November 28, 1995
The Governor and Company of the Bank of Ireland
Lower Baggot Street,
Deposit Agreement (the “Deposit Agreement”) dated as of November 28, 1995, among
The Governor and Company of the Bank of Ireland (the “Bank”), The Bank of New
York, as Depositary and the Holders of American Depositary Receipts issued thereunder
We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not
otherwise defined herein are used herein as defined in the Deposit Agreement.
We hereby agree that we shall not deliver Shares prior to the receipt and cancellation by us of
We hereby agree that, without the prior consent of the Bank, (i) we will not (a) Pre-release
ADRs or (b) permit any Pre-release to remain outstanding at any time except pursuant to agreements, covenants,
representations or warranties substantively to the effect of Sections 3(a), 3(e), 4, 7(a) and 14 of the ADR Pre-
release Agreement attached hereto (or in lieu of Section 14, we will indemnify the Bank to the same extent that a
counterparty to a Pre-Release would be required by said Section 14 to indemnify the Bank) and (ii) we will
undertake a Pre-release only pursuant to written agreements that meet the requirements of Section 1058(b) of the
United States Internal Revenue Code of 1986, as amended.
We confirm that we currently do not, and do not intend to, make any Pre-release to any person
until such person has undergone the Depositary standard credit review process.
If, after the date hereof, the Depositary’s ADR department is advised by counsel that there has
occurred a material change in the U.S. federal income tax law (including judicial and administrative interpretations
thereof) regarding the treatment of Pre-release, we agree to notify the Bank promptly of such change and to
advise the Bank as to the changes, if any, that we intend to make, or have made, to the Pre-release procedures
then being followed by us as a result of such c