice or assistance of any person
would for any reason be beneficial to the Bank, the Directors may appoint such
person to be an advisory director.(e)
    
    The Directors may from time to time fix or vary the terms of appointment
and the appropriate remuneration of any person appointed under this Bye-Law and
may at any time revoke any such appointment or dissolve any committee or board.(f)
    
    The appointment of any person as a divisional director, management director
or advisory director shall not for any purpose constitute that person a
Director of the Bank.(g)
    
    When considering the composition of any committee to be delegated with any
powers pursuant to these Bye-Laws, the Directors may not determine that a
Government Appointee is to be regarded as ineligible (whether by provisions in
the Bye-Laws or for the purpose of the Banks compliance with any corporate
governance code) for appointment to any such committee (including any audit,
remuneration or nomination committee of the Directors) by virtue of the fact
that he or she was appointed by the Government Preference Stockholder or the
committee may have to consider any of the matters in referred to in paragraphs
1 to 7 of Bye-Law 100.
 Directors Powers of Delegation
 107.
    
    The Directors may delegate any of their powers, authorities and discretions to
any committee or board established or to any appointment made pursuant to Bye-Law 106
and to any wholly owned subsidiary of the Bank for such a period and on such terms
and conditions as the Directors may determine. The Directors may authorise any such
committee, board, appointment or subsidiary to sub-delegate any of the powers,
authorities and discretions delegated to them but any such committee, board,
appointment or subsidiary shall conform to any regulations which may from time to
time be imposed by the Directors in respect of any such delegation or sub-delegation.
The Directors may at any time vary or revoke any delegation made to any such
committee, board, appointment or subsidiary, or any regulation made in respect of
sub-delegation by any of them.
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Chairman of committee
 108.
    
    A committee may elect a Chairman of its meetings; if no such Chairman is
elected, or if at any meeting the Chairman is not present within 15 minutes after the
time appointed for holding the same, the members present may choose one of their
number to be Chairman of the meeting.
 Proceedings of committee
 109.
    
    A committee may meet and adjourn as it thinks proper. Questions arising at any
meeting shall be determined by a majority of votes of the members present, and where
there is an equality of votes, the Chairman shall have a second or casting vote.
 Acts of Directors or committees to be valid notwithstanding defect in appointment
 110.
    
    All acts done by any Court of Directors or any meeting of a committee appointed
by the Directors or by any person acting as a Director or a member of such committee
shall (as regards all persons dealing in good faith with the Bank) notwithstanding
that there was some defect in the appointment or continuance in office of any member
of the Court of Directors or of such committee or of any person acting as aforesaid
or that such member or person was disqualified or had vacated office or was not
entitled to vote be as valid as if every such person had been duly appointed and was
qualified and had continued to be a Director or a member of such committee and had
been entitled to vote.
 SECRETARY
 Appointment of Secretary
 111.
    
    The Secretary shall be appointed by the Directors for such term, at such
remuneration and upon such conditions as they may think fit; and any Secretary so
appointed may be removed by them.
 Secretary may not act in dual capacity
 112.
    
    A provision of these Bye-Laws requiring or authorising a thing to be done by or
to a Director and the Secretary shall not be satisfied by its being done by or to the
same person acting both as Director and as, or in place of, the Secretary.
 THE SEAL
 The Seal, Official Seal and local seal
 113.
    (a)
    
    The Seal shall be used only by the authority of the Directors or a committee
appointed by the Directors authorised by the Directors in that behalf and every
instrument to which the Seal shall be affixed shall be signed by a Director or by the
Secretary or by some other person appointed by the Directors for the purpose or by a
committee appointed by the Directors authorised by the Directors in that behalf.
 (b)
    
    The Bank shall have an Official Seal which shall be a facsimile of the Seal
with the addition on its face of the word Securities for the purpose of
sealing securities issued by the Bank and for sealing documents creating or
evidencing securities so issued. The Official Seal may be used only on the
authority set out in Bye-Law 113 (a) except that all instruments to which the
Official Seal shall be affixed shall be signed by the Secretary and some other
person appointed by the Directors for the purpose or by a committee appointed
by the Directors authorised by the Directors in that behalf and provided that
the system of authorising the affixing of the Official Seal to such instruments
is first approved by the Auditors all or any such signatures may be applied by
some mechanical means.
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(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 113 (a)
except that all instruments to which the local seal shall be affixed shall be
signed by two persons appointed by the Directors or a committee appointed by
the Directors authorised by the Directors in that behalf.
 DIVIDENDS AND RESERVES
 Declaration of dividends by General Court
 114.
    
    A General Court may declare dividends but no dividend shall exceed the amount
recommended by the Directors and no dividend on the Ordinary Stock may be declared
unless the dividend on the Dollar Preference Stock, the Sterling Preference Stock,
the euro Preference Stock (including the 2009 Preference Stock) and the 2005
Preference Stock most recently payable prior to the relevant General Court shall have
been paid in cash.
 Directors may pay interim dividends
 115.
    
    The Directors may from time to time pay to the members such interim dividends as
appear to the Directors to be justified by the profits of the Bank, provided that no
such interim dividend on the Ordinary Stock may be paid if the dividends on the
Dollar Preference Stock, the Sterling Preference Stock, the euro Preference Stock
(including the 2009 Preference Stock) and the 2005 Preference Stock most recently
payable prior to the date of the Directors resolution to pay such interim dividend
shall not have been paid in cash or where the payment of such interim dividend on the
Ordinary Stock would reduce the distributable reserves of the Bank to such an extent
that the Bank would, in the
opinion of the Directors, be unable to pay the next dividend due for payment on the
Dollar Preference Stock, the Sterling Preference Stock, the euro Preference Stock
(including the 2009 Preference Stock) and the 2005 Preference Stock. Where the
Directors have acted bona fide, they shall not incur any responsibility to the
holders of any stock conferring a preference which may at any time be issued for any
damage they may suffer by reason of the payment of an interim dividend on any stock
ranking after such preference stock. A resolution of the Directors declaring any
interim dividend shall (once announced) be irrevocable and shall have the same effect
in all respects as if such dividend had been declared upon the recommendation of the
Directors by a resolution of the Bank. Subject as aforesaid, if at any time the
capital stock of the Bank is divided into different classes, the Directors may pay
such interim dividends in respect of those units of capital stock of the Bank which
confer on the holders thereof deferred or nondeferred rights as well as in respect of
those units of capital stock of the Bank which confer on the holders thereof
preferential rights with regard to dividends. The Directors may also pay half-yearly
or at other suitable intervals to be settled by them any dividend which may be
payable at a fixed rate if they are of the opinion that the profits available for
distribution justify the payment.
 Dividends to be paid out of profits
 116.
    
    No dividend shall be paid otherwise than out of profits.
 Reserve funds
 117.
    (a)
    
    The Directors may, before recommending any dividends, set aside out of the
profits of the Bank such sums as they think proper as a reserve or reserves which
shall, at the discretion of the Directors be applicable for any purpose to which the
profits of the Bank may be properly applied, and pending such application may, at the
like discretion, either be employed in the business of the
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Bank or be invested in such investments as the Directors may lawfully
determine. The Directors may also, without placing the same to reserve,
carry forward any profits which they may think it prudent not to divide.
 (b)
    
    The Directors shall not set aside out of profits and carry to any reserve
fund referred to in sub-paragraph (a) of this Bye-Law or carry forward in the
manner described in sub-paragraph (a) of this Bye-Law any sum then required for
payment of the dividend payable on any Dollar Preference Stock, Sterling
Preference Stock, euro Preference Stock or the 2005 Preference Stock.(c)
    
    If at any time there shall be insufficient profits standing to the credit
of the profit and loss account of the Bank (or any other of the Banks accounts
or reserves and available for distribution) for the payment of any such
dividend, the Directors shall withdraw from any such reserve fund referred to
in sub-paragraph (a) of this Bye-Law such sums as may be required for the
payment of any such dividend (and so that the Directors shall not require the
consent of the Bank in General Court to any such withdrawal). Any sum so
withdrawn (and any profits previously carried forward pursuant to sub-paragraph
(a) of this Bye-Law but subsequently required for the payment of any such
dividend) may be applied in or towards payment of such dividends.
 Apportionment of dividends
 118.
    
    All dividends shall be declared and paid according to the amounts paid or
credited as paid on the capital stock in respect whereof the dividend is paid, but no
amount paid or credited as paid on stock in advance of calls shall be treated for the
purposes of this Bye-Law as paid thereon. All dividends shall be apportioned and paid
proportionally to the amounts paid or credited as paid on the stock during any
portion or portions of the period in respect of which the dividend is paid; but if
any stock is issued on terms providing that it shall rank for dividend as from a
particular date, such stock shall rank for dividend accordingly.
 Directors may deduct from dividends money due for calls
 119.
    
    The Directors may deduct from any dividend payable to any member all sums of
money (if any) immediately payable by him to the Bank on account of calls or
otherwise in relation to the capital stock of the Bank.
 Power to direct payment of dividends by distribution of specific profits
 120.
    
    Any General Court declaring a dividend or bonus may direct payment of such
dividend or bonus wholly or partly by the distribution of specific assets and in
particular of paid up shares, debentures or debenture stock of any other company or
in any one or more of such ways, and the Directors shall give effect to such
resolution, and where any difficulty arises in regard to such distribution, the
Directors may settle the same as they think expedient, and fix the value for
distribution of such specific assets or any part thereof and may determine that cash
payments shall be made to any members upon the footing of the value so fixed, in
order to adjust the rights of all the parties, and may vest any such specific assets
in trustees as may seem expedient to the Directors provided however that no part of
the 2009 Bonus Stock shall be paid up out of the distributable reserves of the Bank
in contravention of Bye-Law 4(F), 5(F) or 6(F).
 Scrip Dividends
 121.
    
    Subject to Bye-Laws 71(c) and 71(d), the Directors may, with the sanction of a
resolution passed at a General Court of the Bank, offer to the holders of Ordinary
Stock the right to elect to receive an allotment of additional Ordinary Stock,
credited as fully paid, instead of cash in respect of all or part of any dividend or
dividends as are specified by such resolution of the General Court or such part of
such dividend or dividends as the Directors may determine. The following provisions
shall have effect:
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(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 stock
premium account and capital redemption reserve) or profit and loss account as
the Directors may determine, a sum equal to the aggregate nominal amount of the
additional Ordinary Stock to be allotted on such basis and apply the same in
paying up in full the appropriate number of unissued Ordinary Stock for
allotment and distribution to and amongst the holders of the elected Ordinary
Stock on such basis. A resolution of the Directors capitalising any part of the
reserves or profits hereinbefore mentioned shall have the same effect as if
such capitalisation had been declared by resolution passed at a General Court
in accordance with Bye-Law 131;(e)
    
    the Directors may do all acts and things which they consider necessary or
expedient to give effect to any such offer and capitalisation, with power to
make such provisions as they think fit to ensure that no fractional
entitlements of additional Ordinary Stock become distributable, including
provisions whereby such fractional entitlements, in whole or in part, arising
in relation to any one dividend payment be expressed as a residual cash sum and
be carried over (without interest) to the next dividend payment date and added
to the relevant Stockholders cash dividend entitlement on such date. The
Directors may authorise any person on behalf of all the Ordinary Stockholders
concerned to enter
into an agreement with the Bank relating to such offer and capitalisation and
matters incidental thereto and any agreement made under
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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
 122.
    
    Any dividend, interest or other moneys payable in cash in respect of any stock
may be paid by cheque or warrant sent through the post directed to the registered
address of the holder, or, where there are joint holders, to the registered address
of that one of the
joint holders who is first named in the Register or to such person and to such
address as the holder or joint holders may in writing direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent. Any such
dividend, interest or other moneys payable in cash in respect of any stock may also
be paid by use of or through the Electronic Funds Transfer system or any other
electronic means to an account designated by the holder or joint holders as the case
may be. Any one of two or more joint holders may give effectual receipts for any
dividends, bonuses or other moneys payable in respect of the stock held by them as
joint holders.
 Dividends not to bear interest
 123.
    
    No dividend shall bear interest against the Bank.
 Unclaimed Dividends
 124.
    (a)
    
    If the Directors so resolve, any dividend which has remained unclaimed for
twelve years from the date of its declaration shall be forfeited and cease to remain
owing by the Bank. The payment by the Directors of any unclaimed
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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
 125.
    (a)
    
    The Bank shall be entitled (but not obliged) to sell at the best price
reasonably obtainable any stock of a member of the Bank or any stock to which a
person is entitled by transmission if and provided that:
 (i)
    
    for a period of twelve years no cheque or warrant sent by the Bank
through the post in a pre-paid letter, addressed to the member or to the
person entitled by transmission to the stock at his address on the Register
or to the last known address given by the member or by the person entitled
by transmission to which cheques and warrants are to be sent, has been
cashed and no communication has been received by the Bank from the member or
from the person entitled by transmission; and no communication has been
received from the member or from the person entitled by transmission to two
separate enquiries made by the Bank by means of registered post to the
member at his address on the Register or to the last known address given by
the member or person entitled by transmission (provided that during such
twelve year period at least three dividends shall have become payable in
respect of such stock);(ii)
    
    at the expiration of the said period of twelve years the Bank has given
notice of its intention to sell such stock by advertisement in a national
daily newspaper published in the State (and a national daily newspaper
published in the United Kingdom) and in a newspaper circulating in the area
in which the address referred to in sub-paragraph (a)(i) of this Bye-Law is
located;(iii)
    
    during the further period of three months after the date of the
advertisement and prior to the exercise of the power of sale the Bank has
not received any communication from the member or person entitled by
transmission; and(iv)
    
    the Bank has first given notice in writing to the relevant Stock
Exchange of its intention to sell such stock.
 (b)
    
    To give effect to any such sale the Bank may appoint any person to execute
as transferor an instrument of transfer of such stock where held in
certificated form
and such instrument of transfer shall be as effective as if it had been
executed by the member or the person entitled by transmission to such stock.
The transferee shall be entered in the Register as the holder of the stock
comprised in any such transfer and he shall not be bound to see to the
application of the purchase moneys nor shall his title to the stock be
affected by any irregularity in or invalidity of the proceedings in
reference to the sale. The Directors may authorise the conversion of stock
to be sold which is in uncertificated form into certificated form and vice
versa (so far as is consistent with the Regulations) for its transfer to, or
in accordance with the directions of, the transferee.
 (c)
    
    The Bank shall account for the net proceeds of such sale by carrying all
moneys in respect thereof to a separate account which shall be a permanent debt
of the
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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
 126.
    
    The Directors shall cause proper books of account to be kept. Proper books shall
not be deemed to be kept if there are not kept such books of account as are necessary
to give a true and fair view of the state of the Banks affairs and to explain its
transactions.
 Books of account to be kept at the Office and available for inspection of Directors
 127.
    
    The books of account shall be kept at the Office, or at such other place as the
Directors think fit, and shall at all reasonable times be open to the
inspection of the Directors.
 Members not entitled to inspect books of account except as authorised by Directors
 128.
    
    The Directors shall from time to time determine whether and to what extent and
at what times and places and under what conditions or regulations the accounts and
books of the Bank or any of them shall be open to the inspection of members, not
being Directors, and no member (not being a Director) shall have any right of
inspecting any
account or book or document of the Bank except as authorised by the Directors or by
the Bank in General Court.
 Balance sheets and profit and loss accounts, group accounts and reports to be laid before Annual
General Courts
 129.
    
    The Directors shall from time to time cause to be prepared and to be laid before the
Annual General Court such profit and loss accounts, balance sheets, group
accounts and reports as are appropriate.
 Copy of balance sheet, accounts, Directors report and Auditors report to be sent to members
 130.
    
    A copy of the balance sheet and profit and loss account and group accounts which
are to be laid before the Annual General Court together with a copy of the Directors
report and Auditors report shall, not less than 21 days before the date of the
Annual General Court be sent to every member of the Bank and other persons entitled
to receive the same. Provided if the Directors be of opinion that and shall so
resolve that for any reason it is unlikely that delivery of copies of the balance
sheet, profit and loss account and group accounts, together with copies of the
Directors report and Auditors report and any other documents can be effected on
members or any of them by post, then and in any such case the Directors may publish
the balance sheet, profit and loss account and group accounts together with the
Directors report and Auditors report and any other documents which are to be laid
before the Annual General Court, not less than twenty-one days before the date of the
Annual General Court to members whose registered addresses are within the State and
by advertisement thereof in at least one national daily newspaper in the State and to
members whose registered addresses are outside the State by advertisement thereof in
at least one London daily newspaper in respect of the United Kingdom and in the Wall
Street Journal or such other daily newspaper in respect of the United States as the
Directors shall in the circumstances consider
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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
 131.
    
    Subject to the provisions of Bye-Laws 4 (F), 5 (F) and 6 (F) a General Court
may, upon the recommendation of the Directors, resolve that any sum for the time
being standing to the credit of any of the Banks reserves (including any Stock
Premium Account) or to the credit of the Profit and Loss Account be capitalised and
be set free for distribution amongst the members who would have been entitled thereto
if distributed by way of dividend and in the same proportions on the footing that
they become entitled thereto as capital and on condition that the same be not paid in
cash but be applied either in or towards paying up any amounts for the time being
unpaid on any stock held by such members respectively, or paying up in full unissued
capital stock or debenture stock of the Bank to be allotted and distributed credited
as fully paid up to and amongst such members in the proportions aforesaid, or partly
in one way and partly in the other; and the Directors shall give effect to such
resolution. Nothing in this Bye-Law 131 shall restrict or limit a capitalisation
permitted by Bye-Law 6(I)(4) or 133.
 Method of capitalisation of reserves
 132.
    
    Whenever such resolution as aforesaid shall have been passed, the Directors
shall make all appropriations and applications of the sums so resolved to be
capitalised thereby and all allotments and issues of fully paid stock or debentures,
if any, and generally shall do all acts and things required to give effect thereto
with full power to the
Directors to make such provision as they shall think fit and also to authorise any
person to enter on behalf of all the members concerned into an agreement with the
Bank providing for the allotment to them respectively credited as fully paid up of
any further stock or debentures to which they may become entitled on such
capitalisation or, as the case may require, for the payment up by the application
thereto of their respective proportions of the sums resolved to be capitalised of the
amounts or any part of the amounts remaining unpaid on their existing stock and any
agreement made under such authority shall be effective and binding on all such
members.
 CAPITALISATIONS IN RESPECT OF THE 2009 BONUS STOCK AND THE 2009 WARRANT INSTRUMENT
 Capitalisations in respect of the 2009 Preference Stock and the 2009 Warrant Instrument
 133.
    
    The Directors shall pursuant to the Banks obligations under the 2009 Warrant
Instrument or Bye-Law 6(I)(4) (Bonus issues of Ordinary Stock) resolve that any
sum standing to the credit of any of the Banks undistributable reserves
(including any Stock Premium Account) and, subject to there being no
contravention of the provisions of Bye-Laws 4(F), 5(F) and 6(F), the reserves of
the Bank be capitalised as a new issue of Ordinary Stock to the holders of
warrants pursuant to the 2009 Warrant Instrument and/or to the holders of the
2009 Preference Stock in the proportions to which such holders are entitled
pursuant to the 2009 Warrant Instrument or Bye-Law 6(I)(4) (Bonus issues of
Ordinary Stock), such Ordinary Stock to be credited as paid up in full as
follows:
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(a)
    
    in the case of Ordinary Stock issued pursuant to the 2009 Warrant
Instrument, the following shall be credited as paid up against such Ordinary
Stock:
 (i)
    
    the monies received by the Bank on exercise of the warrants pursuant
to the 2009 Warrant Instrument; and(ii)
    
    such sum standing to the credit of the Banks reserves (including
any Stock Premium Account) as is equal to the nominal value of the
Ordinary Stock less the monies referred to in Bye-Law 133(a)(i);
 (b)
    
    in the case of the 2009 Bonus Stock, such sum standing to the credit of the
Banks reserves in the manner set out in Bye-Law 6(I)(4)(h)(i) and (ii) as is
equal to the nominal value of such Ordinary Stock,
 subject to the Bank not being prohibited by law from doing so provided however
that where the Bank has insufficient reserves to pay up in full any of the
Ordinary Stock referred to above it may be required by the holder of warrants
pursuant to the 2009 Warrant Instrument and/or 2009 Preference Stockholder, as
applicable, to issue his entitlement of such Ordinary Stock on the basis that
the Bank shall pay up the issue price of such 2009 Bonus Stock out of a portion
of the available reserves of the Bank corresponding to the percentage which
such Ordinary Stock corresponds to the total number of units of Ordinary Stock
which fall to be issued at such time and provided that such holder of warrants
and/or 2009 Preference Stockholder, as applicable, pays up the balance to be
paid up on the Ordinary Stock he requires to be issued to him. Any
capitalisation pursuant to this Bye-Law shall be deemed to be authorised by the
resolution adopting this Bye-Law.
 AUDIT
 Appointment and duties of Auditors
 134.
    
    Auditors shall be appointed and their rights and duties regulated in accordance
with the requirements of Companies legislation in force for the time being.
 NOTICES
 Service of notices
 135.
    
    A notice may be given by the Bank to any member either personally or by sending
it by post to him to his registered address or by delivering it to his registered
address. Where a notice is sent by post, service of the notice shall be deemed to be
effected by properly addressing, prepaying and posting a letter containing the
notice, and to have been effected in the case of the notice of a meeting at the
expiration of 24 hours after the letter containing the same is posted, and in any
other case at the time at which the letter would be delivered in the ordinary course
of post. Provided, if the Directors shall be of
opinion and shall so resolve that for any reason it is unlikely that delivery of a
notice to be given by the Bank to members or any of them can be effected by post,
then and in any such case the notice may be given to members whose registered
addresses are in the State by advertisement thereof published in at least one
national daily newspaper in the State or to members whose registered addresses are
outside the State by advertisement thereof published in at least one London daily
newspaper, in respect of the United Kingdom and in the Wall Street Journal or such
other daily newspaper in respect of the United States as the Directors shall in the
circumstances consider appropriate; in any such case where the notice is in respect
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of a General Court the Bank shall send confirmatory copies of the notice by
post if at least forty-eight hours prior to the General Court the posting of
notices to addresses within the State again becomes practicable.
 Notice to joint stockholders
 136.
    
    A notice may be given by the Bank to the joint holders of stock by giving the
notice to the joint holder first named in the Register in respect of the stock.
 Notice when member deceased or bankrupt
 137.
    (a)
    
    A notice addressed to any member and sent by post to or left at his
registered address in pursuance of these Bye-Laws shall, notwithstanding that such
member be then deceased or bankrupt, be deemed to have been duly served in respect of
any capital stock (whether held solely or jointly with other persons by such member)
unless and until the Bank shall have received notice in writing of his decease or
bankruptcy.
 (b)
    
    A notice may be given by the Bank to the persons entitled to capital stock
in consequence of the death or bankruptcy of a member by sending it through the
post in a pre-paid letter addressed to them by name or by the title of
Representatives of the deceased or Official Assignee in Bankruptcy or by any
like description at the address supplied for the purpose by the persons
claiming to be so entitled, or (until such an address has been so supplied) at
the registered address of such deceased or bankrupt member.(c)
    
    Service in manner aforesaid shall for all purposes be deemed a sufficient
service of such notice on all persons interested (whether jointly with or
claiming through or under such deceased or bankrupt member) in any such capital
stock.
 Persons entitled to notice
 138.
    
    Notice of every General Court shall be given in any manner hereinbefore
authorised to:
 (a)
    
    every member; and(b)
    
    every person upon whom the ownership of capital stock devolves by reason of
his being a personal representative or the Official Assignee in bankruptcy of a
member, where the member but for his death or bankruptcy would be entitled to
receive notice of the meeting.
 Provided always however that the Bank may determine that persons entitled to
receive a notice of any General Court are those persons registered on the
Register at the close of business on a day determined by the Bank. The day
determined by the Bank under this Bye-Law may not be more than seven days
before the day that the notice of the General Court is sent.It shall not be necessary to give public notice thereof at the Royal Exchange
in Dublin or otherwise.
 Service on transfer or transmission of stock
 139.
    
    Every person who becomes entitled to stock shall be bound by any notice in
respect of that stock which before his name is entered in the Register in respect of
such stock has been duly given to a person from whom he derives his title provided
the provisions of this paragraph shall not apply to any notice served under Bye-Law
60 unless no change in the beneficial ownership of the stock has occurred.
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MISCELLANEOUS
 Use of computers, etc. for certain Bank records
 140.
    
    Any register (including the Register) or other record of the Bank may be kept by
recording the matters in question otherwise than by making entries in bound books and
the power to keep any such register or other record by recording the matters in
question otherwise than by making entries in bound books includes power to keep such
register or other record or recording the matters in question otherwise than in a
legible form so long as the recording is capable of being reproduced in a legible
form. If any such register or other record of the Bank is kept by the Bank by
recording the matters in question otherwise than in legible form, any obligation
imposed on the Bank by virtue of the Charter, the Banks Act or these Bye-Laws to
allow inspection of, or to furnish a copy of, such register or other record or any
part of it shall be treated as a duty to allow inspection of, or to furnish. a
reproduction of the recording or of the relevant part of it in a legible form.
 Use of Electronic Communication
 141.
    
    (a)
    
    Notwithstanding anything to the contrary in these Bye-Laws, whenever any
person (including without limitation the Bank, a Director, the Secretary, a member or
any officer) is required or permitted to give information in writing such information
may be given or received by electronic means or in electronic form, whether as an
electronic communication or otherwise, provided, however, that where such electronic
communication has been sent to the Bank, the Bank has agreed to its receipt in such
form. The use of such electronic communication shall conform to any regulations which
may from time to time be made by the Directors. The Directors may at any time vary or
revoke any regulations made pursuant to this Bye-Law.
 (b)
    
    Where a notice, document or other communication is delivered, given or sent by
electronic means or in electronic form, whether as an electronic communication or
otherwise, it shall be treated as having been delivered, given or sent:
 (i)
    
    if delivered, given or sent by electronic mail, at the time it was sent; or(ii)
    
    if
delivered, given or sent by being made available or displayed on a website, when the
recipient received or is deemed to have received notice of the fact that the notice,
document or other information is available on the website.
 (c)
    
    Regulations made by the Directors pursuant to this Bye-Law may include measures designed
to:
 (i)
    
    ensure the security of electronic communication;(ii)
    
    establish and authenticate the
identity of the giver or recipient, as the case may be, of the information; and(iii)
    
    record the
consent of the giver or recipient of the information by electronic means or in electronic form.
 (d)
    
    For the avoidance of doubt, any giver or recipient of information who has
opted to give or receive information by electronic means or in an electronic
form may at any time, by notice given in conformity with regulations made by the
Directors, opt to give or receive the information in any one of the other forms
permitted by these Bye-Laws.(e)
    
    Without prejudice to the generality of paragraphs (a), (b), (c), (d) above, the Directors
may arrange to enable electronic communication by the Bank or any member or other person as the
case may be of;-
 (i)
    
    notices of Annual or Extraordinary General Courts;
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(ii)
    
    the appointment of a proxy;(iii)
    
    elections to receive allotments of Ordinary Stock instead of
cash in respect of dividends;(iv)
    
    the balance sheet, profit & loss account and group accounts and the
Directors and Auditors reports..
 Destruction of stock transfer forms and cancelled stock certificates
 142.
    
    Subject as hereinafter provided the Bank shall be entitled to destroy all
instruments of transfer of stock in the Bank which shall have been registered at any
time after the expiration of six years from the date of registration thereof and all
registered stock certificates and dividend mandates which have been cancelled or have
ceased to have effect at any time after the expiration of three years from the date
of cancellation or cessation thereof and all notifications of change of address after
the expiration of three years from the date of the recording thereof and it shall be
conclusively presumed in favour of the Bank that every instrument of transfer so
destroyed was a valid and effective instrument duly and properly registered and that
every stock certificate so destroyed was a valid and effective instrument duly and
properly cancelled and that every other document hereinbefore mentioned so destroyed
was a valid and effective document in accordance with the recorded particulars
thereof in the books or records of the Bank provided that:
 (i)
    
    the foregoing provisions of this Bye-Law shall apply only to the
destruction of a document in good faith and without notice of any claim
(regardless of the parties thereto) to which the document is or might be
relevant;(ii)
    
    nothing herein contained shall be construed as imposing on the Bank any
liability in respect of the destruction of such document earlier than as
aforesaid or in any case where the conditions of paragraph (i) are not
fulfilled, (or in any other circumstances which would not attach to the Bank in
the absence of this Bye-Law).
  (i)
    
    the references to the destruction of any document include references to
the disposal thereof in any manner.(ii)
    
    the references to an instrument of transfer shall be deemed to include
references to any document constituting the renunciation of an allotment of
any stock in the Bank by the allottee in favour of some other person.(iii)
    
    stock shall include capital stock or loan stock of the Bank.
 Authentication of documents
 143.
    
    Any Director or Secretary or any person appointed by the Directors for the
purpose shall have power to authenticate any documents affecting the constitution of
the Bank and any resolutions passed by the Bank or the Directors or any committee
appointed by the Directors and any books records documents and accounts relating to
the business of the Bank and to certify copies thereof or extracts therefrom as true
copies or extracts; and where any books records documents or accounts are elsewhere
than at the Office, the local Manager or other officer of the Bank having the custody
thereof shall be deemed to be a person appointed by the Directors as aforesaid.
 Declaration of secrecy
 144.
    
    Every Director, member of a committee appointed by the Directors, divisional
director, local director, advisory director, Auditor, officer or other person
employed in the business of the Bank shall, before entering upon his duties and as
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often thereafter as the Court of Directors may prescribe, sign a declaration
pledging himself to observe strict secrecy respecting all transactions of the
Bank with the customers, and the state of accounts with individuals, and in all
matters relating thereto, and shall by such declaration pledge himself not to
reveal any of the matters which may come to his knowledge in the discharge of
his duties, except when required to do so by law, or by the Court of Directors
or by the proper person to whom such matters relate and except so far as may be
necessary in order to comply with any of the provisions contained in these
Bye-Laws, and (save as aforesaid and as provided in Bye-Law 77) shall not be
required to take make or subscribe any such oath or declaration as is mentioned
in the Charter.
 Indemnity
 145.
    
    Subject to any contract with the Bank and so far as may be permitted by law, every
Director, every member of a committee appointed by the Directors and every
officer of the Bank shall be indemnified out of its funds against all costs,
charges, expenses, losses and liabilities incurred by him in the conduct of the
business of the Bank or in the discharge of his duties in good faith and
without wilful default or neglect.
 Insurance against liability of Directors and Officers
 146.
    
    The Directors shall have the power to purchase and maintain for the benefit of
any persons who are or were at any time Directors or Officers of the Bank insurance
against any liability incurred by such persons in respect of any act or omission in
the execution or discharge of their duties or in the exercise of their powers, and
the Directors shall be entitled to vote and be counted in the quorum in respect of
any resolution concerning the purchase of such insurance.
 Record dates
 147.
    
    Subject to the rights attaching to, or the terms of issue of, any stock, any
dividend on stock of any class or any distribution, allotment or issue to the holders
of any stock of any class, whether to be paid or made pursuant to a resolution of the
Bank in General Court or a resolution of the Directors or otherwise, may as specified
in such resolution be paid or made to the persons registered as the holders of stock
at the close of business on a particular date, notwithstanding that it may be a date
prior to that on which the resolution is passed and thereupon the dividend shall be
payable to them in accordance with their respective holdings so registered, but
without prejudice to the rights inter se of transferors and transferees of any such
stock in respect of such dividend. The provisions of this Bye-Law shall apply mutatis
mutandis to capitalisations to be effected in pursuance of these Bye-Laws.
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APPENDIX
 AUTHORITY TO BUY-BACK BANK STOCK
 A SPECIAL RESOLUTION
 OF
 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
 SPECIAL RESOLUTIONS
 At an Annual General Meeting of the members of the Bank, duly convened and held in The
OReilly Hall, UCD, Belfield, Dublin 4 on 8 July 2008, the following Special Resolution was
duly passed:-5
    
    To consider and if thought fit pass the following resolution as a special resolution:-
 THAT(a)
    
    the Bank and/or any subsidiary (as such expression is defined by Section 155 of
the Companies Act, 1963) of the Bank be generally authorised to make market purchases
(as defined by Section 212 of the Companies Act, 1990 (the 1990 Act)) of units of
Ordinary Stock of the Bank having a nominal value of 0.64 each on such terms and
conditions and in such manner as the Directors or, as the case may be, the directors of
such subsidiary, may from time to time determine but subject, however, to the provisions
of the 1990 Act and to the following restrictions and provisions:
 (i)
    
    The maximum number of units of Ordinary Stock authorised to be acquired pursuant
to the terms of this resolution shall, subject to the proviso hereinafter set out,
not exceed 99 million units;(ii)
    
    The minimum and maximum prices which may be paid for any such units of Ordinary
Stock shall be determined in accordance with Bye-Law 40 of the Bye-Laws of the Bank;
 (b)
    
    the Bank and/or any subsidiary (as such expression is defined by Section 155 of the
Companies Act, 1963) of the Bank be generally authorised to make market
purchases (as defined by Section 212 of the 1990 Act) of units of Non-Cumulative
Preference Stock of Stg£1 each of the Bank (the Sterling Preference Stock) and units
of Non-Cumulative Preference Stock of 1.27 each of the Bank (the euro Preference
Stock) on such terms and conditions and in such manner as the Directors or, as the case
may be, the directors of such subsidiary, may from time to time determine but subject,
however, to the provisions of the 1990 Act and to the following restrictions and
provisions:
 (i)
    
    The maximum number of units of Sterling Preference Stock authorised to be
acquired pursuant to the terms of this resolution shall, subject to the proviso
hereinafter set out, not exceed 1,876,090 units;(ii)
    
    The minimum and maximum prices which may be paid for any such units of Sterling
Preference Stock shall be determined in accordance with Bye-Law 40 of the Bye-Laws
of the Bank;(iii)
    
    The maximum number of units of euro Preference Stock authorised to be acquired
pursuant to the terms of this resolution shall, subject to the proviso hereinafter
set out, not exceed 3,026,598 units;
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(iv)
    
    The minimum and maximum prices which may be paid for any such units of euro
Preference Stock shall be determined in accordance with Bye-Law 40 of the Bye-Laws of the
Bank;
 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 7 January 2010 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..
 8 July 2008
 93