Exhibit 4.1


 


National
Australia Bank Staff Share Ownership Plan


 


TRUST DEED


 


Date:


 


Parties:                                                                                                                                         NATIONAL AUSTRALIA BANK
LIMITED (ABN 12 004 044 937) of Level 24, 500 Bourke Street, Melbourne, Victoria


AND


NATIONAL
AUSTRALIA TRUSTEES LIMITED (ABN 80 007 350 405)
of Level 7, 271 Collins Street, Melbourne, Victoria (“Trustee”)


 


Recitals:


 


A.                                    The Bank wishes to
establish a trust to be known as the National Australia Bank Staff Share
Ownership Plan Trust to assist in the retention and motivation of employees of
the Group.


 


B.                                      The Trustee has
agreed to act as the first trustee of the Trust and has agreed to hold shares
for Participants on the terms and conditions set out in this Deed.


 


Operative
provisions:


 


1                                         Definitions and interpretation


 


1.1                                  The following words and phrases have these
meanings in this Deed unless the contrary intention appears:


 


Acceptance
Date
means the last date for receipt of applications as determined by the Board from
time to time.


 


Account
of a
Participant means an account referred to in clause 17.


 


Accretion means any accretion,
dividend, distribution, entitlement, benefit or right of whatever kind whether
cash or otherwise which is issued, declared, paid, made, arises or accrues
directly or indirectly to or in respect of a Share including, without
limitation any such entitlement relating to a subdivision, consolidation or
other reconstruction, any rights issue, bonus issue, Entitlements Offer, or
distribution from any reserve of the Bank and any reduction of capital.


 


Application
Form
means an application to participate in the NED Share Plan in the form
determined by the Trustee from time to time.


 


ASIC means the Australian
Securities and Investments Commission.


 


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ASX
means
Australian Stock Exchange Limited.


 


Auditor means any person registered
as an auditor under the Corporations Act.


 


Bank
means
National Australia Bank Limited.


 


Benefit
Share means:


 


(a)                                    a Share acquired with funds
provided by the Bank or capital of the Trust or otherwise provided by the Bank
and allocated to a Participating Director in accordance with clause 9.9;


 


(b)                                   a Share allocated to a
Non-Executive Director by virtue of clause 9.5(d); and


 


(c)                                    a Bonus Share deemed to be a
Benefit Share by virtue of clause 6.7(f).


 


Benefit
Share Plan means the terms of this Deed as they apply to Retirement Shares.


 


Benefit
Share Restriction Period means, in respect of a Benefit Share, the period
commencing at the date of allocation of a Benefit Share to a Participating
Director and ending on the earliest of:


 


(a)                                    the date that the
Participating Director is no longer a Relevant Director; and


 


(b)                                   the date the Trustee notifies
the Participating Director that an Event has occurred.


 


Board means all or some of the
Directors acting as a board or a committee of the Directors.


 


Bonus
Shares
means the shares in respect of the Shares held by the Trustee on behalf of a
Participant issued as part of a bonus issue to shareholders of the Bank.


 


Cash
Dividend
means a dividend declared or paid with respect to Shares which is payable
wholly in cash or, in the case of a dividend declared or paid with respect to
Shares which is payable only partly in cash, that part of the dividend which is
payable in cash.


 


Deed
means
this deed.


 


Director means a director of the Bank
or any company in the Group.


 


Dividend
Share means:


 


(a)                                    a share acquired using Cash
Dividends paid on Equity Shares or Benefit Shares and allocated to a
Participating Employee or Participating Director in accordance with
clause 10.8; and


 


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(b)                                   a Bonus Share deemed to be a
Dividend Share by virtue of clause 6.7(g).


 


Dividend
Share Plan means the terms of this Deed as they apply to Dividend Shares.


 


Dividend
Share Restriction Period means, in respect of a Dividend Share, the period
commencing at the date of allocation of a Dividend Share to a Participating
Employee or Participating Director and ending on:


 


(a)                                    the date that is the end of
the Equity Share Restriction Period that applies to the Equity Shares pursuant
to which a Cash Dividend was applied in acquiring the Dividend Share; or


 


(b)                                   the date that is the end of
the Benefit Share Restriction Period that applies to the Benefit Shares
pursuant to which a Cash Dividend was applied in acquiring the Dividend Share,


 


as
applicable.


 


Employee means a permanent full time
or part time employee of a body corporate which is in the Group (including a
director of a body corporate in the Group who holds on a permanent full time or
part time basis salaried employment in a body corporate which is in the Group).


 


Entitlements
Offer
means an offer to subscribe for or otherwise acquire issued or unissued
securities, whether of the Bank or any other body.


 


Equity
Share means:


 


(a)                                    a Share acquired with funds
provided by the Bank or capital of the Trust or otherwise provided by the Bank
and allocated to a Participating Employee in accordance with clause 8.9;


 


(b)                                   a Share allocated to a
Participating Employee by virtue of clause 8.5(d); and


 


(c)                                    a Bonus Share deemed to be an
Equity Share by virtue of clause 6.7(e).


 


Equity
Share Plan means the terms of this Deed as they apply to Equity Shares.


 


Equity
Share Restriction Period means, in respect of a Equity Share, the period
commencing at the date of allocation of a Equity Share to a Participating
Employee and ending on the earliest of:


 


(a)                                    a date determined by the Board
prior to the time of grant of the Equity Share;


 


(b)                                   the date that the
Participating Employee is no longer employed by a company in the Group; and


 


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(c)                                    the date the Board notifies
the Participating Employee that an Event has occurred.


 


Event means:


 


(a)                                    a takeover bid is made to the
holders of issued ordinary fully paid shares in the Bank (other than as a result
of an issue or transfer approved by the Trustee);


 


(b)                                   a statement is lodged with the
ASX to the effect that a person has become entitled to not less than 15% of all
issued fully paid shares in the Bank (other than as a result of an issue or
transfer approved by the Trustee);


 


(c)                                    pursuant to an application
made to the court, the court orders a meeting to be held in relation to a
proposed compromise or arrangement for the purpose of or in connection with a
scheme for the reconstruction of the Bank or its amalgamation with any other
companies;


 


(d)                                   the Bank passes a resolution
for voluntary winding up; or


 


(e)                                    an order is made for the
compulsory winding up of the Bank.


 


Group means the Bank and each body
corporate that is a subsidiary of the Bank under Division 6 of Part 1.2 of the
Corporations Act.


 


Listing Rules means the Listing Rules of ASX.


 


Loan means a loan made by the Bank under the
Loan Scheme.


 


Loan Scheme means National Australia Bank Staff Share
Ownership Plan - Loan Scheme.


 


Loan Scheme Participant means a Participating
Employee to whom a Loan has been made by the Bank under the Loan Scheme.


 


Loan Scheme Rules means the rules of the Loan
Scheme as amended from time to time.


 


Loan
Share means:


 


(a)                                    a Share acquired with a Loan;
and


 


(b)                                   a Bonus Share deemed to be a
Loan Share by virtue of clause 6.7(b).


 


NED
Share means:


 


(a)                                    a Share acquired with funds
provided by the Bank or capital of the Trust or otherwise provided by the Bank
and allocated to a Participating Director in accordance with clause 7.9;


 


(b)                                   a Share allocated to a
Non-Executive Director by virtue of clause 7.5(d); and


 


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(c)                                    a Bonus Share deemed to be a
NED Share by virtue of clause 6.7(d).


 


NED Share Plan means the terms of this Deed as they apply
to NED Shares.


 


NED
Share Restriction Period means, in respect of a NED Share, the period
commencing at the date of allocation of a NED Share to a Participating Director
and ending on the earliest of:


 


(a)                                    the date determined by the
Trustee at the time of grant of the NED Share;


 


(b)                                   the date that the
Participating Director is no longer a director of or employed by a company in
the Group; and


 


(c)                                    the date the Trustee notifies
the Participating Director that an Event has occurred.


 


Net Income means in respect of a financial year of
the Trust, an amount which the Trustee determines to be the “net income” (as
defined in Section 95 of the Income Tax Assessment Act 1936) of the Trust for
the Year of Income.


 


Non-Executive
Director means
a Director who is not in an executive position.


 


Non-Loan
Share means:


 


(a)                                    a Share acquired with funds
provided by the Bank or capital of the Trust or otherwise provided by the Bank
and allocated to a Participating Employee in accordance with clause 5.7;


 


(b)                                   a Share allocated to a
Participating Employee by virtue of clause 5.3(e); and


 


(c)                                    a Bonus Share deemed to be a
Non-Loan Share by virtue of clause 6.7(c).


 


Participant means a Participating Employee or a
Participating Director, or both of these, as appropriate.


 


Participating
Director means:


 


(a)                                    a Non-Executive Director who:


 


(i)                                      is participating or who has
been invited and has applied to participate in the NED Share Plan in accordance
with clause 7.2;


 


(ii)                                   or has applied to participate,
or has accepted an offer to participate, in the Benefit Share Plan in
accordance with clause 9.2; or


 


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(b)                                   a Director who has applied to
participate, or has accepted an offer to participate, in the Dividend Share
Plan in accordance with clause 10.2,


 


as
applicable.


 


Participating Employee means an Employee who is
participating or who has been invited and has applied to participate, or has
accepted an offer to participate, in the Plan.


 


Participation Form means a form to accept or
apply for Equity Shares, Benefit Shares or Dividend Shares, as appropriate, in
the form determined from time to time by the Board.


 


Plan means the National Australia Bank Staff
Share Ownership Plan as established by this Deed, and includes the NED Share
Plan, the Equity Share Plan, the Benefit Share Plan and the Dividend Share
Plan.


 


Related Loan means in relation to a Loan Share, the Loan
which funded the acquisition of the Loan Share, or in the case of a Loan Share
which is a Bonus Share, the Loan Share in respect of which the Bonus Share was
issued or deemed to be issued.


 


Relevant Director means a Non-Executive Director
of the National or any company in the Group who has entered into a retirement
benefits agreement with the National or any company in the Group, as the case
may be, in a form acceptable to the National.


 


Retirement in relation to a Participating Employee
means retirement by the Participating Employee from employment of any body
corporate in the Group at age 55 or over.


 


Rights means any rights to acquire shares or
securities issued or to be issued by the Bank.


 


Shares
means:


 


(a)                                    the ordinary shares in the
capital of the Bank applied for or purchased by the Trustee in accordance with
clauses 5, 7, 8, 9 or 10;


 


(b)                                   the ordinary shares in the
capital of the Bank represented by American Depository Receipts purchased by
the Trustee in accordance with clauses 5, 7, 8, 9 or 10; or


 


(c)                                    Bonus Shares which are deemed
to be Shares by virtue of clause 6.7(a).


 


Tax means all kinds of taxes, (including a
goods and services tax) duties, imposts, deductions, charges and withholdings
imposed by a Government, together with interest and charges.


 


Total and Permanent Disability in relation to a Participating
Employee means that the Participating Employee has, in the opinion of


 


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the Board, after considering such medical and other
evidence as it sees fit, become incapacitated to such an extent as to render
the Participating Employee unlikely ever to engage in any occupation for which
he or she is reasonably qualified by education, training or experience.


 


Trust means the trust to be known as the
National Australia Bank Staff Share Ownership Plan Trust established by this
Deed.


 


Trustee means initially National Australia Trustees
Limited and thereafter means the trustee from time to time of the Trust.


 


Year of Income means a period of 12 months ending on 30
June in any year and includes the period commencing on the date of this Deed
and terminating on the next 30 June and the period ending on the date of
termination of the Trust and commencing on the preceding 1 July.


 


1.2                                  In this Deed, unless the contrary intention
appears:


 


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


 


(b)                                   a reference to a recital, this Deed or a
clause means the recital, this Deed or the clause as amended from time to time
in accordance with this Deed;


 


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


 


(d)                                   a reference to a person includes a
reference to the person’s executors, administrators and successors, a firm or a
body corporate.


 


1.3                                  Headings are inserted for convenience and
do not affect the interpretation of this Deed.


 


2                                         Establishment of Trust


 


2.1                                  National Australia Trustees Limited is
hereby appointed by the Bank and agrees to act as trustee of the Trust on the
terms of this Deed.


 


2.2                                  The Trust comes into operation on the date
of allotment to or purchase by the Trustee of the first Shares to be held by
the Trustee on the terms of this Deed for a Participating Employee.


 


3                                         Trustee


 


Nature, appointment and removal


 


3.1                                  The Trustee ceases to be the Trustee when:


 


(a)                                    either:


 


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(i)                                      the Trustee gives notice in writing to the
Bank that it wishes to retire as Trustee; or


 


(ii)                                   the Bank serves notice in writing on the
Trustee that it is removed as Trustee of the Trust; and


 


(b)                                   a new Trustee is appointed.


 


3.2                                  On the retirement or removal of the
Trustee, the Bank may appoint such new Trustee as it thinks fit.


 


Transfer
of assets


 


3.3                                  On a change of Trustee the retiring Trustee
must execute all transfers, deeds or other documents necessary to transfer
assets into the name of the new Trustee.


 


Powers of Trustee


 


3.4                                  Subject to this Deed, the Trustee has all
the powers in respect of the Trust that it is legally possible for a Trustee as
a body corporate to have and, for the avoidance of doubt, these powers are in
addition to all the powers invested in trustees by the Trustee Act 1958 and (to
the maximum extent permitted by law) are not subject to any restrictions on the
powers of trustees that may be imposed under the Trustee Act 1958.  For example the Trustee has the following
powers:


 


(a)                                    to enter into and execute all contracts,
deeds and documents and do all acts or things which it deems expedient for the
purpose of giving effect to and carrying out the trusts, powers and discretions
conferred on the Trustee by this Deed;


 


(b)                                   to subscribe for, purchase or otherwise
acquire and to sell or otherwise dispose of property, rights or privileges
which the Trustee is authorised to acquire or dispose of on terms and
conditions which it thinks fit;


 


(c)                                    to appoint and, at its discretion, remove
or suspend custodians, trustees, managers, servants and other agents, determine
the powers and duties to be delegated to them, pay such remuneration to them as
it thinks fit and any person so employed or engaged is deemed for the purpose
of the Deed to be employed or engaged by the Trustee;


 


(d)                                   to institute, conduct, defend, compound or
abandon any legal proceeding concerning the Trust and also to settle or
compromise and allow time for payment or satisfaction of any debts due and of
any claims or demands by or against the Trustee in respect of the Trust;


 


(e)                                    to refer any claim or demand by or against
the Trustee in respect of the Trust to arbitration and observe and perform
awards;


 


(f)                                      to make and give receipts, releases and
other discharges for money payable to the Trust;


 


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(g)                                   to open bank accounts and to retain on
current or deposit account at any bank any money which it considers proper and
to make regulations for the operation of those bank accounts including the
signing and endorsing of cheques;


 


(h)                                   to sell any Rights and apply the proceeds
of sale in accordance with this Deed;


 


(i)                                       to take and act upon the advice or opinion
of any legal practitioner (whether in relation to the interpretation of this
Deed, any other document or statute or as to the administration of the trusts
hereof) or any other professional person and whether obtained by the Trustee or
not, without being liable in respect of any act done by it in accordance with
such advice or opinion;


 


(j)                                       to determine who is entitled to sign on the
Trustee’s behalf receipts, acceptances, endorsements, releases, contracts and
documents; and


 


(k)                                    generally to do all acts and things which
the Trustee considers necessary or expedient for the administration,
maintenance and preservation of the Trust and in performance of its obligations
under this Deed.


 


Instructions by Participants


 


3.5                                  For the purposes of this Deed, the Trustee
is entitled to regard as valid an instruction, consent or other authorisation
given or purported to be given by a Participant whether in writing and signed
by or purporting to be signed by the Participant or in any other form approved
by the Board.


 


Remuneration of Trustee


 


3.6                                  The Trustee is not entitled to receive from
the Trust any fees, commission or other remuneration in respect of its office,
but the Bank may pay to the Trustee from the Bank’s own resources such fees as
the Bank and the Trustee agree from time to time.  The Trustee is entitled to retain for its own
benefit any such fee.


 


3.7                                  The Trustee may not use as security the
Shares held by the Trustee on behalf of a Participant except to secure the
repayment of a loan taken out by the Participant.


 


4                                         Maximum number of Shares issued under
the Plan


 


4.1                                  In the case of an offer with respect to
unissued Shares, the number of Shares the subject of the offer when aggregated
with:


 


(a)                                    the number of Shares in the same class
which would be issued were each outstanding offer with respect to Shares, units
of Shares and options to acquire unissued Shares or units of Shares, being an
offer made or option acquired pursuant to an employee share scheme of the Bank
extended only to employees or directors of the Bank and of associated bodies


 


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corporate of
the Bank, to be accepted or exercised (as the case may be); and


 


(b)                                   the number of Shares in the same class
issued during the previous five years pursuant to the Plan or any other
employee share scheme of the Bank extended only to employees or directors of
the issuer and of associated bodies corporate of the Bank,


 


but disregarding any offer made, or option acquired or
Share issued by way of or as a result of:


 


(c)                                    an offer to a person situated at the time
of receipt of the offer outside Australia; or


 


(d)                                   an offer that was an excluded offer or
invitation within the meaning of the Corporations Act as it stood prior to the
commencement of Schedule 1 to the Corporate Law Economic Reform Program Act
1999; or


 


(e)                                    an offer that did not need to disclosure to
investors because of section 708 of the Corporations Act,


 


must not exceed 5% of the total number of issued
shares in that class of the Bank as at the time of the offer.


 


5                                         Acquisition of shares (other than
NED Shares, Equity Shares, Benefit Shares and Dividend Shares)


 


Invitation to participate


 


5.1                                  The Board may subject to any approvals of
shareholders of the Bank required by law or the Listing Rules, at intervals
determined by the Board, invite any Employee to participate in the Plan.


 


Number and price of Shares offered


 


5.2                                  The Board must determine the number of
Shares offered to an Employee and the price per share.  Different numbers of Shares may be offered to
different Employees.


 


5.3                                  The Board may at the time the Employee is
invited to participate in the Plan either:


 


(a)                                    invite the Employee to apply for a Loan,
for the purpose of acquiring the Shares being offered;


 


(b)                                   offer to have the Bank provide funds for
the purpose of acquiring the Shares;


 


(c)                                    offer to have the Bank provide shares to
the Trustee without payment by the Trustee;


 


(d)                                   request the Trustee to apply some of the
capital of the Trust for the purpose of acquiring shares; or


 


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(e)                                    request the Trustee to apply some of the
capital of the Trust in allocating to an Employee under the Plan Shares held by
the Trustee (otherwise than on behalf of a Participant); or


 


(f)                                      a combination of any of (a), (b), (c), (d)
and (e).


 


Applications to participate


 


5.4                                  To participate in the Plan, a Participating
Employee must:


 


(a)                                    accept the offer in the manner or a manner
specified in the invitation made by the Board under clause 5.1; and


 


(b)                                   instruct the Trustee in writing to allocate
to the Participating Employee the whole of the nominated number of Shares and
this instruction must be forwarded to the Trustee on or prior to the Acceptance
Date.


 


5.5                                  The instructions to the Trustee must be in
such form as may be determined by the Board from time to time but must include
a confirmation that the Employee agrees to be bound by the terms of this Deed
and the constitution of the Bank and, if they are invited and elect to
participate in the Loan Scheme, the Loan Scheme Rules.


 


Trustee to acquire Shares


 


5.6                                  Subject to the Trustee receiving sufficient
payment (whether being the proceeds of a Loan provided to the Participating
Employee by the Bank under the Loan Scheme or payment from the Bank) or having
sufficient capital for the purposes of clause 5.3(d), by not later than 30 days
(or such other period as the Board determines) after the Acceptance Date the
Trustee must, at the election of the Bank:


 


(a)                                    purchase fully paid Shares on behalf of a
Participating Employee; or


 


(b)                                   subscribe for and the Bank must issue to
the Trustee fully paid Shares on behalf of a Participating Employee.


 


Where the Trustee receives an offer to subscribe for
Shares without payment by the Trustee, by not later than 30 days (or such other
period as the Board determines) after the Acceptance Date the Trustee must
subscribe for and the Bank must issue to the Trustee fully paid Shares on
behalf of a Participating Employee.


 


Allocation of Shares


 


5.7                                  The Trustee will allocate to a
Participating Employee whose offer to participate in the Plan is accepted fully
paid Shares held by the Trustee (otherwise than for a Participant) to be held
for the benefit of that Participating Employee.


 


Registration in name of
Trustee


 


5.8                                  The Shares must be registered in the name
of the Trustee on issue or purchase and on allocation by the Trustee be held on
the terms of this Deed by the Trustee on behalf of the Participating Employee
who is the beneficial owner of the Shares.


 


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Separate record of Loan Shares


 


5.9                                  The Trustee will maintain a record of which
Shares have been paid for out of the proceeds of a Loan and those Shares must
be maintained as a separate holding until the relevant Loan has been repaid.


 


American Depository Receipts


 


5.10                            The Trustee may, with the Board’s approval
hold shares on behalf of a Participating Employee in the capital of the Bank
represented by American Depository Receipts in the Bank.


 


Rights of Bank - Shares


 


5.11                            Nothing in this Deed confers or is intended
to confer on the Bank, any charge, lien or any other proprietary right or
proprietary interest in the Shares.  The
rights of the Bank under this Deed are purely contractual.


 


Application of this Clause


 


5.12                            This clause 5 only applies to Loan Shares
and Non-Loan Shares.


 


6                                         Rights attaching to Shares


 


Cash Dividends


 


6.1                                  Subject to the terms of this Deed, a
Participant is entitled to receive all Cash Dividends paid on the Shares.


 


6.2                                  The Board may make it a term of an
invitation to participate in the Plan that, in respect of a Loan Share, a
proportion of each Cash Dividend paid on that Share be applied in repayment of
the Loan.  The proportion specified as a
term of the invitation to participate in the Plan may vary, may be determined
from time to time by the Board and may be 100%.


 


6.3                                  The Trustee must, if so directed by a
Participant, apply a proportion of each Cash Dividend in repayment of the Loan
made to the Employee to acquire the Loan Share.


 


6.4                                  The Board may make it a term of an
invitation to participate in the Equity Share Plan or the Benefit Share Plan
that each Cash Dividend declared or paid with respect to an Equity Share or
Benefit Share be applied for the purpose of acquiring Dividend Shares.


 


Bonus shares


 


6.5                                  Subject to clause 6.6, a Participant is
entitled to any Bonus Shares which accrue to Shares held by the Trustee on
behalf of that Participant.


 


6.6                                  The Bonus Shares must be registered in the
name of the Trustee and held in trust by the Trustee on behalf of the
Participant, who is the beneficial owner of the Bonus Shares.


 


6.7                                  Upon issue to the Trustee:


 


(a)                                    Bonus Shares are deemed to be Shares for
the purposes of this Deed;


 


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(b)                                   Bonus Shares issued in respect of Loan
Shares are deemed to be Loan Shares for the purposes of this Deed;


 


(c)                                    Bonus Shares issued in respect of Non-Loan
Shares are deemed to be Non-Loan Shares for the purpose of this Deed;


 


(d)                                   Bonus Shares issued in respect of NED
Shares are deemed to be NED Shares for the purpose of this Deed;


 


(e)                                    Bonus Shares issued in respect of Equity
Shares are deemed to be Equity Shares for the purpose of this Deed;


 


(f)                                      Bonus Shares issued in respect of Benefit
Shares are deemed to be Benefit Shares for the purpose of this Deed; and


 


(g)                                   Bonus Shares issued in respect of Dividend
Shares are deemed to be Dividend Shares for the purposes of this Deed.


 


6.8                                  The Bonus Shares (other than Bonus Shares
which are deemed to be NED Shares or Benefit Shares) will be deemed to be
acquired on a date determined by the Board. Bonus Shares which are deemed to be
NED Shares or Benefit Shares will be deemed to be acquired on the date of
allocation of the NED Shares or Benefit Shares to which they relate.


 


Rights


 


6.9                                  The Trustee will send a notice to a
Participant of any Rights which accrue to Shares held by the Trustee on behalf
of that Participant.


 


6.10                            Within 7 days of receiving the notice
referred to in clause 6.9, the Participant may provide the Trustee with either:


 


(a)                                    written instructions in the form (if any)
prescribed by the Bank to sell some or all of the Rights to the extent
permitted by law; or


 


(b)                                  (i)                                          written instructions in the
form (if any) prescribed by the Bank to acquire, to the extent permitted by
law, some or all of the shares or securities in the Bank to which the Rights
relate; and


 


(ii)                                   payment of an amount equal to
the cost of accepting the Rights entitlement plus, if the Trustee so requires,
such additional amount as the Trustee estimates (and notifies to the
Participant) to be the cost of transferring the shares or securities to the
Participant.


 


6.11                            If the Participant does not give a notice
under clause 6.10, the Trustee is entitled to sell the Rights.


 


6.12                            Subject to clause 6.13, if the Trustee
sells the Rights in accordance with clause 6.10 or clause 6.11, the Trustee
must distribute the proceeds of the sale (after deduction of the costs of sale
incurred by the Trustee) to the Participant.


 


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6.13                            If the Shares to which the Rights accrued
were Loan Shares, the Participant irrevocably directs the Trustee to pay the
proceeds of the sale of Rights to the Bank and the Bank agrees to apply those
proceeds in reduction of the Loan for the Loan Shares.


 


6.14                            If the Trustee acquires, on behalf of the
Participant, a specified number of shares or securities pursuant to the Rights
in accordance with clause 6.10(b), the Trustee shall transfer those shares or
securities to the Participant.  The
Trustee may make it a condition of transfer that the Participant pay the cost
of transfer (including stamp duty).


 


Other accretions


 


6.15                           If an Accretion arises in respect of a
Share other than by way of:


 


(a)                                             Cash Dividend;


 


(b)                                             Bonus Shares; or


 


(c)                                              Rights,


 


the Trustee may in its absolute discretion
decide to transfer, or provide the benefit of, all or such part of the
Accretion as the Trustee determines to the Participant, unless to do so would
cause an exemption condition in section 139CE of the Income Tax
Assessment Act 1936 not to be satisfied.


 


Voting
rights


 


6.16                            A copy of the notice of all general
meetings of shareholders of the Bank received by the Trustee must be forwarded
to a Participant if the Participant stipulates, prior to receipt of the notice
of general meeting by the Trustee, in writing in the form (if any) prescribed
by the Bank that he or she wishes to receive a copy of all notices for the
calendar year in which the prescribed form is received by the Trustee.


 


6.17                            The Participant may give the Trustee a
written notice from the Participant to vote in respect of Shares held for the
Participant.


 


6.18                            The Trustee must exercise the voting rights
attaching to Shares in accordance with the prior written instructions of a
Participant given in accordance with clause 6.17 and received by the Trustee
not less than 72 hours prior to the relevant meeting.


 


6.19                            In default of the Trustee receiving prior
written instructions from a Participant given in accordance with clause 6.17,
the Trustee may exercise the voting rights attaching to the Shares of the
Participant as it thinks fit (including without limitation a power to abstain
from voting).


 


Absolutely
Entitled


 


6.20                            Each Share is held by the Trustee for the
Participant who is in accordance with the terms of this Deed absolutely
entitled to the Share as against the Trustee.


 


14





















 


7                                         Acquisition of NED Shares


 


Application of this Clause


 


7.1                                  This clause 7 only applies to NED Shares.


 


Invitation to participate


 


7.2                                  The Board may, subject to any approvals of
shareholders of the Bank required by law or the Listing Rules, at intervals
determined by the Board, invite any Non-Executive Directors to participate in
the NED Share Plan.


 


Number and
Price of Shares


 


7.3                                  The Board must determine the number of NED
Shares for which a Non-Executive Director is invited to apply.  Different numbers of Shares may be offered to
different Non-Executive Directors.


 


7.4                                  A Non-Executive Director is not liable to
make a payment upon acceptance of an offer made by the Non-Executive Director
under the NED Share Plan for NED Shares.


 


7.5                                  The Board may at the time a Non-Executive
Director is invited to participate in the Plan either:


 


(a)                                    offer to have the Bank provide funds for
the purpose of acquiring the Shares;


 


(b)                                   offer to have the Bank provide shares to
the Trustee without payment by the Trustee;


 


(c)                                    request the Trustee to apply some of the
capital of the Trust for the purpose of acquiring the NED Shares; or


 


(d)                                   request the Trustee to apply some of the
capital of the Trust in allocating to a Non-Executive Director under the NED Share
Plan Shares held by the Trustee (otherwise than on behalf of a Participant); or


 


(e)                                    a combination of any of (a), (b), (c) and (d).


 


Application to participate


 


7.6                                  To participate in the NED Share Plan, a
Non-Executive Director must send a copy of an Application Form which complies
with the terms of the invitation made by the Board under clause 7.2 to the
Trustee.


 


7.7                                  The Application Form must include:


 


(a)                                    a confirmation that the Non-Executive
Director agrees to be bound by the terms of this Deed and the constitution of
the Bank; and


 


(b)                                   an offer by the Participating Director to
participate in the NED Share Plan.


 


15





















 


Trustee to acquire Shares


 


7.8                                  Subject to the Trustee receiving sufficient
payment or having sufficient capital for the purposes of clause 7.5(c), the
Trustee may, at the election of the Bank:


 


(a)                                    purchase fully paid Shares to be held on
behalf of a Participating Director; or


 


(b)                                   subscribe for and the Bank must issue to
the Trustee fully paid Shares to be held on behalf of a Participating Director.


 


Where the Trustee receives an offer to subscribe for
Shares without payment by the Trustee, the Trustee must subscribe for and the
Bank must issue to the Trustee fully paid Shares on behalf of a Participating
Director.


 


Allocation
of Shares


 


7.9                                  The Trustee will allocate to a
Participating Director whose offer to participate in the NED Share Plan is
accepted fully paid Shares held by the Trustee (otherwise than on behalf of a
Participant) to be held for the benefit of that Participating Director.


 


Registration in name of Trustee


 


7.10                            The Shares must be registered in the name
of the Trustee on issue or purchase and on allocation by the Trustee be held on
the terms of this Deed by the Trustee on behalf of the Participating Director
who is the beneficial owner of the Shares.


 


American Depository Receipts


 


7.11                            The Trustee may, with the Board’s approval
hold Shares on behalf of a Participating Director in the capital of the Bank
represented by American Depository Receipts in the Bank.


 


Rights of
Bank - NED Shares


 


7.12                            Nothing in this Deed confers or is intended
to confer on the Bank, any charge, lien or any other proprietary right or
proprietary interest in the NED Shares. 
The rights of the Bank under this Deed are purely contractual.


 


8                                         Acquisition of Equity Shares


 


Application of this Clause


 


8.1                                  This clause 8 only applies to Equity
Shares.


 


Participation


 


8.2                                  The Board may, subject to any approvals of
shareholders of the Bank required by law or the Listing Rules, at intervals
determined by the Board, make participation in the Equity Share Plan available
to Employees.  Participation in the
Equity Share Plan may be made available to an Employee by either an invitation
or an offer to the Employee to participate.


 


16





















 


Number of Shares and payment


 


8.3                                  The Board must determine the number of
Equity Shares for which a Participating Employee is invited to apply or is
offered.  Different numbers of Shares may
be made available to different Participating Employees.


 


8.4                                  A Participating Employee is not liable to
make a payment upon the provision of Equity Shares.


 


8.5                                  The Board may either:


 


(a)                                    offer to have the Bank provide funds for
the purpose of acquiring the Equity Shares;


 


(b)                                   offer to have the Bank provide Equity
Shares to the Trustee without payment by the Trustee;


 


(c)                                    request the Trustee to apply some of the
capital of the Trust for the purpose of acquiring the Equity Shares; or


 


(d)                                   request the Trustee to apply some of the
capital of the Trust in allocating to a Participating Employee under the Equity
Share Plan Shares held by the Trustee (otherwise than on behalf of a
Participant); or


 


(e)                                    a combination of any of (a), (b), (c) and (d).


 


Method of
participation


 


8.6                                  To participate in the Equity Share Plan, a
Participating Employee must send a copy of a Participation Form to the Trustee
which complies with the terms of the invitation or offer made by the Board
under clause 8.2.


 


8.7                                  The Participation Form must include:


 


(a)                                    a confirmation that the Participating
Employee agrees to be bound by the terms of this Deed and the constitution of
the Bank; and


 


(b)                                   an offer by the Participating Employee to
participate in the Equity Share Plan or an acceptance of an offer to
participate in the Equity Share Plan, as appropriate.


 


The Bank may determine that an acceptance by an
Employee of an offer made to that employee to participate in the Equity Share
Plan, or an offer made by an Employee to participate in the Equity Share Plan,
will take effect from a particular time.


 


Trustee to acquire Shares


 


8.8                                  Subject to the Trustee receiving sufficient
payment or having sufficient capital for the purposes of clause 8.5(c), the
Trustee may, at the election of the Bank:


 


(a)                                    purchase fully paid Shares to be held on
behalf of a Participating Employee; or


 


17





















 


(b)                                   subscribe for and the Bank must issue to
the Trustee fully paid Shares to be held on behalf of a Participating Employee.


 


Where the Trustee receives an offer to subscribe for
Shares without payment by the Trustee, the Trustee must subscribe for and the
Bank must issue to the Trustee fully paid Shares on behalf of a Participating
Employee.


 


Allocation
of Shares


 


8.9                                  The Trustee will allocate to:


 


(a)                                    an Employee whose offer to participate in
the Equity Share Plan is accepted; and


 


(b)                                   an Employee who accepts an offer to
participate in the Equity Share Plan,


 


fully paid Shares held by the Trustee (otherwise than
on behalf of a Participant ) to be held for the benefit of that Employee.


 


Registration in name of Trustee


 


8.10                            The Shares must be registered in the name
of the Trustee on issue or purchase and on allocation by the Trustee be held on
the terms of this Deed by the Trustee on behalf of the Participating Employee
who is the beneficial owner of the Shares.


 


American Depository Receipts


 


8.11                            The Trustee may, with the Board’s approval
hold Shares on behalf of a Participating Employee in the capital of the Bank
represented by American Depository Receipts in the Bank.


 


Rights of Bank - Equity Shares


 


8.12                            Nothing in this Deed confers or is intended
to confer on the Bank, any charge, lien or any other proprietary right or
proprietary interest in the Equity Shares. 
The rights of the Bank under this Deed are purely contractual.


 


9                                         Acquisition of Benefit Shares


 


Application of this clause


 


9.1                                  This clause 9 only applies to Benefit
Shares.


 


Participation


 


9.2                                  The Board may, subject to any approvals of
shareholders of the Bank required by law or the Listing Rules, at intervals
determined by the Board, make participation in the Benefit Share Plan available
to any Non -Executive Director. 
Participation in the Benefit Share Plan may be made available to a
Non-Executive Director by either an invitation or an offer to the Non-Executive
Director to participate.


 


Number of Shares and payment


 


9.3                                  The Board must determine the number of
Benefit Shares for which a Non-Executive Director is invited to apply or is
offered.  Different


 


18





















 


numbers of
Benefit Shares may be made available to different Non-Executive Directors.


 


9.4                                  A Participating Non-Executive Director is
not liable to make a payment upon the provision of Benefit Shares.


 


9.5                                  The Board may either:


 


(a)                                    offer to have the Bank provide funds for
the purpose of acquiring the Benefit Shares;


 


(b)                                   offer to have the Bank provide Benefit
Shares to the Trustee without payment by the Trustee;


 


(c)                                    request the Trustee to apply some of the
capital of the Trust for the purpose of acquiring Benefit Shares; or


 


(d)                                   request the Trustee to apply some of the
capital of the Trust in allocating to a Participating Director under the
Benefit Shares Plan Shares held by the Trustee (otherwise than on behalf of a
Participant); or


 


(e)                                    a combination of any of (a), (b), (c) and (d).


 


Method of
participation


 


9.6                                  To participate in the Benefit Share Plan, a
Participating Director must send a copy of a Participation Form to the Trustee
which complies with the terms of the invitation or offer made by the Board
under clause 9.2.


 


9.7                                  The Participation Form must include:


 


(a)                                    a confirmation that the Participating
Director agrees to be bound by the terms of this Deed and the constitution of
the Bank; and


 


(b)                                   an offer by the Participating Director to
participate in the Benefit Share Plan or an acceptance of an offer to
participate in the Benefit Share Plan, as appropriate.


 


The Bank may determine that an acceptance by a
Non-Executive Director of an offer made to that director to participate in the
Benefit Share Plan, or an offer made by a Non-Executive Director to participate
in the Benefit Share Plan, will take effect from a particular time.


 


Trustee to acquire Shares


 


9.8                                  Subject to the Trustee receiving sufficient
payment or having sufficient capital for the purposes of clause 9.5(c), the
Trustee may, at the election of the Bank:


 


(a)                                    purchase fully paid Shares to be held on
behalf of a Participating Director; or


 


19





















 


(b)                                   subscribe for and the Bank must issue to
the Trustee fully paid Shares to be held on behalf of a Participating Director.


 


Where the Trustee receives an offer to subscribe for
Shares without payment by the Trustee, the Trustee must subscribe for and the
Bank must issue to the Trustee fully paid Shares on behalf of a Participating
Director.


 


Allocation of Shares


 


9.9                                  The Trustee will allocate to:


 


(a)                                    a Non-Executive Director whose offer to
participate in the Benefit Share Plan is accepted; and


 


(b)                                   a Non-Executive Director who accepts an
offer to participate in the Benefit Share Plan,


 


fully paid Shares held by the Trustee (otherwise than
on behalf of a Participant) to be held for the benefit of that Non-Executive
Director.


 


Registration in the name of
the Trustee


 


9.10                            The Shares must be registered in the name
of the Trustee on issue or purchase and on allocation by the Trustee be held on
the terms of this Deed by the Trustee on behalf of the Participating Director
who is the beneficial owner of the Shares.


 


American Depository Receipts


 


9.11                            The Trustee may, with the Board’s approval,
hold Shares on behalf of a Participating Director in the capital of the Bank
represented by American Depository Receipts in the Bank.


 


Rights of Bank - Benefit
Shares


 


9.12                            Nothing in this Deed confers or is intended
to confer on the Bank, any charge, lien or any other proprietary right or
proprietary interest in the Benefit Shares. 
The rights of the Bank under this Deed are purely contractual.


 


10                                  Acquisition of Dividend Shares


 


Application of this Clause


 


10.1                            This clause 10 only applies to Dividend
Shares.


 


Participation


 


10.2                            The Board may, subject to any approvals of
shareholders of the Bank required by law or the Listing Rules, at intervals
determined by the Board, make participation in the Dividend Share Plan
available to Employees and/or Directors. 
Participation in the Dividend Share Plan may be made available to an
Employee by either an invitation or an offer to the Employee or Director to
participate.


 


Number of Shares and payment


 


10.3                            The Board must determine the number of
Dividend Shares for which a Participating Employee or Participating Director is
invited to apply or


 


20





















 


is
offered.  Different numbers of Shares may
be made available to different Participating Employees or Participating
Directors.


 


10.4                            The Board or the Trustee, as applicable,
may at the time the Employee or Director is invited or offered to participate
in the Dividend Share Plan either:


 


(a)                                    require that each Cash Dividend declared or
paid with respect to an Equity Share or a Benefit Share be applied for the
purpose of acquiring the Dividend Shares;


 


(b)                                   offer to have the Bank provide funds for
the purpose of acquiring the Dividend Shares;


 


(c)                                    request the Trustee to apply some of the
capital of the Trust for the purpose of acquiring the Dividend Shares; or


 


(d)                                   a combination of any of (a), (b) and (c).


 


Method of participation


 


10.5                            To participate in the Dividend Share Plan,
a Participating Employee or Participating Director must send a copy of a
Participation Form to the Trustee which complies with the terms of the
invitation or offer made by the Board under clause 10.2.


 


10.6                            The Participation Form must include:


 


(a)                                    a confirmation that the Participating Employee
or Participating Director agrees to be bound by the terms of this Deed and the
constitution of the Bank; and


 


(b)                                   an offer by the Participating Employee or
Participating Director to participate in the Dividend Share Plan or an
acceptance of an offer to participate in the Dividend Share Plan, as
appropriate.


 


The Bank may determine that an acceptance by an
Employee or Director of an offer made to that Employee or Director to
participate in the Dividend Share Plan, or an offer made by an Employee or Director
to participate in the Dividend Share Plan, will take effect from a particular
time.


 


Trustee to acquire Shares


 


10.7                            Subject to the Trustee receiving sufficient
payment (whether being the proceeds of Cash Dividends earned on Equity Shares
or Benefit Shares or payment from the Bank) or having sufficient capital for
the purposes of clause 10.4(c), the Trustee may, at the election of the Bank:


 


(a)                                    purchase fully paid Shares to be held on
behalf of a Participating Employee or Participating Director; or


 


(b)                                   subscribe for and the Bank must issue to
the Trustee fully paid Shares to be held on behalf of a Participating Employee
or Participating Director.


 


21





















 


Where the Trustee receives an offer to subscribe for
Shares without payment by the Trustee, the Trustee must subscribe for and the
Bank must issue to the Trustee fully paid Shares on behalf of a Participating
Employee or Participating Director.


 


Allocation of Shares


 


10.8                            The Trustee will allocate to:


 


(a)                                    an Employee or Director whose offer to
participate in the Dividend Share Plan is accepted; and


 


(b)                                   an Employee or Director who accepts an
offer to participate in the Dividend Share Plan,


 


fully paid Shares held by the Trustee (otherwise than
on behalf of a Participant) to be held for the benefit of that Employee or
Director.


 


Registration in name of
Trustee


 


10.9                            The Shares must be registered in the name
of the Trustee on issue or purchase and on allocation by the Trustee be held on
the terms of this Deed by the Trustee on behalf of the Participating Employee
or Participating Director who is the beneficial owner of the Shares.


 


American Depository Receipts


 


10.10                      The Trustee may, with the Board’s approval hold Shares
on behalf of a Participating Employee or Participating Director in the capital
of the Bank represented by American Depository Receipts in the Bank.


 


Rights of Bank - Dividend Shares


 


10.11                      Nothing in this Deed confers or is intended to confer
on the Bank, any charge, lien or any other proprietary right or proprietary
interest in the Dividend Shares.  The
rights of the Bank under this Deed are purely contractual.


 


11                                  Transfer of Shares - Loan Shares


 


Application of clause


 


11.1                            This clause 11 applies only to a Loan Share
held by the Trustee on behalf of a Participating Employee.


 


Restriction on transfer


 


11.2                            The Trustee must not transfer a Loan Share
to which this clause 11 applies except in the circumstances set out in this
clause 11 or unless compelled by law.


 


Cessation of Employment- Loan Shares


 


11.3                            If a Participating Employee ceases to be an
Employee, the Participating Employee may at any time within a period of 12
months from the date the Participating Employee ceases to be an Employee give
notice to the Trustee that they wish to deal in a Loan Share held by the
Trustee on behalf of the Participating Employee.


 


11.4                            The Participating Employee may in the
circumstances described in clause 11.3:


 


22





















(a)            request the Trustee to sell the Loan Share; or


 


(b)            if an amount remains outstanding on the Loan, repay
the Loan and request the Trustee to transfer the Loan Share to the
Participating Employee; or


 


(c)            if no amount remains outstanding on the Loan, request
the Trustee to transfer the Loan Share to the Participating Employee.


 


Cessation of restriction on transfer


 


11.5         If no amount remains outstanding on the Loan with
which the Loan Share was acquired:


 


(a)            the Participating Employee may give notice to the
Trustee stating that the Participating Employee wishes to deal in the Loan
Share;  and


 


(b)            if the Trustee has not received notice at the end of
60 days after the date that no amount is outstanding on the Loan with which the
Loan Share was acquired that the Participating Employee wishes to deal in the
Loan Share, the Trustee may:


 


(i)             transfer the Loan Share to the Participating
Employee;  or


 


(ii)            sell the Loan Share and pay the proceeds (after
deducting any costs of sale) to the Participating Employee.


 


11.6         When giving a notice to the Trustee under clause 11.5,
the Participating Employee may:


 


(a)            request the Trustee to transfer the Loan Share to the
Participating Employee; or


 


(b)            request the Trustee to sell the Loan Share.


 


11.7         If an amount remains outstanding on the Related Loan,
the Participating Employee may request the Trustee to sell the Loan Share.


 


11.8         If:


 


(a)            a request is made under clauses 11.4 or 11.6 to
transfer a Loan Share to the Participating Employee; and


 


(b)            the Bank informs the Trustee that no amount remains
outstanding on the Related Loan,


 


the Trustee must transfer the Loan Share to
the Participating Employee.  The Loan
Share must not be transferred until the Trustee has been informed by the Bank
that no amount remains outstanding on the Loan Share.


 


23





















 


11.9         If the Participating Employee requests the Trustee to
sell a Loan Share in accordance with clauses 11.4 or 11.6, the Trustee must
sell the Loan Share.


 


11.10       If the Participating Employee requests the Trustee to sell a Loan Share
in accordance with clause 11.7, the Trustee may only sell the Loan Share if the
Board’s approval is obtained.


 


11.11       The proceeds of sale from the sale of a Loan Share referred to in
clauses 11.9 or 11.10 must first be applied in repayment of any amount
outstanding on the Related Loan and the balance (after deducting all costs of
sale), if any, must be paid to the Participating Employee.


 


11.12       The Participating Employee may not sell encumber or otherwise deal with
a Loan Share or any legal or beneficial interest in a Loan Share unless and
until the Loan Share has been transferred to the Participating Employee.


 


11.13       If:


 


(a)            at the end of the period of 12 months referred to in
clause 11.3 the Trustee has not received a request under clause 11.4; or


 


(b)            the Loan has become immediately due and payable,


 


the Trustee may:


 


(c)            sell a Loan Share;


 


(d)            apply the proceeds in repayment of the Related Loan;
and


 


(e)            pay the balance (after deducting any costs of sale),
to the Participating Employee.


 


11.14       If the Trustee is to transfer the Loan Shares to the Participating
Employee, the Trustee may require the Participating Employee to reimburse the
Trustee in respect of any costs and duties associated with the transfer of the
Loan Shares.


 


12            Transfer of Shares - Non-Loan Shares


 


Application of clause


 


12.1         This clause 12 applies only to a Non-Loan Share held
by the Trustee on behalf of a Participating Employee.


 


Transfer after ten years


 


12.2         A Non-Loan Share must be transferred to the
Participating Employee at the expiration of ten years after the date the
Non-Loan Share was issued to or purchased by the Trustee.


 


Forfeiture of Shares


 


12.3         If the Participating Employee’s employment by a body
corporate in the Group is terminated because, in the opinion of his or her
employer, he or she engages in any act or omission constituting serious
misconduct


 


24





















 


involving
dishonesty the Trustee may sell all Non-Loan Shares held on behalf of that
Participating Employee and the Participating Employee has no entitlement to the
proceeds of sale which are treated as an accretion to the Trust.


 


Transfer before ten years


 


12.4         Except where an event described in clause 12.3 has
occurred, a Non-Loan Share held by the Trustee on behalf of a Participating
Employee must not, before the expiration of the ten year period referred to in
clause 12.2, be:


 


(a)            sold by the Trustee on behalf of the Participating
Employee; or


 


(b)            transferred to the Participating Employee,


 


unless:


 


(c)            the Board decides otherwise; or


 


(d)            the Participating Employee ceases to be an Employee.


 


Cessation of Employment


 


12.5         If a Participating Employee ceases to be an Employee,
the Participating Employee may at any time within a period of 12 months from
the date the Participating Employee ceases to be an Employee give notice to the
Trustee that they wish to deal in a Non-Loan Share held by the Trustee on
behalf of the Participating Employee.


 


12.6         The Participating Employee may in the circumstances
described in clause 12.5:


 


(a)            request the Trustee to sell the Non-Loan Share held by
the Trustee on behalf of the Participating Employee; or


 


(b)            request the Trustee to transfer the Non-Loan Share
held by the Trustee on behalf of the Participating Employee to the
Participating Employee.


 


12.7         If at the end of the period of 12 months referred to
in clause 12.5 the Trustee has not received a request under clause 12.6 the
Trustee may:


 


(a)            sell the Non-Loan Share; or


 


(b)            transfer the Non-Loan Shares to the Participating
Employee.


 


12.8         The Participating Employee may not sell encumber or
otherwise deal with a Non-Loan Share or any legal or beneficial interest in a
Non-Loan Share unless and until the Non-Loan Share has been transferred to the
Participating Employee.


 


12.9         If Non-Loan Shares are sold under clauses 12.4 or
12.7, the Trustee must as soon as practicable pay the sale proceeds (after
deducting all costs of sale) to the Participating Employee.


 


25





















 


12.10       If the Participating Employee requests the Trustee to transfer Non-Loan
Shares to the Participating Employee, the Trustee may require the Participating
Employee to reimburse the Trustee in respect of any costs and duties associated
with the transfer of the Non-Loan Shares.


 


13            Transfer of Shares - NED Shares


 


Application of this Clause


 


13.1         This clause 13 applies only to a NED Share held by the
Trustee on behalf of a Participating Director.


 


Ned Share Restriction Period


 


13.2         For the purpose of the definition of NED Share
Restriction Period, the Trustee:


 


(a)            must determine the date referred to at paragraph (a)
of the definition; and


 


(b)            may, if an Event happens, in its absolute discretion
notify Participating Directors in accordance with paragraph (c) of the
definition.


 


Transfer of NED Shares


 


13.3         The Trustee may determine that the terms of issue of
NED Shares provide for the circumstances when a Participating Director may
assign, transfer, sell, encumber or otherwise deal with a NED Share.


 


13.4         The Trustee must not assign, transfer, sell, encumber
or otherwise deal with a NED Share except:


 


(a)            at the end of the NED Share Restriction Period;


 


(b)            in the circumstances set out in the terms of issue of
the NED Shares or, subject to the terms of issue of the NED Shares, in
accordance in this clause 13; or


 


(c)            unless compelled by law.


 


13.5         The Participating Director must not assign, transfer,
sell, encumber or, subject to the terms of issue of the NED Shares, otherwise
deal with a NED Share or any legal or beneficial interest in a NED Share unless
and until the NED Share has been transferred to the Participating Director in
accordance with the terms of issue of the NED Shares or otherwise in accordance
with this clause 13.


 


13.6         At the end of the NED Share Restriction Period, a
Participating Director may:


 


(a)           request
the Trustee to sell all of the NED Shares held by the Trustee on behalf of the
Participating Director; or


 


(b)           request
the Trustee to transfer the NED Shares held by the Trustee on behalf of the
Participating Director to the Participating Director.


 


26





















 


13.7         The Trustee may also transfer the NED Shares to the
Participating Director from the end of the NED Share Restriction Period in its
absolute discretion.


 


13.8         If the Trustee does not receive a request in
accordance with clause 13.6, and the Trustee has not previously transferred the
NED Shares to the Participating Director or sold the NED Shares on behalf of
the Participating Director, then the Trustee must transfer the NED Shares to
the Participating Director within 6 months of the end of the relevant NED
Restriction Period.


 


Forfeiture of Shares


 


13.9         The Trustee may determine that the terms of issue of
NED Shares provide in certain circumstances determined by the Trustee that a
Participating Director will forfeit any interest in the NED Shares and the NED
Shares will in those circumstances be treated as an accretion to the Trust.


 


Proceeds of Sale


 


13.10       If NED Shares are sold under this clause 13 the Trustee must as soon as
practicable pay the sale proceeds (after deducting all costs of sale) to the
Participating Director.


 


Costs and Expenses


 


13.11       If the Trustee proposes to transfer the NED Shares to the Participating
Director, the Trustee may require the Participating Director to reimburse the
Trustee in respect of any costs and duties associated with the transfer of the
NED Shares.


 


14            Transfer of Shares - Equity Shares


 


Application of this Clause


 


14.1         This clause 14 applies only to a Equity Share held by
the Trustee on behalf of a Participating Employee.


 


Equity Share Restriction Period


 


14.2         For the purpose of the definition of Equity Share
Restriction Period, the Board:


 


(a)            must determine the date referred to at paragraph (a)
of the definition; and


 


(b)            may, if an Event happens, in its absolute discretion
notify Participating Employees in accordance with paragraph (c) of the
definition.


 


Transfer of Equity Shares


 


14.3         The Board may determine that the terms of issue of
Equity Shares provide for the circumstances when a Participating Employee may
assign, transfer, sell, encumber or otherwise deal with a Equity Share.


 


14.4         The Trustee must not assign, transfer, sell, encumber
or otherwise deal with an Equity Share except:


 


27





















 


(a)            at the end of the Equity Share Restriction Period;


 


(b)            in the circumstances set out in the terms of issue of
the Equity Shares or, subject to the terms of issue of the Equity Shares, in accordance
in this clause 14; or


 


(c)            unless compelled by law.


 


14.5         The Participating Employee must not assign, transfer,
sell, encumber or, subject to the terms of issue of the Equity Shares,
otherwise deal with an Equity Share or any legal or beneficial interest in an
Equity Share unless and until the Equity Share has been transferred to the
Participating Employee in accordance with the terms of issue of the Equity
Shares or otherwise in accordance with this clause 14.


 


14.6         At the end of the Equity Share Restriction Period, a
Participating Employee may:


 


(a)           request
the Trustee to sell all of the Equity Shares held by the Trustee on behalf of
the Participating Employee; or


 


(b)           request
the Trustee to transfer the Equity Shares held by the Trustee on behalf of the
Participating Employee to the Participating Employee.


 


14.7         The Trustee may also transfer the Equity Shares to the
Participating Employee from the end of the Equity Share Restriction Period in
its absolute discretion.


 


14.8         If the Trustee does not receive a request in
accordance with clause 14.6, and the Trustee has not previously transferred the
Equity Shares to the Participating Employee or sold the Equity Shares on behalf
of the Participating Employee, then the Trustee must transfer the Equity Shares
to the Participating Employee within 6 months of the end of the relevant Equity
Share Restriction Period.


 


Forfeiture of Shares


 


14.9         The Board may determine that the terms of issue of
Equity Shares provide in certain circumstances determined by the Trustee that a
Participating Employee will forfeit any interest in the Equity Shares and the
Equity Shares will in those circumstances be treated as an accretion to the
Trust.


 


Proceeds of Sale


 


14.10       If Equity Shares are sold under this clause 14 the Trustee must as soon
as practicable pay the sale proceeds (after deducting all costs of sale) to the
Participating Employee.


 


Costs and Expenses


 


14.11       If the Trustee proposes to transfer the Equity Shares to the
Participating Employee, the Trustee may require the Participating Employee to
reimburse the Trustee in respect of any costs and duties associated with the
transfer of the Equity Shares.


 


28





















 


15            Transfer of Shares -
Benefit Shares


 


Application of this Clause


 


15.1         This clause 15 applies only to a Benefit Share held by
the Trustee on behalf of a Participating Director.


 


Transfer of Benefit Shares


 


15.2         The Trustee may determine that the terms of issue of
Benefit Shares provide for the circumstances when a Participating Director may
assign, transfer, sell, encumber or otherwise deal with a Benefit Share.


 


15.3         The Trustee must not assign, transfer, sell, encumber
or otherwise deal with a Benefit Share except:


 


(a)            at the end of the Benefit Share Restriction Period;


 


(b)            in the circumstances set out in the terms of issue of
the Benefit Share or, subject to the terms of issue of the Benefit Share, in
accordance in this clause 15; or


 


(c)            unless compelled by law.


 


15.4         The Participating Director must not assign, transfer,
sell, encumber or, subject to the terms of issue of the Benefit Share,
otherwise deal with a Benefit Share or any legal or beneficial interest in a
Benefit Share unless and until the Benefit Share has been transferred to the
Participating Director in accordance with the terms of issue of the Benefit
Share or otherwise in accordance with this clause 15.


 


15.5         At the end of the Benefit Share Restriction Period, a
Participating Director may:


 


(a)            request the Trustee to sell all of the Benefit Shares held
by the Trustee on behalf of the Participating Director; or


 


(b)            request the Trustee to transfer the Benefit Shares
held by the Trustee on behalf of the Participating Director to the
Participating Director.


 


15.6         The Trustee may also transfer the Benefit Shares to
the Participating Director from the end of the Benefit Share Restriction Period
in its absolute discretion.


 


15.7         If the Trustee does not receive a request in
accordance with clause 15.5, and the Trustee has not previously
transferred the Benefit Shares to the Participating Director or sold the
Benefit Shares on behalf of the Participating Director, then the Trustee must
transfer the Benefit Shares to the Participating Director within 6 months of
the end of the relevant Benefit Share Restriction Period.


 


29





















 


Proceeds of Sale


 


15.8         If Benefit Shares are sold under this clause 15, the
Trustee must as soon as practicable pay the sale proceeds (after deducting all
costs of sale) to the Participating Director.


 


Costs and Expenses


 


15.9         If the Trustee proposes to transfer the Benefit Shares
to the Participating Director, the Trustee may require the Participating
Director to reimburse the Trustee in respect of any costs and duties associated
with the transfer of the Benefit Shares.


 


16            Transfer of Shares -
Dividend
Shares


 


Application of this Clause


 


16.1         This clause 16 applies only to a Dividend Share held
by the Trustee on behalf of a Participating Employee or a Participating
Director.


 


Transfer of Dividend Shares


 


16.2         The Board may determine that the terms of issue of
Dividend Shares provide for the circumstances when a Participating Employee or
a Participating Director may assign, transfer, sell, encumber or otherwise deal
with a Dividend Share.


 


16.3         The Trustee must not assign, transfer, sell, encumber
or otherwise deal with an Dividend Share except:


 


(a)            at the end of the Dividend Share Restriction Period;


 


(b)            in the circumstances set out in the terms of issue of
the Dividend Shares or, subject to the terms of issue of the Dividend Shares,
in accordance in this clause 16; or


 


(c)            unless compelled by law.


 


16.4         The Participating Employee or Participating Director
must not assign, transfer, sell, encumber or, subject to the terms of issue of
the Dividend Shares, otherwise deal with an Dividend Share or any legal or
beneficial interest in a Dividend Share unless and until the Dividend Share has
been transferred to the Participating Employee or Participating Director in
accordance with the terms of issue of the Dividend Shares or otherwise in
accordance with this clause 16.


 


16.5         At the end of the Dividend Share Restriction Period, a
Participating Employee or Participating Director may:


 


(a)            request the Trustee to sell all of the Dividend Shares
held by the Trustee on behalf of the Participating Employee or Participating
Director; or


 


(b)            request the Trustee to transfer the Dividend Shares
held by the Trustee on behalf of the Participating Employee or Participating
Director to the Participating Employee or Participating Director.


 


30





















 


16.6         The Trustee may also transfer the Dividend Shares to
the Participating Employee or Participating Director from the end of the
Benefit Share Restriction Period in its ab solute discretion.


 


16.7         If the Trustee does not receive a request in
accordance with clause 16.5, and the Trustee has not previously
transferred the Dividend Shares to the Participating Employee or Participating
Director or sold the Dividend Shares on behalf of the Participating Employee or
Participating Director, then the Trustee must transfer the Dividend Shares to
the Participating Employee or Participating Director within 6 months of the end
of the relevant Equity Share Restriction Period.


 


Proceeds of Sale


 


16.8         If Dividend Shares are sold under this clause 16 the
Trustee must as soon as practicable pay the sale proceeds (after deducting all
costs of sale) to the Participating Employee or Participating Director.


 


Costs and Expenses


 


16.9         If the Trustee proposes to transfer the Dividend
Shares to the Participating Employee or Participating Director, the Trustee may
require the Participating Employee or Participating Director to reimburse the
Trustee in respect of any costs and duties associated with the transfer of the
Dividend Shares.


 


17            Accounts


 


17.1         The Trustee must open and maintain an account in
respect of each Participant.


 


17.2         Each Account must record:


 


(a)            the number of Loan Shares and Non-Loan Shares to which
each Participating Employee is entitled;


 


(b)            the number of NED Shares to which each Participating
Director is entitled;


 


(c)            the number of Equity Shares to which each
Participating Employee is entitled;


 


(d)            the number of Benefit Shares to which each
Participating Director is entitled;


 


(e)            the number of Dividend Shares to which each
Participating Director or Participating Employee is entitled;


 


(f)             the date of acquisition of Shares to which each
Participant is entitled;


 


(g)            the number of Bonus Shares (if any) to which each
Participant is entitled and whether the Bonus Shares are Loan Shares, Non-Loan
Shares, NED Shares, Equity Shares, Benefit Shares or Dividend Shares; and


 


31





















 


(h)            the number of Loan Shares to which the Participating
Employee is entitled in respect of the Related Loan.


 


18            Notices


 


18.1         Any notice to be given by the Trustee shall be deemed
to have been duly given if:


 


(a)            sent by electronic mail or delivered; or


 


(b)            sent by ordinary prepaid mail,


 


and shall be deemed to have been served:


 


(c)            if sent by electronic mail or delivered, at the time
of delivery or sending; or


 


(d)            if posted, three days after the date of posting,
excluding Saturdays, Sundays and public holidays but, if the address of any
Participant is outside Australia, then 7 days shall be substituted for three
days for any notice given to or by that Participant.


 


18.2         Delivery, transmission and postage shall be to the
address of any Participant as indicated on the Application Form or
Participation Form or such other address as the Trustee or any Participant may
notify to the other.


 


19            Audit


 


19.1         The Trustee shall keep or cause to be kept true
accounts of all sums of money received and expended by or on behalf of the
Trust and the matters in respect of which such receipt and expenditure takes
place and of all sales and purchases of shares and of the assets and
liabilities of the Trust.


 


19.2         The books of account of the Trust shall be maintained
at the registered office of the Bank and shall be available for inspection by
Participants during normal business hours free of charge upon prior written
request.


 


19.3         The Trustee shall appoint an Auditor of the Trust.


 


19.4         The Trustee shall cause the books of account to be
audited annually by the Auditor of the Trustee.


 


19.5         The Trustee must ensure that the Auditor of the
Trustee has access to all papers, accounts and documents concerned with or
relating to the Trust.


 


32





















 


20            Income and capital distributions


 


Loan Shares, Non-Loan Shares, NED Shares, Equity Shares,
Benefit Shares and Dividend Shares


 


20.1         A Participant is presently entitled to so much of the
Net Income of the Trust for a Year of Income which is attributable to:


 


(a)            the Shares held by the Trustee on behalf of the Participant;


 


(b)            the proceeds of sales arising from the sale of Rights
by the Trustee on behalf of the Participant; and


 


(c)            transactions or events related to Shares and, or
property related to or arising from Shares held by the Trustee on behalf of the
Participant.


 


Balance of Net Income


 


20.2         The balance of the Net Income of the Trust for a Year
of Income to which no Participant is presently entitled in accordance with
clause 20.1 may be applied, in whole or in part, for the benefit of one or more
of the following beneficiaries as the Trustee thinks fit:


 


(a)            an Employee (other than a director of a body corporate
in the Group);


 


(b)            a Participant (other than a director of a body
corporate in the Group);


 


(c)            a provident, benefit, superannuation or retirement
fund established and maintained by the Bank; or


 


(d)            any charity nominated by the Trustee.


 


20.3         The balance of the Net Income of the Trust for a Year
of Income to which no Participant is presently entitled in accordance with
clause 20.1 and not applied in accordance with clause 20.2 may be accumulated
by the Trustee as an accretion to the Trust.


 


20.4         The Trustee may prior to the termination of the Trust
as set out in clause 26.1, if it thinks fit, apply that part of the capital of
the Trust to which no Participant would be entitled as set out in clause 26 if
the Trust was terminated at that time, in one or more of the following:


 


(a)            in payment of any costs and expenses incurred by the
Trustee in the execution or purported execution of the Trust or any of the
powers, authorities or discretions vested in the Trustee; or


 


(b)            for the benefit of any of the following beneficiaries
as the Trustee thinks fit:


 


(i)             an Employee;


 


(ii)            a Participant (including the purchase or allocation of
Shares in accordance with clauses 5.3(d) or (e), clauses


 


33





















 


7.5(c) or (d),
clauses 8.5(c) or (d), clause 9.5(c) or (d) or clauses 10.5); or


 


(iii)           a provident, benefit, superannuation or retirement
fund established and maintained by the Bank.


 


21            Amendment


 


21.1         Subject to clauses 21.2 and 21.3, the Bank may at any
time by written instrument or by resolution of the Board, amend all or any of
the provisions of this Deed (including this clause 21).


 


21.2         No amendment of the provisions of this Deed is to
reduce the rights of any Participant in respect of Shares credited to the
Account of the Participant prior to the date of the amendment, other than an
amendment introduced primarily:


 


(a)            for the purpose of complying with or conforming to
present or future State, Territory or Commonwealth legal requirements governing
or regulating the maintenance or operation of the Plan or like plans;


 


(b)            to correct any manifest error or mistake;


 


(c)            to enable contributions or other amounts paid by any
body corporate in the Group to the Trust to qualify as income tax deductions
for that body corporate or any other body corporate in the Group; or


 


(d)            to enable the Trustee or any body corporate in the
Group to comply with the Corporations Act, the Listing Rules or relevant
instruments of relief issued by ASIC from time to time.


 


21.3         No amendment may be made except in accordance with and
in the manner (if any) stipulated by the Listing Rules.


 


21.4         Subject to the above provisions of this clause 21, any
amendment made pursuant to clause 21.1 may be given such retrospective effect
as is specified in the written instrument or resolution by which the amendment
is made.


 


22            Obligations and Indemnity of the Trustee


 


22.1         Without derogating from the right of indemnity given
by law to trustees, the Bank hereby covenants with the Trustee that it will
indemnify and keep indemnified the Trustee in respect of all liabilities, costs
and expenses incurred by the Trustee in the execution or purported execution of
the Trust or any of the powers, authorities or discretions vested in the
Trustee and from and against all actions, proceedings, costs, claims and
demands in respect of any matter or thing done or omitted other than a claim
arising out of the Trustee’s 


 


34





















 


negligence,
dishonesty or the Trustee wilfully or knowingly being a party to a breach of
trust.


 


22.2         The Trustee shall not be under any liability
whatsoever except for its negligence, dishonesty, fraud or wilful default or
except for the negligence, default or wilful breach of trust committed by any
of its employees or agents acting as such.


 


22.3         Without limiting clause 22.2, where the Trustee sells
Shares under clauses 11, 12, 13, 14, 15 or 16 which were allocated to a
Participant’s Account after the date of execution of the supplemental deed
which added this clause 22.3, the Trustee:


 


(a)            has no obligation to maximise the sale price of the
Shares;


 


(b)            may sell the Shares with other Shares (whether or not
held on behalf of the Participant); and


 


(c)            in relation to its obligation to pay the sale proceeds
(if any) to the Participants:


 


(i)             may deduct any costs of the sale before making a
payment to the Participant; and


 


(ii)            may attribute a sale price to each Share as the
Trustee considers appropriate.


 


22.4         Subject to any amount remaining outstanding on the
Loan and to clause 22.5, nothing in this clause 22 enables the Trustee to
recover any liabilities, costs and expenses from any Participant.


 


22.5         The Trustee is entitled to be indemnified by a
Participant in respect of any Tax payable by the Trustee in respect of Shares
held by the Trustee on behalf of the Participant.


 


22.6         Except as expressly provided in this Deed, the Trustee
will have no right of indemnity from a Participant personally.


 


23            ASIC relief


 


23.1         Notwithstanding any other provisions of this Deed,
every covenant or other provision set out in an exemption or modification
granted from time to time by ASIC in respect of the Plan pursuant to Chapters 2L,
6D and 7 of the Corporations Act and required to be included in this Deed in
order for that exemption or modification to have full effect, is deemed to be
contained in this Deed.  To the extent
that any covenant or other provision deemed by this clause to be contained in
this Deed is inconsistent with any other provision in this Deed, the deemed
covenant or other provision shall prevail.


 


35





















 


24            Administration of the Plan


 


24.1         The Plan will be administered by the Trustee and the
Board in accordance with this Deed.  The
Board may make further rules for the operation of the Plan which are consistent
with this Deed.


 


24.2         Any power or discretion which is conferred on the
Board by this Deed must be exercised by the Board in the interests or for the
benefit of the Bank, and the Board is not, in exercising any such power or
discretion, under any fiduciary or other obligation to any other person.


 


24.3         Any power or discretion which is conferred on the
Board by this Deed may be exercised by the Board or by any person or persons
appointed by the Board to act on its behalf.


 


24.4         The decision of the Board as to the interpretation,
effect or application of this Deed will be final and conclusive.


 


24.5         The Trustee and the Bank may from time to time require
a Participant to complete and return such other documents as may be required by
law to be completed by the Participants or such other documents which the
Trustee or the Bank considers should, for legal or taxation reasons, be
completed by the Participant.


 


24.6         The Board may from time to time suspend the operation
of the Plan and may at any time cancel the Plan.  The suspension or cancellation of the Plan
will not prejudice the existing rights of Participants.


 


25            Rights of Participants


 


25.1         Except as expressly provided in this Deed, nothing in
this Deed:


 


(a)            confers on any Employee or Non-Executive Director the
right to receive any Shares;


 


(b)            confers on any Participant the right to continue as an
employee or director of any body corporate in the Group;


 


(c)            affects any rights which any body corporate in the
Group or shareholder, as applicable, may have to terminate the employment or
term of office of any Participant;


 


(d)            may be used to increase damages in any action brought
against any body corporate in the Group in respect of any such termination; or


 


(e)            confers on an Employee, Director or Non-Executive
Director any expectation to become a Participant.


 


No claim by Participant


 


25.2         A Participant will not have any claim against the
Trustee or the Bank as a result of the exercise by the Trustee of a power,
discretion or determination or the performance by the Trustee of an obligation,
duty or responsibility under this Deed in relation to Shares allocated to the


 


36





















 


Participant’s
Account after the date of execution of the supplemental deed which added this
clause.


 


26            Termination of Trust


 


26.1         The Trust will terminate and be wound up as provided
below upon the first to occur of the following events:


 


(a)            an order being made or an effective resolution being
passed for the winding up of the Bank (other than for the purpose of
amalgamation or reconstruction);


 


(b)            the Board determining that the Trust is to be wound
up; and


 


(c)            the day before the 80th anniversary of the date of the
Trust Deed.


 


26.2         If the Trust is terminated, the Trustee must transfer
to the Participant:


 


(a)            the Loan Shares standing to the credit of the Account
of the Participant, upon the repayment in full by the Participant to the Bank
of all Related Loans; and


 


(b)            the Non-Loan Shares standing to the credit of the
Account of the Participating Employee; and


 


(c)            the NED Shares standing to the credit of the Account
of the Participating Director;


 


(d)            the Equity Shares standing to the credit of the
Account of the Participating Employee;


 


(e)            the Benefit Shares standing to the credit of the
Account of the Participating Director; and


 


(f)             the Dividend Shares standing to the credit of the
Account of the Participating Employee or Participating Director.


 


26.3         If a Participant has not repaid the outstanding amount
of all such Related Loans (if any) within 30 days of being asked to do so
following the termination of the Trust then, in relation to the Loan Shares standing
to the credit of the Account of the Participant, the Trustee may on behalf of
the Participant, sell the Loan Shares standing to the credit of the Account of
the Participant.


 


26.4         If the Trustee sells Loan Shares in accordance with
clause 26.3, the proceeds of sale will be applied in the following order:


 


(a)            in payment of any costs and expenses of the sale
incurred by the Trustee; and


 


(b)            in reduction of the outstanding amount of the Related
Loans; and


 


(c)            the balance (if any) in payment to the Participant.


 


37





















 


26.5         Any amount of a Loan to the Participant which remains
outstanding after the application of the proceeds of sale of the Shares in
accordance with clause 26.4 must be forgiven by the Bank, and the Participant
will have no further liability to the Bank in relation to that Loan.


 


26.6         The balance of the capital or income of the Trust to
which no Participant is entitled in accordance with clause 26.2 or clause 26.4
may be applied in whole or in part for the benefit of one or more of the
following beneficiaries as the Trustee thinks fit:


 


(a)            a provident, benefit, superannuation or retirement
fund established and maintained by the Bank; or


 


(b)            any charity nominated by the Trustee.


 


27            Governing law and jurisdiction


 


27.1         This Deed will be governed by the laws of Victoria and
will be construed and take effect in accordance with those laws.


 


27.2         All disputes arising in connection with or under this
Deed will be submitted to the exclusive jurisdiction of the courts of Victoria.


 


 


EXECUTED as a deed


 


38





















 


Execution page


 


	
  THE COMMON SEAL of NATIONAL

  AUSTRALIA BANK LIMITED is

  affixed in accordance with its articles of

  association in the presence of:

  	
  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  Signature of authorised person

  	
  )

  	
  Signature of authorised person

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  Office held

  	
   

  	
  )

  	
  Office held

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  Name of authorised person
  (block letters)

  	
  )

  	
  Name of authorised person
  (block letters)

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  THE COMMON SEAL of NATIONAL

  AUSTRALIA TRUSTEES LIMITED is

  affixed in accordance with its articles of

  association in the presence of:

  	
  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  Signature of authorised person

  	
  )

  	
  Signature of authorised person

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  Office held

  	
   

  	
  )

  	
  Office held

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  Name of authorised person
  (block letters)

  	
  )

  	
  Name of authorised person
  (block letters)

  
	
   

  	
  )

  	
   

  



 


39





















 


National
Australia Bank Staff

Share Ownership Plan


 


 


Trust Deed


 


 


(Consolidated
to include amendments

to include Dividend Share Plan and

Benefit Share Plan as approved by the

Board on

5 August 2004


 


 


Mallesons
Stephen Jaques


 


Rialto


525 Collins
Street


Melbourne Vic
3000


Telephone (61
3) 9643 4000


Fax (61 3)
9643 5999


DX 101
Melbourne


Ref: A
Clements


 





















 


	
  Contents

  	
  National Australia Bank Staff Share
  Ownership Plan 

  	
   

  
	
   

  	
  Trust Deed

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
  Definitions and interpretation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
  Establishment of Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nature, appointment and removal

  	
   

  
	
   

  	
   

  	
  Transfer
  of assets

  	
   

  
	
   

  	
   

  	
  Powers
  of Trustee

  	
   

  
	
   

  	
   

  	
  Instructions by Participants

  	
   

  
	
   

  	
   

  	
  Remuneration of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
  Maximum number of Shares issued under the Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
  Acquisition of shares (other than NED Shares, Equity Shares, Benefit
  Shares  and Dividend Shares)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Invitation to participate

  	
   

  
	
   

  	
   

  	
  Applications to participate

  	
   

  
	
   

  	
   

  	
  Trustee to acquire Shares

  	
   

  
	
   

  	
   

  	
  Allocation of Shares

  	
   

  
	
   

  	
   

  	
  Registration in name of Trustee

  	
   

  
	
   

  	
   

  	
  Separate record of Loan Shares

  	
   

  
	
   

  	
   

  	
  American Depository Receipts

  	
   

  
	
   

  	
   

  	
  Rights of Bank - Shares

  	
   

  
	
   

  	
   

  	
  Application of this Clause

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
  Rights attaching to Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cash
  Dividends

  	
   

  
	
   

  	
   

  	
  Bonus
  shares

  	
   

  
	
   

  	
   

  	
  Rights

  	
   

  
	
   

  	
   

  	
  Voting
  rights

  	
   

  
	
   

  	
   

  	
  Absolutely
  Entitled

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7

  	
  Acquisition of NED Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Invitation to participate

  	
   

  
	
   

  	
   

  	
  Number
  and Price of Shares

  	
   

  
	
   

  	
   

  	
  Application to participate

  	
   

  
	
   

  	
   

  	
  Trustee to acquire Shares

  	
   

  
	
   

  	
   

  	
  Allocation
  of Shares

  	
   

  
	
   

  	
   

  	
  Registration in name of Trustee

  	
   

  
	
   

  	
   

  	
  American Depository Receipts

  	
   

  
	
   

  	
   

  	
  Rights of Bank - NED Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8

  	
  Acquisition of Equity Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participation

  	
   

  
	
   

  	
   

  	
  Number of Shares and payment

  	
   

  
	
   

  	
   

  	
  Method
  of participation

  	
   

  
	
   

  	
   

  	
  Trustee to acquire Shares

  	
   

  



 





















 


	
   

  	
   

  	
  Allocation
  of Shares

  	
   

  
	
   

  	
   

  	
  Registration in name of Trustee

  	
   

  
	
   

  	
   

  	
  American Depository Receipts

  	
   

  
	
   

  	
   

  	
  Rights of Bank - Equity Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9

  	
  Acquisition of Benefit Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application of this clause

  	
   

  
	
   

  	
   

  	
  Participation

  	
   

  
	
   

  	
   

  	
  Number of Shares and payment

  	
   

  
	
   

  	
   

  	
  Method
  of participation

  	
   

  
	
   

  	
   

  	
  Trustee
  to acquire Shares

  	
   

  
	
   

  	
   

  	
  Allocation
  of Shares

  	
   

  
	
   

  	
   

  	
  Registration in the name of the Trustee

  	
   

  
	
   

  	
   

  	
  American
  Depository Receipts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10

  	
  Acquisition of Dividend Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participation

  	
   

  
	
   

  	
   

  	
  Number of Shares and payment

  	
   

  
	
   

  	
   

  	
  Method
  of participation

  	
   

  
	
   

  	
   

  	
  Trustee
  to acquire Shares

  	
   

  
	
   

  	
   

  	
  Allocation
  of Shares

  	
   

  
	
   

  	
   

  	
  Registration in name of Trustee

  	
   

  
	
   

  	
   

  	
  American Depository Receipts

  	
   

  
	
   

  	
   

  	
  Rights of Bank - Dividend Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11

  	
  Transfer of Shares - Loan Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application of clause

  	
   

  
	
   

  	
   

  	
  Restriction on transfer

  	
   

  
	
   

  	
   

  	
  Cessation of Employment- Loan Shares

  	
   

  
	
   

  	
   

  	
  Cessation of restriction on transfer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12

  	
  Transfer of Shares - Non-Loan Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application of clause

  	
   

  
	
   

  	
   

  	
  Transfer after ten years

  	
   

  
	
   

  	
   

  	
  Forfeiture of Shares

  	
   

  
	
   

  	
   

  	
  Transfer before ten years

  	
   

  
	
   

  	
   

  	
  Cessation of Employment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13

  	
  Transfer of Shares - NED Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application of this Clause

  	
   

  
	
   

  	
   

  	
  Ned Share Restriction Period

  	
   

  
	
   

  	
   

  	
  Transfer of NED Shares

  	
   

  
	
   

  	
   

  	
  Forfeiture of Shares

  	
   

  
	
   

  	
   

  	
  Proceeds of Sale

  	
   

  
	
   

  	
   

  	
  Costs and Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14

  	
  Transfer of Shares - Equity Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application of this Clause

  	
   

  
	
   

  	
   

  	
  Equity Share Restriction Period

  	
   

  
	
   

  	
   

  	
  Transfer of Equity Shares

  	
   

  
	
   

  	
   

  	
  Forfeiture of Shares

  	
   

  
	
   

  	
   

  	
  Proceeds of Sale

  	
   

  



 





















 


	
   

  	
   

  	
  Costs and Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15

  	
  Transfer of Shares - Benefit Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application of this Clause

  	
   

  
	
   

  	
   

  	
  Transfer of Benefit Shares

  	
   

  
	
   

  	
   

  	
  Proceeds of Sale

  	
   

  
	
   

  	
   

  	
  Costs and Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16

  	
  Transfer of Shares - Dividend Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application of this Clause

  	
   

  
	
   

  	
   

  	
  Transfer of Dividend Shares

  	
   

  
	
   

  	
   

  	
  Proceeds of Sale

  	
   

  
	
   

  	
   

  	
  Costs and Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17

  	
  Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19

  	
  Audit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20

  	
  Income and capital distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Loan Shares, Non-Loan Shares, NED Shares,
  Equity Shares, Benefit Shares and Dividend Shares 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Balance of Net Income

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  21

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22

  	
  Obligations and Indemnity of the Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23

  	
  ASIC
  relief

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24

  	
  Administration
  of the Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25

  	
  Rights
  of Participants

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No claim by Participant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  26

  	
  Termination
  of Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  27

  	
  Governing law and jurisdiction