ANGLO IRISH BANK CORPORATION plc AND THE BANK OF NEW YORK MELLON

Execution Copy

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ANGLO IRISH BANK CORPORATION plc

AND

THE BANK OF NEW YORK MELLON

                                           As Depositary

AND

BENEFICIAL OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

Deposit Agreement

Amended and Restated as of October 12, 1994

As further Amended and Restated as of ___________, 2008

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DEPOSIT AGREEMENT

DEPOSIT AGREEMENT Amended and Restated as of October 12, 1994, as further amended and restated as of ____________, 2008 among ANGLO IRISH BANK CORPORATION plc, incorporated under the laws of the Republic of Ireland (herein called the Issuer), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), all holders from time to time of American Depositary Receipts issued hereunder (herein called the Holders) and all owners from time to time of any benefi­cial interest in American Depositary Receipts that are not the Holders thereof (herein called the Beneficial Owners).

W I T N E S S E T H:

WHEREAS, the Issuer desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Issuer from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execu­tion and delivery of American Depositary Receipts evidencing the American Depositary Shares;

WHEREAS, the American Depositary Receipts are to be sub­stantially in the form of Exhibit A annexed hereto, with ap­propriate insertions, modifications and omissions, as herein­after provided in this Deposit Agreement; and

WHEREAS, the Issuer and the Depositary desire to further amend and restate the Deposit Agreement to incorporate changes as set forth herein;

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:

ARTICLE 1.  DEFINITIONS.

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

SECTION 1.1. American Depositary Shares.

The term "American Depositary Shares" shall mean the securities representing the interests in the Deposited Securities and evidenced by the Receipts issued hereunder.  Each American Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securi­ties covered by Section 4.3 or a change in Deposited Securi­ties covered by Section 4.8 with respect to which additional Re­ceipts are not executed and delivered, and thereafter Ameri­can Depositary Shares shall evidence the amount of Shares or De­posited Securities specified in such Sections.

SECTION 1.2. Beneficial Owner.

The term "Beneficial Owner" shall mean any person owning any beneficial interest in a Receipt issued hereunder and the American Depositary Shares represented by such Receipt but who is not the Holder of such Receipt.

SECTION 1.3. Commission.

The term "Commission" shall mean the Securities and Exchange Commission of the United States or any successor gov­ernmental agency in the United States.

SECTION 1.4. Custodian.

The term "Custodian" shall mean the Dublin, Ireland office of Allied Irish Bank, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.5, as substitute or ad­ditional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.

SECTION 1.5. Deposit Agreement.

The term "Deposit Agreement" shall mean this Agree­ment, as the same may be amended from time to time in ac­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­cordance with the provisions hereof.

SECTION 1.6. Depositary; Corporate Trust Office.

The term "Depositary" shall mean The Bank of New York Mellon, a New York banking corporation and any successor as de­positary hereunder.  The term "Corporate Trust Office", when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Agreement is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.

SECTION 1.7. Deposited Securities.

The term "Deposited Securities" as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the provisions of Section 4.5.

SECTION 1.8. Dollars.

The term "Dollars" shall mean United States dollars.

SECTION 1.9. Foreign Registrar.

The term "Foreign Registrar" shall mean the entity that presently carries out the duties of registrar for the Shares or any suc­cessor as registrar for the Shares and any other appointed agent of the Issuer for the transfer and reg­istration of Shares.

SECTION 1.10. Holder

The term "Holder" shall mean the person or persons in whose name a Receipt is registered on the register of the Depositary or any Registrar maintained for such purpose.

SECTION 1.11. Issuer.

The term "Issuer" shall mean Anglo Irish Bank Corpo­ration plc, incorpo­rated under the laws of Ireland, and its suc­cessors.

SECTION 1.12. Nominee.

The term "Nominee" when used with respect to the Depositary shall mean such nominees of the Depositary as it shall appoint from time to time to act on its behalf in con­nection with the performance of its duties and obligations under this Deposit Agreement.  The Nominee shall perform in whatever capacity and to whatever extent under this Deposit Agreement as the Depositary designates in its appointment of the Nominee.  Such appointment may be evidenced by written agreement, letter, telegram, or facsimile transmission or orally with subsequent confirming written agreement, letter, telegram, telex or facsimile transmission.

SECTION 1.13. Receipts.

The term "Receipts" shall mean the American Deposi­tary Receipts issued hereunder evidencing American Depositary Shares.

SECTION 1.14. Registrar.

The term "Registrar" shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed to register Receipts and transfers of Receipts as herein provided.

SECTION 1.15. Restricted Securities.

The term "Restricted Securities" shall mean Shares, or Receipts representing such Shares, which are acquired di­rectly or indirectly from the Issuer or its af­filiates (as defined in Rule 144 under the Securities Act of 1933) in a transaction or chain of  transactions not involving any public offering or which are subject to resale limitations under Regulation D under that Act or both, or which are held by an officer, director (or persons performing similar func­tions) or other affiliate of the Issuer, or which are subject to other restrictions on sale or deposit under the laws of the United States or Ireland, or under a shareholder agreement or the Articles of Association and By-laws of the Issuer.

SECTION 1.16. Securities Act of 1933.

The term "Securities Act of 1933" shall mean the United States Securities Act of 1933, as from time to time amended.

SECTION 1.17. Shares.

The term "Shares" shall mean ordinary shares in reg­istered form of the Issuer, hereto­fore validly issued and outstanding and fully paid, nonassess­able and free of any pre-emptive rights of the holders of out­standing Shares or hereafter validly issued and outstanding and fully paid, nonassessable and free of any pre-emptive rights of the holders of outstanding Shares or interim cer­tificates representing such Shares.

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.

SECTION 2.1. Form and Transferability of Receipts.

Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided.  No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obliga­tory for any purpose, unless such 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.  The Depositary shall maintain books on which each Receipt so executed and delivered as here­inafter provided and the transfer of each such Receipt shall be registered.  Receipts bearing the manual or facsimile sig­nature of a duly authorized signatory of the Depositary who was at any time a proper signa­tory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.

The Receipts may be endorsed with or have incorpo­rated in the text thereof such legends or recitals or modifi­cations not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any spe­cial limitations or restrictions to which any particular Re­ceipts are subject by reason of the date of issuance of the underly­ing Deposited Securities or otherwise.

Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or ac­­­­­­­­­­­­­­­­­­­­­­­­­­companied by proper instruments of transfer, shall be trans­ferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the Issuer and the Depositary, notwithstanding any notice to the contrary, may treat the Holder thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes and neither the Depositary nor the Issuer shall have any obliga­tion or be subject to any liability under this Deposit Agree­ment to any holder of a Receipt unless such holder is the reg­istered Holder thereof.

SECTION 2.2. Deposit of Shares.

Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by (i) delivery thereof to any Custodian hereun­der, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Cus­to­dian, together with all such certifications as may be re­quired by the Depositary or the Custodian in accordance with the pro­visions of this Deposit Agreement, or (ii) electronic transfer to the account of the Depositary or Custodian main­tained for such purpose and, in each case, if the Depositary re­quires, together with a written order directing the Deposi­tary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Re­ceipts for the number of American Depositary Shares represent­ing such deposit.  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 Ireland which is then performing the function of the regu­lation of currency exchange.  If required by the De­posi­tary, Shares presented for deposit at any time, whether or not the transfer books of the Issuer or the Foreign Registrar, if ap­plicable, are closed, shall also be ac­­­­­­­­companied by an agree­ment or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for ad­­­­­­­­­­­ditional Shares or to receive other property which any person in whose name the Shares are or have been recorded may there­after receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agree­ment as shall be satisfactory to the Depositary.

At the request and risk and expense of any person proposing to deposit Shares, and for the account of such per­son, the Depositary may receive certificates for Shares to be deposited or evidence that Shares have been electronically transferred, together with the other instruments herein speci­fied, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.

Upon each delivery or electronic transfer to a Cus­todian of Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be ac­­­­­­­­­­­­­­­­­­­complished, present such certificate or certificates to the Issuer or the Foreign Reg­istrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its Nominee or such Custodian or its Nomi­nee.

The Nominee may be a Custodian or another entity entitled to act as nominee under relevant laws and regulations of the Republic of Ireland.

Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the De­positary or at such other place or places as the Depositary shall determine.

SECTION 2.3. Execution and Delivery of Receipts.

Upon receipt by any Custodian of any deposit pursu­ant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if ap­plicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if ap­plicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose writ­ten order a Receipt or Receipts are deliver­able in respect thereof and the number of American Depositary Shares to be evidenced thereby.  Such notification shall be made by let­ter, first class airmail prepaid or, at the request, risk and ex­pense of the person making the deposit, by cable, telex or facsimile transmission.  Upon re­ceiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary or its agent, subject to the terms and condi­tions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the or­der of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or per­sons, but only upon payment to the Deposi­tary of the fees of the Depositary for the execution and de­livery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees pay­able in connection with such deposit and the transfer of the Deposited Securi­ties.

SECTION 2.4. Transfer of Receipts; Combination and Split-up of Receipts.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Re­ceipts on its transfer books from time to time, upon any sur­render of a Receipt, by the Holder thereof in person or by a duly au­thorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America.  Thereupon the Depositary shall ex­ecute a new Re­ceipt or Receipts and deliver the same to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combi­na­tion of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American De­positary Shares requested, evidencing the same aggregate num­ber of American Depositary Shares as the Receipt or Receipts surrendered.

The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary.  In carrying out its functions, a co-transfer agent may require evidence of authority and com­pliance with applicable laws and other requirements by Holders or persons entitled to Receipts  and will be entitled to pro­tection and indemnity to the same extent as the Depositary.

SECTION 2.5. Surrender of Receipts and Withdrawal of Shares.

Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and upon payment of the fee of the Depositary for the surrender of Receipts as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and condi­tions of this Deposit Agreement, the Holder of such Receipt shall be entitled to delivery, to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt.  De­livery of such Deposited Securities may be made by the deliv­ery of (a) certificates in the name of such Holder or as or­dered by him or by certificates properly endorsed or ac­­­­­­­­­­­companied by proper instruments of transfer to such Holder or as ordered by him and (b) any other securities, property and cash to which such Holder is then entitled in respect of such Receipts to such Holder or as ordered by him.  Such delivery shall be made, as hereinafter provided, without unreasonable delay.

A Receipt surrendered for such purposes may be re­quired by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order.  Thereupon the Depositary shall direct the Custodian to deliver at the Dublin office of such Custodian, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and condi­tions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Se­curities represented by the American Depositary Shares evi­denced by  such Receipt, except that the Depositary may make delivery to such person or persons at the Corporate Trust Of­fice of the Depositary of any dividends or distributions with respect to the Deposited Securities repre­sented by the Ameri­can Depositary Shares evidenced by such Receipt, or of any proceeds of sale of any dividends, distri­butions or rights, which may at the time be held by the De­positary.

At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates and other proper documents of title for, the Deposited Securities represented by the Ameri­can Depositary Shares evidenced by  such Receipt to the De­positary for delivery at the Corporate Trust Office of the Depositary.  Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

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.

SECTION 2.6. Limitations on Execution and Delivery, Transfer and Surrender of Receipts.

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, Custodian or Registrar may require pay­ment from the depositor of Shares or 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 herein provided, 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 this Deposit Agreement, including, without limitation, this Section 2.06.

Notwithstanding anything to the contrary in this Deposit Agreement, 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 Issuer 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 this Deposit Agree­ment, 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 Issuer 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 this 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.

SECTION 2.7. Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt.  Before the Depositary shall execute and deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Holder thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satis­fied any other reasonable requirements imposed by the Deposi­tary.

SECTION 2.8. Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary shall be cancelled by the Depositary.  Cancelled Receipts shall not be entitled to any benefits under this Deposit Agreement or be valid or enforceable for any purpose.  The Depositary is au­thorized to destroy Receipts so cancelled.

SECTION 2.9. Pre-Release of Receipts.

Notwithstanding Section 2.3 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release").  The Deposi­tary may, pursuant to Section 2.5, 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 satisfaction 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.

ARTICLE 3.  CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS.

SECTION 3.1. Filing Proofs, Certificates and Other In­formation.

Any person presenting Shares for deposit or any Holder of a Receipt 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 Issuer 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 Issuer 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.  The Depositary shall, upon the Issuer's written request, provide to the Issuer's in a timely manner copies of any such proofs and certificates and such written representations and warranties that it receives.

SECTION 3.2. 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 by any Receipt, such tax or other governmen­tal charge shall be payable by the Holder of such Receipt to the Depositary.  The Depositary may refuse to ef­fect any transfer of such 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 thereof any part or all of the Deposited Securi­ties represented by the American Depositary Shares evidenced by such 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 of such Re­ceipt shall remain li­able for any deficiency.

SECTION 3.3. Representations and Warranties on Deposit of Shares.

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant (i)  that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of any pre-emptive rights of the hold­ers of outstanding Shares, (ii) that 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.

SECTION 3.4. Agreement to Provide Beneficial Ownership Information.

Each Holder shall be deemed to agree to inform the Issuer in writing, upon any request made pursuant to Section 5.13 hereof, 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.

SECTION 3.5. Additional Disclosures of Beneficial Owner­ship.

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 Issuer, 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 Issuer 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 Issuer at the address set forth in Section 7.5, 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 Issuer, an amendment shall be transmitted to the Issuer 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 Issuer, such syndicate or group shall be deemed a "person" for the purposes of this Section.

In determining, for purposes of this Section, 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 Issuer or a subsidiary of the Issuer.

SECTION 3.6. Sanctions for Failure to Comply with Sec­tion 3.4 or Section 3.5.

Irish law provides that a person who fails to make a notification pursuant to the legislation referred to in Sec­tion 3.5 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, 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 Issuer, 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 Issuer shall de­termine that a Beneficial Owner has failed to comply with Sec­tion 3.4, the Issuer shall advise the Depositary in writing that the Depositary shall not, until further notice is re­ceived from the Issuer 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).

ARTICLE 4.  THE DEPOSITED SECURITIES.

SECTION 4.1. Cash Distributions.

Whenever the Depositary shall receive any cash divi­dend or other cash distribution on any Deposited Securi­ties, the Depositary shall, subject to the provisions of Sec­tion 4.5, convert such dividend or distribu­tion into Dollars and shall distribute the amount thus received (net of the fees of the Depositary as provided in Section 5.9 hereof, if ap­­­­­­­plicable) to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Depos­ited Securi­ties held by them respectively; provided, how­ever, that in the event that the Issuer or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribu­tion an amount on ac­count of taxes, the amount distributed to the Holder of the Receipts evidencing American Depositary Shares representing such Depos­ited Securi­ties shall be reduced ac­cordingly.  The Depositary shall dis­tribute only such amount, however, as can be distrib­uted with­out attributing to any Holder a fraction of one cent.  Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Holders entitled thereto.  The Is­suer or its agent will remit to the ap­propri­ate govern­mental agency in Ireland all amounts with­held and owing to such agency.  The Depositary will forward to the Is­suer or its agent such infor­mation from its records as the Issuer may rea­sonably request to enable the Issuer or its agent to file nec­essary reports with governmental agencies, and the Depositary or the Issuer or its agent may file any such reports necessary to obtain benefits under the ap­plicable tax treaties for the Holders of Receipts.

SECTION 4.2. Distributions Other Than Cash, Shares or Rights.

Subject to the provisions of Section 4.11 and Sec­tion 5.9, whenever the Depositary shall receive any distribu­tion other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, after notification to the Is­suer, cause the securities or property received by it to be distributed to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, 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 entitled thereto, or if for any other reason (includ­ing, but not limited to, any require­ment that the Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be regis­tered under the Securities Act of 1933 in order to be distrib­uted to Holders or holders) 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 entitled thereto as in the case of a distribution re­ceived in cash.

SECTION 4.3. Distributions in Shares.

If any distribu­tion upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, upon notification to the Issuer, and shall if the Issuer shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Depos­ited Securities held by them respectively, 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 and the payment of fees of the Depositary as pro­vided in Section 5.9.  In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall 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 described in Section 4.1.  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.

SECTION 4.4. Rights.

In the event that the Issuer 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 Is­suer, 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 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 Issuer, 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.  

In circumstances in which rights would otherwise not be distributed, if a Holder of Receipts 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 Issuer to the Depositary that (a) the Issuer has elected in its sole discre­tion to permit such rights to be exercised and (b) such Holder has executed such documents as the Issuer 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 Issuer 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 this Deposit Agree­ment, and shall, pursuant to Section 2.3 of this 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 Is­suer, 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 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 of Receipts 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 Issuer upon which the Depositary may rely that such distribution to such Holder is exempt from such registration.  The Issuer shall have no ob­ligation to register such rights or such securities under the Securities Act.

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.

SECTION 4.5. 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.

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 Issuer.

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.

SECTION 4.6. Fixing of Record Date.

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 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 Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agree­ment, the Holders on such record date shall be entitled, as the case may be, to receive the amount distribut­able by the Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in propor­tion to the num­ber of American Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter.

SECTION 4.7. 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 Issuer the Depositary shall, as soon as practicable thereafter, mail to the Holders 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 as of the close of busi­ness on a specified record date will be entitled, subject to any applicable provision of Irish law and of the Articles of Association of the Issuer, 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 the American Depositary Shares evidenced by such Receipt in ac­cordance with the instruc­tions set forth in such request.  The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securi­ties, other than in ac­cordance with such instructions.

If the Issuer notifies the Depositary in writing that a particular Beneficial Owner has not complied with the provi­sions of Section 3.4 or 3.5, 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 Issuer.

SECTION 4.8. Changes Affecting Deposited Securities.

In circumstances where the provisions of Section 4.3 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 Issuer 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 this 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 Issuer and shall if the Issuer shall so request, ex­ecute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstand­ing Receipts to be exchanged for new Receipts specifically de­scribing such new Deposited Securi­ties.

SECTION 4.9. Lists of Holders.

Promptly upon request by the Issuer, the Depositary shall, at the expense of the Issuer, furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names Re­ceipts are registered on the books of the Depositary.  The Issuer shall have the right to inspect the transfer and regis­tration records of the Depositary relating to Receipts, to take copies thereof and to require the Depositary to direct the Registrar and any co-transfer agents or co-registrars to supply copies of such portions of such records as the Issuer may request.

SECTION 4.10. Withholding.

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 entitled thereto in proportion to the number of American Depositary Shares held by them respec­­­­­­tively.

ARTICLE 5.  THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.

SECTION 5.1. Maintenance of Office and Transfer Books by the Depositary.

Until termination of this Deposit Agree­ment in ac­cordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of trans­fers and surrender of Receipts in ac­cordance with the provi­sions of this Deposit Agreement.

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

The Depositary may, and at the request of the Issuer shall, close the transfer books, at any time or from time to time, when deemed expedient by it in con­nec­tion with the per­formance of its duties hereunder.  The Depositary shall notify the Issuer of such event within a reasonable time after its occurrence.

If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges.  

SECTION 5.2. Prevention or Delay in Performance by the Depositary or the Issuer.

Neither the Depositary nor the Is­suer shall incur any liability to any Holder or Beneficial Owner, if by reason of any provision of any present or future law or regu­lation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Articles of Association of the Is­suer, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Issuer 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 this Deposit Agreement it is provided shall be done or performed; nor shall the De­positary or the Issuer incur any liability to any Holder or Beneficial Owner by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this 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 this 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, or for any other reason, such distribution or of­fering may  not be made available to Hold­ers, 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.

SECTION 5.3. Obligations of the Depositary, the Custo­dian and the Issuer.

Each of the Issuer and its agents assumes no obliga­tion nor shall it be subject to any liability under this De­posit Agreement to Holders or Beneficial Owners except that it agrees to perform its obligations specifically set forth in this Deposit Agree­ment without negligence or bad faith.

The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Holder or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Depos­ited Securities), except that it agrees to perform its obliga­tions specifically set forth in this Deposit Agreement without negligence or bad faith.

Neither the Depositary nor the Issuer 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 Issuer 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 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 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 any 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 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 this Section 5.3, 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.

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agree­ment.

Each of the Depositary and the Issuer undertake to per­form such duties and only such duties as are specifically set forth in this Deposit Agreement and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or the Issuer or their respective agents.

SECTION 5.4. 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 Issuer, such resignation to take effect upon the ap­pointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Issuer by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its best ef­forts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York.  Every successor depositary shall ex­ecute and deliver to its predecessor and to the Issuer an in­strument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, pow­ers, duties and obligations of its predecessor; but such pre­decessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer shall execute and deliver an instrument transferring to such successor all rights and pow­ers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such suc­cessor a list of the Holders of all outstanding Receipts.  Any such successor depositary shall promptly mail notice of its appointment to the Holders.

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

SECTION 5.5. The Custodians.

The Custodian shall be subject at all times and in all respects to the directions of  the Depositary and shall be responsible solely to it.  Any Custodian may resign and be discharged from its duties hereunder by notice of such resig­nation delivered to the Depositary at least 60 days prior to the date on which such resignation is to become effective.  If upon such resignation there shall be no Custodian acting here­under, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder.  Whenever the Depositary in its discretion determines that it is in the best interest of the Holders to do so, it may appoint substitute or ad­ditional custodian or custodians, which shall thereafter be one of the Custodians hereunder.  Upon demand of the Deposi­tary any Custodian shall deliver such of the Deposited Securi­ties held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians.  Each such substitute or additional custodian shall deliver to the Depositary, with a copy to the Issuer, forthwith upon its appoint­ment, an acceptance of such appointment satisfactory in form and substance to the Depositary.

Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forth­with become, without any further act or writing, the agent hereunder of such successor depositary and the appoint­ment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such in­struments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such suc­cessor depositary.

SECTION 5.6. Notices and Reports.

On or before the first date on which the Issuer gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights, the Is­suer agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities.

The Issuer will arrange for the prompt transmittal by the Issuer to the Depositary and the Custodian of such no­tices and any other reports and communications which are made generally available by the Issuer to holders of its Shares.  If requested in writ­ing by the Issuer, the Depositary will ar­range for the mail­ing, at the Issuer's expense, of cop­ies of such notices, reports and communications to all Holders.  The Issuer will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings.  

The Issuer represents that as of the date of this Deposit Agreement, as amended from time to time, the statements in Article 11 of the Receipt with respect to the exemption from registration under Rule 12g3-2(b)under the Securities Exchange Act of 1934, as amended, are true and correct.  The Issuer agrees to promptly notify the Depositary and all Owners in the event of any change in the truth of any such statements.

SECTION 5.7. Distribution of Additional Shares, Rights, etc.

The Issuer agrees that in the event of any issuance or distribu­tion of (1) ad­ditional Shares, (2) rights to sub­scribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities, (each a "Distri­bution") the Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Issuer, which coun­sel shall be reasonably satisfactory to the Depositary, stat­ing whether or not the Distribution requires a Registration Statement un­der the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders en­titled thereto.  If in the opinion of such counsel a Registra­tion Statement is re­quired, such counsel shall furnish to the Depositary a writ­ten opinion as to whether or not there is a Registration Statement in ef­fect which will cover such Distri­bution; provided, however, the Issuer shall be under no obli­gation to file any registration statement.

The Issuer agrees with the Depositary that neither the Issuer nor any company controlled by, controlling or under common control with the Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Is­suer or any such affiliate, unless (i) a Reg­istra­tion Statement is in effect as to such Shares under the Securities Act of 1933 (ii) such deposit, and the issuance of Receipts in respect thereof, is exempt from registration under the Securities Act as confirmed by a written opinion from counsel for the Issuer in the United States, which coun­sel shall be reasonably satisfactory to the Depositary, or (iii) the Issuer directs the Depositary to proceed as contem­plated by Section 4.4, with respect to such Shares.

SECTION 5.8. Indemnification.

The Issuer 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 this 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 Issuer or any of its directors, employees, agents and affiliates.

The Depositary agrees to indemnify the Issuer, its directors, employees, agents and affiliates and hold them harmless from any liability or expense which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and af­­­­­­­­fili­ates due to their negligence or bad faith.

The obligations set forth in this Section shall sur­vive the termination of this Deposit Agreement and the succes­sion or substitution of any indemnified person.  Any person seeking indemnification hereunder 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 this Section 5.8) 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.

SECTION 5.9. Charges of Depositary.

The Issuer 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 Issuer from time to time.  The Depositary shall present its statement for such charges and expenses to the Issuer 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 Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribu­tion of Re­ceipts pursuant to Section 4.3 hereof), 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 Issuer 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 this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign cur­rency pursuant to Section 4.5, (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, the execution and delivery of Receipts pursuant to Section 4.3 and the sur­render of Receipts pursuant to Section 2.5, (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 hereof, (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, 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, respectively, but which securities or rights are instead sold by the Depositary, and the net proceeds distributed.

The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.

SECTION 5.10. Retention of Depositary Documents.

The Depositary is authorized to destroy those docu­ments, records, bills and other data compiled during the  term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary un­less the Issuer re­quests that such papers be retained for a longer period or turned over to the Issuer or to a successor depositary.

SECTION 5.11. Exclusivity.

The Issuer agrees not to ap­point any other deposi­tary for issuance of American Depositary Receipts so long as The Bank of New York Mellon is acting as Depositary hereunder.

SECTION 5.12. List of Restricted Securities Holders.

From time to time, the Issuer shall provide to the Depositary a list setting forth, to the actual knowledge of the Issuer, those persons or entities who beneficially own Restricted Securities and the Issuer shall update that list on a regular basis.  The Issuer agrees to advise in writing each of the persons or entities so listed that such Restricted Se­curities are ineligible for deposit hereunder.  The Depositary may rely on such a list or update but shall not be liable for any ac­tion or omission made in reliance thereon.

SECTION 5.13. Depositary's Duty to Request Beneficial Ownership Information.

The Depositary shall, at the Issuer's request, request in writing to any Holder that the Holder supply information to the Issuer pursuant to Section 3.4.

ARTICLE 6.  AMENDMENT AND TERMINATION.

SECTION 6.1. Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Issuer 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 of any Receipt to sur­render such Receipt and receive therefor the Deposited Se­curi­ties repre­sented thereby, except in order to comply with mandatory pro­visions of applicable law.

SECTION 6.2. Termination.

The Depositary shall at any time at the direction of the Issuer terminate this 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 this Deposit Agreement by mailing notice of such termina­tion to the Issuer 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 Issuer a written notice of its election to resign and a suc­cessor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4.  On and after the date of termina­tion, the Holder of a Receipt 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, and (c) payment of any applicable taxes or governmental charges, 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 this Deposit Agreement, except that the Depositary shall con­tinue to col­lect dividends and other distributions pertain­ing to Deposited Securities, shall sell rights as provided in this 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 this 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 hereunder and may thereafter hold unin­vested the net proceeds of any such sale, together with any other cash then held by it hereunder, 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 this 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 this Deposit Agree­ment, and any ap­plicable taxes or governmental charges).  Upon the termination of this Deposit Agreement, the Issuer shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 hereof.

ARTICLE 7.  MISCELLANEOUS.

SECTION 7.1. Counterparts.

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument.  Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any Holder or Beneficial Owner of a Receipt dur­ing business hours.

SECTION 7.2. No Third Party Beneficiaries.

This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any le­gal or equitable right, remedy or claim whatsoever to any other person.

SECTION 7.3. Severability.

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or be­come invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provi­sions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.4. Holders and Beneficial Owners as Parties; Binding Ef­fect.

The Holders and Beneficial Owners of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance thereof.

SECTION 7.5. Notices.

Any and all notices to be given to the Issuer shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission con­firmed by letter, addressed to Anglo Irish Bank Corporation plc, Xxxxxxx Xxxxx, 00/00, Xx. Xxxxxxx'x Xxxxx, Xxxxxx 0, Ire­land, or any other place to which the Issuer may have trans­ferred its prin­cipal office.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and per­sonally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York Mellon, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: American Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office.

Any and all notices to be given to any Holder shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission con­firmed by letter, addressed to such Holder at the address of such Holder as it appears on the transfer books for Receipts of the Depositary, or, if such Holder shall have filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address desig­nated in such request.

Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or fac­simile transmission) is deposited, postage prepaid, in a post-office letter box.  The Depositary or the Issuer may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that such cable, telex or fac­simile transmis­sion shall not subsequently be confirmed by letter as aforesaid.

SECTION 7.6. Governing Law.

This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provi­sions hereof and thereof shall be governed by the laws of the State of New York.

SECTION 7.7 Compliance with U.S. Securities Laws.  

Notwithstanding anything in this Deposit Agreement to the contrary, the Issuer and the Depositary each agrees that it will not exercise any rights it has under this Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities in a manner which would violate the United States securities laws, including, but not limited to, Section 1.A(1) of the General Instructions to the Form F-6 Statement, as amended from time to time, under the Securities Act.

IN WITNESS WHEREOF, ANGLO IRISH BANK CORPORATION plc and THE BANK OF NEW YORK MELLON have duly executed this agreement as of the day and year first set forth above and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of Receipts issued in ac­cordance with the terms hereof.

ANGLO IRISH BANK

CORPORATION plc

By:  ___________________________

Name: Xxxxxxx X. XxXxxxx

Title: Principal Financial Officer

THE BANK OF NEW YORK MELLON,

    as Depositary

By:  _____________________

     Name:

     Title: