Director’s appointment

On [date], upon the recommendation of the Nomination Committee, the Board of the Company has agreed to appoint you as Non-Executive Director. The Irish Financial Services Regulatory Authority has approved your appointment and it is proposed that your co-option to the Board will take place at the meeting on [date]. I am writing to set out the terms of your appointment. It is agreed that this is a contract for services and is not a contract of employment.

Your appointment will be for an initial terms of three years commencing on [date], unless otherwise terminated earlier by and at the discretion of either party upon [one month’s] written notice. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGM’s. Non-Executive Directors are typically expected to serve two-three year terms, although the Board may invite you to serve an additional period.

A schedule of Board and Committee meeting dates for [2005] is set out in the Manual of the Structure and Procedures of the Board enclosed with this letter.

Overall we anticipate a time commitment of an average of about two days per month after the induction phase. This will include attendance at approximately eight Board meetings, the AGM, one annual Board away day, and a periodic visit to meet staff and intermediaries outside of Dublin. You will also sit on two of the three Board Committees and each Committee will meet several times during the year. In addition, you will be expected to devote appropriate preparation time ahead of each meeting.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the Chairman should be sought before accepting additional commitments that might impact on the time you are able to devote to your role as a Non-Executive Director of the Company.

Non-Executive Directors have the same general legal responsibilities to the company as any other Director. The Board as a whole is collectively responsible for the success of the company. The Board :

• Provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
• Sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance; and
• Sets the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met.

All Directors must take decisions objectively in the interests of the Company.

In addition to these requirements of all Directors, the role of the Non-Executive Director has the following key elements:

• Strategy. Non-Executive Directors should constructively challenge and help develop proposals on strategy.
• Performance. Non-Executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
• Risk. Non-Executive Directors should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible; and
• People. Non-Executive Directors are responsible for determining appropriate levels of remuneration of executive Directors and have a prime role in appointing, and where necessary, removing executive directors and in succession planning.

You will be paid a fee of €62,500 gross per annum which will be paid monthly in arrears which will be subject to an annual review by the Board . This is an all-inclusive fee and covers your work on Board Committees in addition to your main Board role. The Company will reimburse you for all reasonable and properly documented expenses you incur in performing the duties of your office. You should in due course advise me regarding the location of your bank, its appropriate reference number and your account number to facilitate direct transfer of these payments.

Details of any interests (including interests in shares) you, your spouse or minor children may have in the Irish Life & Permanent Group must be disclosed in the statutory format.

It is accepted and acknowledged that you have business interests other than those of the company and have declared any conflicts that are apparent at present. In the event that you become aware of any potential conflicts of interest, these should be disclosed to the Chairman and Company Secretary as soon as apparent.

The Board of the Company have determined you to be independent according to provision A.3.1 of the Combined Code.

All information acquired during your appointment is confidential to the Company and should not be released, either during your appointment or following termination (by whatever means), to third parties without prior clearance from the Chairman.

Your attention is drawn in particular to those sections of the Board Manual concerning share dealing and market conduct.

Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of price-sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Chairman or Company Secretary.

Board meetings are normally held at 8.15 a.m. in the Board room on the 9th floor in Irish Life Centre. Board papers are normally ready for dispatch on the preceding Thursday or Friday. I will arrange to have these sent by courier to you at your home address unless advised otherwise.

Immediately after appointment, the Company will provide a comprehensive, formal and tailored induction. This will include the information pack recommended by the Institute of Chartered Secretaries and Administrators (ICSA), available at www.icsa.org.uk. We will also arrange for site visits and meetings with senior and middle management and the Company’s auditors. We will also offer to major shareholders the opportunity to meet you.

The performance of individual Directors and the whole Board and its Committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, you should discuss them with the Chairman as soon as is appropriate.

The Company has Directors’ and officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment. The current indemnity limit is €15 million. Directors are required to make a contribution of €127 per annum to the premium and this will be deducted from your Director’s fees. A copy of the policy document is available if required from the Company Secretary.

Occasions may arise when you consider that you need professional advice in the furtherance of your duties as a Director. Circumstances may occur when it will be appropriate for you to seek advice from independent advisors at the company’s expense. Details of the Board ’s agreed procedure under which Directors may obtain such independent advice are included in the Board Manual. The Company will reimburse the full cost of expenditure incurred in accordance with the agreed policy.

This letter refers to your appointment as a Non-Executive Director of the Company. The Chairman will communicate separately with you as regards your membership of the Board Committees. The terms of reference of the three Board Committees are included in the Board Manual.