Irish Nationwide Building Society (incorporated in Ireland under the Building Societies Act, 1989 (as amended) with Registered Number 14B) S10,000,000,000 Euro Medium Term Note Programme Under this S10,000,000,000 Euro Medium Term Note Programme (the Programme), Irish Nationwide Building Society (the Issuer or the Society) may from time to time issue notes (the Notes) which expression shall include Senior Notes and Dated Subordinated Notes (each as defined below) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The Notes will rank either as senior obligations of the Issuer (Senior Notes) or as dated subordinated obligations of the Issuer (Dated Subordinated Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed S10,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular (the Offering Circular) to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". This document has been approved by the Irish Financial Services Regulatory Authority (the Financial Regulator) as competent authority under Directive 2003/71/EC (the Prospectus Directive). The Financial Regulator only approves this document as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of The Irish Stock Exchange Limited (the Irish Stock Exchange) or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to the official list (the Irish Official List) and trading on its regulated market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the Irish Stock Exchange will be filed with the Financial Regulator. The Programme provides that Notes may be listed or admitted to trading, as the case may be on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue Notes which are not listed on any stock exchange. The Issuer may agree with any Dealer and the Trustee (as defined in "Terms and Conditions of the Notes") that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a Supplement to the Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Arranger BNP PARIBAS Dealers BNP PARIBAS DANSKE BANK DAVY DZ BANK AG LANDESBANK BADEN-W?RTTEMBERG RABOBANK INTERNATIONAL UBS INVESTMENT BANK The date of this Offering Circular is 24 November 2008. This Offering Circular constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive). The Issuer (the Responsible Person) accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined below). None of the Arranger, the Dealers or the Trustee has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger, the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer in connection with the Programme. None of the Arranger, the Dealers or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuer in connection with the Programme. No person is or has been authorised by the Issuer, the Arranger, any of the Dealers or the Trustee to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger, any of the Dealers or the Trustee. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, the Arranger, any of the Dealers or the Trustee that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer, the Arranger, any of the Dealers or the Trustee to any person to subscribe for or to purchase any Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Arranger, the Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Offering Circular when deciding whether or not to purchase any Notes. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see Subscription and Sale). This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuer, the Arranger, the Dealers or the Trustee represents that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption 2 available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger, the Dealers or the Trustee which is intended to permit a public offering of any Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom and Ireland) and Japan, see "Subscription and Sale". None of the Issuer, the Arranger, the Trustee or the Dealers represents that the holder of any Notes would be entitled to receive any payment in respect of such Notes in the event of the insolvency of the Issuer under the deposit protection scheme established under the European Communities (Deposit Guarantee Schemes) Regulations, 1995 of Ireland (as amended and as the same may be amended or replaced from time to time) or under the laws of any other applicable jurisdiction. All references in this Offering Circular to euro and E refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended, to Sterling and ? refer to pounds sterling and to U.S. dollars, U.S.$ and $ refer to United States dollars. 3 CONTENTS Risk Factors Overview of the Programme Description of the Scheme Documents Incorporated by Reference Form of the Notes Applicable Final Terms Terms and Conditions of the Notes Use of Proceeds Capitalisation Irish Nationwide Building Society Taxation Subscription and Sale General Information 5 11 15 16 17 19 30 54 55 56 60 67 70 IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. 4 RISK FACTORS The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. In common with other credit institutions a number of factors (risk factors) affect the Issuer's operating results and financial condition. Risk factors include competition and general economic conditions, changes in credit quality, fluctuations in interest rates and other market factors, regulation, government policy and legislation, credit ratings, operational systems and processes, systematic risk within the financial markets and risks associated with the planned demutualisation and sale of the Issuer. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. The risk factors mentioned below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular and reach their own views prior to making any investment decision. Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme Risks concerning competition and general economic conditions are inherent in the Issuer's business The market within which the Issuer operates is highly competitive with several factors affecting the Issuer's ability to compete, including price, product, service, distribution and name recognition. Adverse changes or a general deterioration in Irish, UK, Eurozone or global economic conditions could cause a slowdown in the Irish and UK residential and commercial mortgage markets and further increase competition which may adversely affect the Issuer's business. Liquidity risk is inherent in the Issuer's operations Liquidity risk is the risk that the Issuer will be unable to meet its obligations as they fall due. This risk is inherent in banking operations and can be heightened by a number of enterprise-specific factors such as an over-reliance on a particular source of funding, changes in credit ratings or by market-wide phenomena such as market dislocation and major disasters. The Issuer's liquidity management focuses on maintaining a diverse and appropriate funding strategy for its operations, in controlling the mismatch of maturities and on carefully monitoring its undrawn commitments and contingent liabilities. However, the Issuer's ability to access sources of liquidity during periods of liquidity stress (such as have been experienced in recent months) may be constrained as a result of current and future market conditions. Issuer's Management Accounts In light of the current market conditions and significantly deteriorating economic circumstances the unaudited management accounts for the 10 month period ended 31 October 2008, as reviewed by the auditors of the Issuer, may not have taken into full consideration the key subjective factors in applying International Financial Reporting Standards loan provisioning in accordance with International Accounting Standard 39. In this context it is expected that loan provisions could significantly increase in the final two months of the year ending 31 December 2008. Risks concerning borrower credit quality are inherent in the Issuer's business Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of the Issuer's business. Adverse changes in the credit quality of the Issuer's borrowers and counterparties could reduce the recoverability and value of the Issuer's assets and could result in credit losses for the Issuer. The Issuer's business is commercial and residential lending in Ireland and the UK. The Issuer's commercial loan portfolio accounts for about seventy percent of the loan book. Over forty percent of the commercial loan book is related to the provision of finance to the housing sector. The Issuer's commercial lending is diversified across 5 a number of sectors but is predominantly weighted towards the real estate sector, with the UK accounting for over fifty percent of commercial lending (London in particular). The UK lending has higher single name concentration risk than elsewhere in the Issuer's loan book. These risks are mitigated by the security required in addition to prerequisite lending criteria. Risk associated with fluctuations in interest rates and other market factors are inherent in the Issuer's business The most significant market risk the Issuer faces is interest rate risk. Changes in interest rate levels, yield curves and spreads may affect the interest rate margin realised between lending and borrowing costs. The composition of the Issuer's assets and liabilities, and any related basis risk, can cause the reported income to vary with changes in interest rates. The composition of the Issuer's assets and liabilities and the associated market risks may change over time. The Issuer's business is subject to substantial legal, regulatory and governmental requirements and oversight The Issuer is subject to legislation, regulation and government policy in relation to the financial services industry and more particularly the building society industry which is subject to ongoing changes. The nature and impact of these changes are unpredictable and outside the control of the Issuer. Changes in legislation, supervision and regulation could materially affect the Issuer's business, legal form, products and services offered or the value of assets. In recent times there have been significant regulatory changes in Ireland which have resulted in increased compliance responsibilities. Any decline in the Issuer's credit rating may affect the market value of the Issuer's securities and significantly impact the business The Issuer's credit rating is an assessment of its ability to pay obligations, including those on any securities issued. Consequently, actual or anticipated declines in the Issuer's credit rating may affect the market value of the Issuer's securities. In addition, a downgrade could affect the interest rates the Issuer pays on its borrowings and credit ratings are an important factor in the Issuer's continuing financial performance. Operational risks are inherent in the Issuer's business The Issuer's business depends on the ability to process a large number of transactions efficiently and accurately. Losses can result from inadequate or failed internal control processes, and systems, human error, fraud or from external events that interrupt normal business operations. Systemic risk could adversely affect the Issuer's business The credit environment can be adversely affected by instances of fraud and default. Concerns about, or a default by, one institution could lead to liquidity problems or losses or defaults by other institutions because the commercial soundness of many financial institutions may be closely related as a result of credit, trading, clearing or other relationships between institutions. This risk is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks and securities and exchanges with which the Issuer interacts on a daily basis, and therefore could adversely affect the Issuer. Demutualisation of the Issuer The Building Societies (Amendment) Act 2006 (the Act), which became law on 1 August 2006, amended the provisions of the Building Societies Act 1989 regulating the conversion of building societies into public limited companies. In particular, the Act allows a "qualifying society" (i.e. a society which has, throughout a preceding period of five years, restricted access to membership by requiring a deposit of not less than S10,000 to open a share account) to propose a conversion scheme under which the society would convert into a public limited company without being subject to the five-year post-conversion protective provisions in section 102 of the 1989 Act. Section 102 of the 1989 Act provides that the public limited company resulting from conversion of a society may not, for a period of five years after conversion, issue any shares or debentures or register any transfer of shares or debentures if the effect would be that (a) 15 per cent. or more of the shares in or debentures of the company would be held by, or by nominees for, any one person or (b) 15 per cent. or more of the voting rights attaching to the company's shares would be held by, or by nominees for, any one person or by persons or their nominees acting in concert. The effect of the amendment in the Act is to provide an option for a qualifying society which proposes to convert into a company, to disapply the provisions of section 102, so that more than 15 per cent. of the shares in the resulting public limited company can be acquired by any one person, or persons acting together, at any stage after conversion. The Act also inserts a new provision to enable a qualifying society to effect both the conversion and sale of the resulting public limited company to a third party by means of an 6 acquisition conversion scheme. The purpose of the acquisition conversion scheme procedure is to facilitate an integrated conversion and sale of the society to a third party in the context of a conversion scheme which avails of an opt-out from the five-year protective provisions. The Board of Directors of the Issuer remains committed to the demutualisation of the Issuer in the context of an orderly sale of the Issuer. The process of demutualisation and sale will involve risks for the Issuer. Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (ii) (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio. Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features: Notes subject to optional redemption by the Issuer An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. Index Linked Notes and Dual Currency Notes The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor). In addition, the Issuer may issue Notes with principal or interest payable in one or more 7 currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: (i) (ii) the market price of such Notes may be volatile; they may receive no interest; (iii) payment of principal or interest may occur at a different time or in a different currency than expected; (iv) they may lose all or a substantial portion of their principal; (v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; (vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and (vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield. The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes in light of its particular circumstances. Partly-paid Notes The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment. Variable rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features. Inverse Floating Rate Notes Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes. Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes. Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities. 8 The Issuer's obligations under Dated Subordinated Notes are subordinated The Issuer's obligations under Dated Subordinated Notes will be unsecured and subordinated and will, in the event of the winding up or other dissolution of the Issuer, be subordinated in right of payment in the manner provided in the Trust Deed to the claims of all Senior Creditors (as defined in "Terms and Conditions of the Notes") of the Issuer. Although Dated Subordinated Notes may pay a higher rate of interest than comparable Notes which are not subordinated, there is a real risk that an investor in Dated Subordinated Notes will lose all or some of his investment should the Issuer become insolvent. Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally: Modification, waivers and substitution The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The conditions of the Notes also provide that the Trustee may, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or the Trust Deed or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such, in the circumstances described in Condition 14 of the conditions of the Notes. If the Issuer shall undergo a Permitted Reorganisation (as defined in "Terms and Conditions of the Notes") the new or surviving entity in any such case will (subject to the terms of the Trust Deed) be substituted in place of the Issuer as principal debtor under the Trust Deed and the Notes without any prior approval thereof being required of the Noteholders or any consent thereto being required of the Trustee. In addition to any Permitted Reorganisation of the Issuer, the Trustee, if it is satisfied that so to do would not be materially prejudicial to the interests of the Noteholders, may agree, without the consent of the Noteholders, to the substitution of any Subsidiary (as defined in "Terms and Conditions of the Notes") of the Issuer in place of the Issuer as principal debtor under the Trust Deed and the Notes, subject to the provisos contained in Condition 14. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive. Change of law The conditions of the Notes (except, in the case of Dated Subordinated Notes, for Conditions 2(b) and (c) which are governed by, and shall be construed in accordance with, the laws of Ireland) are based on English law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible judicial decision or change to English or Irish law or administrative practice after the date of this Offering Circular. Notes where denominations involve integral multiples: definitive Notes In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a 9 holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination. If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade. Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk: The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currencyequivalent value of the principal payable on the Notes and (3) the Investor's Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes. Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules. 10 OVERVIEW OF THE PROGRAMME The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the terms and conditions, in which event, in the case of listed Notes only and if appropriate, a Supplement to the Offering Circular will be published. This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive. Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same meanings in this Overview. Issuer: Description: Risk Factors: Irish Nationwide Building Society Euro Medium Term Note Programme There are certain factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme. These are set out under "Risk Factors" above and include the risk of changes in the credit quality of borrowers, changes in interest rate levels and competition risk inherent in the Issuer's business. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These are set out under "Risk Factors" and include the fact that the Notes may not be a suitable investment for all investors, certain risks relating to the structure of particular Series of Notes and certain market risks. BNP Paribas BNP Paribas Co?peratieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch Danske Bank A/S DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main J & E Davy Landesbank Baden-W?rttemberg UBS Limited and any other Dealers appointed in accordance with the Programme Agreement. BNP Paribas Trust Corporation UK Limited Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see "Subscription and Sale") including the following restrictions applicable at the date of this Offering Circular. BNP Paribas Securities Services, Luxembourg Branch BNP Paribas Securities Services, London Branch Up to S10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Subject to applicable selling restrictions, Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. Arranger: Dealers: Trustee: Certain Restrictions: Issuing and Principal Paying Agent: Paying Agent: Programme Size: Distribution: 11 Currencies: Redenomination: Maturities: Subject to any applicable legal or regulatory restrictions, any currency agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that certain Notes may be redenominated in euro. Subject to no Notes issued pursuant to this Offering Circular maturing on or before 29 September 2010, the Notes will have such maturities as may be agreed between the Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency. In the case of Dated Subordinated Notes, the minimum maturity will be such as will enable such Notes to qualify as capital for supervisory purposes from time to time. Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. The Notes will be issued in bearer form as described in "Form of the Notes". Fixed interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer. Floating Rate Notes will bear interest at a rate determined: (i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service, as indicated in the applicable Final Terms; or on such other basis as may be agreed between the Issuer and the relevant Dealer, as indicated in the applicable Final Terms. Issue Price: Form of Notes: Fixed Rate Notes: Floating Rate Notes: (ii) (iii) The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes. Index Linked Notes: Payments of principal in respect of Index Linked Redemption Notes and/or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms. Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both. Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and the relevant Dealer, as indicated in the applicable Final Terms. Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes: 12 Dual Currency Notes: Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms. Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest. The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer (but subject to prior consent or approval of the Irish Financial Services Regulatory Authority (or such other supervising regulator which regulates building societies in Ireland from time to time) (the Financial Regulator) in the case of Dated Subordinated Notes and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. Zero Coupon Notes: Redemption: Denomination of Notes: The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be S50,000 (or its equivalent in other currencies) or such as may be allowed or required from time to time by the relevant central bank or taxation authority (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be S50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Given this minimum denomination requirement, the Issuer is availing of its entitlement under Article 14 of Commission Regulation (EC) No 809/2004 of 29 April 2004 of the European Parliament and of the Council (the Prospectus Regulation) to give information in the registration document component of this document in accordance with Article 12 of the Prospectus Regulation in connection with the schedule set out in Annex IX of the Prospectus Regulation. Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Tax Jurisdiction, subject as provided in Condition 7. In the event that any such deduction is made, the Issuer will, save in certain limited circumstances provided in Condition 7, be required to pay additional amounts to cover the amounts so deducted. The terms of the Senior Notes will contain a negative pledge provision in respect of Financial Indebtedness as further described in Condition 3. The terms of the Dated Subordinated Notes will contain no negative pledge provision. The terms of the Senior Notes will contain a cross default provision as further described in Condition 9. The terms of the Dated Subordinated Notes will contain no cross default provision. Negative Pledge: Cross Default: 13 Status of the Senior Notes: The Senior Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the Issuer and will rank pari passu without any preference among themselves and (save for certain obligations required to be preferred by law) at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, and in priority to, inter alia, any obligations of the Issuer for present or future Subordinated Indebtedness (as defined in Condition 2(b)) and to present or future claims of the members of the Issuer in respect of monies credited to their respective share accounts maintained with the Issuer. The Dated Subordinated Notes will constitute direct, unsecured obligations of the Issuer, subordinated as hereinafter referred to, and will rank pari passu without any preference among themselves. The claims of the holders of the Dated Subordinated Notes and the relative Receipts and Coupons (if any) will, in the event of the winding up or other dissolution of the Issuer, be subordinated in right of payment in the manner provided in the Trust Deed to the claims of all unsubordinated creditors of the Issuer (including, without limitation, the claims of the holders of the Senior Notes and the relative Receipts and Coupons) and will rank, in the event of the winding up of the Issuer, at least pari passu in right of payment with all other Subordinated Indebtedness (as defined in Condition 2), present and future, of the Issuer. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Application has been made to the Financial Regulator to approve this document as a base prospectus. Application has also been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to trading on the Irish Stock Exchange's regulated market and to be listed on the Irish Official List. The Notes may also be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer in relation to each Series. Notes may also be issued that are not listed on any stock exchange. As at the date of this Offering Circular, the issue of Notes which are not listed on a stock exchange will result in an obligation on the Issuer to apply deposit interest retention tax in respect of payments of interest and certain other amounts on the Notes, unless the holder of such Note makes an appropriate declaration, in respect of Notes which it holds, which relieves such payments from such tax. See "Irish taxation" below. The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchange(s) and/or markets. Status of the Dated Subordinated Notes: Rating: Listing and Admission to Trading: Governing Law: The Notes will be governed by, and construed in accordance with, English law, except that, in relation to Dated Subordinated Notes, Conditions 2(b) and 2(c) will be governed by, and construed in accordance with, Irish law. There are restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom and Ireland) and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see "Subscription and Sale". Selling Restrictions: 14 DESCRIPTION OF THE SCHEME Pursuant to the Credit Institutions (Financial Support) Act 2008 (the Credit Institutions Act), the Irish Government established the Credit Institutions (Financial Support) Scheme 2008 (Statutory Instrument No. 411 of 2008) (the Scheme) on 20 October 2008. Irish Nationwide Building Society is a covered institution. The extent to which covered liabilities are covered by the Scheme is set out in the Scheme. The Scheme is available from Irish Nationwide Building Society on request, The Government Publications Sale Office, Sun Alliance House, Molesworth Street, Dublin 2, by mail order from Government Publications, Postal Trade Section, Unit 20, Lakeside Retail Park, Claremorris, Co. Mayo or the website of the Department of Finance. 15 DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published or are published simultaneously with this Offering Circular and have been filed with the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority of Luxembourg shall be incorporated in, and form part of, this Offering Circular: (a) the audited consolidated and non-consolidated annual financial statements for the financial year ended 31 December 2007 including the information set out at the following pages in particular: Balance Sheet Profit and Loss Account Accounting Principles and Notes Audit Report (b) Page 13 Page 12 Page 16 Page 10 the audited consolidated and non-consolidated annual financial statements for the financial year ended 31 December 2006 including the information set out at the following pages in particular: Balance Sheet Profit and Loss Account Accounting Principles and Notes Audit Report Page 13 Page 12 Page 16 Page 10 (c) constitutional documents of the Issuer. Any other information not listed above but contained in such document is incorporated by reference for information purposes only. Following the publication of this Offering Circular a supplement may be prepared by the Issuer and approved by the Financial Regulator in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Offering Circular or in a document which is incorporated by reference in this Offering Circular. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular. Copies of documents incorporated by reference in this Offering Circular can be obtained from the registered office of the Issuer and from the specified offices of the Paying Agents for the time being in London and Luxembourg. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Offering Circular, which is capable of affecting the assessment of any Notes, prepare a supplement to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes. 16 FORM OF THE NOTES Each Tranche of Notes will be in bearer form and will be initially issued in the form of a temporary global note (a Temporary Global Note) or, if so specified in the applicable Final Terms, a permanent global note (a Permanent Global Note) which, in either case, will: (i) if the Global Notes are intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, soci?t? anonyme (Clearstream, Luxembourg); and if the Global Notes are not intended to be issued in NGN Form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary) for, Euroclear and Clearstream, Luxembourg. (ii) Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made through Euroclear and/or Clearstream, Luxembourg (against presentation of the Temporary Global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent. On and after the date (the Exchange Date) which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (i) interests in a Permanent Global Note of the same Series or (ii) definitive Notes of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the case of definitive Notes, to such notice period as is specified in the applicable Final Terms), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused. Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certification. The applicable Final Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, receipts, interest coupons and talons attached upon either (i) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as described therein or (ii) only upon the occurrence of an Exchange Event. Notes for which the applicable Final Terms permit trading in the clearing systems in tradeable amounts which are not in a specified denomination of these Notes (as set out in the applicable Final Terms) will only be exchangeable for definitive Notes upon the occurence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 9) has occurred and is continuing, (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system satisfactory to the Trustee is available or (iii) the Issuer has or will become subject to adverse tax consequences which are as a result of legislative changes in the domicile of the Issuer which would not be suffered were the Notes represented by the Permanent Global Note in definitive form and a certificate to such effect signed by two Directors of the Issuer is given to the Trustee. The Issuer will promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent. The following legend will appear on all Notes which have an original maturity of more than 365 days and on all receipts, talons and interest coupons relating to such Notes: 17 "ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE." The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons. Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be. Pursuant to the Agency Agreement (as defined under "Terms and Conditions of the Notes"), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms or as may otherwise be approved by the Issuer, the Agent and the Trustee. No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing. 18 APPLICABLE FINAL TERMS [Date] Irish Nationwide Building Society (incorporated in Ireland under the Building Societies Act, 1989 (as amended) with Registered Number 14B) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the S10,000,000,000 Euro Medium Term Note Programme PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 24 November 2008 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing at [address] and [website] and copies may be obtained from [address]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Offering Circular dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) and must be read in conjunction with the Offering Circular dated [current date] which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circulars dated [current date] and [original date]. Copies of such Offering Circulars are available for viewing at [address] [and] [website] and copies may be obtained from [address]. [Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [When adding any other final terms or information consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.] 1. 2. Issuer: (i) (ii) Series Number: Tranche Number: Irish Nationwide Building Society [ ] [ ] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) [ ] 3. 4. Specified Currency or Currencies: Aggregate Nominal Amount: [(i)] [(ii) Series: Tranche: [ [ ] ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)] 19 6. (i) Specified Denominations: [ ] (Note - where multiple denominations above S50,000 or equivalent are being used the following sample wording should be followed: "[S50,000] and integral multiples of [S1,000] in excess thereof up to and including [S99,000]. No Notes in definitive form will be issued with a denomination above [S99,000].") (N.B. In the case of Notes which are not listed on a recognised stock exchange: (i) if the Notes mature within two years, they must be issued in minimum denominations of S500,000 (if denominated in euro), $500,000 (if denominated in dollars) or, if denominated in a currency other than euro or dollars, then in an amount equivalent to S500,000 at the time the programme is first publicised; and (ii) if the Notes do not mature within two years then they must be issued in minimum denominations of S500,000 or equivalent at the date of issuance of the Notes.) (ii) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.) 7. [(i)] Issue Date: [ ] (ii) 8. Interest Commencement Date: [specify/Issue Date/Not Applicable] [Fixed rate - specify date/ Floating rate - Interest Payment Date falling in or nearest to [specify month and year]] [[ ] per cent. Fixed Rate] [[LIBOR/EURIBOR] +/- [ ] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars specified below) [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) Maturity Date*: 9. Interest Basis: 10. Redemption/Payment Basis: * No Notes issued pursuant to this Offering Circular will mature on or before 29 September 2010. 20 11. Change of Interest Basis or Redemption/ Payment Basis: [Specify details of any provision for change of Notes into another Interest Basis or Redemption/Payment Basis] [Investor Put] [Issuer Call] [(further particulars specified below)] [Senior/Dated Subordinated] [ ]] (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes) [Syndicated/Non-syndicated] 12. Put/Call Options: 13. (a). (b). Status of the Notes: [Date [Board] approval for issuance of Notes obtained: 14. Method of distribution: PROVISIONS RELATING TO IF INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) [ ] per cent. per annum [payable [annually/semiannually/quarterly] in arrear] (If payable other than annually, consider amending Condition 4) [[ ] in each year up to and including the Maturity Date]/[specify other] (NB: This will need to be amended in the case of long or short coupons) [ ] per Calculation Amount (i) Rate(s) of Interest: (ii) Interest Payment Date(s): (iii) (iv) Fixed Coupon Amount(s): Broken Amount(s): (Applicable to Notes in definitive form) Day Count Fraction: Determination Date(s): [ ] per Calculation Amount payable on the Interest Payment Date falling [in/on] [ ] [30/360 or Actual/Actual (ICMA) or specify other] [ ] in each year (v) (vi) [Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration NB: Only relevant where Day Count Fraction is Actual/Actual (ICMA)] (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: [None/Give details] [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) [ ] 16. Floating Rate Note Provisions (i) (ii) Specified Period(s)/Specified Interest Payment Dates: Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[specify other]] [ ] (iii) Additional Business Centre(s): 21 (iv) Manner in which the Rate of Interest and Interest Amount is to be determined: [Screen Rate Determination/ISDA Determination/specify other] (v) Party responsible for calculating the Rate of Interest and Interest [ Amount (if not the Agent): Screen Rate Determination: Reference Rate: ] (vi) [ ] (Either LIBOR, EURIBOR or other, although additional information is required if other - including fallback provisions in the Agency Agreement) [ ] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately) Interest Determination Date(s): Relevant Screen Page: (vii) ISDA Determination: Floating Rate Option: Designated Maturity: Reset Date: [ [ [ ] ] ] (viii) (ix) (x) (xi) Margin(s): Minimum Rate of Interest: Maximum Rate of Interest: Day Count Fraction: [+/-] [ ] per cent. per annum [ [ ] per cent. per annum ] per cent. per annum [Actual/Actual (ISDA) Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 360/360 Bond Basis 30E/360 30E/360 (ISDA) Other] (See Condition 4 for alternatives) (xii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: [ ] 17. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) [ [ [ ] per cent. per annum ] ] (i) (ii) (iii) Accrual Yield: Reference Price: Any other formula/basis of determining amount payable: 22 (iv) Day Count Fraction in relation to Early Redemption Amounts and late payment: Conditions 6(e) (iii) and 6(j) apply/specify other] (Consider applicable day count fraction if not U.S. dollar denominated) [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) [give or annex details] [give name (and, if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, address)] 18. Index Linked Interest Note Provisions (i) (ii) Index/Formula: Calculation Agent: (iii) Party responsible for calculating the Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent): [ Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable: Specified Period(s)/Specified Interest Payment Dates: Business Day Convention: ] (iv) [need to include a description of market disruption or settlement disruption events and adjustment provisions] [ ] (v) (vi) [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/specify other] [ [ [ [ ] ] per cent. per annum ] per cent. per annum ] (vii) (viii) (ix) (x) 19. Additional Business Centre(s): Minimum Rate of Interest: Maximum Rate of Interest: Day Count Fraction: Dual Currency Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (i) (ii) Rate of Exchange/method of calculating Rate of Exchange: Party, if any, responsible for calculating the principal and/or interest due (if not the Agent): [give or annex details] [ ] (iii) Provisions applicable where calculation by reference to Rate of Exchange impossible or impracticable: [need to include a description of market disruption or settlement disruption events and adjustment provisions] Person at whose option Specified Currency(ies) is/are payable: [ ] (iv) 23 PROVISIONS RELATING TO REDEMPTION 20. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) [ ] (i) (ii) Optional Redemption Date(s): Optional Redemption Amount and method, if any, of calculation of such amount(s): If redeemable in part: (a) (b) [[ ] per Calculation Amount/specify other/see Appendix] (iii) Minimum Redemption Amount: [ Maximum Redemption Amount: [ ] ] (iv) Notice period (if other than as set out in the Conditions): [ ] (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee) 21. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) [ ] (i) (ii) Optional Redemption Date(s): Optional Redemption Amount and method, if any, of calculation of such amount(s): Notice period (if other than as set out in the Conditions): [[ ] per Calculation Amount/specify other/see Appendix] (iii) [ ] (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee) 22. Final Redemption Amount: [[ ] per Calculation Amount/specify other/see Appendix] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 24 23. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(e)): [[ ] per Calculation Amount/specify other/see Appendix] GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. (i) Form of Notes: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on 60 days' notice given at any time/only upon an Exchange Event]] [Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date] [Permanent Global Note exchangeable for Definitive Notes [on 60 days' notice given at any time/only upon an Exchange Event]] (N.B. The exchange upon 60 days' notice option should not be expressed to be applicable if the Specified Denomination of the Notes in paragraph 6 includes language substantially to the following effect: "[S50,000] and integral multiples of [S1,000] in excess thereof up to and including [S99,000]." Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes.) (ii) 25. New Global Note: [Yes][No] Additional Financial Centre(s) or other special provisions relating to Payment Dates: [Not Applicable/give details] (Note that this item relates to the place of payment and not Interest Period end dates to which items 16(iii) and 18(vi) relate) 26. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: [Yes/No. If yes, give details] 27. [Not Applicable/give details. NB: a new form of Temporary Global Note and/or Permanent Global Note may be required for Partly Paid issues] [Applicable/Not Applicable] [Not Applicable/give details] ] [Not Applicable/give details] ] 28. Details relating to Instalment Notes: [(i) [(ii) Instalment Amount(s): Instalment Date(s): 25 29. Redenomination applicable: Redenomination [not] applicable [(if Redenomination is applicable, specify the terms of the redenomination in an Annex to the Final Terms)] [Not Applicable/give details] (When adding any other final terms consideration should be given as to whether such terms constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.) 30. Other final terms: DISTRIBUTION 31. (i) If syndicated, names of Managers: [Not Applicable/give names] (If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, include names of entities agreeing to underwrite the issue on a firm commitment basis and names of the entities agreeing to place the issue without a firm commitment or on a "best efforts" basis if such entities are not the same as the Managers.) (ii) Date of Subscription Agreement: [ ] (The above is only relevant if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.) (iii) 32. Stabilising Manager(s) (if any): [Not Applicable/give name] If non-syndicated, name of relevant Dealer: Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: Additional selling restrictions: [Name] 33. [TEFRA D/TEFRA C/TEFRA not applicable] [Not Applicable/give details] 34. PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and admission to trading on the regulated market of the Irish Stock Exchange and admission to the Irish Official List of Notes described herein pursuant to the S10,000,000,000 Euro Medium Term Note Programme of Irish Nationwide Building Society. RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Final Terms. [[ ] has been extracted from [ ]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [ ], no facts have been omitted which would render the reproduced information inaccurate or misleading]. Signed on behalf of the Issuer: By: .................................................................................... Duly authorised 26 PART B - OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing and Admission to trading [Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Irish Official List and trading on its regulated market with effect from [ ].] [Application is expected to be made to the Irish Stock Exchange for the Notes to be admitted to the Irish Official List and trading on its regulated market with effect from [ ].] [Not Applicable.] Estimate of total expenses related to admission to trading: [ (ii) ] 2. RATINGS Ratings: The Notes to be issued have been rated: [S & P: [ ]] [Moody's: [ ]] [[Other]: [ ]] (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.) 3. [NOTIFICATION The Financial Regulator has provided the [names of competent authorities of host Member States] with a certificate of approval attesting that the Offering Circular has been drawn up in accordance with the Prospectus Directive.] [(When adding any other description, consideration should be given as to whether such matters described constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)] 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. - Amend as appropriate if there are other interests] 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES [(i) [(ii)] [(iii)] Reasons for the offer Estimated net proceeds: Estimated total expenses: [ [ ] ] [ ]. (N.B.: Delete unless the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, in which case (i) above is required where the reasons for the offer are different from making profit and/or hedging certain risks and, where such reasons are inserted in (i), disclosure of net proceeds and total expenses at (ii) and (iii) above are also required.) 27 6. YIELD (Fixed Rate Notes only) Indication of yield: [ ] The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 7. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only) [Need to include details of where past and future performance and volatility of the index/formula can be obtained.] [Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained.] [Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.] [(When completing the above paragraphs, consideration should be given as to whether such matters described constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)] The Issuer [intends to provide post-issuance information [specify what information will be reported and where it can be obtained]] [does not intend to provide post-issuance information]. (N.B. This paragraph 7 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.) 8. PERFORMANCE OF RATE[S] OF EXCHANGE (Dual Currency Notes only) [Need to include details of where past and future performance and volatility of the relevant rates can be obtained.] [(When completing this paragraph, consideration should be given as to whether such matters described constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)] (N.B. This paragraph 8 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.) 9. OPERATIONAL INFORMATION (i) (ii) (iii) ISIN Code: Common Code: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, soci?t? anonyme and the relevant identification number(s): Delivery: [ [ ] ] [Not Applicable/give name(s) and number(s)] (iv) Delivery [against/free of] payment 28 (v) Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Eurosystem eligibility: [ ] (vi) [Yes] [No] [Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] [include this text if "yes" selected in which case the Notes must be issued in NGN form] 29 TERMS AND CONDITIONS OF THE NOTES The following are the Terms and Conditions of the Notes (as defined below) which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to "Form of the Notes" for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by Irish Nationwide Building Society (the Issuer) constituted by a Trust Deed dated 30 October 2002 as supplemented by a First Supplemental Trust Deed dated 7 May 2004, a Second Supplemental Trust Deed dated 20 September 2006, a Third Supplemental Trust Deed dated 10 December 2007 and a Fourth Supplemental Trust Deed dated 24 November 2008 (together the Trust Deed, which expression shall include such Trust Deed as modified and/or supplemented and/or restated from time to time) made between the Issuer and BNP Paribas Trust Corporation UK Limited (the Trustee, which expression shall include any successor as Trustee). References herein to the Notes shall be references to the Notes of this Series and shall mean: (i) (ii) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency; any Global Note; and (iii) any definitive Notes issued in exchange for a Global Note. The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Amended and Restated Agency Agreement dated 24 November 2008 (the Agency Agreement, which expression shall include such Agency Agreement as amended and/or supplemented and/or restated from time to time) made between the Issuer, the Trustee, BNP Paribas Securities Services, Luxembourg Branch, as principal paying agent (the Agent, which expression shall include any successor agent) and any other paying agents appointed under the Agency Agreement (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agents). Interest bearing definitive Notes have interest coupons (Coupons) and, if indicated in the applicable Final Terms, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (Receipts) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue. The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions (the Conditions), replace or modify the Conditions for the purposes of this Note. References to the applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note. The Trustee acts for the benefit of the holders for the time being of the Notes (the Noteholders, which expression shall, in relation to any Notes represented by a Global Note, be construed as provided below), the holders of the Receipts (the Receiptholders) and the holders of the Coupons (the Couponholders, which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed. As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates, Issue Prices and/or the amount and date of the first payment of interest. 30 Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee being as at 24 November 2008 at 55 Moorgate, London EC2R 6PA and at the specified office of each of the Paying Agents. Copies of the applicable Final Terms are available for viewing at the registered office of the Issuer and of the Agent and copies may be obtained from those offices save that, if this Note is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer or, as the case may be, the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. Words and expressions defined in the Trust Deed, the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail. 1. FORM, DENOMINATION AND TITLE The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Final Terms. This Note may also be a Senior Note or a Dated Subordinated Note, as indicated in the applicable Final Terms. Definitive Notes only are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. The Issuer, the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, soci?t? anonyme (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest or otherwise on such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of or payment on Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. 31 Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms or as may otherwise be approved by the Issuer, the Agent and the Trustee. 2. (a) STATUS OF THE SENIOR NOTES AND SUBORDINATION Senior Notes The Senior Notes and the relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to Condition 3) unsecured obligations of the Issuer ranking pari passu without any preference among themselves and, subject to mandatory provisions of applicable law, at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer and in priority to, inter alios, any obligations of the Issuer for present or future Subordinated Indebtedness (as defined in paragraph (b) below) and to present or future claims of the members of the Issuer in respect of monies credited to their respective share accounts maintained with the Issuer. (b) Dated Subordinated Notes (A) The Dated Subordinated Notes and the Receipts and Coupons relating thereto constitute direct, unsecured and, in accordance with sub-paragraph (B) below, subordinated obligations of the Issuer and rank pari passu without any preference among themselves. The claims of the holders of Dated Subordinated Notes and the Receipts and Coupons relating thereto will, in the event of the winding up or other dissolution of the Issuer, be subordinated in right of payment in the manner provided in the Trust Deed to the claims of all Senior Creditors, present and future, of the Issuer and will rank, in the event of the winding up or other dissolution of the Issuer, at least pari passu in right of payment with all other Subordinated Indebtedness, present and future, of the Issuer. (B) For the purposes of this paragraph (b), Senior Creditors means with respect to the Issuer (i) depositors and other creditors (whether secured or unsecured) of the Issuer but not including creditors (if any) whose claims rank or are expressed to rank pari passu with or junior to the claims of the Noteholders, the Receiptholders and the Couponholders in respect of the Dated Subordinated Notes or creditors with whose claims the Dated Subordinated Notes, the related Receipts or the related Coupons rank or are expressed to rank pari passu in the event of a winding up or other dissolution of the Issuer and (ii) all members holding shares in the Issuer as regards the principal of their shares in the Issuer and any interest due in respect of those shares (being only monies credited to the share accounts of members which are maintained with the Issuer) but excluding members holding deferred shares within the meaning of Section 17(10) of the Act (as defined below) whose claims rank or are expressed to rank pari passu with or junior to the claims of the Noteholders, the Receiptholders and the Couponholders in respect of the Dated Subordinated Notes in the event of a winding up or other dissolution of the Issuer. For the purposes of paragraph (a) and this paragraph (b), Subordinated Indebtedness means all indebtedness of the Issuer which is subordinated to the claims of the Senior Creditors but excluding (i) (if any) claims of the holders of perpetual or undated indebtedness (being indebtedness which is only payable on a winding up or other dissolution of the Issuer or at the option of the Issuer in circumstances where the Financial Regulator (as defined in Condition 6(b)) gives prior approval and the Issuer is solvent at the relevant time), holders of deferred shares (within the meaning of Section 17(10) of the Act) and other creditors whose claims in each case are expressed to rank or rank junior to the Noteholders, the Couponholders or Receiptholders in respect of the Dated Subordinated Notes (whether in the event of a winding up or other dissolution of the Issuer or otherwise), (ii) claims of any member of the Issuer in respect of the Relevant Reserves (as defined below) and (iii) if and at any time after the Issuer undergoes a change of the type provided for in Sections 100 to 108 (inclusive) of the Act, the claims of any member in the Issuer (in such capacity). For the purpose of the above, Relevant Reserves means the disclosed revenue and capital reserves (but excluding revaluations reserves) as appear in the Issuer's most recent published annual financial statements, and for this purpose indebtedness shall include all liabilities, whether actual or contingent. 32 (c) Set-off Subject to applicable law, no holder of a Dated Subordinated Note, or a Receipt or Coupon relating thereto may exercise or claim any right of set-off in respect of any amount owed by it to the Issuer arising under or in connection with the Dated Subordinated Notes and Receipts and Coupons relating thereto and each holder of a Dated Subordinated Note or a Receipt or Coupon relating thereto shall, by virtue of its subscription, purchase or holding of any such Note, Receipt or Coupon, be deemed to have waived all such rights of set-off. 3. NEGATIVE PLEDGE This Condition shall apply only to Senior Notes and in this Condition 3 references to Notes, Receipts and Coupons shall be construed accordingly. So long as any Notes remain outstanding (as defined in the Trust Deed), the Issuer will not, and shall procure that none of its Material Subsidiaries (as defined in Condition 9(a)) will, create or have outstanding any mortgage, lien (other than a lien arising by operation of law), pledge, charge or other security interest (each a Security) upon, or with respect to, any of its or their present or future assets or revenues to secure any Relevant Indebtedness (or any guarantee or other obligation in respect of any Relevant Indebtedness) now or hereafter existing, unless in any such case the Issuer shall, in the case of the creation of such Security, (a) simultaneously with or prior thereto, and, in any other case, promptly take any and all action necessary to procure that all its obligations under the Notes and the relative Receipts and the Coupons relating thereto (if any) and the Trust Deed either (i) are secured equally and rateably with such Relevant Indebtedness, guarantee or other obligation (as the case may be) to the satisfaction of the Trustee or (ii) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem not materially less beneficial to the interests of the holders of the Notes or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the holders of the Notes and (b) have obtained the prior approval or consent of the Financial Regulator, where so required under the Act, to take any or all of the actions described in (a) above. As used in this Condition 3, Relevant Indebtedness means any indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which at the time of issue thereof are, or are intended by the person incurring the same to be, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter market or other recognised securities market (i) where more than 50 per cent. in aggregate of the principal amount of such indebtedness is initially offered outside Ireland, and (ii) which has a stated maturity of more than one year. Nothing in this Condition 3 shall prevent: (a) the Issuer or any Material Subsidiary creating or having outstanding any Security upon, or with respect to, any of its present or future assets or revenues or any part thereof which is created pursuant to any securitisation or like arrangement in accordance with normal market practice in Ireland (where applicable) and whereby the Relevant Indebtedness (or any guarantee or other obligation in respect of any Relevant Indebtedness) secured by such Security or having the benefit of such secured guarantee or other obligation is limited to the value of such assets or revenues; or any Subsidiary which is a designated credit institution or a formally designated credit institution (each as defined in the Asset Covered Securities Act, 2001 (as the same may be amended) of Ireland) creating or having outstanding any Security upon, or with respect to, any of its present or future assets or revenues; or in the case of a Permitted Reorganisation (as defined in Condition 9(a)) involving another entity (the Other Entity), (A) the Issuer having outstanding any Security over assets or revenues acquired by it as a result of the Permitted Reorganisation if it is the survivor or (B) the Other Entity having outstanding any Security over assets or revenues owned by it, provided that in the case of both (A) and (B) above, (i) such Security was created by the Other Entity, (ii) such Security was existing at the time of the Permitted Reorganisation, (iii) such Security was not created in contemplation of the Permitted Reorganisation, and (iv) the amount secured by such Security is not increased thereafter. (b) (c) 33 4. (a) INTEREST Interest on Fixed Rate Notes Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date. If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified. As used in the Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to: (A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or in the case of Fixed Rate Notes in definitive form, the Calculation Amount; (B) and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. Day Count Fraction means, in respect of the calculation of the Interest Amount in accordance with this Condition 4(a): (i) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms: (a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of: (1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (b) (2) (ii) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360. 34 In the Conditions: Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent. (b) Interest on Floating Rate Notes and Index Linked Interest Notes (i) Interest Payment Dates Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date and such interest will be payable in arrear on either: (A) (B) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. Such interest will be payable in respect of each Interest Period (which expression shall, in the Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date). If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is: (1) in any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day. (2) (3) (4) In the Conditions, Business Day means a day which is both: (A) a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Luxembourg and any Additional Business Centre specified in the applicable Final Terms; and 35 (B) either (1) in relation to any sum payable on Notes in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for foreign exchange and foreign currency deposits in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (2) in relation to any sum payable on Notes in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open. (ii) Rate of Interest The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in the applicable Final Terms. (A) ISDA Determination for Floating Rate Notes Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent or the other person specified in the applicable Final Terms under an interest rate swap transaction if the Agent or that other person were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which: (1) (2) (3) the Floating Rate Option is as specified in the applicable Final Terms; the Designated Maturity is a period specified in the applicable Final Terms; and the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-bank offered rate (EURIBOR), the first day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms. For the purposes of this sub-paragraph (A), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions. (B) Screen Rate Determination for Floating Rate Notes Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either: (1) (2) the offered quotation (if there is only one quotation); or the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations. 36 The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (1) above, no such offered quotation appears or, in the case of (2) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph. If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms. (iii) Minimum Rate of Interest and/or Maximum Rate of Interest If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest. If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest. (iv) Determinatuion of Rate of Interest and calculation of Interest Amounts The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same. The Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to: (A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount; (B) and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such subunit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination without any further rounding. Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4(b): (i) if "Actual/ISDA" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365); if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365; if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; (ii) (iii) 37 (iv) (v) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360; if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + D2 - D1) _______________________________________ 360 Day Count Fraction = where: "Y1" "Y2" "M1" "M2" "D1" "D2" is the year, expressed as a number, in which the first day of the Interest Period falls: is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls; is the calendar month, expressed as a number, in which the first day of the Interest Period falls; is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls; is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + D2 - D1) _______________________________________ 360 Day Count Fraction = where: "Y1" "Y2" "M1" "M2" "D1" "D2" is the year, expressed as a number, in which the first day of the Interest Period falls: is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls; is the calendar month, expressed as a number, in which the first day of the Interest Period falls; is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls; is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; (vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + D2 - D1) _______________________________________ 360 Day Count Fraction = where: "Y1" is the year, expressed as a number, in which the first day of the Interest Period falls: 38 "Y2" "M1" "M2" "D1" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls; is the calendar month, expressed as a number, in which the first day of the Interest Period falls; is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls; is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30. "D2" (viii) Notifcation of Rate of Interest and Interest amounts The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements satisfactory to the Trustee made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression London Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London. (ix) Determination or Calculation by Trustee If for any reason at any relevant time the Agent or, as the case may be, the Calculation Agent defaults in its obligation to determine the Rate of Interest or the Agent defaults in its obligation to calculate any Interest Amount in accordance with sub-paragraph (ii)(A) or (B) above or as otherwise specified in the applicable Final Terms, as the case may be, and in each case in accordance with paragraph (iv) above, the Trustee shall determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition, but subject always to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Final Terms), it shall deem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the Interest Amount(s) in such manner as it shall deem fair and reasonable in all the circumstances and each such determination or calculation shall be deemed to have been made by the Agent or the Calculation Agent, as applicable. (x) Certificates to be final All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4(b), whether by the Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Agent, the Calculation Agent (if applicable), the other Paying Agents and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid) no liability to the Issuer, the Noteholders, the Receiptholders or the Couponholders shall attach to the Agent or, if applicable, the Calculation Agent or the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions. (c) Interest on Dual Currency Interest Notes The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Final Terms. 39 (d) Interest on Partly Paid Notes In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Final Terms. (e) Accrual of interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue in accordance with the provisions of the Trust Deed. 5. (a) PAYMENTS Method of payment Subject as provided below: (i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively); and payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque. (ii) Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7. (b) Presentation of definitive Notes, Receipts and Coupons Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction). Payments of instalments of principal (if any) in respect of definitive Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant definitive Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) must be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. 40 Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note. (c) Payments in respect of Global Notes Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note by the Paying Agent to which it was presented and such record shall be prima facie evidence that the payment in question has been made. (d) General provisions applicable to payments The bearer of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer will be discharged by payment to, or to the order of, the bearer of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the bearer of such Global Note. Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if: (i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due; payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of such principal and interest in U.S. dollars; and such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer. (ii) (iii) (e) Payment Day If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 8) is: (i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (A) (B) (C) the relevant place of presentation; Luxembourg or other location of the Agent; any Additional Financial Centre specified in the applicable Final Terms; and 41 (ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open. (f) Interpretation of principal and interest Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable: (i) any additional amounts which may be payable with respect to principal under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed; the Final Redemption Amount of the Notes; the Early Redemption Amount of the Notes; the Optional Redemption Amount(s) (if any) of the Notes; in relation to Notes redeemable in instalments, the Instalment Amounts; in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6(e)); and any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes. (ii) (iii) (iv) (v) (vi) (vii) Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed. 6. (a) REDEMPTION AND PURCHASE Redemption at maturity Unless previously redeemed or purchased and cancelled as specified below, each Senior Note and each Dated Subordinated Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date. (b) Redemption for tax reasons The Notes may be redeemed at the option of the Issuer (subject, in the case of Dated Subordinated Notes, to the prior consent or approval of the Irish Financial Services Regulatory Authority or such other supervisory regulator of building societies in Ireland as may succeed it (the Financial Regulator) being obtained) in whole, but not in part, at any time (if this Note is neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 nor more than 60 days' notice to the Trustee and the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that: (i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of Ireland or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and such obligation cannot be avoided by the Issuer taking reasonable measures available to it (such measures not involving any material additional payments by, or material expenses for, the Issuer), (ii) 42 provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment and the Trustee shall accept the certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders. Notes redeemed pursuant to this Condition 6(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption. (c) Redemption at the option of the Issuer (Issuer Call) If Issuer Call is specified in the applicable Final Terms, the Issuer may (subject, in the case of Dated Subordinated Notes, to the prior consent or approval of the Financial Regulator being obtained), having (unless otherwise specified in the applicable Final Terms) given: (i) (ii) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 13; and not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee and to the Agent, (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the Optional Redemption Date. The aggregate nominal amount of Redeemed Notes represented by definitive Notes shall bear the same proportion to the aggregate nominal amount of all Redeemed Notes as the aggregate nominal amount of definitive Notes outstanding bears to the aggregate nominal amount of the Notes outstanding, in each case on the Selection Date, provided that such first mentioned nominal amount shall, if necessary, be rounded downwards to the nearest integral multiple of the Specified Denomination, and the aggregate nominal amount of Redeemed Notes represented by a Global Note shall be equal to the balance of the Redeemed Notes. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 13 at least five days prior to the Selection Date. (d) Redemption at the option of the Noteholders (Investor Put) other than holders of Dated Subordinated Notes This Condition shall apply only to Senior Notes and in this Condition 6(d) references to Notes shall be construed accordingly. If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 15 nor more than 30 days' notice (which notice shall be irrevocable) the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, such Note on the Optional 43 Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms. To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the above-mentioned notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Agent for notation accordingly. (e) Early Redemption Amounts For the purpose of paragraph (b) above and Condition 9, each Note will be redeemed at its Early Redemption Amount calculated as follows: (i) (ii) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof; in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula: (iii) Early Redemption Amount = RP x (1 + AY)y where: RP AY y means the Reference Price; means the Accrual Yield expressed as a decimal; and is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360, or on such other calculation basis as may be specified in the applicable Final Terms. (f) Instalments Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to paragraph (e) above. (g) Partly Paid Notes Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Final Terms. 44 (h) Purchases The Issuer or any Subsidiary (as defined Condition 9(a)) of the Issuer may (subject, in the case of Dated Subordinated Notes, to the prior approval or consent of the Financial Regulator) at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. (i) Cancellation All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to paragraph (h) above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold. (j) Late payment on Zero Coupon Notes If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph (e)(iii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of: (i) (ii) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Note has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 13. 7. TAXATION All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of Ireland or any political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. In such event, subject as provided below, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with Ireland other than the mere holding of such Note, Receipt or Coupon and receipt of a payment under any of them; or presented for payment in Ireland; or presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 5(e)); or where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or presented for payment by or on behalf of a holder who is or was able to permit the Issuer to be able to take the benefit of an exemption from such withholding or deduction by presenting any form of certificate or by making a declaration of non-residence or tax status or other claim for an exemption; or presented for payment by or on behalf of a holder who would be able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union. (b) (c) (d) (e) (f) 45 As used herein the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13. 8. PRESCRIPTION The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 7) therefor. There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 5(b) or any Talon which would be void pursuant to Condition 5(b). 9. (a) EVENTS OF DEFAULT AND ENFORCEMENT Events of Default relating to Senior Notes This Condition shall apply only to Senior Notes and in this Condition 9(a) references to Notes, Receipts and Coupons and Noteholders, Receiptholders and Couponholders shall be construed accordingly. The Trustee at its discretion may, and if so requested in writing by the holders of not less than 25 per cent. in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified and/or secured to its satisfaction), (but, in the case of the happening of any of the events mentioned in paragraphs (ii) to (vi) below (inclusive), only if the Trustee shall have certified that, in its opinion, such event is materially prejudicial to the interests of the Noteholders), give notice to the Issuer that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount as defined in Condition 6, together with accrued interest as provided in the Trust Deed, if any of the following events (Events of Default) shall have occurred and be continuing: (i) there is default for more than seven days in the payment of any principal or for more than 14 days in the payment of any interest in respect of the Notes or any of them when and as the same ought to be paid; or there is default by the Issuer in the performance or observance of any covenant, condition or provision contained in the Trust Deed or the Notes, Receipts or Coupons on its part to be performed or observed (other than the covenant to pay the principal or interest in respect of any of the Notes) and (except where the Trustee determines that such default is not capable of remedy when no such notice or continuation as is hereinafter mentioned shall be required) such default continues in the opinion of the Trustee for the period of 30 days (or such longer period as the Trustee may permit) next following the service by the Trustee on the Issuer of notice requiring the same to be remedied; or a distress or execution or other legal process in respect of a claim for S1,000,000 (or if greater an amount equal to 0.1 per cent. of the then Total Assets of the Issuer) (or the equivalent in any other currency) is levied or enforced or sued out upon or against any part of the property, assets or revenues of the Issuer or any Material Subsidiary and is not discharged or stayed within 30 days of having been so levied, enforced or sued out; or the Issuer or any Material Subsidiary is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due; or the Issuer or any Material Subsidiary suspends making payments on all or a material part (in the opinion of the Trustee) of its debts or announces an intention to do so, or a moratorium is declared in respect of all or a material part (in the opinion of the Trustee) of its indebtedness; or the Issuer takes any proceeding under any law for a readjustment or deferment of its obligations or any part thereof or makes or enters into a general assignment or an arrangement or composition with or for the benefit of its creditors; or the Issuer or any of its Material Subsidiaries ceases to carry on all or a substantial part of its business (in the opinion of the Trustee) unless, in any case, in connection with a Permitted Reorganisation or for the purposes of a solvent reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by the Trustee or by an Extraordinary Resolution of Noteholders; or (ii) (iii) (iv) 46 (v) the Issuer or any of its Material Subsidiaries makes a composition, assignment or arrangement with any creditors of the Issuer or any of its Material Subsidiaries; or any resolution is passed by the Issuer or any of its Material Subsidiaries for its winding-up or the winding-up of any of its Material Subsidiaries or for its examinership under the Companies (Amendment) Act, 1990 of Ireland, as amended, or the examination under the Companies (Amendment) Act, 1990 of Ireland, as amended, of any of its Material Subsidiaries, except in connection with a Permitted Reorganisation or for the purpose of a solvent reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by the Trustee or by an Extraordinary Resolution of Noteholders; or any person presents a petition for the winding-up or for its examinership under the Companies (Amendment) Act, 1990 of Ireland, as amended, of the Issuer or any of its Material Subsidiaries and, in the case of a petition for the winding-up of the Issuer or any Material Subsidiary, such petition is not discharged within 30 days, each of which shall be a day on which the relevant court in the relevant jurisdiction is operating normally; or an order for the windingup of the Issuer or any of its Material Subsidiaries is made; or any of the circumstances set out in Section 109(3) of the Act (as defined below) occurs; or except for the purposes of or pursuant to a Permitted Reorganisation, the Issuer's authorisation under Section 17 of the Act is revoked or is not renewed or the registration of the Issuer as a building society is suspended or cancelled or the Issuer requests any such suspension or cancellation; or any Financial Indebtedness (as defined below) of the Issuer or any Material Subsidiary is not paid when due or within any applicable original grace period; or an event of default howsoever described occurs under any document relating to Financial Indebtedness of the Issuer or any Material Subsidiary; or any Financial Indebtedness of the Issuer or any Material Subsidiary becomes prematurely due and payable or is placed on demand as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness; or any Security Interest securing Financial Indebtedness over any asset of the Issuer or any Material Subsidiary becomes enforceable and any step is taken to enforce the same; Provided that no Event of Default will occur under this Condition unless and until the aggregate amount in respect of which one or more of the events referred to above has/have occurred equals or exceeds S15,000,000 (or if greater an amount equal to 0.33 per cent. of the then Total Assets of the Issuer) (or the equivalent in any other currency). (vi) (vii) In these Terms and Conditions: Act means the Building Societies Acts, 1989 to 2006 of Ireland, as amended from time to time and includes any regulations made under that Act; Financial Indebtedness means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any Notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liability under or in respect of any acceptance or acceptance credit, but excludes any indebtedness arising under a Limited Recourse Transaction or of an SPC Subsidiary; Limited Recourse Transaction means a transaction entered into or to be entered into by the Issuer or any Subsidiary where the sole recourse, insofar as the Issuer or any of its Subsidiaries is concerned, of the provider of funds is to an asset financed by those funds or to an SPC Subsidiary or to SPC Subsidiaries acquired, formed or used in connection with such transaction, such provider having no recourse to the general assets or undertaking of, as the case may be, the Issuer or any of its Subsidiaries. A report by the Auditors (as defined in the Trust Deed) that in their opinion a transaction is or is not or was or was not a Limited Recourse Transaction shall, in the absence of manifest or proven error, be conclusive and binding on all persons concerned. Material Subsidiary means a Subsidiary of the Issuer, (i) whose total assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent 10 per cent. or more of the Total Assets of the Issuer and its Subsidiaries; or (ii) to which is transferred to the whole of or substantially the whole of the undertaking of a Subsidiary of the Issuer which immediately before the transfer is a Material Subsidiary of the Issuer. A report by the Auditors that in their opinion a Subsidiary is or is not or was or was not at any particular time or throughout any specified period a Material Subsidiary may be relied upon by the Trustee without further enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest or proven error, be conclusive and binding on all parties and Material Subsidiaries shall be construed accordingly; 47 Permitted Reorganisation means: (a) (b) an amalgamation of the Issuer with one or more other building societies in accordance with the provisions of Section 95 of the Act; or a transfer of all or substantially all of the Issuer's engagements (including all the liabilities, duties and obligations of the Issuer under the Notes, the Receipts, the Coupons and the Trust Deed) to another building society in accordance with the provisions of Section 96 of the Act; or a change of the type provided for in Sections 100 to 108 (inclusive) of the Act with respect to the Issuer; (c) Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation, security interest or other charge or encumbrance and any other agreement or arrangement having substantially the same economic effect (including (1) any sale and lease-back arrangement or (2) any agreement or arrangement for the disposal of book debts or receivables on a recourse basis) but excludes any securities repurchase transactions effected by the Issuer with the Financial Regulator and any Limited Recourse Transaction. SPC Subsidiary means a Subsidiary of the Issuer acquired or formed or used by the Issuer or any Subsidiary of the Issuer for the sole purpose of a Limited Recourse Transaction where, insofar as, as the case may be, the Issuer or any other Subsidiary of the Issuer is concerned the sole recourse of a provider of funds in relation to such Limited Recourse Transaction is to such first-mentioned Subsidiary or the assets of such first-mentioned Subsidiary or the shares in, or the securities, debentures, loan instruments, debts or other covenants of, such first-mentioned Subsidiary and where neither such provider of funds nor any other party has any recourse to, as the case may be, the Issuer or any of its other Subsidiaries or its or their other assets for the liabilities of such first-mentioned Subsidiary and SPC Subsidiaries shall be constructed accordingly. Subsidiary means a subsidiary (as defined in the Act) of the Issuer and Subsidiaries shall be construed accordingly; and Total Assets means the consolidated total assets of the Issuer and its Subsidiaries taken as a whole as shown by the latest audited consolidated balance sheet of the Issuer and its Subsidiaries. The Trustee may, at its discretion and without further notice, take such proceedings against the Issuer as it may think fit to enforce the obligations of the Issuer under the Trust Deed and the Notes, Receipts and Coupons, but it shall not be bound to take any such proceedings or any other action unless (i) it shall have been so directed by an Extraordinary Resolution of the Noteholders or so requested in writing by holders of at least 25 per cent. in nominal amount of the Notes outstanding and (ii) it shall have been indemnified and/or secured to its satisfaction. No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to do, fails to do so within a reasonable period and such failure is continuing. (b) Events of Default relating to Dated Subordinated Notes This Condition 9(b) shall apply only to Dated Subordinated Notes and in this Condition 9(b) references to Notes, Receipts and Coupons and Noteholders, Receiptholders and Couponholders shall be construed accordingly. (A) If default is made in the payment of any principal or interest due in respect of the Notes and such default continues for a period of seven days (in the case of principal) or 14 days (in the case of interest) after the due date for the same the Trustee may, subject as provided below, at its discretion and without further notice, institute proceedings for the winding-up of the Issuer in Ireland (but not elsewhere), but may take no further action in respect of such default. If, otherwise than for the purposes of a Permitted Reorganisation or for the purposes of a reconstruction or amalgamation on terms previously approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders, an order is made or an effective resolution is passed for the winding-up of the Issuer in Ireland (but not elsewhere), the Trustee may, subject as provided below, at its discretion, give notice to the Issuer that the Dated Subordinated Notes are, and they shall accordingly thereby forthwith become, immediately due and repayable at their Early Redemption Amount referred to in Condition 6, plus accrued interest as provided in the Trust Deed. (B) 48 (C) Without prejudice to paragraphs (A) and (B) above, the Trustee may, subject as provided below, at its discretion and without further notice, institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition or provision binding on the Issuer under the Notes, the Receipts, the Coupons or the Trust Deed in respect of the Notes (other than any obligation for the payment of any principal or interest in respect of the Notes), provided that the Issuer shall not as a consequence of such proceedings be obliged to pay any sum or sums representing or measured by reference to principal or interest in respect of the Notes sooner than the same would otherwise have been payable by it or any damages. The Trustee shall be bound to take action as referred to in paragraph (A), (B) and/or (C) above if (i) it shall have been so requested in writing by Noteholders holding at least 25 per cent. of nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders and (ii) it shall have been indemnified and/or secured to its satisfaction. No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable period and such failure is continuing. No Noteholder, Receiptholder or Couponholder shall be entitled either to institute proceedings in Ireland (or elsewhere) for the winding up or dissolution of the Issuer or to submit a claim in such winding up or dissolution, except that if the Trustee, having become bound to institute such proceedings as aforesaid, fails to do so, or, being able and bound to submit a claim in such winding up or dissolution, fails to do so, in each case within a reasonable period and such failure is continuing, then any such holder may, on giving an indemnity satisfactory to the Trustee, in the name of the Trustee (but not otherwise), himself institute proceedings for the winding up or dissolution of the Issuer in Ireland (but not elsewhere) and/or submit a claim in such winding up or dissolution to the same extent (but not further or otherwise) that the Trustee would have been entitled to do. (D) (E) 10. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued. 11. PAYING AGENTS The names of the Paying Agents and their initial specified offices are set out below. The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that: (a) (b) there will at all times be an Agent; and so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and the Issuer undertakes that it will ensure that it maintains a paying agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. (c) In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 13. 49 In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent. 12. EXCHANGE OF TALONS On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8. Each Talon shall for the purposes of the Conditions be deemed to mature on the Interest Payment Date on which the final Coupon comprised in the relative Coupon sheet matures. 13. NOTICES All notices regarding the Notes will be deemed to be validly given if published (i) in a leading English language daily newspaper of general circulation in London, and (ii) if and for so long as the Notes are admitted to trading on the Irish Stock Exchange, and listed on the Irish Official List, an English language daily newspaper published and circulating nationally in Ireland or by any other means then acceptable to the Irish Stock Exchange. It is expected that any such publication will be made in the Financial Times in London and the Irish Times in Dublin. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one daily newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve. Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the seventh day after the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg. Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose. 14. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business 50 of which includes the modification of certain provisions of the Notes, the Receipts or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or the Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders. The Trustee may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest or proven error. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter. In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders, Receiptholders or Couponholders except to the extent already provided for in Condition 7 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed. If the Issuer shall undergo a Permitted Reorganisation, the new or surviving entity in any such case will (subject to the terms of the Trust Deed) be submitted in place of the Issuer as principal debtor under the Trust Deed, the Notes, the Receipts and the Coupons without any prior approval thereof being required of the Noteholders, the Receiptholders or the Couponholders or any consent thereto being required of the Trustee. In addition to any Permitted Reorganisation of the Issuer, which shall not require the prior approval or consent of the Trustee or the Noteholders, Receiptholders or Couponholders, or to any solvent reconstruction, amalgamation, reorganisation, merger or consolidation of the Issuer on terms previously approved in writing by the Trustee or by an Extraordinary Resolution of Noteholders, and subject as provided in the Trust Deed, the Trustee, if it is satisfied that so to do would not be materially prejudicial to the interests of the Noteholders, may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to the substitution of any Subsidiary of the Issuer in place of the Issuer (or of any previous substitute under this Condition 14) as principal debtor under the Trust Deed, the Notes, the Receipts and the Coupons, provided that the obligations of the Subsidiary in respect of the Trust Deed, the Notes, the Receipts and the Coupons shall be unconditionally and irrevocably guaranteed by the Issuer in such form as the Trustee may require and provided further that (in the case of Dated Subordinated Notes) the obligations of such Subsidiary of the Issuer and any such guarantee shall be subordinated on a basis considered by the Trustee to be equivalent to that in respect of the Issuer's obligations in respect of the Notes, the Receipts and the Coupons. Any such substitution shall be binding on the Noteholders, the Receiptholders and the Couponholders and, unless the Trustee agrees otherwise, any such substitution shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 13. 51 15. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified to its satisfaction. The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (i) to enter into business transactions with the Issuer and/or any of its respective Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any of its Subsidiaries, (ii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders and (iii) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith. 16. FURTHER ISSUES The Issuer shall be at liberty from time to time without the consent of the Trustee, the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon, Issue Date, Issue Price and/or Interest Commencement Date and so that the same shall be consolidated and form a single Series with the outstanding Notes. 17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act. 18. (a) GOVERNING LAW AND SUBMISSION TO JURISDICTION Governing law The Trust Deed, the Agency Agreement, the Notes (except, in the case of Dated Subordinated Notes, for Condition 2(b) and (c)), the Receipts and the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed, the Agency Agreement, the Notes (except, in the case of Dated Subordinated Notes, for condition 2(b) and 2(c)), the Receipts and the Coupons shall be governed by, and shall be construed in accordance with, English law. Condition 2(b) and 2(c) of Dated Subordinated Notes and any non-contractual obligations arising out of or in connection with them shall be governed by, and shall be construed in accordance with, the laws of Ireland. (b) Submission to jurisdiction The Issuer has unconditionally and irrevocably agreed in the Trust Deed for the exclusive benefit of the Trustee, the Noteholders, the Receiptholders and the Couponholders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons (including a dispute relating to non-contractual obligations arising out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons) and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons may be brought in such courts. The Issuer has in the Trust Deed unconditionally and irrevocably waived any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and has in the Trust Deed further unconditionally and irrevocably agreed that a final judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Condition shall limit any right to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. 52 (c) Appointment of Process Agent The Issuer has in the Trust Deed appointed McCann FitzGerald at its office at St. Michael's House, 1 George Yard, Lombard Street, London EC3V 9DF as its agent for service of process in respect of any Proceedings, and undertakes that, in the event of McCann FitzGerald ceasing so to act, it will appoint another person approved by the Trustee as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. 53 USE OF PROCEEDS The net proceeds from each issue of Notes will be applied by the Issuer for its general business purposes which include making a profit. If, in respect of any particular issue of Notes which are derivative securities for the purposes of Article 15 of the Commission Regulation No 809/2004 implementing the Prospectus Directive, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms. 54 CAPITALISATION CONSOLIDATED CAPITALISATION AND INDEBTEDNESS OF IRISH NATIONWIDE BUILDING SOCIETY AND ITS SUBSIDIARIES The following table is a summary of the capitalisation and indebtedness of Irish Nationwide Building Society and its Subsidiaries as at 31 December 2007. Reserves 31 December 2007 S Million 1111 1,364.1 146.2 1111 1,510.3 1111 General Reserve Other Reserves Total Reserves Indebtedness Customer Accounts Deposits by Credit Institutions Debt Securities Issued Subordinated Liabilities Total Indebtedness Total Capitalisation and Indebtedness Notes 1. 2. 7,250.1 174.5 6,711.2 355.8 1111 14,491.6 1111 16,001.9 3333 There has been no change in the reserves or indebtedness of the Society and its Subsidiaries since 31 December 2007 that would materially affect the figures that are included in the table. The Society is a mutual organisation. The Society does not have any issued share capital or any other form of issued capital. 55 IRISH NATIONWIDE BUILDING SOCIETY Introduction Irish Nationwide Building Society (the Issuer or the Society) is a credit institution authorised and regulated by the Financial Regulator, formerly the Central Bank of Ireland, under the Building Societies Act, 1989 (as amended) (the Act) with registered number 14B. The Society is also subject to regulations/notices which implement EU directives in Ireland relating to credit institutions. Irish Nationwide Building Society's offices are located at Nationwide House, Grand Parade, Dublin 6, and its telephone number is, 00353-1-6096000. Background The Society was established in 1873 and incorporated under the name of Irish Industrial Benefit Building Society in 1878. In 1975, the name Irish Industrial Benefit Building Society was changed to Irish Nationwide Building Society. The Society has grown through the expansion of its branch network and by the acquisition of three building societies in Ireland, The Garda Building Society, the Irish Mutual Building Society and the Metropolitan Building Society. The Society has 49 branches and 44 tied agents in Ireland and currently employs 383 people. The Society also has branches in Belfast and London. Business The Society's business is residential and commercial property lending. Loans and advances to customers at 31 December 2007 were S12.3 billion comprising residential loans of S2.5 billion and commercial property loans of S9.8 billion. A substantial part of the commercial property lending relates to the provision of housing. 2006 EurMln Pre tax profits Loan balances Reserves Total assets 239 10,410 1,237 14,629 2007 EurMln 391 12,332 1,510.3 16,096 Increase 2006 - 2007 +64% +18% +22% +10% Funding The Society is financed by retail and wholesale funding as follows: 2006 EurMln Share Accounts Other Customer Accounts, Bank Deposits and Debt Securities in Issue and Sub-devided liabilities Competitive Position There are 14 credit institutions competing in the Irish Residential Mortgage market and at least 12 lenders competing for residential related commercial property loans. Membership The Society is owned by its share account holders. Under the Act, the borrowing members have a vote on a resolution to convert the Society into a company (demutualise). Capital Adequacy and Liquidity Requirements The Financial Regulator required the Society to maintain a capital adequacy ratio of 10%. Under Basel I at 31 December 2007, the Society had a capital adequacy ratio of 12.9%. 4,046 2007 EurMln 4,641 % 31% % 32% 9,195 69% 9,851 68% 56 Reserves and Provisions During the year ended 31 December 2007, the net profit after tax transferred to reserves was S309.1 million which represents an increase of 65%, compared to 2006. The absolute reserve ratio (total reserves, including the revaluation reserve as a percentage of total assets) was 9.38% and the free reserve ratio (total reserves less fixed assets as a percentage of total assets) was 8.4% both at 31 December 2007. The Society has total provisions for impairment losses on loans and receivables of S99.1 million. The provisions consist of a provision for collective impairment of S32.9 million and a provision for specific impairment losses of S66.2 million. Management Accounts - October 2008 In the period from 1 January 2008 to 31 October 2008 nothing came to the attention of the auditors that caused them to believe there was any decrease in interest receivable and similar income, net interest income and excess of income over expenditure on ordinary activities before tax, compared to the corresponding period in the preceding year as shown in the October, 2007 management accounts other than a S231.5m decrease in excess of income over expenditure on ordinary activities before tax and a S23.8m decrease in net interest income. This reduction is due to a one off profit on the sale of a subsidiary in 2007 for S41m. Fees received in 2007 were greater by approximately S50m due to projects finishing ahead of schedule which would have been accounted for in 2008. Overall Strategy The Society's strategy in the current market is that lending (with the exception of home loans) should be kept to an absolute minimum and be confined as far as possible to contracted commitments and if necessary additional facilities to protect existing facilities. At present the Society is not sourcing new lending opportunities and intends to reduce its loan book, build up liquidity, maintain strong capital ratios and protect the current net book value of S1.5 billion for shareholders. The Society intends to focus on looking after its long term valued customers. New lending reduced from S4,961 million in 2006 to S4,316 million in 2007. As at 31 December 2007 the Society's largest borrowers accounted for 11.86% of total loans. None of these borrowers individually accounted for more than 2.59% of total loans. Mutuality The Building Societies (Amendment) Act, 2006 (the Act) became law on 1 August 2006. The new legislation removed the five year protection rule which stipulated that no one person could own more than 15 per cent. of a converted building society for five years after conversion. The Act allows a third party to own 100 per cent. of a demutualised building society and so permits the Society to convert into a company and be sold to a single purchaser (a trade sale). The Society believes that a trade sale will realise far greater value for all stakeholders, share members, borrowing members, management and staff. The Board is fully committed to an orderly sale of the Society. Board of Directors A short curriculum vitae for each of the Directors of Irish Nationwide is given below. Michael Walsh B.Comm., M.B.S., M.B.A., PhD. Chairman Dr. Walsh was appointed Chairman of the Board of Directors in April 2001 having been a Non-Executive of Irish Nationwide since 1995. He is currently managing director of International Investment & Underwriting Ltd. Previously, Dr. Walsh was a professor of Banking and Finance at University College Dublin, Managing Director of NCB Finance Ltd. and a member of the Irish Stock Exchange - New Issues Committee. Dr. Walsh was also involved in the past few years in the restructuring of the Irish Telecoms and Software Developments industries. Dr. Walsh was awarded a B.Comm and M.B.S. degrees from University College Dublin and M.B.A. and PhD. Degrees from the Wharton School at the University of Pennsylvania. Dr. Walsh has carried out major consultancy work for the Irish Building Societies Association in the past. Dr. Walsh's business address is International Investment & Underwriting Ltd., IFSC House, Custom House Quay, Dublin 1. 57 Terence Cooney B.Comm, M.Econ.Sc., F.C.A., F.C.C.A., F.I.T.I. Vice-Chairman Mr. Cooney was appointed a Director of Irish Nationwide in April 2001. Mr. Cooney is a fellow of both the Institute of Chartered Accountants in Ireland and the Chartered Association of Certified Accountants. Mr. Cooney is a fellow of the Institute of Taxation of Ireland and was a council member of that Institute from 1977 to 1989. He held the office of President of the Institute of Taxation for the year 1988 / 1989 and for many years was co-author of a standard text book on Irish taxation. Since 1990, Mr. Cooney has been a partner in Cooney Taggart Financial and Taxation Consultants. Mr. Cooney was also a director of a number of companies engaged in the retail franchising area and the promotion business expansion schemes. Mr. Cooney's business address is Cooney Taggart Financial and Taxation Consultants, 23 Fitzwilliam Square, Dublin 2. David M.J. Brophy, B.A. (Mod) Law Non-Executive Director David Brophy joined the Ballymore Group, a major client of the Society, in an executive capacity as Chief Operations Officer in September 2007. He has been appointed to the Board of Ballymore Properties Ltd and various subsidiary and Associated Companies. He has resigned as a director of all Smurfit Kappa Plc related companies. Mr. Brophy's business address is Fonthill House, Old Lucan Road, Palmerstown, Dublin 20. Stan Purcell B.Comm, F.C.A. Executive Director and Secretary Mr. Purcell qualified as a chartered accountant in 1977, having served his training contract with KPMG, Dublin. In the period 1977 to 1983, he worked with a number of industrial companies including Irish subsidiaries of Chloride plc and BTR plc. Mr. Purcell was Financial Controller with Housing Finance Agency plc, a government body established to promote home ownership, from 1983 to 1986. Mr. Purcell joined Irish Nationwide as Financial Controller in 1986 and was appointed Secretary in 1993 and Director in 1994. Mr. Purcell's main areas of responsibility are financial reporting, treasury, retail deposits, I.T. systems and compliance. Mr. Purcell's business address is Irish Nationwide Building Society, Nationwide House, Grand Parade, Dublin 6. Sean Carey Non-Executive Director Mr. Carey was appointed a non-executive director of Irish Nationwide on 30th June 2008. He has over forty years experience in local government in the Dublin area and currently works as a consultant in the private sector, providing strategic advice and project planning services. Mr Carey was Deputy Dublin City Manager from 2005 to 2007. Previous to this, Mr Carey was Assistant City Manager from 1997 to 2005. He was Deputy County Manager of Fingal County Council prior to this and was Finance Director of Dublin County Council in the 1980's. Daniel Kitchen B.Sc., F.C.C.A Non-Executive Director Mr Kitchen was appointed a non executive director of Irish Nationwide on 29 September 2008. Mr. Kitchen is a chartered certified accountant and was a director of IBI (Bank of Ireland) Corporate Finance from 1980 to 1994. From 1994 to 2002 Mr. Kitchen was Finance Director of Green Property Plc, a quoted property company and was Deputy Chief Executive of Heron International, one of Europe's leading private property investment and development companies, from 2003 to 2008. At present, Mr Kitchen is a business consultant. 58 Chief Executive Michael Fingleton B.Comm., F.C.I.S., F.C.C.A., Barrister-at-Law Mr. Fingleton joined Irish Nationwide in 1971 as Secretary and was appointed Managing Director on 1974. Mr. Fingleton ceased as a director under the Society's rules on 26 January 2008. The Board and Mr. Fingleton agreed that he would continue under the Society as Chief Executive after 26 January 2008. Mr. Fingelton has acted as Chairman of the Irish Building Societies Association on a number of occasions and was a member of the Council and Executive Committee of the International Union of Housing Finance Institutions. Mr. Fingleton acted as Chairman of the international relief agency, Concern for five years up to 1983 and was a member of the governing body of the organisation. Prior to joining Irish Nationwide in 1971, Mr. Fingleton worked for a number of companies including the Hire Purchase Company of Ireland (now Allied Irish Leasing), a subsidiary of Allied Irish Banks p.l.c. and the Diary Disposal Company of Ireland, which then controlled 25-30% of the dairy industry in Ireland. Mr. Fingleton also managed relief operations in Nigeria during the Biafran conflict. Mr. Fingleton's business address is Irish Nationwide Building Society, Nationwide House, Grand Parade, Dublin 6. As far as the Issuer is aware, other than as may arise from an individual director's principal outside activities as listed above, no potential conflicts of interest exist between any duties to the Issuer and their private interests or other duties. 59 TAXATION Ireland The following is a summary of the anticipated tax treatment in Ireland in relation to the payments on the Notes based on the laws and practices in force in Ireland at the date of this document. It does not purport to be, and is not, a complete description of all the tax considerations that may be relevant to a decision to subscribe for, buy, hold or dispose of the Notes. The summary relates only to the position of investors beneficially owning their Notes and the income thereon. Particular rules may apply to certain classes of taxpayers. The summary does not constitute tax or legal advice and the comments below are of a general nature only. Prospective investors in the Notes should consult their professional advisers on the tax implications of subscribing for, buying, holding, or disposing of the Notes and the receipt of income thereon under the laws of the jurisdictions in which they may be liable to taxation. Withholding Tax on interest In general, Irish tax at the standard rate of income tax (20 per cent. at the date of this document) is required to be withheld from payments of Irish source yearly interest that would include interest payable on the Notes. However no withholding for or on account of Irish income tax is required to be made on interest arising on the Notes in a number of circumstances. Payments of interest in respect of Notes issued may be made without deduction or withholding of tax where the maturity of the Notes is less than one year. In accordance with the provisions of Section 246(3)(b) of the Taxes Consolidation Act, 1997 of Ireland (as amended) (the Taxes Act), payments of interest in respect of Notes issued will be made without deduction or withholding of tax where the interest payments are made in the ordinary course of the body corporate's bona fide banking business carried on in Ireland. The Issuer confirms that all interest paid in respect of the Notes shall be paid in the ordinary course of carrying on a bona fide banking business in Ireland. In accordance with the provisions of Section 64 of the Taxes Act, where a Note qualifies as a "Quoted Eurobond" and: (a) (b) the paying agent is not in Ireland; or the paying agent is in Ireland and (i) (ii) the Note is held in a recognised clearing system (Euroclear and Clearstream Luxembourg are recognised for this purpose); or the beneficial owner of the Note who is beneficially entitled to the interest is a non-Irish resident and has made a declaration of non-Irish residence in the form required by the Revenue Commissioners of Ireland (the Revenue Commissioners), no Irish withholding tax will apply to payments of interest on the Note. A Note will qualify as a "Quoted Eurobond" if: (i) (ii) (iii) it is quoted on a recognised stock exchange; it is issued by a body corporate; and it carries a right to interest. In accordance with the provisions of Section 246(3)(h) of the Taxes Act, the obligation to withhold tax does not apply in respect of, inter alia, interest payments made by a body corporate in the ordinary course of a trade or business carried on by it to a body corporate that is resident for tax purposes in a Member State of the European Union, other than Ireland, or in a territory with which Ireland has entered into a double tax agreement that is in effect at that time. This exemption from withholding tax will not apply, however, if the interest is paid to that body corporate in connection with a trade or business carried on through a branch or agency located in Ireland. Also, Section 246A of the Taxes Act provides for the payment of interest on certain "Wholesale Debt Instruments" without deduction of tax in certain circumstances. Notes are Wholesale Debt Instruments for this purpose if they: (a) (b) (c) recognise an obligation to pay a stated amount; carry a right to interest or are issued at a discount or at a premium; and mature within two years. 60 There is no obligation to withhold tax from Wholesale Debt Instruments where either (a) (i) (ii) the "Wholesale Debt instrument" is held in a recognised clearing system (Euroclear and Clearstream Luxembourg are so designated); and it is of a minimum denomination of not less than S500,000 or the equivalent of S500,000 on the date the programme is first publicised. This is unless the instrument is denominated in United States Dollars in which case the minimum denomination is US$500,000 at the date the programme is first publicised, or (b) the person by or through whom the payment is made is resident in Ireland for the purposes of Irish tax or the payment is made by or through an Irish branch or agency of a non-resident company; and either (i) (ii) the person who is beneficially entitled to the interest is a resident of Ireland who has provided their tax reference number to the payer, or the person who is the beneficial owner of the wholesale debt instrument and who is beneficially entitled to the interest is not resident in Ireland and has made a declaration to the payer in the prescribed form. In the event that none of the above exemptions apply, the requirement to operate Irish withholding tax on interest may be obviated or reduced if clearance in the prescribed form has been received under the terms of a double taxation agreement in effect at that time. At the date of this document, Ireland has 45 double taxation agreements that are in effect with the following countries: Australia, Austria, Belgium, Bulgaria, Canada, Chile (signed, effective from 1 January 2009), China, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, India, Israel, Italy, Japan, the Republic of Korea (South Korea), Latvia, Lithuania, Luxembourg, Macedonia (signed, but not yet in effect), Malaysia, Mexico, the Netherlands, New Zealand, Norway, Pakistan, Poland, Portugal, Romania, Russia, the Slovak Republic, Slovenia, South Africa, Spain, Sweden, Switzerland, Turkey (signed, but not yet in effect), the United Kingdom, the United States of America and Zambia. A double taxation agreement with Chile has been signed but it is not yet in effect. New treaties with Azerbaijan, Bosnia Herzegovina, Georgia, Malta, Moldova and Thailand have been concluded and are expected to be signed shortly. New treaties with Albania, Argentina, Armenia, Egypt, Kuwait, Morocco, Serbia, Singapore, Tunisia and Ukraine are in the course of being negotiated. Deposit Interest Retention Tax (DIRT) A relevant deposit taker (as defined by Section 256 of the Taxes Act) such as the Issuer is obliged to withhold Irish tax at the standard rate of income tax (20 per cent. at the date of this document) from certain interest payments or other returns on a relevant deposit which includes the Notes unless otherwise exempt. There are various exemptions from the definition of "relevant deposit" including: (a) (b) (c) Deposits which are a debt on a security that are listed on a stock exchange. In a case where the Issuer is resident for tax purposes in Ireland, deposits recorded in the books of the Issuer as a liability of a branch of the Issuer outside Ireland. Deposits where the depositor and beneficial owner of the interest is not resident for tax purposes in Ireland and a declaration in the prescribed format has been made in relation to the relevant deposit and provided to the Issuer. Deposits where the depositor and beneficial owner of the interest is a company which is within the charge to Irish corporation tax in respect of the interest and has provided the Issuer with its Irish tax reference number within the meaning of Section 885 of the Taxes Act. Deposits where the depositor and beneficial owner of the interest is a pension scheme that is an exempt approved scheme within the meaning of Section 774 of the Taxes Act and has provided the Issuer with the Irish tax reference number that is assigned to the employer to which that pension scheme relates. Deposits where the depositor and beneficial owner of the interest is a charity and has provided the Issuer with the reference number that has been assigned to that charity by the Revenue Commissioners (known as the charity (CHY) number) in recognition of the charity's entitlement to exemption under Section 207 of the Taxes Act. (d) (e) (f) 61 (g) Deposits that are exempt from withholding tax on interest because they come within the exemption for Wholesale Debt Instruments described above. In addition the Revenue Commissioners operate a published practice which remains in force and effect as of the date hereof whereby DIRT will not apply to interest on Notes with a maturity of more then two years provided certain conditions are fulfilled. The Programme complies with these conditions. In this regard we note that in connection with offer or sale of any Notes issued by the Issuer that are not listed on any stock exchange and that do not mature within two years of date of issuance that each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree that: (a) (b) (c) (d) (e) it will not sell or offer for sale any such Notes issued by the Issuer to any person, including any body corporate, resident in Ireland or having its usual place of abode in Ireland (an Irish person); it will not issue or distribute, or knowingly cause to be issued or distributed, any documentation offering for subscription or sale any such Notes issued by the Issuer to any Irish person; in as far as primary sales of any such Notes issued by the Issuer are concerned, its actions in any jurisdiction will comply with the then applicable laws and regulations of that jurisdiction; it will not sell, offer for sale, issue, distribute or cause to be issued or distributed any such Notes to any person in a denomination of less than EUR 500,000 or its equivalent at the date of issuance of such Notes; and such Notes will be cleared through Euroclear or Clearstream, Luxembourg or any other clearing system recognised for this purpose by the Revenue Commissioners. Discounts The Revenue Commissioners have confirmed that discounts do not fall within the meaning of interest or annual payment and therefore the issue of Irish withholding tax does not arise. Encashment tax Where a Note qualifies as a Quoted Eurobond (see above), Irish tax may be required to be withheld at the standard rate of income tax (20 per cent. at the date of this document) from interest. This is where such interest is realised or collected by an agent in Ireland on behalf of a Noteholder. However, if it is collected on behalf of any Noteholder who is not resident in Ireland for tax purposes and that person is the beneficial owner of the interest and makes a declaration in the required form, encashment tax will not apply. Even where a Note is not a Quoted Eurobond, encashment tax will apply to deemed distributions (see below) if realised or collected in Ireland on behalf of Irish resident Noteholders. Payments made under the Scheme Any payment made under the Scheme would not be considered an interest payment for purposes of tax, therefore the provisions of Section 246 of the Taxes Act would not apply and no obligation to withhold an amount on account of Irish tax on that payment would arise. Likewise any payment made under the Scheme would not be considered an annual payment for the purposes of Sections 237 and 238 of the Taxes Act. An "annual payment" is a concept derived from case law and is basically a payment which is capable of extending beyond a year, is made under a legally binding agreement and represents "pure income profit" in the hands of the recipient. In this case, while the payments made under the Scheme would have some of the characteristics of an annual payment (the requirement to make the payment is capable of extending beyond a year and it will be made under a legal agreement), the payment would not be "pure income profit" in the hands of the recipient.Irish encashment tax should not apply to the payments made under the Scheme. Dividend Withholding Tax In the case of the Notes, where the consideration given by the Issuer for the use of the principal secured is dependent on the results of the Issuer's business, interest payments made will be deemed to be a distribution as prescribed by Section 130 of the Taxes Act. Also, where the rate represents more than a reasonable commercial return, so much of that return as is in excess of a reasonable commercial rate on the subscription price of the Note will be deemed to be a distribution as prescribed by Section 130 of the Taxes Act. Accordingly, dividend withholding tax may apply, unless an exemption is available, whereby the Issuer would be required to withhold Irish tax at the standard rate of income tax (20 per cent. at the date of this document) from the deemed distribution payments made. However payments to an authorised withholding agent within the meaning of Section 172G of the Taxes Act and payments to a qualifying intermediary within the meaning of Section 172E of the Taxes Act who is receiving the distribution on behalf of an ultimate beneficial owner who is exempt are exempt from dividend withholding tax. 62 Also, provided the requisite declarations in relation to the distribution are in place, in the prescribed format, the following shareholders that are resident in Ireland for tax purposes are among the shareholders exempted from the scope of dividend withholding tax: (a) (b) A company. A pension scheme that is an exempt approved scheme within the meaning of Section 774 of the Taxes Act or a retirement annuity contract or a trust scheme to which Section 784 or Section 785 of the Taxes Act applies. A qualifying fund manager within the meaning of Section 784A of the Taxes Act receiving the relevant distribution as income arising in respect of assets held in an approved retirement fund within the meaning of that Section or an approved minimum retirement fund within the meaning of Section 784C of the Taxes Act. A qualifying savings manager within the meaning of Section 848B of the Taxes Act receiving the relevant distribution as income arising in respect of assets held in a special savings incentive account within the meaning of Section 848M of the Taxes Act. A qualifying employee share ownership trust which the Revenue Commissioners have approved of as a qualifying employee share ownership trust in accordance with Schedule 12 of the Taxes Act. A collective investment undertaking within the meaning of Section 172A(1)(a) of the Taxes Act. A person who is entitled to exemption from income tax under Schedule F in respect of the distribution by virtue of Section 189(2) of the Taxes Act or Subsection (2) or (3)(b) of Section 189A of the Taxes Act or Section 192(2) of the Taxes Act. A person who is entitled to exemption from income tax under Schedule F in respect of the distribution by virtue of Section 207(1)(b) of the Taxes Act. An approved body of persons which is entitled to exemption from income tax under Schedule F in respect of the distribution by virtue of Section 235(2) of the Taxes Act. A designated broker within the meaning of Section 838 of the Taxes Act who is receiving the distribution as all or part of the relevant income or gains of a special portfolio investment account within the meaning of that Section. (c) (d) (e) (f) (g) (h) (i) (j) Provided the requisite declarations in relation to the distribution are in place, in the prescribed format, the following shareholders that are not resident in Ireland for tax purposes are exempted from the scope of dividend withholding tax: (a) An individual, or an unincorporated body of persons, who is neither resident nor ordinarily resident in Ireland for tax purposes and is resident for tax purposes in a country with which Ireland has a double taxation agreement that is in effect at that time or is resident in an EU Member State (other than Ireland). A company that is not resident in Ireland for tax purposes and is not controlled by persons who are residents of Ireland for tax purposes and is ultimately controlled by persons who are resident for tax purposes in another EU Member State or in a country with which Ireland has a double taxation agreement that is in effect at that time. A company that is not resident in Ireland for tax purposes and is not under the control of persons who are resident for tax purposes in Ireland, which is resident for tax purposes in another Member State of the European Union or a territory with which Ireland has entered into a double tax agreement that is in effect at that time. A company the principal class of whose shares or the shares of its 75 per cent. parent or each of its parent companies are substantially and regularly traded on a stock exchange that is in an EU Member State or a territory with which Ireland has entered into a double tax agreement that is in effect at that time or on such other stock exchange as may be approved of by the Minister for Finance. (b) (c) (d) Taxation of Noteholders Notwithstanding that a Noteholder may receive interest on the Notes free of withholding tax, the Noteholder may still be liable to pay Irish income tax. In general, persons who are resident and domiciled in Ireland are liable to Irish tax on their worldwide income whereas persons who are not resident or ordinarily resident in Ireland are only liable to Irish tax on their Irish source income. All persons are under a statutory obligation to account for Irish tax on a self-assessment basis and there is no requirement for the Revenue Commissioners to issue or raise an assessment. 63 Interest earned on such Notes would be regarded as Irish source income and is within the charge to Irish income tax (and levies if received by an individual). Accordingly, pursuant to general Irish tax rules, such income would be technically liable to Irish income or corporation tax as the case may be. Credit is available against an Irish tax liability for any Irish tax withheld on account of that related tax liability. Persons that are not resident in Ireland for tax purposes (unless the person is a company and the income is attributable to a branch or agency of the company in Ireland whereby Irish corporation tax would apply) are subject to Irish income tax on Irish source income. Non-Irish resident companies are subject to Irish income tax at the standard rate (20 per cent. at the date of this document). Therefore any withholding tax suffered should be equal to and in satisfaction of the full tax liability. There is an exemption from Irish income tax under Section 198 of the Taxes Act where either: (a) the interest is paid by a body corporate in the ordinary course of its trade or business and the recipient of the interest is a company resident for tax purposes in a Member State of the European Union (other than Ireland) or a resident of a country with which Ireland has a double tax agreement that is in effect at that time or (b) where the provisions of Section 64 or Section 246A, the exemption from Irish income tax where the provisions of Section 246A of the Taxes Act applies in connection with interest paid on or after 1 January 2009, of the Taxes Act (as noted above) apply and the recipient is a person who is resident for tax purposes in a Member State of the European Union (other than Ireland) or a resident of a country with which Ireland has a double taxation agreement in effect at that time. For this purpose, residence is determined under the terms of the relevant double taxation agreement, if such exists, or in any other case, the law of the country in which the recipient claims to be resident. The exemption under Section 198 of the Taxes Act does not apply where the interest is paid to a foreign company carrying on business in Ireland through a branch or agency or a permanent establishment to which interest paid by the Issuer is attributable as corporation tax applies. Where interest does not fall within the above exemptions, relief from Irish tax may still be available under the specific provisions of a double tax agreement between Ireland and the country of residence of the recipient. Interest on the Notes which does not fall within the above exemptions is within the charge to Irish income tax. However there is no mechanism by which the Revenue Commissioners can collect residual income tax. Therefore, it is understood that the Revenue Commissioners have, in the past, operated a practice (as a consequence of the absence of a collection mechanism rather than adopted policy) not to take any action to pursue any liability to such tax in respect of persons who are not regarded as being resident for tax purposes in Ireland except where such persons: (a) (b) (c) are chargeable in the name of a person (including a trustee) or in the name of an agent or branch in Ireland having the management or control of the interest; or seek to claim relief and/or repayment of tax deducted at source in respect of taxed income from Irish sources; or are chargeable to Irish corporation tax on the income of an Irish branch or agency or to income tax on the profits of a trade carried on in Ireland to which the interest is attributable. There can be no assurance that the Revenue Commissioners will apply this practice in the case of the holders of Notes and, as mentioned above, there is a statutory obligation to account for Irish tax on a self-assessment basis and there is no requirement for the Irish Revenue Commissioners to issue or raise an assessment. Payments made under the Scheme The receipt of payments by Noteholders may be within the charge to tax as Irish income or capital gains tax as outlined above. Capital Gains Tax Provided the Notes are listed on a recognised stock exchange (the Irish Stock Exchange is a recognised stock exchange) or the Notes do not derive their value, or the greater part of their value, from Irish land or certain Irish mineral rights, the holder of Notes will not be subject to Irish tax on capital gains on a disposal of Notes where such holder is neither resident nor ordinarily resident for tax purposes in Ireland and does not carry on a trade in Ireland through a branch or agency in respect of which the Notes were used or held. A person becomes ordinarily resident in Ireland for the purposes of Irish tax in a year when a person has been tax resident in Ireland for the previous three tax years. To subsequently become non-ordinarily resident in Ireland for the purposes of Irish tax in a year, that person must first be non-tax resident in Ireland for the three consecutive tax years preceding that year. 64 Capital Acquisitions Tax If the Notes are comprised in a gift or inheritance taken from a disponer, donee or successor who is resident or ordinarily resident for tax purposes in Ireland or if any of the Notes are regarded as property situate in Ireland (see above), the donee or successor of such Notes may be liable to capital acquisitions tax. Accordingly, if Notes are comprised in a gift or inheritance and are regarded as property situate in Ireland, the donee or successor of such Notes may be liable to capital acquisitions tax, even though neither the disponer nor the donee or successor are resident or ordinarily resident for tax purposes in Ireland. The Notes being bearer Notes, would be regarded as property situated in Ireland if the Notes were ever to be physically kept or located in Ireland with a depository or otherwise. For the purposes of capital acquisitions tax, a non-domiciled person will not be treated as resident or ordinarily resident for tax purposes in Ireland for the purposes of the applicable legislation except where that person has been resident in Ireland for the five consecutive years of assessment immediately preceding the year of assessment in which the date of the gift or inheritance falls. Stamp Duty In accordance with the provisions of Section 85(2)(a)(ii) of the Stamp Duties Consolidation Act 1999, Irish Stamp Duty is not chargeable on the issue of the Notes. Irish Stamp Duty is not chargeable on a transfer by delivery of the Notes. In the event of written transfer of such Notes in accordance with the provisions of Section 85(2)(b) of the Stamp Duties Consolidation Act 1999, no stamp duty is chargeable provided that the Notes: (a) (b) (c) (d) do not carry a right of conversion into stocks or marketable securities (other than loan capital) of a company having a register in Ireland or into loan capital having such a right; do not carry rights of the same kind as shares in the capital of a company, including rights such as voting rights, a share in the profits or a share in the surplus upon liquidation; are issued for a price which is not less than 90 per cent. of their nominal value (thus certain Notes issued at a discount may not qualify for this exemption); and do not carry a right to a sum in respect of repayment or interest which is related to certain movements in an index or indices (based wholly or partly and directly or indirectly on stocks or marketable securities) specified in any instrument or other document relating to the Notes. Irish Stamp Duty is not chargeable on a redemption of the Notes. Where the above exemptions or another exemption does not apply, the instrument of transfer is liable to stamp duty at the rate of one per cent. of the consideration paid in respect of the transfer (or if greater, the market value thereof) which must be paid in Euro by the transferee (assuming an arm's length transfer) within 30 days of the date on which the transfer instrument is executed, after which interest and penalties will apply. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). The Directive has been enacted into Irish legislation. Since 1 January 2004, where any person in the course of a business or profession carried on in Ireland makes an interest payment to, or secures an interest payment for the immediate benefit of, the beneficial owner of that interest, where that beneficial owner is an individual, that person must, in accordance with the methods prescribed in the legislation, establish the identity and residence of that beneficial owner. Where such a person makes such a payment to a "residual entity" then that interest payment is a "deemed interest payment" of the "residual entity" for the purpose of this legislation. A "residual entity", in relation to "deemed interest payments", must, in accordance with the methods prescribed in the legislation, establish the identity and residence of the beneficial owners of the interest payments received that are comprised in the "deemed interest payments". 65 Residual entity means a person or undertaking established in Ireland or in another Member State or in an "associated territory" to which an interest payment is made or secured for the benefit of a beneficial owner that is an individual, unless that person or undertaking is within the charge to corporation tax or a tax corresponding to corporation tax, or it has, in the prescribed format for the purposes of this legislation, elected to be treated in the same manner as an undertaking for collective investment in transferable securities within the meaning of the UCITS Directive 85/611/EEC, or it is such an entity or it is an equivalent entity established in an associated territory, or it is a legal person (not being an individual) other than certain Finnish or Swedish legal persons that are excluded from the exemption from this definition in the Directive. Procedures relating to the reporting of details of payments of interest (or similar income) made by any person in the course of a business or profession carried on in Ireland, to beneficial owners that are individuals or to residual entities resident in another Member State or an "associated territory" and procedures relating to the reporting of details of deemed interest payments made by residual entities where the beneficial owner is an individual resident in another Member State or an "associated territory", will apply from a date not earlier than 1st July, 2005 to be specified by the Minister for Finance of Ireland. For the purposes of these paragraphs "associated territory" means Aruba, Netherlands Antilles, Jersey, Gibraltar, Guernsey, Isle of Man, Anguilla, British Virgin Islands, Cayman Islands, Montserrat, Turks and Caicos Islands, Andorra, Liechtenstein, Monaco, San Marino and the Swiss Confederation. Luxembourg The following summary is of a general nature and is included herein solely for information purposes. It is based on the laws presently in force in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Notes should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject. Withholding Tax (i) Non-resident holders of Notes Under Luxembourg general tax laws currently in force and subject to the laws of 21 June 2005 (the Laws) mentioned below, there is no withholding tax on payments of principal, premium or interest made to nonresident holders of Notes, nor on accrued but unpaid interest in respect of the Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Notes held by non-resident holders of Notes. Under the Laws implementing the EC Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States (the Territories), payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner or a residual entity, as defined by the Laws, which is a resident of, or established in, an EU Member State (other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the relevant recipient has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the fiscal authorities of his/her/its country of residence or establishment, or, in the case of an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of his/her country of residence in the required format to the relevant paying agent. Where withholding tax is applied, it is currently levied at a rate of 20 per cent. and will be levied at a rate of 35 per cent. as of 1 July 2011. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Laws would at present be subject to withholding tax of 20 per cent. (ii) Resident holders of Notes Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005 (the Law) mentioned below, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest in respect of Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Notes held by Luxembourg resident holders of Notes. Under the Law payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the benefit of an individual beneficial owner who is a resident of Luxembourg will be subject to a withholding tax of 10 per cent. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Law would be subject to withholding tax of 10 per cent. 66 SUBSCRIPTION AND SALE The Dealers have, in an amended and restated programme agreement dated 24 November 2008 (the Programme Agreement), agreed with the Issuer a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under "Form of the Notes" and "Terms and Conditions of the Notes". In the Programme Agreement, the Issuer has agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith. Ireland Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that: (i) it has complied and will comply with all applicable provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (the 2007 Regulations) with respect to anything done by it in relation to the Notes if operating in, or otherwise involving, Ireland and has complied with any applicable codes of conduct or practice; in connection with offer or sale of any Notes issued by the Issuer that are not listed on any stock exchange and that do not mature within two years of date of issuance: (a) (b) (c) (d) it will not sell or offer for sale any such Notes issued by the Issuer to any person, including any body corporate, resident in Ireland or having its usual place of abode in Ireland (an Irish person); it will not issue or distribute, or knowingly cause to be issued or distributed, any documentation offering for subscription or sale any such Notes issued by the Issuer to any Irish person; as far as primary sales of any such Notes issued by the Issuer are concerned, its actions in any jurisdiction will comply with the then applicable laws and regulations of that jurisdiction; it will not sell, offer for sale, issue, distribute or cause to be issued or distributed any such Notes to any person in a denomination of less than S500,000 or its equivalent at the date of issuance of such Notes; and such Notes will be cleared through Euroclear or Clearstream, Luxembourg or any other clearing system recognised for this purpose by the Revenue Commissioners; and (ii) (e) (iii) in connection with the offer or sale of any Notes that are not listed on any stock exchange and that mature within two years of date of issuance, it will not offer, sell or deliver any such Note to any person in a denomination of less than S500,000, if the relevant Note is denominated in euro, US$500,000, if denominated in US Dollars, or if denominated in a currency other than euro or US Dollars, the equivalent of S500,000 at the date that the Programme is first publicised. United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. 67 Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms. Public Offer Selling Restriction under the Prospectus Directive In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Circular as completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State: (i) (ii) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than S43,000,000; and (3) an annual net turnover of more than S50,000,000, as shown in its last annual or consolidated accounts; (iii) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or (iv) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (i) to (iv) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. United Kingdom Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended; the FIEL) and each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan. 68 General Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Offering Circular and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer, the Trustee nor any of the other Dealers shall have any responsibility therefor. None of the Issuer, the Trustee and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms. 69 GENERAL INFORMATION Authorisation The establishment of the Programme and the issue of Notes have been duly authorised by a resolution of the Board of Directors of the Issuer dated 8 October 2002. This update of the Programme has been duly authorised by a resolution of the Board of Directors of the Issuer dated 21 November 2008. Listing of Notes This document has been approved by the Financial Regulator as a base prospectus. Application has been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to the Official List and to trading on the regulated market. The Irish Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (2004/39/EC). Documents Available From the date of this Offering Circular, copies of the following documents (with the exception of the documents specified in (iv) which will be available for inspection only) will, when published, be available from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London and Luxembourg: (i) (ii) the Memorandum and Rules of the Issuer and the Act; the consolidated audited financial statements of the Issuer in respect of the financial years ended 31 December 2006 and 31 December 2007, together with any audit or review reports prepared in connection therewith. The Issuer currently prepares audited consolidated and prudential society accounts on an annual basis; (iii) the most recently published audited annual financial statements of the Issuer and the most recently published unaudited interim financial statements (if any) of the Issuer, together with any audit or review reports prepared in connection therewith (at the date of this Offering Circular the Issuer does not publish interim accounts); (iv) the Programme Agreement, the Trust Deed, the Agency Agreement and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons; (v) a copy of this Offering Circular; (vi) any future offering circulars, prospectuses, information memoranda and supplements (save that a Final Terms relating to a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer and the Paying Agent as to its holding of Notes and identity) to this Offering Circular and any other documents incorporated herein or therein by reference; and (vii) in the case of each issue of Notes admitted to trading on the Irish Stock Exchange's regulated market subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document). Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusssels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg. Conditions for determining price The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions. 70 Significant or Material Change Save as disclosed in this Offering Circular, there has been no significant change in the financial or trading position of the Issuer and there has been no material adverse change in the financial position or prospects of the Issuer since 31 December 2007. Legal and Arbitration proceedings The Issuer is not and has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this Offering Circular which may have or have in such period had a significant effect on the financial position or profitability of the Issuer. Auditors The auditors of the Issuer are KPMG, members of the Institute of Chartered Accountants of Ireland, who have reported on the Issuer's accounts, without qualification, in accordance with generally accepted auditing standards in Ireland for each of the two financial years ended on 31 December 2006 and 31 December 2007. Post-issuance information Save as disclosed in the Final Terms, the Issuer will not provide any post-issuance information, except if required by any applicable laws and regulations. Trustee's reliance on Certificates and Reports The Trust Deed provides that any certificate or report of the auditors of the Issuer or any other person called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of the Trust Deed may be relied upon by the Trustee as sufficient evidence of the facts stated therein notwithstanding that such certificate or report and/or any engagement letter or other document entered into by the Trustee in connection therewith contains a monetary or other limit on the liability of the auditors or such other person in respect thereof. 71 ISSUER Irish Nationwide Building Society Nationwide House Grand Parade Dublin 6 TRUSTEE BNP Paribas Trust Corporation UK Limited 55 Moorgate London EC2R 6PA ISSUING AND PRINCIPAL PAYING AGENT BNP Paribas Securities Services, Luxembourg Branch 33 rue de Gasperich Howald-Hesperange L-2085 Luxembourg PAYING AGENT BNP Paribas Securities Services, London Branch 55 Moorgate London EC2R 6PA LEGAL ADVISERS To the Issuer as to Irish law McCann FitzGerald St Michael's House 1 George Yard Lombard Street London EC3V 9DF To the Dealers and the Trustee as to English law Allen & Overy LLP One Bishops Square London E1 6AD AUDITORS To the Issuer KPMG 1 Harbourmaster Place IFSC Dublin 1 DEALERS BNP Paribas 10 Harewood Avenue London NW1 6AA Co?peratieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch Thames Court One Queenhithe London EC4V 3RL J & E Davy Davy House 49 Dawson street Dublin 2 Ireland Danske Bank A/S 2-12 Holmens Kanal DK-1092 Copenhagen K 72 DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main Platz der Republik 60265 Frankfurt am Main Landesbank Baden-W?rttemberg Am Hauptbahnhof 2 70173 Stuttgart UBS Limited 1 Finsbury Avenue London EC2M 2PP LISTING AGENT McCann FitzGerald Listing Services Limited Riverside One Sir John Rogerson's Quay Dublin 2 Ireland 73 IRISH NATIONWIDE