SEC Division of Trading and Markets no-action letter: Bank of Ireland — SEC — US

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
DIVISION OF
TRADING AND MARKETS April 22, 2010
John O'Connor
Sullivan & Cromwell LLP
One New Fetter Lane
London EC4A IAN, England
Re: The Governor and Company of the Bank of Ireland - Exemptive Relief from Rule 102 of Regulation M File No. TP 10- 24 Dear Mr. O'Connor:
In your letter dated April 22, 2010, as supplemented by conversations with the staff, you request on behalf of The Governor and Company of the Bank of Ireland, established in Ireland by charter and having limited liability ("Bank of Ireland"), an exemption from Rule 102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") in connection with the proposed Placing, Rights Issue, and Exchange Offers (collectively, the "Transactions"). You seek an exemption to permit Bank of Ireland and certain Bank of Ireland affiliates to conduct specified transactions outside the United States ("U.S.") in Ordinary Stock and ADSs during the distribution of Ordinary Stock. Specifically, you request that:
(i) the Asset Managers be permitted to continue to engage in asset management activities as described in your letter; (ii) Bank of Ireland Securities Services be permitted to continue to engage in agency securities lending activities as described in your letter; (iii) Bank of Ireland Life be permitted to continue to engage in insurance and pension product related activities as described in your letter; (iv) Bank ofIreland Private Banking be permitted to continue to engage in investment advisory activities as described in your letter; (v) Bank ofIreland Trust Services be permitted to continue to engage in trust and estate administration activities as described in your letter; and (vi) Bank of Ireland Global Markets be permitted to continue to engage in structured product related activities as described in your letter. We have attached a copy of your correspondence to avoid reciting the facts set forth therein. Unless otherwise noted, each defined term in our response has the same meaning as defined in your letter.

John O'Connor, Esq.
April 22, 2010
Response:
Based on the facts and representations that you have made in your letter, but without necessarily concurring with your analysis, the Commission hereby grants Bank of Ireland an exemption from Rule 102 of Regulation M to permit the Asset Managers, Bank of Ireland Securities Services, Bank of Ireland Life, Bank of Ireland Private Banking, Bank of Ireland Trust Services, and Bank of Ireland Global Markets (collectively, the "Companies") to continue to engage in the transactions described in your letter. In particular, in your correspondence you make the following key representations:

During the twelve months ended February 28, 2010, the worldwide average daily
trading volume ("ADTV") of Ordinary Stock was approximately 14.5 million units of Ordinary Stock (including the units of Ordinary Stock represented by ADSs), or approximately €20.8 million (or approximately o.S.$29.9 million at February 26, 2010 exchange rates) in value;
Bank ofIreland's market capitalization as of February 26, 2010, was
approximately €1,189 million (or approximately U.S.$1,612 million at February 26,2010 exchange rates);
The Ordinary Stock represented 3.1% ofthe ISEQ® Overall Index, 34% of the
ISEQ® Financial Index, and 4.1% of the ISEQ® 20 Index as of February 28, 2010;
The principal trading markets for the Ordinary Stock are Ireland and the United
Kingdom ("U.K.") and trading on the ISE and LSE accounted for approximately 66% of the worldwide average trading volume in the Ordinary Stock (including the units of Ordinary Stock represented by ADSs) during the 12 months ended February 28, 2010;
Bank of Ireland has established information barriers to prevent price-sensitive
information from passing between any area in which Market Activities are conducted and any other area of Bank of Ireland in which price-sensitive information relating to the Ordinary Stock, including information relating to the Transactions, would be available;
All of the Market Activities together conducted by the Companies as described in
your letter represented less than 2% of the worldwide average daily trading volume of the Ordinary Stock (including the units of Ordinary Stock represented by ADSs) for the 12 months ended February 28, 2010;

John O'Connor, Esq.
April 22, 2010

Each ofthe Companies conducts the activities for which it is requesting relief
outside the U.S., and
Each ofthe Companies has confirmed that the activities for which it is requesting
relief will be conducted in the ordinary course of its businesses and in accordance with the applicable laws ofIreland, the U.K. and other non-U.S. laws. The exemption is subject to the following conditions:

None ofthe transactions of the Companies described in your letter shall occur in
the U.S.;
All of the transactions described in your letter shall be effected in the ordinary
course of business and not for the purpose of facilitating the Transactions;
The Transactions documents distributed to U.S. holders will disclose the
possibility of, or the intention to make, the transactions described in your letter;
Bank ofIreland and each of the Companies will provide to the Division of
Trading and Markets ("Division"), upon request, a time-sequenced schedule of all such transactions made during the Restricted Period. Such schedule will include:
(a) size, broker (if any), time of execution, and price ofthe transactions; (b) the exchange, quotation system, or other facility through which the transactions occurred, and (c) whether the transactions were made for a customer account of a proprietary account;
Upon request of the Division, Bank ofIreland and each of the Companies will
transmit the information requested in item 4 (above) to the Division at its offices in Washington DC within 30 days of its request;
Bank of Ireland and each of the Companies shall retain all documents and other
information required to be maintained pursuant to this exemption for at least two years following the completion of the Transactions;
Representatives of Bank ofIreland and each of the Companies shall be made
available (in person at the offices of the Commission in Washington, DC or by telephone) to respond to inquiries of the Division relating to their records; and
Except as otherwise exempted by this letter, Bank ofIreland and each of the
Companies will comply with Regulation M.

John O'Connor, Esq.
April 22, 20 I0
The foregoing exemption from Rule 102 of Regulation M is based solely on your representations and the facts presented to the staff and is strictly limited to the application ofthis rule to the proposed transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations. In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, including Sections 9(a) and lOeb), and Rule lOb-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the various transactions. The Division expresses no view with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions. For the Commission,

by the Division of Trading and Markets,

pursuant to delegated authority,

.
/~? Josephine J. Tao
Assistant Director
Attachment

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FRANKFURT. PARIS
LOS ANGELES. NEW YORK. PALO ALTO. WASHINGTON, D.C.
BEIJING. HONG KONG. TOKYO
MELBOURNE. SYDNEY
April 22, 2010
Division of Trading and Markets,

Securities and Exchange Commission,

100 F Street, N.E.,

Washington, D.C. 20549,

United States of America.

Attention: Josephine J. Tao, Assistant Director Re: The Governor and Company ofthe Bank of Ireland: Request for Exemptive Relief from Rule 102 of Regulation M Dear Ms. Tao:
We are writing on behalf of our client, The Governor and Company ofthe Bank of Ireland, established in Ireland by charter and having limited liability ("Bank of Ireland"), about the application of Regulation M to certain transactions by Bank of Ireland and its affiliates (the "Bank ofIreland Affiliates", and each a "Bank ofIreland Affiliate") in the ordinary stock of Bank of Ireland (the "Ordinary Stock"), including in the form ofAmerican Depositary Shares ("ADSs"), each representing the right to receive four units of Ordinary Stock, during the distribution of new units of Ordinary Stock in connection with Bank of Ireland's proposed institutional placing (the "Placing"), rights issue (the "Rights Issue") and debt for equity exchange offers (the "Exchange Offers" and, together with the Placing and the Rights Issue, the "Transactions" and each, a "Transaction") as further described below. Specifically, on behalf of Bank of Ireland, we ask the Commission to grant exemptive relief from Rule 102 ofRegulation M to permit Bank of Ireland and Bank of Ireland Affiliates to continue to engage, in the ordinary course of business as described below and in accordance with applicable local laws, in the following activities during the Restricted Period (as defined below):
LONDON:372225.12
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All partners are etther registered foreign lawyers In England and Wales or solicitors. Regulated by the Sollcttors Regulation Authority.

U.S. Securities and Exchange Commission -2

Trading in Ordinary Stock and Derivatives by the Asset
Managers: Certain Bank ofIreland Affiliates (the "Asset Managers"), including Bank of Ireland Asset Management Ltd. ("Bank ofIreland Asset Management"), manage the assets of mutual funds, pension funds, group trusts, common trusts, other collective investment schemes and segregated investor portfolios. As part oftheir ordinary asset management activities on behalf of their clients (including Bank of Ireland Affiliates), the Asset Managers buy and sell units of Ordinary Stock and derivatives thereon for their customers' accounts. The market activities ofthe Asset Managers are conducted outside the United States, primarily in Ireland and the United Kingdom. 1 Buy and sell orders ofthe Asset Managers are executed through third-party broker-dealers outside the United States, principally in Ireland through the facilities ofthe Irish Stock Exchange (the "ISE") and in the United Kingdom through the facilities of the London Stock Exchange (the "LSE").2
Agency Securities Lending by Bank ofIreland Securities
Services: Bank of Ireland Securities Services, a division ofBank ofIreland offering administration and custodial services to a number offunds and specialized products, engages in agency stock lending transactions, and in the ordinary course of business lends securities, including units of Ordinary Stock and ADSs, to market counterparties for the account of its customers. The market activities of Bank of Ireland Securities Services are conducted solely outside the United States, primarily in Ireland. The purchases of or bids for units of Ordinary Stock or ADSs that may be deemed to result from these market activities may occur on any of a number of exchanges and trading facilities or in over-thecounter transactions around the world. To the extent that Bank ofIreland Affiliates or jurisdictions in which or facilities through which such Affiliates conduct their Market Activities (as defined below) are identified in this letter, such identifications are intended to illustrate the main Bank ofIreland Affiliates, jurisdictions and facilities involved in the Market Activities. Bank ofIreland is requesting reliefto cover the conduct ofthe Market Activities by all Bank ofIreland Affiliates, in all jurisdictions and on all facilities, whether or not such Bank ofIreland Affiliates, jurisdictions or facilities are specifically identified in this letter. However, Bank ofIreland is not requesting relief to cover the conduct of Market Activities in the United States. We have been advised that Bank ofIreland does not engage in broker-dealer activities and all of Bank ofIreland Affiliates' dealing activities are executed via third-party broker-dealers acting as principals or agents. LONDON:372225.12 2

U.S. Securities and Exchange Commission -3

Insurance and Pension Product RelatedActivities by Bank of
Ireland Life: Bank of Ireland's life insurance and pension division ("Bank ofIreland Life"), including Bank ofIreland Life Holdings Ltd. and New Ireland Assurance Company PLC, offers life assurance, protection, pensions and investment products and invests the premiums received from its clients into funds, accounts and portfolios (the "Life Funds") which may contain Ordinary Stock or ADSs. Some ofthe Life Funds are managed by Bank of Ireland Asset Management, while others are managed by thirdparty asset managers appointed by Bank of Ireland Life. Bank of Ireland Life markets and sells insurance products solely outside the United States, primarily in Ireland.
InvestmentAdvisory Activities by Bank ofIreland Private
Banking: Bank ofIreland Private Banking Limited ("Bank of Ireland Private Banking") provides certain wealth management services to high net worth individuals in Ireland. As part ofits ordinary activities, Bank ofIreland Private Banking provides investment advice which may result in clients purchasing investment products, including funds and indices that may contain Ordinary Stock or ADSs. Funds in which Bank ofIreland Private Banking's clients may invest are generally managed by third-party asset managers. Bank ofIreland Private Banking conducts its investment advisory activities solely outside the United States, primarily in Ireland.
Trading in Ordinary Stock by Bank ofIreland Trust Services:
Bank ofIreland Trust Services, a unit of Bank ofIreland, acts as trustee or executor oftestamentary, inter vivos and charitable trusts as well as estates (collectively, the "Trusts and Estates"). While Bank of Ireland Trust Services is currently in the process of exiting its business, as part ofits responsibilities Bank ofIreland Trust Services from time to time arranges the purchase and sale of securities, including units ofOrdinary Stock, for the accounts of the Trusts and Estates upon the advice provided by third-party advisers appointed to provide investment advice in respect ofthe assets ofthe Trusts and Estates. The market activities ofBank of Ireland Trust Services are conducted solely outside the United States, primarily in Ireland.
Structured Product RelatedActivities by Bank ofIreland Global
Markets: Bank ofIreland Global Markets, a unit ofthe Capital LONDON:372225.12

U.S. Securities and Exchange Commission -4
Markets division ofBank of Ireland, originates, designs, markets and sells structured products, for its own account or the account of its customers, including Bank ofIreland Asset Management and Bank of Ireland Private Banking. These structured products include tracker bonds relating to indices or baskets which may contain the Ordinary Stock or ADSs. The market activities of Bank of Ireland Global Markets are conducted solely outside the United States, primarily in Ireland and the United Kingdom. We refer to these activities collectively as the "Market Activities". The availability ofthe exemption that Bank ofIreland is requesting would be conditioned on the disclosure and record-keeping undertakings outlined below. Bank ofIreland has provided us with, and authorized us to make on its behalf, the factual representations set forth in this letter about the market for the Ordinary Stock and ADSs and the activities of Bank of Ireland Affiliates.
I. The Market for the Ordinary Stock and ADSs
As ofFebruary 26,2010, Bank ofIreland had, issued and outstanding, 1,188,611,367 units of Ordinary Stock (including approximately 70 million units represented by ADSs). As ofFebruary 26,2010, Bank ofIreland's market capitalization was approximately £1,189 million (or approximately US$1,612 million at the exchange rates prevailing on February 26,2010), making Bank ofIreland the ninth largest company in the ISEQ® 20 Index, which includes the 20 most liquid and largest capped equities quoted on the ISE, in terms ofmarket capitalization at that time. The worldwide average daily trading volume ofthe Ordinary Stock for the 12 months ended February 28, 2010 was approximately 14.5 million units of Ordinary Stock (including the units of Ordinary Stock represented by ADSs), or approximately £20.8 million (approximately US$29.9 million at the exchange rates prevailing on February 26, 2010) in value. The Ordinary Stock is listed on the official lists ofthe ISE and the U.K. Listing Authority (the "UKLA") and is admitted to trading on the main markets for listed securities on the ISE and the LSE. Ireland and the United Kingdom are the principal trading markets for the Ordinary Stock. During the 12 months ended February 28,2010, the average daily trading volume ofthe Ordinary Stock on the ISE was approximately 5.8 million units of Ordinary Stock, or approximately £9.5 million (approximately US$13.8 million at the exchange rates prevailing on February 26,2010) in value, while the average daily trading volume on the LSE was approximately 3.8 million units of Ordinary Stock, or approximately £6.6 million (approximately US$9.6 million at the exchange rates prevailing on February 26,2010) in value. During the same period, the combined average daily trading volume ofthe Ordinary Stock on the ISE and LSE represented LONDON:372225.12

U.S. Securities and Exchange Commission -5 approximately 66% ofthe worldwide average daily trading volume in the Ordinary Stock (including the units of Ordinary Stock represented by ADSs). The ISE is the principal regulated exchange for the trading of equities and Government bonds in Ireland. Equities are traded on the ISE Xetra® trading platform, which is the electronic system ofthe ISE facilitating trading in order book securities (which include, among others, equity securities admitted to trading on the ISE's main market). The listing ofsecurities on the official list ofthe ISE and the admission to trading on the main market ofthe ISE are subject to the ISE's Listing Rules. The ISE has been delegated authority by the Irish Financial Regulator in respect of certain matters relating to the EU Prospectus Directive and the EU Transparency Directive and operates within the requirements ofthe European directives relating to financial markets, as further described below. A number of key market indices are calculated and published by the ISE. These market indices include, among others, the ISEQ® Overall Index, which is a capitalization-weighted index of all equity securities listed on the official list ofthe ISE (excluding U.K. registered companies), and its sub-indices, including, among others, the ISEQ® Financial Index, which includes equity securities ofthe five financial groups currently quoted on the ISE, and the ISEQ® 20 Index. The Ordinary Stock represented 3.1% ofthe ISEQ® Overall Index, 34% ofthe ISEQ® Financial Index, and 4.1% ofthe ISEQ® 20 Index as ofFebruary 28,2010. The LSE is the principal London exchange for equity and bond trading. The listing of securities is subject to the Listing Rules ofthe UKLA and the LSE's own Admission and Disclosure Standards. The LSE is also a prescribed market for the purposes ofthe market abuse regime in the United Kingdom, as further described below. Units of Ordinary Stock are also traded off-exchange in European OTC markets. During the 12 months ended February 28,2010, the average daily trading volume of units of Ordinary Stock traded off-exchange as reported by Markit BOAT was approximately two million units of Ordinary Stock, or approximately €3.5 million (approximately US$5 million at the exchange rates prevailing on February 26,2010) in value and represented approximately 14% ofthe worldwide average daily trading volume in the Ordinary Stock (including the units of Ordinary Stock represented by ADSs). 3 Bank ofIreland is a foreign private issuer as defined in Rule 3b-4(c) under the Securities Exchange Act of 1934 (the "Exchange Act") and is subject to the information reporting requirements ofthe Exchange Act. The Ordinary Stock and ADSs are listed on the NYSE, although only ADSs are traded on the NYSE. During the 12 Markit BOAT is an aTe trade reporting venue for the European cash equity market. LONDON:372225.12

U.S. Securities and Exchange Commission -6 months ended February 28,2010, the average daily trading volume ofADSs in the United States was approximately 730,000 ADSs, each of which represents four units of Ordinary Stock, or approximately €4.5 million (approximately US$6.5 million at the exchange rates prevailing on February 26,2010) in value. This represented approximately 20% ofthe worldwide average daily trading volume in the Ordinary Stock (including the units ofOrdinary Stock represented by ADSs).
II. The Market Activities for Which Relief Is Sought
Bank ofIreland is one of the largest financial services groups in Ireland with total consolidated assets of€181.1 billion as ofDecember 31, 2009 (approximately US$260.9 billion at the exchange rates prevailing on December 31, 2009). Bank of Ireland provides a broad range of financial services, primarily in Ireland, with selected services being offered in the United Kingdom and internationally. Specifically, Bank of Ireland has a vast network ofretail branches in Ireland providing consumer financial services, as well as a range of banking and financial services, including business and corporate lending, international asset financing, leasing, instalment credit, debt factoring, foreign exchange facilities, interest and exchange rate hedging instruments, executor, trustee, life assurance and pension and investment fund management, fund administration and custodial services and financial advisory services. In the United Kingdom, Bank of Ireland operates mainly through a grouping of businesses consisting ofthe mortgage business, the retail branch network in Northern Ireland, the business bank, which has offices across the United Kingdom and its consumer financial services joint ventures with the U.K. Post Office. The U.K. financial services division provides lending, savings, insurance and investment products to commercial and retail customers. International operations are undertaken by Corporate Banking, which is engaged in international lending, with offices located in the United Kingdom, France, Germany, and the United States; Global Markets, which delivers a range of risk management products to the Bank of Ireland group's customers; and Bank ofIreland Asset Management, which provides investment management services to institutions and pension funds located in Ireland, the United Kingdom and the United States.4 Bank of Ireland has confirmed that the Market Activities, for which it is requesting relief, are permitted under and would be conducted in accordance with applicable Irish, U.K. and other local laws. In addition, Bank ofIreland has confirmed that, for the 12 months ended February 28,2010, all ofthe Market Activities accounted for less than two percent ofthe worldwide average daily trading volume ofthe Ordinary Stock (including units of Ordinary Stock represented by ADSs). We have been advised that Bank ofIreland does not engage in any broker-dealer activities in Ireland or elsewhere. LONDON:372225.12 4

U.S. Securities and Exchange Commission -7
Trading in Ordinary Stock and Derivatives by the Asset Managers. As
part oftheir ordinary asset management activities on behalf oftheir clients (including
Bank ofIreland Affiliates), the Asset Managers buy and sell securities, including units of Ordinary Stock and derivatives thereon, for their clients' accounts. The Asset Managers manage a number offunds, accounts and portfolios, including actively managed funds under balanced or specialist mandates ("Actively Managed Funds") and passive funds requiring the Asset Managers to track the performance of an underlying index or to follow a prescribed investment model ("Passive Funds"). The Asset Managers have broad investment discretion in respect ofthe vast majority ofthe Actively Managed Funds, which are therefore discretionary funds. Only a very limited number ofActively Managed Funds require client instruction or consent prior to making an investment and are therefore non-discretionary. Passive Funds are currently offered in collaboration with State Street Global Advisors ("SSgA"), an indirect subsidiary of State Street Corporation. Under the arrangement with SSgA, the Asset Managers are responsible for the asset allocation, sales and marketing ofthe Passive Funds, while indexation ofthe Passive Funds is performed by SSgA. The Asset Managers manage the assets of a number ofthe Life Funds. In the ordinary course oftheir business, the Asset Managers may also offer investment products structured by Bank of Ireland Global Markets, including tracker bonds linked to the performance of an index or basket of securities which may include the Ordinary Stock. Structured products related market activities are further described below. Under applicable Irish and other applicable law, the Asset Managers have fiduciary or similar duties to oversee the funds' investments in a manner that is in the best interests ofthe beneficiaries ofthe Actively Managed Funds. In addition, the Asset Managers have fiduciary or similar duties to make recommendations as to investments by those Actively Managed Funds that are non-discretionary funds in a manner that is in the best interests ofthe beneficiaries ofthose funds. The Asset Managers also have a contractual duty to follow the investment instructions ofthe beneficiaries ofthe funds. Under the terms and conditions that govern the management ofthe Passive Funds, the Asset Managers are required to replicate, as closely as practicable, the performance of a particular securities market index or to invest the assets ofthe fund according to a prescribed investment model. The index to which a Passive Fund is linked may include the Ordinary Stock, and the investment model which a Passive Fund is required to follow may require the purchase or sale of units of Ordinary Stock. Accordingly, the Asset Managers would be restricted by contract and/or by law from following a directive by Bank ofIreland to cease trading units ofOrdinary Stock or derivatives thereon during the Restricted Period, unless the Asset Managers believed that cessation of such trading was in the best interests oftheir clients. Similarly, the Asset Managers would be
restricted by contract and/or by law from following a Bank ofIreland directive to bid for or purchase units of Ordinary Stock or derivatives thereon LONDON:372225.12

u.s. Securities and Exchange Commission -8 unless they independently concluded that such bids or purchases were in the best interests oftheir clients. The Asset Managers engage in their asset management activities solely in the ordinary course of business and not in contemplation ofthe Transactions. These activities are conducted solely outside the United States, from Bank of Ireland's centralized dealing desk located in Dublin, Ireland. Trades are executed via third-party broker-dealers acting as principals or agents on any of a number of exchanges and trading facilities or in over-the-counter transactions outside the United States, primarily in Ireland through the facilities ofthe ISE and in the United Kingdom through the facilities ofthe LSE.5 Agency Securities Lending by Bank ofIreland Securities Services. Bank of Ireland Securities Services offers administration and custodial services to a number of funds and specialized products, including exchange traded funds, multi-manager funds, hedge funds, fund of hedge funds, and mutual funds. Among others, these services include the arrangement of agency stock lending transactions for the account ofBank of Ireland Securities Services' customers under a global securities lending programme. Under this programme, stock lending transactions occur with market counterparties strictly on an agency basis for the account of Bank ofIreland Securities Services' customers and involve the securities designated by the customers, which may include units of Ordinary Stock or ADSs.6 Bank of Ireland Securities Services engages in its stock lending activities solely in the ordinary course of business on an agency basis and not in contemplation of the Transactions. The purchases of or bids for units ofOrdinary Stock or ADSs that may be deemed to result from these market activities may occur on any of a number of exchanges or in over-the-counter transactions around the world. Insurance andPension Product RelatedActivities by Bank ofIreland Life. Bank ofIreland Life offers life assurance, protection, pensions and investment products and invests the premiums received from its clients in the Life Funds which may contain the Ordinary Stock or ADSs. Some ofthe Life Funds are managed by Bank ofIreland Asset Management, while others are managed by third-party asset managers that are 5 To the extent permitted under applicable U.S. and local law, certain Asset Managers may conduct their Market Activities outside ofthe United States on behalf of customers located in the United States. 6 While Bank ofIreland Securities Services assumes all operational responsibilities for the programme, Bank ofIreland Securities Services does not engage in proprietary or principal stock lending transactions. LONDON:372225.12

U.S. Securities and Exchange Commission -9 appointed by Bank ofIreland Life.7 Bank ofIreland Securities Services acts as custodian for the vast majority ofthe Life Funds. Under Irish and U.K.law, Bank of Ireland Life has a fiduciary duty to the purchasers ofinsurance policies to oversee the investments with respect to those policies in a manner that is in the best interests ofthose purchasers. Bank of Ireland Life's guidelines establish an overall maximum limit on the aggregate holding of units of Ordinary Stock (including units represented by ADSs) across the Life Funds at 40 million units, currently representing less than 3.5% ofthe total number units of Ordinary Stock (including units represented by ADSs) in issue as ofFebruary 26,
2010. As ofthe same date, the Life Funds held an aggregate of approximately 11.1
million units of Ordinary Stock (including units represented by ADSs), representing less than 1% ofthe total number of units of Ordinary Stock (including units represented by ADSs) in issue. Bank of Ireland Life markets and sells insurance and pension products solely in the ordinary course of business and not in contemplation ofthe Transactions. These activities are conducted solely outside the United States, primarily in Ireland. Investment Advisory Activities by Bank afIre/and Private Banking. As
part ofits business activities, Bank ofIreland Private Banking provides investment
advice, which may result in clients purchasing investment products, including funds and indices that may contain the Ordinary Stock or ADSs. Under applicable Irish law, and subject to the terms of any contractual arrangements in effect from time to time between Bank of Ireland Private Banking and its customers, Bank of Ireland Private Banking has a fiduciary duty to conduct its investment advisory management activities in a manner that is in the best interests ofits clients and is restricted by contract and/or by law from taking into account any factors other than the interests ofits clients in providing investment advice. Bank of Ireland Private Banking does not engage in stock broking or stock advisory investment activities, and does not manage clients' portfolios under discretionary mandates. Accordingly, Bank ofIreland Private Banking would be restricted by contract and/or by law from following a directive by Bank of Ireland to cease advising its clients to invest in funds or indices including the Ordinary Stock or ADSs during the Restricted Period, unless Bank ofIreland Private Banking believed that these steps were in the best interests ofits customers. Similarly, Bank ofIreland Private Banking would be restricted by contract and/or by law from following a Bank ofIreland directive to A very small proportion offunds are self-administered funds, which are pension funds arranged and controlled by the relevant policyholder, and not Bank ofIreland Life. Bank ofIreland Affiliates have no control over self-administered funds. Bank ofIreland is not requesting relief to cover the dealings ofthese self-administered funds. LONDON:372225.12 7

U.S. Securities and Exchange Commission -10 advise its clients to purchase funds or indices including the Ordinary Stock or ADSs unless it independently concluded that such advice was in the best interests of its clients. Bank of Ireland Private Banking engages in its investment advisory activities solely in the ordinary course of business and not in contemplation ofthe Transactions. These activities are conducted, solely outside the United States, primarily in Ireland. Trading in Ordinary Stock by Bank ofIreland Trust Services. Bank of Ireland Trust Services provides administration services to the Trusts and Estates. While Bank ofIreland Trust Services is currently in the process of exiting its business, as part of its responsibilities Bank of Ireland Trust Services from time to time arranges the purchase or sale of units of Ordinary Stock for the accounts of Trusts and Estates upon the advice ofthird-party advisers appointed to provide investment advice in respect ofthe assets of the Trust and Estates. Bank ofIreland Trust Services has fiduciary or similar duties under applicable Irish law to administer the Trusts and Estates in accordance with such advice. Bank of Ireland Trust Services does not exercise any investment discretion over the assets ofthe Trusts and Estates. Bank of Ireland Trust Services engages in its trust and estate administration activities solely in the ordinary course of business and not in contemplation ofthe Transactions. These activities are conducted solely outside the United States, primarily in Ireland. Structured Product RelatedActivities by Bank ofIreland Global Markets. Bank of Ireland Global Markets originates, designs, markets and sells structured products for its own account or the account of its customers, including Bank ofIreland Asset Management and Bank ofIreland Private Banking. These structured products include mostly tracker bonds relating to indices or baskets which may contain the Ordinary Stock or ADSs. When originating such structured products, Bank ofIreland Global Markets does not directly buy or sell securities but enters into over-the-counter derivative transactions, including equity swaps, providing an exposure to the return of a given basket or index with counterparty investment banks. Bank ofIreland Global Markets engages in its structured products related activities solely in the ordinary course of business and not in contemplation ofthe Transactions. These activities are conducted solely outside the United States, primarily in Ireland and the United Kingdom. LONDON:372225.12

U.S. Securities and Exchange Commission -11
III. The Transactions8
Bank ofIreland proposes to raise an aggregate of approximately €3 billion (approximately US$4 billion at current exchange rates) through the Transactions expected to be announced on or around April 26, 2010.9 The Transactions are conditional upon the prior approval by Bank of Ireland's ordinary stockholders at an extraordinary meeting expected to take place on or around May 19,2010 (the "Extraordinary General Court"). The Placing will be structured as an offering of units of Ordinary Stock (the "Placing Stock") for an aggregate amount of approximately €1 billion, ofwhich €300 million (approximately US$410 million at current exchange rates) is expected to be underwritten by a syndicate of banks and issued at a discount to the pre-announcement closing price ofthe units of Ordinary Stock and the balance ofwhich, approximately €700 million (approximately US$950 million at current exchange rates), will be acquired by the NPRFC on behalf of Ireland. Arrangements to conditionally place units ofthe Placing Stock are expected to be entered into with institutional investors on or around April 26, 2010, and the closing ofthe Placing is expected to occur on May 19,2010. Purchasers ofthe Placing Stock will be given the opportunity to participate in the Rights Issue. lo The Placing will, however, not be conditional on the Rights Issue proceeding. The combined total amount of capital raised under the Rights Issue and the Exchange Offers is proposed to be approximately €2 billion (US$2.7 billion at current exchange rates). The size ofthe Rights Issue will be adjusted depending upon the outcome ofthe Exchange Offers. 11 The units of Ordinary Stock to be issued in the Rights Offering (the "Rights Issue Stock"), which will be fully underwritten by a syndicate of banks (except for the NPRFC's undertaking to take up its entitlement to Rights Issue Stock), will be offered by way oftradable nil paid rights (the "Rights"). The Rights Issue price per unit and the exercise ratio are expected to be determined in advance ofthe Extraordinary General Court. The subscription period will last approximately 13 The actual amount of proceeds, in the aggregate and for each particular Transaction, and the actual dates of events contemplated in relation to the Transactions in this Section III may vary. 9 The Transactions will also involve the acquisition ofunits of Ordinary Stock by the National Pensions Reserve Fund Commission (the "NPRFC"), which holds Ireland's stake in Bank of Ireland, by way of conversion of preferred stock issued to NPRFC in 2009. 10 Bank ofIreland expects to determine the number and price of units ofPlacing Stock on or about April 24, 2010 prior to announcement ofthe Transactions. 11 The size ofthe Rights Issue is expected to be reduced by (i) the capital gain realized by Bank of Ireland in the Exchange Offers and (ii) the amount ofunits of Ordinary Stock issued to holders exercising the stock option included in the Exchange Offers prior to a certain date.
LONDON:372225.l2

U.S. Securities and Exchange Commission -12 business days from the allocation date ofthe Rights, which is currently expected to occur on or around May 19,2010. Rights may be exercised at any time during the subscription period. For approximately 13 trading days during the subscription period, the Rights will be traded on both the ISE and the LSE. Units of Rights Issue Stock that are not taken up in the Rights Issue are expected to be offered by the joint bookrunners on or about the business day after the subscription period ofthe Rights Issue ends to investors at a price per unit ofOrdinary Stock that is at least equal to the aggregate ofthe Rights Issue price and the expenses of procuring such investors (the "Rump Offering"). To the extent units ofRights Issue Stock are not so placed in the Rump Offering, they will be subscribed for by the underwriters and sub-underwriters (if any) at the Rights Issue price. Closings ofthe Rights Issue and Rump Offering are expected to occur on or about June 8, 2010 and June 15,2010, respectively. The Exchange Offers will provide certain holders of certain Tier 1 and Upper Tier 2 securities issued or guaranteed by Bank of Ireland with the opportunity to exchange these securities for securities mandatorily exchangeable for units of Ordinary Stock (the "Debt for Equity Stock") or cash or a mix of units of Debt for Equity Stock and cash. The value of Debt for Equity Stock and cash proceeds for exchanging holders will incorporate a discount to the nominal value of the securities to be exchanged. To deliver cash to exchanging holders, Bank of Ireland will issue units of Ordinary Stock as
part ofthe Rights Issue the proceeds from the sale of which will be paid directly to the
relevant holders, and not to Bank of Ireland. To the extent that holders receive units of Ordinary Stock, Bank ofIreland will issue a new security automatically exchangeable into units of Ordinary Stock. The acceptance period for the U.S. Exchange Offer is scheduled to last approximately 31 business days, while the acceptance period for the non-U.S. Exchange Offer is scheduled to last approximately nine business days. Bank ofIreland expects to apply for admission ofthe units ofPlacing Stock, Rights Issue Stock and Debt for Stock to listing on the official lists ofthe ISE and the UKLA and trading on the main markets ofthe ISE and the LSE for listed securities. Under each Transaction, units of Ordinary Stock will be offered to investors outside the United States in accordance with Regulation S under the Securities Act of 1933 (the "Securities Act"), and units of Ordinary Stock will be offered in private transactions in the United States solely to investors that are qualified institutional buyers ("QIBs") within the meaning ofRule 144A under the Securities Act. No Bank ofIreland Affiliate will participate in any ofthe Transactions as a distribution participant. LONDON:372225.12

u.s. Securities and Exchange Commission -13
IV. Application of Regulation M
In connection with the Transactions, Bank ofIreland will offer units of Placing Stock, Rights Issue Stock and Debt for Equity Stock to QIBs. As a result, Bank of Ireland will be considered to be engaged in a distribution in the United States for purposes of Regulation M. Subject to enumerated exceptions, Rule 102 ofRegulation M makes it unlawful for an issuer or affiliated purchaser, directly or indirectly, to bid for, purchase, or attempt to induce any person to bid for or purchase a covered security during the applicable restricted period. Bank of Ireland has assumed that, under Regulation M, the restricted period for the distribution (the "Restricted Period") will commence one business day prior to the pricing ofthe Placing and end upon completion ofthe Transactions. 12 The Restricted Period, therefore, is likely to last approximately seven to eight weeks. As subsidiaries or separately identifiable departments of Bank of Ireland that regularly purchase securities for their own accounts and/or the accounts of others or recommend and exercise investment discretion with respect to the purchase of securities, Bank ofIreland Affiliates may be deemed to be "affiliated purchasers" ofthe issuer, as defined in Rule 100 of Regulation M. 13 Accordingly, their market activities may be subject to Rule 102 throughout the Restricted Period. No Bank of Ireland Affiliate will participate in the Transactions as a distribution participant and, therefore, Rule 101 will not apply. As such, Bank of Ireland requests relief for the Market Activities under Rule 102. Under Rule 102, Bank of Ireland Affiliates would not be permitted to bid for or purchase, or attempt to induce any person to bid for or purchase, units of Ordinary Stock or ADSs during the Restricted Period, except to the extent that one ofthe specified exceptions under the applicable rule is available. There are no exceptions available under Rule 102 that would permit Bank ofIreland Affiliates to engage in the Market Activities described in Section II ofthis letter. Therefore, without the requested exemptive relief, Bank of Ireland Affiliates would not be permitted to engage in their respective activities for the entire duration ofthe Restricted Period. 12 The exact date at which the Transactions will be completed depends upon a number of factors, including, among others, whether or not the Rump Offering takes place and the acceptance period ofthe U.S. Exchange Offer is extended. 13 Certain Bank ofIreland Affiliates may qualitY for the exception to the definition of "affiliated purchaser" set forth in paragraphs (3)(i)-(iii) thereof, but insofar as at least some Bank ofIreland Affiliates have officers and employees in common with Bank ofIreland that direct, effect or recommend transactions in securities, the exception will not be available to all Bank oflreland Affiliates. LONDON:372225.12

u.s. Securities and Exchange Commission -14
The Asset Managers have fiduciary or similar duties under applicable local law to invest the assets ofthe Actively Managed Funds in the best interests ofthe beneficiaries ofthose funds. Accordingly, the Asset Managers would be restricted by those duties from trading in units of Ordinary Stock or derivatives thereon unless they believed that such trading was in the best interests ofthe Actively Managed Funds' beneficiaries. In addition, the Asset Managers have contractual obligations to invest the assets ofPassive Funds according to the instructions ofthe beneficiary or in a prespecified manner. Accordingly, the Asset Managers would be restricted by those obligations from trading in units of Ordinary Stock or derivatives thereon unless doing so would comply with the terms and conditions that govern the management of such Passive Funds. The activities of Bank of Ireland Securities Services do not constitute bids for, purchases of or inducements to make bids for or purchases units of Ordinary Stock or ADSs in the traditional sense. Nevertheless, Bank ofIreland believes that the stock lending activities could be asserted to be an attempt to induce bids or purchases because a customer may purchase units of Ordinary Stock or ADSs from a third party in anticipation oflending them through Bank ofIreland Securities Services' global securities lending programme. Bank of Ireland therefore seeks exemptive relief in order to continue these activities during the Restricted Period. Because stock lending transactions conducted by Bank ofIreland Securities Services on an agency basis are intended only to facilitate customer transactions and do not themselves involve the sale or purchase of units of Ordinary Stock or ADSs, Bank of Ireland believes it is unlikely that the activities of Bank of Ireland Securities Services would have a significant effect on the market price ofthe Ordinary Stock and/or ADSs. The Life Funds marketed and sold by Bank of Ireland Life are managed by Bank ofIreland Asset Management or third-party asset managers appointed by Bank of Ireland. These asset managers have fiduciary or similar duties under applicable local law to invest the insurance premiums in the best interests ofthe policyholders. In addition, Bank ofIreland believes that given the overall holding limit currently set across the Life Funds at less than 3.5% ofthe total number of units ofOrdinary Stock (including units represented by ADSs) in issue, and given that Bank ofIreland Life markets and sells the Life Funds in the ordinary course of business, bids for and purchases of units of Ordinary Stock and ADSs that may be deemed to derive from Bank ofIreland Life's activities are unlikely to have a significant effect on the market price ofthe Ordinary Stock and/or ADSs. As of February 26,2010, the Life Funds held in aggregate less than 1% ofthe total number of units of Ordinary Stock (including units represented by ADSs) in issue. Bank of Ireland Private Banking has fiduciary
or similar duties under applicable local law to provide investment advice to its clients in their best interests. Accordingly, Bank of Ireland Private Banking would be restricted by such duties from LONDON:372225.12

U.S. Securities and Exchange Commission -15 advising its clients to invest in funds and indices including the Ordinary Stock or ADSs unless Bank of Ireland Private Banking believed that such investments were in the best interests of its clients. Bank of Ireland Private Banking does not engage in stock broking or stock advisory investment activities, and does not manage clients' portfolios under discretionary mandates. Similarly, Bank ofIreland Trust Services has fiduciary or similar duties under applicable local law to arrange the purchase and sale of units of Ordinary Stock or ADS for the account ofthe Trusts and Estates in accordance with the investment advice provided by appointed third party advisers managing the assets ofthe Trusts and Estates. Bank of Ireland Trust Services does not exercise any investment discretion over the assets ofthe Trusts and Estates. The origination, design, marketing and sale of structured products by Bank of Ireland Global Markets does not constitute bids for or purchases of units of Ordinary Stock or ADSs. Nevertheless, Bank ofIreland believes that structured product-related activities could be seen as an attempt to induce counterparty investment banks to hedge themselves and/or unwind hedges and possibly purchase or sell units of Ordinary Stock or ADSs. Because structured products are generally tailored instruments marketed and sold to a limited number of customers, Bank of Ireland believes that any purchases of or bids for units ofOrdinary Stock or ADSs that may be deemed to result from these activities has not had and will not have any significant effect on the market price ofthe Ordinary Stock and/or ADSs. All ofthe foregoing activities historically have represented a small proportion of all trading in units ofthe Ordinary Stock (including units represented by ADSs), and for the 12 months ended February 28,2010, Bank ofIreland believes that the average daily volume ofthe Ordinary Stock traded pursuant to all the foregoing activities combined represented less than two percent ofthe worldwide average daily trading volume ofthe units ofOrdinary Stock (including units of Ordinary Stock represented by ADSs). Bank of Ireland also notes that it has established information barriers to prevent price-sensitive information from passing between any area in which Market Activities are conducted and any other area of Bank ofIreland in which price-sensitive information relating to the Ordinary Stock, including information relating to the Transactions, would be available. Accordingly, during restricted periods prior to announcements of earnings results or other material developments that have not yet become public, the Bank of Ireland Affiliates are generally able to continue their respective Market Activities. Bank of Ireland will continue to maintain these information barriers during the distribution ofthe Placing Stock, Rights Issue Stock and Debt for Equity Stock in connection with the Transactions. Furthermore, the Bank
of Ireland Affiliates will continue to conduct their Market Activities in the ordinary course of LONDON:372225.12

u.s. Securities and Exchange Commission -16 business, and any involvement in those activities by senior management will take place in the ordinary course of business and will not be intended to influence the Market Activities in light of the Transactions. The Market Activities described in this letter are important aspects of the Bank of Ireland business and, therefore, interrupting those activities for such an extended period could have an adverse impact on Bank ofIreland's business. The Ordinary Stock and ADSs would easily qualify as actively traded securities that are exempt under Rule 101(c)(1) of Regulation M, with an average daily trading volume in the 12 months ended February 28, 2010 of approximately €20.7 million (or approximately US$28.5 million at the exchange rates prevailing on February 26,2010) and a public float value significantly in excess ofUS$1.9 billion as of February 26, 2010. 14 Regulation M normally would not interfere with market-making and other market activities in actively traded securities, such as the Ordinary Stock and ADSs. However, because the Bank ofIreland Affiliates are affiliated purchasers of the issuer, they may not rely on the actively traded securities exception to do what affiliates of large U.S. issuers are normally allowed to do during distributions by those issuers. In addition, while the exemption for transactions in Rule 144A securities under Rule 102(b)(7) would not be available, the Transactions will be made in the United States only to QIBs in private placement transactions exempt from registration. Therefore, a key element of the rationale for this exemption would apply with regard to the Transactions nonetheless: the U.S. distribution will be made in private placements solely to QIBs, which are large, sophisticated investors that are able to "obtain, consider and analyze market information" and are therefore able to understand and minimize the risks that are the focus of Regulation M. 15 Bank of Ireland believes that the risk of market manipulation by Bank of Ireland Affiliates is limited by: (1) the information barrier policies and procedures that they have in place; (2) the fiduciary duties to which certain Bank of Ireland Affiliates are subject; (3) the fact that the Market Activities are ordinary course market activities of the Bank of Ireland Affiliates rather than activities commenced or managed in contemplation of the Transactions; (4) the fact that the Transactions are being conducted and trading by Bank of Ireland Affiliates is subject to and will be conducted in accordance with applicable Irish, U.K. and other laws; (5) the fact that the Transactions will be made in 14 Bank of Ireland's free float as of February 26,2010 is calculated based on 1,004,216,989 units of Ordinary Stock admitted to the official list ofthe ISE, and does not include 184,394,378 units issued and allotted to the NPRFC on February 22, 2010, which have not yet been admitted to the official list ofthe ISE. 15 See
Release No. 34-38067 (December 20, 1996). LONDON:372225.12

U.S. Securities and Exchange Commission -17 the United States only to QIBs, which are large, sophisticated investors able to obtain, consider and analyze market information; and (6) as discussed in greater detail below, applicable Irish and U.K. laws provide important safeguards against the type ofrisk of abuse that Regulation M is designed to prevent. For the foregoing reasons, Bank ofIreland asks the Staffto provide an exemption from Regulation M that would allow Bank ofIreland Affiliates to continue to engage in the Market Activities during the Restricted Period.
v. The Irish Market Regulatory Regime16
The key legislation governing market activities and market conduct in Ireland is the EU Market Abuse Directive and the EU Stabilisation and Buybacks Regulation, as implemented in Ireland by Part 4 ofthe Investment Funds, Companies and Miscellaneous Provisions Act 2005 and the Market Abuse (Directive 2003/6/EC) Regulations 2005. In addition, companies listed on the official list ofthe ISE, such as Bank of Ireland, must comply with the relevant obligations under the Listing Rules ofthe ISE, and companies admitted to trading on a regulated market in Ireland (being the main market ofthe ISE) must comply with the provisions ofthe Transparency (Directive 2004/109/EC) Regulations 2007 (the "Transparency Regulations") and the Transparency Rules ofthe Irish Financial Services Regulatory Authority (the "Financial Regulator") in order to meet the transparency and disclosure obligations required under the Irish regulatory regime. The enforcement body for compliance in market activities and market conduct is the Financial Regulator, who has the power to investigate offences under the market abuse regime and can appoint inspectors to investigate and report on suspected offences. The Financial Regulator is also the competent authority for the monitoring and enforcement ofthe Transparency Regulations (although it has delegated certain of its functions as competent authority to the ISE), while the ISE has been delegated authority by the Financial Regulator for the monitoring and enforcement ofthe Listing Rules. The handling ofprice sensitive information in Ireland is governed by the market abuse regime (which relates to dealing in, encouraging others to deal in and disclosing of price sensitive or "inside" information in relation to price-affected securities as well as targets, amongst other things, behavior resulting in the illegitimate manipulation or distortion of a qualifying market and imposes both civil and criminal liability). Information included in Section V ofthis letter has been provided by Irish counsel for Bank of Ireland. LONDON:372225.12 16

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The Listing Rules and the market abuse legislation also include restrictions on the times and prices at which market purchases may be made. Companies in Ireland whose shares are traded on the main market ofthe ISE must comply with the notification rules set out in the Transparency Regulations. The regulations require direct and indirect shareholders ofissuers whose shares are traded on a regulated market (such as Bank of Ireland) (as well as holders of certain types of financial instrument relating to those shares) to inform the issuer and the ISE of any changes to major holdings in the issuer's shares. Notifications are to be made by holders to issuers such as Bank ofIreland not later than two trading days where any holder reaches, exceeds or falls below 3% or any whole percentage figure above 3%. An issuer must on receipt of a notification from a holder make public all information contained in the notification as soon as possible and in any event by no later than the end ofthe trading day following receipt ofthe notification. In order to allow holders to establish whether they need to notify their holding, an issuer must announce the total number of voting rights and capital for each class ofshares which it issues (or which it holds as treasury shares) at the end of each calendar month in which there has been a change.
VI. The U.K. Market Regulatory Regimel7
The key legislation and regulation governing market activities and market conduct in the United Kingdom is the Financial Services and Markets Act 2000 (the "FSMA"), the Criminal Justice Act 1993 (the "CJA") and the Code of Market Conduct (the "Code"), as well as the EU Financial Services Action Plan with its measures, the EU Market Abuse Directive (2003/6/EC) and the EC Commission Regulation as regards exemptions for buy-backs and stabilization (2273/2003). In addition, companies listed on the U.K. Official List, such as Bank ofIreland, must comply with the relevant obligations under the Listing Rules, and companies admitted to trading on a regulated market in the United Kingdom (which includes the main market ofthe LSE) must comply with the Disclosure and Transparency Rules (the "DTR") ofthe U.K. Financial Services Authority (the "FSA") in order to meet the transparency and disclosure obligations required under the United Kingdom regulatory regime. The principal enforcement body for transparency and compliance in market activities and market conduct is the FSA, although the U.K. Department for Business, Innovation and Skills has the power to investigate offences under the insider dealing regime and can appoint inspectors to investigate and report on suspected Information included in Section VI ofthis letter has been provided by U.K. counsel for Bank of Ireland. LONDON:372225.12 17

u.s. Securities and Exchange Commission -19 offences. The FSA, in its capacity as the UKLA, is the competent authority for the monitoring and enforcement ofthe Listing Rules and the DTR. The handling of price sensitive information in the United Kingdom is governed by the CJA insider dealing regime (which relates to dealing in, encouraging others to deal in and disclosing ofprice sensitive information in relation to price-affected securities and imposes criminal sanctions). This regime is supplemented by the market abuse regime under the FSMA and the Code (which targets, amongst other things, behavior resulting in the illegitimate manipulation or distortion of a qualifying market and imposes civil liability) and the DTR (which, amongst other things, require prompt disclosure ofinside information to the market, subject to certain limited exceptions). The Listing Rules, the Code and the EC Commission Regulation as regards exemptions for buy-backs and stabilization, which is substantially annexed to the Code, also include restrictions, amongst other things, on the times and prices at which market purchases may be made. Companies in the United Kingdom whose shares are traded on a regulated market such as the LSE must comply with the vote holder and issuer notification rules under Chapter 5 ofthe DTR Rules. The rules require direct and indirect shareholders of issuers whose shares are traded on a regulated market (as well as holders of certain types of financial instrument relating to those shares) to inform the issuer and the FSA of any changes to major holdings in the issuer's shares. In particular, a listed company which acquires, or disposes of, its own shares must make public the percentage of voting rights attributable to those shares which it holds in treasury as a result ofthe transaction as a whole as soon as possible, but in any event not later than four trading days following the acquisition, or disposal, where that percentage reaches, exceeds or falls below the thresholds of 5% or 10% ofthe voting rights.
VII. Relief Requested
As discussed above, Bank of Ireland is seeking exemptive relief from the application ofRule 102 ofRegulation M to permit the Asset Managers, Bank of Ireland Securities Services, Bank ofIreland Life, Bank of Ireland Private Banking, Bank of Ireland Trust Services and Bank of Ireland Global Markets to continue to engage in the Market Activities described in Section II ofthis letter during the Restricted Period. All ofthese activities would be conducted in accordance with applicable local law and in the ordinary course of business in Ireland, the U.K. and other non-U.S. markets. As a condition to the relief being requested, Bank of Ireland will provide disclosure to investors located in the United States and holders ofADSs worldwide that is substantially similar to the following:
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"During the distribution of Placing Stock, Rights Issue Stock and Debt for Equity Stock (including in the form of ADSs), Bank of Ireland and certain of its affiliates have engaged and intend to continue to engage in various dealing activities involving units of Ordinary Stock (including in the form of ADSs). Among other things, Bank of Ireland and certain of its affiliates (l) have purchased and sold and intend to continue to purchase and sell units of Ordinary Stock and derivatives thereon as part of their ordinary asset management activities; (2) have arranged and intend to continue to arrange agency lending transactions of units of Ordinary Stock and ADSs; (3) have marketed and sold and intend to continue to market and sell to customers funds, portfolios and accounts which include units of Ordinary Stock or ADSs; (4) have advised and intend to continue to advise customers to invest in funds, indices or baskets which may include the Ordinary Stock or ADSs; (5) have engaged and intend to continue to engage in transactions in units of Ordinary Stock as trustees and/or personal representatives oftrusts and estates; and (6) have marketed and sold and intend to continue to market and sell structured products relating to indices or baskets which may include the Ordinary Stock or ADSs. All of these activities have occurred and are expected to continue to occur in Ireland, the United Kingdom and elsewhere outside the United States." As a further condition to the relief being requested, Bank of Ireland will undertake to keep records ("Records") ofthe date and time at which any units of Ordinary Stock and ADSs are purchased or sold, the market in which the purchase or sale is effected, the amount of units of Ordinary Stock or ADSs purchased or sold and the price of purchase or sale, for each purchase or sale of units of Ordinary Stock or ADSs that Bank of Ireland and the Bank of Ireland Affiliates make during the Restricted Period (this information will not include any client-specific data, the disclosure of which may be restricted under local law). Bank ofIreland will maintain the Records for a period oftwo years following the end ofthe Restricted Period. Upon the written request ofthe Director ofthe Division ofTrading and Markets ofthe SEC, Bank ofIreland will make the relevant records available at the SEC's offices in Washington, D.C. In connection with the relief requested by Bank of Ireland in this letter, please note that the Commission granted similar relief to ING under the exemptive letter ofNovember 19,2009; Barclays PLC under the exemptive letters ofJune 16,2008 and August 7, 2007; UBS AG under the exemptive letters of May 16, 2008 and April 22, 2008; The Royal Bank of Scotland Group pic and ABN AMRO Holding N.V. under the LONDON:372225.12

u.s. Securities and Exchange Commission -21 exemptive letters ofApril 21, 2008 and July 23,2007; ABN AMRO Holding N.V. under the exemptive letter ofAugust 7,2007; and Allianz SE under the exemptive letters of March 23,2007 and April 10, 2003.

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If you have any questions or require any additional information, please contact me at 011 (44) 2079598515. Sincerely yours, ~!m~ cc: Paul Dudek, Esq. (Division of Corporation Finance Securities and Exchange Commission) Brian Kealy

Gabrielle Ryan

(The Governor and Company of the Bank of Ireland)

LONDON:372225.12