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Life Settlement Private Placement Memorandum - DOC

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					                                      Private Placement Memorandum

                ALLIED IRISH BANKS NORTH AMERICA INC.
                                                             $10,000,000,000
                                                        Private Placement of
                                              U.S. Commercial Paper Notes
                                                    Unconditionally Guaranteed by
                                             ALLIED IRISH BANKS, p.l.c.
                                                                    Dublin, Ireland

                                                                                     Commercial Paper Ratings
             Moody’s Investors Service, Inc.                                                    P-1/Aa3*
             Standard & Poor’s Ratings Services                                                 A-1/A+**

Ratings are not a recommendation to purchase, hold or sell the Notes described herein (the “Notes”), inasmuch as the ratings do not comment as to market
price or suitability for a particular investor. The ratings are based on current information furnished to the rating agencies by the Issuer and information
obtained by the rating agencies from other sources. The ratings are only accurate as of the date below and may be changed, superseded or withdrawn as a
result of change in, or unavailability of, such information, and therefore, a prospective purchaser should check the current ratings before purchasing Notes.
In making an investment decision, prospective purchasers must rely on their own examination of the Issuer and the terms of the offering, including the
merits and risks involved.
*Moody’s maintains a “P-1” rating on all notes with a maturity not exceeding 366 days and maintains an “Aa3” rating on all notes with a maturity above
366 days but not exceeding 397 days from issuance.
**S&P maintains an “A-1” rating on all notes maturing within 365 days of issuance and maintains an “A+” rating on all notes maturity between 366 and
397 days from issuance.


THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I) IT HAS
BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER, THE GUARANTOR AND THE
NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1)
AN INSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN
THE MEANING OF RULE 501(a) UNDER THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING
AND BEARING THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN
INVESTMENTS (AN “INSTITUTIONAL ACCREDITED INVESTOR” OR “SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR”, RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION
3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A)
OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S.
BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH
ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE ACT
THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS
A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION
FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A. BY ITS ACCEPTANCE OF A
NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF
WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER
OR TO A PLACEMENT AGENT DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY,
THE “PLACEMENT AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A
PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR, SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN
MINIMUM AMOUNTS OF $500,000.
                            [Credit Suisse First Boston]
                                         September 28, 2006



Terms of Private Placement Notes


Issuer:                      Allied Irish Banks North America Inc. (the “Issuer”), a wholly owned
                             subsidiary of Allied Irish Banks, p.l.c. (“AIB” or the “Guarantor”).

Guarantor:                   Allied Irish Banks, p.l.c.

Incorporation of Issuer:     Delaware.

Program Size:                Authorized to a maximum outstanding of US $10,000,000,000 of unsecured
                             notes (the “Notes”).
Securities:                  The Notes will rank pari passu with the Issuer’s other senior, unsecured
                             liabilities.

Guarantee:                   The due and punctual payment of the principal and interest on the Notes by
                             the Issuer is unconditionally guaranteed by the Guarantor.

Exemption:                   The Notes are exempt from registration pursuant to Section 4(2) under the
                             Securities Act of 1933, as amended and cannot be resold unless registered or
                             an exemption from registration is available.

Offering Price:              Par less a discount representing an interest factor or, if interest bearing, at
                             par.

Minimum Purchase of:         $500,000 minimum principal amount and in any larger denomination in an
                             integral multiple of $1,000.

Maturities:                  Up to 397 days from the date of issue.

Form:                        Each note will be evidenced by one of two master notes (interest bearing or
                             discount) registered in the name of the nominee of The Depository Trust
                             Company ("DTC"). Each master note (the "Book-Entry Notes") will be
                             deposited with the Issuing and Paying Agent as subcustodian for DTC or its
                             successor. DTC will record, by appropriate entries on its book-entry
                             registration and transfer system, the respective amounts payable in respect of
                             Book-Entry Notes. Payments by DTC participants to purchasers for whom a
                             DTC participant is acting as agent in respect of Book-Entry Notes will be
                             governed by the standing instructions and customary practices under which
                             securities are held at DTC through DTC participants.

Redemption:                  The Notes will not be redeemable prior to maturity or be subject to voluntary
                             prepayment.

Settlement:                  Unless otherwise agreed to, same day basis, in immediately available funds.

Issuing and Paying Agent:    JPMorgan Chase Bank N.A.




                                                     -2-
Description of the Guarantor

ALLIED IRISH BANKS, p.l.c.

General

     AIB and its subsidiaries (together, the “AIB Group”) provides a diverse range of banking, financial and related services,
principally in Ireland, the United Kingdom (“UK”), the United States (“US”) and Poland.

     AIB has some 275 branches and outlets in Ireland, where, according to Central Bank data, its share of the total market
for both euro loans and deposits is in excess of 20%.

    In Northern Ireland, through its wholly-owned subsidiary AIB Group (UK) p.l.c., which trades there as First Trust Bank,
AIB Group operates from some 57 branches and outlets.

     In Britain, AIB Group (UK) p.l.c., which trades there as Allied Irish Bank (GB), provides a range of banking services
through 33 branches and 10 development offices.

    Since 1st April, 2003, AIB’s main involvement in the US has been carried on through its interest in M&T Bank
Corporation (“M&T”). M&T has its headquarters in Buffalo, New York and has a branch network of approximately 700
branches in six States and the District of Columbia. AIB’s direct presence in the US consists of corporate banking, treasury
and not-for-profit businesses based in New York, with offices in a number of other principal US cities.

    In Poland, the AIB Group operates from 383 branches and outlets, primarily in Western Poland, through its 70.5%
owned subsidiary Bank Zachodni WBK S.A.

     AIB is the holding company of all the companies in the AIB Group. It also engages in business in its own right. Its assets
are therefore comprised both of shares in those companies; and assets and liabilities acquired in the conduct of its own
business. It is thus partly dependent on the members of the AIB Group and the revenues received by them.

Background


     AIB, originally named Allied Irish Banks Limited, is a public limited company incorporated in Ireland on 22 September
1966 under the Companies Act, 1963 with registration number 24173 as a result of the amalgamation of three long
established banks (the “constituent banks”) with assets aggregating €324 million. At that time, the shares of the Munster and
Leinster Bank Limited (established 1885), the Provincial Bank of Ireland Limited (established 1825) and the Royal Bank of
Ireland Limited (established 1836) were acquired by and were transferred to AIB as a holding company. In 1972, AIB
became the sole banking entity in place of the three constituent banks, other than with regard to the currency note issue of the
Provincial Bank of Ireland Limited in Northern Ireland, which was transferred to AIB in 1982. This power to issue bank
notes in Northern Ireland was transferred to AIB Group (UK) p.l.c. (formerly AIB Group Northern Ireland p.l.c.) with effect
from 10th January, 1994. AIB is regulated by the Irish Financial Services Regulatory Authority (the “Financial Regulator”).

     In December 1970, AIB commenced the expansion of its network of branches in Britain. Since 1972, AIB has opened
overseas branches in New York, the Cayman Islands and Singapore. Subsidiary companies were set up in the Isle of Man and
Jersey (Channel Islands). Representative offices were established in a number of States in the US. In September 2003 AIB
sold its retail business in New York to Atlantic Bank of New York.

     Between 1983 and 1989, AIB acquired 100% of the outstanding shares of First Maryland Bancorp. Additional
acquisitions were subsequently completed including Dauphin Deposit Bank and Trust Company, a Pennsylvania chartered
commercial bank, which was acquired in 1997. Subsequently all banking operations in the US were merged into Allfirst
Bank. On 1st April, 2003, AIB completed the integration of Allfirst Financial Inc. into M&T in which AIB holds a 22.5%
interest.

     In July 1991, AIB acquired TSB Bank Northern Ireland p.l.c. (“TSB NI”), a bank with 56 branches in Northern Ireland.
With effect from 10th January, 1994 and 1st October, 1996, respectively, AIB’s business in Northern Ireland and its retail
operations in Great Britain have been merged into TSB NI. The enlarged entity is renamed “AIB Group (UK) p.l.c.” and
carries on business under two distinct trading names - “First Trust Bank” in Northern Ireland and “Allied Irish Bank (GB)” in
Great Britain.

Between February 1995 and May 1997, the AIB Group increased its shareholding in the Polish bank Wielkopolski Bank
Kredytowy S.A. (“WBK”) to 60.14%. On 16th September, 1999, AIB completed the acquisition of an 80% shareholding in
Bank Zachodni S.A. (“BZ”) from the State Treasury of the Republic of Poland. In accordance with the acquisition agreement,
AIB invested in additional shares of BZ on 15th October, 1999, bringing the total shareholding to 81% at 31st December,
1999. Further investments during 2000 brought AIB’s shareholding to 83% at 31st December, 2000. On 13th June, 2001,
AIB completed the merger of WBK and BZ. The new entity was renamed Bank Zachodni WBK S.A., in which the AIB
Group has a 70.5% shareholding.

                                                              -3-
     On 30th January, 2006, AIB entered into a venture with Aviva Group p.l.c. for the manufacture and distribution of life
and pensions products in Ireland. This transaction brings together Hibernian Life & Pensions Limited and Ark Life
Assurance Company Ltd., which was a subsidiary of AIB Group prior to this transaction, under a holding company Hibernian
Life Holdings Limited of which AIB owns 24.99%. Under the terms of the agreement, AIB has entered into an exclusive
agreement to distribute the life and pensions products of the venture.

Divisions

    AIB Group’s activities are conducted through four major operating divisions - AIB Bank ROI; AIB Bank UK; Capital
Markets; and Poland. At 31st December, 2005, AIB Group had consolidated total assets of €133.2 billion and, as at 31st
December, 2005, employed 23,275 people on an average full time equivalent basis. The distribution of assets and the number
of employees between those major operating divisions was as follows:

                            Assets                         Employees
                            ––––––––––––––––––     ––––––––––––––––––––
                            (Euros in
                            millions)       %                       %
Division
AIB Bank ROI                    55,224      42      9,672           42
AIB Bank UK                     20,031      15      2,997           13
Capital Markets                 44,371      33      2,536           11
Poland                          7,813        6      7,312           31
Group                           5,775        4       758             3
                               ––––––     ––––––   ––––––         ––––––
Total                          133,214     100     23,275          100
                               ––––––     ––––––   ––––––         ––––––
                               ––––––     ––––––   ––––––         ––––––


Summary Division Activities

    A summary of the activities conducted by each of the principal companies in each division is set out below.

AIB BANK ROI DIVISION

Allied Irish Banks, p.l.c                           General retail and commercial banking through some 275 branches and
                                                    outlets in Ireland.

AIB Finance Ltd.                                    Asset financing company providing instalment/variable and fixed rate
                                                    loans and deposit products in Ireland.

AIB Leasing Ltd.                                    Asset financing company providing leasing products in Ireland.

AIB Insurance Services Ltd.                         An insurance intermediary for general insurance services.

AIB Bank (CI) Ltd.                                  Jersey (Channel Islands) based company providing a full range of
                                                    offshore banking services in the Isle of Man and Jersey including
                                                    lending and internet banking facilities and also offering offshore trust
                                                    and corporate services through associated companies.

AIB BANK UK DIVISION

AIB Group (UK) p.l.c.                               33 branches and 10 development offices in Britain, trading as Allied
                                                    Irish Bank (GB), focused primarily on small and medium sized
                                                    enterprises.

                                                    57 branches and outlets in Northern Ireland, trading as First Trust
                                                    Bank, focused on general retail and commercial banking and also asset
                                                    finance and leasing.




                                                            -4-
CAPITAL MARKETS DIVISION

Allied Irish Banks, p.l.c.                             Management of liquidity and funding needs; interest and exchange rate
                                                       exposures; financial market trading activities; provision of lending and
                                                       trade and commercial treasury services; provision of corporate banking
                                                       and not-for-profit activities.

AIB Capital Markets p.l.c.                             Provision of asset management, fund management and corporate
                                                       advisory services including equity investment and corporate finance.

AIB Corporate Finance Ltd.                             Provision of corporate advisory services to companies including merger,
                                                       acquisition, capital raising and strategic financial advice.

Goodbody Holdings Ltd.                                 Provision of a broad range of stockbroking services, and corporate
                                                       advisory services through its subsidiaries, Goodbody Stockbrokers and
                                                       Goodbody Corporate Finance respectively.

AIB International Financial Services Ltd.              Provider of sophisticated, outsourced financial services and structured
                                                       financial engineering solutions for international banks and corporations.

AIB Asset Management Holdings (Ireland) Ltd.           Provides asset management and funds services management for
                                                       institutional and retail clients through its subsidiary companies AIB
                                                       Investment Managers Ltd. and AIB Fund Management Ltd.

AIB Fund Services Ltd.                                 Holds the investment in the joint venture with Bank of New York to
                                                       provide fund administration, custodial and trustee services.


POLAND DIVISION

Bank Zachodni WBK S.A.*                                A commercial and retail bank which operates through 383 branches and
                                                       outlets, primarily in western Poland.

The above subsidiary undertakings are wholly-owned with the exception of:


*Bank Zachodni WBK S.A. (70.5%).

The registered office of each is located in the principal country of operations.


Recent developments

Sale and leaseback of new Bankcentre development

In April 2006, AIB Group announced that it had agreed a sale and leaseback of its headquarters building situated at
Bankcentre, Ballsbridge, Dublin 4. The capital benefit from this transaction, derived over a number of years, will be
reinvested in the core banking business of AIB Group to support further growth. The property has been sold in two lots, for a
total consideration of €378 million, of which €207 million will be recognised in the second half of 2006.

AIB Mortgage Bank

    On 13th February, 2006 home mortgages to the value of €13.6 billion were transferred from Allied Irish Banks, p.l.c., to
AIB Mortgage Bank, a wholly owned subsidiary and a designated mortgage credit institution for the purposes of the Asset
Covered Securities Act 2001.

     This subsidiary operates a mortgage covered securities programme with an initial €3.5 billion sold to investors in a split
tranche deal with three and seven year maturities. The maximum aggregate nominal amount of all securities outstanding
under the programme will not exceed €15 billion or other currency equivalent at any one time.

Sale and leaseback of branch premises

     On 24th August, 2006 AIB Group announced its intention to sell and leaseback 12 of its branch premises in Ireland. All
of the buildings will be leased back to AIB for 20 years and will continue to operate as AIB branches.

                                                               -5-
    The proposed sale and leaseback enables AIB Group to further grow its business by freeing up capital to support lending
growth to satisfy increasing customer demand.


AIB/BNY

On 31st August, 2006, Allied Irish Banks p.l.c. announced that it had entered into a definitive agreement with The Bank of
New York Company, Inc (“BNY”) for the purchase by BNY of AIB’s 50% stake in AIB/BNY Securities Services (Ireland)
Ltd. (“AIB/BNY”). The transaction, which will require regulatory approval, is expected to be completed by the end of the
third quarter of 2006. The profit and capital impacts will not be material for AIB.

AIB/BNY Securities Services (Ireland) Ltd was established in 1995 as a joint venture between AIB and BNY to provide a
range of services for a number of fund structures domiciled in Ireland. The joint venture employs 600 staff between its
Dublin and Cork offices. Following the purchase of AIB’s stake, all current AIB/BNY employees will join BNY and BNY
will be the sole owner of the operation.


Completion of Charging Investigation Process

On 27 September 2006, Allied Irish Banks p.l.c. announced that it had completed an investigation into foreign exchange and
other charging issues begun in 2004. In relation to all matters investigated, payment to customers of €11 million has been or
will be made. Where identification of customers has not been possible it has been agreed with the Financial Regulator that a
payment of €20.6 million will be made to charity. These payments are in addition to the €34.2 million arising from the
investigation in 2004.




Available Information

The Guarantor is subject to the informational requirements of the Securities Exchange Act of 1934, as amended,
and in accordance therewith files reports, proxy statements and certain other public information (“SEC Filings”)
with the Securities and Exchange Commission (the “SEC”). Certain SEC Filings are available from the SEC via
electronic means including the Internet (http://www.sec.gov/cgi-bin/srch-edgar). All SEC Filings can be
inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580,
Washington, DC 20549. Copies of SEC Filings can be obtained by mail from the Freedom of Information
Office of the SEC, 100 F Street NE, Mail Stop 5100, Washington, DC 20549, at prescribed rates.

The Issuer and the Guarantor are offering the opportunity to each prospective purchaser, prior to purchasing any
Notes, to ask questions of, and receive answers from the Issuer and the Guarantor and to obtain relevant
information to the extent the Company or the Guarantor possesses the same or can acquire it without
unreasonable effort or expenses.

Incorporation of Certain Documents by Reference

A copy of AIB’s Annual Report on Form 20-F for the year ended December 31, 2005 (the “2005 Form 20-F”)
and investor press releases, are at present available on AIB’s Internet website at http://www.aib.ie/ under the
heading “Investor Relations”. These materials provide additional information which was accurate as of the date
of its publication and should be reviewed. This Offering Memorandum incorporates by reference AIB’s 2005
Form 20-F and each of AIB’s reports on Form 6-K filed with the SEC after the date of the 2005 Form 20-F. The
information incorporated by reference is an important part of this Offering Memorandum, and the information
contained in any future SEC filings or annual reports or press releases or other materials hereafter made
generally available to holders of the securities of Issuer or Guarantor will automatically update and supersede
any corresponding information contained or incorporated by reference in this Offering Memorandum.




                                                             -6-
ADDITIONAL INFORMATION
If you require any additional information or have any questions please call or write to:
Credit Suisse Securities (USA) LLC
Investor Marketing
Eleven Madison Avenue
New York, New York 10010
Telephone: (212) 325-4713 or (212) 325-9718

Allied Irish Banks, p.l.c.,
Funding Desk, Global Treasury,
AIB-International Centre,
I.F.S.C., Dublin 1
Ireland
Telephone: (353-1) 641-7811
e-mail: bond.issues@aib.ie

Allied Irish Banks, p.l.c.,
Group Investor Relations Dept.
Bankcentre, Ballsbridge,
Dublin 4
Ireland
Telephone: (353-1) 641-4191
www.aibgroup.com/investorrelations

THE INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM DATA FURNISHED
BY THE ISSUER AND THE GUARANTOR, AS APPLICABLE. CREDIT SUISSE SECURITIES (USA)
LLC MAKES NO REPRESENTATION AS TO EITHER THE ACCURACY OR COMPLETENESS OF
THE INFORMATION HEREIN OR REFERRED TO AS AVAILABLE. COPIES OF PUBLICLY
AVAILABLE FINANCIAL DATA PROVIDED BY THE ISSUER OR THE GUARANTOR, AS
APPLICABLE, MAY BE REQUESTED FROM YOUR CREDIT SUISSE SECURITIES (USA) LLC
REPRESENTATIVE OR INVESTOR MARKETING, SHORT TERM PRODUCTS GROUP (212) 325-
4713 OR (212) 325-9817.

CREDIT SUISSE SECURITIES (USA) LLC MAY FROM TIME TO TIME ACT AS AN
UNDERWRITER FOR PUBLIC OFFERINGS OF, OR MAKE A MARKET FOR, SECURITIES OF
THE ISSUER, THE GUARANTOR OR THEIR AFFILIATES AND MAY HAVE A LONG OR SHORT
POSITION IN SUCH SECURITIES. IN ADDITION, CREDIT SUISSE SECURITIES (USA) LLC MAY
PERFORM OTHER INVESTMENT AND COMMERCIAL BANKING SERVICES FOR THE ISSUER,
THE GUARANTOR OR THEIR AFFILIATES. ALTHOUGH CREDIT SUISSE SECURITIES (USA)
LLC MAY PURCHASE AND SELL, AS PRINCIPAL OR AGENT, OUTSTANDING COMMERCIAL
PAPER OF THE ISSUER, CREDIT SUISSE SECURITIES (USA) LLC ASSUMES NO OBLIGATION
TO PURCHASE OR MAKE A MARKET IN ANY SUCH OUTSTANDING COMMERCIAL PAPER.




                                                        -7-

				
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