EXHIBIT 4.33


 


Deed of access, indemnity and insurance – Mr
Paul J Rizzo


 





















 


Deed of Access, Indemnity and Insurance


 


Date:


 


	
  Parties:

  	
  NATIONAL AUSTRALIA BANK LIMITED (ACN 004 044 937) having its
  registered office at Level 24, 500 Bourke Street, Melbourne, Victoria,
  Australia (“Company”)

  



 


PAUL JOHN RIZZO                                                          of
21 CAMPBELL ROAD, BALWYN                                                  in
the State of VICTORIA                     (“Director”)


 


Recitals:


 


A.            The Director has been appointed as a director of the
Company.


 


B.             It is a condition of the Director agreeing to continue
to act as a director of the Company that the Company allow the Director access
to Board Paper Records, indemnify the Director and maintain insurance on the
terms of this Deed.


 


Operative
provisions:


 


1              Definitions


 


1.1           In this Deed:


 


Board
Papers
means:


 


(a)            all communications in writing
or Documents provided from or on behalf of the Company or its related body
corporates to the Director during the Director’s Term including, without
limitation, board papers, submissions, minutes, letters, memoranda, board
committee or sub-committee papers whether for the purposes of board meetings,
meetings of committees or otherwise; and


 


(b)            all other Documents made
available to the Director or referred to in any of the abovementioned
Documents,


 


whether
or not legal professional privilege applies to such documents.


 


Board
Paper Premises has the meaning given to that term in clause 2.1.


 


Board
Paper Records means the Board Papers stored in paper form or such other form as will
permit ready access to, and reproduction of, such Board Papers by the Director.


 


Claim
means:


 


(a)            any writ, summons, cross-claim, counterclaim,
application or other originating legal or arbitral process against the


 





















 


Director
as a director of the Company or a related body corporate of the Company;


 


(b)            any hearing, complaint,
enquiry, investigation or proceeding however commenced or originating against
the Director as a director of the Company or a related body corporate of the
Company; or


 


(c)            any written or oral demand or
threat that might result in the Director reasonably believing that any such
writ, summons, cross-claim, counterclaim, application, other originating legal
or arbitral process, hearing, complaint, enquiry, investigation or proceeding
referred to in (a) or (b) above may be initiated.


 


Director’s
Term
means the period commencing on the earlier of the first day the Director
consents to act as a director of the Company and the first day the Director
begins to act as a Director of the Company and ends on the later of the day on
which the Director retires or resigns as a director of the Company and the day
on which the Director ceases to act as a director of the Company.


 


Document means any information in any
form (whether visible or not) of storage from which the information can be
reproduced and any form in which information is embodied or encoded and
includes:


 


(a)            anything on which there is
writing;


 


(b)            a map, plan, drawing or
photograph; or


 


(c)            any material used in a presentation to
Directors.


 


Insurance
Policy
means an insurance policy or policies insuring against the following
liabilities incurred by the Director in the Director’s capacity as an officer
of the Company or a related body corporate of the Company:


 


(a)            a liability for costs and
expenses incurred by the Director in defending proceedings, whether civil or
criminal and whatever their outcome; and


 


(b)            a liability incurred by the
person as a director unless liability arises out of conduct involving:


 


(i)             a wilful breach of duty in
relation to the Company or related body corporate; or


 


(ii)            without limiting (i), a
contravention of section 182 or 183 of the Corporations Law,


 


or, with the prior written consent of the Director, such other
liability as may be permitted under the Company’s Constitution from time to
time.


 


Period means the period commencing
on the earlier of the first day the Director consents to act as a director of
the Company and the


 





















 


first day the Director begins to act as a Director of the Company and
ends on the day seven years from the later of the day on which the Director
retires or resigns as a director of the Company and the day on which the
Director ceases to act as a director of the Company.


 


related
body corporate has the meaning given to it by section 50 of the Corporations Law.


 


1.2           In this Deed unless the
contrary intention appears:


 


(a)            a reference to this Deed or
another instrument includes any variation or replacement of either of them;


 


(b)            a reference to a statute,
ordinance, code or other law includes regulations and other instruments under
it and consolidations, amendments, re-enactments or replacements of any of
them;


 


(c)            the singular includes the
plural and vice versa;


 


(d)            the word person includes a
natural person, firm, a body corporate, an unincorporated association, trust,
joint venture, partnership or an authority;


 


(e)            a reference to a person
includes a reference to the person’s personal representatives, executors, administrators
and successors; and


 


(f)             a reference to a liability
incurred “as a director of the Company” includes a reference to a liability
incurred by a person who has ceased to be a director of the Company to the
extent the liability relates to an act or omission occurring while that person
was a director.


 


1.3           This Deed enures for the
benefit of the Director’s personal representatives, executors and
administrators.


 


2              Access to Board Papers


 


The Company’s Undertaking


 


2.1           The Company undertakes to ensure
that throughout the Period it will:


 


(a)            hold a complete set of Board
Paper Records in an orderly fashion on behalf of the Director securely and
safely at a suitable secure premises (“Board Paper Premises”);


 


(b)            promptly notify the Director
in writing upon request of the address of the Board Paper Premises; and


 


(c)            allow the Director and the
Director’s representatives full and free access (at no cost to the Director) to
the Board Paper Records and the Board Paper Premises at all reasonable times
during the Period, including providing the information, assistance and
facilities (including photocopying facilities) that the Director reasonably
requires in order to examine


 





















 


and, subject
to clause 2.2, make and take away copies of the Board Paper Records or any part
of them.


 


Director’s Undertaking


 


2.2           The Director undertakes:


 


(a)            to observe the same duties of
confidentiality to the Company and any related body corporate of the Company in
relation to the Board Papers as if the Director remained a Director of the
Company except that the Director may disclose:


 


(i)             Board Papers to the Director’s
representatives on a confidential basis and for proper purposes and provided
that such representatives agree in writing with the Company to observe the
undertakings under this clause 2.2, as if they were a Director; and


 


(ii)            those parts of the Board
Papers where disclosure is required as part of court proceedings brought
against the Director by any person (including the Company or a related body
corporate of the Company) to third parties connected with such proceedings or
as otherwise required by law; and


 


(b)            in respect of any Board Papers
to which legal professional privilege applies in favour of the Company or a
related body corporate of the Company ensure that unless with the consent of
the Company (such consent not to be unreasonably withheld), he or she does not
waive the privilege or knowingly do any act or thing which act or thing could
cause that privilege to be waived, extinguished or lost.


 


Extension of provisions if legal proceedings commence


 


2.3           If a Claim is made against a
Director during the Period, all of the rights and obligations created by this
clause 2 will continue to operate until final resolution of that claim
including any appeal proceedings.


 


3              Indemnity for liability as Director


 


Indemnity


 


3.1           The Company indemnifies the
Director, to the relevant extent, against a liability (including a liability
for costs or expenses) incurred by the Director as a director to another
person, other than:


 


(a)            liability to the Company or a
related body corporate of the Company; or


 


(b)            liability arising out of
conduct involving a lack of good faith,


 


or, with the
prior written consent of the Director, such other liability as may be permitted
under the Company’s Constitution from time to time.


 





















 


3.2           The indemnity in clause 3.1
does not apply to a liability incurred before 15 April 1994.


 


3.3           It is not necessary for the
Director to incur expense or make payment before enforcing the Director’s right
of indemnity under this clause.


 


Costs and expenses


 


3.4           Without limiting clause 3.1,
to the relevant extent, the Company indemnifies the Director against a
liability for costs or expenses incurred:


 


(a)            in defending any proceedings
relating to the Director’s position with the Company or a related body
corporate of the Company, whether civil or criminal, in which judgment is given
in the Director’s favour or in which the Director is acquitted; or


 


(b)            in connection with any
application, in relation to such proceedings, in which relief is granted to
that Director under the Corporations Law
by the court.


 


Payment


 


3.5           Subject to clause 3.9, if the
Director becomes liable to pay any amount in respect of which the Director is
indemnified, the Company must indemnify the Director by paying the Director
within 30 days from the date the Director provides satisfactory evidence to the
Company that the Director is liable to pay that amount.


 


Nature of indemnities


 


3.6           Subject to the other
provisions of this Deed, the indemnities provided by clauses 3.1 and 3.4:


 


(a)            have effect in respect of acts
or omissions prior to the date of this Deed and in respect of liabilities which
have been incurred prior to the date of this Deed;


 


(b)            are irrevocable;


 


(c)            continue irrespective of one
or more previous applications of the clause; and


 


(d)            continue in full force and
effect without limit in point of time in relation to any act, omission, matter
or event occurring or arising while the Director is a director of the Company,
or a related body corporate of the Company, and notwithstanding that the
Director has ceased to be a director of the Company, or a related body
corporate of the Company, before any claim is made under this Deed.


 


Undertakings


 


3.7           The Director undertakes to
advise the Company in writing immediately the Director becomes aware of any
circumstances which could be reasonably expected to give rise to a claim under
this Deed.


 





















 


3.8           The Director further
undertakes:


 


(a)            at the direction of the
Company, to take such action as the Company may reasonably require to avoid,
dispute, defend or appeal any proceeding connected with a possible claim under
this Deed;


 


(b)            to assist the Company, any
related body corporate of the Company and their insurers to the best of the
Director’s abilities in any action the Company, any related body corporate of
the Company or their insurers, takes to avoid, dispute, defend or appeal any
proceeding connected with a possible claim under this Deed;


 


(c)            not to admit any liability for
or settle any proceeding which may give rise to a claim under this Deed without
the prior consent of the Company, which consent must not be unreasonably
withheld;


 


(d)            upon request by the Company,
to render all reasonable assistance and co-operation to the Company, and any
related body corporate of the Company or their insurers in the conduct of any
Claim, including, without limitation, providing the Company, its related body
corporates or its insurers with any Documents, authorities and directions that
the Company, its related body corporates or its insurers may reasonably require
for the prosecution or advancement of any cross-claim or counterclaim;


 


(e)            upon request by the Company or
its insurers, to do everything necessary or desirable which the Company
reasonably requests to enable the Company or its insurers (so far as it is
possible) to be subrogated to and enjoy the benefits of the Director’s rights
in relation to any cross-claims or any claims against any third party
(including an insurer) and render such assistance as may be reasonably
requested by the Company or its insurers for that purpose;


 


(f)             to notify any Claim to an
insurer or any other person who may be liable to indemnify the Director in
respect of that Claim and promptly take all reasonable steps to enforce all the
Director’s rights against the insurer or other person;


 


(g)            to refund to the Company all
amounts incurred by the Company under this Deed in respect of a claim under
this Deed if it is established that the Director is not entitled to be
indemnified under clause 3.1 in respect of that claim, such refund to be made
within 30 days of the Company providing to the Director details of such
amounts; and


 


(h)            if the Company has pursuant to
this Deed paid an amount for costs and expenses incurred by a Director and
judgment is not subsequently given in favour of the Director, the Director is
not subsequently acquitted or the Court does not grant relief to the Director
under the Corporations Law, pay the Company an amount equal to the amount so
paid by the Company, the payment to be made within 30 days of the Company
providing to the


 





















 


Director
details of the amount and payment of it by the Company.


 


Without limiting paragraph (g), paragraph (h) does not
apply to a payment made by the Company pursuant to clause 3.1.


 


3.9           The indemnity under this Deed
given to a Director is in addition to any other indemnity given by the Company
to the Director whether by agreement, under the Constitution, by statute or
otherwise, but nothing in this Deed requires the Company to pay more than once
in respect of any claim.


 


3.10         If a Director receives payment
in respect of any liability, cost or expense from any insurer of the Director
or from a person (other than the Company) legally obliged to make that payment,
the Company is not required to indemnify the Director under this Deed in
respect of that liability, cost or expense to the extent of that payment.


 


3.11         The Company is entitled to do
one or more of the following:


 


(a)            assume the conduct,
negotiation or defence of a Claim;


 


(b)            institute a cross-claim or a
counterclaim; and


 


(c)            retain lawyers in relation to
a Claim to act on behalf of both the Director and the Company,


 


and
when it does so the conduct of the claim will be under the management and
control of the Company or its insurers.


 


3.12         In this clause, “to the
relevant extent” means to the extent and for the amount that the Director:


 


(a)  is not otherwise entitled to be
indemnified;  and


 


(b)  has not actually been so indemnified.


 


4              Maintenance of insurance coverage


 


4.1           Without limiting the indemnity
in clause 3, the Company undertakes to ensure that throughout the Period it:


 


(a)            takes out and maintains an
Insurance Policy in an amount and on terms and conditions (including but not
limited to insuring clauses, exclusions and amounts) as are appropriate for a
reasonably prudent company in the Company’s circumstances;


 


(b)            pays the premium for the
Insurance Policy within the credit terms of the demand for payment and, on
request from the Director, produces receipts for the payment;


 


(c)            does not do or permit to be
done anything which prejudices, and immediately rectifies anything which might
prejudice, the Insurance Policy;


 





















 


(d)            on request from
the Director, provides the Director with a copy of the Insurance Policy and any
certificates of insurance connected with it;


 


(e)            notifies the Director
immediately if, for any reason, the Insurance Policy is cancelled (such
notification shall not be taken to limit any other obligations of the Company
under this Deed).


 


4.2           Upon request by the Company, a
Director must take such steps as the Company may reasonably require to enable
it to take out and maintain the Insurance Policy.


 


5              Severability


 


5.1           If any provision of this Deed
is invalid or unenforceable, the invalidity or unenforceability of that
provision does not affect the validity, enforceability, operation, construction
or interpretation of any other provision of this Deed, with the intent that the
invalid or unenforceable provision shall be treated for all purposes as severable
from this Deed.


 


5.2           Clause 5.1 shall not be
construed as permitting anything which would be contrary to public policy.


 


6              Governing law and jurisdiction


 


6.1           This Deed is governed by the
law in force in Victoria.


 


6.2           Each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of
Victoria and courts of appeal from them.


 


 


EXECUTED as a deed


 


	
  SIGNED, SEALED AND DELIVERED  . 

  	
   

  	
   

  
	
  by

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Original signed] 

  	
   

  	
  [Original signed]

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FRANCES RIZZO.

  	
   

  	
   

  
	
  Name of witness (block letters)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  21 CAMPBELL ROAD BALWYN

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HOUSEWIFE / MARRIED WOMAN

  	
   

  	
   

  
	
  Occupation of witness

  	
   

  	
   

  
				



 





















 


	
  THE COMMON SEAL of NATIONAL

  	
   

  	
   

  
	
  AUSTRALIA BANK LIMITED is affixed

  	
   

  	
   

  
	
  in accordance with its constitution in the

  	
   

  	
   

  
	
  presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Original signed]

  	
   

  	
  [Original signed]

  
	
   

  	
   

  	
   

  
	
  Signature of authorised person

  	
   

  	
  Signature of authorised person

  
	
   

  	
   

  	
   

  
	
  COMPANY SECRETARY

  	
   

  	
  DIRECTOR

  
	
  Office held

  	
   

  	
  Office held

  
	
   

  	
   

  	
   

  
	
  BRENDAN CASE

  	
   

  	
  JOHN STEWART

  
	
  Name of authorised person

  	
   

  	
  Name of authorised person (block letters)

  
	
  (block letters)