Sale of National Europe Holdings (Ireland) Limited

EXHIBIT 4.43

Sale of National Europe Holdings (Ireland) Limited

THIS AGREEMENT is made the 14^th day of December 2004

BETWEEN

(1)                                           NATIONAL EUROPE HOLDINGS LIMITED (registered in England and Wales with number 4080324) whose registered office is at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ (the “Seller”);

(2)                                           NATIONAL AUSTRALIA BANK LIMITED (registered in the State of Victoria, Australia with number ABN 12 004 044 937) whose registered office is at ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the “Seller Guarantor”); and

(3)                                           DANSKE BANK A/S (registered in Denmark with number 61126228) whose registered office is at Holmens Kanal 2-12, 1092 Copenhagen K, Denmark (the “Purchaser”).

RECITALS

(A)                                       Details of NATIONAL EUROPE HOLDINGS (IRELAND) LIMITED are set out in Part 1 of Schedule 1.

(B)                                       The Seller has agreed to sell the Shares to the Purchaser and the Purchaser has agreed to purchase the Shares from the Seller on and subject to the terms and conditions of this Agreement.

NOW IT IS AGREED as follows:

1.                                               Definitions and Interpretation

In this Agreement:

1.1                                          Defined terms:

“Accounts” means, in relation to a company, in relation to any Financial Year of a company, the audited consolidated balance sheet of the relevant company and its subsidiaries as at the Balance Sheet Date in respect of that Financial Year and the audited consolidated profit and loss account of that company and its subsidiaries in respect of that Financial Year together with the notes, reports and statements required by law or Relevant Accounting Standards or Irish Relevant Accounting Standards (as appropriate) to be annexed to them in respect of that period;

“Affiliate” means in relation to any body corporate (i) its parent undertaking; or (ii) any subsidiary undertaking of such body corporate or of its parent undertaking;

“ALCO Derivatives” means derivatives and hedging instruments entered into between the Seller Guarantor and any Group Company on the instruction of the Asset and Liability Committee responsible for overseeing the business activities of the relevant Group Company in order to manage structural balance sheet risk;

“Asbestos” means the fibrous silicate material in any form commonly referred to as asbestos and includes without limitation crocidolite, amosite, chrysolite, fibrous actinolite, fibrous anthrophyllite, fibrous tremolite and any other asbestos fibres and asbestos containing materials;

“Asbestos Management Plan” means the NAGE Asbestos Management Plan as set out on the Data Room Index at 4.1.1.14;

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“Assigned Subordinated Debt Amount” means an amount equal to the outstanding principal amount owed to the Seller Group under the Assigned Subordinated Loans together with unpaid interest accrued thereon as at Completion as set out in the Completion Statement;

“Assigned Subordinated Loans” means all of the Subordinated Loans other than the Assumed Subordinated Loans;

“Assigned Term Debt Amount means an amount equal to the outstanding principal amount owed to the Seller Group under the Assigned Term Loans and unpaid interest accrued thereon as at Completion as set out in the Completion Statement;

“Assigned Term Loans” means all of the Term Loans other than the Assumed Term Loans;

“Associated Company” means a company in which any Group Company holds (directly or indirectly) shares conferring the right to exercise 20 per cent or more of the votes which could (in normal circumstances and disregarding any exceptional or temporary suspension of any voting rights) be cast on a poll at a general meeting of such company and which is not a subsidiary of any Group Company.  Each Associated Company at the date of this Agreement is listed in Part 4 of Schedule 1;

“Assumed Subordinated Debt Amount” means an amount equal to the outstanding principal amount owed to the Seller Group under the Assumed Subordinated Loans together with unpaid interest accrued thereon as at Completion as set out in the Completion Statement;

“Assumed Subordinated Loans”  means such of the Subordinated Loans as are nominated by the Purchaser to the Seller in accordance with clause 2.9;

“Assumed Term Debt Amount” means an amount equal to the outstanding principal amount owed to the Seller Group under the Assumed Term Loans together with unpaid interest accrued thereon as at Completion as set out in the Completion Statement;

“Assumed Term Loans” means such of the Term Loans as are nominated by the Purchaser to the Seller in accordance with clause 2.9;

“Balance Sheet Date” means in relation to any Financial Year of the Company or any Subsidiary the last day of that Financial Year;

“Business” means the businesses conducted by the Group Companies as at the date of this Agreement including:

(a)                                          the businesses described in the Information Memorandum as forming the business being sold; and

(b)                                         all matters to be transferred into the Group pursuant to the Restructuring;

but excluding:

(i)                                             all matters to be transferred out of the Group pursuant to the Restructuring; and

(ii)                                          the businesses described in the Information Memorandum as being retained by the Seller Group;

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“Business Day” means a day (other than a Saturday or Sunday) when banks are open for business in the City of London;

“Central Bank” means the Central Bank and Financial Services Authority of Ireland;

“Company” means the company named in Recital (A);

“Company Accounts” means in relation to any Financial Year of the Company, the audited unconsolidated balance sheet of the Company as at the Balance Sheet Date in respect of that Financial Year and the audited unconsolidated profit and loss account of the Company in respect of that Financial Year together with the notes, reports and statements required by law or Relevant Accounting Standards to be annexed to them in respect of that period;

“Competent Authority” means (i) any person (whether autonomous or not) having legal and/or regulatory authority and/or enforcement powers; (ii) any court of law or tribunal in any jurisdiction; and/or (iii) any Taxation Authority;

“Completion” means completion of the sale and purchase of the Shares pursuant to this Agreement;

“Completion Statement” means the statement prepared and accepted by the Parties or determined as final by the Independent Accountant in accordance with Schedule 5;

“Conditions” means collectively the conditions to Completion set out in clause 4.1;

“Credit Support Annex” means the credit support annex as published by the International Swaps and Derivatives Association Inc. in a form to be agreed between the Seller Guarantor and the Purchaser and to be entered into after the date of this Agreement but prior to Completion in respect of the Derivatives with effect from Completion;

“Data Room” means the information relating to the Group made available by the Seller for review by the Purchaser in hard copy form (and in the case of certain items only, electronic form) containing all items listed on the Data Room Index;

“Data Room Index” means the index of the Data Room annexed to the Disclosure Letter (in two parts relating to documents in London and documents in Dublin);

“Debt Assignment Agreements” means the agreements in a form to be agreed between the Seller and the Purchaser assigning the Assigned Subordinated Loans and Assigned Term Loans from the Seller or its Affiliates to the Purchaser;

“Deed of Assignment of IP” means the agreement between the Seller and the Purchaser in the agreed form to be entered into on Completion which sets out (amongst other things) the terms upon which certain Intellectual Property is to be assigned from the Seller to the Purchaser and the terms upon which certain domain names are to be transferred from the Seller to the Purchaser;

“Derivatives” means the derivatives and hedging instruments between the Seller Guarantor and any Group Company listed in Part 3 of Schedule 12 and such additional derivatives and hedging instruments between the Seller Guarantor and any Group Company entered into prior to Completion and notified by the Seller Guarantor in writing to the Purchaser in accordance with clause 5.1.7;

“DIRT” means deposit interest retention tax;

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“Disclosed” means information fairly disclosed by the Disclosure Documents (and “Disclosure” shall be construed accordingly).  For these purposes fairly disclosed means that in relation to any record, document, matter, fact, Event or other information it will qualify an individual Warranty or negate what would otherwise be a breach of that Warranty to the extent that:

(a)                                          the record, document, matter, fact, Event or other information is specifically referred to by the Seller in the Disclosure Letter; or

(b)                                         if any record, document, matter, fact, Event or other information which forms part of the Disclosure Documents is not specifically referred to by the Seller in the Disclosure Letter, the relevant record, document, matter, fact, Event or other information in relation to that breach:

(i)                                            is clearly disclosed by the relevant Disclosure Document; or

(ii)                                         is otherwise disclosed in a manner such that it would be reasonably apparent to a Reasonable Reader of the Warranties and the relevant Disclosure Documents that there was or was reasonably likely to be a breach of the particular Warranty; or

(c)                                          the nature and scope of the relevant matter is otherwise apparent from the face of a Disclosure Document;

“Disclosure Documents” means

(a)                                          the Disclosure Letter including the general disclosures contained in it; and

(b)                                         the two identical bundles of documents annexed to the Disclosure Letter collated by or on behalf of the Seller, the outside covers or front pages of each such document have been signed for identification by or on behalf of the Seller and the Purchaser (which include the contents of the Data Room other than the items contained in (c)); and

(c)                                          certain items which formed part of the Data Room an electronic copy of which is recorded on the CD Rom annexed to the Disclosure Letter;

“Disclosure Letter” means the letter described as such, dated as of the date of this Agreement and addressed by the Seller to the Purchaser;

“Due Date” has the meaning given to it in clause 6.1;

“Employees” means together the Group Employees, the NAGE Employees and the Other Employees as set out in the worksheet headed “Go with sale” at document 9.1.1.2 in the Data Room Index, subject to subsequent confirmation by the Seller as to the inclusion or otherwise in this category of the seven employees with employee numbers 8001041, 4008311, 2002194, 2001758, 2100396, 3009282, 3007232;

“Employee Letters” means the seven letters in the agreed form to be distributed to Employees or Employee Representatives (as appropriate) by the Seller or relevant Group Company or Seller Group Company advising about the TUPE transfer of the NAGE Employees, novation of employment of the Other Employees or effect of this Agreement on the Employees’ employment (as the case may be);

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“Employee Representatives” means the individuals who are specifically nominated as representatives of the Irish Bank Officials Association and any other employee representatives elected pursuant to TUPE;

“Encumbrance” means any  interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement, or any agreement to create any of the above (other than any such Encumbrance arising in favour of the Purchaser or as a consequence of the entry into this Agreement);

“Environment” means any and all organisms (including man), ecosystems and the following media: air (including the air within buildings and the air within other natural or man-made structures, whether above or below ground); water (including water under or within land or in drains or sewers and coastal and inland waters); and land (including land under water);

“Environmental/Health and Safety Permits” means all or any authorisations, certificates, approvals, permits, licences, registrations or consents (and all conditions attaching thereto) required under any Environmental Law and/or Health and Safety Law for the operation of any Group Company and/or the occupation or use of any of the Properties;

“Environmental and Health and Safety Warranties” has the meaning given to it in Schedule 7;

“Environmental Law” means all laws excluding Health and Safety Law (including without limitation any common law statute or statutory instrument;  regulation, directive or decision, by-law, circular, code, guidance, formal and written order or notice issued by a Competent Authority; injunction, or judgment) in force at the date of this Agreement that are applicable to and legally binding on or in relation to the Properties, the Group and/or the conduct of the Group’s business and in each case to the extent relating to the protection of the Environment or the provision of remedies in respect of harm or damage to the Environment;

“Event” means any act, omission, occurrence, transaction or circumstance (including Completion);

“Financial Year” means (as appropriate) a financial year as defined in accordance with s223 UK CA or s231 NICO or s2(1) ICA;

“Future Environmental Change” means with respect to Environmental and Health and Safety Warranties, any change in the application or interpretation of any law or standard or practice of any regulatory or administrative body, save where in response to a change in law including any change in law as a result of any judgement or determination;

“FSA” means the Financial Services Authority;

“FSMA” means the Financial Services and Markets ▇▇▇ ▇▇▇▇;

“Group” means collectively the Company and the Subsidiaries (and “Group Company” shall be construed accordingly);

“Group Employees” means the employees of the Group;

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“Group Guarantees and Indemnities” means all those guarantees, security and indemnities given by Group Companies prior to the date of Completion insofar as they are given for the benefit of any member of the Seller Group;

“Group Relief Agreement” means the group relief agreement dated the same date as this Agreement between National Australia Group Europe Limited and the Company;

“Group’s Asbestos Policy” means the NAGE Asbestos Policy as set out on the Data Room Index at 4.1.1.15;

“Health and Safety Law” means all laws (excluding Environmental Law) in force at the date of this Agreement applicable to the Properties, the Group and/or the conduct of the Group’s business relating to health and safety in the workplace;

“ICA” means the Irish Companies Act 1963 (as amended);

“IFSRA” means the Irish Financial Services Regulatory Authority;

“Independent Consultant” means National Britannia Limited and National Britannia Group Limited (as Guarantor);

“Information Memorandum” means the information memorandum (including its addendum and appendices) prepared and distributed by Lazard & Co, Limited in relation to the sale of the Company by the Seller dated October 2004 and provided to the Purchaser on 22 October 2004;

“Intellectual Property” means all patents, trade marks, service marks, community trade marks, trade names, business names, unregistered trade and service marks, copyrights, design rights, database rights, rights to or in computer software, Know-How, trade secrets, rights to or in confidential information and all other commercial monopoly rights, intellectual property rights and rights or forms of protection of any such thing (whether or not registered or capable of registration), together with all applications for registration of and rights to apply for, and any licence to use, any of the foregoing;

“Interest Rate” means one per cent. per annum over the base rate of Clydesdale Bank PLC from time to time;

“Intra-group Amounts” means all amounts (including VAT or sales tax included on such amounts) owed, outstanding or accrued by any member of the Seller Group to a Group Company, or by a Group Company to any member of the Seller Group, as at Completion in respect of inter-company activity and the provision of services, facilities and benefits (including amounts owed in respect of salaries or other employment costs) or management services, excluding the Money Market Loans, the Repos, the Subordinated Loans, the Term Loans, the NBET Deposits and the Derivatives;

“IOMFSC” means the Isle of Man Financial Supervision Commission;

“IP Cross-Licence Agreement” means the agreement between the Seller and the Purchaser in the agreed form to be entered into on Completion which sets out (amongst other things): (i) the terms on which certain of the Intellectual Property belonging to the Seller Group is to be licensed to the Group on a transitional basis following Completion; (ii) the terms on which certain of the Intellectual Property belonging to the Group is to be licensed to the Seller Group on a transitional basis following Completion; and (iii) the future obligations and restrictions imposed on the parties in respect of such Intellectual Property;

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“Irish Relevant Accounting Standards” means any of the following in force on the relevant Balance Sheet Date: any applicable Statement of Standard Accounting Practice, Financial Reporting Standard, Urgent Issues Task Force Abstract or Statement of Recommended Practice issued by the Institute of Chartered Accountants in Ireland or anybody recognised by it;

“Irish VAT Act” means the Irish Value Added Tax ▇▇▇ ▇▇▇▇;

“ITA” means the Irish Taxes Consolidation ▇▇▇ ▇▇▇▇;

“IT Systems” means any computer, telecommunications and network equipment and/or computer software or programs (in both source and object code form) of whatsoever nature owned or used exclusively by any Group Company that is material;

“Know-How” means all information, data and methodology not at present in the public domain and all financial, commercial, trade and business secrets of whatever nature and in whatever form including that comprised in, derived from or relating to any drawings, diagrams, illustrations, data, specifications, lists, programs, formulae, technical information, plans, reports, manuals and all other documents, recorded information and data whatsoever and howsoever stored;

“Last Balance Sheet Date” means 30 September 2004;

“Legislation and Regulations” means (1) in relation to the Republic of Ireland, the Central Bank Acts 1942 to 1998, European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992, Central Bank and Financial Services Authority of Ireland ▇▇▇ ▇▇▇▇ and Central Bank and Financial Services Authority of Ireland ▇▇▇ ▇▇▇▇, the Consumer Credit ▇▇▇ ▇▇▇▇, the Insurance Acts 1909-2000, the Criminal Justice ▇▇▇ ▇▇▇▇ and regulations made under the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ relating to the conduct of insurance activities, the Investment Intermediaries Acts 1995-2000, the Code of Practice for Credit Institutions, the Code of Conduct for the Investment Business Services of Credit Institutions and the Advertising Requirements applicable to Credit Institutions each issued by IFSRA and any other codes and requirements issued by IFSRA in accordance with section 117(1) of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇; (2) in relation to the Isle of Man, the Financial Supervision ▇▇▇ ▇▇▇▇ and the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; and (3) in relation to the United Kingdom, Parts VII and VIII of the Proceeds of Crime ▇▇▇ ▇▇▇▇, sections 17 and 18 of the Terrorism ▇▇▇ ▇▇▇▇, the Money Laundering Regulations 2003, FSMA, the regulations made thereunder, the rules of the Financial Services Authority and the Consumer Credit ▇▇▇ ▇▇▇▇ and the regulations made thereunder and (4) any other enactment or legally binding regulations concerning the regulation of the provision of banking and financial services to which any Group Company is subject pursuant to the conduct of the Business;

“Licences” means all licences, permissions, authorisations, permits, registrations and consents which Group Companies are required to maintain pursuant to the Legislation and Regulations;

“Losses and Expenses” means actions, proceedings, losses, damages, payments, liabilities, claims, demands, costs and expenses, or other liabilities including fines, penalties, reasonable legal and other professional fees and any amount paid by the party claiming Losses and Expenses to any person in good faith, having reasonably determined such payment to be due to that person (whether it is or not);

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“Material Adverse Change” means the occurrence between the date of this Agreement and Completion (both inclusive) of any Event which results, or is reasonably likely to result, in:

(a)                                           the revocation or restriction of the existing authorisations of any member of the Group to conduct any business line which is material in the context of the Group taken as a whole;

(b)                                          the inability of any member of the Group to carry on, conduct or operate any existing business line which is material in the context of the Group as a whole;

(c)                                           substantial and permanent damage to the reputation of the Group in any of its key markets or business lines which has a negative impact on the financial position or financial prospects of the Group taken as a whole of a level equivalent to that which would have been suffered had either (a) or (b) above taken place; or

(d)                                          a negative impact on the financial position or financial prospects of the Group taken as a whole of a level equivalent to that which would have been suffered had any of (a), (b) or (c) above taken place.

In determining whether such an Event has occurred any Event arising from any of the following shall not be taken into account and shall be excluded:

(i)                                              changes in stock markets or other general economic conditions;

(ii)                                           changes in conditions generally affecting the banking industry;

(iii)                                        changes arising as a result of terrorism;

(iv)                                       changes in laws, regulations or accounting policies;

provided in the case of changes falling within (i), (ii) and (iv) above such changes do not adversely affect the Group in a clearly disproportionate manner when compared to other companies or businesses operating in the same industry.

“Money Market Loans” means the loans which have been advanced by the Seller Guarantor or National Australia Insurance Services Limited to Group Companies and loans which have been advanced by Group Companies to the Seller Guarantor for a period of less than 365 days as listed in Part 4 of Schedule 12 and such additional loans as the Seller Guarantor may advance to Group Companies or Group Companies may advance to the Seller Guarantor for a period of less than 365 days prior to Completion and notify to the Purchaser in accordance with clause 5.1.7;

“NAGE” means National Australia Group Europe Limited registered in England and Wales with number 02108635;

“NAGE Business Transfer Agreement” means the business transfer agreement in the agreed form to be entered into between NAGE and NB in relation to the transfer of that part of the business of NAGE which consists of the employment of employees based in Northern Ireland and the provision of those employees to NB and its subsidiaries;

“NAGE Employees” has the meaning given in the NAGE Business Transfer Agreement;

“NB” means Northern Bank Limited;

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“NB Accounts” means the Accounts in respect of NB;

“NB Group” means collectively those companies set out in Part 2 of Schedule 1;

“NBET Deposits” means the deposits made by Northern Bank Executor & Trustees Limited with the Seller Guarantor as listed in Part 6 of Schedule 12;

“NBIOM” means Northern Bank (I.O.M.) Limited details of which are set out in Part 2 of Schedule 1;

“NBIS” means Northern Bank Insurance Services Limited details of which are set out in Part 5 of Schedule 1;

“NBIS Accounts” means in relation to any Financial Year of NBIS, the audited unconsolidated balance sheet of NBIS as at the Balance Sheet Date in respect of that Financial Year and the audited unconsolidated profit and loss account of NBIS in respect of that Financial Year together with the notes, reports and statements required by law or Relevant Accounting Standards to be annexed to them in respect of that period;

“NBIS Share Sale Agreement” means the share sale agreement between National Europe Holdings (Wealth Management) Limited and NB in the agreed form;

“NBIS Shares” means the issued share capital of NBIS;

“NIB” means National Irish Bank Limited;

“NIB Accounts” means the Accounts in respect of NIB;

“NIB Group” means collectively those companies set out in Part 3 of Schedule 1;

“NIB Investigations” means the subject matter of the NIB Investigations Deed including the Report, the Investigations, the Practices, Third Party Claims and the Proceedings, as each is defined in the NIB Investigations Deed;

“NIB Investigations Deed” means the deed in the agreed form to be entered into at Completion between the Parties;

“NICO” means the Companies (Northern Ireland) Order 1986;

“Other Employee” means any employee of a Seller Group Undertaking (other than NAGE) who is based in Northern Ireland or the Republic of Ireland, or any employee employed by NAGE in the Isle of Man, as set out in the worksheet headed “IOM NSITE NAB” at document 9.1.1.2 in the Data Room Index, subject to subsequent confirmation by the Seller as to the inclusion or otherwise in this category of the employee with employee number 2100396;

“Parties” means the parties to this Agreement (and “Party” shall be construed accordingly);

“Pension Schemes” means the Northern Bank Pension Scheme (“NBPS”), the National Australia Group Defined Contribution Scheme (“NDCS”), the National Irish Bank Pension Scheme (“NIBPS”), the National Australia Bank Limited Non-Executive Directors’ Retirement Benefits Scheme (the “NEDRBS”) the National Australia Group Europe Limited FURBS for ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Price FURBS”), the National Australia Group Europe Limited FURBS for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “▇▇▇▇▇ FURBS”), the Widows

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Fund of the Officials of the Belfast Banking Company Limited (the “WFOBBC”), the National Australia Bank UK Retirement Benefits Plan, the Clydesdale Bank Pension Scheme and the Yorkshire Bank PLC Pension Fund;

“Pro Forma Accounts” means pro forma financial information of that description relating to the Group as at 30 September 2004 and in respect of the Financial Year ended on that date set out in (i) the final column of document 13.9 in the Data Room Index and (ii) the final column of document 13.3.3.9 in the Data Room Index;

“Properties” means the properties described in the Property Schedules and the expression “Property” shall mean, where the context so admits, any one or more or any part of such properties;

“Property Schedules” means the schedules containing short particulars of the Properties set out in documents 3.1.1 and 3.1.2 of the Data Room Index;

“Provisional Assigned Subordinated Debt Amount” means an amount equal to the Seller’s good faith estimate of the outstanding principal amount owed to the Seller Group under the Assigned Subordinated Loans and unpaid interest accrued thereon as at Completion, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

“Provisional Assigned Term Debt Amount” means an amount equal to the Seller’s good faith estimate of the outstanding principal amount owed to the Seller Group under the Assigned Term Loans and unpaid interest accrued thereon as at Completion, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

“Provisional Assumed Subordinated Debt Amount” means an amount equal to the Seller’s good faith estimate of the outstanding principal amount owed to the Seller Group under the Assumed Subordinated Loans and unpaid interest thereon as at the Completion, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

“Provisional Assumed Term Debt Amount” means an amount equal to the Seller’s good faith estimate of the outstanding principal amount owed to the Seller Group under the Assumed Term Loans and unpaid interest thereon as at Completion, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

“Provisional Consideration” means the provisional consideration payable for the Shares as specified in clause 3.1.1, the Provisional Assigned Subordinated Debt Amount and the Provisional Assigned Term Debt Amount;

“Provisional Intra-group Amount” means in each case an amount equal to the Seller’s good faith estimate in respect of each outstanding Intra-group Amount, as notified in writing to the Purchaser by the Seller not less than one Business Day before Completion;

“Purchaser Group” means the Purchaser and its Affiliates, including (from Completion) the Group;

“Purchaser Group Undertaking” means an entity within the Purchaser Group;

“Purchaser’s Solicitors” means Mayer, Brown, ▇▇▇▇ & Maw LLP of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇;

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“Purchaser Transaction Documents” means those of the Transaction Documents to which any Purchaser Group Undertaking is expressed to be a party;

“Reasonable Reader” means:

(a)                                          in the case of any professional adviser to the Purchaser or any member of the Purchaser’s Group, a person with the knowledge or expertise reasonably to be expected of a leading professional adviser in the relevant professional discipline; and

(b)                                         in any other case, a person with such skill and experience as would ordinarily and reasonably be expected from a person:

(i)                                            engaged in the business of providing services in the course of operation of a business, or the relevant part of a business, which is the same as or similar to the Business under the same or similar circumstances and conditions, and having the relevant responsibility within that business for the subject matter of the Warranty or Disclosure in question; and

(ii)                                         familiar with the process generally involved in acquiring companies and businesses operating in the same business sector as the Group;

“Registered IP” means the registered Intellectual Property owned, used or exploited by the Group, and all applications for registration of the same;

“Regulatory Requirements” means: (a) the requirements of any applicable law; (b) an order of a court of competent jurisdiction; (c) the rules or requirements of any recognised stock exchange or Competent Authority; and (d) any other regulatory requirement;

“Relevant Accounting Standards” means any of the following in force on the relevant Balance Sheet Date: any applicable Statement of Standard Accounting Practice, Financial Reporting Standard, Urgent Issues Task Force Abstract or Statement of Recommended Practice issued by the UK Accounting Standards Board (or any successor body) or any committee of it or body recognised by it;

“Relevant Regulator” means the FSA, IFSRA, Central Bank, IOMFSC and any other regulator to which the Group is subject pursuant to the Legislation and Regulations;

“Relevant IP” means all Registered IP and Unregistered IP;

“Reorganisation” means any intra-group transaction involving or comprising any of the following (other than any such transaction to be effected pursuant to any of the Transaction Documents):

(a)                                          any sale and purchase, assignment, distribution or other transfer or disposal of any shares or other assets;

(b)                                         any transfer, novation or sub-contracting of any liabilities; and

(c)                                          any other form of intra-group reorganisation, reconstruction or arrangement in each case whether or not for full consideration;

“Repos” means the repurchase agreements between the Seller Guarantor and any Group Company listed in Part 5 of Schedule 12 and such additional repurchase agreements as the

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Seller Guarantor may enter into prior to Completion with any Group Company and notify in writing to the Purchaser in accordance with clause 5.1.7;

“Restructuring” means the pre-sale restructuring of the Seller Group and the Group described in the Restructuring Paper;

“Restructuring Paper” means the restructuring paper in the agreed form;

“Seller Group” means the Seller and its Affiliates, excluding the Group;

“Seller Group Undertaking” means an entity within the Seller Group;

“Seller Guarantees and Indemnities” means all those guarantees, security and indemnities given by the Seller or other members of the Seller Group prior to the date of Completion insofar as they are given for the benefit of any Group Company;

“Seller Transaction Documents” means those of the Transaction Documents to which any Seller Group Undertaking is expressed to be a party;

“Seller’s Bank Account” means the account specified by the Seller to the Purchaser for the purposes of this Agreement;

“Seller’s Solicitors” means CMS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (Ref. BHH/JWB/SVN/0N1000.683);

“Senior Employee” means an Employee who, as at the date of this Agreement, is paid a base salary of more than £50,000 a year;

“Shares” means the 133,223,330 fully-paid issued ordinary shares of £1 each in the capital of the Company;

“Subordinated Debt Amount” means the Subordinated Assigned Debt Amount and the Subordinated Assumed Debt Amount taken together;

“Subordinated Loans” means the inter-company loans which have been advanced by the Seller Group to any Group Company on a subordinated basis listed in Part 1 of Schedule 12 and such additional subordinated loans as the Seller Group may advance to any Group Company prior to Completion and notify in writing to the Purchaser in accordance with clause 5.1.7;

“Subsidiaries” means NBIS and the subsidiaries of the Company named in Parts 2 and 3 of Schedule 1;

“Taxation” or “Tax” means:

(a)                                          all forms of taxation and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, value added taxes, stamp duties, withholdings or liabilities; and

(b)                                         any penalty, fine, surcharge or interest payable in connection with any Taxation within paragraph (a) above;

“Taxation Authority” means the Inland Revenue, HM Customs & Excise, the Department of Social Security, the Department for Work and Pensions, the Irish Revenue Commissioners, the Department of Social and Family Affairs, the Isle of Man Assessor of

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Tax Income, the Isle of Man Treasury, the Isle of Man Customs & Excise, the Isle of Man Department of Health & Social Security and any other governmental or other authority whatsoever competent to impose any Taxation;

“Taxation Warranties” means the warranties set out in Part 2 of Schedule 6;

“Tax Deed” means the deed in the agreed form containing certain Taxation covenants between the Seller and the Purchaser;

“TCGA” means the Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇;

“Term Debt Amount” means the Assigned Term Debt Amount and the Assumed Term Debt Amount taken together;

“Term Loans” means the inter-company term loans pursuant to which the Seller Group has loaned funds to any Group Company on an unsubordinated basis which are described in Part 2 of Schedule 12 and such additional term loans as the Seller Group may advance to any Group Company prior to Completion and notify in writing to the Purchaser in accordance with clause 5.1.7;

“Transaction Documents” means this Agreement and any agreements or deeds between the Parties or their Affiliates which are to be executed and/or delivered pursuant to this Agreement (including those listed in Schedules 4 and 10) or in implement of the transactions provided for in this Agreement;

“Transitional Services Agreement” means the agreement between NAGE, the Company, the Seller Guarantor and the Purchaser to be entered into on the date of this Agreement which sets out the terms on which ongoing services are to be provided by the Seller Group to the Group and vice-versa following Completion;

“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 1981;

“UK CA” means the Companies ▇▇▇ ▇▇▇▇;

“UK TA” means the Income and Corporation Taxes ▇▇▇ ▇▇▇▇;

“Unregistered IP” means Intellectual Property owned, used or exploited by the Group other than Registered IP;

“VAT” means value added tax;

“VATA” means the Value Added Tax ▇▇▇ ▇▇▇▇;

“Warranties” means the warranties set out in clauses 8.1 and 8.2 and Schedule 6; and

“Wrong Pocket Asset” has the meaning given to it in clause 2.6.

Interpretation

1.2                                        Reference to any document as being “in the agreed form” means that it is in the form agreed between the Seller and the Purchaser and initialled for the purposes of identification by or on behalf of the Seller and the Purchaser.

1.3                                        References to this “Agreement” means this agreement including the Schedules.

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1.4                                        Where any statement is qualified by the expression “so far as the Seller is aware” or by reference to the knowledge, awareness or belief of the Seller or by an expression of similar import, that statement shall be deemed (except where otherwise expressly provided to the contrary) to be given only on the basis of matters which are within the actual knowledge of the persons named in Schedule 11, having made reasonably diligent enquiries, in each case in respect of the Warranties.

1.5                                        The table of contents and headings and sub-headings are for convenience only and shall not affect the construction of this Agreement.

1.6                                        Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders.  References to any person (which for the purposes of this Agreement shall include natural persons, bodies corporate, unincorporated associations, partnerships, governments, governmental agencies and departments, statutory bodies or other entities, in each case whether or not having a separate legal personality) shall include the person’s successors.

1.7                                        The words “other”, “include” and “including” do not connote limitation in any way.

1.8                                        References to Recitals, Schedules, clauses and appendices are to (respectively) recitals to, schedules to, clauses of and appendices to, this Agreement (unless otherwise specified); and references within a Schedule to paragraphs are to paragraphs of that Schedule (unless otherwise specified); and references to this Agreement include the Schedules.

1.9                                        References in this Agreement to any treaty, statute, statutory provision, directive of the Council of the European Union (whether issued jointly with any other person or under any other name) or other legislation include a reference to that treaty, statute, statutory provision, directive or legislation as amended, extended, re-enacted, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any order, regulation, instrument or other subordinate legislation made under the relevant treaty, statute, statutory provision, directive or legislation PROVIDED ALWAYS THAT the liability of the Seller or the Purchaser shall not be increased by any such amendment, extension, re-enactment, consolidation or replacement made after the date of this Agreement.  For the avoidance of doubt, this proviso shall not apply to any Future Environmental Change.

1.10                                  References to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, organisation, body, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English legal term.

1.11                                  Any reference to “writing” or “written” includes faxes and any legible reproduction of words delivered in permanent and tangible form (but does not include e-mail).

1.12                                  All references to pounds or £ in this Agreement are to pounds sterling.  Any amount expressed in a currency other than pounds sterling shall, to the extent that it requires in whole or in part to be expressed in pounds sterling in order to give due effect to the provisions of the Transaction Documents including calculating whether any monetary limit or threshold set out in the Transaction Documents has been reached, be deemed for that purpose to have been converted into pounds sterling in accordance with clause 1.13.

1.13                                  Subject to any applicable legal requirements governing conversions into pounds sterling, the rate of exchange shall be the closing mid-rate of conversion of that currency into

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pounds sterling as published in the London edition of The Financial Times published on the following dates:

1.13.1                        in relation to any amount to be considered or determined as at Completion (including all amounts in Schedule 5), the next publication date after the date of Completion;

1.13.2                        in relation to assessing any claim made by any Party under any Transaction Document for the purposes of determining whether it falls within any caps or other limitations, the publication date immediately prior to the date the claim is made;

1.13.3                        otherwise, the publication date immediately prior to the date upon which any amount is actually paid under any Transaction Document;

provided that this shall not apply to the extent specific provision is made in relation to any amount for a different rate of exchange to be used.

1.14                                  References to times of the day are (unless otherwise expressly provided) to London time and references to a day are to a period of 24 hours running from midnight on the previous day.

1.15                                    The expressions “subsidiary”, “holding company”, “body corporate”, “parent undertaking” and “subsidiary undertaking” shall have the meanings respectively given to them in UK CA.

1.16                                    Any reference (however expressed) to a person being indemnified against any Losses and Expenses by reference to an Event includes indemnifying and keeping that person indemnified against all Losses and Expenses from time to time made, suffered or incurred by that person as a direct consequence of that Event.

2.                                               Sale and purchase

2.1                                          Obligation to sell and purchase

Subject to the terms and conditions of this Agreement:

2.1.1                                the Seller shall:

(a)                                           sell the Shares to the Purchaser (or any Purchaser Group Undertaking nominated by the Purchaser); and

(b)                                          assign or procure the assignment by the relevant Seller Group Undertakings of the Assigned Subordinated Loans and the Assigned Term Loans to the Purchaser (or any Purchaser Group Undertaking nominated by the Purchaser) on the terms set out in the Debt Assignment Agreements;

2.1.2                                the Purchaser shall, or shall procure that a Purchaser Group Undertaking nominated by the Purchaser shall, relying on the Warranties and other obligations of the Seller under this Agreement:

(a)                                           purchase the entire legal and beneficial ownership in the Shares from the Seller;

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(b)                                          accept the assignment of the Assigned Subordinated Loans and the Assigned Term Loans from the Seller or the relevant Seller Group Undertakings on the terms set out in the Debt Assignment Agreements; and

(c)                                           in a manner compliant with all laws, provide funds to and procure that the relevant Group Company shall repay in full to the Seller and any relevant Seller Group Undertaking the Assumed Subordinated Loans and Assumed Term Loans.

2.2                                          Dividends and distributions

The Shares shall be sold with the benefit of all rights attaching or accruing to them as at Completion, including the right to receive all dividends and distributions (including any return of capital) declared, paid or made by the Company after Completion.

2.3                                          Waiver of Pre-emption Rights

The Seller irrevocably waives and shall procure the waiver of all rights of pre-emption over or other rights to restrict the transfer of the Shares provided for in clause 2.1 conferred either by the articles of association of the Company or in any other way.

2.4                                          Sale of all Shares

Without prejudice to clause 6.2, the Purchaser shall not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously.

2.5                                          Implied covenants for title

The Seller covenants in relation to the Shares, the Assigned Subordinated Loans and the Assigned Term Loans that):

2.5.1                                it (or the relevant Seller Group Undertaking) has full power and the right to transfer the legal and beneficial title to them; and

2.5.2                                the Shares, Assigned Subordinated Loans and the Assigned Term Loans shall on Completion be free from all Encumbrances and other third party rights.

The Seller and each relevant Seller Group Undertaking will at Completion each execute (at its own cost and expense) such documents as the Purchaser reasonably considers necessary to transfer the legal and beneficial ownership in the Shares, the Assigned Subordinated Loans and the Assigned Term Loans to the Purchaser (or its nominee) and secure to the Purchaser the rights attaching to the Shares, the Assigned Subordinated Loans and the Assigned Term Loans.

Part 1 of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ shall not apply to such disposition.

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2.6                                          Transfer of Wrong Pocket Assets

If at any time during the term of the Transitional Services Agreement the Parties become aware that there are any Wrong Pocket Assets, then in respect of each Wrong Pocket Asset:

2.6.1                                the Responsible Party shall, or shall procure that the relevant Holding Party shall:

(a)                                           execute all such deeds and documents as may be necessary for the purpose of transferring the Wrong Pocket Asset free of any Encumbrance to the Receiving Party or its nominee; and

(b)                                          do all such further acts and things and execute all such other documents as may be necessary validly to effect the transfer of the Wrong Pocket Asset to the Receiving Party or its nominee;

PROVIDED that if any third party consent, approval, authorisation or waiver is required for the transfer then the Responsible Party shall use all reasonable endeavours to procure the consent, approval, authorisation or waiver and pending such consent, approval, authorisation or waiver shall hold or shall procure that the benefit of such Wrong Pocket Asset be held on trust for the benefit of the Receiving Party or its nominee; and

2.6.2                              the Receiving Party shall, or shall procure that its nominee shall, forthwith pay to the Holding Party the amount by which the Adjusted Net Assets determined in accordance with Schedule 5 would have been adjusted (taking no account of whether that adjustment would have been positive or negative) had such transfer occurred prior to Completion.

For the purposes of this clause:

“Holding Party” means the Seller Group Undertaking or the Group Company holding the Wrong Pocket Asset;

“Purchaser Wrong Pocket Asset” means any interest, right, property or other asset held by any Seller Group Undertaking which exclusively relates to and/or has previously been exclusively used to carry on the Business, but excluding any such interest, right, property or other asset:

(a)                                          specified in the Information Memorandum as being retained by the Seller Group;

(b)                                         which was transferred to that Seller Group Undertaking in accordance with the Restructuring;

“Receiving Party” means, in the case of a Purchaser Wrong Pocket Asset, the Purchaser; and in the case of a Seller Wrong Pocket Asset, the Seller;

“Responsible Party” means, in the case of a Purchaser Wrong Pocket Asset, the Seller; and in the case of a Seller Wrong Pocket Asset, the Purchaser;

“Seller Wrong Pocket Asset” means any interest, right, property or other asset held by any Group Company which does not exclusively relate to nor has previously been exclusively used to carry on the Business, but excluding any such interest, right, property or other asset:

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(a)                                          specified in the Information Memorandum as being an asset of the Group; or

(b)                                         transferred to the Group in accordance with the Restructuring;

“Wrong Pocket Asset” means a Purchaser Wrong Pocket Asset or a Seller Wrong Pocket Asset.

2.7                                          Notification

The Responsible Party shall promptly notify the Receiving Party on it coming to its attention that there is any Wrong Pocket Asset to which clause 2.6 applies.

2.8                                          Associated Companies

The Purchaser may, not later than 15 February 2005, notify the Seller in writing that it requires the Seller Group to purchase the shareholdings of the Group in the Associated Companies.  If such notification is received by the Seller by that date then at Completion it shall enter into a share purchase agreement with Northern Bank Development Corporation Limited in the same form mutatis mutandis (but ignoring any reference to regulatory consent) with the NBIS Share Sale Agreement save that the purchase price for the shareholdings shall be the net book value at which the shareholdings are recorded in the books of Northern Bank Development Corporation Limited.

2.9                                          Nomination of Assumed Subordinated and Term Loans

Not later than 15 February 2005, the Purchaser shall notify the Seller in writing which of the Subordinated Loans and which of the Term Loans it wishes to treat as Assumed Subordinated Loans and Assumed Term Loans respectively.  This obligation shall be in respect of such loans that have been notified to the Purchaser by 8 February 2005.  In addition, in respect of any further such loans notified to the Purchaser in accordance with clause 5.1.7, the Purchaser shall prior to Completion provide a like notification.

3.                                               Consideration

3.1                                          Provisional Consideration

The Provisional Consideration shall be:

3.1.1                                for the sale of the Shares, a cash payment of £967 million;

3.1.2                                for the assignment of the Assigned Subordinated Loans, a cash payment equal to the Provisional Assigned Subordinated Debt Amount; and

3.1.3                                for the assignment of the Assigned Term Loans,  a cash payment equal to the Provisional Assigned Term Debt Amount.

3.2                                          Adjustment of Provisional Consideration

The consideration for the sale of the Shares, the assignment of the Assigned Subordinated Loans and Assigned Term Loans shall be the Provisional Consideration as adjusted in accordance with Schedule 5.

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3.3                                          Reduction in consideration

Any payment made by the Seller in respect of clause 8 or (except for any amount paid  in respect of the Subordinated Loans, the  Term Loans, the Intra-group Amounts, the Money Market Loans, the Repos, the NBET Deposits and the Derivatives) any other payment made by it pursuant to this Agreement, or under the Tax Deed or the NIB Investigations Deed, shall (and shall be deemed to) reduce the price paid for the Shares under this Agreement by a matching amount.  Except for any amount paid in respect of the Subordinated Loans, the Term Loans, the Intra-group Amounts, the Money Market Loans, the Repos, the NBET Deposits and the Derivatives, any payment made by the Purchaser after Completion pursuant to this Agreement or under the Tax Deed shall (and shall be deemed to) increase the price paid for the Shares under this Agreement by a matching amount.

4.                                               Conditions

4.1                                          Conditions to Completion

Completion is subject to and conditional on fulfilment of the following conditions:

4.1.1                                either:

(i)                                            the Purchaser receiving in terms satisfactory to it confirmation from the European Commission that the transactions or any part of the transactions contemplated in this Agreement (such transactions being the “Concentration”) do not constitute a concentration having a Community dimension within the meaning of Council Regulation (EC) No. 139/2004 (the “Regulation”); or

(ii)                                         the Purchaser receiving in terms satisfactory to it confirmation that (being a concentration having a Community dimension within the meaning of the Regulation) the European Commission has decided to declare the Concentration compatible with the Common Market pursuant to Article 6(1)(b) of the Regulation, either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser or a deemed declaration in respect of the Concentration occurs under Article 10(6) of the Regulation; or

(iii)                                      where the Concentration or any part of it has been referred to a competent authority of any EU Member State under Article 4(4) or Article 9 of the Regulation, the Purchaser receiving from the competent authority of that Member State, confirmation in terms reasonably satisfactory to it that the Concentration has been approved in accordance with the relevant legislation of that EU Member State, and where the European Commission has only referred part of the Concentration, the Purchaser receiving in terms satisfactory to it confirmation that the European Commission has decided not to oppose it and has declared it compatible with the Common Market pursuant to Article 6(1)(b) of the Regulation either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser, or a deemed declaration in respect of the Concentration occurs under Article 10(6) of the Regulation; or

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(iv)                                     following a decision under Article 6(1)(c) of the Regulation to initiate proceedings, the Purchaser receiving in terms satisfactory to it a decision from the European Commission pursuant to Article 6(1)(b) of the Regulation declaring the Concentration compatible with the Common Market, either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser;

and no indication having been made that a European Union or EFTA state may take appropriate measures to protect legitimate interests pursuant to Article 21(4) of the Regulation in relation to the Concentration or any aspect of the Concentration;

4.1.2                                (i)                                            the Purchaser having received an approval notice from the FSA in accordance with the FSMA confirming that there is no objection to the Purchaser becoming a controller of NB and Northern Bank Executor and Trustee Company Limited and (2) the Company and NB (and, where appropriate, their respective holding companies, including from Completion the Purchaser) having received from the FSA an approval notice with respect to them becoming controllers of NBIS for the purposes of the FSMA pursuant to this Agreement; or

(ii)                                         where the approval notices issued by the FSA referred to in clause 4.1.2(i) are expressly subject to the fulfilment of certain conditions, upon the fulfilment of those conditions (as may be varied or cancelled) to the satisfaction of the FSA; or

(iii)                                      in the absence of such notification, the period during which the FSA may serve an approval notice or a decision notice pursuant to the FSMA in relation to such acquisitions of control having elapsed without the FSA having served any such notices;

4.1.3                                the Purchaser having received notification from IFSRA pursuant to Chapter VI of Part II to the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ and Regulation 14 of the European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992 that it approves or, as applicable, has no objection to the Purchaser acquiring the entire issued share capital of NIB and National Irish Investment Bank Limited for the purposes of such legislation or, in the absence of such notification, the period during which the IFSRA may serve notice of refusal of its approval or, as applicable, its objection pursuant to such legislation in relation to the Purchaser acquiring the entire issued share capital of NIB and National Irish Investment Bank Limited having elapsed without the IFSRA having served any such notice of refusal of its approval, or as applicable, objection;

4.1.4                                the Purchaser having received notification from the IOMFSC in accordance with the Isle of Man Banking (General Practice) Regulatory Code 1999 and the Isle of Man Banking ▇▇▇ ▇▇▇▇, that there is no objection to the Purchaser becoming a controller of NBIOM and NB for the purposes of such legislation.

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4.2                                          Satisfaction of Conditions

4.2.1                              The parties shall cooperate to ensure that the Conditions are satisfied as soon as possible and neither the Seller nor the Purchaser shall take any affirmative action with the intention of impeding the satisfying of any Condition.

4.2.2                              The Purchaser shall, subject to clause 4.2.3, as between the Parties have principal responsibility to seek to ensure the fulfilment of the Conditions and shall:

(a)                                         as soon as possible following the date of this Agreement, prepare and submit the notifications and any other correspondence and any other documentation required from time to time in connection with such notifications to the competition authorities and Relevant Regulators referred to in clause 4.1 in order to satisfy the Conditions; and

(b)                                        deal promptly with all discussions, enquiries, correspondence and meetings with or from such competition authorities and Relevant Regulators concerning the Conditions (“Regulator Discussions”);

(c)                                         meet all fees required by the competition authorities and Relevant Regulators;

(d)                                        treat procuring the fulfilment of the Conditions as an urgent management priority and allocate all necessary management and other resources to procuring the fulfilment of the Conditions; and

(e)                                         otherwise use significant endeavours to procure that the Conditions are fulfilled as soon as practicable after the date of this Agreement;

and the Seller and the Purchaser shall keep each other fully informed at all reasonable times as to the progress of the Regulator Discussions and the status of the Conditions generally.

4.2.3                              The Purchaser’s obligations in clause 4.2.2 shall not include any obligation to make any payment to procure the fulfilment of any Condition (other than in relation to fees payable to competition authorities or Relevant Regulators or the payment of the costs and expenses of professional advisers), or the Purchaser or any Purchaser Group Undertaking or any Group Company having to offer or give undertakings/commitments to, or agree a settlement or consent orders with, any competition authority or Relevant Regulator obliging the Purchaser or any Purchaser Group Undertaking or any Group Company:

(a)                                           to divest all or part of the Business, the Shares or any part of its existing business; and/or

(b)                                          to conduct its affairs and/or behave in a particular manner; and/or

(c)                                           to enter into or modify agreements with a third party (or third parties) on particular terms; and/or

(d)                                          to terminate agreements with a third party (or third parties),

if required or requested by, or necessary to overcome any actual or potential concerns of, any competition authority or Relevant Regulator in order to obtain all authorisations, consents, approvals, actions and/or clearances and/or secure

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the expiry or termination of waiting periods and/or the removal of prohibitions or injunctions to Completion.

4.2.4                              The Seller shall (and shall procure that each member of the Seller’s Group shall), provide reasonable assistance where requested in writing to do so to the Purchaser where the fulfilment of any Condition requires the Seller’s assistance and generally use its reasonable endeavours to assist the Purchaser in procuring that the Conditions are fulfilled as soon as practicable following the date of this Agreement.  Such assistance shall include all or any of the following:

(a)                                           the furnishing of information in order to enable any filings or notifications to be prepared;

(b)                                          dealing promptly with all discussions, enquiries, correspondence and requests for information made by any Relevant Regulator or the European Commission concerning the Conditions;

(c)                                           attending (and, if appropriate, requesting) hearings with any Relevant Regulator or the European Commission (withdrawing from such meetings as and when matters confidential to the Purchaser or to the Purchaser Group arise which shall include reasons for the acquisition and the future of the Group).

In addition, should the FSA require a separate notification from NB in relation to NB becoming the controller of NBIS, the Seller shall between the parties have principal responsibility for making that notification and shall make such notification as soon as possible following being called upon to do so and in relation thereto shall comply with clause 4.2.2 as if it were the Purchaser.

For the avoidance of doubt the obligations of the Seller shall not include any obligation to do any of the things set out in clause 4.2.3.

4.2.5                              The Purchaser shall give notice to the Seller of the satisfaction of each of the Conditions as soon as practicable after (and in any event within one Business Day of) the relevant Condition being satisfied.

4.3                                          Non-satisfaction of Conditions

4.3.1                                If any Condition has not been fulfilled by the date falling 12 months after the date of this Agreement then, unless otherwise agreed by the Seller and the Purchaser in writing, this Agreement shall terminate with immediate effect.

4.3.2                                If at any time a Condition becomes incapable of being fulfilled, then unless this has arisen as a result of a failure of the Seller to comply with its obligations under clause 4.2.1 and 4.2.4, the Seller may at any time thereafter terminate this Agreement by notice in writing to the Purchaser, such notice having immediate effect.

4.3.3                                If the Agreement terminates pursuant to clause 4.3.1 or 4.3.2 the Agreement shall lapse and none of the Parties shall have any further rights or obligations against any other Party hereunder, except under clause 4.3.4 (if applicable) which, together with clauses 7.5 and 14 to 22 and 24, shall continue to apply, provided always that the Parties’ accrued rights and obligations, including any rights they may have in respect of any antecedent breach of this Agreement, shall not be affected.

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4.3.4                              If:

(a)                                           the Agreement terminates pursuant to clause 4.3.1 and at the date of termination the Condition set out in clause 4.1.1 has not been satisfied; or

(b)                                          the Agreement terminates pursuant to clause 4.3.2 as a result of the Condition set out in clause 4.1.1 becoming incapable of being fulfilled;

then, provided no Material Adverse Change has occurred prior to the date of termination of the Agreement, on the second Business Day after such termination of this Agreement the Purchaser shall pay to the Seller the sum of £9.67 million by way of electronic transfer for same day value to the Seller’s Bank Account.

4.4                                          Occurrence of a Material Adverse Change

4.4.1                              If a Material Adverse Change occurs then:

(a)                                         the Party that first becomes aware of such occurrence shall notify the other Party in writing of such occurrence as soon as reasonably practicable; and

(b)                                        the Purchaser may within whichever is the shorter of the periods of (i) the period ended on the seventh day after the day during which satisfaction of the last of the Conditions takes place or, if earlier, the Business Day which would otherwise be the Due Date; and (ii) 30 days following the notice in (a), terminate this Agreement by notice in writing to the Seller, such notice having immediate effect.

4.4.2                              Upon such termination notice being given this Agreement shall lapse and none of the Parties shall have any further rights or obligations against any other Party hereunder, except under clauses 7.5 and 14 to 22 and 24 which shall continue to apply, provided always that the Parties’ accrued rights and obligations, including any rights they may have in respect of any antecedent breach of this Agreement, shall not be affected.

5.                                               Conduct of Business pending Completion

5.1                                          Undertakings

The Seller undertakes to the Purchaser that, in the period between the date of this Agreement and the date of Completion (both dates inclusive):

5.1.1                              it will procure that the Business will continue to be carried on in the normal and ordinary course and with a view to profit without any interruption (excluding any interruption arising from any cause or causes beyond the Seller’s or any other member of the Seller’s Group or any member of the Groups reasonable control) and so as to maintain the same as a going concern and shall conduct or cause the Business to be conducted in a manner consistent with the manner in which it has been conducted in the period since 1 October 2002;

5.1.2                              it shall procure that all reasonable endeavours are used to retain and preserve the goodwill of the Business;

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5.1.3                      it will not do and shall use its reasonable endeavours not to permit to be done any act or thing or omit or permit the omission of any act or thing which is intended to impair or have a material adverse effect upon the turnover, financial position or prospects of the NB Group or the NIB Group;

5.1.4                      it will keep and make (and procure that the Subsidiaries keep and make) proper accounting records and true and complete entries in such records of all material dealings and transactions;

5.1.5                      it will promptly provide to the Purchaser in respect of each month, a management report in respect of the Group based upon the format of such report in the agreed form;

5.1.6                      it will use all reasonable endeavours to procure that none of the Group Companies will (except in accordance with a prior waiver in writing given by the Purchaser) do or agree to do any of the matters referred to in Schedule 3; and

5.1.7                      it will notify the Purchaser on each tenth Business Day from the date of this Agreement until Completion of any new Derivative, Money Market Loan, Repo, Term Loan, NBET Deposit or Subordinated Loan and supply to the Purchaser summary documentation (if any) evidencing such Derivative, Money Market Loan, Repo, Term Loan, NBET Deposit or Subordinated Loan, as the case may be and it shall warrant on the date of such notification that the information contained in such notification does not materially overstate or understate such new Derivative, Money Market Loan, Repo, Term Loan, NBET Deposit or Subordinated Loan (as the case may be) in existence at such date and was prepared by the Seller Group in the ordinary course of trading as previously conducted.

5.2                                 Exceptions

No act of a Group Company which is (1) effected in order to satisfy any Regulatory Requirement or (2) effected specifically pursuant to the terms of any Transaction Document (including, without limitation, each part of the Restructuring) shall be regarded as a breach of clause 5.1.  The parties agree that the only obligation provided or undertaking by the Seller pursuant to clause 5.1 or Schedule 3 in relation to the NIB Investigations and the NIB Investigations Deed is that set out in paragraph 16 of Schedule 3.

5.3                                 Confidentiality

The Purchaser shall ensure that, to the extent it receives any commercially sensitive information in relation to the Group as a result of the operation of clause 5.1, and until satisfaction of the Condition set out in clause 4.1.1, it shall restrict access to such information to a limited number of individuals directly involved in the transactions set out in the Transaction Documents.

5.4                                 Depolarisation

The Purchaser acknowledges that changes will be made to the wealth management operations of NBIS (and of the Seller Group) in order to move the planner workforce to a multi-tie model following depolarisation.

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5.5                                 Other agreements

The Purchaser and the Seller shall use all reasonable endeavours in good faith to agree (and to procure that the relevant Group Company or Seller Group Undertaking agrees) the form of (i) a lease from NB to NAGE (or such other Seller Group Undertaking as the Seller may specify) in relation to space at Northern Court, Belfast, and (ii) the service level agreement between NB and Clydesdale Bank PLC relating to the provision of banking services on the Isle of Man to customers of Clydesdale Bank PLC, in each case not later than 14 January 2005.  Once agreed, such documents shall be entered into between their respective parties at or before Completion.  The Seller acknowledges that the Purchaser shall not be a party to these documents but nevertheless shall seek to agree the terms with the Purchaser in accordance with the preceding sentences of this clause 5.5.

6.                                      Completion

6.1                                 Completion date and meeting

Except as otherwise agreed between the Seller and the Purchaser and provided that this Agreement is not terminated in accordance with clause 4.4.1 as a result of a Material Adverse Change prior to Completion, Completion shall take place at the offices of the Seller’s Solicitors on the last day of the month during which satisfaction of the last of the Conditions takes place or, where the last day of that month is not a Business Day, on the next Business Day following that date, provided that if such final Condition is satisfied within one Business Day of the end of a month, Completion shall take place on the last day of the following month, or where the last day of that month is not a Business Day, on the next Business Day following that date, and provided further that in no event shall Completion take place prior to 28 February 2005 (in each case the “Due Date”).  On Completion the Parties shall perform their respective Completion obligations set out in Schedule 4.

6.2                                 Failure to comply

If (a) the provisions of paragraph 1 of Schedule 4 are not complied with on the day of Completion then the Purchaser may, and (b) if the provisions of paragraph 2 of Schedule 4 are not complied with on the day of Completion then the Seller may:

6.2.1                      defer Completion to the month end date next following the date set for Completion by clause 6.1 (or if such day is not a Business Day, to the next succeeding Business Day) (and so that the provisions of this clause 6.2 (other than this paragraph) shall apply to the deferred date for Completion with all necessary modifications);

6.2.2                      without prejudice to its rights under this Agreement, proceed so far as practicable with the transactions contemplated by this Agreement;

6.2.3                      terminate this Agreement without prejudice to its rights and remedies under this Agreement; or

6.2.4                      waive all or any of the requirements of the other contained in Schedule 4 at its discretion.

6.3                                 Effect of Completion

Notwithstanding Completion, each provision of this Agreement (and any other document referred to in it) not performed at or before Completion but which remains capable of performance, the Warranties and all covenants and other undertakings contained in or

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entered into pursuant to this Agreement will remain in full force and effect and (except as otherwise expressly provided) without limit in time.

6.4                                 Registration

The Purchaser shall use all reasonable endeavours to procure that the stock transfer form in relation to the transfer of the Shares is duly registered as soon as reasonably practicable following Completion.

6.5                                 Pending registration

The Seller declares that so long as it (or any of its nominees) remains the registered holder of any of the Shares after Completion, it will (and will procure that any such nominee will):

6.5.1                      hold those Shares and all dividends and other distributions in respect of them, and all other rights arising out of or in connection with them, in trust for the Purchaser; and

6.5.2                      at all times deal with and dispose of those Shares, and all such dividends, distributions and rights attaching to them, as the Purchaser may direct (but the Purchaser shall be liable, and shall reimburse the Seller, for the cost of implementing any such direction).

6.6                                 Notifications

The Purchaser and the Seller shall each procure that promptly following Completion all necessary notifications of the sale of the Group hereunder required to be made individually by them (or by any of their Affiliates) shall be made to all relevant Competent Authorities of any relevant jurisdictions.

6.7                                 Facility Agreement

The Seller Guarantor agrees and acknowledges that, notwithstanding the provisions of clause 5.1(m) of the facility agreement dated 25 June 2004 between the Seller Guarantor and NIB, entry into this Agreement and the performance of each parties’ obligations under this Agreement shall not constitute an event of default or potential event of default under that agreement.

7.                                      Purchaser Warranties and Undertakings

7.1                                 Purchaser Warranties

The Purchaser warrants to the Seller that:

7.1.1                      each Purchaser Group Undertaking which is expressed to be a party to a Purchaser Transaction Document (the “Relevant Purchaser Entities”):

(a)                                  has the requisite power and authority to enter into and perform each of the Purchaser Transaction Documents (in the case of the Purchaser, without any shareholder consent being required);

(b)                                 has obtained all approvals and consents (as applicable, but other than any the subject of the Conditions) required by it for the performance of its obligations under the Purchaser Transaction Documents.

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7.1.2                      all the Purchaser Transaction Documents executed or to be executed by the Relevant Purchaser Entities constitute (or will, when executed, constitute) binding obligations of the Relevant Purchaser Entities in accordance with their respective terms;

7.1.3                      the execution and delivery by each of the Relevant Purchaser Entities of, and the performance by each of the Relevant Purchaser Entities of its obligations under, the Purchaser Transaction Documents will not:

(a)                                  result in a breach of any provision of its memorandum or articles of association;

(b)                                 result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound;

(c)                                  result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound; or

(d)                                 other than in respect of satisfaction of the Conditions, require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority.

7.2                                 Restraint on employee claims

The Purchaser undertakes to the Seller and each other Seller Group Undertaking that (other than in respect of fraud or malicious concealment) it will not, and will procure that no other Purchaser Group Undertaking will, make any claim (in relation to this Agreement or any other Transaction Document or the purchase and sale of the Shares) against any employee, director, agent, officer or adviser of any Seller Group Undertaking on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other Transaction Document.

7.3                                 NIB Investigations Deed

Having regard to the NIB Investigations Deed the Purchaser undertakes to the Seller and each other Seller Group Undertaking that it will not make, and will procure that no other Purchaser Group Undertaking will make any claim against any Seller Group Undertaking with respect to the NIB Investigations under any Transaction Document or otherwise except pursuant to the NIB Investigations Deed.

7.4                                 Holding Out

Subject to the terms of the agreement referred to in paragraph 1.1(m) of Schedule 4 the Purchaser shall procure that following Completion no Group Company holds itself out as being a Seller Group Undertaking.

7.5                                 Non-solicitation

7.5.1                      The Purchaser undertakes to the Seller that neither it nor any Purchaser Group Undertaking shall directly or indirectly in the period of two years after Completion, offer employment to or offer to conclude any contract of service with employees holding executive or managerial posts of any Seller Group Undertaking, provided always that this clause 7.5 shall only apply in relation to persons who (1) have been concerned with the matters recorded in the Transaction Documents or who have otherwise had some contact with, or come

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to the attention of, the Purchaser Group as a result of the transactions effected by the Transaction Documents and the processes associated with those transactions, (2) were employed by a Seller Group Undertaking at Completion and (3) were still so employed at the time of the relevant breach of this clause 7.5.  The provisions of this clause 7.5 shall not preclude the consideration and acceptance in good faith of an application from any such person for a position made on his or her own initiative in good faith in response to a general recruitment advertisement published in good faith by the Purchaser or a Purchaser Group Undertaking.

7.5.2                      It is acknowledged by the Purchaser that monetary damages may not be a sufficient remedy for breach of this clause 7.5 and the Seller shall be entitled to injunctive relief and any other form of equitable relief to enforce the provisions of this clause 7.5.

8.                                      Seller Warranties, Undertakings and Indemnities

8.1                                 Seller Warranties

The Seller warrants to the Purchaser in the terms set out in Schedule 6.  Each of the Warranties set out in the separate paragraphs of Schedule 6 shall be separate and independent and given as at the date of this Agreement.

8.2                                 Repetition

The Seller warrants to the Purchaser in the terms of the Warranties marked by a double asterisk (**) in Schedule 6:

8.2.1                      as if they had been repeated at Completion by reference to the facts and/or circumstances then existing at the time of repetition; and

8.2.2                      on the basis that a reference to Completion were each time substituted for any express or implied reference to the time of this Agreement (but so that any period of time expressed to start at the date of this Agreement shall continue to be deemed to start then);

and references in this Agreement to the Warranties shall include them as so repeated; provided that no matter to which the Seller has consented in accordance with clause 5.1.6 shall be regarded as a breach of any such Warranty.

8.3                                 Knowledge of the Purchaser

The Seller agrees that the rights and remedies of the Purchaser in relation to any of the Warranties shall not be affected or limited by any investigation made or to be made by or on behalf of the Purchaser in relation to the Company or any of the Subsidiaries other than in respect of any information which is Disclosed or of which the Purchaser has actual knowledge.

8.4                                 Information supplied by the Group

8.4.1                      The Seller undertakes to the Purchaser to waive any and all claims which it might otherwise have against each Group Company and/or their respective officers or employees, advisers or agents in respect of any information supplied to it by or on behalf of the Company and/or the Subsidiaries in connection with the Warranties, the Tax Deed and/or the information Disclosed, except (in relation to officers

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and employees only) insofar as the Seller has been fraudulently or maliciously misled by any such officer or employee.

8.4.2                      The Seller agrees that the fact it has relied upon any information or advice supplied by Group Employees or by any member of the Group or their respective officers, employees, advisers or agents prior to the date of this Agreement to the Seller or its agents, representatives or advisers in connection with the Transaction Documents and/or the information Disclosed shall not constitute a defence to any claim by the Purchaser (excluding any Group Company) under the Transaction Documents.

8.4.3                      The Seller agrees that to the extent that any Disclosure Document provides information with respect to the Subordinated Loans, the Term Loans, the Derivatives, the Intra-Group Amounts, the Money Market Loans, the NBET Deposits or the Repos which is inconsistent with the information set forth in Schedule 12, then Schedule 12 shall prevail.

8.5                                 Schedule 7 and exclusions from Schedule 7

Schedule 7 shall have effect; provided that notwithstanding any other provision of this Agreement, the provisions of Schedule 7 shall not apply to any claim made against the Seller in the case of any fraud or malicious concealment on the part of the Seller.

8.6                                 Seller to disclose breaches prior to Completion

The Seller shall promptly upon becoming aware of the same disclose to the Purchaser in writing any:

8.6.1                      Event (including an Event which would or may give rise to a contingent liability) which shall be discovered to have occurred or to exist or which shall happen or occur or shall be threatened prior to Completion which would or might reasonably be expected to cause or constitute a breach of, be inconsistent with or render misleading, untrue or inaccurate any of the Warranties by reference to facts and circumstances then subsisting or which will or are likely to be subsisting at Completion where (were that to be capable of founding a claim against the Seller) the amount that would be recoverable from the Seller in respect of such Warranty Claim would be likely to exceed £1 million; or

8.6.2                      breach of the provisions of clause 5.1 or Schedule 3.

8.7                                 Seller Regulatory Indemnities

The Seller covenants to pay to the Purchaser an amount equal to the Losses and Expenses suffered or incurred by a Group Company as a result of any breach of any Legislation and Regulations where the breach occurred before Completion:

8.7.1                      where that breach relates to the sale of investment bonds (constituting qualifying contracts of insurance) and endowment policies (or the suitability or adequacy of advice given in relation to either of those products) to customers of the Group, where the sale occurred before Completion;

8.7.2                      where that breach relates to the sale by a Group Company of the “tailored business loans” product (and for the purposes of this clause 8.7.2 only the covenant to pay shall relate to a breach of the Legislation and Regulations and any breach of contract, breach of duty of care or negligence);

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8.7.3                      where that breach relates to the sale by a Group Company of insurance/investment products offered by insurance companies which did not have appropriate authorisation to conduct the business concerned;

8.7.4                      in respect of any fines or penalties imposed by the FSA on the Company, NBIS, NB or any Subsidiary listed in Part 2 of Schedule 1 as a result of non-compliance by the Company, NBIS, NB or any Subsidiary listed in Part 2 of Schedule 1 with Legislation and Regulations which form part of the subject matter of the reports by Deloitte & Touche LLP commissioned pursuant to s166 FSMA;

8.7.5                      in respect of any fines or penalties imposed by any Relevant Regulator and any Losses and Expenses in relation to third party claims arising from non-compliance by any Group Company with the Money Laundering Regulations 2003, Parts VII and VIII of the Proceeds of Crime ▇▇▇ ▇▇▇▇ sections 17 and 18 of the Terrorism ▇▇▇ ▇▇▇▇, the Criminal Justice ▇▇▇ ▇▇▇▇ and any legislation that imposes anti-money laundering or prohibition of the financing of terrorism in the Isle of Man;

8.7.6                      where that breach relates to non-compliance by Northern Bank Executor & Trustee Company Limited with legally binding or regulatory requirements to account for client assets, including the reconciliation of securities accounts and of cash accounts;

8.7.7                      where that breach relates to the terms and conditions of gold chargecards issued by any Group Company (and for the purposes of this clause 8.7.7 only the covenant to pay shall relate to a breach of the Legislation and Regulations and any applicable banking code requirements).

8.8                                 Other Seller Indemnities

The Seller covenants to pay to the Purchaser an amount equal to the Losses and Expenses which may be suffered or incurred:

8.8.1                      by the Company, NB or any Subsidiary listed in Part 2 of Schedule 1 in relation only to the super-complaint brought to the Office of Fair Trading for review on overcharging in Northern Ireland on 15 November 2004:

(i)                                   any fine or penalties imposed by the Office of Fair Trading;

(ii)                                any third party claims brought as a result of requirements imposed or recommendations made by the Office of Fair Trading; and

(iii)                             the direct costs (including internal costs but excluding (1) general overhead costs such as employment costs and (2) any loss of profit or other indirect loss) of implementation of any requirements imposed or recommendations made by the Office of Fair Trading in its report;

8.8.2                      by any Group Company as a result of the Restructuring; but excluding any such Losses and Expenses which would have been incurred by a Group Company had the rights, assets, liabilities or other matters transferred to that Group Company as part of the Restructuring always been held by that Group Company;

8.8.3                        by NIB or any Subsidiary listed in Part 3 of Schedule 1 in relation to the Irish High Court case no. 5021P/2001 between Blue Nile Holdings Limited, plaintiff and National Irish Bank Limited, defendant, and, consolidated by order,

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9990P/1999 between Blue Nile Holdings Limited, plaintiff, and National Irish Bank Limited, defendant;

8.8.4                      by NIB or any Subsidiary listed in Part 3 of Schedule 1 as a result of:

(a)                                  the improper collection or charging by NIB or any Subsidiary listed in Part 3 of Schedule 1 prior to Completion of amounts purporting to relate to stamp duty; and

(b)                                 any failings by any NIB or any Subsidiary listed in Part 3 of Schedule 1 prior to Completion to charge or collect stamp duty at the applicable rate as required by the applicable legislation or pursuant to any agreement between such Group Company and the applicable Taxation Authority;

in each case in relation to Bills of Exchange and the levies imposed pursuant to any of s123 (Cash cards), s123A (Debit cards) and s124 (Credit cards and charge cards) of the Irish Stamp Duty Consolidation ▇▇▇ ▇▇▇▇;

8.8.5                      by NB in respect of the fair employment tribunal claim being brought by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ which is referred to in document 6.2.1 in the Data Room Index.

9.                                      Further undertakings of Seller

9.1                                 Covenants

The Seller undertakes to the Purchaser that it shall not (and shall procure that no Seller Group Undertaking shall) whether on its own account or in conjunction with or on behalf of any person and whether directly or indirectly:

9.1.1                      in the period of two years after Completion, offer employment to or offer to conclude any contract of service with employees holding executive or managerial posts of any Group Company Provided always that this clause 9.1.1 shall (1) only apply in relation to persons who were so employed at Completion and who were still so employed at the time of the relevant breach of this clause 9.1.1 and (2) not preclude the consideration and acceptance in good faith of an application from any such person for a position made on his or own initiative in good faith, in response to a general recruitment advertisement published in good faith by the Seller or a Seller Group Undertaking; or

9.1.2                      in the period of two years after Completion (in each case within either the Republic of Ireland or within Northern Ireland) use as a trade or business name or ▇▇▇▇, or carry on a business under a title containing, the word(s) “Northern” or “National Irish” or any part, combination or abbreviation thereof or any similar or other name likely to confuse or mislead any part of the public;

9.1.3                      at any time after Completion publish or disclose to any other person, firm or company or make use of for its own purposes or those of any other person, firm or company any information of all kinds relating to the technical, commercial and financial information and affairs of the any Group Company, names and lists of customers or clients and other information and know-how of a confidential nature concerning or relating to the Business, provided that this obligation shall not apply to:

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(a)                                  any such information which is now or comes to be in the public domain after Completion, other than by reason of the failure on the part of the Seller fully to meet its obligations; and

(b)                                 any such information which relates to both the Group and the Seller Group and which is also used by the Seller Group;

9.1.4                        in the period of two years after Completion:

(a)                                  establish any branch based retail banking presence or other significant presence in the Republic of Ireland; or

(b)                                 establish or carry on a business which has as its aim (or one of its main aims) the doing of business in, or with customers resident in, the Republic of Ireland;

9.1.5                      in the period of two years after Completion:

(a)                                  establish any branch based retail banking presence or other significant presence in Northern Ireland; or

(b)                                 establish or carry on a business which has as its aims (or one of its main aims) the doing of business in, or with customers resident in, Northern Ireland;

9.1.6                      in the period of two years after Completion, canvass, solicit or approach or cause to be canvassed, solicited or approached (in relation to a business which competes with all or part of the Business) the custom of any person who at any time during the 12 months preceding Completion shall have been a customer of the Group (but this shall not prevent the Seller or any Seller Group Undertaking from carrying out general marketing campaigns in the British Isles generally or in a significant part of the British Isles (but not solely the island of Ireland) which are not targeted at such persons); or

9.1.7                      in the period of two years after Completion, enter into an agreement which will lead to the acquisition of or acquire control of or any part of the business of any of (or enter into any joint venture which conducts any of the activities set out in clauses 9.1.4 and 9.1.5) with any of Allied Irish Banks, Anglo Irish Bank, Bank of Ireland, Educational Building Society, Irish Life & Permanent or Irish Nationwide Building Society or any successor to any of them.

Each undertaking contained in this clause 9.1 shall be read and construed independently of the other undertakings and as an entirely separate and severable undertaking.

9.2                                 Extent of covenants

9.2.1                      The Purchaser agrees that the covenants contained in clauses 9.1.4 and 9.1.5 shall

(a)                                  not apply in respect of the business of any entity which becomes part of the Seller Group after Completion pursuant to an acquisition of that entity by the Seller Group and only to the extent of the nature of the business carried on by such entity at the time of its acquisition by the Seller Group, unless it becomes part of the Seller Group as a result of any contravention of clause 9.1.7; and

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(b)                                 not prevent the Seller or any Seller Group Undertaking from carrying on business in the Republic of Ireland or Northern Ireland as part of maintaining customer relationships which derive from the business of the Seller Group as at the date of this Agreement, or which business is otherwise within the scope of the business carried on by the Seller Group as at the date of this Agreement, e.g. the Custom Fleet business, its MLC wealth management platform and its Institutional Markets and Services division).

9.2.2                      Whilst the undertakings in clause 7.5 and clause 9.1 are considered by the Parties to be reasonable in all the circumstances, if any one or more should for any reason be held to be invalid, but would have been held to be valid if part of the wording were deleted, the undertakings shall apply with the minimum modifications necessary to make them valid and effective.

9.3                                 Damages not adequate remedy

It is acknowledged by the Seller that monetary damages may not be a sufficient remedy for breach of this clause 9 and the Purchaser shall be entitled to injunctive relief and any other form of equitable relief to enforce the provisions of this clause 9.

9.4                                 Restrictions on use of names

Subject to any requirement of any Relevant Regulator to the contrary, the Seller shall as soon as is reasonably practicable and in any event within 12 months of Completion, procure that references to NB and NIB or any other members of the Group are removed from all documentation and electronic communications (including without limitation, stationery, emails, websites, brochures, business materials, sales literature, advertising and promotional materials, invoices, written orders and receipts) issued by the Seller Group Undertakings in the ordinary course of their business.

9.5                                 Seller’s post-completion obligations in respect of insurance matters

9.5.1                      Definitions

For the purposes of this clause 9.5:

“Insurers” means the underwriters of the Policies; and

“Policies” means each and every contract of insurance or indemnity in respect of which the Group Companies have an interest as at the date of this Agreement, other than any contracts of insurance or indemnity to the extent that they relate to the NIB Investigations (if any).

9.5.2                      Co-operation

From Completion, the Seller shall, and the Seller shall procure that each Seller Group Undertaking shall, co-operate with and provide all such assistance as is reasonably required to the Purchaser and each other Purchaser Group Undertaking in connection with any existing, actual or potential claim submission to Insurers made by the Group Companies under the Policies, including but not limited to:

(a)                                  providing details relating to and copies of the Policies to the Group Companies;

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(b)                                 assisting the Group Companies to comply with any provision in the Policies requiring notice to Insurers;

(c)                                  responding in a timely manner to requests for documents and information;

(d)                                 providing access to and copies of any document that remains with the Seller Group upon Completion;

(e)                                  participating in disclosure to Insurers or third parties;

(f)                                    using reasonable endeavours to provide evidence or other testimony in England or elsewhere;

(g)                                 allowing the Group Companies to chose whom at the Seller Group should be asked to participate as witnesses and should be asked to participate in discussion sessions;

(h)                                 using their reasonable endeavours (subject to applicable legislation) to procure that any then-current employees, officers or other agents appear and provide evidence with respect to, and take part in, the activities identified in this clause 9.5.2;

(i)                                     using reasonable endeavours to procure former employees, officers, agents or then-current or former lawyers appearing and giving evidence with respect to, and taking part in, the activities identified in this clause 9.5.2; and

(j)                                     using reasonable endeavours to take part as requested by the Group Companies in any proceeding or other forum for adjudication by attending and serving as witness(es).

9.5.3                        Other obligations

(a)                                  From Completion:

(i)                                     the Seller must ensure that the Seller Group does not cancel or commute any of the Policies;

(ii)                                  the Seller shall procure that the Group Companies continue to have the benefit of the cover afforded by the Policies; and

(iii)                               the Seller must ensure that the Seller Group does not do anything which may prejudice the Group Companies’ interests in the Policies.

(b)                                 If any of the Policies contain provision for the proceeds of any claim to be paid directly to any Seller Group Undertaking then, following submission of a claim to Insurers by the Group Companies under the Policies, the Seller will ensure that the proceeds of such claim are paid to any of the Group Companies nominated by the Purchaser.

(c)                                  The Seller must give written notice to the Purchaser within seven days of it becoming aware of any of the Policies becoming void or voidable.

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(d)                                 From Completion the Purchaser shall use its reasonable endeavours to ensure that the Purchaser Group does not do anything which may reduce, avoid or deny the Seller Group’s interests in or cover under the Policies.

NBIS Shares

9.6                                 The Seller undertakes to be responsible for the stamping of, and payment of the stamp duty payable on, the transfer of the NBIS Shares.

10.                               Obligations of the Seller Guarantor

10.1                           Primary obligations

The Seller Guarantor severally, as primary obligor and not as surety only, irrevocably and unconditionally for the benefit of the Purchaser:

10.1.1                guarantees to the Purchaser (in consideration of the Purchaser promising by this clause to pay it the sum of £10,000 on demand) the due and punctual performance of, and the due payment and discharge of all sums and liabilities which now are or at any other time shall be due, owing or incurred by the Seller Obligor(s) to the Purchaser in respect of, the Relevant Obligations; and

10.1.2                undertakes that if any amount guaranteed by this clause 10.1 is not recoverable on the basis of a guarantee for any reason it will (as a separate and independent stipulation) pay the Purchaser on demand whatever amount or amounts shall equal what it would have been liable to pay but for such irrecoverability and covenants to pay the Purchaser an amount equal to all Losses and Expenses suffered or incurred by the Purchaser in connection with such irrecoverability.

10.2                           Continuing guarantee

The provisions set out in clause 10.1 are a continuing guarantee and the Seller Guarantor’s undertakings under this Agreement shall remain in full force and effect until final performance in full of its obligations under this Agreement notwithstanding any intermediate payment or performance or the invalidity or unenforceability in whole or in part of the respective Relevant Obligations or any other event.

10.3                           No discharge

The guarantee and undertakings contained in this clause 10 shall be discharged in relation to the Seller Guarantor by the full performance of its obligations under this Agreement, but otherwise shall not be discharged or affected by any act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate the Seller Guarantor from those obligations in whole or in part including:

10.3.1                the granting of time, or any waiver or other indulgence (including any extension, renewal, acceptance, forbearance or release in respect of any Relevant Obligations);

10.3.2                the taking, variation, compromise, renewal or release of or refusal or neglect to perform or enforce any rights, remedies or securities against its Relevant Obligor or any other person;

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10.3.3                any modification, variation or addition to the terms of any Relevant Obligations or of any other document or security;

10.3.4                any concession granted by the Purchaser to the Seller or by payment or other dealing or anything else (whether relating to the Seller, or any other person);

10.3.5                any irregularity, defect or informality in the terms of any Relevant Obligations or any other document or security or any legal limitation, disability, liquidation or other incapacity on the part of the Seller or any disclaimer by a liquidator or trustee in bankruptcy or want of authority of any person;

10.3.6                any transfer or assignment of any rights or obligations by any Party, whether or not they relate to Relevant Obligations;

10.3.7                any corporate reorganisation, reconstruction, amalgamation, dissolution, liquidation, merger, acquisition of or by or other alteration in the corporate existence or structure of any Party, or the non-existence of its Relevant Obligor; or

10.3.8                any composition or similar arrangement by any Party or any other person.

10.4                           Avoidance

Where any discharge (whether in respect of any Relevant Obligations or any security for Relevant Obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be restored for any reason, any liability of the Seller Guarantor under this Agreement which in the absence of this clause would be released by virtue of that discharge or arrangement shall continue as if the discharge or arrangement had not been made.

10.5                           Other security

The guarantee and undertakings contained in this clause 10 are in addition to and are not in any way prejudiced by or in substitution for any other security or guarantee now or in future held by or on behalf of the Purchaser in respect of the obligations of the Seller under this Agreement.

10.6                           No competition

The Seller Guarantor shall not by virtue of any payment or performance by it under the terms and conditions of this Agreement:

10.6.1                be subrogated to any rights, security or monies held, received or receivable by the Purchaser or be entitled to assert against any person owing any obligation to the Purchaser in connection with this Agreement any right of contribution or indemnity in respect of any payment made or monies received on account of the Seller Guarantor’s liability under this Agreement; or

10.6.2                claim, rank, prove or vote as a creditor of any person owing any obligation to the Purchaser in connection with this Agreement, or that person’s estate, in competition with the Purchaser; or

10.6.3                receive, claim or have the benefit of any payment, distribution or security from or on account of any person owing any obligation to the Purchaser in connection with this Agreement, or exercise any right of set-off against any such person.

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The Seller Guarantor shall hold in trust for, and immediately on demand pay or transfer to, the Purchaser any payment or distribution or benefit of security received by it contrary to this clause 10.6.

10.7                           Enforcement

The Purchaser may claim under the guarantee and undertakings set out in clause 10.1 without first making demand of the Seller or taking any action to claim under or enforce any other right, security or other guarantee which it may hold from time to time in respect of the Seller’s obligations under this Agreement.

10.8                           Definitions

In this clause 10:

“Relevant Obligations” means the Seller Obligor’s obligations to the Purchaser under this Agreement, the IP Cross-Licence Agreement, the Deed of Assignment of IP, the Transitional Services Agreement and the Tax Deed; and

“Seller Obligor” means the Seller and each other Seller Group Undertaking.

11.                               Guarantees, Indemnities and Payment Obligations

11.1                           Release of Guarantees and Indemnities

11.1.1                The Purchaser undertakes to the Seller and each other Seller Group Undertaking that it shall use all reasonable endeavours (which endeavours shall exclude the making of any direct monetary payment to a counterparty) to procure the release, with effect from Completion, of the relevant member of the Seller Group from any Seller Guarantees and Indemnities as soon as is reasonably practicable after Completion or it becoming aware of them (if later).

11.1.2                The Seller undertakes to the Purchaser and each other Purchaser Group Undertaking that it shall use all reasonable endeavours (which endeavours shall exclude the making of any monetary payment) to procure the release, with effect from Completion, of any Group Company from any Group Guarantees and Indemnities as soon as is reasonably practicable after Completion or it becoming aware of them (if later).

11.2                           Indemnities

With effect from Completion and pending any release referred to in clause 11.1:

11.2.1                the Purchaser covenants to pay the Seller an amount equal to all Losses and Expenses suffered or incurred by a Seller Group Undertaking in respect of the obligations and liabilities arising under any Seller Guarantees and Indemnities following Completion; and

11.2.2                the Seller covenants to pay the Purchaser an amount equal to all Losses and Expenses suffered or incurred by a Purchaser Group Undertaking in respect of the obligations and liabilities arising under any of the Group Guarantees and Indemnities following Completion.

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11.3                           Money Market Loans and Repos

The Purchaser shall procure that the Group Companies shall pay all amounts pursuant to Money Market Loans and Repos owing by them to the Seller Group in accordance with the terms of any underlying agreement in respect of which such amounts have arisen or are owed or, in the absence of such agreement, by no later than 20 Business Days after Completion, unless paid earlier.  The Seller shall and shall procure that the other Seller Group Undertakings pay to the Group Companies all amounts pursuant to Money Market Loans and Repos owing by them to the Group Companies in accordance with the terms of any underlying agreement in respect of which such amounts have arisen or are owed or, in the absence of such agreement, by no later than 20 Business Days after Completion, unless paid earlier.

11.4                           NBET Deposits

The Seller Guarantor shall pay to National Bank Executor & Trustees Limited all amounts pursuant to NBET Deposits owing by it to National Bank Executor & Trustees Limited in accordance with the terms of any underlying agreement in respect of which such amounts have arisen or are owed, except as otherwise agreed between the Seller Guarantor and the Purchaser.

12.                               Employees, Pensions and Contractors

12.1                           Transfer of NAGE Employees

The Seller shall procure that NAGE and NB enter into and complete the NAGE Business Transfer Agreement on or before 15 February 2005, which shall be in the agreed form (subject to such changes as may be agreed between the Seller and Purchaser following consultation with the Employee Representatives), and which will provide pursuant to TUPE for the transfer to NB of the NAGE Employees (the “Transfer”).  In connection with the Transfer:

12.1.1                subject to clause 12.1.2, the Seller warrants to the Purchaser that NAGE will consult with the Employee Representatives with respect to the Transfer; and

12.1.2                the Purchaser undertakes to the Seller that it will provide to NAGE as soon as practicable (and in any event within 21 days after the date of this Agreement) all necessary information concerning any measures which it envisages it will take in relation to the NAGE Employees in connection with the transfer to enable NAGE fully to comply with its obligations under TUPE; and

12.1.3                the Seller covenants to pay the Purchaser an amount equal to all Losses and Expenses suffered or incurred by the Purchaser or a member of the Group arising out of or relating to any obligations of NAGE under the NAGE Business Transfer Agreement and for:

(a)                                  any act or omission of NAGE prior to the Transfer arising out of or relating to the employment of any of the Employees which constitutes in accordance with the terms of this Agreement (including Schedule 7) a breach of the Warranties set out in paragraph 19 of Schedule 6;

(b)                                 any failure by NAGE to inform and consult in accordance with TUPE, save to the extent that such failure is attributable to any failure by the Purchaser to provide NAGE or NB (as the case may be) on a timely

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basis with all necessary information concerning any measures which it proposes to take in relation to the NAGE Employees to enable NAGE fully to comply with its obligations under TUPE.

12.2                           Non-transferring NAGE Employees

12.2.1                If the contract of employment of any NAGE Employee is found or alleged to continue with NAGE after the Transfer, the Purchaser agrees that (with effect from Completion):

(a)                                  in consultation with the Seller and NAGE it will procure that NB will within seven days of becoming actually aware of such a finding or allegation make to that person an offer in writing to employ him or her under a new contract of employment to take effect upon the termination referred to below; and

(b)                                 it will procure that such offer of employment will be on terms and conditions which when taken as a whole do not materially differ from the terms and conditions of employment of that person immediately before the Transfer.

12.2.2                Upon the earlier of that offer being made by NB and the expiry of seven days from a request by the Seller or NAGE for NB to make that offer, NAGE may terminate the employment of the NAGE Employee concerned and upon it so doing the Purchaser covenants to pay to the Seller and NAGE an amount equal to all Losses and Expenses arising directly out of the employment and/or termination of employment of that NAGE Employee from the date of Transfer until the termination of such employment.

12.3                           Transfers of employees other than NAGE Employees

12.3.1                If the contract of employment of any person employed by NAGE who is not a NAGE Employee is found or alleged to have effect pursuant to TUPE after the Transfer as if it were a contract of employment originally made with NB, the Seller agrees that:

(a)                                  in consultation with the Purchaser and NB it will procure that NAGE will within seven days of becoming actually aware of such a finding or allegation make to that person an offer in writing to employ him or her under a new contract of employment to take effect upon the termination referred to below; and

(b)                                 it will procure that such offer of employment will be on terms and conditions which when taken as a whole do not materially differ from the terms and conditions of employment of that person immediately before the Transfer.

12.3.2                Upon the earlier of that offer being made by NAGE and the expiry of seven days from a request by the Purchaser or NB for NAGE to make that offer, NB may terminate the employment of the person concerned and upon it so doing the Seller covenants to pay the Purchaser and NB an amount equal to all Losses and Expenses arising directly out of the employment and/or termination of employment of that person from Transfer until the termination of such employment.

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12.4                           Other Employees of Non-Group Companies

The Seller undertakes to procure that those members of the Seller Group who employ Other Employees will use their reasonable endeavours to cause such Other Employees to agree to the transfer of their employment to NB or NIB (as appropriate) with effect from completion of the NAGE Business Transfer Agreement, pursuant to the Employee Letters (as amended in accordance with clause 12.9.2 below).  If any such Other Employee refuses to consent to the transfer of his or her employment pursuant to such Employee Letters and the relevant Purchaser Group Undertaking terminates the employment of such employee at any time on or after Completion, the Seller agrees that in that event it shall be responsible, and will reimburse the Purchaser, for the costs arising therefrom, including for redundancy and/or unfair dismissal.

12.5                           Retention Bonus

The Seller shall, within 3 months from the Completion Date, pay to the Purchaser an amount equal to the amount which the Purchaser or any Group Company is required to pay any of the Employees in respect of the bonuses that are to be paid in connection with Completion as set out in documents 9.9.3.15-17 on the Data Room Index plus the amount of any employer’s national insurance contributions payable on those bonuses.

12.6                           Access to Employees

The Seller or NAGE (as the case may be) shall consult and keep the Purchaser fully informed regarding any information the Seller or NAGE proposes to give to the Employees and the Employee Representatives or any consultation it has with the Employees and the Employee Representatives regarding this Agreement, the Seller’s share schemes or the NAGE Business Transfer Agreement prior to Completion, and the Purchaser will be entitled to attend any meetings prior to Completion at which information is given to or there is consultation with Employees and the Employee Representatives.

12.7                           Employee Objections

If any Employee informs NAGE or NB that he or she objects to the transfer of his employment to NB under the NAGE Business Transfer Agreement, the Seller shall procure that NAGE or NB (as the case may be) shall notify the Purchaser as soon as reasonably practicable and the Seller shall procure that each of NAGE and NB shall use all reasonable endeavours to persuade such Employee to withdraw that objection and accept employment with NB.

12.8                           Mutual Assistance

The Seller or NAGE (as the case may be) and the Purchaser shall give each other such assistance as either may reasonably require to comply with TUPE in relation to the NAGE Employees and in contesting any claim by any person employed or engaged in the Business at or before Completion resulting from or in connection with this Agreement.

12.9                           Letter to Employees

12.9.1                The Seller shall distribute on behalf of the Purchaser as soon as reasonably practicable after the date of signing this Agreement to each of the Employees a letter in a form agreed between the Seller and the Purchaser.

12.9.2                The Seller shall or shall procure that the relevant Group Company or Seller Group Undertaking shall distribute to each of the Employees or the Employee

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Representatives (as the case may be) on or before 15 February 2005 the relevant Employee Letter (subject to such changes to the letters as may be agreed between the Seller and the Purchaser following consultation with the Employee Representatives).

12.10                     Pensions

Schedule 8 sets out the arrangements relating to pensions and shall have effect as of Completion.

12.11                     Share options and performance share rights

12.11.1          The Seller and the Seller Guarantor shall procure that no option or other right to acquire shares in the Seller Guarantor granted to an Employee before Completion pursuant to the National Australia Bank Executive Share Option Plan No. 2 or the National Australia Bank Performance Rights Plan (whether or not the relevant person was an Employee at the date of grant of the relevant option or other right) shall lapse as a result of the Employee ceasing to be an employee of a member of the Seller Group, where such cessation of employment arises solely by virtue of the terms of this Agreement (together with any transactions undertaken in contemplation of or pursuant to this Agreement) (but without prejudice to where such cessation of employment arises for any other reason).

12.11.2          The Seller shall, or shall procure that a member of the Seller Group shall, account for and pay to the relevant Taxation Authority any income tax under the PAYE system and any national insurance contributions (and any equivalent Taxes in the Republic of Ireland) which may become payable (whether or not that liability falls on a member of the Seller Group) in each case in connection with the exercise of any option or other right referred to in clause 12.11.1 or the acquisition of shares pursuant to any such option or right.  For the avoidance of doubt, nothing in this clause 12.11.2 shall affect any rights that the Seller Group may have pursuant to the National Australia Bank Executive Share Option Plan No. 2 or the National Australia Bank Performance Rights Plan to recover any such income tax and national insurance contributions from an Employee in connection with the exercise of such option or right.

12.11.3          The Seller shall, as soon as reasonably practicable, pursuant to a written request from the Purchaser arising as a result of the obligations of a Purchaser Group Undertaking to the relevant Taxation Authority, inform the Purchaser of the details of the exercise of any option or other right referred to in clause 12.11.1 together with the amounts of Tax paid in connection with that exercise.

13.                               Contracts

Schedule 9 sets out the arrangements relating to certain contracts of the Group and the Seller Group and shall have effect as of Completion.

14.                               Third party rights and further assurance

14.1                           Third party rights

The parties agree that:

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14.1.1                the third parties having the benefit of the provisions of clauses 2.1, 7.2, 7.3, 8.4.1, 11.1, 11.2 and 12.11 shall be entitled to enforce those provisions pursuant to the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇;

14.1.2                no other term of this Agreement shall be enforceable pursuant to the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.

14.2                           Right to rescind or vary

Notwithstanding the rights conferred by clause 14.1.1, this Agreement may be terminated, rescinded or varied in any way and at any time (and any matter arising from this Agreement may be waived or settled) by the Parties hereto without the consent of (or liability to) any person having the benefit of those rights.

14.3                           Further assurance

The Seller, from time to time on being required to do so by the Purchaser, and the Purchaser, from time to time on being required to do so by the Seller, shall promptly do or procure the doing of all such acts and/or execute or procure the execution of all such documents as are necessary for giving full effect to this Agreement (or to such parts of it as remain operative after termination) and the Transaction Documents.

15.                               Confidentiality and announcements

15.1                           Prohibition on disclosure

Each of the Parties undertakes to keep confidential (except as expressly provided in this Agreement) at all times after the date of this Agreement, and not directly or indirectly reveal, report, publish, disclose or transfer or use for that Party’s own or any other purposes, any confidential information received or obtained as a result of entering into or performing, or supplied by or on behalf of any other Party in the negotiations leading to, this Agreement or any other Transaction Document and which relates to the negotiations relating to this Agreement or any other Transaction Document, the subject matter and/or provisions of this Agreement or any other Transaction Document, or any other Party.  The Seller shall also treat as strictly confidential, and shall procure that the other Seller Group Undertakings shall treat as strictly confidential, all information known or received or obtained by the Seller Group Undertakings which is not in the public domain and which relates to the affairs of the Group, other than information which also relates to the Seller Group (to the extent it so relates).

15.2                           Permitted disclosures

The prohibition in clause 15.1 does not apply if:

15.2.1                the information was in the public domain before it was furnished to the relevant Party or, after it was furnished to that Party, entered the public domain otherwise than as a result of (i) a breach by that Party of this clause or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that Party;

15.2.2                disclosure is necessary in order to comply with applicable statutory requirements and/or Regulatory Requirements to which any Seller Group Undertaking or Purchaser Group Undertaking is subject or reasonably submits;

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15.2.3                disclosure is made to such of the relevant Party’s employees, directors, agents, consultants and professional advisers as are involved in the transactions contemplated by this Agreement and is restricted to matters necessary for the proper performance of their duties or services in relation to those transactions;

15.2.4                disclosure is required to vest in the relevant Party the full benefit of this Agreement;

15.2.5                disclosure has been approved by the Party whose confidential information it is, in advance in writing; or

15.2.6                disclosure is made to the relevant Party’s permitted assignees, provided the Party’s permitted assignee first agrees to keep confidential any such information disclosed in accordance with the terms of this clause 15;

provided that any such information disclosable pursuant to clause 15.2.2 shall be disclosed only to the extent required by applicable statutory or Regulatory Requirements and (unless such consultation is prohibited by statutory or regulatory requirements) only after consultation with the Purchaser or the Seller (as the case may be) to the extent that it is practicable for such consultation to take place.

15.3                           Announcements

No Party shall make any formal press release or other public announcement in connection with any of the transactions contemplated by this Agreement except an announcement in the agreed form or in any other form agreed by the Purchaser and the Seller or any announcement required by any applicable Regulatory Requirements (provided that, unless such consultation is prohibited by Regulatory Requirements, it is made only after consultation with the Purchaser or the Seller (as the case may be)) to the extent that it is practicable for such consultation to take place.

15.4                           No limit in time

The restrictions contained in this clause 15 shall continue to apply without limit in time.

15.5                           Notices to customer

Nothing in this Agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of the Group informing it of the fact only that the Purchaser has purchased the Shares.

16.                               Assignment

16.1                           No assignment without consent

Subject to clause 16.2, neither the Purchaser nor the Seller may assign, transfer, charge or deal in any way with the benefit of, or any of its rights under or interest in, this Agreement or sub-contract any or all of its obligations under this Agreement or do any such thing in relation to any document or arrangement expressed to be supplemental to this Agreement or which this Agreement expressly preserves or requires to be executed, except in accordance with a prior waiver given by (in the case of the Purchaser) the Seller or (in the case of the Seller) the Purchaser.

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16.2                           Assignment by Purchaser within the Purchaser Group

The Purchaser is permitted to assign the benefit of, and any of its rights under or interest in this Agreement (including under the Warranties) together with any cause of action arising in connection with any of them to any Purchaser Group Undertaking.

16.3                           Terms of Assignment or Nomination

Any assignment of this Agreement and any nomination of any third party to receive the benefit of any provision of this Agreement shall be subject to the following terms:

16.3.1                no such assignment or nominating shall relieve the Party assigning or nominating of any of its obligations under this agreement; and

16.3.2                in no case shall the liability of any other Party to any assignee be greater than it would have been if no such assignment had taken place.

16.4                           Successors in title

This Agreement shall be binding upon and enure for the benefit of the permitted assigns and successors in title of each of the Parties and references to the Parties shall be construed accordingly.

17.                               Waiver; variation; invalidity

17.1                           No waiver by omission, delay or partial exercise

No power, remedy or other right provided by law or under this Agreement shall be waived, impaired or precluded by any delay or omission to exercise it, any single or partial exercise or waiver of it on an earlier occasion or any delay or omission to exercise, or single or partial exercise, of any other power, remedy or other right.

17.2                           Exercise

Subject to the provisions of this Agreement, each Party may exercise any power, remedy or other right that it may have as often as it thinks necessary.

17.3                           Waivers and variations to be in writing

Any waiver of any power, remedy or other right under this Agreement must be in writing, and shall be confined to the specific circumstances in which it is given and no variation to this Agreement shall be of any effect unless it is agreed in writing and signed by or on behalf of each Party.

17.4                           No unreasonable delay

In this Agreement where any person is required to perform any act or give any consent or approval or do any other thing, it shall, in the absence of any specified time limit, perform, give or do or (as the case may be) notify its withholding of its consent or approval as soon as is reasonably practicable in all the circumstances.

17.5                           Invalidity

Each of the provisions of this Agreement is severable.  If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall

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not affect or impair the legality, validity or enforceability in that jurisdiction of the other provisions of this Agreement, or of that or any other provisions of this Agreement in any other jurisdiction; and the Parties will use reasonable endeavours to negotiate in good faith with a view to replacing it with one or more provisions which would be legal, valid and enforceable but which differ from the replaced provision as little as possible.

18.                               Costs and expenses

18.1                           Parties to bear own costs

Except as otherwise stated in this Agreement, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and the Transaction Documents.

18.2                           Stamp duties

All stamp duties duly payable in relation to the transactions contemplated by this Agreement other than in relation to the Restructuring, including the transfer of the NBIS Shares referred to at paragraph 1.1(i) of Schedule 4, shall be payable by the Purchaser.

19.                               Payments

19.1                           Payments to be made without set-off

All payments to be made under this Agreement (including any payments under clause 10) shall be made in full without any set-off, restriction, condition or counterclaim and free from any deduction or withholding except as may be required by law (in which event such deduction or withholding shall not exceed the minimum amount required by law).  For the avoidance of doubt, to the extent that the Seller has been notified by the appropriate Taxation Authority that it is entitled to make payments to the Purchaser free of withholding pursuant to the double taxation agreement between the United Kingdom and Denmark, the Seller shall not withhold tax on payments made to the Purchaser.

19.2                           Gross up

19.2.1                Subject to clause 19.2.3, if any deduction or withholding is required by law to be made from any payment by a party under this Agreement (other than a payment of interest), the payer shall increase the amount of the payment by such additional amount as is necessary to ensure that the net amount received and retained by the payee (after taking account of all deductions or withholdings) is equal to the amount which it would have received and retained had the payment in question not been subject to any deductions or withholdings PROVIDED THAT, to the extent that any additional amount paid under this clause 19.2.1 results in the payee obtaining a relief, allowance, credit, exemption or set-off in respect of Taxation or any deduction in computing gross receipts, income, profits or gains for the purposes of Taxation (a “Relief”), the payee shall pay to the payer, within 10 Business Days of obtaining the benefit of the Relief, an amount equal to the lesser of the value of the Relief obtained and the additional sum paid under this clause 19.2.1.

19.2.2                Subject to clause 19.2.3, if the payee is subject to Taxation in respect of any Indemnity Claim (as defined in Schedule 7), the payer shall increase the amount of the payment by such additional amount as is necessary to ensure that the net

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amount received and retained by the payee (after taking account of all Taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to Taxation PROVIDED THAT, to the extent that any additional amount paid under this clause 19.2.2 results in the payee obtaining a Relief, the payee shall pay to the payer, within 10 Business Days of obtaining the benefit of the Relief, an amount equal to the lesser of the value of the Relief obtained and the additional sum paid under this clause 19.2.2.

19.2.3                If the payee is not tax resident in the United Kingdom or has some connection with a territory outside the United Kingdom or if the Purchaser or Seller assigns the benefit of this Agreement to any other party, clause 19.2.1 and clause 19.2.2 shall only apply to the extent that they would have applied had the payee been tax resident in the United Kingdom and not had any connection with a territory outside the United Kingdom or (as the case may be) had the benefit not been so assigned.

20.                               Entire agreement

20.1                           This Agreement

In this clause, references to this Agreement include the Transaction Documents and the Disclosure Letter.

20.2                           Entire agreement

This Agreement constitutes the whole and only agreement and understanding between the Parties in relation to its subject matter.  Subject to clause 20.3:

20.2.1                all previous drafts, agreements, understandings, undertakings, representations, warranties, promises and arrangements of any nature whatsoever between the Parties with any bearing on the subject matter of this Agreement are superseded and extinguished; and

20.2.2                all rights and liabilities arising by reason of them, whether accrued or not at the date of this Agreement, are cancelled,

to the extent that they have such a bearing.

20.3                           Fraud

Nothing in this Agreement shall be read or construed as excluding any liability or remedy in respect of any representation, warranty or other statement being false, inaccurate or incomplete to the extent it was made fraudulently or where there has been malicious concealment.

21.                               Counterparts

This Agreement may be executed in any number of counterparts and by the Parties on different counterparts.  Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same Agreement.

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22.                               Notices

22.1                           Form of notices

Any communication to be given in connection with the matters contemplated by this Agreement shall be in writing and shall either be delivered by hand or facsimile transmission.  Delivery by courier shall be regarded as delivery by hand.

22.2                           Address and facsimile

Subject to clause 22.6, such communication shall be sent to the address of the relevant Party or the facsimile number set out below or to such other address or facsimile number as may previously have been communicated to the sending Party in accordance with this clause.  Each communication shall be marked for the attention of the relevant person.

22.3                           Deemed time of service

A communication shall be deemed to have been served:

22.3.1                  if delivered by hand at the address referred to in clause 22.2, at the time of delivery;

22.3.2                  if sent by facsimile to the number referred to in that clause, at the time of completion of transmission by the sender.

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If a communication would otherwise be deemed to have been delivered outside normal business hours (being 9:30 a.m. to 5:30 p.m. on a Business Day) under the preceding provisions of this clause, it shall be deemed to have been delivered at the next opening of such normal business hours.

22.4                           Proof of service

In proving service of the communication, it shall be sufficient to show that delivery by hand was made or that the facsimile was despatched and a confirmatory transmission report received.

22.5                           Change of details

A Party may notify the other Parties of a change to its name, relevant person, address or facsimile number for the purposes of clause 22.2 provided that such notification shall only be effective on:

22.5.1                  the date specified in the notification as the date on which the change is to take place; or

22.5.2                  if no date is specified or the date specified is less than five clear Business Days after the date on which notice is deemed to have been served, the date falling five clear Business Days after notice of any such change is deemed to have been given.

22.6                           Agents for service

22.6.1                The Seller Guarantor shall at all times maintain an agent for service of process in England.   The Seller Guarantor appoints NAGE (the “Seller Guarantor Agent”) as its agent for that purpose and that agent has confirmed in writing to each of the parties its acceptance of such appointment.  The Seller Guarantor Agent may not revoke such appointment, nor may it cease to act as such agent without another agent having first been appointed in its place.  If for any reason the Seller Guarantor Agent ceases to act as such, the Seller Guarantor shall promptly appoint another such agent and promptly notify the Purchaser of the appointment and the new agent’s name and address.  If the Seller Guarantor does not make such an appointment within five Business Days of such cessation, then the Purchaser may do so on its behalf and shall notify the Seller Guarantor if it does so.

22.6.2                The Purchaser shall at all times maintain an agent for service of process in England.  The Purchaser appoints the London Branch of the Purchaser, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the “Purchaser Agent”) as its agent for that purpose and that agent has confirmed in writing to each of the parties its acceptance of such appointment.  The Purchaser Agent may not revoke such appointment, nor may it cease to act as such agent without another agent having first been appointed in its place.  If for any reason the Purchaser Agent ceases to act as such, the Purchaser shall promptly appoint another such agent and promptly notify the Seller of the appointment and the new agent’s name and address.  If the Purchaser does not make such an appointment within five Business Days of such cessation, then the Seller may do so on its behalf and shall notify the Purchaser if it does so.

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23.                               Access to records

23.1                           Without prejudice to the Seller’s obligations under Schedule 5, from Completion, the Purchaser undertakes to provide the Seller and each Seller Group Undertaking and its representatives and the Seller undertakes to provide the Purchaser, the Group and each Group Company,  with reasonable access to the Records, for any reasonable purpose, including but not limited to (a) complying with any legal, regulatory or audit requirements; (b) preparing any tax return; (c) defending any third party claim in respect of which a notice of claim has been given to a Seller Group Undertaking, the Purchaser or a Group Company (as applicable) pursuant to a Transaction Document; or (d) in relation to the compilation and/or review of the Completion Statement.  Such access shall be provided during normal business hours.

23.2                           For the purposes of this clause 23, the “Records” shall mean:

(a)                                all books and records of the Group Companies;

(b)                                 all books and records of the Seller Group Undertakings to the extent they pertain or relate to the Business;

in each case pertaining or relating to the period until Completion.

23.3                           To the extent that Records are required by the Seller Group, the Purchaser or the Group (as applicable) with respect to their other business operations, the Purchaser, each Seller Group Undertaking or Group Company (as applicable) may retain copies of such Records or, as soon as practicable following the request of a Seller Group Undertaking or Group Company or the Purchaser (as applicable), the Purchaser or Seller (as applicable) shall provide to the requesting company copies of all or any portion of such Records as have been so properly requested.

23.4                           Unless otherwise consented to in writing by the Seller or Purchaser (as applicable), the Purchaser or Seller (as applicable) shall not, for a period of seven years following Completion, destroy, alter or otherwise dispose of (or permit the destruction, alteration or disposal of) any of the Records without first offering to deliver them to the Seller or Purchaser (as applicable).

24.                               Governing law and jurisdiction

24.1                           English law

This Agreement shall be governed by and construed in accordance with English law.

24.2                           Courts of England and Wales

The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings may be brought in such courts.

AS WITNESS the hands of the Parties or their duly authorised representatives on the date first appearing at the head of this Agreement.

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Schedule 1
Details of the Group, the Associated Companies and NBIS

Part 1
Details of the Company

Part 2
The NB Group

50

51

52

53

54

55

Part 3
The NIB Group

56

57

58

Part 4
Associated Companies

59

Part 5
Details of NBIS

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Schedule 2
Intellectual Property

Northern Bank Limited – UK Marks

61

62