Governor & Co of the Bank of Ireland Sample Contracts

Governor & Co of the Bank of Ireland – PURCHASE AGREEMENT in connection with €1,300,000,000 10.24 per cent. Perpetual Non-Cumulative Notes (the “Notes”) issued by Baggot Securities Limited and secured over 1,300,000,000 units of the 2009 Preference Stock of The Governor and Company of the Bank of Ireland (the “Preference Stock”) and certain undertakings relating to the redemption and/or repurchase thereof (September 30th, 2014)

This Agreement sets out the arrangements between the Issuer, the NPRFC, the Minister, the Company and the Banks in relation to the issue of the Notes by the Issuer and the delivery of the Preference Stock by the NPRFC to the Issuer under which, inter alia, the Banks will severally but not jointly and severally procure purchasers, failing which purchase and pay, for the respective principal amount of the Offer Notes (in respect of each Bank, the “Relevant Notes”) set out against their name in Annex A from the Issuer. As used herein, “Offer Notes” means €1,300,000,000 in principal amount of the Notes or such greater principal amount of Notes as may be agreed by the parties hereto in accordance with Clause 1(c).

Governor & Co of the Bank of Ireland – PURCHASE AGREEMENT in connection with €1,300,000,000 10.24 per cent. Perpetual Non-Cumulative Notes (the “Notes”) issued by Baggot Securities Limited and secured over 1,300,000,000 units of the 2009 Preference Stock of The Governor and Company of the Bank of Ireland (the “Preference Stock”) and certain undertakings relating to the redemption and/or repurchase thereof (March 31st, 2014)

This Agreement sets out the arrangements between the Issuer, the NPRFC, the Minister, the Company and the Banks in relation to the issue of the Notes by the Issuer and the delivery of the Preference Stock by the NPRFC to the Issuer under which, inter alia, the Banks will severally but not jointly and severally procure purchasers, failing which purchase and pay, for the respective principal amount of the Offer Notes (in respect of each Bank, the “Relevant Notes”) set out against their name in Annex A from the Issuer. As used herein, “Offer Notes” means €1,300,000,000 in principal amount of the Notes or such greater principal amount of Notes as may be agreed by the parties hereto in accordance with Clause 1(c).

Governor & Co of the Bank of Ireland – SUBSCRIPTION AGREEMENT (March 27th, 2013)
Governor & Co of the Bank of Ireland – NATIONAL ASSET MANAGEMENT AGENCY THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN SCHEDULE 1 HERETO NATIONAL ASSET MANAGEMENT AGENCY INVESTMENT LIMITED SUBSCRIPTION AGREEMENT (March 27th, 2013)
Governor & Co of the Bank of Ireland – NATIONAL ASSET MANAGEMENT AGENCY THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN SCHEDULE 1 HERETO NATIONAL ASSET MANAGEMENT AGENCY INVESTMENT LIMITED SHAREHOLDERS AGREEMENT (March 27th, 2013)
Governor & Co of the Bank of Ireland – THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (March 27th, 2013)
Governor & Co of the Bank of Ireland – COUNTER INDEMNITY AGREEMENT (March 27th, 2013)
Governor & Co of the Bank of Ireland – Dated 2011 THE MINISTER FOR FINANCE and THE NATIONAL PENSIONS RESERVE FUND COMMISSION and THE NATIONAL TREASURY MANAGEMENT AGENCY and THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND and THE SPONSORS and THE JOINT BOOKRUNNERS (June 24th, 2011)
Governor & Co of the Bank of Ireland – THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND and THE SPONSORS and THE JOINT BOOKRUNNERS and THE PLACING AGENTS and THE UNDERWRITERS PLACING AND RIGHTS ISSUE UNDERWRITING AND SPONSORS’ AGREEMENT Herbert Smith LLP (June 14th, 2010)
Governor & Co of the Bank of Ireland – DATED 26 APRIL 2010 THE MINISTER FOR FINANCE THE NATIONAL PENSIONS RESERVE FUND COMMISSION THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND TRANSACTION AGREEMENT DUBLIN (CA104667.1) (June 14th, 2010)
Governor & Co of the Bank of Ireland – INDENTURE between THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent Dated as of [•], [•] Undated Subordinated Notes (July 15th, 2008)

THIS INDENTURE, dated as of [•], [•], is entered into between The Governor and Company of the Bank of Ireland (the “Company”), as issuer, and The Bank of New York Mellon, as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent (each as defined herein).

Governor & Co of the Bank of Ireland – INDENTURE (July 15th, 2008)

EXHIBIT 4.1 INDENTURE between THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Issuer, and The Bank of New York, as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent Dated as of December 8, 2006 Reconciliation and tie between Trust Indenture Act of 1939, as amended, and this Indenture Trust Indenture Act Section Indenture Section --------------------------- ----------------- Section 310(a) 7.11 (b)

Governor & Co of the Bank of Ireland – FORM OF GLOBAL NOTE (July 15th, 2008)

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Governor & Co of the Bank of Ireland – INDENTURE between THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent Dated as of [•], [•] Dated Subordinated Notes (July 15th, 2008)

THIS INDENTURE, dated as of [•], [•], is entered into between The Governor and Company of the Bank of Ireland (the “Company”), as issuer, and The Bank of New York Mellon, as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent (each as defined herein).

Governor & Co of the Bank of Ireland – FORM OF DEFINITIVE NOTE (July 15th, 2008)

THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE HOLDER (AS DEFINED IN THE INDENTURE) HEREOF. THIS NOTE IS NOT EXCHANGEABLE FOR A GLOBAL NOTE (AS DEFINED IN THE INDENTURE).

Governor & Co of the Bank of Ireland – INDENTURE (December 8th, 2006)

EXHIBIT 4.1 INDENTURE between THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Issuer, and The Bank of New York, as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent Dated as of December 8, 2006 Reconciliation and tie between Trust Indenture Act of 1939, as amended, and this Indenture Trust Indenture Act Section Indenture Section --------------------------- ----------------- Section 310(a) 7.11 (b)

Governor & Co of the Bank of Ireland – Dated the th day of 2006 The Governor and Company of the Bank of Ireland and the Trustees as defined within DEED OF AMENDMENT and RULES of the BANK OF IRELAND GROUP STAFF STOCK ISSUE — 2006 SCHEME (September 11th, 2006)
Governor & Co of the Bank of Ireland – BANK OF IRELAND RESTRICTED STOCK PLAN — 2006 Established by the Bank in General Court On • 2006 (September 11th, 2006)

In this Plan, the words and expressions set out below shall have the meaning specified unless otherwise specifically provided and references to “Acts” refer to Acts of the Oireachtas and any references to a provision of an Act of the Oireachtas shall include any amendment, modification, re-enactment or extension of its for the time being in force.

Governor & Co of the Bank of Ireland – BANK OF IRELAND GROUP EXECUTIVE STOCK OPTION SCHEME — 2004 (August 29th, 2005)
Governor & Co of the Bank of Ireland – TERMS & CONDITIONS OF APPOINTMENT FOR NON-EXECUTIVE DIRECTORS OF THE GOVERNOR & COMPANY OF THE BANK OF IRELAND (August 29th, 2005)

The following terms and conditions of appointment to the Court are designed to establish clarity of expectations between Non-Executive Directors (NEDs) and the Bank. For avoidance of doubt, it is agreed that this appointment is a contract for services and is not a contract of employment.

Governor & Co of the Bank of Ireland – LONG TERM INCENTIVE PLAN - 2004 (July 26th, 2004)

EXHIBIT 4.3 BANK OF IRELAND GROUP LONG TERM INCENTIVE PLAN - 2004 To be tabled for approval at the Annual General Court on 7 July 2004 CONTENTS Page 1. DEFINITIONS AND INTERPRETATION.........................................1 2. ELIGIBILITY............................................................2 3. GRANT OF AWARDS........................................................2 4. LIMITS.................................................................3 5. ISSUE OR TRANSFER OF SHARES TO PARTICIPANTS; TERMINATION OF AWARDS.....4 6. TAKE-OVER, RECONSTRUCTION AND WINDING - UP.............................6 7. VARIATION OF CAPITAL...................................................7 8. ALTERATIONS.....