Tender Offer - (Replacement)

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

21 November 2011

TENDER OFFERS (Re-alignment of Table Headings)

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES TENDER OFFERS IN RESPECT OF CERTAIN SECURITIES ISSUED BY KILDARE SECURITIES LIMITED AND BRUNEL RESIDENTIAL MORTGAGE SECURITISATION NO.1 PLC

The Governor and Company of the Bank of Ireland (the "Bank") today announces that it has made invitations (the "Offers"), subject to certain offer restrictions:

to the holders of those outstanding of the following securities issued by:

Kildare Securities Limited

U.S.$1,451,600,000 Class A2 Mortgage Backed Floating Rate Notes due December 2043

€1,062,000,000 Class A3 Mortgage Backed Floating Rate Notes due December 2043

€96,800,000 Class B Mortgage Backed Floating Rate Notes due December 2043

€90,600,000 Class C Mortgage Backed Floating Rate Notes due December 2043

€26,550,000 Class D Mortgage Backed Floating Rate Notes due December 2043

(the "Kildare Notes")

and

to the holders of those outstanding of the following securities issued by

Brunel Residential Mortgage Securitisation No.1 PLC

€1,025,000,000 Class A4a Mortgage Backed Floating Rate Notes due January 2039

£742,500,000 Class A4b Mortgage Backed Floating Rate Notes due January 2039

U.S.$1,575,000,000 Class A4c Mortgage Backed Floating Rate Notes due January 2039

€127,000,000 Class B4a Mortgage Backed Floating Rate Notes due January 2039

£24,000,000 Class B4b Mortgage Backed Floating Rate Notes due January 2039

€201,000,000 Class C4a Mortgage Backed Floating Rate Notes due January 2039

£30,000,000 Class C4b Mortgage Backed Floating Rate Notes due January 2039

U.S.$30,000,000 Class C4c Mortgage Backed Floating Rate Notes due January 2039

€157,000,000 Class D4a Mortgage Backed Floating Rate Notes due January 2039

£27,000,000 Class D4b Mortgage Backed Floating Rate Notes due January 2039

U.S.$30,000,000 Class D4c Mortgage Backed Floating Rate Notes due January 2039

(the "Brunel Notes" and, together with the Kildare Notes, the "Notes", and each a "Series")

to tender their Notes for purchase by the Bank for cash at prices to be determined pursuant to modified Dutch auctions, upon the terms and subject to the conditions set out in a Tender Offer Memorandum dated 21 November 2011 (the "Tender Offer Memorandum").

The Tender Offer Memorandum is available to eligible Noteholders from the Dealer Managers and the Tender Agent at the details set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The transaction is aimed at providing liquidity to successful participants in the Offers. The Bank will not initiate the exercise of the early redemption options with respect to the Notes at the relevant step-up dates in March and April 2012 and intends that any future redemption decisions will be taken on a purely economic basis and having regard to prevailing market conditions.

Following consummation of the Offers, the Bank intends that the Notes will continue to remain outstanding and will not be surrendered to the relevant issuer for cancellation.

The Offers

1 The outstanding principal amount represents (where applicable) the aggregate amortised principal amount, being the product of the aggregate original principal amount and the applicable Pool Factor (if any).

2 The Kildare A2 Notes will be further amortised on the interest payment date falling on 12 December 2011 (being the business day immediately following the scheduled interest payment date falling on 10 December 2011). The new Pool Factor applicable to such Notes will be determined on or around 1 December 2011 and is expected to be published in the announcement on 2 December 2011 announcing the results of the Offers. All calculations and determinations to be made in connection with the Offers, including the calculation of amounts payable upon purchase of Kildare A2 Notes and the Target Acceptance Amount, will be made by reference to the Pool Factor (and the consequent Outstanding Principal Amount) applicable to Kildare A2 Notes prevailing as at the Settlement Date.

The amount the Bank will pay for Notes of each Series validly tendered and accepted for purchase pursuant to the relevant Offer will be determined pursuant to the modified Dutch auction procedure described in the Tender Offer Memorandum (the "Modified Dutch Auction Procedure").

Under the Modified Dutch Auction Procedure, the Bank will determine, in its sole discretion, the aggregate original principal amount of Notes (if any) of each Series (each such amount, a "Series Acceptance Amount") it will accept for purchase pursuant to the Offers and a single (and separate) purchase price for each Series (expressed as a percentage) (the "Purchase Price") at which it will purchase Notes of such Series validly tendered pursuant to the relevant Offer, taking into account the aggregate original principal amount of Notes of each Series so tendered, any applicable Pool Factor relating to each such Series and the prices at which such Notes are so tendered (or deemed to be tendered, as set out below). The Purchase Price for a Series will be equal to or greater than the minimum purchase price for such Series specified in the table above (each such minimum purchase price, a "Minimum Purchase Price"), and will otherwise be the lowest price for such Series that will allow the Bank to accept for purchase the relevant Series Acceptance Amount. The Bank will not accept for purchase any Notes tendered at prices greater than the Purchase Price for the relevant Series.

The Bank proposes to accept for purchase pursuant to the Offers up to €1,000,000,000 in aggregate (amortised) principal amount outstanding of the Notes (or the equivalent in other currencies, as appropriate) (the "Target Acceptance Amount") although the Bank reserves the right, in its sole discretion, to accept less than or more than the Target Acceptance Amount for purchase pursuant to the Offers. The Bank will determine the allocation of funds between each Series in its sole discretion, and reserves the right to accept for purchase significantly more or less (or none) of the Notes of any one Series as compared to the other Series. Tenders of Notes may be subject to scaling in certain circumstances.

Each Series Acceptance Amount and Purchase Price will be determined by the Bank, in its sole discretion (subject to each Purchase Price being equal to or greater than the Minimum Purchase Price applicable to the relevant Series), as soon as reasonably practicable on 2 December 2011.

The Bank will also pay accrued and unpaid interest in respect of Notes accepted for purchase pursuant to the Offers.

Tender Instructions

For information on how to participate in the Offers, including information on competitive and non-competitive tenders instructions, investors should read the Tender Offer Memorandum and in particular the sections headed "Tender Instructions" and "Procedures for Participating in the Offers". Notes can only be tendered in the Offers via Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme.

Expected Timetable of Events

The above times and dates are indicative only and subject to the right of the Bank to extend, re-open, amend, and/or terminate the Offers (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in an Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Noteholders are recommended to read the Tender Offer Memorandum carefully before making a decision whether or not to participate in the Offers.

For further information:

OFFER RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by each of the Bank, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in an Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal that is located outside the United States and that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of the Offers, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.

The Offers are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").

Accordingly, a Noteholder located in Italy can participate in the Offers only if it is a qualified investor (investitori qualificati), as defined pursuant to Article 100, paragraph 1, letter (a) of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation (an "Eligible Italian Investor"). Noteholders located in Italy that do not qualify as Eligible Italian Investors may not participate in the Offers and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers may be distributed or otherwise made available to them.

Eligible Italian Investors can tender Notes, through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to (i) persons who are outside the United Kingdom, (ii) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), (iii) persons falling within Article 43(2) of the Financial Promotion Order, or (iv) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this document or materials or any of their content. Any investment or investment activity to which these documents or materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. The documents and materials and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.

Ireland

The Offers are not being made, directly or indirectly, to the general public in Ireland and no offers or sales of any securities under or in connection with such Offers may be effected except in conformity with the provisions of Irish law including the Irish Companies Acts 1963 to 2009, the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) of Ireland and the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 to D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, are eligible to participate in the Offers. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

General

The Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in any Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Bank in such jurisdiction.

Note

None of the Minister for Finance of Ireland, the Department of Finance of Ireland, the Government of Ireland or the National Treasury Management Agency of Ireland or any officer, official, employee or adviser (including, without limitation, legal and financial advisers) of any such person (each such person, a Specified Person) has verified, authorised, makes any representation as to the accuracy or completeness of, or accepts any responsibility for, the information contained or incorporated by reference in this announcement or the Tender Offer Memorandum. Each Specified Person expressly disclaims any liability whatsoever for any loss howsoever arising from this announcement or the Tender Offer Memorandum or any part hereof or thereof. No Specified Person has recommended the merits of any of the proposals referred to in, or any other course of action contemplated by, this announcement or the Tender Offer Memorandum.