EXHIBIT 4.30


 


Deed of access, indemnity and insurance – Mr
John G Thorn


 





















 


Deed of Access, Indemnity and Insurance


 


Date:                                                                                                                                                        9
August 2004


 


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


 


JOHN
GORDON THORN of 64 Roseville Avenue, Roseville in the State of New South Wales (“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 John Gordon Thorn in
  the presence

  of:

  	
   

  	
  [SIGNED]

  
	
  [SIGNED]

  	
   

  	
   

  
	
  Signature of witness

  	
   

  	
  JOHN
  GORDON THORN

  	
   

  
	
   

  	
   

  	
   

  
	
  BETH THORN

  	
   

  	
   

  
	
  Name of witness (block letters)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  64 ROSEVILLE AVENUE, ROSEVILLE

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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)