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                                                                     EXHIBIT 4.3





                              BANK OF IRELAND GROUP



                         LONG TERM INCENTIVE PLAN - 2004









      To be tabled for approval at the Annual General Court on 7 July 2004


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                                    CONTENTS

                                                                           Page

1.    DEFINITIONS AND INTERPRETATION.........................................1

2.    ELIGIBILITY............................................................2

3.    GRANT OF AWARDS........................................................2

4.    LIMITS.................................................................3

5.    ISSUE OR TRANSFER OF SHARES TO PARTICIPANTS; TERMINATION OF AWARDS.....4

6.    TAKE-OVER, RECONSTRUCTION AND WINDING - UP.............................6

7.    VARIATION OF CAPITAL...................................................7

8.    ALTERATIONS............................................................7

9.    MISCELLANEOUS..........................................................8

10.   Governing Law and Jurisdiction.........................................9

11.   termination of the plan................................................9

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1.       DEFINITIONS AND INTERPRETATION

     (1)  In this Plan, unless the context otherwise requires:

        "Accounting Period" means any period in respect of which the Bank
        prepares an annual report and financial statements;

        "Award" means a conditional right to receive Units of Stock granted
        pursuant to sub-rule (1) of Rule 3;

        "the Bank" means The Governor and Company of the Bank of Ireland;

        "Code of Conduct for Group Employees" means guidelines that specify the
        periods during which senior management of a Group Company may deal in
        Bank Stock;

        "Control" means control within the definition given by Section 432 of
        the Taxes Consolidation Act 1997;

        "the Court" means the Court of Directors of the Bank or a duly
         authorised committee thereof;

        "the Grant Date" means the date on which an Award was granted;

        "Group Company" means the Bank or any other company of which the Bank
        has Control;

        "the Group Remuneration Committee" means the group remuneration
        committee of the Court save that upon the occurrence of any of the
        corporate events described more fully in Rule 6, then the term means the
        Group Remuneration Committee of the Court as constituted immediately
        before such event occurs;

         "Internal Reorganisation" means an event contemplated by sub-rule (1)
        of Rule 6 the result of which is that the Bank will be under the Control
        of another company or the business of the Bank is carried on by another
        company and the persons who owned the shares in the Bank immediately
        before the change of Control will immediately afterwards own more than
        75% of the shares in that other company;

        "Participant" means a person who holds an Award granted under the Plan;

        "the Performance Conditions" are the performance conditions in the
        Schedule to the Plan or such other conditions as may be specified by the
        Group Remuneration Committee under sub-rule (1) of Rule 3 provided that
        any material change shall only be made following discussion with the
        Irish Association of Investment Managers;

        "the Performance Period" unless the Group Remuneration Committee
        determines otherwise on the Grant Date means the three consecutive
        Accounting Periods of which the first is the Accounting Period in which
        the Grant Date falls (or such shorter period as may be specified in
        Rules 5 or 6);

        "the Plan" means the Bank of Ireland Group Long Term Incentive Plan -
        2004 as herein set out but subject to any alterations or additions made
        under Rule 8;

        "the Trustee" means the trustee or trustees for the time being of any
        trust established for the benefit of all or most of the employees of the
        Bank and/or its subsidiaries;

        "Units of Stock" means a unit of Ordinary Stock in the capital of the
        Bank and "Units of Stock" and "Stock" and "Ordinary Stock" shall be
        construed accordingly.


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     (2)  Any reference in the Plan to any enactment includes a reference to
          that enactment as from time to time modified, extended or re-enacted.

     (3)  Where the context so permits, the singular shall include the plural
          and vice versa.

     (4)  Headings and words in italics are for guidance only and do not form
          part of the Plan.

     (5)  The attached Schedule forms part of the Plan.

2.       ELIGIBILITY

     (1)  Subject to sub-rule (2) of this Rule 2, a person is eligible to be
          granted an Award if (and only if) he or she is on the Grant Date an
          executive director, an officer or an employee of a Group Company and
          is required to devote the whole or substantially  the whole of his or
          her working time to his or her office or employment with a Group
          Company.

     (2)  A person is not eligible to be granted an Award if at the proposed
          Grant Date he or she is within  three years of his or her anticipated
          retirement date or such shorter period (being not less than six
          months) as may be specified from time to time by the guidelines issued
          by the Irish Association of Investment Managers.

3.       GRANT OF AWARDS

     (1)  Subject to sub-rule (3) of this Rule 3 and Rule 4, the Group
          Remuneration Committee may at its absolute discretion grant to any
          person who is eligible in accordance with Rule 2 an Award upon the
          terms set out in the Plan and subject to the Performance Conditions or
          such other objective conditions as the Group Remuneration Committee
          may specify on the Grant Date.

     (2)  The Group Remuneration Committee may adopt such procedures as it
          thinks fit for granting Awards, whether by issuing invitations or
          without issuing invitations.

     (3)  An Award may only be granted:

          (a)  within the period of 6 weeks beginning with:

               (i)  the date on which the Plan is adopted by the Bank at the
                    Annual General Court; or

               (ii) the dealing day next following the date on which the Bank
                    announces its results for any period; or

               (iii)the removal of any restriction imposed under statute, order
                    or regulation (including any regulation, order or
                    requirement imposed by any regulatory authority) which had
                    previously prevented the grant of an Award under
                    sub-paragraph (ii) above; or

          (b)  at any other time when the circumstances are considered by the
               Group Remuneration Committee to be sufficiently exceptional to
               justify its grant; and

          (c)  within the period of 10 years beginning with the date on which
               the Plan is adopted by the Bank.


                                     - 2 -
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     (4)  An Award:

          (a)  shall not, except on the death of a Participant, be capable of
               being transferred, assigned, charged or pledged by him or her and
               any purported transfer, assignment, charge or pledge shall cause
               the Award to lapse forthwith; and

          (b)  shall lapse forthwith if he or she is adjudged bankrupt.

     (5)  There shall be no monetary consideration for the grant of an Award.

     (6)  No Award shall confer any beneficial interest in any Unit of Stock
          prior to the Participant (or his or her  personal representatives)
          being registered as the holder of the Unit of  Stock and for the
          avoidance of doubt, no Participant shall be entitled to any dividends
          paid or other distribution made, or to exercise or direct the exercise
          of any votes or any other rights in respect of any Units of Stock by
          reference  to a record date before he or she or his or her nominee is
          registered as the holder of those Units of Stock.

     (7)  The Bank shall issue to each Participant an Award Certificate which
          shall be in such form as the Group Remuneration Committee shall from
          time to time determine. The Award Certificate shall include details
          of:

          (a)  the Grant Date in relation to the Award;

          (b)  the number of Units of Stock subject to the Award; and

          (c)  the Performance  Conditions to be satisfied as a condition of the
               vesting of the Award.

4.       LIMITS

     (1)  No person shall be granted an Award under the Plan which would, at the
          time it is granted, cause the aggregate market value of all the Units
          of Stock over which Awards have been made to him or her under the Plan
          in the same Accounting  Period to exceed 100% of his or her salary, or
          in the case of the Group Chief Executive, 150% of his or her salary;
          and for the purpose of this sub-rule, a person's salary shall be taken
          to be his or her basic salary before tax (excluding bonuses and
          benefits in kind) expressed as an annual rate, payable to him or her
          at that time by the Group Company by which he or she is employed.

     (2)  For the purposes of sub-rule (1) of this Rule 4, the market value of
          the Units of Stock over which an Award is made shall be taken to be an
          amount equal to the price of Units of Stock of the same class (as
          derived from the Official List of the Irish Stock Exchange or any
          successor to that Stock Exchange) on the Grant Date or, if higher, the
          average of the prices of Units of Stock of that class for the three
          dealing days preceding the Grant Date as derived from the Official
          List of the Irish Stock Exchange or any successor to that Stock
          Exchange.

     (3)  No Awards shall be granted which would, at the time they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of ten years ending with the date the
          awards are granted, under the Plan or under any other employees' stock
          scheme adopted by the Bank, to exceed such number as represents 10% of
          the Units of Stock of the Bank in issue at that time.

     (4)  No Awards shall be granted which would, at the time they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of ten years ending with the date the
          awards are granted, under the Plan or under any other executive stock
          scheme  adopted by the Bank, to exceed such number as represents 5% of
          the Units of Stock of the Bank in issue at that time.


                                     - 3 -
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     (5)  No Awards shall be granted which would, at the time they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of five years ending with the date the
          awards are granted under this Plan or under any other employees' stock
          scheme  adopted by the Bank, to exceed such number as represents 5% of
          the Units of Stock of the Bank in issue at that time.

     (6)  No Awards shall be granted which would, at the time they are granted,
          cause the number of Units of Stock in the Bank which shall have been
          or may be issued in the period of three years ending with the date the
          awards are granted, under this Plan or under any other employees'
          stock scheme  adopted by the Bank, to exceed such number as represents
          3% of the Units of Stock of the Bank in issue at that time.

     (7)  Where any Award or option relating to unissued Units of Stock:

          (a)  lapses pursuant to sub-rule (4) of Rule 3 or pursuant to Rules 5
               or  6, the Units of Stock concerned will be ignored when
               calculating the limits in sub-rules (3), (4), (5) and (6) of this
               Rule 4;

          (b)  is disclaimed, the Units of Stock concerned will be included when
               calculating the limits in sub-rules (3), (4), (5) and (6) of this
               Rule 4.

     (8)  Any treasury Stock transferred under the Plan shall be deemed to be
          newly issued Stock when  calculating the limits in sub-rules (3), (4),
          (5) and (6) of this Rule 4.

     (9)  Any Units of Stock in the Bank which have been  issued or which may be
          issued to the  Trustee to satisfy  the  exercise of any Award shall be
          included for the purposes of the limits set out in sub-rules (3), (4),
          (5) and (6) of this Rule 4.

5.       ISSUE OR TRANSFER OF SHARES TO PARTICIPANTS; TERMINATION OF AWARDS

     (1)  Subject to sub-rules (2), (3), (5) and (6) of this Rule 5 and Rule 6,
          the Units of Stock subject to an Award shall be issued or transferred
          to a  Participant or his or her  nominee on or as soon as reasonably
          practicable after the third anniversary of the Grant Date, but only to
          the extent the Performance Conditions have been satisfied, and to the
          extent that the  Performance Conditions are not satisfied by the last
          date on which they may be satisfied, an Award shall immediately lapse.

     (2)  Subject to sub-rule (3) of this Rule 5, if any  Participant ceases to
          be an executive director, an officer or an employee of a Group Company
          for any reason, including (without limitation) resignation, early
          retirement or dismissal, any Award held by him or her shall lapse upon
          the date of such cessation.

     (3)  If any Participant ceases to be an executive director, an officer or
          an employee of a Group Company by reason of:

          (a)  death; or

          (b)  injury, ill health or disability (each proved to the satisfaction
               of the Group Remuneration Committee); or

          (c)  redundancy within the meaning of the Redundancy Payment Acts 1967
               to 2003; or

          (d)  retirement on or after reaching contractual retirement age; or


                                     - 4 -
<PAGE>

          (e)  his or her office or employment is in a company which ceases to
               be a Group Company, or relates to a business or part of a
               business which is transferred to a company, corporation or person
               other than a Group Company; or

          (f)  any other reason the Group Remuneration Committee in its absolute
               discretion so permits,

          then the Units of Stock subject to an Award shall be issued or
          transferred to him or her, his or her nominee or his or her personal
          representatives as soon as reasonably practicable after he or she dies
          or ceases to be an executive director, officer or employee of a Group
          Company, subject to the following proviso. Unless the Group
          Remuneration Committee decides otherwise in exceptional circumstances:

                  (i)  the maximum number of Units of Stock subject to an Award
                       which may be issued or transferred shall be (rounded up
                       to the nearest whole Unit of Stock):

                       A x  B
                            -

                            N

                       where    A      =    the number of Units of Stock
                                            subject to an Award, after taking
                                            account of paragraph (ii) below,

                                B      =    the number of complete months
                                            which have elapsed at the date of
                                            death or cessation of office or
                                            employment for a reason specified in
                                            sub-rule (3)(a)-(f) of this Rule 5
                                            since the Grant Date, and

                                N      =    36, and

                    (ii) Units of Stock subject to an Award may only be issued
                         or transferred to the extent the Performance Conditions
                         have been satisfied (but measured over such period as
                         the Group Remuneration Committee may decide).

     (4)  A  Participant  shall not be treated for the purposes of sub-rules (2)
          and (3) of this Rule 5 as ceasing to be an  executive  director,  an
          officer or an employee of a Group Company until such date as he or she
          is no longer an executive director, an officer or an employee of any
          Group Company.

     (5)  No Units of Stock shall be issued or transferred unless:

          (a)  the Group Remuneration Committee considers that the issue or
               transfer of the Units of Stock would be lawful in the relevant
               jurisdiction; and

          (b)  if the Court so requires, the Participant has entered into such
               joint election under Section 431 of the Income Tax (Earnings and
               Pensions) Act 2003 of the United Kingdom with the relevant Group
               Member as required by the Court or such other form of tax
               election as required by the Court to achieve similar effect and
               in a case where a Group Company and/or the Trustee is obliged to
               (or would suffer a disadvantage if it were not to) account for
               any tax (in any jurisdiction) for which the person in question is
               liable by virtue of the issue or transfer of Units of Stock
               pursuant to an Award and/or for any social security contributions
               or similar contributions payable or assessable in respect of the
               Award (together, the "Tax Liability"), that person has either:


                                     - 5 -
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               (i)  made a payment to a Group Company and/or the Trustee of an
                    amount  at least equal to the Bank's estimate of the Tax
                    Liability; or

               (ii) entered into arrangements acceptable to that or another
                    Group Company and/or the Trustee to secure that such a
                    payment is made (whether by authorising the sale of some or
                    all of the Units of Stock on his or her behalf and the
                    payment to the relevant person of the relevant amount out of
                    the proceeds of sale or otherwise).

     (6)  The issue or transfer of any Units of Stock under the Plan pursuant to
          an Award shall be effected in the form and manner prescribed by the
          Group Remuneration Committee and shall be subject to the provisions of
          the Code of Conduct for Group Employees, or any replacement
          guidelines, in relation to transactions in securities by directors and
          relevant employees or any other regulation or enactment. Where the
          issue or transfer of Units of Stock pursuant to an Award is prohibited
          at any time, such issue or transfer shall instead take place as soon
          as reasonably practicable after it is no longer prohibited.

     (7)  All Units of Stock allotted under the Plan shall rank pari passu in
          all respects with the Units of Stock of the same class for the time
          being in issue save as regards any rights attaching to such Units of
          Stock by reference to a record date prior to the date of the
          allotment.

     (8)  If Units of Stock of the same class as those allotted under the Plan
          are listed in The Irish Stock Exchange Official List or The London
          Stock  Exchange Official List (or any successor to these exchanges),
          the Bank shall apply to the Irish Stock Exchange or the London Stock
          Exchange (or any successor to these exchanges) for any Units of Stock
          so allotted to be admitted to the appropriate list.

6.       TAKE-OVER, RECONSTRUCTION AND WINDING - UP

     (1)  Subject to sub-rule (3) of this Rule 6, if:

        (a)       any person obtains Control of the Bank as a result of making a
                  general offer to acquire Units of Stock, or having obtained
                  Control makes such an offer; or

        (b)       any proposal for the reorganisation of the capital of the Bank
                  or for the reconstruction or amalgamation of the Bank
                  involving a material change in the nature of the Stock
                  comprised in any Award becomes unconditional (and for the
                  purposes of this sub-rule) the determination of the Court of a
                  material change in the nature of Stock in any particular case
                  shall be final and conclusive; or

        (c)       an order is made for the compulsory winding up of the Bank;

                  then the Units of Stock subject to an Award shall be issued or
                  transferred to a Participant or his or her nominee as soon as
                  reasonably practicable after the first to occur of these
                  events, subject to the following proviso. Unless the Group
                  Remuneration Committee decides otherwise in exceptional
                  circumstances:

                  (i)      the maximum number of Units of Stock subject to an
                           Award which may be issued or transferred shall be
                           (rounded up to the nearest whole Unit of Stock):

                           A x  B
                                -

                                N

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<PAGE>

                  where A            =       the  number of Units of Stock
                                             subject to an Award, after taking
                                             account of paragraph (ii) below,

                               B     =       the number of complete months
                                             which have elapsed at the date of
                                             the first to occur of the events
                                             specified in sub-rule (1) above
                                             since the Grant Date, and

                              N      =        36, and

                  (ii)     Units of Stock subject to an Award may only be issued
                           or transferred to the extent the Performance
                           Conditions have been satisfied (but measured up to
                           the first to occur of the events specified in this
                           sub-rule).

     (2)  For the purposes of sub-rule (1) of this Rule 6, a person shall be
          deemed to have obtained Control of the Bank if he or she and others
          acting in concert with him or her have together obtained Control of
          it.

     (3)  Upon the occurrence of an Internal Reorganisation, an Award shall not
          vest (unless the Group Remuneration Committee, in its discretion,
          determines otherwise) but shall instead be replaced by a new award
          over shares in the company which Controls the Bank or which carries on
          the business of the Bank (as the case may be) that have an equivalent
          market value as the Stock to which the Award relates immediately prior
          to the Internal Reorganisation (such market values to be determined by
          the Group Remuneration Committee) and the Rules shall continue to
          apply to the new award mutatis mutandis to take account of this
          alteration as the Group Remuneration Committee shall reasonably
          determine.

7.       VARIATION OF CAPITAL

     (1)  In the event of any variation in the capital structure of the Bank,
          including a capitalisation issue, a rights issue, a sub-division or
          consolidation of Stock, or a reduction in capital, a demerger, a
          payment of a capital dividend, or other similar event, the Group
          Remuneration Committee may make such adjustments to the number of
          Units of Stock in respect of which any Award is subject as it
          considers appropriate.

     (2)  As soon as reasonably practicable after making any adjustment under
          sub-rule (1) of this Rule 7, the Group Remuneration Committee shall
          give notice in writing to any Participant affected by it.

8.       ALTERATIONS

     (1)  Subject to sub-rules (2), (4) and (5) of this Rule 8, the Group
          Remuneration Committee may at any time alter the Plan, or the
          Performance Conditions, or the terms of any Award granted under it.

     (2)  Subject to sub-rule (3) of this Rule 8, no alteration to the advantage
          of the  persons to whom Awards have been or may be granted may be made
          under  sub-rule (1) of this Rule 8, to Rule 2 (the eligibility of
          Participants), sub-rule (1) of  Rule 3 (mandatory performance
          conditions), sub-rule (4) of Rule 3 (the non-assignability of Awards),
          Rule 4 (the limits on individual participation and the number of Units
          of Stock which may be issued under the Plan), Rules 5 and 6 (the terms
          of exercise and the rights attaching to the Units of Stock acquired),
          Rule 7 (adjustment of Awards on a variation of capital), or this Rule,
          without the prior approval by resolution of the members of the Bank in
          general meeting.

     (3)  Sub-rule (2) of this Rule 8 shall not apply to:


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          (a)  any alteration to benefit the administration of the Plan, to take
               account of a change in legislation or to obtain or maintain
               favourable tax, exchange  control or regulatory treatment for
               Participants or any Group Company; or

          (b)  any alteration solely relating to the Performance Conditions,
               subject to sub-rule (5) of this rule 8.

     (4)  No alteration to the disadvantage of any Participant in respect of any
          Award  granted to him or her shall be made under  sub-rule (1) of this
          Rule 8 unless:

          (a)  the Group Remuneration Committee shall have invited every
               relevant Participant to give an indication as to whether or not
               he or she approved the alteration, and

          (b)  the alteration is approved by a majority of those Participants
               who have given such an indication.

     (5)  No alteration which solely relates to the Performance Conditions shall
          be made unless:

          (a)  an event has occurred which has caused the Group Remuneration
               Committee, following discussion with the Irish  Association of
               Investment Managers, reasonably to consider that the Performance
               Conditions would not, without the alteration, achieve  their
               original purpose; and

          (b)  the altered Performance Conditions are in the view of the Group
               Remuneration Committee no more difficult to satisfy than the
               original Performance Conditions were intended to be when granted;
               and

          (c)  the Group Remuneration Committee shall act fairly and reasonably
               in making the alteration.

     (6)  As soon as reasonably practicable after making any alteration  under
          this Rule 8, the Group Remuneration Committee  shall give  notice in
          writing to any Participant affected by it.

9.       MISCELLANEOUS

     (1)  The rights and obligations of any individual under the terms of his or
          her office or employment with any Group Company shall not be affected
          by his or her  participation in the Plan or any right which he or she
          may have to participate in it.

     (2)  If a  Participant shall cease for any reason to be in the office or
          employment of a Group Company, he or she shall not be entitled, by way
          of compensation for loss of office or otherwise howsoever,  to any sum
          or any benefit to compensate  him or her for the loss of any right or
          benefit accrued or in prospect under the Plan.

     (3)  In the event of any dispute or disagreement  as to the  interpretation
          of the Plan, or as to any question or right arising from or related to
          this Plan, the decision of the Group  Remuneration  Committee ratified
          by the Court shall be final and binding upon all persons.

     (4)  Any notice or other  communication under or in  connection  with this
          Plan may be given by personal delivery or by post, in the case of a
          company to its registered  office, and in the case of an individual to
          his or her last known address, or, where he or she is a  director,
          officer or an employee of a Group  Company, either to his or her last
          known address, or to the address of the place of business at which he
          or she performs the whole or substantially  the whole of the duties of
          his or her office of employment or in an electronic communication  to
          an address for the time being notified for that purpose to the person
          giving the notice.


                                     - 8 -
<PAGE>

     (5)  No benefit received by a Participant under the Plan shall be
          pensionable.

     (6)  All cost, charges and expenses (including any capital or stamp duties)
          incurred in introducing and administering the Plan shall be borne by
          the Group Companies as determined by the Group Remuneration Committee.

     (7)  Any stamp duty chargeable on the instruments of transfer  entered into
          pursuant to each Award shall be borne by the relevant Group Company in
          respect of Participants employed by it.

     (8)  A  Participating Company may provide money to the Trustee or to any
          other person to enable that person to acquire Stock to be held for the
          purposes of the Plan, or enter into any  guarantee or indemnity for
          these purposes, to the extent permitted by law.

10.  Governing Law and Jurisdiction

     (1)  This Plan and all Awards granted under it shall be governed and
          construed in accordance with Irish law and the Courts of Ireland shall
          have exclusive jurisdiction to hear any dispute.

11.  Termination of the Plan

     (1)  The Plan shall terminate on the tenth anniversary of the date on which
          it is approved by the stockholders of the Bank in general court or at
          any earlier time by the passing of a resolution by the Court.
          Termination of the Plan shall be without prejudice to the subsisting
          rights of Participants.


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<PAGE>


                                    SCHEDULE

                             PERFORMANCE CONDITIONS

1.   Except where specified otherwise in Rules 5 and 6 of the Plan, Units of
     Stock subject to an Award may only be issued or transferred to a
     Participant to the extent the conditions set out in paragraphs 3 and 4
     below are satisfied.

2.   For the purposes of this Schedule:

          (i)  the "Comparator Companies" are Abbey National, Alliance &
               Leicester, Allied Irish Bank, Anglo Irish Bank, Banco Popular
               Espanol, Barclays, Bradford & Bingley, BNP Paribas, Den Danske
               Bank, HBOS, Irish Life & Permanent, KBC, Lloyds TSB Group,
               Northern Rock, Royal Bank of Scotland Group, Svenska
               Handelsbanken and Unicredito Italiano;

          (ii) words and expressions  used in this Schedule have the same
               meanings as they have in Rule 1 of the Plan.

3.         (i) The total shareholder return of the Bank and each of the
               Comparator Companies specified in paragraph 2(i) of this schedule
               over the relevant Performance Period shall be computed, using
               data provided by Bloomberg, by comparing their average total
               shareholder return over the period of three months preceding the
               beginning of the relevant Performance Period with their average
               total shareholder return over the period of three months
               preceding the end of the relevant Performance Period, provided
               that where Bloomberg is unable to provide the necessary
               information, the Group Remuneration Committee may rely upon such
               other sources of information as it considers appropriate.

          (ii) The Comparator Companies shall be ranked by the resulting total
               shareholder return figures, with the company with the highest
               figure having the highest ranking.

         (iii) The percentage of the Units of Stock subject to an Award which
               may be issued or transferred pursuant to this condition depends
               upon the Bank's total shareholder return relative to the
               Comparator Companies, as follows:


<TABLE>

                                          <C>                                                <C>

                            --------------------------------------- ---------------------------------------------
                             The Bank's total shareholder return      % of Units of Stock subject to an Award
                                 performance relative to the             which may be issued or transferred
                                     Comparator Companies

                            --------------------------------------- ---------------------------------------------
                             Equal to or better than the company                        100%
                                        ranked second

                            --------------------------------------- ---------------------------------------------
                                Between the company ranked             Greater than 35% and less than 100% (Pro
                                 median and the company ranked          rata based on the Bank's performance
                                        second                          relative to the Comparator Companies

                            --------------------------------------- ---------------------------------------------
                                     Equal to the median                                35%

                            --------------------------------------- ---------------------------------------------
                                         Below median                                   Nil
                            --------------------------------------- ---------------------------------------------
</TABLE>


                    Where awards exceed one times salary, the maximum level of
                    vesting at TSR median will be 35% of a participant's salary
                    at the date of grant with straight-line vesting from that
                    point.


                                     - 10 -
<PAGE>

4.   Notwithstanding the provisions of paragraph (3) of this schedule, but
     subject to Rules 5 and 6 of the Plan, no Units of Stock subject to an Award
     may be issued or transferred in respect of a Performance Period unless the
     Bank's annual return on equity over that Performance Period is an average
     of at least 20% per annum.

5.   Subject to sub-rule (5) of Rule 8 of the Plan, the Group Remuneration
     Committee may make such adjustments to the conditions in this Schedule as
     it considers appropriate to take account of:

     (a)  any increase or variation in the share capital of the Bank;

     (b)  any change to the calculation of total shareholder return;

     (c)  any change to the Accounting Standards adopted by the Bank;

     (d)  the occurrence of an event specified in Rules 5 and 6 of the Plan;

     (e)  a takeover, merger, reconstruction, or winding up of any of the
          Comparator Companies; or

     (f)  any other factors which are in the opinion of the Group Remuneration
          Committee relevant.


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