EXHIBIT
4.29


 


Deed of access, indemnity and
insurance – Mr John M Stewart


 





















 


Deed of Access,
Indemnity and Insurance


 


Date:                                                                                                                                                        10
August 2004


 


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


 


JOHN
MORRISON STEWART of Level 35, 500 Bourke Street, Melbourne,
Victoria, Australia (“Director”)


 


Recitals:


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


 


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


 


Operative provisions:


 


1                                          Definitions


 


1.1                                  In
this Deed:


 


Board Papers means:


 


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


 


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


 


whether or not legal professional privilege
applies to such documents.


 


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


 


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


 


Claim means:


 


(a)                                     any writ, summons, cross-claim, counterclaim, application or other
originating legal or arbitral process against the Director as a director of the
Company or a related body corporate of the Company;


 





















 


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


 


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


 


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


 


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


 


(a)                                   anything
on which there is writing;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Period means the period commencing on the earlier of the first day the
Director consents to act as a director of the Company and the first day the
Director begins to act as a Director of the Company and ends on the day seven
years from the later of the day on which the Director retires or resigns as a
director of the Company


 





















 


and the day on which the Director ceases to
act as a director of the Company.


 


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


 


1.2           In this Deed unless the
contrary intention appears:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2                                          Access to Board Papers


 


The Company’s Undertaking


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


 


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


 


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


 


(c)            allow the Director and the
Director’s representatives full and free access (at no cost to the Director) to
the Board Paper Records and the Board Paper Premises at all reasonable times
during the Period, including providing the information, assistance and
facilities (including photocopying facilities) that the Director reasonably
requires in order to examine and, subject to clause 2.2, make and take away
copies of the Board Paper Records or any part of them.


 





















 


Director’s Undertaking


2.2                                  The
Director undertakes:


 


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


 


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


 


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


 


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


 


Extension of provisions if legal proceedings commence


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


 


3                                          Indemnity for liability as
Director


 


Indemnity


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


 


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


 


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


 


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


 


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


 





















 


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


 


Costs and expenses


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


 


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


 


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


 


Payment


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


 


Nature of indemnities


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


 


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


 


(b)                                   are
irrevocable;


 


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


 


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


 


Undertakings


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


 


3.8                                  The
Director further undertakes:


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.9                                  The
indemnity under this Deed given to a Director is in addition to any other
indemnity given by the Company to the Director whether


 





















 


by agreement, under the Constitution, by
statute or otherwise, but nothing in this Deed requires the Company to pay more
than once in respect of any claim.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b) 
has not actually been so indemnified.


 


4                                          Maintenance of insurance
coverage


 


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


 


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


 


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


 


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


 


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


 


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


 





















 


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


 


5                                          Severability


 


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


 


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


 


6                                          Governing law and
jurisdiction


 


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


 


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


 


 


EXECUTED as a deed


 


 


	
  SIGNED, SEALED AND DELIVERED

  	
   

  	
   

  
	
  by John Morrison Stewart in
  the

  presence of:

  	
   

  	
  [SIGNED]

  
	
  [SIGNED]

  	
   

  	
   

  	
   

  
	
  Signature of witness

  	
   

  	
  JOHN
  MORRISON STEWART

  	
   

  
	
   

  	
   

  	
   

  
	
  ROSEMARY MOULD

  	
   

  	
   

  
	
  Name of witness (block letters)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1 STEOHEN COURT, NUNAWADING

  	
   

  	
   

  
	
  Address of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ASSISTANT

  	
   

  	
   

  
	
  Occupation of witness

  	
   

  	
   

  



 





















 


	
  THE COMMON SEAL of
  NATIONAL

  	
   

  	
   

  	
   

  
	
  AUSTRALIA BANK LIMITED
  is affixed

  	
   

  	
   

  	
   

  
	
  in accordance with its constitution in the

  	
   

  	
  [SIGNED]

  	
   

  
	
  presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [SIGNED]

  	
   

  	
  Signature of authorised person

  	
   

  
	
  Signature of authorised person

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COMPANY SECRETARY

  	
   

  	
  DIRECTOR

  	
   

  
	
  Office held

  	
   

  	
  Office held

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GARRY NOLAN

  	
   

  	
  G. J. 
  KRAEHE

  	
   

  
	
  Name of authorised person

  	
   

  	
  Name of authorised person
  (block letters)

  	
   

  
	
  (block letters)