EXHIBIT
4.37


 


Deed of access, indemnity and
insurance – Mr G Malcolm Williamson


 





















 


Deed of Access,
Indemnity and Insurance


 


Date:                                                                                                                                                        30
November 2004


 


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


 


GEORGE
MALCOLM WILLIAMSON of 3 Cumberland Place, London   NW1 4NA (“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 George Malcolm
  Williamson in the

  	
   

  	
   

  
	
  presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [SIGNED]

  	
   

  	
  [SIGNED]

  	
   

  
	
  Signature of witness

  	
   

  	
  GEORGE MALCOLM WILLIAMSON

  	
   

  
	
   

  	
   

  	
   

  
	
  SUSAN ANNE BURRY

  	
   

  	
   

  
	
  Name of witness (block letters)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3 CUMBERLAND PLACE, LONDON

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE ASSISTANT

  	
   

  	
   

  
	
  Occupation of witness

  	
   

  	
   

  



 





















 


	
  THE COMMON SEAL of
  NATIONAL

  	
   

  	
   

  	
   

  
	
  AUSTRALIA BANK LIMITED
  is affixed

  	
   

  	
   

  	
   

  
	
  in accordance with its constitution in the

  	
   

  	
   

  	
   

  
	
  presence of:

  	
   

  	
  [SIGNED]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [SIGNED]

  	
   

  	
  Signature of authorised person

  	
   

  
	
  Signature of authorised person

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COMPANY SECRETARY

  	
   

  	
  DIRECTOR

  	
   

  
	
  Office held

  	
   

  	
  Office held

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GARRY NOLAN

  	
   

  	
  GRAHAM KRAEHE

  	
   

  
	
  Name of authorised person

  	
   

  	
  Name of authorised person
  (block letters)

  	
   

  
	
  (block letters)