Disposal

RNS Number:2391W
Eircom PLC
21 December 2000

PART 2


                                APPENDIX IV

                                 Definitions
'Demerger'    The proposed transfer of the business of Eircell by eircom to
              Eircell 2000 and the distribution of Eircell 2000 shares to
              eircom shareholders, for which approval will be sought at the EGM
'EGM'         The Extraordinary General Meeting of eircom to approve the
              Demerger, expected to be held in March 2001
'Eircell' or  eircom's mobile communications business, the subject of the
'the Eircell  Demerger to Eircell 2000
business'
'Eircell      Eircell 2000 plc, the company to which the Eircell business will
2000'         be transferred as a result of approval of the Demerger at the EGM
              and for which the Vodafone Offer will be made
'eircom' or ' eircom plc
the Company'
'Euro' or '   The single unit of currency provided for in the Treaty on
EUR'          European Union which was signed at Maastricht on 7 February 1992
              and which came into force on 1 November 1993
'Form of      The form which Eircell 2000 shareholders can use to accept the
Acceptance'   Vodafone Offer
'Framework    The Framework Agreement dated 21 December 2000 between eircom and
Agreement'    Vodafone in relation to the implementation of the Demerger and
              the Offer.
'Goodbody     Goodbody Stockbrokers, the stockbroking arm of the AIB Group
Stockbrokers'
'Merrill      Merrill Lynch International
Lynch'
'Offer' or '  The recommended offer to be made by UBS Warburg on behalf of
Vodafone      Vodafone to acquire the shares in Eircell 2000 not already owned
Offer'        or agreed to be acquired by Vodafone including, where the context
              admits, any subsequent revision, variation, extension or renewal
              thereof
'Offer        The document to be addressed to Eircell 2000 shareholders in
Document'     connection with the Offer for Eircell 2000 by UBS Warburg to be
              made on behalf of Vodafone
'STG#'        Pounds sterling, the official currency of the United Kingdom
'Transaction' The Demerger and the completion of the Vodafone Offer for Eircell
              2000
'UBS Warburg' UBS Warburg Limited, a subsidiary of UBS AG
'Vodafone'    Vodafone Group Plc




An exchange rate of GBP1:EUR1.6422 has been used throughout this document.