October 8, 2002

David B. Harms, Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004-2498

RE: Bank of Ireland
File No. TP: 03-01

Dear Mr. Harms:

In regard to your letter dated October 8, 2002, as supplemented by conversations with the staff, this response is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, each defined term in this letter has the same meaning as defined in your letter.

Response:

Without necessarily concurring in your analysis and based on your representations and the facts presented in your letter, the United States Securities and Exchange Commission (Commission) hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 (Exchange Act). The exemption from Rule 14e-5 is to permit Davy to execute, either as agent or principal:

• unsolicited orders initiated by customers who are not covered persons for purposes of Rule 14e-5, and
   
• the other side of the trade, which may involve either an unsolicited or solicited order.

The Commission grants this exemption from Rule 14e-5 under the Exchange Act subject to the following conditions:

1. No transactions shall be made in the United States.
    
2. Davy shall provide to the Division of Market Regulation (Division), upon request, records of all transactions executed in reliance on this exemption, on a transaction by transaction basis, including the date, size, time of execution, price, broker, and market.
    
3. Upon request of the Division, Davy shall transmit the information as specified in item 2 to the Division at its offices in Washington, D.C. within 30 days of its request.
    
4. Davy shall retain all documents and other information required to be maintained pursuant to this exemption during the period when Rule 14e-5 would apply and for a period of not less than 2 years thereafter.
    
5. Representatives of Davy shall be made available (in person at the office of the Division in Washington, D.C. or by telephone), to respond to inquiries of the Division relating to their records; and
    
6. Except as otherwise exempted herein, Davy shall comply with Rule 14e-5.

The foregoing exemption from Rule 14e-5 is based solely upon your representations and the facts presented and is strictly limited to the application of Rule 14e-5 to the "execution-only" transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the proposed combination. The Division expresses no view with respect to
any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, to the proposed transaction.

Incoming Letter

http://www.sec.gov/divisions/marketreg/mr-noaction/abbynational100802.htm