OFFERING CIRCULAR

ULSTER BANK FINANCE PLC(incorporated with limited liability in Ireland)

C1,500,000,000

GUARANTEED FLOATING RATE NOTES DUE 2008unconditionally and irrevocably guaranteed by

ULSTER BANK IRELAND LIMITED(incorporated with limited liability in Ireland)

Issue price: 99.941 per cent.

The A1,500,000,000 Guaranteed Floating Rate Notes due 2008 (the Notes) are issued by Ulster Bank Finance PLC(the Issuer). The Notes will be guaranteed by Ulster Bank Ireland Limited (the Guarantor).

Interest will be payable in arrear on 27 March, 27 June, 27 September and 27 December of each year subject toadjustment as provided herein (each an Interest Payment Date). Interest will accrue from and including 27 June 2005(the Closing Date) to but excluding the Interest Payment Date falling in June 2008 and will be at a rate of 0.05 percent. per annum above three month EURIBOR for the relevant Interest Period as further described, under‘‘Conditions of the Notes – Interest’’.

The Issuer may, in the event of certain tax changes, redeem the Notes at par on any Interest Payment Date. TheNotes mature on the Interest Payment Date falling in June 2008. See ‘‘Conditions of the Notes – Redemption andPurchase’’.

Application has been made to The Irish Stock Exchange Limited (the Irish Stock Exchange) for the Notes to beadmitted to the Official List of the Irish Stock Exchange (the Official List). This document comprises listingparticulars approved by the Irish Stock Exchange as required by the European Communities (Stock Exchange)Regulations 1984 (as amended) of Ireland prepared for the purpose of giving information with regard to the Issuer,the Guarantor and its subsidiaries (together, the Group) and the Notes. A copy of this document has been deliveredfor registration to the Registrar of Companies in Ireland for registration as required by regulation 13 of the EuropeanCommunities (Stock Exchange) Regulations 1984 (as amended) of Ireland.

The Notes will be rated Aa2 by Moody’s Investors Service Limited, AA- by Standard & Poor’s Rating Services, adivision of The McGraw-Hill Companies Inc. and AA by Fitch Ratings Limited. A rating is not a recommendation tobuy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigningrating organisation.

The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interestcoupons, which will be deposited on or about the Closing Date with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System, (Euroclear) and Clearstream Banking, societe anonyme (Clearstream,Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note(the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interestcoupons, on or after 8 August 2005 (the Exchange Date), upon certification as to non-U.S. beneficial ownership.Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limitedcircumstances – see ‘‘Summary of Provisions relating to the Notes while represented by the Global Notes’’.

The Royal Bank of Scotland(Sole Bookrunner and Lead Manager)

BNP Paribas

(Senior Co-Lead Manager)

CALYON Corporate andInvestment Bank

Danske Bank Dresdner KleinwortWasserstein

(Co-Lead Managers)

The date of this Offering Circular is 24 June 2005

The Issuer and the Guarantor accept responsibility for the information contained in this OfferingCircular. To the best of the knowledge and belief of the Issuer and the Guarantor (each having taken allreasonable care to ensure that such is the case) the information contained in this Offering Circular is inaccordance with the facts and does not omit anything likely to affect the import of such information.

No person has been authorised to give any information or to make any representation other than thosecontained in this document in connection with the offering of the Notes and, if given or made, suchinformation or representations must not be relied upon as having been authorised by the Issuer, theGuarantor or the Managers (as defined under ‘‘Subscription and Sale’’ below). Neither the delivery of thisdocument nor any sale made hereunder shall, under any circumstances, constitute a representation orcreate any implication that there has been no change in the affairs of the Issuer, the Guarantor or theGroup since the date hereof. This document does not constitute an offer of, or an invitation by, or onbehalf of, the Issuer, the Guarantor or the Managers to subscribe for, or purchase, any of the Notes. Thisdocument does not constitute an offer, and may not be used for the purpose of an offer to, or asolicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation isnot authorised or is unlawful.

The Managers and The Law Debenture Trust Corporation p.l.c. (the Trustee) have not separatelyverified the information contained herein. Accordingly, no representation, warranty or undertaking,express or implied, is made and no responsibility or liability is accepted by the Managers, the Trustee orany of them as to the accuracy or completeness of the information contained in this Offering Circular orany other information provided by the Issuer or the Guarantor in connection with the Notes or theirdistribution.

This Offering Circular is not intended to provide the basis of any credit or other evaluation and shouldnot be considered as a recommendation by the Issuer, the Guarantor, the Managers or the Trustee thatany recipient of this Offering Circular should purchase any of the Notes. Each investor contemplatingpurchasing Notes should make its own independent investigation of the financial condition and affairs,and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor.

The Notes have not been and will not be registered under the United States Securities Act of 1933, asamended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions,the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a furtherdescription of certain restrictions on the offering and sale of the Notes and on distribution of thisdocument, see ‘‘Subscription and Sale’’ below.

IN CONNECTION WITH THE ISSUE OF THE NOTES, THE ROYAL BANK OF SCOTLANDPLC OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONSWITH A VIEW TO STABILISING, MAINTAINING OR SUPPORTING THE MARKET PRICEOF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAILFOR A LIMITED PERIOD. HOWEVER THERE MAY BE NO OBLIGATION ON THE ROYALBANK OF SCOTLAND PLC OR ANY AGENT OF IT TO DO THIS. SUCH STABILISING, IFCOMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO ANEND AFTER A LIMITED PERIOD.

All references in this document to euro and C refer to the currency introduced at the start of the thirdstage of European economic and monetary union pursuant to the Treaty establishing the EuropeanCommunity (signed in Rome on 25 March 1957), as amended, and to Sterling and £ refer to the currencyof the United Kingdom.

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CONTENTS

Page

Conditions of the Notes ................................................................................................................................... 4

Summary of Provisions relating to the Notes while represented by the Global Notes ......................... 16

Use of Proceeds................................................................................................................................................. 18

Capitalisation and Indebtedness Statement of the Issuer........................................................................... 19

Description of the Issuer.................................................................................................................................. 20

Capitalisation and Indebtedness Statement of the Guarantor................................................................... 23

Description of the Guarantor.......................................................................................................................... 24

Taxation .............................................................................................................................................................. 31

Subscription and Sale ....................................................................................................................................... 33

General Information......................................................................................................................................... 35

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CONDITIONS OF THE NOTES

The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed oneach Note in definitive form (if issued):

The A1,500,000,000 Guaranteed Floating Rate Notes due 2008 (the Notes, which expression shall inthese Conditions, unless the context otherwise requires, include any further notes issued pursuant toCondition 16 and forming a single series with the Notes) of Ulster Bank Finance PLC (the Issuer) areconstituted by a Trust Deed dated 27 June 2005 (the Trust Deed) made between the Issuer, Ulster BankIreland Limited (the Guarantor) as guarantor and The Law Debenture Trust Corporation p.l.c. (theTrustee, which expression shall include its successor(s)) as trustee for the holders of the Notes (theNoteholders) and the holders of the interest coupons appertaining to the Notes (the Couponholders andthe Coupons respectively).

The statements in these Conditions include summaries of, and are subject to, the detailed provisions ofand definitions in the Trust Deed. Copies of the Trust Deed and the Agency Agreement dated 27 June2005 (the Agency Agreement) made between the Issuer, the Guarantor, the initial Paying Agents, theAgent Bank and the Trustee are available for inspection during normal business hours by theNoteholders and the Couponholders at the registered office for the time being of the Trustee, being at thedate of issue of the Notes at Fifth Floor, 100 Wood Street, London EC2V 7EX and at the specified officeof each of the Paying Agents (including the Irish Paying Agent). The Noteholders and theCouponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all theprovisions of the Trust Deed and the Agency Agreement applicable to them.

1. FORM, DENOMINATION AND TITLE

1.1 Form and Denomination

The Notes are in bearer form, serially numbered, in the denominations of A1,000, A10,000 andA100,000, each with Coupons attached on issue. Notes of one denomination may not be exchangedfor Notes of another denomination.

1.2 Title

Title to the Notes and to the Coupons will pass by delivery.

1.3 Holder Absolute Owner

The Issuer, the Guarantor, any Paying Agent and the Trustee may (to the fullest extent permittedby applicable laws) deem and treat the bearer of any Note or Coupon as the absolute owner for allpurposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice ofownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note orCoupon or of any trust or interest therein) and shall not be required to obtain any proof thereof oras to the identity of such bearer.

2. STATUS OF THE NOTES

The Notes and the Coupons are direct, unconditional and unsecured obligations of the Issuer andrank and will rank pari passu, without any preference among themselves, with all other outstandingunsecured and unsubordinated indebtedness, of the Issuer, present and future, other thanobligations preferred by mandatory provisions of law.

3. GUARANTEE

3.1 Guarantee

The payment of the principal and interest in respect of the Notes and all other moneys payable bythe Issuer under or pursuant to the Trust Deed and the performance by the Issuer of all itsobligations under the Trust Deed has been unconditionally and irrevocably guaranteed by theGuarantor (the Guarantee) in the Trust Deed.

3.2 Status of the Guarantee

The obligations of the Guarantor under the Guarantee constitute direct, unconditional andunsecured obligations of the Guarantor and rank and will rank pari passu with all other outstanding

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unsecured and unsubordinated obligations of the Guarantor, present and future, other thanobligations preferred by mandatory provisions of law.

4. INTEREST

4.1 Interest Payment Dates

The Notes bear interest from and including 27 June 2005 (the Interest Commencement Date), andinterest will be payable on 27 March, 27 June, 27 September and 27 December in each year (each anInterest Payment Date). If any Interest Payment Date would otherwise fall on a day which is not aBusiness Day (as defined below) it shall be postponed to the next day which is a Business Dayunless it would then fall into the next calendar month in which event the Interest Payment Dateshall be brought forward to the immediately preceding Business Day. The first Interest PaymentDate will fall in September 2005. The period from and including the Interest Commencement Dateto but excluding the first Interest Payment Date, and each successive period from and including anInterest Payment Date to but excluding the next succeeding Interest Payment Date, is called anInterest Period.

4.2 Interest Accrual

Each Note will cease to bear interest from and including the due date for redemption unless, upondue presentation, payment of the principal in respect of the Note is improperly withheld or refusedor unless default is otherwise made in respect of the payment, in which event interest shall continueto accrue as provided in the Trust Deed.

4.3 Rate of Interest

The rate of interest payable from time to time in respect of the Notes (the Rate of Interest) will bedetermined on the basis of the following provisions:

(a) On each Interest Determination Date (as defined below) JPMorgan Chase Bank, NationalAssociation, or its duly appointed successor (in such capacity, the Agent Bank) will determinethe Screen Rate (as defined below) at approximately 11.00 a.m. (Brussels time) on thatInterest Determination Date. If the Screen Rate is unavailable, the Agent Bank will requestthe principal Euro-zone (as defined below) office of each of the Reference Banks (as definedbelow) to provide the Agent Bank with the rate at which deposits in euro are offered by it toprime banks in the Euro-zone interbank market for three months at approximately 11.00 a.m.(Brussels time) on the Interest Determination Date in question and for a RepresentativeAmount (as defined below).

(b) The Rate of Interest for the Interest Period shall be the Screen Rate plus the Margin (asdefined below) or, if the Screen Rate is unavailable, and at least two of the Reference Banksprovide such rates, the arithmetic mean (rounded if necessary to the fifth decimal place, with0.000005 being rounded upwards) as established by the Agent Bank of such rates, plus theMargin.

(c) If fewer than two rates are provided as requested, the Rate of Interest for that Interest Periodwill be the arithmetic mean of the rates quoted by major banks in the Euro-zone selected bythe Agent Bank, at approximately 11.00 a.m. (Brussels time) on the first day of such InterestPeriod for loans in euro to leading European banks for a period of three months commencingon the first day of such Interest Period and for a Representative Amount, plus the Margin. Ifthe Rate of Interest cannot be determined in accordance with the above provisions, the Rateof Interest shall be determined as at the last preceding Interest Determination Date.

(d) The Margin (the Margin) is 0.05 per cent. per annum.

(e) In these Conditions, (except where otherwise defined), the expression:

(i) Business Day means a day which is both a day on which commercial banks and foreignexchange markets settle payments and are open for general business (including dealingin foreign exchange and foreign currency deposits) in London and a TARGETSettlement Day;

(ii) Euro-zone means the region comprised of the member states of the European Unionthat have adopted the single currency in accordance with the Treaty establishing theEuropean Community (signed in Rome on 25 March 1957) as amended;

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(iii) Interest Determination Date means the second TARGET Settlement Day before thecommencement of the Interest Period for which the rate will apply;

(iv) Reference Banks means the principal Euro-zone office of each of four major banksengaged in the Euro-zone interbank market selected by the Agent Bank with theapproval of the Issuer, provided that, once a Reference Bank has been selected by theAgent Bank, that Reference Bank shall not be changed unless and until it ceases to becapable of acting as such;

(v) Representative Amount means, in relation to any quotation of a rate for which aRepresentative Amount is relevant, an amount that is representative for a singletransaction in the relevant market at the relevant time;

(vi) Screen Rate means the rate for three month deposits in euro which appears on theTelerate page 248 (or such replacement page on that service which displays theinformation); and

(vii) TARGET Settlement Day means any day on which the Trans-European AutomatedReal-Time Gross Settlement Express Transfer (TARGET) System is open.

4.4 Determination of Rate of Interest and Interest Amount

The Agent Bank shall, as soon as practicable after 11.00 a.m. (Brussels time) on each InterestDetermination Date, but in no event later than the third Business Day thereafter, determine theeuro amount (the Interest Amount) payable in respect of interest on each A1,000 principal amountof Notes for the relevant Interest Period. The Interest Amount shall be determined by applying theRate of Interest to such principal amount, multiplying the sum by the actual number of days in theInterest Period concerned divided by 360 and rounding the resultant figure to the nearest cent (halfa cent being rounded upwards).

4.5 Publication of Rate of Interest and Interest Amount

The Agent Bank shall cause the Rate of Interest and the Interest Amount for each Interest Periodand the relative Interest Payment Date to be notified to the Issuer, the Guarantor, the Trustee andto any stock exchange or other relevant authority on which the Notes are at the relevant time listedand to be notified to the Noteholders in accordance with Condition 12 as soon as possible after theirdetermination, and in no event later than the second Business Day thereafter. The Interest Amountand Interest Payment Date may subsequently be amended (or appropriate alternative arrangementsmade by way of adjustment) without notice in the event of an extension or shortening of the InterestPeriod.

4.6 Determination by the Trustee

The Trustee shall, if the Agent Bank defaults at any time in its obligation to determine the Rate ofInterest and Interest Amount in accordance with the above provisions, determine the Rate ofInterest and Interest Amount, the former at such rate as, in its absolute discretion (having suchregard as it shall think fit to the procedure described above), it shall deem fair and reasonable in allthe circumstances and the latter in the manner provided in paragraph 4.4 and the determinationsshall be deemed to be determinations by the Agent Bank.

4.7 Notifications, etc. to be final

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,expressed, made or obtained for the purposes of the provisions of this Condition, whether by theReference Banks (or any of them), the Agent Bank or the Trustee, will (in the absence of wilfuldefault, bad faith or manifest error) be binding on the Issuer, the Guarantor, the Trustee, the AgentBank, the Paying Agents and all Noteholders and Couponholders and (in the absence of wilfuldefault, bad faith or manifest error) no liability to the Issuer, the Guarantor, or the Noteholders orthe Couponholders shall attach to the Reference Banks (or any of them), the Agent Bank or, ifapplicable, the Trustee in connection with the exercise or non-exercise by any of them of theirpowers, duties and discretions under this Condition.

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4.8 Agent Bank

The Issuer shall procure that, so long as any of the Notes remains outstanding, there is at all timesan Agent Bank for the purposes of the Notes and the Issuer may, subject to the prior writtenapproval of the Trustee, terminate the appointment of the Agent Bank. In the event of theappointed office of any bank being unable or unwilling to continue to act as the Agent Bank orfailing duly to determine the Rate of Interest and the Interest Amount for any Interest Period, theIssuer shall, subject to the prior written approval of the Trustee, appoint the Eurozone office ofanother major bank engaged in the Euro-zone interbank market to act in its place. The Agent Bankmay not resign its duties or be removed without a successor having been appointed.

5. PAYMENTS

5.1 Payments in respect of Notes

Payments of principal and interest in respect of each Note will be made against presentation andsurrender (or, in the case of part payment only, endorsement) of the Note, except that payments ofinterest due on an Interest Payment Date will be made against presentation and surrender (or, inthe case of part payment only, endorsement) of the relevant Coupon, in each case at the specifiedoffice outside the United States of any of the Paying Agents.

5.2 Method of Payment

Payments will be made by credit or transfer to a euro account (or any other account to which euromay be credited or transferred) specified by the payee or, at the option of the payee, by eurocheque.

5.3 Missing Unmatured Coupons

Upon the date on which any Note becomes due and repayable, all unmatured Coupons appertainingto the Note (whether or not attached) shall become void and no payment shall be made in respect ofsuch Coupons.

5.4 Payments subject to applicable laws

Payments in respect of principal and interest on the Notes are subject in all cases to any fiscal orother laws and regulations applicable in the place of payment, but without prejudice to theprovisions of Condition 7.

5.5 Payment only on a Presentation Date

A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Dateand shall not, except as provided in Condition 4, be entitled to any further interest or other paymentif a Presentation Date is after the due date.

Presentation Date means a day which (subject to Condition 8):

(a) is or falls after the relevant due date;

(b) is a Business Day in the place of the specified office of the Paying Agent at which the Note orCoupon is presented for payment; and

(c) in the case of payment by credit or transfer to a euro account as referred to above, is aTARGET Settlement Day.

In this Condition, Business Day means, in relation to any place, a day on which commercial banksand foreign exchange markets settle payments and are open for general business (including dealingin foreign exchange and foreign currency deposits) in that place.

5.6 Initial Paying Agents

The names of the initial Paying Agents and their initial specified offices are set out at the end ofthese Conditions. The Issuer and the Guarantor reserve the right, subject to the prior writtenapproval of the Trustee, at any time to vary or terminate the appointment of any Paying Agent andto appoint additional or other Paying Agents provided that:

(a) there will at all times be a Principal Paying Agent;

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(b) there will at all times be at least one Paying Agent (which may be the Principal Paying Agent)having its specified office in a city in continental Europe;

(c) so long as the Notes are listed or admitted to trading on any stock exchange or other relevantauthority, there will at all times be a Paying Agent with a specified office in such place as maybe required by the rules and regulations of that stock exchange or other relevant authority;and

(d) the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State ofthe European Union that is not obliged to withhold or deduct tax pursuant to EuropeanCouncil Directive 2003/48/EC or any other Directive implementing the conclusions of theECOFIN Council meeting of 26-27 November 2000 or any law implementing or complyingwith, or introduced in order to conform to, such Directive.

Notice of any termination or appointment and of any changes in specified offices will be given to theNoteholders promptly by the Issuer in accordance with Condition 12.

6. REDEMPTION AND PURCHASE

6.1 Redemption at Maturity

Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeemthe Notes at their principal amount on the Interest Payment Date falling in June 2008.

6.2 Redemption for Taxation Reasons

If the Issuer satisfies the Trustee immediately before the giving of the notice referred to below that:

(a) as a result of any change in, or amendment to, the laws or regulations of a RelevantJurisdiction (as defined in Condition 7), or any change in the application or officialinterpretation of the laws or regulations of a Relevant Jurisdiction, which change oramendment becomes effective after 24 June 2005, on the next Interest Payment Date either (i)the Issuer would be required to pay additional amounts as provided or referred to inCondition 7 or (ii) the Guarantor would be unable for reasons outside its control to procurepayment by the Issuer and in making payment itself would be required to pay such additionalamounts; and

(b) the requirement cannot be avoided by the Issuer or, as the case may be, the Guarantor takingreasonable measures available to it,

the Issuer may at its option, having given not less than 30 nor more than 60 days’ notice to theNoteholders in accordance with Condition 12 (which notice shall be irrevocable), redeem all theNotes, but not some only, on the next Interest Payment Date at their principal amount, providedthat no such notice of redemption shall be given earlier than 90 days prior to the earliest date onwhich the Issuer or, as the case may be, the Guarantor would be required to pay such additionalamounts, were a payment in respect of the Notes then due. Prior to the publication of any notice ofredemption pursuant to this paragraph, the Issuer shall deliver to the Trustee a certificate signed bytwo Directors of the Issuer or, as the case may be, the Guarantor stating that the requirementreferred to in (a) above will apply on the next Interest Payment Date and cannot be avoided by theIssuer or, as the case may be, the Guarantor taking reasonable measures available to it, and theTrustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of theconditions precedent set out above, in which event it shall be conclusive and binding on theNoteholders and the Couponholders.

6.3 Purchases

The Issuer or the Guarantor may at any time purchase Notes (provided that all unmatured Couponsappertaining to the Notes are purchased with the Notes) in any manner and at any price. Such Notesmay be held, reissued, resold or, at the option of the Issuer or the Guarantor, as the case may be,surrendered to any Paying Agent for cancellation.

6.4 Cancellations

All Notes which are (a) redeemed or (b) purchased by or on behalf of the Issuer or the Guarantorand surrendered to a Paying Agent for cancellation, will forthwith be cancelled, together with all

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relative unmatured Coupons attached to the Notes or surrendered with the Notes, and accordinglymay not be held, reissued or resold.

6.5 Notices Final

Upon the expiry of any notice as is referred to in paragraph 6.2 above the Issuer shall be bound toredeem the Notes in accordance with the terms of such paragraph.

7. TAXATION

7.1 Payment without Withholding

All payments in respect of the Notes by or on behalf of the Issuer or the Guarantor shall be madewithout withholding or deduction for, or on account of, any present or future taxes, duties,assessments or governmental charges of whatever nature (Taxes) imposed or levied by or on behalfof the Relevant Jurisdiction, unless the withholding or deduction of the Taxes is required by law. Inthat event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as maybe necessary in order that the net amounts received by the Noteholders and Couponholders afterthe withholding or deduction shall equal the respective amounts which would have been receivablein respect of the Notes or, as the case may be, Coupons in the absence of the withholding ordeduction; except that no additional amounts shall be payable in relation to any payment in respectof any Note or Coupon:

(a) presented for payment by or on behalf of, a holder who is liable to the Taxes in respect of theNote or Coupon by reason of his having some connection with the Relevant Jurisdiction otherthan the mere holding of the Note or Coupon; or

(b) presented for payment in the Relevant Jurisdiction; or

(c) presented for payment by or on behalf of a holder who would not be liable or subject to thewithholding or deduction by making a declaration of non-residence or other similar claim forexemption to the relevant tax authority; or

(d) where such withholding or deduction is imposed on a payment to an individual and is requiredto be made pursuant to European Council Directive 2003/48/EC or any other Directiveimplementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 onthe taxation of savings income or any law implementing or complying with, or introduced inorder to conform to, such Directive; or

(e) presented for payment by or on behalf of a holder who would have been able to avoid suchwithholding or deduction by presenting the relevant Note or Coupon to another Paying Agentin a Member State of the European Union; or

(f) presented for payment more than 30 days after the Relevant Date (as defined below) except tothe extent that a holder would have been entitled to additional amounts on presenting thesame for payment on the last day of the period of 30 days assuming, whether or not such is infact the case, that day to have been a Presentation Date (as defined in Condition 5).

7.2 Interpretation

In these Conditions:

(a) Relevant Date means the date on which the payment first becomes due but, if the full amountof the money payable has not been received by the Principal Paying Agent or the Trustee onor before the due date, it means the date on which, the full amount of the money having beenso received, notice to that effect has been duly given to the Noteholders by the Issuer inaccordance with Condition 12; and

(b) Relevant Jurisdiction means Ireland or any political subdivision or any authority thereof ortherein having power to tax or any other jurisdiction or any political subdivision or anyauthority thereof or therein having power to tax to which the Issuer or the Guarantor, as thecase may be, becomes subject in respect of payments made by it of principal and interest onthe Notes and Coupons.

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7.3 Additional Amounts

Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also torefer to any additional amounts which may be payable under this Condition or under anyundertakings given in addition to, or in substitution for, this Condition pursuant to the Trust Deed.

8. PRESCRIPTION

Notes and Coupons will become void unless presented for payment within periods of 10 years (inthe case of principal) and five years (in the case of interest) from the Relevant Date in respect of theNotes or, as the case may be, the Coupons, subject to the provisions of Condition 5.

9. EVENTS OF DEFAULT

9.1 Events of Default

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-fifth inprincipal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution ofthe Noteholders shall (subject in each case to being indemnified to its satisfaction), (but, in the caseof the happening of any of the events described in subparagraphs (b) or (c) (other than the windingup or dissolution of the Issuer or the Guarantor), and (d) to (f) inclusive and (h) (in respect of anyevent having an analogous effect to any event referred to in subparagraph (c) (other than asaforesaid) or (d) to (f) inclusive) below, only if the Trustee shall have certified in writing to theIssuer and the Guarantor that such event is, in its opinion, materially prejudicial to the interests ofthe Noteholders) give notice to the Issuer and the Guarantor that the Notes are, and they shallaccordingly forthwith become, immediately due and repayable at their principal amount, togetherwith accrued interest as provided in the Trust Deed, in any of the following events (Events ofDefault):

(a) if default is made in the payment of any principal or interest due in respect of the Notes or anyof them and the default continues for a period of 7 days in the case of principal or 14 days inthe case of interest; or

(b) if the Issuer or the Guarantor fails to perform or observe any of its other obligations underthese Conditions or the Trust Deed and (except in any case where the Trustee considers thefailure to be incapable of remedy, when no continuation or notice as is hereinafter mentionedwill be required) the failure continues for the period of 30 days (or such longer period as theTrustee may permit) following the service by the Trustee on the Issuer or the Guarantor (asthe case may be) of notice requiring the same to be remedied; or

(c) if any order is made by any competent court or effective resolution is passed for the windingup or dissolution of the Issuer, the Guarantor, Ulster Bank Limited (UBL) or any of UBL’sPrincipal Subsidiaries, save for the purposes of reorganisation (which shall include a statutorybank merger scheme under Part III of the Irish Central Bank Act, 1971 or similar statutoryscheme under any applicable law) on terms approved in writing by the Trustee or by anExtraordinary Resolution of the Noteholders; or

(d) if the Issuer, the Guarantor, UBL or any of UBL’s Principal Subsidiaries ceases or threatensto cease to carry on the whole or substantially the whole of its business, save for the purposesof reorganisation (which shall include a statutory bank merger scheme under Part III of theIrish Central Bank Act, 1971 or similar statutory scheme under any applicable law) on termsapproved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders, orthe Issuer, the Guarantor, UBL or any of UBL’s Principal Subsidiaries stops or threatens tostop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts)as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of anyapplicable law, or is adjudicated or found bankrupt or insolvent; or

(e) if (i) an administrative or other receiver, manager, administrator, examiner or other similarofficial is appointed in relation to the Issuer, the Guarantor, UBL or any of UBL’s PrincipalSubsidiaries or, as the case may be, in relation to the whole or any substantial part of theundertaking or assets of any of them or an encumbrancer takes possession of the whole or anysubstantial part of the undertaking or assets of any of them, or a distress, execution,attachment, sequestration or other process is levied, enforced upon, sued out or put in forceagainst the whole or any substantial part of the undertaking or assets of any of them, and (ii) inany such case (other than the appointment of an administrator or an administrative receiver

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appointed following presentation of a petition for an administration order) unless initiated bythe relevant company, is not discharged within l4 days; or

(f) if the Issuer, the Guarantor, UBL or any of UBL’s Principal Subsidiaries (or their respectivedirectors or shareholders) initiates or consents to judicial proceedings relating to itself underany applicable liquidation, insolvency, examinership, composition, reorganisation or othersimilar laws (including the obtaining of a moratorium) or makes a conveyance or assignmentfor the benefit of, or enters into any composition or other arrangement with, its creditorsgenerally (or any class of its creditors) or any meeting is convened to consider a proposal foran arrangement or composition with its creditors generally (or any class of its creditors); or

(g) if the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in fullforce and effect; or

(h) if any event occurs which, under the laws of any Relevant Jurisdiction, has or may have, in theTrustee’s opinion, an analogous effect to any of the events referred to in subparagraphs (c) to(g) above.

9.2 Interpretation

For the purposes of this Condition:

a Principal Subsidiary means at any time a Subsidiary of UBL:

(a) whose gross revenues (consolidated in the case of a Subsidiary which itself has Subsidiaries) orwhose total assets (consolidated in the case of a Subsidiary which itself has Subsidiaries)represent in each case (or, in the case of a Subsidiary acquired after the end of the financialperiod to which the then latest audited consolidated accounts of UBL and its Subsidiariesrelate, are equal to) not less than 10 per cent. of the consolidated gross revenues of UBL, or,as the case may be, consolidated total assets, of UBL and its Subsidiaries taken as a whole, allas calculated respectively by reference to the then latest audited accounts (consolidated or, asthe case may be, unconsolidated) of such Subsidiary and the then latest audited consolidatedaccounts of UBL and its Subsidiaries, provided that in the case of a Subsidiary of UBLacquired after the end of the financial period to which the then latest audited consolidatedaccounts of UBL and its Subsidiaries relate, the reference to the then latest auditedconsolidated accounts of UBL and its Subsidiaries for the purposes of the calculation aboveshall, until consolidated accounts for the financial period in which the acquisition is made havebeen prepared and audited as aforesaid, be deemed to be a reference to such first-mentionedaccounts as if such Subsidiary had been shown in such accounts by reference to its then latestrelevant audited accounts, adjusted as deemed appropriate by UBL;

(b) to which is transferred the whole or substantially the whole of the undertaking and assets of aSubsidiary of UBL which immediately prior to such transfer is a Principal Subsidiary, providedthat the transferor Subsidiary shall upon such transfer forthwith cease to be a PrincipalSubsidiary and the transferee Subsidiary shall cease to be a Principal Subsidiary pursuant tothis subparagraph (b) on the date on which the consolidated accounts of UBL and itsSubsidiaries for the financial period current at the date of such transfer have been preparedand audited as aforesaid but so that such transferor Subsidiary or such transferee Subsidiarymay be a Principal Subsidiary on or at any time after the date on which such consolidatedaccounts have been prepared and audited as aforesaid by virtue of the provisions ofsubparagraph (a) above or, prior to or after such date, by virtue of any other applicableprovision of this definition; or

(c) to which is transferred an undertaking or assets which, taken together with the undertaking orassets of the transferee Subsidiary, generated (or, in the case of the transferee Subsidiary beingacquired after the end of the financial period to which the then latest audited consolidatedaccounts of UBL and its Subsidiaries relate, generate gross revenues equal to) not less than10 per cent. of the consolidated gross revenues of UBL, or represent (or, in the case aforesaid,are equal to) not less than 10 per cent. of the consolidated total assets of UBL and itsSubsidiaries taken as a whole, all as calculated as referred to in subparagraph (a) above,provided that the transferor Subsidiary (if a Principal Subsidiary) shall upon such transferforthwith cease to be a Principal Subsidiary unless immediately following such transfer itsundertaking and assets generate (or, in the case aforesaid, generate gross revenues equal to)not less than 10 per cent. of the consolidated gross revenues of UBL, or its assets represent

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(or, in the case aforesaid, are equal to) not less than 10 per cent. of the consolidated totalassets of UBL and its Subsidiaries taken as a whole, all as calculated as referred to insubparagraph (a) above, and the transferee Subsidiary shall cease to be a Principal Subsidiarypursuant to this subparagraph (c) on the date on which the consolidated accounts of UBL andits Subsidiaries for the financial period current at the date of such transfer have been preparedand audited but so that such transferor Subsidiary or such transferee Subsidiary may be aPrincipal Subsidiary on or at any time after the date on which such consolidated accounts havebeen prepared and audited as aforesaid by virtue of the provisions of subparagraph (a) aboveor, prior to or after such date, by virtue of any other applicable provision of this definition,

all as more particularly defined in the Trust Deed.

9.3 Reports

A report by two Directors of the Guarantor or UBL whether or not addressed to the Trustee that intheir opinion a Subsidiary of UBL is or is not or was or was not at any particular time or throughoutany specified period a Principal Subsidiary may be relied upon by the Trustee without furtherenquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest or provenerror, be conclusive and binding on all parties.

10. ENFORCEMENT

10.1 Enforcement by the Trustee

The Trustee may at any time, at its discretion and without notice, take such proceedings against theIssuer and/or the Guarantor as it may think fit to enforce the provisions of the Trust Deed, theNotes and the Coupons, but it shall not be bound to take any such proceedings or any other actionin relation to the Trust Deed, the Notes or the Coupons unless (a) it has been so directed by anExtraordinary Resolution of the Noteholders or so requested in writing by the holders of at leastone-fifth in principal amount of the Notes then outstanding and (b) it has been indemnified and/orsecured to its satisfaction.

10.2 Enforcement by the Noteholders

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or theGuarantor unless the Trustee, having become bound so to proceed, fails so to do within areasonable period and the failure shall be continuing.

11. REPLACEMENT OF NOTES AND COUPONS

Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced atthe specified office of the Principal Paying Agent upon payment by the claimant of the expensesincurred in connection with the replacement and on such terms as to evidence and indemnity as theIssuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered beforereplacements will be issued.

12. NOTICES

All notices to the Noteholders will be valid if published in a leading English language dailynewspaper published in London or such other English language daily newspaper with generalcirculation in Europe as the Trustee may approve and, so long as the Notes are listed in the OfficialList of the Irish Stock Exchange Limited and the rules of that exchange so require, in one dailyEnglish Language newspaper published in Ireland. It is expected that publication will normally bemade in the Financial Times in London and the Irish Times in Ireland, or by way of formal noticeapproved and inserted in the Daily Official List of the Irish Stock Exchange Limited. The Issuershall also ensure that notices are duly published in a manner which complies with the rules andregulations of any stock exchange or the relevant authority on which the Notes are for the timebeing listed. Any such notice will be deemed to have been given on the date of the first publicationor, where required to be published in more than one newspaper, on the date of the first publicationin all required newspapers. If publication as provided above is not practicable, notice will be givenin such other manner, and shall be deemed to have been given on such date, as the Trustee mayapprove. Couponholders will be deemed for all purposes to have notice of the contents of any noticegiven to the Noteholders in accordance with this paragraph.

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13. SUBSTITUTION

The Trustee may, without the consent of the Noteholders or Couponholders, agree with the Issuerand the Guarantor to the substitution in place of (i) the Issuer (or of any previous substitute underthis Condition) as the principal debtor under the Notes, the Coupons and the Trust Deed of theGuarantor or any Holding Company (as defined in the Trust Deed) or any Subsidiary of any suchHolding Company or a Successor in Business (as defined in the Trust Deed) or any Subsidiary ofany Successor in Business or (ii) the Guarantor (or of any previous substitute under this Condition)as the guarantor under the Guarantee of any Holding Company of the Guarantor or a Successor inBusiness of the Guarantor, subject to:

(a) the Trustee being satisfied that the interests of the Noteholders will not be materiallyprejudiced by the substitution; and

(b) certain other conditions set out in the Trust Deed being complied with.

14. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER, AUTHORISATION ANDDETERMINATION

14.1 Meetings of Noteholders

The Trust Deed contains provisions for convening meetings of the Noteholders to consider anymatter affecting their interests, including the modification or abrogation by ExtraordinaryResolution of any of these Conditions or any of the provisions of the Trust Deed. The quorumat any meeting for passing an Extraordinary Resolution will be one or more persons present holdingor representing more than 50 per cent. in principal amount of the Notes for the time beingoutstanding, or at any adjourned such meeting one or more persons present whatever the principalamount of the Notes held or represented by him or them, except that, at any meeting the business ofwhich includes the modification or abrogation of certain of the provisions of these Conditions andcertain of the provisions of the Trust Deed, the necessary quorum for passing an ExtraordinaryResolution will be one or more persons present holding or representing not less than two-thirds, orat any adjourned such meeting not less than onethird, of the principal amount of the Notes for thetime being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders willbe binding on all Noteholders, whether or not they are present at the meeting, and on allCouponholders. The Trust Deed provides that a resolution in writing signed by or on behalf of theholders of at least 90 per cent. in aggregate principal amount of the Notes for the time beingoutstanding shall be effective as an Extraordinary Resolution.

14.2 Modification, Waiver, Authorisation and Determination

The Trustee may agree, without the consent of the Noteholders or Couponholders, to anymodification of, or to the waiver or authorisation of any breach or proposed breach of, any of theseConditions or any of the provisions of the Trust Deed, or determine, without any such consent asaforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed)shall not be treated as such (provided that, in any such case, it is not, in the opinion of the Trustee,materially prejudicial to the interests of the Noteholders) or may agree, without any such consent asaforesaid, to any modification which, in its opinion, is of a formal, minor or technical nature or tocorrect a manifest error or an error which, in the opinion of the Trustee, is proven or to comply withmandatory provisions of the law of the jurisdiction, in which the Issuer and/or the Guarantor isincorporated.

14.3 Trustee to have Regard to Interests of Noteholders as a Class

In connection with the exercise by it of any of its trusts, powers, authorities and discretions(including, without limitation, any modification, waiver, authorisation, determination orsubstitution), the Trustee shall have regard to the general interests of the Noteholders as a classbut shall not have regard to any interests arising from circumstances particular to individualNoteholders 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 orCouponholders (whatever their number) resulting from their being for any purpose domiciled orresident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory orany political sub-division thereof and the Trustee shall not be entitled to require, nor shall anyNoteholder or Couponholder be entitled to claim, from the Issuer, the Guarantor, the Trustee orany other person any indemnification or payment in respect of any tax consequence of any such

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exercise upon individual Noteholders or Couponholders except to the extent already provided for inCondition 7 and/or any undertaking given in addition to, or in substitution for, Condition 7 pursuantto the Trust Deed.

14.4 Notification to the Noteholders

Any modification, abrogation, waiver, authorisation, determination or substitution shall be bindingon the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, shall benotified by the Issuer to the Noteholders as soon as practicable thereafter in accordance withCondition 12.

15. INDEMNIFICATION OF THE TRUSTEE AND ITS CONTRACTING WITH THE ISSUERAND THE GUARANTOR

15.1 Indemnification of the Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief fromresponsibility, including provisions relieving it from taking action unless indemnified and/or securedto its satisfaction.

15.2 Trustee Contracting with the Issuer and the Guarantor

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) toenter into business transactions with the Issuer and/or the Guarantor and/or any of the Guarantor’sother Subsidiaries and/or any Holding Company and to act as trustee for the holders of any othersecurities issued or guaranteed by, or relating to, the Issuer and/or the Guarantor and/or any of theGuarantor’s other Subsidiaries and/or any Holding Company, (b) to exercise and enforce its rights,comply with its obligations and perform its duties under or in relation to any such transactions or, asthe case may be, any such trusteeship without regard to the interests of, or consequences for, theNoteholders or Couponholders, and (c) to retain and not be liable to account for any profit made orany other amount or benefit received thereby or in connection therewith.

16. FURTHER ISSUES

The Issuer is at liberty from time to time without the consent of the Noteholders or Couponholdersto create and issue further notes or bonds (whether in bearer or registered form) either (a) rankingpari passu in all respects (or in all respects save for the first payment of interest thereon) and so thatthe same shall be consolidated and form a single series with the outstanding notes or bonds of anyseries (including the Notes) constituted by the Trust Deed or any supplemental deed or (b) uponsuch terms as to ranking, interest, conversion, redemption and otherwise as the Issuer maydetermine at the time of the issue. Any further notes or bonds which are to form a single series withthe outstanding notes or bonds of any series (including the Notes) constituted by the Trust Deed orany supplemental deed shall, and any other further notes or bonds may (with the consent of theTrustee) be constituted by a deed supplemental to the Trust Deed. The Trust Deed containsprovisions for convening a single meeting of the Noteholders and the holders of notes or bonds ofother series in certain circumstances where the Trustee so decides.

17. GOVERNING LAW AND SUBMISSION TO JURISDICTION

17.1 Governing Law

The Trust Deed (including the Guarantee), the Notes and the Coupons are governed by, and will beconstrued in accordance with, English law.

17.2 Jurisdiction of English Courts

Each of the Issuer and the Guarantor has, in the Trust Deed, irrevocably agreed for the benefit ofthe Trustee, the Noteholders and the Couponholders that the courts of England are to haveexclusive jurisdiction to settle any disputes which may arise out of or in connection with the TrustDeed, the Notes or the Coupons and accordingly has submitted to the exclusive jurisdiction of theEnglish courts.

Each of the Issuer and the Guarantor has, in the Trust Deed, waived any objection to the courts ofEngland on the grounds that they are an inconvenient or inappropriate forum. The Trustee, theNoteholders and the Couponholders may take any suit, action or proceeding arising out of or inconnection with the Trust Deed, the Notes or the Coupons respectively (together referred to as

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Proceedings) against the Issuer or the Guarantor in any other court of competent jurisdiction andconcurrent Proceedings in any number of jurisdictions.

17.3 Appointment of Process Agent

Each of the Issuer and the Guarantor has, in the Trust Deed, irrevocably and unconditionallyappointed The Royal Bank of Scotland plc, at Fifth Floor, 280 Bishopsgate, London EC2M 4RB, asits agent for service of process in England in respect of any Proceedings and has undertaken that inthe event of such agent ceasing so to act it will appoint such other person as the Trustee mayapprove as its agent for that purpose.

18. RIGHTS OF THIRD PARTIES

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 toenforce any term of this Note, but this does not affect any right or remedy of any person whichexists or is available apart from that Act.

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SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTEDBY THE GLOBAL NOTES

The following is a summary of the provisions to be contained in the Trust Deed to constitute the Notes andin the Global Notes which will apply to, and in some cases modify, the Conditions of the Notes while theNotes are represented by the Global Notes.

1. Exchange

The Permanent Global Note will be exchangeable in whole but not in part (free of charge to theholder) for definitive Notes only:

(a) upon the happening of any of the events defined in the Trust Deed as ‘‘Events of Default’’;

(b) if either Euroclear or Clearstream, Luxembourg is closed for business for a continuous periodof 14 days (other than by reason of holiday, statutory or otherwise) or announces an intentionpermanently to cease business or does in fact do so and no alternative clearing systemsatisfactory to the Trustee is available; or

(c) if the Issuer would suffer a disadvantage as a result of a change in laws or regulations (taxationor otherwise) or as a result of a change in the practice of Euroclear and/or Clearstream,Luxembourg which would not be suffered were the Notes in definitive form and a certificate tosuch effect signed by two Directors of the Issuer is given to the Trustee.

Thereupon (in the case of (a) and (b) above) the holder of the Permanent Global Note (acting onthe instructions of one or more of the Accountholders (as defined below)) or the Trustee may givenotice to the Issuer and (in the case of (c) above) the Issuer may give notice to the Trustee and theNoteholders, of its intention to exchange the Permanent Global Note for definitive Notes on orafter the Exchange Date (as defined below).

On or after the Exchange Date the holder of the Permanent Global Note may or, in the case of (c)above, shall surrender the Permanent Global Note to or to the order of the Principal Paying Agent.In exchange for the Permanent Global Note the Issuer will deliver, or procure the delivery of, anequal aggregate principal amount of definitive Notes (having attached to them all Coupons inrespect of interest which has not already been paid on the Permanent Global Note), security printedin accordance with any applicable legal and stock exchange requirements and in or substantially inthe form set out in the Trust Deed. On exchange of the Permanent Global Note, the Issuer willprocure that it is cancelled and, if the holder so requests, returned to the holder together with anyrelevant definitive Notes.

For these purposes, Exchange Date means a day specified in the notice requiring exchange fallingnot less than 60 days after that on which such notice is given and being a day on which banks areopen for general business in the place in which the specified office of the Principal Paying Agent islocated and, except in the case of exchange pursuant to (b) above, in the place in which the relevantclearing system is located.

2. Payments

On and after 8 August 2005, no payment will be made on the Temporary Global Note unlessexchange for an interest in the Permanent Global Note is improperly withheld or refused. Paymentsof principal and interest in respect of Notes represented by a Global Note will, subject as set outbelow, be made against presentation for endorsement and, if no further payment falls to be made inrespect of the Notes, surrender of such Global Note to the order of the Principal Paying Agent orsuch other Paying Agent as shall have been notified to the Noteholders for such purposes. A recordof each payment made will be endorsed on the appropriate part of the schedule to the relevantGlobal Note by or on behalf of the Principal Paying Agent, which endorsement shall be prima facieevidence that such payment has been made in respect of the Notes. Payments of interest on theTemporary Global Note (if permitted by the first sentence of this paragraph) will be made onlyupon certification as to non-U.S. beneficial ownership unless such certification has already beenmade.

3. Notices

For so long as all of the Notes are represented by one or both of the Global Notes and such GlobalNote(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders

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may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (asthe case may be) for communication to the relative Accountholders rather than by publication asrequired by Condition 12. Any such notice shall be deemed to have been given to the Noteholderson the second day after the day on which such notice is delivered to Euroclear and/or Clearstream,Luxembourg (as the case may be) as aforesaid.

3. Accountholders

For so long as all of the Notes are represented by one or both of the Global Notes and such GlobalNote(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (otherthan Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records ofEuroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such Notes(each an Accountholder) (in which regard any certificate or other document issued by Euroclear orClearstream, Luxembourg as to the principal amount of such Notes standing to the account of anyperson shall, in the absence of manifest error, be conclusive and binding for all purposes) shall betreated as the holder of such principal amount of such Notes for all purposes (including but notlimited to, for the purposes of any quorum requirements of, or the right to demand a poll at,meetings of the Noteholders and giving a request or direction to the Trustee pursuant toCondition 9 or 10) other than with respect to the payment of principal and interest on such principalamount of such Notes, the right to which shall be vested, as against the Issuer, the Guarantor andthe Trustee, solely in the bearer of the relevant Global Note in accordance with and subject to itsterms and the terms of the Trust Deed. Each Accountholder must look solely to Euroclear orClearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer ofthe relevant Global Note.

5. Prescription

Claims against the Issuer and the Guarantor in respect of principal and interest on the Notesrepresented by a Global Note will be prescribed after 10 years (in the case of principal) and fiveyears (in the case of interest) from the Relevant Date (as defined in Condition 7).

6. Cancellation

Cancellation of any Note represented by a Global Note and required by the Conditions of the Notesto be cancelled following its redemption or purchase will be effected by endorsement by or onbehalf of the Principal Paying Agent of the reduction in the principal amount of the relevant GlobalNote on the relevant part of the schedule thereto.

7. Euroclear and Clearstream, Luxembourg

References in the Global Notes and this summary to Euroclear and/or Clearstream, Luxembourgshall be deemed to include references to any other clearing system approved by the Trustee.

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USE OF PROCEEDS

The net proceeds of the issue of the Notes, amounting to approximately A1,498,680,000, will be applied bythe Issuer for its general corporate purposes.

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CAPITALISATION AND INDEBTEDNESS STATEMENT OF THE ISSUER

The following table shows the capitalisation and indebtedness of the Issuer as at 31 December 2004derived from the audited accounts of the Issuer for the year ended 31 December 2004:

31 December2004

B thousand

Shareholders’ FundsOrdinary Share Capital of A1.269738 eachAuthorised: 100,000 sharesIssued (fully paid): 100,000 shares ............................................................................................. 127Reserves......................................................................................................................................... 827

Total Shareholders’ Funds .......................................................................................................... 954

IndebtednessDebt Securities in issue ............................................................................................................... 784,858Total Indebtedness ....................................................................................................................... 784,858

(1) As at 31 December 2004 the Issuer had no material contingent liabilities or guarantees.

(2) Since 31 December 2004 there has been further issuance of 1.7 billion under an European Commercial Paper programme.This is the only material change in the capitalisation, indebtedness, contingent liabilities or guarantees of the Issuer.

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DESCRIPTION OF THE ISSUER

History and Principal Activities

The Issuer is a wholly owned subsidiary of Ulster Bank Holdings (ROI) Ltd, which is a wholly-ownedsubsidiary of Ulster Bank (Ireland) Holdings, which in turn is a wholly owned subsidiary of Ulster BankLimited. The Issuer was incorporated as Starport Plc on 6 February 1995 under the laws of Ireland as apublic limited company. Starport Plc changed its name to Ulster Bank Finance PLC on 7 February 1996.The Issuer is registered under company number 228398. The Issuer’s registered office is located at UlsterBank Group Centre, George’s Quay, Dublin 2, Ireland. The Issuer’s Head Office and principal placeof business is located at IFSC House, International Financial Services Centre, Customs House Quay,Dublin 1.

The Issuer’s principal business is inter-group funding. The Issuer’s principal trading activity to date hasbeen the issuance of euro commercial paper.

The following tables summarise the Issuer’s audited financial results for its financial years ended31 December 2004 and 31 December 2003 and have been extracted without material adjustment from theaudited consolidated financial statements of the Issuer for the financial year ended 31 December 2004.

Profit and Loss Account of the Issuer – for the year ended 31 December 2004

2004B000

2003B000

Income ........................................................................................................................ 144 144Expenditure................................................................................................................ (75) (66)

Profit on ordinary activities after taxation ............................................................ 69 78Taxation on profit on ordinary activities............................................................... (9) (10)

Profit on ordinary activities after taxation ............................................................ 60 68Retained profit at start of year ............................................................................... 767 699

Retained profit at end of year................................................................................. 827 767

Balance Sheet of the Issuer – as at 31 December 2004

2004B000

2003B000

ASSETSCash and bank balances ........................................................................................... 50 53Loan and advances to group company .................................................................. 784,942 900,394Other assets................................................................................................................ 977 881Prepayments and accrued income .......................................................................... 1,796 3,963

Total Assets................................................................................................................ 787,765 905,291

LIABILITIESDebt securities in issue............................................................................................. (784,858) (900,394)Other liabilities .......................................................................................................... (101) (38)Accruals and deferred income ................................................................................ (1,852) (3,965)

Total Liabilities ......................................................................................................... (786,811) (904,397)

NET ASSETS ............................................................................................................ 954 894

CAPITAL AND RESERVESCalled up share capital ............................................................................................. 127 127Profit and loss account ............................................................................................. 827 767

SHAREHOLDERS’ FUNDS – ALL EQUITY ................................................. 954 894

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INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF ULSTER BANK FINANCE PLC

We have audited the financial statements of Ulster Bank Finance Plc for the year ended 31 December2004 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of AccountingPolicies and the related notes 1 to 16. These financial statements have been prepared under theaccounting policies set out in the Statement of Accounting Policies.

This report is made solely to the company’s members, as a body, in accordance with Section 193 of theCompanies Act 1990. Our audit work has been undertaken so that we might state to the company’smembers those matters we are required to state to them in an auditors’ report and for no other purpose.To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than thecompany and the company’s members as a body, for our audit work, for this report, or for the opinions wehave formed.

Respective responsibilities of directors and auditors

The directors are responsible for preparing, as set out in the Statement of Directors’ Responsibilities, thefinancial statements in accordance with applicable Irish law and accounting standards. Ourresponsibilities, as independent auditors, are established in Ireland by statute, auditing standards aspromulgated by the Auditing Practices Board in Ireland and by our profession’s ethical guidance.

We report to you our opinion as to whether the financial statements give a true and fair view and areproperly prepared in accordance with Irish statute comprising the Companies Acts, 1963 to 2003. We alsoreport to you whether in our opinion: proper books of account have been kept by the company; whether,at the balance sheet date, there exists a financial situation requiring the convening of an extraordinarygeneral meeting of the company; and whether the information given in the directors’ report is consistentwith the financial statements. In addition, we state whether we have obtained all the information andexplanations necessary for the purposes of our audit and whether the company’s balance sheet and profitand loss account are in agreement with the books of account.

We also report to you if, in our opinion, any information specified by law regarding directors’remuneration and directors’ transactions is not given and, where practicable, include such information inour report. We read the Directors’ Report and consider the implications for our report if we becomeaware of any apparent misstatement within it. Our responsibilities do not extend to other information.

Basis of audit opinion

We conducted our audit in accordance with the auditing standards issued by the Auditing Practices Boardand generally accepted in Ireland. An audit includes examination, on a test basis, of evidence relevant tothe amounts and disclosures in the financial statements. It also includes an assessment of the significantestimates and judgements made by the directors in the preparation of the financial statements and ofwhether the accounting policies are appropriate to the company’s circumstances, consistently applied andadequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial statements are free from material misstatement, whether caused by fraud or other irregularity orerror. In forming our opinion we evaluated the overall adequacy of the presentation of information in thefinancial statements.

Opinion

In our opinion the financial statements give a true and fair view of the state of affairs of the company as at31 December 2004 and of it’s profit for the year then ended and have been properly prepared inaccordance with the Companies Acts, 1963 to 2003.

We have obtained all the information and explanations we considered necessary for the purpose of ouraudit. In our opinion proper books of account have been kept by the company. The company’s balancesheet and its profit and loss account are in agreement with the books of account.

In our opinion the information given in the directors’ report is consistent with the financial statements.

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The net assets of the company, as stated in the balance sheet are more than half the amount of its called-up share capital and, in our opinion, on that basis there did not exist at 31 December 2004 a financialsituation which, under Section 40(1) of the Companies (Amendment) Act, 1983, would require theconvening of an extraordinary general meeting of the company.

Deloitte & Touche

Chartered Accountants and Registered AuditorsDublin

Date: 15 April 2004

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CAPITALISATION AND INDEBTEDNESS STATEMENT OF THE GUARANTOR

The following table shows the consolidated capitalisation and indebtedness of the Guarantor as at31 December 2004 and is derived from the audited accounts of the Guarantor for the year ended31 December 2004:

31 December2004

B thousand

SHAREHOLDERS’ FUNDSOrdinary Share Capital of A1.27 eachAuthorised: 200 million sharesIssued (fully paid): 20 million shares ........................................................................................ 25Share Premium ............................................................................................................................. 261

Non Cumulative irredeemable preference shares of £1 eachAuthorised: 25 millionIssued: 15 million(1)...................................................................................................................... 22Reserves......................................................................................................................................... 754

Total Shareholders’ Funds .......................................................................................................... 1,062

INDEBTEDNESSSubordinated LiabilitiesUndated: Sterling subordinated loan stocks ............................................................................ 12Dated: Euro subordinated loan stock (repayable 2016) ........................................................ 164

Total Subordinated Liabilities.................................................................................................... 176

Total Indebtedness ....................................................................................................................... 176

Notes:

(1) The Euro / £ Sterling rate of exchange used in the preparation of the above table was 0.7053 i.e. one Euro was the equivalentof 70.53 pence sterling.

(2) Except for intra-group indebtedness and guarantees, neither Ulster Bank Ireland Limited, nor any member of the Group hadat the close of business on 31 December 2004 any material contingent liabilities or guarantees.

(3) Since 31 December 2004, there has been no material change in the capitalisation, indebtedness, contingent liabilities orguarantees of the Guarantor.

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DESCRIPTION OF THE GUARANTOR

Ulster Bank Ireland Limited (the Bank) is a wholly-owned subsidiary of Ulster Bank Holdings (ROI)Ltd., which is a wholly-owned subsidiary of Ulster Bank (Ireland) Holdings, which in turn is a wholly-owned subsidiary of Ulster Bank Limited. The Bank’s registered office is situated at Ulster Bank GroupCentre, George’s Quay, Dublin 2. The Bank is registered under company number 25766 and it isregulated by the Irish Financial Services Regulatory Authority.

The Bank has a number of subsidiaries, all of which are immaterial in size.

The Ulster Bank Group

The Bank is part of the Ulster Bank Group (the Ulster Bank Group) which comprises Ulster BankLimited and its subsidiary companies. The Ulster Bank Group has operations in both the Republic ofIreland and Northern Ireland.

Ulster Bank Limited was founded in 1836 and became a wholly owned subsidiary of NatWest in 1917. InMarch 2000, NatWest was the subject of a successful take-over bid by The Royal Bank of Scotland plcand the Ulster Bank Group is now a wholly owned member of the enlarged Royal Bank of ScotlandGroup. The Royal Bank of Scotland Group plc is the holding company of one of the world’s largestbanking and financial services groups by market capitalisation. First Active plc, a leading mortgage andinvestments provider in the Republic of Ireland, was acquired by Ulster Bank Limited in January 2004.

The Notes are guaranteed by the Bank. They are not obligations of, nor are they guaranteed by, UlsterBank Limited or any other member of The Royal Bank of Scotland Group.

Business

In the Republic of Ireland, the Bank has approximately 600,000 personal and business customers and anetwork of 121 branches.

The Bank has two principal businesses. Serving personal and small business customers, Ulster BankRetail Banking provides branch banking, wealth management and direct banking throughout theRepublic of Ireland. Ulster Bank Corporate Banking and Financial Markets provides banking, finance,foreign exchange and interest rate risk management solutions for the short and long term needs ofbusiness, corporate and institutional customers. This includes structured finance, treasury and moneymarket activities, invoice finance, asset finance, international banking services and offshore financialservices.

Ulster Bank Retail Banking comprises three distinct customer-facing divisions:

1. Retail: The shop window of Ulster Bank Ireland Limited to the public. This division isresponsible for the branch-based marketing, sales and customer service activities delivering afull range of products to retail customers.

2. Wealth Management: Provides insurance and investment products together with trusts andwills services. Wealth management has built a relationship management capability to servehigh net worth individuals.

3. Direct Banking: Responsible for all card based business, Anytime telephone/internet business,direct product offerings and eCommerce activities.

Ulster Bank Corporate Banking and Financial Markets caters for the banking needs of business andcorporate customers as well as offering treasury and money market activities, invoice finance, assetmanagement and offshore financial services. This division offers a fully integrated corporate, institutionaland financial markets capability for long-term relationship banking. The division comprises two distinctunits:

1. The Business and Corporate Banking (B&CB) division develops and manages the Bank’soverall relationship with its business and corporate customers in the Republic of Irelandthrough a number of specialised teams of relationship managers with expertise in particularsectors. A dedicated relationship manager leads and co-ordinates a team to deliver thecustomer’s entire business or corporate banking needs including financing, electronic cashmanagement, treasury, international and retail banking requirements. The Corporate Bankingteams service the larger corporate and multinational customers through teams of relationshipmanagers with sectoral expertise. They have expertise in structured finance solutions as well as

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property finance and private placements. The Business Banking division within B&CBprovides a network of 22 business centres throughout the Republic of Ireland to servicebusiness clients delivering the full suite of banking services locally. B&CB also includes UlsterBank Commercial Services Limited, the invoice finance arm of the Bank in the Republic ofIreland. They are specialist providers of working capital finance made available to fund theneeds of fast growing companies.

2. Financial Markets is located in Dublin’s International Financial Services Centre (IFSC) and isa provider of international banking, financing, risk management and investment solutions tobusiness, corporate and institutions throughout the whole of Ireland. The focus is on workingwith customers to understand their treasury and international banking requirements and onthe delivery of bespoke risk management solutions that can add value to the customer’sbusiness.

The following tables summarise the Guarantor’s audited consolidated financial results for its financialyears ended 31 December 2004 and 31 December 2003 and have been extracted without materialadjustment from the audited consolidated financial statements of the Guarantor for the financial yearended 31 December 2004.

Consolidated Profit and Loss Account of the Guarantor – for the year ended 31 December 2004

2004

Bm

2003Restated*

Bm

Net interest income................................................................................................... 440 393Non-interest income.................................................................................................. 128 123

Total income .............................................................................................................. 568 516Operating expenses ................................................................................................... (267) (213)

Group profit before provisions for bad and doubtful debts ............................... 301 303Provisions for bad and doubtful debts................................................................... (38) (40)

Group profit on ordinary activities before taxation ............................................ 263 263Taxation on Group profit on ordinary activities .................................................. (61) (55)

Group profit attributable to the shareholders of Ulster Bank Ireland Limited 202 208Dividends.................................................................................................................... – (75)

Retained profit for the year..................................................................................... 202 133

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Consolidated Balance Sheet of the Guarantor – as at 31 December 2004

2004

Bm

2003Restated*

Bm

ASSETSCash and balances at central banks ....................................................................... 172 149Treasury and other eligible bills ............................................................................. 1 1Loans and advances to banks (group) ................................................................... 7,699 6,052tems in the course of collection from other banks .............................................. 125 108Loans and advances to customers (group net advances).................................... 17,577 12,540Debt securities ........................................................................................................... 970 216Equity shares.............................................................................................................. 7 7Intangible fixed assets............................................................................................... 6 –Tangible fixed assets ................................................................................................. 132 127Other assets................................................................................................................ 936 1,054Prepayments and accrued income .......................................................................... 152 89

Total Assets................................................................................................................ 27,777 20,343

LIABILITIESDeposits by banks ..................................................................................................... 13,601 7,067Items in the course of transmission to other banks............................................. 10 11Customer accounts .................................................................................................... 11,573 10,889

Other liabilities .......................................................................................................... 1,021 1,085Accruals and deferred income ................................................................................ 152 82Provisions for liabilities and charges

– deferred taxation................................................................................................ 13 17Subordinated liabilities:

– undated loan capital .......................................................................................... 12 12– dated loan capital............................................................................................... 164 164

Net post retirement liability .................................................................................... 169 73

Called up share capital ............................................................................................. 47 47Share premium account............................................................................................ 261 261Revaluation reserve .................................................................................................. 22 16Capital reserve........................................................................................................... 3 3Profit and loss account ............................................................................................. 729 616

Shareholders’ funds:– equity interests ................................................................................................... 1,040 921– non-equity interests ........................................................................................... 22 22

Total Liabilities ......................................................................................................... 27,777 20,343

* Ulster Bank Ireland Limited has fully adopted the requirements of Financial Reporting Standard (‘‘FRS’’) 17 ‘‘RetirementBenefits’’ from 1 January 2004. FRS 17 supersedes Statement of Standard Accounting Practice 24 ‘Pension costs’ (SSAP24) and theUrgent Issues Task Force Abstract 6 ‘Accounting for post-retirement benefits other than pensions’. The impact of adopting thisstandard has been reflected throughout the financial statements. Prior year comparatives have been restated where appropriate.

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INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF ULSTER BANK IRELAND LIMITED

We have audited the financial statements of Ulster Bank Ireland Limited for the year ended31 December 2004 which comprise the Statement of Accounting Policies, the Consolidated Profit andLoss Account, the Consolidated Statement of Total Recognised Gains and Losses, the Note of HistoricalCost Profits and Losses, the Consolidated Reconciliation of Movements in Shareholders’ Funds, theConsolidated Balance Sheet, the Company Balance Sheet and the related notes 1 to 37. These financialstatements have been prepared under the accounting policies set out therein.

This report is made solely to the Bank’s members, as a body, in accordance with Section 193 of theCompanies Act 1990. Our audit work has been undertaken so that we might state to the Bank’s membersthose matters we are required to state to them in an auditors’ report and for no other purpose. To thefullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Bankand the Bank’s members as a body, for our audit work, for this report, or for the opinions we haveformed.

Respective responsibilities of Directors and Auditors

The Directors are responsible for preparing the Annual Report, including as set out in the Statement ofDirectors’ Responsibilities, the preparation of the financial statements in accordance with applicable Irishlaw and accounting standards. Our responsibilities, as independent Auditors, are established in Ireland bystatute, auditing standards as promulgated by the Auditing Practices Board in Ireland and by ourprofession’s ethical guidance.

We report to you our opinion as to whether the financial statements give a true and fair view and areproperly prepared in accordance with Irish statute comprising the Companies Acts, 1963 to 2003 and theEuropean Communities (Credit Institutions: Accounts) Regulations, 1992. We also report to you whetherin our opinion: proper books of account have been kept by the Bank; proper returns adequate for ouraudit have been received from branches of the Bank not visited by us; whether, at the balance sheet date,there exists a financial situation requiring the convening of an extraordinary general meeting of the Bankand whether the information given in the Directors’ report is consistent with the financial statements. Inaddition, we state whether we have obtained all information and explanations necessary for the purposesof our audit and whether the Bank’s balance sheet and profit and loss account are in agreement with thebooks of account and returns.

We also report to you if, in our opinion, any information specified by law regarding Directors’remuneration and Directors’ transactions is not given and, where practicable, include such information inour report.

We read the Director’s Report and consider the implications for our report if we become aware of anyapparent misstatement within it. Our responsibilities do not extend to other information.

Basis of Audit Opinion

We conducted our audit in accordance with the auditing standards issued by the Auditing Practices Boardand generally accepted in Ireland. An audit includes examination, on a test basis, of evidence relevant tothe amounts and disclosures in the financial statements. It also includes an assessment of the significantestimates and judgements made by the Directors in the preparation of the financial statements and ofwhether the accounting policies are appropriate to the Bank’s and the Group’s circumstances,consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that thefinancial statements are free from material misstatement, whether caused by fraud or other irregularity orerror. In forming our opinion we evaluated the overall adequacy of the presentation of information in thefinancial statements.

Opinion

In our opinion the financial statements give a true and fair view of the state of the affairs of the Bank andthe Group as at 31 December 2004 and of the profit for the year then ended and have been properlyprepared in accordance with the Companies Acts, 1963 to 2003 and the European Communities (CreditInstitutions: Accounts) Regulations, 1992.

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We have obtained all the information and explanations we considered necessary for the purpose of ouraudit. In our opinion proper books of account have been kept by the Bank and proper returns adequatefor our audit have been received from branches of the Bank not visited by us. The Bank’s balance sheetand its profit and loss account are in agreement with the books of account and returns.

In our opinion the information given in the Directors’ report is consistent with the financial statements.The net assets of the Bank, as stated in the balance sheet are more than half the amount of its called-upshare capital and, in our opinion, on that basis there did not exist at 31 December 2004 a financialsituation which, under Section 40(1) of the Companies (Amendment) Act, 1983, would require theconvening of an extraordinary general meeting of the Bank.

Deloitte & Touche

Chartered Accountants and Registered AuditorsDublin

9 February 2005

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DIRECTORS OF THE GUARANTOR

The Directors of the Guarantor are as follows:

Executive Directors

Group Chief Executive

Cormac Michael McCarthy B Comm (Hons), FCA

(age 42), served as Chief Executive of First Active plc from 2000 (having previously held the positions ofHead of Finance and Chief Financial Officer) until his recent appointment as Chief Executive of UlsterBank Group. Before joining First Active plc, he held a number of senior positions with WoodchesterInvestments plc. He holds a Bachelor of Commerce Degree from University College Dublin and qualifiedas a Chartered Accountant with KPMG in Dublin.

John Joseph McNally B.A.

(age 58), was appointed a Director in August 1987 and became Chief Executive Retail Banking inFebruary 1998. In 2000 he was appointed to his current position as Chief Executive, Corporate Bankingand Financial Markets.

Michael G Torpey B.A. (Hons)

(age 45) was appointed Group Finance Director in January 2004. He joined First Active plc in October2000 and was appointed to the Board of First Active plc as an Executive Director in December 2000. Hewas formerly a member of the senior management team at Irish Life and Permanent plc and workedpreviously with Riada Stockbrokers, Allied Irish Investment Bank and the Irish GovernmentDepartment of Finance.

Michael John Bamber ACIB, Dip. FS, MBA

(age 43), was appointed as Chief Executive Retail Banking in December 2002 and added First ActiveRetail to his responsibilities in October 2004. He joined The Royal Bank of Scotland Group plc in 1977and was formerly Regional Managing Director, NatWest Retail Midlands and Wales. Prior to this, heheld senior roles in the RBS Retail Network and RBS Corporate Banking.

John McDonnell CPA, FIB

(age 48) was appointed Chief Risk Officer of the Ulster Bank Group in August 2000 having previouslyheld a number of senior positions within the Group. He joined the Ulster Bank Group in 1987 andformerly worked for Bank of Ireland, Standard Chartered Bank and Bank of Nova Scotia. He is aCertified Public Accountant and a Fellow of the Institute of Bankers in Ireland.

Non-Executive Directors

Martin Joseph Wilson FIB, FCIBS, FCA

(age 54), was appointed Deputy Chairman on 6 January 2004 following his retirement as Group ChiefExecutive. He is Vice-President of the Institute of Chartered Accountants in Ireland and a member ofthat body’s council. He is Chairman of JCB Finance Limited, and former President of the Institute ofBankers in Ireland.

Professor Niamh Brennan BSc, PhD (Warwick), FCA

(age 50), is a Chartered Accountant and Michael MacCormac Professor of Management at UniversityCollege Dublin (UCD). She is Academic Director of the Institute of Directors’ Centre for CorporateGovernance at UCD. She is a Non-Executive Director of the Health Service Executive and is a formerNon-Executive Director of Lifetime Assurance Company Limited, of Coillte Teoranta, the State ForestryCompany and of Co-Operation Ireland.

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William James Burgess B.A. (Economics), B.A.I. Hons (Eng)

(age 58), is a former Chairman and Managing Director of IBM Ireland Limited. He is Chairman of theDigital Hub Development Agency (a Government Agency set up to create a digital media enterprise areain central Dublin) and Chairman of FINEOS Corporation and Software Resources Limited. He is aDirector of Iona Technologies plc. He is former President of the Irish Business Employers Federationand former Chairman of the National Competitiveness Council. He is a Fellow of the Irish ManagementInstitute.

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TAXATION

The following is a summary based on the laws and practices currently in force in Ireland regarding the taxposition of investors beneficially owning their Notes and should be treated with appropriate caution.Particular rules may apply to certain classes of taxpayers holding Notes. The summary does not constitutetax or legal advice and the comments below are of a general nature only. Prospective investors in theNotes should consult their professional advisers on the tax implications of the purchase, holding,redemption or sale of the Notes and the receipt of interest thereon under the laws of their country ofresidence, citizenship or domicile.

Withholding Tax

In general, tax at the standard rate of income tax (currently 20 per cent), is required to be withheld frompayments of Irish source interest. However, an exemption from withholding on interest payments existsunder Section 64 of the Taxes Consolidation Act, 1997 (the 1997 Act) for certain securities (quotedEurobonds) issued by a body corporate (such as the Issuer) which are in bearer form, interest bearing andquoted on a recognised stock exchange (which would include the Irish Stock Exchange).

Any interest paid on such quoted Eurobonds can be paid free of withholding tax provided:

1. the person by or through whom the payment is made is not in Ireland; or

2. the payment is made by or through a person in Ireland, and either:

2.1 the quoted Eurobond is held in a clearing system recognised by the Irish RevenueCommissioners (Euroclear and Clearstream, Luxembourg are so recognised), or

2.2 the person who is the beneficial owner of the quoted Eurobond and who is beneficially entitledto the interest is not resident in Ireland and has made a declaration to a relevant person (suchas an Irish paying agent) in the prescribed form.

So long as the Notes are in bearer form (whether as Global Notes or as Notes in definitive form), arequoted on a recognised stock exchange and are held in Euroclear and/or Clearstream, Luxembourg,interest on the Notes can be paid by the Issuer and any paying agent acting on behalf of the Issuer withoutany withholding or deduction for or on account of Irish income tax.

If, for any reason, the quoted Eurobond exemption referred to above does not or ceases to apply, theIssuer can still pay interest on the Notes free of withholding tax provided the interest is paid to a bodycorporate resident in a ‘‘relevant territory’’ (i.e. a member state of the European Union (other thanIreland) or in a country with which Ireland has a double taxation agreement). For this purpose, residenceis determined by reference to the law of the country in which the recipient claims to be resident. Thisexemption from withholding tax will not apply, however, if the interest is paid to a company in connectionwith a trade or business carried on by it through a branch or agency located in Ireland.

In certain circumstances, Irish tax will be required to be withheld at the standard rate from interest onany quoted Eurobond, where such interest is collected by a bank in Ireland on behalf of any Noteholderwho is Irish resident.

Taxation of Noteholders

Notwithstanding that a Noteholder may receive interest on the Notes free of withholding tax, theNoteholder may still be liable to pay Irish income tax. Interest paid on the Notes may have an Irish sourceand therefore be within the charge to Irish income tax and levies. Ireland operates a self assessmentsystem in respect of income tax and any person, including a person who is neither resident nor ordinarilyresident in Ireland, with Irish source income comes within its scope.

However, interest on the Notes will be exempt from Irish income tax if the recipient of the interest isresident in a relevant territory provided either (i) the Notes are quoted Eurobonds and are exempt fromwithholding tax as set out above, or (ii) the recipient of the interest is a company.

Notwithstanding these exemptions from income tax, a corporate recipient that carries on a trade inIreland through a branch or agency in respect of which the Notes are held or attributed, may have aliability to Irish corporation tax on the interest.

Interest on the Notes which does not fall within the above exemptions may be within the charge to Irishincome tax.

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Capital Gains Tax

A holder of Notes will be subject to Irish tax on capital gains on a disposal of Notes unless such holder isneither resident nor ordinarily resident in Ireland and does not carry on a trade in Ireland through abranch or agency in respect of which the Notes are used or held.

Capital Acquisitions Tax

A gift or inheritance comprising of Notes will be within the charge to capital acquisitions tax if either (i)the disponer or the donee/successor in relation to the gift or inheritance is resident or ordinarily residentin Ireland (or, in certain circumstances, if the disponer is domiciled in Ireland irrespective of his residenceor that of the donee/successor) or (ii) if the Notes are regarded as property situate in Ireland. Bearernotes are generally regarded as situated where they are physically located at any particular time, but theNotes may be regarded as situated in Ireland regardless of their physical location as they secure a debtdue by an Irish resident debtor and they may be secured over Irish property. Accordingly, if such Notesare comprised in a gift or inheritance, the gift or inheritance may be within the charge to tax regardless ofthe residence status of the disponer or the donee/successor.

Stamp Duty

No stamp duty or similar tax is imposed in Ireland on the issue transfer or redemption of the Noteswhether they are represented by Global Notes or Definitive Notes.

EU Savings Directive

On 3 June 2003 the Council of the European Union (ECOFIN) adopted a directive regarding thetaxation of interest income. Each EU Member State must implement the directive by enacting legislationthat requires paying agents (within the meaning of the directive) established within its territory to provideto the relevant competent authority details of interest payments made to any individual and certainintermediate entities resident in another EU Member State. The competent authority of the EU MemberState of the paying agent (within the meaning of the directive) is then required to communicate thisinformation to the competent authority of the EU Member State of which the beneficial owner of theinterest is a resident.

Austria, Belgium and Luxembourg may opt instead to withhold tax from interest payments within themeaning of the directive.

Member States must apply the respective provisions with effect from 1 July 2005. Ireland hasimplemented the directive into national law. Any Irish paying agent making an interest payment onbehalf of the Issuer after 1 January 2005 to an individual, and certain residual entities defined in the 1997Act, resident in another EU Member State will have to provide details of the payment to the IrishRevenue Commissioners who in turn will provide such information to the competent authorities of themember state of residence of the individual or residual entity concerned.

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SUBSCRIPTION AND SALE

The Royal Bank of Scotland plc, BNP Paribas, CALYON, Danske Bank A/S and Dresdner Bank AGLondon Branch (the Managers) have, pursuant to a Subscription Agreement (the SubscriptionAgreement) dated 24 June 2005, jointly and severally agreed to subscribe for the Notes at the issueprice of 99.941 per cent. of the principal amount of Notes, less a combined management, underwritingand selling commission of 0.029 per cent. of the principal amount of the Notes. The Issuer will alsoreimburse the Managers in respect of certain of its expenses, and has agreed to indemnify the Managersagainst certain liabilities, incurred in connection with the issue of the Notes. The Subscription Agreementmay be terminated in certain circumstances prior to payment of the Issuer.

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered orsold within the United States or to, or for the account or benefit of, U.S. persons except in certaintransactions exempt from the registration requirements of the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within theUnited States or its possessions or to a United States person, except in certain transactions permitted byU.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. InternalRevenue Code of 1986 and regulations thereunder.

Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sellor deliver the Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after thelater of the commencement of the offering and the Closing Date within the United States or to, or for theaccount or benefit of, U.S. persons and that it will have sent to each dealer to which it sells any Notesduring the distribution compliance period a confirmation or other notice setting forth the restrictions onoffers 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.

In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within theUnited States by any dealer that is not participating in the offering may violate the registrationrequirements of the Securities Act.

United Kingdom

Each Manager has represented and agreed that, except as permitted by the Subscription Agreement:

(a) it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date,will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinaryactivities involve them in acquiring, holding, managing or disposing of investments (as principal oragent) for the purposes of their businesses or otherwise in circumstances which have not resultedand will not result in an offer to the public in the United Kingdom within the meaning of the PublicOffers of Securities Regulations 1995 (as amended);

(b) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of its business and (ii) it has not offered or soldand will not offer or sell any Notes other than to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or as agent) for the purposesof their businesses or who it is reasonable to expect will acquire, hold, manage or dispose ofinvestments (as principal or agent) for the purposes of their businesses where the issue of the Noteswould otherwise constitute a contravention of Section 19 of the Financial Services and Market Act2000 (the FSMA) by the Issuer;

(c) it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the FSMA) received by it in connection with the issue of the Notes in circumstances inwhich Section 21(1) of the FSMA does not apply to the Issuer or would not, if the Guarantor werenot an authorised person, apply to the Guarantor; and

(d) it has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to the Notes in, from or otherwise involving the United Kingdom.

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Ireland

Each of the Managers has represented and agreed that:

(a) except in circumstances which do not constitute an offer to the public within the meaning of theCompanies Act, 1963 (as amended) of Ireland, (the 1963 Act), it has not offered or sold and will notoffer or sell any Notes in Ireland or elsewhere, by means of any document otherwise than incompliance with the provisions of Part XII of the 1963 Act;

(b) it has complied with and will comply with all applicable provisions of the 1963 Act with respect toanything done by it in relation to the Notes in, from or otherwise involving Ireland;

(c) it has not made and will not make any offer or any other Notes which would require a prospectus tobe issued under the European Communities (Transferable Securities and Stock Exchange)Regulations 1992 of Ireland; and

(d) to the extent applicable, it will not underwrite the issue of or place the Notes otherwise than inconformity with the provisions of the Irish Investment Intermediaries Act, 1995 (as amended),including, without limitation, Sections 9, 23 (including any advertising restrictions made thereunder)and Section 37 (including any codes of conduct issued thereunder), and the provisions of the IrishInvestor Compensation Act, 1998, including, without limitation, Section 21.

General

No action has been taken by the Issuer, the Guarantor or any of the Managers that would, or is intendedto, permit a public offer of the Notes or possession or distribution of this Offering Circular or any otheroffering or publicity material relating to the Notes in any country or jurisdiction where any such action forthat purpose is required. Accordingly, each Manager has undertaken that it will not, directly or indirectly,offer or sell any Notes or distribute or publish any offering circular, prospectus, form of application,advertisement or other document or information in any country or jurisdiction except undercircumstances that will, to the best of its knowledge and belief, result in compliance with anyapplicable laws and regulations and all offers and sales of Notes by it will be made on the same terms.

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GENERAL INFORMATION

Authorisation

1. The issue of the Notes was duly authorised by a resolution of the Board of Directors of the Issuerdated 15 April 2005 and the giving of the guarantee by the Guarantor in respect of the Notes wasduly authorised by a resolution of the Board of Directors of the Guarantor dated 15 April 2005.

Listing

2. The admission of the Notes to the Official List will be expressed as a percentage of their nominalamount (excluding accrued interest). It is expected that official listing will be granted on or about27 June 2005 subject only to the issue of the Temporary Global Note. Prior to official listing,dealings will permitted by the Irish Stock Exchange in accordance with its rules.

Clearing Systems

3. The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. TheISIN for this issue is XS0223080176 and the Common Code is 022308017.

No significant change

4. Save as disclosed in this Offering Circular, there has been no significant change in the financial ortrading position of the Issuer, the Guarantor or the Group since 31 December 2004 and there hasbeen no material adverse change in the financial position or prospects of the Issuer, the Guarantoror the Group since 31 December 2004.

Litigation

5. None of the Issuer, the Guarantor and any other member of the Group is involved in any legal orarbitration proceedings (including any proceedings which are pending or threatened of which theIssuer or the Guarantor is aware) which may have or have had in the 12 months preceding the dateof this document a significant effect on the financial position of the Issuer, the Guarantor or theGroup.

Accounts

6. The auditors of the Issuer are Deloitte & Touche Chartered Accountants who have audited theIssuer’s accounts, without qualification, in accordance with generally accepted accounting standardsin Ireland for each of the three financial years ended on 31 December 2004.

The auditors of the Guarantor are Deloitte & Touche Chartered Accountants, who have auditedthe Guarantor’s accounts, without qualification, in accordance with generally accepted accountingstandards in Ireland for each of the three financial years ended on 31 December 2004.

The auditors of the Issuer and the Guarantor have each given and have not withdrawn their consentto the issue of this Offering Circular with the inclusion herein of their reports dated, for the Issuer,15 April 2004 and, for the Group, 9 February 2005, respectively.

U.S. tax

7. The Notes and Coupons will contain the following legend: ‘‘Any United States person who holdsthis obligation will be subject to limitations under the United States income tax laws, including thelimitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.’’

Documents

8. Copies of the following documents will be available for inspection at the registered office of theIssuer and at the specified offices of the Irish Paying Agent for 14 days from the date of these listingparticulars:

(a) the Memorandum and Articles of Association of each of the Issuer and the Guarantor;

(b) the audited financial statements of the Issuer in respect of the financial years ended31 December 2004 and 31 December 2003 and the consolidated financial statements of theGuarantor in respect of the financial years ended 31 December 2004 and 31 December 2003.

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The Issuer and the Guarantor each currently prepares audited accounts on an annual basis;and

(c) the Subscription Agreement, the Trust Deed, and the Agency Agreement.

Trustee’s Action and Certificates

9. The Trust Deed provides for the Trustee to take action on behalf of the Noteholders in certaincircumstances, but only if the Trustee is indemnified and/or secured to its satisfaction. It may not bepossible for the Trustee to take certain actions and accordingly in such circumstances the Trusteewill be unable to take such actions, notwithstanding the provisions of an indemnity and/or securityto it, and it will be for Noteholders to take such action directly.

The Trust Deed provides that the Trustee may rely on any certificate or report (whether or notaddressed to the Trustee) from an expert or any other person provided to or obtained by theTrustee in accordance with the provisions of the Trust Deed whether or not any such certificate orreport or any engagement letter or other document entered into by the Trustee in connectiontherewith contains any monetary or other limit on the liabilities of such expert or such other person.

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ISSUERUlster Bank Finance PLCUlster Bank Group Centre

George’s QuayDublin 2

GUARANTORUlster Bank Ireland LimitedUlster Bank Group Centre

George’s QuayDublin 2

TRUSTEEThe Law Debenture Trust Corporation p.l.c.

Fifth Floor100 Wood Street

London EC2V 7EX

PRINCIPAL PAYING AGENTJPMorgan Chase Bank, National Association

Trinity Tower9 Thomas More Street

London E1W 1YT

PAYING AGENTJ.P. Morgan Bank (Ireland) plc

JPMorgan HouseI.F.S.C.

Dublin 1

LEGAL ADVISERSTo the Issuer and the Guarantor as to Irish law

A&L Goodbody25/28 North Wall Quay

I.F.S.C.Dublin 1

To the Managers and the Trustee as to English lawAllen & Overy LLP

One New ChangeLondon EC4M 9QQ

AUDITORSTo the Issuer and the Guarantor

Deloitte & ToucheDeloitte & Touche House

Earlsfort TerraceDublin 2

IRISH LISTING AGENTA&L Listing Limited

25/28 North Wall QuayDublin 1

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