Exhibit A to Deposit Agreement

Exhibit A to Deposit Agreement

No.

[Sponsored-Exempt]

AMERICAN DEPOSITARY SHARES

(Each American Depositary Share represents one deposited Share)

THE BANK OF NEW YORK MELLON

AMERICAN DEPOSITARY RECEIPT

FOR ORDINARY SHARES,

PAR VALUE EURO 0.16 EACH OF

ANGLO IRISH BANK CORPORATION PLC

(INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF IRELAND)

The Bank of New York Mellon as depositary (hereinafter called the "Depositary"), hereby certifies that                                                                    , or registered assigns IS THE HOLDER OF                    

AMERICAN DEPOSITARY SHARES

representing deposited ordinary shares (herein called "Shares") of Anglo Irish Bank Corporation plc, incorporated under the laws of the Republic of Ireland (herein called the "Company").  At the date hereof, each American Depositary Share represents one Share which are either deposited or sub­ject to deposit under the deposit agreement at the Dublin, Ireland office of Allied Irish Bank (herein called the "Custo­dian").  The Depositary's Corporate Trust Office is located at a different address than its prin­cipal executive office.  Its Corporate Trust Office is located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000, and its principal executive office is lo­cated at Xxx Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000.

THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS

000 XXXXXXX XXXXXX, XXX XXXX, X.X.  00000

1. THE DEPOSIT AGREEMENT.

This American Depositary Receipt is one of an issue (herein called "Receipts"), all issued and to be issued upon the terms and conditions set forth in the deposit agreement, Amended and Restated as of October 12, 1994, as amended and restated as of ____________, 2008 (herein called the "De­posit Agreement"), by and among the Company, the Depositary, and all Beneficial Owners and Holders from time to time of Receipts is­sued thereunder, each of whom by accept­ing a Re­ceipt agrees to become a party thereto and become bound by all the terms and conditions thereof.  The Deposit Agreement sets forth the rights of Beneficial Owners and Holders of the Re­ceipts and the rights and duties of the Depositary in respect of the Shares depos­ited thereunder and any and all other secu­rities, property and cash from time to time received in re­spect of such Shares and held thereunder (such Shares, secu­rities, property, and cash are herein called "Deposited Secu­rities").  Copies of the De­posit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custo­dian.

The statements made on the face and reverse of this Re­ceipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms not defined herein shall have the meanings set forth in the Deposit Agreement.

2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

Upon surrender at the Corporate Trust Office of the De­positary of this Receipt, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and condi­tions of the Deposit Agreement, the Holder hereof is entitled to delivery, to him or upon his order, of the Depos­ited Securities at the time represented by the American De­positary Shares for which this Receipt is issued.  Delivery of such Deposited Securities may be made by the delivery of (a) certificates in the name of the Holder hereof or as ordered by him or by the delivery of certificates properly endorsed or accompanied by proper instruments of transfer and (b) any other securities, property and cash to which such Holder is then entitled in respect of this Receipt.  Such delivery will be made at the option of the Holder hereof, either at the of­fice of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Holder hereof.

The Depositary shall not accept for surrender a Re­ceipt evidencing American Depositary Shares representing less than one Share.  In the case of surrender of a Receipt evi­dencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be recorded in the name of the Holder or Beneficial Owner sur­rendering such Receipt, and shall issue and deliver to the person surrender­ing such Receipt a new Receipt evidencing American Depositary Shares representing any remaining frac­tional Shares.

3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Holder hereof in person or by a duly authorized attorney, upon sur­render of this Receipt properly endorsed for transfer or ac­companied by proper instruments of transfer and funds suf­ficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compli­ance with such regulations, if any, as the Depositary may establish for such purpose.  This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.  As a condition precedent to the execu­tion and delivery, registration of transfer, split-up, combination, or surrender of any Receipt or with­drawal of any Deposited Securities, the Depositary, the Custo­dian, or Registrar may require payment from the presentor of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registra­tion fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or with­drawn) and payment of any applicable fees as provided in this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regula­tions  the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt.

Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in par­ticular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or ad­visable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any gov­ernment or governmental body or commission, or under any pro­vision of the Deposit Agree­ment or this Receipt, or for any other reason, subject to the provisions of the following sen­tence.  The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by clos­ing the transfer books of the Depositary or the Company or the deposit of Shares in con­nection with voting at a shareholders' meet­ing, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares.

4. LIABILITY OF HOLDERS FOR TAXES.

If any tax or other governmental charge shall become pay­able with respect to any Receipt or any Deposited Securities represented hereby, such tax or other governmental charge shall be payable by the Holder hereof to the Depositary.  The Depositary may refuse to effect any transfer of this Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Holder hereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by this Receipt, and may ap­ply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other gov­ernmental charge and the Holder hereof shall remain liable for any defi­ciency.

5. WARRANTIES OF DEPOSITORS.

Every person depositing Shares hereunder shall be deemed thereby to represent and war­rant that (i) such Shares and each certificate therefor are validly issued, fully paid, non as­sessable, and free of any pre-emptive rights of the holders of outstanding Shares, (ii) the person making such deposit is duly authorized so to do, (iii) any preemptive rights then in effect with respect to such Shares have been validly waived or exercised and (iv) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares repre­senting such Shares by that person are not restricted under the Secu­rities Act of 1933.  Such representations and warran­ties shall survive the deposit of Shares and issu­ance of Re­ceipts.

6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

Any person presenting Shares for deposit or any Holder or any Beneficial Owner may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or resi­dence, exchange control approval, or such information relating to the registration on the books of the Company or  the For­eign Registrar, if applicable, to execute such certifi­cates and to make such representations and warranties, as the De­positary may deem necessary or proper.  The Depositary may (and at the request of the Company shall) withhold the deliv­ery or registration of transfer of any Re­ceipt or the distri­bution of any dividend or sale or distribu­tion of rights or of the proceeds thereof or the delivery of any Deposited Securi­ties until such proof or other information is filed or such certificates are executed or such representa­tions and warran­ties made.  No Share shall be accepted for deposit unless ac­companied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Republic of Ireland which is then performing the func­tion of the regulation of currency exchange.  

7. CHARGES OF DEPOSITARY.

The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing en­tered into between the Depositary and the Company from time to time.  The Depositary shall present its statement for such charges and expenses to the Company once every three months.  The charges and expenses of the Custodian are for the sole account of the Depositary.

The following charges shall be incurred by any party de­positing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regard­ing the Receipts or Deposited Securities or a distribu­tion of Receipts pursuant to Section 4.3 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registra­tion of transfers of Shares gen­erally on the share register of the Company or Foreign Regis­trar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are ex­pressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign cur­rency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Deposi­tary Shares (or portion thereof) for the execution and deliv­ery of Receipts pursuant to Section 2.3 of the Deposit Agree­ment, the execution and delivery of Receipts pursuant to Sec­tion 4.3 of the Deposit Agreement and the surrender of Re­ceipts pursuant to Section 2.5 of the Deposit Agreement, (6) a fee not in excess of $.02 or less per  American Depositary Share (or por­tion thereof) for any cash distribution made pur­suant to the Deposit Agreement including, but not limited to Sections 4.1 through 4.4 thereof, (7) a fee not in excess of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 and (8) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Sections 4.2 or 4.4 of the Deposit Agreement, respectively, such fee being in an amount equal to the fee for the is­suance of Ameri­can Depositary Shares referred to above which would have been charged as a result of the deposit by holders of securities (for purposes of this clause (8) treating all such securities as if they were Shares) or Shares received in exercise of rights distrib­uted to them pursuant to Sections 4.2 or 4.4 of the Deposit Agree­ment, respectively, but which securities or rights are instead sold by the Depositary, and the net proceeds distrib­uted.

The Depositary, subject to Article (8) hereof, may own and deal in any class of securi­ties of the Company and its affiliates and in Receipts.

8. LOANS AND PRE-RELEASE OF SHARES AND RECEIPTS.

Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the re­ceipt of Shares pursuant to Section 2.2 of the Deposit Agree­ment ("Pre-Release").  The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released.  The Depositary may receive Receipts in lieu of Shares in satisfactory of a Pre-Release.  Each Pre-Release will be (a) preceded or accompanied by a written rep­resentation from the person to whom Receipts are to be deliv­ered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) sub­ject to such further indemnities and credit regulations as the Depositary deems appropriate.  The number of American Deposi­tary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.

The Depositary may retain for its own account any compen­sation received by it in connection with the foregoing.

9. TITLE TO RECEIPTS.

It is a condition of this Receipt and every successive Holder and Beneficial Owner of this Receipt by ac­cepting or holding the same consents and agrees, that title to this Re­ceipt when properly endorsed or accompanied by proper instru­ments of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument, provided, however, that the Company and the Depositary, notwithstanding any notice to the con­trary, may treat the person in whose name this Receipt is reg­istered on the books of the Depositary as the absolute owner hereof for the purpose of determining the person en­titled to distribution of divi­dends or other distri­butions or to any notice provided for in the Deposit Agreement or for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any li­ability under the Deposit Agreement to any holder of a Receipt unless such holder is the registered Holder thereof.

10. VALIDITY OF RECEIPT.  

This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any pur­pose, unless this Receipt shall have been executed by the De­positary by the manual or facsimile signature of a duly autho­rized signa­tory of the Depositary and, if a Registrar for the Receipts shall have been appointed, countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar.

11. REPORTS; INSPECTION OF TRANSFER BOOKS.

The Company publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet web site or through an electronic information delivery system generally available to the public in its primary trading market.  The Company's Internet web site address is xxx.xxxxxxxxxxxxxx.xxx.

The Depositary will make available for inspection by Holders of Receipts at its Corporate Trust Office any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Se­curities by the Company.  The Depositary will also send to Holders of Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement.

The Depositary will keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Holders of Receipts provided that such inspection shall not be for the purpose of communicating with Holders of Receipts in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the Receipts.

12. DIVIDENDS AND DISTRIBUTIONS.

Whenever the Depositary receives any cash dividend or other cash distribu­tion on any Deposited Securities, the De­positary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the De­positary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribu­tion into dollars and will distribute the amount thus received to the Holders of Receipts entitled thereto, provided, however, that in the event that the Company or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securi­ties an amount on account of taxes, the amount distributed to the Holders of the Receipts evidencing American Depositary Shares representing such Deposited Securi­ties shall be reduced ac­cordingly.

Subject to the provisions of Section 4.11 and 5.9, of the Deposit Agreement, whenever the Depositary receives any dis­tribution other than a distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary will, af­ter notification to the Company, cause the securities or prop­erty received by it to be distributed to the Holders of Re­ceipts entitled thereto, in any manner that the Depositary may deem equitable and practicable for ac­­complishing such distri­bution; provided, however, that if in the opinion of the De­positary such distri­bution cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the pur­pose of effecting such distribution, including, but not lim­ited to, the public or private sale of the securi­ties or prop­erty thus received, or any part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as pro­vided in Section 5.9) shall be distributed by the Depositary to the Holders of Re­ceipts entitled thereto as in the case of a distribution re­ceived in cash.

If any distribution consists of a dividend in, or free distribution of, Shares, the Depositary may, upon notification to the Company, and shall if the Company shall so request, distribute to the Holders of out­standing Receipts entitled thereto, additional Receipts evi­dencing an aggregate number of American Depositary Shares rep­resenting the amount of Shares received as such dividend or free distri­bution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Re­ceipts, including the withholding of any tax or other govern­mental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees of the Depositary as provided in Section 5.9 of the Deposit Agree­ment.  In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and dis­tribute the net proceeds, all in the manner and subject to the conditions set forth in the Deposit Agree­ment.  If ad­ditional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the ad­­­­­­­­­ditional Shares distributed upon the Deposited Securities represented thereby.

In the event that the Depositary determines that any dis­tribution in property (including Shares and rights to sub­scribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to with­hold, the De­positary may by public or private sale dispose of all or a portion of such property (including Shares and rights to sub­scribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Holders of Receipts entitled thereto.

13. CONVERSION OF FOREIGN CURRENCY.

Whenever the Depositary shall receive foreign cur­rency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a rea­sonable basis into Dollars and the resulting Dollars trans­ferred to the United States, the Depositary shall promptly convert or cause to be converted, by sale or in any other man­ner that it may determine, such foreign currency into Dollars, and such Dol­lars shall be distributed to the Holders entitled thereto or, if the Depositary shall have distributed any war­rants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instru­ments upon surrender thereof for cancellation.  Such distribu­tion may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on ac­count of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expenses of con­version into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for ap­proval or license, if any, as it may deem desirable, after notification to the Company.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary is not convertible on a reasonable basis into Dol­lars transfer­able to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not ob­tained within a reasonable period as determined by the Deposi­tary, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign cur­rency uninvested and with­out liability for interest thereon for the respec­tive ac­counts of, the Holders entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Holders entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Holders entitled thereto.

14. RIGHTS.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary, after notification to the Company, shall have discretion as to the proce­dure to be followed in making such rights available to any Holders or in disposing of such rights on behalf of any Hold­ers and making the net pro­ceeds available in Dollars to such Holders or, if by the terms of such rights offering or, for any other reason, the Deposi­tary may not either make such rights available to any Holders or dispose of such rights and make the net proceeds available to such Holders, then the De­positary shall allow the rights to lapse.  If at the time of the offering of any rights the De­positary determines in its discretion that it is lawful and feasible to make such rights available to all Holders or to certain Holders but not to other Holders, the Depositary may, upon notification to the Company, distribute, to any Holder to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Holder, warrants or other instruments therefor in such form as it reasonably deems appropriate.  If the Depositary determines in its discretion that it is not lawful and fea­sible to make such rights available to certain Holders, it may sell the rights or warrants or other instruments in proportion to the number of American Depositary Shares held by the Hold­ers to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement) for the ac­count of such Holders otherwise entitled to such rights, war­rants or other instru­ments, upon an averaged or other practi­cal basis without regard to any distinctions among such Holders because of ex­change restric­tions or the date of delivery of any Receipt or otherwise.  The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder in par­ticular.

In circumstances in which rights would otherwise not be distributed, if a Holder requests the distri­bution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Holder hereunder, the Depositary will make such rights avail­able to such Holder upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Holder has executed such documents as the Company has deter­mined in its sole dis­cretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other in­struments for rights to all or certain Holders, then upon in­struction from such a Holder pursuant to such warrants or other instruments to the Depositary from such Holder to exer­cise such rights, upon payment by such Holder to the Deposi­tary for the account of such Holder of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Holder, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Holder.  As agent for such Holder, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, execute and deliver Receipts to such Holder.  In the case of a distribution pursuant to the second paragraph of this section, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restric­tions on sale, deposit, cancellation, and transfer under such laws.

If the Depositary determines in its discretion that it is not lawful and feasible to make such rights available to all or certain Holders, it may, upon notification to the Company, sell the rights, warrants or other instruments in proportion to the number of American De­positary Shares held by the Hold­ers to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and govern­mental charges payable in connection with such rights and sub­ject to the terms and con­ditions of this Deposit Agreement) for the account of such Holders otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Holders because of ex­change restrictions or the date of delivery of any Receipt or otherwise.  

The Depositary will not offer rights to Holders un­less both the rights and the securities to which such rights relate are either exempt from registration under the Securi­ties Act of 1933 with respect to a distribution to Holders or are reg­istered under the provisions of such Act.  If a Holder re­quests distribution of warrants or other instru­ments, notwith­standing that there has been no such registra­tion under such Act, the Depositary shall not effect such dis­tribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Holder is exempt from such registration.  The Company shall have no obligation to regis­ter such rights or such securities under the United States Securities Act of 1933.

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder in par­ticular.

15. RECORD DATES.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the De­positary causes a change in the number of Shares that are rep­resented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall fix a record date (a) for the determination of the Holders of Re­ceipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of vot­ing rights at any such meeting, or (b) on or after which each American Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit Agreement.

16. VOTING OF DEPOSITED SECURITIES.

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Holders of Receipts a notice, the form of which notice shall be in the sole discretion of the Deposi­tary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Hold­ers of Receipts as of the close of business on a specified record date will be entitled, subject to any ap­plicable provi­sion of law and of the Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securi­ties represented by their respective American Depositary Shares.  Upon the written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall en­deavor in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities rep­resented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request.

If the Company notifies the Depositary in writing that a particular Beneficial Owner has not complied with the provi­sions of Section 3.4 or 3.5 of the Deposit Agreement, to the extent feasible (including to the extent such Beneficial Owner is shown on the records of the Depositary to be the Holder of any American Depositary Share) the Depositary shall not vote or cause to be voted any Shares represented by any Receipt registered in the name of such Beneficial Owner, if so in­structed by the Company.

17. CHANGES AFFECTING DEPOSITED SECURITIES.

In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, any securi­ties which shall be received by the Deposi­tary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Depos­ited Securities under the Deposit Agreement, and American De­positary Shares shall thenceforth represent the new Deposited Securities so received in exchange or conversion, unless ad­ditional Receipts are delivered pursu­ant to the fol­lowing sen­tence.  In any such case the Depositary may, upon notification to the Company, and shall if the Company shall so request, execute and deliver additional Re­ceipts as in the case of a dividend on the Shares, or call for the surrender of outstand­ing Receipts to be exchanged for new Receipts specifically describing such new Deposited Securi­ties.

18. LIABILITY OF THE COMPANY AND DEPOSITARY.

Neither the Depositary nor the Company shall incur any liability to any Beneficial Owner or Holder, if by reason of any provi­sion of any present or future law of the United States or any other country, or of any other governmen­tal or regulatory authority, or by reason of any provision, present or future, of the Articles of Association of the Com­pany, or by reason of any act of God or war or other circum­stances be­yond its control, the Depositary or the Company shall be pre­vented or forbidden from or be subject to any civil or crimi­nal penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement it is provided shall be done or performed; nor shall the De­positary or the Company incur any liability to any Beneficial Owner or Holder by reason of any non-performance or delay, caused as afore­said, in the perform­ance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion pro­vided for in the Deposit Agree­ment.  Where, by the terms of a distribution pursuant to Sec­tions 4.1, 4.2, or 4.3 of the De­posit Agreement, or an of­fering or distribution pursuant to Section 4.4 of the Deposit Agreement, such distribution or offering may not be made available to Holders of Receipts, and the Depositary may not dispose of such distribution or offer­ing on behalf of such Holders and make the net proceeds avail­able to such Holders, then the Depositary shall not make such distribution or offer­ing, and shall allow any rights, if ap­plicable, to lapse.  Neither the Company, the Depositary, nor any of their respec­tive agents assumes any obligation or shall be subject to any liability under the Deposit Agree­ment to Beneficial Owners or Holders, except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negli­gence or bad faith.  The De­positary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities.  Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or de­fend any action, suit, or other proceeding in respect of any Deposited Securities or in re­spect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custo­dian shall not be under any obliga­tion whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Deposi­tary.  Neither the Depositary nor the Com­pany shall be liable for any action or nonaction by it in re­liance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Beneficial Owner or Holder, or any other person believed by it in good faith to be competent to give such ad­vice or informa­tion.  The Depositary shall not be responsible for the man­ner in which any vote is cast or the effect of any such vote, or, subject to the provisions of Section 5.3 of the Deposit Agree­ment, for any failure to carry out any instructions to vote any of the De­posited Securities to the extent practicable, provided that any such action or nonaction is in good faith.  The Depositary shall not be liable for any acts or omissions made by a suc­cessor depositary whether in connec­tion with a previous act or omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Deposi­tary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.  The Company agrees to indemnify the Depositary, its directors, employees, agents and affili­ates and any Custo­dian against, and hold each of them harmless from, any li­ability or expense (including, but not limited to, the fees and expenses of counsel) which may arise out of acts performed or omitted, in accordance with the pro­visions of the Deposit Agreement and of the Receipts, as the same may be amended, modified, or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective di­rectors, em­ployees, agents and affiliates, except for any li­ability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its direc­tors, em­ployees, agents and affiliates.  The obligations set forth in Section 5.3 of the Deposit Agreement and this Ar­ticle 18 shall sur­vive the termination of the Deposit Agree­ment and the succes­sion or substitution of any indemnified person.  Any person seeking indemnification under the Deposit Agreement shall notify the person from whom it is seeking in­demnification (the "indemnifying person") of the commencement of any indemnifiable action or claim promptly after such per­son seeking indemnification becomes aware of such commencement (provided that the failure to make such no­tification shall not affect the rights of the person seeking indemnification other­wise than under Section 5.8 of the Deposit Agreement) and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim, which shall be reasonable in the circumstances.  No dis­claimer of liability under the Securities Act of 1933 is in­tended by any provision of the Deposit Agree­ment.  Each of the Depositary and the Company undertake to per­form such duties and only such duties as are specifically set forth in the Deposit Agreement and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or the Company or their respective agents.

19. RESIGNATION AND REMOVAL OF THE DEPOSITARY.

The Depositary may at any time resign as Depositary here­under by written notice of its elec­tion so to do delivered to the Company, such resignation to take effect upon the ap­point­ment of a successor depositary and its acceptance of such ap­point­ment as provided in the Deposit Agreement.  The Deposi­tary may at any time be removed by the Company by writ­ten no­tice of such removal, ef­fective upon the appointment of a suc­cessor depositary and its acceptance of such appointment as provided in the Deposit Agreement.  Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or additional custodian or custodians.

20. AMENDMENT.

The form of the Receipts and any provi­sions of the De­posit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable.  Any amendment which shall impose or increase any fees or charges (other than taxes and other govern­mental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise preju­dice any substantial existing right of Holders or Beneficial Owners, shall, however, not become effective as to outstanding Re­ceipts until the expira­tion of 30 days after notice of such amendment shall have been given to the Holders of out­standing Receipts.  Every Holder or Beneficial Owner at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt or beneficial interest therein, to con­sent and agree to such amendment and to be bound by the De­posit Agreement as amended thereby.  In no event shall any amendment impair the right of the Holder to sur­render such Receipt and receive therefor the Deposited Securi­ties repre­sented thereby except in order to comply with manda­tory provi­sions of applicable law.

21. TERMINATION OF DEPOSIT AGREEMENT.

The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstand­ing at least 90 days prior to the date fixed in such notice for such termination.  The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Holders of all Receipts then outstanding if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a suc­cessor depositary shall not have been ap­pointed and accepted its appointment as provided in the Deposit Agreement.  On and after the date of termination, the Holder, will upon (a) sur­render of such Receipt at the Corpo­rate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Sec­tion 2.5 of the Deposit Agreement, and (c) payment of any ap­plicable taxes or governmental charges, will be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evi­denced by such Receipt.  If any Receipts shall remain out­standing after the date of termina­tion, the Depositary there­after shall discontinue the registration of transfers of Re­ceipts, shall suspend the distribution of divi­dends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agree­ment, except that the Depositary shall continue to col­lect dividends and other distributions pertaining to Deposited Se­curities, shall sell rights as provided in the Deposit Agree­ment, and shall continue to deliver Deposited Securities, to­gether with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other prop­erty, in exchange for Receipts sur­rendered to the Depositary (after deducting, in each case, the fee of the De­positary for the surrender of a Receipt, any expenses for the account of the Holder of such Receipt in ac­cordance with the terms and condi­tions of the Deposit Agree­ment, and any ap­plicable taxes or governmental charges).  At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it there­under, unsegregated and without liability for inter­est, for the pro rata benefit of the Holders of Re­ceipts which have not theretofore been sur­rendered, such Hold­ers thereupon becoming general creditors of the Depositary with respect to such net proceeds.  After mak­ing such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder of such Receipt in ac­cordance with the terms and condi­tions of the Deposit Agree­ment, and any applicable taxes or governmental charges).  Upon the termina­tion of the Deposit Agreement, the Company shall be discharged from all obliga­tions under the Deposit Agreement except for its obligations to the Depositary with respect to indemnifica­tion, charges, and expenses.

22.

DISCLOSURE OF INTERESTS.

Each Holder shall be deemed to agree to inform the Com­pany in writing, upon any request made pursuant to Section 5.13 of the Deposit Agreement, within 14 days of any such re­quest whether any of the American Depositary Shares held by such Holder are being held, directly or indirectly, by a Ben­eficial Owner and, if being so held, the name and address of such Beneficial Owner.

Each Holder and Beneficial Owner must comply with the Companies Act, 1990 of Xxxxxxx ("xxx 0000 Xxx") which con­tains detailed provisions requiring the notification of any interest in Shares, where that interest is one in Shares rep­resenting (directly or by virtue of the ownership of the Re­ceipts) 5% or more of the Shares carrying voting rights in the Company, within five days of an event pursuant to which a per­son reaches or exceeds that 5% percent threshold, pursuant to which a person who previously exceeded that threshold ceases to exceed it or pursuant to which a person who exceeded that threshold continues to exceed it but by a different percent­age.  For the purposes of the legislation a Holder or Benefi­cial Owner of a Receipt is to be regarded as interested in the Shares that are the subject of that Receipt.

Interests of spouses, minor children, companies con­­­trolled by the person in question and parties acting in con­cert (which term is defined at length) are aggregated for the purposes of the 1990 Act.  In the case of parties acting in concert, notifications must identify all the parties con­­­­­­­­cerned, and changes in the membership of the concert group must also be notified to the Company by the Holder or the Ben­eficial Owner.

Each Holder and Beneficial Owner must comply with the Central Bank Act, 1989 of Ireland (the "Central Bank Act") and certain Irish banking regulations which require the prior no­tification to the Central Bank of Ireland (the "Cen­tral Bank") of acquisitions of shares of banks, except where (i) after the proposed acquisition, the proportion of shares held by the acquiror does not exceed 10% of the total number of shares or voting rights attached to the shares and (ii) the acquisition, together with any other interest already held or controlled by the acquiring person or persons, does not confer a right to appoint or remove some or all of the board of di­rectors or committee of management of the bank or otherwise allow the holder to exercise a significant influence over the direction and management of the bank.  Furthermore, a transac­tion re­quiring notification is only valid where it is entered into within 12 months after the Central Bank has given its approval in writing of the transaction, or the relevant period has elapsed and the Central Bank has not refused its approval.  If a holder comes to control 20% of the total assets of all banks in the Republic of Ireland, then the Central Bank cannot give such approval without the prior consent of the Minister of Finance.

Every holder subject to the notification requirement de­scribed in the preceding paragraph is required, under Irish banking regulations, to notify the Central Bank of every pro­posal to increase the size of its holding to 20%, 33% and 50% of the total number of shares or voting rights attached to the shares.  Banking regulations in Ireland also require noti­fication to the Central Bank of disposals of shares by a holder that would cause such holder's ownership or voting rights to fall below 50%, 33%, 20% and 10%, or would cause such holder to lose the right to appoint or remove one or more members of the board of directors or the committee of manage­ment or lose the power to exercise a significant influence over the direction and management of the bank.

In addition to statutory provisions in the Republic of Ireland governing notification of an interest in Shares (which it is agreed shall also govern the Receipts), any Ben­eficial Owner of a Receipt, who after acquiring directly or indirectly the beneficial ownership of any Share (either di­rectly or by virtue of the ownership of Receipts) is directly or indirectly the Beneficial Owner of more than 3% of the Shares shall, within 10 days after such acquisition, send to the Company at the address set forth in Section 7.5 of the Deposit Agreement, by regis­tered or certified mail, the following information:

the background, and identity, residence, and citizenship of, and the nature of such beneficial ownership by, such person and all other persons by whom or on whose be­half the purchases have been or are to be effected;

the number of Shares and American Depositary Shares which are beneficially owned, and the number of Shares and American Depositary Shares concerning which there is a right to acquire directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the back­ground, identity, residence and citizenship of each such as­sociate; and

if any material change occurs in the facts set forth in the statements to the Company, an amendment shall be transmitted to the Company setting forth such changes.

When two or more persons act as a partnership, lim­ited partnership, syndicate, or other group for the purpose of ac­quiring, holding, or disposing of securities of the Company, such syndicate or group shall be deemed a "person" for the purposes of this Article.

In determining, for purposes of this Article, the per­centage of Shares, the Shares shall be deemed to consist of the amount of the outstanding Shares, exclusive of any Shares held by or for the account of the Company or a subsidiary of the Company.

Irish law provides that a person who fails to make a no­tification pursuant to the legislation referred to above which he is obliged to make strictly within the appropriate time limit or gives false or reckless information is guilty of an offense and among other things loses any right to enforce the rights which he had in the Shares in question.

Each Holder and Beneficial Owner of a Receipt shall be deemed to agree that the statutory restrictions in the Re­public of Ireland which may apply to Shares represented by American Depositary Shares arising from such Holder's or Ben­eficial Owner's failure to comply with Section 3.4 or Section 3.5 of the Deposit Agreement, as the case may be, will also apply to the American De­positary Share or American Depositary Shares evidenced by a Receipt or Receipts; provided, however, that the application of such statutory restrictions shall be applied to the Ameri­can Depositary Shares and Holder or Beneficial Owner thereof by the Depositary, upon the request of the Company, but only to the extent that the application is deemed feasible and practi­cable by the Depositary (including to the extent that such Beneficial Owner is shown on the records of the Depositary to be the Holder of such American Depositary Shares).

In addition, in the event that the Company shall de­termine that a Beneficial Owner has failed to comply with Sec­tion 3.4 of the Deposit Agreement, the Company shall advise the Depositary in writing that the Depositary shall not, until further notice is re­ceived from the Company that such restrictions cease to apply, vote any Shares represented by American Depositary Shares evi­denced by such Beneficial Owner's Receipt by proxy or other­wise at any meeting of Shareholders.  Upon receipt of such written notice, the Depositary shall not vote any Shares evi­denced by such Beneficial Owner's Receipt to the extent that the Depositary deems such action or nonaction to be feasible and practicable (including to the extent that such Beneficial Owner is shown on the records of the Depositary to be the Holder of such American Depositary Shares).