Prospectus excerpt:  We are offering 4,000,000 5.625% Perpetual Preferred Income Equity Replacement Securities, with a liquidation preference of $50 per security, which we refer to in this prospectus supplement as the ÊÊPerpetual PIERS." Dividends on our Perpetual PIERS will be payable on a non-cumulative basis only when, as and if declared by our board of directors, at the annual rate of 5.625% of the $50 liquidation preference of each Perpetual PIERS, payable quarterly in cash, or if we elect, ordinary shares or a combination of cash and ordinary shares, on January 1, April 1, July 1 and October 1 of each year, commencing on April 1, 2006. We may not redeem our Perpetual PIERS at our option.

Each Perpetual PIERS is convertible, at the holder's option at any time, initially based on a conversion rate of 1.7077 ordinary shares per $50 liquidation preference of Perpetual PIERS (equivalent to an initial conversion price of approximately $29.28 per ordinary share), subject to specified adjustments. Upon a voluntary conversion, we will deliver, per Perpetual PIERS, one perpetual preference share ($50 liquidation preference) and a number of ordinary shares, if any, equal to the sum of the daily settlement amounts (as defined in this prospectus supplement) for each day of the 20 settlement period trading days during the applicable stock settlement averaging period. The conversion rate will be increased as described herein upon the occurrence of a fundamental change (as defined in this prospectus supplement). In the event of certain types of fundamental changes, we may elect to adjust the conversion rate and the related conversion obligation so that our Perpetual PIERS become convertible into shares of the acquiring or surviving company.

At any time on or after January 1, 2009, if the closing sale price of our ordinary share equals or exceeds 130% of the then prevailing conversion price for 20 trading days during any consecutive 30 trading day period or if there are fewer than 500,000 Perpetual PIERS outstanding, we may, at our option, cause the Perpetual PIERS, in whole but not in part, to be automatically converted. Upon a mandatory conversion, we will deliver, per Perpetual PIERS, $50 in cash (in lieu of one perpetual preference share) and ordinary shares, if any.