LETTER FROM THE CEO OF RYANAIR

LETTER FROM THE CEO OF RYANAIR

Mr Colm Barrington
Chairman
Aer Lingus Group plc
Head Office
Dublin Airport
                                                       5 January 2009

               ¤2.8m "Failure Fee" for Aer Lingus CEO
Dear Chairman,
      According to  the Aer  Lingus Defence Document  (page 37),  Aer
Lingus has (recently)  amended the  employment contract  of its  CEO,
Dermot Mannion, by agreeing to allow him to claim a "failure fee"  of
up to ¤2.8 million should he  decide to resign following a change  of
control in Aer Lingus, even if  the group's new owners are happy  for
him to continue in office (as Ryanair is). This amendment was  agreed
without Aer  Lingus  shareholder approval  or  the clearance  of  the
Takeover Panel and so  appears to be in  breach of both the  Takeover
Rules and Irish company law.

      We believe  all Aer Lingus  shareholders would appreciate,  and
are entitled to, answers to the following questions:

1.      The copy of this agreement made available by Aer Lingus  (for
inspection  by  all  shareholders  at  the  offices  of  Arthur  Cox,
Earlsfort Centre, Dublin 2) is unsigned and undated. Why?

2.      Please confirm when  this agreement was  approved by the  Aer
Lingus Board and  executed by Mr  Mannion. If it  was only  concluded
following the Ryanair Offer (of 1  December, last), do you intend  to
seek the approval of the  Takeover Panel and Aer Lingus  shareholders
for this agreement?

3.      If Aer Lingus has an independent future as both yourself  and
Mr Mannion have  claimed ("an  independent strong Aer  Lingus is  the
right way to go"),  why does the Board  believe it is appropriate  to
allow Mr Mannion to receive a "failure fee" of up to ¤2.8 million  if
Aer Lingus  does not  remain independent  and he  chooses to  resign?
Isn't this agreement  just a  reward for  failure which  demonstrates
that Mr Mannion does not believe  that Aer Lingus has an  independent
future?

4.      Please confirm to all Aer Lingus shareholders the details  of
any  other  unlawful  payments,  "sweetheart"  deals  and/or  "golden
parachute" arrangements entered  into by  Aer Lingus  with its  Board
members and management.

Yours sincerely,

Michael O'Leary
Chief Executive


The following statements and information are included in this letter
in accordance with the requirements of the Irish Takeover Rules.

The directors of Ryanair and Coinside (a wholly owned subsidiary of
Ryanair and the company making the Offer) accept responsibility for
the information contained in this letter, save that the only
responsibility accepted by the directors of Ryanair and Coinside in
respect of the information contained herein relating to Aer Lingus
and the Aer Lingus Group, which has been compiled from published
sources, has been to ensure that such information has been correctly
and fairly reproduced or presented (and no steps have been taken by
the directors of Ryanair or Coinside to verify such information). To
the best of the knowledge and belief of the directors of Ryanair and
Coinside (having taken all reasonable care to ensure that such is the
case), the information contained herein for which the directors of
Ryanair and Coinside accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

Reference to Mr Mannion's termination compensation payment is
calculated by reference to (i) 2008 basic salary of ¤440,000; plus
(ii) 150% (of basic salary) annual performance related bonus
totalling ¤660,000; plus (iii) pension contribution totalling
¤312,000 for 2007; plus (iv) car bonus of ¤32,500; all sourced from
Aer Lingus' defence document dated 22 December 2008 (pages 36 and
37).

Mr Mannion's statement that "an independent strong Aer Lingus is the
right way to go" was made during a radio interview with Cathal
MacCoille for the Morning Ireland Show on 9 December 2008.

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