S.I. No. 557 of 2006

ORDER

entitled

Central Bank Act 1971 (Approval of Scheme of AIB Finance Limited and Allied Irish Banks, p.l.c.) Order 2006

Made by the Minister for Finance

WHEREAS AIB Finance Limited (-�Transferor-�) having its registered office at Bankcentre, Ballsbridge, Dublin 4, and being the holder of a licence under the Central Bank Act 1971 (No. 24 of 1971) has agreed with Allied Irish Banks, p.l.c. (-�Transferee-�) having its registered office at Bankcentre, Ballsbridge, Dublin 4, and being the holder of a licence under that Act to transfer to the Transferee certain banking business to which the licence of the Transferor relates:

AND WHEREAS on 29 August 2006 the Transferor and the Transferee submitted to the Minister for Finance for his approval a Scheme for the transfer made by the Transferor and the Transferee on 28 August 2006:

NOW I, Brian Cowen, Minister for Finance, after consultation with the Central Bank and Financial Services Authority of Ireland and, in respect of Articles 4 to 7 of the following Order, at the request of the Transferor and the Transferee, in exercise of the powers conferred on me by section 33 of the Central Bank Act 1971 , hereby order as follows:

1.        This Order may be cited as the Central Bank Act 1971 (Approval of Scheme of AIB Finance Limited and Allied Irish Banks, p.l.c.) Order 2006.

2.        In this Order -

-�Agreement-� means the Agreement for Transfer of Banking Business dated 28 August 2006 entered into between the Transferor and the Transferee providing for the transfer of the Business, including, without limitation, the Assets (as defined in the Agreement), from the Transferor to the Transferee;

-�Business-� means the banking business of the Transferor agreed to be transferred to the Transferee under the Scheme;

-�Excluded Property-� means those assets and liabilities of the Transferor that do not form part of the assets and liabilities to be transferred to the Transferee under the Scheme, which assets and liabilities are more fully described in the First Schedule to the Agreement;

-�Minister-� means Minister for Finance;

-�Scheme-� means the scheme submitted to the Minister for his approval by the Transferor and the Transferee under section 33 of the Central Bank Act 1971 and which is set out in the Second Schedule to the Agreement;

-�transfer date-� means 1 January 2007 or such later date as the Transferor and the Transferee may agree in writing in accordance with the Scheme;

-�Transferee-� means Allied Irish Banks, p.l.c.;

-�Transferor-� means AIB Finance Limited.

3.        The Minister approves of the Scheme.

4.        All books and other documents which would, before the transfer date, have been evidence in respect of any matter for or against the Transferor, shall be admitted in evidence in respect of the same matter for or against the Transferee on and from the transfer date.

5.        (1)        On and from the transfer date -

(a)     the Bankers' Books Evidence Acts 1879 to 1989 continue to apply with respect to any books of the Transferor transferred to the Transferee in connection with the Business and to entries made in those books before the transfer date as if such books were the books of the Transferee, and

(b)     for the purposes of section 4 of the Bankers' Books Evidence Act 1879, any book to which that Act applies by virtue of subparagraph (a), on being proved to be in the custody of the Transferee, is deemed to be one of the ordinary books of the Transferee and any entry in such book purporting to have been made before the transfer date is deemed to have been made in the ordinary course of business.

(2)       In this Article -�books-� has the same meaning as -�bankers' books-� in the Bankers' Books Evidence Acts 1879 to 1989.

6.         (1)       In respect of the business, the Transferor shall, at the request of the Transferee, execute all instruments and do all such acts as may be necessary to transfer the property vested immediately before the transfer date in the Transferor as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) to, and vest the same in, the Transferee in the same capacity upon the trusts and with and subject to the powers, provisions, liabilities and obligations applicable thereto respectively.

(2)       The Transferee shall be entitled to remuneration and to act as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) at the same scale of fees and upon and subject to the same terms and conditions as were applicable to the Transferor immediately before the transfer date.

7.         Any asset, property, right, contract, arrangement, liability or obligation, in respect of which -

(a)      at the transfer date, the Transferor has an interest in or to which the Transferor is a party, and

(b)      is of the type described in Clause 2 of the Agreement, other than the Excluded Property,

are transferred to or deemed to have been transferred to the Transferee on the transfer date and shall become as and from that date an asset, property, right, contract, arrangement, liability or obligation (as the case may be) of the Transferee to the extent that the Transferor had an interest in it or to which it was a party immediately before that date and, accordingly, where the transfer relates to any interest that another party has in the matters so transferred, then -

(i)         that party continues to have that interest which is exercisable by or against the Transferee in the same manner as was exercisable by or against the Transferor before the transfer date, and

(ii)         the Transferee, together with each and every other such party, is bound by the terms of, or attaching to, such asset, property, right, contract, arrangement, liability or obligation in every way as if the Transferee were party to those terms in substitution of the Transferor.

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation).

This Order approves the transfer of the banking business of AIB Finance Limited to Allied Irish Banks plc in accordance with the transfer scheme submitted to the Minister for Finance. The effect of the Order is that the relevant provisions of Part III of the Central Bank Act 1971 will apply to the transfer. The Order also makes provision for matters arising from and incidental to, the transfer.