case: 11-5310 document: 35 page: 1 02/02/2012 …no. 11-cv-00955 (pgg), hon. paul g. gardephe, judge...

11-5310

IN THE UNITED STATES COURT OF APPEALS

FOR THE SECOND CIRCUIT

FIR TREE CAPITAL OPPORTUNITY MASTER FUND, LP AND

FIR TREE VALUE MASTER FUND, LP Plaintiffs-Appellants,

v.

ANGLO IRISH BANK CORPORATION LIMITED (F/K/A ANGLO IRISH BANK CORPORATION PLC),

Defendant-Appellee.

ON APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

No. 11-CV-00955 (PGG), Hon. Paul G. Gardephe, Judge Presiding

JOINT APPENDIX

Volume 1 of 10 (pp. JA-1 to JA-300)

Case: 11-5310 Document: 35 Page: 1 02/02/2012 516612 312

Paul M. Smith Patrick J. Trostle JENNER & BLOCK LLP 919 Third Avenue New York, NY 10022 (212) 891-1600 Michael T. Brody Andrew J. Olejnik JENNER & BLOCK LLP 353 North Clark Street Chicago, IL 60654 (312) 222-9350 Attorneys for Plaintiffs-Appellants Fir Tree Capital Opportunity Master Fund, LP and Fir Tree Value Master Fund, LP

Walter B. Stuart Gabrielle L. Gould Patrick D. Oh FRESHFIELDS BRUCKHAUS DERINGER US LLP 601 Lexington Avenue, 31st Floor New York, NY 10022 (212) 230-4650 Attorneys for Defendant-Appellee Anglo Irish Bank Corporation Limited (f/k/a Anglo Irish Bank Corporation PLC)


i

INDEX

Court Documents

VOLUME 1 OF 10

Docket Entries for Fir Tree Capital Opportunity Master Fund, LP et al. v. Anglo Irish Bank Corporation Limited (f/k/a Anglo Irish Bank Corporation PLC), No. 11-CV-00955-PGG (S.D.N.Y) ......................... JA- 1

Complaint, dated February 14, 2011 [docket entry 1] ...................................... JA-12

Exhibit A – Anglo Irish Bank Corporation plc Note Purchase Agreement, dated

September 28, 2005 ................................................................................. JA-28 Exhibit B – Anglo Irish Bank Corporation plc Subordinated Note, Series A, due

September 29, 2015 ............................................................................... JA-129 Exhibit C – Anglo Irish Bank Corporation plc Subordinated Note, Series B, due

September 29, 2017 ............................................................................... JA-132 Exhibit D – Credit Institutions (Stabilisation) Act 2010 ........................................... JA-135 Exhibit E – Direction Order Issued by the High Court of Ireland, dated February

8, 2011 ................................................................................................... JA-204 Exhibit F – February 11, 2011 Ratings Action: Moody's downgrades

unguaranteed senior unsecured debt of Irish banks ............................. JA-211 Exhibit G – Anglo Irish Bank Interim Report for Period Ending June 30, 2010 ..... JA-216


ii

VOLUME 2 OF 10

Declaration of Brian A. Meyer, dated February 14, 2011 [docket entry 9] ... JA-301

Declaration of James A. Bradley, with exhibits, dated February 22, 2011 [docket entry 15] ................................................................................... JA-309

Exhibit 1 to Declaration – Financial Times article, Ireland first in eurozone to hit recession,

dated September 25, 2008 ..................................................................... JA-326

Exhibit 2 to Declaration – Minister for Finance of Ireland press release, Government Decision to

Safeguard Irish Banking System, dated September 30, 2008 ................ JA-328 Exhibit 3 to Declaration – Credit Institutions (Financial Support) Scheme 2008 ........................... JA-330 Exhibit 4 to Declaration – Irish Department of Finance's Pre-Budget Outlook, Office of

Government Publications, Dublin, dated November 2009.................... JA-355

Exhibit 5 to Declaration – International Monetary Fund's Ireland: 2009 Article IV Consultation-

Staff Report, dated June 2009 ................................................................ JA-391 Exhibit 6 to Declaration – Economic and Social Research Institute article, Permanent TSB/ESRI

House Price Index - Quarter 4 2010 Figures, dated January 2011 ...... JA-442

Exhibit 7 to Declaration – National Asset Management Agency Act 2009 .................................... JA-446


iii

VOLUME 3 OF 10

[Continued] Exhibit 7 to Declaration – National Asset Management Agency Act 2009 .................................... JA-601

Exhibit 8 to Declaration – European Commission Communiqué No. (2010) 1155, Brussels, dated

February 26, 2010 .................................................................................. JA-614

Exhibit 9 to Declaration – Economic and Social Research Institute's Quarterly Economic Update,

dated Autumn 2010................................................................................ JA-654

Exhibit 10 to Declaration – Department of Finance press release, Information Note on Ireland 's

Reported 2009 General Government Deficit, dated April 22, 2010 ..... JA-740

Exhibit 11 to Declaration – Financial Statement of the Minister for Finance, Mr. Brian Lenihan,

T.D., dated December 9, 2009 ............................................................... JA-742

Exhibit 12 to Declaration – Financial Times article, Europe signs up to Irish rescue, dated

November 21, 2010 ............................................................................... JA-765

Exhibit 13 to Declaration – Financial Times article, Ministers sign off on €85bn Ireland deal,

dated November 28, 2010 ...................................................................... JA-768

Exhibit 14 to Declaration – Anglo Irish Bank Corporation Act 2009 ............................................... JA-771

Exhibit 15 to Declaration – Department of Finance press release, Publication of Anglo Irish Bank

Accounts for the Six Months to 31st March 2009 - Statement of the Minister for Finance, Brian Lenihan TD, dated May 29, 2009 ............ JA-805

Exhibit 16 to Declaration – Affidavit of Ann Nolan in Support of Application by the Minister for

Finance for a Direction Order in Relation to Anglo Irish Bank Corporation Limited, dated February 7, 2011 ....................................... JA-808


iv

Exhibit 17 to Declaration – National Asset Management Agency publication, The National Asset

Management Agency: A Brief Guide, dated March 30, 2010 ................ JA-849

Exhibit 18 to Declaration – Sunday Tribune article, In NAMA, the Irish government is playing a

risky strategy with taxpayers' money, dated September 27, 2009 ......... JA-853

Exhibit 19 to Declaration – Note Purchase Agreement ..................................................................... JA-856

VOLUME 4 OF 10

[Continued] Exhibit 19 to Declaration – Note Purchase Agreement ..................................................................... JA-901 Exhibit 20 to Declaration – National Treasury Management Agency publication, Credit

Institutions (Eligible Liabilities Guarantee) Scheme 2009 - Frequently Asked Questions, dated November 19, 2010 ......................................... JA-957

Exhibit 21 to Declaration – Minister's Statement on Banking, dated September 30, 2010 ............... JA-965

Exhibit 22 to Declaration – Exchange Offer Memorandum issued by Anglo Irish Bank

Corporation Limited, dated October 21, 2010....................................... JA-970

Exhibit 23 to Declaration – Credit Institutions (Stabilisation) Act 2010 ......................................... JA-1000 Exhibit 24 to Declaration – Direction Order Issued by the High Court of Ireland, dated February

8, 2011, 2011 No. 28 MCA ................................................................. JA-1069 Exhibit 25 to Declaration – European Commission Communication on the Return to Viability and

the Assessment of Restructuring Measures in the Financial Sector in the Current Crisis Under the State Aid Rules, dated August 19, 2009 JA-1076


v

Exhibit 26 to Declaration – Anglo Irish Bank Interim Report for Period Ending June 30, 2010 ... JA-1084 Exhibit 27 to Declaration – INBS December 31, 2009 audited financial statements ...................... JA-1169

VOLUME 5 OF 10

[Continued] Exhibit 27 to Declaration – INBS December 31, 2009 audited financial statements ...................... JA-1201

Supplemental Declaration of Brian A. Meyer, with exhibits, dated March 9, 2011 [docket entry 26] ........................................................................ JA-1298

Exhibit A to Supplemental Declaration – Note Purchase Agreement ................................................................... JA-1309

Exhibit B to Supplemental Declaration – Anglo Irish Bank Corporation plc Subordinated Note, Series A, due

September 29, 2015 ............................................................................. JA-1410 Exhibit C to Supplemental Declaration – Anglo Irish Bank Corporation plc Subordinated Note, Series B, due

September 29, 2017 ............................................................................. JA-1413 Exhibit D to Supplemental Declaration – Credit Institutions (Stabilisation) Act 2010 ......................................... JA-1416

Exhibit E to Supplemental Declaration – Direction Order Issued by the High Court of Ireland, dated February

8, 2011, 2011 No. 28 MCA ................................................................. JA-1485 Exhibit F to Supplemental Declaration – February 11, 2011 Ratings Action: Moody's downgrades

unguaranteed senior unsecured debt of Irish banks ........................... JA-1490

Exhibit G to Supplemental Declaration – Anglo Irish Bank Interim Report for Period Ending June 30, 2010 ... JA-1495


vi

VOLUME 6 OF 10

[Continued] Exhibit G to Supplemental Declaration – Anglo Irish Bank Interim Report for Period Ending June 30, 2010 ... JA-1501

Exhibit H to Supplemental Declaration – Allied Irish Bank press release, dated February 24, 2011 ................... JA-1580

Exhibit I to Supplemental Declaration – Anglo Irish Bank Results of Meeting – 2017 Notes Meeting ............. JA-1585

Exhibit J to Supplemental Declaration – Anglo Irish Bank Results of Meetings – 2014 Notes Meeting and

2016 Notes Second Meeting ................................................................ JA-1591

Exhibit K to Supplemental Declaration – Transfer Order Issued by the High Court of Ireland, dated February

24, 2011, 2011 No. 28 MCA ............................................................... JA-1598

Exhibit L to Supplemental Declaration – Anglo Irish Bank Corporation Limited Unaudited Financial

Information for the year ended December 31, 2010 ........................... JA-1654

Exhibit M to Supplemental Declaration – Credit Where Credit is Due, Fine Gael’s Banking Strategy ............... JA-1659

Exhibit N to Supplemental Declaration – Independent.ie article, Anglo seeks valuation of US assets, dated

March 9, 2011 ...................................................................................... JA-1674

Exhibit O to Supplemental Declaration – Directive 2001/24/EC of the European Parliament and of the Council

of 4 April 2001 ..................................................................................... JA-1676

Exhibit P to Supplemental Declaration – Affidavit of Ann Nolan in Support of Application by the Minister for

Finance for a Direction Order in Relation to Anglo Irish Bank Corporation Limited, dated February 7, 2011 ..................................... JA-1686

Exhibit Q to Supplemental Declaration – NAMA Business Plan, June 30, 2010 ................................................. JA-1727


vii

Exhibit R to Supplemental Declaration – Anglo Irish Bank March 31, 2010 Press Release ................................ JA-1779

Supplemental Declaration of James A. Bradley, with exhibits, dated March 16, 2011 [docket entry 31] .................................................................. JA-1783

Exhibit 28 to Supplemental Declaration – Anglo Irish's press release concerning the Transfer Order.................. JA-1791

Exhibit 29 to Supplemental Declaration – Anglo Irish Bank Corporation Limited Unaudited Financial

Information for the year ended December 31, 2010 ........................... JA-1795 Exhibit 30 to Supplemental Declaration – Statement of Common Purpose ........................................................... JA-1800

VOLUME 7 OF 10

[Continued] Exhibit 30 to Supplemental Declaration – Statement of Common Purpose ........................................................... JA-1801

Amended Complaint, dated March 9, 2011 [docket entry 34] ..................... JA-1865

District Court Order, dated July 26, 2011 [docket entry 39] ........................ JA-1884

Second Supplemental Declaration of James A. Bradley, with exhibits, dated July 29, 2011 [docket entry 40] .......................................................... JA-1888

Exhibit 31 to Declaration – Order Issued by the High Court of Ireland, dated July 1, 2011, 2011

No. 29 MCA ........................................................................................ JA-1891

Exhibit 32 to Declaration – Affidavit of John Moran in the Matter of an Application by the

Minister for Finance for a Transfer Order in Relation to Irish Nationwide Building Society Pursuant to Section 34 of the Credit Institutions (Stabilisation) Act 2010, dated June 29, 2011.................. JA-1911

Exhibit 33 to Declaration – 2011-2014 National Recovery Plan for Ireland ................................... JA-1953


viii

Exhibit 34 to Declaration – EU/IMF Programme of Financial Support for Ireland dated December

16, 2010 ............................................................................................... JA-2094

VOLUME 8 OF 10

[Continued] Exhibit 34 to Declaration – EU/IMF Programme of Financial Support for Ireland dated December

16, 2010 ............................................................................................... JA-2101 Exhibit 35 to Declaration – Irish Nationwide Building Society Annual Report & Accounts

2010 ..................................................................................................... JA-2139

Exhibit 36 to Declaration – Anglo Irish Bank Annual Report & Accounts 2010 ........................... JA-2280

VOLUME 9 OF 10

[Continued] Exhibit 36 to Declaration – Anglo Irish Bank Annual Report & Accounts 2010 ........................... JA-2401

Exhibit 37 to Declaration – Central Bank of Ireland press release, Central Bank Publishes Results

of Anglo Irish Bank and Irish Nationwide Building Society Loan Loss Assessments, dated May 31, 2011 ....................................................... JA-2461

Exhibit 38 to Declaration – Addendum to the Financial Measures Programme Report, published

on March 31, 2011 ............................................................................... JA-2464

Memorandum Opinion & Order, dated November 28, 2011 [docket entry 51] ................................................................................. JA-2479

Clerk’s Judgment, dated November 29, 2011 [docket entry 52] .................. JA-2519

Second Supplemental Declaration of Brian A. Meyer, with exhibits, dated June 20, 2011 [included in docket entry 53 as Exhibit 18] ................ JA-2520


ix

Exhibit 1 to Second Supplemental Declaration – The Wall Street Journal article, Fund Buys Mark Hotel Loan, dated

March 18, 2011 .................................................................................... JA-2525

Exhibit 2 to Second Supplemental Declaration – The Real Deal Magazine article, Feldman’s HFZ and Acro finalize

$80M deal for Setai, dated April 5, 2011 ............................................ JA-2528

Exhibit 3 to Second Supplemental Declaration – Anglo Irish Bank’s 2010 Annual Report & Accounts ........................ JA-2530

VOLUME 10 OF 10

[Continued] Exhibit 3 to Second Supplemental Declaration – Anglo Irish Bank’s 2010 Annual Report & Accounts ........................ JA-2701

Exhibit 4 to Second Supplemental Declaration – The Irish Times article, Eastdil to sell Anglo’s US loan book, dated

June 8, 2011 ......................................................................................... JA-2711

Exhibit 5 to Second Supplemental Declaration – The Irish Times article, Anglo to use FTI as adviser on sale of US

loan book, dated June 14, 2011 ........................................................... JA-2714

Exhibit 6 to Second Supplemental Declaration – The Post.ie, article, Anglo to pick bidders for US loan portfolio as

market revives, dated June 12, 2011 ................................................... JA-2717

Exhibit 7 to Second Supplemental Declaration – The Post.ie, article, Noonan to signal quick sale of Anglo Irish US

loan book, dated June 12, 2011 ........................................................... JA-2720

Exhibit 8 to Second Supplemental Declaration – RTÉ.ie article, Finance Minister meets investors in New York,

dated June 13, 2011 ............................................................................. JA-2723

Exhibit 9 to Second Supplemental Declaration – The Wall Street Journal article, Anglo Irish Close to Sale of U.S.

Portfolio, dated June 10, 2011 ............................................................. JA-2725


x

Exhibit 10 to Second Supplemental Declaration – Anglo Irish Bank press release, dated March 31, 2011 ....................... JA-2728

Exhibit 11 to Second Supplemental Declaration – Independent.ie article, Anglo executives to take majority of top

positions in merged entity, dated April 12, 2011 ................................ JA-2732

Exhibit 12 to Second Supplemental Declaration – The Irish Times article, INBS mortgages of €2bn to be run down or

sold off, dated April 12, 2011 .............................................................. JA-2735

Exhibit 13 to Second Supplemental Declaration – The Irish Times article, Anglo turns into no name bank as signs

dismantled, dated April 21, 2011 ......................................................... JA-2738

Exhibit 14 to Second Supplemental Declaration – The Irish Times article, Anglo getting ready to pick new name, dated

June 7, 2011 ......................................................................................... JA-2741

Exhibit 15 to Second Supplemental Declaration – The Irish Times article, Anglo and INBS set deadline date for merger,

dated June 16, 2011 ............................................................................. JA-2744

Notice of Appeal, dated December 21, 2011 [docket entry 54] .................... JA-2747

Transcripts

Transcript of Proceedings, March 2, 2011 [docket entry 33] ....................... JA-2749

Transcript of Proceedings, August 1, 2011 [docket entry 45] ...................... JA-2781


U.S. District Court Southern District of New York (Foley Square)

CIVIL DOCKET FOR CASE #: 1:11-cv-00955-PGG

CLOSED, APPEAL, ECF

Fir Tree Capital Opportunity Master Fund, LP et al v. Anglo Irish Bank Corporation Limited Assigned to: Judge Paul G. Gardephe Cause: 28:1330 Breach of Contract

Date Filed: 02/15/2011 Date Terminated: 11/29/2011 Jury Demand: None Nature of Suit: 190 Contract: Other Jurisdiction: Federal Question

Plaintiff

Fir Tree Capital Opportunity Master Fund, LP

represented by Alixandra Eleis Smith Jenner & Block LLP (NYC ) 919 Third Avenue, 37th Floor New York, NY 10022 (212)-891-1695 Fax: (212)-909-0868 Email: [email protected] ATTORNEY TO BE NOTICED Brian Jason Fischer Jenner & Block LLP (NYC ) 919 Third Avenue, 37th Floor New York, NY 10022 (212) 891-1629 Fax: (212) 891-1699 Email: [email protected] ATTORNEY TO BE NOTICED Michael T. Brody Jenner & Block LLP (Chicago) 353 N. Clark Street Chicago, IL 60654 (312) 923-2711 Fax: (312) 840-7711 Email: [email protected] PRO HAC VICE ATTORNEY TO BE NOTICED Patrick J. Trostle Jenner & Block LLP 919 Third Avenue, 37th Floor New York, NY 10022 (212) 891-1665 Fax: (212) 909-0835 ATTORNEY TO BE NOTICED

Page 1 of 11SDNY CM/ECF Version 4.2

1/24/2012https://ecf.nysd.uscourts.gov/cgi-bin/DktRpt.pl?79489816806464-L_452_0-1JA-1


Paul March Smith Jenner & Block, LLP (DC) 1099 New York Avenue, N.W. Suite 900 Washington, DC 20001-4412 (202) 639-6000 Fax: 202 661-4948 Email: [email protected] ATTORNEY TO BE NOTICED Timothy J. Chorvat Jenner & Block LLP 353 N. Clark Street Chicago, IL 60654 (312) 923-2994 Fax: (312) 840-7394 Email: [email protected] PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff

Fir Tree Value Master Fund, LP represented by Alixandra Eleis Smith (See above for address) ATTORNEY TO BE NOTICED Brian Jason Fischer (See above for address) ATTORNEY TO BE NOTICED Michael T. Brody (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED Patrick J. Trostle (See above for address) ATTORNEY TO BE NOTICED Paul March Smith (See above for address) ATTORNEY TO BE NOTICED Timothy J. Chorvat (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

V.

Defendant




Anglo Irish Bank Corporation Limited formerly known as Anglo Irish Bank Corporation Plc

represented by Walter B. Stuart , IV Freshfields Bruckhaus Deringer LLP 601 Lexington Avenue New York, NY 10022 (212) 277-4000 Fax: (212) 277-4001 Email: [email protected] LEAD ATTORNEY ATTORNEY TO BE NOTICED Gabrielle Lisa Gould Freshfields Bruckhaus Deringer LLP 520 Madison Ave., 34th Floor New York, NY 10022 (212) 277-4000 Fax: (212) 277-4001 Email: [email protected] ATTORNEY TO BE NOTICED Patrick Dongjune Oh Freshfields Bruckhaus Deringer LLP 601 Lexington Avenue New York, NY 10022 (212)-277-4000 Fax: (212)-277-4001 Email: [email protected] ATTORNEY TO BE NOTICED

Date Filed # Docket Text

02/14/2011 1 COMPLAINT against Anglo Irish Bank Corporation Limited. (Filing Fee $ 350.00, Receipt Number 928954)Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Attachments: # 1 Exhibit, # 2 Exhibit, # 3 Exhibit, # 4 Exhibit, # 5 Exhibit, # 6 Exhibit, # 7 Exhibit, # 8 Exhibit, # 9 Exhibit)(rdz) (Entered: 02/15/2011)

02/14/2011 SUMMONS ISSUED as to Anglo Irish Bank Corporation Limited. (rdz) (Entered: 02/15/2011)

02/14/2011 Magistrate Judge Ronald L. Ellis is so designated. (rdz) (Entered: 02/15/2011)

02/14/2011 Case Designated ECF. (rdz) (Entered: 02/15/2011)

02/14/2011 2 RULE 7.1 CORPORATE DISCLOSURE STATEMENT. Identifying Camellia Partners, LLC as Corporate Parent. Document filed by Fir Tree Capital Opportunity Master Fund, LP.(rdz) (Entered: 02/15/2011)

02/14/2011 3 RULE 7.1 CORPORATE DISCLOSURE STATEMENT. Identifying Fir Tree, L.L.C. as Corporate Parent. Document filed by Fir Tree Value Master Fund, LP.(rdz) (Entered: 02/15/2011)




02/14/2011 4 ORDER TO SHOW CAUSE FOR PRELIMINARY INJUNCTION AND TEMPORARY RESTRAINING ORDER: It is hereby ordered that defendant Anglo Irish Bank Corporation Limited show cause on 3/2/2011 at 12:30 PM before Judge Paul G. Gardephe, in courtroom 6B, why an order should not be entered pursuant to FRCP granting preliminary injunction, as set forth in this Order. Show Cause Response due by 2/21/2011. Reply papers due 2/23/2011. (Signed by Judge Paul G. Gardephe on 2/14/2011) (jpo) Modified on 2/15/2011 (jpo). (Entered: 02/15/2011)

02/15/2011 Set Deadlines/Hearings: Replies due by 2/23/2011. (jpo) (Entered: 02/15/2011)

02/17/2011 5 AFFIDAVIT OF SERVICE of Summons and Complaint,. Anglo Irish Bank Corporation Limited served on 2/14/2011, answer due 3/7/2011. Service was accepted by Julia Marrone, Managing Agent. Document filed by Fir Tree Capital Opportunity Master Fund, LP; Fir Tree Value Master Fund, LP. (Smith, Alixandra) (Entered: 02/17/2011)

02/17/2011 6 AFFIDAVIT OF SERVICE of Order to Show Cause for Preliminary Injunction and Temporary Restraining Order served on Anglo Irish Bank on 2/15/2011. Service was accepted by Aaron Lazovik, Managing Agent. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Smith, Alixandra) (Entered: 02/17/2011)

02/18/2011 7 ENDORSED LETTER addressed to Judge Paul G. Gardephe from Walter B. Stuart dated 2/18/2011 re: Date by which defendants will submit its opposition to plaintiff's Motion for a Preliminary Injunction will be extended to 2/22, and plaintiff's reply date will be extended to 2/24. ENDORSEMENT: Briefing will proceed on the scheduled indicated above. (Responses due by 2/22/2011, Replies due by 2/24/2011.) (Signed by Judge Paul G. Gardephe on 2/18/2011) (jar) (Entered: 02/18/2011)

02/24/2011 8 MEMORANDUM OF LAW in Support re: 4 Order to Show Cause,. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Trostle, Patrick) (Entered: 02/24/2011)

02/24/2011 9 DECLARATION of Brian A. Meyer in Support re: 8 Memorandum of Law in Support. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Trostle, Patrick) (Entered: 02/24/2011)

02/24/2011 10 REPLY MEMORANDUM OF LAW in Support re: 8 Memorandum of Law in Support. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Attachments: # 1 Exhibits)(Trostle, Patrick) (Entered: 02/24/2011)

02/24/2011 18 MOTION for Timothy J. Chorvat to Appear Pro Hac Vice. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP.(mbe) (Entered: 03/01/2011)

02/25/2011 11 NOTICE OF APPEARANCE by Walter B. Stuart, IV on behalf of Anglo Irish Bank Corporation Limited (Stuart, Walter) (Entered: 02/25/2011)

02/25/2011 12 NOTICE OF APPEARANCE by Gabrielle Lisa Gould on behalf of Anglo Irish Bank Corporation Limited (Gould, Gabrielle) (Entered: 02/25/2011)




02/25/2011 13 RULE 7.1 CORPORATE DISCLOSURE STATEMENT. No Corporate Parent. Document filed by Anglo Irish Bank Corporation Limited.(Gould, Gabrielle) (Entered: 02/25/2011)

02/25/2011 14 MEMORANDUM OF LAW in Opposition re: 4 Order to Show Cause, for Temporary Restraining Order and Preliminary Injunction. Document filed by Anglo Irish Bank Corporation Limited. (Stuart, Walter) (Entered: 02/25/2011)

02/25/2011 15 DECLARATION of James A. Bradley in Opposition re: 4 Order to Show Cause,. Document filed by Anglo Irish Bank Corporation Limited. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6, # 7 Exhibit 7, # 8 Exhibit 8, # 9 Exhibit 9, # 10 Exhibit 10, # 11 Exhibit 11, # 12 Exhibit 12, # 13 Exhibit 13, # 14 Exhibit 14, # 15 Exhibit 15, # 16 Exhibit 16, # 17 Exhibit 17, # 18 Exhibit 18, # 19 Exhibit 19, # 20 Exhibit 20, # 21 Exhibit 21, # 22 Exhibit 22, # 23 Exhibit 23, # 24 Exhibit 24, # 25 Exhibit 25, # 26 Exhibit 26, # 27 Exhibit 27)(Stuart, Walter) (Entered: 02/25/2011)

02/25/2011 16 CERTIFICATE OF SERVICE of Memorandum of Law and Declaration of James A. Bradley with Exhibits in Opposition to Order to Show Cause served on Patrick J. Trostle, Alixandra E. Smith and Brian J. Fischer on 2/22/11. Document filed by Anglo Irish Bank Corporation Limited. (Gould, Gabrielle) (Entered: 02/25/2011)

02/25/2011 17 NOTICE OF APPEARANCE by Patrick Dongjune Oh on behalf of Anglo Irish Bank Corporation Limited (Oh, Patrick) (Entered: 02/25/2011)

03/01/2011 19 CERTIFICATE OF SERVICE of Plaintiffs' Reply Memorandum in Support of Motion for Temporary Restraining Order and Preliminary Injunction with Exhibits served on Walter Stuart, Esq. on 2/24/11 and 2/25/11. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Fischer, Brian) (Entered: 03/01/2011)

03/01/2011 20 NOTICE OF CHANGE OF ADDRESS by Walter B. Stuart, IV on behalf of Anglo Irish Bank Corporation Limited. New Address: Freshfields Bruckhaus Deringer US LLP, 520 Madison Avenue, 34th Floor, New York, New York, USA 10022, 212-277-4000. (Stuart, Walter) (Entered: 03/01/2011)

03/02/2011 21 ORDER granting 18 Motion for Timothy J. Chorvat to Appear Pro Hac Vice on behalf of Plaintiffs. (Signed by Judge Paul G. Gardephe on 3/2/11) (djc) (Entered: 03/02/2011)

03/02/2011 Minute Entry for proceedings held before Judge Paul G. Gardephe: Show Cause Hearing held on 3/2/2011. (Court Reporter Pamela Utter) (mr) (Entered: 03/02/2011)

03/03/2011 22 ORDER: Supplemental briefing will proceed in accordance with the following schedule: Plaintiffs' supplemental brief will be served by March 9, 2011; Defendant's supplemental brief will be served by March 16, 2011. (Signed by Judge Paul G. Gardephe on 3/2/2011) (jpo) (Entered: 03/03/2011)

03/08/2011 23 STIPULATION AND ORDER: The time for defendant to answer, move, or otherwise respond to the Complaint in this action shall be adjourned until the




Court finally resolves plaintiffs' motion for a preliminary injunction. (Signed by Judge Paul G. Gardephe on 3/7/2011) (jpo) (Entered: 03/08/2011)

03/08/2011 24 ORDER GRANTING MOTION FOR ADMISSION PRO HAC VICE: It is hereby ORDERED that the Motion for Admission Pro Hac Vice of Timothy J. Chorvat, Esq. is GRANTED and Timothy J. Chorvat, Esq. is admitted to the Bar of this Court pro hac vice as counsel for Plaintiffs in this matter. (Signed by Judge Paul G. Gardephe on 3/7/2011) (jpo) (Entered: 03/08/2011)

03/09/2011 25 SUPPLEMENTAL MEMORANDUM OF LAW in Support re: 4 Order to Show Cause,. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Smith, Paul) (Entered: 03/09/2011)

03/09/2011 26 DECLARATION of Brian A. Meyer in Support re: 4 Order to Show Cause,. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Attachments: # 1 Exhibit Pt. 1, # 2 Exhibit Pt. 2, # 3 Exhibit Pt. 3, # 4 Exhibit Pt. 4, # 5 Exhibit Pt. 5, # 6 Exhibit Pt. 6, # 7 Exhibit Pt. 7, # 8 Exhibit Pt. 8, # 9 Exhibit Pt. 9, # 10 Exhibit Pt. 10, # 11 Exhibit Pt. 11, # 12 Exhibit Pt. 12)(Smith, Paul) (Entered: 03/09/2011)

03/11/2011 CASHIERS OFFICE REMARK on 18 Motion to Appear Pro Hac Vice in the amount of $25.00, paid on 02/24/2011, Receipt Number 930294. (jd) (Entered: 03/11/2011)

03/11/2011 27 NOTICE OF APPEARANCE by Paul March Smith on behalf of Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP (Smith, Paul) (Entered: 03/11/2011)

03/11/2011 28 CERTIFICATE OF SERVICE of Plaintiffs' Supplemental Memorandum in Support of Request for Preliminary Injunction, Supplemental Declaration of Brian A. Meyer w/ Exhibits and the Amended Complaint served on Walter Stuart, Esq., Freshfields Bruckhaus Deringer US LLP on 3/9/11 and 3/10/11. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Genn, Elisabeth) (Entered: 03/11/2011)

03/11/2011 29 AFFIDAVIT OF SERVICE of Amended Complaint served on Anglo Irish Bank Corporation Limited on 3/10/11. Service was accepted by Julia Marrone, Managing Agent. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Genn, Elisabeth) (Entered: 03/11/2011)

03/16/2011 30 SUPPLEMENTAL MEMORANDUM OF LAW in Opposition to Plaintiffs' Motion for Temporary Restraining Order and Preliminary Injunction. Document filed by Anglo Irish Bank Corporation Limited. (Stuart, Walter) (Entered: 03/16/2011)

03/16/2011 31 DECLARATION of James A. Bradley in Opposition re: 4 Order to Show Cause,. Document filed by Anglo Irish Bank Corporation Limited. (Attachments: # 1 Exhibit 28, # 2 Exhibit 29, # 3 Exhibit 30)(Stuart, Walter) (Entered: 03/16/2011)

03/18/2011 33 TRANSCRIPT of proceedings held on 3/2/2011 before Judge Paul G. Gardephe. (ab) (Entered: 03/25/2011)




03/21/2011 32 STIPULATION AND ORDER: It is hereby stipulated and agreed, by and between the undersigned attorneys for plaintiff and defendant that: The time for defendant to answer, move, or otherwise respond to the Amended Complaint in this action shall be adjourned until the Court finally resolves plaintiffs' motion for preliminary injunction. Upon resolution of the Injunction Motion, the parties shall meet in good faith and agree upon a date by when defendant shall answer, move, or otherwise respond to the Amended Complaint in this action, if such response is necessary. So Ordered (Signed by Judge Paul G. Gardephe on 3/18/2011) (js) (Entered: 03/21/2011)

04/08/2011 34 AMENDED COMPLAINT amending 1 Complaint, against Anglo Irish Bank Corporation Limited.Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. Related document: 1 Complaint, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP.(ama) (Entered: 04/08/2011)

06/21/2011 35 ORDER: Defendant Anglo Irish Bank Corporation Limited is directed to respond to Plaintiffs' June 20, 2011 letter by Wednesday, June 22, 2011 at 5 p.m. (Signed by Judge Paul G. Gardephe on 6/20/2011) (tro) (Entered: 06/21/2011)

06/27/2011 36 NOTICE OF CHANGE OF ADDRESS by Walter B. Stuart, IV on behalf of Anglo Irish Bank Corporation Limited. New Address: Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New York, New York, USA 10022, 212-277-4000. (Stuart, Walter) (Entered: 06/27/2011)

06/27/2011 37 NOTICE OF CHANGE OF ADDRESS by Gabrielle Lisa Gould on behalf of Anglo Irish Bank Corporation Limited. New Address: Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New York, New York`, USA 10022, 212-277-4000. (Gould, Gabrielle) (Entered: 06/27/2011)

06/27/2011 38 NOTICE OF CHANGE OF ADDRESS by Patrick Dongjune Oh on behalf of Anglo Irish Bank Corporation Limited. New Address: Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New York, New York, USA 10022, 212-277-4000. (Oh, Patrick) (Entered: 06/27/2011)

07/26/2011 39 ORDER: Plaintiff Fir Tree Capital Opportunity Master Funds, LP and Fir Tree Value Master Funds, LP have requested "an evidentiary hearing on the merits of Plaintiffs' preliminary injunction motion. The hearing will take place on 8/1/2011 at 10:00 a.m. in courtroom 6B, United States Courthouse, 500 Pearl Street, New York, New York. ( Evidentiary Hearing set for 8/1/2011 at 10:00 AM in Courtroom 6B, 500 Pearl Street, New York, NY 10007 before Judge Paul G. Gardephe.) (Signed by Judge Paul G. Gardephe on 7/26/2011) (mbe) (Entered: 07/26/2011)

07/28/2011 42 MOTION for Michael T. Brody to Appear Pro Hac Vice. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP.(pgu) (Entered: 08/01/2011)

07/29/2011 40 DECLARATION of James A. Bradley (Second Supplemental Declaration of James A. Bradley in Opposition to Plaintiffs' Motion for Temporary Restraining Order and Preliminary Injunction) in Opposition re: 4 Order to Show Cause,. Document filed by Anglo Irish Bank Corporation Limited.




(Attachments: # 1 Exhibit 31, # 2 Exhibit 32, # 3 Exhibit 33, # 4 Exhibit 34, # 5 Exhibit 35, # 6 Exhibit 36, # 7 Exhibit 37, # 8 Exhibit 38)(Stuart, Walter) (Entered: 07/29/2011)

08/01/2011 41 ORDER GRANTING MOTION FOR ADMISSION PRO HAC VICE. Attorney Michael T. Brody for Fir Tree Capital Opportunity Master Fund, LP,Michael T. Brody for Fir Tree Value Master Fund, LP admitted Pro Hac Vice. (Signed by Judge Paul G. Gardephe on 8/1/11/) (cd) (Entered: 08/01/2011)

08/01/2011 Minute Entry for proceedings held before Judge Paul G. Gardephe: Show Cause Hearing held on 8/1/2011. (Court Reporter Bill Richards) (mr) (Entered: 08/01/2011)

08/02/2011 43 ORDER: After consultation with the parties at the August 1, 2011 hearing, briefing on whether the "commercial activity" exception of the Foreign Sovereign Immunities Act applies will proceed in accordance with the following schedule: Plaintiffs' supplemental brief will be served by August 8, 2011. Defendant's supplemental brief will be served by August 15, 2011. Plaintiffs' reply brief will be served by August 18, 2011. (Signed by Judge Paul G. Gardephe on 8/1/2011) (mro) (Entered: 08/02/2011)

08/08/2011 44 NOTICE OF APPEARANCE by Michael T. Brody on behalf of Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP (Brody, Michael) (Entered: 08/08/2011)

08/08/2011 CASHIERS OFFICE REMARK on 42 Motion to Appear Pro Hac Vice in the amount of $200.00, paid on 07/28/2011, Receipt Number 1012759. (jd) (Entered: 08/08/2011)

08/11/2011 45 TRANSCRIPT of Proceedings re: HEARING held on 8/1/2011 before Judge Paul G. Gardephe. Court Reporter/Transcriber: William Richards, (212) 805-0300. Transcript may be viewed at the court public terminal or purchased through the Court Reporter/Transcriber before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER. Redaction Request due 9/5/2011. Redacted Transcript Deadline set for 9/15/2011. Release of Transcript Restriction set for 11/14/2011.(McGuirk, Kelly) (Entered: 08/11/2011)

08/11/2011 46 NOTICE OF FILING OF OFFICIAL TRANSCRIPT Notice is hereby given that an official transcript of a HEARING proceeding held on 8/1/11 has been filed by the court reporter/transcriber in the above-captioned matter. The parties have seven (7) calendar days to file with the court a Notice of Intent to Request Redaction of this transcript. If no such Notice is filed, the transcript may be made remotely electronically available to the public without redaction after 90 calendar days...(McGuirk, Kelly) (Entered: 08/11/2011)

08/18/2011 47 SUPPLEMENTAL MEMORANDUM OF LAW in Support re: 43 Order,, / Plaintiffs' Second Supplemental Memorandum in Support of Request for Preliminary Injunction. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Smith, Paul) (Entered: 08/18/2011)




08/18/2011 48 SUPPLEMENTAL REPLY MEMORANDUM OF LAW in Support re: 43 Order,, / Plaintiffs' Supplemental Reply Memorandum in Support of Request for Preliminary Injunction. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Smith, Paul) (Entered: 08/18/2011)

08/18/2011 49 SUPPLEMENTAL MEMORANDUM OF LAW in Opposition re: 43 Order,, (Defendant's Second Supplemental Memorandum of Law in Opposition to Plaintiffs' Motion for Preliminary Injunction). Document filed by Anglo Irish Bank Corporation Limited. (Stuart, Walter) (Entered: 08/18/2011)

09/19/2011 ***DELETED DOCUMENT. Deleted document number 50 REPORT AND RECOMMENDATIONS. The document was incorrectly filed in this case. (rdz) (Entered: 09/19/2011)

09/20/2011 50 ORDER GRANTING MOTION FOR ADMISSION PRO HAC VICE 42 Motion for Michael T. Brody to Appear Pro Hac Vice as counsel for the Plaintiff. (Signed by Judge Paul G. Gardephe on 9/20/2011) (ab) (Entered: 09/20/2011)

11/28/2011 51 MEMORANDUM OPINION & ORDER:#101084 For the reasons stated above, Defendant is a "foreign state" within the meaning of the FSIA. Plaintiffs have not demonstrated that Ireland has waived sovereign immunity for purposes of this action or that any exception to sovereign immunity is applicable. Accordingly, this action is dismissed for lack of subject matter jurisdiction and Plaintiffs' motion for a preliminary injunction is denied as moot. The Clerk of the Court is directed to terminate the motion and to close this case.. (Signed by Judge Paul G. Gardephe on 11/28/2011) (cd) Modified on 12/5/2011 (jab). (Entered: 11/28/2011)

11/28/2011 Transmission to Judgments and Orders Clerk. Transmitted re: 51 Memorandum & Opinion, to the Judgments and Orders Clerk. (cd) (Entered: 11/28/2011)

11/29/2011 52 CLERK'S JUDGMENT That for the reasons stated in the Court's Memorandum Opinion and Order dated November 28, 2011, this action is dismissed for lack of subject matter jurisdiction and Plaintiffs' motion for a preliminary injunction is denied as moot; accordingly, the case is closed. (Signed by Clerk of Court Ruby Krajick on 11/29/11) (Attachments: # 1 notice of right to appeal)(ml) (Entered: 11/29/2011)

12/20/2011 53 Letter addressed to Judge Paul G. Gardephe from Paul M. Smith dated 12/8/2011 re: Plaintiffs write in accordance with the Court's Individual Practice Rules 1(A) and 3(c) the parties should, within 10 days of closure of the case, make a written request to the Court to preserve Items for the record on appeal, enclosed with this letter is a list identifying additional documents that should be included in the record. This list identifies letters of counsel and documents that were never electronically filed in accordance with Your Individual Practices. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. (Exhibits 1 and 18 attached)(js) (Entered: 12/20/2011)

12/21/2011 54 NOTICE OF APPEAL from 52 Clerk's Judgment, 51 Memorandum &




Opinion. Document filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP. Filing fee $ 455.00, receipt number 465401025101. Form C and Form D are due within 14 days to the Court of Appeals, Second Circuit. (tp) (Entered: 12/22/2011)

12/22/2011 Transmission of Notice of Appeal and Certified Copy of Docket Sheet to US Court of Appeals re: 54 Notice of Appeal. (tp) (Entered: 12/22/2011)

12/22/2011 Appeal Record Sent to USCA (Electronic File). Certified Indexed record on Appeal Electronic Files for 47 Memorandum of Law in Support, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 25 Memorandum of Law in Support filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 19 Certificate of Service Other, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 43 Order, 35 Order, 30 Memorandum of Law in Opposition filed by Anglo Irish Bank Corporation Limited, 5 Affidavit of Service Complaints, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 24 Order Admitting Attorney Pro Hac Vice, 34 Amended Complaint, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 14 Memorandum of Law in Opposition filed by Anglo Irish Bank Corporation Limited, 32 Stipulation and Order, Set Deadlines/Hearings, 41 Order Admitting Attorney Pro Hac Vice, 40 Declaration in Opposition, filed by Anglo Irish Bank Corporation Limited, 45 Transcript, 13 Rule 7.1 Corporate Disclosure Statement filed by Anglo Irish Bank Corporation Limited, 28 Certificate of Service Other, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 52 Clerk's Judgment, 9 Declaration in Support filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 37 Notice of Change of Address filed by Anglo Irish Bank Corporation Limited, 26 Declaration in Support, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 17 Notice of Appearance filed by Anglo Irish Bank Corporation Limited, 2 Rule 7.1 Corporate Disclosure Statement filed by Fir Tree Capital Opportunity Master Fund, LP, 23 Stipulation and Order, Set Deadlines/Hearings, 16 Certificate of Service Other, filed by Anglo Irish Bank Corporation Limited, 12 Notice of Appearance filed by Anglo Irish Bank Corporation Limited, 29 Affidavit of Service Other, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 20 Notice of Change of Address filed by Anglo Irish Bank Corporation Limited, 22 Order, 44 Notice of Appearance filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 51 Memorandum & Opinion, 8 Memorandum of Law in Support filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 54 Notice of Appeal, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 11 Notice of Appearance filed by Anglo Irish Bank Corporation Limited, 42 MOTION for Michael T. Brody to Appear Pro Hac Vice filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 18 MOTION for Timothy J. Chorvat to Appear Pro Hac Vice filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 10 Reply Memorandum of Law in Support filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 48 Reply Memorandum of Law in Support, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir




Tree Value Master Fund, LP, 39 Order, Set Deadlines/Hearings, 36 Notice of Change of Address filed by Anglo Irish Bank Corporation Limited, 21 Order on Motion to Appear Pro Hac Vice, 50 Order on Motion to Appear Pro Hac Vice, 15 Declaration in Opposition, filed by Anglo Irish Bank Corporation Limited, 38 Notice of Change of Address filed by Anglo Irish Bank Corporation Limited, 7 Endorsed Letter, Set Deadlines/Hearings, 6 Affidavit of Service Other, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 4 Order to Show Cause, 49 Memorandum of Law in Opposition, filed by Anglo Irish Bank Corporation Limited, 31 Declaration in Opposition filed by Anglo Irish Bank Corporation Limited, 46 Notice of Filing Transcript, 3 Rule 7.1 Corporate Disclosure Statement filed by Fir Tree Value Master Fund, LP, 1 Complaint, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP, 27 Notice of Appearance filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP were transmitted to the U.S. Court of Appeals. (tp) (Entered: 12/22/2011)

12/28/2011 55 First Supplemental ROA Sent to USCA (Index). Notice that the Supplemental Index to the record on Appeal for 54 Notice of Appeal, filed by Fir Tree Capital Opportunity Master Fund, LP, Fir Tree Value Master Fund, LP USCA Case Number 11-5310, 3 Copies of the index, Certified Supplemental Clerk Certificate and Certified Docket Sheet were transmitted to the U.S. Court of Appeals. (nd) (nd). (Entered: 12/29/2011)

PACER Service Center Transaction Receipt

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Case 1:11-cv-00955-PGG Document 1 Filed 02/14/11 Page 1 of 16

UNITED STATES DISTRICT COURT


FIR TREE CAPITAL OPPORTUNITY MASTER FUND, LP and FIR TREE V ALUE MASTER FUND, LP,

Plaintiffs, v.

ANGLO IRISH BANK CORPORATION LIMITED (f/k/a ANGLO IRISH BANK CORPORATION PLC)

Defendant.

Plaintiffs Fir Tree Capital Opportunity Master Fund, LP and Fir Tree Value Master Fund,

LP (together, the "Noteholders") for their complaint against Anglo Irish Bank Corporation

Limited (f/k/a Anglo Irish Bank Corporation pIc) ("Anglo Irish Bank" or "Bank") hereby state as

follows:

NATURE OF THIS ACTION ()

1. The Noteholders are the sole owners and holders of two series of notes (the

"Notes") issued in the United States by Anglo Irish Bank. The Notes are governed by a Note

Purchase Agreement dated as of September 28,2005 (the "Note Purchase Agreement" or the

"Agreement"). By their express terms, the Notes are governed by New York law and are

payable in the City and State of New York. The Notes and the Agreement entitle the

Noteholders to receive regular payments of principal and interest from Anglo Irish Bank, set

forth certain covenants by which the Bank must abide, and provide the Noteholders with legal

and equitable rights and remedies - including the right to seek redress in New York federal or

state court - in the event that the Bank fails to honor its obligations. The Notes have an

aggregate principal amount of US $200,000,000.

JA-12




Plaintiffs, v.


Defendant.




follows:

NATURE OF THIS ACTION














Plaintiffs, v.


Defendant.




follows:

NATURE OF THIS ACTION













2. In September 2008, the Irish government guaranteed all of Anglo Irish Bank's

liabilities. The government then injected additional capital into the Bank and, by January 2009,

became the sole shareholder of the Bank.

3. Thereafter, Anglo Irish Bank began to liquidate its assets at steep discounts.

Among other things, the Bank (at the government's direction) sold €35 billion of loans to a

special purpose vehicle comprised of the government and three other Irish banks. Anglo Irish

Bank received just €13 billion in return-a 62% discount-thereby greatly reducing the assets

available to pay creditors such as the Noteholders. These distressed sales compounded the

Bank's troubles. The Irish government then announced that it would pass special legislation to

wipe out much of the Bank's debt, regardless whether such legislation would cause the Bank to

violate its contractual obligations.

4. In December 2010, the Irish government proposed and within a matter of days

enacted the Credit Institutions (Stabilisation) Act 2010 (the "Act"). The Act gives the Irish

Minister for Finance (the "Minister") sweeping powers over Anglo Irish Bank and its creditors

irrespective whether those creditors are in Ireland or hold notes issued in, payable in, or

governed by the laws of, Ireland. Under the Act, the Minister may obtain ex parte "direction

orders" from the High Court of Ireland requiring Anglo Irish Bank to take "any action,"

including selling its assets and liabilities. The Minister also may obtain ex parte "subordinated

liabilities orders" that purport to eliminate any and all rights of subordinated creditors such as the

Noteholders; entry of such an order would further preclude the Noteholders from instituting any

judicial or administrative proceedings against the Bank.

5. On February 8, 2011, following an ex parte application by the Minister under the

Act, the High Court ofIreland issued a direction order (the "February 8 Order") with respect to

Anglo Irish Bank. The February 8 Order directs the Bank to take immediate steps to conduct an

auction of certain assets and deposits. The February 8 Order also directs the Bank to reduce its

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net lending to customers, to formulate a detailed plan to close offices and dispose of its wealth

management business, and to transfer remaining eligible loan assets to a special purpose vehicle.

Finally, the February 8 Order directs Anglo Irish Bank to prepare a detailed plan to acquire or

merge with Irish Nationwide Building Society ("INBS"), another distressed Irish bank.

6. On February 11,2011, Moody's Investors Service downgraded the credit rating of

both the Bank's and INBS's debt to "junk" status. Thus, after Anglo Irish Bank sells its assets, it

will unite with another credit-risky bank, thereby imperiling the Noteholders' ability to recover.

7. The effect ofthe transfers, auction, and acquisition or merger will be to leave

behind an undercapitalized entity with inadequate resources to pay the Bank's and INBS's debts,

such as those owed to the Noteholders.

8. Anglo Irish Bank's asset sales and the pending merger with INBS plainly and

brazenly violate the Bank's covenants in the Note Purchase Agreement. In Section 9.3 ofthe

Agreement, the Bank covenanted that it would refrain from consolidating with or merging into

any entity unless that entity was solvent and agreed to assume all liabilities under the

Agreement-yet INBS is not an investment-grade institution, and there is no assurance that it

will assume the Bank's liabilities as required by the Note Purchase Agreement.

9. Anglo Irish Bank also covenanted that it would not sell or "otherwise dispose of

its assets as an entirety or substantially as an entirety" to any entity, again unless that entity was

solvent and agreed to assume all liabilities under the Agreement. Nothing in the February 8

Order, however, requires Anglo Irish Bank to comply with Section 9.3 of the Agreement; upon

information and belief, purchasers or transferees of the Bank's assets, including the Irish

government's special purpose vehicle, have not agreed to assume the Bank's liabilities under the

Agreement.

10. Accordingly, the Noteholders bring this action to enforce their contractual and

equitable rights under the Agreement, as provided for in New York law.

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Agreement.



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Agreement.



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11. First, the Noteholders seek a declaratory judgment that New York law applies to

the Agreement and Notes issued thereunder.

12. Second, in accordance with Section 11.3 of the Agreement, the Noteholders

request specific performance of Anglo Irish Bank's contractual covenants, including the Bank's

commitment not to sell its assets or merge with another entity unless that entity is solvent and

assumes the Bank's obligations to the Noteholders.

13. Third, the Noteholders request an injunction enjoining Anglo Irish Bank from

transferring any of its United States assets out of the country, so that the Noteholders can obtain

meaningful relief under the Agreement and from this Court. As of June 30, 2010, Anglo Irish

Bank reported having €1 0.7 billion of assets in the United States; the Noteholders seek an

injunction as to less than 2% of that amount to protect payments due on the Notes.

14. Finally, the Noteholders seek the appointment of a receiver under the New York

Debtor and Creditor Law to take charge of Anglo Irish Bank's assets located in the United

States, thus ensuring compliance with both the Agreement and any injunctive relief this Court

may grant.

THE PARTIES

15. Plaintiff Fir Tree Capital Opportunity Master Fund, LP is a Cayman exempted

limited partnership, with its headquarters in Grand Cayman, Cayman Islands.

16. Plaintiff Fir Tree Value Master Fund, LP is a Cayman exempted limited

partnership, with its headquarters in Grand Cayman, Cayman Islands.

17. Defendant Anglo Irish Bank is a company incorporated under the laws of the

Republic of Ireland. On January 21,2009, the Republic of Ireland enacted the Anglo Irish Bank

Corporation Act 2009, which facilitated the transfer of all shares in the Bank to the Irish Minister

for Finance (or his nominee). As a result, the Republic of Ireland, or a political subdivision

thereof, owns 100% of the shares of Anglo Irish Bank. Also on January 21,2009, the Bank was

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may grant.

THE PARTIES










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may grant.

THE PARTIES










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re-registered as a private limited company. Anglo Irish Bank transacts business within the State

of New York and this District through offices located at 222 East 41st Street, New York, New

York 10017, and 265 Franklin Street, Boston, Massachusetts 02110. Under the Agreement, the

Bank irrevocably appointed and designated as its duly authorized agent for the acceptance of

service of legal process CT Corporation, 111 8th Avenue, New York, New York 10011. Upon

information and belief, the Bank engages in substantial business activities in the United States,

mostly through its commercial real estate lending practice, corporate treasury service practice,

and loans it extended to United States borrowers. As of June 30, 2010, the Bank reported having

€1 0.7 billion of assets in the United States in outstanding U.S.-based customer loans and

advances.

JURISDICTION AND VENUE

18. This Court has subject-matter jurisdiction over this matter pursuant to 28 U.S.c.

§ 1330 because Anglo Irish Bank is a foreign state as defined in 28 U.S.C. § 1603(a) and because

Anglo Irish Bank is not entitled to immunity either under 28 U.S.C. §§ 1605-1607 or any

applicable international agreement. The Republic of Ireland owns 100% of Anglo Irish Bank's

shares.

19. Pursuant to 28 U.S.C. § 1330 and § 1608(a), this Court has personal jurisdiction

over Anglo Irish Bank because the Noteholders served a copy of the summons and complaint in

accordance with the special arrangements for service set forth in Section 19.5 of the Agreement.

In the alternative, this Court has personal jurisdiction over the Bank because the Bank has

transacted business and engaged in commercial activity within the State of New York and this

District and is licensed to do business in the State of New York by the State of New York

Banking Department.

20. Venue is proper in this Court pursuant to 28 U.S.C. § 1391 because a substantial

part of the events or omissions giving rise to this action occurred in this District, and Anglo Irish

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advances.






shares.







Banking Department.



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advances.






shares.







Banking Department.



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Bank is doing business and is subject to personal jurisdiction in this District at the time this

action is commenced. In addition, in Section 19.5 of the Agreement, Anglo Irish Bank

consented to this Court's jurisdiction and agreed to waive any objections to venue lying in this

Court.

THE FACTS

A. Terms of the Note Purchase Agreement and Notes

21. The Noteholders are the sole owners and holders ofthe Notes. The Notes bear

interest payable in accordance with their terms and Section 1.3 of the Agreement. The Notes

were issued in the United States and require all payments to be made in the City and State of

New York. Copies of the Agreement (Exhibit A) and the form Notes (Exhibits B and C) are

attached hereto.

22. Both the Agreement and the Notes expressly provide for the application of New

York law. In Section 19.7 ofthe Agreement, Anglo Irish Bank agreed that "[the] Agreement and

the Notes shall be governed by and construed in accordance with the laws of the State of New

York." The last sentence ofthe Notes states, "[t]his Note shall be governed by and construed in

accordance with the laws of the State of New York." In addition, Anglo Irish Bank consented to

this Court's jurisdiction and, under Section 19.5 of the Agreement, Anglo Irish Bank agreed that

any suit arising out of the Agreement could "be brought in the courts ofthe State of New York or

the United States District Court for the Southern District of New York." Anglo Irish Bank

further agreed to waive any objections to venue lying in this Court.

23. The terms of the Agreement and the Notes obligate Anglo Irish Bank to pay

principal, premium (if any), and interest on the Notes. Similarly, Section 9.1 of the Agreement

states that Anglo Irish Bank "will duly and punctually pay the principal of and interest and

premium, if any, on the Notes in accordance with the terms of the Notes and this Agreement."

Section 11.2 of the Agreement provides that a default occurs if Anglo Irish Bank fails to make

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Court.

THE FACTS






attached hereto.















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Court.

THE FACTS






attached hereto.















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due and punctual payment of principal, premium (if any), and interest, "whatever the reason and

whether it shall be voluntary or involuntary or by operation oflaw or otherwise." Section 12.3

of the Agreement states that nothing contained in the Agreement or the Notes "is intended to or

shall (i) impair, as between the Bank and the holders of the Notes, the obligation of the Bank

which is unconditional and absolute, to pay to the holder of the Notes the principal of and the

premium, if any, and interest on the Notes as and when the same shall become due and payable

in accordance with their terms and the terms of this Agreement. ... "

24. The Agreement contains a series of covenants. Of particular relevance here,

under Section 9.3 of the Agreement, Anglo Irish Bank covenanted that it will neither

(a) "consolidate with or merge into" any corporation or entity, nor (b) "sell, lease or otherwise

dispose of its assets as an entirety or substantially as an entirety" to any corporation or entity

unless (x) the surviving entity is solvent (the "Solvency Condition"); (y) the surviving entity

agrees to assume all liabilities related to the Notes (the "Assumption Condition"); and (z) Anglo

Irish Bank "causes to be delivered to each holder of Notes an opinion of independent counsel

reasonably satisfactory to the Holders of at least 51 % in aggregate principal amount of the Notes,

to the effect that the agreements or instruments effecting such assumption are enforceable in

accordance with their terms and comply with the terms [of Section 9.3]" (the "Opinion of

Counsel Condition").

25. Section 11.3 of the Agreement sets forth the rights afforded to a holder of any

Note if a "Default" or an "Event of Default" (as those terms are defined in the Agreement) or

other breach or violation of the Agreement or the Notes has occurred or is continuing.

Specifically, a holder of any Note "may proceed to protect and enforce its rights, either by suit in

equity or by action at law, or both, whether for the specific performance of any covenant or

agreement contained in this Agreement or in aid of the exercise of any power granted in this

Agreement." A holder of any Note may also "proceed to enforce the payment of all sums then

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due and owing upon such Note or to enforce any other legal or equitable right (whether now

existing or hereafter arising), of the holder of such Note .... "

B. Republic of Ireland's Ownership of Anglo Irish Bank





Among other things, the Bank (at the government's direction) sold €35 billion ofloans to a


Bank received just €13 billion in retuffi-a 62% discount-thereby greatly reducing the assets



wipe out much of the Bank's debt, regardless whether such legislation would violate the Bank's

contractual obligations.

28. On September 30,2010, the Irish Minister for Finance issued a statement on

banking and specifically addressed Anglo Irish Bank. The Minister stated an intention to split

Anglo Irish Bank in early 2011 and expressed the opinion that Anglo Irish Bank's subordinated

debtholders should share the burden of Anglo Irish Bank's losses and "make a significant

contribution towards meeting the costs of Anglo."

C. The Credit Institutions (Stabilisation) Act 2010

29. Consistent with the Irish Minister's statement, in December 2010 the Irish

government proposed and within a matter of days enacted the Credit Institutions (Stabilisation)

Act 2010. A copy of the Act is attached hereto as Exhibit D.

30. The Act sets forth procedures through which the Irish Minister for Finance can

obtain ex parte "direction orders" and "subordinated liabilities orders" from the High Court of

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Ireland to modify the rights of Irish financial institutions and subordinated creditors. The

Minister can use direction orders to cause financial institutions to issue additional capital or

dispose of assets or liabilities, and the Minister can use subordinated liabilities orders

purportedly to modify or eliminate all of a subordinated creditor's rights. The list of potentially

affected subordinated creditors' rights includes, among other things, the right to declare events of

default, the right to receive payments, and the right to enforce contractual choice-of-law

provisions. Act, § 28(4)(a)(i)-(ix).

31. The Act contemplates that the Minister for Finance can make proposed direction

orders or subordinated liabilities orders without providing notice to the public, to creditors, or

even (under certain circumstances) to the relevant financial institution. Once the Minister makes

a proposed direction order or subordinated liabilities order, the Act mandates that the Minister

"shall apply ex parte" to the High Court ofIreland for entry of the order. Act, § 9(1), § 29(1).

Nothing in the Act permits the Minister to apply to the High Court on anything but an ex parte

basis, and there is no provision requiring that creditors such as the Noteholders receive notice of

the ex parte application or be given the opportunity to object to the order's entry. With respect

to direction orders, the Act does not even provide creditors such as the Noteholders an

opportunity to move to set aside the order after the fact, and with respect to a subordinated

liabilities order, it is possible that creditors such as the Noteholders would not receive notice of

the order until after the order is effective.

32. This potential outcome is particularly egregious since, once a subordinated

liabilities order is effective, the Act purports to eliminate any contractual or equitable remedies

that creditors such as the Noteholders may have - including the right to commence proceedings

against the relevant institution, to bring petitions to wind up the relevant institution, or to

exercise a right of set-off against the relevant institution. Act, § 32. This elimination of

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remedies ignores that the Notes were issued in the United States and are governed by New York

law.

33. Because the Act purports to prevent the Noteholders from commencing any

proceedings or pursuing any remedies against Anglo Irish Bank following the issuance of a

subordinated liabilities order, the modification or elimination of any of the Noteholders' rights as

subordinated creditors would be irrevocable and irreversible.

D. The High Court of Ireland's February 8 Order

34. On February 8, 2011, the High Court ofIreland issued a direction order with

respect to Anglo Irish Bank, a copy of which is attached hereto as Exhibit E.

35. The February 8 Order directs Anglo Irish Bank to commence a process to sell, by

way of an auction, the Bank's deposits and assets to another institution or institutions. The

February 8 Order also directs Anglo Irish Bank to formulate detailed plans to acquire or merge

with Irish Nationwide Building Society ("INBS") - another Irish bank that is conducting

distressed asset sales.

36. The proposed acquisition of, or merger with, INBS threatens the Noteholders'

ability to recover on account of the Notes. On February 11,2011, Moody's downgraded both

Anglo Irish Bank's and INBS' s credit rating from Ba3 to Caal. In Moody's estimation, both

banks' debts are now "judged to be of poor standing and are subject to very high credit risk."

Moody's explained that the Irish government's commitment to safeguarding the health of Irish

financial institutions such as Anglo Irish Bank "has been brought into question over the past

days." Moody's further explained that the "huge fiscal burden" of supporting the Irish banking

sector will be borne by creditors like the Noteholders. A copy of the ratings action is attached

hereto as Exhibit F.

37. Additionally, upon information and belief, pursuant to the February 8 Order, the

Irish Minister for Finance intends to auction Anglo Irish Bank's most valuable assets. As a

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JA-21


law.
























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law.
























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result, Anglo Irish Bank will be left with sub-standard assets, which will be insufficient to satisfy

its obligations to the Noteholders.

38. The Act does not permit the Noteholders to challenge the February 8 Order, even

though actions taken as a result of the February 8 Order (or any future order of the High Court of

Ireland) could irrevocably affect the Noteholders' rights under the Agreement and might

eliminate the Noteholders' ability to pursue remedies against Anglo Irish Bank.

COUNT I

(Declaratory Judgment Regarding Choice of Law)

39. Plaintiffs repeat and reallege the foregoing paragraphs as if fully set forth herein.

40. The Irish government has enacted legislation that purports to affect the

Noteholders' rights under the Agreement and the Notes. The Agreement and the Notes,

however, state that they are governed by and to be construed in accordance with laws of the State

of New York.

41. A present case or controversy exists between the Noteholders and Anglo Irish

Bank regarding the terms of the Agreement and the Notes.

42. The Noteholders request a declaration by this Court that the terms and conditions

of the Agreement and the Notes are to be construed in accordance with New York law and are

not affected by changes in the laws in the Republic of Ireland.

COUNT II

(Immediate, Preliminary, and Permanent Injunctive Relief Against Anglo Irish Bank to Enforce Specific Performance Under Contract)


44. A breach of the Agreement occurs when Anglo Irish Bank consolidates with or

merges with or into, or sells, leases or otherwise disposes of its assets as an entirety or

substantially as an entirety to any Person (as defined in the Agreement), except as may be

permitted by Section 9.3 of the Agreement.

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JA-22







COUNT I






of New York.






COUNT II







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COUNT I






of New York.






COUNT II







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45. The February 8 Order directs Anglo Irish Bank to dispose of a substantial amount

of Anglo Irish Bank's remaining assets and to formulate detailed plans to acquire or merge with

Irish Nationwide Building Society. Unless the Solvency Condition, Assumption Condition, and

Opinion of Counsel Condition are satisfied in connection with such planned acquisition or

merger (which, to date, they have not been), the planned acquisition or merger will violate the

covenants in Section 9.3 ofthe Agreement.

46. Pursuant to Section 11.3 of the Agreement, the Noteholders request an order from

this Court immediately, preliminarily, and permanently requiring the specific performance of

Section 9.3 of the Agreement and its prohibition of any consolidation, merger, or other action

that would violate Section 9.3 of the Agreement, in particular the Solvency Condition,

Assumption Condition, and Opinion of Counsel Condition.

COUNT III

(Immediate, Preliminary, and Permanent Injunctive Relief Against Anglo Irish Bank to Preserve Assets)


48. Anglo Irish Bank is undertaking and has commenced a process whereby it will

convey its assets to numerous parties and be left with inadequate assets to meet its obligations to

the Noteholders under the Agreement and the Notes.

49. Section 9.3 of the Agreement was intended to avoid exactly this risk, and Anglo

Irish Bank should not be permitted to circumvent its covenant by removing assets from the reach

of the Noteholders.

50. Accordingly, the Noteholders request an order from this Court immediately,

preliminarily, and permanently requiring Anglo Irish Bank to leave in the United States assets

totaling at least the amount necessary for Anglo Irish Bank to satisfy its obligations under the

Agreement and the Notes, to wit, no less than US $200,000,000, absent demonstrated

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COUNT III








of the Noteholders.





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COUNT III








of the Noteholders.





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compliance with the Solvency Condition, Assumption Condition, and Opinion of Counsel

Condition.

COUNT IV

(Declaratory Judgment Regarding Contract Terms and Conditions)


52. Upon information and belief, the Irish Minister for Finance has sought or may

seek, with no notice, a subordinated liabilities order from the High Court of Ireland that will

purport to severely impair or eliminate the Noteholders' contractual rights to payment under the

Agreement and the Notes.

53. The Noteholders request a declaration from this Court that the failure to make any

payments in accordance with the terms and conditions of the Notes constitutes a default under

the Agreement-regardless of whether the Irish Minister for Finance has obtained a subordinated

liabilities order by the High Court of Ireland under the Act. The entry of such a declaration will

protect the Noteholders' rights under the Agreement and the Notes as governed by New York

law.

COUNT V

(Injunctive Relief Against Anglo Irish Bank - N.Y. Debt. & Credo Law § 279)



of Anglo Irish Bank's assets.

56. On information and belief, Anglo Irish Bank has commenced the disposition of its

assets.

57. Anglo Irish Bank intends to hinder, delay, or defraud its creditors by conveying

its assets to third parties, which will leave Anglo Irish Bank with insufficient assets to satisfy its

creditors' claims.

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Condition.

COUNT IV












law.

COUNT V






assets.



creditors' claims.

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Condition.

COUNT IV












law.

COUNT V






assets.



creditors' claims.

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58. On information and belief, the transfer of Anglo Irish Bank's assets is:

a. Greatly reducing the amount of Anglo Irish Bank's assets;

b. Occurring through a series of contemporaneous transactions that strip

Anglo Irish Bank of property available for execution;

c. Occurring through secret or hurried transactions not in the usual mode of

doing business;

d. Occurring in a manner differing from customary methods;

e. Resulting in Anglo Irish Bank obtaining little or no consideration ill

return; and

f. Occurring during the pendency of suits against Anglo Irish Bank.




60. Section 9.3 ofthe Agreement was intended to avoid exactly this risk, and Anglo


of the Noteholders.






Condition. Anglo Irish Bank's June 30, 2010 report listing the value of its United States assets is

attached hereto as Exhibit G.

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doing business;



return; and







of the Noteholders.








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doing business;



return; and







of the Noteholders.








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COUNT VI

(Appointment of Receiver - N.Y. Debt. & Credo Law § 279)


63. Unless a receiver is appointed, Anglo Irish Bank will continue to dispose of its

assets located in the United States, which conveyances will be fraudulent within the meaning of

N.Y. Debt. & Credo Law § 276 and will prevent the Noteholders from recovering on any

judgments they may obtain against Anglo Irish Bank.

64. The Noteholders seek the appointment of a receiver to take charge of assets of the

Defendant located in the United States, up to and including an amount necessary to satisfy a

judgment against Defendant for breach of contract.

PRAYER FOR RELIEF

WHEREFORE, the Noteholders pray for judgment against Defendant as follows:

A. Declaring under 28 U.S.C. § 2201 that the Agreement and Notes are

governed by N ew York law;

B. Immediately, preliminarily, and permanently enjoining Defendant from

consolidating with or merging with or into, or selling, leasing or otherwise

disposing of its assets as an entirety or substantially as an entirety to any

Person (as defined in the Agreement), except as may be permitted by

Section 9.3 of the Agreement (in particular, the Solvency Condition, the

Assumption Condition, and the Opinion of Counsel Condition);

C. Requiring Anglo Irish Bank to leave in the United States assets totaling at

least the amount necessary for Anglo Irish Bank to satisfy its obligations

under the Agreement and the Notes, to wit, no less than US $200,000,000,

absent demonstrated compliance with the Solvency Condition,

Assumption Condition, and Opinion of Counsel Condition;

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COUNT VI










PRAYER FOR RELIEF















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PRAYER FOR RELIEF















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D. Declaring under 28 U.S.C. § 2201 that Anglo Irish Bank's failure to make

any payments of principal, premium (if any), or interest in accordance

with terms and conditions of the Agreement and the Notes constitutes a

default under Section 1 1. 2 (A) or (B) (as applicable) of the Agreement and

the Notes, notwithstanding any entry of a subordinated liabilities order in

Ireland;

E. Appointing a receiver to take charge of Defendant's assets located in the

United States, up to and including an amount necessary to satisfy any

judgments Plaintiffs may obtain against Anglo Irish Bank following a

future payment default under the Notes and the Agreement;

F. A warding Plaintiffs attorneys' fees, expenses and costs incurred in

bringing and prosecuting this action pursuant to the Agreement, applicable

statutes, and common law; and

G. Awarding such further equitable relief as the Court deems just and proper.

Dated: February 14,2011 Resp~ct i~.. mitte~. ,c<~--... ------~ . .... ~py/") • "" / ... , .. , ~ I' /' '/

By. 1~.p1i(;>::;/;/ // PatrickJ. TrostleP !/v Brian J. Fischer Alixandra E. Smith Jenner & Block LLP 919 Third Avenue, 37th Floor New York, NY 10022-3908 Telephone: (212) 891-1600 Facsimile: (212) 891-1699

Attorneys for Plaintiffs

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Ireland;









Dated: February 14,2011 ReSpeC~.f,,~, ' "m" ,itte~, ,c<~--... ------/W//;hY~) BY:~/:·// //>

I .<.' t!-/ //1 7 //

Patrick J. Trostle' !/V Brian J. Fischer Alixandra E. Smith Jenner & Block LLP 919 Third Avenue, 37th Floor New York, NY 10022-3908 Telephone: (212) 891-1600 Facsimile: (212) 891-1699


- 16 -






Ireland;









Dated: February 14,2011 ReSpeC~.f,,~, ' "m" ,itte~, ,c<~--... ------/W//;hY~) BY:~/:·// //>

I .<.' t!-/ //1 7 //

Patrick J. Trostle' !/V Brian J. Fischer Alixandra E. Smith Jenner & Block LLP 919 Third Avenue, 37th Floor New York, NY 10022-3908 Telephone: (212) 891-1600 Facsimile: (212) 891-1699


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Exhibit A

Case 1:11-cv-00955-PGG Document 1-1 Filed 02/14/11 Page 1 of 33

JA-28


EXECUTION COPY

ANGLO IRISH BANK CORPORATION PLC

NOTE PURCHASE AGREEMENT

Dated as of September 28, 2005

$165,000,000 Subordinated Notes, Series A,* ~~~~~~~~~~Due September 29, 2015

and$35,000,000 Subordinated Notes, Series B,

Due September 29, 2017

1916625.02.071614387


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• 1916625.02.07 1614387

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$165,000,000 Subordinated Notes, Series A, Due September 29, 2015

and $35,000,000 Subordinated Notes, Series B,


EXECUTION COpy

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EXECUTION COpy

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II







EXECUTION COpy


TABLE OF CONTENTS

SECTION HEADING PAGE

SECTION 1. ISSUANCE OF NOTES...........................................................1..

Section 1.1. Authorization...................................................................1..* ~~~~~~~Section 1.2. Purchase and Sale of Notes; the Closing ..................................... 1.

Section 1.3. Applicable Interest Rates........................................................ 2

SECTION 2. REPRESENTATIONS OF THE COMPANY........................................ 3

Section 2.1I. Organization; Power and Authority ............................................ 3* ~~~~~~~Section 2.2. Authorization, Etc................................................................ 4

Section 2.3. Business, Properties and Other Information................................... 4Section 2.4. Organization, Good Standing and Ownership of Shares of

Principal Subsidiaries ....................................................... 4Section 2.5. Financial Statements............................................................. 5

* ~~~~Section 2.6. Compliance with Laws, Other Instruments of the Company,Etc............................................................................. 6

Section 2.7. Governmental Authorizations, Etc ............................................. 6Section 2.8. Litigation.......................................................................... 6Section 2.9. Taxes .............................................................................. 6

* ~~~~~~~Section 2.10. Foreign Taxes .................................................................... 7Section 2.1 1. Title to Properties; Leasehold Interests........................................ 7Section 2.12. Licenses, Permits, Etc ........................................................... 7Section 2.13. ERISA............................................................................. 7

Section 2.14. Offering of Notes ................................................................ 8Section 2.15. Solvency.......................................................................... 8Section 2.16. Use of Proceeds; Margin Regulations ......................................... 9Section 2.17. Foreign Assets Control Regulations, Etc ...................................... 9Section 2.18. Investment Company Act and Holding Company Status .................... 9Section 2.19. Ranking ........................................................................... 9Section 2.20. Existing Indebtedness.......................................................... 10

SECTION 3. REPRESENTATIONS OF THE PURCHASERS................................... 10

Section 3.1. Purchase of Notes .............................................................. 10Section 3.2. Sale of Notes .................................................................... 10

* ~~~~~~~Section 3.3. Source of Funds................................................................. 10

SECTION 4. CONDITIONS OF CLOSING...................................................... 12

Section 4.1I. Proceedings Satisfactory ....................................................... 12Section 4.2. Opinion of Special Counsel.................................................... 12

* ~~~~~~~Section 4.3. Opinions of Counsel for the Company ....................................... 12Section 4.4. Representations True, Etc...................................................... 12Section 4.5. Purchase Permitted By Applicable Law, Etc................................. 13


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SECTION

SECTION 1.

Section 1.1. Section 1.2. Section 1.3.

SECTION 2.

Section 2.1. Section 2.2. Section 2.3. Section 2.4.

Section 2.5. Section 2.6.

Section 2.7. Section 2.8. Section 2.9. Section 2.10. Section 2.11. Section 2.12. Section 2.13. Section 2.14. Section 2.15. Section 2.16. Section 2.17. Section 2.18. Section 2.19. Section 2.20.

SECTION 3.


SECTION 4.

Section 4.1. Section 4.2. Section 4.3. Section 4.4. Section 4.5.

T ABLE OF CONTENTS

HEADING PAGE

ISSUANCE OF NOTES .................................................................................... 1

Authorization ............................................................................................... 1 Purchase and Sale of Notes; the Closing ..................................................... 1 Applicable Interest Rates ............................................................................. 2

REPRESENTATIONS OF THE COMPANY ....................................................... 3

Organization; Power and Authority ............................................................. 3 Authorization, Etc ........................................................................................ 4 Business, Properties and Other Information ............................................... .4 Organization, Good Standing and Ownership of Shares of

Principal Subsidiaries ............................................................................ 4 Financial Statements .............................................. , ..................................... 5 Compliance with Laws, Other Instruments of the Company,

Etc .......................................................................................................... 6 Governmental Authorizations, Etc .............................................................. 6 Litigation ...................................................................................................... 6 Taxes ............................................................................................................ 6 Foreign Taxes .............................................................................................. 7 Title to Properties; Leasehold Interests ....................................................... 7 Licenses, Permits, Etc .................................................................................. 7 ERISA .......................................................................................................... 7 Offering of Notes ......................................................................................... 8 Solvency ...................................................................................................... 8 Use of Proceeds; Margin Regulations ......................................................... 9 Foreign Assets Control Regulations, Etc ..................................................... 9 Investment Company Act and Holding Company Status ............................ 9 Ranking ........................................................................................................ 9 Existing Indebtedness ................................................................................ 10

REPRESENTATIONS OF THE PURCHASERS ................................................ 10

Purchase of Notes ...................................................................................... 10 Sale of Notes .............................................................................................. 10 Source of Funds ......................................................................................... 10

CONDITIONS OF CLOSING .......................................................................... 12

Proceedings Satisfactory ............................................................................ 12 Opinion of Special Counsel ....................................................................... 12 Opinions of Counsel for the Company ...................................................... 12 Representations True, Etc .......................................................................... 12 Purchase Permitted By Applicable Law, Etc ............................................. 13

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SECTION

SECTION 1.


SECTION 2.




SECTION 3.


SECTION 4.


T ABLE OF CONTENTS

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SECTION 2.




SECTION 3.


SECTION 4.


T ABLE OF CONTENTS

HEADING PAGE











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Section 4.6. Private Placement Number .................................................... 13

Section 4.7. Related Transactions ........................................................... 13

Section 4.8. Secretary's or Director's Certificate .......................................... 13

Section 4.9. Payment of Special Counsel Fees............................................. 13

Section 4.10. Funding Instructions ........................................................... 13

SEcTION 5. INDEMNIFICATION FOR CERTAIN TAXES ....................................... 1 3

SEcTION 6. PREPAYMENT OF THE NOTES .................................................... 15

Section 6.1I. Optional Prepayments.......................................................... 15

Section 6.2. Intentionally Reserved ......................................................... 15

* ~~~~~~Section 6.3. Prepayment in Connection with a Payment under §5 ....................... 16

Section 6.4. Notice of Prepayment; Premium Computations ............................. 16

Section 6.5. Allocation of Certain Partial Prepayments................................... 17Section 6.6. Surrender of Notes; Notation Thereon ....................................... 17

Section 6.7. Prepayment or Purchase of Notes............................................. 17

SECTION 7. FINANCIAL STATEMENTS AND INFORMATION................................ 17

SECTION 8. INSPECTION OF PROPERTIES AND BOOKS...................................... 20

SECTION 9. COVENANTS......................................................................... 21

Section 9.1I. Payment of Principal, Interest and Premium; to Keep Books;Ranking ..................................................................... 21

Section 9.2. Corporate Existence; Payment of Taxes; Maintenance of* ~~~~~~~~~~~~~Properties; Compliance with Laws; Insurance .......................... 21

Section 9.3. Consolidation, Merger or Disposition of Assets............................. 22

Section 9.4. Maintenance of Records and Capital Reserves.............................. 22

Section 9.5. Transactions with Affiliates ................................................... 23

Section 9.6. Lines of Business............................................................... 23

Section 9.7. Appointment of Agent ......................................................... 23

SECTION 10. DEFINITIONS ........................................................................ 23

Section 10.1. Definitions....................................................................... 23

Section 10.2. Accounting Terms.............................................................. 30

SECTION I1. EVENT OF DEFAULT; DEFAULTS; REMEDIES.................................. 30

Section 11.1. Event of Default Defined; Acceleration of Maturity........................ 30

Section 11.2. Defaults Defined................................................................ 30

Section 11.3. Suits for Enforcement.......................................................... 32

* ~~~~~~Section 11.4. Remedies Cumulative.......................................................... 32

Section 11.5. Remedies Not Waived ......................................................... 33

Case 1:11-cv-00955-PGG Document 1-1 Filed 02/14/11 Page 4 of 33•

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SECfION 5.

SECfION 6.

Section 6.1. Section 6.2. Section 6.3. Section 6.4. Section 6.5. Section 6.6. Section 6.7.

SECfION 7.

SECfION 8.

SECfION 9.

Section 9.1.

Section 9.2.


Private Placement Number ........................................................................ 13 Related Transactions .................................................................................. 13 Secretary's or Director's Certificate .......................................................... 13 Payment of Special Counsel Fees .............................................................. 13 Funding Instructions .................................................................................. 13

INDEMNIFICATION FOR CERTAIN TAXES .................................................. 13

PREPAYMENT OF THE NOTES .................................................................... 15

Optional Prepayments ................................................................................ 15 Intentionally Reserved ............................................................................... 15 Prepayment in Connection with a Payment under §S ................................ 16 Notice of Prepayment; Premium Computations ........................................ 16 Allocation of Certain Partial Prepayments ................................................ 17 Surrender of Notes; Notation Thereon ...................................................... 17 Prepayment or Purchase of Notes .............................................................. 17

FINANCIAL STATEMENTS AND INFORMATION ......................................... 17

INSPECfION OF PROPERTIES AND BOOKS ................................................. 20

COVENANTS ............................................................................................... 21

Payment of Principal, Interest and Premium; to Keep Books; Ranking ................................................................................................ 21

Corporate Existence; Payment of Taxes; Maintenance of Properties; Compliance with Laws; Insurance .................................... 21

Consolidation, Merger or Disposition of Assets ........................................ 22 Maintenance of Records and Capital Reserves ......................................... 22 Transactions with Affiliates ....................................................................... 23 Lines of Business ....................................................................................... 23 Appointment of Agent ............................................................................... 23

SECfION 10. DEFINITIONS .............................................................................................. 23

Section 10.1. Definitions ................................................................................................. 23 Section 10.2. Accounting Terms ..................................................................................... 30

SECfION 11. EVENT OF DEFAULT; DEFAULTS; REMEDIES ............................................ 30

Section 11.1. Event of Default Defined; Acceleration of Maturity ................................. 30 Section 11.2. Defaults Defined ....................................... '" ............................................. , 30 Section 11.3. Section 11.4. Section 11.5.

Suits for Enforcement ................................................................................ 32 Remedies Cumulative ................................................................................ 32 Remedies Not Waived ............................................................................... 33

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SECfION 5.

SECfION 6.


SECfION 7.

SECfION 8.

SECfION 9.

Section 9.1.

Section 9.2.








COVENANTS ............................................................................................... 21









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SECfION 6.


SECfION 7.

SECfION 8.

SECfION 9.

Section 9.1.

Section 9.2.








COVENANTS ............................................................................................... 21









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SECTION 12. SUBORDINATION OF NOTES .................................................... 33

* ~~~~~~~Section 12.1. Senior Liabilities ................................................................. 33

Section 12.2. Nature of Subordination......................................................... 33

Section 12.3. Obligation of Company Not Impaired ......................................... 33

Section 12.4 Additional Assurance ............................................................ 33

* ~~~~SECTION 13. REGISTRATION, TRANSFER AND EXCHANGE OF NOTES.................... 33

SECTION 14. LosT, Erc., NOTES .............................................................. 34

SECTION 15. AMENDMENT AND WAIVER .................................................... 34

SECTION 16. HOME OFFICE PAYMENT ...................................................... 36

SECTION 17. LIABILITIES OF THE PURCHASERS ............................................. 36

SECTION 18. TAXES ............................................................................. 36

SECTION 19. MISCELLANEOUS................................................................. 36

* ~~~~~~~Section 19.1. Expenses .......................................................................... 36

Section 19.2. Reliance on and Survival of Representations................................. 37

Section 19.3. Successors and Assigns ......................................................... 37

Section 19.4. Communications ................................................................. 37

Section 19.5. JURISDICTION AND PROCESS................................................... 38

* ~~~~~~~Section 19.6. Obligation to Make Payments in Dollars...................................... 39

Section 19.7. Governing Law................................................................... 39

Section 19.8. Headings .......................................................................... 39

Section 19.9. Counterparts ...................................................................... 39

Section 19.10. Severability ....................................................................... 39

* ~~~~~~~Section 19.1 1. English translation ............................................................... 39

Signature ..................................................................................................... 40


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SECTION 12.

Section 12.1. Section 12.2. Section 12.3. Section 12.4

SECTION 13.

SECTION 14.

SECTION 15.

SECTION 16.

SECTION 17.

SECTION 18.

SECTION 19.

Section 19.1. Section 19.2. Section 19.3. Section 19.4. Section 19.5. Section 19.6. Section 19.7. Section 19.8. Section 19.9. Section 19.10. Section 19.11.

SUBORDINATION OF NOTES ...................................................................... 33

Senior Liabilities ........................................................................................ 33 Nature of Subordination ............................................................................ 33 Obligation of Company Not Impaired ....................................................... 33 Additional Assurance ................................................................................. 33

REGISTRATION, TRANSFER AND EXCHANGE OF NOTES .......................... 33

LOST, ErC., NOTES .................................................................................... 34

AMENDMENT AND WAIVER ...................................................................... 34

HOME OFFICE PAYMENT ......................................................................... 36

LIABILITIES OF THE PURCHASERS ............................................................. 36

TAXES ........................................................................................................ 36

MISCELLANEOUS ....................................................................................... 36

Expenses .................................................................................................... 36 Reliance on and Survival of Representations ............................................ 37 Successors and Assigns ............................................................................. 37 Communications ........................................................................................ 37 JURISDICTION AND PROCESS .................................................................... 38 Obligation to Make Payments in Dollars ................................................... 39 Governing Law .......................................................................................... 39 Headings .................................................................................................... 39 Counterparts ............................................................................................... 39 Severability ................................................................................................ 39 English translation ..................................................................................... 39

Signature ........................................................................................................................................ 40

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SECTION 12.


SECTION 13.

SECTION 14.

SECTION 15.

SECTION 16.

SECTION 17.

SECTION 18.

SECTION 19.





LOST, ErC., NOTES .................................................................................... 34




TAXES ........................................................................................................ 36

MISCELLANEOUS ....................................................................................... 36


Signature ........................................................................................................................................ 40

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SECTION 12.


SECTION 13.

SECTION 14.

SECTION 15.

SECTION 16.

SECTION 17.

SECTION 18.

SECTION 19.





LOST, ErC., NOTES .................................................................................... 34




TAXES ........................................................................................................ 36

MISCELLANEOUS ....................................................................................... 36


Signature ........................................................................................................................................ 40

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SCHEDULE I - Names and Addresses of PurchasersEXHIBIT A- I - Form of Series A Note

EXHIBIT A-2 - Form of Series B Note

EXHIBIT B - Principal Subsidiaries of the Company

EXHIBIT C - Existing IndebtednessEXHIBIT D-1I - Form of Opinion of Chapman and Cutler LLP

EXHIBIT D-2 - Form of Opinion of Allen & Overy, United States counsel to the

* ~~~~~~CompanyEXHIBIT D-3 - Form of Opinion of Eugene F. Collins, Solicitors, Irish counsel to the

Company

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EXHIBIT B

EXHIBIT C EXHIBIT D-I EXHIBIT D-2

EXHIBIT D-3

Names and Addresses of Purchasers Form of Series A Note Form of Series B Note Principal Subsidiaries of the Company Existing Indebtedness Form of Opinion of Chapman and Cutler LLP Form of Opinion of Allen & Overy, United States counsel to the Company Form of Opinion of Eugene F. Collins, Solicitors, Irish counsel to the Company

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EXHIBIT D-3


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EXHIBIT D-3


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TO THE PURCHASERS WHOSE NAMES* ~~APPEAR IN THE ACCEPTANCE

FORM AT THE END HEREOF

Ladies and Gentlemen:

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of the

Republic of Ireland (the "Company"), hereby agrees with each of the Purchasers whose names

appear in the acceptance form at the end hereof (each, a "Purchaser" and, collectively, the

"Purchasers") as follows:

SECTION 1. ISSUANCE OF NOTES.

Section I.1. Authorization. The Company has duly authorized the issue of its

(i) Subordinated Notes Series A, due September 29, 2015 in an aggregate principal amount of

U.S. $165,000,000 (the "Series A Notes") and (ii) Subordinated Notes, Series B, due

September 29, 2017 in an aggregate principal amount of U.S. $35,000,000 (the "Series B Notes"

and, together with the Series A Notes, the "Notes"). The Notes shall be substantially in the

respective forms annexed hereto as Exhibit A-i and Exhibit A-2. As used herein, the term

"Notes" includes all notes originally issued pursuant to this Agreement and all notes delivered in

substitution or exchange for any of said notes pursuant to this Agreement and, where applicable,

shall include the singular number as well as the plural, and the term "Note" shall mean one of

the Notes.

Section 1.2. Purchase and Sale of Notes; the Closing. Subject to the terms and

conditions hereof, the Company shall sell to each Purchaser and each Purchaser severally agrees

to purchase from the Company, Notes of the respective series and in the respective aggregate

* ~~principal amount set forth opposite such Purchaser's name in Schedule I, at a purchase price

equal to 100% of such principal amount. The closing of the purchase of Notes hereunder shall

take place at the office of Chapman and Cutler LLP, II1 West Monroe Street, Chicago, Illinois

60603 at 9:30 a.m. Chicago time on September 28, 2005 (the "Closing Date"). On the Closing

Date, the Company will deliver to each Purchaser one or more Notes registered in such

* ~~Purchaser's name or in the name of such Purchaser's nominee, in such denominations (minimum

of U.S. $250,000 or in any integral multiple of U.S. $100,000 in excess thereof), and in the

aggregate principal amount and of the appropriate series to be purchased by such Purchaser, all


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TO THE PURCHASERS WHOSE NAMES ApPEAR IN THE ACCEPTANCE FORM AT THE END HEREOF



ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of the Republic of Ireland (the "Company"), hereby agrees with each of the Purchasers whose names appear in the acceptance form at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:


Section 1.1. Authorization. The Company has duly authorized the issue of its (i) Subordinated Notes Series A, due September 29, 2015 in an aggregate principal amount of U.S. $165,000,000 (the "Series A Notes") and (ii) Subordinated Notes, Series B, due September 29, 2017 in an aggregate principal amount of U.S. $35,000,000 (the "Series B Notes" and, together with the Series A Notes, the "Notes"). The Notes shall be substantially in the respective forms annexed hereto as Exhibit A-J and Exhibit A-2. As used herein, the term "Notes" includes all notes originally issued pursuant to this Agreement and all notes delivered in substitution or exchange for any of said notes pursuant to this Agreement and, where applicable, shall include the singular number as well as the plural, and the term "Note" shall mean one of the Notes.

Section 1.2. Purchase and Sale of Notes; the Closing. Subject to the terms and conditions hereof, the Company shall sell to each Purchaser and each Purchaser severally agrees to purchase from the Company, Notes of the respective series and in the respective aggregate principal amount set forth opposite such Purchaser's name in Schedule I, at a purchase price equal to 100% of such principal amount. The closing of the purchase of Notes hereunder shall take place at the office of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603 at 9:30 a.m. Chicago time on September 28, 2005 (the "Closing Date"). On the Closing Date, the Company will deliver to each Purchaser one or more Notes registered in such Purchaser's name or in the name of such Purchaser's nominee, in such denominations (minimum of U.S. $250,000 or in any integral multiple of U.S. $100,000 in excess thereof), and in the aggregate principal amount and of the appropriate series to be purchased by such Purchaser, all

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Anglo Irish Bank Corporation plc Note Purchase Agreement

as specified in Schedule I or as such Purchaser may otherwise specify by timely notice to the

* ~~Company (or, in the absence of such notice and if not so specified in Schedule I, one Note

registered in such Purchaser's name), duly executed and dated the Closing Date, against payment

of such purchase price by wire transfer of immediately available funds to Anglo Irish Bank

Corporation plc, Wachovia Bank, 11I Penn Plaza, New York, New York 10001, Swift Code PNB

PUS 3N NYC Account Number 20001 93501 906, ABA #026005092.

Section 1.3. Applicable Interest Rates. (A) The Series A Notes shall bear interest

(computed on the basis of a 360-day year of twelve 30-day months in the case of calculations for

any period up to and including September 28, 2010 and computed on the basis of the actual

number of days elapsed on the basis of a 360 day year, in the case of calculations for any period

on or after September 29, 2010) on the unpaid principal balance thereof (i) at the rate of 4.7 1%

per annum from the date of issuance to and including September 28, 2010, payable semiannually

on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last

payment on September 29, 2010, and (ii) at the Series A Reset Rate per annum from and after

September 29, 2010, payable quarterly on March 29, June 29, September 29 and December 29 in

each year, commencing December 29, 2010, until such principal sum shall have become due and

* ~~payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand

interest (so computed) on any overdue principal and premium (as provided herein) and, to the

extent permitted by applicable law, on any overdue interest, from the dlue date thereof at a rate

per annum equal to the greater of (x) 5.7 1% prior to and including September 28, 2010 and on

and after September 29, 2010, the Series A Overdue Reset Rate, and (y) the prime commercial

* ~~lending rate as announced from time to time by Citibank, N.A. at its principal office in New

York City, plus 1%, until the obligation of the Company with respect to the payment thereof

shall be discharged.

(B) The Company shall give notice to each of the holders of the Series A Notes on or

* ~~before September 29, 2010 (for the Series A Interest Period commencing on September 29,

2010) and on or before each Series A Interest Payment Date (for each following Series A Interest

Period commencing on such date) confirming the actual Series A Reset Rate (and, if applicable,

Series A Overdue Reset Rate). Such notice shall contain a certificate signed by an Authorized

Officer of the Company attaching a copy of the source of the market data by reference to which

the Series A Reset Rate (and, if applicable, Series A Overdue Reset Rate) was determined. Any

holder of a Series A Note may within 30 days after receipt of the notice furnished by the

Company, object to the Company's determination of the Series A Reset Rate (and, if applicable,

Series A Overdue Reset Rate) by delivering a certificate to the Company stating such objection

and specifying the details of such holder's calculation of the Series A Reset Rate (and, if

applicable, Series A Overdue Reset Rate). The Company shall promptly provide a copy of any

such certificate to each holder of a Series A Note. If any such certificate shall have been

delivered to the Company, the holders of a majority of the unpaid principal amount of the

Series A Notes shall within 60 days calculate the Series A Reset Rate (and, if applicable,

Series A Overdue Reset Rate) and provide such calculation to the Company, and any such

calculation shall be binding in the absence of manifest error, or failing the holders of a majority

providing such calculation, the Company's certificate shall be binding.

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Anglo Irish Bank Corporation pic Note Purchase Agreement

as specified in Schedule I or as such Purchaser may otherwise specify by timely notice to the Company (or, in the absence of such notice and if not so specified in Schedule I, one Note registered in such Purchaser's name), duly executed and dated the Closing Date, against payment of such purchase price by wire transfer of immediately available funds to Anglo Irish Bank Corporation pic, Wachovia Bank, 11 Penn Plaza, New York, New York 10001, Swift Code PNB PUS 3N NYC Account Number 20001 93501 906, ABA #026005092.

Section i.3. Applicable interest Rates. (A) The Series A Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months in the case of calculations for any period up to arid including September 28, 2010 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year, in the case of calculations for any period on or after September 29, 2010) on the unpaid principal balance thereof (i) at the rate of 4.71 % per annum from the date of issuance to and incl uding September 28, 2010, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29, 2010, and (ii) at the Series A Reset Rate per annum from and after September 29, 2010, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2010, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided herein) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x) 5.71 % prior to and including September 28,2010 and on and after September 29,2010, the Series A Overdue Reset Rate, and (y) the prime commercial lending rate as announced from time to time by Citibank, N.A. at its principal office in New York City, plus 1 %, until the obligation of the Company with respect to the payment thereof shall be discharged.

(B) The Company shall give notice to each of the holders of the Series A Notes on or before September 29, 2010 (for the Series A Interest Period commencing on September 29, 2010) and on or before each Series A Interest Payment Date (for each following Series A Interest Period commencing on such date) confirming the actual Series A Reset Rate (and, if applicable, Series A Overdue Reset Rate). Such notice shall contain a certificate signed by an Authorized Officer of the Company attaching a copy of the source of the market data by reference to which the Series A Reset Rate (and, if applicable, Series A Overdue Reset Rate) was determined. Any holder of a Series A Note may within 30 days after receipt of the notice furnished by the Company, object to the Company's determination of the Series A Reset Rate (and, if applicable, Series A Overdue Reset Rate) by delivering a certificate to the Company stating such objection and specifying the details of such holder's calculation of the Series A Reset Rate (and, if applicable, Series A Overdue Reset Rate). The Company shall promptly provide a copy of any such certificate to each holder of a Series A Note. If any such certificate shall have been delivered to the Company, the holders of a majority of the unpaid principal amount of the Series A Notes shall within 60 days calculate the Series A Reset Rate (and, if applicable, Series A Overdue Reset Rate) and provide such calculation to the Company, and any such calculation shall be binding in the absence of manifest error, or failing the holders of a majority providing such calculation, the Company's certificate shall be binding.

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(C) The Series B Notes shall bear interest (computed on the basis of a 360-day year of

twelve 30-day months in the case of calculations for any period up to and including September28, 2012 and computed on the basis of the actual number of days elapsed on the basis of a 360

day year, in the case calculations for any period on or after September' 29, 2012) on the unpaidprincipal balance thereof (i) at the rate of 4.80% per annum from the date of issuance to and

including September 28, 2012, payable semiannually on March 29 and September 29 in each

year, commencing on March 29, 2006, and with the last payment on September 29, 2012, and

* ~~(ii) at the Series B Reset Rate per annum from and after September 29, 2012, payable quarterly

on March 29, June 29, September 29 and December 29 in each year, commencing December 29,

2012, until such principal sum shall have become due and payable (whether at maturity, upon

notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue

principal and premium (as provided herein) and, to the extent permitted by applicable law, on

* any overdue interest, from the due date thereof at a rate per annum equal to the greater of

(x) 5.80% prior to and including September 28, 2012 and on and after September 29, 2012, the

Series B Overdue Reset Rate, and (y) the prime commercial lending rate as announced from time

to time by Citibank, N.A. at its principal office in New York City, plus 1%, until the obligation

of the Company with respect to the payment thereof shall be discharged.

(D) The Company shall give notice to each of the holders of the Series B Notes on or

before September 29, 2012 (for the Series B Interest Period commencing on September 29,

2012) and on or before each Series B Interest Payment Date (for each following Series B Interest

Period commencing on such date) confirming the actual Series B Reset Rate (and, if applicable,

* ~~Series B Overdue Reset Rate). Such notice shall contain a certificate signed by an AuthorizedOfficer of the Company attaching a copy of the source of the market data by reference to which

the Series B Reset Rate (and, if applicable, Series B Overdue Reset Rate) was determined. Any

holder of a Series B Note may within 30 days after receipt of the notice furnished by the

Company, object to the Company's determination of the Series B Reset Rate (and, if applicable,

Series B Overdue Reset Rate) by delivering a certificate to the Company stating such objection

and specifying the details of such holder's calculation of the Series B Reset Rate (and, if

applicable, Series B Overdue Reset Rate). The Company shall promptly provide a copy of any

such certificate to each holder of a Series B Note. If any such certificate shall have been

delivered to the Company, the holders of a majority of the unpaid principal amount of the

0 ~~Series B Notes shall within 60 days calculate the Series B Reset Rate (and, if applicable,0 ~~Series B Overdue Reset Rate) and provide such calculation to the Company, and any such

calculation shall be binding in the absence of manifest error, or failing the holders of a majority

providing such calculation, the Company's certificate shall be binding.

SECTION 2. REPRESENTATIONS OF THE COMPANY.

The Company represents and warrants as follows:

Section 2.1. Organization; Power and Authority. The Company is a corporation duly

organized and validly existing under the laws of the Republic of Ireland. The Company has all

0 ~~requisite legal and corporate power and authority to own or hold under lease the properties it

purports so to own or hold, to transact its business as now transacted and proposed to be

transacted, to execute and deliver this Agreement and the Notes and to perform the provisions

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(C) The Series B Notes shall bear interest (computed on the basis of a 360-<lay year of twelve 30-day months in the case of calculations for any period up to and including September 28,2012 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year, in the case calculations for any period on or after September 29, 2012) on the unpaid principal balance thereof (i) at the rate of 4.80% per annum from the date of issuance to and including September 28, 2012, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29, 2012, and (ii) at the Series B Reset Rate per annum from and after September 29,2012, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2012, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided herein) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x) 5.80% prior to and including September 28,2012 and on and after September 29,2012, the Series B Overdue Reset Rate, and (y) the prime commercial lending rate as announced from time to time by Citibank, N .A. at its principal office in New York City, plus 1 %, until the obligation of the Company with respect to the payment thereof shall be discharged.

(D) The Company shall give notice to each of the holders of the Series B Notes on or before September 29, 2012 (for the Series B Interest Period commencing on September 29, 2012) and on or before each Series B Interest Payment Date (for each following Series B Interest Period commencing on such date) confirming the actual Series B Reset Rate (and, if applicable, Series B Overdue Reset Rate). Such notice shall contain a certificate signed by an Authorized Officer of the Company attaching a copy of the source of the market data by reference to which the Series B Reset Rate (and, if applicable, Series B Overdue Reset Rate) was determined. Any holder of a Series B Note may within 30 days after receipt of the notice furnished by the Company, object to the Company's determination of the Series B Reset Rate (and, if applicable, Series B Overdue Reset Rate) by delivering a certificate to the Company stating such objection and specifying the details of such holder's calculation of the Series B Reset Rate (and, if applicable, Series B Overdue Reset Rate). The Company shall promptly provide a copy of any such certificate to each holder of a Series B Note. If any such certificate shall have been delivered to the Company, the holders of a majority of the unpaid principal amount of the Series B Notes shall within 60 days calculate the Series B Reset Rate (and, if applicable, Series B Overdue Reset Rate) and provide such calculation to the Company, and any such calculation shall be binding in the absence of manifest error, or failing the holders of a majority providing such calculation, the Company's certificate shall be binding.

SECfION 2. REPRESENT A l'IONS OF THE COMPANY.


Section 2.J . Organization; Power and Authority. The Company is a corporation duly organized and validly existing under the laws of the Republic of Ireland. The Company has all requisite legal and corporate power and authority to own or hold under lease the properties it purports so to own or hold, to transact its business as now transacted and proposed to be transacted, to execute and deliver this Agreement and the Notes and to perform the provisions

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(C) The Series B Notes shall bear interest (computed on the basis of a 360-<lay year of twelve 30-day months in the case of calculations for any period up to and including September 28,2012 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year, in the case calculations for any period on or after September 29, 2012) on the unpaid principal balance thereof (i) at the rate of 4.80% per annum from the date of issuance to and including September 28, 2012, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29, 2012, and (ii) at the Series B Reset Rate per annum from and after September 29, 2012, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2012, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided herein) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x) 5.80% prior to and including September 28,2012 and on and after September 29,2012, the Series B Overdue Reset Rate, and (y) the prime commercial lending rate as announced from time to time by Citibank, N .A. at its principal office in New York City, plus 1 %, until the obligation of the Company with respect to the payment thereof shall be discharged.





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(C) The Series B Notes shall bear interest (computed on the basis of a 360-<lay year of twelve 30-day months in the case of calculations for any period up to and including September 28,2012 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year, in the case calculations for any period on or after September 29, 2012) on the unpaid principal balance thereof (i) at the rate of 4.80% per annum from the date of issuance to and including September 28, 2012, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29, 2012, and (ii) at the Series B Reset Rate per annum from and after September 29, 2012, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2012, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided herein) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x) 5.80% prior to and including September 28,2012 and on and after September 29,2012, the Series B Overdue Reset Rate, and (y) the prime commercial lending rate as announced from time to time by Citibank, N .A. at its principal office in New York City, plus 1 %, until the obligation of the Company with respect to the payment thereof shall be discharged.





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Anglo Irish Bank Corporation plcNoePrhsAgemn

hereof and thereof. The Company is duly qualified or has been duly licensed as a foreign

corporation and is (if applicable) in good standing and is authorized to do business in each

* ~~jurisdiction in which the character of the properties owned or held under lease by it or the nature

of the business transacted by it requires such qualification, except in such jrsitosin which

the failure to be so qualified would not, in the aggregate, reasonably be expected to have a

Material Adverse Effect.

* ~~~Section 2.2. Authorization, Etc. This Agreement and the Notes have been duly

authorized by all necessary corporate action on the part of the Company, and this Agreement

constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and

binding obligation of the Company enforceable against the Company in accordance with its

terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy,

* ~~insolvency, reorganization, moratorium or other similar laws affecting the enforcement of

creditors' rights generally and (ii) general principles of equity (regardless of whether such

enforceability is considered in a proceeding in equity or at law).

Section 2.3. Business, Properties and Other Information. The Company has delivered to

* ~~each Purchaser a copy of the Company's Annual Report and Accounts 2004 and Interim Report

2005 for the six months ended March 3 1, 2005 (the "Scheduled Documents").

As of their respective dates, none of the Scheduled Documents, this Agreement or any

other document (but excluding documents prepared by any rating agency, with respect to which

* ~~no representation is made), certificate or written statement furnished to any Purchaser by or on

behalf of the Company in connection with the transactions contemplated hereby taken as a whole

contained any untrue statement of a material fact or omitted to state any material fact necessary

to make the statements therein, in the light of the circumstances under which they were made,

not misleading. Since September 30, 2004, there have been no changes in the financial

condition, business, properties, profits or prospects of the Company and its Subsidiaries taken as

a whole, except changes that, in the aggregate, would not reasonably be expected to have a

Material Adverse Effect. The Company does not know of any fact, except for matters of a

general economic nature, which, so far as the Company can reasonably foresee, would

reasonably be expected to have a Material Adverse Effect.

Section 2.4. Organization, Good Standing and Ownership of Shares of Principal

Subsidiaries. Annexed hereto as Exhibit B is a complete and correct list of the Principal

Subsidiaries of the Company, showing, as to each such Principal Subsidiary, the correct name

thereof, the jurisdiction of its incorporation and the percentage of outstanding shares of each

class of capital stock owned, directly or indirectly, by the Company.

All of the outstanding shares of each of the Principal Subsidiaries listed in Exhibit B as

being owned by the Company and its Principal Subsidiaries have been duly authorized and

validly issued, are fully paid and nonassessable and are owned free and clear of any Lien.

* ~~~~Each of the Principal Subsidiaries of the Company is a corporation duly organized,

validly existing and (if applicable) in good standing under the laws of the particular jurisdiction

in which it was incorporated, and has all requisite corporate power and authority to own or hold

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hereof and thereof. The Company is duly qualified or has been duly licensed as a foreign corporation and is (if applicable) in good standing and is authorized to do business in each jurisdiction in which the character of the properties owned or held under lease by it or the nature of the business transacted by it requires such qualification, except in such jurisdictions in which the failure to be so qualified would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 2.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 2.3. Business, Properties and Other Information. The Company has delivered to each Purchaser a copy of the Company's Annual Report and Accounts 2004 and Interim Report 2005 for the six months ended March 31,2005 (the "Scheduled Documents").

As of their respective dates, none of the Scheduled Documents, this Agreement or any other document (but excluding documents prepared by any rating agency, with respect to which no representation is made), certificate or written statement furnished to any Purchaser by or on behalf of the Company in connection with the transactions contemplated hereby taken as a whole contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since September 30, 2004, there have been no changes in the financial condition, business, properties, profits or prospects of the Company and its Subsidiaries taken as a whole, except changes that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company does not know of any fact, except for matters of a general economic nature, which, so far as the Company can reasonably foresee, would reasonably be expected to have a Material Adverse Effect.

Section 2.4. Organization, Good Standing and Ownership of Shares of Principal Subsidiaries. Annexed hereto as Exhibit B is a complete and correct list of the Principal Subsidiaries of the Company, showing, as to each such Principal Subsidiary, the correct name thereof, the jurisdiction of its incorporation and the percentage of outstanding shares of each class of capital stock owned, directly or indirectly, by the Company.

All of the outstanding shares of each of the Principal Subsidiaries listed in Exhibit B as being owned by the Company and its Principal Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned free and clear of any Lien.

Each of the Principal Subsidiaries of the Company is a corporation duly organized, validly existing and (if applicable) in good standing under the laws of the particular jurisdiction in which it was incorporated, and has all requisite corporate power and authority to own or hold

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under lease the property it purports so to own or hold and to transact the business it transacts and

proposes to transact. Each such Principal Subsidiary is duly qualified as a foreign corporation

S ~~~and is (if applicable) in good standing in each jurisdiction in which the character of the properties

owned or held under lease by it or the nature of the business transacted by it requires such

qualification, except in such jurisdictions in which the failure to be so qualified would not, in the

aggregate, reasonably be expected to have a Material Adverse Effect.

* ~~~~The aggregate profit after taxation and minority interests (excluding extraordinary items)of the Company and all Principal Subsidiaries for each of the financial years of the Companyended September 30, 2003 and 2004 was not less than 90% of Consolidated Net Earnings for

such period and the aggregate assets of the Company and the Principal Subsidiaries as of the dateof this Agreement are not less than 90% of Total Assets as of such date. The Principal

* ~~Subsidiaries include all Subsidiaries of the Company whose aggregate profit after taxation and

minority interests (excluding extraordinary items) for either of the financial years of the

Company ended September 30, 2003 and 2004 was greater than 5% of Consolidated NetEarnings for such period or whose assets as of the date of this Agreement are greater than 5% ofTotal Assets as of such date.

Section 2.5. Financial Statements. The Company has delivered to each Purchaser copies

of the audited unconsolidated balance sheets of the Company as of the last day of each of thefinancial years ended September 30, 2000 to 2004, inclusive, and the audited consolidated

balance sheets of the Company and its Subsidiaries as of the last day of each such financial year

* ~~and the related audited consolidated profit and loss accounts and audited consolidated cash flowstatements for each such financial year, all with reports thereon of Ernst & Young, Chartered

Accountants & Registered Auditors. The Company, in addition, has delivered to each Purchasercopies of the unaudited consolidated balance sheets of the Company and its Subsidiaries as ofMarch 31, 2005 and the related unaudited consolidated profit and loss accounts and unauditedconsolidated cash flow statements for such semiannual fiscal period ending March 31, 2005.

All of the above-mentioned financial statements (including in each case any related

schedules and notes) have been prepared in accordance with GAAP consistently appliedthroughout the periods involved, except as set forth in the notes thereto, and give a true and fair

view of the consolidated financial position of the Company and its Subsidiaries as of the

5 ~~respective dates of said balance sheets and the consolidated results of their operations for the

respective periods covered by said profit and loss accounts and cash flow statements (orstatements of source and application of funds, as the case may be).

There are no material liabilities, contingent or otherwise, of the Company or any of its

* ~~Subsidiaries as of September 30, 2004, not reflected in said consolidated balance sheet as of said

date. Since September 30, 2004 there have been no changes in the assets, liabilities or financial

position of the Company and its Subsidiaries from that set forth in said consolidated balancesheet as of said date, other than changes described in or contemplated by the ScheduledDocuments or other changes in the ordinary course of business which have not been, in the

* ~~aggregate, materially adverse.

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under lease the property it purports so to own or hold and to transact the business it transacts and proposes to transact. Each such Principal Subsidiary is duly qualified as a foreign corporation and is (if applicable) in good standing in each jurisdiction in which the character of the properties owned or held under lease by it or the nature of the business transacted by it requires such qualification, except in such jurisdictions in which the failure to be so qualified would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

The aggregate profit after taxation and minority interests (excluding extraordinary items) of the Company and all Principal Subsidiaries for each of the financial years of the Company ended September 30, 2003 and 2004 was not less than 90% of Consolidated Net Earnings for such period and the aggregate assets of the Company and the Principal Subsidiaries as of the date of this Agreement are not less than 90% of Total Assets as of such date. The Principal Subsidiaries include all Subsidiaries of the Company whose aggregate profit after taxation and minority interests (excluding extraordinary items) for either of the financial years of the Company ended September 30, 2003 and 2004 was greater than 5% of Consolidated Net Earnings for such period or whose assets as of the date of this Agreement are greater than 5% of Total Assets as of such date.

Section 2.5. Financial Statements. The Company has delivered to each Purchaser copies of the audited unconsolidated balance sheets of the Company as of the last day of each of the financial years ended September 30, 2000 to 2004, inclusive, and the audited consolidated balance sheets of the Company and its Subsidiaries as of the last day of each such financial year and the related audited consolidated profit and loss accounts and audited consolidated cash flow statements for each such financial year, all with reports thereon of Ernst & Young, Chartered Accountants & Registered Auditors. The Company, in addition, has delivered to each Purchaser copies of the unaudited consolidated balance sheets of the Company and its Subsidiaries as of March 31, 2005 and the related unaudited consolidated profit and loss accounts and unaudited consolidated cash flow statements for such semiannual fiscal period ending March 31, 2005.

All of the above-mentioned financial statements (including in each case any related schedules and notes) have been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto, and give a true and fair view of the consolidated financial position of the Company and its Subsidiaries as of the respective dates of said balance sheets and the consolidated results of their operations for the respective periods covered by said profit and loss accounts and cash flow statements (or statements of source and application of funds, as the case may be).

There are no material liabilities, contingent or otherwise, of the Company or any of its Subsidiaries as of September 30, 2004, not reflected in said consolidated balance sheet as of said date. Since September 30, 2004 there have been no changes in the assets, liabilities or financial position of the Company and its Subsidiaries from that set forth in said consolidated balance sheet as of said date, other than changes described in or contemplated by the Scheduled Documents or other changes in the ordinary course of business which have not been, in the aggregate, materially adverse.

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Section 2.6. Compliance with Laws, Other Instruments of the Company, Etc. The

execution, delivery and performance by the Company of this Agreement and the Notes and

* ~~transactions contemplated hereby do not and will not (i) contravene, result in any breach of, or

constitute a default under, or result in the creation of any Lien in respect of any property of the

Company or any of its Subsidiaries under, any indenture, mortgage, deed of trust, bank loan or

credit agreement, organizational or other governing document, or any other agreement or

instrument to which the Company or any such Subsidiary is bound or by which the Company or

any such Subsidiary or any of their respective properties may be bound or affected, (ii) conflict

with or result in a breach of any of the terms, conditions or provisions of any Order of any court,

arbitrator or Governmental Body applicable to the Company or any such Subsidiary or (iii)

violate any provision of any statute or other rule or regulation of any Governmental Body

applicable to the Company or any such Subsidiary.

Neither the Company nor any of its Subsidiaries is in violation of any statute or other rule

or regulation of any Governmental Body, or any Order of any court, arbitrator or Governmental

Body, the violation of which may, in the aggregate, reasonably be expected to have a Material

Adverse Effect.

Section 2.7. Governmental Authorizations, Etc. No consent, approval or authorization

of, or registration, filing, or declaration with, any Governmental Body (including, without

limitation, any prior approval of IFSRA) is required (i) for the validity of the execution and

delivery or for the performance by the Company of this Agreement or the Notes or for the

* ~~purchase of the Notes by the Purchasers, including, without limitation, any thereof required in

connection with the obtaining of Dollars to make payments under this Agreement and the Notes

and the payment of such Dollars to Persons resident in the United States or, (ii) for the Notes to

constitute "subordinated loan capital" in accordance with the provisions of the Relevant

Directive entitled "Tier 2 ("Additional Own Funds")." It is not necessary to ensure the legality,

validity, enforceability or admissibility into evidence in Ireland of this Agreement or the Notes

that any thereof or any other document be filed, recorded or enrolled with any Governmental

Body, or that any such agreement or document be stamped with any stamp, registration or

similar transaction tax other than any such stamp tax which shall have been paid by the

Company. Without limiting the foregoing, the failure to obtain the approval of IFSRA prior to

the issuance and sale of the Notes does not in any way impair the legality, validity, binding

nature or enforceability of the Notes or this Agreement.

Section 2.8. Litigation. There are no actions, suits or proceedings (including

counterclaims) pending or, to the knowledge of the Company, threatened against or affecting the

Company or any of its Subsidiaries or any property of the Company or any such Subsidiary in

5 ~~any court or before any arbitrator of any kind or before or by any Governmental Body which, if

adversely determined, may reasonably be expected to have, in the aggregate, a Material Adverse

Effect.

Section 2.9. Taxes. Each of the Company and each of its Subsidiaries has filed in a

4* timely manner all tax returns which are required to have been filed in any jurisdiction, and has

paid all taxes shown to be due and payable on such returns and all other taxes and assessments

payable by it, to the extent the same have become due and payable and before they have become

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Section 2.6. Compliance with Laws, Other Instruments of the Company, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes and transactions contemplated hereby do not and will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any of its Subsidiaries under, any indenture, mortgage, deed of trust, bank loan or credit agreement, organizational or other governing document, or any other agreement or instrument to which the Company or any such Subsidiary is bound or by which the Company or any such Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any Order of any court, arbitrator or Governmental Body applicable to the Company or any such Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Body applicable to the Company or any such Subsidiary.

Neither the Company nor any of its Subsidiaries is in violation of any statute or other rule or regulation of any Governmental Body, or any Order of any court, arbitrator or Governmental Body, the violation of which may, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 2.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing, or declaration with, any Governmental Body (including, without limitation, any prior approval of IFSRA) is required (i) for the validity of the execution and delivery or for the performance by the Company of this Agreement or the Notes or for the purchase of the Notes by the Purchasers, including, without limitation, any thereof required in connection with the obtaining of Dollars to make payments under this Agreement and the Notes and the payment of such Dollars to Persons resident in the United States or, (ii) for the Notes to constitute "subordinated loan capital" in accordance with the provisions of the Relevant Directive entitled "Tier 2 ("Additional Own Funds")." It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in Ireland of this Agreement or the Notes that any thereof or any other document be filed, recorded or enrolled with any Governmental Body, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax other than any such stamp tax which shall have been paid by the Company. Without limiting the foregoing, the failure to obtain the approval of IFSRA prior to the issuance and sale of the Notes does not in any way impair the legality, validity, binding nature or enforceability of the Notes or this Agreement.

Section 2.8. Litigation. There are no actions, suits or proceedings (including counterclaims) pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any property of the Company or any such Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Body which, if adversely determined, may reasonably be expected to have, in the aggregate, a Material Adverse Effect.

Section 2.9. Taxes. Each of the Company and each of its Subsidiaries has filed in a timely manner all tax returns which are required to have been filed in any jurisdiction, and has paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by it, to the extent the same have become due and payable and before they have become

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delinquent, except for any taxes and assessments the amount, applicability or validity of which is

currently being contested in good faith by appropriate proceedings and with respect to which the

Company or such Subsidiary, as the case may be, has set aside on its books appropriate reserves.

The Company does not know of any proposed material tax assessment against the Company or

any of its Subsidiaries, and in the opinion of the Company all tax liabilities are adequately

poided for on the books of the Company and its Subsidiaries.

* ~~~Section 2.10. Foreign Taxes. No liability for any tax (whether income, documentary,

sales, stamp, registration, issue, capital, property, excise or otherwise), duty, levy, impost, fee,

charge or withholding (each a "Tax" and collectively "Taxes"), directly or indirectly, imposed,

assessed, levied or collected by or for the account of any Governmental Body of or in Ireland or

any political subdivision thereof or therein (an "Irish Taxing Authority") will be incurred by the

* ~~Company or any holder of a Note as a result of the execution or delivery of this Agreement or

the Notes and, based on present law, no deduction or withholding in respect of Taxes imposed by

or for the account of any Irish Taxing Authority or any juidcin(other than the United States

of America) from or through which payments with respect to the Notes are made by or for the

Company is required to be made from any payment (or other performance) by the Company

* ~~under this Agreement or the Notes except for any such withholding or deduction arising out of

the conditions described in the proviso to §5(A).

Section 2.1 1. Title to Properties; Leasehold Interests. Each of the Company and each of

its Subsidiaries has good and marketable title to its real properties that individually or in the

* ~~aggregate are material, and good and marketable title to each of its other material properties, as

are reflected in the most recent consolidated balance sheet of the Company referred to In §2.5, or

purported to have been acquired by the Company or any such Subsidiary after said date (except

as sold or otherwise disposed of in the ordinary course of business). Except to the extent

permitted under agreements or instruments evidencing Indebtedness held by Senior Creditors, all

* ~~properties of the Company and each Subsidiary are free'and clear of all Liens other than such

Liens as would not be individually or in the aggregate Material. Each of the Company and each

of its Subsidiaries enjoys such possession under all leases as is necessary for the use and

operation of its respective properties, and such leases are valid and subsisting and in full force

and effect in all material respects.

Section 2.12. Licenses, Permits, Etc. Each of the Company and each of its Principal

Subsidiaries possesses all licenses, permits, franchises, authorizations, patents, copyrights,

trademarks and trade names, or rights thereto, required to conduct its respective businesses

substantially as now conducted, without known conflict with the rights of others.

* ~~~Section 2.13. ERISA. (a) The Company and each ERISA Affiliate have operated and

administered each Plan in compliance with all applicable laws except for such instances of

noncompliance as have not resulted in and could not reasonably be expected to result in a

Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any

liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code

* ~~relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction

or condition has occurred or exists that would reasonably be expected to result in the incurring of

any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on

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delinquent, except for any taxes and assessments the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or such Subsidiary, as the case may be, has set aside on its books appropriate reserves. The Company does not know of any proposed material tax assessment against the Company or any of its Subsidiaries, and in the opinion of the Company all tax liabilities are adequately provided for on the books of the Company and its Subsidiaries.

Section 2.10. Foreign Taxes. No liability for any tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, levy, impost, fee, charge or withholding (each a "Tax" and collectively "Taxes"), directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Body of or in Ireland or any political subdivision thereof or therein (an "Irish Taxing Authority") will be incurred by the Company or any holder of a Note as a result of the execution or delivery of this Agreement or the Notes and, based on present law, no deduction or withholding in respect of Taxes imposed by or for the account of any Irish Taxing Authority or any jurisdiction (other than the United States of America) from or through which payments with respect to the Notes are made by or for the Company is required to be made from any payment (or other performance) by the Company under this Agreement or the Notes except for any such withholding or deduction arising out of the conditions described in the proviso to §5(A).

Section 2.11. Title to Properties; Leasehold Interests. Each of the Company and each of its Subsidiaries has good and marketable title to its real properties that individually or in the aggregate are material, and good and marketable title to each of its other material properties, as are reflected in the most recent consolidated balance sheet of the Company referred to in §2.5, or purported to have been acquired by the Company or any such Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business). Except to the extent permitted under agreements or instruments evidencing Indebtedness held by Senior Creditors, all properties of the Company and each Subsidiary are free 'and clear of all Liens other than such Liens as would not be individually or in the aggregate Material. Each of the Company and each of its Subsidiaries enjoys such possession under all leases as is necessary for the use and operation of its respective properties, and such leases are valid and subsisting and in full force and effect in all material respects.

Section 2.12. Licenses, Permits, Etc. Each of the Company and each of its Principal Subsidiaries possesses all licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names, or rights thereto, required to conduct its respective businesses substantially as now conducted, without known conflict with the rights of others.

Section 2.13. ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurring of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on

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any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case

pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section

401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or

in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other

than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan

year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most

recent actuarial valuation report, did not exceed the aggregate current value of the assets of such

Plan allocable to such benefit liabilities such that such excess would reasonably result in Material

Adverse Effect. The term "benefit liabilities" has the meaning specified in section 4001 of

ERISA and the terms "current value" and "present value" have the meaning specified in

* ~~section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and

are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in

respect of Multiemnployer Plans that individually or in the aggregate are Material.

(d) The execution and delivery of this Agreement and the issuance and sale of the Notes

hereunder will not constitute a transaction that is subject to the prohibitions of Section 406(a) of

ERISA or in connection with which a tax could be imposed pursuant to

Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence

* ~~of this §2.13(d) is made in reliance upon and subject to the accuracy of your representation in

Section 3.3 as to the sources of the funds to be used to pay the purchase price of the Notes to be

purchased by you.

Each Foreign Pension Plan has been maintained in material compliance with its terms

and with the requirements of any and all applicable laws, statutes, rules, regulations and Orders,

and has been maintained in good standing with applicable regulatory authorities except for such

instances of noncompliance as have not resulted in and could not reasonably be expected to

result in a Material Adverse Effect.

Section 2.14. Offering of Notes. Neither the Company nor any other Person acting on

behalf of the Company has offered the Notes or any similar securities for sale to, or solicited any

offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with,

any Person other than the Purchasers and not more than 10 other institutional investors. Neither

the Company nor anyone acting on behalf of the Company has taken, or will take, any action

which would subject the issuance or sale of the Notes to the registration requirements of

Section 5 of the United States Securities Act of 1933, as amended or otherwise require the

registration, filing or qualification of the Notes under any applicable laws of the United States of

America or Ireland.

Section 2.15. Solvency. The Company is, and upon giving effect to the issuance of the

* ~~Notes and the transactions contemplated by this Agreement will be, a "solvent institution", as

said term is used in Section 1405(c) of the New York Insurance Law, whose "Obligations . .. are

not in default as to principal or interest", as said terms are used in said Section 1405(c).

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any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities such that such excess would reasonably result in Material Adverse Effect. The term "benefit liabilities" has the meaning specified in section 4001 of ERISA and the terms "current value" and "present value" have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not constitute a transaction that is subject to the prohibitions of Section 406(a) of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this §2.13(d) is made in reliance upon and subject to the accuracy of your representation in Section 3.3 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by you.

Each Foreign Pension Plan has been maintained in material compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and Orders, and has been maintained in good standing with applicable regulatory authorities except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.

Section 2.14. Offering of Notes. Neither the Company nor any other Person acting on behalf of the Company has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 10 other institutional investors. Neither the Company nor anyone acting on behalf of the Company has taken, or will take, any action which would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the United States Securities Act of 1933, as amended or otherwise require the registration, filing or qualification of the Notes under any applicable laws of the United States of America or Ireland.

Section 2.15. Solvency. The Company is, and upon giving effect to the issuance of the Notes and the transactions contemplated by this Agreement will be, a "solvent institution", as said term is used in Section 1405(c) of the New York Insurance Law, whose "obligations ... are not in default as to principal or interest", as said terms are used in said Section 1405(c).

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Section 2.16. Use of Proceeds; Margin Regulations. The Company will use the proceeds

of the sale of the Notes for general corporate purposes. No part of the proceeds from the sale of

the Notes hereunder will be used, and no part of the proceeds of any Indebtedness to be repaid

with the proceeds of the sale of the Notes was used, directly or indirectly, for the purpose of

buying or carrying any margin stock within the meaning of Regulation U of the Board of

Governors of the United States Federal Reserve System (12 CFR 221), or for the purpose of

purchasing or carrying or trading in any securities under such circumstances as to involve the

Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or

dealer in a violation of Regulation T of said Board (12 CFR 220). No more than 5.00% of the

value of the consolidated assets of the Company and its Subsidiaries constitute margin stock, and

neither the Company nor any of its Subsidiaries has any present intention that margin stock will

40 ~~constitute more than 5.00% of the value of the consolidated assets of the Company and its

* ~~Subsidiaries. As used in this section, the terms "margin stock" and "purpose of buying or

carrying" shall have the meanings assigned to them in said Regulation U.

Section 2.17. Foreign Assets Control Regulations, Etc. (a) Neither the sale of the Notes

by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the

* ~~Enemy Act, as amended, or any of the foreign assets control regulations of the United States

Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or

executive order relating thereto.

(b) Neither the Company nor any Subsidiary (i) is a Person described or designated in

* ~~the Specially Designated Nationals and Blocked Persons List of the Office of Foreign AssetsControl or in Section I of the Anti-Terrorism Order or (ii) engages in any dealings or

transactions with any such Person. The Company and its Subsidiaries are In compliance, in all

material respects, with the USA Patriot Act.

* ~~~~(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly

or indirectly, for any payments to any governmental official or employee, political party, official

of a political party, candidate for political office, or anyone else acting in an official capacity, in

order to obtain, retain or direct business or obtain any improper advantage, in violation of the

United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such

Act applies to the Company.

Section 2.18. Investment Company Act and Holding Company Status. Neither the

Company nor any Subsidiary is an "investment company" registered or required to be registered

under the Investment Company Act of 1940, as amended, or is subject to regulation under the

Public Utility Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as

amended, or the Federal Power Act, as amended.

Section 2.19. Ranking. (A) The Notes constitute subordinated loan capital as

contemplated in the provisions of the Relevant Directive entitled "Tier 2 ("Additional Own

Funds")" and rank in right of payment at least pani passu to the Indebtedness of the Companyclassified as "Subordinated Liabilities" in the unaudited semi-annual financial statements for the

period ending March 31, 2005.

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Anglo Irish Bank Corporation pIc Note Purchase Agreement

Section 2.16. Use of Proceeds; Margin Regulations. The Company will use the proceeds of the sale of the Notes for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, and no part of the proceeds of any Indebtedness to be repaid with the proceeds of the sale of the Notes was used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the United States Federal Reserve System (12 CFR 221), or for the purpose of purchasing or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). No more than 5.00% of the value of the consolidated assets of the Company and its Subsidiaries constitute margin stock, and neither the Company nor any of its Subsidiaries has any present intention that margin stock will constitute more than 5.00% of the value of the consolidated assets of the Company and its Subsidiaries. As used in this section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U.

Section 2.17. Foreign Assets Control Regulations, Etc. (a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person. The Company and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company.

Section 2.18. Investment Company Act and Holding Company Status. Neither the Company nor any Subsidiary is an "investment company" registered or required to be registered under the Investment Company Act of 1940, as amended, or is subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

Section 2.19. Ranking. (A) The Notes constitute subordinated loan capital as contemplated in the provisions of the Relevant Directive entitled "Tier 2 ("Additional Own Funds")" and rank in right of payment at least pari passu to the Indebtedness of the Company classified as "Subordinated Liabilities" in the unaudited semi-annual financial statements for the period ending March 31,2005.

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(B) The Notes shall rank at least pari passu with any other Indebtedness of the

Company constituting lower Tier 2 capital under the Relevant Directive.

Section 2.20. Existing Indebtedness. Annexed hereto as Exhibit C is a complete and

correct list of Indebtedness of the Company and its Subsidiaries as of the date therein stated

(excluding deposits), showing as to each item of such Indebtedness the obligor, the aggregate

principal amount outstanding and a brief description of any security therefor. As of the date

hereof there has not been, and as of the Closing Date there will not have been, any material

change in the outstanding Indebtedness of the Company and its Subsidiaries from that reflected

in Exhibit C. Neither the Company nor any of its Subsidiaries is in default in the payment of any

amounts due under any instrument evidencing any Indebtedness of the Company or any

Subsidiary; and neither the Company nor any of its Subsidiaries is in default in the performance

* ~~or observance of any of the other terms, covenants or conditions contained in any such

instrument, and no event has occurred and is continuing which, with notice or the lapse of time

or both, would become such a default, except where such default or prospective default could

not, in the aggregate, have a Material Adverse Effect.

* ~~SECTION 3. REPRESENTATIONS OF THE PURCHASERS.

Section 3.]. Purchase of Notes. Each Purchaser severally represents that such Purchaser

is purchasing the Notes to be purchased by it hereunder on the Closing Date for its own account

and without a view to the distribution of such Notes, but subject, nevertheless, to the disposition

* ~~of all of its assets (including, without limitation, the Notes) being at all times within such

Purchaser's control to the fullest extent required by any applicable law including, without

limitation, applicable insurance law.

Section 3.2. Sale of Notes. Each Purchaser acknowledges and agrees that the Notes have

* not been and will not be registered under the United States Securities Act of 1933, as amended,

or any other applicable securities law (including any such laws in Ireland) and that the Notes

may be sold in the absence of such registration only pursuant to an exemption from such

registration requirements.

Section 3.3. Source of Funds. Each Purchaser severally represents that at least one of

the following statements is an accurate representation as to each source of funds (a "Source") to

be used by such Purchaser to pay the purchase price of the Notes to be purchased by it

hereunder:

(a) the Source is an "insurance company general account" (as the term is

defined in the United States Department of Labor's Prohibited Transaction Exemption

("PTE") 95-60) in respect of which the reserves and liabilities (as defined by the annual

statement for life insurance companies approved by the National Association of

Insurance Commissioners (the "NAIC Annual Statement")) for the general account

contract(s) held by or on behalf of any employee benefit plan together with the amount of

the reserves and liabilities for the general account contract(s) held by or on behalf of any

other employee benefit plans maintained by the same employer (or affiliate thereof as

defined in PTE 95-60) or by the same employee organization in the general account do

* ~~~~~~~~~~~~~~-10-

Case 1:11-cv-00955-PGG Document 1-1 Filed 02/14/11 Page 16 of 33I

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(B) The Notes shall rank at least pari passu with any other Indebtedness of the Company constituting lower Tier 2 capital under the Relevant Directive.

Section 2.20. Existing Indebtedness. Annexed hereto as Exhibit C is a complete and correct list of Indebtedness of the Company and its Subsidiaries as of the date therein stated (excluding deposits), showing as to each item of such Indebtedness the obligor, the aggregate principal amount outstanding and a brief description of any security therefor. As of the date hereof there has not been, and as of the Closing Date there will not have been, any material change in the outstanding Indebtedness of the Company and its Subsidiaries from that reflected in Exhibit C. Neither the Company nor any of its Subsidiaries is in default in the payment of any amounts due under any instrument evidencing any Indebtedness of the Company or any Subsidiary; and neither the Company nor any of its Subsidiaries is in default in the performance or observance of any of the other terms, covenants or conditions contained in any such instrument, and no event has occurred and is continuing which, with notice or the lapse of time or both, would become such a default, except where such default or prospective default could not, in the aggregate, have a Material Adverse Effect.

SECTION 3. REPRESENTATIONS OFTHE PURCHASERS.

Section 3.1. Purchase of Notes. Each Purchaser severally represents that such Purchaser is purchasing the Notes to be purchased by it hereunder on the Closing Date for its own account and without a view to the distribution of such Notes, but subject, nevertheless, to the disposition of all of its assets (including, without limitation, the Notes) being at all times within such Purchaser's control to the fullest extent required by any applicable law including, without limitation, applicable insurance law.

Section 3.2. Sale of Notes. Each Purchaser acknowledges and agrees that the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or any other applicable securities law (including any such laws in Ireland) and that the Notes may be sold in the absence of such registration only pursuant to an exemption from such registration requirements.

Section 3.3. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by such Purchaser to pay the purchase price of the Notes to be purchased by it hereunder:

(a) the Source is an "insurance company general account" (as the term is defined in the United States Department of Labor's Prohibited Transaction Exemption ("PTE") 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the "NAIC Annual Statement")) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do

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(a) the Source is an "insurance company general account" (as the term is defined in the United States Department of Labor's Prohibited Transaction Exemption ("PTE") 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the "NAIC Annual Statement")) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PrE 95-60) or by the same employee organization in the general account do

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(a) the Source is an "insurance company general account" (as the term is defined in the United States Department of Labor's Prohibited Transaction Exemption ("PTE") 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the "NAIC Annual Statement")) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PrE 95-60) or by the same employee organization in the general account do

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not exceed 10% of the total reserves and liabilities of the general account (exclusive of

separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed

with such Purchaser's state of domicile; or

(b) the Source is a separate account that is maintained solely in connection

with such Purchaser's fixed contractual obligations under which the amounts payable, or

credited, to any employee benefit plan (or its related trust) that has any interest in such

separate account (or to any participant or beneficiary of such plan (including any

annuitant)) are not affected in any manner by the investment performance of the separate

account; or

(c) the Source is either (i) an insurance company pooled separate account,

* ~~~~within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the

meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in

writing pursuant to this clause (c), no employee benefit plan or group of plans maintained

by the same employer or employee organization beneficially owns more than 10% of all

assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an "investment fund" (within the meaning

of Part V of PTE 84-14 (the "QPAM Exemption")) managed by a "qualified professional

asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no

employee benefit plan's assets that are included in such investment fund, when combined

* ~~~~with the assets of all other employee benefit plans established or maintained by the same

employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM

Exemption) of such employer or by the same employee organization and managed by

such QPAM, exceed 20% of the total client assets managed by such QPAM, the

conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM

* ~~~~nor a person controlling or controlled by the QPAM (applying the definition of "control"

in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company

and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose

assets are included in such investment fund have been disclosed to the Company in

writing pursuant to this clause (d); or

0 ~~~~~~(e) the Source constitutes assets of a "plan(s)" (within the meaning of

Section IV of PTE 96-23 (the "INHAM Exemption")) managed by an "in-house asset

manager" or "INHAM" (within the meaning of Part IV of the INHAM exemption), the

conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the

INHAM nor a person controlling or controlled by the INHAM (applying the definition of

"4control" in Section IV(d) of the INH-AM Exemption) owns a 5% or more interest in the

Company and (i) the identity of such INHAM and (ii) the name(s) of the employee

benefit plan(s) whose assets constitute the Source have been disclosed to the Company in

writing pursuant to this clause (e); or

* ~~~~~~~(f) the Source is a governmental plan; or

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not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser's state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Purchaser's fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant» are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an "investment fund" (within the meaning of Part V of PTE 84-14 (the "QPAM Exemption"») managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section Vee) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a "plan(s)" (within the meaning of Section IV of PTE 96-23 (the "INHAM Exemption ")) managed by an "in-house asset manager" or "INHAM" (within the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of "control" in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

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(g) the Source is one or more employee benefit plans, or a separate account or

trust fund comprised of one or more employee benefit plans, each of which has been

identified to the Company in writing pursuant to this clause (g;or

(h) the Source does not include assets of any employee benefit plan, other

than a plan exempt from the coverage of ERISA.

As used in this §3.3, the terms "employee benefit plan," "governmental plan," and "separate

account" shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 4. CONDITIONS OF CLOSING.

0 ~~~~Each Purchaser's obligation to purchase and pay for the Notes to be purchased by such

Purchaser hereunder shall be several and not joint and shall be subject to the conditions

hereinafter set forth:

Section 4.1. Proceedings Satisfactory. All proceedings taken in connection with the

* ~~issuance of the Notes and the consummation of the transactions contemplated hereby and all

documents and papers relating thereto shall be satisfactory to such Purchaser and the Purchasers'

special counsel, and such Purchaser and the Purchasers' special counsel shall have received

copies of such documents and papers, all in form and substance satisfactory to such Purchaser

and the Purchasers' special counsel, as such Purchaser or they may reasonably request in

* ~~connection therewith.

Section 4.2. Opinion of Special Counsel. Such Purchaser shall have received an opinion,

dated the Closing Date, addressed to such Purchaser and otherwise satisfactory in scope and

substance to such Purchaser, from Chapman and Cutler LLP, the Purchasers' special counsel, in

* ~~substantially the form of Exhibit D-1 and covering such other matters incident to the transactions

contemplated hereby as such Purchaser may reasonably request.

Section 4.3. Opinions of Counsel for the Company. Such Purchaser shall have received

opinions, each dated the Closing Date and addressed to such Purchaser, from Allen & Overy

* ~~LLP, special United States counsel to the Company and Eugene F. Collins, Irish counsel to the

Company, each in form and substance satisfactory to such Purchaser, as to the matters specified

in Exhibit D-2 and D-3, respectively.

Section 4.4. Representations True, Etc. All representations and warranties of the

* ~~Company contained in §2 shall be true on and as of the Closing Date with the same effect as

though such representations and warranties had been made on and as of the Closing Date; the

Company shall have performed all agreements on its part required to be performed under this

Agreement on or prior to the Closing Date; no Default or Event of Default shall have occurred

and be continuing; the Company shall not have after the date hereof consolidated with, merged

with or into, or otherwise disposed of its properties as an entirety or substantially as an entirety to

any Person; and such Purchaser shall have received a certificate from an Authorized Officer of

the Company, dated the Closing Date, certifying to the effect specified in this §4.4.

* ~~~~~~~~~~~~~~-12-


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(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this §3.3, the terms "employee benefit plan," "governmental plan," and "separate account" shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECfION 4. CONDITIONS OF CLOSING.

Each Purchaser's obligation to purchase and pay for the Notes to be purchased by such Purchaser hereunder shall be several and not joint and shall be subject to the conditions hereinafter set forth:

Section 4.1. Proceedings Satisfactory. All proceedings taken in connection with the issuance of the Notes and the consummation of the transactions contemplated hereby and all documents and papers relating thereto shall be satisfactory to such Purchaser and the Purchasers' special counsel, and such Purchaser and the Purchasers' special counsel shall have received copies of such documents and papers, all in form and substance satisfactory to such Purchaser and the Purchasers' special counsel, as such Purchaser or they may reasonably request in connection therewith.

Section 4.2. Opinion o/Special Counsel. Such Purchaser shall have received an opinion, dated the Closing Date, addressed to such Purchaser and otherwise satisfactory in scope and substance to such Purchaser, from Chapman and Cutler LLP, the Purchasers' special counsel, in substantially the form of Exhibit D-1 and covering such other matters incident to the transactions contemplated hereby as such Purchaser may reasonably request.

Section 4.3. Opinions o/Counsel/or the Company. Such Purchaser shall have received opinions, each dated the Closing Date and addressed to such Purchaser, from Allen & Overy LLP, special United States counsel to the Company and Eugene F. Collins, Irish counsel to the Company, each in form and substance satisfactory to such Purchaser, as to the matters specified in Exhibit D-2 and D-3, respectively.

Section 4.4. Representations True, Etc. All representations and warranties of the Company contained in §2 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; the Company shall have performed all agreements on its part required to be performed under this Agreement on or prior to the Closing Date; no Default or Event of Default shall have occurred and be continuing; the Company shall not have after the date hereof consolidated with, merged with or into, or otherwise disposed of its properties as an entirety or substantially as an entirety to any Person; and such Purchaser shall have received a certificate from an Authorized Officer of the Company, dated the Closing Date, certifying to the effect specified in this §4.4.

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Section 43. Opinions o/Counsel/or the Company. Such Purchaser shall have received opinions, each dated the Closing Date and addressed to such Purchaser, from Allen & Overy LLP, special United States counsel to the Company and Eugene F. Collins, Irish counsel to the Company, each in form and substance satisfactory to such Purchaser, as to the matters specified in Exhibit D-2 and D-3, respectively.


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Section 43. Opinions o/Counsel/or the Company. Such Purchaser shall have received opinions, each dated the Closing Date and addressed to such Purchaser, from Allen & Overy LLP, special United States counsel to the Company and Eugene F. Collins, Irish counsel to the Company, each in form and substance satisfactory to such Purchaser, as to the matters specified in Exhibit D-2 and D-3, respectively.


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Section 4.5. Purchase Permitted By Applicable Law, Etc. On the Closing Date, such

Purchaser's purchase of Notes shall (a) be permitted by the laws and regulations of each

jurisdiction to which such Purchaser is subject, without recourse to provisions (such as

section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance

companies without restriction as to the character of the particular investment, (b) not violate any

applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of

Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty

or liability under or pursuant to any applicable law or regulation, which law or regulation was

not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have

received an Officer's Certificate certifying as to such matters of fact as such Purchaser may

reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

* ~~~Section 4.6. Private Placement Number. Such Purchaser shall have received evidence

satisfactory to such Purchaser that a private placement number with respect to each series of the

Notes shall have been obtained from Standard & Poor's Corporation's CUSIP Service Bureau.

Section 4.7. Related Transactions. The Company shall have consummated the sale of

* ~~the entire principal amount of the Notes scheduled to be sold on the Closing Date pursuant to this

Agreement.

Section 4.8. Secretary's or Director's Certificate. The Company shall have delivered to

such Purchaser a certificate of its Secretary or an Assistant Secretary or a Director or other

* ~~appropriate person, dated the Closing Date, certifying as to the resolutions attached thereto and

other corporate proceedings relating to the authorization, execution and delivery of the Notes and

this Agreement.

Section 4.9. Payment of Special Counsel Fees. Without limiting the provisions of § 19.1,

*1 the Company shall have paid on or before the Closing the fees, charges and disbursements of the

Purchasers' special counsel referred to in §4.2 to the extent reflected in a statement of such

counsel rendered to the Company at least one Business Day prior to the Closing.

Section 4.10. Funding Instructions. At least three Business Days prior to the Closing

Date, each Purchaser shall have received written instructions signed by a Responsible Officer on

letterhead of the Company confirming the information specified in §1.2 including (a) the name

and address of the transferee bank, (b) such transferee bank's ABA number and (c) the account

name and number into which the purchase price for the Notes is to be deposited.

SECIION 5. INDEMNIFICATION FOR CERTAIN TAXES.

(A) In the event of the imposition by or for the account of any Irish Taxing Authority or

of any governmental body of any jurisdiction in which the Company resides for tax purposes or

any jurisdiction from or through which the Company is making any payment in respect of any

Note, other than the United States of America (or any State thereof or the District of Columbia),

of any Tax upon or with respect to any payments In respect of any Note, whether by withholding

or otherwise, the Company hereby agrees to pay forthwith from time to time in connection with

each payment on the Notes to each holder of a Note such amounts as shall be required so that

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Anglo Irish Bank Corporation Vic Note Purchase Agreement

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the Closing Date, such Purchaser's purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer's Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6. Private Placement Number. Such Purchaser shall have received evidence satisfactory to such Purchaser that a private placement number with respect to each series of the Notes shall have been obtained from Standard & Poor's Corporation's CUSIP Service Bureau.

Section 4.7. Related Transactions. The Company shall have consummated the sale of the entire principal amount of the Notes scheduled to be sold on the Closing Date pursuant to this Agreement.

Section 4.8. Secretary's or Director's Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary or a Director or other appropriate person, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Section 4.9. Payment of Special Counsel Fees. Without limiting the provisions of § 19.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers' special counsel referred to in §4.2 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

Section 4.10. Funding Instructions. At least three Business Days prior to the Closing Date, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in §1.2 including (a) the name and address of the transferee bank, (b) such transferee bank's ABA number and (c) the account name and number into which the purchase price for the Notes is to be deposited.

SECTION 5. INDEMNIFICATION FOR CERTAIN TAXES.

(A) In the event of the imposition by or for the account of any Irish Taxing Authority or of any governmental body of any jurisdiction in which the Company resides for tax purposes or any jurisdiction from or through which the Company is making any payment in respect of any Note, other than the United States of America (or any State thereof or the District of Columbia), of any Tax upon or with respect to any payments in respect of any Note, whether by withholding or otherwise, the Company hereby agrees to pay forthwith from time to time in connection with each payment on the Notes to each holder of a Note such amounts as shall be required so that

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every payment received by such holder in respect of the Notes and every payment received by

such holder under this Agreement will not, after the deduction or withholding of or other

payment for or on account of such Tax and any interest or penalties relating thereto, be less than

the amount due and payable to such holder in respect of such Note or under this Agreement

before the assessment of such Tax; provided, however, that the Company shall not be obliged to

pay such amounts to any holder of a Note in respect of Taxes to the extent such Taxes exceed the

Taxes that would have been payable (i) had such holder (x) not been a citizen or resident of

* ~~Ireland, (y) not engaged in a trade or business or maintained a permanent establishment therein

to which income with respect to the Notes is attributable or (z) not had any other nexus or

connection with Ireland sufficient to subject such holder to the jurisdiction of the Irish Taxing

Authorities other than a connection arising from the preparation, execution, delivery, filing,

recordation, registration, or notarization of this Agreement or the Notes or from the issuance of

* ~~the Notes or from such holder holding the Notes or other similar passive investments or

receiving payment under or enforcing this Agreement or the Notes; (ii) had such holder been a

resident for tax purposes in the United States; or (Ili) but for the failure of such holder to comply

with the provisions of Subsection (B) below.

* ~~~~(B) Each Purchaser agrees, and each holder of a Note by its acceptance thereof shall be

deemed to have agreed, that such Purchaser or holder shall use its reasonable efforts to file,

within 45 days of the receipt thereof, such forms, certificates, documents, applications, returns or

other reasonably required evidence (collectively, "Forms") that are required to be filed by such

Purchaser or holder to avoid or reduce any Tax referred to in Subsection (A) above as may be

* ~~specified in a written request of the Company and provided to such Purchaser or holder by the

Company with such request; provided, however, that no Purchaser or other holder of a Note shall

be required to take any such action if to (Io so would result in any confidential or proprietary

income tax return information being revealed, either directly or indirectly, to any Person (other

than the United States Internal Revenue Service ( "IRS") or other taxing authority to which such

holder is otherwise required to provide the income tax return information to be revealed). For

purposes of this Subsection and Subsection (C) below, each Purchaser and each holder

acknowledges that the furnishing of any IRS Form W-8 or W-9 (or any successor or

accompanying forms or statements thereto) or any Forms of any relevant tax jurisdiction that

requires only information as to nationality, residence or identity, including any substitute or

successor Forms, do not result in any confidential or proprietary income tax return information

0 ~~being revealed.

(C) If the Company has made a payment to or on account of any holder of a Note

pursuant to Subsection (A) above and such holder is entitled to a refund of the Tax to which such

payment is attributable from the Governmental Body to which the payment of the Tax was made

and such refund can be obtained merely by filing one or more Forms that would not result in any

confidential or proprietary income tax information being revealed as noted above, then (i) such

holder shall, as soon as practicable after receiving a written request therefor from the Company

(which request shall specify in reasonable detail the Forms to be filed), use its reasonable efforts

to file such Forms, and (ii) upon receipt of such refund, if any, promptly pay over such refund to

* ~~the Company.

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every payment received by such holder in respect of the Notes and every payment received by such holder under this Agreement will not, after the deduction or withholding of or other payment for or on account of such Tax and any interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or under this Agreement before the assessment of such Tax; provided, however, that the Company shall not be obliged to pay such amounts to any holder of a Note in respect of Taxes to the extent such Taxes exceed the Taxes that would have been payable (i) had such holder (x) not been a citizen or resident of Ireland, (y) not engaged in a trade or business or maintained a permanent establishment therein to which income with respect to the Notes is attributable or (z) not had any other nexus or connection with Ireland sufficient to subject such holder to the jurisdiction of the Irish Taxing Authorities other than a connection arising from the preparation, execution, delivery, filing, recordation, registration, or notarization of this Agreement or the Notes or from the issuance of the Notes or from such holder holding the Notes or other similar passive investments or receiving payment under or enforcing this Agreement or the Notes; (ii) had such holder been a resident for tax purposes in the United States; or (iii) but for the failure of such holder to comply with the provisions of Subsection (B) below.

(B) Each Purchaser agrees, and each holder of a Note by its acceptance thereof shall be deemed to have agreed, that such Purchaser or holder shall use its reasonable efforts to file, within 45 days of the receipt thereof, such forms, certificates, documents, applications, returns or other reasonably required evidence (collectively, "Forms") that are required to be filed by such Purchaser or holder to avoid or reduce any Tax referred to in Subsection (A) above as may be specified in a written request of the Company and provided to such Purchaser or holder by the Company with such request; provided, however, that no Purchaser or other holder of a Note shall be required to take any such action if to do so would result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (other than the United States Internal Revenue Service ("IRS") or other taxing authority to which such holder is otherwise required to provide the income tax return information to be revealed). For purposes of this Subsection and Subsection (C) below, each Purchaser and each holder acknowledges that the furnishing of any IRS Form W-8 or W-9 (or any successor or accompanying forms or statements thereto) or any Forms of any relevant tax jurisdiction that requires only information as to nationality, residence or identity, including any substitute or successor Forms, do not result in any confidential or proprietary income tax return information being revealed.

(C) If the Company has made a payment to or on account of any holder of a Note pursuant to Subsection (A) above and such holder is entitled to a refund of the Tax to which such payment is attributable from the Governmental Body to which the payment of the Tax was made and such refund can be obtained merely by filing one or more Forms that would not result in any confidential or proprietary income tax information being revealed as noted above, then (i) such holder shall, as soon as practicable after receiving a written request therefor from the Company (which request shall specify in reasonable detail the Forms to be filed), use its reasonable efforts to file such Forms, and (ii) upon receipt of such refund, if any, promptly pay over such refund to the Company.

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(D) If the Company has made a payment to or on account of any holder of a Note

pursuant to Subsection (A) above and such holder determines in its sole discretion that its Tax

* ~~liability has been reduced by reason of a Tax credit or allowance attributable to such payment,

such holder will remit to the Company the amount of such reduction (the "Reduction Amount")

promptly following the holder's determination that it has received such reduction. The

determination of the Reduction Amount shall be made by such holder in its sole discretion.

Nothing herein shall be construed to require any holder of a Note to take any action that would

* ~~result in any confidential or proprietary income tax return information being revealed, either

directly or indirectly, to any Person (other than the United States Internal Revenue Service or

other taxing authority to which such holder is otherwise required to provide the income tax

return information to be revealed).

* ~~~~(E) Within 60 days after the date of any payment of any Tax in respect of any payment

under the Notes or this §5, the Company shall furnish to each holder of a Note a certified copy of

the original tax receipt, together with such other documentary evidence with respect to such

payments as may be reasonably requested from time to time by any holder of a Note.

* ~~SECTION 6. PREPAYMENT OF THE NOTES.

Section 6.]. Optional Prepayments. (A) Except as provided in §6.3, prior to and

including September 28, 2010, the Company may not prepay all, or any part of, the Series A

Notes. On or after September 29, 2010, the Company, at its option, upon notice as provided in

* ~~§6.4, may prepay the Series A Notes (as a whole, or from time to time in part, In a minimum

aggregate principal amount of U.S.$1,000,000 and otherwise in multiples of U.S.$100,000 in

excess thereof) on any Series A Interest Payment Date, at the principal amount together with

interest accrued thereon to the date fixed for such prepayment.

* ~~~(B) Except as provided in §6.3, prior to and including September 28, 2012, the

Company may not prepay all, or any part of, the Series B Notes. On or after September 29,

2012, the Company, at its option, upon notice as provided in §6.4, may prepay the Series B

Notes (as a whole, or from time to time in part, in a minimum aggregate principal amount of

U.S .$1,000,000 and otherwise in multiples of U.S.$100,000 in excess thereof) on any Series B

Interest Payment Date, at the principal amount together with interest accrued thereon to the date

fixed for such prepayment.

(C) Notwithstanding the foregoing provisions of this §6.1, the Company shall not make

any prepayment pursuant to the provisions of this §6.1 unless it has received all necessary prior

consent of IFSRA.

(D) The Company acknowledges and agrees that the Company is not permitted to make

any optional prepayment of a specific series of Notes pursuant to §6.1(A) or §6.1(B) on or after

September 29, 2012 unless a pro rata principal amount (based on the aggregate outstanding

principal amounts of each series immediately preceding such prepayments) of the other series is

* ~~prepaid pursuant to this §6.1 concurrently.

Section 6.2. Intentionally Reserved.

* ~~~~~~~~~~~~~~-15-

Case 1:11-cv-00955-PGG Document 1-1 Filed 02/14/11 Page 21 of 33I

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(D) If the Company has made a payment to or on account of any holder of a Note pursuant to Subsection (A) above and such holder determines in its sole discretion that its Tax liability has been reduced by reason of a Tax credit or allowance attributable to such payment, such holder will remit to the Company the amount of such reduction (the "Reduction Amount") promptly following the holder's determination that it has received such reduction. The determination of the Reduction Amount shall be made by such holder in its sole discretion. Nothing herein shall be construed to require any holder of a Note to take any action that would result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person (other than the United States Internal Revenue Service or other taxing authority to which such holder is otherwise required to provide the income tax return information to be revealed).

(E) Within 60 days after the date of any payment of any Tax in respect of any payment under the Notes or this §5, the Company shall furnish to each holder of a Note a certified copy of the original tax receipt, together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note.

SECTION 6. PREPAYMENT OFTHE NOTES.

Section 6.1. Optional Prepayments. (A) Except as provided in §6.3, prior to and including September 28, 2010, the Company may not prepay all, or any part of, the Series A Notes. On or after September 29, 2010, the Company, at its option, upon notice as provided in §6.4, may prepay the Series A Notes (as a whole, or from time to time in part, in a minimum aggregate principal amount of U.S.$I,OOO,OOO and otherwise in multiples of U.S.$100,000 in excess thereof) on any Series A Interest Payment Date, at the principal amount together with interest accrued thereon to the date fixed for such prepayment.

(B) Except as provided in §6.3, prior to and including September 28, 2012, the Company may not prepay all, or any part of, the Series B Notes. On or after September 29, 2012, the Company, at its option, upon notice as provided in §6.4, may prepay the Series B Notes (as a whole, or from time to time in part, in a minimum aggregate principal amount of U.S.$I,OOO,OOO and otherwise in multiples of U.S.$1OO,OOO in excess thereof) on any Series B Interest Payment Date, at the principal amount together with interest accrued thereon to the date fixed for such prepayment.

(C) Notwithstanding the foregoing provisions of this §6.1, the Company shall not make any prepayment pursuant to the provisions of this §6.1 unless it has received all necessary prior consent of IFSRA.

(D) The Company acknowledges and agrees that the Company is not permitted to make any optional prepayment of a specific series of Notes pursuant to §6.1(A) or §6.1(B) on or after September 29, 2012 unless a pro rata principal amount (based on the aggregate outstanding principal amounts of each series immediately preceding such prepayments) of the other series is prepaid pursuant to this §6.1 concurrently.


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Section 6.3. Prepayment in Connection with a Payment under §5. (A) If the Company

on any date shall have (i) made a payment uinder §5 to the holder of any Note or (ii) (x) become

obligated to make a payment to the holder of any Note under §5 on the next date on which a

payment of interest is scheduled to be made and (y) furnished an opinion of counsel reasonably

satisfactory to the holder or holders of a majority of the aggregate unpaid principal amount of the

Notes to such effect, the Company may, upon notice given as provided in §6.4, prepay such

Notes as a whole at a prepayment price equal to the unpaid principal amount of such Note

* ~~together with interest accrued thereon to the date fixed for such prepayment plus an amount

equal to the Modified Make-Whole Amount, if any.

Notwithstanding the preceding paragraph, no Note shall be prepaid pursuant to this §6.3

if the holder thereof, at least 10 days prior to the prepayment date under this §6.3, shall have

* ~~delivered a notice to the Company stating, that such holder waives any right to any future

payment under §5 in respect of the specific event or condition that shall have given rise to the

Company's prepayment right under this §6.3; provided that

(A) no such waiver shall be deemed to constitute a waiver of any right to

* ~~~~receive a payment in full under §5 in respect of any other event or condition that shall

have given rise to the Company's prepayment right under this §6.3, and

(B) if on any date the amount of any payment that a holder of a Note would be

entitled to receive under §5 shall increase (in proportion to the total amount in respect of

which the amount payable under §5 is determined),

(1) the occurrence of any such increase shall be deemed to be a new

event or condition giving rise to a prepayment right under this §6.3, and

(2) such holder shall be entitled to receive the full amount of any

future payment provided under §5, notwithstanding any waiver previously

delivered pursuant to this §6.3.

(C) Notwithstanding the foregoing provisions of this §6.3, the Company shall

not make any prepayment pursuant to the provisions of this §6.3 unless it has received all

necessary prior consent of IFSRA.

Section 6.4. Notice of Prepayment; Premium Computations. (A) The Company shall

call Notes for prepayment under §6.1 or 6.3 by giving written notice thereof to each holder of a

Note, which notice shall be given not less than 30 nor more than 60 days prior to the date fixed

* ~~for such prepayment, and shall specify the principal amount so to be prepaid, the accrued interest

thereon to the date of prepayment, the date fixed for such prepayment, the Section of this

Agreement pursuant to which such prepayment is being made and, in the case of a prepayment

pursuant to §6.3, the estimated Modified Make-Whole Amount, if any (in reasonable detail).

Upon the giving of a notice of any such prepayment, the principal amount of the Notes so to be

* ~~prepaid as specified in such notice, together with interest accrued thereon to the date fixed for

prepayment, plus, in the case of a prepayment pursuant to §6.3, the Modified Make-Whole

Amount, if any, shall become due and payable on the specified prepayment date. The Company

* ~~~~~~~~~~~~~~-16-


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Section 6.3. Prepayment in Connection with a Payment under §5. (A) If the Company on any date shall have (i) made a payment under §5 to the holder of any Note or (ii) (x) become obligated to make a payment to the holder of any Note under §5 on the next date on which a payment of interest is scheduled to be made and (y) furnished an opinion of counsel reasonably satisfactory to the holder or holders of a majority of the aggregate unpaid principal amount of the Notes to such effect, the Company may, upon notice given as provided in §6.4, prepay such Notes as a whole at a prepayment price equal to the unpaid principal amount of such Note together with interest accrued thereon to the date fixed for such prepayment plus an amount equal to the Modified Make-Whole Amount, if any.

Notwithstanding the preceding paragraph, no Note shall be prepaid pursuant to this §6.3 if the holder thereof, at least 10 days prior to the prepayment date under this §6.3, shall have delivered a notice to the Company stating that such holder waives any right to any future payment under §5 in respect of the specific event or condition that shall have given rise to the Company's prepayment right under this §6.3;provided that

(A) no such waiver shall be deemed to constitute a waiver of any right to receive a payment in full under §5 in respect of any other event or condition that shall have given rise to the Company's prepayment right under this §6.3, and

(B) if on any date the amount of any payment that a holder of a Note would be entitled to receive under §5 shall increase (in proportion to the total amount in respect of which the amount payable under §5 is determined),

(1) the occurrence of any such increase shall be deemed to be a new event or condition giving rise to a prepayment right under this §6.3, and

(2) such holder shall be entitled to receive the full amount of any future payment provided under §5, notwithstanding any waiver previously delivered pursuant to this §6.3.


Section 6.4. Notice of Prepayment; Premium Computations. (A) The Company shall call Notes for prepayment under §6.1 or 6.3 by giving written notice thereof to each holder of a Note, which notice shall be given not less than 30 nor more than 60 days prior to the date fixed for such prepayment, and shall specify the principal amount so to be prepaid, the accrued interest thereon to the date of prepayment, the date fixed for such prepayment, the Section of this Agreement pursuant to which such prepayment is being made and, in the case of a prepayment pursuant to §6.3, the estimated Modified Make-Whole Amount, if any (in reasonable detail). Upon the giving of a notice of any such prepayment, the principal amount of the Notes so to be prepaid as specified in such notice, together with interest accrued thereon to the date fixed for prepayment, plus, in the case of a prepayment pursuant to §6.3, the Modified Make-Whole Amount, if any, shall become due and payable on the specified prepayment date. The Company

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shall determine any such Modified Make-Whole Amount on the third Business Day prior to the

date fixed for any such prepayment pursuant to §6.3. Two Business Days prior to such

prepayment date, the Company will furnish to each holder of any Note being so prepaid a

certificate signed by an Authorized Officer of the Company setting forth computations in

reasonable detail showing the manner of calculation of such Modified Make-Whole Amount, if

any, and attaching a copy of the source of the market data by reference to which the Treasury

Yield was determined in connection with such computations.

(B) Any holder of any Note may at any time object to the Company's calculation of the

Modified Make-Whole Amount or Make-Whole Amount, as the case may be, payable as of a

prepayment date (or upon any acceleration pursuant to §11.1) to such holder by delivering a

certificate to the Company stating such objection and specifying the details of such holder's

* ~~calculation of the Modified Make-Whole Amount or Make-Whole Amount, as the case may be,

as of the date of the specified prepayment (or acceleration). The Company shall promptly

provi'de a copy of any such certificate to each other holder of a Note. If any such certificate shall

have been so delivered to the Company, the holders of a majority of the unpaid principal amount

of the Notes shall calculate the Modified Make-Whole Amount or Make-Whole Amount, as the

* ~~case may be, and any such calculation shall be binding in the absence of manifest error.

Section 6.5. Allocation of Certain Partial Prepayments. In the event of any prepayment

of less than all of the outstanding Series A Notes on or after September 29, 2010, but before

September 29, 2012 pursuant to §6.1, the Company will allocate the principal amount so to be

* ~~prepaid among all outstanding Series A Notes in proportion to the respective unpaid principal

amounts thereof. In the event of any prepayment of less than all of the outstanding Notes on or

after September 29, 2012 pursuant to §6.1, the Company will allocate the principal amount so to

be prepaid among all outstanding Notes without distinction as to series in proportion to the

respective unpaid principal amounts thereof.

Section 6.6. Surrender of Notes; Notation Thereon. Subject to the provisions of §16, the

Company may, as a condition of payment on account of any Note, require the holder of such

Note to present such Note for notation of such payment and, if such Note be paid in full, require

the surrender thereof.

Section 6.7. Prepayment or Purchase of Notes. The Company will not, and will not

permit any of its Subsidiaries or Affiliates to, acquire directly or indirectly by purchase or

prepayment or otherwise any of the outstanding Notes except (i) by way of payment or

prepayment in accordance with the provisions of the Notes and of this Agreement or (ii) pursuant

to an offer to purchase made on equivalent terms to all holders. Any Notes so purchased or

prepaid shall be immediately canceled and no Note shall be issued in substitution therefor.

SECTION 7. FINANCIAL STATEMENTS AND INFORMATION.

The Company will furnish to each Purchaser, so long as such Purchaser shall be obligated

to purchase or shall hold any of the Notes, and each other institutional holder of any of the Notes

and, in the case of the financial statements delivered pursuant to Subsection (A) below, the

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shall determine any such Modified Make-Whole Amount on the third Business Day prior to the date fixed for any such prepayment pursuant to §6.3. Two Business Days prior to such prepayment date, the Company will furnish to each holder of any Note being so prepaid a certificate signed by an Authorized Officer of the Company setting forth computations in reasonable detail showing the manner of calculation of such Modified Make-Whole Amount, if any, and attaching a copy of the source of the market data by reference to which the Treasury Yield was determined in connection with such computations.

(B) Any holder of any Note may at any time object to the Company's calculation of the Modified Make-Whole Amount or Make-Whole Amount, as the case may be, payable as of a prepayment date (or upon any acceleration pursuant to §11.1) to such holder by delivering a certificate to the Company stating such objection and specifying the details of such holder's calculation of the Modified Make-Whole Amount or Make-Whole Amount, as the case may be, as of the date of the specified prepayment (or acceleration). The Company shall promptly provide a copy of any such certificate to each other holder of a Note. If any such certificate shall have been so delivered to the Company, the holders of a majority of the unpaid principal amount of the Notes shall calculate the Modified Make-Whole Amount or Make-Whole Amount, as the case may be, and any such calculation shall be binding in the absence of manifest error.

Section 6.5. Allocation of Certain Partial Prepayments. In the event of any prepayment of less than all of the outstanding Series A Notes on or after September 29,2010, but before September 29, 2012 pursuant to §6.1, the Company will allocate the principal amount so to be prepaid among all outstanding Series A Notes in proportion to the respective unpaid principal amounts thereof. In the event of any prepayment of less than all of the outstanding Notes on or after September 29, 2012 pursuant to §6.1, the Company will allocate the principal amount so to be prepaid among all outstanding Notes without distinction as to series in proportion to the respective unpaid principal amounts thereof.

Section 6.6. Surrender of Notes; Notation Thereon. Subject to the provisions of §16, the Company may, as a condition of payment on account of any Note, require the holder of such Note to present such Note for notation of such payment and, if such Note be paid in full, require the surrender thereof.

Section 6.7. Prepayment or Purchase of Notes. The Company will not, and will not permit any of its Subsidiaries or Affiliates to, acquire directly or indirectly by purchase or prepayment or otherwise any of the outstanding Notes except (i) by way of payment or prepayment in accordance with the provisions of the Notes and of this Agreement or (ii) pursuant to an offer to purchase made on equivalent terms to all holders. Any Notes so purchased or prepaid shall be immediately canceled and no Note shall be issued in substitution therefor.

SECfION 7. FINANCIAL STATEMENTS AND INFORMATION.

The Company will furnish to each Purchaser, so long as such Purchaser shall be obligated to purchase or shall hold any of the Notes, and each other institutional holder of any of the Notes and, in the case of the financial statements delivered pursuant to Subsection (A) below, the

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Section 6.5. Allocation of Certain Partial Prepayments. In the event of any prepayment of less than all of the outstanding Series A Notes on or after September 29, 2010, but before September 29, 2012 pursuant to §6.1, the Company will allocate the principal amount so to be prepaid among all outstanding Series A Notes in proportion to the respective unpaid principal amounts thereof. In the event of any prepayment of less than all of the outstanding Notes on or after September 29,2012 pursuant to §6.1, the Company will allocate the principal amount so to be prepaid among all outstanding Notes without distinction as to series in proportion to the respective unpaid principal amounts thereof.





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Section 6.5. Allocation of Certain Partial Prepayments. In the event of any prepayment of less than all of the outstanding Series A Notes on or after September 29, 2010, but before September 29, 2012 pursuant to §6.1, the Company will allocate the principal amount so to be prepaid among all outstanding Series A Notes in proportion to the respective unpaid principal amounts thereof. In the event of any prepayment of less than all of the outstanding Notes on or after September 29,2012 pursuant to §6.1, the Company will allocate the principal amount so to be prepaid among all outstanding Notes without distinction as to series in proportion to the respective unpaid principal amounts thereof.





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Securities Valuation Office, National Association of Insurance Commissioners, 195 Broadway,

New York, New York 10007-3 195, in duplicate:

(A) as soon as available and in any event within 120 days after the end of each

financial year of the Company, copies of an audited consolidated balance sheet of the

Company and its Subsidiaries as of the end of such financial year and of the related

audited consolidated profit and loss account and audited statement of consolidated cash

* ~~~~flows of the Company and its Subsidiaries for such financial year, all prepared in

accordance with GAAP and stating in comparative form the respective audited

consolidated figures as of the end of and for the previous financial year and accompanied

by the opinion thereon of Ernst & Young, Chartered Accountants & Registered Auditors,

or other independent chartered accountants of recognized international standing;

(B) as soon as available and in any event within 90 days after the end of the

first six-month period in each financial year of the Company, copies of its semiannual

report for such period containing interim unaudited financial statements of the Company

and its Subsidiaries for such period, all prepared in accordance with GAAP and stating in

comparative form the respective consolidated figures for the corresponding period in the

previous financial year and all certified by an Authorized Officer of the Company to

fairly present the information contained therein;

(C) concurrently with the financial statements furnished pursuant to

Subsections (A) and (B) above, a certificate duly executed by an Authorized Officer of

the Company stating that, based upon such examination or investigation and review of

this Agreement as in the opinion of the signer is necessary to enable the signer to express

an informed opinion with respect thereto, no Default or Event of Default has occurred

during the period covered by the financial statements being furnished at such time or, if

* ~~~~any Default or Event of Default shall have occurred during such period, specifying all

such Defaults and Events of Default, and the nature and period of existence thereof, and

what action the Company has taken, is taking or proposes to take with respect thereto;

(D) promptly after the same are available and in any event within 15 days

thereof, copies of all financial statements, reports and other material information as the

Company shall send or make available generally to its security holders or as the

Company may file with The Irish Stock Exchange Limited and/or the London Stock

Exchange Limited or any other securities exchange on which its securities are traded or

with the United States Securities and Exchange Commission or any similar

Governmental Body in Ireland and which has been made public by such exchange,

* ~~~~Commission or Governmental Body;

(E) promptly after the Company becomes aware of the existence of a Default

or an Event of Default and in any event within five Business Days thereof, a certificate

duly executed by an Authorized Officer of the Company specifying the nature and period

* ~~~~of existence thereof and what action the Company has taken, is taking or proposes to takewith respect thereto;

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Securities Valuation Office, National Association of Insurance Commissioners, 195 Broadway, New York, New York 10007-3195, in duplicate:

(A) as soon as available and in any event within 120 days after the end of each financial year of the Company, copies of an audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such financial year and of the related audited consolidated profit and loss account and audited statement of consolidated cash flows of the Company and its Subsidiaries for such financial year, all prepared in accordance with GAAP and stating in comparative form the respective audited consolidated figures as of the end of and for the previous financial year and accompanied by the opinion thereon of Ernst & Young, Chartered Accountants & Registered Auditors, or other independent chartered accountants of recognized international standing;

(B) as soon as available and in any event within 90 days after the end of the first six-month period in each financial year of the Company, copies of its semiannual report for such period containing interim unaudited financial statements of the Company and its Subsidiaries for such period, all prepared in accordance with GAAP and stating in comparative form the respective consolidated figures for the corresponding period in the previous financial year and all certified by an Authorized Officer of the Company to fairly present the information contained therein;

(C) concurrently with the financial statements furnished pursuant to Subsections (A) and (B) above, a certificate duly executed by an Authorized Officer of the Company stating that, based upon such examination or investigation and review of this Agreement as in the opinion of the signer is necessary to enable the signer to express an informed opinion with respect thereto, no Default or Event of Default has occurred during the period covered by the financial statements being furnished at such time or, if any Default or Event of Default shall have occurred during such period, specifying all such Defaults and Events of Default, and the nature and period of existence thereof, and what action the Company has taken, is taking or proposes to take with respect thereto;

CD) promptly after the same are available and in any event within 15 days thereof, copies of all financial statements, reports and other material information as the Company shall send or make available generally to its security holders or as the Company may file with The Irish Stock Exchange Limited and/or the London Stock Exchange Limited or any other securities exchange on which its securities are traded or with the United States Securities and Exchange Commission or any similar Governmental Body in Ireland and which has been made public by such exchange, Commission or Governmental Body;

(E) promptly after the Company becomes aware of the existence of a Default or an Event of Default and in any event within five Business Days thereof, a certificate duly executed by an Authorized Officer of the Company specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;

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(F) promptly, and in any event within five days after a Responsible Officer

becoming aware of any of the following, a written notice setting forth the nature thereof

* ~~~~and the action, if any, that the Company or an ERISA Affiliate proposes to take withrespect thereto:

(i) with respect to any Plan, any reportable event, as defined in section

4043(c) of ERISA and the regulations thereunder, for which notice thereof has not

* ~~~~~~been waived; or

(ii) the taking by the PBGC of steps to institute, or the threatening by

the PBGC of the institution of, proceedings under section 4042 of ERISA for the

termination of, or the appointment of a trustee to administer, any Plan, or the

* ~~~~~~receipt by the Company or any ERISA Affiliate of a notice from a MultiernployerPlan that such action has been taken by the PBGC with respect to suchMultiemnployer Plan; or

(iii) any event, transaction or condition that could result in the incurring

* ~~~~~~of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV

of ERISA or the penalty or excise tax provisions of the Code relating to employee

benefit plans, or in the imposition of any Lien on any of the rights, properties or

assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA

or such penalty or excise tax provisions, if such liability or Lien, taken togetherwith any other such liabilities or Liens then existing, would reasonably beexpected to have a Material Adverse Effect.

(G) with reasonable promptness, such other information, including financial

statements and computations, relating to (i) the performance of the provisions of this

Agreement and the Notes, and/or (ii) the affairs of the Company and its Subsidiaries, in

each case, as any Purchaser or any such holder may from time to time reasonably request.

The holders of the Notes agree that, so long as no Default or Event of Default exists, in

the event the holders receive a written request from the Company to extend the number of days

with respect to which the Company is required to deliver the financial statements described in

§§7(A) or (B) above, and such request is made prior to the date on which the financial statements

are otherwise required to be delivered and contains a reasonably detailed description describing

why the Company is unable to timely furnish such financial statements, the holders will not

unreasonably withhold their consent to granting the Company an additional period not to exceed

30 days in the aggregate to permit the Company to comply with the requirements of said §§7(A)* ~~~or (B).

The Company will keep at the principal executive office of the Company a true copy of

this Agreement (as at the time in effect) and cause the same to be available for inspection at said

office during normal business hours by any holder of a Note or any prospective transferee of a

* ~~Note designated by a holder thereof.

* ~~~~~~~~~~~~~~-19-


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(F) promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived; or

(ii) the taking by the PBOC of steps to institute, or the threatening by the PBOC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBOC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurring of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect.

(0) with reasonable promptness, such other information, including financial statements and computations, relating to (i) the performance of the provisions of this Agreement and the Notes, and/or (ii) the affairs of the Company and its Subsidiaries, in each case, as any Purchaser or any such holder may from time to time reasonably request.

The holders of the Notes agree that, so long as no Default or Event of Default exists, in the event the holders receive a written request from the Company to extend the number of days with respect to which the Company is required to deliver the financial statements described in §§7(A) or (B) above, and such request is made prior to the date on which the financial statements are otherwise required to be delivered and contains a reasonably detailed description describing why the Company is unable to timely furnish such financial statements, the holders will not unreasonably withhold their consent to granting the Company an additional period not to exceed 30 days in the aggregate to permit the Company to comply with the requirements of said §§7(A) or (B).

The Company will keep at the principal executive office of the Company a true copy of this Agreement (as at the time in effect) and cause the same to be available for inspection at said office during normal business hours by any holder of a Note or any prospective transferee of a Note designated by a holder thereof.

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SECTION 8. INSPECTION OF PROPERTIES AND BOOKS.

* ~~~~So long as any Purchaser shall be obligated to purchase, or any Purchaser or any other

institutional investor shall hold, Notes, such Purchaser or such other holder shall have the right to

visit and inspect any of the properties of the Company and of its Subsidiaries and to discuss the

affairs, finances and accounts of the Company and of its Subsidiaries with the executive

directors, executives and independent chartered accountants of the Company, all at such

* ~~reasonable times and intervals and to such reasonable extent as such Purchaser or such other

holder may desire and upon reasonable notice to the Company. During the occurrence and

continuance of a Default or Event of Default or at any time when any holder of a Note

reasonably believes that a Default or Event of Default is likely to occur, in addition to the rights

specified in the preceding sentence, each such holder shall have the right to examine the books

* ~~and records of the Company and its Subsidiaries, except to the extent prohibited by applicable

laws or regulations and consistent with Irish banking requirements, all at such times and intervals

as such holder shall deem necessary or appropriate. All expenses incurred by any such holder in

connection with such holder's exercise of rights pursuant this §8 shall be borne by such holder,

except that the Company shall pay all out-of-pocket expenses incurred by each such holder in

* ~~connection with the exercise of rights pursuant to this §8 at any time when a Default or an Event

of Default has occurred and is continuing.

Each Purchaser agrees, and each such other holder shall be deemed to have agreed by

acceptance of any Note, that such Purchaser or holder will use its reasonable efforts to hold all

* ~~information received pursuant to this Agreement in confidence in accordance with such

Purchaser's or such holder's customary procedures for handling confidential information. It is

understood that such Purchaser or such other holder, consistent with any such procedures, may

disclose such confidential information, or portions thereof: (A) to any bona fide prospective

transferee in connection with the contemplated transfer of Notes, provided that such transferee

has similarly agreed to hold such information in confidence; (B) to the extent necessary to

comply with the request of, or as otherwise customarily disclosed to, any bank or insurance

company regulatory body or other Governmental Body (including without limitation the United

States National Association of Insurance Commissioners or any successor thereto) or

representatives thereof or any rating agency in connection with the rating of such Purchaser's or

such other holder's (or any affiliates thereof) securities or claims paying ability; (C) to such

Purchaser's or such other holder's officers, employees, trustees and directors and those of such

Purchaser's and such other holder's subsidiaries or affiliates; (D) to the extent necessary to

comply with any subpoena or other court process or in connection with any litigation or legal

proceeding; (E) to such Purchaser's or such other holder's independent auditors and accountants,

counsel and other professional advisers in the course of their respective duties; (F) to the extent

* ~~such Purchaser or such other holder reasonably believes it necessary to comply with any

applicable law, statute, regulation, ruling or Order; (G) in the enforcement of such Purchaser's or

such other holder's rights hereunder and under the Notes during the continuance of a Default or

Event of Default; (H) which is, or after delivery to such Purchaser or such holder becomes,

otherwise publicly known or generally available to the public other than as a result of a

* ~~disclosure by such Purchaser or such other holder; and (I) to any holder of a Note.

* -~~~~~~~~~~~~~~20-


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SECfION 8. INSPECfION OF PROPERTIES AND BOOKS.

So long as any Purchaser shall be obligated to purchase, or any Purchaser or any other institutional investor shall hold, Notes, such Purchaser or such other holder shall have the right to visit and inspect any of the properties of the Company and of its Subsidiaries and to discuss the affairs, finances and accounts of the Company and of its Subsidiaries with the executive directors, executives and independent chartered accountants of the Company, all at such reasonable times and intervals and to such reasonable extent as such Purchaser or such other holder may desire and upon reasonable notice to the Company. During the occurrence and continuance of a Default or Event of Default or at any time when any holder of a Note reasonably believes that a Default or Event of Default is likely to occur, in addition to the rights specified in the preceding sentence, each such holder shall have the right to examine the books and records of the Company and its Subsidiaries, except to the extent prohibited by applicable laws or regulations and consistent with Irish banking requirements, all at such times and intervals as such holder shall deem necessary or appropriate. All expenses incurred by any such holder in connection with such holder's exercise of rights pursuant this §8 shall be borne by such holder, except that the Company shall pay all out-of-pocket expenses incurred by each such holder in connection with the exercise of rights pursuant to this §8 at any time when a Default or an Event of Default has occurred and is continuing.

Each Purchaser agrees, and each such other holder shall be deemed to have agreed by acceptance of any Note, that such Purchaser or holder will use its reasonable efforts to hold all information received pursuant to this Agreement in confidence in accordance with such Purchaser's or such holder's customary procedures for handling confidential information. It is understood that such Purchaser or such other holder, consistent with any such procedures, may disclose such confidential information, or portions thereof: (A) to any bona fide prospective transferee in connection with the contemplated transfer of Notes, provided that such transferee has similarly agreed to hold such information in confidence; (B) to the extent necessary to comply with the request of, or as otherwise customarily disclosed to, any bank or insurance company regulatory body or other Governmental Body (including without limitation the United States National Association of Insurance Commissioners or any successor thereto) or representatives thereof or any rating agency in connection with the rating of such Purchaser's or such other holder' s (or any affiliates thereof) securities or claims paying ability; (C) to such Purchaser's or such other holder's officers, employees, trustees and directors and those of such Purchaser's and such other holder's subsidiaries or affiliates; (D) to the extent necessary to comply with any subpoena or other court process or in connection with any litigation or legal proceeding; (E) to such Purchaser's or such other holder's independent auditors and accountants, counsel and other professional advisers in the course of their respective duties; (F) to the extent such Purchaser or such other holder reasonably believes it necessary to comply with any applicable law, statute, regulation, ruling or Order; (G) in the enforcement of such Purchaser's or such other holder's rights hereunder and under the Notes during the continuance of a Default or Event of Default; (H) which is, or after delivery to such Purchaser or such holder becomes, otherwise publicly known or generally available to the public other than as a result of a disclosure by such Purchaser or such other holder; and (I) to any holder of a Note.

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SECTION 9. COVENANTS.

The Company covenants and agrees that so long as any Note or any obligation of the

Company under this Agreement shall be outstanding:D

Section 9.]. Payment of Principal, Interest and Premium; to Keep Books; Ranking. The

Company will duly and punctually pay the principal of and interest and premium, if any, on the

* ~~Notes in accordance with the terms of the Notes and this Agreement. The Company will ensure

that, at all times, all obligations and liabilities of the Company under this Agreement and the

Notes will rank in right of payment either pani passu or senior to all other Subordinated

Indebtedness.

* ~~~Section 9.2. Corporate Existence; Payment of Taxes; Maintenance of Properties;

Compliance with Laws; Insurance. The Company will, and will cause each of its Subsidiaries to,

(A) subject to §9.3, do or cause to be done all things necessary to preserve and

keep in full force and effect its corporate existence, rights (charter and statutory)

* ~~~~franchises, permits and licenses; provided, however, that the Company shall not be

required to preserve any right, franchise, permit or license of the Company, and no

Subsidiary shall be required to preserve its corporate existence or any right, franchise,

permit or license of such Subsidiary, if an Authorized Officer of the Company shall

determine that the preservation thereof is no longer desirable in the conduct of the

* ~~~~business of the Company and its Subsidiaries and that the loss thereof would not

reasonably be expected to have a Material Adverse Effect;

(B) pay and discharge or cause to be paid and discharged all taxes,

assessments and governmental charges or levies imposed upon it or upon its income or

* ~~~~profits or upon any of its property, or upon any part thereof, when due, as well as all

lawful claims for labor, materials and supplies which, if unpaid, might by law become a

Lien upon its property and which would individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect; provided, however, that neither the Company

nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy

or claim if (i) the amount, applicability or validity thereof shall currently be contested in

good faith by appropriate proceedings, and if such reserve or other appropriate provision,

if any, as shall be required by GAAP shall have been made therefor or (ii) payment

thereof may be deferred without penalty or interest;

(C) maintain and keep, or cause to be maintained and kept, its properties in

* ~~~~good repair, working order and condition, and from time to time make or cause to be

made all needful and proper repairs, renewals, replacements and improvements so that

the business carried on in connection therewith may be properly and advantageously

conducted at all times; provided, however, that nothing in this Subsection shall prevent

the Company or any of its Subsidiaries from discontinuing the operation and the

* ~~~~maintenance of any of its properties if such discontinuance is, in the opinion of an

Authorized Officer of the Company, desirable in the conduct of its business and would

* ~~~~~~~~~~~~~~-21-


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The Company covenants and agrees that so long as any Note or any obligation of the Company under this Agreement shall be outstanding:

Section 9.1. Payment of Principal, Interest and Premium; to Keep Books; Ranking. The Company will duly and punctually pay the principal of and interest and premium, if any, on the Notes in accordance with the terms of the Notes and this Agreement. The Company will ensure that, at all times, all obligations and liabilities of the Company under this Agreement and the Notes will rank in right of payment either pari passu or senior to all other Subordinated Indebtedness.

Section 9.2. Corporate Existence; Payment of Taxes; Maintenance of Properties; Compliance with Laws; Insurance. The Company will, and will cause each of its Subsidiaries to,

(A) subject to §9.3, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) franchises, permits and licenses; provided, however, that the Company shall not be required to preserve any right, franchise, permit or license of the Company, and no Subsidiary shall be required to preserve its corporate existence or any right, franchise, permit or license of such Subsidiary, if an Authorized Officer of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries and that the loss thereof would not reasonably be expected to have a Material Adverse Effect;

(B) pay and discharge or cause to be paid and discharged all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any of its property, or upon any part thereof, when due, as well as all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon its property and which would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; provided, however, that neither the Company nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings, and if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor or (ii) payment thereof may be deferred without penalty or interest;

(C) maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Subsection shall prevent the Company or any of its Subsidiaries from discontinuing the operation and the maintenance of any of its properties if such discontinuance is, in the opinion of an Authorized Officer of the Company, desirable in the conduct of its business and would

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not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect;

(D) comply in all material respects with all applicable statutes, regulations and

Orders of, and all applicable restrictions imposed by, any Governmental Body, in respect

of the conduct of its business and the ownership of its properties, except such as are being

contested in good faith by appropriate proceedings; and

(E) insure and keep insured, with financially sound and reputable insurers, so

much of their respective properties, and such insurance shall be in such amounts (and

with such deductibles), as companies engaged in a similar business in accordance with

good business practice customarily insure properties of a similar character against loss by

* ~~~~fire and from other causes and the Company will, and will cause each of its Subsidiaries

to, maintain, with financially sound and reputable insurers, public liability insurance

against claims for personal injury, death or property damage suffered by others upon or in

or about any premises occupied by it or occurring as a result of its ownership,

maintenance or operations of any automobiles, trucks or other vehicles, aircraft or other

* ~~~~facilities or as a result of the use of products manufactured, constructed or sold by it or

services rendered by it, in such amounts (and with such deductibles) as such insurance is

usually carried by companies engaged in a similar business and as is in accordance with

good business practice.

* ~~~~Section 9.3. Consolidation, Merger or Disposition of Assets. The Company will not

consolidate with or merge with or into, or sell, lease or otherwise dispose of its assets as an

entirety or substantially as an entirety to, any Person, unless

(i) the surviving entity of such consolidation or merger or the transferee of

such assets (x) is a solvent Person organized under the laws of any OECD Member State

or any jurisdiction therein and (y) if other than the Company, (1) expressly assumes in

writing all obligations of the Company under this Agreement and the Notes and

(2) causes to be delivered to each holder of Notes an opinion of independent counsel

reasonably satisfactory to the Holders of at least 5 1% in aggregate principal amount of

the Notes, to the effect that the agreements or instruments effecting such assumption are

enforceable in accordance with their terms and comply with the terms hereof; and

(ii) in the case of any -such transaction, after giving effect thereto no Default or

Event of Default shall have occurred and be continuing.

* ~~~No disposition of assets under this §9.3 shall release the corporation that originally executed this

Agreement as the issuer of the Notes from its liability as an obligor on the Notes.

Section 9.4. Maintenance of Records and Capital Reserves. The Company will, and will

cause each of its Subsidiaries to, (i) keep proper books of record and account and set aside

appropriate reserves, all in accordance with GAAP and all other applicable laws and regulations

and (ii) maintain such amounts of capital and of such type or types as may from time to time be

required as minimum capitalization for banks and other institutions engaged in a business similar

* ~~~~~~~~~~~~~~-22-


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not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(D) comply in all material respects with all applicable statutes, regulations and Orders of, and all applicable restrictions imposed by, any Governmental Body, in respect of the conduct of its business and the ownership of its properties, except such as are being contested in good faith by appropriate proceedings; and

(E) insure and keep insured, with financially sound and reputable insurers, so much of their respective properties, and such insurance shall be in such amounts (and with such deductibles), as companies engaged in a similar business in accordance with good business practice customarily insure properties of a similar character against loss by fire and from other causes and the Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, public liability insurance against claims for personal injury, death or property damage suffered by others upon or in or about any premises occupied by it or occurring as a result of its ownership, maintenance or operations of any automobiles, trucks or other vehicles, aircraft or other facilities or as a result of the use of products manufactured, constructed or sold by it or services rendered by it, in such amounts (and with such deductibles) as such insurance is usually carried by companies engaged in a similar business and as is in accordance with good business practice.

Section 9.3. Consolidation, Merger or Disposition of Assets. The Company will not consolidate with or merge with or into, or sell, lease or otherwise dispose of its assets as an entirety or substantially as an entirety to, any Person, unless

(i) the surviving entity of such consolidation or merger or the transferee of such assets (x) is a solvent Person organized under the laws of any OECD Member State or any jurisdiction therein and (y) if other than the Company, (1) expressly assumes in writing all obligations of the Company under this Agreement and the Notes and (2) causes to be delivered to each holder of Notes an opinion of independent counsel reasonably satisfactory to the Holders of at least 51 % in aggregate principal amount of the Notes, to the effect that the agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and

(ii) in the case of any such transaction, after giving effect thereto no Default or Event of Default shall have occurred and be continuing.

No disposition of assets under this §9.3 shall release the corporation that originally executed this Agreement as the issuer of the Notes from its liability as an obligor on the Notes.

Section 9.4. Maintenance of Records and Capital Reserves. The Company will, and will cause each of its Subsidiaries to, (i) keep proper books of record and account and set aside appropriate reserves, all in accordance with GAAP and all other applicable laws and regulations and (ii) maintain such amounts of capital and of such type or types as may from time to time be required as minimum capitalization for banks and other institutions engaged in a business similar

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to that of the Company and its Subsidiaries under all capital adequacy guidelines (including

minimum capital ratios) and requirements applicable to the Company and its Subsidiaries.

Section 9.5. Transactions with Affiliates. The Company will not, and will not permit

any of its Subsidiaries to, engage in any Material transaction or series of Material transactions

with or for the benefit of any Affiliate of the Company (other than a Wholly-owned Subsidiary

of the Company) except in the ordinary course of business and on terms no more favorable to

such Affiliate than would have been obtainable in an arms' length transaction.

Section 9.6. Lines of Business. The Company and its Subsidiaries, taken as a whole,

shall continue to be primarily engaged in the banking business and in services reasonably related

or complementary to the banking business including treasury and other financial services.

Section 9.7. Appointment of Agent. The Company shall appoint CT Corporation System

as its agent for service of process and shall promptly after the Closing Date provide the holders

of Notes with evidence of the consent of CT Corporation System in New York, New York to act

as agent from the Closing Date to and including September 29, 2018 (and shall provide such

* ~~holders with evidence of the payment in full of all fees in respect thereto.)

SECTION 10. DEFINITIONS.

Section 10.]. Definitions. Except as otherwise specified or as the context may otherwise

* ~~require, the following terms shall have the respective meanings set forth below whenever used in

this Agreement and shall include the singular as well as the plural:

"Affiliate" of any designated Person means (i) any director, officer or employee of such

Person or (ii) any other Person which, directly or indirectly, controls or is controlled by or is

* ~~under common control with such designated Person. For the purposes of this definition,

" control" (including, with correlative meanings, the terms "controlled by" and "under common

control with"), as used with respect to any Person, means the possession, directly or indirectly,

of the power to direct or cause the direction of the management and policies of such Person,

whether through the ownership of voting securities or by contract or otherwise, provided that, in

* ~~any event, any Person that owns directly or indirectly securities having 10% or more of the

voting power for the election of directors or other governing body of a corporation or 10% or

more of the partnership or other ownership interests of any other Person (other than as a limited

partner of such other Person) will be deemed to control such corporation or other Person.

"Agreement" means this Note Purchase Agreement as amended from time to time.

"Anti-Terrorism Order" means Executive Order No. 13,224 of September 24, 2001,

Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit

or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (200 1), as amended.

9 ~~~~"Authorized Officer" means any of the following officers of the Company: the chief

executive officer; any executive director; and the Head of Funding.

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to that of the Company and its Subsidiaries under all capital adequacy guidelines (including minimum capital ratios) and requirements applicable to the Company and its Subsidiaries.

Section 9.5. Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, engage in any Material transaction or series of Material transactions with or for the benefit of any Affiliate of the Company (other than a Wholly-owned Subsidiary of the Company) except in the ordinary course of business and on terms no more favorable to such Affiliate than would have been obtainable in an arms' length transaction.

Section 9.6. Lines of Business. The Company and its Subsidiaries, taken as a whole, shall continue to be primarily engaged in the banking business and in services reasonably related or complementary to the banking business including treasury and other financial services.

Section 9.7. Appointment of Agent. The Company shall appoint CT Corporation System as its agent for service of process and shall promptly after the Closing Date provide the holders of Notes with evidence of the consent of CT Corporation System in New York, New York to act as agent from the Closing Date to and including September 29, 2018 (and shall provide such holders with evidence of the payment in full of all fees in respect thereto.)


Section 10.1. Definitions. Except as otherwise specified or as the context may otherwise require, the following terms shall have the respective meanings set forth below whenever used in this Agreement and shall include the singular as well as the plural:

"Affiliate" of any designated Person means (i) any director, officer or employee of such Person or (ii) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such designated Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise, provided that, in any event, any Person that owns directly or indirectly securities having 10% or more of the voting power for the election of directors or other governing body of a corporation or 10% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.


"Anti-Terrorism Order" means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

"Authorized Officer" means any of the following officers of the Company: the chief executive officer; any executive director; and the Head of Funding.

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"Business Day" means any day except a Saturday, a Sunday or other day on which

commercial banks are required or authorized to close in New York, New York, Chicago, Illinois

or Dublin, Ireland.

"Capital Lease Obligations" means, for any Person, all obligations of such Person to pay

rent or other amounts under a lease of (or other agreement conveying the right to use) property to

the extent such obligations are required to be classified and accounted for as a capital lease or

* ~~finance lease on a balance sheet of such Person in accordance with GAAP.

"Closing Date" has the meaning stated in §1.2.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the

* ~~rules and regulations promulgated thereunder from time to time.

"Consolidated Net Earnings" for any period means the profit after taxation and minority

interests of the Company and its Subsidiaries for such period, determined on a consolidated basis

in accordance with GAAP, excluding in any event extraordinary items.

"Default" has the meaning stated in §11.2.

"Dollar" or "U.S.$" means lawful money of the United States of America.

* ~~~~"ERISA " means the United States Employee Retirement Income Security Act of 1974, as

amended from time to time, and the rules and regulations promulgated thereunder from time totime in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is

treated as a single employer together with the Company under Section 414 of the Code.

"Euro" or ",6 " means the lawful currency of Ireland.

"Event of Default" has the meaning stated in §11.1.

"Foreign Pension Plan" means any plan, fund (including, without limitation, any

superannuation fund) or other similar program established or maintained outside the United

States of America by the Company or any one or more of its Subsidiaries primarily for the

benefit of employees residing outside the United States of America of the Company or such

Subsidiaries which plan, fund or other similar program provides for retirement income for such

* ~~employees, results in a deferral of income for such employees in contemplation of retirement or

provides for payments to be made to such employees upon termination of employment, and

which plan is not subject to ERISA or the Code.

"Forms" has the meaning stated in §5(B).

"GAAP" means generally accepted accounting principles as in effect from time to time in

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"Business Day" means any day except a Saturday, a Sunday or other day on which commercial banks are required or authorized to close in New York, New York, Chicago, Illinois or Dublin, Ireland.

"Capital Lease Obligations" means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) property to the extent such obligations are required to be classified and accounted for as a capital lease or finance lease on a balance sheet of such Person in accordance with GAAP.

"Closing Date" has the meaning stated in § 1.2.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder from time to time.

"Consolidated Net Earnings" for any period means the profit after taxation and minority interests of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, excluding in any event extraordinary items.

"Default" has the meaning stated in § 11.2.


"ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.

"Euro" or "€" means the lawful currency of Ireland.


"Foreign Pension Plan" means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Company or anyone or more of its Subsidiaries primarily for the benefit of employees residing outside the United States of America of the Company or such Subsidiaries which plan, fund or other similar program provides for retirement income for such employees, results in a deferral of income for such employees in contemplation of retirement or provides for payments to be made to such employees upon termination of employment, and which plan is not subject to ERISA or the Code.


"GAAP" means generally accepted accounting principles as in effect from time to time in Ireland.

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"Governmental Body" means (A) the government of (i) the United States of America and

* ~~any State or other political subdivision thereof, (ii) Ireland and any political subdivision thereof

or (iii) any juidcinin which the Company or any Subsidiary conducts all or any part of its

business, or which asserts jurisdiction over any properties of the Company or any Subsidiary or

(B) any entity exercising legislative, judicial, regulatory or administrative functions of, or

pertaining to, any such government.

"IFSRA" means the Irish Financial Services Regulatory Authority of Ireland, being the

successor to the Central Bank of Ireland as banking regulator in Ireland.

"Indebtedness" of any Person means, without duplication, (A) all obligations for

borrowed money of such Person (including in any event in the case of the Company or any

* ~~Subsidiary, all obligations arising from deposits made with the Company or any such

Subsidiary), (B) all obligations for the deferred purchase price of property acquired by such

Person (excluding accounts payable arising in the ordinary course of business but including all

obligations of such Person created or arising under any conditional sale or other title retention

agreement with respect to any property acquired by such Person), (C) all Capital Lease

* ~~Obligations of such Person, (D) all obligations for borrowed money secured by any Lien upon or

in any property owned by such Person whether or not such Person has assumed or become liable

for the payment of such obligations for borrowed money, (E) intermarket borrowings and (F) all

guaranties, direct or indirect, or endorsements (otherwise than for collection or deposit in the

ordinary course of business) or discounts with recourse, in each case, by such Person of any

* ~~obligations of other Persons of the type described in any of clauses (A) through (E) above.

"Interest Period" means a Series A Interest Period for Series A Notes and a Series B

Interest Period for Series B Notes.

* ~~~~"Ireland" means the Republic of Ireland.

"Irish Taxing Authority" has the meaning stated in §2.10.

"IRS" means the United States Internal Revenue Service.

"LIB OR" means, for each Interest Period, (a) the LIBOR Index Rate for such Interest

Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, with

respect to any Interest Period, an interest rate per annum equal to the London Interbank Offered

Rate for such Interest Period, as published or announced two (2) Business Days prior to the

commencement of such Interest Period in the Money Rates Section of The Wall Street Journal

(Eastern Edition), or (if the London Interbank Offered Rate for such Interest Period is not so

published or announced at such time) interpolated from publications or announcements in The

Wall Street Journal (Eastern Edition) for the London Interbank Offered Rates for the periods of

time closest to such Interest Period or, in the event that The Wall Street Journal (Eastern Edition)

ceases for any reason to publish or announce such rate of interest, any other source selected by

the holders of a majority in principal amount of the Series A Notes or Series B Notes, as the case

may be. "LIBOR Index Rate" means, for any Interest Period, the rate per annum (rounded

upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for

* ~~~~~~~~~~~~~~-25-


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"Governmental Body" means (A) the government of (i) the United States of America and any State or other political subdivision thereof, (ii) Ireland and any political subdivision thereof or (iii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary or (B) any entity exercising legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

"IFSRA" means the Irish Financial Services Regulatory Authority of Ireland, being the successor to the Central Bank of Ireland as banking regulator in Ireland.

"Indebtedness" of any Person means, without duplication, (A) all obligations for borrowed money of such Person (including in any event in the case of the Company or any Subsidiary, all obligations arising from deposits made with the Company or any such Subsidiary), (B) all obligations for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to any property acquired by such Person), (C) all Capital Lease Obligations of such Person, (D) all obligations for borrowed money secured by any Lien upon or in any property owned by such Person whether or not such Person has assumed or become liable for the payment of such obligations for borrowed money, (E) intermarket borrowings and (F) all guaranties, direct or indirect, or endorsements (otherwise than for collection or deposit in the ordinary course of business) or discounts with recourse, in each case, by such Person of any obligations of other Persons of the type described in any of clauses (A) through (E) above.

"Interest Period" means a Series A Interest Period for Series A Notes and a Series B Interest Period for Series B Notes.

"Ireland" means the Republic of Ireland.



"LIBOR" means, for each Interest Period, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, with respect to any Interest Period, an interest rate per annum equal to the London Interbank Offered Rate for such Interest Period, as published or announced two (2) Business Days prior to the commencement of such Interest Period in the Money Rates Section of The Wall Street Journal (Eastern Edition), or (if the London Interbank Offered Rate for such Interest Period is not so published or announced at such time) interpolated from publications or announcements in The Wall Street Journal (Eastern Edition) for the London Interbank Offered Rates for the periods of time closest to such Interest Period or, in the event that The Wall Street Journal (Eastern Edition) ceases for any reason to publish or announce such rate of interest, any other source selected by the holders of a majority in principal amount of the Series A Notes or Series B Notes, as the case may be. "LIBOR Index Rate" means, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for

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deposits in U.S. Dollars for a period equal to such Interest Period which appears on the

Bloomberg Financial Markets Service Page BBAM-1 (or if such page Is not available, the

Reuters Screen LIBO Page) as of 1 1:00 a.m. (London, England time) on the date two (2)

Business Days before the commencement of such Interest Period. "Reuters Screen LIBO Page"

means the display designated as the "LIBO" page on the Reuters Monitory Money Rates Service

(or such other page as may replace the LIBO page on that service Or such other service as may be

nominated by the British Bankers' Association as the information vendor for the purpose of

displaying British Banker's Association Interest Settlement Rates for U.S. Dollar deposits).

"Lien" means, with respect to any Person, any mortgage, lien, pledge, adverse claim,

charge, security interest or other encumbrance, or any interest or title of any vendor, lessor,

lender or other secured party to or of such Person under any conditional sale or other title

* ~~retention agreement or capital lease, upon or with respect to any property or asset of such Person,

or the signing or filing of any financing statement which names such Person as debtor, or the

signing of any security agreement authorizing any other party as the secured party thereunder to

file any financing statement naming such Person as debtor.

* ~~~~"Make-Whole Amount" means, in connection with any (i) determination of the "Modified

Make-Whole Amount" in connection with a prepayment pursuant to §6.3 at any time prior to

September 29, 2010 in the case of the Series A Notes and at any time prior to September 29,

2012 in the case of the Series B Notes or (ii) payment pursuant to §11.1 in connection with any

Event of Default occurring at any time prior to September 29, 2010 in the case of the Series A

* ~~Notes and at any time prior to September 29, 2012 in the case of the Series B Notes, the amount

(but not less than zero) equal to

(A) the sum of the Present Values (as hereinafter defined) as of the date of

such prepayment or payment of (1) the principal amount of such Note being prepaid or

* pa~~~~id (assuming the principal balance of such Note payable upon maturity is paid when

due) and (2) the amount of interest (other than accrued interest being paid concurrently

with such prepayment or payment ) which would have been payable on the dates set forth

in the Series A Notes up to and including September 29, 2010, in the case of the Series A

Notes and on the dates set forth in the Series B Notes up to and including September 29,

2012 in the case of the Series B Notes on the amount of such principal being prepaid or

0 ~~~~paid (assuming the principal balance of such Note payable upon maturity and interest

payments were paid when due and, in the case of a payment in respect of (i) the Series A

Notes, assuming the interest rate per annum shall be deemed to be 4.71% and (ii) the

Series B Notes, assuming the interest rate per annum shall be deemed to be 4.80%),

minus

(B) the principal amount of such Note being prepaid.

For purposes of this definition, "Present Value" shall be determined in accordance with

generally accepted financial practice in the United States of America on a semi-annual basis at a

* ~~discount rate equal to the sum of the applicable Treasury Yield plus 0.50%; the "Treasury Yield"

for such purpose shall be determined by reference to the yield for U.S. Treasury securities as

indicated by Bloomberg Financial Markets (page PXI) (or, if such data ceases to be available,

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deposits in U.S. Dollars for a period equal to such Interest Period which appears on the Bloomberg Financial Markets Service Page BBAM-1 (or if such page is not available, the Reuters Screen LlBO Page) as of 11:00 a.m. (London, England time) on the date two (2) Business Days before the commencement of such Interest Period. "Reuters Screen LIBD Page" means the display designated as the "LlBO" page on the Reuters Monitory Money Rates Service (or such other page as may replace the LlBO page on that service or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Banker's Association Interest Settlement Rates for U.S. Dollar deposits).

"Lien" means, with respect to any Person, any mortgage, lien, pledge, adverse claim, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or capital lease, upon or with respect to any property or asset of such Person, or the signing or filing of any financing statement which names such Person as debtor, or the signing of any security agreement authorizing any other party as the secured party thereunder to file any financing statement naming such Person as debtor.

"Make-Whole Amount" means, in connection with any (i) determination of the "Modified Make-Whole Amount" in connection with a prepayment pursuant to §6.3 at any time prior to September 29, 2010 in the case of the Series A Notes and at any time prior to September 29, 2012 in the case of the Series B Notes or (ii) payment pursuant to §11.1 in connection with any Event of Default occurring at any time prior to September 29,2010 in the case of the Series A Notes and at any time prior to September 29, 2012 in the case of the Series B Notes, the amount (but not less than zero) equal to

(A) the sum of the Present Values (as hereinafter defined) as of the date of such prepayment or payment of (1) the principal amount of such Note being prepaid or paid (assuming the principal balance of such Note payable upon maturity is paid when due) and (2) the amount of interest (other than accrued interest being paid concurrently with such prepayment or payment) which would have been payable on the dates set forth in the Series A Notes up to and including September 29, 2010, in the case of the Series A Notes and on the dates set forth in the Series B Notes up to and including September 29, 2012 in the case of the Series B Notes on the amount of such principal being prepaid or paid (assuming the principal balance of such Note payable upon maturity and interest payments were paid when due and, in the case of a payment in respect of (i) the Series A Notes, assuming the interest rate per annum shall be deemed to be 4.71 % and (ii) the Series B Notes, assuming the interest rate per annum shall be deemed to be 4.80%), minus


For purposes of this definition, "Present Value" shall be determined in accordance with generally accepted financial practice in the United States of America on a semi-annual basis at a discount rate equal to the sum of the applicable Treasury Yield plus 0.50%; the "Treasury Yield" for such purpose shall be determined by reference to the yield for U.S. Treasury securities as indicated by Bloomberg Financial Markets (page PX1) (or, if such data ceases to be available,

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deposits in U.S. Dollars for a period equal to such Interest Period which appears on the Bloomberg Financial Markets Service Page BBAM-1 (or if such page is not available, the Reuters Screen LIBO Page) as of 11:00 a.m. (London, England time) on the date two (2) Business Days before the commencement of such Interest Period. "Reuters Screen LIBD Page" means the display designated as the "LIBO" page on the Reuters Monitory Money Rates Service (or such other page as may replace the LIBO page on that service or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Banker's Association Interest Settlement Rates for U.S. Dollar deposits).






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deposits in U.S. Dollars for a period equal to such Interest Period which appears on the Bloomberg Financial Markets Service Page BBAM-1 (or if such page is not available, the Reuters Screen LIBO Page) as of 11:00 a.m. (London, England time) on the date two (2) Business Days before the commencement of such Interest Period. "Reuters Screen LIBD Page" means the display designated as the "LIBO" page on the Reuters Monitory Money Rates Service (or such other page as may replace the LIBO page on that service or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Banker's Association Interest Settlement Rates for U.S. Dollar deposits).






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any publicly available source of similar market data) at approximately 10:00 A.M., New York

* ~~City time on the third Business Day prior to the date of such prepayment or payment of such

Note, and shall be the yield on actively traded U.S. Treasury securities having a constant

maturity equal to the then-remaining Weighted Average Life to Maturity of such Note; provided

that if such then-remaining Weighted Average Life to Maturity is not equal to the maturity of an

actively traded U.S. Treasury security, such yield shall be obtained by linear interpolation from

the yields for the two most closely corresponding actively traded U.S. Treasury securities having

a constant maturity next longer and shorter than such then remaining Weighted Average Life to

Maturity; "Weighted Average Life to Maturity" of the principal amount of any such Note being

so prepaid or paid means, as of any date of determination, the number of years obtained by

dividing the then Remaining Dollar-Years of such principal by the aggregate amount of such

principal; and the "Remaining Dollar-Years" of such principal means the amount obtained by

* ~~(1) multiplying (x) the remainder of (i) the amount of principal that would have become due in

respect thereof on each scheduled payment date, if any, if such prepayment or payment had not

been made, less (ii) the amount of principal of such Note scheduled to become due on each such

payment date, if any, after giving effect to such prepayment, by (y) the number of years which

will elapse between the date of determination and such scheduled payment date, and (2) totaling

* ~~the products obtained in clause (1).

"Material" means material in relation to the business, operations, affairs, financial

condition, assets, properties or prospects of the Company and its subsidiaries taken as a whole.

* ~~~~"Material Adverse Effect" means a material adverse effect on (A) the financial condition,

business, properties, profits or (for purposes of §2) prospects of the Company and its

Subsidiaries taken as a whole, (B) the ability of the Company to peiform its obligations under

this Agreement or the Notes or (C) the legality, validity or enforceability of this Agreement or

the Notes or the rights and remedies of the holders of the Notes thereunder.

"Modified Make-Whole Amount" means in respect of any Note, the Make-Whole

Amount except that the discount rate to be used in determining the Present Value in respect of

such Note shall be the sum of the applicable Treasury Yield plus 1.00%.

"Mu ltiemployer Plan" means any Plan that is a "multiemployer plan" (as such term is

defined in section 400 1(a)(3) of ERISA).

"Note Register" has the meaning stated in §13.

"Notes" has the meaning stated in §1.1.

"OECD" means the Organization for Economic Cooperation and Development.

"OECD Member States" means certain member countries of the OECD as of the Closing

Date (but excluding the Czech Republic, Greece, Hungary, Poland, Slovak Republic and

Turkey), such nations being: Australia, Austria, Belgium, Canada, Denmark, Finland, France,

Germany, Iceland, Ireland, Italy, Japan, Korea, Luxembourg, Mexico, The Netherlands, New

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any publicly available source of similar market data) at approximately 10:00 A.M., New York City time on the third Business Day prior to the date of such prepayment or payment of such Note, and shall be the yield on actively traded U.S. Treasury securities having a constant maturity equal to the then-remaining Weighted Average Life to Maturity of such Note; provided that if such then-remaining Weighted Average Life to Maturity is not equal to the maturity of an actively traded U.S. Treasury security, such yield shall be obtained by linear interpolation from the yields for the two most closely corresponding actively traded U.S. Treasury securities having a constant maturity next longer and shorter than such then remaining Weighted Average Life to Maturity; "Weighted Average Life to Maturity" of the principal amount of any such Note being so prepaid or paid means, as of any date of determination, the number of years obtained by dividing the then Remaining Dollar-Years of such principal by the aggregate amount of such principal; and the "Remaining Dollar-Years" of such principal means the amount obtained by (1) mUltiplying (x) the remainder of (i) the amount of principal that would have become due in respect thereof on each scheduled payment date, if any, if such prepayment or payment had not been made, less (ii) the amount of principal of such Note scheduled to become due on each such payment date, if any, after giving effect to such prepayment, by (y) the number of years which will elapse between the date of determination and such scheduled payment date, and (2) totaling the products obtained in clause (1).

"Material" means material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Company and its subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on (A) the financial condition, business, properties, profits or (for purposes of §2) prospects of the Company and its Subsidiaries taken as a whole, (B) the ability of the Company to perform its obligations under this Agreement or the Notes or (C) the legality, validity or enforceability of this Agreement or the Notes or the rights and remedies of the holders of the Notes thereunder.

"Modified Make-Whole Amount" means in respect of any Note, the Make-Whole Amount except that the discount rate to be used in determining the Present Value in respect of such Note shall be the sum of the applicable Treasury Yield plus 1.00%.

"Multiemployer Plan" means any Plan that is a "multi employer plan" (as such term is defined in section 4001(a)(3) of ERISA).


"Notes" has the meaning stated in § 1.1.

"DECD" means the Organization for Economic Cooperation and Development.

"DECD Member States" means certain member countries of the OECD as of the Closing Date (but excluding the Czech Republic, Greece, Hungary, Poland, Slovak Republic and Turkey), such nations being: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Iceland, Ireland, Italy, Japan, Korea, Luxembourg, Mexico, The Netherlands, New

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Zealand, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom and the United

States of America.

"Order" includes any order, writ, injunction, decree, judgment, award, determination,direction or demand.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in

* ~~ERISA or any successor thereto.

"Person" shall include an individual, a corporation, an association, a partnership, a trust

or estate, a government, United States or foreign, and any agency or political subdivision thereof,

or any other entity.

"Plan" means an "employee benefit plan" (as defined in section 3(3) of ERISA) that is

or, within the preceding five years, has been established or maintained, or to which contributions

are or, within the preceding five years, have been made or required to be made, by the Company

or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have

* ~~~any liability.

"Principal Subsidiary" means each Subsidiary of the Company listed in Exhibit B.

"QPAM Exemption" means Prohibited Transaction Class Exemption 84-14 issued by the

* ~~United States Department of Labor.

"Relevant Directive" means the EU Banking Consolidation Directive 2000/12/EC, as

implemented in Ireland by IFSRA under Notice EU Directive on the Capital Adequacy of

Investment Firms and Credit Institutions - Implementation for Credit Institutions issued by the

* ~~Banking Department of the Central Bank of Ireland (now IFSRA), in the form promulgated as ofJune 30, 2000.

"Responsible Officer" means the chief financial officer, principal accounting officer,

treasurer or comptroller of the Company and any other officer of the Company with

responsibility for the administration of the relevant portion of this Agreement.

"Scheduled Documents" has the meaning stated in §2.3.

"Senior Creditors" means creditors of the Company to the extent such creditors hold

claims which are admitted to proof or submitted in the bankruptcy or liquidation or winding up

of the Company and who are not Subordinated Creditors.

"Series A Interest Payment Date" shall mean and include each March 29, June 29,

September 29 and December 29 beginning December 29, 2010 and continuing until the

aggregate amount payable under the Series A Notes has been paid in full.

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Zealand, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom and the United States of America.

"Order" includes any order, writ, injunction, decree, judgment, award, determination, direction or demand.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

"Person" shall include an individual, a corporation, an association, a partnership, a trust or estate, a government, United States or foreign, and any agency or political subdivision thereof, or any other entity.

"Plan" means an "employee benefit plan" (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.


"QPAM Exemption" means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

"Relevant Directive" means the EU Banking Consolidation Directive 2000/12/EC, as implemented in Ireland by IFSRA under Notice EU Directive on the Capital Adequacy of Investment Firms and Credit Institutions - Implementation for Credit Institutions issued by the Banking Department of the Central Bank of Ireland (now IFSRA), in the form promulgated as of June 30,2000.

"Responsible Officer" means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.


"Senior Creditors" means creditors of the Company to the extent such creditors hold claims which are admitted to proof or submitted in the bankruptcy or liquidation or winding up of the Company and who are not Subordinated Creditors.

"Series A Interest Payment Date" shall mean and include each March 29, June 29, September 29 and December 29 beginning December 29, 2010 and continuing until the aggregate amount payable under the Series A Notes has been paid in full.

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"Series A Interest Period" shall mean, with respect to any Series A Notes, each

three-month period beginning on September 29, 2010 and on each Series A Interest Payment

p ~~Date.

"Series A Overdue Reset Rate" as of any date means the Series A Reset Rate plus 1 .0%

per annumn.

* ~~~~"Series A Reset Rate" for each Series A Interest Period shall be a rate per annum

determined by adding (x) LIBOR for such Series A Interest Period to (y) .92%.

"Series B Interest Payment Date" shall mean and include each March 29, June 29,

September 29 and December 29 beginning December 29, 2012 and continuing until the

* ~~aggregate amount payable under the Series B Notes has been paid in full.

"Series B Interest Period" shall mean, with respect to any Series B Note, each

three-month period beginning on September 29, 2012 and on each Series B Interest Payment

Date.

"Series B Overdue Reset Rate" as of any date means the Series B Reset Rate plus 1.0%

per annumn.

"Series B Reset Rate" for each Series B Interest Period shall be a rate per annum

* ~~determined by adding (x) LIBOR for such Series B Interest Period to (y) .93%.

"Subordinated Creditors" means creditors of the Company to the extent such creditors

hold Subordinated Indebtedness.

"Subordinated Indebtedness" means claims against the Company (including, without

limitation thereof, claims evidenced by the Notes) which are subordinated in the event of the

passing of an effective resolution or the making of an order, for the winding up of the Company

to the claims of all non-subordinated creditors of the Company.

"Subsidiary" means, with respect to any designated Person, any corporation the shares of

which of any class or classes having voting power (not depending on the happening of a

contingency) for the election of a majority of the members of its board of directors (or other

governing body of such corporation) are at the time owned by the designated Person and/or one

or more of its Subsidiaries. Unless otherwise specified, the term "Subsidiary" means a

Subsidiary of the Company.

"Tax" or "Taxes" has the meaning stated in §2.10.

"Total Assets" as of any date means the total assets of the Company and its Subsidiaries

as would be shown on a consolidated balance sheet of the Company and its Subsidiaries prepared

* ~~in accordance with GAAP as of such date.

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Case 1:11-cv-00955-PGG Document 1-2 Filed 02/14/11 Page 2 of 37,

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"Series A Interest Period" shall mean, with respect to any Series A Notes, each three-month period beginning on September 29, 2010 and on each Series A Interest Payment Date.

"Series A Overdue Reset Rate" as of any date means the Series A Reset Rate plus 1.0% per annum.

"Series A Reset Rate" for each Series A Interest Period shall be a rate per annum determined by adding (x) LIBOR for such Series A Interest Period to (y) .92%.

"Series B Interest Payment Date" shall mean and include each March 29, June 29, September 29 and December 29 beginning December 29, 2012 and continuing until the aggregate amount payable under the Series B Notes has been paid in full.

"Series B Interest Period" shall mean, with respect to any Series B Note, each three-month period beginning on September 29, 2012 and on each Series B Interest Payment Date.

"Series B Overdue Reset Rate" as of any date means the Series B Reset Rate plus 1.0% per annum.

"Series B Reset Rate" for each Series B Interest Period shall be a rate per annum determined by adding (x) LIBOR for such Series B Interest Period to (y) .93%.

"Subordinated Creditors" means creditors of the Company to the extent such creditors hold Subordinated Indebtedness.

"Subordinated Indebtedness" means claims against the Company (including, without limitation thereof, claims evidenced by the Notes) which are subordinated in the event of the passing of an effective resolution or the making of an order, for the winding up of the Company to the claims of all non-subordinated creditors of the Company.

"Subsidiary" means, with respect to any designated Person, any corporation the shares of which of any class or classes having voting power (not depending on the happening of a contingency) for the election of a majority of the members of its board of directors (or other governing body of such corporation) are at the time owned by the designated Person and/or one or more of its Subsidiaries. Unless otherwise specified, the term "Subsidiary" means a Subsidiary of the Company.


"Total Assets" as of any date means the total assets of the Company and its Subsidiaries as would be shown on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP as of such date.

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"USA Patriot Act" means United States Public Law 107-56, Uniting and Strengthening

America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA

PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations

promulgated thereunder from time to time in effect.

"Wholly-owned Subsidiary" means any Subsidiary in respect of which all shares (other

than directors' qualifying shares required by law) of the capital stock of each class outstanding at

the time as of which any determination is being made are owned, beneficially and of record, by

the Company or by one or more of the other Wholly-owned Subsidiaries, or both.

Section 10.2. Accounting Terms. All accounting terms used herein which are not

expressly defined in this Agreement have the meanings respectively given to them in accordance

* ~~with GAAP. Except as otherwise specifically provided herein, all computations made pursuant

to this Agreement shall be made in accordance with GAAP, and all balance sheets and other

financial statements shall be prepared in accordance with GAAP.

SECTION I11. EVENT OF DEFAULT; DEFAULTS; REMEDIES.

Section 11.]. Event of Default Defined; Acceleration of Maturity.

"Event of Default", wherever used herein with respect to Notes, means the making of an

order by a court having jurisdiction in the premises or the due and valid passing of a

* ~~shareholders' resolution, in either case for the winding up (other than uinder or In connection with

a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) of the

Company. If any Event of Default shall have occurred and be continuing, then the unpaid

principal amount of all Notes, together with the interest accrued thereon and all other amounts

payable by the Company hereunder and, to the extent permitted by law, an amount equal to the

* ~~Make-Whole Amount in respect of each such Note shall automatically become immediately due

and payable, without presentment, demand, protest or other requirements of any kind, all of

which are hereby expressly waived by the Company.

The Company acknowledges, and the parties to this Agreement agree, that the right of

each holder of a Note to maintain its investment in the Notes free from repayment by the

Company (except as in this Agreement specifically provided for) is a valuable right and that the

provision for payment of the Make-Whole Amount by the Company, in the event that Notes are

accelerated as a result of an Event of Default, is intended to provide compensation for the

deprivation of such right under such circumstances.

Section 11.2. Defaults Defined.

A. Any of the following events that has occurred and is continuing (whatever the

reason and whether it shall be voluntary or involuntary or by operation of law or otherwise),

shall be a default in respect of the Notes (a "Default");

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"USA Patriot Act" means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

"Wholly-owned Subsidiary" means any Subsidiary in respect of which all shares (other than directors' qualifying shares required by law) of the capital stock of each class outstanding at the time as of which any determination is being made are owned, beneficially and of record, by the Company or by one or more of the other Wholly-owned Subsidiaries, or both.

Section 10.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, all computations made pursuant to this Agreement shall be made in accordance with GAAP, and all balance sheets and other financial statements shall be prepared in accordance with GAAP.

SECTION 11. EVENT OF DEFAULT; DEFAULTS; REMEDIES.

Section 11.1. Event of Default Defined; Acceleration of Maturity.

"Event of Default", wherever used herein with respect to Notes, means the making of an order by a court having jurisdiction in the premises or the due and valid passing of a shareholders' resolution, in either case for the winding up (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) of the Company. If any Event of Default shall have occurred and be continuing, then the unpaid principal amount of all Notes, together with the interest accrued thereon and all other amounts payable by the Company hereunder and, to the extent permitted by law, an amount equal to the Make-Whole Amount in respect of each such Note shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company.

The Company acknowledges, and the parties to this Agreement agree, that the right of each holder of a Note to maintain its investment in the Notes free from repayment by the Company (except as in this Agreement specifically provided for) is a valuable right and that the provision for payment of the Make-Whole Amount by the Company, in the event that Notes are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.


A. Any of the following events that has occurred and is continuing (whatever the reason and whether it shall be voluntary or involuntary or by operation of law or otherwise), shall be a default in respect of the Notes (a "Default");

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(A) default shall be made in the due and punctual payment of all or part of the

0 ~~~~principal of, or premium (if any) on, any Note, when and as the same shall become due

and payable, whether at stated maturity, by acceleration, by prepayment or otherwise;

(B) default shall be made in the due and punctual payment of any interest on

any Note, or any amount due under §5, when and as the same shall become due and

payable, and such default shall have continued for a period of at least seven days;

(C) any representation or warranty made by the Company in this Agreement or

in any certificate or other instrument delivered hereunder or pursuant hereto or in

connection with any provision hereof shall prove to be false, incorrect or breached in any

material respect on the date as of which made;

(D) the Company shall (1) apply for or consent to the appointment of, or the

taking of possession by, a liquidator or administrator of itself or of all or a substantial part

of its property, (2) be generally unable to pay its debts as such debts become due, (3)

make a general assignment for the benefit of its creditors, (4) commence a voluntary case

* ~~~~under the United States Bankruptcy Code (as now or hereafter in effect) or any similar

provisions of the laws of Ireland or the United Kingdom, (5) file a petition seeking to

take advantage of any other law providing for the relief of debtors, (6) fail to controvert

in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it

in an involuntary case under the United States Bankruptcy Code or any similar provisions

* ~~~~of the laws of Ireland or the United Kingdom or (7) take any action under the laws of its

jurisdiction of incorporation (or any other jurisdiction) analogous to any of the foregoing;

(B) a proceeding or case shall be commenced, without the application or

consent of the Company in any court of competent jurisdiction, seeking (1) the

* ~~~~liquidation, reorganization, dissolution, winding up, or composition or readjustment of its

debts, (2) the appointment of a liquidator, administrator or the like of it or of all or any

substantial part of its properties, or (3) similar relief in respect of it, under any law

providing for the relief of debtors, and such proceeding or case shall continue

undismissed, or unstayed and in effect, for a period of 60 days; or an order for relief shall

be entered in an involuntary case under the United States Bankruptcy Code against the

Company; or action under the laws of the jurisdiction of incorporation of the Company

(or any other jurisdiction) analogous to any of the foregoing shall be taken with respect to

the Company and shall continue unstayed and in effect for any period of 60 consecutivedays; or

(F) if (i) any Plan shall fail to satisfy the minimum funding standards of

ERISA or the Code for any plan year or part thereof or a waiver of such standards or

extension of any amortization period is sought or granted under Section 412 of the Code,

(ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to

be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA

* ~~~~section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall

have notified the Company or any ERISA Affiliate that a Plan may become a subject of

any such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within

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(A) default shall be made in the due and punctual payment of all or part of the principal of, or premium (if any) on, any Note, when and as the same shall become due and payable, whether at stated maturity, by acceleration, by prepayment or otherwise;

(B) default shall be made in the due and punctual payment of any interest on any Note, or any amount due under §5, when and as the same shall become due and payable, and such default shall have continued for a period of at least seven days;

(C) any representation or warranty made by the Company in this Agreement or in any certificate or other instrument delivered hereunder or pursuant hereto or in connection with any provision hereof shall prove to be false, incorrect or breached in any material respect on the date as of which made;

(D) the Company shall (1) apply for or consent to the appointment of, or the taking of possession by, a liquidator or administrator of itself or of all or a substantial part of its property, (2) be generally unable to pay its debts as such debts become due, (3) make a general assignment for the benefit of its creditors, (4) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or any similar provisions of the laws of Ireland or the United Kingdom, (5) file a petition seeking to take advantage of any other law providing for the relief of debtors, (6) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the United States Bankruptcy Code or any similar provisions of the laws of Ireland or the United Kingdom or (7) take any action under the laws of its jurisdiction of incorporation (or any other jurisdiction) analogous to any of the foregoing;

(E) a proceeding or case shall be commenced, without the application or consent of the Company in any court of competent jurisdiction, seeking (1) the liquidation, reorganization, dissolution, winding up, or composition or readjustment of its debts, (2) the appointment of a liquidator, administrator or the like of it or of all or any substantial part of its properties, or (3) similar relief in respect of it, under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 60 days; or an order for relief shall be entered in an involuntary case under the United States Bankruptcy Code against the Company; or action under the laws of the jurisdiction of incorporation of the Company (or any other jurisdiction) analogous to any of the foregoing shall be taken with respect to the Company and shall continue un stayed and in effect for any period of 60 consecutive days; or

(F) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a wai ver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within

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the meaning of section 400 1(a)(18) of ERISA) under all Plans, determined in accordance

with Title IV of ERISA, shall exceed $5,000,000, (iv) the Company or any ERISA

Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to

Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to

employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any

Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any

employee welfare benefit plan that provides post-employment welfare benefits in a

manner that would increase the liability of the Company or any Subsidiary thereunder;

and any such event or events described in clauses (i) through (vi) above, either

individually or together with any other such event or events, would reasonably be

expected to have a Materially Adverse Effect.

* ~~~~As used in Section I11.2A(F), the terms "employee benefit plan" and "employee welfare

benefit plan" shall have the respective meanings assigned to such terms in Section 3 of

ERISA.

B. Any holder of a Note may petition for an order of a court having jurisdiction in the

* ~~premises for the winding up of the Company if (i) a Default described in §§11.2A(A) or (B)

occurs and is continuing or (ii) any other Default under §11.2A occurs and is continuing which

would permit a holder of Notes to so petition under applicable law. If any holder of a Note

petitions for an order of a court under this §11.2B, the Company will forthwith give written

notice thereof to the holders of all other outstanding Notes.

Section 11.3. Suits for Enforcement. If any Default or Event of Default or other breach or

violation of this Agreement or the Notes shall have occurred and be continuing, the holder of any

Note may proceed to protect and enforce its rights, either by suit in equity or by action at law, or

both, whether for the specific performance of any covenant or agreement contained in this

* ~~Agreement or in aid of the exercise of any power granted in this Agreement, or the holder of any

Note may proceed to enforce the payment of all sums then due and owing upon such Note or to

enforce any other legal or equitable right (whether now existing or hereafter available), of the

holder of such Note provided, however, that any holder of a Note shall not have any power or

right to accelerate the right to repayment of the principal of the Notes except as provided in

The Company covenants that it will pay to each holder of Notes such further amounts, to

the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or

of otherwise enforcing such holder's rights, including reasonable counsel fees and the reasonable

fees of one investment banker or financial consultant engaged by the holders of the Notes. The

obligations of the Company under this Section shall survive the payment or prepayment of the

Notes.

Section 11.4. Remedies Cumulative. No remedy conferred in this Agreement upon any

Purchaser or the holder of any Note is intended to be exclusive of any other remedy (whether

0 ~~now existing or hereafter available) and each and every such remedy shall be cumulative and

shall be in addition to every other remedy given hereunder or now or hereafter existing at law or

in equity or by statute or otherwise.

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the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $5,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, would reasonably be expected to have a Materially Adverse Effect.

As used in Section 11.2A(F), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

B. Any holder of a Note may petition for an order of a court having jurisdiction in the premises for the winding up of the Company if (i) a Default described in §§ 11.2A(A) or (B) occurs and is continuing or (ii) any other Default under §11.2A occurs and is continuing which would permit a holder of Notes to so petition under applicable law. If any holder of a Note petitions for an order of a court under this §11.2B, the Company will forthwith give written notice thereof to the holders of all other outstanding Notes.

Section 11.3. Suits for Enforcement. If any Default or Event of Defaul t or other breach or violation of this Agreement or the Notes shall have occurred and be continuing, the holder of any Note may proceed to protect and enforce its rights, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement, or the holder of any Note may proceed to enforce the payment of all sums then due and owing upon such Note or to enforce any other legal or equitable right (whether now existing or hereafter available), of the holder of such Note provided, however, that any holder of a Note shall not have any power or right to accelerate the right to repayment of the principal of the Notes except as provided in §11.1.

The Company covenants that it will pay to each holder of Notes such further amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing such holder's rights, including reasonable counsel fees and the reasonable fees of one investment banker or financial consultant engaged by the holders of the Notes. The obligations of the Company under this Section shall survive the payment or prepayment of the Notes.

Section 11.4. Remedies Cumulative. No remedy conferred in this Agreement upon any Purchaser or the holder of any Note is intended to be exclusive of any other remedy (whether now existing or hereafter available) and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

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Section 11.5. Remedies Not Waived. No course of dealing between the Company and any

Purchaser or the holder of any Note and no delay or failure in exercising any rights hereunder or

under any Note in respect thereof shall operate as a waiver of any of the rights of any Purchaser

or the rights of any holder of such Note.

SECTION 12. SUBORDINATION OF NOTES.

Section 12.1. Senior Liabilities. The payment of principal of and the premium (or

Make-Whole Amounts or Modified Make-Whole Amounts), if any, and interest on the Notes is

hereby expressly junior and subordinate in right of payment to the extent and in the manner

hereinafter set forth in §§12.2 and 12.3, to the prior payment in full of the claims of all Senior

Creditors in their capacity as Senior Creditors.

Section 12.2. Nature of Subordination. In case of any bankruptcy, dissolution, or similar

proceedings or any liquidation or winding-up of the Company, all Senior Creditors, in their

capacity as Senior Creditors, shall be preferred in payment over the Notes and Senior Creditors,

in their capacity as Senior Creditors, shall be first paid and satisfied in full before any payment or

* ~~distribution of any kind or character, whether in cash, property or securities (other than

Subordinated Indebtedness or equity securities of the Company), shall be made on or in respect

of principal of or interest or premium on the Notes.

Section 12.3. Obligation of Company Not Impaired. These subordination provisions are

* ~~solely for the purpose of defining the relative rights of the holders of the Notes on the one hand,

and the Senior Creditors, in their capacity as Senior Creditors, on the other hand, and nothin g

contained herein or elsewhere in this Agreement or in the Notes is intended to or shall (i) impair,

as between the Company and the holders of the Notes, the obligation of the Company which is

unconditional and absolute, to pay to the holder of the Notes the principal of and the premium, if

* ~~any, and interest on the Notes as and when the same shall become due and payable in accordance

with their terms and the terms of this Agreement including, without limitation, §11, or

(ii) prevent the holder of any Note from exercising, subject to the provisions of §11, all remedies

otherwise permitted by applicable law upon an Event of Default or Default or other violation

under this Agreement.

Section 12.4. Additional Assurance. The Company will not issue additional subordinated

loan capital unless such subordinated loan capital is on a parity with, or junior to, the claims of

the holders of the Notes.

* ~~SECTION 13. REGISTRATION, TRANSFER AND EXCHANGE OF NOTES.

The Company will keep at its principal executive office, or at such other office in Ireland

as the Company may designate in writing to the holders of the Notes, a register (the "Note

Register"), in which, at its expense (other than transfer taxes, if any), it will provide for the

* ~~~registration and transfer of Notes.

The holder of any Note may, at such holder's option, surrender the same for transfer or

exchange at said office, or at the place of payment named in such Note, accompanied in the case

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Section 11.5. Remedies Not Waived. No course of dealing between the Company and any Purchaser or the holder of any Note and no delay or failure in exercising any rights hereunder or under any Note in respect thereof shall operate as a waiver of any of the rights of any Purchaser or the rights of any holder of such Note.


Section 12.1. Senior Liabilities. The payment of principal of and the premium (or Make-Whole Amounts or Modified Make-Whole Amounts), if any, and interest on the Notes is hereby expressly junior and subordinate in right of payment to the extent and in the manner hereinafter set forth in §§ 12.2 and 12.3, to the prior payment in full of the claims of all Senior Creditors in their capacity as Senior Creditors.

Section 12.2. Nature of Subordination. In case of any bankruptcy, dissolution, or similar proceedings or any liquidation or winding-up of the Company, all Senior Creditors, in their capacity as Senior Creditors, shall be preferred in payment over the Notes and Senior Creditors, in their capacity as Senior Creditors, shall be first paid and satisfied in full before any payment or distribution of any kind or character, whether in cash, property or securities (other than Subordinated Indebtedness or equity securities of the Company), shall be made on or in respect of principal of or interest or premium on the Notes.

Section 12.3. Obligation of Company Not Impaired. These subordination provisions are solely for the purpose of defining the relative rights of the holders of the Notes on the one hand, and the Senior Creditors, in their capacity as Senior Creditors, on the other hand, and nothing contained herein or elsewhere in this Agreement or in the Notes is intended to or shall (i) impair, as between the Company and the holders of the Notes, the obligation of the Company which is unconditional and absolute, to pay to the holder of the Notes the principal of and the premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms and the terms of this Agreement including, without limitation, § 11, or (ii) prevent the holder of any Note from exercising, subject to the provisions of § 11, all remedies otherwise permitted by applicable law upon an Event of Default or Default or other violation under this Agreement.

Section 12.4. Additional Assurance. The Company will not issue additional subordinated loan capital unless such subordinated loan capital is on a parity with, or junior to, the claims of the holders of the Notes.

SECTION 13. REGISTRATION, TRANSFER AND EXCHANGE OF NOTES.

The Company will keep at its principal executive office, or at such other office in Ireland as the Company may designate in writing to the holders of the Notes, a register (the "Note Register "), in which, at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes.

The holder of any Note may, at such holder's option, surrender the same for transfer or exchange at said office, or at the place of payment named in such Note, accompanied in the case

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The Company will keep at its principal executive office, or at such other office in Ireland as the Company may designate in writing to the holders of the Notes, a register (the "Note Register"), in which, at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes.


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The Company will keep at its principal executive office, or at such other office in Ireland as the Company may designate in writing to the holders of the Notes, a register (the "Note Register"), in which, at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes.


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of a transfer by a written instrument of transfer duly executed by the holder thereof or by suchholder's attorney duly authorized in writing. In case any holder shall so request the transfer orexchange of any Note, the Company at its expense (other than transfer taxes, if any) will deliver

in exchange therefor one or more new Notes of the same series (in minimum denominations ofU.S. $250,000 or in any integral multiple of U.S. $100,000 in excess thereof, except to evidencethe entire unpaid principal amount of the Note so surrendered), as requested by such holder, inthe same aggregate principal amount as the Note so surrendered and dated the later of the date of,

* ~~or the date to which interest has been paid on, the Note. Any transferee, by its acceptance of aNote registered in its name (or the name of its nominee), shall be deemed to have made therepresentation set forth in §3.3. Notwithstanding any other provision hereof, if such transferee,in connection with such giving of the representation set forth in §3.3, makes disclosure under§3.3(c) or (d), then no transfer of Notes shall be effective if the transfer of the Notes to the

* ~~transferee would constitute a transaction that is subject to the prohibitions of Section 406(a) of

ERISA or in connection with which a tax could be imposed pursuant to Section4975(c)(1)(A)-(D) of the Code.

The Company and any agent of the Company may treat the Person in whose name any

* ~~Note is registered as the owner of such Note for the purpose of receiving payment of theprincipal of, premium (if any) and interest on such Note and for all other purposes whatsoever,whether or not such Note be overdue, and prior to due presentment for registration of transfer,the Company shall not be affected by notice to the contrary.

* ~~SECTION 14. LoST, ETc., NOTES.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,

destruction or mutilation of any Note, and (in case of loss, theft or destruction) of indemnityreasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation of

* ~~such Note, the Company, at its own expense, will make and deliver in lieu of such Note a newNote of the same series in the same unpaid principal amount, dated the later of the date of, or the

date to which interest has been paid on, the Note in lieu of which such new Note is made anddelivered. In the case of any Purchaser or any other institutional investor that is a holder of any

of the Notes, such Purchaser's or such holder's own unsecured agreement of indemnity shall bedeemed satisfactory to the Company.

SECTION 15. AMENDMENT AND WAIVER.

(A) Any provision of this Agreement or of the Notes may, with the consent of the

* ~~Company, be amended or waived (either generally or in a particular instance and eitherretroactively or prospectively), by one or more substantially concurrent written instruments

signed by the holders of greater than 50% of the aggregate unpaid principal amount of the Notes;provided that:

(i) no such amendment or waiver shall

(x) change the rate or time of payment of interest on any of the Notes,without the consent of the holder of each Note so affected,

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of a transfer by a written instrument of transfer duly executed by the holder thereof or by such holder's attorney duly authorized in writing. In case any holder shall so request the transfer or exchange of any Note, the Company at its expense (other than transfer taxes, if any) will deliver in exchange therefor one or more new Notes of the same series (in minimum denominations of U.S. $250,000 or in any integral multiple of U.S. $lOO,OOO in excess thereof, except to evidence the entire unpaid principal amount of the Note so surrendered), as requested by such holder, in the same aggregate principal amount as the Note so surrendered and dated the later of the date of, or the date to which interest has been paid on, the Note. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in §3.3. Notwithstanding any other provision hereof, if such transferee, in connection with such giving of the representation set forth in §3.3, makes disclosure under §3.3(c) or (d), then no transfer of Notes shall be effective if the transfer of the Notes to the transferee would constitute a transaction that is subject to the prohibitions of Section 406(a) of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.

The Company and any agent of the Company may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of, premium (if any) and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and prior to due presentment for registration of transfer, the Company shall not be affected by notice to the contrary.

SECTION ]4. LOST, Ere., NOTES.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Note, and (in case of loss, theft or destruction) of indemnity reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation of such Note, the Company, at its own expense, will make and deliver in lieu of such Note a new Note of the same series in the same unpaid principal amount, dated the later of the date of, or the date to which interest has been paid on, the Note in lieu of which such new Note is made and delivered. In the case of any Purchaser or any other institutional investor that is a holder of any of the Notes, such Purchaser's or such holder's own unsecured agreement of indemnity shall be deemed satisfactory to the Company.


(A) Any provision of this Agreement or of the Notes may, with the consent of the Company, be amended or waived (either generally or in a particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the holders of greater than 50% of the aggregate unpaid principal amount of the Notes; provided that:


(x) change the rate or time of payment of interest on any of the Notes, without the consent of the holder of each Note so affected,

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(y) modify any of the provisions of this Agreement or of the Noteswith respect to the payment or prepayment of the Notes or with respect to thepayment of premium in respect of the Notes, or change the percentage of theprincipal amount of the Notes the holders of which are required to effectuate orrescind any acceleration hereunder, without the consent of the holders of all theNotes then outstanding, or

* ~~~~~~~~(z) modify any provision of §5 or this §15 without the consent of theholders of all the Notes then outstanding, and

(ii) no such waiver shall extend to or affect any obligation not expresslywaived or impair any right consequent thereon, and

(iii) any such amendment or waiver shall comply with applicable regulatoryrequirements.

Each holder of any Note at the time or thereafter outstanding shall be bound by any such* ~~amendment or waiver, whether or not a notation thereof shall have been placed on the Note.

(B3) The Company shall not, nor shall the Company permit any of its Affiliates to,solicit, request or negotiate for or with respect to any proposed waiver or amendment of any ofthe provisions of this Agreement or the Notes unless each holder of a Note (irrespective of the

* ~~principal amount of Notes then held by it and at substantially the same time as each other holderof a Note) shall be informed thereof by the Company and shall be afforded the opportunity ofconsidering the same and shall be supplied by the Company with (i) sufficient information to

enable it to make an informed decision with respect thereto and (ii) any information delivered to

any other holder of a Note. The Company shall not, nor shall the Company permit any of itsAffiliates, directly or indirectly, to pay or cause to be paid any remuneration, whether by way of

supplemental or additional interest, fee or otherwise, to any holder of a Note as consideration foror as an inducement to the entering into by such holder of any such amendment or waiver, unlesssuch remuneration is concurrently paid, on the same terms, ratably to all holders of all of the

Notes then outstanding, whether or not such holders shall have consented to such waiver oramendment.

The Company will deliver to each holder of a Note executed or true and correct copies of

any amendment or waiver effected pursuant to this Section promptly, and in any event within 15days, following the date on which the same shall have become effective.

* ~~~~(C) For purposes of determining whether the holders of outstanding Notes of therequisite unpaid principal amount at any time have taken any action, given any consent or made

any determination authorized or provided by this §15 or otherwise by this Agreement, any Notesheld by the Company or any Affiliate thereof (whether or not acquired in violation of §6.7 or

otherwise) shall not be deemed to be outstanding.

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(y) modify any of the provisions of this Agreement or of the Notes with respect to the payment or prepayment of the Notes or with respect to the payment of premium in respect of the Notes, or change the percentage of the principal amount of the Notes the holders of which are required to effectuate or rescind any acceleration hereunder, without the consent of the holders of all the Notes then outstanding, or

(z) modify any provision of §5 or this § 15 without the consent of the holders of all the Notes then outstanding, and

(ii) no such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon, and

(iii) any such amendment or waiver shall comply with applicable regulatory requirements.

Each holder of any Note at the time or thereafter outstanding shall be bound by any such amendment or waiver, whether or not a notation thereof shall have been placed on the Note.

(B) The Company shall not, nor shall the Company permit any of its Affiliates to, solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Notes unless each holder of a Note (irrespective of the principal amount of Notes then held by it and at substantially the same time as each other holder of a Note) shall be informed thereof by the Company and shall be afforded the opportunity of considering the same and shall be supplied by the Company with (i) sufficient information to enable it to make an informed decision with respect thereto and (ii) any information delivered to any other holder of a Note. The Company shall not, nor shall the Company permit any of its Affiliates, directly or indirectly, to payor cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any such amendment or waiver, unless such remuneration is concurrently paid, on the same terms, ratably to all holders of all of the Notes then outstanding, whether or not such holders shall have consented to such waiver or amendment.

The Company will deliver to each holder of a Note executed or true and correct copies of any amendment or waiver effected pursuant to this Section promptly, and in any event within 15 days, following the date on which the same shall have become effective.

(C) For purposes of determining whether the holders of outstanding Notes of the requisite unpaid principal amount at any time have taken any action, given any consent or made any determination authorized or provided by this §15 or otherwise by this Agreement, any Notes held by the Company or any Affiliate thereof (whether or not acquired in violation of §6.7 or otherwise) shall not be deemed to be outstanding.

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SECTION 16. HOME OFFICE PAYMENT.

S ~~~~Notwithstanding anything to the contrary in this Agreement or the Notes, so long as any

Purchaser or any nominee designated by such Purchaser shall be the holder of any Note, the

Company shall pay all amounts which become due and payable on such Note to such Purchaserat the address for such Purchaser and in the manner set forth in Schedule I by 1 1:00 a.m., NewYork City time, on the date any such amounts become due, or at such other address and in such

* ~~other manner as such Purchaser may designate by notice to the Company, without presentationor surrender of such Note, provided that any payment pursuant to this §16 that is received aftersuch time shall be deemed received on the next succeeding Business Day. Prior to the sale,transfer or other disposition of any such Note, each Purchaser will make notation thereon of theportion of the principal amount prepaid and the date to which interest has been paid thereon, or

9 ~~surrender the same in exchange for a Note or Notes aggregating the same principal amount as theunpaid principal amount of the Note so surrendered. The provisions of this Section shall inure to

the benefit of any other institutional holder of a Note (or nominee thereof) who shall have agreedto comply with the requirements of this Section.

* ~~SECTION 17. LIABILITIES OF THE PURCHASERS.

Neither this Agreement nor any disposition of any of the Notes shall be deemed to createany liability or obligation of any Purchaser or any other holder of any Note to enforce any

provision hereof or of any of the Notes for the benefit or on behalf of any other Person who may* ~~be the holder of any Note.

SECTION 18. TAXES.

The Company will pay all stamp, documentary or similar taxes which may be payable in

* ~~respect of the execution, delivery or enforcement of this Agreement or of the execution, deliveryor enforcement (but not the transfer) of any of the Notes or of any amendment of, or waiver or

consent under or with respect to, this Agreement or any of the Notes and will save eachPurchaser and all subsequent holders of the Notes harmless against any loss or liability resulting

from nonpayment or delay in payment of any such tax. The obligations of the Company under

* ~~this Section shall survive the payment or prepayment of the Notes.

SECTION 19. MISCELLANEOUS.

Section 19.1. Expenses. The Company agrees, whether or not the transactions hereby* ~~contemplated shall be consummated, to pay all reasonable expenses incident to such transactions,

including all document production costs and other expenses, the reasonable fees anddisbursements of the Purchasers' special counsel and of any local counsel selected by the

Purchasers that they may determine it is necessary to retain in connection with such transactions,for their services with relation to such transactions and all out-of-pocket expenses in connectionwith the shipping to and from each Purchaser's office or the office of the nominee of any

Purchaser of the Notes and upon any exchange or substitution pursuant to the provisions of the

Notes or this Agreement, and to reimburse each Purchaser for any out-of-pocket expenses in

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Notwithstanding anything to the contrary in this Agreement or the Notes, so long as any Purchaser or any nominee designated by such Purchaser shall be the holder of any Note, the Company shall pay all amounts which become due and payable on such Note to such Purchaser at the address for such Purchaser and in the manner set forth in Schedule I by 11:00 a.m., New York City time, on the date any such amounts become due, or at such other address and in such other manner as such Purchaser may designate by notice to the Company, without presentation or surrender of such Note, provided that any payment pursuant to this §16 that is received after such time shall be deemed received on the next succeeding Business Day. Prior to the sale, transfer or other disposition of any such Note, each Purchaser will make notation thereon of the portion of the principal amount prepaid and the date to which interest has been paid thereon, or surrender the same in exchange for a Note or Notes aggregating the same principal amount as the unpaid principal amount of the Note so surrendered. The provisions of this Section shall inure to the benefit of any other institutional holder of a Note (or nominee thereof) who shall have agreed to comply with the requirements of this Section.

SECTION 17. LIABILITIES OFTHE PURCHASERS.

Neither this Agreement nor any disposition of any of the Notes shall be deemed to create any liability or obligation of any Purchaser or any other holder of any Note to enforce any provision hereof or of any of the Notes for the benefit or on behalf of any other Person who may be the holder of any Note.

SECTION 18. TAXES.

The Company will pay all stamp, documentary or similar taxes which may be payable in respect of the execution, delivery or enforcement of this Agreement or of the execution, delivery or enforcement (but not the transfer) of any of the Notes or of any amendment of, or waiver or consent under or with respect to, this Agreement or any of the Notes and will save each Purchaser and all subsequent holders of the Notes harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax. The obligations of the Company under this Section shall survive the payment or prepayment of the Notes.


Section 19.1. Expenses. The Company agrees, whether or not the transactions hereby contemplated shall be consummated, to pay all reasonable expenses incident to such transactions, including all document production costs and other expenses, the reasonable fees and disbursements of the Purchasers' special counsel and of any local counsel selected by the Purchasers that they may determine it is necessary to retain in connection with such transactions, for their services with relation to such transactions and all out-of-pocket expenses in connection with the shipping to and from each Purchaser's office or the office of the nominee of any Purchaser of the Notes and upon any exchange or substitution pursuant to the provisions of the Notes or this Agreement, and to reimburse each Purchaser for any out-of-pocket expenses in

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SECTION 18. TAXES.




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SECTION 18. TAXES.




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connection therewith. The Company also agrees to pay all reasonable expenses incurred by eachPurchaser (including reasonable counsel fees) in connection with any amendment or requestedamendment of, or waiver or consent or requested waiver or consent under or with respect to, thisAgreement or any of the Notes, whether or not the same shall become effective and all expensesincurred by each Purchaser (including reasonable counsel fees and the fees, expenses anddisbursements of an investment bank or other firm acting as financial advisor for the holders ofthe Notes) following the occurrence and during the continuance of any Default or Event of

* ~~Default or any workout, restructuring or similar negotiations relating to the Notes. Theobligations of the Company under this Section shall survive the payment or prepayment of theNotes.

In furtherance of the foregoing, on the Closing Date, the Company will pay or cause to be

* ~~paid the reasonable fees and disbursements of the Purchasers' special counsel which are reflectedin the statement of such special counsel submitted to the Company on or prior to the ClosingDate. The Company will also pay or cause to be paid, promptly upon receipt of supplementalstatements therefor, additional reasonable fees, if any, and disbursements of such special counselin connection with the transactions hereby contemplated (including disbursements unposted as of

* ~~the Closing Date).

Section 19.2. Reliance on and Survival of Representations. All agreements,representations and warranties of the Company herein and in any certificates or other instrumentsdelivered pursuant to this Agreement shall (i) be deemed to be material and to have been relied

* ~~upon by each Purchaser, notwithstanding any investigation heretofore or hereafter made by suchPurchaser or on behalf of such Purchaser, and (ii) survive the execution and delivery of thisAgreement and the delivery of the Notes to each Purchaser, and shall continue in effect so longas any Note is outstanding and thereafter as provided in §§11.3, 18, 19.1 and 19.5. For theavoidance of doubt, any such representations and warranties of the Company are only made by

the Company on the date of this Agreement and on the Closing Date and are not consideredremade on or as of any other date.

Section 19.3. Successors and Assigns. This Agreement shall bind and inure to the benefit

of and be enforceable by the Company and its permitted successors and assigns hereunder, eachPurchaser and its successors and assigns, and, in addition, shall inure to the benefit of and beenforceable by all holders from time to time of the Notes; provided that the benefit of §§7, 8, 14(as to satisfactory indemnity) and 16 shall be limited as provided therein.

Section 19.4. Communications. All notices and other communications provided for in thisAgreement shall be in writing and shall be sent, if practicable, by confirmed telecopy (with hardcopy sent on the same day by overnight courier) and, otherwise, by overnight courier service

prepaid to a Person at its address specified below. A communication shall be addressed, untilsuch time as a Person shall have notified the other parties and holders of Notes of a change ofaddress

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connection therewith. The Company also agrees to pay all reasonable expenses incurred by each Purchaser (including reasonable counsel fees) in connection with any amendment or requested amendment of, or waiver or consent or requested waiver or consent under or with respect to, this Agreement or any of the Notes, whether or not the same shall become effective and all expenses incurred by each Purchaser (including reasonable counsel fees and the fees, expenses and disbursements of an investment bank or other firm acting as financial advisor for the holders of the Notes) following the occurrence and during the continuance of any Default or Event of Default or any workout, restructuring or similar negotiations relating to the Notes. The obligations of the Company under this Section shall survive the payment or prepayment of the Notes.

In furtherance of the foregoing, on the Closing Date, the Company will payor cause to be paid the reasonable fees and disbursements of the Purchasers' special counsel which are reflected in the statement of such special counsel submitted to the Company on or prior to the Closing Date. The Company will also payor cause to be paid, promptly upon receipt of supplemental statements therefor, additional reasonable fees, if any, and disbursements of such special counsel in connection with the transactions hereby contemplated (including disbursements unposted as of the Closing Date).

Section 19.2. Reliance on and Survival of Representations. All agreements, representations and warranties of the Company herein and in any certificates or other instruments delivered pursuant to this Agreement shall (i) be deemed to be material and to have been relied upon by each Purchaser, notwithstanding any investigation heretofore or hereafter made by such Purchaser or on behalf of such Purchaser, and (ii) survive the execution and delivery of this Agreement and the delivery of the Notes to each Purchaser, and shall continue in effect so long as any Note is outstanding and thereafter as provided in §§11.3, 18, 19.1 and 19.5. For the avoidance of doubt, any such representations and warranties of the Company are only made by the Company on the date of this Agreement and on the Closing Date and are not considered remade on or as of any other date.

Section 19.3. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and its permitted successors and assigns hereunder, each Purchaser and its successors and assigns, and, in addition, shall inure to the benefit of and be enforceable by all holders from time to time of the Notes; provided that the benefit of §§7, 8, 14 (as to satisfactory indemnity) and 16 shall be limited as provided therein.

Section 19.4. Communications. All notices and other communications provided for in this Agreement shall be in writing and shall be sent, if practicable, by confirmed telecopy (with hard copy sent on the same day by overnight courier) and, otherwise, by overnight courier service prepaid to a Person at its address specified below. A communication shall be addressed, until such time as a Person shall have notified the other parties and holders of Notes of a change of address

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(A) if to the Company, to:

40 ~~~~~~~~~Stephen Court18/21 St. Stephen's GreenDublin 2Ireland

S ~~~~~~~~~Attn: John BoweFax No.: ±353 1616 2649

(B3) if to a Purchaser, at the address for such Purchaser set forth in Schedule I,or

(C) if to any other holder of a Note, at the address of such holder as it appearson the Note Register.

Any notice or other communication herein provided to be giv'en to the holders of all* ~~outstanding Notes shall be deemed to have been duly given if sent as aforesaid to each of the

registered holders of the Notes at the time outstanding at the address for such purpose of suchholder as it appears on the Note Register.

Section 19.5. JURISDICTION AND PROCESS. THE COMPANY AGREES THAT ANY LEGAL

* ~~ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES OR

ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR ANY LEGAL ACTION OR

PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED AGAINST THE

COMPANY, FOR BREACH HEREOF OR THEREOF, OR AGAINST ANY OF ITS PROPERTIES, MAY BE

BROUGHT IN THE COURTS OF THE STATE OF NEW Y ORK OR THE U NITED STATES DISTRICT

* ~~COURT FOR THE SOUTHERN DISTRICT OF NEW YORK BY ANY PURCHASER OR ON BEHALF OF

SUCH PURCHASER OR BY OR ON BEHALF OF ANY HOLDER OF A NOTE, AS SUCH PURCHASER OR

HOLDER MAY ELECT, AND THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY

SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR PURPOSES OF ANY SUCH

LEGAL ACTION OR PROCEEDING. THE COMPANY HEREBY IRREVOCABLY APPOINTS AND

DESIGNATES CT CORPORATION, II1 8TH AVENUE, NEW YORK, NEW YORK 10011

(TELEPHONE No. +1 212 894 8440) (TELECOPY No. +1 212 894 8790) OR ANY OTHER PERSON

HAVING AND MAINTAINING A PLACE OF BUSINESS IN THE STATE OF NEW YORK WHOM THE

COMPANY MAY FROM TIME TO TIME HEREAFIER DESIGNATE (HAVING GIVEN 30 DAYS' NOTICE

THEREOF TO EACH HOLDER OF A NOTE THEN OUTSTANDING), AS THE TRUE AND LAWFUL

ATTORNEY AND DULY AUTHORIZED AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS

OF THE COMPANY. THE COMPANY HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH

PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED

MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS

ADDRESS SPECIFIED IN § 19.4 OR AT SUCH OTHER ADDRESS OF WHICH EACH HOLDER OF A NOTE

SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. IN ADDITION, THE COMPANY HEREBY

IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH

IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER

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or

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if to the Company, to:

Stephen Court 18/21 St. Stephen's Green

Dublin 2 Ireland

Attn: John Bowe Fax No.: +35316162649

if to a Purchaser, at the address for such Purchaser set forth in Schedule I,

(C) if to any other holder of a Note, at the address of such holder as it appears on the Note Register.

Any notice or other communication herein provided to be given to the holders of all outstanding Notes shall be deemed to have been duly given if sent as aforesaid to each of the registered holders of the Notes at the time outstanding at the address for such purpose of such

holder as it appears on the Note Register.

Section 19.5. JURISDICTION AND PROCESS. THE COMPANY AGREES THAT ANY LEGAL ACfION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR ANY LEGAL ACTION OR

PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED AGAINST THE COMPANY, FOR BREACH HEREOF OR THEREOF, OR AGAINST ANY OF ITS PROPERTIES, MAYBE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICf

COURT FOR THE SOUTHERN DISTRICT OF NEW YORK BY ANY PURCHASER OR ON BEHALF OF SUCH PURCHASER OR BY OR ON BEHALF OF ANY HOLDER OF A NOTE, AS SUCH PURCHASER OR HOLDER MAY ELECT, AND THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY

SUBMITS TO THE NON-EXCLUSIVE JURISDICfION OF SUCH COURTS FOR PURPOSES OF ANY SUCH

LEGAL ACTION OR PROCEEDING. THE COMPANY HEREBY IRREVOCABLY APPOINTS AND DESIGNATES CT CORPORATION, 111 8TH AVENUE, NEW YORK, NEW YORK 10011

(TELEPHONE No. +1 2128948440) (TELECOPY No. +1 2128948790) OR ANY OTHER PERSON

HAVING AND MAINTAINING A PLACE OF BUSINESS IN THE STATE OF NEW YORK WHOM THE COMPANY MAY FROM TIME TO TIME HEREAFTER DESIGNATE (HAVING GIVEN 30 DAYS' NOTICE

THEREOF TO EACH HOLDER OF A NOTE THEN OUTSTANDING),AS THE TRUE AND LAWFUL

ATTORNEY AND DULY AUTHORIZED AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS OF THE COMPANY. THE COMPANY HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH

PROCEEDING MAY BE EFFECfED BY MAILING A COpy THEREOF BY REGISTERED OR CERTIFIED

MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS SPECIFIED IN §19.4 OR AT SUCH OTHER ADDRESS OF WHICH EACH HOLDER OF A NOTE

SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. IN ADDITION, THE COMPANY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW,ANY OBJECfION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR


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DOCUMENT EXECUTED IN CONNECTION HEREWITH BROUGHT IN THE COURTS OF THE STATE OF

NEW YORK OR THE UNITED STATES D ISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW

0 ~~YORK, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH

COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 19.6. Obligation to Make Payments in Dollars. All payments made by theCompany under this Agreement or the Notes shall be in Dollars and the obligations of the

* ~~Company to make payments in Dollars of any of its obligations under this Agreement or theNotes shall not be discharged or satisfied by any tender, or any recovery pursuant to anyjudgment, which is expressed in or converted into any currency other than Dollars, except to theextent such tender or recovery shall result in the actual receipt by the holder of any Note of thefull amount of Dollars expressed to be payable in respect of any such obligations. The obligation

* ~~of the Company to make payments in Dollars as aforesaid shall be enforceable as an alternativeor additional cause of action for the purpose of recovery in Dollars of the amount, if any, bywhich such actual receipt shall fall short of the full amount of Dollars expressed to be payable inrespect of any such obligations, and shall not be affected by judgment being obtained for anyother sums due under this Agreement or the Notes.

Section 19.7. Governing Law. This Agreement and the Notes shall be governed by andconstrued in accordance with the laws of the State of New York.

Section 19.8. Headings. The headings in this Agreement are for convenience of reference* ~~only and shall not limit or otherwise affect any of the terms hereof.

Section 19.9. Counterparts. This Agreement may be executed in two or morecounterparts, each of which shall be deemed to be an original but all of which together shallconstitute one and the same instrument.

Section 19.10. Severability. In case any one or more of the provisions contained in thisAgreement or in any instrument contemplated hereby, or any application thereof, shall beinvalid, illegal or unenforceable in any respect, the validity, legality and enforceability of theremaining provisions contained herein and therein, and any other application thereof, shall not inany way be affected or impaired thereby.

Section 19.11. English translation Each document, instrument, financial statement, report,notice or other communication delivered in connection with this Agreement shall be in Englishor accompanied by an English translation thereof.

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NEW YORK OR THE UNITED STATES DISTRICt COURT FOR THE SOUTHERN DISTRICT OF NEW

YORK, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH


Section 19.6. Obligation to Make Payments in Dollars. All payments made by the Company under this Agreement or the Notes shall be in Dollars and the obligations of the Company to make payments in Dollars of any of its obligations under this Agreement or the Notes shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any currency other than Dollars, except to the extent such tender or recovery shall result in the actual receipt by the holder of any Note of the full amount of Dollars expressed to be payable in respect of any such obligations. The obligation of the Company to make payments in Dollars as aforesaid shall be enforceable as an alternative or additional cause of action for the purpose of recovery in Dollars of the amount, if any, by which such actual receipt shall fall short of the full amount of Dollars expressed to be payable in respect of any such obligations, and shall not be affected by judgment being obtained for any other sums due under this Agreement or the Notes.

Section 19.7. Governing Law. This Agreement and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

Section 19.8. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms hereof.

Section 19.9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 19.10. Severability. In case anyone or more of the provisions contained in this Agreement or in any instrument contemplated hereby, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein, and any other application thereof, shall not in any way be affected or impaired thereby.

Section 19.11. English translation Each document, instrument, financial statement, report, notice or other communication delivered in connection with this Agreement shall be in English or accompanied by an English translation thereof.

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If you are in agreement with the foregoing, please sign the form of acceptance in the space

I ~~provided below whereupon this Agreement shall become a binding agreement between you and

the Company.

Very truly yours,


ByIts ietor

By _ _ _ _ _ _ _ _

Is Senior Manager

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If you are in agreement with the foregoing, please sign the form of acceptance in the space provided below whereupon this Agreement shall become a binding agreement between you and the Company.

Very truly yours,


By Its

By Its

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Senior Manager

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Very truly yours,


~-J.~~ By ______ ~----------------------

Its Dye}tor ~ BY--#~~9~t-~~~&~------

Its Senior Manager

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Very truly yours,


~-J.~~ By ______ ~----------------------

Its Dye}tor ~ BY--#~~9~t-~~~&~------

Its Senior Manager

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The foregoing Agreement is hereby accepted and agreed as of the date first above written:* ~~~~~~~~~~~ALLSTATE INSURANCE COMPANY

By rl~ (-Name: F Ry J. CANNON

Byam ~JERRY D. ZINKULA

Atorized Signatories

ALLSTATE LIFE INSURANCE COMPANY OF NEWYORK

By~ ZName: FRE J. CANNON

*~~~~~~~~~~OFRBy

a e: RRYD. ZINKULAuhorized Signatories

ALLSTATE LIFE INSSURANCE COMPANY

By

* Na : J~~~~FFRE J. C~~~QF

By-a : JE D. ZINKULA

* Authorized Signatories

1 930964.doc1614387


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The foregoing Agreement is hereby accepted and agreed as of the date first above written:

1930964.doc 1614387

ALLSTATE INSURANCE COMPANY

ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK

By ~l~ Name: FRE J. CANNON

ALLSTATE LIFE INSURANCE COMPANY

By NJfaR£ J.~ B~C~~

a : JER D. ZINKULA Authorized Signatories

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1930964.doc 1614387


BYNrune: ~R~J.~ Bj;;J~ D. ZINKULA

Authorized Signatories




By N.JI!aR£ J.~ B~C~~


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1930964.doc 1614387


BYNrune: ~R~J.~ Bj;;J~ D. ZINKULA

Authorized Signatories




By N.JI!aR£ J.~ B~C~~





MhG USA ANNUITY AND LIFE INSURANCE

COMPANYRELIA STAR LIFE INSURANCE COMPANY

JING LIFE INSURANCE AND ANNUITY COMPANY

By: ING Investment Management LLC,as Agent

Name: Paul AronsonTitle: Vice President


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ING USA ANNUITY AND LIFE INSURANCE

COMPANY

RELlA STAR LIFE INSURANCE COMPANY

ING LIFE INSURANCE AND ANNUITY COMPANY

By: ING Investment Management LLC, as Agent

By\J~~~ Name: Paul Aronson Title: Vice President

JA-75

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COMPANY





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COMPANY






I ~Anglo Irish Bank Corporation plc Note Purchase Agreement


p ~~~~~~~~~~~~METROPOLITAN LIFE INSURANCE COMPANY

By _ _ _Name: Judt A. GulottaTitle: Director

NEW ENGLAND LIFE INSURANCE COMPANY

By: Metropolitan Life Insurance Company,

its investment manager

* ~~~~~~~~~~By AkaeJudith A. Gulotta

Tt e:Director


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Anglo Irish Bank Corporation pte Note Purchase Agreement


METROPOLIT AN LIFE INSURANCE COMPANY

By Ct&.-~l.~ Name: Judith A. Gulotta Title: Director


By: Metropolitan Life Insurance Company, its investment manager

Judith A. Gulotta

JA-76

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Judith A. Gulotta

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Judith A. Gulotta




THE NORTHWESTERN MUTUAL LIFE INSURANCE

AP.iE~ COMPANY

V. By iqN e:__Tie Jerome R. Baler




LAC IIIv. Dept.

law Dept.


COMPANY

BYN~q Tie"~

. Atlthorized Replesentativ8 ·"0"0· ••• . ". ' . . '." .. :. ' .... : .. , . . ' . ...•........ -, .. _ .... '

-:" ' .. 4 .t,' :':':':':: :':' :.: :'::.' ci',j .............. ~ ....

JA-77



LAC IIIv. Dept.

law Dept.


COMPANY

By~~q . Atlthorized RepieSeiltatiV8 ·"0"0· ••• . ... .. . . . . .. .. . . . : . . , . . .. .

. . . .



LAC IIIv. Dept.

law Dept.


COMPANY

By~~q . Atlthorized RepieSeiltatiV8 ·"0"0· ••• . ... .. . . . . .. .. . . . : . . , . . .. .

. . . .





COMPANY

ByName:

Title: Authorized Representative.


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COMPANY

BYName:~tV~'g Title: Authorized Representative

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COMPANY

BYName:~;Y~'g Title: Authorized Representative

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COMPANY

BYName:~;Y~'g Title: Authorized Representative




GE CAPITAL LIFE AsSURANCE COMPANY OF

NEW YORK

* ~~~~~~~~~By o e

Title: ~ A ~ F ~ 4

GENERAL ELECTRIC CAPITAL ASSURANCE

COMPANY

By ,Name: ()iV'Y) t- IJr~C

Title:I yS7W 7- ry-1 Lc


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GE CAPITAL LIFE ASSURANCE COMPANY OF

NEW YORK


COMPANY

By ~~ Name: ()'rv I () .tr- ~ f1Yl.. 71 C;'l-j Title: 1 f'(V 0-7~ CN ') ~ L ere

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NEW YORK


COMPANY


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NEW YORK


COMPANY



* ~~~~~~~INFORMATION RELATING TO PURCHASERS

SERIES OF PRINCIPAL AMOUNT OF

NAME AND ADDRESS OF PURCHASER NOTES NOTES TO BE PURCHASED

ALLSTATE INSURANCE COMPANY A $10,000,000c/o Allstate Investments LLCAttention: Private PlacementsDepartment3075 Sanders Road, STE GOD

* ~~Northbrook, Illinois 60062-7127Telephone: (847) 402-7117Telecopy: (847) 402-3092

Payments

All payments by Fedwire transfer of immediately available funds or ACH payments, identifying

the name of the Issuer, the Private Placement Number and the payment as principal, interest or

premium in the format as follows:

* ~~~Bank: CitibankABA#: 021000089Account name: Allstate Insurance Company Bond Collection AccountAccount #: 30546979Reference: OBI PPN G0350# AF 2, Anglo Irish Bank Corporation plc, Subordinated

* ~~~~Notes, Series A, due September 29, 2015,Payment Due Date (MM/DD/YY) and the type and amount of payment being made.

For Example:P ____(enter "P" and the amount of principal being remitted,

for example, P5000000.00) -

I ____ (enter "I" and the amount of interest being remitted,for example, 1225000.00)

Notices

All notices of scheduled payments and written confirmation of such wire transfer to be sent to:

Allstate Investments LLCInvestment Operations - Private Placements3075 Sanders Road, STE G4ANorthbrook, Illinois 60062-7127Telephone: (847) 402-6672 Private PlacementsTelecopy: (847) 326-7032Email: PrivatelOD~allstate.com

SCHEDULE I

* ~~~~~~~~~~(to Note Purchase Agreement)


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INFORMATION RELATING TO PURCHASERS

NAME AND A DDRESS OF PURCHASER

ALLSTATE INSURANCE COMPANY clo Allstate Investments LLC Attention: Private Placements Department 3075 Sanders Road, STE GOD Northbrook, Illinois 60062-7127 Telephone: (847) 402-7117 Telecopy: (847) 402-3092

Payments

SERIES OF NOTES

A

PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

$10,000,000

All payments by Fedwire transfer of immediately available funds or ACH payments, identifying the name of the Issuer, the Private Placement Number and the payment as principal, interest or premium in the format as follows:

Bank: ABA#:

Citibank 021000089

Account name: Allstate Insurance Company Bond Collection Account Account #: 30546979 Reference: OBI PPN G0350# AF 2, Anglo Irish Bank Corporation pIc, Subordinated Notes, Series A, due September 29,2015, Payment Due Date (MM/DD/YY) and the type and amount of payment being made.

For Example: P (enter "P" and the amount of principal being remitted,

for example, P5000000.00) -I (enter "I" and the amount of interest being remitted,

for example, 1225000.00)

Notices


Allstate Investments LLC Investment Operations - Private Placements 3075 Sanders Road, STE G4A Northbrook, Illinois 60062-7127 Telephone: (847) 402-6672 Private Placements Telecopy: (847) 326-7032 Email: [email protected]

SCHEDULE I (to Note Purchase Agreement)

JA-80

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Payments

SERIES OF NOTES

A


$10,000,000


Bank: ABA#:

Citibank 021000089





Notices




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Payments

SERIES OF NOTES

A


$10,000,000


Bank: ABA#:

Citibank 021000089





Notices





All financial reports, compliance certificates and all other written communications,inldgnotice of prepayments to be sent by email (privatecompliance~iallstate.com) or hard copy

addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 36-07 19665

1-2


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All financial reports, compliance certificates and all other written communications, including notice of prepayments to be sent by email ([email protected]) or hard copy addressed as first provided above.


Taxpayer I.D. Number: 36-0719665

1-2

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SERIES OF PRINCIPAL AMOUNT OF


ALLSTATE LIFE INSURANCE COMPANY A $10,000,000OF NEW YORK

* d~~co Allstate Investments LLC3075 Sanders Road, STE G5D)Northbrook, Illinois 60062-7127Attention: Private PlacementsDepartment

a Telephone Number: (847) 402-7117Telefacsimile Number: (847) 402-3092

Payments

All payments on or In respect of the Notes to be made by Fedwire transfer of immediatelyavailable funds or ACH Payment, identifying the name of the Issuer, the Private PlacementNumber and the payment as principal, interest or premium, in the format as follows:

Bank: CitibankABA# 021000089Account Name: Allstate Life Insurance Company of New York Collection AccountAccount No #:30547066Reference: OBI PPN G0350# AF 2, Anglo Irish Bank Corporation plc, Subordinated Notes,Series A, due September 29, 2015,Payment Due Date (MM/DD/YY) -and the type and amount of payment being made.

* ~~~~~~For example:P______(Enter "P" and amount of principal being remitted, for example,P5000000.00)I ____(Enter "I" and the amount of interest being remitted, for example,1225000.00)

Notices

All notices of scheduled payments and written confirmation of each such payment, to beaddressed:

Allstate Investments LLCInvestment Operations - Private Placements3075 Sanders Road, STE G4ANorthbrook, IL 60062-7127

*P Telephone: (847) 402-7845 Private PlacementsTelecopy: (847) 326-7032Email: PrivatelOD@ allstate .com

1-3


•

• NAME AND ADDRESS OF PURCHASER


SERIES OF NOTES

A


$10,000,000

• clo Allstate Investments LLC 3075 Sanders Road, STE G5D Northbrook, Illinois 60062-7127 Attention: Private Placements Department

• Telephone Number: (847) 402-7117 Telefacsimile Number: (847) 402-3092

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Payments

All payments on or in respect of the Notes to be made by Fedwire transfer of immediately available funds or ACH Payment, identifying the name of the Issuer, the Private Placement Number and the payment as principal, interest or premium, in the format as follows:

Bank: ABA#:

Citibank 021000089

Account Name: Allstate Life Insurance Company of New York Collection Account Account No #:30547066 Reference: OBI PPN G0350# AF 2, Anglo Irish Bank Corporation pic, Subordinated Notes, Series A, due September 29,2015, Payment Due Date (MM/DD/YY) -and the type and amount of payment being made.

For example: P (Enter "P" and amount of principal being remitted, for example, P5000000.00) I (Enter "I" and the amount of interest being remitted, for example, 1225000.00)

Notices

All notices of scheduled payments and written confirmation of each such payment, to be addressed:

Allstate Investments LLC Investment Operations- Private Placements 3075 Sanders Road, STE G4A Northbrook,IL 60062-7127 Telephone: (847) 402-7845 Private Placements Telecopy: (847) 326-7032 Email: [email protected]

1-3

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SERIES OF NOTES

A


$10,000,000



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Payments


Bank: ABA#:

Citibank 021000089



Notices



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SERIES OF NOTES

A


$10,000,000



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Payments


Bank: ABA#:

Citibank 021000089



Notices



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All other notices and communications shall be delivered and addressed as first provided above.



9~~~~~~~~~~~~~~~~-


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0 ~~~~~~~~~~~~SERIES OF PRINCIPAL AMOUNT OF


ALLSTATE LIFE INSURANCE COMPANY A $10,000,000

c/o Allstate Investments LLC $10,000,000

* Attention: Private Placements $10,000,000Department3075 Sanders Road, STE G5D)Northbrook, Illinois 60062-7127Telephone: (847) 402-7117

a Telecopy: (847) 402-3092

Payments

* ~~All payments by Fedwire transfer of immediately available funds or ACH payments, identifyingthe name of the Issuer, the Private Placement Number and the payment as principal, interest or

premium in the format as follows:

Bank: CitibankABA#: 021000089Account name: Allstate Life Insurance Company Collection Account - PPAccount #: 30547007Reference: OBI PPN G0350# AF 2, Anglo Irish Bank Corporation plc, SubordinatedNotes, Series A, due September 29, 2015,Payment Due Date (MM/DD/YY) and the type and amount of payment being made.

For Example:P ____(enter "P', and the amount of principal being remitted,

for example, P5000000.00) -

I ____(enter "I" and the amount of interest being remitted,for example, 1225000.00)

Notices


* ~~~~Allstate Investments LLCInvestment Operations - Private Placements3075 Sanders Road, STE G4ANorthbrook, Illinois 60062-7 127Telephone: (847) 402-6672 Private Placements

*P Telecopy: (847) 326-7032Email: PrivateIOD(~allstate.com

I-5


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NAME AND ADDRESS OF PURCHASER

ALLSTATE LIFE INSURANCE COMPANY clo Allstate Investments LLC Attention: Private Placements Department 3075 Sanders Road, STE G5D Northbrook, Illinois 60062-7127 Telephone: (847) 402-7117 Telecopy: (847) 402-3092

Payments

SERIES OF NOTES

A


$10,000,000 $10,000,000 $10,000,000


Bank: ABA#:

Citibank 021000089

Account name: Allstate Life Insurance Company Collection Account - PP Account #: 30547007

Notices

Reference: OBI PPN G0350# AF 2, Anglo Irish Bank Corporation pIc, Subordinated Notes, Series A, due September 29, 2015, Payment Due Date (MM/DDIYY) and the type and amount of payment being made.





Allstate Investments LLC Investment Operations- Private Placements 3075 Sanders Road, STE G4A Northbrook, Illinois 60062-7127 Telephone: (847) 402-6672 Private Placements Telecopy: (847) 326-7032 Email: [email protected]

1-5

JA-84

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Payments

SERIES OF NOTES

A


$10,000,000 $10,000,000 $10,000,000


Bank: ABA#:

Citibank 021000089


Notices







1-5

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Payments

SERIES OF NOTES

A


$10,000,000 $10,000,000 $10,000,000


Bank: ABA#:

Citibank 021000089


Notices







1-5


All financial reports, compliance certificates and all other written communications, including

notice of prepayments to be sent by email (privatecompliance(~allstate.com) or hard copy

1 ~~addressed as first provided above.



1-6


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Taxpayer 1.0. Number: 36-2554642

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* ~~~~~~~~~~~~~SERIES OF PRINCIPAL AMOUNT OF


ING USA ANNUITY AND LIFE A $14,000,000INSURANCE COMPANY

* d~co ING Investment Management LLC5780 Powers Ferry Road NW, Suite 300Atlanta, Georgia 30327-4349Attn: Private PlacementsFax: (770) 690-5057

Payments

All payments on account of Notes held by such purchaser shall be made by wire transfer of

immediately available funds for credit to:

The Bank of New YorkBFN: LOG 5661INST'L CUSTODY (for scheduled principal and interest payments)ABA#: 021000018

5 ~~~~Ref.: ING USA Annuity and Life Insurance Co., Acct. No. 136373 andPPN G0350# AF 2

or

* ~~~~BFN: JOC 565/INST'L CUSTODY (for all payments other than scheduled principal andinterest)ABA#: 021000018Ref.: ING USA Annuity and Life Insurance Go., Acct. No. 136373 and

PPN G0350# AF 2

Each such wire transfer shall set forth the name of the Issuer, the full title (including the

coupon rate, issuance date, and final maturity date) of the Notes on account of which such

payment is made, a reference to the PPN, and the due date and application (as amongprincipal, premium and interest) of the payment being made.

1-7


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ING USA ANNUITY AND LIFE INSURANCE COMPANY

c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, Georgia 30327 -4349 Attn: Private Placements Fax: (770) 690-5057

Payments

SERIES OF NOTES

A


$14,000,000

All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

The Bank of New York BFN: IOC 566/INST'L CUSTODY (for scheduled principal and interest payments) ABA#: 021000018 Ref.: ING USA Annuity and Life Insurance Co., Acct. No. 136373 and PPN G0350# AF 2

or

BFN: IOC 565/INST'L CUSTODY (for all payments other than scheduled principal and interest) ABA#: 021000018 Ref.: ING USA Annuity and Life Insurance Co., Acct. No. 136373 and PPN G0350# AF 2

Each such wire transfer shall set forth the name of the Issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made.

1-7

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Payments

SERIES OF NOTES

A


$14,000,000



or



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Payments

SERIES OF NOTES

A


$14,000,000



or



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Notices

Address for all notices relating to payments:

ING Investment Management LLC5780 Powers Ferry Road NW, Suite 300Atlanta, GA 30327-4349Attn: Operations/SettlementsFax: (770) 690-4886

All other communications and notices to be addressed as first provided above.



1-8


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Notices


ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4349 Attn: Operations/Settlements Fax: (770) 690-4886




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Notices






1-8


0 ~~~~~~~~~~~~~SERIES OF PRINCIPAL AMOUNT OF


ING USA ANNUITY AND LIFE A $6,000,000INSURANCE COMPANY


Payments

All payments on account of Notes held by such purchaser shall be made by wire transfer of

* ~~immediately available funds for credit to:

The Bank of New YorkBFN: IOC 566/INST'L CUSTODY (for scheduled principal and interest payments)ABA#: 021000018Ref.: ING USA Annuity and Life Insurance Co. - Separate Account, Acct. No. 136374and PPN G0350# AF 2

or

BFN: IOC 56511NST'L CUSTODY (for all payments other than scheduled principal and0 ~~~~~interest)

ABA#: 021000018Ref.: ING USA Annuity and Life Insurance Co. - Separate Account, Acct. No. 136374and PPN G0350# AF 2

* ~~~~~Each such wire transfer shall set forth the name of the Issuer, the full title (including thecoupon rate, issuance date, and final maturity date) of the Notes on account of which suchpayment is made, a reference to the PPN, and the due date and application (as amongprincipal, premium and interest) of the payment being made.

40

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c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, Georgia 30327-4349 Attn: Private Placements Fax: (770) 690-5057

Payments

SERIES OF NOTES

A


$6,000,000

All payments on account of Notes held by such purchaser shall be made by wire transfer of • immediately available funds for credit to:

•

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The Bank of New York BFN: IOC 566/INST'L CUSTODY (for scheduled principal and interest payments) ABA#: 021000018 Ref.: ING USA Annuity and Life Insurance Co. - Separate Account, Acct. No. 136374 and PPN G0350# AF 2

or

BFN: IOC 565/INST'L CUSTODY (for all payments other than scheduled principal and interest) ABA#: 021000018 Ref.: ING USA Annuity and Life Insurance Co. - Separate Account, Acct. No. 136374 and PPN G0350# AF 2


1-9

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Payments

SERIES OF NOTES

A


$6,000,000


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Payments

SERIES OF NOTES

A


$6,000,000


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Notices


ING Investment Management LLC5780 Powers Ferry Road NW, Suite 300

0 ~~~Atlanta, GA 30327-4349Attn: Operations/SettlementsFax: (770) 690-4886




0~~~~~~~~~~~~~~11


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Notices






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JA-89

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* ~~~~~~~~~~~~~~SERIES OF PRINCIPAL AMOUNT OF


RELIASTAR LIFE INSURANCE A $16,000,000COMPANY


Payments

All payments on account of Notes held by such purchaser shall be made by wire transfer of* ~~immediately available funds for credit to:

The Bank of New YorkBFN: 1OC 566/INST'L CUSTODY (for scheduled principal and interest payments)ABA#: 021000018Ref.: ReliaStar Life Insurance Company, Acct. No. 187035 and PPN G0350# AF 2

or

BFN: IOC 565/INST'L CUSTODY (for all payments other than scheduled principal andinterest)ABA#: 021000018Ref.: ReliaStar Life Insurance Company, Acct. No. 187035 and PPN G0350# AF 2

Each such wire transfer shall set forth the name of the Issuer, the full title (including thecoupon rate, issuance date, and final maturity date) of the Notes on account of which suchpayment is made, a reference to the PPN, and the due date and application (as amongprincipal, premium and interest) of the payment being made.


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RELIASTAR LIFE INSURANCE COMPANY

c/o ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, Georgia 30327 -4349 Attn: Pri vate Placements Fax: (770) 690-5057

Payments

SERIES OF NOTES

A


$16,000,000


The Bank of New York BFN: IOC 566/INST'L CUSTODY (for scheduled principal and interest payments) ABA#: 021000018 Ref.: ReliaStar Life Insurance Company, Acct. No. 187035 and PPN G0350# AF 2

or

BFN: IOC 565/INST'L CUSTODY (for all payments other than scheduled principal and interest) ABA#: 021000018 Ref.: ReliaStar Life Insurance Company, Acct. No. 187035 and PPN G0350# AF 2


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c/O ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, Georgia 30327 -4349 Attn: Pri vate Placements Fax: (770) 690-5057

Payments

SERIES OF NOTES

A


$16,000,000



or



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c/O ING Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, Georgia 30327 -4349 Attn: Pri vate Placements Fax: (770) 690-5057

Payments

SERIES OF NOTES

A


$16,000,000



or



1-11


Notices



0 ~~~~Atlanta, GA 30327-4349Attn: Operations/SettlementsFax: (770) 690-4886



Taxpayer L.D. Number: 41-045 1140

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Notices





Taxpayer J.D. Number: 41-0451140

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0 ~~~~~~~~~~~~~SERIES OF PRINCIPAL AMOUNT OFNAME AND ADDRESS OF PURCHASER NOTES NOTES TO BE PURCHASED

ING LIFE INSURANCE AND ANNUITY A $14,000,000COMPANY


Payments

All payments on account of Notes held by such purchaser shall be made by wire transfer of* ~~immediately available funds for credit to:

The Bank of New YorkABA#: 021000018BFN: IOC 566 (for scheduled principal and interest payments)Attn: P&I DepartmentRef.: ING Life Insurance and Annuity Company, Acct. No. 216101 andPPN G0350# AF 2

or

* ~~~~BFN: IOC 56511NST'L CUSTODY (for all payments other than scheduled principal andinterest)Attn: P&I DepartmentRef.: ING Life Insurance and Annuity Company, Acct. No. 216101 andPPN G0350# AF 2

Each such wire transfer shall set forth the name of the Issuer, the full title (including thecoupon rate, issuance date, and final maturity date) of the Notes on account of which suchpayment is made, a reference to the PPN, and the due date and application (as amongprincipal, premium and interest) of the payment being made.

1-13


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Payments

SERIES OF

NOTES

A

PRINCIPAL AMOUNT OF

NOTES TO BE PURCHASED

$14,000,000


The Bank of New York ABA#: 021000018 BFN: IOC 566 (for scheduled principal and interest payments) Attn: P&I Department Ref.: ING Life Insurance and Annuity Company, Acct. No. 216101 and PPN G0350# AF 2

or

BFN: IOC 565/INST'L CUSTODY (for all payments other than scheduled principal and interest) Attn: P&I Department Ref.: ING Life Insurance and Annuity Company, Acct. No. 216101 and PPN G0350# AF 2


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Payments

SERIES OF

NOTES

A

PRINCIPAL AMOUNT OF


$14,000,000



or



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Payments

SERIES OF

NOTES

A

PRINCIPAL AMOUNT OF


$14,000,000



or



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Notices



* ~~~Atlanta, GA 30327-4349Attn: Operations/SettlementsFax: (770) 690-4886



Taxpayer I .D. Number: 71-0294708

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Notices






1-14

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Notices






1-14


SERIES OF PRINCIPAL AMOUNT OFNAME AND ADDRESS OF PURCHASER NOTES NOTES TO BE PURCHASED

METROPOLITAN LIFE INSURANCE A $25,000,000COMPANY

* 1~~ MetLife Plaza B $20,000,00027-01 Queens Plaza NorthLong Island City, New York 11101O

* ~~Payments

All scheduled payments of principal and interest by wire transfer of immediately available fundsto:

Bank Name: JPMorgan Chase BankABA Routing #: 021-000-021Account No.: 002-2-410591Account Name: Metropolitan Life Insurance CompanyRef: Anglo Irish Bank Corporation plc

9 ~~~with sufficient information to identify the source and application of such funds, includingissuer, PPN#, interest rate, maturity and whether payment is of principal, interest, makewhole amount or otherwise.For all payments other than scheduled payments of principal and interest, the Company shallseek instructions from the holder, and in the absence of instructions to the contrary, will

* ~~~make such payments to the account and in the manner set forth above.

Notices

* ~~Address for all notices and communications:

Metropolitan Life Insurance CompanyInvestments, Private PlacementsP.O. Box 1902

* ~~~10 Park AvenueMorristown, New Jersey 07962-1902Attention: DirectorFacsimile (973) 355-4250

* ~~~and

I-is


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METROPOLITAN LIFE INSURANCE COMPANY

1 MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101

Payments

SERIES OF

NOTES

A

B

PRINCIPAL AMOUNT OF


$25,000,000

$20,000,000

All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name: JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: 002-2-410591 Account Name: Metropolitan Life Insurance Company Ref: Anglo Irish Bank Corporation pic

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

Notices

Address for all notices and communications:

Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park A venue Morristown, New Jersey 07962-1902 Attention: Director Facsimile (973) 355-4250

and

1-15

JA-94

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Payments

SERIES OF

NOTES

A

B

PRINCIPAL AMOUNT OF


$25,000,000

$20,000,000




Notices



and

1-15

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Payments

SERIES OF

NOTES

A

B

PRINCIPAL AMOUNT OF


$25,000,000

$20,000,000




Notices



and

1-15


Metropolitan Life Insurance Company* d~~~co MetLife Investments Limited

Orion House 11Ith Floor5 Upper St. Martin's LaneLondon WC2H 9EAEngland

* ~~~Attention: Investments, Private PlacementsFacsimile: 011-44-20-7632-8101

With a copy OTHER than with respect to deliveries of financial statements to:

* ~~~Metropolitan Life Insurance CompanyP.O. Box 190210 Park AvenueMorristown, New Jersey 07962-1902Attention: Chief Counsel-Securities Investments (PRIV)

* ~~~Facsimile (973) 355-4338


Taxpayer I.D. Number: 13-558 1829

1-16


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Metropolitan Life Insurance Company c/o MetLife Investments Limited Orion House 11 th Floor 5 Upper St. Martin's Lane London WC2H 9EA England Attention: Investments, Private Placements Facsimile: 011-44-20-7632-8101


Metropolitan Life Insurance Company P.O. Box 1902 10 Park A venue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (973) 355-4338



1-16

JA-95

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1-16


* ~~~~~~~~~~ ~~~SERIES OF PRINCIPAL AMOUNT OF


NEW ENGLAND LIFE INSURANCE A $5,000,000COMPANY

* d~~co Metropolitan Life Insurance Company1 MetLife Plaza27-01 Queens Plaza NorthLong Island City, New York 1 101I

Payments

All scheduled payments of principal and interest by wire transfer of immediately available fundsto:

0 ~~~~Bank Name: JPMorgan Chase BankABA Routing #: 02 1-000-021Account No.: 9 10-2-778983Account Name: New England Life Insurance CompanyRef: Anglo Irish Bank Corporation plc

with sufficient information to identify the source and application of such funds, includingissuer, PPN#, interest rate, maturity and whether payment is of principal, interest, makewhole amount or otherwise.For all payments other than scheduled payments of principal and interest, the Company shall

* ~~~seek instructions from the holder, and in the absence of instructions to the contrary, willmake such payments to the account and in the manner set forth above.

Notices

* ~~Address for all notices and communications:

NEW ENGLAND LIFE INSURANCE COMPANYc/o Metropolitan Life Insurance CompanyInvestments, Private Placements

* ~~~P.O. Box 190210 Park AvenueMorristown, New Jersey 07962-1902Attention: DirectorFacsimile (973) 355-4250

and

1-17

Case 1:11-cv-00955-PGG Document 1-2 Filed 02/14/11 Page 36 of 37,

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c/o Metropolitan Life Insurance Company 1 MetLife Plaza 27-01 Queens Plaza North Long Island City, New York 11101

Payments

SERIES OF NOTES

A


$5,000,000


Bank Name: lPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: 910-2-778983 Account Name: New England Life Insurance Company Ref: Anglo Irish Bank Corporation pIc


Notices


NEW ENGLAND LIFE INSURANCE COMPANY c/o Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park A venue Morristown, New Jersey 07962-1902 Attention: Director Facsimile (973) 355-4250

and

1-17

JA-96

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Payments

SERIES OF NOTES

A


$5,000,000




Notices



and

1-17

,

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Payments

SERIES OF NOTES

A


$5,000,000




Notices



and

1-17


New England Life Insurance Companyc/o MetLife Investments Limited

* ~~~Orion House I11th Floor5 Upper St. Martin's LaneLondon WC2H 9EAEnglandAttention: Investments, Private Placements

* ~~~Facsimile: 011-44-20-7632-8101


NEW ENGLAND LIFE INSURANCE COMPANY* d~~~co Metropolitan Life Insurance Company

10 Park AvenueMorristown, New Jersey 07962-1902Attention: Chief Counsel-Securities Investments (PRIV)Facsimile (973) 355-4338



1-18


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New England Life Insurance Company c/o MetLife Investments Limited Orion House 11 th Floor 5 Upper St. Martin's Lane London WC2H 9EA England Attention: Investments, Private Placements Facsimile: 011-44-20-7632-8101


NEW ENGLAND LIFE INSURANCE COMPANY c/o Metropolitan Life Insurance Company 10 Park A venue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (973) 355-4338



1-18

JA-97

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1-18

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1-18


* ~~~~~~~~~~ ~~~SERIES OF PRINCIPAL AMOUNT OF


THE NORTHWESTERN MUTUAL LIFE A $20,000,000INSURANCE COMPANY

* ~~720 East Wisconsin Avenue B $15,000,000Milwaukee, Wisconsin 53202Attn: Securities DepartmentFacsimile: (414) 665-7124

Payments

All payments by wire transfer of immediately available funds to:

US Bank777 East Wisconsin AvenueMilwaukee, WI 53202ABA #075000022

For the account of:

Northwestern Mutual LifeAccount No. 182380324521

with sufficient information to identify the source of the transfer, the amount of interest,* ~~~~principal or premium, the series of Notes and the PPN

Notices

All notices of payments and written confirmations of such wire transfers:

The Northwestern Mutual Life Insurance Company720 East Wisconsin AvenueMilwaukee, WI 53202Attention: Investment Operations

* ~~~~~~Facsimile: (414) 625-6998

All other communications to be addressed as first provided above.



1-19


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THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 East Wisconsin A venue Milwaukee, Wisconsin 53202 Attn: Securities Department Facsimile: (414) 665-7124

Payments

SERIES OF NOTES

A

B


US Bank 777 East Wisconsin A venue Milwaukee, WI 53202 ABA #075000022

For the account of:

Northwestern Mutual Life Account No. 182380324521

PRINCIPAL AMOUNT OF


$20,000,000

$15,000,000

with sufficient information to identify the source of the transfer, the amount of interest, principal or premium, the series of Notes and the PPN

Notices


The Northwestern Mutual Life Insurance Company 720 East Wisconsin A venue Milwaukee, WI 53202 Attention: Investment Operations Facsimile: (414) 625-6998




1-19

JA-98

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Payments

SERIES OF NOTES

A

B



For the account of:


PRINCIPAL AMOUNT OF


$20,000,000

$15,000,000


Notices






1-19

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Payments

SERIES OF NOTES

A

B



For the account of:


PRINCIPAL AMOUNT OF


$20,000,000

$15,000,000


Notices






1-19


0 ~~~~~~~~~~ ~~~SERIES OF PRINCIPAL AMOUNT OF


GE CAPITAL LIFE ASSURANCE A $10,000,000COMPANY OF NEW YORK

* d~~co Genworth Financial601 Union Street, Suite 2200Seattle, Washington 98101Attn: Private PlacementsTelephone Number: (206) 516-4515

* ~~Fax Number: (206) 516-4578

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or otherimmediately available funds to:

Hare & Co.The Bank of New YorkABA #021000018Account Number/Beneficiary: GLA I111566SWIFTf Code: IRVTUS3NBank to Bank Information: GE Capital Life Assurance Company of New York, Account#127019, PPN G0350# AF 2, Anglo Irish Bank Corporation pic, Subordinated Notes,Series A, due September 29, 2015, and Identify Principal & Interest Amounts

Notices

All notices and communications including original note agreement, conformed copy of the noteagreement, amendment requests, financial statements and other general information to be

* ~~addressed as first provided above. If available, an electronic copy is additionally requested. Please sendto the following e-mail address:

GNW.privateplacements@ ?genworth .com

1-20


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GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

c/o Genworth Financial 601 Union Street, Suite 2200 Seattle, Washington 98101 Attn: Private Placements Telephone Number: (206) 516-4515 Fax Number: (206) 516-4578

Payments

SERIES OF NOTES

A


$10,000,000

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:

Hare & Co. The Bank of New York ABA #021000018 Account Number/Beneficiary: G LA 111566 SWIFT Code: IRVTUS3N Bank to Bank Information: GE Capital Life Assurance Company of New York, Account #127019, PPN G0350# AF 2, Anglo Irish Bank Corporation pic, Subordinated Notes, Series A, due September 29, 2015, and Identify Principal & Interest Amounts

Notices

All notices and communications including original note agreement, conformed copy of the note agreement, amendment requests, financial statements and other general information to be addressed as first provided above. If available, an electronic copy is additionally requested. Please send to the following e-mail address:

GNW [email protected]

1-20

JA-99

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Payments

SERIES OF NOTES

A


$10,000,000



Notices



1-20

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Payments

SERIES OF NOTES

A


$10,000,000



Notices



1-20


Notices with respect to payments and written confirmation of each such payment, including interestpayments, redemptions, premiums, make wholes, and fees should also be addressed as above with

0 ~~additional copies addressed to the following:

State StreetAccount: GE Capital Life Assurance Company of New York801 Pennsylvania

* Kansas City, MO 64105Attn: Tammy KarnTelephone No.: (816) 871- 9286Fax No.: (816) 691-5593geamri@ statestreetkc .comr (preferred delivery method)

0and

Hare & Co.The Bank of New York

* ~~~~Income Collection DepartmentP.O. Box 11203New York, NY 10286Attn: PP P&I DepartmentRef: GE Capital Life Assurance Company of New York, Account #1270 19, CUSIP/PPN

* ~~~~and Security Description

P&I Contact: Anthony Largo - (718) 315-3022

Name of Nominee in which Notes are to be issued: HARE & CO.


1-21


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Notices with respect to payments and written confirmation of each such payment, including interest payments, redemptions, premiums, make wholes, and fees should also be addressed as above with additional copies addressed to the following:

State Street Account: GE Capital Life Assurance Company of New York 801 Pennsylvania Kansas City, MO 64105 Attn: Tammy Karn Telephone No.: (816) 871- 9286 Fax No.: (816) 691-5593 [email protected] (preferred delivery method)

and

Hare & Co. The Bank of New York Income Collection Department P.O. Box 11203 New York, NY 10286 Attn: PP P&I Department Ref: GE Capital Life Assurance Company of New York, Account #127019, CUSIP/PPN and Security Description




1-21

JA-100

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1-21

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1-21


0 ~~~~~~~~~~~~~SERIES OF PRINCIPAL AMOUNT OFNAME AND ADDRESS OF PURCHASER NOTES NOTES TO BE PURCHASED

GENERAL ELECTRIC CAPITAL A $5,000,0000ASSURANCE COMPANY

* d~~co Genworth Financial601 Union Street, Suite 2200Seattle, Washington 98 101Attn: Private PlacementsTelephone Number: (206) 516-4515

* ~~Fax Number: (206) 516-4578

Payments

* ~~All payments on or in respect of the Notes to be by bank wire transfer of Federal or otherimmediately available funds to:

The Bank of New YorkABA #021000018Account Number/Beneficiary: GLA I111566SWIFT Code: IRVTUS3NAttn: PP P&I DepartmentBank to Bank Information: General Electric Capital Assurance Company, Account#127459, PPN G0350# AF 2, Anglo Irish Bank Corporation plc, Subordinated Notes,Series A, due September 29, 2015, and Identify Principal & Interest Amounts

Notices

All notices and communications including original note agreement, conformed copy of the noteagreement, amendment requests, financial statements and other general information to be

* ~~addressed as first provided above. If available, an electronic copy is additionally requested. Please sendto the following e-mail address:

GNW.privateplacements(~genworth .com

1-22


•


GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

SERIES OF NOTES

A


$5,000,000

• c/o Genworth Financial 601 Union Street, Suite 2200 Seattle, Washington 98101 Attn: Private Placements Telephone Number: (206) 516-4515

• Fax Number: (206) 516-4578

•

•

•

Payments


The Bank of New York ABA #021000018 Account Number/Beneficiary: GLA 111566 SWIFT Code: IRVTUS3N Attn: PP P&I Department Bank to Bank Information: General Electric Capital Assurance Company, Account #127459, PPN G0350# AF 2, Anglo Irish Bank Corporation pic, Subordinated Notes, Series A, due September 29, 2015, and Identify Principal & Interest Amounts

Notices

All notices and communications including original note agreement, conformed copy of the note agreement, amendment requests, financial statements and other general information to be

• addressed as first provided above. If available, an electronic copy is additionally requested. Please send to the following e-mail address:

GNW .pri vateplacements@ genworth .com

•

• 1-22

JA-101

•



SERIES OF NOTES

A


$5,000,000


• Fax Number: (206) 516-4578

•

•

•

Payments



Notices




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1-22

•



SERIES OF NOTES

A


$5,000,000


• Fax Number: (206) 516-4578

•

•

•

Payments



Notices




•

•

1-22


Notices with respect to payments and written confirmation of each such payment, including interestpayments, redemptions, premiums, make wholes, and fees should also be addressed as above withadditional copies addressed to the following:

State StreetAccount: GE Capital Life Assurance Company of New York801 Pennsylvania

* ~~~~Kansas City, MO 64105Attn: Tammy KarnTelephone No.: (816) 871- 9286Fax No.: (816) 691-5593geam~bstatestreetkc.com (preferred delivery method)

and

Hare & Co.The Bank of New York

* ~~~~Income Collection DepartmentP.O. Box 11203New York, NY 10286Attn: PP P&I DepartmentRef: GE Capital Life Assurance Company of New York, Account #127459, CUSIP/PPN

* ~~~~and Security Description



Taxpayer I .D. Number: 91-6027719

1-23


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and

Hare & Co. The Bank of New York Income Collection Department p.o. Box 11203 New York, NY 10286 Attn: PP P&I Department Ref: GE Capital Life Assurance Company of New York, Account #127459, CUSIP/PPN and Security Description




1-23

JA-102

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and





1-23

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and





1-23



Subordinated Note, Series A, due September 29, 2015

PPN G0350# AF2

No.U.S. $_____ _______,20-

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of the* ~~Republic of Ireland (the "Company"), for value received, hereby promises to pay to

____________________ or registered assigns, the principal sum of ________

DOLLARS (or so much thereof as, shall not have been prepaid) on September 29, 2015 and to payinterest (computed on the basis of a 360-day year of twelve 30-day months in the case ofcalculations for any period up to and including September 28, 2010 and computed on the basis of

* ~~the actual number of days elapsed on the basis of a 360 day year in the case of calculations forany period on or after September 29, 2010) on the unpaid principal balance hereof (i) at the rateof 4.7 1% per annum from the date hereof, up to and including September 28, 2010, payablesemiannually on March 29 and September 29 in each year, commencing on March 29, 2006, andwith the last payment on September 29, 2010, and (ii) at the Series A Reset Rate (as defined in

* ~~the Note Purchase Agreement) from and after September 29, 20 10, payable quarterly onMarch 29, June 29, September 29 and December 29 in each year, commencing December 29,2010, until such principal sum shall have become due and payable (whether at maturity, uponnotice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdueprincipal and premium (as provided for in the Note Purchase Agreement) and, to the extent

* ~~permitted by applicable law, on any overdue interest, from the due date thereof at a rate perannum equal to the greater of (x) 5.71% prior to and including September 28, 2010 (and on andafter September 29, 2010, at the Series A Overdue Reset Rate (as defined in the Note PurchaseAgreement)) and (y) the prime commercial lending rate as announced from time to time byCitibank, N.A. at its principal office in New York City, plus 1%, until the obligation of the

* ~~Company with respect to the payment thereof shall be discharged. Subject to Section 16 of theNote Purchase Agreement referred to below, payments of principal, premium, if any, and interestshall be made in lawful money of the United States of America at the principal office ofWachovia Bank in the City and State of New York, United States of America.

This Note is one of the Subordinated Notes, Series A, due September 29, 2015 of theCompany issued pursuant to the Note Purchase Agreement dated as of September 28, 2005entered into by the Company with certain institutional investors, and the holder of this Note isentitled to enforce the provisions and enjoy the benefits thereof as provided in said NotePurchase Agreement. Each holder of this Note is deemed to be a party to the Note PurchaseAgreement and subject to the applicable requirements thereof.

This Note is subject to optional prepayments, in whole or in part and the maturity hereofmay be accelerated following an Event of Default, all as provided in said Note Purchase

EXHIBIT A-i* ~~~~~~~~~~(to Note Purchase Agreement)


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PPN G0350# AF2

No. U.S. $ ___ _ _ ______ , 20_

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of the Republic of Ireland (the "Company"), for value received, hereby promises to pay to

__________ , or registered assigns, the principal sum of ______ _ DOLLARS (or so much thereof as. shall not have been prepaid) on September 29,2015 and to pay interest (computed on the basis of a 360~ay year of twelve 30-{)ay months in the case of calculations for any period up to and including September 28, 2010 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year in the case of calculations for any period on or after September 29, 2010) on the unpaid principal balance hereof (i) at the rate of 4.71 % per annum from the date hereof, up to and including September 28,2010, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29, 2010, and (ii) at the Series A Reset Rate (as defined in the Note Purchase Agreement) from and after September 29, 20 LO, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2010, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided for in the Note Purchase Agreement) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x) 5.71 % prior to and including September 28,2010 (and on and after September 29, 2010, at the Series A Overdue Reset Rate (as defined in the Note Purchase Agreement)) and (y) the prime commercial lending rate as announced from time to time by Citibank, N .A. at its principal office in New York City, plus 1 %, until the obligation of the Company with respect to the payment thereof shall be discharged. Subject to Section 16 of the Note Purchase Agreement referred to below, payments of principal, premium, if any, and interest shall be made in lawful money of the United States of America at the principal office of Wachovia Bank in the City and State of New York, United States of America.

This Note is one of the Subordinated Notes, Series A, due September 29, 2015 of the Company issued pursuant to the Note Purchase Agreement dated as of September 28, 2005 entered into by the Company with certain institutional investors, and the holder of this Note is entitled to enforce the provisions and enjoy the benefits thereof as provided in said Note Purchase Agreement. Each holder of this Note is deemed to be a party to the Note Purchase Agreement and subject to the applicable requirements thereof.

This Note is subject to optional prepayments, in whole or in part and the maturity hereof may be accelerated following an Event of Default, all as provided in said Note Purchase

EXHIBIT A-I (to Note Purchase Agreement)

JA-103

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PPN G0350# AF2

No. U.S. $. ___ _ _ ______ , 20_


___________ , or registered assigns, the principal sum of ______ _ DOLLARS (or so much thereof as. shall not have been prepaid) on September 29,2015 and to pay interest (computed on the basis of a 360~ay year of twelve 30-{)ay months in the case of calculations for any period up to and including September 28, 2010 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year in the case of calculations for any period on or after September 29, 2010) on the unpaid principal balance hereof (i) at the rate of 4.71% per annum from the date hereof, up to and including September 28,2010, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29, 2010, and (ii) at the Series A Reset Rate (as defined in the Note Purchase Agreement) from and after September 29, 20 LO, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2010, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided for in the Note Purchase Agreement) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x) 5.71 % prior to and including September 28,2010 (and on and after September 29, 2010, at the Series A Overdue Reset Rate (as defined in the Note Purchase Agreement)) and (y) the prime commercial lending rate as announced from time to time by Citibank, N .A. at its principal office in New York City, plus 1 %, until the obligation of the Company with respect to the payment thereof shall be discharged. Subject to Section 16 of the Note Purchase Agreement referred to below, payments of principal, premium, if any, and interest shall be made in lawful money of the United States of America at the principal office of Wachovia Bank in the City and State of New York, United States of America.




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PPN G0350# AF2

No. U.S. $. ___ _ _ ______ , 20_







Agreement, to which reference is made for the terms and conditions of such provisions as to* ~~prepayment and acceleration, including without limitation the payment of a make-whole or a

modified make-whole premium in connection with such optional prepayment or upon suchacceleration. This Note is not otherwise subject to optional prepayment or optional redemption.

Upon surrender of this Note for registration of transfer or exchange, duly endorsed oraccompanied by a written instrument of transfer duly executed by the registered holder hereof orsuch holder's attorney duly authorized in writing, a new Note for a like principal amount will beissued to, and, at the option of the holder, registered in the name of, the transferee. TheCompany and any agent of the Company may deem and treat the Person in whose name thisNote is registered as the owner hereof for the purpose of receiving payments of the principal of,premium (if any) and interest hereon and for all other purposes whatsoever whether or not this

* ~~Note is overdue, and the Company shall not be affected by any notice to the contrary.

The Indebtedness evidenced by this Note is to the extent and in the manner provided insaid Note Purchase Agreement expressly subordinate and subject in right of payment to the priorpayment of Senior Creditors (as defined in said Note Purchase Agreement) in their capacity as

* ~~Senior Creditors, whether outstanding at the date of said Note Purchase Agreement or thereafterincurred.

This Note shall be governed by and construed in accordance with the laws of the State ofNew York.


* ~~~~~~~~~~ByIts

* ~~~~~~~~~~~~~~A-I1-2


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Agreement, to which reference is made for the terms and conditions of such provisions as to prepayment and acceleration, including without limitation the payment of a make-whole or a modified make-whole premium in connection with such optional prepayment or upon such acceleration. This Note is not otherwise subject to optional prepayment or optional redemption.

Upon surrender of this Note for registration of transfer or exchange, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and, at the option of the holder, registered in the name of, the transferee. The Company and any agent of the Company may deem and treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payments of the principal of, premium (if any) and interest hereon and for all other purposes whatsoever whether or not this Note is overdue, and the Company shall not be affected by any notice to the contrary.

The Indebtedness evidenced by this Note is to the extent and in the manner provided in said Note Purchase Agreement expressly subordinate and subject in right of payment to the prior payment of Senior Creditors (as defined in said Note Purchase Agreement) in their capacity as Senior Creditors, whether outstanding at the date of said Note Purchase Agreement or thereafter incurred. '

This Note shall be governed by and construed in accordance with the laws of the State of New York.


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Subordinated Note, Series B, due September 29, 2017

PPN G0350# AGO

No.U.S. $_____ _______20__

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of theRepublic of Ireland (the "Company"), for value received, hereby promises to pay to

____ ___ ____ ___ ____ ___ ___ or registered assigns, the principal sum of _ _ _ _ _ _ _ _ _

* ~~DOLLARS (or so much thereof as shall not have been prepaid) on September 29, 2017 and to payinterest (computed on the basis of a 360-day year of twelve 30-day months in the case ofcalculations for any period up to and including September 28, 2012 and computed on the basis ofthe actual number of days elapsed on the basis of a 360 day year in the case of calculations forany period on or after September 29, 2012) on the unpaid principal balance hereof (i) at the rate

* ~~of 4.80% per annum from the date hereof, up to and including September 28, 2012, payablesemiannually on March 29 and September 29 in each year, commencing on March 29, 2006, andwith the last payment on September 29, 2012, and (ii) at the Series B Reset Rate (as defined inthe Note Purchase Agreement) from and after September 29, 2012, payable quarterly onMarch 29, June 29, September 29 and December 29 in each year, commencing December 29,

* ~~2012, until such principal sum shall have become due and payable (whether at maturity, uponnotice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdueprincipal and premium (as provided for in the Note Purchase Agreement) and, to the extentpermitted by applicable law, on any overdue interest, from the due date thereof at a rate perannum equal to the greater of (x)5.80% prior to and including September 28, 2012 (and on and

* ~~after September 29, 2012, at the Series B Overdue Reset Rate (as defined in the Note PurchaseAgreement)) and (y) the prime commercial lending rate as announced from time to time byCitibank, N.A. at its principal office in New York City, plus 1%, until the obligation of theCompany with respect to the payment thereof shall be discharged. Subject to Section 16 of theNote Purchase Agreement referred to below, payments of principal, premium, if any, and interestshall be made in lawful money of the United States of America at the principal office ofWachovia Bank in the City and State of New York, United States of America.

This Note is one of the Subordinated Notes, Series B, due September 29, 2017 of theCompany issued pursuant to the Note Purchase Agreement dated as of September 28, 2005entered into by the Company with certain institutional investors, and the holder of this Note is

0 ~~entitled to enforce the provisions and enjoy the benefits thereof as provided in said NotePurchase Agreement. Each holder of this Note is deemed to be a party to the Note PurchaseAgreement and subject to the applicable requirements thereof.

This Note is subject to optional prepayments, in whole or in part and the maturity hereofmay be accelerated following an Event of Default, all as provided in said Note PurchaseAgreement, to which reference is made for the terms and conditions of such provisions as toprepayment and acceleration, including without limitation the payment of a make-whole or a

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Subordinated Note, Series B, due September 29,2017

PPN G0350# AGO

No. U.S. $ ___ _ _ ______ , 20_

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of the Republic of Ireland (the "Company"), for value received, hereby promises to pay to ____________ , or registered assigns, the principal sum of _____ . DOLLARS (or so much thereof as shall not have been prepaid) on September 29, 2017 and to pay interest (computed on the basis of a 360-<lay year of twelve 30-<lay months in the case of calculations for any period up to and including September 28, 2012 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year in the case of calculations for any period on or after September 29, 2012) on the unpaid principal balance hereof (i) at the rate of 4.80% per annum from the date hereof, up to and including September 28, 2012, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29,2012, and (ii) at the Series B Reset Rate (as defined in the Note Purchase Agreement) from and after September 29, 2012, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2012, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided for in the Note Purchase Agreement) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x)5.80% prior to and including September 28,2012 (and on and after September 29, 2012, at the Series B Overdue Reset Rate (as defined in the Note Purchase Agreement» and (y) the prime commercial lending rate as announced from time to time by Citibank, N.A. at its principal office in New York City, plus 1%, until the obligation of the Company with respect to the payment thereof shall be discharged. Subject to Section 16 of the Note Purchase Agreement referred to below, payments of principal, premium, if any, and interest shall be made in lawful money of the United States of America at the principal office of Wachovia Bank in the City and State of New York, United States of America.

This Note is one of the Subordinated Notes, Series B, due September 29, 2017 of the Company issued pursuant to the Note Purchase Agreement dated as of September 28, 2005 entered into by the Company with certain institutional investors, and the holder of this Note is entitled to enforce the provisions and enjoy the benefits thereof as provided in said Note Purchase Agreement. Each holder of this Note is deemed to be a party to the Note Purchase Agreement and subject to the applicable requirements thereof.

This Note is subject to optional prepayments, in whole or in part and the maturity hereof may be accelerated following an Event of Default, all as provided in said Note Purchase Agreement, to which reference is made for the terms and conditions of such provisions as to prepayment and acceleration, including without limitation the payment of a make-whole or a

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PPN G0350# AGO

No. U.S. $ ___ _ _ ______ , 20_

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of the Republic of Ireland (the "Company"), for value received, hereby promises to pay to ____________ , or registered assigns, the principal sum of ____ _ DOLLARS (or so much thereof as shall not have been prepaid) on September 29, 2017 and to pay interest (computed on the basis of a 360-<lay year of twelve 30-<lay months in the case of calculations for any period up to and including September 28, 2012 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year in the case of calculations for any period on or after September 29, 2012) on the unpaid principal balance hereof (i) at the rate of 4.80% per annum from the date hereof, up to and including September 28, 2012, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29,2012, and (ii) at the Series B Reset Rate (as defined in the Note Purchase Agreement) from and after September 29, 2012, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2012, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided for in the Note Purchase Agreement) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x)5.80% prior to and including September 28,2012 (and on and after September 29, 2012, at the Series B Overdue Reset Rate (as defined in the Note Purchase Agreement» and (y) the prime commercial lending rate as announced from time to time by Citibank, N.A. at its principal office in New York City, plus 1%, until the obligation of the Company with respect to the payment thereof shall be discharged. Subject to Section 16 of the Note Purchase Agreement referred to below, payments of principal, premium, if any, and interest shall be made in lawful money of the United States of America at the principal office of Wachovia Bank in the City and State of New York, United States of America.




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PPN G0350# AGO

No. U.S. $ ___ _ _ ______ , 20_







Upon surrender of this Note for registration of transfer or exchange, duly endorsed oraccompanied by a written instrument of transfer duly executed by the registered holder hereof orsuch holder's attorney duly authorized in writing, a new Note for a like principal amount will beissued to, and, at the option of the holder, registered in the name of, the transferee. TheCompany and any agent of the Company may deem and treat the Person in whose name thisNote is registered as the owner hereof for the purpose of receiving payments of the principal of,premium (if any) and interest hereon and for all other purposes whatsoever whether or not thisNote is overdue, and the Company shall not be affected by any notice to the contrary.

* ~~~~The Indebtedness evidenced by this Note is to the extent and in the manner provided insaid Note Purchase Agreement expressly subordinate and subject in right of payment to the prior

payment of Senior Creditors (as defined in said Note Purchase Agreement) in their capacity asSenior Creditors, whether outstanding at the date of said Note Purchase Agreement or thereafterincurred.



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modified make-whole premium in connection with such optional prepayment or upon such acceleration. This Note is not otherwise subject to optional prepayment or optional redemption.


The Indebtedness evidenced by this Note is to the extent and in the manner provided in said Note Purchase Agreement expressly subordinate and subject in right of payment to the prior payment of Senior Creditors (as defined in said Note Purchase Agreement) in their capacity as Senior Creditors, whether outstanding at the date of said Note Purchase Agreement or thereafter incurred.



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PRINCIPAL SUBSIDIARIES

AS AT THE DATE HEREOF, THE BANK'S PRINCIPAL WHOLLY-OWNED SUBSIDIARIESINCLUDE:

COUNTRY OFNAME HOLDING INCORPORATION

Anglo Irish Asset Finance plc 100% United Kingdom

Anglo Irish Asset Management Limited 100% Republic of Ireland

Anglo Irish Bank (Austria) A.G. 100% Austria

Anglo Irish Bank Corporation (I.O.M.) P.L.C. 100% Isle of Man

Anglo Irish Bank (Suisse) S.A. 100% Switzerland

Anglo Irish Capital Funding Limited 100% Cayman Islands

Anglo Irish Limited 100% Isle of Man

Anglo Irish Trust Company Limited 100% Isle of Man

Anglo Irish International Financial Services Limited 100% Republic of Ireland

Buyway Group Limited 100% Republic of Ireland

Irish Buyway Limited 100% Republic of Ireland

Knightsdale Limited 100% Republic of Ireland

Anglo Aggmore Limited Partnership 75% United Kingdom

Anglo Irish Assurance Company Limited 100% Republic of Ireland

CDB (U.K.) Limited 100% United Kingdom

Sparta Financial Services Limited 100% Republic of Ireland

Steenwal B.V. 100% The Netherlands

Anglo Irish Capital UK Limited Partnership 100% United Kingdom

Anglo Irish Property Lending Limited 100% United Kingdom

EXHIBIT B* ~~~~~~~~~~(to Note Purchase Agreement)


• PRINCIPAL SUBSIDIARIES

• AS AT THE DATE HEREOF, THE BANK'S PRINCIPAL WHOLLY-OWNED SUBSIDIARIES INCLUDE:

COUNTRY OF

• NAME HOLDING INCORPORATION

Anglo Irish Asset Finance pIc 100% United Kingdom


• Anglo Irish Bank (Austria) A.G. 100% Austria

Anglo Irish Bank Corporation (LO.M.) P.L.C. 100% Isle of Man


• Anglo Irish Capital Funding Limited 100% Cayman Islands



• Anglo Irish International Financial Services Limited 100% Republic of Ireland



• Knightsdale Limited 100% Republic of Ireland



• CDB (U .K.) Limited 100% United Kingdom



• Anglo Irish Capital UK Limited Partnership 100% United Kingdom


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EXHIBIT B • (to Note Purchase Agreement)

JA-107



COUNTRY OF





















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LIENS AND INDEBTEDNESS* ~~~~~~~~~(AS AT 25 SEPTEMBER 2005)

1. Revolving Credit Facilities.

(a) E450m dated July 2003

0 ~~~~~~~~Maturity: 15 July 2006

Facility is senior and unsecured and ranks pani passu with the claims of all otherunsecured creditors.

0 ~~~~The facility was lead arranged by BNP Paribas, Danske Bank A/S, The Royal Bank ofScotland and Westdeutsche Landesbank and extended by 25 banks.

No part of the facility was drawn as at 25 September 2005

* ~~~~2. Senior Term Loan Facilities.

(a) EUR l1in SchuldscheinTerm Loan dated 23 January 2004

* ~~~~~~~~Maturity: 23 January 2009 (Bullet)

Facility is senior and unsecured and ranks pari passu with the claims of all otherunsecured creditors.

* ~~~~Bilateral facility with HVB

Fully drawn as at 25 September 2005

(b) EUR 25m Schuldschein.* ~~~~~~~Term Loan dated 23 January 2004 (Bullet)

Maturity: 23 January 2009

Facility is senior and unsecured and ranks pani passu with the claims of all other

unsecured creditors.

Bilateral facility with Postbank

EXHIBIT C* ~~~~~~~~~~(to Note Purchase Agreement)

Case 1:11-cv-00955-PGG Document 1-3 Filed 02/14/11 Page 11 of 31• LIENS AND INDEBTEDNESS

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(a) €450m dated July 2003

Maturity: 15 July 2006

Facility is senior and unsecured and ranks pari passu with the claims of all other unsecured creditors.

The facility was lead arranged by BNP Paribas, Danske Bank A/S, The Royal Bank of Scotland and Westdeutsche Landesbank and extended by 25 banks.


2. Senior Term Loan Facilities.

(a) EUR 10m Schuldschein Term Loan dated 23 January 2004

Maturity: 23 January 2009 (Bullet)


Bilateral facility with HVB


(b) EUR 25m Schuldschein. • Term Loan dated 23 January 2004 (Bullet)

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(c) EUR i5m SchuldscheinTerm Loan dated 22 December 2003 (Bullet)

Maturity: 22 December 2008

Facility is senior and unsecured and ranks panl passu with the claims of all otherunsecured creditors.

Bilateral facility with Dekabank* ~~~~Fully drawn as at 25 September 2005

3. Subordinated Bonds.

Sterling Perpetual Fixed Rate Bonds GBP 5Gm

Sterling Perpetual Fixed Rate Bonds GBP 200m

Sterling Perpetual Fixed Rate Bonds GBP 25Gm

* ~~~~USD Subordinated Notes due 2006 USD 2Gm

USD Subordinated Notes due 2009 USD i5m

Euro Floating Rate Subordinated Notes 2011 Eurol5Om

Euro Floating Rate Subordinated Notes 2014 Euro750m

USD Subordinated Notes Series A 2011 USD lO0m

USD Subordinated Notes Series B 2011 USD 25m

All the above subordinated bonds are unsecured and subordinated in right of repaymentto ordinary creditors.

4. Title Retention. Title retention and other similar arrangements exist in respect ofcertain office and other equipment purchased and/or leased. Such arrangements have anaggregate value of less than Euro 15 million.

5. European Commercial Paper Program. The Bank has the ability to issue up toEuro 2b debt securities under the program with a maturity of up to 364 days. The program is

* ~~senior and unsecured and ranks pail passu with the claims of all other unsecured creditors.

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(c) EUR 15m Schuldschein Term Loan dated 22 December 2003 (Bullet)



Bilateral facility with Dekabank Fully drawn as at 25 September 2005


Sterling Perpetual Fixed Rate Bonds



USD Subordinated Notes due 2006


Euro Floating Rate Subordinated Notes 2011


USD Subordinated Notes Series A 2011

USD Subordinated Notes Series B 2011

GBP50m

GBP200m

GBP 250m

USD20m

USD 15m

Euro150m

Eur0750m

USD 100m

USD25m

All the above subordinated bonds are unsecured and subordinated in right of repayment . to ordinary creditors.

4. Title Retention. Title retention and other similar arrangements exist in respect of certain office and other equipment purchased and/or leased. Such arrangements have an aggregate value of less than Euro15 million.

5. European Commercial Paper Program. The Bank has the ability to issue up to Euro 2b debt securities under the program with a maturity of up to 364 days. The program is senior and unsecured and ranks pari passu with the claims of all other unsecured creditors.

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GBP200m

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6. French Commercial Paper Program. The Bank has the ability to issue up to Euro1.5b French regulated debt securities into France under the program with a maturity of up to 364

0 ~~days. The program is senior and unsecured and ranks pani passu with the claims of all otherunsecured creditors.

7. European Medium Term Program. The Bank can continuously issue up to Eurol0b debt securities with maturities as agreed between the bank and the relevant dealer. Under

* ~~the program both senior secured, senior unsecured and subordinated issuance can be made.

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6. French Commercial Paper Program. The Bank has the ability to issue up to Euro l.5b French regulated debt securities into France under the program with a maturity of up to 364 days. The program is senior and unsecured and ranks pari passu with the claims of all other unsecured creditors.

7. European Medium Term Program. The Bank can continuously issue up to Euro lOb debt securities with maturities as agreed between the bank and the relevant dealer. Under the program both senior secured, senior unsecured and subordinated issuance can be made.

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* ~~~~~FORM OF OPINION OF COUNSEL TO THE PURCHASERS

September 28, 2005

To the purchasers listed on Schedule Ato the Note Purchase Agreement(defined below)

* ~~~~Re: $165,000,000 Subordinated Notes, Series A,Due September 29, 2015

and$35,000,000 Subordinated Notes, Series B,

Due September 29, 2017* ~~~~~~~~~~~OF

Anglo Irish Bank Corporation plc


* ~~~~We have acted as your special counsel in connection with your respective purchases thisdate of (i) U.S. $165,000,000 aggregate principal amount of Subordinated Notes Series A, dueSeptember 29, 2015 (the "Series A Notes"), and (ii) U.S. $35,000,000 aggregate principalamount of Subordinated Notes, Series B, due September 29, 2017 (the "Series B Notes" and,together with the Series A Notes, the "Notes"), of Anglo Irish Bank Corporation plc, a company

* ~~incorporated under the laws of the Republic of Ireland (the "Company"), issued and sold to youunder and pursuant to the Note Purchase Agreement dated as of the date hereof (the "NotePurchase Agreement"), between the Company and each of you. Capitalized terms used hereinand not otherwise defined shall have the respective meanings ascribed to such terms in the NotePurchase Agreement. This opinion is delivered to you pursuant to Section 4.2 of the NotePurchase Agreement.

In connection with the foregoing, we have examined the following:

(i) the Note Purchase Agreement executed and delivered by the Company;

(ii) the Notes executed and delivered by the Company on the date hereof;

(iii) the opinions of (a) Allen & Overy LLP, special U.S. counsel for theCompany and (b) Eugene F. Collins, Irish counsel for the Company, each dated the date

* ~~~~hereof and delivered responsive to Section 4.3 of the Note Purchase Agreement;

EXHIBIT D-1I* ~~~~~~~~~~(to Note Purchase Agreement)


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FORM OF OPINION OF COUNSEL TO THE PURCHASERS

September 28, 2005

To the purchasers listed on Schedule A to the Note Purchase Agreement (defined below)

Re: $165,000,000 Subordinated Notes, Series A, Due September 29, 2015


Due September 29, 2017 OF

Anglo Irish Bank Corporation pIc


We have acted as your special counsel in connection with your respective purchases this date of (i) U.S. $165,000,000 aggregate principal amount of Subordinated Notes Series A, due September 29, 2015 (the "Series A Notes"), and (ii) U.S. $35,000,000 aggregate principal amount of Subordinated Notes, Series B, due September 29,2017 (the "Series B Notes" and, together with the Series A Notes, the "Notes"), of Anglo Irish Bank Corporation pIc, a company incorporated under the laws of the Republic of Ireland (the "Company"), issued and sold to you under and pursuant to the Note Purchase Agreement dated as of the date hereof (the "Note Purchase Agreement"), between the Company and each of you. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This opinion is delivered to you pursuant to Section 4.2 of the Note Purchase Agreement.




(iii) the opinions of (a) Allen & Overy LLP, special U.S. counsel for the Company and (b) Eugene F. Collins, Irish counsel for the Company, each dated the date hereof and delivered responsive to Section 4.3 of the Note Purchase Agreement;

EXHIBIT D-I (to Note Purchase Agreement)

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(iv) certificates of officers of the Company's, dated the date hereof, withrespect to the matters set forth therein delivered to you pursuant to Sections 4.4 and 4.8 ofthe Note Purchase Agreement;

(v) originals, or copies certified or otherwise identified to our satisfaction, ofsuch other documents, records, instruments and certificates of public officials as we havedeemed necessary or appropriate to enable us to render this opinion; and

(vi) a letter, dated September 28, 2005, addressed to the Company, Allen &Overy LLP and us from Merrill Lynch describing the manner of the offering of the Notes(the "Offeree Letter").

* ~~~~The documents referred to in clauses (i) and (ii) above are hereinafter referred tocollectively as the "Financing Documents" and individually as a "Financing Document."

We believe that the opinions referred to in clause (iii) above are satisfactory in scope andform and that you are justified in relying thereon. As to all matters of fact we have relied solely

* ~~upon (a) the representations and warranties of the Company and you set forth in the NotePurchase Agreement, (b) the certificates of public officials and of the officers of the Company,and (c) the Offeree Letter, and have assumed, without independent inquiry, the accuracy of suchrepresentations, warranties and certificates, and of the Offeree Letter.

* ~~~~We have assumed the genuineness of all signatures, the conformity to the originals of alldocuments reviewed by us as copies, the authenticity and completeness of all original documentsreviewed by us In original or copy form, the legal competence of each individual executing anydocument and that each Person executing the Financing Documents validly exists and has thepower and authority to enter into and perform its obligations under the Financing Documents.We have assumed that the Financing Documents have been duly authorized by all parties, havebeen duly executed and delivered by all parties and, as to Persons other than the Company, arebinding upon, and enforceable against, such Persons. In addition, we have relied, to the extent ofthe matters set forth therein, upon the Offeree Letter. We have also assumed that the execution,delivery and performance of the Financing Documents does not violate or result in any breach ofany constating or organizational document of the Company or any agreement to which the

0 ~~Company is subject or require any authorization, consent, approval, exemption or other actionby, or notice to or filing with, any Governmental Authority (excluding the Federal laws of theUnited States or the laws of the State of New York) which has not been obtained.

For purposes of this opinion, we have made such examination of law as we have deemednecessary. This opinion is limited solely to (a) the internal substantive laws of the State of NewYork as applied by courts located in the State of New York without regard to conflicts of lawprinciples and (b) the federal laws of the United States of America, and we express no opinion asto the laws of any other jurisdiction. In addition, we note that the Financing Documents containprovisions stating that they are to be governed by the laws of the State of New York. Except to

* ~~the extent that such provisions are made enforceable by New York General Obligations LawSection 51401 as applied by New York state courts or federal courts applying New York choiceof law rules, no opinion is given herein as to any such provisions, or otherwise as to the choice of

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(iv) certificates of officers of the Company's, dated the date hereof, with respect to the matters set forth therein delivered to you pursuant to Sections 4.4 and 4.8 of the Note Purchase Agreement;

(v) originals, or copies certified or otherwise identified to our satisfaction, of such other documents, records, instruments and certificates of public officials as we have deemed necessary or appropriate to enable us to render this opinion; and

(vi) a letter, dated September 28,2005, addressed to the Company, Allen & Overy LLP and us from Merrill Lynch describing the manner of the offering of the Notes (the "Offeree Letter").

The documents referred to in clauses (i) and (ii) above are hereinafter referred to collectively as the "Financing Documents" and individually as a "Financing Document."

We believe that the opinions referred to in clause (iii) above are satisfactory in scope and form and that you are justified in relying thereon. As to all matters of fact we have relied solely upon (a) the representations and warranties of the Company and you set forth in the Note Purchase Agreement, (b) the certificates of public officials and of the officers of the Company, and (c) the Offeree Letter, and have assumed, without independent inquiry, the accuracy of such representations, warranties and certificates, and of the Offeree Letter.

We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, the legal competence of each individual executing any document and that each Person executing the Financing Documents validly exists and has the power and authority to enter into and perform its obligations under the Financing Documents. We have assumed that the Financing Documents have been duly authorized by all parties, have been duly executed and delivered by all parties and, as to Persons other than the Company, are binding upon, and enforceable against, such Persons. In addition, we have relied, to the extent of the matters set forth therein, upon the Offeree Letter. We have also assumed that the execution, delivery and performance of the Financing Documents does not violate or result in any breach of any constating or organizational document of the Company or any agreement to which the Company is subject or require any authorization, consent, approval, exemption or other action by, or notice to or filing with, any Governmental Authority (excluding the Federal laws of the United States or the laws of the State of New York) which has not been obtained.

For purposes of this opinion, we have made such examination of law as we have deemed necessary. This opinion is limited solely to (a) the internal substantive laws of the State of New York as applied by courts located in the State of New York without regard to conflicts of law principles and (b) the federal laws of the United States of America, and we express no opinion as to the laws of any other jurisdiction. In addition, we note that the Financing Documents contain provisions stating that they are to be governed by the laws of the State of New York. Except to the extent that such provisions are made enforceable by New York General Obligations Law Section 51401 as applied by New York state courts or federal courts applying New York choice of law rules, no opinion is given herein as to any such provisions, or otherwise as to the choice of

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law or internal substantive rules of law that any court or other tribunal may apply to thetransactions contemplated by the Financing Documents.

Except as set forth in opinion paragraph 2 below, we express no opinions as to anyanti-fraud securities, "blue sky," anti-trust or tax laws of any jurisdiction.

The opinions set forth below are further subject to the following exceptions,* ~~qualifications and assumptions:

(a) the enforcement of any obligations of any person or entity under theFinancing Documents or otherwise may be limited by bankruptcy, insolvency,reorganization, fraudulent conveyance, moratorium or other laws and rules of law

* ~~~~affecting the enforcement generally of creditors' rights and remedies (including such asmay deny giving effect to waivers of debtors' rights), and general principles of equity(regardless of whether the application of such principles is considered in a proceeding inequity or at law) and we express no opinion as to the status under any fraudulentconveyance laws or fraudulent transfer laws of any obligations of any person or entity

* ~~~~under the Financing Documents or otherwise;

(b) we express no opinion as to the availability of any specific or equitablerelief of any kind;

* ~~~~~~(c) the enforcement of any of your rights may in all cases be subject to animplied duty of good faith and fair dealing and to general principles of equity (regardlessof whether such enforceability is considered in a proceeding at law or in equity); and

(d) we express no opinion as to the enforceability of any particular provisionof any of the Financing Documents relating to (i) waivers of rights to object tojurisdiction or venue, consents to jurisdiction or venue, or waivers of rights to (ormethods of) service of process, (ii) waivers of an applicable defenses, setoffs,recoupments, or counterclaims, (iii) waivers or variations of legal provisions or rightswhich are not capable of waiver or variation under applicable law, and (iv) exculpation orexoneration clauses, indemnity clauses, contribution provisions and clauses relating toreleases or waivers of immaterial claims or rights.

Based upon the foregoing, it is our opinion that:

1. The Financing Documents constitute the legal, valid and binding* ~~~~obligations of the Company, enforceable against the Company in accordance with their

terms.

2. The issuance, sale and delivery of the Notes under the circumstancescontemplated by the Note Purchase Agreement does not, under existing law, require the

* ~~~~registration of the Notes under the Securities Act of 1933, as amended, or thequalification of an indenture under the Trust Indenture Act of 1939, as amended.

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law or internal substantive rules of law that any court or other tribunal may apply to the transactions contemplated by the Financing Documents.

Except as set forth in opinion paragraph 2 below, we express no opinions as to any anti-fraud securities, "blue sky," anti-trust or tax laws of any jurisdiction.

The opinions set forth below are further subject to the following exceptions, qualifications and assumptions:

(a) the enforcement of any obligations of any person or entity under the Financing Documents or otherwise may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws and rules of law affecting the enforcement generally of creditors' rights and remedies (including such as may deny giving effect to waivers of debtors' rights), and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law) and we express no opinion as to the status under any fraudulent conveyance laws or fraudulent transfer laws of any obligations of any person or entity under the Financing Documents or otherwise;

(b) we express no opinion as to the availability of any specific or equitable relief of any kind;

(c) the enforcement of any of your rights may in all cases be subject to an implied duty of good faith and fair dealing and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and

(d) we express no opinion as to the enforceability of any particular provision of any of the Financing Documents relating to (i) waivers of rights to object to jurisdiction or venue, consents to jurisdiction or venue, or waivers of rights to (or methods of) service of process, (ii) waivers of an applicable defenses, setoffs, recoupments, or counterclaims, (iii) waivers or variations of legal provisions or rights which are not capable of waiver or variation under applicable law, and (iv) exculpation or exoneration clauses, indemnity clauses, contribution provisions and clauses relating to releases or waivers of immaterial claims or rights.


1. The Financing Documents constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. The issuance, sale and delivery of the Notes under the circumstances contemplated by the Note Purchase Agreement does not, under existing law, require the registration of the Notes under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

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Your attention is called to the fact that the indebtedness evidenced by the Notes issubordinate and junior in right of payment to the prior payment of Senior Creditors (as defined in

0 ~~the Note Purchase Agreement) in their capacity as Senior Creditors whether now outstanding orhereafter incurred, all in the manner and to the extent set forth in said Note Purchase Agreement.

Respectfully submitted,

N.R.Mann:A .L.Olshansky

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Your attention is called to the fact that the indebtedness evidenced by the Notes is subordinate and junior in right of payment to the prior payment of Senior Creditors (as defined in the Note Purchase Agreement) in their capacity as Senior Creditors whether now outstanding or hereafter incurred, all in the manner and to the extent set forth in said Note Purchase Agreement.


N .R.Mann:A .L.Olshansky

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* ~~~~FORM OF OPINION OF UNITED STATES COUNSEL TO THE COMPANYALLEN & OVERY LLPOne New Change

To the Purchasers named in Schedule A of the Note Purchase London EC4M 9QQAgreement (as defined therein) United Kingdom

Tel ±44 (0)20 7330 3000Fax ±44 (0)20 7330 9999www .allenovery .com

* ~~Our ref 40292-0002 1 ICM:2004971 .5

September 28, 2005

* ~~Ladies and Gentlemen:

Anglo Irish Bank Corporation plcUS$165,000,000 Subordinated Notes, Series A, due September 29, 2015US$35,000,000 Subordinated Notes, Series B, due September 29, 2017

We have acted as special legal advisers as to matters of United States federal law and thelaws of the State of New York to Anglo Irish Bank Corporation plc (the "Company ") inconnection with the issuance and sale of US$165,000,000 Subordinated Notes, Series A, dueSeptember 29, 2015 (the "Series A Notes") and US$35,000,000 Subordinated Notes, Series B,

* ~~due September 29, 2017 (the "Series B Notes" and together with the Series A Notes, the"Notes"). The Notes are being purchased by each of the Purchasers listed in Schedule Apursuant to the Note Purchase Agreement dated as of September 28, 2005 between the Companyand each of the Purchasers (the "Note Purchase Agreement"). We are furnishing this opinionletter pursuant to Section 4.3 of the Note Purchase Agreement. Capitalized terms used hereinand not otherwise defined shall have the meanings attributed thereto in the Note PurchaseAgreement.

A. DOCUMENTS

In rendering the opinions expressed below, we have examined such documents,certificates and other instruments as we have deemed necessary or appropriate for purposes ofsuch opinions including, without limitation an executed copy of the Note Purchase Agreementand the executed Notes purchased by you today. The Note Purchase Agreement and the Notesare herein collectively referred to as the "Agreements".

EXHIBIT D-2(to Note Purchase Agreement)


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FORM OF OPINION OF UNITED STATES COUNSEL TO THE COMPANY

To the Purchasers named in Schedule A of the Note Purchase Agreement (as defined therein)

Our ref 40292-00021 I CM: 2004971.5

September 28, 2005

ALLEN & OVERY LLP One New Change London EC4M 9QQ United Kingdom

Tel +44 (0)20 7330 3000 Fax +44 (0)20 73309999 www.allenovery.com

• Ladies and Gentlemen:

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Anglo Irish Bank Corporation pic US$165,000,000 Subordinated Notes, Series A, due September 29, 2015 US$35,000,000 Subordinated Notes, Series B, due September 29, 2017

We have acted as special legal advisers as to matters of United States federal law and the laws of the State of New York to Anglo Irish Bank Corporation pic (the "Company") in connection with the issuance and sale of US$165,000,000 Subordinated Notes, Series A, due September 29,2015 (the "Series A Notes") and US$35,000,000 Subordinated Notes, Series B, due September 29, 2017 (the "Series B Notes" and together with the Series A Notes, the "Notes "). The Notes are being purchased by each of the Purchasers listed in Schedule A pursuant to the Note Purchase Agreement dated as of September 28, 2005 between the Company and each of the Purchasers (the "Note Purchase Agreement"). We are furnishing this opinion letter pursuant to Section 4.3 of the Note Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings attributed thereto in the Note Purchase Agreement.

A. DOCUMENTS

In rendering the opinions expressed below, we have examined such documents, certificates and other instruments as we have deemed necessary or appropriate for purposes of such opinions including, without limitation an executed copy of the Note Purchase Agreement and the executed Notes purchased by you today. The Note Purchase Agreement and the Notes are herein collectively referred to as the "Agreements".

EXHIBIT D-2 . (to Note Purchase Agreement)

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September 28, 2005




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Our ref 40292-00021 I CM: 2004971.5

September 28, 2005




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A. DOCUMENTS




B. ASSUMPTIONS

In giving this opinion:

(1) We have assumed the legal capacity of all signatories, the genuineness ofall signatures, the conformity to original documents and the completeness of alldocumnents submitted to us as copies or received by us by facsimile transmission or

0 ~~~~email, and the authenticity and completeness of the originals of those documents and ofall documents submitted to us as originals.

(2) We have assumed (i) that each party to the Agreements is duly organizedand validly existing, (ii) that each party to the Agreements has the power and the

* ~~~~authority to execute, deliver and perform under the AgCreements to which it is a party, hastaken all action necessary to authorize the execution, delivery and performance of theAgreements and has duly executed and delivered the Agreements and (iii) that the NotePurchase Agreement constitutes the legal, valid and binding obligations of the parties to it(other than the Company), enforceable against those parties in accordance with their

* ~~~~terms.

(3) We have assumed that:

(a) each of the parties has duly executed and delivered the Agreements* ~~~~~~~to which it is a party;

(b) under Irish law, each of the Agreements, as applicable, constitutesthe valid and binding obligation of the Company in accordance with its terms; and

* ~~~~~~~~(c) the execution, delivery and performance of the Agreements by therespective parties do not contravene or conflict with any law, rule or regulationbinding upon such party (other than the Applicable Laws, as defined below), theconstitutive documents of any party, any agreement or instrument to which anysuch party is a party or by which its properties or assets are bound, or any judicialor administrative judgment, injunction, order or decree binding upon any suchparty or its properties.

(4) We have assumed that no law other than the Applicable Laws would affectany of the conclusions stated in this opinion letter.

0 ~~~~~~(5) We have assumed that the purchase and sale of the Notes have been madein compliance with, and in the manner contemplated by, the Note Purchase Agreement.

(6) We have assumed that the Company was not insolvent at the time theyentered into any of the Agreements and will not become insolvent as a result of entering

* ~~~~into any of the Agreements, that the Company has not passed a voluntary winding-upresolution, no petition has been presented to or order made by the court for the winding-up of the Company or any of its assets and the Company has not been dissolved.

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B. ASSUMPTIONS


(1) We have assumed the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile transmission or e-mail, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals.

(2) We have assumed (i) that each party to the Agreements is duly organized and validly existing, (ii) that each party to the Agreements has the power and the authority to execute, deliver and perform under the Agreements to which it is a party, has taken all action necessary to authorize the execution, delivery and performance of the Agreements and has duly executed and delivered the Agreements and (iii) that the Note Purchase Agreement constitutes the legal, valid and binding obligations of the parties to it (other than the Company), enforceable against those parties in accordance with their terms.


(a) each of the parties has duly executed and delivered the Agreements to which it is a party;

(b) under Irish law, each of the Agreements, as applicable, constitutes the valid and binding obligation of the Company in accordance with its terms; and

(c) the execution, delivery and performance of the Agreements by the respective parties do not contravene or conflict with any law, rule or regulation binding upon such party (other than the Applicable Laws, as defined below), the constitutive documents of any party, any agreement or instrument to which any such party is a party or by which its properties or assets are bound, or any judicial or administrative judgment, injunction, order or decree binding upon any such party or its properties.

(4) We have assumed that no law other than the Applicable Laws would affect any of the conclusions stated in this opinion letter.

(5) We have assumed that the purchase and sale of the Notes have been made in compliance with, and in the manner contemplated by, the Note Purchase Agreement.

(6) We have assumed that the Company was not insolvent at the time they entered into any of the Agreements and will not become insolvent as a result of entering into any of the Agreements, that the Company has not passed a voluntary winding-up resolution, no petition has been presented to or order made by the court for the windingup of the Company or any of its assets and the Company has not been dissolved.

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C. LIMITATIONS

Our opinion expressed below is subject to the following limitations:

(1) We are members of the bar of the State of New York and we have notinvestigated and do not express any opinion as to the laws of any jurisdiction other thanthe Applicable Laws. For purposes of this opinion, "Applicable Laws" means those

0 ~~~~laws, rules and regulations of the State of New York and the federal securities laws of theUnited States of America, in each case in effect on the date of this opinion and to theextent they are normally applicable to transactions of the type provided for in theAgreements and excluding any law, rule or regulation relating to the securities or "bluesky" laws of any State of the United States, including the "blue sky" laws of the State of

* ~~~New York.

(2) We understand you are also receiving opinions from Eugene F. Collins asspecial Irish legal advisers to the Company on certain matters of Irish law.

* ~~~D. OPINIONS

Based on the foregoing, and subject to the limitations and qualifications set out in thisopinion, we are of the opinion that:

* ~~~~~~(1) The Note Purchase Agreement constitutes a legal, valid and bindingobligation of the Company, enforceable against the Company in accordance with itsterms.

(2) The Notes constitute legal, valid and binding obligations of the Company,* ~~~~enforceable against the Company in accordance with their terms.

(3) No consent, approval or authorization of, or registration or filing with, anyU.S. federal or New York governmental body or agency is required to be obtained ormade by the Company for the execution and delivery by the Company of the Agreementsor the performance by the Company of its obligations under the Agreements except suchas may be required under the securities or blue sky laws of the State of New York, as towhich we express no opinion. We also express no opinion as to when and under whatcircumstances any of the Notes may be subsequently re-offered or resold.

(4) No registration of the Notes under the United States Securities Act of1933, as amended, or qualification of an indenture in respect of the Notes under theUnited States Trust Indenture Act of 1939, as amended, is required for the sales of theNotes by the Company in the manner contemplated in the Note Purchase Agreement. Ingiving this opinion, we have assumed, without independent investigation, and have reliedupon the accuracy of the representations and warranties, and compliance with theundertakings and agreements, of the Company and the Purchasers contained in the NotePurchase Agreement and upon representations made by the placement agent as to thenumber and qualification of offerees of the Notes and the manner of offering and sale of

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C. LIMITATIONS


(1) We are members of the bar of the State of New York and we have not investigated and do not express any opinion as to the laws of any jurisdiction other than the Applicable Laws. For purposes of this opinion, "Applicable Laws" means those laws, rules and regulations of the State of New York and the federal securities laws of the United States of America, in each case in effect on the date of this opinion and to the extent they are normally applicable to transactions of the type provided for in the Agreements and excluding any law, rule or regulation relating to the securities or "blue sky" laws of any State of the United States, including the "blue sky" laws of the State of New York.

(2) We understand you are also receiving opinions from Eugene F. Collins as special Irish legal advisers to the Company on certain matters of Irish law.

D. OPINIONS

Based on the foregoing, and subject to the limitations and qualifications set out in this opinion, we are of the opinion that:

(1) The Note Purchase Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(2) The Notes constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

(3) No consent, approval or authorization of, or registration or filing with, any U.S. federal or New York governmental body or agency is required to be obtained or made by the Company for the execution and delivery by the Company of the Agreements or the performance by the Company of its obligations under the Agreements except such as may be required under the securities or blue sky laws of the State of New York, as to which we express no opinion. We also express no opinion as to when and under what circumstances any of the Notes may be subsequently re-offered or resold.

(4) No registration of the Notes under the United States Securities Act of 1933, as amended, or qualification of an indenture in respect of the Notes under the United States Trust Indenture Act of 1939, as amended, is required for the sales of the Notes by the Company in the manner contemplated in the Note Purchase Agreement. In giving this opinion, we have assumed, without independent investigation, and have relied upon the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of the Company and the Purchasers contained in the Note Purchase Agreement and upon representations made by the placement agent as to the number and qualification of offerees of the Notes and the manner of offering and sale of

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the Notes. We express no opinion as to when and under what circumstances any of theNotes may be subsequently re-offered or resold.

(5) The Company is not an "investment company" within the meaning of theInvestment Company Act of 1940, as amended.

(6) Based on representations from the Company as to the intended use of0 ~~~~proceeds of the Notes and as to certain other matters of fact, none of the transactions

contemplated by the Note Purchase Agreement (including, without limitation, the use ofthe proceeds from the sale of the Notes) will result in a violation of Regulations T, U orX of the Board of Governors of the United States Federal Reserve System, 12 CFR, Part220, Part 221 and Part 224.

E. QUALIFICATIONS

(1) Our opinions are subject to bankruptcy, insolvency, reorganization,fraudulent conveyance and other similar laws affecting the rights and remedies of

* ~~~~creditors generally and to possible judicial action giving effect to governmental actions orforeign laws affecting creditors' rights. Our opinions are also subject to the effect ofgeneral principles of equity, including, without limitation concepts of materiality,reasonableness, good faith and fair dealing, regardless of whether considered in aproceeding in equity or at law.

(2) We express no opinion as to the enforceability of any indemnification orcontribution provisions that violate any law, rule, regulation or public policy.

(3) Our opinions do not address (i) the effect on our opinions of laws not* ~~~~addressed by our opinions or (ii) the enforcement of any provision of the Agreements in

any jurisdiction other than the State of New York.

(4) The enforceability of provisions in the Agreements to the effect that termsmay not be waived or modified except in writing may be limited under certaincircumstances.

(5) We express no opinion as to the effect of the laws of any jurisdiction inwhich any of the parties to the Agreements is located (other than the State of New York)that limit the interest, fees or other charges such party may impose.

W ~~~~~~(6) The selection of New York law as the governing law of the Agreements isexpressly permitted by New York General Obligations Law section 5-1401, but theenforceability of this selection may be subject to limitations under the Constitution of theUnited States of America.

(7) We express no opinion as to any provision in the Notes that relates to(i) the subject matter jurisdiction of the federal courts located in the State of New York to

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the Notes. We express no opinion as to when and under what circumstances any of the Notes may be subsequently re-offered or resold.

(5) The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

(6) Based on representations from the Company as to the intended use of proceeds of the Notes and as to certain other matters of fact, none of the transactions contemplated by the Note Purchase Agreement (including, without limitation, the use of the proceeds from the sale of the Notes) will result in a violation of Regulations T, U or X of the Board of Governors of the United States Federal Reserve System, 12 CFR, Part 220, Part 221 and Part 224.

E. QUALIFICATIONS

(1) Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors' rights. Our opinions are also subject to the effect of general principles of equity, including, without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.

(2) We express no opinion as to the enforceability of any indemnification or contribution provisions that violate any law, rule, regulation or public policy.

(3) Our opinions do not address (i) the effect on our opinions of laws not addressed by our opinions or (ii) the enforcement of any provision of the Agreements in any jurisdiction other than the State of New York.

(4) The enforceability of provisions in the Agreements to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.

(5) We express no opinion as to the effect of the laws of any jurisdiction in which any of the parties to the Agreements is located (other than the State of New York) that limit the interest, fees or other charges such party may impose.

(6) The selection of New York law as the governing law of the Agreements is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America.

(7) We express no opinion as to any provision in the Notes that relates to (i) the subject matter jurisdiction of the federal courts located in the State of New York to

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adjudicate any controversy related to the Notes, or (ii) the waiver of inconvenient forumwith respect to proceedings in the federal courts located in the State of New York.

This opinion is given for your sole benefit in connection with the purchase of the Notesunder the Note Purchase Agreement and may not be disclosed to any other Person, nor reliedupon by any other Person or for any purpose other than in connection with such purchase, nor Isit to be quoted or made public in any way without our prior written consent; provided, that,(i) this opinion may be reviewed by, but not relied upon by, applicable legal and regulatoryauthorities (including the National Association of Insurance Commissioners), ratings bodies,proposed transferees of the Notes, and your special counsel in connection with your purchase ofthe Notes and (ii) this opinion may be relied upon by transferees of the Notes, but only as of thedate of original delivery hereof.

Sincerely yours,

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adjudicate any controversy related to the Notes, or (ii) the waiver of inconvenient forum with respect to proceedings in the federal courts located in the State of New York.

This opinion is given for your sole benefit in connection with the purchase of the Notes under the Note Purchase Agreement and may not be disclosed to any other Person, nor relied upon by any other Person or for any purpose other than in connection with such purchase, nor is it to be quoted or made public in any way without our prior written consent; provided, that, (i) this opinion may be reviewed by, but not relied upon by, applicable legal and regulatory authorities (including the National Association of Insurance Commissioners), ratings bodies, proposed transferees of the Notes, and your special counsel in connection with your purchase of the Notes and (ii) this opinion may be relied upon by transferees of the Notes, but only as of the date of original delivery hereof.

Sincerely yours,

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Sincerely yours,

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* ~~~~~FORM OF OPINION OF IRISH COUNSEL TO THE COMPANY

28th September 2005

Dated 28th September 2005

TO: Each of the Purchasers described in Schedule I to the Note Purchase Agreement (definedbelow)

Re: $165,000,000 Subordinated Notes Series "A" due September 29, 2015 and $35,000,000Subordinated Notes Series "B" due September 29, 2017

ANGLO IRISH BANK CORPORATION PLC ("BANK")

* ~~Dear Ladies and Gentlemen

We have been requested to provide to you our opinion as to matters of Irish law inconnection with the aforementioned proposed issue ("Issue") by Anglo Irish Bank Corporationplc ("Bank"). This opinion is given on the basis, under the assumptions and subject to thereservations and qualifications set out below.

SECTION 1. BASIS OF OPINION.

Section 1.]. This opinion is addressed to the above named parties and to them only onthe basis that its contents may be relied upon by them only and will not be used, quoted,

0 ~~circulated or otherwise disclosed by or to any other person (save for the legal advisers to thePurchasers and permitted transferees of the Notes) without our prior written consent which saidconsent is given in respect of disclosure to other professional advisors to the Purchasers and toany person pursuant to a requirement of any applicable laws or regulation (including the NationalAssociation of Insurance Commissioners), or to any transferee of any Note as defined in

S ~~paragraph 1.4(b) hereof. The aforementioned consent in respect of disclosure if given, willmean that the party, disclosure to whom may be authorised, may review but not rely on thisopinion in the same way and to the same extent as the parties to whom it is addressed, or at all.

Section 1.2. This opinion is confined to and given on the basis of the laws of the0 ~~Republic of Ireland as currently applied by the Irish courts and relevant authorities. We have

made no investigation of and express no opinion as to the laws of any other jurisdiction and wehave assumed, without enquiry, that there is nothing in the laws of any such other jurisdiction

EXHIBIT D-3(to Note Purchase Agreement)


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FORM OF OPINION OF IRISH COUNSEL TO THE COMPANY

28th September 2005


TO: Each of the Purchasers described in Schedule I to the Note Purchase Agreement (defined below)

Re: $165,000,000 Subordinated Notes Series "A" due September 29, 2015 and $35,000,000 Subordinated Notes Series "B" due September 29, 2017


Dear Ladies and Gentlemen

We have been requested to provide to you our opinion as to matters of Irish law in connection with the aforementioned proposed issue ("Issue") by Anglo Irish Bank Corporation pIc ("Bank "). This opinion is given on the basis, under the assumptions and subject to the reservations and qualifications set out below.


Section 1.1. This opinion is addressed to the above named parties and to them only on the basis that its contents may be relied upon by them only and will not be used, quoted, circulated or otherwise disclosed by or to any other person (save for the legal advisers to the Purchasers and permitted transferees of the Notes) without our prior written consent which said consent is given in respect of disclosure to other professional advisors to the Purchasers and to any person pursuant to a requirement of any applicable laws or regulation (including the National Association of Insurance Commissioners), or to any transferee of any Note as defined in paragraph 1.4(b) hereof. The aforementioned consent in respect of disclosure if given, will mean that the party, disclosure to whom may be authorised, may review but not rely on this opinion in the same way and to the same extent as the parties to whom it is addressed, or at all.

Section 1.2. This opinion is confined to and given on the basis of the laws of the Republic of Ireland as currently applied by the Irish courts and relevant authorities. We have made no investigation of and express no opinion as to the laws of any other jurisdiction and we have assumed, without enquiry, that there is nothing in the laws of any such other jurisdiction

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which would or might affect our opinion as stated herein. In particular, with reference to taxes, itis expressly stated that we give no opinion as to any duty or tax payable in the Republic ofIreland in connection with the execution or performance of the Relevant Documents (as definedbelow) other than in respect of stamp duties and registration fees as set out in paragraph 4.9 ofthis opinion.

Section 1.3. This opinion is limited strictly to the matters stated herein and is not to be0 ~~read as extending, by implication or otherwise, to any other matter. In expressing the opinion set

forth below as to various questions of fact material to such opinion we have relied uponrepresentations and statements contained in the certificates, instruments, agreements anddocuments referred to herein and have made no independent investigations thereof. In particular,we give no opinion as to matters of fact or as to documents or events not disclosed to us in the

S ~~course of our examination or as to any changes in any circumstances or any facts disclosed to usafter the date hereof and we shall not be obliged to update this opinion to take account of same.

Section 1.4. For the purposes of giving our opinion we have examined facsimile copiesof the following documents ("Relevant Documents"):

(a) Note Purchase Agreement between the Company and the Purchasers asdefined therein and relating to $165,000,000 Subordinated Notes, Series A, Due 2015 and$35,000,000 Subordinated Notes Series B, Due 2017 (the "Note Purchase Agreement")being marked Execution Copy, received by this firm;

(b) The Notes issued pursuant to (a) above (the "Notes").

In addition to examining the Relevant Documents we have examined:

* ~~~~~~(i) a copy of the Memorandum and Articles of Association of the Bank;

(ii) copies certified by the Secretary of the Bank as being true copies ofextracts of Minutes of a meeting of the Board of Directors of the Bank held on 22ndJanuary 2004 and of a Committee of the Board held on 23rd September 2005, togetherwith confirmation from the Secretary of the Bank that these Resolutions remain in fullforce and effect and have not been revoked in any way;

(iii) the searches carried out by law searchers on our behalf on 27th September2005 (the "Searches"); and

(iv) such other documents and instruments as we have considered necessaryfor the purposes of this opinion.

Section 1.5. In this opinion all references to sections of legislation are to Irishlegislation, save where otherwise particularly stated. All terms and expressions used and definedin the Relevant Documents have the same respective meanings where used in this letter.

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which would or might affect our opinion as stated herein. In particular, with reference to taxes, it is expressly stated that we give no opinion as to any duty or tax payable in the Republic of Ireland in connection with the execution or performance of the Relevant Documents (as defined below) other than in respect of stamp duties and registration fees as set out in paragraph 4.9 of this opinion.

Section 1.3. This opinion is limited strictly to the matters stated herein and is not to be read as extending, by implication or otherwise, to any other matter. In expressing the opinion set forth below as to various questions of fact material to such opinion we have relied upon representations and statements contained in the certificates, instruments, agreements and documents referred to herein and have made no independent investigations thereof. In particular, we give no opinion as to matters of fact or as to documents or events not disclosed to us in the course of our examination or as to any changes in any circumstances or any facts disclosed to us after the date hereof and we shall not be obliged to update this opinion to take account of same.

Section 1.4. For the purposes of giving our opinion we have examined facsimile copies of the following documents ("Relevant Documents"):

(a) Note Purchase Agreement between the Company and the Purchasers as defined therein and relating to $165,000,000 Subordinated Notes, Series A, Due 2015 and $35,000,000 Subordinated Notes Series B, Due 2017 (the "Note Purchase Agreement") being marked Execution Copy, received by this firm;



(i) a copy of the Memorandum and Articles of Association of the Bank;

(ii) copies certified by the Secretary of the Bank as being true copies of extracts of Minutes of a meeting of the Board of Directors of the Bank held on 22nd January 2004 and of a Committee of the Board held on 23rd September 2005, together with confirmation from the Secretary of the Bank that these Resolutions remain in full force and effect and have not been revoked in any way;

(iii) the searches carried out by law searchers on our behalf on 27th September 2005 (the "Searches"); and

(iv) such other documents and instruments as we have considered necessary for the purposes of this opinion.

Section 1.5. In this opinion all references to sections of legislation are to Irish legislation, save where otherwise particularly stated. All terms and expressions used and defined in the Relevant Documents have the same respective meanings where used in this letter.

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Section 1.6. This opinion does not extend to a sale, delivery or other transfer of Notes by* ~~a Purchaser (as defined in the Note Purchase Agreement) to a person or entity not resident in the

United States of America.

SEcrioN 2. AssUMPTIONS.

For the purpose of expressing our opinion, we have made the following assumptions0 ~~(without any responsibility on our part if any assumption proves to have been untrue, as we have

not independently verified any assumption):-

Section 2.]. (a) the authenticity of all documents submitted to us as originals;

(b) the completeness and conformity to the originals of all copies and/or drafts of alldocuments furnished to us;

(c) the genuineness of all signatures and seals upon original documents save for the* ~~signatures on behalf of the Bank on the Notes, the Note Purchase Agreement and the other

documents executed in connection with the closing;

(d) that the copies produced to us of Minutes of meetings and/or of resolutions are truecopies and correctly record the proceedings at such meetings and/or the subject matter which

* ~~they purport to record; and that any meetings referred to in such copies were duly convened andheld, that those present at any such meetings acted bona fide throughout; that all resolutions setout in such copies were duly passed and that no further resolutions have been passed, orcorporate or other action taken, which would or might alter the effectiveness thereof whichassumptions are based on the certificate furnished by the Secretary of the Bank confirming the

* ~~effectiveness and force of all relevant resolutions;

(e) that the copy of the Memorandum and Articles of Association of the Banksubmitted to us is correct and up-to-date in all respects (in this regard, we have relied upon acopy of such, certified as correct and in effect on the date of closing by the Secretary of the

* ~~Bank);

(fj that the Relevant Documents are the only documents of any material relevancerelating to the transactions thereby entered into and that there are no other agreements orarrangements in existence between the Parties to the Relevant Documents which in any wayamend or vary the terms of the Relevant Documents;

(g) that each party (other than the Bank) to the Relevant Documents:

(a) has been duly incorporated and is validly existing and has the* ~~~~necessary power, authority and capacity to enter into the Relevant Documents and to

perform its respective obligations thereunder under the laws of the jurisdiction underwhich it is constituted; and

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Section 1.6. This opinion does not extend to a sale, delivery or other transfer of Notes by a Purchaser (as defined in the Note Purchase Agreement) to a person or entity not resident in the United States of America.

SECTION 2. ASSUMPTIONS.

For the purpose of expressing our opinion, we have made the following assumptions (without any responsibility on our part if any assumption proves to have been untrue, as we have not independently verified any assumption):-

Section 2.1. (a) the authenticity of all documents submitted to us as originals;

(b) the completeness and conformity to the originals of all copies and/or drafts of all documents furnished to us;

(c) the genuineness of all signatures and seals upon original documents save for the signatures on behalf of the Bank on the Notes, the Note Purchase Agreement and the other documents executed in connection with the closing;

(d) that the copies produced to us of Minutes of meetings and/or of resolutions are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record; and that any meetings referred to in such copies were duly convened and held, that those present at any such meetings acted bona fide throughout; that all resolutions set out in such copies were duly passed and that no further resolutions have been passed, or corporate or other action taken, which would or might alter the effectiveness thereof which assumptions are based on the certificate furnished by the Secretary of the Bank confirming the effectiveness and force of all relevant resolutions;

(e) that the copy of the Memorandum and Articles of Association of the Bank submitted to us is correct and up-to-date in all respects (in this regard, we have relied upon a copy of such, certified as correct and in effect on the date of closing by the Secretary of the Bank);

(f) that the Relevant Documents are the only documents of any material relevance relating to the transactions thereby entered into and that there are no other agreements or arrangements in existence between the Parties to the Relevant Documents which in any way amend or vary the terms of the Relevant Documents;


(a) has been duly incorporated and is validly existing and has the necessary power, authority and capacity to enter into the Relevant Documents and to perform its respective obligations thereunder under the laws of the jurisdiction under which it is constituted; and

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(b) has complied with all laws and regulations applicable to thetransaction contemplated by the applicable Relevant Documents and has obtained allgovernmental and other consents, licences and approvals required for the execution andperformance thereof by the laws of the jurisdiction under which it or they is or are to bepeiformed (including such filing, registration, recording or enrolling of the documentswith any such regulatory or other authority in such jurisdiction as may be required toensure the legality, validity, enforceability or admissibility in evidence thereof), and that

0 ~~~~the Relevant Documents to which such parties are a party have been duly executed bypersons authorised to do so on behalf of such parties and duly delivered in accordancewith the laws of the jurisdiction under which such parties are constituted;

(h) that the choice of law contained in the Relevant Documents is a valid choice of law* ~~and will be upheld and will not be set aside or changed in any manner by the courts of any

applicable jurisdiction (other than the courts of the Republic of Ireland);

(i) that all obligations of the parties under the Relevant Documents are valid, legallybinding upon, and enforceable against the respective parties thereto as a matter of all relevant

* ~~laws other than the laws of the Republic of Ireland, and that there is no provision of the laws ofany relevant jurisdiction other than the Republic of Ireland that would have a bearing on theforegoing.

SECTION 3. RESERVATIONS/QUALIFICATIONS.

Section 3.1. This opinion is given subject to the following overriding reservations andqualifications:

The description of obligations, in this opinion, as "enforceable" refers to the legal* ~~~~character of the obligations assumed by the relevant party under the relevant instrument.

It implies no more than that the obligations are of a character which Irish law recognisesand will in certain circumstances enforce. In particular, it does not mean or imply thatthe relevant instrument will be enforced in all circumstances in accordance with its termsor by or against third parties or that any particular remedy will be available.

In particular (without limiting the foregoing):-

(a) enforcement may be limited by laws from time to time relating tobankruptcy, insolvency, liquidation, receivership, examinership, reorganisation,

* ~~~~moratoria, court schemes, preferential creditors, limitation of actions and laws of generalapplication relating to or affecting the rights of creditors;

(b) claims may be or become the subject of set-off or counterclaim;

(c) enforcement may be limited by general principles of equity - for examplespecific performance or other equitable remedies are discretionary and may not beavailable where damages are considered by the court to be an adequate remedy;

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(b) has complied with all laws and regulations applicable to the transaction contemplated by the applicable Relevant Documents and has obtained all governmental and other consents, licences and approvals required for the execution and performance thereof by the laws of the jurisdiction under which it or they is or are to be pelformed (including such filing, registration, recording or enrolling of the documents with any such regulatory or other authority in such jurisdiction as may be required to ensure the legality, validity, enforceability or admissibility in evidence thereof), and that the Relevant Documents to which such parties are a party have been duly executed by persons authorised to do so on behalf of such parties and duly delivered in accordance with the laws of the jurisdiction under which such parties are constituted;

(h) that the choice of law contained in the Relevant Documents is a valid choice of law and will be upheld and will not be set aside or changed in any manner by the courts of any applicable jurisdiction (other than the courts of the Republic of Ireland);

(i) that all obligations of the parties under the Relevant Documents are valid, legally binding upon, and enforceable against the respective parties thereto as a matter of all relevant laws other than the laws of the Republic of Ireland, and that there is no provision of the laws of any relevant jurisdiction other than the Republic of Ireland that would have a bearing on the foregoing.

SECTION 3. RESERV A nONS/QUALIFICATIONS.

Section 3.J. This opinion is given subject to the following overriding reservations and qualificati ons:

The description of obligations, in this opinion, as "enforceable" refers to the legal character of the obligations assumed by the relevant party under the relevant instrument. It implies no more than that the obligations are of a character which Irish law recognises and will in certain circumstances enforce. In particular, it does not mean or imply that the relevant instrument will be enforced in all circumstances in accordance with its terms or by or against third parties or that any particular remedy will be available.


(a) enforcement may be limited by laws from time to time relating to bankruptcy, insolvency, liquidation, receivership, examinership, reorganisation, moratoria, court schemes, preferential creditors, limitation of actions and laws of general application relating to or affecting the rights of creditors;


(c) enforcement may be limited by general principles of equity - for example specific performance or other equitable remedies are discretionary and may not be available where damages are considered by the court to be an adequate remedy;

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(d) provisions imposing additional obligations in the event of breach ordefault, or of payment or repayment being made other than on an agreed date, may beunenforceable to the extent that they are subsequently adjudicated to be penal in nature;

(e) where obligations are to be performed in a jurisdiction outside theRepublic of Ireland, they may not be enforceable in the Republic of Ireland to the extentthat performance would be illegal under the laws of that other jurisdiction;

(f) claims may become barred under relevant statutes of limitation if notpursued within the time period limited by such statutes;

(g) enforcement may also be limited as a result of (i) the provisions of the* ~~~~laws of the Republic of Ireland applicable to contracts held to have become frustrated by

events happening after their execution, and (ii) any breach of the terms of any of thedocuments by the party seeking to enforce the same;

(h) provisions in the Relevant Documents that calculations and certifications* ~~~~or acknowledgements are to be conclusive and binding will not necessarily prevent

judicial enquiry into the merits of any claim by a party claiming to be aggrieved by suchcalculations, certifications or acknowledgements nor do such provisions exclude theposseibility of the same being amended by court order;

* ~~~~~~(i) to the extent that any of the Relevant Documents vests a discretion in anyparty, or provides for any party determining any matter in its opinion, the exercise ofsuch discretion and the manner in which such opinion is formed and the grounds onwhich it is based may be the subject of judicial enquiry and review;

* (j~~~~~) enforcement may be limited if any of the provisions of the RelevantDocuments are held invalid On the grounds of misrepresentation, mistake or duress;

(k) in relation to the costs of any unsuccessful litigation the courts of theRepublic of Ireland may refuse to give effect to any undertaking to pay costs;

(I) any clause of any of the Relevant Documents which provides forseverance of an illegal, invalid or unenforceable provision may not be effective - itdepends on the nature of the illegality, invalidity or unenforceability in question;

(in) the effectiveness of terms exculpating a party from a liability or dutyotherwise owed are limited by law; and

(n) notwithstanding any provision in any of the Relevant Documents to thecontrary, the Relevant Documents may be capable of amendment by oral agreement ofthe parties.

Section 3.2. The basic principles governing the Irish courts' practice in givingjudgements in currencies other than the legal currency of the Republic of Ireland are, in respect

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(d) provIsIOns imposing additional obligations in the event of breach or default, or of payment or repayment being made other than on an agreed date, may be unenforceable to the extent that they are subsequently adjudicated to be penal in nature;

(e) where obligations are to be performed in a jurisdiction outside the Republic of Ireland, they may not be enforceable in the Republic of Ireland to the extent that performance would be illegal under the laws of that other jurisdiction;

(f) claims may become barred under relevant statutes of limitation if not pursued within the time period limited by such statutes;

(g) enforcement may also be limited as a result of (i) the provisions of the laws of the Republic of Ireland applicable to contracts held to have become frustrated by events happening after their execution, and (ii) any breach of the terms of any of the documents by the party seeking to enforce the same;

(h) provisions in the Relevant Documents that calculations and certifications or acknowledgements are to be conclusive and binding will not necessarily prevent judicial enquiry into the merits of any claim by a party claiming to be aggrieved by such calculations, certifications or acknowledgements nor do such provisions exclude the possibility of the same being amended by court order;

(i) to the extent that any of the Relevant Documents vests a discretion in any party, or provides for any party determining any matter in its opinion, the exercise of such discretion and the manner in which such opinion is formed and the grounds on which it is based may be the subject of judicial enquiry and review;

(j) enforcement may be limited if any of the provisions of the Relevant Documents are held invalid on the grounds of misrepresentation, mistake or duress;

(k) in relation to the costs of any unsuccessful litigation the courts of the Republic of Ireland may refuse to give effect to any undertaking to pay costs;

(I) any clause of any of the Relevant Documents which provides for severance of an illegal, invalid or unenforceable provision may not be effective - it depends on the nature of the illegality, invalidity or unenforceability in question;

(m) the effectiveness of terms exculpating a party from a liability or duty otherwise owed are limited by law; and

(n) notwithstanding any provision in any of the Relevant Documents to the contrary, the Relevant Documents may be capable of amendment by oral agreement of the parties.

Section 3.2. The basic principles governing the Irish courts' practice in glvlllg judgements in currencies other than the legal currency of the Republic of Ireland are, in respect

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of claims for contractual sums, to consider the contractual provisions and, in respect of claims indamages whether in contract or in tort, to consider which currency best expresses that plaintiff'sloss and, in all cases, to consider what is just between the parties. It is therefore possible that theIrish courts would refuse to entertain a claim under the Relevant Documents unless expressed inthe legal currency of the Republic of Ireland. Any amount so recovered in the legal currency ofthe Republic of Ireland will be freely convertible into the other currency and transferable out ofthe Republic of Ireland by the party recovering in respect of the claim. Since 1st January 1999

* ~~~the legal currency of the Republic of Ireland is the Euro.

Section 3.3. S.1 17 of the Stamp Act 1891 provides that an undertaking for assuming theliability on account of the absence or insufficiency of stamp duty or indemnifying against suchliability absence or insufficiency shall be void. Accordingly any such provision in the Relevant

* ~~Documents would not be upheld by the Irish Courts.

SECTION 4. OPINION

On the basis described in Section 1 hereof, subject to the assumptions described in* ~~Section 2 hereof and the reservations! qualifications described in Section 3 hereof we are of the

opinion that at the date of this Opinion:

Section 4.1. The Bank is a company duly incorporated and existing under the laws of theRepublic of Ireland as a public company with limited liability and has power to carry on its

* ~~~business and to own its property and other assets.

The Bank has full corporate power, authority and legal right to enter into and perform itsobligations under the Relevant Documents and has taken all necessary corporate action requiredto authorise execution, delivery and performance of the Relevant Documents. We give no

* ~~opinion on the representation and warranties of the Bank contained in the Relevant Documents.

Section 4.2. The Relevant Documents have been duly executed on behalf of the Bankand further, the Relevant Documents constitute legal, valid and binding obligations of the Bankassuming that they constitute legal valid and binding obligations in accordance with the laws bywhich each Relevant Documents are expressed to be governed.

Section 4.3. The Notes comply with the requirements for "subordinated loan capital" ascontemplated by the Relevant Directive (as defined in the Note Purchase Agreement) inparagraph 14 under the heading Tier 2 ("Additional Own Funds").

Section 4.4. Based only on the searches carried out by Law Searchers on our behalf on[27th] September 2005 in the Irish Companies Registration Office and the Central Office of theHigh Court of Ireland (being the Searches referred to in paragraph 1 .4 above) no order orresolution has been passed for the winding up of the Bank or any notice of appointment filed forthe appointment of a receiver or a liquidator to the Bank.

Section 4.5. (i) Save as referred to in paragraph (ii) below, no registration, filing orrecording or other official action in the Republic of Ireland is necessary to render the Relevant

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of claims for contractual sums, to consider the contractual provisions and, in respect of claims in damages whether in contract or in tort, to consider which currency best expresses that plaintiffs loss and, in all cases, to consider what is just between the parties. It is therefore possible that the Irish courts would refuse to entertain a claim under the Relevant Documents unless expressed in the legal currency of the Republic of Ireland. Any amount so recovered in the legal currency of the Republic of Ireland will be freely convertible into the other currency and transferable out of the Republic of Ireland by the party recovering in respect of the claim. Since 1st January 1999 the legal currency of the Republic of Ireland is the Euro.

Section 3.3. S.l17 of the Stamp Act 1891 provides that an undertaking for assuming the liability on account of the absence or insufficiency of stamp duty or indemnifying against such liability absence or insufficiency shall be void. Accordingly any such provision in the Relevant Documents would not be upheld by the Irish Courts.

SECTION 4. OPINION

On the basis described in Section 1 hereof, subject to the assumptions described in Section 2 hereof and the reservations/ qualifications described in Section 3 hereof we are of the opinion that at the date of this Opinion:

Section 4.1. The Bank is a company duly incorporated and existing under the laws of the Republic of Ireland as a public company with limited liability and has power to carryon its business and to own its property and other assets.

The Bank has full corporate power, authority and legal right to enter into and perform its obligations under the Relevant Documents and has taken all necessary corporate action required to authorise execution, delivery and performance of the Relevant Documents. We give no opinion on the representation and warranties of the Bank contained in the Relevant Documents.

Section 4.2. The Relevant Documents have been duly executed on behalf of the Bank and further, the Relevant Documents constitute legal, valid and binding obligations of the Bank assuming that they constitute legal valid and binding obligations in accordance with the laws by which each Relevant Documents are expressed to be governed.

Section 4.3. The Notes comply with the requirements for "subordinated loan capital" as contemplated by the Relevant Directive (as defined in the Note Purchase Agreement) in paragraph 14 under the heading Tier 2 ("Additional Own Funds ").

Section 4.4. Based only on the searches carried out by Law Searchers on our behalf on [27th] September 2005 in the Irish Companies Registration Office and the Central Office of the High Court of Ireland (being the Searches referred to in paragraph 1.4 above) no order or resolution has been passed for the winding up of the Bank or any notice of appointment filed for the appointment of a receiver or a liquidator to the Bank.

Section 4.5. (i) Save as referred to in paragraph (ii) below, no registration, filing or recording or other official action in the Republic of Ireland is necessary to render the Relevant

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Documents or any of them enforceable in the Republic of Ireland. In addition it is not necessaryin connection with the offering sale and delivery of the Notes under the circumstancescontemplated by the Note Purchase Agreement to register the Notes under any applicable laws ofIreland.

(ii) For the purposes of the Bank including the proceeds of the Notes as Tier 2 Capitalof the Company for applicable regulatory purposes, it is necessary to obtain the confirmation ofthe Irish Financial Services Regulatory Authority ("IFSRA") that the Notes can be included incalculating the own funds of the Company in accordance with Paragraph 2.2.14, Tier 2 of theRelevant Directive.

The failure to obtain such consent does not affect the other opinions given in the other* ~~paragraphs of this paragraph 4.

Section 4.6. Subject to paragraph 3.3 above neither the creation of, nor the performanceof any of the obligations of the Bank under the Relevant Documents will contravene:-

* ~~~~~~~(i) any existing applicable law or restriction or regulation of the laws of theRepublic of Ireland affecting the Bank;

(ii1) any order or decree of any Irish governmental authority, agent or courtsaffecting the Bank and of which we are aware;

(iii) the Memorandum and Articles of Association of the Bank.

Section 4.7. It is not necessary under the laws of the Republic of Ireland in order toenable any person to enforce its rights under the Relevant Documents that such person be

* ~~~licensed, qualified or otherwise entitled to carry on business in the Republic of Ireland.

Section 4.8. Save for the equitable doctrine of unconscionable bargains where the Irishcourts of equity have intervened by setting aside a transaction or amending a transaction toproduce what the court considers a fairer transaction, there is no applicable usury or interestlimitation law in Ireland which may restrict the recovery of payments in accordance with any ofthe Relevant Documents. An "unconscionable bargain" is one where the contract is harsh in itsterms and where one party is clearly in a stronger position or where a bargain is so improvidentthat no reasonable person would enter into it. We know of no reason why the doctrine of"unconscionable bargains" would apply to the Relevant Documents or the transactions

contemplated thereby.

Section 4.9. There are no registration stamp or similar taxes or duties of any kindpayable in the Republic of Ireland in connection with the execution or performance orenforcement by legal proceedings of the Relevant Documents save for any applicable court feesrelating to legal proceedings for enforcement.

Section 4.10. Assuming you do not otherwise have a presence in the Republic of Irelandyou will not be deemed to be domiciled or resident in the Republic of Ireland solely by reason of

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Documents or any of them enforceable in the Republic of Ireland. In addition it is not necessary in connection with the offering sale and delivery of the Notes under the circumstances contemplated by the Note Purchase Agreement to register the Notes under any applicable laws of Ireland.

(ii) For the purposes of the Bank including the proceeds of the Notes as Tier 2 Capital of the Company for applicable regulatory purposes, it is necessary to obtain the confirmation of the Irish Financial Services Regulatory Authority ("IFSRA ") that the Notes can be included in calculating the own funds of the Company in accordance with Paragraph 2.2.14, Tier 2 of the Relevant Directive.

The failure to obtain such consent does not affect the other opinions given III the other paragraphs of this paragraph 4.

Section 4.6. Subject to paragraph 3.3 above neither the creation of, nor the performance of any of the obligations of the Bank under the Relevant Documents will contravene:-

(i) any existing applicable law or restriction or regulation of the laws of the Republic of Ireland affecting the Bank;

(ii) any order or decree of any Irish governmental authority, agent or courts affecting the Bank and of which we are aware;


Section 4.7. It is not necessary under the laws of the Republic of Ireland in order to enable any person to enforce its rights under the Relevant Documents that such person be licensed, qualified or otherwise entitled to carryon business in the Republic of Ireland.

Section 4.8. Save for the equitable doctrine of unconscionable bargains where the Irish courts of equity have intervened by setting aside a transaction or amending a transaction to produce what the court considers a fairer transaction, there is no applicable usury or interest limitation law in Ireland which may restrict the recovery of payments in accordance with any of the Relevant Documents. An "unconscionable bargain" is one where the contract is harsh in its terms and where one party is clearly in a stronger position or where a bargain is so improvident that no reasonable person would enter into it. We know of no reason why the doctrine of "unconscionable bargains" would apply to the Relevant Documents or the transactions contemplated thereby.

Section 4.9. There are no registration stamp or similar taxes or duties of any kind payable in the Republic of Ireland in connection with the execution or performance or enforcement by legal proceedings of the Relevant Documents save for any applicable court fees relating to legal proceedings for enforcement.

Section 4.10. Assuming you do not otherwise have a presence in the Republic of Ireland you will not be deemed to be domiciled or resident in the Republic of Ireland solely by reason of

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the making and performance or enforcement of the Note Purchase Agreement of the holding ofNotes.

Section 4.]]1. There is no restriction or limit on the conversion of Euro or other currencyowned by the Bank into US Dollars or the export or use of such US Dollars or any other USDollars owned by the Bank at the times and in the amounts necessary to permit the Bank todischarge its obligations under the Relevant Documents under applicable laws regulations and

0 ~~~ruling in the Republic of Ireland.

Section 4.12. (a) Subject to sub-clause (b) below any judgment, with the exception of ajudgement in favour of foreign revenue, customs or administration authority, for a definitive sumobtained in any court of the State of New York or any United States Federal Court located in the

* ~~~Southern District of New York in respect of any suit actio orpoeding arising out of orrelating to the Relevant Documents should in circumstances where the Parties have validlysubmitted the choice of New York law and jurisdiction of the New York courts, be accepted bythe Irish courts without a re-trial or examination of the case provided that judgement is;

* ~~~~~~(i) final and conclusive;

(ii) not contrary to public policy or illegal; or

(iii) not one which was obtained in undefended proceedings subject to the* ~~~~court being satisfied that the defendant was given the opportunity to defend the

proceedings.

(b) It is also our opinion that any earlier judgement and in particular any earlier Irishjudgment which is irreconcilable with the judgment given by the court of competent jurisdiction

* ~~in the United States of America may result in the Irish Courts not enforcing the judgment.

Section 4.13. The choice of New York law to govern the Relevant Documents shall beupheld as a valid choice of law in any action before the Irish Courts and ought to be applied bysuch courts in proceedings thereto as the governing law thereof, provided that:

(a) it was duly pleaded that such documents are expressed to be governed andconstrued and in accordance with such laws;

(b) such choice is not shown to be other than bona fide and legal under Irishlaw, the law governing such Relevant Documents or the law governing the country orstate in which the obligations of such Relevant Documents are to be performed and, forthe avoidance of doubt, such laws are not chosen with the intention of evading the lawsof the Republic of Ireland;

(c) such choice does not frustrate any mandatory provisions of either Irish law(where such mandatory provisions are intended to apply to such documents) or the lawwhich has in fact the closest connection with the Relevant Documents; or

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the making and performance or enforcement of the Note Purchase Agreement of the holding of Notes.

Section 4.11. There is no restriction or limit on the conversion of Euro or other currency owned by the Bank into US Dollars or the export or use of such US Dollars or any other US Dollars owned by the Bank at the times and in the amounts necessary to permit the Bank to discharge its obligations under the Relevant Documents under applicable laws regulations and ruling in the Republic of Ireland.

Section 4.12. (a) Subject to sub-clause (b) below any judgment, with the exception of a judgement in favour of foreign revenue, customs or administration authority, for a definitive sum obtained in any court of the State of New York or any United States Federal Court located in the Southern District of New York in respect of any suit action or proceeding arising out of or relating to the Relevant Documents should in circumstances where the Parties have validly submitted the choice of New York law and jurisdiction of the New York courts, be accepted by the Irish courts without a re-trial or examination of the case provided that judgement is;

(i) final and conclusive;


(iii) not one which was obtained in undefended proceedings subject to the court being satisfied that the defendant was given the opportunity to defend the proceedings.

(b) It is also our opinion that any earlier judgement and in particular any earlier Irish judgment which is irreconcilable with the judgment given by the court of competent jurisdiction in the United States of America may result in the Irish Courts not enforcing the judgment.

Section 4.13. The choice of New York law to govern the Relevant Documents shall be upheld as a valid choice of law in any action before the Irish Courts and ought to be applied by such courts in proceedings thereto as the governing law thereof, provided that:

(a) it was duly pleaded that such documents are expressed to be governed and construed and in accordance with such laws;

(b) such choice is not shown to be other than bona fide and legal under Irish law, the law governing such Relevant Documents or the law governing the country or state in which the obligations of such Relevant Documents are to be performed and, for the avoidance of doubt, such laws are not chosen with the intention of evading the laws of the Republic of Ireland;

(c) such choice does not frustrate any mandatory provisions of either Irish law (where such mandatory provisions are intended to apply to such documents) or the law which has in fact the closest connection with the Relevant Documents; or

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(d) such choices is not otherwise contrary to Irish public policy for the time_ ~~~~being nor with any provision of any applicable Irish legislation in a sufficiently

fundamental manner to make an Irish court disregard such choice.

We are not aware of any reason why the matters expressed in clauses (b), (c) or (d) above

would be applicable to the Relevant Documents.

Yours faithfully

EUGENE F. COLLINS

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(d) such choices is not otherwise contrary to Irish public policy for the time being nor with any provision of any applicable Irish legislation in a sufficiently fundamental manner to make an Irish court disregard such choice.

We are not aware of any reason why the matters expressed in clauses (b), (c) or (d) above would be applicable to the Relevant Documents.

Yours faithfully

EUGENE F. COLLINS

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Yours faithfully

EUGENE F. COLLINS

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Yours faithfully

EUGENE F. COLLINS

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Exhibit B


JA-129




PPN G0350# AF2

No.U.S. $_____ _______,20-

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of the* ~~Republic of Ireland (the "Company"), for value received, hereby promises to pay to

____________________ or registered assigns, the principal sum of ________

DOLLARS (or so much thereof as, shall not have been prepaid) on September 29, 2015 and to payinterest (computed on the basis of a 360-day year of twelve 30-day months in the case ofcalculations for any period up to and including September 28, 2010 and computed on the basis of

* ~~the actual number of days elapsed on the basis of a 360 day year in the case of calculations forany period on or after September 29, 2010) on the unpaid principal balance hereof (i) at the rateof 4.7 1% per annum from the date hereof, up to and including September 28, 2010, payablesemiannually on March 29 and September 29 in each year, commencing on March 29, 2006, andwith the last payment on September 29, 2010, and (ii) at the Series A Reset Rate (as defined in

* ~~the Note Purchase Agreement) from and after September 29, 20 10, payable quarterly onMarch 29, June 29, September 29 and December 29 in each year, commencing December 29,2010, until such principal sum shall have become due and payable (whether at maturity, uponnotice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdueprincipal and premium (as provided for in the Note Purchase Agreement) and, to the extent

* ~~permitted by applicable law, on any overdue interest, from the due date thereof at a rate perannum equal to the greater of (x) 5.71% prior to and including September 28, 2010 (and on andafter September 29, 2010, at the Series A Overdue Reset Rate (as defined in the Note PurchaseAgreement)) and (y) the prime commercial lending rate as announced from time to time byCitibank, N.A. at its principal office in New York City, plus 1%, until the obligation of the

* ~~Company with respect to the payment thereof shall be discharged. Subject to Section 16 of theNote Purchase Agreement referred to below, payments of principal, premium, if any, and interestshall be made in lawful money of the United States of America at the principal office ofWachovia Bank in the City and State of New York, United States of America.

This Note is one of the Subordinated Notes, Series A, due September 29, 2015 of theCompany issued pursuant to the Note Purchase Agreement dated as of September 28, 2005entered into by the Company with certain institutional investors, and the holder of this Note isentitled to enforce the provisions and enjoy the benefits thereof as provided in said NotePurchase Agreement. Each holder of this Note is deemed to be a party to the Note PurchaseAgreement and subject to the applicable requirements thereof.

This Note is subject to optional prepayments, in whole or in part and the maturity hereofmay be accelerated following an Event of Default, all as provided in said Note Purchase

EXHIBIT A-i* ~~~~~~~~~~(to Note Purchase Agreement)


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PPN G0350# AF2

No. U.S. $ ___ _ _ ______ , 20_


__________ , or registered assigns, the principal sum of ______ _ DOLLARS (or so much thereof as. shall not have been prepaid) on September 29,2015 and to pay interest (computed on the basis of a 360~ay year of twelve 30-{)ay months in the case of calculations for any period up to and including September 28, 2010 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year in the case of calculations for any period on or after September 29, 2010) on the unpaid principal balance hereof (i) at the rate of 4.71 % per annum from the date hereof, up to and including September 28,2010, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29, 2010, and (ii) at the Series A Reset Rate (as defined in the Note Purchase Agreement) from and after September 29, 20 LO, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2010, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided for in the Note Purchase Agreement) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x) 5.71 % prior to and including September 28,2010 (and on and after September 29, 2010, at the Series A Overdue Reset Rate (as defined in the Note Purchase Agreement)) and (y) the prime commercial lending rate as announced from time to time by Citibank, N .A. at its principal office in New York City, plus 1 %, until the obligation of the Company with respect to the payment thereof shall be discharged. Subject to Section 16 of the Note Purchase Agreement referred to below, payments of principal, premium, if any, and interest shall be made in lawful money of the United States of America at the principal office of Wachovia Bank in the City and State of New York, United States of America.




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PPN G0350# AF2

No. U.S. $. ___ _ _ ______ , 20_






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PPN G0350# AF2

No. U.S. $. ___ _ _ ______ , 20_







Agreement, to which reference is made for the terms and conditions of such provisions as to* ~~prepayment and acceleration, including without limitation the payment of a make-whole or a


Upon surrender of this Note for registration of transfer or exchange, duly endorsed oraccompanied by a written instrument of transfer duly executed by the registered holder hereof orsuch holder's attorney duly authorized in writing, a new Note for a like principal amount will beissued to, and, at the option of the holder, registered in the name of, the transferee. TheCompany and any agent of the Company may deem and treat the Person in whose name thisNote is registered as the owner hereof for the purpose of receiving payments of the principal of,premium (if any) and interest hereon and for all other purposes whatsoever whether or not this

* ~~Note is overdue, and the Company shall not be affected by any notice to the contrary.

The Indebtedness evidenced by this Note is to the extent and in the manner provided insaid Note Purchase Agreement expressly subordinate and subject in right of payment to the priorpayment of Senior Creditors (as defined in said Note Purchase Agreement) in their capacity as

* ~~Senior Creditors, whether outstanding at the date of said Note Purchase Agreement or thereafterincurred.



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JA-131

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By ____________________________ __

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By ____________________________ __

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Exhibit C


JA-132



Subordinated Note, Series B, due September 29, 2017

PPN G0350# AGO

No.U.S. $_____ _______20__

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of theRepublic of Ireland (the "Company"), for value received, hereby promises to pay to

____ ___ ____ ___ ____ ___ ___ or registered assigns, the principal sum of _ _ _ _ _ _ _ _ _

* ~~DOLLARS (or so much thereof as shall not have been prepaid) on September 29, 2017 and to payinterest (computed on the basis of a 360-day year of twelve 30-day months in the case ofcalculations for any period up to and including September 28, 2012 and computed on the basis ofthe actual number of days elapsed on the basis of a 360 day year in the case of calculations forany period on or after September 29, 2012) on the unpaid principal balance hereof (i) at the rate

* ~~of 4.80% per annum from the date hereof, up to and including September 28, 2012, payablesemiannually on March 29 and September 29 in each year, commencing on March 29, 2006, andwith the last payment on September 29, 2012, and (ii) at the Series B Reset Rate (as defined inthe Note Purchase Agreement) from and after September 29, 2012, payable quarterly onMarch 29, June 29, September 29 and December 29 in each year, commencing December 29,

* ~~2012, until such principal sum shall have become due and payable (whether at maturity, uponnotice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdueprincipal and premium (as provided for in the Note Purchase Agreement) and, to the extentpermitted by applicable law, on any overdue interest, from the due date thereof at a rate perannum equal to the greater of (x)5.80% prior to and including September 28, 2012 (and on and

* ~~after September 29, 2012, at the Series B Overdue Reset Rate (as defined in the Note PurchaseAgreement)) and (y) the prime commercial lending rate as announced from time to time byCitibank, N.A. at its principal office in New York City, plus 1%, until the obligation of theCompany with respect to the payment thereof shall be discharged. Subject to Section 16 of theNote Purchase Agreement referred to below, payments of principal, premium, if any, and interestshall be made in lawful money of the United States of America at the principal office ofWachovia Bank in the City and State of New York, United States of America.

This Note is one of the Subordinated Notes, Series B, due September 29, 2017 of theCompany issued pursuant to the Note Purchase Agreement dated as of September 28, 2005entered into by the Company with certain institutional investors, and the holder of this Note is

0 ~~entitled to enforce the provisions and enjoy the benefits thereof as provided in said NotePurchase Agreement. Each holder of this Note is deemed to be a party to the Note PurchaseAgreement and subject to the applicable requirements thereof.

This Note is subject to optional prepayments, in whole or in part and the maturity hereofmay be accelerated following an Event of Default, all as provided in said Note PurchaseAgreement, to which reference is made for the terms and conditions of such provisions as toprepayment and acceleration, including without limitation the payment of a make-whole or a

EXHIBIT A-2* ~~~~~~~~~~(to Note Purchase Agreement)


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PPN G0350# AGO

No. U.S. $ ___ _ _ ______ , 20_

ANGLO IRISH BANK CORPORATION PLC, a company incorporated under the laws of the Republic of Ireland (the "Company"), for value received, hereby promises to pay to ____________ , or registered assigns, the principal sum of _____ . DOLLARS (or so much thereof as shall not have been prepaid) on September 29, 2017 and to pay interest (computed on the basis of a 360-<lay year of twelve 30-<lay months in the case of calculations for any period up to and including September 28, 2012 and computed on the basis of the actual number of days elapsed on the basis of a 360 day year in the case of calculations for any period on or after September 29, 2012) on the unpaid principal balance hereof (i) at the rate of 4.80% per annum from the date hereof, up to and including September 28, 2012, payable semiannually on March 29 and September 29 in each year, commencing on March 29, 2006, and with the last payment on September 29,2012, and (ii) at the Series B Reset Rate (as defined in the Note Purchase Agreement) from and after September 29, 2012, payable quarterly on March 29, June 29, September 29 and December 29 in each year, commencing December 29, 2012, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and to pay on demand interest (so computed) on any overdue principal and premium (as provided for in the Note Purchase Agreement) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof at a rate per annum equal to the greater of (x)5.80% prior to and including September 28,2012 (and on and after September 29, 2012, at the Series B Overdue Reset Rate (as defined in the Note Purchase Agreement» and (y) the prime commercial lending rate as announced from time to time by Citibank, N.A. at its principal office in New York City, plus 1%, until the obligation of the Company with respect to the payment thereof shall be discharged. Subject to Section 16 of the Note Purchase Agreement referred to below, payments of principal, premium, if any, and interest shall be made in lawful money of the United States of America at the principal office of Wachovia Bank in the City and State of New York, United States of America.




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PPN G0350# AGO

No. U.S. $ ___ _ _ ______ , 20_





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PPN G0350# AGO

No. U.S. $ ___ _ _ ______ , 20_







Upon surrender of this Note for registration of transfer or exchange, duly endorsed oraccompanied by a written instrument of transfer duly executed by the registered holder hereof orsuch holder's attorney duly authorized in writing, a new Note for a like principal amount will beissued to, and, at the option of the holder, registered in the name of, the transferee. TheCompany and any agent of the Company may deem and treat the Person in whose name thisNote is registered as the owner hereof for the purpose of receiving payments of the principal of,premium (if any) and interest hereon and for all other purposes whatsoever whether or not thisNote is overdue, and the Company shall not be affected by any notice to the contrary.

* ~~~~The Indebtedness evidenced by this Note is to the extent and in the manner provided insaid Note Purchase Agreement expressly subordinate and subject in right of payment to the prior

payment of Senior Creditors (as defined in said Note Purchase Agreement) in their capacity asSenior Creditors, whether outstanding at the date of said Note Purchase Agreement or thereafterincurred.



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Exhibit D


JA-135


————————

Number 36 of 2010

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CREDIT INSTITUTIONS (STABILISATION) ACT 2010

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ARRANGEMENT OF SECTIONS

PART 1

Preliminary

Section1. Short title and commencement.

2. Interpretation.

3. Prescribed institutions.

4. Purposes of Act.

5. Independence of Bank and Governor not affected.

6. Relationship framework.

PART 2

Direction orders

7. Proposed direction orders.

8. Relevant institution may act in accordance with proposeddirection order.

9. Direction orders.

10. Application to vary direction order.

11. Application to set aside direction order.

PART 3

Special management

12. Interpretation (Part 3).

13. Proposed special management orders.

14. Special management orders.

15. Application to vary special management order.

16. Application to set aside special management order.

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[No. 36.] [2010.]Credit Institutions (Stabilisation) Act2010.

17. Terms of appointment.

18. Remuneration, etc., of special managers.

19. Resignation and vacancy in office, etc.

20. Functions of special managers.

21. Performance of functions of special managers.

22. Effect of appointment of special manager.

23. Powers of special manager to remove officers, employeesand others.

24. Relationship between special managers and directors.

25. Special manager not to be director, etc.

26. Extension of special management.

27. Termination of special management.

PART 4

Subordinated liabilities

28. Proposed subordinated liabilities orders.

29. Subordinated liabilities orders.

30. Application to vary subordinated liabilities order.

31. Application to set aside subordinated liabilities order.

32. Certain rights of subordinated creditors not exercisable.

PART 5

Transfer of assets and liabilities

33. Proposed transfer orders.

34. Transfer orders.

35. Application to vary transfer order.

36. Application to set aside transfer order.

37. Content of transfer order.

38. Financial incentive to transferee.

39. Effect of transfer order — general.

40. Effect of transfer order in relation to securities.

41. Transfer of foreign assets and liabilities.

42. Application of Bankers’ Books Evidence Act 1879.

43. Stamp duty.


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[2010.] [No. 36.]Credit Institutions (Stabilisation) Act2010.

PART 6

General matters in relation to companies, etc.

44. Minister’s powers in relation to removal of directors, etc.

45. Minister’s powers in relation to appointment of directors, etc.

46. No resolution required, etc.

47. Certain provisions may be included in orders.

48. Directors’ duties.

49. Minister not to be director, etc.

50. Minister’s powers to impose requirements on relevantinstitutions.

PART 7

Miscellaneous

51. Minister may impose certain conditions in relation to finan-cial support.

52. Effect of CIWUD Directive.

53. Act, etc., to over-ride inconsistent provisions.

54. Application of laws in relation to transfers, etc., of creditinstitutions.

55. Orders in relation to particular relevant institutions.

56. Expression of intention in relation to exercise of powers inrelation to particular relevant institutions.

57. Minister’s and Court’s powers under this Act not exclusiveof other powers.

58. Minister’s power to take certain proceedings in other juris-dictions.

59. Proposed orders to be kept in confidence.

60. Confidentiality of proceedings.

61. Effect of orders on certain other obligations.

62. Limitation of operation of section 61.

63. Limitation of judicial review.

64. Limitation of certain rights of appeal to the Supreme Court.

65. Application of laws in relation to netting agreements, etc.

66. Saving of legal proceedings, etc.

67. Prohibition of certain secured borrowings.

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68. Regulations.

69. Cessation of effect of Act.

70. Disapplication of section 7 of Official Languages Act 2003.

PART 8

Amendment of other enactments

71. Amendment of Building Societies Act 1989.

72. Amendment of Central Bank Act 1942.

73. Amendment of Central Bank Act 1971.

74. Amendment of Act of 2008.

75. Amendment of National Asset Management Agency Act2009.

76. Amendment of National Pensions Reserve Fund Act 2000.

77. Amendment of Regulations of 2004.

SCHEDULE 1

Amendments of Acts

PART 1

Amendments of Building Societies Act 1989

PART 2

Amendment of Central Bank Act 1942

PART 3

Amendments of Central Bank Act 1971

PART 4

Amendments of Act of 2008

PART 5

Amendment of National Asset Management Agency Act 2009

SCHEDULE 2

Amendments of Regulations of 2004

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JA-139



Acts Referred to

Agricultural Co-operative Societies (Debentures) Act1934 1934, No. 39

Agricultural Credit Act 1978 1978, No. 2

Anglo Irish Bank Corporation Act 2009 2009, No. 1

Asset Covered Securities Act 2001 2001, No. 47

Bankers’ Books Evidence Act 1879 42 & 43 Vict. c. 11

Bills of Sale (Ireland) Acts 1879 and 1883

Building Societies Act 1989 1989, No. 17

Central Bank Act 1942 1942, No. 22



Central Bank Reform Act 2010 2010, No. 23

Companies (Amendment) Act 1990 1990, No. 27

Companies Act 1963 1963, No. 33

Companies Act 1990 1990, No. 33

Companies Acts

Competition Act 2002 2002, No. 14

Credit Institutions (Financial Support) Act 2008 2008, No. 18

Credit Union Act 1997 1997, No. 15

European Communities Act 1972 1972, No. 27

Finance Act 1970 1970, No. 14

Local Government Act 2001 2001, No. 37

National Asset Management Agency Act 2009 2009, No. 34

National Pensions Reserve Fund Act 2000 2000, No. 33

Netting of Financial Contracts Act 1995 1995, No. 25

Official Languages Act 2003 2003, No. 32

Patents Act 1992 1992, No. 1

Registration of Deeds and Title Acts 1964 and 2006

Registration of Title Act 1964 1964, No. 16

Statutory Instruments Act 1947 1947, No. 44

Taxes Consolidation Act 1997 1997, No. 39

Trade Marks Act 1996 1996, No. 6

Trustee Savings Bank Act 1989 1989, No. 21

Unfair Dismissals Acts 1977 to 2007

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JA-141


————————

Number 36 of 2010

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CREDIT INSTITUTIONS (STABILISATION) ACT 2010

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AN ACT TO MAKE PROVISION, IN THE CONTEXT OF THENATIONAL RECOVERY PLAN 2011 - 2014 AND THEEUROPEAN UNION/INTERNATIONAL MONETARYFUND PROGRAMME OF FINANCIAL SUPPORT FORIRELAND, IN RELATION TO THE STABILISATION,AND THE PRESERVATION OR RESTORATION OF THEFINANCIAL POSITION OF CERTAIN CREDIT INSTI-TUTIONS; TO AMEND THE BUILDING SOCIETIES ACT1989, THE CENTRAL BANK ACT 1971 AND THE CREDITINSTITUTIONS (FINANCIAL SUPPORT) ACT 2008 FORTHOSE PURPOSES; TO AMEND THE NATIONAL PEN-SIONS RESERVE FUND ACT 2000 TO ALLOW THE MINI-STER FOR FINANCE TO GIVE CERTAIN DIRECTIONSIN RELATION TO THE NATIONAL PENSIONSRESERVE FUND; TO MAKE CONSEQUENTIALAMENDMENTS TO THE EUROPEAN COMMUNITIES(REORGANISATION AND WINDING-UP OF CREDITINSTITUTIONS) REGULATIONS 2004 (S.I. NO. 198 OF2004); AND FOR RELATED PURPOSES.

[21st December, 2010]

WHEREAS THERE IS A SERIOUS DISTURBANCE IN THEECONOMY OF THE STATE;

AND WHEREAS MEASURES ARE NECESSARY TOADDRESS A UNIQUE AND UNPRECEDENTED ECONOMICCRISIS WHICH HAS LED TO DIFFICULT ECONOMIC CIR-CUMSTANCES AND SEVERE DISRUPTION TO THEECONOMY;

AND WHEREAS THERE IS A CONTINUING SERIOUSTHREAT TO THE STABILITY OF CERTAIN CREDIT INSTI-TUTIONS IN THE STATE, AND TO THE FINANCIALSYSTEM GENERALLY;

AND WHEREAS IT IS NECESSARY, IN THE PUBLICINTEREST, TO MAINTAIN THE STABILITY OF THOSE CRE-DIT INSTITUTIONS AND THE FINANCIAL SYSTEM IN THESTATE;

AND WHEREAS IT IS NECESSARY, IN THE INTERESTS OFTHE COMMON GOOD, TO CONTINUE THE PROCESS OFREORGANISATION, PRESERVATION AND RESTORATIONOF THE FINANCIAL POSITION OF ANGLO IRISH BANKCORPORATION LIMITED BEGUN WITH THE ANGLO IRISHBANK CORPORATION ACT 2009;

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AND WHEREAS THE FUNCTIONS AND POWERS CON-FERRED BY THIS ACT ARE NECESSARY TO SECURE FIN-ANCIAL STABILITY AND TO EFFECT A REORGANIS-ATION OF CERTAIN CREDIT INSTITUTIONS;

AND WHEREAS IT IS NECESSARY TO AMEND THE EURO-PEAN COMMUNITIES (REORGANISATION AND WINDING-UP OF CREDIT INSTITUTIONS) REGULATIONS 2004 (S.I.NO. 198 OF 2004) TO IMPLEMENT DIRECTIVE 2001/24/EC OFTHE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF4 APRIL 20011 TO PRESERVE OR RESTORE THE FINAN-CIAL POSITION OF CERTAIN CREDIT INSTITUTIONS;

AND WHEREAS THE CONSIDERABLE FINANCIAL SUP-PORT PROVIDED BY THE STATE TO CERTAIN CREDITINSTITUTIONS HAS HELPED THOSE INSTITUTIONS TOMEET THEIR FINANCIAL AND REGULATORYOBLIGATIONS;

AND WHEREAS THE STATE WISHES TO PROVIDE FORTHE PERFORMANCE OF THE FUNCTIONS CONFERREDBY THIS ACT IN ORDER TO ACHIEVE THE FINANCIALSTABILISATION OF THOSE CREDIT INSTITUTIONS ANDTHEIR RESTRUCTURING (CONSISTENTLY WITH THESTATE AID RULES OF THE EUROPEAN UNION) IN THECONTEXT OF THE NATIONAL RECOVERY PLAN 2011–2014AND THE EUROPEAN UNION/INTERNATIONAL MONET-ARY FUND PROGRAMME OF FINANCIAL SUPPORT FORIRELAND;

AND WHEREAS THE COMMON GOOD REQUIRES PERMA-NENT OR TEMPORARY INTERFERENCE WITH THERIGHTS, INCLUDING PROPERTY RIGHTS, OF PERSONSWHO MAY BE AFFECTED BY THE PERFORMANCE OFTHOSE FUNCTIONS;

AND WHEREAS THE URGENT REORGANISATION OFCERTAIN CREDIT INSTITUTIONS IS OF SYSTEMICIMPORTANCE TO THE STATE;

AND WHEREAS IT IS NECESSARY TO MAINTAIN PUBLICCONFIDENCE IN, AND ENHANCE, THE PROTECTION OFDEPOSITS IN CREDIT INSTITUTIONS GENERALLY;

AND WHEREAS IT IS DESIRABLE TO PROMOTE ANDFACILITATE INVESTMENT BY PERSONS OTHER THANTHE STATE IN CREDIT INSTITUTIONS TO REDUCE THEIRRELIANCE UPON STATE SUPPORT;

AND WHEREAS BECAUSE CERTAIN CREDIT INSTI-TUTIONS IN THE STATE ARE PARTIES TO CONTRACTSAND OTHER ARRANGEMENTS GOVERNED BY THE LAWOF A STATE OTHER THAN THE STATE;

BE IT THEREFORE ENACTED BY THE OIREACHTAS ASFOLLOWS:1OJ No. L 125, 5.5.2001, p. 15.


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PART 1

Preliminary

1.—(1) This Act may be cited as the Credit Institutions(Stabilisation) Act 2010.

(2) This Act comes into operation on such day or days as theMinister may appoint by order or orders either generally or withreference to a particular purpose or provision and different days maybe so appointed for different purposes or different provisions.

(3) An order under subsection (2) may, in respect of the amend-ments of Acts and Regulations set out in Part 8 and the Schedules,appoint different days for the commencement of amendments ofdifferent Acts or Regulations or different provisions of them.

2.—(1) In this Act—

“Act of 2008” means the Credit Institutions (Financial Support)Act 2008;

“articles of association” includes—

(a) in the case of a credit institution that is established bycharter, its bye-laws,

(b) in the case of a credit institution that is a credit union, itsrules, and

(c) in the case of a credit institution that is a building society,its rules;

“Bank” means the Central Bank of Ireland;

“charge” includes—

(a) a mortgage, judgment mortgage, charge, lien, pledge,hypothecation or other security interest or encumbranceor collateral in or over any property,

(b) an assignment by way of security, and

(c) an undertaking or agreement by any person (including asolicitor) to give or create a security interest in property;

“CIWUD Directive” means Directive 2001/24/EC of the EuropeanParliament and of the Council of 4 April 20011;

“Court” means the High Court;

“credit institution” means a person authorised in the State to acceptdeposits or other repayable funds from the public and to grant crediton its own account;

“debt security” includes a note, bill, bond or similar financialinstrument;1OJ No. L 125, 5.5.2001, p. 15.

9

Short title andcommencement.

Interpretation.


JA-144


Pt.1 S.2

10


“direction order” has the meaning given by section 9;

“enactment” means—

(a) an Act of the Oireachtas,

(b) a statute that was in force in Saorstát Éireann immediatelybefore the date of the coming into operation of the Con-stitution and that continues in force by virtue of Article50 of the Constitution, or

(c) an instrument made under—

(i) an Act of the Oireachtas, or

(ii) a statute referred to in paragraph (b);

“financial support” has the same meaning as in the Act of 2008;

“Governor” means the Governor of the Bank;

“holding company” means a holding company (within the meaningof section 155 of the Companies Act 1963) or a parent undertaking(within the meaning given by the European Communities(Companies: Group Accounts) Regulations 1992 (S.I. No. 201 of1992));

“interest”, in relation to an asset or liability, means—

(a) the whole or any part or fraction of the asset or liability,

(b) any other estate in, right or title to, or interest in the assetor liability (whether legal or beneficial), or

(c) any interest, other than a legal or beneficial interest, in theasset or liability;

“loan instrument” means a document that creates or acknowledgesa debt or liability (other than a deposit account);

“memorandum of association” includes, in the case of a credit insti-tution that is established by charter, its charter;

“Minister” means the Minister for Finance;

“regulated market” has the same meaning as in the European Com-munities (Markets in Financial Instruments) Regulations 2007 (S.I.No. 60 of 2007);

“Regulations of 2004” means the European Communities(Reorganisation and Winding-Up of Credit Institutions) Regulations2004 (S.I. No. 198 of 2004);

“relevant institution” means (subject to section 55)—

(a) a body—

(i) that has its registered office in the State,

(ii) that is, or was on the date on which this Act cameinto operation, a bank licensed under section 9 ofthe Central Bank Act 1971, and


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(iii) to which financial support has been given or is to begiven by the Minister,

(b) a body that has its chief office in the State and is, or wason the date on which this Act came into operation, abuilding society within the meaning of the BuildingSocieties Act 1989,

(c) a body that has its chief office in the State and is, or wason the date on which this Act came into operation, acredit union within the meaning of the Credit UnionAct 1997,

(d) a person or body prescribed under section 3,

(e) a subsidiary of a person or body referred to in any of para-graphs (a) to (d), and

(f) a holding company of a person or body referred to in anyof paragraphs (a) to (d);

“security” includes—

(a) a charge,

(b) a mortgage,

(c) a guarantee, indemnity or surety,

(d) a right of set-off,

(e) a debenture,

(f) a bill of exchange,

(g) a promissory note,

(h) collateral,

(i) any other means of securing—

(i) the payment of a debt, or

(ii) the discharge or performance of an obligation orliability,

and

(j) any other agreement or arrangement having a similareffect;

“share” includes a share of any type or class including ordinaryshares, preference shares, deferred shares, share warrants and stockand in the case of a building society includes investment shares,special investment shares and deferred shares but does not includeshare accounts;

“special management order” has the meaning given by section 14;

“special manager” means any person appointed as such by the Courtor the Minister;

11

Pt.1 S.2


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Pt.1 S.2

12


“subordinated creditor” means a creditor of a relevant institution, toany extent that the creditor holds a subordinated liability;

“subordinated liability” means, in respect of a relevant institution,an obligation or a liability in the form of a debt security or loaninstrument (or any other document howsoever described orconstituted) which is expressed to be, or otherwise ranks, subordi-nate in right of payment to the claims of depositors and unsubordi-nated creditors of the relevant institution, whether on a winding upor otherwise, and includes a guarantee;

“subsidiary” means a subsidiary (within the meaning given by section155 of the Companies Act 1963) or a subsidiary undertaking (withinthe meaning given by the European Communities (Companies:Group Accounts) Regulations 1992 (S.I. No. 201 of 1992));

“subordinated liabilities order” has the meaning given by section 29;

“transfer order” has the meaning given by section 34.

(2) A reference in this Act to an agreement includes—

(a) any instrument (however described) that creates an obli-gation, whether made in writing or under seal, and with-out limiting the generality of the foregoing includes anagreement, an arrangement, an undertaking, a scheme, alicence, a security or an obligation, and

(b) an oral agreement of any kind referred to in paragraph (a).

(3) In this Act—

(a) a reference to an asset includes an interest in an asset, and

(b) a reference to a liability includes an interest in a liability.

(4) A reference in this Act to disposing of an asset or liabilityincludes selling or otherwise transferring, and creating a security orequitable interest in, the asset or liability. For the purposes of thissubsection “transfer” includes—

(a) any form of legal or beneficial transfer, including a vestingby operation of law,

(b) a synthetic transfer,

(c) a risk transfer,

(d) a novation,

(e) an assignment,

(f) an assumption,

(g) sub-participation,

(h) sub-contracting, and

(i) any other form of transfer, acquisition, assumption or vest-ing recognised by law.


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3.—The Minister may make regulations to prescribe a person(including a body corporate that is incorporated after the cominginto operation of this Act) for the purposes of paragraph (d) of thedefinition of “relevant institution” in section 2(1) if—

(a) in the case of a body, it has its registered office, chief officeor principal place of business in the State,

(b) in the case of an individual, his or her ordinary residenceis in the State,

(c) all or any of a relevant institution’s assets or liabilities aretransferred, after the coming into operation of thissection, to the person under this Act, the CompaniesActs, the Central Bank Act 1971, the Building SocietiesAct 1989 or the Credit Union Act 1997, and

(d) the Minister is of the opinion that it is necessary or desir-able for the purposes of this Act that the person be soprescribed.

4.—The purposes of this Act are—

(a) to address the serious and continuing disruption to theeconomy and the financial system and the continuingserious threat to the stability of certain credit institutionsin the State and the financial system generally,

(b) to implement the reorganisation of credit institutions inthe State to achieve the financial stabilisation of thosecredit institutions and their restructuring (consistentlywith the state aid rules of the European Union) in thecontext of the National Recovery Plan 2011 - 2014 andthe European Union/International Monetary Fund Prog-ramme of Financial Support for Ireland,

(c) to continue the process of reorganisation, preservation andrestoration of the financial position of Anglo Irish BankCorporation Limited begun with the Anglo Irish BankCorporation Act 2009,

(d) to continue the process of preservation and restoration ofthe financial position of building societies through theissue of special investment shares under section 18(1A)of the Building Societies Act 1989,

(e) to protect the interests of depositors in credit institutions,

(f) to address the compelling need—

(i) to facilitate the availability of credit in the economyof the State,

(ii) to protect the State’s interest in respect of the guaran-tees given by the State under the Act of 2008 and tosupport the steps taken by the Government in thatregard,

(iii) to protect the interests of taxpayers,

13

Pt.1

Prescribedinstitutions.

Purposes of Act.


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Pt.1 S.4

Independence ofBank and Governornot affected.

Relationshipframework.

Proposed directionorders.

14


(iv) to restore confidence in the banking sector and tounderpin Government support measures in relationto that sector, and

(v) to align the activities of the relevant institutions andthe duties and responsibilities of their officers andemployees with the public interest and the other pur-poses of this Act,

(g) to preserve and restore the financial position of a relevantinstitution, and

(h) to empower the Court to impose reorganisation measuresthrough orders made in reliance on the CIWUDDirective.

5.—(1) Nothing in this Act prevents the performance by the Gov-ernor or the Bank of their functions in relation to any credit insti-tution authorised or regulated in the State, or affects any obligationarising under the treaties governing the European Union or theEuropean Communities (within the meaning given by section 1 ofthe European Communities Act 1972) or the ESCB Statute (withinthe meaning given by section 2 of the Central Bank Act 1942).

(2) The Minister may continue to consult with the Governor inthe continuing performance of the Minister’s functions and powersunder this Act.

6.—The Minister may from time to time specify a relationshipframework in writing to govern the relationship between the Ministerand the Governor in relation to the exercise of the Minister’s powersunder this Act.

PART 2

Direction orders

7.—(1) Subject to subsections (2) and (4), the Minister may makea proposed direction order proposing that a relevant institution bedirected to take (within a specified period) or refrain from taking(during a specified period) any action, including, in particular, andwithout limiting the generality of the foregoing, any one or more ofthe following:

(a) notwithstanding any statutory or contractual pre-emptionrights, the listing rules of a regulated market or the rulesof any other market on which the shares of the relevantinstitution may be traded from time to time, issuingshares to the Minister or to another person nominated bythe Minister on terms and conditions that the Ministerspecifies in the proposed direction order at a consider-ation that the Minister sets;

(b) applying for the de-listing of the relevant institution’sshares, or the suspension of their listing, on a regulatedmarket, or to change the listing of the relevant insti-tution’s shares from a regulated market to another multi-lateral trading facility;


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(c) increasing the authorised share capital (including by thecreation of new classes of shares) of the relevant insti-tution to permit it to issue shares to the Minister or toany other person nominated by the Minister;

(d) making a specified alteration to the relevant institution’smemorandum of association and articles of association(including, without prejudice to the generality of the fore-going, the alteration of the rights of shareholders or anyclass of shareholders);

(e) disposing, on specified terms and conditions, of a specifiedasset or liability or a specified part of the relevant insti-tution’s undertaking.

(2) The Minister may make a proposed direction order only if theMinister, having consulted with the Governor, is of the opinion thatmaking a direction order in the terms of the proposed direction orderis necessary to secure the achievement of a purpose of this Act speci-fied in the proposed direction order.

(3) If the Minister makes a proposed direction order in relationto a relevant institution and the intention of it or part of it is thepreservation or restoration of the financial position of a credit insti-tution, the Minister shall declare in the proposed direction order thatthe proposed direction order or part is made with that intention, inaccordance with the CIWUD Directive.

(4) Unless the relevant institution concerned consents to the mak-ing of a direction order in the terms of the proposed direction order,or exceptional circumstances (within the meaning of subsection (5))exist, the Minister shall also, before making a proposed directionorder—

(a) deliver a written notice to the relevant institution settingout the terms of the proposed direction order,accompanied by a summary of the reasons why the Mini-ster is of the opinion that a direction order in the termsof the proposed direction order is necessary,

(b) afford the relevant institution 48 hours, or a shorter periodon which the Minister and the relevant institution agree,in which to make written submissions to the Minister, and

(c) consider any submissions made under paragraph (b).

(5) Exceptional circumstances for the purposes of subsection (4)exist where—

(a) there is an imminent threat to the financial stability of therelevant institution concerned and the Minister is of theopinion that compliance with that subsection would resultin significant damage to the financial stability of that rel-evant institution,

(b) there is an imminent threat to the stability of the financialsystem in the State and the Minister is of the opinion thatcompliance with that subsection would result in signifi-cant damage to the stability of that financial system, or

(c) the Minister has reasonable grounds for believing that con-fidentiality with regard to the proposed direction order,

15

Pt.2 S.7


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Pt.2 S.7

Relevant institutionmay act inaccordance withproposed directionorder.

Direction orders.

16


or the possibility of the making of a direction order,would not be maintained and that the breach of such con-fidentiality would have significant adverse consequences.

8.—Where a relevant institution consents to the making of a direc-tion order in the terms of a proposed direction order, it may act inaccordance with the terms of the proposed order before the Courtmakes any direction order.

9.—(1) As soon as may be after completion in relation to a pro-posed direction order of the procedures required by section 7, theMinister shall apply ex parte to the Court for an order (in this Actcalled a “direction order”) in the terms of the relevant proposeddirection order.

(2) The Court, when hearing an ex parte application under subsec-tion (1), shall, if satisfied that the requirements of section 7 have beencomplied with and that the opinion of the Minister under that sectionwas reasonable and was not vitiated by any error of law, make adirection order in the terms of the proposed direction order (or thoseterms as varied after consideration of any submission referred to insection 7(4)(c)).

(3) If in a proposed direction order the Minister has declared theintention of preserving or restoring the financial position of a creditinstitution, and the Court is satisfied that the Minister made the pro-posed direction order or part of it with that intention, the Court shalldeclare in the relevant direction order that the direction order or therelevant part of it is a reorganisation measure for the purposes ofthe CIWUD Directive.

(4) A report prepared by the Bank (whether or not preparedspecifically for the purpose of the application) in relation to matterswithin the Governor’s or the Bank’s responsibilities, including thefinancial position of the relevant institution, is admissible in evidenceat the hearing of the application.

(5) The Court may make a direction order in terms varied oramended from those in the proposed direction order only if theCourt is satisfied that—

(a) there has been non-compliance with any of the require-ments of section 7 or that the opinion of the Ministerunder section 7(2) was unreasonable or vitiated by anerror of law,

(b) it would be appropriate to do so, having regard to anyreport referred to in subsection (4), and

(c) to do so is necessary for the purpose specified in the pro-posed direction order or any other purpose of this Act.

(6) The Court may give a direction, as it thinks appropriate, inrelation to the publication of a direction order.

(7) Subject to subsection (8), a direction order has effect—

(a) if an application is made under section 11, in accordancewith that section, and


JA-151



(b) if no such application is made, 5 working days after themaking of the order.

(8) The Court shall order that a direction order or a term of adirection order has effect immediately where the Court is satisfiedthat the purpose of the order or term is—

(a) to ensure the immediate and effective issuance ofadditional share capital in the relevant institution con-cerned by issuing shares to the Minister or his or hernominee—

(i) to prevent or remedy an imminent breach of the regu-latory capital requirements applicable to the relevantinstitution, or

(ii) to enable the relevant institution immediately to meetregulatory capital targets set by the Bank,

(b) to address an imminent threat to the financial stability ofthe relevant institution concerned, or

(c) to address an imminent threat to the stability of the finan-cial system in the State.

(9) The Court may order in a direction order that action taken bya relevant institution in accordance with section 8 shall be taken tohave been taken in compliance with the direction order.

10.—The Minister may apply—

(a) on notice, or

(b) in urgent circumstances, ex parte,

to the Court to vary a direction order if the Minister is of the opinionthat the variation is necessary to secure the achievement of a purposeof this Act.

11.—(1) The relevant institution in relation to which a directionorder is made or a member of that institution may apply to the Courtby motion on notice grounded on affidavit, not later than 5 workingdays after the making of a direction order, for the setting aside ofthe direction order.

(2) The Court shall give such priority to an application under sub-section (1) as is necessary in the circumstances and may give suchdirections with regard to the hearing of the application as it considersappropriate in the circumstances.

(3) On an application under subsection (1), the Court shall setaside the direction order only if it is of the opinion that there hasbeen non-compliance with any of the requirements of section 7 orthat the opinion of the Minister under section 7(2) was unreasonableor vitiated by an error of law.

(4) The Court may, instead of setting aside the direction order,make an order varying or amending that order in the manner it con-siders appropriate if the Court is satisfied that—

17

Pt.2 S.9

Application to varydirection order.

Application to setaside directionorder.


JA-152


Pt.2 S.11

Interpretation (Part3).

Proposed specialmanagement orders.

18



(b) it would be appropriate to do so, having regard to anyreport referred to in section 9(4), and

(c) to do so is necessary to secure the achievement of the pur-pose specified in the direction order or any other purposeof this Act.

(5) An order under subsection (3) is effective, from the date of itsmaking, to set aside the direction order without prejudice to the val-idity of anything previously done or taken to have been done underthe direction order.

(6) An order under subsection (4) has effect, from the date of itsmaking, to vary or amend the direction order without prejudice tothe validity of anything previously done or taken to have been doneunder the direction order.

PART 3

Special management

12.—For the purposes of this Part, a relevant institution is underspecial management if the Court has made a special managementorder in relation to it, and the special management has not termin-ated under section 27.

13.—(1) Subject to subsections (2), (3) and (5), the Minister maymake a proposed special management order under this section wherethe Minister decides that a person who has, in the Minister’s opinion,the requisite knowledge, expertise and experience of the financialservices sector to be the special manager of a relevant institutionshould be appointed as the special manager of that relevantinstitution.

(2) The Minister may make a proposed special management orderonly if the Minister, having consulted with the Governor, is of theopinion that making a special management order in the terms ofthe proposed special management order is necessary to secure theachievement of a purpose of this Act specified in the proposed direc-tion order.

(3) If the Minister makes a proposed special management orderin relation to a relevant institution and the intention of it or part ofit is the preservation or restoration of the financial position of acredit institution, the Minister shall declare in the proposed specialmanagement order that the proposed special management order orpart is made with that intention, in accordance with the CIWUDDirective.

(4) Unless the relevant institution concerned consents to the mak-ing of a special management order in the terms of the proposedspecial management order, or exceptional circumstances (within themeaning of subsection (5)) exist, the Minister shall also, before mak-ing a special management order—


JA-153



(a) deliver a written notice to the relevant institution settingout the terms of the proposed special management order,accompanied by a summary of the reasons why the Mini-ster is of the opinion that a special management orderin the terms of the proposed special management orderis necessary,





(b) there is an imminent threat to the stability of the financialsystem in the State and the Minister is of the opinion thatcompliance with subsection (4) would result in significantdamage to the stability of that financial system, or

(c) the Minister has reasonable grounds for believing that con-fidentiality with regard to the proposed special manage-ment order, or the possibility of the making of a specialmanagement order, would not be maintained and thatthe breach of such confidentiality would have significantadverse consequences.

(6) The proposed special management order shall—

(a) name the person to be appointed as the special manager,or

(b) name a firm all of whose members shall be taken to beappointed as special managers.

(7) The proposed special management order shall include the pro-posed terms of appointment of the special manager, and may—

(a) specify particular matters that are to be reserved fordecision or approval by the Minister, or

(b) direct the special manager (subject to regulatoryrequirements) to take particular action or refrain fromtaking particular action.

14.—(1) As soon as may be after completion in relation to a pro-posed special management order of the procedures required bysection 13, the Minister shall apply ex parte to the Court for an order(in this Act called a “special management order”) in the terms of theproposed special management order.

(2) The Court, when hearing an ex parte application under subsec-tion (1), shall, if satisfied that the requirements of section 13 havebeen complied with, and that the opinion of the Minister under that

19

Pt.3 S.13

Specialmanagement orders.


JA-154


Pt.3 S.14

Application to varyspecial managementorder.

Application to setaside specialmanagement order.

20


section was reasonable and was not vitiated by any error of law,make a special management order in the terms of the proposedspecial management order (or those terms as varied after consider-ation of any submission referred to in section 13(4)(c)).

(3) A report prepared by the Bank (whether or not preparedspecifically for the purpose of the application) in relation to matterswithin the Governor or the Bank’s responsibilities, including the fin-ancial position of the relevant institution, is admissible in evidenceat the hearing of the application.

(4) If in a proposed special management order the Minister hasdeclared the intention of preserving or restoring the financial posi-tion of a credit institution, and the Court is satisfied that the Ministermade the proposed special management order or part of it with thatintention, the Court shall declare in the relevant special managementorder that the special management order or the relevant part of it isa reorganisation measure for the purposes of the CIWUD Directive.

(5) The Court may make a special management order on termsvaried or amended from those in the proposed special managementorder only if it is of the opinion that—



(c) to do so is necessary to secure the achievement of the pur-pose specified in the proposed special management orderor any other purpose of this Act.

(6) The Court may give a direction, as it thinks appropriate, inrelation to the publication of a special management order.

(7) A special management order is effective immediately on itsmaking, subject to the right of application under section 16.


(a) on notice, or


to the Court to vary a special management order if the Minister isof the opinion that the variation is necessary to secure the achieve-ment of a purpose of this Act.

16.—(1) The relevant institution in relation to which a specialmanagement order is made or a member of that institution mayapply to the Court by motion on notice grounded on affidavit, notlater than 5 working days after the making of a special managementorder, for the setting aside of the special management order.

(2) The Court shall give such priority to an application under sub-section (1) as is necessary in the circumstances and may give such


JA-155



directions with regard to the hearing of the application as it considersappropriate in the circumstances.

(3) On an application under subsection (1), the Court shall setaside the special management order only if the Court is satisfied thatthere has been non-compliance with any of the requirements ofsection 13 or that the opinion of the Minister under section 13(2) wasunreasonable or vitiated by an error of law.

(4) The Court may, instead of setting aside the special manage-ment order, make an order varying or amending that order in themanner it considers appropriate if the Court is satisfied that—


(b) it would be appropriate to do so, having regard to anyreport referred to in subsection 14(3), and

(c) to do so is necessary to secure the achievement of the pur-pose specified in the special management order or anyother purpose of this Act.

(5) An order under subsection (4) is, from the date of making it,effective to vary or amend the special management order withoutprejudice to the validity of anything previously done under thespecial management order.

(6) If the Court sets aside a special management order, theappointment of the special manager shall be taken to have beenterminated. However—

(a) he or she remains entitled to be paid, out of the assetsof the relevant institution, his or her costs, expenses andremuneration, and

(b) the termination does not render invalid anything done bythe special manager under the special management order.

17.—(1) The period of the special management of a relevant insti-tution is 6 months from the making of the relevant special manage-ment order (whether that order is made under subsection (2) or (5)of section 14).

(2) The terms and conditions of appointment of a special manager(other than the period of his or her appointment) are as set out inthe relevant special management order.

18.—(1) A special management order shall fix the basis of thecalculation of the costs, expenses and remuneration payable to thespecial manager, and may do so in respect of work done before themaking of the special management order.

(2) A special manager is entitled to be paid his or her costs,expenses and remuneration, and to retain the amount of those costs,expenses and remuneration, out of the revenue of the business ofthe relevant institution or the proceeds of the realisation of the assets

21

Pt.3 S.16

Terms ofappointment.

Remuneration, etc.,of special managers.


JA-156


Pt.3 S.18

Resignation andvacancy in office,etc.

Functions of specialmanagers.

22


(including investments) or other funds available to the relevantinstitution.

19.—(1) A special manager may resign by giving 2 months’ writ-ten notice addressed to the Minister.

(2) The Minister may remove the special manager for any reason.

(3) If a special manager resigns or is removed, the Minister mayappoint another special manager by instrument in writing.

(4) The resignation or removal of a special manager does notterminate the special management of the relevant institutionconcerned.

20.—(1) The special manager of a relevant institution shall takeover the management of the business of the relevant institution andshall carry on that business as a going concern with a view to preserv-ing and restoring the financial position of the relevant institution, orthe whole or any part of its business, in a manner consistent with theachievement of the purposes of this Act.

(2) Without limiting the generality of subsection (1), the specialmanager of a relevant institution has the power to acquire and dis-pose of any asset or all the assets, and any liability, of that institution.

(3) A reference in subsection (2) to disposing of an asset or aliability includes selling or otherwise transferring, and creating asecurity or equitable interest in, the asset or liability.

(4) The special manager of a relevant institution has, in relationto the relevant institution, all powers necessary for or incidental tothe special manager’s functions, including the sole authority over anddirection of all officers and employees of the relevant institution.

(5) The special manager of a relevant institution shall take suchsteps as he or she determines to be appropriate to remedy thematters that led to the making of a special management order inrelation to the relevant institution, and for that purpose may, unlessthe special management order provides otherwise, appoint advisorsto the relevant institution.

(6) A special manager may, with the consent of the Minister andthe Governor, substitute his or her own decision for any decisionthat would otherwise be made by the shareholders, and if he or shedoes so, the decision shall be taken to be the decision of theshareholders.

(7) The appointment of a special manager of a relevant institutiondoes not relieve the relevant institution of any obligation to complywith any applicable laws and regulatory requirements and with anydirections given by the Bank or the Minister to the relevant insti-tution under any enactment.

(8) The special manager of a relevant institution shall providesuch reports and other information to the Bank and the Minister asthe Bank or the Minister requests, notwithstanding any other enact-ment or any rule of law, code of practice, agreement, duty or obli-gation to any person. The obligation under this subsection is in


JA-157



addition to the obligations of the relevant institution to provideinformation and make returns to the Bank or the Minister.

21.—(1) A special manager may perform his or her functions withthe assistance of persons appointed or employed by him or her forthat purpose.

(2) A special manager may, with the consent of the Minister,apply to the Court to determine any question arising in the courseof the special management.

22.—(1) While a relevant institution is under specialmanagement—

(a) all functions which, but for this paragraph, would be vestedin the directors of the relevant institution (whether byvirtue of its memorandum of association or articles ofassociation or otherwise) vest in the special manager,

(b) no proceedings for its winding up shall be commencedwithout the prior consent in writing of the Minister,

(c) a resolution for its winding up is of no effect without theprior consent in writing of the Minister,

(d) no petition can be presented for the appointment of anexaminer to the relevant institution or to a related com-pany (within the meaning of section 4(5) of the Compan-ies (Amendment) Act 1990) without the prior consent inwriting of the Minister,

(e) no inspector can be appointed or an inquiry commencedunder the Companies Act 1990 without the prior consentin writing of the Minister,

(f) subject to subsection (2), no receiver over any part of theproperty of the relevant institution shall be appointedwithout the prior consent in writing of the Minister,

(g) subject to subsection (2), no enforcement (whether byattachment, sequestration, distress or execution) of anyjudgment or order shall be put into force against any partof the property of the relevant institution without theprior consent in writing of the Minister, unless the partyseeking to do so is the Minister,

(h) subject to subsection (2), where any claim against a rel-evant institution is secured by security affecting the wholeor any part of the assets of the relevant institution, anyperson other than the Minister who wishes to realise thewhole or any part of that security shall give written noticeto the Minister 90 days (or a shorter period to which theMinister agrees) before such realisation, and

(i) if the special manager so elects, the powers of the relevantinstitution exercisable by a general meeting of the rel-evant institution are exercisable only by the special man-ager and subject to the prior consent in writing of theMinister.

23

Pt.3 S.20

Performance offunctions of specialmanagers.

Effect ofappointment ofspecial manager.


JA-158


Pt.3 S.22

Powers of specialmanager to removeofficers, employeesand others.

24


(2) Paragraphs (f), (g) and (h) of subsection (1) do not apply tothe Bank, the European Central Bank or any other national centralbank within the Eurosystem.

(3) Except as provided by this Act, the business of a relevant insti-tution under special management shall continue without interruptionas a going concern, and no agreement (including a contract ofemployment or service), policy, transaction, bank account or bankmandate, right, title, claim, debt, proceeding or obligation of the rel-evant institution or right, claim or proceeding against it is avoided,cancelled, stayed or otherwise affected by reason only of the appoint-ment of the special manager.

(4) While a relevant institution is under special management—

(a) the relevant institution shall not convene or hold anygeneral meeting unless the special manager so directs,

(b) the rights and powers of shareholders and members underany enactment or relevant agreement stand suspendedand are not exercisable,

(c) section 205 of the Companies Act 1963 does not apply, and

(d) no derivative action may be brought in respect of the rel-evant institution.

23.—(1) The special manager of a relevant institution may, withthe consent of the Minister, and shall, if so directed by the Minister,remove any person from—

(a) a position of director, secretary or other officer of the rel-evant institution or any of its subsidiaries, or

(b) any of the following positions:

(i) a position of employment with the relevant institutionor any of its subsidiaries;

(ii) an executive position and any such position held byvirtue of being a director or secretary of the relevantinstitution or any of its subsidiaries;

(iii) a consultancy to the relevant institution or any of itssubsidiaries.

(2) The removal of a person by virtue of subsection (1)—

(a) has effect without the need for any notice being given,meeting being called, resolution being passed or consentbeing obtained, and

(b) may be expressed to take effect immediately and, if soexpressed, has that effect.

(3) Nothing in subsection (1) or (2) deprives a person of any rightto claim compensation or damages from the relevant institution forthe loss of his or her office or appointment. However—

(a) a court, tribunal or rights commissioner may not grant anyremedy that would have the effect of preventing or


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restraining the special manager from exercising thespecial manager’s powers under this section, and

(b) a court, tribunal or rights commissioner may not make anorder under the Unfair Dismissals Acts 1977 to 2007 forthe reinstatement or re-engagement of such a person.

24.—(1) The special manager appointed to a relevant institutionshall—

(a) determine the role (if any) of the directors and officersof the relevant institution and its subsidiaries during thespecial management, and

(b) determine the remuneration (if any) to be paid to thedirectors and officers of the relevant institution and itssubsidiaries during the special management.

(2) A determination of a special manager under paragraph (a)or (b) of subsection (1) is binding on the relevant institution or itssubsidiaries (as the case may be) and the directors of the relevantinstitution or its subsidiaries.

(3) A director or other officer of a relevant institution or a sub-sidiary of a relevant institution that is under special managementremains bound to discharge his or her duties and obligations underany enactment or rule of law except to any extent that he or she isrelieved of that duty or obligation by the special manager or by aprovision of this Act.

(4) Nothing in this section or any determination under it has theeffect of—

(a) rendering lawful any contravention of any enactment orrule of law that took place before the commencement ofa special management or takes place after the end of aspecial management,

(b) relieving any person from any obligation—

(i) to comply at any time, with any such enactment orrule of law, or

(ii) to fulfil any duty at any time, or

(c) precluding any proceedings brought or to be brought inrelation to a contravention, or the breach of an obli-gation, referred to in paragraph (a) or (b).

(5) Nothing in this section affects the duty of directors undersection 48 or authorises the special manager to do so.

25.—A special manager of a relevant institution shall not be takento be a shadow director (within the meaning given by section 27(1)of the Companies Act 1990) nor what is known as a de facto directorof the relevant institution or any of its subsidiaries.

26.—The special management of a relevant institution may beextended in accordance with the procedure set out in sections 13 and

25

Pt.3 S.23

Relationshipbetween specialmanagers anddirectors.

Special manager notto be director, etc.

Extension of specialmanagement.


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Pt.3 S.26

Termination ofspecialmanagement.

Proposedsubordinatedliabilities orders.

26


14. Section 16 applies to any order extending the specialmanagement.

27.—(1) The special management of a relevant institutionterminates—

(a) at the end of the period of 6 months referred to insection 17(1),

(b) on the making of an order for the winding up of the rel-evant institution,

(c) on the making of an order under the Companies(Amendment) Act 1990 appointing an examiner to therelevant institution, or

(d) if the Minister so orders.

(2) The Minister shall lay a copy of an order under subsection(1)(d) before each House of the Oireachtas.

PART 4

Subordinated liabilities

28.—(1) Subject to subsections (2) and (5) the Minister may makea proposed subordinated liabilities order in relation to the subordi-nated liabilities of a relevant institution to which the Minister hasprovided or intends to provide financial support under the Act of2008 only if—

(a) the Minister has consulted with the Governor, and

(b) after so consulting, the Minister is of the opinion that themaking of a subordinated liabilities order in the terms ofthe proposed subordinated liabilities order is necessaryfor preserving or restoring the financial position of therelevant institution with the consequence of affecting(including reducing) the rights of subordinated creditorsexisting before the order.

(2) In considering whether to make a proposed subordinated liab-ilities order in relation to a relevant institution the Minister shallhave regard to such of the following matters as the Minister con-siders appropriate:

(a) the amount of the indebtedness of that institution to itssubordinated creditors relative to its assets;

(b) the extent and nature of financial support provided or tobe provided to that institution by the Minister under theAct of 2008 or otherwise;

(c) without prejudice to paragraph (b), the extent to whichthe State has, in particular, provided financial support byway of equity investment (or equivalent) in thatinstitution;


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(d) the quantum of the financial support relative to that insti-tution’s balance sheet;

(e) the viability of that institution in the absence of that finan-cial support;

(f) the present and likely future ability of that institution toraise equity capital from market sources;

(g) the likely extent to which the subordinated creditors wouldbe repaid amounts owing to them in a winding up of thatinstitution in the absence of such financial support;

(h) the effectiveness or likely effectiveness of liability manage-ment exercises undertaken by that institution in respectof its subordinated liabilities.

(3) A proposed subordinated liabilities order may make pro-vision for—

(a) any one or more or all of the matters referred to in subsec-tion (4), and

(b) the granting of a shareholding in the relevant institutionto the subordinated creditors affected by the order or anyclass of them.

(4) The matters referred to in subsection (3) are the following:

(a) the postponement, termination, suspension or other modi-fication of specific rights, liabilities, terms and obligationsassociated with all or any of such subordinated liabilitiesincluding (without limiting the generality of theforegoing) any or all of the following rights, terms andobligations:

(i) the payment of interest;

(ii) the repayment of principal;

(iii) what constitutes an event of default;

(iv) collective action provisions;

(v) the timing of obligations;

(vi) the due date;

(vii) the applicable law;

(viii) the right to declare, specify or determine an event ofdefault;

(ix) any right to enforce payment, whether by winding-upor otherwise;

(b) requiring the relevant institution to acquire those liabilitiesfor a specified consideration, including a considerationcalculated on the assumption that the State—

(i) has not provided and will not provide financial sup-port to that institution, and

27

Pt.4 S.28


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Pt.4 S.28

Subordinatedliabilities orders.

28


(ii) has not made and will not make any investment inthat institution.

(5) Unless the relevant institution concerned consents to the mak-ing of a subordinated liabilities order in the terms of the proposedorder, or exceptional circumstances (within the meaning of subsec-tion (6)) exist, the Minister shall also, before making a proposedsubordinated liabilities order—

(a) deliver a written notice to the relevant institution settingout the terms of the subordinated liabilities order,accompanied by a summary of the reasons why the Mini-ster is of the opinion that such an order is necessary,





(b) there is an imminent threat to the stability of the financialsystem in the State and the Minister is of the opinion thatcompliance with subsection (5) would result in significantdamage to the stability of that financial system, or

(c) the Minister has reasonable grounds for believing that con-fidentiality with regard to the subordinated liabilitiesorder, or the possibility of the making of a subordinatedliabilities order, would not be maintained and that thebreach of such confidentiality would have significantadverse consequences.

(7) The power to make an order in relation to any of the mattersreferred to in subsection (4) is independent of, and may be exercisedindependently of, the power to make such an order in relation to anyother such matter.

29.—(1) As soon as may be after completion in relation to a pro-posed subordinated liabilities order of the procedures required bysection 28, the Minister shall apply ex parte to the Court for an order(in this Act called a “subordinated liabilities order”) in the terms ofthe proposed subordinated liabilities order.

(2) The Court shall, when hearing an ex parte application undersubsection (1), if satisfied that the requirements of section 28 havebeen complied with and that the opinion of the Minister undersection 28(1)(b) was reasonable and was not vitiated by any error oflaw, make a subordinated liabilities order in the terms of the pro-posed subordinated liabilities order (or those terms as varied afterconsideration of any submission referred to in section 28(5)(c)).

(3) A report of the Bank relating to—


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(a) the financial state of the relevant institution concerned ata particular time or times,

(b) the extent of the State’s support of the relevant institution,

(c) the amount of recovery that would have been made at aparticular time or times by subordinated creditors of therelevant institution without State support,

(d) the amount of recovery that would have been made at aparticular time or times by subordinated creditors of therelevant institution if it had been wound up or had beenunable to continue as a going concern,

(e) any of the matters referred to in section 28(2),

is admissible in evidence at the hearing of the application, whetheror not prepared for the purposes of the application.

(4) The Court may make a subordinated liabilities order on termsvaried or amended from those in the proposed subordinated liabilit-ies order only if the Court is satisfied that—

(a) there has been non-compliance with any of the require-ments of section 28 or that the opinion of the Ministerunder section 28(1)(b) was unreasonable or vitiated by anerror of law,


(c) to do so is necessary to secure the achievement of the pur-pose specified in the proposed subordinated liabilitiesorder.

(5) The Court may give a direction, as it thinks appropriate, inrelation to the publication of a subordinated liabilities order.

(6) A subordinated liabilities order is effective—

(a) if an application is made under section 31, in accordancewith that section, and

(b) if no such application is made, 5 working days after theorder is made.


(a) on notice, or


to the Court to vary a subordinated liabilities order if the Ministeris of the opinion that the variation is necessary to secure the achieve-ment of a purpose of this Act.

31.—(1) The relevant institution in relation to which a subordi-nated liabilities order is made or a subordinated creditor of that insti-tution may apply to the Court by motion on notice grounded on

29

Pt.4 S.29

Application to varysubordinatedliabilities order.

Application to setaside subordinatedliabilities order.


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Pt.4 S.31

Certain rights ofsubordinatedcreditors notexercisable.

Proposed transferorders.

30


affidavit, not later than 5 working days after the making of a subordi-nated liabilities order, for the setting aside of the subordinated liab-ilities order.


(3) On an application under subsection (1), the Court shall setaside the subordinated liabilities order only if the Court is satisfiedthat there has been non-compliance with any of the requirements ofsection 28 or that the opinion of the Minister under section 28(1)(b)was unreasonable or vitiated by an error of law.

(4) The Court may, instead of setting aside the subordinated liab-ilities order, make an order varying or amending that order in themanner it considers appropriate if the Court is satisfied that—

(a) there has been non-compliance with any of the require-ments of section 28 or that the opinion of the Ministerunder section 28(1)(b) was unreasonable or vitiated by anerror of law,


(c) to do so is necessary for the purpose specified in the subor-dinated liabilities order or any other purpose of this Act.

(5) An order under subsection (3) has effect, from the date ofmaking it, to set aside the relevant subordinated liabilities order.

(6) An order under subsection (4) has effect, from the date ofmaking it, to vary or amend the relevant subordinated liabilitiesorder.

32.—(1) No proceedings may be instituted and no petition to windup may be brought by a subordinated creditor of a relevant insti-tution in relation to which a subordinated liabilities order has beenmade in relation to the relevant institution based upon a failure bythat institution to honour the terms of a subordinated liability ifthose terms have been modified by the subordinated liabilities orderand that institution is in compliance with the terms as so modified.

(2) No subordinated creditor of a relevant institution in relationto which a subordinated liabilities order has been made may exerciseor claim any right of set-off in respect of any amount (being anamount arising under or in connection with the relevant subordi-nated liabilities) owed to the subordinated creditor by the relevantinstitution.

PART 5

Transfer of assets and liabilities

33.—(1) Subject to subsections (2) and (4), the Minister may makea proposed transfer order in relation to the transfer of assets or liab-ilities of a relevant institution.


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(2) The Minister may make a proposed transfer order only if theMinister, having consulted with the Governor, is of the opinion thatmaking a transfer order in the terms of the proposed transfer orderis necessary to secure the achievement of a purpose of this Act speci-fied in the proposed transfer order.

(3) If the Minister makes a proposed transfer order in relation toa relevant institution and the intention of it or part of it is the preser-vation or restoration of the financial position of a credit institution,the Minister shall declare in the proposed transfer order that theproposed transfer order or part is made with that intention, inaccordance with the CIWUD Directive.

(4) Unless the relevant institution concerned consents to the mak-ing of a transfer order in the terms of the proposed transfer order,or exceptional circumstances (within the meaning of subsection (5))exist, the Minister shall also, before making a proposed transferorder—

(a) deliver a written notice to the relevant institution describ-ing the terms of the proposed transfer order,accompanied by a summary of the reasons why the Mini-ster is of the opinion that such an order is necessary,





(b) there is an imminent threat to the stability of the financialsystem in the State and the Minister is of the opinion thatcompliance with that subsection would result in signifi-cant damage to the stability of that financial system, or

(c) the Minister has reasonable grounds for believing that con-fidentiality with regard to the transfer order, or the possi-bility of the making of a transfer order, would not bemaintained and that the breach of such confidentialitywould have significant adverse consequences.

(6) A proposed transfer order—

(a) shall contain such terms and conditions as the Ministerproposes relating to the proposed transfer, including thespecification of a date by which or a period within whichthe institution is required to comply, and

(b) may include such incidental, consequential and sup-plemental provisions as the Minister considers appro-priate for implementing the transfer and securing that itbe fully and effectively carried out, including provisionsfor substituting the name of the transferee for that of the

31

Pt.5 S.33


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Pt.5 S.33

Transfer orders.

32


transferor or otherwise adapting references to the trans-feror in any instrument made under an Act, and mayprovide for such transitional matters, including the shar-ing of assets and other contracts, as the Minister con-siders appropriate.

34.—(1) As soon as may be after completion in relation to a pro-posed transfer order of the procedures required by section 33, theMinister shall apply ex parte to the Court for an order (in this Actcalled a “transfer order”) in the terms of the proposed transfer order.

(2) The Court, when hearing an ex parte application under subsec-tion (1), shall, if satisfied that the requirements of section 33 havebeen complied with and that the opinion of the Minister undersection 33(2) was reasonable and was not vitiated by any error oflaw, make a transfer order in the terms of the proposed transferorder (or those terms as varied after consideration of any submissionreferred to in section 33(4)(c)).

(3) A report prepared by the Bank (whether or not preparedspecifically for the purpose of the application) in relation to matterswithin the Governor or the Bank’s responsibilities, including the fin-ancial position of the relevant institution, is admissible in evidenceat the hearing of the application.

(4) If in a proposed transfer order the Minister has declared theintention of preserving or restoring the financial position of a creditinstitution, and the Court is satisfied that the Minister made the pro-posed transfer order or part of it with that intention, the Court shalldeclare in the relevant transfer order that the transfer order or therelevant part of it is a reorganisation measure for the purposes ofthe CIWUD Directive.

(5) The Court may make a transfer order on terms varied oramended from those in the proposed transfer order only if the Courtis satisfied that—



(c) to do so is necessary for the purpose specified in the pro-posed transfer order or any other purpose of this Act.

(6) The Court may give a direction, as it thinks appropriate, inrelation to the publication of a transfer order.

(7) A transfer order—

(a) has effect immediately on its making in relation to anyasset or liability specified to be transferred immediately,subject to the right of application under section 36, and

(b) otherwise, has effect—


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(i) if an application is made under section 36, in accord-ance with the decision of the Court on that appli-cation, and

(ii) if no such application is made, 5 working days afterservice of the order on the relevant institutionconcerned.


(a) on notice, or


to the Court to vary a transfer order if the Minister is of the opinionthat the variation is necessary to secure the achievement of a purposeof this Act.

36.—(1) The relevant institution in relation to which a transferorder is made or a member of that institution may apply to the Courtby motion on notice grounded on affidavit, not later than 5 workingdays after the making of a transfer order, for the setting aside of thetransfer order.


(3) On an application under subsection (1), the Court shall setaside the transfer order only if the Court is satisfied that there hasbeen non-compliance with any of the requirements of section 33 orthat the opinion of the Minister under section 33(2) was unreason-able or vitiated by an error of law.

(4) The Court may, instead of setting aside the transfer order,make an order varying or amending that order in the manner it con-siders appropriate if the Court is satisfied that—



(c) to do so is necessary to secure the achievement of the pur-pose specified in the transfer order or any other purposeof this Act.

(5) If the Court sets aside a transfer order under subsection (3)—

(a) no dealing by the transferee in an asset or liability referredto in section 34(7)(a) before the setting aside of thetransfer order is rendered invalid, and, to the extent thatthe transfer order is set aside—

33

Pt.5 S.34

Application to varytransfer order.

Application to setaside transfer order.


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Pt.5 S.36

Content of transferorder.

34


(i) in the case of assets or liabilities that are capable ofbeing transferred back to the transferor, they shallbe so transferred, and

(ii) in the case of all other assets or liabilities, any pro-ceeds of that dealing shall be given to the transferor,

and

(b) no further assets or liabilities shall be transferred on footof the transfer order.

(6) An order under subsection (4) is, from the date of making it,effective to vary or amend the transfer order. To the extent thatsuch a variation or amendment has the effect of setting aside anydisposition by the transferee of an asset or liability referred to insection 34(7)(a)—

(a) that disposition is not rendered invalid, but

(b) the proceeds of that disposition shall be given to thetransferor.

37.—(1) A transfer order shall specify the following:

(a) the name of the transferee;

(b) any term or condition imposed on the transfer, or to whichthe transfer is subject;

(c) the assets and liabilities or the classes or kinds of assetsand liabilities to be transferred,

(d) any consideration to be paid by the transferee, or a meansof determining that consideration.

(2) For the purposes of paragraph (1)(c), a class or kind may bespecified by means of any common characteristic of the class or kind.

(3) For the purposes of paragraph (1)(d), a transfer order mayspecify that a named person or a person in a class of persons is todetermine the consideration.

(4) A transfer order shall not name a person as transferee unlessthat person has agreed to accept the transfer on the terms set out inthe order.

(5) Where the transferor and the transferee are credit unions, thetransfer order may provide for the transfer of some or all of theengagements of the transferor to the transferee and may make suchother provision for the amendment of the rules of the transferee asthe Minister considers necessary to give effect to a transfer of therights of the members of the transferor to the transferee.

(6) A transfer order may relate to the transfer of—

(a) all or any specified part of the assets of the transferor,

(b) all, or any specified part of the liabilities of the trans-feror, or


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(c) any combination of some or all of the assets and liabilitiesof the transferor.

(7) Where a transfer order transfers a netting agreement (withinthe meaning of the Netting of Financial Contracts Act 1995) or afinancial collateral arrangement (within the meaning of the Euro-pean Communities (Financial Collateral Arrangements) Regulations2004 (S.I. No. 1 of 2004)), the transfer order shall transfer the wholeof that agreement or arrangement.

(8) Notwithstanding any enactment or rule of law, a cause ofaction capable of being exercised by the transferor may be trans-ferred to the transferee by a transfer order.

(9) A transfer order may include such incidental, consequentialand supplemental provisions as the Court considers appropriate forimplementing the transfer and securing that it be fully and effectivelycarried out, including provisions for substituting the name of thetransferee for that of the transferor or otherwise adapting referencesto the transferor in any instrument made under an Act, and mayprovide for such transitional matters, including the sharing of assetsand other contracts, as the Court considers appropriate.

38.—(1) The Minister may directly or indirectly provide a finan-cial incentive to any person to become a transferee on such termsand subject to such conditions as the Minister considers necessaryor appropriate.

(2) For the purposes of subsection (1) “financial incentive”includes a payment, a loan, a guarantee, an exchange of assets andany other kind of financial accommodation or assistance, includingfinancial support.

(3) The Minister may enter into transactions of a normal bankingnature in connection with or related to the provision of a financialincentive under this section.

(4) Subject to subsection (5), the amount of any financial incentiveprovided under this section is a debt due and owing to the State bythe transferor and may be recovered as a simple contract debt in anycourt of competent jurisdiction.

(5) Where a transfer order is set aside in whole or in part—

(a) in the case where a part of any financial incentive can beidentified as relating to assets or liabilities that are trans-ferred back to the transferor under section 36(5)(a)(i), anamount equal to that part, and

(b) in any other case, an amount equal to the percentage ofthe amount of financial incentive equivalent to the per-centage of the value of the total assets and liabilities thesubject of the transfer order that is represented by thevalue of the assets, liabilities and interests that are trans-ferred back to the transferor under that section,

becomes immediately repayable to the Minister, is a debt due andowing to the State by the transferee and may be recovered as a sim-ple contract debt in any court of competent jurisdiction.

35

Pt.5 S.37

Financial incentiveto transferee.


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Pt.5

Effect of transferorder — general.

36


39.—(1) A transfer order has effect subject to any term or con-dition imposed in the order.

(2) On the date specified in a transfer order, all the assets andliabilities specified in the order (whether located in the State or not)are transferred to the transferee.

(3) On and after the transfer of an asset or liability under atransfer order—

(a) the transferee has the same rights (including priorities)and obligations in respect of those assets and liabilities asthe transferor had immediately before the transfer, and

(b) the transferor no longer has those rights and obligations.

(4) In particular, unless the transfer order specifies otherwise, andwithout limiting the generality of subsection (3)—

(a) any account included in the transfer is transferred to thetransferee on the date of the transfer and becomes, onand after that date, an account between the transfereeand the account holder with the same rights and subjectto the same rights and obligations (including rights of set-off) as would have been applicable before the transfer,

(b) any order, instruction, direction, mandate or authoritygiven, whether before or after the transfer, by the accountholder in relation to such an account or any obligationentered into by the transferor in relation to any personand subsisting on that date, has effect after the transferof the account,

(c) any amount owing on such an account by the accountholder to the transferor on that date becomes due andpayable by the account holder to the transferee, and anyamount owing on such an account by the transferor tothe account holder on that date becomes due and payableby the transferee to the account holder,

(d) all property (whether real or personal, and includingchoses in action) specified in the transfer order transfersto the transferee,

(e) all contracts, agreements, conveyances, mortgages, deeds,leases, licences, undertakings, notices and other instru-ments (whether or not in writing) entered into by, madewith, given to or by, or addressed to the transferor(whether alone or with another person) relating to prop-erty referred to in paragraph (d) are, to the extent thatthey were previously binding on and enforceable by,against or in favour of the transferor, binding on andenforceable by, against, or in favour of the transferee asfully and effectually in every respect as if the transfereehad been the person by whom they were entered into,with whom they were made, or to or by whom they weregiven or addressed (as the case may be),

(f) security held by the transferor in connection with theassets and liabilities transferred as security for the pay-ment of the debts or liabilities (whether present or futureand whether actual or contingent) of any person are


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transferred to the transferee as security for the paymentof such debts and liabilities to the transferee,

(g) where the amount secured by such security includes futureadvances to, or liabilities of, a person, the securitybecomes available to the transferee as security for futureadvances to that person by, and future liabilities of thatperson to, the transferee to the extent to which futureadvances by or liabilities to the transferor were securedby it immediately before the date of transfer,

(h) the transferee, in relation to any security transferred to itand the amount secured by that security in accordancewith the terms of the security, becomes entitled to thesame rights and priorities and subject to the same obli-gations as those to which the transferor would have beenentitled and subject to if the security had continued to beheld by the transferor,

(i) except to any extent that the relevant transfer order pro-vides otherwise—

(i) agreements made or other things done by or inrelation to the transferor shall be treated, so far asmay be necessary for the purposes of, in connectionwith or in consequence of the transfer, as made ordone by or in relation to the transferee (as the casemay be), and

(ii) references to the transferor, or to any officer oremployee of the transferor, in instruments or docu-ments relating to the assets and liabilities transferredhave effect as if they were references to the trans-feree, or to any officer or employee of the transferee(as the case may be),

and

(j) where, immediately before the transfer date, any legal pro-ceedings are pending to which the transferor is a partyand the proceedings have reference to the assets and liab-ilities transferred, the proceedings continue, and thename of the transferee is substituted (to any extentnecessary) for that of the transferor.

(5) Where the transferor is a credit union or a building society anda share account is included in the transfer of assets and liabilities—

(a) where the transferee is also a credit union or buildingsociety—

(i) if the transferee has agreed that the account holdersof the transferor shall have membership rights in thetransferee, on and after that transfer the holder ofthe transferred share account has such rights in thetransferee, and

(ii) in any other case, on that transfer the accountbecomes a deposit account and the account holderhas no membership rights in the transferee,

and

37

Pt.5 S.39


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Pt.5 S.39

Effect of transferorder in relation tosecurities.

38


(b) in any other case, on that transfer the account becomes adeposit account with the transferee.

(6) The transfer of assets and liabilities under a transfer ordertakes effect notwithstanding—

(a) any duty or obligation to any person, and

(b) any provision of any enactment, rule of law, code of prac-tice or agreement providing for or requiring—

(i) notice to any person, or

(ii) the consent, approval or concurrence of any person.

40.—(1) On and after the transfer of assets and liabilities under atransfer order, in relation to property referred to in paragraph (d) or(e) of section 39(4) or a security referred to in paragraph (f) of thatsection, transferred by the order—

(a) notwithstanding any provision of an Act listed in subsec-tion (2) or any other Act that provides for the registrationof assets or security, or any details of assets or security,a transferee is not required to become registered asowner of the security,

(b) notwithstanding sections 62 and 64 of the Registration ofTitle Act 1964, a transferee has, in relation to any chargethat is or is part of such a security, the powers of a mort-gagee under a mortgage by deed, even though it is notregistered as owner of the charge,

(c) the transferee has the powers and rights conferred on theregistered owner of a charge by the Registration of TitleAct 1964, and

(d) where the transfer order effects an extension of or inrelation to the security so as to include future advancesby or future liabilities to the transferee, the extensionneed not be registered under any Act listed in subsection(2) under which it would otherwise be required to beregistered, but operates for the purposes of those Acts asif made by deed duly registered under that Act on thedate of transfer.

(2) The Acts referred to in paragraphs (a) and (d) of subsection(1) are the following:

(a) the Bills of Sale (Ireland) Acts 1879 and 1883;

(b) the Agricultural Co-operative Societies (Debentures) Act1934;

(c) the Companies Act 1963;

(d) the Registration of Deeds and Title Acts 1964 and 2006;

(e) the Agricultural Credit Act 1978;

(f) the Patents Act 1992;


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(g) the Trade Marks Act 1996;

(h) the Taxes Consolidation Act 1997.

41.—(1) In this section—

“foreign asset” means an asset in which the transfer or assignmentof any right, title or interest to be transferred under a transfer orderis governed in whole or in part by the law of a state (including thelaw of a territorial unit of a state) other than the State;

“foreign law”, in relation to a foreign asset or a transaction inrelation to a foreign asset means the law of a state (including the lawof a territorial unit of a state) other than the State;

“foreign liability” means a liability in which the transfer or assign-ment of any right, title or interest to be transferred under a transferorder is governed in whole or in part by the law of a state (includingthe law of a territorial unit of a state) other than the State.

(2) This section applies in relation to the transfer of a foreignasset or foreign liability expressed to be transferred by a transferorder, where—

(a) the transfer order is not recognised under the relevantforeign law, or

(b) the transfer order is otherwise not fully effective, underthe relevant foreign law, to transfer the asset or liability.

(3) To the extent that a liability expressed to be transferred undera transfer order is or includes a foreign liability—

(a) if the law governing the transfer of the foreign liabilitypermits the transfer or assignment of that liability, thetransferor and transferee shall do everything required bythat law to give effect to the transfer or assignment, and

(b) to any extent that that law does not permit the transfer orassignment of the foreign liability, the transferee isresponsible for discharging the transferor’s obligationsunder that liability.

(4) To the extent that an asset expressed to be transferred by atransfer order is or includes a foreign asset—

(a) if the law governing the transfer or assignment of theforeign asset permits the transfer or assignment of thatasset, the transferor shall do everything required by thatlaw to give effect to the transfer, and

(b) to the extent that that law does not permit the transfer orassignment of the foreign asset, the transferor shall do allthat is possible to do under that law to assign to the trans-feree the greatest possible interest in the foreign asset.

(5) The transferor, to the extent that an asset is one to whichsubsection (4)(b) applies—

39

Pt.5 S.40

Transfer of foreignassets and liabilities.


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Pt.5 S.41

Application ofBankers’ BooksEvidence Act 1879.

Stamp duty.

Minister’s powers inrelation to removalof directors, etc.

40


(a) is subject to duties, obligations and liabilities as nearly aspossible corresponding to those of a trustee in relation tothat asset, and

(b) shall hold that asset for the benefit and to the direction ofthe transferee,

in each case so far as possible consistent with the nature of, and theterms and conditions of the transfer of, that asset.

(6) A trust, duty, obligation or liability created or constituted bythis section shall not be taken to constitute a security interest.

(7) The transferor shall obtain, make, maintain and comply withany authorisation, consent, approval, resolution, licence, exemption,filing, notarisation or registration that is necessary in the State andin any other place in connection with ensuring the validity andenforceability of any act, matter or thing referred to in this section.

42.—(1) The Bankers’ Books Evidence Act 1879 applies withrespect to any books of the transferor transferred to the transfereein connection with the assets and liabilities transferred by a transferorder and to entries made in those books before the transfer date.

(2) In subsection (1) “books” includes ledgers, day books, cashbooks, account books and all other books and records used in theordinary business of the transferor before the date on which thetransfer has effect.

43.—(1) Stamp duty shall not be chargeable on a transfer order,an order varying or amending a transfer order, an order setting asidea transfer order or any ancillary agreement entered into between therelevant institution and transferee.

(2) Stamp duty shall not be chargeable on any instrumentexecuted in order to give legal effect to the transfers effected ortaken to be effected by this Part.

PART 6

General matters in relation to companies, etc.

44.—(1) The Minister may by written notice—

(a) remove a person from a position of director or officer ofa relevant institution, or

(b) terminate the employment by a relevant institution of aperson.

(2) The removal of a person or termination of a person’s employ-ment by virtue of subsection (1)—

(a) has effect without the need for any notice being given,meeting being called, resolution being passed or consentbeing obtained, and


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(b) may be expressed to take effect immediately and, if soexpressed, has that effect.

(3) Where a notice under subsection (1) is expressed to haveimmediate effect, no period of notice is necessary to the personconcerned.

(4) The removal of a person from a position of director or officerof a relevant institution under this section also terminates any con-tract of service or contract for services between the person and therelevant institution.

(5) Nothing in this section deprives a person removed or whoseemployment is terminated of any right to claim compensation ordamages from the relevant institution for the loss of his or her officeor appointment.

(6) Notwithstanding subsection (5)—

(a) a court, tribunal or rights commissioner may not grant anyremedy that would have the effect of preventing orrestraining the Minister from exercising his or her func-tions under subsection (1), and

(b) a court, tribunal or rights commissioner may not make anyorder under the Unfair Dismissals Acts 1977 to 2007 forthe reinstatement or re-engagement of such a person.

45.—(1) With the consent of the Governor, the Minister mayappoint a person as a director of a relevant institution. Where therelevant institution is a credit institution, Part 3 of the Central BankReform Act 2010 does not apply in relation to such an appointment.

(2) Subject to subsection (3), the appointment of a person underthis section may be expressed to take effect immediately and, if soexpressed, has that effect.

(3) A person appointed under this section holds office for theperiod, and upon the terms and conditions, that the Ministerdetermines.

(4) An appointment under this section is effective—

(a) even if the person appointed does not hold any sharequalification required by the memorandum of associationor articles of association of the relevant institutionconcerned,

(b) whether or not he or she satisfies any other requirementfor appointment under that memorandum or thosearticles, and

(c) even if the appointment causes the number of directors ofthe relevant institution to exceed the number otherwiseauthorised.

(5) A person appointed under this section is removable fromoffice only by the Minister.

41

Pt.6 S.44

Minister’s powers inrelation toappointment ofdirectors, etc.


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Pt.6

No resolutionrequired, etc.

Certain provisionsmay be included inorders.

Directors’ duties.

42


46.—(1) No enactment or rule of law, no provision of a relevantinstitution’s memorandum of association or articles of association,no agreement and no rule or other instrument shall be taken torequire the members or directors of a relevant institution to approveby resolution (whether an ordinary, special or other resolution) thetaking of any action—

(a) by the relevant institution,

(b) by the directors of the relevant institution, or

(c) where the relevant institution is under special manage-ment, by the special manager,

which that institution is directed to take by the Minister under thisAct or by order of the Court under this Act or which is required tobe taken in order to make effective any order made or directiongiven by the Minister or the Court under this Act.

(2) Any resolution passed by the members of a relevant insti-tution the effect of which would otherwise be to prevent the takingof any action by—

(a) the relevant institution,

(b) the directors of the relevant institution, or

(c) where the relevant institution is under special manage-ment, the special manager,

which that institution is required to take by an order under this Act,or which is necessary to make effective any such order, or anyrequirement of the Minister under this Act, is of no effect.

47.—(1) There may be included in an order under this Act a pro-vision that all the powers, or any specified power, exercisable by themembers of the relevant institution concerned in a general meetingunder, as the case may be, the Companies Acts, the Building Societ-ies Act 1989 or the Credit Union Act 1997, any other enactment,the relevant institution’s memorandum of association or articles ofassociation, any agreement or any rule or other instrument, shallinstead be exercised by the Minister. Such an exercise shall be takenfor all purposes to have been that of the members.

(2) Where an order under this Act makes provision in accordancewith subsection (1), any provision of the enactments or instrumentsreferred to in that subsection which—

(a) enables or requires any matter to be done or to be decidedby a relevant institution in general meeting, or

(b) requires any matter to be decided by a resolution of thatinstitution,

shall be taken to be satisfied by a decision of the Minister notifiedin writing to that institution.

48.—(1) In the performance of their functions the directors of arelevant institution shall have a duty to have regard to the mattersmentioned in section 4(f).


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(2) The duty imposed by subsection (1)—

(a) is owed by the directors to the Minister on behalf of theState, and

(b) takes priority over any other duty of the directors to theextent of any inconsistency.

(3) The Minister may make and publish guidelines in relation tothe duty imposed by subsection (1). A director may rely on any suchguidelines in demonstrating his or her compliance with that duty.

(4) If the Minister is of the opinion that it is no longer necessaryfor this section to apply in relation to a particular relevant institution,he or she may so order.

(5) The Minister shall lay a copy of an order under subsection (4)before each House of the Oireachtas as soon as may be after theorder is made.

49.—The Minister or a nominee of the Minister shall not, byreason of any action taken under this Act, be taken to be a shadowdirector (within the meaning given by section 27(1) of the CompaniesAct 1990) nor what is known as a de facto director nor a persondischarging managerial responsibilities of a relevant institution, anyof its subsidiaries or any holding company.

50.—(1) The Minister may by notice in writing impose a require-ment on a relevant institution if the Minister is of the opinion that itis necessary to do so to secure the achievement of any of the pur-poses of this Act (including reducing the reliance of that institutionor another relevant institution on State financial support or assistingin the recapitalisation of a relevant institution, or providing necessaryprotection for the State in the context of such a recapitalisation).

(2) The requirements that may be imposed under this sectioninclude the following—

(a) to provide such information concerning the rights and liab-ilities of the relevant institution as the Minister requiresto permit the effective and efficient making of a subordi-nated liabilities order;

(b) to provide such information concerning its assets and liab-ilities as the Minister requires to permit the effective andefficient making of a transfer order;

(c) to make a specified application to a specified authority orperson on terms that the Minister specifies;

(d) to suspend for a specified period (not exceeding 6 months)a specified activity unless otherwise authorised by theMinister;

(e) to draw up or amend one or more restructuring plans toachieve the objectives of this Act and to make changesto such restructuring plans and implement the plans(including changes) within a specified timeframe;

43

Pt.6 S.48

Minister not to bedirector, etc.

Minister’s powers toimposerequirements onrelevant institutions.


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Pt.6 S.50

44


(f) to change the management of the relevant institution bytaking specified steps to restructure its executive manage-ment responsibilities (including by terminating theemployment of a specified employee), strengthen itsmanagement capacity and improve its corporategovernance;

(g) to comply with some or all of the provisions on conduct,transparency and reporting requirements set out in para-graphs 24 to 52 of the Schedule to the Credit Institutions(Financial Support) Scheme 2008 (S.I. No. 411 of 2008)and paragraph 22 of the Credit Institutions (EligibleLiabilities Guarantee) Scheme 2009 (S.I. No. 490 of2009).

(3) A relevant institution shall comply with a requirement underthis section in accordance with its terms, including any specificationas to the time by which, or period within which, the requirementshall be complied with.

(4) In complying with a requirement under this section, a relevantinstitution shall disclose in utmost good faith all matters and circum-stances in relation to that institution or a subsidiary that mightmaterially affect, or might reasonably be expected to materiallyaffect, any decision of the Minister in the performance of his or herfunctions under this Act.

(5) The Minister may direct a relevant institution that any infor-mation provided by that institution or any of its subsidiaries pursuantto a requirement under this section is to be certified as accurate andcomplete jointly by the chief executive officer and chief financialofficer of the institution.

(6) The officers and employees of a relevant institution shall com-ply with a requirement under this section and shall cause any subsidi-ary of the relevant institution to comply with the requirement(including any specification as to the time by which, or period withinwhich, the requirement shall be complied with) to the extent that therequirement applies to the subsidiary.

(7) The holding company of a relevant institution and its officersand employees shall comply with a requirement under this section inaccordance with its terms including any specification as to the timeby which, or period within which, the requirement shall be com-plied with.

(8) The obligation to comply with a requirement under thissection—

(a) does not, notwithstanding any provision of any enactmentor agreement or any rule of law, require the consent,approval or concurrence of any other person, and

(b) takes priority over any other duty or obligation to anyperson.

(9) If a relevant institution, an officer or employee of a relevantinstitution or a subsidiary or holding company of a relevant insti-tution or an officer or employee of such a subsidiary or holding com-pany does not comply with a requirement, the Minister may applyto the Court by motion on notice on affidavit for an order compellingcompliance with that requirement.


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(10) The Court may, in addition to the order compelling the rel-evant institution to comply with a requirement under this section,make any other order or direction it considers necessary in order toensure that the relevant institution complies with the requirement.

(11) Nothing in this section authorises the Minister to—

(a) make a requirement under this section that would other-wise require the making of a direction order, or

(b) place a relevant institution under special management.

PART 7

Miscellaneous

51.—(1) Nothing in this Act or in any other enactment, and norule of law, prevents the Minister, when providing a financial supportfacilitated by this Act or pursuant to any other enactment, fromimposing any terms and conditions which any other provider of fin-ancial support to the relevant institution concerned would be entitledto impose or which the Minister considers desirable to impose inorder to protect the public interest.

(2) In considering the terms and conditions to be imposed inrespect of any future financial support the Minister may, insofar asthose terms and conditions relate to bonus payments payable by therelevant institution concerned to its employees or officers, take intoaccount—

(a) the extent of the financial support already provided to therelevant institution,

(b) the benefits already received, and to be received, by therelevant institution and its officers and employees and inparticular the fact that those officers and employees havereceived or will receive the benefit of continued employ-ment with the relevant institution by reason of that finan-cial support,

(c) the fact that such bonuses are unlikely to have been paidif the State had not enabled the relevant institution tomeet its financial and regulatory obligations through theprovision of financial support, and

(d) the extent to which the circumstances giving rise to thenecessity for financial support could not have been withinthe reasonable contemplation of the relevant institutionand its officers and employees when the arrangements forbonus payments were concluded.

(3) In particular, nothing in this Act or any other enactmentprevents the Minister from imposing such terms and conditions withregard to payment or non-payment or manner of payment or suspen-sion or postponement of any performance bonuses payable by a rel-evant institution, wholly or partly in respect of, or wholly or partlyreferable to, any period during which the relevant institution ben-efited from financial support provided by the State.

45

Pt.6 S.50

Minister mayimpose certainconditions inrelation to financialsupport.


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Pt.7 S.51

Effect of CIWUDDirective.

Act, etc., to over-ride inconsistentprovisions.

Application of lawsin relation totransfers, etc., ofcredit institutions.

Orders in relationto particularrelevant institutions.

46


(4) It shall not be lawful for a relevant institution to make anypayment that would amount to a breach of such a term or condition.

(5) The provisions of this section are without prejudice to anydefences or justifications for non-payment at law, and without preju-dice to all legal entitlements the Minister has with regard to the termsand conditions he or she may impose as a condition of granting finan-cial support.

52.—Any order made under this Act that is declared to have beenmade with the intention of preserving or restoring the financial posi-tion of a credit institution is intended to have effect in accordancewith the CIWUD Directive and any law giving effect to it.

53.—The provisions of this Act, and any order made under thisAct, have effect notwithstanding anything in—

(a) the Companies Acts, the Building Societies Act 1989, theCredit Union Act 1997 or any other enactment,

(b) any other rule of law or equity,

(c) any code of practice made under an enactment,

(d) the listing rules of any regulated market or the rules ofany other market on which the shares of a relevant insti-tution may be traded from time to time,

(e) the memorandum of association and articles of associationof a relevant institution, or

(f) any agreement to which such an institution or any of itssubsidiaries is a party, is bound by, or has an interest in,

except to any extent to which this Act expressly provides otherwise.

54.—Parts 2 and 3 of the Competition Act 2002 and section 7 ofthe Act of 2008 do not apply with respect to—

(a) the issue of shares in a relevant institution to the Ministeror to a nominee of the Minister under a direction order,

(b) the appointment of a special manager to a relevantinstitution,

(c) the acquisition or disposal of an asset, or all of the assets,of a relevant institution or a liability of that institution bya special manager or under a direction order, or

(d) a transfer under a transfer order.

55.—(1) If the Minister, having consulted with the Governor, isof the opinion, in relation to a relevant institution, that the makingof an order under this section is necessary to secure the achievementof any of the following purposes:

(a) to provide the assurance required to promote the financialstability of the relevant institution concerned;


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(b) to remove or reduce the likelihood of a requirement forfurther State investment in that institution;

(c) to facilitate the return to normal operations of thatinstitution;

(d) to facilitate the return to normal operations of the bankingsector generally;

(e) to facilitate the acquisition of an interest in that institutionby a person other than the State where the Minister is ofthe opinion that such an acquisition will contribute to theachievement of any of the purposes referred to in para-graphs (a) to (d),

the Minister may by order declare that the relevant institution shallbe taken not to be a relevant institution during a period specified inthe order to the extent specified in the order, but—

(i) only for the purposes of a specified provision or provisionsof this Act,

(ii) only on fulfilment of one or more conditions specified inthe order, and

(iii) only while specified circumstances relevant to that insti-tution prevail.

(2) While an order under this section is in effect in relation to arelevant institution, the relevant institution shall, on fulfilment ofthe condition specified in the order, be taken not to be a relevantinstitution, but—

(a) only for the purposes of the specified provision or pro-visions of this Act, and

(b) only while the specified circumstances prevail.

(3) On the revocation of an order under this section, the relevantinstitution concerned again becomes a relevant institution for all thepurposes of this Act.

(4) As soon as practicable after the Minister makes an orderunder this section, he or she shall lay a copy of the order before eachHouse of the Oireachtas.

56.—(1) Where the Minister, having consulted with the Governor,is of the opinion in relation to a relevant institution that particularcircumstances exist, the Minister may express, in writing, an intentionin relation to the future exercise, in relation to that relevant insti-tution, of his or her powers under this Act.

(2) The Minister shall express an intention under this section onlyfor one or more of the purposes referred to in paragraphs (a) to (e)of section 55(1) and only if he or she is of the opinion that it is moreappropriate to do so than to make an order under that section.

(3) A expression of intention by the Minister under this section—

47

Pt.7 S.55

Expression ofintention in relationto exercise ofpowers in relationto particularrelevant institutions.


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Pt.7 S.56

Minister’s andCourt’s powersunder this Act notexclusive of otherpowers.

Minister’s power totake certainproceedings inother jurisdictions.

Proposed orders tobe kept inconfidence.

Confidentiality ofproceedings.

Effect of orders oncertain otherobligations.

48


(a) shall be addressed to such persons as the Minister con-siders appropriate, having regard to the purpose or pur-poses for which it is made, and

(b) shall be to the effect that, if specified circumstances exist,he or she does not intend to exercise the powers or aspecified power conferred by this Act in relation to aspecified relevant institution.

57.—(1) The powers of the Court under a provision of this Actare in addition to the powers of the Court under any other provisionof this Act and under any other enactment.

(2) The powers of the Minister under a provision of this Act arein addition to the powers of the Minister under any other provisionof this Act, any other enactment, the memorandum or articles ofassociation of a relevant institution or any agreement.

(3) The exercise by the Minister of a power under a provision ofthis Act does not preclude the exercise by the Minister of any otherpower of the Minister under any other provision of this Act or anyother enactment, the memorandum of association or articles ofassociation of a relevant institution or any agreement.

58.—The Minister may institute proceedings to enforce an orderunder this Act in a place outside the State.

59.—(1) A person shall not publish the fact that the Minister pro-poses to make or has made a proposed direction order, proposedspecial management order, proposed subordinated liabilities orderor proposed transfer order unless required to do so by an enactment.

(2) A person (including a relevant institution) who contravenessubsection (1) commits an offence punishable—

(a) on summary conviction by a fine not exceeding €5,000 orimprisonment for a term not exceeding 12 months orboth, or

(b) on conviction on indictment by a fine not exceeding€100,000 or imprisonment for a term not exceeding 3years or both.

(3) It is not a contravention of subsection (1) for a relevant insti-tution to disclose a fact referred to in that subsection for the purposesof obtaining professional advice.

60.—The Court may order that any application under this Act, orany part of such an application, shall be heard otherwise than inpublic or may impose restrictions with regard to the disclosure inopen court, publication or reporting of any material that might becommercially sensitive.

61.—(1) In this section “relevant agreement” means an agreementunder which the relevant institution in relation to which an orderunder this Act is made or any of its subsidiaries, its holding companyand any subsidiary of its holding company enjoys any right or interest


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or is subject to any obligation or liability (regardless of whether suchan agreement is governed by the law of the State or another place).

(2) If any consequence specified or referred to in subsection (4) inrelation to a relevant institution or any of its subsidiaries, its holdingcompany and any subsidiary of its holding company would, but forthis subsection, arise under a relevant agreement by virtue of—

(a) the enactment of this Act,

(b) the publication of the Bill for this Act, or

(c) any statement made by the Minister, the Governor or therelevant institution in relation to the Bill for this Act, thecontents of that Bill or this Act, or the use or effect ofany powers in this Act,

then, notwithstanding anything in the relevant agreement and subjectto section 62—

(i) no interest or right of any third party arises or becomesexercisable; and

(ii) no liability or obligation arises or is incurred by any thirdparty,

by virtue of that enactment, publication or statement.

(3) Where an order or requirement has been made under this Actin relation to a relevant institution, any of its subsidiaries, its holdingcompany or any subsidiary of its holding company, and a relevantagreement would (apart from this subsection) cause a consequencespecified or referred to in subsection (4) to follow by virtue of—

(a) the making of the order or requirement or any step taken(including the making of a proposed order) in prep-aration for the making of the order or requirement,

(b) an act taken or omitted to be taken by any person in com-pliance with the order or requirement,

(c) any consequences of any such act or omission,

(d) any consequence of the order or requirement, or

(e) any other thing done or authorised to be done under, orresulting from any provision of this Act,

then, notwithstanding that relevant agreement and subject tosection 62—

(i) no interest or right of any third party arises or becomesexercisable, and

(ii) no liability or obligation arises or is incurred by any thirdparty,

by virtue of any of the matters mentioned in any of paragraphs (a)to (e).

(4) The consequences referred to in subsections (2) and (3) arethe following:

49

Pt.7 S.61


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Pt.7 S.61

50


(a) the creation of an obligation or liability;

(b) the suspension or extinction (however described, andwhether in whole or in part) of a right or an obligationor the becoming subject to a right or an obligation;

(c) the termination or extinguishment of the relevant agree-ment concerned or a right or obligation under it;

(d) a right becoming exercisable to terminate or modify therelevant agreement or a right or obligation under it;

(e) an amount becoming due and payable or capable of beingdeclared due and payable or ceasing to be payable;

(f) any other change in the amount or timing of any paymentfalling to be made or due to be received by any person;

(g) a right becoming exercisable to withhold, net or set off anypayment under or in connection with the relevantagreement;

(h) the occurrence of an event giving rise to a default orbreach of a right or obligation;

(i) a right becoming exercisable not to advance any amount;

(j) an obligation arising to provide or transfer a deposit orcollateral;

(k) a right of transfer or assignment of an asset or liability;

(l) any right to enforce a guarantee, indemnity or securityinterest (however described);

(m) the triggering of any mandatory prepayment event(howsoever described);

(n) any obligation to return collateral or its equivalent;

(o) the cancellation of any obligation to advance any amountor to provide credit or a contingent instrument;

(p) legal proceedings becoming maintainable to enforce therelevant agreement;

(q) the termination or modification of an obligation to providea service or product;

(r) the accrual of any right to give or withhold any consentor approval;

(s) any event of default or breach of any right arising;

(t) any right or obligation not arising;

(u) the imposition of any condition on the relevant agreement;

(v) the imposition of any condition on any right or obligationunder the relevant agreement;


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(w) the creation of any constructive or resulting trust or otherequitable interest or equity;

(x) the accrual of any right to trace any property or to claiman equitable interest in or equity in respect of any prop-erty or to claim any breach of trust;

(y) any other right or remedy (whether or not similar in kindto those referred to in paragraphs (a) to (x)) arising orbecoming exercisable.

(5) A relevant agreement has a consequence specified in subsec-tion (4) if the substantial effect of the agreement is to produce thatconsequence, regardless of whether or not the agreement describesits consequences in the precise terms used in that subsection.

62.—(1) If the Minister is of the opinion that in a particular caseor cases the effect of section 61 is in all the circumstances undulyonerous, or causes unfairness or undue hardship, and that it is appro-priate in all the circumstances to do so, he or she may by orderprovide that, notwithstanding subsections (2) and (3) of section 61, aprovision in a relevant agreement that provides for a consequencementioned or referred to in section 61(4) has effect to the extentspecified in the order.

(2) An order under subsection (1)—

(a) may make provision in relation to the effect of a pro-vision in—

(i) a particular relevant agreement,

(ii) relevant agreements of a particular kind, or

(iii) rights held under a relevant agreement, or relevantagreements of a particular kind, by a particular per-son or a particular class of persons,

(b) in the case of an order that makes provision in relation torelevant agreements of a particular kind, may specify thekind by reference to any common characteristic of theagreements concerned, and

(c) in the case of an order that makes provision in relation torights held by a particular class of persons, may specifythe class by reference to any common characteristic ofthe persons concerned, and

(d) may be expressed to have retrospective effect to a datefalling after 13 December 2010.

(3) As soon as practicable after the Minister makes an orderunder subsection (1), he or she shall lay a copy of the order beforeeach House of the Oireachtas.

(4) If the Minister considers that an order under subsection (1)contains matter that is commercially sensitive, he or she may direct—

(a) that the obligations in relation to the order under section3(1) of the Statutory Instruments Act 1947 are to be

51

Pt.7 S.61

Limitation ofoperation of section61.


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Pt.7 S.62

Limitation ofjudicial review.

52


taken to be satisfied by the printing, sending to the insti-tutions mentioned in section 3(1)(a) of that Act, publi-cation and sale of a version of the order from which thecommercially sensitive matter is omitted, or

(b) if the preparation of such a version would be impracti-cable, or would result in the version being seriously mis-leading, that the order is exempt from the operation ofsection 3(1) of that Act.

(5) A version of an order under subsection (1) prepared in accord-ance with a direction given by the Minister under subsection (4)(a)shall indicate that matter has been omitted from the version of theorder and the general nature of that matter.

(6) A direction given by the Minister under subsection (4) shallbe published in Iris Oifigiúil as soon as practicable.

(7) Evidence of a direction given by the Minister under subsection(4) may be given by the production of a copy of Iris Oifigiúil pur-porting to contain the direction.

(8) Nothing in this Act or the Statutory Instruments Act 1947affects any obligation that arises under the Regulations of 2004 topublish, or give notice of, an order or direction under this section.

63.—(1) Leave shall not be granted for judicial review of anydecision under this Act unless—

(a) either—

(i) the application for leave to seek judicial review ismade to the Court within 14 days after the decisionis notified to the person concerned, or that personotherwise becomes aware of the decision, or

(ii) the Court is satisfied that—

(I) there are substantial reasons why the applicationwas not made within that period, and

(II) it is just, in all the circumstances, to grant leave,having regard to the interests of other affectedpersons and the public interest,

and

(b) the Court is satisfied that the application raises a substan-tial issue for that Court’s determination.

(2) The Court may make such order on the hearing of the judicialreview as it thinks fit, including an order remitting the matter backto the Minister with such directions as the Court thinks appropriateor necessary.

(3) A person is not entitled to apply for the judicial review of adecision referred to in subsection (1) if he or she was entitled toapply to have the relevant order of the Court set aside but did notdo so.


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(4) A person is not entitled to apply for the judicial review of adecision referred to in subsection (1) if he or she applied to have therelevant order of the Court set aside and that application was refusedby the Court.

64.—(1) The determination of the Court of an application forleave to apply for judicial review, or an application for judicialreview, is final and no appeal lies from the decision of the Court tothe Supreme Court in either case, except with the leave of the Court.

(2) A direction order, special management order, subordinatedliabilities order or transfer order, and an order varying such an orderor setting it aside, is final and no appeal lies from the order of theCourt to the Supreme Court except with the leave of the Court.

(3) The Court shall grant leave under subsection (1) or (2) only ifthe Court certifies that its decision involves a point of law of excep-tional public importance and that it is desirable in the public interestthat an appeal should be taken to the Supreme Court.

(4) On an appeal from a determination of the Court in respect ofan application referred to in subsection (1), or an appeal from anorder referred to in subsection (2), the Supreme Court—

(a) has jurisdiction to determine only the point of law certifiedby the Court under subsection (3), as the case may be(and to make only such order in the proceedings as fol-lows from that determination), and

(b) shall, in determining the appeal, act as expeditiously aspossible consistent with the administration of justice.

(5) This section does not apply to a determination of the Court inso far as it involves a question as to the validity of any law havingregard to the provisions of the Constitution.

65.—(1) Nothing in this Act affects the operation of—

(a) the Netting of Financial Contracts Act 1995,

(b) the European Communities (Settlement Finality) Regu-lations 2008 (S.I. No. 88 of 2008),

(c) the European Communities (Financial CollateralArrangements) Regulations 2004 (S.I. No. 1 of 2004), or

(d) regulation 30 of the Regulations of 2004,

in relation to an agreement to which a relevant institution or any ofits subsidiaries is a party.

(2) Nothing in this Act affects the operation of the Asset CoveredSecurities Act 2001.

66.—A transfer under a transfer order, and any other thing doneunder an order or requirement made under this Act (including thedissolution of a relevant institution)—

53

Pt.7 S.63

Limitation ofcertain rights ofappeal to theSupreme Court.

Application of lawsin relation tonetting agreements,etc.

Saving of legalproceedings, etc.


JA-188


Pt.7 S.66

Prohibition ofcertain securedborrowings.

Regulations.

54


(a) does not affect any legal proceedings taken, investigationundertaken, or disciplinary or enforcement action under-taken by the Bank or any other person, in respect of anymatter in existence at the time the transfer was made orother thing was done, and

(b) does not preclude the taking of any legal proceedings, orthe undertaking of any investigation, or disciplinary orenforcement action, in respect of any contravention ofan enactment or any misconduct which may have beencommitted before the transfer was made or the otherthing was done.

67.—(1) This section applies to—

(a) a local authority (within the meaning of the Local Govern-ment Act 2001), and

(b) any other person or body prescribed under subsection (5).

(2) A person or body to which this section applies shall not mort-gage, pledge or otherwise encumber its own assets or revenues tosecure any present or future indebtedness or any guarantee orindemnity given in respect of such indebtedness, without the consentof the Minister.

(3) The Minister shall not consent under subsection (2) unless heor she is satisfied that the relevant borrowing would not give rise toa breach of an obligation to the facility lenders.

(4) Where a security is granted in contravention of subsection (2)the facility lenders shall be taken to be entitled to share pari passuand pro rata in that security or encumbrance.

(5) The Minister may prescribe persons or bodies for the purposesof subsection (1)(b) by regulation.

(6) In making regulations under subsection (5), the Minister shallhave regard to the list of bodies included in General Governmentmaintained by the Central Statistics Office.

(7) In this section “facility lender” means—

(a) the International Monetary Fund,

(b) the European Financial Stabilisation Mechanism,

(c) the European Financial Stability Facility, and

(d) the lender under any bilateral loan agreement with aMember State.

68.—(1) The Minister may make regulations to do anything thatappears necessary or expedient for bringing this Act into operation.

(2) Where a provision of this Act requires or authorises the Mini-ster to make regulations, such regulations—

(a) may make different provision for different circumstancesor cases, classes or types, and


JA-189



(b) may contain such incidental, consequential or transitionalprovisions as the Minister considers necessary orexpedient.

(3) Regulations made under this section shall be laid before eachHouse of the Oireachtas as soon as may be after they are made and,if a resolution annulling them is passed by either such House withinthe next 21 days on which that House has sat after the regulationsare laid before it, the regulations shall be annulled accordingly butwithout prejudice to the validity of anything previously done underthe regulations.

69.—(1) This Act (other than sections 51 and 67) ceases to haveeffect on 31 December 2012 or a later date substituted by resolutionof both Houses of the Oireachtas.

(2) Notwithstanding the cessation in effect of this Act, any orderor requirement made under it continues to have effect according toits terms.

(3) Notwithstanding the cessation in effect of this Act in accord-ance with subsection (1), the provisions of this Act shall be taken tocontinue in effect to any extent necessary—

(a) to enforce any order or requirement continued in effectby subsection (2), and

(b) to vary, terminate or revoke any such order orrequirement.

70.—Section 7 of the Official Languages Act 2003 does not applyin relation to this Act. The text of this Act shall be made availableelectronically in each of the official languages as soon as practicableafter its enactment.

PART 8

Amendment of other enactments

71.—The Building Societies Act 1989 is amended as set out in Part1 of Schedule 1.

72.—The Central Bank Act 1942 is amended as set out in Part 2of Schedule 1.

73.—The Central Bank Act 1971 is amended as set out in Part 3of Schedule 1.

74.—The Act of 2008 is amended as set out in Part 4 of Schedule 1.

75.—The National Asset Management Agency Act 2009 isamended as set out in Part 5 of Schedule 1.

55

Pt.7 S.68

Cessation of effectof Act.

Disapplication ofsection 7 of OfficialLanguages Act2003.

Amendment ofBuilding SocietiesAct 1989.

Amendment ofCentral Bank Act1942.

Amendment ofCentral Bank Act1971.

Amendment of Actof 2008.

Amendment ofNational AssetManagementAgency Act 2009.


JA-190


Pt.8

Amendment ofNational PensionsReserve Fund Act2000.

56


76.—The National Pensions Reserve Fund Act 2000 is amendedas follows:

(a) in section 2—

(i) after the definition of “company”, insert:

“ ‘credit institution’ has the same meaning as in theCentral Bank Act 1997, but does not include IrishNationwide Building Society or Anglo Irish BankCorporation Limited;”,

(ii) in the definition of “directed investment”, paragraph(a), after “19A” insert “or 19AA”,

(iii) in the definition of “directed investment”, paragraph(c), delete “listed”, and

(iv) delete the definition of “listed credit institution”;

(b) in section 15A(5)—

(i) in the definition of “relevant acquisition”, delete“listed”, and

(ii) in the definition of “relevant transfer”, delete “listed”,

(c) in section 18—

(i) for subsection (1), substitute:

“18.—(1) There shall stand established, on theestablishment day, a fund to be known as the NationalPensions Reserve Fund, and in this Act referred to asthe “Fund”, for the purposes of—

(a) directed investments in accordance withsection 19A or 19AA,

(b) payments to the Exchequer in accordancewith section 20A, and

(c) meeting as much as possible of the cost tothe Exchequer of social welfare pensionsand public service pensions to be paidfrom the year 2025 until the year 2055, orsuch other subsequent years as may bespecified in an order under section 20(3).”;

(ii) after subsection (2A), insert:

“(2B) The Minister may, by order, provide that—

(a) the sum paid into the Fund in a relevantyear shall be less than one per cent ofGross National Product, or

(b) no sum shall be paid into the Fund in thatrelevant year or that no further instalmentshall be paid in that relevant year.


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(2C) For the purposes of subsection (2B), “relev-ant year” means each of the financial years 2012 and2013.”;

(d) in section 19A(2)(a), delete “listed”;

(e) in section 19A(2)(b), delete “listed”;

(f) after section 19A, insert:

“Direction toinvest ingovernmentsecurities, etc.

19AA.—(1) Notwithstanding section6(1)(c), the Minister may, where it appearsto him or her to be desirable to do so forthe purposes of the management of theNational Debt or the borrowing of moneyfor the Exchequer, give a direction in writ-ing to the Commission to invest, on termsand conditions specified in the direction, insecurities issued under section 54(1) of theFinance Act 1970 or securities guaranteedby the Minister.

(2) The Minister may give a direction inwriting to the Commission to hold all orpart of the assets of the Fund in such formas will facilitate investment in securitiesissued under section 54(1) of the FinanceAct 1970 or securities guaranteed by theMinister for Finance.

(3) The Commission shall comply with adirection under subsection (1) or (2).”;

(g) after section 20, insert:

“Direction tomake certainpayments toExchequer.

20A.—(1) Notwithstanding any otherprovision of this Act, the Minister may givea direction in writing to the Commission tomake a payment or payments, in any of thefinancial years 2011, 2012 and 2013, to theExchequer where it appears to him or herto be desirable to do so in the interests ofensuring the funding of capital expenditureby the Exchequer.

(2) The Minister shall lay a copy of adirection under subsection (1) before eachHouse of the Oireachtas.

(3) For the purposes of subsection (1),the Minister may give a direction in writingto the Commission to hold all or part ofthe assets of the Fund in such form as willfacilitate making a payment to theExchequer.

(4) The Commission shall comply with adirection under subsection (1) or (3).”.

57

Pt.8 S.76


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Pt.8

Amendment ofRegulations of2004.

58


77.—(1) The Regulations of 2004 are amended as set out inSchedule 2.

(2) The amendment of the Regulations of 2004 by subsection (1)and Schedule 2 does not prevent their further amendment or revo-cation by statutory instrument.


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SCHEDULE 1

Amendments of Acts

PART 1

Amendments of Building Societies Act 1989

Item Provision AmendmentAmended

1 Section 50 Insert after subsection (5):

“(5A) No person may be nominated for election as adirector of a society that has issued special investmentshares without the prior written consent of the holder ofthose shares.”.

2 Section 100, Substitute:definition of

“ ‘company’ means a company limited by shares“company”(within the meaning of the Companies Acts);”.

3 Section Substitute:101(3)(a)

“(a) state the name of the proposed company andwhether it will be a public limited company lim-ited by shares or a private company limited byshares,”.

4 Section Substitute:101(3)(k)

“(k) specify the terms of any proposed distribution ofthe funds of the society in connection with theconversion scheme,

(ka) in the case of a building society that has issuedspecial investment shares, be posted on thesociety’s website if it is proposed that the holderof such shares would pass the conversion resol-ution by written resolution, and”.

5 Section Substitute:101(5)

“(5) A conversion scheme under this section shall notbe sent to the members of the society (or, where applic-able, published on the website of the society) unless thescheme has been approved by the Central Bank as meet-ing the requirements of or under this Part.”.

6 Section After “by virtue of holding shares”, insert “(other than101(6) special investment shares)”.

7 Section After “building society”, insert “that has issued special101(8) investment shares, and a building society”.

8 Section After “by virtue of holding shares”, insert “(other than101C(8)(a) special investment shares)”.

9 Section Delete “Before”, substitute “Subject to subsection103(1) (1A), before”.

10 Section 103 After subsection (1), insert:

“(1A) Subsection (1) does not apply to a buildingsociety that has issued special investment shares whereit is proposed that the holder of those shares would passthe conversion resolution by written resolution.”.

11 Section Delete “A petition”, substitute “Subject to subsection105(1) (1A), a petition”.

59

Section 71.


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Sch.1

Section 72.

60




“(1A) Subsection (1) does not apply to a buildingsociety that has issued special investment shares whereit is proposed that the holder of those shares would passthe conversion resolution by written resolution.”.

13 Section After “as soon as may be but”, insert “(except in the106(1) case of a building society that has passed the relevant

conversion resolution as a written resolution)”.

14 Paragraphs Substitute:(a) to (c) of

“(a) every shareholding (except any holding of specialsectioninvestment shares) in and deposit with the107(1)society becomes, on conversion, a deposit of thesame amount with the successor company,

(b) on the conversion date, the business, property,rights and liabilities of the society vest in thesuccessor company, and

(c) except where the consent of the holder of specialinvestment shares has been obtained, or theterms of the special investment shares provideotherwise, the special investment shares orinvestment shares issued by the society become,on conversion, ordinary shares in the successorcompany.”.


“(1A) Any ordinary shares in the successorcompany referred to in subsection (1)(c) shall be takento have been fully paid up.”.

PART 2

Amendment of Central Bank Act 1942


1 Paragraphs Substitute:numbered

“(am) to a deposit guarantee scheme established in(am) inaccordance with Directive 94/19/EC of thesectionEuropean Parliament and of the Council of 3033AK(5)May 19942, or

(an) to a body or authority that is a competentauthority for the purposes of a Regulation of theEuropean Union or European Communities, or alaw of the State implementing such a Regulation,that imposes restrictive measures within theframework of the EU Common Foreign andSecurity Policy, or

(ao) for any purpose connected with the functions ofthe Bank, the Minister, the Governor or theHead of Financial Regulation or a specialmanager under the Credit Institutions(Stabilisation) Act 2010.”.

2O.J. No. L135, 31.5.1994, p.5.


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PART 3

Amendments of Central Bank Act 1971


1 Section After “the business to which the licence relates” insert33(1) “and all or any of the other assets and liabilities of the

transferor”.

2 Section After “order”, insert “(in this section called a “transfer33(1)(c) order”)”.

3 Paragraphs Substitute:(d) and (e)

“(d) if the Minister approves of the scheme—of section33(1)

(i) the assets and liabilities of the transferordescribed in the scheme shall betransferred under the transfer order, and

(ii) if the scheme so provides, sections 34 to 39and 42 have effect in relation to thetransfer, but only to the extent that thescheme so provides,

(e) the Minister, if the transferor and transferee sorequest—

(i) may include in the transfer order suchincidental, consequential andsupplemental provisions as he or shethinks appropriate for facilitating andimplementing the transfer and securingthat it is fully and effectively carried out,including provisions for substituting thename of the transferee for the transferoror otherwise adapting references to thetransferor in any instrument, and

(ii) may provide in the transfer order for suchtransitional matters, including the sharingof assets and other contracts, as theMinister considers appropriate,

and

(f) a transfer order takes effect notwithstanding:

(i) any duty or obligation to any person;

(ii) any provision of any enactment, rule oflaw, code of practice or agreementproviding or requiring—

(I) notice to any person, or

(II) the consent, approval or concurrenceof any person.”.


“(4) Where the Minister approves of a schemeunder subsection (1)(c) involving a transfer which, inthe Minister’s opinion, is intended to preserve orrestore the financial position of the transferor ortransferee, but which could affect the rights of thirdparties existing before the transfer—

(a) the relevant order under subsection (1) shall beexpressed as having been made with theintention of preserving or restoring the financialposition of the transferor or transferee (with thepossibility of affecting third parties’ pre-existingrights) and being intended to have effect outsideas well as inside the State,

61

Sch.1

Section 73.


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Sch.1

62



(b) sections 33A and 33B have effect in relation tothe transfer, and

(c) the Minister may dispense with the requirement insubsection (1)(b) to publish prior notice of thetransfer, and may substitute for thatrequirement a requirement to publish acontemporaneous or retrospective notice in suchplaces as the Minister may direct.”.

5 After section 33, insert:

“Effect of order under section 33(1) on certain otherrights.

33A.—(1) This section and section 33B apply onlywhere an order under section 33(1) provides that theyshall have effect.

(2) In this section ‘relevant agreement’ means anagreement, arrangement, undertaking, scheme, licence,security, obligation or other instrument, or an oralcontract, that a transferor or transferee (or any of thetransferor or transferee’s subsidiaries, holdingcompanies and any subsidiaries of their holdingcompanies (with the respective meanings given bysection 155 of the Companies Act 1963)) is a party to,is bound by or has an interest in (regardless of whethergoverned by the law of the State or that of any otherplace).

(3) Any provision in a relevant agreement thatwould (apart from this subsection) cause any of theconsequences specified in subsection (4) to follow byvirtue of—

(a) the amendment of this Act by the CreditInstitutions (Stabilisation) Act 2010,

(b) the publication of the Bill for that Act,

(c) the making of an order under section 33(1) or anystep taken in preparation for the making of suchan order,

(d) an act done or omitted to be done in compliancewith such an order,

(e) any consequences of such an act or omission,

(f) any consequence of a transfer expressed as set outin section 33(4),

(g) any other thing done or authorised to be doneunder, under or resulting from any provision ofthis Act,

is of no effect, and—

(i) no interest or right of any third party arises orbecomes exercisable, and

(ii) no liability or obligation arises or is incurred byany third party,

without the express consent of the Minister, except toany extent to which the Minister provides otherwise byorder under section 33B.

(4) The consequences referred to in subsection (3)are the following:

(a) the creation of an obligation or liability;


JA-197




(b) the suspension or extinction (however described,and whether in whole or in part) of a right or anobligation or the becoming subject to a right oran obligation;

(c) the termination or extinguishment of the relevantagreement concerned or a right or obligationunder it;

(d) a right becoming exercisable to terminate ormodify the relevant agreement or a right orobligation under it;

(e) an amount becoming due and payable or capableof being declared due and payable or ceasing tobe payable;

(f) any other change in the amount or timing of anypayment falling to be made or due to bereceived by any person;

(g) a right becoming exercisable to withhold, net orset off any payment under or in connection withthe relevant agreement;

(h) the occurrence of an event giving rise to a defaultor breach of a right or obligation;

(i) a right becoming exercisable not to advance anyamount;

(j) an obligation arising to provide or transfer adeposit or collateral;

(k) a right of transfer or assignment of an asset orliability;

(l) any right to enforce a guarantee, indemnity orsecurity interest (however described);

(m) the triggering of any mandatory prepaymentevent (howsoever described);

(n) any obligation to return collateral or itsequivalent;

(o) the cancellation of any obligation to advance anyamount or to provide credit or a contingentinstrument;

(p) legal proceedings becoming maintainable toenforce the relevant agreement;

(q) the termination or modification of an obligationto provide a service or product;

(r) the accrual of any right to give or withhold anyconsent or approval;

(s) any event of default or breach of any right arising;

(t) any right or obligation not arising;

(u) the imposition of any condition on the relevantagreement;

(v) the imposition of any condition on any right orobligation under the relevant agreement;

(w) the creation of any constructive or resulting trustor other equitable interest or equity;

63

Sch.1


JA-198


Sch.1

64



(x) the accrual of any right to trace any property orto claim an equitable interest in or equity inrespect of any property or to claim any breachof trust;

(y) any other right or remedy (whether or not similarin kind to those referred to in paragraphs (a) to(x)) arising or becoming exercisable.

Minister’s power to modify application of section 33A.33B.—(1) In this section ‘relevant agreement’ has

the same meaning as in section 33A.

(2) If the Minister is of the opinion that in aparticular case or cases the effect of section 33A is inall the circumstances unduly onerous, or causesunfairness or undue hardship, and that it is appropriatein all the circumstances to do so, he or she may byorder provide that, notwithstanding anything in thatsection, a provision in a relevant agreement thatprovides for a consequence mentioned or referred to insection 33A(4) has effect to the extent specified in theorder.

(3) An order under subsection (2)—

(a) may make provision in relation to the effect of aprovision in—

(i) a particular relevant agreement,

(ii) relevant agreements of a particular kind, or

(iii) rights held under a relevant agreement, orrelevant agreements of a particular kind,by a particular person or a particularclass of persons,

(b) in the case of an order that makes provision inrelation to relevant agreements of a particularkind, may specify the kind by reference to anycommon characteristic of the instrumentsconcerned,

(c) in the case of an order that makes provision inrelation to rights held by a particular class ofpersons, may specify the class by reference toany common characteristic of the personsconcerned, and

(d) may be expressed to have retrospective effect to adate falling after 13 December 2010.

(4) If the Minister considers that an order undersubsection (2) contains matter that is commerciallysensitive, he or she may direct—

(a) that the obligations in relation to the order undersection 3(1) of the Statutory Instruments Act1947 are to be taken to be satisfied by theprinting, sending to the institutions mentioned insection 3(1)(a) of that Act, publication and saleof a version of the order from which thecommercially sensitive matter is omitted, or

(b) if the preparation of such a version would beimpracticable, or would result in the versionbeing seriously misleading, that the order isexempt from the operation of section 3(1) ofthat Act.


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(5) A version of an order prepared in accordancewith a direction given by the Minister under subsection(4)(a) shall indicate that matter has been omitted fromthe version of the order and the general nature of thatmatter.

(6) A direction given by the Minister undersubsection (4) shall be published in Iris Oifigiúil assoon as practicable.

(7) Evidence of a direction given by the Ministerunder subsection (4) may be given by the productionof a copy of Iris Oifigiúil purporting to contain thedirection.”.

6 Section 34 After “State”, insert “(or, where the relevant transferorder under section 33(1) so provides, inside andoutside the State)”.

7 After section 34, insert:

“Transfer of property.34A.—All contracts, agreements, conveyances,

mortgages, deeds, leases, licences, undertakings, noticesand other instruments, (whether or not in writing)entered into by, made with, given to or by, oraddressed to the transferor (whether alone or withanother person) relating to assets comprising realproperty or personal property (including choses inaction) transferred are, to the extent that they werepreviously binding on and enforceable by, against or infavour of the transferor, binding on and enforceableby, against, or in favour of the transferee as fully andeffectually in every respect as if the transferee hadbeen the person by whom they were entered into, withwhom they were made, or to or by whom they weregiven or addressed (as the case may be).”.

8 Section 35 After “transferor” (second occurring), insert: “(whetherinside or outside the State)”.

9 Section 36 After “in relation to” (first occurring), insert “anyproperty transferred in accordance with or by virtue ofthe provisions of section 34A or”.

10 Section 37 After “State”, insert “(or, where the relevant transferorder under section 33(1) so provides, inside andoutside the State)”.

11 Section Delete “Any officer”, substitute “Subject to subsection38(1) (5A), any officer”.

12 Section Delete “Every such officer”, substitute “Subject to38(2) subsection (5A), every such officer”.

13 Section Delete “Any benefit”, substitute “Subject to subsection38(3) (5A), any benefit”.

14 Section Delete “Service or employment”, substitute “Subject to38(4) subsection (5A), service or employment”.

15 Section Delete “the order under section 33 of this Act”,38(5) substitute “an order under section 33 (other than an

order referred to in subsection (4) of that section)”.

16 After section 38(5), insert:

“(5A) This section does not apply in relation to atransfer of the undertaking of a bank under an orderunder section 33(1) that is expressed as set out insection 33(4).”.

65

Sch.1


JA-200


Sch.1

Section 74.

66


PART 4

Amendments of Act of 2008


1 Section 6(1) Substitute:

“6.—(1) As and from the relevant date, and inaccordance with this section, the Minister may providefinancial support directly or indirectly to any current orformer credit institution or current or former subsidiaryof a credit institution or former credit institution whichthe Minister may specify by order having regard to—

(a) the matters set out in section 2,

(b) the extent and nature of the obligations (includingthe degree of control over possible abuse of thefinancial support) undertaken and which mightbe undertaken in the future, and

(c) the resources available to him or her for thatpurpose.

(1A) For the purposes of this section, the provisionof indirect financial support includes the provision offinancial support to a person (in particular, a companywhose objects include the provision of such financialsupport) in connection with financial support providedor to be provided by that person to—

(a) a credit institution or former credit institution orcurrent or former subsidiary of a creditinstitution or former credit institution, or

(b) credit institutions (including former creditinstitutions and current or former subsidiaries ofcredit institutions or former credit institutions)generally.

(1B) The Minister may establish a companyincorporated under the Companies Acts whose objectsinclude the provision of financial support or operatingas a parent undertaking of one or more creditinstitutions to whom the Minister has provided financialsupport.”.

2 Section 6(2) Delete.

3 Section Delete.6(3B)

4 After subsection (4), insert:

“(4A) Where financial support is to be providedpursuant to a scheme under subsection (4), the Ministermay, at the Minister’s discretion, specify by order aperiod or periods during which credit institutions mayincur borrowings, liabilities and obligations in respect ofwhich financial support may be provided.”.

5 Section Substitute:6(20)

“(20) In the event of there being any doubt oruncertainty over whether financial support provided orproposed to be provided to a current or former creditinstitution or current or former subsidiary of a creditinstitution or former credit institution may be providedunder this section, the Minister may determine thematter. The Minister’s determination is conclusive.”.


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PART 5

Amendment of National Asset Management Agency Act 2009



“(2A) On an appeal from a determination of theCourt in respect of an application referred to insubsection (1), the Supreme Court—

(a) has jurisdiction to determine only the point of lawcertified by the Court under subsection (2), andto make only such order in the proceedings asfollows from that determination, and

(b) shall, in determining the appeal, act asexpeditiously as possible consistent with theadministration of justice.”.

67

Sch.1

Section 75.


JA-202


Section 77.

68


SCHEDULE 2

Amendments of Regulations of 2004


1 Regulation Insert after sub-subparagraph (i):2(1), definition

“(ia) in relation to the making of an order underofsection 33(1) of the Central Bank Act 1971“administrative(No. 24 of 1971) that is expressed as set out inauthority”,section 33(4) of that Act, the Minister forsubparagraphFinance, or”.(a)

2 Regulation Insert after subparagraph (h):2(1), definition

“(i) a subordinated liabilities order (within theofmeaning given by the Credit Institutions“reorganisation(Stabilisation) Act 2010 (No. – of 2010));measure”

(j) a direction order, special management order ortransfer order (within the respective meaningsgiven by that Act) that contains a declarationthat it or part of it is made with the intentionof preserving or restoring the financial positionof the relevant institution;

(k) an order under section 33(1) of the CentralBank Act 1971 (No. 24 of 1971) that isexpressed as set out in section 33(4) of thatAct.”.

3 Regulation Substitute:2(2)

“(2) In relation to the reorganisation or windingup of an authorised credit institution, any of thefollowing enactments that is relevant to the institutionin the particular context is a relevant applicableenactment for the purposes of these Regulations:

(a) the Companies Acts;

(b) the Central Bank Acts;

(c) the Trustee Savings Banks Act 1989 (No. 21 of1989);

(d) the Building Societies Act 1989 (No. 17 of 1989);

(e) the Asset Covered Securities Act 2001 (No. 47of 2001);

(f) the Credit Institutions (Stabilisation) Act 2010(No. 36 of 2010).”.


JA-203


Exhibit E


JA-204



TUESDAY THE 8 TO DAY OF FEBRUARY 2011

BEFORE MR JUSTICE MCGOVERN

THE HIGH COURT

2011 No. 28 MCA

IN THE MATTER OF ANGLO IRISH BANK CORPORATION LIMITED

AND

IN THE MATTER OF THE CREDIT INSTITUTIONS (STABILISATION)

ACT 2010

AND

IN THE MATTER OF AN APPLICATION BY THE MINISTER FOR

FINANCE FOR A DIRECTION ORDER IN RELATION TO ANGLO IRISH

BANK CORPORATION LIMITED PURSUANT TO SECTION 9 OF THE

CREDIT INSTITUTIONS (STABILISATION) ACT 2010 AND ANCILLARY

ORDERS

The ex parte application of the Minister for Finance (the

"Applicant") for a Direction Order pursuant to Section 9 of the Credit Institutions

(Stabilisation) Act 2010 (the "Act") along with related reliefs including an

application under Section 60 of the Act for restrictions with regard to the disclosure

in open Court publication or reporting of material which is commercially sensitive

coming before this Honourable Court this day in the presence of Counsel for the

Applicant Counsel for the Irish Times and Counsel for RTf:

And on application by Counsel for the Applicant for an order

prohibiting publication of this application pending the making of a Direction Order

pursuant to Section 9 of the Act

And on hearing said Counsel for the Applicant and Counsel for the

Irish Times

JA-205



THE HIGH COURT

2011 No. 28 MCA


AND


ACT 2010

AND





ORDERS












Irish Times



THE HIGH COURT

2011 No. 28 MCA


AND


ACT 2010

AND





ORDERS












Irish Times



THE HIGH COURT

The Court doth so order

Whereas and on reading the Affidavit of Ann Nolan sworn on 7th

February 2011 and the exhibits thereto and on hearing what was offered by Counsel

for the Applicant

IT IS ORDERED that the Applicant be granted the following reliefs

A Direction Order pursuant to Section 9 of the Act:

1. Directing Anglo Irish Bank Corporation Limited ("Anglo") to take the

following steps in connection with an auction process (the "Auction") to be

operated by the National Treasury Management Agency (the "NTMA") in

respect of the transfer of certain of Anglo's deposits and assets (the

"Transfer"):

1.1 Issue a process letter in respect of the Auction (which will be

substantially in the form of the draft attached at Appendix 1 to the

Proposed Direction Order made by the Applicant on 6 February 2011

(the "Proposed Direction Order"» to each person who has by 7

February 2011 signed and returned a non-disclosure agreement in

respect of the Auction to Anglo, no later than 24 hours from the date

on which this Direction Order takes effect.

1.2 Establish and provide access to an electronic data-room to each

person who has signed and returned a process letter referred to in

paragraph 1.1 (a "Bidder") no later than 24 hours after receipt of such

signed process letter from the relevant Bidder.

1.3 Provide such information to a Bidder as is required pursuant to the

terms of the process letter signed by that Bidder.

JA-206

THE HIGH COURT




for the Applicant







"Transfer"):














THE HIGH COURT




for the Applicant







"Transfer"):
















THE HIGH COURT

1.4 Throughout the period of the Auction, immediately on being required

to do so by the NTMA, provide the NTMA with all such financial

and commercial information as would enable the NTMA to assess the

bids of each Bidder.

1.5 Advise during the period of the Auction those contractual

counterparties and service providers as are approved in advance by

the NTMA of the fact of the existence of the Auction process and of

the fact and terms of the intended Transfer.

1.6 Advise during the period of the Auction such of the following

regulatory and tax authorities as are notified in advance by Anglo to

theNTMA:

(a) Central Bank ofIreland;

(b) the UK Financial Services Authority;

(c) the Isle of Man Financial Services Commission;

(d) the US Federal Reserve;

(e) the Revenue Commissioners;

(f) the United Kingdom Revenue Commissioners; and

(g) the Internal Revenue Service of United States of America,

of the fact of the existence of the Auction process and of the fact and

terms of the intended Transfer.

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theNTMA:










THE HIGH COURT











theNTMA:












THE HIGH COURT

I. 7 Execute a transfer support agreement in connection with the Transfer

with the successful Bidder within 24 hours of being instructed to do

so by the NTMA, such transfer support agreement to be substantially

in the form of the draft attached at Appendix 2 to the Proposed

Direction Order, subject to any modifications that are required to give

effect to the terms agreed with the successful bidder.

Directing Anglo to take the following steps (and to procure that its affiliated

companies do likewise) pursuant to the Joint EC Restructuring and Work

Out Plan for Anglo and Irish Nationwide Building Society ("!NBS") (the

"Restructuring Plan") submitted on 31 January 2011 to the European

Commission (and any variations to the Restructuring Plan as directed and

approved by the European Commission):

2.1 Reduce (whether by disposal, non-renewal or otherwise) its net

lending to customers so that the net commercial loan book of Anglo

loans will not exceed forecasts derived from the Restructuring Plan

(which forecasts were attached at Appendix 3 to the Proposed

Direction Order) by more than 5% excluding currency movements in

any single year for the financial periods ending 31 December 2011

and 31 December 2012.

2.2 Formulate a detailed steps plan for the rationalisation including,

where appropriate, closure of Anglo's offices in the UK and its

branches in Vienna, Dusseldorf and Jersey and deliver it to the

NTMA no later than 31 March 20 II.

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THE HIGH COURT























NTMA no later than 31 March 2011.

THE HIGH COURT























NTMA no later than 31 March 2011.



THE HIGH COURT

2.3 Formulate a detailed steps plan for the disposal of Anglo's Wealth

Management business and deliver it to the NTMA no later than 31

March 2011.

2.4 Transfer the remaining eligible loan assets as defined in the National

Asset Management Agency Act 2009 to the National Asset

Management Agency ("NAMA") by the later of 31 December 2011

or the date of completion of any ongoing litigation which is delaying

the transfer of any such loans, whichever is the later.

2.5 In conjunction with INBS formulate a detailed steps plan for the

acquisition of and/or merger with INBS and deliver it to the NTMA

no later than 31 March 2011.

3. Directing that the reliefs sought at paragraph 1 have immediate effect

pursuant to Section 9(8) of the Act;

Declaring pursuant to Section 9(3) of the Act that the Direction Order made

by this Honourable Court is a reorganisation measure for the purposes of

Directive 2001l24/EC of the European Parliament and of the Council of 4

April 2001;

An Order pursuant to Section 60 of the Act directing that there be no

disclosure in open Court, publication or reporting of paragraph 21.4 or of

those parts of paragraphs 22,51,52,55,81,89.1,89.5,89.7,90,91 and 95

of the Affidavit of Ann Nolan sworn 7 February 2011 which are highlighted

in yellow in that Affidavit, or of Appendices 1, 2 and 3 to the Proposed

Direction Order contained in Exhibit AN2, the document appearing at

Section B of AN4, AN7, AN9, ANlO, ANI 1, Appendices 1,2 and 3 to the

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THE HIGH COURT



March 2011.














April 2001;








THE HIGH COURT



March 2011.














April 2001;










THE HIGH COURT

draft Proposed Direction Order contained in Exhibit ANI2, the non-redacted

letter from the Governor of the Central Bank dated 4 February 2011 and the

Central Bank Report contained in Exhibit ANI2 and Appendices 1,2 and 3

to the draft Proposed Direction Order contained in ANI4.

David J. O'Hagan, Chief State Solicitor, Solicitor for the Applicant, Osmond House Little Ship St. Dublin 8.

MARY KELLY REGISTRAR 8th FEBRUARY 2011

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Central Bank Report contained in Exhibit AN 12 and Appendices I, 2 and 3




THE HIGH COURT



Central Bank Report contained in Exhibit AN 12 and Appendices I, 2 and 3





Exhibit F


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Rating Action: Moody's downgrades unguaranteed senior unsecured debt of Irish banks

Global Credit Research - 11 Feb 2011

Deposit ratings placed on review for possible downgrade

London, 11 February 2011 -- Moody's Investors Service has downgraded today the unguaranteed senior unsecured debt ratings of six Irishbanks and kept them under review for further possible downgrade. The deposit ratings of these banks have also been placed under review fordowngrade. The actions follow recent government statements that call into question the government's willingness to provide additional supportto the banks beyond that which has already been provided to date, and reflect the increasing risk of some type of burden-sharing with seniorcreditors. Moody's rating actions are summarised as follows:

• The unguaranteed senior unsecured debt ratings of the following banks have been downgraded: Bank of Ireland (BoI) to Ba1/Not-Prime fromBaa2/P-2; Allied Irish Banks (AIB) to Ba2 from Baa3; EBS Building Society (EBS) and Irish Life & Permanent (IL&P) to Ba2/Not-Prime fromBaa3/P-3; Anglo Irish Bank (Anglo Irish) and Irish Nationwide Building Society (INBS) to Caa1 from Ba3. In addition, the long-term unguaranteedsenior unsecured debt ratings of these banks have been placed on review for further possible downgrade.

• The bank deposit ratings of these six banks (Baa2/P-2 for BoI and Baa3/P-3 for AIB, EBS, IL&P, Anglo Irish and INBS), as well as ICS BuildingSociety (Baa3/P-3), have been placed on review for possible downgrade.

• The senior unsecured and bank deposit ratings of KBC Bank Ireland (KBCI) have been downgraded to Baa3/P-3 from Baa2/P-2. The outlookis negative, in line with that on KBC Bank N.V.

• There is no rating impact on the stand-alone bank financial strength ratings (BFSRs), subordinated and tier 1 debt ratings, and government-guaranteed debt ratings; there is also no impact on the ratings of Bank of Ireland (UK) plc, the UK based subsidiary of Bank of Ireland.

• Moody's will communicate separately on the impact of these rating actions on the Covered Bond ratings for AIB Mortgage Bank, Anglo IrishBank and Anglo Irish Mortgage Bank, Bank of Ireland Mortgage Bank, EBS Mortgage Finance, as well as the Mortgage Backed PromissoryNotes ratings for Bank of Ireland Mortgage Bank and KBC Bank Ireland.

RATING RATIONALE FOR SENIOR DEBT DOWNGRADE AND REVIEW

Moody's rating actions today reflect a reduction in its systemic support assumptions for the domestic Irish banks. In line with the Irishgovernment's very supportive policy to date, Moody's has until now assumed a high degree of systemic support for the banks' senior unsecureddebt and deposits, as a result of which the corresponding ratings have enjoyed three to four notches of uplift from the standalone ratings. Irishgovernmental policy has included debt guarantees, capital support (including the up to EUR10 billion as announced with the EU/IMF supportpackage), and the establishment of the National Asset Management Agency (NAMA) to acquire the land and development loans from fivedomestic banking institutions. In addition, as a further part of the EU/IMF support package, a EUR25 billion contingency fund was established tofurther support the banks.

Nevertheless, this supportive policy has been brought into question over the past days, in statements from both the leading opposition party andthe incumbent finance minister. While some of these statements may reflect the current pre-election debate, Moody's is increasingly concernedthat they represent a growing underlying threat for senior creditors from two directions. First, Moody's notes that the Irish government'swillingness to provide support beyond what has been committed to date has become far less certain and more difficult to predict, resulting in asignificant lowering of our support assumptions for all domestic Irish banks, and the subsequent downgrades of the unguaranteed seniorunsecured debt ratings. The announcement late on Wednesday in which the current government decided to postpone the previously agreedcapital increases to after the general election adds to these concerns.

Second, given the huge fiscal burden faced by Irish taxpayers as a direct result of problems in the banking sector and banks' subsequentbailout by the government, in Moody's view there is an increasing risk that this burden could be shared not only by subordinated creditors, but bysenior creditors, most likely through distressed exchanges. As a result, Moody's has placed the unguaranteed senior unsecured debt ratings ofthe domestic banks on review for possible downgrade, in order to assess the new government's stance towards senior creditors. Should therisk for senior creditors increase significantly, the banks' unguaranteed senior unsecured debt ratings would likely face further multi-notchdowngrades.

Commenting on the lower support assumptions, Moody's stated that the four institutions viewed as going concerns by the authorities -- AIB, BoI,EBS, and IL&P -- now benefit from one notch of systemic support uplift from their standalone ratings (currently mapped to Ba2 for BoI and Ba3for the other three institutions), resulting in unguaranteed senior unsecured debt ratings of Ba1 for BoI and Ba2 for AIB, EBS, and IL&P. Moody'scontinues to view these four institutions as more systemically important for the Irish government, as evidenced by the substantial support theyhave received over the past two years. The ratings also incorporate the support provided through the EU/IMF package, as well as the apparentpressure at the European level to continue supporting senior debt obligations for fear of contagion beyond Ireland. However, in the case of AngloIrish and INBS, Moody's has now withdrawn all its assumptions of systemic support from the banks' unguaranteed senior unsecured debtratings, leading to a downgrade to Caa1 from Ba3. This reflects the much lower systemic importance of these two institutions, reflected in thisweek's decision to commence the auction of their deposits and wind down of their remaining assets over the longer term.

REVIEW FOR POSSIBLE DOWNGRADE ON DEPOSIT RATINGS

The review for possible downgrade of the deposit ratings (currently Baa2/P-2 at BoI and Baa3/P-3 at AIB, Anglo Irish, EBS, IL&P, ICS and INBS)will focus on potential support for this creditor class under a new government and whether this is higher than that for senior unsecured debt.The Baa3/P-3 deposit ratings of Anglo Irish and INBS reflect the recent announcement that the deposits of the two institutions are to be sold toother banks in the system, the lowest of which are now rated Baa3/P-3 (and are on review for possible downgrade).

DOWNGRADE OF KBC BANK IRELAND


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As a result of the reducing support for the banking system, Moody's has removed the assumption of systemic support that was incorporatedinto the ratings of KBCI. As a result, the bank's senior debt and deposit ratings have been downgraded to Baa3/P-3 from Baa2/P-2. At the Baa3rating level, this continues to incorporate a very high level of support from the bank's parent, Belgium's KBC Bank N.V., resulting in threenotches of uplift from the bank's D- BFSR (mapped to Ba3 on the long-term scale). The rating outlook is negative, in line with the negativeoutlook on KBC Bank N.V.

OTHER BANKS ARE UNAFFECTED BY TODAY'S ACTIONS

The ratings of the other Irish banks are unaffected by today's rating actions, as any rating uplift in their deposit and senior debt ratings stems notfrom an assumption of government support but from parental support. These banks include Ulster Bank Ireland (A2, negative; D-/Ba3 negative);Zurich Bank (A1, review for possible upgrade; D-/Ba3 negative); and Hewlett Packard International Bank (A2, stable; C-/Baa1 stable).

TODAY'S BANK RATING ACTIONS ARE AS FOLLOWS:

• Allied Irish Banks: Long-term senior unsecured debt rating downgraded to Ba2 from Baa3 and placed on review for possible downgrade;Baa3/P-3 bank deposit ratings placed on review for possible downgrade.

• Anglo Irish Bank: Long-term senior unsecured debt ratings downgraded to Caa1 from Ba3 and placed on review for possible downgrade;Baa3/P-3 bank deposit ratings placed on review for possible downgrade.

• Bank of Ireland: Senior unsecured debt ratings downgraded to Ba1/Not-Prime from Baa2/P-2 and placed on review for possible downgrade;Baa2/P-2 bank deposit ratings placed on review for possible downgrade.

• EBS Building Society: Senior unsecured debt ratings downgraded to Ba2/Not-Prime from Baa3/P-3 and placed on review for possibledowngrade; Baa3/P-3 bank deposit ratings placed on review for possible downgrade.

• Irish Life & Permanent: Senior unsecured debt ratings downgraded to Ba2/Not-Prime from Baa3/P-3 and placed on review for possibledowngrade; Baa3/P-3 bank deposit ratings placed on review for possible downgrade.

• ICS Building Society: Baa3/P-3 bank deposit ratings placed on review for possible downgrade.

• Irish Nationwide Building Society: Long-term senior unsecured debt ratings downgraded to Caa1 from Ba3 and placed on review for possibledowngrade; Baa3/P-3 bank deposit ratings placed on review for possible downgrade.

• KBC Bank Ireland: Long-term senior unsecured debt ratings and bank deposit ratings downgraded to Baa3/P-3 from Baa2/P-2. The outlook onthese ratings remains negative.

The principal methodologies used in these rating actions were "Bank Financial Strength Ratings: Global Methodology" (February 2007) and"Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology" (March 2007).

REGULATORY DISCLOSURES

Information sources used to prepare the credit ratings are the following: parties involved in the ratings, public information, and confidential andproprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information available on the issuers or obligations satisfactory for the purposes ofmaintaining credit ratings.

The ratings have been disclosed to the rated entities or their designated agents and issued with no amendment resulting from that disclosure.

Moody's Investors Service may have provided Ancillary or Other Permissible Service(s) to the rated entity or its related third parties within thethree years preceding the Credit Rating Action. Please see the ratings disclosure page www.moodys.com/disclosures on our website forfurther information.

Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sourcesMoody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot inevery instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fullydigitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliableand accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com forfurther information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning ofeach rating category and the definition of default and recovery.

LondonRoss AbercrombyVice President - Senior AnalystFinancial Institutions GroupMoody's Investors Service Ltd.JOURNALISTS: 44 20 7772 5456SUBSCRIBERS: 44 20 7772 5454

LondonJohannes Wassenberg


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MD - BankingFinancial Institutions GroupMoody's Investors Service Ltd.JOURNALISTS: 44 20 7772 5456SUBSCRIBERS: 44 20 7772 5454

Moody's Investors Service Ltd.One Canada SquareCanary WharfLondon E14 5FAUnited KingdomJOURNALISTS: 44 20 7772 5456SUBSCRIBERS: 44 20 7772 5454

© 2011 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ARE MOODY'S INVESTORS SERVICE, INC.'S ("MIS") CURRENT OPINIONS OF THERELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKESECURITIES. MIS DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITSCONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSSIN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUTNOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARENOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTEINVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS ARE NOT RECOMMENDATIONS TOPURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. CREDIT RATINGS DO NOT COMMENT ON THESUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MIS ISSUES ITS CREDIT RATINGSWITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDYAND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, ORSALE.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO,COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED,REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD,OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM ORMANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTENCONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate andreliable. Because of the possibility of human or mechanical error as well as other factors, however, all informationcontained herein is provided "AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so thatthe information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to bereliable, including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor andcannot in every instance independently verify or validate information received in the rating process. Under nocircumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in partcaused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency withinor outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with theprocurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any suchinformation, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever(including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages,resulting from the use of or inability to use, any such information. The ratings, financial reporting analysis, projections,and other observations, if any, constituting part of the information contained herein are, and must be construed solelyas, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities.Each user of the information contained herein must make its own study and evaluation of each security it mayconsider purchasing, holding or selling. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY,TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANYSUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM ORMANNER WHATSOEVER.

MIS, a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that mostissuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) andpreferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for appraisal and ratingservices rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policiesand procedures to address the independence of MIS's ratings and rating processes. Information regarding certainaffiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MISand have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually atwww.moodys.com under the heading "Shareholder Relations — Corporate Governance — Director and ShareholderAffiliation Policy."


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http://www.moodys.com/

Any publication into Australia of this document is by MOODY'S affiliate, Moody's Investors Service Pty Limited ABN 61003 399 657, which holds Australian Financial Services License no. 336969. This document is intended to be providedonly to "wholesale clients" within the meaning of section 761G of the Corporations Act 2001. By continuing to accessthis document from within Australia, you represent to MOODY'S that you are, or are accessing the document as arepresentative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectlydisseminate this document or its contents to "retail clients" within the meaning of section 761G of the CorporationsAct 2001.

Notwithstanding the foregoing, credit ratings assigned on and after October 1, 2010 by Moody's Japan K.K. (“MJKK”)are MJKK's current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-likesecurities. In such a case, “MIS” in the foregoing statements shall be deemed to be replaced with “MJKK”. MJKK is awholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly owned by Moody’sOverseas Holdings Inc., a wholly-owned subsidiary of MCO.

This credit rating is an opinion as to the creditworthiness or a debt obligation of the issuer, not on the equity securitiesof the issuer or any form of security that is available to retail investors. It would be dangerous for retail investors tomake any investment decision based on this credit rating. If in doubt you should contact your financial or otherprofessional adviser.


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Exhibit G


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Interim ReportSix months ended 30 June 2010


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Contents

Forward looking statements & Contacts 2

Economic backdrop 3

Chairman’s statement 4

Group Chief Executive’s review 6

Business review 10

Principal risks and uncertainties 19

Statement of Directors’ responsibilities 23

Consolidated income statement 24

Consolidated statement of comprehensive income 25

Consolidated statement of financial position 26

Consolidated statement of changes in equity 27

Consolidated statement of cash flows 30

Notes to the interim financial statements 32

Independent review report 80

ANGLO IRISH BANK Interim Report 2010

1


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Forward looking statements

This report contains certain forward looking statements with respect to the financial condition, results of operations and businesses of Anglo Irish Bank Corporation Limited. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements. The statements are based on current expected market and economic conditions, the existing regulatory environment and interpretations of IFRS applicable to past, current and future periods. Nothing in this report should be construed as a profit forecast.

Contacts For further information, please contact: Ireland: Billy Murphy / Anne-Marie Curran Drury Communications Tel: +353 1 260 5000 United Kingdom: Jeremy Carey / John West Tavistock Communications Tel: +44 207 920 3150 United States: Billy Murphy / Anne-Marie Curran Drury Communications Tel: +353 1 260 5000 This document constitutes the interim management report required by Regulation 6 of the Transparency (Directive 2004/109/EC) Regulations 2007. It can also be found on the Group's website: www.angloirishbank.com.


2


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Economic backdrop

Property markets Sovereign yieldsProperty prices in developed markets are significantly below their 2006/07 peaks (indices rebased to 100). Commercial property prices in Ireland continued to fall, dropping by a further 5% in the first six months of 2010.

The spread of Irish Government bonds over their German equivalents rose dramatically in April and May as worries over the Greek fiscal position intensified. Investors continue to seek safety in German Bunds.

Employment in construction Stock marketsThe numbers employed in construction in Ireland fell further in 2010 as the industry continues to contract.

The ISEQ slightly outperformed the FTSE Eurofirst in the period though both indices posted losses in the first six months (indices rebased to 1000).

Trade surplus Currency marketsThe Irish seasonally adjusted monthly trade surplus picked up in the first half of the year. This was due to increased exports while imports remained low.

The euro weakened significantly over the period and touched its lowest level since 2006 versus the dollar.

Irish trade surplus

1,200

1,800

2,400

3,000

3,600

4,200

Dec 04 Dec 05 Dec 06 Dec 07 Dec 08 Dec 09

Irish trade surplus €m

Yield

1.20

1.60

2.00

2.40

2.80

3.20

Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10

Ireland Vs Germany 10 yr

Index

800

900

1,000

1,100

1,200

Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10

ISEQ FTSE E300

Currency

0.8

0.9

1

1.1

1.2

1.3

1.4

1.5

Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10EUR/USD EUR/GBP

Construction employment

120

160

200

240

280


Employment in construction '000

Property price index

60

80

100

120

140

160


Ireland IPD All Property UK IPD All PropertyUS Commercial Property


3


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Chairman’s statement

Introduction This is my first statement to you as Chairman and it comes at the end of what has been another very challenging period for both the Bank and the wider economy. I am acutely aware of the Board’s mandate to run the Bank in the public interest and in a manner that minimises the cost to the taxpayer. Everything that we do is with that objective in mind and it is the overriding priority of all parties involved. The severe contraction in the Irish property market, rising unemployment and weak consumer demand which characterised 2009 continued to influence asset prices and impairment charges into the first half of 2010, culminating in the reporting of a pre-tax loss of €8.2bn. In addition, international funding markets were stressed during the period, which impacted the Bank’s funding and liquidity position. In this regard, the Bank is reliant on the ongoing support of its Shareholder and monetary authorities, with funding of €26.3bn borrowed from central banks as at 30 June 2010. Further analysis of these results is set out in the Group Chief Executive’s review and the Business review. While the important steps taken by the Irish Government have contributed significantly to stabilising the economy, the recovery is expected to be slow and uncertainty remains around the future direction of property markets. In addition to our primary objective of minimising the cost to the taxpayer, we continue to work closely with the Minister for Finance and his officials towards achieving our other key objectives, including: maintaining access to sources of funding and liquidity; maximising the exit options available to the Government; and reducing the negative systemic threats to the Irish banking system. The results of the Bank in the first six months of the year only serve to re-emphasise the necessity to take concerted and decisive action. In this regard, we have considered in detail a number of alternative strategic options for the future of the Bank, including an immediate liquidation. After detailed consideration, we have decided to pursue a plan to split the Bank, winding down at least 80% of the old bank and creating a new viable bank from the remaining good quality loan assets. It is the Board’s strong view that this restructuring plan represents the best possible outcome for the taxpayer of all the alternatives available.

Restructuring A restructuring plan was submitted to the European Commission (‘EC’) on 31 May 2010. Following a process of consultation on the Bank’s restructuring plan, a decision from the EC is expected in September 2010. Management and the Board, in consultation with the Minister for Finance and his officials, the Financial Regulator and specialist external advisors, evaluated a number of alternative strategic options as follows:

• A liquidation of all of the Bank over a 12 month period; • A wind down of all of the Bank over a 10 year period; • A wind down of all of the Bank over a 20 year period; • A stabilisation and continuation of the Bank; and • A split with a wind down of at least 80% of the Bank and the creation of a new viable bank from the remaining good quality

loan assets. Further detail on each of the options above is set out in the Group Chief Executive’s review. All of the alternatives were evaluated against a range of criteria, identified by reference to the EC’s policy on the restructuring of financial institutions that have received State aid. After detailed consideration, the Board has selected as the preferred option a wind down of at least 80% of the Bank and the creation of a new viable bank from the remaining good quality loan assets. This option is considered to be the most favourable in terms of cost to the taxpayer for a number of reasons:

• It requires the least amount of State aid; • It requires the least amount of Government funding; • It offers the prospect of participation in the reconstruction of the banking sector while safeguarding the stability of the Irish

financial system; and • It provides credible options for the Government to exit by way of a future sale with a potential return for the taxpayer.

As is commonly agreed, an immediate liquidation of the Bank would be prohibitively expensive and is simply not a viable option. A wind down over a 10 or 20 year period would be less expensive than immediate liquidation, but would create enormous funding requirements for the Irish Government over the next few years, which could have serious systemic consequences. A wind down would most likely result in the flight of foreign deposit funds, triggering further funding and liquidity stress on the Irish State. Conversely, the new smaller bank would play a valuable role in Ireland by retaining the existing €47bn domestic and international funding platform, reducing the burden on the Exchequer. A wind down impedes the Bank’s ability to manage its loan book in a constructive and beneficial manner, with lending customers less likely to work towards, and contribute to, effective repayment solutions with an institution that is in wind down. This could create asset quality problems, resulting in even greater losses for the taxpayer. Competition in the Irish banking sector remains an important consideration, especially as foreign owned banks leave Ireland or significantly scale back their operations here in favour of their own domestic markets. Under the current plan a new entity can emerge as a viable but significantly smaller commercial bank, reinforcing competition and servicing the needs of customers requiring financing solutions. The new bank would create an option to generate a return for the Government while minimising State aid. There is absolutely no prospect for up-side potential or return on investment in a wind down scenario. The split proposal allows the Government and the Irish taxpayer to benefit from exit options, such as a trade sale, public offering or participation in any future consolidation process.


4


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Chairman’s statement continued

It is the Bank’s preferred option as it allows for the potential to create future value, thus reducing the Exchequer’s overall capital losses. It is the only option that maintains an international funding franchise, reducing the Government’s potential funding burden. In short, it is the only option which provides any credible path to viability, and with it, an opportunity to recover some value for the Irish taxpayer.

Capital position As a result of the losses incurred during the period there has been a significant deterioration in the Bank’s regulatory capital base. In order to protect the capital position of the Group, the Minister for Finance increased the promissory note by €2.0bn on 28 May 2010 and by a further €8.58bn on 23 August 2010. The Bank’s reported Total Capital ratio at 30 June 2010 is 16.4%. During August 2010, the Bank transferred €5.9bn of additional assets to NAMA, realising an additional loss on transfer of €1.6bn, which will be recognised in the six months to 31 December 2010, in accordance with International Financial Reporting Standards (‘IFRS’). It is important to remember that impairment provisions under IFRS are not intended to predict loan discounts on transfer, which are calculated on a different basis. The transfer of further tranches of loans to NAMA will continue to reduce the Bank’s risk weighted assets and the receipt of NAMA senior bonds will help improve the Group’s overall liquidity position. Further capital will be required, and while the amount needed is largely dependent on the future direction of commercial property markets, the performance of the wider economy and the level of discounts applied on the transfer of loans to NAMA, it is imperative that the proposed restructuring plan is approved and promptly implemented so as to minimise the overall financial burden on the Exchequer.

Board of Directors There is now a completely new Board in place and none of the current Directors were on the Board when the Irish Government guarantee was first introduced in September 2008. Comprehensive enhancements have also been made to governance, control and risk mechanisms so that Board structures are aligned with best practice. In addition, we have continued to strengthen the Board with the appointment of three new Non-executive Directors: Dr. Noel Cawley, Aidan Eames and Gary Kennedy, all of whom have been approved by the Financial Regulator. Each of these Directors brings a wealth of experience to our Board and I am confident they will make a significant contribution as we continue our efforts to stabilise and de-risk the Bank. Donal O’Connor stepped down from the Board on 14 June 2010 and I have succeeded him as Chairman. I would like to thank him for his immense contribution, dedication and leadership during his time as Chairman. I would also like to acknowledge the continued support of my other colleagues on the Board during the period and thank them for their commitment through these challenging times.

Outlook It is clear that we are at a critical stage for both the Bank and the wider financial services industry in Ireland. The completion of the NAMA transfer process and the recapitalisation of the participating banks is a significant milestone in the development and reconfiguration of the Irish banking sector. Considering the real concerns about risk concentrations, competition in the market and the need to maintain international funding sources, a suitable model for Ireland would comprise of three or four large domestic banks, coupled with a number of international banks, insurance and other financial service companies that focus on complementary or niche activities. It is widely recognised that in the future foreign banks operating here will focus primarily on providing credit flows in their own domestic markets rather than Ireland. This is an important point as, in the absence of foreign participation, the burden of providing essential credit back to the Irish economy will move to domestic banks. The Irish Government has correctly recognised that a properly functioning financial system is essential for a healthy economy and has taken the necessary steps to support the Irish financial system through a series of decisive actions. I would like to thank the Government, the Minister for Finance and his officials who, through their initiatives, have helped stabilise the Bank and the banking sector as a whole. The decision to split the Bank, winding down at least 80% of the old bank and creating a new viable smaller bank, was the most favourable alternative available in terms of cost to the taxpayer. While there are considerable losses and funding requirements associated with the proposal, they are much less than those that would be generated in a full wind down scenario. Although the strategy to split is relatively straight forward and the concepts behind it are well grounded, the implementation of such a far-reaching corporate restructuring is complex and will require the commitment, leadership and resolve of all involved. However, while the challenge facing us is considerable, I am confident we now have a management team in place that is capable of meeting it successfully. Finally, on behalf of the Board I want to acknowledge the contribution made by the Group’s new management team and that of our dedicated staff for their resilience and support during this difficult period. The sheer extent and intensity of institutional change and the strain on morale from backward looking commentary mean they face significant obstacles. Reliable, committed and professional people are essential if we are to achieve our primary goal of minimising the overall cost of recovery to the taxpayer. Alan Dukes Chairman 31 August 2010


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Group Chief Executive’s review

On taking up my appointment as Group Chief Executive last September I could not have envisaged the extent of the damage created by the practices of previous management and the impact it would have on the Bank throughout my first year. Given the extensive failures in governance, risk management and control frameworks my immediate priority was to address the shortcomings in the business model and place the Bank on a stable platform. Substantial progress has been made during the period to complete the senior leadership team who will lead the process of stabilising and de-risking the Bank. Currently we are awaiting the approval in principle by the European Commission (‘EC’) of the Group’s restructuring plan, which is fundamental to ensuring we achieve our overall objective of minimising the cost to the taxpayer.

Economic backdrop and performance overview These are very challenging times for the Irish economy, following an unprecedented global recession and extremely stressed financial market conditions. During the period there was considerable market concern with respect to the fiscal health of peripheral European countries, which constrained access to international funding markets for all Irish banks. Despite this, the Bank has maintained a domestic and international funding platform of €47bn, which is clearly very valuable to the Irish economy. The co-ordinated measures taken by the Government, including the recapitalisation of the banking system and the application of fiscal retrenchment, have been widely acknowledged and welcomed by international markets. Since the unprecedented market events in late 2008 the financial strength of the Irish economy has deteriorated rapidly. Severe stress in financial markets led to the disappearance of the cheap international funding that fuelled the Irish property boom. This resulted in a downward adjustment to residential and commercial property investment and a rapid deterioration in asset prices. This had devastating effects on an economy that was completely over reliant on construction activity as a contributor to economic growth. GDP fell by 3.5% in 2008 and by a further 7.6% in 2009. Commercial property values have declined by more than 50% from their peak in 2007. This includes a fall of 5% in the six months to 30 June 2010, contributing to further impairment in the period. The Bank’s other primary markets, the UK and the US, have begun to recover from sharp contractions in economic activity. In the UK, aggressive reductions in interest rates, the implementation of quantitative easing and a weaker exchange rate have helped to reinvigorate the economy and, more particularly, the property sector. Commercial property prices have recovered some poise having risen by 15% from the mid 2009 nadir. Strong economic headwinds still persist in terms of a troubled domestic banking sector and a government imperative to rein in the public sector deficit, though monetary policy is supportive of continuing recovery. In the US, headline economic growth numbers were positive in the period but unemployment remains high and the property market remains weak. Low and stable official and term interest rates have stabilised prices and activity levels in both the residential and commercial sectors, but a meaningful recovery in the US property market will require a further acceleration in economic activity and the avoidance of a ‘double-dip’ recession. Domestic and international economic conditions have clearly had very serious repercussions for the Group. The Bank, under the previous management, entered this economic downturn over-leveraged and over-exposed to commercial property markets. The unprecedented contraction in economic output and the legacy effects of the policy mistakes pre-nationalisation have had a considerable adverse impact on the Group’s results and financial position, contributing to a loss for the six month period of €8.2bn. Of course this is again very disappointing from an Irish taxpayer’s perspective, but it is important to remember that decisions taken some time ago have driven this loss. Further details of the financial results are provided in the Business review, with the key points being:

• On 31 March 2010, the Bank received a promissory note to the value of €8.3bn from the Minister for Finance; • The Minister increased the principal amount of the promissory note by €2.0bn to €10.3bn on 28 May 2010; • On 30 June 2010 the Minister wrote to the Chairman to confirm his commitment to increase the principal amount of the

promissory note to ensure the Bank had sufficient capital to continue to meet its regulatory capital requirements. On 23 August 2010 the Minister fulfilled his June 2010 commitment by increasing the principal amount of the promissory note by €8.58bn to €18.88bn;

• Specific lending impairment charges total €4.8bn for the period, of which €2.3bn relates to NAMA loans; • €10.1bn of assets were transferred to NAMA during the period and a further €5.9bn transferred in August 2010; • Losses of €3.5bn were incurred in relation to the transfer of assets to NAMA during the period; • At 30 June 2010 €25.9bn of customer loans are classified as held for sale in advance of their expected transfer to NAMA. The

cumulative provisions on these loans total €9.7bn or 38%; • Total operating expenses for the six months to 30 June 2010 are €133m, compared to €151m for the six months to

31 March 2009; • Staff numbers have fallen from 1,537 at 31 December 2009 to 1,253 at 30 June 2010 following a voluntary redundancy

programme; • Operating profit before impairment and disposals to NAMA was €151m; • Core Tier 1 Capital at 30 June 2010 is €7.0bn. With total regulatory capital of €10.2bn and risk weighted assets of €62.6bn,

the Total Capital ratio is 16.4% at 30 June 2010; • Customer deposits are down €5.5bn on a constant currency basis since 31 December 2009; • Funding balances at 30 June 2010 include central bank funding of €26.3bn, including €11.6bn borrowed under special

liquidity facilities; • The Bank currently has a €47bn funding franchise excluding central bank funding.


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Group Chief Executive’s review continued

Stabilisation and risk reduction In addition to the five senior external appointments announced in my last review on 31 March 2010, we have made good progress in further strengthening the senior management team with a number of additional external appointments. Richard Woodhouse was appointed as Head of Corporate Projects in April 2010 to work on high impact recoveries and complex restructurings, and Mark Layther was appointed as Head of Group Recovery Management in July 2010. Both bring significant international experience in corporate recovery and insolvency to the management team. Dr. Max Barrett joins as the Bank’s new company secretary and he brings significant legal experience to the Board. The priorities of the new management team are:

• To stabilise and de-risk the Bank; • To assess and report on the actual position of the Bank; • To maintain access to sources of funds and liquidity; • To maximise recovery on all loans; • To co-operate with all investigations into legacy issues; and • To develop and implement a business plan.

All of these priorities are for the benefit of the economy and the Irish taxpayer. We needed to make comprehensive changes at the top and throughout the organisation, and we have implemented these changes decisively. Much of the effort of the Board and management team over the past six months has been concentrated on a number of key areas which are critical to achieving these priorities. NAMA - The Bank was designated as a participating institution on 12 February 2010. The formal process of transferring loans to NAMA has commenced and in the six months to June 2010 the Bank transferred €10.1bn of assets. During August 2010, the Bank transferred €5.9bn of additional assets, realising an additional loss on transfer of €1.6bn, which will be recognised in the six months to 31 December 2010 in accordance with International Financial Reporting Standards (‘IFRS’). It should be noted that impairment provisions under IFRS are not a predictor of NAMA valuation discounts on transfers, which are calculated on a different basis. The Business review on page 10 provides a detailed explanation as to the differences in methodology. Funding and Liquidity - As a result of contagion concerns arising from the debt crisis, conditions in wholesale funding markets remain extremely difficult. The Group is currently reliant on borrowings from central banks through both open market operations and special funding facilities. Continued access to central bank facilities is likely to be required over the coming months as significant amounts of debt financed under the Government guarantee scheme falls due. NAMA senior bonds from future transfers are eligible for sale and repurchase agreements with the European Central Bank. A key focus of the new management team, and an integral part of the restructuring plan, is to reduce the Group’s reliance on Government and monetary authority support mechanisms. Risk Management and Oversight - The process of de-risking the Bank involves more than merely reducing risk exposures to counterparties. It begins with a clearly defined risk appetite and strategy, specifying exposures that are acceptable or unacceptable. Linked to this are risk frameworks covering each of the critical areas, combined with detailed risk policies and operational limits. New comprehensive governance, control and risk mechanisms are being put in place and the Bank’s risk appetite statement has been fundamentally overhauled. Key Board and management committee structures have been reconstructed to align with best practice. The risk management processes around credit risk have been enhanced and there is a new focus now on balance sheet and capital management. Asset Recovery - Asset quality in the loan book has deteriorated further during the period due to continued weakness in commercial property markets, contributing to a specific lending impairment charge of €4.8bn. The extremely difficult operating environment in our core markets has not only affected the level of impairment, but has also constrained our capability to generate solutions to realise value from these assets. It is important however to differentiate between ‘bad loans’ and ‘bad assets’. An impaired loan may involve a commercially performing underlying asset which has been over-leveraged by the existing owners. The fact that the cash flow from the asset (for example, an office block or a retail department store) is insufficient to finance loan repayments does not mean that it is a ‘bad asset’. Specialist work-out units have now been established to proactively resolve such distressed loans, maximise recovery and, where appropriate, restructure such loans so as to strengthen and improve asset quality. It is essential that the Bank undertakes the restructuring of loan facilities. If the Bank were simply to let these businesses deteriorate further without action, losses would be greater, requiring even further taxpayer support. Recovery and restructuring work is not only a natural and fundamental part of banking, it is necessary to ensure a better prospect of recovery of funds extended to these clients. Efficiency and Cost Management - Following a voluntary redundancy programme the cost base of the Group has been significantly reduced. The Group’s headcount has fallen from over 1,800 pre-nationalisation to 1,253 in June 2010. Excluding the NAMA unit, the Group’s headcount stands at 1,161. The business is being fundamentally reorganised to reflect our new priorities and is now a very different organisation to that which existed pre-nationalisation. We will continue to focus on enhancing, refining and right-sizing our workforce to ensure it remains aligned to the evolving business needs. I would like to thank all the staff for the commitment they continue to demonstrate and for their flexibility in aligning to the changes made within the organisation. Capital Management - The Group’s regulatory capital position has continued to benefit from derogations in respect of certain regulatory capital requirements granted on a temporary basis by the Financial Regulator. On 31 March 2010, the Bank received an initial promissory note to the value of €8.3bn from the Minister for Finance. The Minister increased the principal amount of the promissory note by €2.0bn to €10.3bn on 28 May 2010. On 30 June 2010 the Minister wrote to the Chairman to confirm his commitment to ensure the Bank had sufficient capital to continue to meet its regulatory capital requirements. Subsequently on 23 August 2010 the Minister increased the principal amount of the promissory note by €8.58bn to €18.88bn. The ongoing support of the Minster for Finance is essential to the Bank’s continued solvency and we are extremely grateful for his support. Management and the Board have prepared a comprehensive plan to limit the downside exposure for the Exchequer and create an option to recover some value for the taxpayer by way of returning the Bank to private ownership in the future.


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Restructuring plan In framing a restructuring plan an extensive review of the Bank and its business was undertaken and all strategic options, including a wind down and liquidation, were considered. Any consideration of the relative merits of the various options requires careful reflection of the likely losses that will be realised, the additional funding burden that must be met by the Government and the systemic consequences of particular courses of action. A liquidation of all of the Bank over a 12 month period - The first option considered was a 100% liquidation of the Bank over a 12 month period. To execute this option the Government would have to sell the Bank’s post NAMA customer loan book at a significant discount. This course of action was clearly the least optimal for the taxpayer as it would crystallise significant capital losses from fire-sale disposals in an already depressed property market, triggering highly negative systemic effects. In addition, there would be an immediate exit of foreign deposit funds, creating further liquidity stress on the Irish State. It is not difficult to see why the Government, the Financial Regulator and the Bank’s Directors consider that an immediate liquidation of the Bank is prohibitively expensive. A wind down of all of the Bank over a 10 year period - This would require the Government to effectively close the Bank to new business and pro-actively run-off the customer loan book and treasury assets. A wind down over a 10 year period would realise less losses than the liquidation scenario above as it would be expected that the amounts recovered from the disposal of loans and other assets would be higher over time. However, a bank in wind down will quickly lose its deposit base as customers move elsewhere and access to wholesale capital markets becomes restricted. This would create additional funding requirements for the Government with possible systemic effects. A wind down of all of the Bank over a 20 year period - Extending the wind down period to 20 years would not necessarily improve the recovery value of assets given the structural dislocation that Ireland has experienced. Once a wind down is announced the funding condition of the Bank is likely to deteriorate as quickly under a 20 year wind down as it would under 10 year wind down as depositors and bondholders withdraw funds or let positions unwind. A stabilisation and continuation of the Bank - This option would involve the Government re-capitalising the entire bank at minimum regulatory capital levels and providing long term Government guarantees while the Bank would continue to restructure and re-finance existing loans, originate new loans, gather new deposits and raise additional wholesale funding. Given this option would not represent an in-depth restructuring of the Bank, nor would it provide a path to return to long term viability, the Board agreed not to evaluate it in further detail as it would be inconsistent with the EC’s guidance. A split with a wind down of at least 80% of the Bank and the creation of a new viable bank from the remaining good quality loan assets - The final option evaluated was a split of the Bank into two entities. The first entity would be an asset recovery vehicle for the lower quality assets that have not transferred to NAMA. This company would not conduct any new business and would be fully wound down over a period of approximately 10 years. The second entity would be a new smaller bank, which would deliver viability with a significantly reduced and de-risked balance sheet, initially structured around the remaining good quality assets. It would be a significantly different State owned commercial bank to the previous one, with a customer loan book at least 80% smaller. The new bank could be sold in the future to partially compensate the Government for some portion of its capital loss or participate in the likely consolidation of the Irish financial landscape by becoming part of a larger and more diversified institution. Importantly, this option retains the Bank’s existing €47bn funding franchise for the benefit of the State. The Bank’s recommended option of splitting the Bank was arrived at from the perspective of minimising State aid, minimising Government funding and creating options that provide for the possibility of recovery for the taxpayer whilst minimising the systemic impact that either a liquidation or wind down might have. The Bank and the Government are currently in active dialogue with the European Commission with regard to all options with an expectation of a decision on the Bank’s future in September.

Legacy matters The Bank is continuing to co-operate fully with each of the investigations that are being carried out by external authorities. Given the nature of these investigations it would be inappropriate to comment further on them. The new management team has instigated a number of internal reviews into the practices, procedures and controls that were in existence across a number of areas of the Bank. These reviews are ongoing and it is not possible at this stage to give any indication as to what their outcome may be. Where it is determined that there are, or have been, material deficiencies in the application of internal controls we will take the necessary steps to ensure that the appropriate governance and risk management frameworks are put in place. The Bank is currently undertaking an internal review of historical interest rate setting procedures as applied to certain loan accounts. The review deals with the period prior to July 2004 and will determine whether interest rates that were applied were consistent with the terms of the associated customer loan documentation. As part of the review the Bank will have to examine a substantial amount of historical customer loan documentation before it can reliably estimate the amount of any liability that arises to customers who may have been adversely affected.


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The future After a severe recession the Irish economy is showing signs of some improvement. However, expectations for growth remain subdued and trading conditions are anticipated to remain challenging for the immediate future as unwinding the imbalances created during the economic boom will continue to restrain consumption and investment. The Bank is awaiting the decision in principle from the EC regarding the restructuring plan. The Bank is focused on the implementation of the preferred option. The plan provides for a new entity to emerge as a viable but significantly smaller commercial bank. This new bank can play a valuable role for the economy by retaining a large funding franchise, both in Ireland and internationally, diversifying asset risk and reinforcing competition. In doing so, the new bank can create better options for the Government to generate a return and minimise State aid. Approval of the plan by the EC will be recognition that it provides the best value to Irish taxpayers while leaving the most room for competition and safeguarding the stability of the Irish banking system. The new bank would adopt a conservative, liability led business model, de-risking away from property and re-balancing towards commercial banking. It would demonstrate its viability by operating within constrained capital, liquidity, risk and cost frameworks whilst upholding effective and independent governance and risk management processes. Importantly, the plan offers a credible path to viability, with the opportunity for the taxpayer to recover value by way of a future sale or participation in the consolidation agenda for Irish banking. Finally, I would like to again thank the Minister for Finance and his officials, the Chairman and Board, and our staff for their support since I have joined the Bank and I look forward to continuing to work with them in the future. A.M.R. (Mike) Aynsley Group Chief Executive 31 August 2010


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Business review

This business review covers the six months to 30 June 2010 and includes commentary on key areas of financial and operating performance of the Group during that period. During the prior period, the Bank extended its financial reporting date by three months from 30 September to 31 December in line with the reporting dates of other State bodies. Regarding the comparable interim period, the Bank has determined that it is appropriate to provide comparative information for the six months to 31 March 2009. The Bank reports a loss before taxation for the period of €8.2bn reflecting total impairment charges of €4.9bn and a loss on disposal of assets to the National Asset Management Agency (’NAMA’) of €3.5bn. For the comparable period to 31 March 2009 the Bank reported a loss before taxation of €4.1bn including total impairment charges of €4.3bn. The level of impairment charges to June 2010 reflects the deteriorating quality of the Bank’s loan book and the stressed market conditions within which the Bank operates. Of a total specific lending impairment charge of €4.8bn, €2.3bn relates to NAMA loans. The loss on disposal to NAMA relates to the transfer of €10.1bn of assets at an average discount to par of 54%. The focus of the Bank’s Lending division during the period has been to actively work with clients to minimise the Bank’s exposure and to maximise recovery of outstanding debt. Loan advances made during the period have been restricted to funds that had been previously committed or approved to protect asset quality and aligned with the objective of reducing overall risk to the Bank. The quantity and quality of the Bank’s customer and market funding has continued to deteriorate resulting in an increased reliance on support from central banks, including access to special funding facilities. Access to these sources of funding will continue to be required as significant amounts of Government guaranteed debt issuance matures by September this year. During the financial period the Shareholder provided additional capital contributions totalling €10.58bn to the Bank, bringing the total capital provided since nationalisation to €22.88bn and resulting in a Total Capital ratio at 30 June 2010 of 16.4%. The Group’s regulatory capital position throughout the period has continued to benefit from derogations from certain regulatory capital requirements granted by the Financial Regulator. In approving the €8.58bn capital contribution of 30 June 2010, the European Commission also allowed for €1.47bn of additional capital support. The Bank expects that this additional capital will be required in the near term and that further capital support may also be required, the level of which will primarily depend on the discounts applied by NAMA on the full transfer of eligible assets.

NAMA In April 2009 the Irish Government announced the establishment of NAMA for the purposes of acquiring certain assets from Irish banks, holding, managing and realising those assets and facilitating the restructuring of credit institutions of systemic importance to the Irish economy. On 9 February 2010 the Bank applied to be designated as a participating institution in NAMA. This application was accepted by the Minister for Finance on 12 February 2010 and the Bank was designated accordingly. The transfer of assets to NAMA, which are primarily investment and property development related lending, is a fundamental aspect of the Bank’s restructuring process. During May and June 2010 the Bank transferred €10.1bn of assets (gross of impairment provisions) to NAMA, of which €0.2bn related to the fair value of associated derivative contracts, at an average discount rate of 54%. As consideration, the Bank received NAMA senior bonds in the form of Government Guaranteed Floating Rate Notes with a nominal value of €4.5bn and NAMA subordinated bonds with a nominal value of €0.2bn. The total loss on disposal amounted to €3.5bn, including a fair value adjustment of €0.5bn in respect of the NAMA bonds received. Details on the loss on disposal are contained in note 11 to the interim financial statements. The Bank’s impairment charge is calculated in accordance with IFRS and reflects losses incurred in the period based on conditions existing at 30 June 2010. Losses expected as a result of future events, no matter how likely, are not recognised under IFRS. Specific impairment on individual loans is calculated based on the difference between the current loan balance and the discounted value of estimated future cash flows on the loan. These cash flows may be greater than the current market value of the underlying collateral. The discount rate used in the calculation is the effective interest rate on the loan. Future cash flows are determined based on the Bank’s strategy in relation to the particular case, formulated by lending teams and Group Risk in conjunction with the client, to maximise the recovery of the outstanding debt. The current market value of collateral is only used in the impairment calculation where the expectation is that the asset will be disposed of in the immediate term. The valuation that NAMA applies to loans transferred is based on a process approved by the European Commission, whereby the market value of the underlying loan collateral is adjusted to reflect a longer term economic value which the underlying asset could reasonably be expected to attain in a stable financial system when the current stressed market conditions ameliorate. The starting point, and one of the most important factors in the calculation of this value, is the market value of the underlying loan collateral at 30 November 2009. The NAMA valuation model permits a maximum 25% uplift on this market value. NAMA then use a discounted cash flow methodology that incorporates the adjusted market value and other cash flows associated with the asset together with a 3 year, 5 year or 8 year discount rate. This discount rate in most cases would be significantly higher than the rate as required in the IFRS impairment assessment, resulting in lower NAMA values. All customer loans, including NAMA eligible loans, are assessed for impairment, however as a result of the methodology differences outlined, IFRS based impairment provisions on held for sale assets should not be considered an indicator of future NAMA loan discounts. The remaining eligible assets which the Bank expects to transfer to NAMA have been categorised as held for sale. At 30 June 2010 €25.9bn of customer loans were expected to be sold to NAMA. The cumulative impairment provisions on these loans total €9.7bn or 38%. During August 2010 the Bank transferred assets with a carrying value of €3.3bn (net of impairment provisions of €2.6bn) to NAMA at an average discount rate of 66%. As consideration, the Bank received NAMA bonds with a fair value of €1.7bn. The total loss on disposal of €1.6bn, will be recognised in the income statement in the six months to 31 December 2010. The average discount of 62% which was publicly referred to by NAMA includes certain loans that were transferred pre 30 June 2010 and does not relate solely to those loans that transferred in August.


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Business review continued

NAMA has complete discretion as to which assets will be acquired and has not confirmed to the Bank the total value of loans that it expects to purchase. Accordingly, not all loans currently classified as held for sale may ultimately transfer to NAMA. Since the period end, NAMA have confirmed that they will not now be acquiring €1.2bn of the €25.9bn of loans classified as held for sale at 30 June 2010. NAMA discounts During the six months to 30 June 2010, the Group transferred €10.1bn of assets to NAMA, of this total €8.2bn (81%) related to the Irish Lending division and €1.9bn (19%) related to the UK. Of the assets transferred €4.5bn (44%) are land and development loans with a further €5.6bn (56%) of associated lending. A wide range of discounts were applied by NAMA to the assets transferred as indicated in the table below.

Assets transferred to NAMA - discount range €bn

0% 1.2

0% to 20% 1.0

20% to 40% 0.9

40% to 60% 1.4

60% to 80% 3.1

80% to 100% 1.9

100% 0.6

Total 10.1

Average discount 54%

Customer lending and asset quality The six months to 30 June 2010 continued to be a very difficult period for the Bank’s Lending division. Operating conditions across all our core markets remain extremely challenging, as both domestic and international markets have not recovered from the global recession and stressed financial market conditions. The unprecedented collapse in the Irish property market has had a severe impact on the local economy and significant uncertainty remains as property values continue to fall and as the NAMA process evolves. The Bank continues to focus on de-risking its lending portfolio with total gross customer loan balances declining by 15%2 in the period to €64.3bn1, primarily as a result of transfers to NAMA. However, the continued decline in collateral values and in our clients’ net worth has resulted in further deterioration in the asset quality across the portfolio. Impaired loans at 30 June 2010 totalled €34.5bn, 54% of loan balances. The specific impairment charge for the six months to June 2010 totalled €4.8bn. Customer lending

Analysis of customer lending1 30 June 2010

Loans and advances Held for sale to customers Total €bn % €bn % €bn %

Ireland 18.4 69% 17.6 47% 36.0 56%

UK 5.8 22% 11.8 31% 17.6 27%

US 2.4 9% 8.3 22% 10.7 17%

Total 26.6 100% 37.7 100% 64.3 100%

Provisions for impairment (10.0) (7.5) (17.5)

Customer lending net of impairment 16.6 30.2 46.8

Provision / % of loan balances 10.0 38% 7.5 20% 17.5 27% Customer lending balances, gross of provisions, total €64.3bn, of which €37.7bn or 59% relate to loans and advances to customers with €26.6bn or 41% classified as held for sale. Total customer lending balances declined significantly during the period primarily due to the transfer of loans to NAMA. Net loan repayments and other movements during the six months contributed to an additional reduction in loan balances of €1.7bn. Repayments in the period were primarily in the UK division where market conditions are showing some signs of improvement. On a geographic basis Ireland accounts for 56% of all lending with 27% and 17% in the UK and US respectively. Total held for sale loans can be broken down as follows: €18.4bn relates to Ireland, representing 51% of total Irish lending; €5.8bn relates to the UK, representing 33% of total UK lending and €2.4bn relates to the US, representing 22% of total US lending. Held for sale assets include loans expected to be transferred to NAMA totalling €25.9bn together with €0.7bn of loans to US customers which the Bank expects to sell outside of the NAMA process. Of the total gross assets currently expected to be transferred to NAMA €12.1bn are land and development loans, which amounts to 91% of the Group’s land and development exposure at 30 June 2010. Cumulative impairment provisions amount to €17.5bn, 27% of total loan balances. Provision balances consist of specific provisions of €16.2bn and a


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collective provision of €1.3bn. €10.0bn, or 57%, of the total impairment provisions relate to held for sale loans, representing 38% of related balances. The impairment provisions on the post NAMA loan book (loans and advances to customers) represent 20% of loans and advances to customers balances. A reconciliation of opening to closing impairment provisions is detailed in notes 18 and 23 to the interim financial statements. Interest income on customer lending (including held for sale assets) for the period to 30 June 2010 totals €0.9bn. Included in interest income is €0.1bn of interest which has been capitalised on customers’ loans and also €0.3bn relating to interest on impaired loans. Customer margin income has reduced significantly compared with the corresponding prior period, reflecting an increase in impaired loans and also the impact of NAMA transfers. The Bank continues to actively re-price existing loan facilities where possible in order to reflect the increased cost of funding. New lending remains low and continues to be governed by the conditions of the Subscription Agreement entered into with the Irish Government during 2009. Advances during the period have been restricted to funds that had been previously committed or approved to protect asset quality and aimed at reducing overall risk to the Bank. At 30 June 2010, committed lending work in progress (‘WIP’) totalled €1.1bn (31 December 2009: €1.9bn). The reduced level of WIP reflects the conditions of the Subscription Agreement, the re-evaluation by both clients and the Bank of previously approved projects due to the changed economic environment and the expiry of previously approved facilities. Lending asset quality

Grading analysis 30 June 2010

Loans and advances Held for sale to customers Total €bn % €bn % €bn %

Good quality 1.2 5% 12.4 33% 13.6 21%

Satisfactory quality 0.1 0% 0.7 2% 0.8 1%

Lower quality but not past due or impaired 1.5 6% 5.1 14% 6.6 10%

Total neither past due or impaired 2.8 18.2 21.0

Past due but not impaired 3.2 12% 5.6 15% 8.8 14%

Impaired loans 20.6 77% 13.9 36% 34.5 54%

26.6 100% 37.7 100% 64.3 100%

Provisions for impairment (10.0) (7.5) (17.5)

Total 16.6 30.2 46.8 As a consequence of the continued deterioration in economic and market conditions in the period to 30 June 2010, the grading of the Bank’s loan book across all sectors and locations has been adversely impacted. Loans that are either impaired, past due but not impaired or lower quality are deemed ‘at risk’ by management. At 30 June 2010, 95% of held for sale assets (31 December 2009: 84%) and 65% of loans and advances to customers (31 December 2009: 53%) are considered ‘at risk’. Impaired loans at 30 June 2010 total €34.5bn, which is a decrease in the amount previously reported at 31 December 2009 of €35.9bn2. Allowing for the transfers of impaired loans to NAMA, there has been an actual increase of €5.3bn2 in impaired loans during the period under review. Held for sale assets represent 60%, or €20.6bn, of the total impaired loans as at 30 June 2010. The amount of loans classified as past due but not impaired has decreased to €8.8bn from €9.1bn2 at 31 December 2009. Adjusting for the impact of transfers to NAMA, the amount of loans classified as past due but not impaired has increased by €0.3bn2. This increase reflects the impact on business cash flows caused by the ongoing economic uncertainty across all of our core markets. Ireland accounts for €6.4bn (73%) of the total past due but not impaired amount, the UK €1.4bn (16%), and the US €1.0bn (11%). Loans past due for more than 90 days represent the highest risk element of past due but not impaired loans. At 30 June 2010, €5.1bn of loans are past due for more than 90 days (31 December 2009: €3.8bn) which represents 8% of total lending assets (31 December 2009: 5%). Of the total at 30 June, €2.4bn is attributable to held for sale loans. A full aged analysis is included within note 35 to the interim financial statements. Lower quality but not past due or impaired loans at 30 June 2010 totalled €6.6bn or 10% of gross lending assets. Although currently not past due or impaired, these loans represent those which management deems to have a high risk of deterioration. The amount of lending assets which management deem to be good quality total €13.6bn at 30 June 2010, representing 21% of total gross lending assets. These loans (excluding the held for sale portion of €1.2bn) will form the core of the lending portfolio in the proposed new bank. After allowing for transfers to NAMA during the period the amount of good quality lending assets is €6.7bn2 lower than as at 31 December 2009. The quality of the Bank’s loan book is a reflection of the distress that many of our customers are experiencing. The collapse in Irish commercial property values has resulted in little or no equity value remaining in many projects that the Bank has financed. The Bank has recently established a Group Recovery Management team with the objective to pro-actively resolve distressed loans, maximise recovery and, where appropriate, restructure such loans so as to strengthen and improve asset quality. As part of the normal activity in the management and recovery of the distressed loan portfolio the Bank expects to acquire ownership interests in distressed corporate


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customers, particularly in Ireland and the US. At this point in the economic cycle this represents normal and fundamental banking practice and is necessary to protect the Bank’s financial position. While the particulars of each case will be unique, the Bank does not expect to become involved in the day-to-day management, but will ensure that the necessary steps are taken that will allow businesses to be run in the best long term interests of all stakeholders. Lending impairment – charge for the period

Income statement - lending impairment 6 months 6 months 15 months ended ended ended 30 June 31 March 31 December 2010 2009 2009 €m €m €m

Specific charge - loans and advances to customers 2,492 3,694 3,701

Specific charge - held for sale 2,280 - 10,160

Total specific lending impairment 4,772 3,694 13,861

Collective charge 27 411 583

Total lending impairment 4,799 4,105 14,444

Annualised % of closing loan balances 14.9% 11.4% 16.0% The specific lending impairment charge for the period of €4.8bn brings the closing statement of financial position specific impairment provision to €16.2bn, or 25% of closing loan balances. Impairment is calculated in accordance with IFRS and reflects losses incurred in the period based on conditions existing at 30 June 2010. The specific charge was determined following a detailed asset quality assessment by Group Risk Management. This charge is calculated based on discounting estimated future cash flows on loans and reflects the substantial price reductions in development assets and land holdings, reduced investment cash flows and asset values, much reduced borrower net worth and the increased time envisaged to sell assets and realise investments. The collective impairment charge for the period totals €27m, bringing the cumulative collective impairment provision to €1.3bn, or 4.3%, of total loans and advances to customers and held for sale (excluding impaired loans). This provision reflects an allowance for loan losses existing in the performing loan book where there is currently no specific evidence of impairment on individual loans. The provision has been calculated with reference to historical loss experience supplemented by observable market evidence and management’s judgement regarding market conditions at 30 June 2010.

Income statement - specific lending impairment Loans and Held for advances to sale customers Total €m €m €m

Ireland 1,813 1,942 3,755

UK 277 182 459

US 190 368 558

Total 2,280 2,492 4,772

Annualised % of closing loan balances 17.1% 13.2% 14.8% The specific lending impairment charge for the six months to 30 June 2010 totals €4.8bn (six months to 31 March 2009: €3.7bn). Of this charge €2.3bn (48%) relates to held for sale assets with the balance of €2.5bn attributable to the expected post NAMA portfolio. On an overall geographic basis €3.7bn of the total specific impairment charge relates to Ireland with €0.5bn and €0.6bn relating to the UK and US respectively. Losses relating to development loans amount to €1.5bn (31%) of the total specific charge of €4.8bn. This charge covers loans related to all phases of development from unzoned land to completed units available for sale. The Ireland Lending division accounts for 82% of the development charge and reflects the continuing decline in land values, the uncertainty regarding the timing and availability of funding to complete partially completed developments and the significant overhang of supply in both the commercial and residential markets. A further €2.1bn relates to investment assets, with 59% of this attributable to the leisure and retail sectors. Operating conditions for businesses in these sectors have been particularly hard hit by the decline in retail sales and the increase in unemployment. Ireland, which has seen a steady rise in unemployment to 13.4% over the last six months, was the worst affected market and accounted for €1.4bn of the €2.1bn charge. The remaining specific charge of €1.2bn is attributable to business banking, personal and other lending, of which 99% relates to Ireland.


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Post NAMA loan portfolio

Divisional lending balances by sector1 30 June 2010

Business Commercial Residential Banking Other Total €bn €bn €bn €bn €bn

Loans and advances to customers

Ireland 10.0 0.6 3.9 3.1 17.6

UK 11.0 0.6 0.1 0.1 11.8

US 6.8 1.5 - - 8.3

27.8 2.7 4.0 3.2 37.7 Commercial lending in total represents 74% of the post NAMA loan portfolio and consists of investment and development property lending across all sectors including retail, office and leisure, which together account for €21.7bn, or 78%, of total commercial lending. Business Banking accounts for €4.0bn, or 11%, of the post NAMA loan portfolio and consists of lending to small and medium enterprises (‘SME’) and the corporate sector where the bank is looking primarily to business earnings to service debt obligations. Residential lending represents €2.7bn, or 7%, of the portfolio and consists of investment and development lending into the residential sector. Other lending represents €3.2bn, or 8%, of the post NAMA loan portfolio, of which personal lending accounts for €2.8bn. The Bank’s post NAMA loan portfolio remains concentrated. The top 20 customer groups (as defined by the Irish Financial Regulator), excluding loans classified as held for sale, represent €9.2bn or 24% (31 December 2009: €8.8bn or 24%) of the Group's total loans and advances to customers before provisions for impairment. Of the top 20 customer groups, one group accounts for 6% of total loans and advances to customers. In addition, a further two groups have borrowings in excess of €500m. In total, there are 21 customer groups which have borrowings in excess of €250m. A regulatory customer group typically consists of a number of connected entities and the balances represent multiple individual loans secured by diverse portfolios of assets and multiple contracted cash flows. A detailed geographic and sectoral analysis of the post NAMA loan book is contained in note 35 to the interim financial statements.

Financial markets Funding overview The composition of the Bank’s funding profile has continued to deteriorate since 31 December 2009 with further declines in customer funding balances and unsecured deposits from market counterparts. Consequently, the Bank has had to continue to rely on funding support from central banks and monetary authorities (€26.3bn at 30 June 2010, representing 36% of total funding). The decrease in customer and market funding has been driven by market wide risk aversion towards the banking sector in general as well as Bank specific ratings actions. The market for customer deposits remains extremely competitive, particularly the retail deposit market where pricing pressure makes deposit retention challenging. Retail deposits have reduced by €3.8bn2 in the six months to 30 June 2010. The dislocation in wholesale term funding markets continues, making it difficult to achieve the Group’s long term funding requirements. The Group will have a significant funding requirement by the end of September 2010 with €7.2bn of medium term notes (‘MTNs’) maturing when the Credit Institutions (Financial Support) (‘CIFS’) Government guarantee scheme expires. Continued access to European Central Bank (‘ECB’) facilities is therefore required over the coming months to meet the Bank’s funding requirement. NAMA senior bonds from future transfers are eligible for sale and repurchase agreements with the ECB. The Bank is a participating institution in both the CIFS and the Credit Institutions (Eligible Liabilities Guarantee) (‘ELG’) Government guarantee schemes. The CIFS scheme covers pre-existing deposits and certain other liabilities (senior unsecured debt, asset covered securities and dated subordinated debt) until 29 September 2010. The Group became a participating institution in the ELG scheme on 28 January 2010 and certain new qualifying deposits and securities issued by the Group from this date onwards are covered by the scheme. The Bank successfully issued €2.4bn of Government guaranteed MTNs during the period, with maturities of 2 to 5 years. The Irish Government has recently extended the ELG scheme for certain eligible liabilities to 31 December 2010, however certain deposits with a maturity under 3 months will not be eligible beyond the end of September 2010. The Bank has publicly called for the scheme to be extended. Customer funding

30 June 31 December 2010 20092 €m €m

Retail 11,656 15,498

Non-retail 11,500 13,119

Total 23,156 28,617


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Customer funding balances account for 32% of total funding at 30 June 2010, down from 36% at 31 December 2009. Average total customer deposits for the six months to 30 June 2010 were €25.0bn. Customer accounts have decreased by €5.5bn2 since December 2009. Retail balances have decreased by €3.8bn2 largely as a result of maturing one year deposit products launched in 2009 and retention difficulties due to pricing restrictions in the UK. Retail balances in Ireland have fallen by €1.5bn2 since December 2009 with further declines in the UK and the Isle of Man of €1.8bn2 and €0.5bn2 respectively. At 30 June 2010 38% of retail balances were sourced in Ireland, 42% in the UK and 20% in the Isle of Man. Non-retail balances have decreased by €1.7bn2. There has been a decline in funding from non-bank financial institutions (insurance companies, asset managers, pension funds) and more granular corporate deposits due to a reduction in corporate cash balances and adverse ratings actions impacting both the Bank and the Irish sovereign. The cost of customer funding for both retail and corporate deposits remained at elevated levels during the period reflecting the intensely competitive market conditions and the cost of the Government guarantee schemes. Market funding

30 June 31 December 2010 20092 €m €m

Debt securities in issue 16,518 15,811

Deposits from banks 33,301 33,178

Total 49,819 48,989 Market funding, including borrowings from central banks, accounts for 68% of total funding, up from 64% at 31 December 2009. Debt securities in issue have increased by €0.7bn2 primarily due to the issuance of €2.4bn of Government guaranteed MTNs in April and an increase in short term programme (commercial paper and certificates of deposit) balances of €0.2bn2. €1.4bn of debt securities matured or were redeemed during the period and €0.5bn of the Bank’s covered bonds also matured during the six months to 30 June 2010. The overall cost of term debt has increased as new issuance was priced at higher margins than maturing programmes. Short term balances have increased from €1.5bn2 at 31 December 2009 to €1.7bn at 30 June 2010 primarily due to an increase in the Bank’s US commercial paper issuance. The outstanding balances at the end of June have an average residual duration of less than one month. The decline in customer funding has been offset by increased borrowings from central banks, which is collateralised funding. Deposits from banks and central banks have increased to €33.3bn, and represent 46% of total funding at 30 June 2010, compared to 44% at December 2009. Funding is received from central banks and monetary authorities under open market operations and other secured liquidity facilities. Total borrowings from central banks was €26.3bn at 30 June 2010. Included within this was €11.6bn (31 December 2009: €11.5bn) borrowed under a Special Master Repurchase Agreement (‘SMRA’) and a Master Loan Repurchase Agreement (‘MLRA’) from the Central Bank and Financial Services Authority of Ireland. The majority of the funds were advanced under the SMRA, involving the sale and repurchase of the promissory note. Collateral assigned under the MLRA is derived from the Bank's customer lending assets. The interest rate on both facilities is set by the Central Bank and advised at each rollover, and is currently linked to the ECB marginal lending facility rate. Due to the short term and concentrated nature of its funding base, the Bank is not in full compliance with a number of regulatory requirements. The total amount of loan assets assigned as collateral under rated securitisation programmes and secured central bank borrowings at 30 June 2010 was €18.8bn (31 December 2009: €29.7bn). Loans and advances to banks Placements with banks and central banks increased by €0.5bn2 in the period. The total balance of €8.0bn at 30 June 2010 includes €3.4bn of primarily short term placements and secured reverse repurchase agreements with banks, of which €2.4bn relates to Irish banks. Also included in the total is €2.9bn of cash collateral placed with banking counterparties to offset credit risk arising from derivative contracts, an increase of €1.4bn from 31 December 2009, primarily due to the impact of foreign exchange rate movements during the period. Treasury assets The Bank holds a portfolio of debt securities that are held for investment purposes or liquidity reasons. Most debt securities are classified as available-for-sale (‘AFS’), though certain investments with embedded derivatives are included within financial assets at fair value through profit or loss. While the debt securities portfolio mainly comprises sovereign investments and debt issued by financial institutions, it also includes residential mortgage backed securities and other asset backed securities. Consistent with the ongoing efforts to de-risk the Bank, a strategic decision was made during the period to reduce the Bank’s exposure over time to asset backed securities. The Bank realised capital losses of €85m on the disposal of €0.8bn of asset backed securities and bank subordinated debt during the period. These losses were offset by a gain of €55m realised on the disposal of €1.5bn of government bonds. A net loss on disposal of €30m is reported in other operating expense. A further €0.9bn of government bonds matured since 31 December 2009.


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Available-for-sale financial assets total €4.6bn at 30 June 2010, a decrease of €3.3bn from 31 December 2009. The following table represents the credit quality of AFS assets.

Available-for-sale financial assets 30 June 31 December 2010 2009 €m €m

AAA / AA 3,407 6,228

A 921 1,346

BBB+ / BBB / BBB- 197 206

Sub investment grade 50 105

Unrated 47 5

Total 4,622 7,890 Of the Bank’s holdings of AFS securities 74% are graded AA or above, with 94% graded A and above, and €97m being sub investment grade or unrated. Euro denominated sovereign bonds account for 15% of holdings, bank bonds 65%, residential mortgage backed securities 13%, asset backed securities 6% and NAMA subordinated bonds 1%. Of the total bank bonds included within the portfolio €1.7bn, or 36%, relate to bonds issued by Irish banks covered under the Irish Government guarantee schemes. At 30 June 2010 the Bank's total underlying exposure to issuers in Spain, Portugal and Greece is less than €280m. All bonds are reviewed for impairment on an individual basis, with impairment charges reflected in the income statement. The Group incurred an impairment charge of €10m on its portfolio of subordinated bank paper during the period to 30 June 2010. Non impaired AFS debt securities on watch total €139m at 30 June 2010 (31 December 2009: €91m). The carrying value of impaired AFS assets is €82m (31 December 2009: €106m). Financial markets revenue Financial markets net interest income (excluding customer lending margin and arrangement fees) has declined relative to the prior comparable period primarily due to a significant increase in funding costs, especially with respect to customer deposits and the special liquidity facilities arranged through the Central Bank. Funding costs are likely to continue at elevated levels in the short to medium term. The cost of the Government guarantee schemes, particularly the ELG scheme, has also contributed to increased funding costs during the period. The cost of the CIFS and ELG Government guarantee schemes for the six months to 30 June 2010 was €39m and €38m respectively. The cost of the CIFS scheme, which covers liabilities already in issue at 29 September 2008, is classified as fee and commission expense. The cost of the ELG scheme is classified as interest expense as the cost of this scheme is directly attributable to each specific eligible liability and represents an incremental cost of issuance. Corporate treasury income is down by 70% to €11m due to the low level of new deal flows on interest rate derivatives given the lack of new lending volumes and reduced client demand for hedging derivatives. Net trading income includes credit fair value losses of €31m on lending client originated derivative transactions. These derivatives, whereby customers pay a fixed rate, were put in place to hedge the interest rate exposure on their borrowings. Interest rate derivative contracts have increased in value during the period given the significant decline in long term market interest rates and therefore give rise to increased counterparty risk from the Bank’s perspective. The equivalent charge calculated with respect to the 15 months ending 31 December 2009 was €212m.

Wealth management The Bank’s Wealth Management division has experienced a significant and prolonged decline in activity as a result of the ongoing recession in Ireland. Recurring fee income relating to assets under management continues to be the primary source of income for the division. Reflecting a decline in the value of assets under management, this recurring fee income is lower than the prior comparable period. Minimal structuring and set up fee income was earned in the six months to 30 June 2010 due to an absence of new business. Lending activity within the Wealth Management business was transferred to the Lending division during the period and management’s primary focus is now on generating fee income from investment related activities. Trust and fiduciary fee income has decreased from the comparable prior period primarily due to the sale of Anglo Irish Bank (Austria) A.G. in December 2008. As part of normal business activity the Bank previously acquired property assets with the intention of placing these investments with Wealth Management clients. However, as a result of market conditions and a lack of investor appetite, these assets are now being held on the Group’s Balance Sheet. Depending on the investment structure used to acquire the assets, they are included in the consolidated statement of financial position as either investment property held on own account or interests in joint ventures. Given the significant decline in property values since they were acquired the Group does not expect to recover all of its initial investment in these assets. Accordingly, a further €44m of losses have been recognised in the period due to a decline in their recoverable amounts. In addition, the Group has incurred negative fair value movements of €18m in relation to swaps that were put in place to hedge interest payments on these investments. These fair value movements reflect the decline in long term market interest rates over the six month period. The Group has investigated the restructuring of some of these investment assets and continues to evaluate its strategic options in this regard.


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Promissory note and Amount due from Shareholder On 31 March 2010 the Minister for Finance settled the amount due from Shareholder at 31 December 2009 by providing the Bank with a promissory note with a value of €8.3bn. The principal amount of the promissory note was subsequently increased through the receipt of a €2.0bn adjustment instrument on 28 May 2010. Both the promissory note and the adjustment instrument pay a fixed coupon at a market rate of interest for the term of the assets and accordingly were fair valued at par on initial recognition. The promissory note is carried at amortised cost in accordance with IFRS and the Bank does not therefore recognise any gains or losses associated with changes to its fair value arising from market rate changes. The receipt of the promissory note and adjustment instrument has resulted in the Bank holding €10.3bn of fixed interest rate exposure. As part of its capital and interest rate risk management policies the Group has elected to hedge a portion of this exposure. The Minister for Finance recapitalised the Bank with a further €8.58bn, effective 30 June 2010. On 23 August 2010 the €8.58bn due from the Shareholder was settled via the receipt of a further adjustment instrument to the promissory note. Note 21 to the interim financial statements provides further details on the promissory note and adjustment instruments.

Capital The Group’s regulatory capital position has remained under considerable stress due to the losses incurred during the period. The Minister for Finance, as the Bank’s sole Shareholder, has committed that the Bank will remain adequately capitalised. As evidence of this commitment the Minister for Finance provided an additional capital contribution of €2.0bn on 28 May 2010 by way of an adjustment instrument to the €8.3bn promissory note issued on 31 March 2010. A further capital contribution of €8.58bn, relating to the amount due from Shareholder at 30 June 2010, brings the total amount of capital contributed by the Shareholder to date to €22.88bn, all of which qualifies as Core Tier 1 regulatory capital. The inclusion of the capital contribution of 30 June 2010 restored the Group's regulatory capital position resulting in a Tier 1 Capital ratio of 11.6% and a Total Capital ratio of 16.4% (31 December 2009: 6.6% and 10.7% respectively). Included in the Group’s regulatory capital base is €0.3bn of perpetual preferred securities (Non-Core Tier 1 capital). A significant amount of these capital instruments were bought back through a Liability Management Exercise in August 2009. The Group continues to defer payment on all coupons in relation to these instruments. The Group adopts the Basel II Standardised Approach in calculating its minimum capital requirements. Risk weighted assets (‘RWA’) at 30 June 2010 total €62.6bn, a decrease of €10.4bn from 31 December 2009, primarily as a result of the transfer of assets to NAMA during the period. RWA have also reduced due to the specific impairment charges made during the period, offset somewhat by an increase in exposures that are in excess of 90 days past due and risk weighted at 150% and by the impact of exchange rate fluctuations on the Bank’s asset base. The senior NAMA bonds received are risk weighted at 0% as they are guaranteed by the Irish Government. The promissory note issued by the Minister for Finance and the amount due from Shareholder are also risk weighted at 0%. The total amount of exposure to the Irish Government at 30 June 2010 which is risk weighted at 0% is €29bn. The Group reported a Total Capital ratio of 7.7% as at 31 May 2010, a breach of the minimum requirement, in revised regulatory returns which were submitted to the Financial Regulator on 31 August 2010. These returns were revised following the final determination of the appropriate fair value of the senior NAMA bonds, of which a nominal amount of €3.9bn were received in May. This breach was temporary as the €8.58bn capital contribution of 30 June 2010 restored the Bank’s capital ratio above the minimum required. The Group’s regulatory capital position throughout the period to 30 June 2010 has continued to benefit from derogations from certain regulatory capital requirements which were granted on a temporary basis by the Financial Regulator following requests from the Bank. The derogations in effect at 30 June 2010 were granted by the Financial Regulator on 31 May 2010 and are consistent with those applicable at 31 December 2009. Details of all derogations currently applicable are disclosed in note 37 to the interim financial statements. On 30 July 2010, these derogations were extended to 31 August 2010 by the Financial Regulator. During the period the Bank established a Group Balance Sheet Management team with the objective to significantly strengthen the Group’s balance sheet and capital management capabilities. The Group has RWA denominated in non-Euro currencies, predominantly GBP and USD. The Group’s regulatory capital ratios are therefore sensitive to fluctuations in foreign exchange rates which result in changes to the Euro equivalent of RWA. A key immediate responsibility of the team was to put in place open long GBP and USD positions to hedge potential volatility in the regulatory capital ratios. These positions have generated gains in the period which offset the impact of the related increase in RWA on the Bank’s Tier 1 capital ratio. On 30 March 2010 the Financial Regulator published the results of its Prudential Capital Assessment Review (‘PCAR’) of Irish banking capital requirements over a three year period. New capital levels are being set for certain Irish banks covered under the Government guarantee schemes to ensure that they can withstand future losses, even under very stressed conditions. The PCAR process was undertaken to determine the recapitalisation requirements with reference to a target Core Tier 1 capital ratio of 8%. This capital will be principally in the form of equity, as a minimum 7% equity ratio requirement will apply. The new requirements will also mean that a bank must maintain a minimum level of 4% Core Tier 1 capital in a severely stressed scenario. The Financial Regulator has stated that these new capital requirements must be in place by 31 December 2010. The PCAR process has not yet been undertaken for the Bank as discussions on its restructuring plan are still ongoing.


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Costs

Operating expenses Restated* Restated* 6 months 6 months 15 months ended ended ended 30 June 31 March 31 December 2010 2009 2009 €m €m €m

Staff costs 67 54 155

Share-based payments - 37 37

Other administrative expenses 40 50 117

Depreciation and amortisation 12 10 35

Recurring operating expenses 119 151 344

Exceptional costs 14 - 42

Total operating expenses 133 151 386 Total recurring operating expenses for the six months to 30 June 2010 are €119m and exceptional costs are €14m. Staff costs for the period total €67m compared to €54m for the six months to 31 March 2009. Included in staff costs to 31 March 2009 are a release of prior period bonus accruals of €18m and a release of accruals relating to approved employee profit share schemes of €9m. Adjusting for these, staff costs have decreased by 17% on a like for like basis. Staff costs have been impacted by a reduction in the average number of employees, which has fallen by 393 from 1,753 in the period to 31 March 2009 to 1,360 in the period to 30 June 2010. The reduction in average staff numbers is primarily due to the voluntary redundancy programme announced in November 2009. As at 30 June 2010, 262 people have left the Bank under this programme with a small number of deferred leavers due to depart in the coming months. The remainder of the decrease can be attributed to natural attrition with limited replacements made to date. The Group headcount at 30 June 2010 is 1,253 which includes 92 people working in the Bank’s NAMA unit, a reduction from 1,537 as at 31 December 2009. There are no share-based payment scheme costs in the period to 30 June 2010. The prior period figure included an accelerated charge following the extinguishment of share options upon nationalisation. This represents an accounting charge recognised in accordance with IFRS and did not represent any value or payments to affected employees for the termination of their share options. Other administrative expenses have decreased by 20% since the corresponding prior period. Active cost management and control of discretionary spending has resulted in savings across general administrative, occupational, travel and promotional expenditure which offset increased legal costs arising in the period. Exceptional costs of €14m were incurred in the period and primarily relate to professional fees associated with the Bank’s restructuring process and the ongoing investigations into legacy matters. * The prior periods have been restated to reflect the impact of the adoption of the amendment to IFRS 2 'Share-based Payment: Vesting Conditions and Cancellations'. Further information is provided on pages 33 and 34.

Taxation No net taxation charge arises during the period.

Risks and uncertainties The Group is subject to a variety of risks and uncertainties in the normal course of its business activities. The principal risks and uncertainties facing the Bank at present are those related to general economic conditions, restructuring, NAMA, liquidity risk, credit risk, operational risk, capital and regulatory compliance risk, government policy risk, market risk, valuation risk, tax risk and litigation risk. The potential impact of these risks is mitigated by the Government’s explicit ongoing support regarding the Bank’s solvency. More detail is contained in the Principal risks and uncertainties statement on pages 19 to 22.

Subsequent events and likely future developments The key events that have occurred since the end of the period are reviewed in note 39 to the interim financial statements. The Group Chief Executive’s review and the Chairman’s statement review the outlook and likely future development of the Group. 1Gross of impairment provisions and including lending associated with the Group’s assurance company 2On a constant currency basis


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Principal risks and uncertainties

The Group is subject to a variety of risks and uncertainties in the normal course of its business activities. The Transparency (Directive 2004/109/EC) Regulations 2007 require a description of the principal risks and uncertainties facing the Group. The Board of Directors and senior management have ultimate responsibility for the governance of all risk taking activity and have established a framework to manage risk throughout the Group. Details of the risk management policies and processes that the Group adopts are contained in note 51 to the 2009 Annual Report and Accounts. The principal business risks and uncertainties below are those risks which the Directors currently believe to be material to the Group. The precise nature of all the risks and uncertainties that the Group faces cannot be predicted and many of these risks are outside the Group’s control. The principal risks and uncertainties outlined below should be read in conjunction with the Chairman’s statement and the Group Chief Executive’s review.

General economic conditions The Group’s results are influenced by general economic and other business conditions. The economic outlook remains challenging in the Group’s three key markets: Ireland, the UK and the US. These economies have experienced higher unemployment, reduced consumer and business confidence and a contraction in their housing markets, all of which have contributed to a decline in economic growth. Significant declines in the property markets in Ireland, the UK and the US have contributed to large write-downs in asset values by financial institutions, including the Bank. These write-downs have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions, to be nationalised and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have substantially reduced and, in some cases, stopped providing funds to borrowers, including other financial institutions. The results of the Group have been adversely affected by the deterioration in general economic conditions in the economies in which it operates, as well as by the decrease in the availability and increased cost of funding. Any continued deterioration in property prices could further adversely affect the Group’s financial condition and results of operations. The Group’s financial performance may also be affected by future recovery rates on assets and the historical assumptions underlying asset recovery may no longer be accurate given general economic instability. While conditions have improved there remains uncertainty surrounding the sustainability of the global economic recovery, particularly if fiscal and monetary supports are withdrawn.

Restructuring Financial support provided by the Government to the Group is subject to review by the European Commission (‘EC’) under EU State Aid rules. Over the last number of months the Group has been involved in detailed discussions with the Department of Finance and the EC in relation to the terms of the restructuring plan which was submitted on 31 May 2010. The EC will consider whether the plan demonstrates the Group’s long term viability, whether there is an appropriate sharing of the burden of restructuring costs and what measures are taken to limit distortions to competition arising from the financial support provided by the Government to the Group. The Board has submitted a plan to the EC to split the Bank, winding down at least 80% of the old bank and creating a new viable bank from the remaining good quality loan assets. No decision in relation to the form of the restructuring has yet been announced by the EC.

NAMA On 9 February 2010, the Bank applied to be designated as a participating institution in NAMA (‘National Asset Management Agency’). This application was accepted by the Minister for Finance on 12 February 2010. The NAMA Act provides for the acquisition by NAMA from participating institutions of eligible bank assets, which may include performing and non-performing loans made for the purpose, in whole or in part, of purchasing, exploiting or developing development land, and loans associated with those loans. In the six months to June 2010 the Bank transferred €10.1bn of assets to NAMA at an average discount of 54%. A further €25.9bn of loan assets have been identified for transfer in future tranches. A number of uncertainties remain over the nature, number, timing and valuation of the assets that are yet to be transferred, the fees that the Group will be paid for any work undertaken in relation to such assets and the fair value of the consideration to be received for those assets. A significant discount on the price that NAMA will pay for future tranches of loans could impact the Group's ability to meet its financial obligations without further Government support. The Group may be required to indemnify NAMA in respect of various matters, including NAMA's potential liability arising from any error, omission or misstatement on the part of the Group on information provided to NAMA. In addition, the EC may assess the compatibility and price of the transferred assets and could invoke a claw-back mechanism in the case of excess payments. The NAMA Act provides that up to five per cent of the debt securities that will be issued to a participating institution may be subordinated. If NAMA ultimately makes a loss, the Group may not recover the full value of those subordinated bonds. Notwithstanding these uncertainties, the transfer of assets to NAMA is a fundamental part of the Bank’s restructuring process and will serve as the primary mechanism for deleveraging the balance sheet, reducing risk exposure and providing additional liquidity.


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Principal risks and uncertainties continued

Liquidity risk Liquidity risk is the risk that the Group does not have sufficient funds available at all times to meet its contractual and contingent cash flow obligations. This risk is inherent in all banking operations and can be affected by a range of institution-specific and market-wide events. The Group’s liquidity is dependent on the continued support of its Shareholder and monetary authorities and may also be adversely affected by a number of other factors, including significant unforeseen changes in interest rates, ratings downgrades, higher than anticipated losses on loans and disruptions in the financial markets generally. The crisis in the global financial system has resulted in a sustained period of significant turbulence and uncertainty, with unprecedented levels of illiquidity, resulting in considerable problems at many financial institutions. The terms on which funding is available have also become more onerous and expensive. In response to major market instability and illiquidity, governments and central banks around the world have intervened in order to inject liquidity and capital into financial markets, and, in some cases, to prevent the failure of systemically important financial institutions. These various initiatives to stabilise financial markets are subject to revocation or change, which could have an adverse effect on the availability of funding to the Group. The Bank is a participating institution in both the guarantee scheme pursuant to the Credit Institutions (Financial Support) Scheme 2008 (‘CIFS scheme’) and the Credit Institutions (Eligible Liabilities Guarantee) Scheme 2009 (‘ELG scheme’). The ELG scheme updates and revises the guarantee issued under the CIFS scheme and is subject to ongoing six monthly review and approval under EU State Aid rules. The EC has approved a continuation and extension of the issuance period of the ELG scheme until 31 December 2010 for certain types of deposits and debt securities. The scheduled expiry in September 2010 of guarantees for certain previously covered liabilities may adversely impact the availability of funding. A review and amendment to the ELG scheme could impact the financial position of the Group. The perception of counterparty and country risk has remained high during the period with contagion concerns arising from the debt crisis contributing to reductions in, and increased costs of, wholesale funding. Accordingly, in common with many other banks, the Group’s access to traditional sources of liquidity remains constrained. This has resulted in a further reduction in liquidity and an increase in the Group’s reliance on liquidity schemes provided by monetary authorities. The quality of the Group’s eligible collateral which is capable of being pledged against borrowings from monetary authorities may be influenced by the sovereign rating of Ireland. In addition, the Bank, like other Irish financial institutions which issued debt under the Government guarantee schemes, has significant debt obligations falling due in September 2010 which will require refinancing. As the Bank’s reserves of unencumbered liquid assets which it can pledge as collateral are limited, and depending on the timing of the transfer of future tranches to NAMA (and corresponding receipt of NAMA bonds), refinancing may require increased access to special funding facilities with monetary authorities. Should monetary authorities materially change their eligibility criteria or limit the Bank’s access to such special funding facilities this would adversely affect the Group’s financial condition and prospects. The Group relies on customer deposits to meet a considerable portion of its funding requirements and those deposits are subject to fluctuation due to certain factors, such as a loss of confidence, reputational damage or competitive pressures, which could result in a significant outflow of deposits within a short period of time. Macro-economic factors can also impact the quantum of funds customers have available to place on deposit. The availability of commercial deposits is often dependent on credit ratings and any further downgrade could limit the Group’s liquidity and therefore increase liquidity risk. The availability of government support is a consideration in credit rating agencies’ assessments of financial institutions. A downgrade in the sovereign rating of Ireland may result in a downgrading of the Group, which could in turn impact the volume and pricing of its funding. In addition, restrictions imposed by monetary or regulatory authorities on the Group’s deposit taking activities could also materially impact the Group. Negative public and market opinion can result from the actual or perceived manner in which the Group conducts its business activities and could adversely affect the Group’s ability to attract and retain corporate and retail deposit customers. Within the banking industry the default by any one institution could lead to defaults by other institutions. Concerns about, or a default by, one institution could lead to significant liquidity problems, losses or defaults by other institutions, whose commercial soundness may be closely related as a result of their credit, trading, clearing or other relationships. This risk is sometimes referred to as systemic risk and may adversely affect the Group’s ability to raise funding.

Credit risk Credit risk is the risk of suffering financial loss, should any of the Group’s customers or counterparties fail to fulfil their contractual obligations to the Group. The principal credit risk that the Group faces arises mainly from loans and advances to customers. Adverse changes in the credit quality of the Group’s borrowers, counterparties and their guarantors, and adverse changes arising from the general deterioration in global economic conditions, have reduced the recoverability of the Group’s loan assets and have increased the quantum of impaired loans and impairment charges during the period. The Group has exposures to a range of customers in different geographies, including exposures to investors in, and developers of, commercial and residential property. Property prices have shown significant declines throughout the last year and developers of commercial and residential property are facing particularly challenging market conditions, including substantially lower prices and volumes. In addition, the Group’s exposure to credit risk is exacerbated when the collateral it holds cannot be realised or is liquidated at prices that are not sufficient to recover the full amount of the loan, which is most likely to occur during periods of illiquidity and depressed asset valuations, such as those currently being experienced. Property markets have been severely impacted by a lack of confidence and liquidity which has led to a significant reduction in property values across all of the Bank’s markets. This, together with an extremely difficult operating environment in the Group’s key markets,


20


JA-238



particularly in Ireland, and the rapid erosion of clients’ net worth has resulted in a substantial deterioration in the asset quality of the Bank’s loan book. While there are positive signs that the Group’s key markets are emerging from recession there remains continuing uncertainty surrounding the sustainability of this recovery, the long term impact of NAMA and the future direction of commercial property markets. The Group’s financial performance will be affected by future recovery rates on loan assets. Any further deterioration in property prices, any failure of prices to recover to their long term averages or any delay in realising collateral secured on these loan assets will further adversely affect the Group’s financial condition and results of operations.

Operational risk Operational risk is the risk of loss arising from inadequate controls and procedures, unauthorised activities, outsourcing, human error, systems failure and business continuity. Operational risk is inherent in every business organisation and covers a wide spectrum of issues. The Group’s operations are dependent on the ability to process a large number of transactions efficiently and accurately while complying with applicable laws and regulations. There are inherent limitations to the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls and procedures. Operational risk and losses can therefore result from internal and external fraud, errors by employees and failure to document or execute transactions properly. The Group’s management of its exposure to operational risk is governed by a policy prepared by Group Risk Management and approved by the Risk and Compliance Committee. The Group’s capacity to successfully minimise operational risk is partially dependent on its ability to attract and retain highly skilled and qualified personnel. The loss of key employees could have a material adverse impact on the Group’s operations.

Capital and regulatory compliance risk Capital risk is the risk that the Group has insufficient capital resources to meet its minimum regulatory capital requirements. Regulatory compliance risk arises from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the financial services industry. Changes in government policy, legislation or regulatory interpretation applying to the financial services industry may adversely affect the Group’s capital requirements and, consequently, reported results and financing requirements. These changes include possible amendments to government and regulatory policies and solvency and capital requirements. The Group’s ability to maintain its regulatory capital ratios could be affected by a number of factors, including the price NAMA will pay for future tranches of loans to be transferred, the credit quality of the Group’s loan portfolio following the NAMA transfer and the level of risk weighted assets (‘RWA’). The level of RWA is impacted by market factors such as changes to interest rates and foreign exchange rates and also changes to the external credit ratings of counterparties. Non-compliance with capital and other regulatory requirements could lead to fines, public reprimands, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate. If the Group is required to strengthen its capital position it will necessitate further capital contributions by its Shareholder. As a result of the continuing losses incurred during the period there has been a further deterioration in the Bank’s regulatory capital base. The Minister for Finance, having acknowledged the Group’s systemic importance to the Irish economy, has again taken measures to ensure the Bank is appropriately capitalised. On 31 March 2010 the Bank received an initial promissory note to the value of €8.3bn from the Minister for Finance. The promissory note provided for the issuance of adjustment instruments which could amend the original principal amount of the note. In this regard, the Minister increased the principal amount of the promissory note by €2.0bn to €10.3bn on 28 May 2010. On 30 June 2010 the Minister wrote to the Chairman to once again confirm his commitment to increase the principal amount of the promissory note to ensure the Bank had sufficient capital to continue to meet its regulatory capital requirements as at 30 June 2010. Subsequently on 23 August 2010 the Minister fulfilled his June 2010 commitment by increasing the principal amount of the promissory note by €8.58bn to €18.88bn. The capital contributions made to date by the Minister for Finance are evidence of the Shareholder’s stated commitment to ensuring that the Bank remains adequately capitalised. €25.9bn of assets have been identified for future transfer to NAMA and while the final determined transfer price may trigger additional losses and further capital requirements in the short term, the asset transfers are expected to significantly reduce the level of risk weighted assets, easing pressure on the Bank’s overall capital requirement in the future.

Government policy risk As the only Shareholder, the Government is in a position to exert significant influence over the Group and its business. Irish Government policy in respect of both the Bank and the wider financial services sector has a major impact on the Group. Changes to Government policies or the amendment of existing policies could adversely impact the financial condition and prospects of the Group.


21


JA-239



Market risk Market risk is the risk that the Group’s earnings will be adversely affected by changes in the level, or volatility, of market rates or prices such as interest rates, credit spreads, equity prices and foreign exchange rates. Changes in interest rates and spreads may affect the interest rate margin realised between lending and borrowing costs.

Valuation risk To establish the fair value of financial instruments, the Group relies on quoted market prices or, where the market for a financial instrument is not sufficiently active, internal valuation models that utilise observable market data. In certain circumstances, observable market data for individual financial instruments or classes of financial instruments may not be available. The absence of quoted prices in active markets increases reliance on valuation techniques and requires the Group to make assumptions, judgements and estimates to establish fair value. In common with other financial institutions, these internal valuation models are complex, and the assumptions, judgements and estimates the Group is required to make often relate to matters that are inherently uncertain. These judgements and estimates are updated to reflect changing facts, trends and market conditions and any resulting change in the fair values of the financial instruments could have an adverse effect on the Group’s earnings and financial position.

Tax risk The Group is subject to the application and interpretation of tax laws in all the countries in which it operates. Tax risk is the risk associated with changes in tax law or the interpretation of tax law. It also includes the risk of changes in tax rates and the risk of consequences arising from a failure to comply fully with the laws and procedures required by the relevant tax authorities. Failure to manage tax risks could lead to increased tax charges, including financial or operational penalties.

Litigation risk The Group’s business is subject to the risk of litigation by customers, employees, shareholders or other third parties through private actions, class actions, administrative proceedings, regulatory actions, criminal proceedings or other litigation. The outcome of any such litigation, proceedings or actions is difficult to assess or quantify. The cost to defend future proceedings or actions may be significant. There may also be adverse publicity associated with any such litigation, proceedings or actions that could impact the Group and result in a decrease in customer acceptance of the Group’s services, regardless of whether the allegations are valid or whether the Group is ultimately found liable. As a result, such litigation, proceedings or actions may adversely affect the Group’s business, financial condition, results, operations or reputation. In the period since December 2008, various regulatory bodies in Ireland have initiated investigations (including in some cases, criminal investigations) into certain aspects of the Bank’s business, including certain loan and other transactions involving former Directors and certain third parties. These investigations are ongoing and it is not possible at this stage to give any indication as to whether these investigations will result in civil, administrative or criminal proceedings against the Bank or any of its former Directors or officers.


22


JA-240


Statement of Directors’ responsibilities

The Directors are responsible for preparing the Interim Report in accordance with International Accounting Standard 34 (‘IAS 34’), the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Irish Financial Services Regulatory Authority. The Directors confirm that the condensed set of financial statements have been prepared in accordance with IAS 34 and that it gives a true and fair view of the assets, liabilities, financial position and loss of the Group and that, as required by the Transparency (Directive 2004/109/EC) Regulations 2007, the Interim Report includes a fair review of:

• important events that have occurred during the six months ended 30 June 2010;

• the impact of those events on the condensed financial statements;

• a description of the principal risks and uncertainties for the remaining six months of the financial year; and

• details of any related party transactions that have materially affected the Group’s financial position or performance in the six months ended 30 June 2010.

Directors: Alan Dukes (Chairman) A.M.R. (Mike) Aynsley (Group Chief Executive) Gary Kennedy (Non-executive Director) Secretary: Dr. Max Barrett


23


JA-241


Consolidated income statement (unaudited)

For the 6 months ended 30 June 2010Restated* Restated*

6 months 6 months 15 monthsended ended ended

30 June 31 March 31 December2010 2009 2009

Note €m €m €m

Interest and similar income 1,098 2,597 4,634

Interest expense and similar charges (746) (1,741) (3,109)

Net interest income 3 352 856 1,525

Fee and commission income 4 23 57 98

Fee and commission expense 4 (41) (57) (142)

Net trading income/(expense) 5 1 (389) (427)

Financial assets designated at fair value 6 (23) (68) (53)

Gains on repurchase of financial liabilities measured at amortised cost 7 - 6 1,758

Other operating (expense)/income 8 (28) 35 15

Other (expense)/income (68) (416) 1,249

Total operating income 284 440 2,774

Administrative expenses 9 (121) (141) (351)

Depreciation (8) (4) (22)

Amortisation of intangible assets - software (4) (6) (13)

Total operating expenses (133) (151) (386)

Operating profit before loss on disposals to NAMA and provisions for impairment 151 289 2,388

Loss on disposal of assets to NAMA 11 (3,468) - -

Provisions for impairment 12 (4,853) (4,335) (15,105)

Operating loss (8,170) (4,046) (12,717)

Share of results of associate and joint ventures (40) (126) (167)

Profit on disposal of businesses - 49 49

Loss before taxation (8,210) (4,123) (12,835)

Taxation 13 - 335 120

Loss for the period (8,210) (3,788) (12,715)

Attributable to:

Owner of the parent (8,210) (3,778) (12,705)

Non-controlling interests - (10) (10)

(8,210) (3,788) (12,715)

* The prior periods have been restated to reflect the impact of the adoption of the amendment to IFRS 2 'Share-based Payment: Vesting Conditions and Cancellations'. Further information is provided on pages 33 and 34.

The notes on pages 32 to 79 form an integral part of the condensed interim financial statements.


24


JA-242


Consolidated statement of comprehensive income (unaudited)




Note €m €m €m

Loss for the period (8,210) (3,788) (12,715)

Other comprehensive income

Net actuarial (losses)/gains in retirement benefit schemes, after tax 10 (16) (6) 2

Net change in cash flow hedging reserve, after tax 31 (24) 196 119

Net change in available-for-sale reserve, after tax 31 (11) (460) 356

Foreign exchange translation 31 37 3 (47)

Other comprehensive income for the period, after tax 32 (14) (267) 430

Total comprehensive income for the period (8,224) (4,055) (12,285)

Attributable to:

Owner of the parent (8,224) (4,045) (12,275)

Non-controlling interests - (10) (10)

(8,224) (4,055) (12,285)




25


JA-243


Consolidated statement of financial position (unaudited)

As at 30 June 201030 June 31 December 31 March

2010 2009 2009Note €m €m €m

Assets

Cash and balances with central banks 14 79 302 266 Financial assets at fair value through profit or loss

- held on own account 15 79 118 166 - held in respect of liabilities to customers under investment contracts 27 239 244 277 Derivative financial instruments 16 2,742 2,483 4,708 Loans and advances to banks 17 8,032 7,360 6,698 Assets classified as held for sale 18 16,886 25,892 - Amount due from Shareholder 19 8,580 8,300 - Available-for-sale financial assets 20 4,622 7,890 7,761 Promissory note 21 10,407 - - Government debt securities at amortised cost 22 4,061 - - Loans and advances to customers 23 29,478 30,852 66,638 Interests in joint ventures 108 142 147 Intangible assets - software 20 21 20 Investment property

- held on own account 254 267 293 - held in respect of liabilities to customers under investment contracts 27 1,228 1,143 1,107 Property, plant and equipment 22 24 31 Current taxation 60 74 123 Retirement benefit assets 10 - 7 - Deferred taxation 63 46 230 Other assets 40 29 31 Prepayments and accrued income 23 18 46 Total assets 87,023 85,212 88,542

Liabilities

Deposits from banks 24 33,301 32,971 30,478 Customer accounts 25 23,156 27,214 34,106 Derivative financial instruments 16 4,391 2,669 4,017 Debt securities in issue 26 16,518 15,148 14,228 Liabilities to customers under investment contracts 27 366 383 469 Current taxation 2 2 - Other liabilities 193 170 86 Accruals and deferred income 114 102 106 Retirement benefit liabilities 10 9 - 2 Deferred taxation - - 4 Subordinated liabilities and other capital instruments 28 2,447 2,383 4,945 Total liabilities 80,497 81,042 88,441

Share capital 29 4,123 4,123 123 Share premium 1,156 1,156 1,156 Capital reserve 30 18,880 8,300 - Other reserves 31 (150) (152) (841)Retained earnings (17,484) (9,258) (339)Shareholders' funds 6,525 4,169 99 Non-controlling interests 1 1 2 Total equity 6,526 4,170 101

Total equity and liabilities 87,023 85,212 88,542



26


JA-244


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27


JA-245


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28


JA-246


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29


JA-247


Consolidated statement of cash flows (unaudited)




Note €m €m €mCash flows from operating activities

Loss before taxation (8,210) (4,123) (12,835)

Provisions for impairment 4,853 4,335 15,105

Loss on disposal of assets to NAMA 3,468 - -

Gains on repurchase of financial liabilities measured at amortised cost - (6) (1,758)

Interest earned on available-for-sale financial assets (67) (175) (336)

Financing costs of subordinated liabilities and other capital instruments 13 132 131

Other non-cash items 34 (109) 32 75

(52) 195 382

Changes in operating assets and liabilities

Net increase in deposits from banks 330 9,508 12,001

Net decrease in customer accounts (4,058) (16,818) (23,710)

Net increase/(decrease) in debt securities in issue 1,370 (3,046) (2,126)

Net (increase)/decrease in loans and advances to customers (1) (1,929) 1,342 964

Net increase in loans and advances to banks (1,722) (1,511) (1,654)

Net (increase)/decrease in assets held in respect of liabilities to customers under investment contracts (80) 881 878

Net decrease in investment contract liabilities (17) (722) (808)

Net decrease in financial assets at fair value through profit or loss held on own account 39 79 127

Net movement in derivative financial instruments 1,426 221 1,004

Net (increase)/decrease in other assets (11) 2 (2)

Net decrease in other liabilities (18) (70) (69)

Exchange movements (135) 82 87

(4,857) (9,857) (12,926)

Tax (paid)/refunded - (9) 22

Net cash flows from operating activities (4,857) (9,866) (12,904)

Cash flows from investing activities (note a) 3,500 (27) 375

Cash flows from financing activities (note b) (9) (105) 2,998

(1,366) (9,998) (9,531)

Opening cash and cash equivalents 4,779 14,535 14,535

93 (315) (225)

Closing cash and cash equivalents 34 3,506 4,222 4,779

(1) Net (increase)/decrease in loans and advances to customers includes assets classified as held for sale.

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net cash flows from operating activities before taxation



30


JA-248


Consolidated statement of cash flows (unaudited) (continued)

For the 6 months ended 30 June 20106 months 6 months 15 months

ended ended ended30 June 31 March 31 December

2010 2009 2009€m €m €m

(a) Cash flows from investing activities

Purchases of available-for-sale financial assets (540) (2,473) (3,252)

Sales and maturities of available-for-sale financial assets 3,950 2,391 3,471

99 193 338

Proceeds on disposals of businesses - 141 141

Purchases of property, plant and equipment - (2) (3)

Additions to intangible assets - software (3) (6) (14)

Investments in joint venture interests (2) (1) (37)

Proceeds on disposals of joint venture interests - - 5

Distributions received from joint venture interests 1 2 5

Purchases of investment property held on own account (12) (272) (279)

7 - -

Net cash flows from investing activities 3,500 (27) 375

(b) Cash flows from financing activities

Proceeds of equity share issues - - 4,000

- (1) (827)

(9) (104) (175)

Net movements in own shares - (5) (5)

Additions to non-controlling interests - 10 10

Distributions paid to non-controlling interests - (5) (5)

Net cash flows from financing activities (9) (105) 2,998

Interest received on available-for-sale financial assets net of associated hedges


Proceeds on disposals of investment property held on own account

Repurchase of subordinated liabilities and other capital instruments

Coupons paid on subordinated liabilities and other capital instruments


31


JA-249


Notes to the interim financial statementsIndex to the notes to the interim financial statements

Note Page

1 Basis of preparation 33

2 Segmental reporting 36

3 Net interest income 38

4 Fee and commission income and expense 39

5 Net trading income/(expense) 40

6 Financial assets designated at fair value 40

7 Gains on repurchase of financial liabilities measured at amortised cost 40

8 Other operating (expense)/income 41

9 Administrative expenses 41

10 Retirement benefits 42

11 Loss on disposal of assets to NAMA 43

12 Provisions for impairment 44

13 Taxation 45

14 Cash and balances with central banks 45

15 Financial assets at fair value through profit or loss - held on own account 45

16 Derivative financial instruments 46

17 Loans and advances to banks 47

18 Assets classified as held for sale 48

19 Amount due from Shareholder 49

20 Available-for-sale financial assets 49

21 Promissory note 51

22 Government debt securities at amortised cost 51

23 Loans and advances to customers 52

24 Deposits from banks 53

25 Customer accounts 53

26 Debt securities in issue 54

27 Liabilities to customers under investment contracts 55

28 Subordinated liabilities and other capital instruments 56

29 Share capital 57

30 Capital reserve 57

31 Other reserves 58

32 Income tax effects relating to other comprehensive income 59

33 Contingent liabilities, commitments and other contingencies 60

34 Statement of cash flows 61

35 Risk management 62

36 Fair value hierarchy 73

37 Capital resources 74

38 Related party transactions 77

39 Events after the reporting period 79

40 Approval 79


32


JA-250


Notes to the interim financial statements continued

1. Basis of preparation

1.2 Adoption of new accounting standards

Amendment to IFRS 2 - Share-based Payment

The following standards and amendments to standards, which apply to the Group, have been adopted during the period ended 30 June 2010:

The amendment to IFRS 2 clarifies the accounting treatment of cancellations and vesting conditions of share-based payment schemes. It clarifies that the only allowable vesting conditions are service or performance conditions. Other features of a share-based payment are not vesting conditions. The amendment also clarifies that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The main impact of this amendment for the Group arises from cancellations by employees of contributions to the Group’s Save As You Earn ('SAYE') scheme. Previously such cancellations would have resulted in the reversal of SAYE scheme expenses recognised in prior periods.

Notwithstanding the existence of such uncertainties, the Directors, in making this determination, have taken into account the following mitigating factors: total capital injections in 2009 of €12.3bn, a further €2.0bn in May 2010 and an additional €8.58bn in June 2010, consideration of the Minister's letters of 22 December 2009 and 30 June 2010 which restate his previous commitments in relation to ensuring that the Bank has sufficient capital to continue to meet its regulatory capital requirements, the commencement of the NAMA disposals process and receipt of NAMA senior floating rate notes which are liquidity enhancing, evidence of an improvement in both the UK and US commercial property markets, the continued support of the Government in relation to funding, and the restatement of the Government's commitment to safeguard the financial system of the State as evidenced by the introduction of measures by the Government to improve liquidity.

In making the determination the Board has assumed the continuing availability of secured funding facilities with the Central Bank and other special funding arrangements if required. As a result, the Directors are satisfied that it is appropriate that the Group's financial statements continue to be prepared on a going concern basis.

1.1 Basis of preparation

In line with the financial reporting periods of other commercial State bodies, the Bank has changed its reporting period end from 30 September to 31 December, and therefore its interim period end from 31 March to 30 June. The Bank has determined that it is appropriate to provide comparative information for the six months to 31 March 2009, as previously published, rather than to restate to the new interim reporting period basis. As a result, comparative information for the six months ended 31 March 2009 has been presented.

The Interim Report for the six months ended 30 June 2010 has been prepared in accordance with the requirements of the European Union (‘EU’) Transparency Directive and IAS 34 ‘Interim Financial Reporting’, as adopted by the EU. It should be read in conjunction with the Group’s financial statements for the fifteen months ended 31 December 2009 which were prepared in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the EU and applicable as at that date. The accounting policies applied in preparing this Interim Report are consistent with those set out in the 2009 Annual Report and Accounts. The financial statements are presented in euro, rounded to the nearest million.

Both the figures for the six months ended 30 June 2010 and the figures for the six months ended 31 March 2009 are unaudited. The summary financial statements for the period ended 31 December 2009, as presented in this Interim Report, represent an abbreviated version of the Group’s full accounts for that period, which have been filed in the Companies Registration Office in Ireland.

Following an assessment, the Directors have determined that it is reasonable to conclude that the Bank will continue in operational existence for the foreseeable future and therefore the financial statements have been prepared on a going concern basis. This assessment is underpinned by the Minister for Finance's consistent statements that the Government will ensure the continued viability of all systemic Irish financial institutions, including the Bank, in a manner which is consistent with EU State Aid rules.

In making this assessment the Directors considered the potential impact that the following risk factors and uncertainties could have on the future performance and financial position of the Bank: liquidity and funding, the NAMA process, credit quality, regulatory capital, EU State Aid considerations, regulatory considerations and political factors impacting both the Group and the industry. Liquidity and funding risk considerations take into account the Group's ability to continue to access wholesale and money market lines, the ability to continue to access essential central bank and other special funding arrangements, projected re-finance risks and the expected behaviour of the Bank’s retail and corporate depositors, especially in the context of amendments to Government guarantees. The timing of the NAMA asset disposals and the valuation discounts applied are important considerations both from a capital perspective but also from a liquidity perspective. Credit quality will largely follow trends in the main economic environments in which the Group operates, which are still uncertain. In addition, decisions by regulatory authorities, the EU or the body politic could adversely impact upon the Bank's ability to continue as a going concern.


33


JA-251



1. Basis of preparation continued

1.2 Adoption of new accounting standards continued

Amendment to IFRS 2 - Share-based Payment continued

Amendment to IFRS 7 - Financial Instruments: Disclosures

IFRS 8 - Operating Segments

1.3 Prospective accounting changes

1.4 Significant accounting estimates and judgements

Loan impairment

The amendment to IFRS 7 requires the use of a three-level fair value hierarchy to provide additional disclosures about the relative reliability of measurement bases used to calculate financial instrument fair values. In addition, the amendment clarifies and enhances the disclosures in respect of liquidity risk required in annual financial statements.

Under the amendment, in the event of a cancellation the Group recognises immediately the amount of the expense that would have otherwise been recognised over the remainder of the vesting period. As all rights outstanding under the various share-based payment schemes were extinguished following the Bank’s nationalisation in January 2009, the adoption of the amendment has had no impact on the Group’s financial statements for the current period. However, the amendment is applied retrospectively and has resulted in a restatement of the comparative figures. The comparative income statements for the fifteen months ended 31 December 2009 and the six months ended 31 March 2009 have been adjusted to increase administrative expenses, and therefore the loss before taxation, by €6m. The adoption of the amendment has not impacted the statement of financial position for the comparative reporting dates.

IFRS 8 replaces IAS 14 'Segmental Reporting'. It requires segmental information to be presented on the same basis as that used by the chief operating decision maker in order to allocate resources and to assess segment performance. The introduction of this standard has not had a significant impact on Group reporting.

The determination of these provisions requires the exercise of considerable subjective judgement by management involving matters such as future economic conditions, trading performance of client businesses and the valuation of underlying collateral held. Provision calculations are highly sensitive to the underlying assumptions made in relation to the amount and timing of future cash flows, including the sale of assets held as collateral. The Group’s assessment in cases where it plans to continue to support the borrower is primarily based on the strategy and business model of the client, which may make assumptions in relation to a return to more normalised property market conditions and higher asset values over time.

A number of other amendments and interpretations to IFRS have been published that first apply from 1 January 2010. These have not resulted in any material changes to the Group's accounting policies.

A number of accounting developments which will apply in future years are described in the 2009 Annual Report and Accounts. The most significant is IFRS 9 - Financial Instruments: Classification and Measurement. Adoption of the standard is not mandatory until accounting periods beginning on or after 1 January 2013 and therefore the Group has not yet fully assessed the potential impact of this development. It is the first phase of a project to replace IAS 39 - Financial Instruments: Recognition and Measurement. Its aim is to reduce the complexity of accounting for financial assets and in so doing to aid investors’ and other users’ understanding of financial information. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortised cost or fair value, replacing the many different rules in IAS 39. It also requires a single impairment method to be used which replaces the various methods currently prescribed in IAS 39.

The reported results of the Group are sensitive to the accounting policies, assumptions and estimates that underlie the preparation of its financial statements. The judgements and estimates involved in the Group's accounting policies that are considered by the Board to be the most important to the portrayal of the Group's financial condition are summarised in note 1 to the 2009 Annual Report and Accounts. The use of estimates, assumptions or models that differ from those adopted by the Group could affect its reported results.

The most significant estimates and judgements applicable to the current period are as follows:

The estimation of potential loan losses is inherently uncertain and dependent upon many factors. On an ongoing basis potential issues are identified as a result of individual loans being regularly monitored. The Group also performs, semi-annually, a formal bottom up review of its loan portfolios. This loan monitoring and review process determines whether there is any objective evidence of incurred impairment. Impairment under IFRS is only recognised in respect of incurred losses. Future potential losses cannot be provided for. If there is objective evidence that a loan is currently impaired, a provision is recognised equating to the amount by which the carrying value of the loan exceeds the present value of its expected future cash flows. Provisions are calculated on an individual basis with reference to expected future cash flows, including those arising from the realisation of collateral.


34


JA-252




1.4 Significant accounting estimates and judgements continued

Loan impairment continued

Assets classified as held for sale

Impairment of available-for-sale financial assets

The majority of the Group’s collateral consists of property assets. The values of these assets have declined significantly as a result of the economic downturn. In the current market, where there is limited transactional activity, there may be a wide range of valuation estimates. Changes in estimated realisable collateral values and the timing of their realisation could have a material effect on the amount of impairment provisions reflected in the income statement and the closing provisions in the statement of financial position.

The Group has evaluated the impact on its specific impairment charge, for both loans and advances to customers and loans classified as held for sale, of applying a lower estimate of the realisable value of collateral and of a change in the timing of the realisation of these assets. The Bank estimates that a decrease of 10% in realisable collateral values on currently impaired loans would have increased the impairment charge for the period by approximately €1.8bn (15 months ended 31 December 2009: approximately €2.0bn). Similarly, an extension of one year in the timing of the realisation of these assets would have increased the impairment charge by approximately €0.6bn (15 months ended 31 December 2009: approximately €0.6bn). These estimates are based on impaired loans at 30 June 2010. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly.

An additional incurred but not reported ('IBNR') collective provision is required to cover losses inherent in the loan book where there is objective evidence to suggest that it contains impaired loans, but the individual impaired loans cannot yet be identified. This provision takes account of observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of loans with similar credit risk characteristics, although the decrease cannot yet be identified within the individual loans in the group.

This provision is calculated by applying incurred loss factors to groups of loans sharing common risk characteristics. Loss factors are determined by historical loan loss experience as adjusted for current observable market data. Adjustments reflect the impact of current conditions that did not affect the years on which the historical loss experience is based and remove the effects of conditions in the historical period that do not exist currently. The provision amount is also adjusted to reflect the appropriate loss emergence period. The loss emergence period represents the time it takes following a specific loss event on an individual loan for that loan to be identified as impaired. The loss emergence period applied in the period was six months (31 December 2009: six months).

Assets that the Bank believes will be transferred to NAMA are classified as held for sale in the statement of financial position. The Bank has no control over the quantity of eligible assets that NAMA will acquire or over the valuation NAMA will place on those assets. NAMA has not confirmed to the Bank the total value of eligible assets it expects to purchase or the consideration it will pay in respect of those assets. Held for sale assets also include certain US assets scheduled to be sold to third parties. Assets continue to be measured on the same basis as prior to their reclassification as held for sale.

Assets will continue to be carried in the statement of financial position until they legally transfer. The amount of consideration received will be measured at fair value and any difference between the carrying value of the asset on the date of disposal and the consideration received will be recognised in the income statement.

The future credit quality of loan portfolios against which an IBNR collective provision is applied is subject to uncertainties that could cause actual credit losses to differ materially from reported loan impairment provisions. These uncertainties include factors such as local and international economic conditions, borrower specific factors, industry trends, interest rates, unemployment levels and other external factors. For loan impairment details, see notes 18 and 23.

The determination of whether or not objective evidence of impairment is present requires the exercise of management judgement, particularly in relation to asset backed securities (‘ABS’) where exposures are not to a single obligor but rather to a diverse pool of underlying collateral. In addition, these investments also include credit enhancement features such as over-collateralisation or subordination that must also be evaluated in the impairment assessment.

In the case of debt instruments classified as available-for-sale financial assets the Group has considered the decline in fair values to ascertain whether any impairment has occurred. Impairment is recognised when there is objective evidence that a specific financial asset is impaired. Evidence of impairment is assessed by reference to the underlying assets of the debt instrument, the most up to date market valuations and whether there is evidence of a significant or prolonged decline in fair value, and all other available information.


35


JA-253




1.4 Significant accounting estimates and judgements continued

Fair value

2. Segmental reporting

Financial Markets

Wealth Management

Group items

The Bank has business banking operations in three main markets - Ireland, the United Kingdom and North America.

The Financial Markets division manages the Group’s funding and liquidity requirements and executes Group interest rate and foreign exchange risk management strategies. This segment also includes revenue from the provision of foreign exchange and risk management solutions for corporate customers.

Group includes capital-related items including the return earned on the Group’s equity capital, gains on repurchase of financial liabilities, the margin cost of subordinated liabilities and other capital instruments, and other central costs and items.

The Wealth Management division provides clients with a variety of services including private banking, fund management and retirement planning.

The Group has four reportable operating segments, as detailed below, which reflect the internal financial and management reporting structure. The chief operating decision makers rely primarily on the Group management accounts as the basis for assessing the performance of each segment and making decisions about resource allocations.

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable and willing parties in an arm's length transaction. Fair values are determined by reference to observable market prices where these are available and are reliable. Where representative market prices are not available or are unreliable, fair values are determined by using valuation techniques which refer to observable market data. These include prices obtained from independent third party pricing service providers, comparisons with similar financial instruments for which observable market prices exist, discounted cash flow analyses, option pricing models and other valuation techniques commonly used by market participants.

Where non-observable market data is used in valuations, any resulting difference between the transaction price and the valuation is deferred. The deferred day one profit or loss is either amortised over the life of the transaction, deferred until the instrument’s fair value can be determined using market observable inputs or realised through settlement, depending on the nature of the instrument and availability of market observable inputs. The accuracy of fair value calculations could be affected by unexpected market movements when compared to actual outcomes. Due to the increasing significance of credit related factors, determining the fair value of corporate interest rate derivative financial assets requires considerable judgement. In the absence of unadjusted quoted market prices, valuation techniques take into consideration the credit quality of the underlying loans when determining fair value.

Business Lending

Revenue includes interest and similar income, fee and commission income, net trading income/(expense), the net change in value of financial assets designated at fair value, gains on repurchase of financial liabilities measured at amortised cost and other operating (expense)/income. Inter-segment transactions are conducted on an arm's length basis.

Amounts reported for each segment are as disclosed in the management accounts. On 1 January 2010 all Wealth Management loans and advances and the related income were transferred to Business Lending. Prior period comparatives have been adjusted to reflect these changes.


36


JA-254



2. Segmental reporting continued

Business segments

Inter-Business Financial Wealth Group segmentLending Markets Management items eliminations Group

€m €m €m €m €m €m

Revenue from external customers 805 113 (18) 171 - 1,071

Inter-segment revenue - 593 - 76 (669) -

Total revenue 805 706 (18) 247 (669) 1,071

Loss before taxation (7,506) (41) (74) (589) - (8,210)

Total external assets 46,519 15,467 1,771 23,266 - 87,023


€m €m €m €m €m €m

Revenue from external customers 2,159 290 (34) (177) - 2,238

Inter-segment revenue - 1,347 - - (1,347) -

Total revenue 2,159 1,637 (34) (177) (1,347) 2,238

Loss before taxation (3,346) (288) (209) (274) - (4,117)

Total external assets 66,767 19,473 1,851 451 - 88,542


€m €m €m €m €m €m

Revenue from external customers 3,971 420 (14) 1,648 - 6,025

Inter-segment revenue - 1,918 - - (1,918) -

Total revenue 3,971 2,338 (14) 1,648 (1,918) 6,025

Loss before taxation (12,254) (1,339) (615) 1,379 - (12,829)

Total external assets 56,940 18,069 1,711 8,492 - 85,212

15 months ended 31 December 2009

6 months ended 30 June 2010

6 months ended 31 March 2009


37


JA-255



3. Net interest income 6 months 6 months 15 monthsended ended ended


€m €m €m

Interest and similar income

Interest on loans and advances to banks 25 143 194

Interest on loans and advances to customers (including loans classified as held for sale) 899 2,270 4,091

Interest on available-for-sale financial assets 67 175 336

Interest on promissory note 94 - -

Interest on Government debt securities at amortised cost 10 - -

Finance leasing and hire purchase income 1 3 5

1,096 2,591 4,626

Interest on financial assets at fair value through profit or loss held on own account 2 6 8

1,098 2,597 4,634

Interest expense and similar charges

Interest on deposits from banks (251) (361) (758)

Interest on customer accounts (342) (927) (1,716)

Interest on debt securities in issue (140) (321) (504)

Interest on subordinated liabilities and other capital instruments (13) (132) (131)

(746) (1,741) (3,109)

Net interest income 352 856 1,525

Interest on loans and advances to customers includes €94m (31 March 2009: €667m; 31 December 2009: €1,212m) which has been capitalised on customer loan balances. The Bank's credit policy was revised in 2009 to restrict the approval of new or extended interest roll-up facilities.

Interest on deposits from banks includes €153m (31 March 2009: €27m; 31 December 2009: €240m) in respect of amounts borrowed under a Special Master Repurchase Agreement and a Master Loan Repurchase Agreement from the Central Bank and Financial Services Authority of Ireland (note 24). The interest rate on both facilities is set by the Central Bank and advised at each rollover, and is currently linked to the European Central Bank marginal lending facility rate.

Interest and similar income includes net exchange losses of €33m (31 March 2009: gains of €71m; 31 December 2009: gains of €47m).

Included within net interest income is €254m (31 March 2009: €29m; 31 December 2009: €236m) in respect of impaired customer loan balances. Specific impairment on individual loans is calculated based on the difference between the current loan balance and the discounted value of estimated future cash flows on the loan. The impact of the unwinding of this discount, as the time to the realisation of the estimated future cash flows shortens, is recognised as interest income in accordance with IFRS.

A reduction in market interest rates across the Bank’s three core operating currencies of EUR, GBP and USD has resulted in a decrease in gross interest income and expense relative to the comparative period. Furthermore, customer lending advances during the period are governed by the conditions of the Subscription Agreement entered into with the Irish Government during 2009 and therefore have been restricted to funds that had previously been committed or approved to protect asset quality.

Interest income on customer lending includes margin interest and arrangement fees amortised over the expected lives of the related loans. The average expected loan life has increased during the period as a result of very difficult operating conditions for clients. Interest on loans and advances to customers includes interest income on held for sale loans which, at 30 June 2010, represent 41% of total customer loan balances.

Group net interest income has declined by 59% versus the 6 months to 31 March 2009 reflecting the significant increase in funding costs due to greater competition for customer deposits, continued stressed funding market conditions, an increased reliance by the Bank on funding from central banks and the significant increase in the level of impaired customer loans.


38


JA-256



3. Net interest income continued

4. Fee and commission income and expense 6 months 6 months 15 monthsended ended ended


€m €m €m

Fee and commission income

Corporate treasury commissions 11 37 61

Asset management and related fees 5 7 15

Financial guarantee fees 4 5 12

Trust and other fiduciary fees - 1 1

Other fees 3 7 9

23 57 98

Fee and commission expense (41) (57) (142)

Included within interest expense for the period is €38m (31 March 2009: €nil, 31 December 2009: €nil) relating to the cost of the Credit Institutions (Eligible Liabilities Guarantee) Scheme 2009. The cost of this scheme is classified as interest expense as it is directly attributable and incremental to the issuance of specific financial liabilities. The cost of the Credit Institutions (Financial Support) Scheme 2008 is included in fee and commission expense (note 4).

The decrease in interest expense on subordinated liabilities and other capital instruments is primarily attributable to the Group's repurchase of certain subordinated liabilities in August 2009 as part of its ongoing capital management activities (note 28). Also, in July 2009, as a condition of its approval of the Government's capitalisation of the Bank, the European Commission required that no further coupon payments be made on the Group's Tier 1 securities.

Fee and commission expense includes €39m (31 March 2009: €53m; 31 December 2009: €134m) in respect of the Credit Institutions (Financial Support) Scheme 2008.

Fees which are an integral part of the effective interest rate of a financial instrument are included in net interest income.

Asset management and related fees are earned for the sourcing, structuring and ongoing management of investments on behalf of clients. The decline in these fees in the current period reflects the significant reduction in new client investment activity and a decrease in the value of assets under management. The decrease in both trust and other fiduciary fees and other fees is primarily due to the disposal of Anglo Irish Bank (Austria) A.G. in December 2008.

The Corporate Financial Markets division provides foreign exchange and interest rate management services to the Bank’s corporate clients. Corporate treasury commissions have continued to fall in the current financial period due to ongoing decreased sales of interest rate derivatives as a result of a significant reduction in lending volumes.


39


JA-257



5. Net trading income/(expense) 6 months 6 months 15 monthsended ended ended


€m €m €m

Interest rate contracts (42) (214) (251)

Foreign exchange contracts 42 (169) (179)

Credit contracts - (3) 1

Hedge ineffectiveness 1 (3) 2

1 (389) (427)

6. Financial assets designated at fair value 6 months 6 months 15 monthsended ended ended


€m €m €m

Net change in value of financial assets designated at fair value through profit or loss held on own account (23) (68) (53)

7. Gains on repurchase of financial liabilities 6 months 6 months 15 monthsmeasured at amortised cost ended ended ended


€m €m €m

Gains on repurchases under the Group's liability management exercise ('LME') - - 1,752

Gains on other repurchases - 6 6

- 6 1,758

Foreign exchange contracts include a net gain of €57m (31 March 2009: €nil; 31 December 2009: €nil) as a result of the Group’s capital management strategy to minimise the impact of foreign exchange movements on regulatory capital ratios.

Included within foreign exchange contracts for the 6 months ended 31 March 2009 and 15 months ended 31 December 2009 is the impact of a non-trading Japanese Yen financing arrangement, which ended by January 2009.

Interest rate contracts include credit fair value losses of €31m (31 March 2009: €175m; 31 December 2009: €212m) relating to corporate swaps, reflecting the deterioration in corporate counterparty credit quality.

Also included within interest rate contracts are negative mark-to-market movements of €18m (31 March 2009: €62m; 31 December 2009: €47m) in respect of interest rate swaps entered into in connection with the acquisition of investment assets by the Group’s Wealth Management business that have not been allocated to policyholders under investment contracts or sold to Wealth Management clients.

The Group repurchased certain subordinated liabilities in August 2009 as part of its ongoing capital management activities. €1,805m of Tier 1, €307m of Upper Tier 2 and €388m of Lower Tier 2 securities were bought back at prices of 27%, 37% and 55% of par respectively (note 28).

The charge in the current period primarily relates to negative fair value movements on equity shares resulting from challenging business conditions facing the entities in which the shares are held.


40


JA-258



8. Other operating (expense)/income 6 months 6 months 15 monthsended ended ended


€m €m €m

Decrease in value of assets designated at fair value held in respect of liabilities to customers under investment contracts (5) (508) (534)

Decrease in value of liabilities designated at fair value held in respect of liabilities to customers under investment contracts 5 520 539

Net (losses)/gains on disposal of available-for-sale financial assets (30) 25 5

Rental income 4 2 11

Net losses on disposal of trade finance assets (1) (4) (6)

Other (1) - -

(28) 35 15

9. Administrative expenses Restated* Restated*6 months 6 months 15 months


2010 2009 2009€m €m €m

Staff costs:

Wages and salaries 50 35 114

Share-based payment schemes - 37 37

Retirement benefits cost - defined contribution plans 5 8 17

Retirement benefits cost - defined benefit plans 1 3 4

Social welfare costs 5 5 14

Other staff costs 6 3 6

67 91 192

Other administrative costs 40 50 117

Exceptional costs 14 - 42

121 141 351

The decrease in the value of assets held in respect of liabilities to customers under investment contracts (note 27) is mainly attributable to declining property and equity markets.

The Group recognised losses of €85m on the disposal of asset backed securities and investments in bank subordinated debt during the period. These capital losses were partially offset by gains of €55m on the sale of €1.5bn of government bonds during the period.

Prior to nationalisation and the Group's LME, the elimination of negative investment returns on own shares and subordinated liabilities held for the benefit of policyholders gave rise to a credit of €12m in the 6 months ended 31 March 2009 (15 months ended 31 December 2009: €5m).


The 6 months ended 31 March 2009 included a charge of €37m (31 December 2009: €37m) in relation to share-based compensation, €21m of which represents the release of unamortised costs following nationalisation.

Excluding the impact of a release of staff related accruals of €27m in the 6 months to 31 March 2009, wages and salaries have decreased by €12m. This decrease is due to a fall in average staff numbers from 1,753 during the period ended 31 March 2009 to 1,360 during the current period, primarily due to the voluntary redundancy programme that was announced in late 2009.

Exceptional costs are those incurred in relation to the Bank's EC restructuring plan, the NAMA process and nationalisation. The costs of €14m incurred during the period include €11m in respect of the restructuring of the Bank and preparation for the transfer of loans to NAMA, while the remainder relates to ongoing legacy issues and external reviews.


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10. Retirement benefits

Defined benefit pension schemes 30 June 31 December 31 March

2010 2009 2009 €m €m €m

Fair value of scheme assets 100 98 86

Funded defined benefit obligation (109) (91) (88)

(Deficit)/surplus within funded schemes (9) 7 (2)

Financial assumptions



% p.a. % p.a. % p.a.

Discount rate for liabilities of the schemes 5.10 6.25 6.00

Rate of increase in salaries 3.00 4.00 3.00

Rate of increase in pensions 2.00 to 3.00 2.00 to 3.00 2.00 to 3.00

Inflation rate 2.00 2.00 2.00

Amount recognised in other comprehensive income



€m €m €m

Change in assumptions underlying the present value of schemes' liabilities (17) 5 4 Experience gains on liabilities of the pension schemes 2 2 4 Actual return less expected return on assets of the pension schemes (1) (13) (6)Actuarial (losses)/gains recognised under IAS 19 (16) (6) 2 Deferred tax on actuarial losses/(gains) - - - Actuarial (losses)/gains after tax (16) (6) 2

The parent Bank operates two defined benefit non-contributory pension schemes in Ireland. The assets of these schemes are held in separate trustee-administered funds. These schemes have been closed to new members since January 1994. New Irish employees after that date join a funded scheme on a defined contribution basis. There are also funded defined contribution pension plans covering eligible Group employees in other locations.

The deficit in the Group's funded defined benefit pension schemes, measured in accordance with IAS 19, is €9m (31 December 2009: surplus of €7m; 31 March 2009: deficit of €2m).

The principal assumptions used, which are based on the advice of an independent actuary, are as follows:


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11. Loss on disposal of assets to NAMA 6 months 6 months 15 monthsended ended ended


€m €m €m

Fair value of consideration received 4,177 - -

Carrying value of assets transferred to NAMA (7,645) - -

Loss on disposal of assets to NAMA (3,468) - -

A combination of using adjusted estimated current market values and higher discount rates generally results in lower NAMA values. IFRS impairment provisions on held for sale assets should therefore not be considered an indicator of future discounts on transfers of loans to NAMA.

The valuation that NAMA applies starts with the estimated market value of the underlying loan collateral as at 30 November 2009, adjusted to reflect a longer term economic value which the underlying asset could reasonably be expected to attain in a stable financial system when the current stressed market conditions have abated. This valuation is discounted using rates based on Government bond yields plus a risk premium. In most cases these rates would be higher than the rates as required in the IFRS impairment assessment.

The Bank’s impairment charge is calculated in accordance with IFRS and reflects losses incurred in the period based on conditions existing at 30 June 2010. Losses expected as a result of future events, no matter how likely, are not recognised under IFRS. In accordance with IFRS, specific impairment on individual loans is calculated based on the difference between the current loan balance and the discounted value of estimated future cash flows on the loan, discounted using the original effective interest rate on the loan. The current market value of collateral is only used in the impairment calculation where the expectation is that the asset will be disposed of in the immediate term.

On 7 April 2009 the Irish Government announced its intention to establish the National Asset Management Agency (‘NAMA’) and, on 22 November 2009, the National Asset Management Agency Act, 2009 ('the Act') provided for its establishment. Under the Act, NAMA has commenced the process of acquiring certain assets from Irish financial institutions, which it will hold, manage and realise, in order to facilitate the restructuring of credit institutions of systemic importance to the Irish economy. On 12 February 2010 the Bank became a participating institution in NAMA, and is now subject to NAMA’s statutory powers.

The disposal of assets to NAMA is a fundamental aspect of the Bank’s restructuring process. During the period the Bank transferred loans to NAMA with a gross value of €9,924m (before provisions for impairment of €2,461m), and related derivatives with a fair value on date of disposal of €182m. Of the nominal consideration received, €4,451m, or 95%, comprised Government Guaranteed Floating Rate Notes, with the remaining 5% comprising Callable Perpetual Subordinated Fixed Rate Bonds. The senior floating rate notes are classified as Government debt securities at amortised cost (note 22) at an initial fair value of €4,056m. The subordinated bonds are classified as available-for-sale financial assets (note 20). The initial fair value of the subordinated bonds on acquisition was €121m.

Loans will continue to transfer to NAMA in tranches and there may be wide variations in the discount rates applied to individual tranches. Variations could occur due to factors such as location and the proportion in each tranche of land and development relative to investment and other associated loans. Pending disposal of loans to NAMA, the Bank continues to assess their quality. Where further evidence of impairment exists, provisions for impairment will be recognised.

In August 2010, the Bank transferred assets to NAMA with a gross value of €5.9bn (before provisions for impairment of €2.6bn). In consideration, the Bank received NAMA senior notes and subordinated bonds with an aggregate fair value of €1.7bn. The Bank realised a loss on disposal of €1.6bn which will be recognised in the six months to 31 December 2010.


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12. Provisions for impairment 6 months 6 months 15 monthsended ended ended


€m €m €m

Loans and advances to customers (note 23)

Specific 2,492 3,694 13,861

Collective 27 411 583

2,519 4,105 14,444

Loans classified as held for sale (note 18)

Specific 2,280 - -

Debt securities - available-for-sale financial assets (note 20)

Financial institutions 10 4 4

Residential mortgage backed securities - 5 31

Other asset backed securities - 132 436

10 141 471

Investment property - held on own account

Attributable to owners of the parent 44 79 92

Attributable to non-controlling interests - 10 9

44 89 101

Financial guarantee contracts and other credit provisions - - 89

Total provisions for impairment 4,853 4,335 15,105

The increase in provisions for impairment on loans and advances to customers, including loans classified as held for sale, in the current period reflects extremely difficult economic conditions across all of the Group's core lending markets of Ireland, the UK and North America. The total specific charge comprises €3,755m (31 March 2009: €2,964m; 31 December 2009: €10,815m) in respect of Ireland, €459m (31 March 2009: €612m; 31 December 2009: €2,248m) in respect of the UK and €558m (31 March 2009: €118m; 31 December 2009: €798m) in respect of North America.

Impairment on investment property held on own account reflects continued weakening economic conditions in the markets where the assets are located and a reduction in the recoverable amounts of the assets, based on the estimated future cash flows to be derived from those assets.

The collective provision is applied to portfolios of customer loans for which there is no evidence of specific impairment. It has been calculated with reference to historical loss experience supplemented by observable market evidence and management's judgement regarding current market conditions. The provision amount is also adjusted to reflect the appropriate loss emergence period. The loss emergence period represents the time it takes following a specific loss event on an individual loan for that loan to be identified as impaired. This is determined by taking account of current credit risk management practices together with historical loss experience. The loss emergence period applied for the current period is six months (31 December 2009: six months).

Additional information in relation to lending impairment is provided in the Business review.


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13. Taxation 6 months 6 months 15 monthsended ended ended


€m €m €m

Current taxation charge/(credit) 12 (91) (71)

Deferred taxation credit (12) (244) (49)

- (335) (120)

14. Cash and balances with central banks 30 June 31 December 31 March2010 2009 2009

€m €m €m

Cash and balances with central banks 79 302 266

15. Financial assets at fair value through profit or loss 30 June 31 December 31 March- held on own account 2010 2009 2009

€m €m €m

Debt securities 61 76 95

Equity shares 18 42 71

79 118 166

A current tax charge has been recognised in respect of potential additional chargeable profits which may arise.

A deferred tax credit has been recognised to the extent that it is probable that any potential additional chargeable profits can be offset by current period losses.

These amounts include only those balances with central banks which may be withdrawn without notice.

Debt securities which contain embedded derivatives were designated at fair value through profit or loss at inception in accordance with IFRS.

Financial assets at fair value through profit or loss have been negatively impacted by fair value movements of €23m (31 December 2009: €53m; 31 March 2009: €68m) (note 6).

Cash and balances with central banks primarily relate to the Bank’s minimum reserve requirement held with the Central Bank and Financial Services Authority of Ireland. Irish credit institutions must maintain a minimum reserve requirement over a specified maintenance period. Balances can be withdrawn as long as the requirement is met on average over this maintenance period. As a result, period end balances do not necessarily indicate the level of this minimum requirement.

All of the above financial assets are designated at fair value through profit or loss.


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16. Derivative financial instruments

Contract Contractnotional Fair values notional Fair valuesamount Assets Liabilities amount Assets Liabilities

€m €m €m €m €m €m

Derivatives held for trading

Interest rate contracts 155,453 2,401 (3,068) 127,702 1,709 (2,392)

Foreign exchange contracts 15,772 84 (1,125) 15,931 240 (133)

Credit derivatives - - - 20 - (3)

Equity index options - held and written 419 10 (7) 636 14 (11)

Total trading derivatives 171,644 2,495 (4,200) 144,289 1,963 (2,539)

Derivatives held for hedging

Fair value hedges 9,168 220 (65) 7,054 345 (44)

Cash flow hedges 2,785 27 (14) 14,650 175 -

Total hedging derivatives 11,953 247 (79) 21,704 520 (44)

Derivatives held in respect of liabilities to customers under investment contracts (note 27) 1,174 - (112) 1,100 - (86)

Total derivative financial instruments 184,771 2,742 (4,391) 167,093 2,483 (2,669)

Details of the objectives, policies and strategies arising from the Group's use of financial instruments, including derivative financial instruments, are presented in note 51 to the Group's Annual Report and Accounts 2009.

The following tables present the notional and fair value amounts of derivative financial instruments, analysed by product and category.

Derivative financial instruments derive their value from the price of underlying variables such as interest rates, foreign exchange rates, credit spreads or equity or other indices. Such instruments enable users to efficiently reduce or alter exposure to market risks. The Group uses derivatives for two primary purposes: to manage and hedge the market risks that arise naturally in its banking and other activities, and to provide risk management solutions for corporate clients for the purpose of assisting these clients in managing their exposures to changes in interest rates and foreign exchange rates. The Group also transacts derivatives on a limited basis for discretionary trading purposes.

With the exception of designated hedging derivatives, as defined by IAS 39, derivatives are treated as held for trading. The held for trading classification comprises corporate sales derivatives, economic hedges which do not meet the strict qualifying criteria for hedge accounting, derivatives managed in conjunction with financial instruments designated at fair value and the Group's trading book.

The notional amount of a derivative contract does not necessarily represent the Group's real exposure to credit risk, which is limited to the current replacement cost of contracts with a positive fair value to the Group should the counterparty default. To reduce credit risk on interbank derivatives the Group uses a variety of credit enhancement techniques such as master netting agreements and collateral support agreements ('CSAs'), where cash security is provided against the exposure. Derivatives are carried at fair value and shown in the statement of financial position as separate totals of assets and liabilities.

Negative movements in the fair value of foreign exchange contracts, categorised as held for trading, are largely due to the appreciation in the period of both GBP and USD against the euro. In the normal course of business the Group utilises forward foreign exchange contracts to manage currency mismatches that may arise.

The majority of the Bank’s derivative transactions with interbank counterparties are covered under CSAs, with cash collateral exchanged on a daily basis (note 17).

In the period to 30 June 2010 the Group transferred income of €55m (31 March 2009: €54m; 31 December 2009: €221m) from the cash flow hedging reserve to net interest income. There are no forecast transactions for which hedge accounting had previously been used, but that are now no longer expected to occur.

30 June 2010 31 December 2009


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17. Loans and advances to banks 30 June 31 December 31 March2010 2009 2009

€m €m €m

Placements with banks 4,594 3,696 4,064

Securities purchased with agreements to resell 3,438 3,664 2,634

8,032 7,360 6,698

A credit ratings profile of loans and advances to banks is as follows:

30 June 31 December 31 March2010 2009 2009

€m €m €m

AAA / AA 2,360 1,586 1,331

A 3,492 3,447 4,899

BBB+ / BBB / BBB- 2,175 2,309 421

Sub investment grade - - 27

Total held on own account 8,027 7,342 6,678

Policyholders' assets (note 27) 5 18 20

8,032 7,360 6,698

The ratings above are counterparty ratings and do not reflect the existence of Government guarantees, where applicable, or the credit risk mitigation provided by collateral received under reverse repurchase agreements.

Placements with banks include €2.9bn (31 December 2009: €1.5bn; 31 March 2009: €1.7bn) of cash collateral placed with counterparties to offset credit risk arising from derivative contracts and €0.1bn (31 December 2009: €0.1bn; 31 March 2009: €0.1bn) held with central banks which cannot be withdrawn on demand.

Loans and advances to banks include short term placements of €2.4bn (31 December 2009: €2.8bn; 31 March 2009: €3.2bn) with entities covered under the Irish Government guarantee scheme. €2.4bn (31 December 2009: €2.8bn; 31 March 2009: €1.8bn) of these placements are secured and included within securities purchased with agreements to resell.


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18. Assets classified as held for sale 30 June 31 December 31 March2010 2009 2009

€m €m €m

Loans classified as held for sale to NAMA 25,858 35,602 -

Less: provisions for impairment (9,738) (10,120) -

16,120 25,482 -

Derivative financial instruments 320 410 -

NAMA assets held for sale 16,440 25,892 -

715 - -

Less: provisions for impairment (269) - -

Other assets held for sale 446 - -

16,886 25,892 -

Specific provisions for impairment on loans 30 June 31 December 31 Marchclassified as held for sale 2010 2009 2009

€m €m €m

10,120 - -

2,280 - -

(182) - -

256 - -

(6) 10,120 -

(2,461) - -

10,007 10,120 -

20,574 25,070 -

The derivative financial instruments balance of €320m (31 December 2009: €410m; 31 March 2009: €nil) represents the fair value of interest rate contracts linked to NAMA eligible assets at 30 June 2010. The total notional amount of these contracts is €7,270m (31 December 2009: €11,195m; 31 March 2009: €nil) and the transactions consist primarily of interest rate swap agreements.

Certain provisions for obligations under financial guarantees, included within other liabilities, relate to loans eligible for transfer to NAMA. These provisions will not be transferred to NAMA.

At beginning of period

Charge against profits - specific (note 12)

Total assets classified as held for sale

Assets classified as held for sale comprise those loans which have been identified for transfer to NAMA, including related derivatives, and US loans scheduled to be sold to third parties.

Other loans classified as held for sale

Unwind of discount

Exchange movements

Net transfers (to)/from loans and advances to customers (note 23)

Impaired loans classified as held for sale

Released on disposal of assets to NAMA (note 11)

At end of period

An analysis of lending assets by internal credit quality category, geographical location and industry sector concentration is provided in note 35.


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19. Amount due from Shareholder 30 June 31 December 31 March2010 2009 2009

€m €m €m

8,580 8,300 -

20. Available-for-sale financial assets 30 June 31 December 31 March2010 2009 2009

€m €m €m

706 3,211 3,261

3,015 3,398 3,267

583 821 817

318 460 416

4,622 7,890 7,761



€m €m €m

7,890 8,158 8,158

661 3,252 2,473

(3,950) (3,471) (2,391)

(50) (29) (453)

(37) 3 (12)

108 (23) (14)

4,622 7,890 7,761

The movement on available-for-sale ('AFS') financial assets is summarised below:

Amount due from Shareholder

On 22 December 2009, the Bank’s sole Shareholder, the Minister for Finance, wrote to the Chairman restating his previous commitments in relation to ensuring that the Bank had sufficient capital to continue to meet its regulatory capital requirements. Specifically, the letter confirmed the Minister's commitment to implement a proposal effective 31 December 2009 which would conform with EU State Aid rules. On 23 December 2009 the Board accepted the Minister's commitment and subsequently on 31 March 2010 the Minister fulfilled his December 2009 commitment by providing the Bank with a promissory note to the value of €8.3bn (note 21).

On 30 June 2010 the Minister for Finance wrote to the Chairman, re-confirming his previous commitments to ensure the Bank had sufficient capital to continue to meet its regulatory requirements, including as at 30 June 2010. The letter outlined the Minister’s intention to increase the principal amount of the promissory note in a manner consistent with applicable EU State Aid rules. On 30 June 2010 the Board accepted the Minister's commitment and subsequently on 23 August 2010 the Minister fulfilled his June 2010 commitment by issuing an adjustment instrument increasing the principal amount of the promissory note from €10.3bn to €18.88bn.

On the basis of advice received and assurances provided, and consistent with the treatment of the previous commitment, the Board determined that the commitment under the Minister's letter was legally binding, and consequently, a receivable which was virtually certain and appropriate to recognise as an amount due from Shareholder at 30 June 2010. The knowledge that the EC had approved earlier emergency recapitalisations totalling €14.3bn, written assurances received from the Department of Finance on 30 June 2010 regarding receipt of the required State Aid approval and the subsequent receipt of EC approval on 10 August 2010 for a recapitalisation of up to €10.054bn were significant factors in the determination.

Accordingly, at 30 June 2010 the Board has recognised a receivable of €8.58bn and a corresponding credit to a capital reserve (note 30). The fair value of the promissory note received on 23 August 2010 has been used in determining the value of the receivable at period end.

Government bonds

Fair value movements

Exchange and other movements

At end of period

Financial institution bonds

Residential mortgage backed securities

Additions

(Decrease)/increase in interest accruals

Asset backed securities

Disposals (sales and maturities)



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20. Available-for-sale financial assets continued

Residential AssetFinancial Mortgage Backed

Sovereign Institutions Securities Securities Total €m €m €m €m €m

AAA / AA 706 2,048 520 133 3,407

A - 822 47 52 921

BBB+ / BBB / BBB- - 141 10 46 197

Sub investment grade - 4 6 40 50

Unrated - - - 47 47

706 3,015 583 318 4,622

Residential AssetFinancial Mortgage Backed

Sovereign Institutions Securities Securities Total €m €m €m €m €m

AAA / AA 3,205 1,984 781 258 6,228

A 6 1,269 10 61 1,346

BBB+ / BBB / BBB- - 132 13 61 206

Sub investment grade - 13 17 75 105

Unrated - - - 5 5

3,211 3,398 821 460 7,890

The external ratings profile of the Group's available-for-sale financial assets is as follows:

30 June 2010

31 December 2009

The AFS portfolio comprises sovereign investments, debt issued by financial institutions, residential mortgage backed securities and other asset backed securities. With the exception of the NAMA subordinated bonds, AFS bonds are marked to market using independent prices obtained from external pricing sources including broker/dealer quotes and other independent third party pricing service providers. NAMA subordinated bonds are valued using standard discounted cash flow techniques. The Bank does not use models to value other AFS securities and does not adjust any external prices obtained.

Additions in the current period include the purchase of €0.5bn of bonds issued by financial institutions, and the receipt of NAMA subordinated bonds with an initial fair value of €0.1bn. Disposals and maturities include €2.4bn of government securities, €1.0bn of financial institution bonds and €0.5bn of other asset backed securities.

In the current period €10m (31 December 2009: €471m; 31 March 2009: €141m) has been recycled from the available-for-sale reserve and recognised as an impairment charge in the income statement (note 12).

At 30 June 2010 AFS financial assets of €3,409m (31 December 2009: €6,080m; 31 March 2009: €5,826m) were pledged to third parties in sale and repurchase agreements for periods not exceeding six months.

The net amount removed from equity and recognised in profit or loss as a loss on disposal of AFS financial assets amounted to €30m (31 December 2009: profit of €5m; 31 March 2009: profit of €25m) (note 8).

Asset backed securities includes NAMA Callable Perpetual Subordinated Fixed Rate Bonds. The NAMA subordinated bonds will be redeemed in full at par without undeclared interest subject to the financial performance of NAMA in totality. NAMA may call on the first call date of 1 March 2010 and every interest payment date thereafter. On each interest payment date commencing on 1 March 2011, and annually thereafter, NAMA may declare the interest payable if it deems it appropriate to do so if it is achieving its objectives. Interest not declared in any year will not accumulate.


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21. Promissory note 30 June 31 December 31 March2010 2009 2009

€m €m €m

10,407 - -

22. Government debt securities at amortised cost 30 June 31 December 31 March2010 2009 2009

€m €m €m

4,061 - -

Promissory note

NAMA Government Guaranteed Floating Rate Notes

On 31 March 2010, in settlement of the Minister for Finance's commitment (note 19), the Shareholder provided the Bank with a promissory note to the value of €8.3bn. Subsequently, on 28 May 2010, the Shareholder provided further support to the Bank by way of a €2.0bn adjustment instrument which increased the principal amount of the promissory note.

10% of the principal amount of the promissory note will redeem each year at the request of the Bank. Each tranche of the note pays a market based fixed rate of interest which is set on the date of issue and is appropriate to the maturity date of the tranche. Interest can be capitalised at the sole discretion of the Minister. The fixed coupon of the instrument creates an interest rate risk for the Group, and in keeping with its risk appetite, and its capital and interest rate risk management policies, the Group has elected to hedge a portion of this exposure. As at 30 June 2010, the Bank had hedged a total of €2.6bn of the nominal amount using interest rate swaps. Subsequent to 30 June 2010 the Group hedged a further €2bn and will continue to assess the level of hedging required in the context of the Group's approved risk appetite and capital management plan.

95% of the consideration received for assets transferred to NAMA was in the form of Government Guaranteed Floating Rate Notes. The notes are classified as loans and receivables, and are initially recognised at fair value.

The Bank has determined the initial fair value of these notes as €4.1bn. As market prices are not currently available for these securities, in order to determine an initial fair value the Bank has used a valuation technique, based on a discounted cash flow methodology, which references observable market data. The valuation approach adopted takes into consideration the coupon attaching to the notes, the yield on comparable Irish sovereign bonds, the extendible feature of the notes at the option of the issuer and the indicative repayment dates contained in the NAMA business plan. It is possible that an alternative valuation approach could give rise to a range of values that are higher than the current approach. The Bank may reassess the approach adopted when preparing the annual report for the year ended 31 December 2010. The difference between the nominal amount of the notes received and their initial fair value is included in the loss on disposal of assets to NAMA (note 11).

The note, which is classified as loans and receivables, is initially recognised at fair value and subsequently carried at amortised cost. IFRS defines loans and receivables as ‘financial assets with fixed or determinable payments that are not quoted in an active market’.

On 23 August 2010, in settlement of the Minister's 30 June 2010 commitment (note 19), the Shareholder provided the Bank with a further adjustment instrument to the promissory note to the value of €8.58bn.

The notes, which are unconditionally and irrevocably guaranteed by the Minister for Finance, accrue interest at 6 month euribor, receivable semi annually on 1 March and 1 September. All notes issued prior to 1 March 2011 shall mature on 1 March 2011 and shall redeem in full at par. The notes are extendible annually at maturity at the option of the issuer. Any extension to the maturity may be for a period of up to 364 days.


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23. Loans and advances to customers 30 June 31 December 31 March2010 2009 2009

€m €m €m

57 67 87

36,926 35,631 71,419

36,983 35,698 71,506

(7,505) (4,846) (4,868)

29,478 30,852 66,638

Provisions for impairment on 30 June 31 December 31 Marchloans and advances to customers 2010 2009 2009

€m €m €m

4,846 914 914

2,492 13,861 3,694

27 583 411

(95) (83) (16)

1 - -

(72) (236) (29)

300 (73) (106)

6 (10,120) -

7,505 4,846 4,868

6,233 3,647 3,853

1,272 1,199 1,015

7,505 4,846 4,868

13,957 9,511 10,706

Loans assigned as collateral

Charge against profits - specific (note 12)

Recoveries

The Group's loans and advances to customers include loans to equity-accounted joint venture interests of €1,089m(31 December 2009: €1,045m; 31 March 2009 €902m) and loans of €129m (31 December 2009: €122m; 31 March 2009: €86m) to joint venture interests held in respect of liabilities to customers under investment contracts.

The collective provision of €1,272m (31 December 2009: €1,199m; 31 March 2009: €1,015m) has been calculated based on total performing customer loan balances, including those classified as held for sale.

Exchange movements

Net transfers from/(to) assets classified as held for sale (note 18)

At end of period

Specific

Collective

Charge against profits - collective (note 12)

Write-offs

Unwind of discount

An analysis of lending assets by internal credit quality category, geographical location and industry sector concentration is provided in note 35.

Total

Impaired loans (excludes loans classified as held for sale)

Amounts receivable under finance leases and hire purchase contracts

Other loans and advances to customers

Provisions for impairment

Loans and advances to customers at 30 June 2010 of €29,478m (31 December 2009: €30,852m; 31 March 2009: €66,638m) exclude loans classified as held for sale of €16,566m (31 December 2009: €25,482m; 31 March 2009: €nil) (note 18).


Loans, including those classified as held for sale, of €16,029m (31 December 2009: €17,201m) have been assigned as collateral under the Bank's various covered securities programmes. Bonds issued externally under the Bank's UK covered bond programme are included within debt securities in issue (note 26). In addition, loans with a carrying value of €2,754m (31 December 2009: €12,490m) have been assigned as collateral under a Master Loan Repurchase Agreement with the Central Bank and Financial Services Authority of Ireland (note 24). All of the loans remain in the Group's statement of financial position as substantially all of the risks and rewards relating to them are retained.


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24. Deposits from banks 30 June 31 December 31 March2010 2009 2009

€m €m €m

Deposits repayable on demand 27 359 389

Sale and repurchase agreements - central banks 26,259 23,680 23,467

Sale and repurchase agreements - banks 5,089 7,238 4,213

Other deposits by banks with agreed maturity dates 1,926 1,694 2,409

33,301 32,971 30,478

25. Customer accounts 30 June 31 December 31 March2010 2009 2009

€m €m €m

Repayable on demand 7,337 7,852 2,356

Other deposits by customers with agreed maturity dates 15,819 19,362 31,750

23,156 27,214 34,106

Customer type

Retail deposits 11,656 14,715 18,005

Non-retail deposits 11,500 12,499 16,101

23,156 27,214 34,106

Other deposits by banks with agreed maturity dates in the Group include €284m (31 December 2009: €258m; 31 March 2009: €220m) of funding provided to policyholders by external banks in respect of liabilities to customers under investment contracts (note 27).

Sale and repurchase agreements with central banks include €14.7bn (31 December 2009: €12.2bn; 31 March 2009: €13.5bn) borrowed under open market operations from central banks. A combined €11.6bn (31 December 2009: €11.5bn; 31 March 2009: €10.0bn) was also borrowed under a Special Master Repurchase Agreement ('SMRA') and a Master Loan Repurchase Agreement ('MLRA') from the Central Bank and Financial Services Authority of Ireland. The majority of the funds were advanced under the SMRA, involving the sale and repurchase of the promissory note (note 21). Collateral assigned under the MLRA is derived from the Bank's customer lending assets (note 23). The interest rate on both facilities is set by the Central Bank and advised at each rollover, and is currently linked to the European Central Bank marginal lending facility rate.

The movement in balances in the above table includes foreign currency movements. Customer accounts have decreased by €5.5bn on a constant currency basis since 31 December 2009 with retail balances decreasing by €3.8bn and non-retail balances decreasing by €1.7bn.

Retail balances have decreased largely as a result of maturing one year deposit products launched in 2009 and retention difficulties due to intense competition and pricing constraints.

At 30 June 2010 the Group’s largest 20 customer deposits accounted for 13% (31 December 2009: 14%) of total customer deposit balances.

The Group's customer accounts include €202m (31 December 2009: €304m; 31 March 2009: €248m) relating to securities sold under agreements to repurchase.

The decrease in non-retail funding was driven by a broad reduction in corporate cash balances, and risk aversion towards banking in general, including Bank specific and Ireland concerns.


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26. Debt securities in issue 30 June 31 December 31 March2010 2009 2009

€m €m €m

Medium term note programme 14,639 13,000 10,225

Covered bonds 170 670 1,203

Short term programmes:

Commercial paper 1,605 776 2,465

Certificates of deposit 104 702 335

16,518 15,148 14,228

Bonds issued under the Group's covered bond programme are secured on certain loans and advances to customers (note 23).

€2.4bn of medium term notes, all of which are Government guaranteed with maturities of up to five years, were issued in the period. Maturities and redemptions during the period were €1.4bn. €7.9bn of Government guaranteed bonds are due to mature by September 2010.


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27. Liabilities to customers under investment contracts 30 June 31 December 31 March2010 2009 2009

€m €m €mAssets held in respect of liabilities to customers under investment contracts:

Investment property 1,228 1,143 1,107

Financial assets at fair value through profit or loss 239 244 277

Loans and advances to banks 5 18 20

Subordinated liabilities and other capital instruments - Group - - 3

Total 1,472 1,405 1,407

Less:

Funding provided by parent Bank (785) (771) (745)

Funding provided by external banks (284) (258) (220)

Derivative financial instruments (112) (86) (96)

Net asset value attributable to external unitholders (39) (36) (33)

Add:

Funds on deposit with parent Bank 114 129 156

Liabilities to customers under investment contracts at fair value 366 383 469

Derivative financial instruments are entered into by the Group's assurance company in order to hedge the interest rate exposure on funding provided to geared policyholder funds. The decrease in liabilities to customers under investment contracts in the current period results primarily from the decline in the market value of these derivatives due to the continuing reduction in long term EUR and GBP rates.

Under the terms of the investment contracts issued by the Group's assurance business legal title to the underlying investments is held by the Group, but the inherent risks and rewards in the investments are borne by customers through unit-linked life assurance policies. In the normal course of business, the Group's financial interest in such investments is restricted to fees earned for contract set up and investment management.

Underlying investments related to certain investment contracts are held through unit trusts or other legal entities which are not wholly-owned subsidiaries of the Group. The inherent risks and rewards borne by external third parties are treated as either amounts attributable to external unitholders or non-controlling interests as appropriate.

In accordance with IFRS, obligations under investment contracts are carried at fair value in the statement of financial position and are classified as liabilities to customers under investment contracts. The above table sets out where the relevant assets and liabilities in respect of the life assurance business investment contracts are included in the Group statement of financial position. On consolidation, Group loans and advances to customers and Group loans classified as held for sale are shown net of funding of €766m (31 December 2009: €771m; 31 March 2009: €745m) and €19m (31 December 2009: €nil; 31 March 2009: €nil) respectively provided by the parent Bank to fund assets held by the life assurance business in respect of liabilities to customers under investment contracts.

Total funding provided by the parent Bank amounts to €991m (31 December 2009: €933m; 31 March 2009: €924m). €785m represents the current market value of assets, net of related derivative liabilities, to which the parent Bank holds recourse. The Group has assessed these lending facilities for impairment, with any resulting charge included within provisions for impairment on loans and advances to customers.


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28. Subordinated liabilities and other capital 30 June 31 December 31 Marchinstruments 2010 2009 2009

€m €m €m

325 325 718

139 119 130

29 26 29

500 500 499

749 749 749

25 23 236

42 38 319

134 134 475

372 342 360

54 48 354

77 78 650

1 1 426

- - -

2,447 2,383 4,945

€750m Callable Floating Rate Subordinated Notes 2017

The carrying value of subordinated liabilities and other capital instruments includes the impact of fair value hedge adjustments.

Undated Loan Capital

Stg£250m Tier One Non-Innovative Capital Securities

Stg£350m Fixed/Floating Perpetual Preferred Securities

Stg£300m Step-up Perpetual Subordinated Notes

€600m Fixed/Floating Perpetual Preferred Securities

All subordinated liabilities and other capital instruments issued by the Group are unsecured and subordinated in the right of repayment to the ordinary creditors, including depositors of the Bank. The prior approval of the Financial Regulator in Ireland is required to redeem these issues prior to their final maturity date.

Other subordinated liabilities

In July 2009, the European Commission, as a condition of its approval of the Government’s capitalisation of the Bank, required that no further coupon payments be made on the Group’s Tier 1 securities. As a result, the Board resolved that distributions on the €600m Fixed Rate/Floating Rate Guaranteed Non-voting Perpetual Preferred Securities of Anglo Irish Capital UK (2) LP otherwise due in September 2009, would not be paid. The effect of this decision was to trigger provisions which preclude the Group from declaring distributions or dividends on any of its other Tier 1 securities for the following 12 month period.

The Group repurchased certain subordinated liabilities in August 2009 as part of its ongoing capital management activities. €1,805m of Tier 1, €307m of Upper Tier 2 and €388m of Lower Tier 2 securities were bought back, resulting in a net gain of €1,752m for the 15 months ended 31 December 2009 (note 7).

€750m Floating Rate Subordinated Notes 2014

Dated Loan Capital

US$165m Subordinated Notes Series A 2015

Stg£300m Non-Cumulative Preference Shares

€600m Perpetual Preferred Securities

Stg£200m Step-up Callable Perpetual Capital Securities

US$35m Subordinated Notes Series B 2017

€500m Callable Floating Rate Subordinated Notes 2016


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29. Share capital 30 June 31 December 31 March2010 2009 2009

Ordinary share capital €m €m €m

Authorised

4,192 4,192 192

Allotted, called up and fully paid

4,123 4,123 123

30. Capital reserve 30 June 31 December 31 March2010 2009 2009

€m €m €m

Capital reserve 18,880 8,300 -

On 21 January 2009, under the terms of the Anglo Irish Bank Corporation Act, 2009, all of the Bank's ordinary share capital was transferred to the Minister for Finance.

25,769,150,409 ordinary shares of €0.16 each (31 December 2009: 25,769,150,409; 31 March 2009: 769,150,409)

26,200,000,000 ordinary shares of €0.16 each (31 December 2009: 26,200,000,000; 31 March 2009: 1,200,000,000)

On 22 December 2009 the Bank’s sole Shareholder, the Minister for Finance, wrote to the Bank outlining his commitment, subject to EU State Aid approval, to ensure that the Bank had sufficient capital to continue to meet regulatory capital requirements at 31 December 2009. On 23 December 2009 the Board accepted the Shareholder's binding commitment. The Bank recognised a receivable from the Shareholder on 31 December 2009 on the basis that it was virtually certain to occur (note 19), and a corresponding credit to the capital reserve. On 31 March 2010, the Bank received an initial promissory note to the value of €8.3bn from the Minister. The promissory note provided for the issuance of adjustment instruments which could amend the original principal amount of the note. On 28 May 2010, the Minister issued an adjustment instrument increasing the principal amount of the promissory note by €2.0bn to €10.3bn.

The capital reserve qualifies as eligible regulatory Core Tier 1 capital.

On 30 June 2010 the Bank received a similar letter from its Shareholder, re-confirming the Minister's previous commitments to ensure the Bank had sufficient capital to continue to meet its regulatory requirements, including as at 30 June 2010. The letter outlined the Minister's intention to increase the principal amount of the promissory note in a manner consistent with applicable EU State Aid rules. On the same date the Board accepted the Minister's commitment. The Bank recognised a receivable from the Shareholder on 30 June 2010 on the basis that it was virtually certain to occur (note 19), and a corresponding credit to the capital reserve. On 23 August 2010 the Minister fulfilled his commitment by issuing an adjustment instrument increasing the principal amount of the promissory note from €10.3bn to €18.88bn.


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31. Other reserves

Non-distributable capital reserve

Exchange translation reserve


€m €m €m

Movement in exchange translation reserve

At beginning of period (56) (9) (9)

Exchange differences on translation of foreign operations 167 (212) (232)

Net (loss)/gain on hedges of net investments in foreign operations (130) 165 235

At end of period (19) (56) (6)

Cash flow hedging reserve


€m €m €m

Movement in cash flow hedging reserve

At beginning of period 110 (9) (9)

Release of deferred taxation - (1) (1)

Net changes in fair value 31 341 251

Transfers to income statement (55) (221) (54)

At end of period 86 110 187

Available-for-sale reserve


€m €m €m

Movement in available-for-sale reserve

At beginning of period (207) (563) (563)

Release of deferred taxation - (80) (80)

Net changes in fair value (55) (42) (471)

Impairment recognised in income statement 10 471 141

Transfers to income statement 30 (5) (25)

Foreign exchange and other movements 4 12 (25)

At end of period (218) (207) (1,023)

The available-for-sale reserve represents the unrealised net gains and losses in the fair value of available-for-sale financial assets as adjusted for any impairment losses recognised in the income statement. Changes in fair value include movements on associated fair value hedges. The reserve is stated net of deferred taxation.

The available-for-sale reserve consists of unrealised losses on asset backed securities of €28m (31 December 2009: €112m; 31 March 2009: €595m), on residential mortgage backed securities of €53m (31 December 2009: €87m; 31 March 2009: €212m), bank securities of €66m (31 December 2009: €79m; 31 March 2009: €286m) and NAMA subordinated bonds of €79m (31 December 2009: €nil; 31 March 2009: €nil), offset by unrealised gains on sovereign securities of €8m (31 December 2009: €71m; 31 March 2009: €70m).

The cash flow hedging reserve represents the effective portion of the cumulative net change in the fair value of derivatives designated as cash flow hedges. It is stated net of deferred taxation.

This is a non-distributable capital reserve. The balance on the reserve at 30 June 2010 was €1m (31 December 2009: €1m; 31 March 2009: €1m).

The exchange translation reserve has two components. It includes the cumulative foreign exchange differences arising from translating the income statements of foreign operations at average exchange rates and the translation of the statements of financial position of foreign operations using exchange rates ruling at the period end. It also includes the cumulative foreign exchange differences arising from the translation of the Group's investments in foreign operations, net of exchange differences arising on funding designated as hedges of these investments.


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32. Income tax effects relating to othercomprehensive income Before Tax Net of

tax benefit/ taxamount (expense) amount

€m €m €m

Net actuarial losses in retirement benefit schemes (16) - (16)

Net change in cash flow hedging reserve (24) - (24)

Net change in available-for-sale reserve (11) - (11)

Foreign exchange translation 37 - 37

(14) - (14)

Before Tax Net oftax benefit/ tax

amount (expense) * amount €m €m €m

Net actuarial losses in retirement benefit schemes (6) - (6)

Net change in cash flow hedging reserve 196 - 196

Net change in available-for-sale reserve (460) - (460)

Foreign exchange translation 3 - 3

(267) - (267)

Before Tax Net oftax benefit/ tax

amount (expense) * amount €m €m €m

Net actuarial gains in retirement benefit schemes 2 - 2

Net change in cash flow hedging reserve 119 - 119

Net change in available-for-sale reserve 356 - 356

Foreign exchange translation (47) - (47)

430 - 430

6 months ended 30 June 2010

6 months ended 31 March 2009

* All deferred tax recognised in respect of cumulative net actuarial gains/(losses) in retirement benefit schemes, the cash flow hedging reserve and the available-for-sale reserve at 30 September 2008 was released during the period ended 31 March 2009.

15 months ended 31 December 2009


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33. Contingent liabilities, commitments 30 June 31 December 31 Marchand other contingencies 2010 2009 2009

€m €m €m

Contingent liabilities

Guarantees and irrevocable letters of credit 201 270 388

Performance bonds and other transaction related contingencies 68 74 106

269 344 494

Commitments

Credit lines and other commitments to lend 1,091 1,858 3,956

Regulatory reviews and enquiries

Legal claims

Guarantees

A portion of credit lines and other commitments to lend and certain guarantees provided by the Group relate to customer facilities which are eligible for transfer to NAMA.

The Group may be required to indemnify NAMA in respect of various matters, including NAMA’s potential liability arising from any error, omission or misstatement on the part of the Group in the information provided to NAMA. Any claim by NAMA in respect of those indemnities, depending on its nature, scale and factual context, could have a material adverse effect on the Group. In addition, as a result of further transfers of assets to NAMA, a future servicing liability could arise.

In the period since December 2008, various authorities and regulatory bodies in Ireland (including the Financial Regulator, the Office of the Director of Corporate Enforcement, the Chartered Accountants Regulatory Board, the Irish Auditing & Accounting Supervisory Authority, the Garda Bureau of Fraud Investigation and the Irish Stock Exchange) have initiated investigations (including criminal investigations in some cases) into certain aspects of the Bank’s business including certain loan and other transactions involving former Directors and certain third parties. These investigations are ongoing and it is not possible at this stage to give any indication as to whether they will result in civil, administrative or criminal proceedings against the Bank or any of its current or former Directors or Officers. In addition, certain correspondence has been received by the Bank and by certain former Directors of the Bank alleging an entitlement to compensation in respect of alleged wrongdoing by the Bank and/or by such former Directors. At this stage, only one such proceeding has been served on the Bank, though no statement of claim has as yet been served by the plaintiff.

In the normal course of the Bank’s business and operations, litigation arises from time to time. The Bank has a policy of active management and rigorous defence of legal claims and there are procedures in place to ensure the oversight of claims by the Risk and Compliance Committee. At 30 June 2010 there are a number of ongoing legal proceedings.

In the normal course of business, the Group is a party to financial instruments with off balance sheet risk to meet the financing needs of customers. These instruments involve, to varying degrees, elements of risks which are not reflected in the statement of financial position. Guarantee contracts expose the Bank to the possibility of sustaining a loss if the other party to the financial instrument fails to perform in accordance with the terms of the contract. Even though these obligations may not be recognised in the statement of financial position, they do contain risk and are therefore part of the overall risk of the Bank.

NAMA

Other than the regulatory reviews and enquiries referred to above, the only significant additional proceedings, which are ongoing, are the Group’s arbitration proceedings in the United States seeking the removal of the General Partner in the New York Hotel Fund. The General Partner has counterclaimed seeking damages plus interest and costs. In proceedings brought in the Commercial Court in Dublin, a number of investors in the fund have sought the return of their investment together with interest and costs. The Bank has raised a full defence in response to both the counterclaim and the investors' claims. No additional information in respect of these disputes is being provided, as to do so could prejudice the position of the Group in relation to the proceedings.

In addition to the above, the Bank has given guarantees in respect of certain subsidiaries.


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33.

Other contingencies

34. Statement of cash flows Restated* Restated*6 months 6 months 15 months


2010 2009 2009Other non-cash items €m €m €m

Share of results of associate and joint ventures 40 126 167

Loans and advances written-off net of recoveries (94) (16) (83)

Interest earned on promissory note (94) - -

Interest earned on Government debt securities at amortised cost (10) - -

Profit on disposal of businesses - (49) (49)

Depreciation and amortisation 12 10 35

Share-based payment expense - 28 28

Net (increase)/decrease in prepayments and accrued income (5) (3) 25

Net increase/(decrease) in accruals and deferred income 12 (35) (39)

Net losses/(gains) on disposal of available-for-sale financial assets 30 (25) (5)

Other - (4) (4)

(109) 32 75


Cash and cash equivalents €m €m €m

Cash and balances with central banks 79 266 302

Loans and advances to banks (with a maturity of less than three months) 3,427 3,956 4,477

At end of period 3,506 4,222 4,779

Contingent liabilities, commitments and other contingencies continued

Loans and advances to banks (with a maturity of less than three months) excludes cash collateral placed with counterparties to offset credit risk arising from derivative contracts (note 17).


The Bank is currently undertaking an internal review of historical interest rate setting procedures as applied to certain loan accounts. The review deals with the period prior to July 2004 and will determine whether the setting of interest rates correctly accorded with the terms of the associated customer loan documentation and what related financial liability arises to any customers who may have been adversely affected. However, until further work is completed the Bank does not believe it is in a position to provide a reliable estimate of any such liability. As part of the review the Bank will have to examine a substantial amount of individual customer loan documentation, spanning a number of years, before it can reliably estimate the amount of any liability arising.


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35. Risk management

Credit risk, lending asset quality and impairment

Maximum exposure to credit risk

30 June 31 December2010 2009

€m €m

79 302

61 76

2,742 2,483

8,027 7,342

16,905 25,892

4,622 7,890

10,407 -

4,061 -

30,244 31,623

269 344

1,091 1,858

78,508 77,810


Loans and advances to banks

Assets classified as held for sale

Available-for-sale financial assets

Promissory note

Credit risk is the risk that the Group will suffer a financial loss from a counterparty’s failure to pay interest, repay capital or meet a commitment and the collateral pledged as security is insufficient to cover the payments due. The Group's exposure to credit risk arises primarily from its lending activities to customers but also from interbank lending, investment in securities and its use of derivatives. A credit ratings profile of loans and advances to banks is provided in note 17 and an external ratings profile of investment securities classified as available-for-sale is set out in note 20. Details of derivative contracts are provided in note 16.

Risk management across the Group is a function of risk appetite which is set by the Board and overseen by the Risk and Compliance Committee. Risk appetite can be defined as the total amount of risk the Bank is prepared to accept in pursuit of its strategic objectives. Risk appetite sets the boundaries that form a dynamic link between the Bank’s strategy, restructuring plan, capital management plan and the risk management framework. In accordance with the Subscription Agreement between the Minister for Finance and the Bank, a key objective over the coming years is to reduce the risk profile of the business.

This note provides an updated analysis of key risks faced by the Bank.

As the Bank’s current risk exposure exceeds its risk bearing capacity, risk reduction will remain a priority for the Bank, both in the short and medium term, until risk exposure is in line with the Bank’s risk appetite objective. The Board continues to address this disparity through stabilising and de-risking the Bank, while aiming to rebuild confidence and trust with all stakeholders. In addition, the development and implementation of the Bank’s restructuring plan, with leadership focused on ensuring timely execution of the plan, will assist the Bank in achieving its risk appetite objective.

In the normal course of its business activities the Group is subject to a variety of risks and uncertainties. A description of the principal risks and uncertainties facing the Group is set out on pages 19 to 22.

Pages 114 to 130 of the Group's Annual Report and Accounts 2009 provide details of the risk management and control framework in place in the Bank and sets out the key risks which could impact the Bank’s future results and financial position.

The following table presents the Group's maximum exposure to credit risk on financial instruments before collateral or other credit enhancements. Included below are contingent liabilities and commitments to lend, which are not recognised in the consolidated statement of financial position.

Contingent liabilities

Commitments to lend

The Group

Exposures in the consolidated statement of financial position

Financial assets at fair value through profit or loss - held on own account *

Cash and balances with central banks

Derivative financial instruments

Government debt securities at amortised cost

* Excludes equity shares

Maximum exposure to credit risk

Exposures not recognised in the consolidated statement of financial position


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35. Risk management continued

Maximum exposure to credit risk continued

Large exposures

Lending asset quality

Good quality

Satisfactory quality

Lower quality but not past due or impaired

Past due but not impaired

Impaired loans

Loans and advances to customers include €766m (31 December 2009: €771m) lent to fund assets held in respect of liabilities to customers under investment contracts (note 27) as the Group is exposed to credit risk in respect of this lending.

Contingent liabilities includes €201m (31 December 2009: €270m) in respect of financial guarantees.

Loans and advances to banks exclude €5m (31 December 2009: €18m) advanced on behalf of policyholders under investment contracts (note 27) as the Group is not exposed to credit risk in respect of these advances.

Where financial instruments are recorded at fair value, the amounts shown represent the current credit risk exposure but not the maximum risk exposure that could arise as a result of changes in fair value.

Assets classified as held for sale include €19m (31 December 2009: €nil) lent to fund assets held in respect of liabilities to customers under investment contracts (note 27) as the Group is exposed to credit risk in respect of this lending.

At 30 June 2010, the top 20 customer groups (as defined by the Irish Financial Regulator), excluding loans classified as held for sale, represented €9.2bn or 24% (31 December 2009: €8.8bn or 24%) of the Group's total loans and advances to customers before provisions for impairment. Of the top 20 customer groups, one group accounts for 6% of total loans and advances to customers. In addition, a further two groups have borrowings in excess of €500m. In total, there are 21 customer groups which have borrowings in excess of €250m.

Interbank placements with, and investments in debt securities issued by, Irish financial institutions covered under Irish Government guarantee schemes total €4.1bn (31 December 2009: €4.0bn).

Credit risk arises primarily on loans and advances to customers and loans classified as held for sale. At 30 June 2010 loans and advances to customers were €36,983m (31 December 2009: €35,698m) before provisions for impairment of €7,505m (31 December 2009: €4,846m) and loans classified as held for sale were €26,573m (31 December 2009: €35,602m) before provisions for impairment of €10,007m (31 December 2009: €10,120m).

Loans are classified as impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more loss events that occurred after the initial recognition of the loan. The loan is impaired if that loss event (or events) has had an impact such that the estimated present value of future cash flows is less than the current carrying value and can be reliably measured.

The Group monitors lending asset quality, including on loans classified as held for sale, on an ongoing basis using the rating categories outlined below. These ratings provide a common and consistent framework for aggregating and comparing exposures across all lending portfolios.

Good quality ratings apply to exposures that are performing as expected and are of sound financial standing. These exposures are considered low to moderate risk.

This rating applies to exposures that continue to perform satisfactorily, but are subject to closer monitoring.

This rating applies to exposures that require increased management attention to prevent any deterioration in asset quality. No evidence of specific impairment exists.

These are loans and receivables where contractual interest or principal payments are one day or more past due. As at the end of the reporting period there is no objective evidence of impairment due to the level of collateral and/or personal recourse available to the Group.


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Asset quality - profile of loans and advances to customers

Business OtherCommercial Residential Banking Lending Total

€m €m €m €m €m

10,348 534 1,065 437 12,384

481 53 89 88 711

4,348 476 247 42 5,113

15,177 1,063 1,401 567 18,208

3,368 445 414 1,357 5,584

9,248 1,181 2,184 1,344 13,957

27,793 2,689 3,999 3,268 37,749

(4,594) (463) (1,290) (1,158) (7,505)

23,199 2,226 2,709 2,110 30,244

(766)

29,478


€m €m €m €m €m

12,369 1,113 1,467 1,354 16,303

570 83 77 5 735

4,506 71 537 46 5,160

17,445 1,267 2,081 1,405 22,198

2,916 668 363 813 4,760

6,249 574 1,628 1,060 9,511

26,610 2,509 4,072 3,278 36,469

(2,862) (315) (743) (926) (4,846)

23,748 2,194 3,329 2,352 31,623

(771)

30,852 Total

Less:

Good quality




Less:

Lending to policyholders in respect of investment contracts (note 27)


Total neither past due or impaired


Impaired loans

30 June 2010

Good quality


Internal asset quality reporting by industry sector within the Bank was amended during the period to 30 June 2010. The majority of sectors are unaffected. All comparative industry sector profiles as at 31 December 2009 have been amended accordingly.

Total





Impaired loans

31 December 2009


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Aged analysis of loans and advances to customers past due but not impaired


€m €m €m €m €m

1,190 117 291 541 2,139

279 19 4 16 318

179 21 13 160 373

1,720 288 106 640 2,754

Total 3,368 445 414 1,357 5,584


€m €m €m €m €m

962 68 197 193 1,420

665 319 9 57 1,050

346 19 9 57 431

943 262 148 506 1,859

Total 2,916 668 363 813 4,760

Past due 91 days and over

Past due 31 to 60 days




The ageing of past due balances has deteriorated during the period. Key contributing factors include the continued difficult macroeconomic environment and a tightening of the Bank’s credit policy in relation to facilities at renewal date, particularly on those facilities where interest was being capitalised on customer loan balances.



The following tables present an analysis of loans and advances to customers where contractual interest or principal payments are past due but impairment is not appropriate as the level of collateral and the present value of estimated future cash flows available to the Group is sufficient.

30 June 2010

31 December 2009



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Gross loans and advances to customers by geographical location and industry sector

UnitedIreland Kingdom USA Total €m €m €m €m %

Retail 2,706 2,734 1,649 7,089 19%

Office 2,709 2,218 2,532 7,459 20%

Mixed use 859 1,307 546 2,712 7%

Industrial 269 650 598 1,517 4%

Residential investment 418 501 1,347 2,266 6%

Residential development 202 102 119 423 1%

Business banking 3,935 60 4 3,999 11%

Personal 2,628 142 60 2,830 7%

Leisure 2,244 3,694 1,185 7,123 19%

Commercial development 303 171 226 700 2%

Other property investment 939 188 66 1,193 3%

Fund investment 401 4 - 405 1%

Unzoned land 31 2 - 33 0%

17,644 11,773 8,332 37,749 100%


Retail 2,422 3,127 1,409 6,958 19%

Office 2,514 2,205 2,242 6,961 19%

Mixed use 861 1,377 492 2,730 7%

Industrial 265 592 525 1,382 4%

Residential investment 430 477 1,165 2,072 6%


Business banking 3,931 139 2 4,072 11%

Personal 2,757 31 64 2,852 8%

Leisure 2,264 3,464 1,032 6,760 19%


Other property investment 929 280 68 1,277 4%



17,156 12,038 7,275 36,469 100% Total loans and advances to customers

Total loans and advances to customers are stated gross of provisions and include €766m (31 December 2009: €771m) lent to fund assets held in respect of liabilities to customers under investment contracts (note 27).

Total loans and advances to customers

31 December 2009

30 June 2010


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Specific provisions against loans and advances to customers by geographical location and industry sector


Retail 491 259 38 788 13%

Office 335 121 142 598 10%

Mixed use 127 82 18 227 4%

Industrial 53 70 - 123 2%

Residential investment 73 10 137 220 3%


Business banking 1,177 1 - 1,178 19%

Personal 871 2 7 880 14%

Leisure 659 303 282 1,244 20%


Other property investment 586 1 1 588 9%



4,669 924 640 6,233 100%


Retail 230 195 21 446 12%

Office 178 84 71 333 9%

Mixed use 48 66 16 130 3%

Industrial 34 69 6 109 3%


Residential development 36 23 - 59 2%

Business banking 648 2 - 650 18%

Personal 682 1 4 687 19%

Leisure 362 232 143 737 20%


Other property investment 241 - - 241 7%



2,620 704 323 3,647 100% Total specific provisions on loans and advances to customers

Total specific provisions on loans and advances to customers

31 December 2009

30 June 2010


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Loans classified as held for sale

Asset quality - profile of loans classified as held for sale


€m €m €m €m €m

1,102 129 2 20 1,253

54 60 - - 114

1,306 141 5 3 1,455

2,462 330 7 23 2,822

2,588 408 20 180 3,196

12,398 6,067 237 1,872 20,574

17,448 6,805 264 2,075 26,592

(5,670) (3,003) (161) (1,173) (10,007)

11,778 3,802 103 902 16,585

(19)

16,566


€m €m €m €m €m

4,160 830 11 159 5,160

145 201 1 22 369

813 198 - 28 1,039

5,118 1,229 12 209 6,568

3,030 513 20 401 3,964

15,754 6,728 275 2,313 25,070

23,902 8,470 307 2,923 35,602

(5,841) (2,813) (180) (1,286) (10,120)

18,061 5,657 127 1,637 25,482

Less:


Total

Good quality




30 June 2010


Internal asset quality reporting by industry sector within the Bank was amended during the period to 30 June 2010. The majority of sectors are unaffected. All comparative industry sector profiles as at 31 December 2009 have been amended accordingly.

Impaired loans


Total



31 December 2009

The Bank’s impairment charge is calculated in accordance with IFRS and reflects losses incurred in the period based on conditions existing at 30 June 2010. Losses expected as a result of future events, no matter how likely, are not recognised under IFRS. In accordance with IFRS, specific impairment on individual loans is calculated based on the difference between the current loan balance and the discounted value of estimated future cash flows on the loan. IFRS impairment provisions on held for sale assets should not be considered an indicator of future discounts on transfers of loans to NAMA.


Impaired loans

Good quality




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Aged analysis of loans classified as held for sale past due but not impaired


€m €m €m €m €m

486 108 5 15 614

50 8 - 11 69

126 21 1 7 155

1,926 271 14 147 2,358

Total 2,588 408 20 180 3,196


€m €m €m €m €m

675 215 3 168 1,061

284 11 1 1 297

593 46 - 21 660

1,478 241 16 211 1,946

Total 3,030 513 20 401 3,964

The following tables present an analysis of loans classified as held for sale where contractual interest or principal payments are past due but impairment is not appropriate as the level of collateral and the present value of estimated future cash flows available to the Group is sufficient.

30 June 2010

31 December 2009





The ageing of past due balances has deteriorated during the period. Key contributing factors include the continued difficult macroeconomic environment and a tightening of the Bank’s credit policy in relation to facilities at renewal date, particularly on those facilities where interest was being capitalised on customer loan balances.






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Gross loans classified as held for sale by geographical location and industry sector


Retail 2,721 1,225 137 4,083 15%

Office 2,268 302 253 2,823 11%

Mixed use 908 512 274 1,694 6%

Industrial 156 352 54 562 2%


Residential development 4,031 1,567 221 5,819 22%

Business banking 257 - 7 264 1%

Personal 1,101 5 13 1,119 4%

Leisure 1,806 282 443 2,531 10%

Commercial development 3,195 1,329 813 5,337 20%

Other property investment 367 51 - 418 2%

Fund investment 30 5 7 42 0%


18,371 5,798 2,423 26,592 100%


Retail 4,076 985 142 5,203 15%

Office 2,718 548 157 3,423 10%

Mixed use 1,898 469 233 2,600 7%

Industrial 192 353 34 579 2%

Residential investment 718 407 155 1,280 4%

Residential development 5,120 1,857 213 7,190 20%

Business banking 292 9 6 307 1%

Personal 1,799 11 23 1,833 5%

Leisure 2,718 296 362 3,376 9%

Commercial development 5,746 1,747 678 8,171 23%




26,831 6,762 2,009 35,602 100% Total loans classified as held for sale

Total loans classified as held for sale are stated gross of provisions and include €19m (31 December 2009: €nil) lent to fund assets held in respect of liabilities to customers under investment contracts (note 27).

Total loans classified as held for sale

31 December 2009

30 June 2010


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Specific provisions against loans classified as held for sale by geographical location and industry sector


Retail 757 184 10 951 9%

Office 380 65 35 480 5%

Mixed use 284 75 108 467 5%

Industrial 47 22 12 81 1%


Residential development 2,055 589 114 2,758 27%

Business banking 161 - - 161 2%

Personal 646 2 5 653 7%

Leisure 805 70 130 1,005 10%

Commercial development 1,669 534 329 2,532 25%


Fund investment 11 - 7 18 0%


7,628 1,566 813 10,007 100%


Retail 874 74 - 948 9%

Office 260 49 28 337 3%

Mixed use 523 63 33 619 6%

Industrial 42 6 - 48 0%


Residential development 1,945 567 103 2,615 26%

Business banking 171 9 - 180 2%

Personal 900 1 5 906 9%

Leisure 678 58 76 812 8%

Commercial development 2,024 683 169 2,876 29%




8,117 1,554 449 10,120 100%

Total specific provisions on loans classified as held for sale

31 December 2009

30 June 2010

Total specific provisions on loans classified as held for sale


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Current Non-Current Current Non-Current €m €m €m €m

Financial liabilities

Deposits from banks 33,014 287 32,710 261

Customer accounts 22,754 402 26,842 372

Debt securities in issue 11,087 5,431 11,190 3,958

Subordinated liabilities and other capital instruments * - 2,447 - 2,383

66,855 8,567 70,742 6,974

Liquidity and funding riskLiquidity and funding risk is the risk that the Group does not have sufficient financial resources available at all times to meet its contractual and contingent cash flow obligations or can only secure these resources at excessive cost.

a significant funding requirement by the end of September 2010 with €7.9bn of MTNs maturing by the time the current Credit Institutions (Financial Support) (‘CIFS’) Government guarantee scheme expires. Recent amendments to the ELG scheme, which apply from 29 September 2010 restrict the guarantee with regard to certain deposits and other debt securities with a maturity of less than three months. Additionally, all interbank deposits are excluded though retail deposits of any duration up to five years up to €100,000 continue to be covered by the Deposit Guarantee Scheme.

30 June 2010 31 December 2009

Funding markets, both retail and wholesale, have remained challenging for the Group. The market for customer deposits remains extremely competitive, particularly the retail deposit market where pricing pressure makes deposit retention difficult. Since 31 December 2009 the quantity and quality of the Bank’s funding has continued to deteriorate resulting in an increased reliance on support from central banks, including access to special funding facilities. The Group currently borrows from central banks through both open market operations with monetary authorities and through secured funding facilities with the Central Bank and Financial Services Authority of Ireland (note 24). The Group has total borrowings from central banks at 30 June 2010 of €26.3bn (31 December 2009: €23.7bn), including €11.6bn (31 December 2009: €11.5bn) borrowed through these secured funding facilities.

The table below analyses the Group’s financial liabilities into current or non-current maturity groupings, based on the remaining period to the contractual maturity date as at 30 June 2010 and 31 December 2009. Financial liabilities are classified as current if they have a contractual maturity within 12 months of the reporting date. The table is prepared on the basis of remaining contractual maturity and does not incorporate behavioural assumptions regarding expected cash flows.

Continued participation in NAMA will improve the Bank's liquidity as the senior NAMA floating rate notes are eligible for sale and repurchase agreements with the European Central Bank. At 30 June 2010 the Group held senior NAMA floating rate notes with a nominal value of €4.5bn and has received €1.9bn of additional senior notes in consideration for loans transferred in August. Furthermore, participation in the Credit Institutions (Eligible Liabilities Guarantee) Scheme 2009 (the 'ELG scheme') has aided the Bank in issuing term debt with a maturity of up to five years. In April 2010 the Bank successfully issued €2.4bn of Government guaranteed medium term notes (‘MTNs’) with maturities of 2 to 5 years. However, at present the Group will have

* Undated subordinated liabilities and other capital instruments have been included in non-current financial liabilities.

Liabilities to customers under investment contracts are excluded as the underlying liquidity risk is borne by the policyholder.

Derivatives are excluded as the majority of derivative transactions with interbank counterparties are covered under collateral support agreements, with cash collateral exchanged on a daily basis.

The Group's credit lines and other commitments to lend of €1,091 (31 December 2009: €1,858m) (note 33) include €587m (31 December 2009: €1,153m) falling due within one year.


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36. Fair value hierarchy

Level 1 Level 2 Level 3 Total €m €m €m €m

Financial assets

Financial assets at fair value through profit or loss - held on own account - 54 25 79

Available-for-sale financial assets 1,856 2,555 211 4,622

Derivative financial instruments - 2,046 696 2,742

Derivative financial instruments held for sale - 46 274 320

1,856 4,701 1,206 7,763



Other financial liabilities - 3 27 30

- 4,387 34 4,421

Level 1 Level 2 Level 3 Total €m €m €m €m

Financial assets

Financial assets at fair value through profit or loss - held on own account - 70 48 118

Available-for-sale financial assets 5,150 2,582 158 7,890


Derivative financial instruments held for sale - 179 231 410

5,150 4,926 825 10,901



Other financial liabilities - 2 27 29

- 2,660 38 2,698

The following table details the valuation methods used for the Group's financial assets and liabilities carried at fair value as at 30 June 2010, other than financial assets and liabilities at fair value through profit or loss held in respect of liabilities to customers under investment contracts.

Level 1 values are determined by reference to unadjusted quoted prices in active markets for identical assets or liabilities.

30 June 2010

The classification of the above instruments is based on the lowest level input that is significant to the measurement of fair value for the instrument. The three levels of the IAS fair value hierarchy are:

31 December 2009

The reduction in available-for-sale financial assets in the six months to 30 June 2010 is primarily attributable to disposals of debt securities and fair value movements. Derivative transactions with corporate clients which have a significant, but unobservable, counterparty credit input are classified in level 3. The Bank has observed a credit deterioration in relation to certain corporate clients during the financial period. NAMA subordinated bonds are included in level 3.

Level 2 values are determined using inputs other than quoted prices described for level 1 but which are observable for the asset or liability either directly or indirectly.

Level 3 values incorporate significant inputs for the asset or liability that are not based on observable market data (unobservable inputs).


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37. Capital resources

Regulatory capital - with derogations 30 June 31 December2010 2009

€m €m

Tier 1 capital

Equity (a) 6,526 4,170

Prudential filters and regulatory adjustments 106 65

Non-cumulative preference shares 364 334

Core Tier 1 capital 6,996 4,569

Perpetual preferred securities 278 271

Total Tier 1 capital 7,274 4,840

Tier 2 capital

Collective provisions 1,326 1,277

Subordinated perpetual debt 52 47

Subordinated term debt 1,609 1,649


Tier 1 and Tier 2 capital 10,261 7,813

Capital deductions (12) (12)

Total capital 10,249 7,801

Risk weighted assets (b) 62,620 73,055

Tier 1 capital ratio 11.6% 6.6%

Total capital ratio 16.4% 10.7%

(a)

The Bank's regulatory capital resources consist of both Tier 1 and Tier 2 capital. Tier 1 capital includes equity (comprising ordinary share capital, share premium and eligible reserves), perpetual preferred securities, deductions for intangible assets and prudential adjustments. Prudential adjustments include the reversal of movements on available-for-sale and cash flow hedging reserves. Tier 2 capital includes subordinated debt and collective impairment provisions. Specific prudential limits apply to the amount of perpetual preferred securities, subordinated debt and collective provisions eligible as regulatory capital. Total capital is further reduced by supervisory deductions.

The Group’s regulatory capital position has remained under considerable stress due to the losses incurred during the period. The Minister for Finance, as the Bank’s sole shareholder, has committed that the Bank will remain adequately capitalised. As evidence of this commitment, the Minister for Finance provided an additional capital contribution of €2.0bn on 28 May 2010 by way of an adjustment instrument to the €8.3bn promissory note issued on 31 March 2010. A further capital contribution of €8.58bn, relating to the amount due from Shareholder at 30 June 2010, brings the total amount of capital contributed by the Shareholder to date to €22.88bn, all of which qualifies as Core Tier 1 regulatory capital. The inclusion of the capital contribution of 30 June 2010 restored the Group's regulatory capital position, resulting in a Tier 1 Capital ratio of 11.6% and a Total Capital ratio of 16.4%.

The Group reported a Total Capital ratio of 7.7% as at 31 May 2010, a breach of the minimum requirement, in revised regulatory returns which were submitted to the Financial Regulator on 31 August 2010. These returns were revised following the final determination of the appropriate fair value of the senior NAMA floating rate notes, of which a nominal amount of €3.9bn was received in May. This breach was temporary as the €8.58bn capital contribution of 30 June 2010 restored the Bank’s capital ratio above the minimum required.

Core Tier 1 capital has been significantly impacted by the loss for the period ended 30 June 2010 which includes €4.9bn of impairment charges and a loss on disposal of assets to NAMA of €3.5bn. Core Tier 1 capital also includes €10.58bn of capital contributions received in the period.


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37. Capital resources continued

(b)

Derogations from regulatory capital requirements

(1)

(2)

(3)

(4)

(5)

(6)

• that lower Tier 2 capital cannot exceed 50% of Tier 1 capital;

Risk weighted assets are calculated in line with the Standardised Approach to Basel II. The level of risk weighted assets has reduced primarily due to the disposal of assets to NAMA during the period. Further specific impairment charges incurred in the period to 30 June 2010 have also reduced the level of risk weighted assets. These reductions have been offset somewhat by an increase in the amount of exposures that are greater than 90 days past due and risk weighted at 150% and also the impact of exchange rate fluctuations on the Bank's asset base.

The Bank’s regulatory capital position throughout the period to 30 June 2010 has continued to benefit from derogations from certain regulatory capital requirements granted, following requests from the Bank, on a temporary basis by the Financial Regulator. The following derogations, in effect at 30 June 2010, were granted by the Financial Regulator on 31 May 2010, and are consistent with those applicable at 31 December 2009.

• that the Bank's minimum Total capital ratio be reduced from 9.5% to 8.0%;

• that Tier 1 capital comprises at least 50% of the Bank's regulatory capital;

• to deduct €169m from Total capital.

The Financial Regulator grants a waiver from the requirement, set out in its letter of 25 July 2008, to make a deduction of €169m from Total Own Funds.

The Financial Regulator has in place a restriction on the level of general provisions that may be included in Tier 2 of 1.25% of risk weighted assets, as set forth in Paragraph 2.2 (iv) of the Financial Regulator's notice BSD S 1/00. This limit of 1.25% shall not apply to the Bank.

The Financial Regulator has extended the application of the above derogations until 31 August 2010 or such shorter period if the Bank's capital ratios were restored to a level compliant with capital ratio requirements in place prior to the granting of these derogations.

• that Core Tier 1 capital must be, at a minimum, 4% of risk weighted assets;

Full details of the Financial Regulator's derogations applicable as at 30 June 2010 are as follows:

The Financial Regulator's requirements in relation to Own Funds as set out in paragraph 3.2.1 (i) and (ii) of BSD S 1/04, Notice to Credit Institutions (Alternative Capital Instruments: Eligibility as Tier 1 Capital) shall not apply to the Bank.

In accordance with the national discretion provisions afforded to member states under Annex VI of the Capital Requirements Directive 2006/48/EC the Financial Regulator imposed a risk weighting of 150% to speculative commercial real estate with effect from 1 January 2007. This is as set out in paragraph 2.2, Type A Discretions (ref 20) of the Financial Regulator's notice on Implementation of the CRD (28 December 2006) (the 'Implementation Notice'). This shall be amended in the case of the Bank to 100% in respect of the value of all exposures as at 31 October 2009 meeting the definition of speculative commercial real estate as defined in the Implementation Notice. Any increase in such exposures after that date or any new exposures arising after that date meeting the definition of speculative commercial real estate shall continue to have a risk weighting of 150%.

The minimum total capital requirement for credit institutions is 8% as set down by Regulation 19 of the European Communities (Capital Adequacy of Credit Institutions) Regulations 2006 (SI No. 661 of 2006) (the 'CRD Regulations'). The Financial Regulator has imposed a higher minimum total capital ratio requirement of 9.5% on the Bank. This requirement shall be reduced from 9.5% to 8%.

Under Regulation 11(6) of the CRD Regulations the Bank is authorised to exceed the limits set out in Regulation 11(1).

The Financial Regulator granted, effective from 31 December 2009, the following derogations on a temporary basis and in exceptional circumstances:

• to apply a risk weight of 150% to certain Irish commercial property loans advanced prior to 31 October 2009; and

• that collective provisions included in Tier 2 capital cannot exceed 1.25% of risk weighted assets;


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37. Capital resources continued

Regulatory capital - without derogations 30 June 31 December2010 2009

€m €m


Tier 2 capital

Collective provisions 795 939

Subordinated perpetual debt 52 47

Subordinated term debt 1,609 1,649


Tier 1 and Tier 2 capital 9,730 7,475

Capital deductions (181) (181)

Total capital 9,549 7,294

Risk weighted assets 63,554 75,112

Tier 1 capital ratio 11.4% 6.4%

Total capital ratio 15.0% 9.7%

The following table provides details of the regulatory capital position of the Bank without the benefit of temporary derogations from certain regulatory capital requirements that were applicable at 30 June 2010.


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38. Related party transactions

Irish Government

Pension funds

Subsidiary undertakings and joint ventures

Key management personnel

Placings with and deposits from the Central Bank and Financial Services Authority of Ireland are detailed in notes 14 and 24 respectively. In addition, in the normal course of business and on arm's length terms, the Group has entered into transactions with Government-related entities, which include financial institutions in which the State has a majority interest. The principal banking transactions include taking deposits, investing in Government bonds and debt securities issued by financial institutions, and providing loans. At 30 June 2010 normal banking transactions outstanding between the Group and such entities amounted to: deposits of €645m (31 December 2009: €436m), Government bonds of €295m (31 December 2009: €1,118m), debt securities issued by State-owned financial institutions of €277m (31 December 2009: €232m) and loans of €nil (31 December 2009: €173m). The loans at 31 December 2009, which represented amounts advanced to Becbay Limited (a joint venture entity involving the Dublin Docklands Development Authority) on arm's length terms, were transferred to NAMA during the period.

The volume and diversity of other non-banking transactions are not considered significant. Furthermore, while the Irish Government or Government-related entities may in the normal course of their business hold debt securities, subordinated liabilities and other liabilities issued by the Group, it is not practical to ascertain and disclose these amounts. In the ordinary course of business the Group purchases certain utility and other services from entities controlled by the Irish Government.

Parties are considered to be related if one party has the ability to control, or exercise significant influence over, another party's financial or operational decision making, or when both parties are under common control. During the period ended 31 December 2009 the Group was taken into State ownership and, as a result, the Irish Government is considered a related party. On 30 September 2008 the Irish Government introduced the Credit Institutions (Financial Support) Scheme 2008 (the 'CIFS scheme') under which the Minister for Finance guaranteed certain liabilities of covered institutions, including the Bank, until 29 September 2010. On 9 December 2009 the Government introduced the Credit Institutions (Eligible Liabilities Guarantee) Scheme 2009 (the 'ELG scheme') which provides a guarantee for relevant customer deposits and provides flexibility to issue certain debt securities in both unguaranteed and guaranteed form (up to a maximum maturity of 5 years). The Bank became a participating institution in the ELG scheme on 28 January 2010. Fees payable under the ELG and the CIFS schemes are set out in notes 3 and 4 respectively.

The financial support provided by the Government to the Group referred to above is subject to review by the European Commission ('EC') under EU State Aid rules. The Group submitted a revised restructuring plan to the EC in May 2010 and the review of that plan by the EC is ongoing. The EC will consider whether the plan demonstrates the Group’s long term viability, that the Group (and its capital holders) makes an appropriate contribution to the restructuring costs from its own resources and that measures are taken to limit distortions to competition arising from the financial support provided by the Government to the Group. The Irish Government and the EC may therefore exert significant influence which could impact the Group's future results and financial condition.

On 31 March 2010 an €8.3bn capital contribution from the Bank's Shareholder, which was a receivable at 31 December 2009, was settled via receipt of a promissory note. The Bank received a further €2.0bn capital contribution on 28 May 2010 in the form of an adjustment instrument to the original promissory note. On 23 August 2010 a capital contribution of €8.58bn, which was a receivable at 30 June 2010, was settled through receipt of a further adjustment instrument to the original promissory note.

On 9 February 2010 the Bank applied to be designated as a participating institution in NAMA. This application was accepted by the Minister for Finance on 12 February 2010. During the current period the Bank transferred loans and related derivatives with a carrying value of €7.6bn to NAMA. In return, the Bank received NAMA senior floating rate notes and subordinated bonds with initial fair values of €4.1bn and €0.1bn respectively (note 11).

Anglo Irish Bank Corporation Limited (the 'Bank') is the ultimate parent of the Group. Banking transactions are entered into by the Bank with its subsidiaries in the normal course of business. The Group provides certain banking and financial services to its joint ventures.

The Group provides normal investment fund management and banking services to pension funds operated by the Group for the benefit of its employees. These services are provided on similar terms to third party transactions and are not material to the Group.

Key management personnel comprise persons who, at any time during the six months ended 30 June 2010, were members of the Board of Directors (the 'Board') together with the Group Secretary and any other persons having authority and responsibility for planning, directing and controlling the activities of the Bank.


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38. Related party transactions continued

Key management personnel continued

Changes to the Board since 31 December 2009

Loans to key management personnel

Loans to connected persons

Transactions with former key management personnel

Also, as previously disclosed in note 55 to the Annual Report and Accounts 2009, loans advanced to other key management at 31 December 2009 included a loan of €4m advanced to a former key manager on preferential terms in lieu of entitlements associated with a foreign assignment which commenced in 2005. The loan balance comprised lending to provide accommodation for the duration of the foreign assignment. The Bank assumed legal ownership of this property during the period in full repayment of the related loan balance at a total cost of €1.9m. This cost is deemed to be an employment benefit attributable to the key manager.

On 24 May 2010 Dr. Noel Cawley, Aidan Eames and Gary Kennedy were appointed to the Board. On 14 June 2010 Alan Dukes was appointed as Chairman of the Board to replace Donal O'Connor who resigned on that date as Chairman and as a Director of the Bank. On 5 July 2010 Natasha Mercer resigned as Group Secretary and was replaced by Dr. Max Barrett.

Loans and advances at 31 December 2009 include €10m to three former key managers who are no longer employed by the Bank. Loans and advances at 30 June 2010 include €1m (31 December 2009: €1m) to two individuals who are currently key management personnel.

During the period there was no transaction, arrangement or agreement of the type referred to in section 31 of the Companies Act, 1990 (as amended) between the Bank and any person who was connected with a Director of the Bank during the period which was (a) not entered into by the Bank in the ordinary course of its business, or (b) its value was greater, or its terms more favourable, in respect of the person for whom it is made, than that or those which (i) the Bank ordinarily offers, or (ii) it is reasonable to expect the Bank to have offered, to or in respect of a person of the same financial standing but unconnected with the Bank.

All of the loans to Directors outstanding at 31 December 2009 of €155m relate to former Directors of the Bank. None of the current Directors has, or has had at any time during the period, any loans from the Bank. No other transactions, arrangements or agreements of the type referred to in section 31 of the Companies Act, 1990 (as amended) existed at any time during the period in respect of any current Director of the Bank.

As previously disclosed in note 54 to the Annual Report and Accounts 2009, a former Director, who left the Bank on 15 March 2010, received a voluntary redundancy payment inclusive of pay in lieu of notice and legal/actuarial fees of €784,095, a payment in lieu of outstanding holidays of €65,417 and an actuarially calculated gross payment of €1,980,000 before tax in lieu of pension related benefits during the period. An after tax sum of €915,625 from this payment was set-off against outstanding loan balances with the Bank. A further after tax sum of €440,000 was placed on deposit with the Bank and used to service the remaining loans outstanding. The former Director also received €219,800 on 12 December 2008 and €262,223 in March 2010 for deferred performance bonuses, to which he had a contractual entitlement. These awards were in respect of the financial years to 30 September 2005 and 30 September 2006 and were expensed, and disclosed where appropriate, in the years in which they were awarded.

Remuneration for the new Non-executive Directors is in accordance with the Group's remuneration policy as agreed with the Minister for Finance in consultation with the Chairman of the Remuneration Committee in 2009. Furthermore the Chairman of the Board has voluntarily offered to receive an annual fee of €150,000 which is €100,000 lower than the agreed contractual fee of €250,000.


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39. Events after the reporting period

Promissory note

NAMA

Customer restructurings

40. Approval

The interim financial statements were authorised for issue by the Board of Directors on 31 August 2010.

On 23 August 2010 the Minister for Finance fulfilled his 30 June 2010 commitment and settled the amount due from Shareholder (note 19) by providing the Bank with an adjustment instrument to the original promissory note increasing the principal amount from €10.3bn to €18.88bn. The corresponding increase to the capital reserve is eligible as regulatory Core Tier 1 capital.

On 9 August 2010 the European Commission ('EC') cleared under the EU Merger Regulation the proposed restructuring of a large retail customer's debts in return for a transfer of joint control to the Bank and another financial institution. The Bank is currently restructuring other customers' facilities which could involve a rescheduling of repayments or in certain cases the Bank acquiring an ownership interest, where this is considered appropriate and maximises the recovery of the outstanding debt.

In August 2010, the Bank transferred assets to NAMA with a gross value of €5.9bn (before provisions for impairment of €2.6bn). In consideration, the Bank received NAMA senior notes and subordinated bonds with an aggregate fair value of €1.7bn. The Bank realised a loss on disposal of €1.6bn which will be recognised in the six months to 31 December 2010.

NAMA has complete discretion as to which assets will be acquired and has not confirmed to the Bank the total value of loans that it expects to purchase. Since the period end NAMA has confirmed that it will not now be acquiring €1.2bn of the €25.9bn of loans classified as held for sale to NAMA at 30 June 2010. The European Commission has set a deadline of February 2011 for all transfers to NAMA.

Due to the factors above and uncertainty over discounts on transfer, the Bank is currently not in a position to accurately quantify the actual total loss that will arise on the transfer of all eligible assets to NAMA.


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Independent review report to Anglo Irish Bank Corporation Limited Introduction We have been engaged by Anglo Irish Bank Corporation Limited ('the Bank') to review the condensed set of financial statements in the Interim Report for the six months ended 30 June 2010 which comprise the Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Consolidated statement of changes in equity, the Consolidated statement of cash flows and the related notes 1 to 40 (the 'condensed financial statements'). We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed financial statements. This report is made solely to the Bank in accordance with the International Standard on Review Engagements 2410 (UK and Ireland) 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Bank those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Bank, for our work, for this report, or for the conclusions we have formed. Directors’ responsibilities The Interim Report is the responsibility of, and has been approved by, the Board of Directors of the Bank ('the Directors'). The Directors are responsible for preparing the Interim Report in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Irish Financial Services Regulatory Authority. As disclosed in note 1, the annual financial statements of the Bank are prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The condensed financial statements included in this Interim Report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union. Our responsibility Our responsibility is to express to the Bank a conclusion on the condensed financial statements in the Interim Report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom and Ireland. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed financial statements in the Interim Report for the six months ended 30 June 2010 are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union, the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Irish Financial Services Regulatory Authority. Deloitte & Touche Chartered Accountants 31 August 2010

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Caring for the environmentAt Anglo Irish Bank, we take a responsible approach to environmental issues and have worked with our print partner to minimise the environmental impact of our Interim Report publication. The paper selected for this report comes from certified well managed forests, accredited by the PEFC to a standard known as Chain of Custody. These certified forests are managed to ensure long term timber supplies while protecting the environment and the livelihood of the forest dependent people.


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www.angloirishbank.com

Anglo Irish Bank Corporation Limited is regulated by the Financial Regulator in Ireland. In the UK, Anglo Irish Bank Corporation is authorised by the Financial Regulator in Ireland and subject to limited regulation by the Financial Services Authority. Details about the extent of our regulation by the Financial Services Authority are available from us on request.


JA-300
