S-8

As filed with the Securities and Exchange Commission on June 21, 2006

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ELAN CORPORATION, plc

(Exact name of registrant as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

(Address of principal executive offices)

__________________________________________

Elan Corporation, plc Employee Equity Purchase Plan (2006 Amendment)

(Full title of the plan)

___________________________________________

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005-1702

Attention: Christopher T. Cox, Esq.

(212) 701-3000

(Name and address, including zip code, and telephone number,

including area code, of agent for service)

Please send copies of all communications to:

Shane M. Cooke

Executive Vice President and Chief Financial Officer

Elan Corporation, plc

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

(353) 1-709-4000

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Ordinary Shares, par value 5 Euro cents each (1)	1,500,000(2)	$16.38(3)	$24,570,000(3)	$2,628.99

(1)American Depositary Shares (“Elan ADSs”), evidenced by American Depositary Receipts, issuable upon deposit of Ordinary Shares, par value 5 Euro cents each (the “Ordinary Shares”), of Elan Corporation, plc (“Elan”) are registered on a separate registration statement on Form F-6. Each Elan ADS represents one Ordinary Share.

(2)    The number of Ordinary Shares stated above consists of the aggregate number of additional Ordinary Shares not previously registered which may be issued under the Elan Corporation plc Employee Equity Purchase Plan. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the amount being registered also includes such indeterminate number of additional Ordinary Shares as may become issuable under the anti-dilution provisions Employee Equity Purchase Plan (2006 Amendment).

(3)    Estimated solely for the purpose of calculating the registration fee, computed pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low sales prices of an Elan ADS, as reported in the New York Stock Exchange - Composite Transactions System on June 20, 2006.

EXPLANATORY STATEMENT

Elan Corporation, plc (“Elan” or the “Registrant”) has prepared this Registration Statement on Form S-8 in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, (the “Securities Act”), to register an additional 1,500,000 Ordinary Shares, par value 5 Euro cents each (the “Ordinary Shares”), of the Registrant authorized for issuance under the Elan Corporation, plc Employee Equity Purchase Plan (2006 Amendment) (the “EEPP”). A Registration Statement on Form S-8 (File No. 333-121021) was filed with the Securities and Exchange Commission on December 6, 2004, covering the registration of 1,500,000 Ordinary Shares authorized for issuance under the original Employee Equity Purchase Plan (plus 1,500,000 Ordinary Shares authorized for issuance under Elan’s 2004 Restricted Stock Unit Plan). Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 1,500,000 Ordinary Shares under the EEPP. Pursuant to such Instruction E, the contents of the Registration Statement on Form S-8 (File No. 333-121021) are incorporated herein by reference. The current registration of 1,500,000 Ordinary Shares will increase the number of shares registered under the EEPP from 1,500,000 Ordinary Shares to 3,000,000 Ordinary Shares.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

The following is a complete list of exhibits filed as a part of this Registration Statement:

Exhibit No.	Description
4.1	Memorandum and Articles of Association of Elan.
4.2	Elan Corporation, plc Employee Equity Purchase Plan (2006 Amendment).
5.1	Opinion of A&L Goodbody Solicitors with respect to the legality of the Ordinary Shares being registered hereby.
23.1	Consent of A&L Goodbody (included in Exhibit 5.1).
23.2	Consent of KPMG, Independent Registered Public Accounting Firm.
24	Powers of Attorney (included on the signature pages of this Registration Statement).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on the 21st day of June, 2006.

ELAN CORPORATION, PLC

By:  /s/ Shane M. Cooke   

       Name:  Shane M. Cooke

       Title:    Executive Vice President

                    and Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Shane M. Cooke and William F. Daniel, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, to sign any and all pre- or post-effective amendments to the Registration Statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ G. Kelly Martin (G. Kelly Martin)	President and Chief Executive Officer and Director (Principal Executive Officer)	June 6, 2006
/s/ Shane M. Cooke (Shane M. Cooke)	Chief Financial Officer, Executive Vice President and Director (Principal Financial Officer)	June 21, 2006
/s/ Nigel Clerkin (Nigel Clerkin)	Senior Vice President, Finance and Group Controller (Principal Accounting Officer)	June 21, 2006
/s/ Kyran McLaughlin (Kyran McLaughlin)	Chairman of the Board	June 21, 2006
/s/ Göran Ando, M.D. (Göran Ando, M.D.)	Director	June 21, 2006
/s/ Laurence G. Crowley (Laurence G. Crowley)	Director	June 21 2006
/s/ William F. Daniel (William F. Daniel)	Director	June 21 2006

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Signature	Title	Date
/s/ Lars Ekman, M.D., Ph.D. (Lars Ekman, M.D., Ph.D.)	Director	June 21 2006
/s/ Alan R. Gillespie, CBE, Ph.D. (Alan R. Gillespie, CBE, Ph.D.)	Director	June 7, 2006
_________________ (Ann Maynard Gray)	Director	June   , 2006
/s/ Gary Kennedy (Gary Kennedy)	Director	June 12, 2006
/s/ William R. Rohn (William R. Rohn)	Director	June 21 2006
/s/ Kieran McGowan (Kieran McGowan)	Director	June 6, 2006
/s/ Dennis J. Selkoe, M.D. (Dennis J. Selkoe, M.D.)	Director	June 7, 2006

AUTHORIZED REPRESENTATIVE

Elan Pharmaceuticals, Inc.
By:  /s/ G. Kelly Martin           (G. Kelly Martin)	President and Chief Executive Officer	June 6, 2006

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Exhibit Index

Exhibit No.	Description
4.1	Memorandum and Articles of Association of Elan.
4.2	Elan Corporation, plc Employee Equity Purchase Plan (2006 Amendment).
5.1	Opinion of A&L Goodbody Solicitors with respect to the legality of the Ordinary Shares being registered hereby.
23.1	Consent of A&L Goodbody (included in Exhibit 5.1).
23.2	Consent of KPMG, Independent Registered Public Accounting Firm.
24	Powers of Attorney (included on the signature pages of this Registration Statement).

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EX-4.1

EXHIBIT 4.1

COMPANIES ACTS, 1963 to 2005

______________

PUBLIC LIMITED COMPANY

______________

M E M O R A N D U M

and

A R T I C L E S O F A S S O C I A T I O N

of

ELAN CORPORATION, plc

______________

(As amended by all Special Resolutions up to and

including the 25^th of May, 2006)

_________________________________________

Incorporated 18th December, 1969

_________________________________________

Elan Corporation, plc

Treasury Building

Lower Grand Canal Street

Dublin 2

Ireland

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THE COMPANIES ACTS, 1963 to 2005

_______________

PUBLIC LIMITED COMPANY

____________

MEMORANDUM OF ASSOCIATION

of

ELAN CORPORATION, plc

(As amended by all Special Resolutions up to and

including the 19^th of August, 2002)

_____________

1.The name of the Company is "Elan Corporation, plc".

2.The Company is to be a public limited company.

3.The objects for which the Company is established are:-

(1) To carry on all or any of the businesses of manufacturers, buyers, sellers, and distributing agents of and dealers in all kinds of patent, pharmaceutical, medicinal, and medicated preparations, patent medicines, drugs, herbs, perfumes, creams, unguents, hairdressings, washes, pomades, dyes, cosmetics, skin preparations, soaps, oils, oleaginous and vaporaceous substances, beauty specialties, preparations and accessories of every description, and of and in pharmaceutical, medicinal, proprietary and industrial preparations, compounds, and articles of all kinds, chemists, druggists, and chemical manufacturers, merchants and dealers; and to manufacture, make up, prepare, buy, sell, and deal in all articles, substances, and things commonly or conveniently used in or for making up, preparing, or packing any of the products in which the Company is authorised to deal, or which may be required by customers of or persons having dealings with the Company.

(2) To establish, maintain and operate laboratories and shops for the purpose of carrying on chemical, physical and other research in medicine, chemistry, pharmacy, dentistry, industry or other unrelated or related fields.

(3) To carry on any other business except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights.

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(4) As an object of the Company and as a pursuit in itself or otherwise, and whether for the purpose of making a profit or avoiding a loss or for any other purpose whatsoever (whether or not the Company derives any benefit therefrom), to engage in currency exchange and interest rate transactions and any other financial or other transactions of whatever nature, including (without limiting the foregoing) any transaction for the purposes of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense or liability existing, or which may arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk of factor, including but not limited to dealings, whether involving purchases, sales or otherwise, in foreign and Irish currency, spot and forward exchange rate contracts, forward rate agreements, caps, floors and collars, futures, options, swaps, and any other currency interest rate and other hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing.

(5) To invest any monies of the Company in such investments (including shares in the Company) and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

(6) To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

(7) To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

(8) To borrow or raise or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company's property, both present and future, including its uncalled capital, and to purchase, redeem or pay off any such securities.

(9) To adopt such means of making known the Company and its products and services as may seem expedient.

(10) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

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(11) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company's holding company as defined by Section 155 of the Companies Act, 1963, or another subsidiary as defined by the said Section of the Company's holding company or otherwise associated with the Company in business and to grant indemnities of all kinds whether with or without any such security as above mentioned.

(12)To amalgamate with any other company.

(13) To apply for, purchase or otherwise acquire any patents, brevets d'invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

(14) To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

(15) To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

(16) To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

(17) To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

(18) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

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(19) To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

(20) To procure the Company to be registered or recognised in any country or place.

(21) To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company's business and safeguarding the same.

(22) To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

(23) To distribute any of the property of the Company in specie among the members.

(24) To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A:The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B:It is hereby declared that the word "company" in this clause (except where it refers to this Company) shall be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

4. The liability of the members is limited.

5. The capital of the Company is €33,502,500 divided into 670,000,000 Ordinary Shares of €0.05 each, 1,000 non-voting Executive Shares of €1.25 each and 25,000 “B” Executive Shares of €0.05 each.

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We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a Company in pursuance of this Memorandum of Association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

____________________________________________________________

Names, Addresses and Descriptions	Number of Shares
of Subscribers	taken by each Subscriber

____________________________________________________________

Donald M. Pratt,	One
32 Kildare Street,
Dublin 2.

Solicitor

Heather Johnston,	One
32 Kildare Street,
Dublin 2.

Secretary

____________________________________________________________

Total Shares taken:- Two

____________________________________________________________

Dated the 15th day of December, 1969.

Witness to the above signatures:-

Simon C. K. Quick,

32 Kildare Street,

Dublin 2.

Solicitor

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COMPANIES ACTS, 1963 to 2005

_______________

PUBLIC LIMITED COMPANY

____________

ARTICLES OF ASSOCIATION

of

ELAN CORPORATION, plc

(Adopted by Special Resolution passed the 25^th of August, 1987 and subsequently amended by Special Resolutions passed the 25^th of August 1988, the 24^th of August 1989, the 27^th of August 1991, the 2^nd of July 1992, the 6^th of July 1995, the 27^th of June 1996, the 20^th of June 1997, the 24^th of April 1998, the 14^th of May 1999, the 19^th of August 2002, the 17^th of June 2004 and the 25^th of May 2006.)

_____________

PRELIMINARY

1. The regulations in Table A in the First Schedule to the Companies Act, 1963 shall not apply to the Company.

2. In these Articles the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context -

WORDS MEANINGS

The Act	The Companies Act, 1963.
The Acts	The Companies Acts, 1963 to 2005 and every statutory modification or re-enactment thereof for the time being in force.
These Articles	These Articles of Association as originally framed or as altered from time to time by Special Resolution.
Address	Includes any number or address used for the purposes of communication by way of electronic mail or other Electronic Communication.
Advanced Electronic
Signature	Has the same meaning as under the Electronic Commerce Act, 2000 (as amended or supplemented from time to time).

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Electronic
Communication	Has the same meaning as under the Electronic Commerce Act, 2000 (as amended or supplemented from time to time).
Electronic Signature	Has the same meaning as under the Electronic Commerce Act, 2000 (as amended or supplemented from time to time).
The Office	The registered office for the time being of the Company.
The Seal	The Common Seal of the Company.
Paid Up	Paid up and/or credited as paid up.
Dividend	Dividend and/or bonus.
In writing	Written, printed, photographed or lithographed or visibly expressed in all or any of those or any other modes of representing or reproducing words provided that it shall not include writing in electronic form except as provided in these Articles and/or where it constitutes writing in electronic form sent to either the Company or a member of the Company, the Company or member of the Company has agreed to receipt in such form.
Class Meeting	Meeting of holders of one class of Shares in the Company.
Secretary	means any person appointed to perform the duties of the Secretary of the Company and shall, if there is no Secretary capable of acting, include an Assistant Secretary or Acting Secretary for the time being.
The Register	means the Register of Members to be kept as required by Section 116 of the Act.

Words importing the singular number only shall include the plural number, and vice versa.

Words importing the masculine gender only shall include the feminine gender and vice versa.

Words importing persons shall include corporations.

"Ordinary Shares" shall include all categories of Ordinary Shares.

Subject as aforesaid, any words or expressions defined in the Acts shall, if not inconsistent with the subject or context, bear the same meanings in these Articles.

CAPITAL

3. (i) The capital of the Company is €33,502,500 divided into 670,000,000 Ordinary Shares of €0.05 each, 1,000 non-voting Executive Shares of €1.25 each and 25,000 “B” Executive Shares of €0.05 each;

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(ii) The said non-voting Executive Shares shall confer on the holders thereof neither the right to receive notice of or to attend or vote at any meetings of the Company, nor the right to be paid a dividend out of the profits of the Company save such dividend as the Directors may from time to time determine. The holders of such non-voting Executive Shares shall rank in a winding up of the Company as regards return of capital in priority to the Ordinary Shares, but shall not be entitled to any participation in the profits or assets of the Company.

(iii) The said “B” Executive Shares shall rank pari passu in all respects with the said Ordinary shares except, that the said “B” Executive Shares shall not confer on the holders thereof the right to be paid a dividend out of the profits of the company save such dividend as the Directors may from time to time determine. On a winding up the said “B” Executive Shares will confer on the holders thereof the right to a return of capital paid up thereon pari passu with the holders of the Ordinary shares but shall confer no right to participate in any surplus.

4. Without prejudice to any special rights for the time being conferred on the holders of any shares or class of shares any share in the Company may be issued with such preferred, deferred or other special rights or such restrictions as the Company may by Special Resolution determine, and any Preference Share may be issued on the terms that it is, or at the option of the Company is to be liable, to be redeemed on such terms and in such manner as the Company may by Special Resolution determine.

5. (i) Subject to the provisions of and to the extent permitted by the Acts and the Companies Act, 1990, to any rights conferred on the holders of any class of shares and to the following paragraph of this Article, the Company may purchase any of its shares of any class and may cancel any shares so purchased or hold them as treasury shares, with liberty to reissue any such shares as shares of any class or classes;

(ii) The Company shall not be required to select the shares to be purchased on a pro rata basis or in any particular manner whether as between the holders of the shares of the same class or as between the holders of shares of different classes or otherwise.

VARIATION OF RIGHTS

6. Whenever the capital of the Company is divided into different classes of shares the special rights attached to any class may subject to the provisions of the Acts be varied or abrogated, either whilst the Company is a going concern or during or in contemplation of a winding-up, with the sanction of a Special Resolution passed at a Class Meeting of the holders of the shares of that class but not otherwise. To every Class Meeting all the provisions of these Articles relating to General Meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be two or more persons holding or representing by proxy at least a majority in nominal amount of the issued shares of the class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present those members who are present in person or by proxy shall be a quorum) and that the holders of shares of the class shall, on a poll, have one vote in respect of every share of the class held by them respectively.

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7. The special rights attached to any class of shares in the capital of the Company shall not (unless otherwise expressly provided by these Articles or the conditions of issue of such shares) be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subordinate thereto.

SHARES

8. Subject as regards new shares to the provisions of these Articles, the shares shall be under the control of the Directors who may, subject to the provisions of the Acts allot, grant options over or otherwise deal with or dispose of them to such persons at such times and generally on such terms and conditions as they think proper, but so that no shares shall be issued at a discount except in accordance with the provisions of the Acts and so that, in the case of all shares issued by the Company, the amount payable on application on each share shall not be less than the nominal amount of the share and the whole of any premium thereon.

9. The Company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in its holding company (if any) nor shall the Company make a loan for any purpose whatsoever on the security of its shares or those of its holding company (if any), but nothing in this Article shall prohibit transactions permitted by the Acts.

10. The Company may exercise the powers conferred by the Acts of paying commissions to persons subscribing or procuring subscriptions for shares of the Company or agreeing so to do, whether absolutely or conditionally, and any such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares of the Company, or partly in the one way and partly in the other: Provided that the rate per cent. of the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Acts and shall not exceed 10 per cent. of the price at which the shares in respect whereof the commission is paid are issued or an amount equivalent thereto. The Company may also, on any issue of shares, pay such brokerage as may be lawful.

11. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fraction or part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder; this shall not preclude the Company from requiring the members or the transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.

12. Every person whose name is entered as a member in the Register of Members shall be entitled without payment to one certificate for all his shares of each class and, if he transfers part of his holding, to one certificate for the balance. Upon payment of such sum, not exceeding ten pence for every certificate after the first, as the Directors shall from time to time determine, he shall also be entitled to several certificates, each for one or more of his shares. Every certificate shall be issued within two months after allotment or the

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lodgement with the Company of the transfer of the shares, unless the conditions of issue of such shares otherwise provide, and shall be under the Seal or under the official seal kept by the Company by virtue of section 3 of the Companies (Amendment) Act, 1977 and bear the signatures of one Director and the Secretary and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates and the amount paid up thereof; but so that the Directors may by resolution determine, either generally or in any particular case, that the signature of the Secretary or any Director may be affixed by some mechanical means or that such certificate shall bear no signatures, provided that the method is used only for certificates which have first been approved in writing for sealing by the Auditors, Transfer Auditors or Bankers of the Company. The Company shall not be bound to register more than four persons as the joint holders of any share (except in the case of executors or trustees of a deceased member) and in any case, not until such holders have supplied the Company with one address for the service of notices pursuant to Regulation 105 hereof and in the case of a share held jointly by several persons the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

13. If any such certificate shall be worn out, defaced, destroyed or lost, it may be renewed on such evidence being produced as the Directors shall require, and, in case of wearing out or defacement, on delivery up of the old certificate and, in case of destruction or loss, on execution of such indemnity (if any) as the Directors may from time to time require. In case of destruction or loss, the member to whom such renewed certificate is given shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such destruction or loss and to such indemnity.

TRANSFER OF SHARES

14. All transfers of shares shall be effected by transfer in writing in any usual or common form or in any other form which the Directors may approve, but need not be under seal.

15. The instrument of transfer of a fully paid share shall be signed by or on behalf of the transferor and in the case of a share not fully paid the instrument of transfer shall also be signed by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.

16. Every instrument of transfer shall be left at the Office for registration accompanied by the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor and his right to transfer the shares.

17. The registration of transfers may be suspended at such times and for such periods (not exceeding thirty days in any year) as the Directors may from time to time determine.

18. No fee shall be charged for registration of transfers or other documents relating to or affecting the title to any shares.

19. All instruments of transfer which shall be registered shall be retained by the Company.

20. Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by the allottee in favour of some other person.

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TRANSMISSION OF SHARES

21. In the case of the death of a member, the survivors or survivor where the deceased was joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased joint holder from any liability in respect of any share jointly held by him.

22. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon producing such evidence of title as may from time to time be properly required by the Directors and subject as hereinafter provided, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall in either case have the same right to suspend registration as they would have had in the case of a transfer of the share by that member before the event upon which transmission took place.

23. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered, he shall testify his election by executing to that person a transfer of such share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer, and the registration of transfers of, shares shall be applicable to any such notice or transfer as if the event upon which the transmission took place had not occurred and the notice or transfer executed by the person from whom the title by transmission is derived.

24. A person becoming entitled to a share by transmission shall be entitled to receive and give a discharge for any dividends or other moneys payable on or in respect of the share, but he shall not be entitled to receive notices of, or to attend or vote at, meetings of the Company or (save as aforesaid) to exercise any of the rights or privileges of a member in respect of the share, unless and until he shall be entered in the Register of Members as the holder thereof; however, the Directors may at any time give notice requiring any person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within 90 days, the Directors may thereupon withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.

INCREASE OF CAPITAL

25. The Company may from time to time by Ordinary Resolution increase its share capital by such sum to be divided into shares of such amount as the resolution shall prescribe.

26. Subject to the provisions of the Acts, the new shares shall be issued to such persons, upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and, if no direction be given, as the Directors shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of the assets of the Company and with a special, or without any, right of voting.

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27. Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered part of the pre-existing ordinary capital and shall be subject to the provisions herein contained with reference to transfer, transmission and otherwise.

ALTERATION OF CAPITAL

28.The Company from time to time may by Ordinary Resolution:-

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares,

(b) sub-divide its shares, or any of them, into shares of smaller amount, so however that the resolution whereby the share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have such preferred or other special rights over, or may have such deferred rights or be subject to such restrictions as compared with, the others as the Company has power to attach to any unissued or new shares,

(c) cancel shares which, at the date of the passing of the Resolution in that behalf, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled

and may by Special Resolution reduce its share capital, any capital redemption reserve fund and any share premium account in any manner authorised by the Acts.

GENERAL MEETINGS

29. The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next.

30. (a) The Annual General Meeting shall be held at such time and place as the Directors shall determine. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

(b) Every Annual General Meeting shall be held in the Republic of Ireland unless either all the members entitled to attend and vote at such meetings consent in writing to its being held elsewhere or a resolution providing that it be held elsewhere shall have been passed at the preceding Annual General Meeting.

31. The Directors may at any time call an Extraordinary General Meeting. Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as is provided by the Act.

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NOTICE OF GENERAL MEETINGS

32. In the case of an Annual General Meeting or of a meeting for the passing of a Special Resolution twenty-one clear-days' notice at the least, and in any other case 14 clear days' notice at the least, shall be given in writing (including writing in electronic form) in manner hereinafter mentioned to all the members (other than those who under the provisions of these Articles or the conditions of issue of the shares held by them are not entitled to receive the notice) and to the Auditors for the time being of the Company.

33.Such notice shall state:-

(a) the place, the day and the hour of the meeting,

(b) in any case where there is to be special business, the general nature of such business,

(c) that the meeting is the Annual General Meeting, where such is the case and

(d) in reasonable prominence, that a member entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote in his place and that a proxy need not be a member of the Company.

34. Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Acts.

35. The accidental omission to give notice, to, or the non-receipt of notice by, any person entitled to receive notice shall not invalidate the proceedings at any General Meeting.

PROCEEDINGS AT GENERAL MEETINGS

36. All business shall be deemed special that is transacted at an Extraordinary General Meeting. All business that is transacted at an Annual General Meeting shall also be deemed special, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and reports of the Directors and Auditors, the election of Directors in the place of those retiring, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

37. No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Three or more members present in person or by proxy being holders of not less than one third of the Issued Ordinary Shares shall be a quorum.

38. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of or by members, shall be dissolved. In any other

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case it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine, and, if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the meeting shall be dissolved.

39. The Chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. Whenever a meeting is adjourned for fourteen days or more, seven clear days' notice at the least, specifying the place, the day and the hour of the adjourned meeting shall be given as in the case of the original meeting, but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

40.    The Chairman (if any) of the Board of Directors, or in his absence the Deputy Chairman (if any) of the Board of Directors, or in his absence some other Director nominated by the Directors, shall preside at every General Meeting, but if at any meeting neither the Chairman, nor the Deputy Chairman, nor such other Director be present within fifteen minutes after the time appointed for holding the same, or if none of them be willing to act as Chairman, the Directors present shall choose some Director present to be Chairman, or if no Director be present or if all the Directors present decline to take the chair, the members present shall choose some member present to be Chairman.

41. At any General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless, before or upon the declaration of the result of the show of hands, a poll is demanded in accordance with the provisions hereinafter contained. Unless a poll be so demanded, a declaration by the Chairman that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

42. (i) A poll may be demanded by the Chairman, or

(a) by not less than three members having the right to vote at the meeting, or

(b) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

(ii) The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

(iii)The demand for a poll may be withdrawn.

(iv) The instrument appointing a proxy to vote at a meeting shall be deemed also to confer authority to demand or join in demanding a poll, and for the purposes of this Article a demand by a person as proxy for a member shall be the same as a demand by the member.

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(v) A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such time (not being more than thirty days from the date of a meeting or adjourned meeting at which the poll was demanded) and place as the Chairman shall direct and shall be taken in such manner (including the use of ballot or voting papers) as the Chairman shall direct. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

(vi) If any vote shall be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the meeting or adjourned meeting at which the vote is given and not in that case unless it shall in the opinion of the Chairman of the meeting be of sufficient magnitude to vitiate the result of the voting.

(vii) On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

VOTES OF MEMBERS

43. Votes may be given either personally or by proxy. Subject to any special rights or restrictions as to voting attached to any class of shares, on a show of hands every member who is present in person and entitled to vote and every proxy shall have one vote, so, however, that no individual shall have more than one vote and upon a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.

44. A corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

45. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by such court, and such committee, receiver, curator bonis or other person may on a poll vote by proxy, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which such person claims to vote.

46. In the case of joint holders of a share, if only one votes, his act binds all the joint holders, if more than one vote, the act of the majority so voting binds all; and, if more than one vote, but the vote is evenly split on any particular matter, each fraction may vote the shares in question proportionately. Any of such votes may be exercisable in person or by proxy.

47. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not

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disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision in the absence of manifest error, shall be final and conclusive.

48. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney so authorised. An instrument of proxy may be in any common form or in such other form as the Directors shall approve. Instruments of proxy need not be witnessed.

49. Any person (whether a member of the Company or not) may be appointed to act as a proxy. A member may appoint more than one proxy as alternates to attend on the same occasion.

50. Any proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. In the case of two or more proxies for the same shares the most recently dated of such proxies shall be controlling.

51. The Directors may at the expense of the Company send, by post or otherwise, to the members instruments of proxy (with or without stamped envelopes for their return) for use at any General Meeting or at any Class Meeting, either in blank or nominating any one or more of the Directors or any other persons, in the alternative. If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the expense of the Company, such invitations shall be issued to all (and not to some only) of the members entitled to be sent a notice of the meeting and to vote thereat by proxy.

52. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or insanity of the principal, or the revocation of the proxy or of the authority under which the instrument of proxy was executed, or the transfer of the share in respect of which the instrument of proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used.

DIRECTORS

53. Unless otherwise determined by the Company by Ordinary Resolution, the number of Directors shall be not less than three and not more than fifteen.

54. A Director shall not require a share qualification but nevertheless shall be entitled to attend and speak at any General Meeting and at any Class Meeting.

55. The Directors shall be entitled by way of remuneration to such sum (if any) as shall from time to time be voted to them by the Company by Ordinary Resolution, and any such sum (unless otherwise determined by the resolution by which it is voted) shall be divided amongst the Directors as they shall agree or, failing agreement, equally. The Directors' remuneration shall be deemed to accrue from day to day.

56. The Directors shall also be entitled to be paid all travelling, hotel and other expenses

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incurred by them respectively in and about the performance of their duties as Directors, including their expenses of travelling to and from meetings of the Directors or Committees of the Directors or General Meetings or Class Meetings.

57. Any Director who serves on any Committee or who devotes special attention to the business of the Company or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director may be paid such extra remuneration by way of salary, commission, participation in profits or otherwise as the Directors may determine.

APPOINTMENT, ROTATION, DISQUALIFICATION AND

REMOVAL OF DIRECTORS

58. Directors shall serve for a term of three years expiring at the Annual General Meeting in the third year following their appointment or as the case may be, their re-appointment at Annual General Meeting.

59. A Director retiring at an Annual General Meeting shall retain office until the close or adjournment of the meeting.

60. The Company may by Ordinary Resolution at the meeting at which any Director retires in manner aforesaid fill up the vacated office by appointing a person thereto and, in default, the retiring Director, if willing to act, shall be deemed to have been re-appointed unless at such meeting it is expressly resolved not to fill such vacated office or a resolution of the re-appointment of such Director shall have been put to the meeting and lost.

61. At a General Meeting a motion for the appointment of two or more persons as Directors of the Company by a single resolution shall not be put unless a resolution that it shall be so put has been first agreed to by the meeting without any vote being given against it.

62. No person shall, unless recommended by the Directors for appointment or, as the case may be, reappointment, be eligible for appointment or re-appointment to the office of Director at any General Meeting unless, within the prescribed time before the day appointed for the meeting, there shall have been given to the Company notice in writing by some member duly qualified to be present and vote at the meeting of his intention to propose such person for appointment and also notice in writing, signed by the person to be proposed, of his willingness to be appointed. The prescribed time above mentioned shall be such that, between the date when the notice is served or deemed to be served and the day appointed for the meeting, there shall be not less than seven nor more than forty-two days.

63. The Company may by Ordinary Resolution increase or reduce the number of Directors.

64. The Directors may from time to time and at any time appoint any person to be a Director either to fill a casual vacancy or as an additional Director provided that the total number of Directors shall not exceed the maximum number fixed by or in accordance with these Articles. Subject to the provisions of the Act, a Director so appointed shall hold office only until the conclusion of the Annual General Meeting following next after his appointment, when he shall retire. A Director who retires under this Article shall be eligible for re-appointment at the meeting at which he retires but shall not be taken into account in determining the rotation or retirement of Directors or the number of Directors to retire at such meeting.

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65.The office of a Director shall be vacated forthwith:

(a) If a receiving order be made against him or he make any arrangement or composition with his creditors generally;

(b) If he become of unsound mind;

(c) If he cease to be a Director, or be prohibited from being a Director by an Order made, under any provisions of the Acts;

(d) If he (not being a Director holding for a fixed term an executive office in his company as a Director) resign his office by notice in writing to the Company; or

(e) If he be absent from meetings of the Directors for twelve successive months without leave and his alternate Director (if any) shall not during such period have attended in his stead and the Directors resolve that his office be vacated.

66. The Company may, by Ordinary Resolution, of which extended notice has been given in accordance with the provisions of the Acts, remove any Director before the expiry of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may, if thought fit, by Ordinary Resolution appoint another Director in his stead. The person appointed shall be subject to retirement at the same time as if he had become a Director on the date on which the Director in whose place he is appointed was last appointed a Director. Nothing in this Article shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that of Director.

67.(1) (a) The Directors may from time to time appoint one or more of their body to be the holder of any executive office on such terms and for such period as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment.

(b) In the case of a Director so appointed to the office of Managing Director his appointment shall be automatically terminated if he cease from any cause to be a Director (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company).

(c) A Director so appointed to any executive office shall be subject to retirement in accordance with these Articles.

(d) A Director holding any such executive office shall receive such remuneration, whether in addition to or in substitution for his ordinary remuneration as a Director and whether by way of salary, commission, participation in profits or otherwise or partly in one way and partly in another, as the Directors may determine.

(e) The Directors may confer upon a Director holding any such executive office any of the powers exercisable by them as Directors (save the control of shares) upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers, and may from time to

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time revoke, withdraw or vary all or any such powers.

(2)           A Director may from time to time appoint another Director or any other person to be his alternate. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote as a Director (having an additional vote for each Director for whom he acts as alternate) at any such meeting at which the Director appointing him is not personally present and generally at such meeting to have and exercise all the powers, rights, duties and authorities of the Director appointing him. Every such alternate shall also be entitled in the absence of the Director appointing him to sign on his behalf a resolution in writing of the Directors. Every such alternate shall be an officer of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of an alternate shall be payable out of the remuneration payable to the Director appointing him, and shall consist of such portion of the last mentioned remuneration as shall be agreed between such alternate and the Director appointing him. If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine: Provided that if any Director retires by rotation but is re-appointed by the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-appointment as if he had not so retired. All appointments and revocations of appointments of alternate Directors shall be in writing under the hand of the Appointer left at or sent by telex or facsimile to the office.

POWERS OF DIRECTORS

68. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Acts or by these regulations, required to be exercised by the Company in general meeting, subject, nevertheless, to any of these regulations, to the provisions of the Acts and to such directions, being not inconsistent with the aforesaid regulations or provisions, as may be given by the Company in general meeting; but no direction given by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that direction had not been given.

69.Without prejudice to the generality of the foregoing provisions:-

(a) The Directors may make such arrangements as may be thought fit for the management of the Company's affairs in the Republic of Ireland or abroad and may for this purpose appoint local boards, attorneys and agents and fix their remuneration and delegate to them such powers as may be deemed requisite or expedient.

(b) The Directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary or who are or were at any time Directors or officers of the Company or of any such other company as aforesaid and holding, or who held, any salaried employment, office or place of profit in the Company or such other company, and the wives, widows, families and dependants of any such persons, and

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may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid, subject always, if the Acts shall so require, to particulars with respect thereto being disclosed to the members and to the proposal being approved by the Company by Ordinary Resolution. A Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

(c)           Subject as provided in Part III of the Companies (Amendment) Act, 1983 and subject as hereinafter provided the Board may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking property, assets and uncalled capital or any part thereof, and subject to Section 20 of the Companies (Amendment) Act, 1983 to issue debentures, debenture stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

70. (a) A Director may hold any other office or place of profit under the Company (except that of Auditor) in conjunction with his office of Director, and may act in a professional capacity to the Company on such terms as to remuneration and otherwise as the Directors shall arrange.

(b) A Director may be or become a director or officer of, or otherwise interested in, any company holding shares in the Company, any associated company or any company promoted by the Company or in which the Company may be interested as a member or otherwise and no such Director shall be accountable for any remuneration or other benefits received by him as a director or officer of or from his interest in such other company. The Directors may also exercise the voting power conferred by the shares in any other company held or owned by the Company in such manner in all respects as they think fit, including the exercise thereof in favour of any resolution appointing them or any of their number directors or officers of such other company or voting or providing for the payment of remuneration to the directors or officers of such other company; provided always that a Director may not vote in favour of the exercise of such voting power in manner aforesaid if he has an interest which (together with any interest of any person connected with him (within the meaning of Section 26 of the Companies Act 1990)) is a material interest (other than by virtue of his interest in shares or debentures or other securities of, or otherwise in or through, the Company) save where such interest arises in respect of a resolution relating to another company in which he does not hold an interest in shares (as that term is used in Part IV, Chapter 2 of the Companies Act, 1990) representing one per cent or more of either any class of the equity share capital, or the voting rights, in such company. For the purposes of this paragraph "equity share capital" means, in relation to a company, its issued share capital excluding any part of that capital which, neither as respects dividend nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

(c) A Director who is in any way, whether directly or indirectly interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Directors at which the

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question of entering into the contract or arrangement is first taken into consideration, if his interest then exists, or in any other case at the first meeting of the Directors after he becomes so interested. A general notice given by a Director to the effect that he is a member of a specified company or firm and is to be regarded as interested in all transactions with such company or firm shall be sufficient declaration of interest under this Article, and after such general notice it shall not be necessary to give any special notice relating to any subsequent transaction with such company or firm, provided that either the notice is given at a meeting of the Directors or the Director giving the same takes reasonable steps to secure that it is brought up and read at the next meeting of Directors after it is given.

(d) (i) Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has an interest which (together with any interest of any person connected with him (within the meaning of Section 26 of the Companies Act, 1990)) is a material interest otherwise than by virtue of his interest in shares or debentures or other securities of, or otherwise in or through, the Company. A Director shall be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

(ii) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such cases each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

(iii) If any question shall arise at any meeting as to the materiality of a Director's interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the members of the Board whose votes are not in question.

(iv) The Company may by Ordinary Resolution ratify any transaction not duly authorised by reason of a contravention of this Article.

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71. A copy of every declaration made and notice given under the preceding Article shall within three days after the making or giving thereof be entered in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Secretary, Auditor or member of the Company at the Office and shall be produced at every General Meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.

72. All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner and by such persons, whether Directors or not, as the Directors shall from time to time determine.

PROCEEDINGS OF DIRECTORS

73. The Directors may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they think fit. A Director who is also an alternate Director shall be entitled in the absence of the Director by whom he was appointed to a separate vote on behalf of such Director in addition to his own vote. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.

74. The Chairman may, and on the request of a Director the Secretary shall, at any time summon a meeting of the Directors.

75. The quorum necessary for the transaction of the business of the Directors shall be one third or such higher proportion as from time to time may be fixed by the Directors. An alternate Director shall be counted in a quorum.

76. The continuing Directors or Director may at any time act notwithstanding any vacancy in their body: Provided that, in case the Directors shall at any time be reduced in number to less than the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director may act for the purpose of appointing an additional Director or Directors to make up such minimum, or of summoning a General Meeting of the Company, but for no other purpose.

77. The Directors may from time to time appoint and remove a Chairman and a Deputy Chairman. The Chairman shall preside at all meetings of the Directors but, if at any meeting the Chairman be not present, the Deputy Chairman shall preside. If no Deputy Chairman shall have been appointed or if the Deputy Chairman be not present, the Directors present shall choose one of their number to be Chairman of such meeting.

78. The Directors may delegate any of their powers to Committees as they think fit; any Committee may consist of one or more Directors, and the Directors shall be entitled to appoint such other persons as they consider expedient to a Committee, and to fix the remuneration of any such persons; provided that a majority of the members of a Committee shall at all times be Directors. Any Committee so formed shall be in the exercise of any power so delegated conform to any regulations that may from time to time be imposed upon it by the Directors.

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79. The meetings and proceedings of any such Committee consisting of two or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.

80. All acts bona fide done by any meeting of Directors or of a Committee of Directors or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote provided such action is subsequently duly ratified.

81. The Directors shall cause proper minutes to be made of all proceedings of General Meetings and Class Meetings of the Company and of meetings of Directors and Committees of Directors and of the attendances thereat and of all appointments of officers made by the Directors.

82. A resolution in writing signed by all the Directors shall be as effective for all purposes as a resolution duly passed at a meeting of the Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors.

83. (a) For the purpose of these Articles the contemporaneous linking together by telephone or other means of communication of a number of the Directors not less than the quorum, shall be deemed to constitute a meeting of the Directors and all the provisions in these Articles as to the meetings of the Directors shall apply to such meetings so long as the following conditions are met:-

(i) All the Directors for the time being entitled to receive notice of a meeting of the Directors (including any alternate for any Director) shall be entitled to notice of any meeting of the Directors to be held by way of telephone communication or otherwise. Notice of any such meeting may be given by telephone or any other means of communication;

(ii) Each of the Directors taking part in the meeting by telephone or other means of communication and, if in attendance, the Secretary, must be able to hear each of the other Directors taking part at the commencement of the meeting;

(iii) At the commencement of the meeting each Director must acknowledge his presence for the purpose of a meeting of the Directors of the Company to all the other Directors taking part.

(b) A Director may not leave the meeting by disconnecting his telephone or other means of communication, unless he has obtained the prior express consent of the Chairman of the meeting, and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all time during the meeting by telephone or other means of communication unless he had previously obtained the express consent of the Chairman of the meeting to leave the meeting aforesaid).

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(c) A minute of the proceedings at such meeting by telephone or other means of communication shall be sufficient evidence of such proceedings and of the observance of all necessary formalities, if certified as a correct minute by the Chairman of the meeting.

SECRETARY

84. The Secretary shall be appointed by the Directors and any Secretary so appointed may be removed by them. The Directors may also appoint one or more Assistant Secretaries. An Assistant Secretary may carry out any of the functions of a Secretary which is required or authorised to be done by a Secretary under the Act. Anything by the Act required or authorised to be done by the Secretary or an Assistant Secretary may, if both offices are vacant or there is for any other reason no Secretary or Assistant Secretary capable of acting, be done by any officer of the Company authorised generally or specially on that behalf by the Directors: provided that any provision of the Act or these Articles requiring or authorising a thing to be done by a Director and the Secretary shall not be satisfied by its being done by the same person acting both as a Director and as, or in the place of, the Secretary.

REGISTER OF DIRECTORS' SHARE AND DEBENTURE HOLDINGS

85. A register of Directors' share and debenture holdings when required by the Acts shall be kept at the same office as that at which the Register of Members is kept and shall be open to the inspection of any member or holder of debentures of the Company on each day during which the same is bound to be open for inspection pursuant to the Acts.

THE SEAL

86. The Directors shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority of the Directors or of a committee of Directors authorised by the Directors and (subject to the provisions of these Articles in relation to share certificates) every instrument to which the Seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.

87. The Company may have an official seal for use abroad under the provisions of the Acts where and as the Directors shall determine and the Company may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such official seal and may impose such restrictions on the use thereof as shall be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such official seal as aforesaid.

88. The Company may have, for use for sealing securities issued by the Company and for sealing documents creating or evidencing securities so issued, an official seal which is a facsimile of the Seal with the addition on its face of the word "Securities".

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DIVIDENDS

89. Subject to any preferential or other special rights for the time being attached to any class of shares, the profits of the Company available for distribution which it shall from time to time be determined to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the amount paid up thereon respectively otherwise than in advance of calls. All dividends shall be apportioned and paid pro rata according to the amounts for the time being paid up on the shares during the period in respect of which the dividend is paid except that if any share is issued on terms providing that it shall rank for dividend as if paid up (in whole or in part) as from a particular date such share shall rank for dividend accordingly.

90. The Company in General Meeting may from time to time declare dividends, but no dividend shall be payable otherwise than out of the profits of the Company which it is lawful to distribute. No higher dividend shall be paid than is recommended by the Directors.

91. Subject to the provisions of the Acts, the Directors may if they think fit from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company. If at any time the share capital of the Company is divided into different classes the Directors may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferred rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Directors act bona fide they shall not incur any responsibility to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights. The Directors may also pay half-yearly or at other suitable intervals to be settled by them any dividend which may be payable at a fixed rate if they are of opinion that the profits justify the payment.

92. The Directors may deduct from any dividend or other moneys payable on or in respect of any shares held by a member all sums of money (if any) immediately payable by him to the Company on account of calls or otherwise in relation to shares of the Company.

93. All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. No dividend shall bear interest as against the Company.

94. Any dividend or other moneys payable on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled thereto and, in the case of joint holders, to the first named of such joint holders or to such person and such address as the holder or joint holders may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders may direct and payment of the cheque or warrant shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the persons entitled to the money represented thereby.

95. If several persons are registered as joint holders of any share, any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

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96. A General Meeting declaring a dividend may direct payment of such dividend wholly or in part by the distribution of specific assets (in particular, of paid up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of members and may vest any specific assets in trustees upon trust for the persons entitled to the dividend as the Directors think expedient and generally may make such arrangements for the allotment, acceptance and sale of such specific assets or fractional certificates, or any part thereof, and otherwise as they think fit.

RESERVES

97. The Directors may before recommending any dividend, whether preferential or otherwise, carry to reserve out of the profits of the Company (including any premiums received upon the issue of debentures or other securities of the Company) such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit. The Directors may also without placing the same to reserve carry forward any profits which they may think it prudent not to divide.

CAPITALISATION OF PROFITS

98. The Company may by Ordinary Resolution on the recommendation of the Directors resolve that it is desirable to capitalise the whole or any part of the amounts for the time being standing to the credit of any of the Company's reserves or reserve accounts (including any capital redemption reserve fund or share premium account) or to the credit of the profit and loss account (whether or not such amounts are available for distribution) and accordingly that the Directors be authorised and directed to appropriate the amounts resolved to be capitalised to the members in proportion in which such amounts would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such amounts on their behalf, either in or towards paying up the amounts (if any) for the time being unpaid on any shares or debentures held by such members respectively or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such amounts, or partly in one way and partly in the other, such shares or debentures to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportion aforesaid.

99. Whenever such a resolution as aforesaid shall have been passed, the Directors shall, subject to the provisions of the Acts, make all appropriations and applications of the amounts or sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures (if any) and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter, on behalf of all the members entitled to the benefit of such appropriations and applications,

27

into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, and any agreement made under such authority shall be effective and binding on all such members.

ACCOUNTS

100. The Directors shall cause proper accounts to be kept in accordance with the provisions of the Acts.

101. The books of account shall be kept at the Office or (subject to the provisions of the Acts) at such other place as the Directors shall think fit and shall always be open to the inspection of the Directors. No member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors.

102. The Directors shall from time to time, in accordance with the provisions of the Act, cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are specified in the Acts.

103. A copy of the Directors' and Auditors' reports, accompanied by copies of the balance sheet, profit and loss account and other documents required by the Acts to be annexed to the balance sheet, shall, twenty-one days at the least before the Annual General Meeting, be delivered or sent by post to the registered address of every member and every holder of debentures of the Company (whether or not they are entitled to receive notice of meetings) and to the Auditors, provided that, if copies of such documents are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.

104. The Auditors' Report shall be read before the Company in General Meeting and shall be open to inspection by any member.

105. Every account of the Directors when audited and approved by an Annual General Meeting shall be conclusive except as regards any error discovered therein within three months next after the approval thereof. Whenever such an error is discovered within that period, the account shall forthwith be corrected and thereupon shall be conclusive.

AUDIT

106.          The provisions of the Acts in regard to audit and Auditors shall be observed.

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NOTICES

107. A notice or other document may be served by the Company upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his address as appearing in the Register of Members or by sending the same by electronic mail or other form of Electronic Communication approved by the Directors to the address of any member notified to the Company by the member for such purpose. In the case of joint holders of a share, all notices shall be sent to the address appearing in the Register of Members in respect of the joint holding (or in the case of a notice sent by electronic mail, to the address in respect of the joint holding notified to the Company by the joint holders for such purpose) and notice so given shall be sufficient notice to all the joint holders.

108. Any member described in the Register of Members by an address not within the Republic of Ireland or the United States of America who shall from time to time give the Company an address within the Republic of Ireland or the United States of America at which notices may be served upon him shall be entitled to have notices served upon him at such address or shall be entitled to receive notices by electronic mail, or other form of Electronic Communication approved by the Directors, to be sent to an address notified to the Company by the member for such purpose.

109. Every legal personal representative, committee, receiver curator bonis or other legal curator, assignee in bankruptcy or liquidator of a member shall be bound by a notice given as aforesaid if sent to the last registered address of such member or, in the event of a notice given or delivered by electronic mail, or other form of Electronic Communication approved by the Directors, if sent to the address notified by the member to the Company for such purpose, notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such member.

110. Any notice or other document if served personally shall be deemed to have been served upon delivery and if served by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same was posted, and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into the post office. A certificate in writing signed by the Secretary or any other officer of the Company that the envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof. Where a notice or other document is served by electronic mail, or other form of Electronic Communication approved by the Directors, such notice or other document shall be deemed to have been served forty-eight (48) hours after the despatch of the Electronic Communication and a transmission report shall be conclusive evidence thereof.

111. The signature to any notice to be given by the Company may be written or printed or in the case of a notice in electronic form the signature may be an Electronic Signature, Advanced Electronic Signature or otherwise as the Directors may approve.

112. Where a given number of days' notice, or notice extending over any other period, is required to be given, the day of service shall, unless it is otherwise provided, be counted in such number of days or other period.

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WINDING-UP

113. If the Company shall be wound up (whether the liquidation is voluntary or by the court) the Liquidator may, with the authority of a Special Resolution, divide among the members in specie the whole or any part of the assets of the Company, whether such assets shall consist of property of one kind or of properties of different kinds, and may for such purpose set such value as he deems fair upon each kind of property and may determine subject to the rights of the holders of any class of preferential shares, how such division shall be carried out as between the members or different classes of members. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members and for contributories as the Liquidator, with the like authority, shall think fit and the liquidation of the Company may be closed and the Company dissolved, but so that no member shall be compelled to accept any shares in respect of which there is a liability.

114. Without prejudice to the rights of holders of shares issued upon special terms and conditions if the Company shall be wound up and the assets available for distribution among the members shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the nominal amount of the share capital held by them but, if the assets available for distribution among the members shall be sufficient or more than sufficient to repay the whole of the paid up capital, such assets shall be applied first in paying off the whole of the paid up capital and secondly, in distributing the balance amount the members in proportion to the nominal share capital held by them.

INDEMNITY

115. Every Director and other officer of the Company (other than an Auditor) shall be indemnified out of the assets of the Company against any cost, expense, liability or other matter incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court under the Acts.

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NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

___________________________________________________________

Donald Pratt,
32 Kildare Street,
Dublin 2.
	Solicitor.

Heather Johnston,
32 Kildare Street,
Dublin 2.
	Secretary

___________________________________________________________

Dated the 15th day of December 1969.

Witness to the above Signatures:-

Simon C.K. Quick,

32 Kildare Street,

Dublin 2.

Solicitor

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EX-4.2

EXHIBIT 4.2

ELAN CORPORATION, PLC

EMPLOYEE EQUITY PURCHASE PLAN

(2006 Restatement)

ARTICLE I

INTRODUCTION

Section 1.1 Purpose. The purpose of the Elan Corporation, plc (the "Company") Employee Equity Purchase Plan is to provide employees with an opportunity to acquire Shares of the Company through accumulated payroll deductions.

Section 1.2 Rules of Interpretation and Governing Law. (a) It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986 of the United States of America, as amended (the "Code") and the Plan and/or any schedule may qualify as an employees' share scheme for the purposes of Section 2 of the Companies (Amendment) Act, 1983. The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code.

(b) This Plan will be construed in accordance with and governed by the laws of Ireland. Any schedule to the Plan setting out the rules of an employees’ share scheme established pursuant to Section 1.3 may be construed in accordance with the law of another jurisdiction, if so specified in that schedule.

Section 1.3 Further Plans. The Board may operate the Plan for Employees in any country it deems appropriate and may modify the operation of the Plan or establish further share schemes based on the Plan but modified, to take account of local tax, exchange control, securities or other applicable laws in overseas territories, provided that any Shares made available under such further schemes are treated as counting against the limits set out in Section 4.1 of the Plan. Such further schemes may be established as schedules to the Plan, or otherwise as the Board determines and may be treated as separate plans and construed separately from the Plan.

Section 1.4 Plan Operation. The Board has discretion to determine when the Plan will be operated.

ARTICLE II

DEFINITIONS

Section 2.1 "Board" means the Board of Directors of the Company.

Section 2.2 "Compensation" means all base, straight-time, gross earnings exclusive of payments for overtime, incentive compensation, incentive payment, bonuses and other compensation.

Section 2.3 "Committee" means the Leadership Development and Compensation

Committee of the Company (formerly known as the Compensation Committee), or such other committee of the Board as the Board shall direct.

Section 2.4 "Designated Company" means any company within the Group which has been designated by the Board to participate in the Plan.

Section 2.5 "Employee" means any individual who (i) is customarily employed by a Designated Company on a full-time or part-time basis, (ii) has been so employed for at least one month prior to the relevant Offering Period Commencement Date and (iii) unless otherwise provided by the Committee, is regularly scheduled to work more than 20 hours per week and more than five months in any calendar year. For the purposes of this Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or another leave of absence approved by the Company or the Designated Company or required by the relevant local law to constitute continuous service. Where the period of leave exceeds 90 days and the individual's right to employment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.

Section 2.6 "Effective Date" means January 1, 2005, subject to the provisions of Section 12.8 hereof.

Section 2.7 "Enrollment Date" means the first Offering Period Commencement Date on which the Employee shall have satisfied the eligibility requirements of Article III of this Plan.

Section 2.8 "Exercise Date" means the last day of each Offering Period.

Section 2.9 "Fair Market Value" means, as of any date, the value of a Share determined as follows:

(a) if the Shares are listed on a national securities exchange or quotation system, the closing sales price on such exchange or quotation system on such date or, in the absence of reported sales price on such date, the closing sales price on the immediately preceding date on which sales were reported,

(b) if the Shares are not listed on a national securities exchange or quotation system, the mean between the high bid and low offered prices as quoted by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") for such date, or

(c) if the Shares are neither listed on a national securities exchange or quotation system nor quoted by NASDAQ, the fair value as determined by such other method as the Committee determines in good faith to be reasonable.

Whenever possible the determination of Fair Market Value shall be determined by reference to the prices quoted on the New York Stock Exchange.

Section 2.10 "Group" means the Company and its Subsidiaries.

Section 2.11 "Offering Period" means each quarter described in Section 4.2 during which an option granted under Section 6.1 of this Plan may be exercised.

Section 2.12 "Offering Period Commencement Date" means the first day of the applicable Offering Period.

Section 2.13 "Option Price" means the amount described in Section 6.2 of the Plan.

Section 2.14 "Participant" means an Employee who has satisfied the eligibility requirements of Article III of this Plan and has elected to participate in this Plan pursuant to Section 3.3.

Section 2.15 "Plan" means the Elan Corporation, plc Employee Equity Purchase Plan as set out in these rules.

Section 2.16 "Plan Administrator" means the person designated by the Committee pursuant to Section 11.1(b) hereof to take certain administrative actions under the Plan.

Section 2.17 "Share" or "Shares" means a share in the Company with a par value of 5 Euro cents as represented by one American Depositary Share and evidenced by one American Depositary Receipt.

Section 2.18 "Subsidiary" means any company, if the Company and/or one or more other Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding stock of such company. A company that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

Section 3.1 Eligibility.

(a) Subject to the provisions of Section 3.2, an Employee will be eligible to participate in this Plan on any Enrollment Date.

(b) Each Employee who becomes eligible to participate in this Plan shall be furnished with a summary of the Plan and enrolment materials. All Shares acquired under the Plan that are held in an individual brokerage/custody account shall be subject to, and governed by,

the terms and conditions of the applicable individual brokerage/custody account agreement.

Section 3.2 Restrictions on Participation. Notwithstanding any provision of the Plan to the contrary, no Employee shall be eligible to participate in the Plan and receive an option to acquire Shares to the extent that, immediately after the grant, such Employee would own Shares and/or hold outstanding options to purchase Shares amounting to 5% or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any Employee).

Section 3.3 Commencement of Participation.

(a) An Employee may become a Participant by completing an authorization for payroll deductions on the form provided by the Committee and filing the completed form with the Plan Administrator prior to the applicable Enrollment Date and in such time and manner

as the Committee shall prescribe.

(b) Payroll deductions for a Participant shall commence on the first day of the first full payroll period following the Participant's Enrollment Date and shall end on the last day of the payroll period ending within the Offering Period to which the authorization is

applicable, unless sooner terminated by the Participant as provided in Article VIII or as reduced by the Plan Administrator as described in Section 5.4.

Section 3.4 Code Limitations. In addition to any other limitations set forth in the Plan, no Employee may be granted an option under the Plan which permits his or her rights to purchase stock under the Plan, and any other stock purchase plan of his or her employer corporation and its Parent (within the meaning of Section 424(e) of the Code) and Subsidiary corporations that is qualified under Section 423 of the Code, to accrue at a rate which exceeds US$25,000 of the Fair Market Value of such stock (determined at the time such option is granted) for each calendar year in which the option is outstanding at any time.

ARTICLE IV

SHARES SUBJECT TO THE PLAN AND OFFERINGS

Section 4.1 Shares Subject to the Plan.

(a) Subject to the provisions of Section 12.4 of the Plan, the aggregate number of Shares that may be issued or delivered pursuant to the Plan shall not exceed 3,000,000 shares. These Shares may be authorized but unissued Shares, issued Shares held in or acquired for the Company's treasury or Shares reacquired by the Company upon purchase in the open market. The Company may, at its discretion, set a maximum number of Shares which may be delivered in an Offering

Period.

(b)If, on any Exercise Date, the number of Shares with respect to which options are to be exercised exceeds the number of Shares available for purchase during the Offering Period, then the Company shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practicable and as the Committee shall determine to be equitable and in accordance with the requirements of Section 423 of the Code.

Section 4.2 Offering Periods. Shares will be available for acquisition by Participants during each of the four Offering Periods to be held during each calendar year that the Plan is in effect. Except as provided in Section 12.4(b), the first Offering Period will begin on January 1st and end on March 31st, the second Offering Period will begin on April 1st and end on June 30th, the third Offering Period will begin on July 1st and end September 30th and the fourth Offering Period will begin on October 1st and end on December 31st. The Plan Administrator may make changes to the Offering Periods, provided such changes are not inconsistent with Section 423 of the Code.

ARTICLE V

PAYROLL DEDUCTIONS

Section 5.1 Amount of Deduction. Subject to the limitations mandated in Section 3.4, a Participant may elect to have payroll deductions made in whole percentages of up to 100% of the Participant's Compensation (exclusive of applicable taxes and payroll deductions and other contributions) for each payroll period in an Offering Period, but the amount deducted for any Participant for an Offering Period may not exceed an amount equal to (i) the "applicable dollar amount" (as defined in Section 402(g)(1)(B) of the Code) for the applicable calendar year, divided by (ii) 4.

Section 5.2 Participant's Memorandum Account. All payroll deductions made for a Participant shall be credited to a memorandum account established for such Participant for purposes of recording, as a bookkeeping entry, the payroll deductions made by the Participant under this Plan. A Participant may not make any separate cash payment with respect to such memorandum account.

Section 5.3 Changes in Payroll Deductions. During any Offering Period, a Participant may discontinue his participation in this Plan for that Offering Period as provided in Section 8.1 hereof or, not more than once during any Offering Period, he or she may decrease the rate of his payroll deductions during that Offering Period by completing and filing with the Plan Administrator a new payroll deduction authorization form specifying the new payroll deduction rate. The new payroll deduction authorization election shall become effective as of the first day of the first full payroll period immediately following five (5) business days after the Plan Administrator's receipt of the new payroll deduction authorization form.

Section 5.4 Certain Adjustments to Payroll Deduction Authorizations.

(a) To the extent necessary to comply with (i) the limitations contained in the Plan on the number of shares available to any Participant and (ii) the limitations in Section 3.4, a Participant's payroll deductions may be reduced to zero percent (0%) by the Plan Administrator without the Participant's consent, at any time during an Offering Period.

(b) In the event that a Participant's payroll deductions are reduced pursuant to Section 5.4(a) above, payroll deductions shall recommence for such Participant at the rate specified in the

Participant's payroll deduction authorization form then on file with the Plan Administrator effective as of the beginning of the first Offering Period which is scheduled to end in the immediately succeeding calendar year, unless the payroll deduction authorization

election is terminated by the Participant, as provided in Section 8.1 hereof.

ARTICLE VI

GRANTING OF OPTION

Section 6.1 Maximum Number of Option Shares. On each Offering Period Commencement Date, each Participant in the Plan shall be granted an option to acquire, at the applicable Option Price, up to the number of Shares determined by dividing such Participant's

payroll deductions accumulated prior to such Exercise Date during the applicable Offering Period and credited to the Participant's memorandum account as of such Exercise Date by the applicable Option Price; provided, however, that such option grant shall also be subject to the limitations contained in Sections 3.2, 3.4, 4.1, 5.1 and 8.1 of the Plan; provided further, however that in no event shall the number of Shares that may be purchased under any such option exceed 1,000 Shares or such higher or lower number of Shares as the Committee may have specified in advance of such Offering Period as the maximum amount of Shares which may be purchased by a Participant in such Offering Period.

Section 6.2 Option Price. Unless the Committee determines before the first day of an Offering Period that a higher price that complies with Section 423 of the Code shall apply with respect to such Offering Period, the Option Price for Shares to be acquired with accumulated payroll deductions during any Offering Period shall be the lower of 85% of the Fair Market Value of a Share on the applicable (a) Offering Period Commencement Date, or (b) Exercise Date.

ARTICLE VII

EXERCISE OF OPTION

Section 7.1 Automatic Exercise. Unless the Participant withdraws from the Plan as provided in Section 8.1, the option granted to the Participant pursuant to Section 6.1 of the Plan during the applicable Offering Period shall be exercised automatically on the applicable Exercise Date for the purchase of the number of full Shares which the accumulated payroll deductions credited to the Participant's memorandum account at such time will acquire at the applicable Option Price; provided, however, that in no event shall the accumulated payroll deductions credited to the Participant's memorandum account as of the Exercise Date be used to acquire Shares that exceed the maximum number of Shares available for acquisition after the application of Sections 3.2, 3.4, 4.1 and/or 5.1. Any amounts remaining to the credit of such Participant in the memorandum account following an applicable Exercise Date as a result of the application of Sections 3.2, 3.4, 4.1 and/or 5.1 shall be promptly refunded to the Participant, without interest.

Section 7.2 Fractional Shares. Fractional Shares will not be issued under the Plan. Any accumulated payroll deductions which would have been used to purchase fractional Shares, unless refunded pursuant to Section 8.1, will be held for the purchase of Shares in the next immediately succeeding Offering Period, without interest.

Section 7.3 Exercise of Options. An option granted to a Participant under this Plan may be exercised only during the Participant's lifetime and only by such Participant.

Section 7.4 Delivery of Shares. As promptly as practicable after each Exercise Date on which an acquisition of Shares occurs, the Company shall arrange for the delivery to each Participant, as appropriate, of the Shares purchased in the Offering Period upon the exercise of such Participant's option hereunder. At the Company's election, this delivery may occur through a transfer agent or brokerage account established for this purpose, and the Company may require as a condition to participation in the Plan that each Participant establish an account with a brokerage firm selected by the Company.

Section 7.5 Section 423 Transfer Restrictions.

The Plan is intended to satisfy the requirements of Section 423 of the Code. A Participant will not obtain the benefits of this provision if such Participant disposes of Shares acquired pursuant to the Plan within two (2) years after the Offering Period Commencement Date or within one (1) year after the date such Shares are acquired by the Participant on the applicable Exercise Date, whichever is later.

Section 7.6 Taxes. At the time an option is granted or exercised under this Plan, in whole or in part, or at the time some or all of the Shares issued under the Plan are delivered to a Participant, or are disposed of, the Company or any Subsidiary, in its sole discretion, shall be entitled to withhold the amount it determines necessary to satisfy any United States federal, state, local, foreign, or other tax or social security withholding obligations arising, or to require as a condition of the grant or exercise of an option or the delivery of Shares that the Participant remit, when due, the amount necessary to satisfy such tax or social security withholding obligations.

ARTICLE VIII

WITHDRAWAL

Section 8.1 In General. A Participant may withdraw all, but not less than all, of the payroll deductions credited to his or her memorandum account that have not yet been used to exercise his or her option under the Plan at any time before the end of the Offering Period by giving written notice to the Plan Administrator. All of the payroll deductions credited to the Participant's memorandum account shall be paid to such Participant promptly after the Plan Administrator's receipt of such notice of withdrawal, without interest, and the Participant's option for the Offering Period shall be automatically terminated and no further payroll deductions for the purchase of shares shall be made on behalf of such Participant for such Offering Period. If a Participant withdraws from the Plan during an Offering Period, payroll deductions shall not resume at the beginning of the next immediately succeeding Offering Period unless the Participant files a new payroll deduction authorization form with the Plan Administrator prior to the applicable Offering Period Commencement Date and in such time and manner as the Committee shall prescribe.

Section 8.2 Effect on Subsequent Participation. An Employee's withdrawal from participation in the Plan pursuant to Section 8.1 hereof will not have any effect upon the Employee's eligibility to participate in the Plan during any succeeding Offering Period or in any similar plan which may hereafter be adopted by the Company and for which such Employee is otherwise eligible; provided, however, in order to resume participation in this Plan, the Employee must satisfy the requirements of Article III.

Section 8.3 Termination of Employment. Upon the termination of a Participant's employment for any reason, including retirement or death, the Participant shall be deemed to have withdrawn from the Plan and the payroll deductions that have accumulated for such Participant prior to such termination, if any, shall be promptly returned, without interest, to the Participant or, in the case of the Participant's death, to the person or persons entitled thereto under Section 12.1 hereof, and such Participant's option shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for the Participant with respect to such Offering Period.

ARTICLE IX

INTEREST

Section 9.1 Payment of Interest. No interest will accrue or be paid or allowed on any money paid into the Plan, credited to the memorandum account, or distributed to a Participant.

ARTICLE X

SHARES

Section 10.1 Participant's Interest in Option Shares. No Participant will have any interest in Shares covered by any option held by the Participant until the Shares have been delivered as provided in Section 7.4 above.

Section 10.2 Registration of Shares. Shares acquired by a Participant under the Plan will be registered in the name of the Participant, or, if the Participant so directs by written notice to the Plan Administrator at least five business days prior to the applicable Exercise Date, in the names of the Participant and one such other person as may be designated by the Participant, as joint tenants with rights of survivorship or as tenants by the entireties, to the extent permitted by applicable law, provided that such designation is not treated as a disposition under the Code.

Section 10.3 Restrictions on Exercise. The Committee may, in its discretion, require as conditions to the exercise of any option that the Shares due to be delivered upon the exercise of such option shall have been duly listed, upon official notice of issuance, upon a stock exchange or market, and that a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to said Shares shall be effective.

ARTICLE XI

ADMINISTRATION

Section 11.1 Administration.

(a) The Plan shall be administered by the Committee. The Committee shall operate in accordance with the charter setting out the terms of reference and rules of procedure for the Leadership Development and Compensation Committee (formerly the Compensation Committee) established 31 May 2002. If the Board determines that another

Committee will administer the Plan, it will determine the terms of reference and procedures to apply to such Committee.

(b) Subject to the provisions of the Plan and the specific duties delegated by the Board to the Committee, the Committee may delegate, to any executive or other delegate of the Company (any such person, a "Plan Administrator"), the following authority:

(i) to determine the Fair Market Value of Shares in accordance with Section 2.9 and the option price in accordance with Section 6.2 of the Plan;

(ii) to determine whether and to what extent options are granted;

(iii) to approve forms of agreement for use under the Plan;

(iv) to construe and interpret the terms of the Plan;

(v) to prescribe, amend and rescind rules and regulations relating to the Plan; and

(vi) to make all other determinations deemed necessary or advisable for administering the Plan.

Section 11.2 Interpretation. The Committee shall have full power and authority to interpret the provisions of the Plan and any agreement evidencing options granted under the Plan, to administer the Plan in all jurisdictions in which the Plan is effective or where there are Participants who are participating in the Plan, to determine how and as of what date any currencies other than United States dollars will be converted into United States Dollars, and to determine any and all questions arising under the Plan. The Committee's decisions shall be final and binding on all Participants in or other persons claiming under the Plan.

Section 11.3 Indemnity. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. The Company shall indemnify each member of the Board and the Committee to the fullest extent permitted by law with respect to any claim, loss, damage or expense (including counsel fees) arising in connection with their responsibilities under this Plan.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Designation of Beneficiary. Where permitted by local law, a Participant may file a written designation of a beneficiary who is to receive the Shares and cash, if any, credited to the Participant's memorandum account under the Plan in the event of the Participant's death subsequent to an Exercise Date on which the option is exercised but prior to the delivery to such Participant of such Shares and cash. In addition, where permitted by local law, a Participant may file a written designation of a beneficiary who is to receive any cash that has been credited to the Participant's memorandum account under the Plan in the event of the Participant's death prior to the exercise of the option; provided, however, in no event shall such beneficiary be entitled to authorize the exercise of such option. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, or where the designation of a beneficiary is unlawful, the Company shall deliver any Shares or cash credited to the Participant's memorandum account to the executor or administrator of the estate of the Participant.

Section 12.2 Non-Transferability. Neither payroll deductions credited to any Participant's memorandum account nor any option or rights with regard to the exercise of an option or the right to receive Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant, other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Designated Company, may, in its discretion, treat such act as an election to withdraw from participation in the Plan in accordance with Section 8.1.

Section 12.3 Use of Funds. All payroll deductions received or held by a Designated Company, under the Plan may be used by the Designated Company for any corporate purpose. The Designated Company shall not be obligated to segregate such payroll deductions. At all times prior to an Exercise Date, Participants' rights hereunder shall be equivalent to those of a general unsecured creditor.

Section 12.4 Changes in Capitalization.

(a) If, while any options are outstanding under the Plan, the outstanding Shares of the Company have increased, decreased, changed into, or been exchanged for a different number or kind of shares or securities of the Company through any reorganization, merger, recapitalization, reclassification, stock split, reverse stock split or similar transaction, appropriate and proportionate adjustments may be made by the Committee in the number and/or kind of shares which are subject to purchase under outstanding options and in the Option Price or Prices applicable to such outstanding options and in the number and/or kind of shares which may be offered in the Offering Periods described in Section 4.2. No such adjustments shall be made for dividends payable in cash.

(b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation or survives only as a wholly owned subsidiary, or upon a sale of substantially all of the property or capital stock of the Company to another corporation, the Committee shall provide either (i) that notwithstanding anything to the contrary in Section 4.2, the Offering Period that last commenced prior to the effective date of such transaction will end, and the Exercise Date for such Offering Period will occur, either on the last business day or such earlier date as determined in the sole discretion of the Committee before the effective date of such transaction, or (ii) that the holder of each option then outstanding under the Plan will thereafter be entitled to receive at the next Exercise Date, upon the exercise of such option, for each Share as to which such option shall be exercised, as nearly as reasonably may be determined, the cash, securities and/or property which a holder of one Share was entitled to receive upon and at the time of such transaction. The Board shall take such steps in connection with such transactions as the Board shall deem necessary to assure that the provisions of this Section 12.4(b) shall thereafter be applicable, as nearly as reasonably may be determined, in relation to said cash, securities and/or property as to which each such holder of any such option might hereafter be entitled to receive.

Section 12.5 Governmental Regulation. The Company's obligation to sell and deliver Shares under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such Shares.

Section 12.6 Amendment.

(a) Amendments in General. The Board may amend, modify or alter the Plan by resolution at any time provided that (i) no amendment may be made that would adversely affect the right of a Participant to his payroll deductions as of the date of such amendment, and (ii) subject to 12.6(b) no amendment, modification or alteration may be made to Articles III, IV or VI or Sections 5.1, 8.3 or 9.1 of the Plan to the advantage of Participants without the prior approval of the shareholders of the Company in general meeting.

(b) Minor Amendments. The Board may, by resolution, make minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company or any Subsidiaries without being required to seek the sanction of shareholders of the Company in general meeting pursuant to Section 12.6(a)(ii).

Section 12.7 Termination. The Board may terminate the Plan at any time, provided that no termination will adversely affect the right of a Participant to his or her payroll deductions as of the date of such termination.

Section 12.8 Effective Date. The Plan became effective as of January 1, 2005, having been approved by shareholders at the annual general meeting of the Company on Thursday 17th June 2004. The Plan, as restated, shall become effective upon approval by shareholders at the annual general meeting of the Company on May 25, 2006.

Section 12.9 Right to Terminate Employment. Nothing in the Plan or in the agreement evidencing any award granted under the Plan shall confer upon any Participant the right to continue as an employee or a director of the Company or any Subsidiary or affect the right of the Company or any of its Subsidiaries to terminate the Participant's employment at any time, subject, however, to the provisions of any agreement of employment between the Participant and the Company, or any of its Subsidiaries.

Section 12.10 Transfer, Leave of Absence. For purposes of this Plan, neither a transfer of an Employee from the Company to a Subsidiary of the Company, or vice versa, or from one Subsidiary of the Company to another, shall be deemed a termination of employment.

Section 12.11 Effect of Plan. The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each Participant in the Plan, including, without limitation, such Participant's estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant.

EX-5.1

EXHIBIT 5.1

[LETTERHEAD OF A&L GOODBODY SOLICITORS, DUBLIN, IRELAND]

MCS/JTG                                                                                                                                         0;                                                                         June 21, 2006

Elan Corporation, plc

Lincoln House

Lincoln Place

Dublin 2

Elan Corporation, plc (“Elan”)

Dear Sirs,

We are acting as Irish counsel for Elan, a public limited company incorporated under the laws of Ireland, in connection with the proposed registration by Elan of an additional 1,500,000 ordinary shares, par value 5 Euro cents, issuable under the Elan Corporation, plc Employee Equity Purchase Plan (2006 Amendment) (the “Ordinary Shares”), pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) filed by Elan under the Securities Act of 1933, as amended.

In connection with this Opinion, we have reviewed copies of such corporate records of Elan as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have examined, and have assumed the truth and accuracy of the contents of, such documents and certificates of officers of Elan and of public officials as to factual matters and have conducted such searches in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. We have further assumed that none of the resolutions and authorities of the shareholders or Directors of Elan upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Ordinary Shares will be issued in accordance with such resolutions and authorities. We further assume that Elan will comply with all covenants given and representations and warranties made in connection with the Employee Equity Purchase Plan (2006 Amendment), including, without limitation, any covenant to maintain sufficient authorised share capital in respect of the Ordinary Shares issuable upon the exercise of any rights under these plans.

Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within additional qualifications and assumptions, we are of the opinion that:

1.   Elan has been duly incorporated and is an existing public limited company under the laws of Ireland.

2.   The Ordinary Shares have been duly authorised and when issued and paid for in accordance with the terms of the applicable Plan, will be validly issued, fully paid and not subject to calls for any additional payments.

3.   Under the laws of Ireland, where Elan is incorporated and has its principal place of business, no personal liability attaches to the holders of the Ordinary Shares solely by reason of their being holders thereof.

The additional assumptions and qualifications to which this Opinion is subject are as follows:

In rendering this Opinion, we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. Additionally, we express no opinion on compliance by Elan with the requirements of the Irish Stock Exchange Limited which are not of a legal nature.

We hereby consent to the filing of this Opinion with the United States Securities and Exchange Commission as an exhibit to the Registration Statement.

This Opinion is being delivered to you and may not be relied upon or distributed to any other person without our prior written consent.

The Opinion is governed by and construed in accordance with the laws of Ireland.

Yours faithfully,

/s/ A&L Goodbody

-2-

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Elan Corporation, plc

Dear Sirs:

We consent to incorporation by reference in the Registration Statement on Form S-8 of Elan Corporation, plc (filed with the Securities and Exchange Commission on June 21, 2006) of our report dated March 28, 2006, with respect to the consolidated balance sheets of Elan Corporation, plc and subsidiaries as of December 31, 2005 and 2004 and the related consolidated statements of operations, shareholders’ equity and other comprehensive income/(loss) and cash flows, for each of the years in the three year period ended December 31, 2005, and related financial statement schedule, which report appears in the Annual Report on Form 20-F of Elan Corporation, plc for the fiscal year ended December 31, 2005.

/s/ KPMG

KPMG

Chartered Accountants

Dublin, Ireland

June 21, 2006