Obligation Depfa Bank 7% ( DE000A0E5U85 ) en EUR

Depfa Bank

100 % ⇌

Irlande

DE000A0E5U85 ( en EUR )

7% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Depfa Bank DE000A0E5U85 en EUR 7%, échéance Perpétuelle

1 000 EUR

300 000 000 EUR

08/06/2024 ( Dans 21 jours )

L'Obligation émise par Depfa Bank ( Irlande ) , en EUR, avec le code ISIN DE000A0E5U85, paye un coupon de 7% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

DEPFA Funding III LP
(a limited partnership organised under the laws of England and Wales)
300,000,000
Fixed Rate/Variable Rate Guaranteed Non-voting Non-cumulative
Perpetual Preferred Securities
having the benefit of a subordinated guarantee of
DEPFA BANK plc
(incorporated in Ireland with company number 348819)
Issue price: 1,000 per Preferred Security

The 300,000,000 Fixed Rate/Variable Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities (the "Preferred Securities"), each with a
liquidation preference of 1,000 (the "Liquidation Preference"), comprising limited partnership interests in DEPFA Funding III LP (the "Issuer"), are proposed to
be issued on 8th June, 2005 (the "Closing Date"). The Preferred Securities will entitle holders to receive (subject as described herein under "Description of the Preferred
Securities") non-cumulative preferential cash distributions ("Distributions") payable annually in arrear on 8th June in each year (each a "Distribution Payment
Date"), at the rate of 7.00 per cent. per annum on the amount of the Liquidation Preference in respect of the period from and including the Closing Date to but
excluding 8th June, 2008 and thereafter at a variable rate per annum on the amount of the Liquidation Preference, all as more fully described herein under "Description
of the Preferred Securities".
As an English limited partnership, the Issuer will not be a legal entity separate from its partners. All obligations of the Issuer to make payments in respect of the
Preferred Securities will be guaranteed on a limited and subordinated basis by DEPFA BANK plc (the "Guarantor") pursuant to a subordinated guarantee dated 8th
June, 2005 (the "Subordinated Guarantee"), all as more fully described herein under "Subordinated Guarantee".
The Preferred Securities will be perpetual securities and not subject to any mandatory redemption provisions. The Preferred Securities will be redeemable however,
subject to the prior consent of the Irish Financial Services Regulatory Authority (the "Regulator"), on 8th June, 2011 or on any Distribution Payment Date thereafter
in whole, but not in part, at the option of DEPFA BANK plc, which is the general partner of the Issuer (the "General Partner"), at the Liquidation Preference, plus
any Additional Amounts (as defined herein), plus any accrued and unpaid Distributions for the then current Distribution Period (as defined herein) subject to
compliance with the Limited Partnerships Act 1907. The Preferred Securities will also be redeemable at the option of the General Partner at any time following the
occurrence of a Capital Disqualification Event (each as defined herein), as more fully described herein under "Description of the Preferred Securities".
In the event of the dissolution of the Issuer arising as a consequence of the winding-up of the Guarantor, holders of Preferred Securities will be entitled to receive a
liquidation preference in an amount equal to the distributions that those holders would have received in a dissolution of the Guarantor at that time, if they had held,
instead of the Preferred Securities, non-cumulative preference shares issued directly by the Guarantor, having the same liquidation preference and stated distribution
rate as the Preferred Securities, subject as described herein under "Description of the Preferred Securities". The Preferred Securities are expected to be assigned on issue a
rating of "A2" by Moody's Investors Services, Inc., "A" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and "A+" by Fitch
Ratings Ltd. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the
relevant rating organisation.
See "Investment Considerations" for a discussion of certain factors that should be considered by prospective investors.
Application has been made to list the Preferred Securities on Eurolist by Euronext Amsterdam and will be made to list the Preferred Securities on the Official Market
of the Frankfurt Stock Exchange (amtlicher Markt). This Offering Circular constitutes a prospectus for the purpose of the listing and issuing rules (Fondsenreglement) of
Euronext Amsterdam.
The Preferred Securities will be represented on issue by a single global certificate in registered form (the "Global Certificate"). The Global Certificate will be
registered in the name of BT Globenet Nominees Limited as nominee for, and will be deposited with, Clearstream Banking AG, Frankfurt am Main ("Clearstream,
Frankfurt") on or around the Closing Date. The Preferred Securities will also be eligible for clearing and settlement through Euroclear Bank S.A./N.V., as operator
of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
Joint Lead Managers and Joint Bookrunners

BNP PARIBAS
DEUTSCHE BANK
MORGAN STANLEY
Sole Structuring Advisor

The date of this Offering Circular is 7th June, 2005

Each of the Guarantor and the Issuer (acting through its General Partner) confirms, after having made all
reasonable enquiries, that this Offering Circular contains all information with regard to the Issuer, the Guarantor
and its subsidiaries (together, the "Group") and the Preferred Securities which is material in the context of the issue
of the Preferred Securities, that the information contained in this Offering Circular is true and accurate in all
material respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are
honestly held and that there are no other facts the omission of which makes this Offering Circular as a whole, or any
such information or the expression of any such opinion or intention, misleading. The Guarantor accepts
responsibility accordingly.
No person has been authorised to give any information or to make any representation not contained or
incorporated in this Offering Circular and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer, the Guarantor or the Managers (as defined under "Subscription and
Sale" below). Neither the delivery of this Offering Circular nor any subscription, sale or purchase made in
connection herewith shall, in any circumstances, create any implication that there has been no change in the affairs
of the Issuer, the Guarantor or the Group since the date hereof.
Prospective investors should inform themselves as to the legal requirements and tax consequences within the
countries of their residence and domicile for the acquisition, holding or disposal of Preferred Securities or, as the
case may be, Substituted Preference Shares (as defined under "Description of the Preferred Securities" below) and any
foreign exchange restrictions that might be relevant to them. This Offering Circular does not constitute an offer of,
or an invitation by or on behalf of, the Issuer or any of its partners, the Guarantor or the Managers to subscribe for
or purchase any of the Preferred Securities.
Prospective investors should satisfy themselves that they understand all of the risks associated with making
investments in the Preferred Securities. If prospective investors are in any doubt whatsoever as to the risks involved
in investing in the Preferred Securities, they should consult their professional advisers.
The Managers have not separately verified 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 or
any of them as to the accuracy or completeness of the information contained in this Offering Circular or any other
information provided by the Guarantor in connection with the Preferred Securities or their distribution.
The distribution of this Offering Circular and the offering of the Preferred Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the
Guarantor and the Managers to inform themselves about, and to observe, any such restrictions.
In respect of the United Kingdom, this Offering Circular is directed only at (a) investment professionals falling
within article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes)
(Exemptions) Order 2001 (the "Promotion of CIS Order") and article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2001 (the "Financial Promotion Order"), who have professional
experience of participating in unregulated schemes and of matters relating to investments; and/or (b) persons falling
within article 22(2) of the Promotion of CIS Order and article 49(2) of the Financial Promotion Order. Preferred
Securities are only available to such persons. Persons who do not either (i) have such professional experience in
participating in unregulated schemes and in matters relating to investments or (ii) fall within said article 22(2) and
49(2), should not rely on this Offering Circular.
No action has been taken to permit a public offering of the Preferred Securities in any jurisdiction where action
would be required for such purpose. Accordingly, the Preferred Securities may not be offered or sold, directly or
indirectly, and this Offering Circular may not be distributed in any jurisdiction, except in accordance with the legal
requirements applicable in that jurisdiction. In particular, the Preferred Securities have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain
exceptions, the Preferred Securities may not be offered, sold or delivered within the United States or to U.S.

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persons. A further description of certain restrictions on the offering and sale of the Preferred Securities and on the
distribution of this Offering Circular is given under "Subscription and Sale" below.
IN CONNECTION WITH THE ISSUE OF THE PREFERRED SECURITIES, MORGAN STANLEY
& CO. INTERNATIONAL LIMITED OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
PREFERRED SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL FOR A LIMITED PERIOD. HOWEVER THERE MAY BE NO OBLIGATION ON
MORGAN STANLEY & CO. INTERNATIONAL LIMITED OR ANY PERSON ACTING FOR IT TO
DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. STABILISATION
TRANSACTIONS CONDUCTED ON EURONEXT AMSTERDAM MUST BE CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS OF EURONEXT
AMSTERDAM AND ARTICLE 32 (AND ANNEX 6) OF THE FURTHER REGUALTIONS ON
MARKET CONDUCT SUPERVISION OF THE SECURITIES TRADE 2002 (NADERE REGELING
GEDRAGSTOEZICHT EFFECTENVERKEER 2002), AND WILL END 30 DAYS AFTER THE ISSUE
DATE OF THE PREFERRED SECURITIES. STABILISATION TRANSACTIONS CONDUCTED
ON EURONEXT AMSTERDAM MUST BE CONDUCTED BY A MEMBER OF EURONEXT
AMSTERDAM.
All references in this Offering Circular to "EUR", "" and "euro" are to the currency introduced at the start of the
third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended.
TABLE OF CONTENTS
Page
Investment Considerations..............................................................................................................................................................4
Summary of the Preferred Securities and Subordinated Guarantee ........................................................................................7
Description of the Preferred Securities.......................................................................................................................................14
Summary of Provisions Relating to the Preferred Securities in Global Form .....................................................................30
Subordinated Guarantee ................................................................................................................................................................31
Use of Proceeds...............................................................................................................................................................................39
Depfa Funding III LP ....................................................................................................................................................................40
Description of DEPFA BANK plc.............................................................................................................................................42
Consolidated Capitalisation and Indebtedness of DEPFA BANK plc ................................................................................48
Taxation ............................................................................................................................................................................................49
Subscription and Sale .....................................................................................................................................................................56
General Information.......................................................................................................................................................................58
Financial Information.....................................................................................................................................................................62

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INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the following information in conjunction with the other information contained in this
Offering Circular. Defined terms used herein have the meaning given to them in "Description of the Preferred Securities."
Risks Associated with the Guarantor's Financial Condition
An investment in the Preferred Securities will have similar economic risks to an investment in non-cumulative
perpetual preference shares issued directly by the Guarantor having the same liquidation preference and rate of
distribution as the Preferred Securities. It is expected that the Issuer's sole source of funds to pay Distributions on
the Preferred Securities will be payments which it receives from its investments in one or more debt instruments
issued by a member of the Group (the "Subordinated Note"). The rights of Holders shall be represented solely by
the Subordinated Guarantee and the Preferred Securities, and under no circumstances will the rights of Holders be
represented by the Subordinated Note nor shall Holders be entitled to receive or hold the Subordinated Note. The
Preferred Securities are guaranteed on a limited and subordinated basis by the Guarantor pursuant to the terms of
the Subordinated Guarantee. Accordingly, if the Guarantor's financial condition were to deteriorate, the Holders
may suffer direct and materially adverse consequences, including non-payment of Distributions on the Preferred
Securities or of payments under the Subordinated Guarantee.
Limitations to remedies of Holders under the Subordinated Guarantee
Holders may not receive payments from the Guarantor under the Subordinated Guarantee in circumstances where
the Guarantor is prevented by applicable Irish banking regulations or legal or other regulatory requirements from
making such payments.
Distributions Not Cumulative
Distributions on the Preferred Securities are not cumulative. As set out in "Description of the Preferred Securities,"
Distributions on the Preferred Securities will be paid on each Distribution Payment Date out of interest received by
the Issuer from its investments in the Subordinated Note and from other resources legally available, except that the
Issuer will not pay any Distributions and the Guarantor will not make payment in respect of any Distributions in the
circumstances set out in "Description of the Preferred Securities Distributions".
The discretion of the Guarantor's board of directors to resolve that a Distribution should not be paid is unfettered,
except that the Guarantor's board of directors will exercise such discretion not to pay if the Guarantor or any of its
Subsidiaries has suspended payment of, deferred or not paid the most recent payment on any of its preference
shares (unless such payment is the last payment in the Dividend Stopper Period) or Tier 2 Securities (unless prior to
the relevant Distribution Payment Date all the arrears of interest in respect of such Tier 2 Securities have been paid).
If Distributions on the Preferred Securities for any Distribution Period are not paid for the reasons stated above, the
Holders will not be entitled to receive such Distributions (or any payment under the Subordinated Guarantee in
respect of such Distributions).
Perpetual Nature of the Preferred Securities
The Preferred Securities are perpetual securities and have no fixed final redemption date and Holders have no rights
to call for the redemption of the Preferred Securities. Although the Issuer may redeem the Preferred Securities in
certain circumstances (including at its option on 8th June, 2011 or on any Distribution Payment Date thereafter or
following the occurrence of a Capital Disqualification Event at any time), there are limitations on its ability to do so.
Therefore, Holders should be aware that they may be required to bear the financial risks of an investment in the
Preferred Securities for an indefinite period of time.

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Substitution
If a Capital Deficiency Event occurs and is continuing the General Partner has the discretion to cause, and if the
Regulator so requires will cause, the substitution of the Preferred Securities with fully paid non-cumulative
preference shares issued by the Guarantor.
Although the Guarantor has undertaken to apply for a listing for the Substituted Preference Shares there can be no
assurance that, in the event that a Capital Deficiency Event occurs and is continuing, a recognised stock exchange
will agree to list such Substituted Preference Shares.
If a Preferred Securities Substitution occurs it is the current intention of the General Partner to arrange for an
alternative method for investors to hold their Substituted Preference Shares. If an accountholder elects for this
alternative method, then instead of delivering each unit of Substituted Preference Shares directly to the investors,
the General Partner will invite a third party investment bank to arrange for the establishment of a finance company
which will receive each relevant unit of Substituted Preference Shares. Each relevant investor will receive a security
in a nominal amount of 1,000 issued by the finance company and backed by the Substituted Preference Shares.
The General Partner will only offer this alternative means of holding the Substituted Preference Shares if under Irish
law in force at the time of the Preferred Securities Substitution such an arrangement would enable investors to hold
the security in Clearstream, Frankfurt and receive cash flows on the Substituted Preference Shares free of Irish
withholding taxes and such security would be transferable free of Irish stamp taxes.
It may not be possible for the Guarantor and the General Partner to effect this arrangement and the efficacy of any
such arrangement is subject to any change in the tax or regulatory regime.
If the Guarantor issues the Substituted Preference Shares directly to the Holders then under the current Irish tax
regime dividends on such Substituted Preference Shares may be subject to Irish withholding taxes. In such
circumstances the Guarantor will, subject to having available distributable profits, pay such additional amounts by
way of extra dividend to investors as may be necessary in order that the net payments under the Substituted
Preference Shares, after any withholding for taxes imposed by Ireland on such payments, will equal the amount that
would have been received in the absence of any such withholding.
If any Substituted Preference Shares are issued directly to investors transfers will be subject to Irish stamp duty at a
rate of 1 per cent., see "Taxation Ireland".
In addition, the tax treatment for holders of Substituted Preference Shares or the security issued by the finance
company may be different from that for Holders of the Preferred Securities.
No Limitation on Senior Debt
The obligations of the Guarantor under the Subordinated Guarantee will rank:
(a)
junior to all liabilities of the Guarantor including subordinated liabilities (in each case other than any
liability of the Guarantor which constitutes, or is capable of constituting, Tier 1 Capital or which is referred
to in (b) or (c) and any other liability which ranks pari passu with or junior to the Subordinated Guarantee);
(b)
pari passu with Parity Securities, if any, issued by the Guarantor and any guarantee or support agreement of
the Guarantor ranking pari passu with the Subordinated Guarantee; and
(c)
senior to Junior Share Capital.
In the event that the Guarantor is wound-up, liquidated or dissolved, the assets of the Guarantor would be available
to pay obligations under the Subordinated Guarantee only after all payments have been made on senior liabilities
and claims.

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The Guarantor is not prohibited from issuing, guaranteeing or otherwise incurring further debt ranking pari passu
with, or senior to, its obligations under the Subordinated Guarantee.
Absence of prior public markets
The Preferred Securities constitute a new issue of securities by the Issuer. Prior to this issue, there will have been no
public market for the Preferred Securities. Although application will be made for the Preferred Securities to be listed
on the Official Market of the Frankfurt Stock Exchange (amtlicher Markt) and has been made for the Preferred
Securities to be listed on Eurolist by Euronext Amsterdam , there can be no assurance that an active public market
for the Preferred Securities will develop and, if such a market were to develop, the Managers are under no obligation
to maintain such a market. The liquidity and the market prices for the Preferred Securities can be expected to vary
with changes in market and economic conditions, the financial condition and prospects of the Guarantor and other
factors that generally influence the market prices of securities.

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SUMMARY OF THE PREFERRED SECURITIES AND
SUBORDINATED GUARANTEE

The following summary is qualified in its entirety by the more detailed information included elsewhere in this Offering Circular.
Capitalised terms used but not defined in this summary shall bear the respective meanings ascribed to them under "Description of the
Preferred Securities". Prospective investors should also consider carefully, amongst other things, the factors set out under "Investment
Considerations".
Issuer:
DEPFA Funding III LP (the Issuer), an English limited partnership
formed and registered under the Limited Partnerships Act 1907.
The business of the Issuer is to raise and provide finance and financial
support to the Guarantor and its subsidiaries (together, the Group). The
general partner of the partnership will be the Guarantor (the General
Partner).
The business of the partnership, as administered by, or on behalf of, the
General Partner, will include the following:
·
acquiring and holding the Issuer's assets;
·
monitoring the Issuer's assets and determining whether they
continue to be suitable; and
·
functions necessary or incidental thereto.
On the Closing Date, the Issuer's principal assets will be a debt
instrument or instruments issued by a member of the Group (the
Subordinated Note).

Guarantor:
DEPFA BANK plc. The Guarantor is incorporated in Ireland with
limited liability and is the holding company of the Group.
Issue:
300,000,000 Fixed Rate/Variable Rate Guaranteed Non-voting Non-
cumulative Perpetual Preferred Securities (the Preferred Securities),
each with a liquidation preference of 1,000 (the Liquidation
Preference), comprising interests in a limited partnership share in the
Issuer.
Use of Proceeds:
The proceeds of the issue of the Preferred Securities will augment the
Group's regulatory capital base. The Issuer will use the proceeds raised
from the issuance of the Preferred Securities to subscribe for the
Subordinated Note.
Subordinated Guarantee:
The Guarantor will on the Closing Date provide a subordinated
guarantee (the Subordinated Guarantee), which will be in favour of the
Holders.

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The Subordinated Guarantee will rank pari passu with:
(a)
the most senior non-cumulative perpetual preference shares of
the Guarantor (whether or not in issue);
(b) the guarantee provided by the Guarantor in respect of the
outstanding 220,000,000 Floating Rate Non cumulative Trust
Preferred Securities issued on 30th May, 2000 by DEPFA
Funding Trust; and
(c)
the guarantee provided by the Guarantor in respect of the
outstanding 300,000,000 6.50 per cent. Guaranteed Non-
Voting Non-Cumulative Perpetual Preferred Securities and the
outstanding 100,000,000 6.50 per cent. Guaranteed Non-
Voting Non-Cumulative Perpetual Preferred Securities issued
on 30th October, 2003 and 9th February, 2004 respectively, in
each case by DEPFA Funding II LP.
Distributions:
The Preferred Securities will entitle Holders to receive (subject as
described below) non-cumulative preferential cash distributions (the
Distributions).
Distributions will be payable out of the Issuer's own legally available
resources annually in arrear on 8th June in each year (each a
Distribution Payment Date) at the rate of 7.00 per cent. per annum in
respect of the period from and including the Closing Date to but
excluding the Distribution Payment Date falling on 8th June, 2008 and
thereafter at a variable rate of interest per annum which is (i) the
aggregate of 0.10 per cent. per annum and the annual spot 10 year EUR
fixed versus 6 month EUR EURIBOR swap rate or, if less, (ii) 8.00 per
cent. per annum.
Notwithstanding the existence of such resources legally available for
distribution by the Issuer, the Issuer will not pay any Distributions to the
Holders and the Guarantor will not make any payment in respect of
Distributions (including any Additional Amounts) under the
Subordinated Guarantee:
(a)
to the extent that such payment, together with the amount of
any distributions or dividends paid or scheduled to be paid to
holders of Parity Securities on the relevant Distribution
Payment Date would exceed Adjusted Distributable Reserves as
at the Distribution Determination Date immediately preceding
such Distribution Payment Date; or
(b)
even if Adjusted Distributable Reserves are sufficient:
(i)
to the extent that such payment in respect of the
Preferred Securities and/or Parity Securities and/or
the Subordinated Guarantee would cause the
Guarantor not to meet its minimum capital
requirements or not to meet its solvency ratio under
the Capital Adequacy Regulations, as determined by

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the Guarantor's board of directors in its sole
discretion; or
(ii)
to the extent that the Guarantor is not meeting its
minimum capital requirements or is not meeting its
solvency ratios under the Capital Adequacy
Regulations, as determined by the Guarantor's board
of directors (and as notified by the Guarantor's board
of directors to the Regulator and the Issuer) in its sole
discretion; or
(iii)
if the board of directors of the Guarantor has resolved
not later than the Distribution Determination Date
that no Distributions should be made on the next
Distribution Payment Date; or
(iv)
if the Regulator has instructed the General Partner or
the Guarantor not to make such payment.
The discretion of the Guarantor's board of directors to resolve that a
Distribution should not be paid is unfettered, except that the Guarantor's
board of directors will exercise such discretion not to pay if the
Guarantor or any of its Subsidiaries has suspended payment of, deferred
or not paid the most recent payment or foresees suspension of the next
payment on any of its preference shares (unless such payment is the last
payment in the Dividend Stopper Period) or Tier 2 Securities (unless
prior to the relevant Distribution Payment Date of the Preferred
Securities all the deferred and accrued arrears of interest in respect of
such Tier 2 Securities have been paid in full).
To the extent that a Distribution is not paid by reason of the limitations
described above, no payment under the Subordinated Guarantee will be
paid, or may be claimed in respect thereof.
Subject to (b) above, if, on any Distribution Payment Date, Distributions
are not paid in full on the Preferred Securities or dividends or other
distributions are not paid in full on any Parity Securities, but the
Guarantor's board of directors determine that there are sufficient
Adjusted Distributable Reserves to allow payment of part of any
Distribution, the General Partner may determine to pay the Relevant
Proportion of such Distribution.
Distribution and Capital Stopper:
The Guarantor will undertake in the Subordinated Guarantee that, in the
event that any Distribution is not paid it will not:
(c)
declare or pay any distribution or dividend and, where
applicable, will procure that no distribution or dividend is
declared or paid on any Junior Share Capital or Parity Securities,
until the then applicable Dividend Stopper Period has expired;
or
(d)
(if permitted) repurchase or redeem Junior Share Capital or
Parity Securities until the then applicable Dividend Stopper
Period has expired.

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The Guarantor will also undertake in the Subordinated Guarantee that, in
the event that on a Distribution Payment Date the Relevant Proportion
of a Distribution is paid it will only declare and pay (or make a payment
under a guarantee in respect of) an amount not exceeding the Relevant
Proportion of any distribution or dividend (and, where applicable, will
procure that only the Relevant Proportion of any distribution or dividend
is declared or paid) on any Parity Security for the applicable Dividend
Stopper Period.
Capital Deficiency Event and
If a Capital Deficiency Event occurs and is continuing then the General
Substituted Preference Shares:
Partner has the discretion to cause, and if the Regulator requires will so
cause, the substitution of the Preferred Securities for non-cumulative
preference shares issued directly by the Guarantor (the Preferred
Securities Substitution).
On the substitution date, each Preferred Security of 1,000 in liquidation
preference will be substituted for each Substituted Preference Share
which will have a liquidation preference of 1,000 and have rights as to
quantum of distributions and upon liquidation equivalent to the
Preferred Securities.
The General Partner will notify holders if a Capital Deficiency Event
occurs and the Preferred Securities Substitution is to take place. In the
notice the General Partner will include information of the procedures for
effecting the Preferred Securities Substitution.
If a Preferred Securities Substitution occurs it is the current intention of the General
Partner to arrange for an alternative method for investors to hold their Substituted
Preference Shares. If this method is adopted by the General Partner and an
accountholder elects for this alternative method, then instead of delivering each
Substituted Preference Share directly to the investors, the General Partner will invite a
third party investment bank to arrange for the establishment of a finance company
which will receive each relevant Substituted Preference Share. Each relevant investor
will receive a security in a nominal amount of 1,000 issued by the finance company
and backed by the Substituted Preference Shares. The General Partner will only offer
this alternative means of holding the Substituted Preference Shares if under Irish law
in force at the time of the Preferred Securities Substitution such an arrangement would
enable investors to hold the security in Clearstream Banking AG, Frankfurt am
Main ("Clearstream, Frankfurt") and receive cashflows on the Substituted
Preference Shares free of Irish withholding taxes and such security would be
transferable free of Irish stamp taxes.
The above statements in italics will not form part of the terms of the
Preferred Securities and thus will not constitute a contractually binding
commitment.
No Preferred Securities Substitution will take place and the Holders will
continue to hold their Preferred Securities and all their rights thereunder
if prior to the substitution date, a winding-up of the Guarantor occurs.
Optional Redemption:
The Preferred Securities will be perpetual securities and are not subject to
any mandatory redemption provisions. They will, however, be
redeemable on 8th June, 2011 (the First Call Date) or on any

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