Exhibit 4.4


 


NATIONAL AUSTRALIA BANK
LIMITED


(ABN 12 004 044 937)


 


National Australia Bank
Performance Rights Plan


 


1                                          Definitions and interpretation


 


1.1                                  In this Plan, the following words and
expressions have the meanings indicated unless the contrary intention appears:


 


ASX means Australian Stock Exchange Limited
(ABN 98 008 624 691).


 


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


 


Corporations Act means the Corporations Act
2001 (Cwlth)


 


Director means a director of the National.


 


Effective Date means the date a Performance
Right is granted to a Performance Right Holder, unless determined otherwise by
the Board.


 


Executive means a person in the employment of a body
corporate in the Group whom the Board determines to be in an executive
position.


 


Expiry Date means for a Performance Right, a date
determined by the Board not earlier than the day prior to the fifth anniversary
of the Effective Date of the Performance Right and not later than the tenth
anniversary of the Effective Date of the Performance Right.


 


Former Executive means a person who was
formerly an Executive.


 


Group means the National and each body corporate
that is a subsidiary of the National under the Corporations Act.


 


Listing Rules means the Listing Rules of ASX.


 


National means National Australia Bank Limited (ABN
12 004 044 937)


 


Participant means a Performance Right
Holder who is an Executive or a Former Executive.


 


Performance
Right means
a right granted under the Plan for Shares.


 


Performance
Right Holder means the holder of a Performance Right.


 


Plan means this National Australia Bank
Performance Rights Plan.


 


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


 


Share means a fully paid ordinary share in the
capital of the National.


 


1.2                                  In this Plan unless the contrary intention
appears:


 


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


 


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


 


(c)                                    a reference to a person includes a
reference to the person’s legal personal representatives, 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 Plan.


 


2                                          Grant of Performance Rights


 


Eligibility


 


2.1                                  The Board may in its absolute discretion,
without being bound to do so and subject to any approvals of shareholders of
the National required by law or the Listing Rules, at intervals determined by
the Board, grant Performance Rights to Executives selected by the Board.  The grant of a Performance Right constitutes
an irrevocable offer by the National to allot a Share to the Performance Right
Holder on the exercise of the Performance Right.


 


Exercise
of Performance Rights


 


2.2                                  On exercise of a Performance Right, a
Participant accepts the irrevocable offer made by the National pursuant to
clause 2.1.  Acceptance may only be
made if the terms and conditions for exercise have been satisfied and the
Performance Right has not lapsed.


 


3                                          Maximum number of Performance Rights


 


3.1                                  In the case of an offer or grant of
Performance Rights, the number of Shares to be received on exercise of a
Performance Right when aggregated with:


 


(a)                                    the number of Shares in the same class
which would be issued were each outstanding offer or option or Performance Right
to acquire unissued Shares, being an offer made or option or Performance Right
acquired pursuant to an employee share scheme of the National extended only to
employees or directors of the National and of associated bodies corporate of
the National, to be accepted or exercised (as the case may be); and


 


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(b)                                   the number of Shares in the same class
issued during the pervious 5 years pursuant to the Plan or any other employee
share scheme of the National extended only to employees or directors of the
National and of associated bodies corporate of the National,


 


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


 


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


 


(d)                                   an offer or grant 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 or grant that did not need
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 National as at the
time of the offer or grant.


 


4                                          Performance Rights terms


 


4.1                                  Subject to the Listing Rules, Performance
Rights will be granted on the terms set out in Schedule One unless the Board
determines otherwise.


 


4.2                                  Without limiting 4.1, the Board may impose
such conditions upon the exercise of Performance Rights as it considers
appropriate and these conditions must be notified to the Executive at the time
of grant.  Without in any way limiting
the Board’s discretion in this regard, the conditions of exercise may include
conditions relating to:


 


(a)                                    the profitability of the National;


 


(b)                                   the price at which the National’s shares
are traded on a stock market of the ASX or any other stock exchange; and


 


(c)                                    limits on the number or proportion of the
Performance Rights that may be exercised in any one or more time periods.


 


5                                          Overriding restrictions on grant and
exercise


 


5.1                                  Notwithstanding the Plan or the terms of
any particular Performance Right as granted, no Performance Right may be
granted or exercised if to do so:


 


(a)                                    would contravene the Corporations Act or
the Listing Rules; or


 


(b)                                   would contravene the local laws or customs
of Executive’s country of residence or in the opinion of the Board would


 


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require
actions to comply with those local laws or customs which are impractical.


 


6                                          Administration of the Plan


 


6.1                                  The Plan will be administered by the Board
in accordance with the terms of this Plan. 
The Board may make further rules for the operation of the Plan which are
consistent with this Plan.


 


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


 


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


 


6.4                                  The decision of the Board as to the
interpretation, effect or application of this Plan, the exercise by the Board
of any power or discretion under this Plan or the giving of any consent or
approval by the Board in connection with this Plan will be final and
conclusive.


 


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


 


7                                          Rights of Participants


 


7.1                                  Except as expressly provided in this Plan,
nothing in this Plan:


 


(a)                                    confers on any Executive the right to be
granted any Performance Rights;


 


(b)                                   confers on any Participant the right to
continue as an employee of the National or any of its subsidiaries;


 


(c)                                    affects any rights which the National or a
subsidiary may have to terminate the employment of any employee;


 


(d)                                   may be used to increase damages in any
action brought against the National or a subsidiary in respect of any such
termination; or


 


(e)                                    confers on an Executive any expectation to
become a Participant.


 


8                                          Amendment of the Plan


 


8.1                                  Subject to rules 8.2 and 8.3, the National
may at any time by written instrument or by resolution of the Board, amend all
or any of the provisions of this Plan (including this clause 8).


 


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8.2                                  No amendment of the provisions of this Plan
is to reduce the rights of any Participant in respect of Performance Rights
granted under the Plan 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 in respect of the Plan to qualify as
income tax deductions for that body corporate the company or any other body
corporate within the Group; or


 


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


 


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


 


8.4                                  No amendment may be made to extend the
period during which a Performance Right may be exercised.


 


8.5                                  Subject to the above provisions of this
clause 8, any amendment made pursuant to clause 8.1 may be given such
retrospective effect as is specified in the written instrument or resolution by
which the amendment is made and, if so stated, amendments to this Plan,
including the terms of Performance Rights, have the effect of automatically
amending the terms of granted but unexercised Performance Rights.


 


9                                          Notices


 


9.1                                  Any notice regarding Performance Rights
granted under the Plan will be sent to the registered address of the
Performance Rights Holder as recorded in the register of Performance Rights
Holders maintained by the National.


 


10                                   Governing Law and jurisdiction


 


10.1                            The Plan is governed by and will be
construed and take effect in accordance with the laws of Victoria.


 


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


 


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Schedule One: Performance Rights
Terms


 


1.                                       Entitlement


 


1.1                                  Subject
to term 7, the grant of a Performance Right constitutes an irrevocable offer by
the National that entitles the holder to subscribe for and be allotted,
credited as fully paid, one Share at an exercise price of:


 


	
  $1

  
	
  The number of Performance

  
	
  Rights exercised on any particular day

  



 


On exercise of a Performance Right, the
holder accepts the irrevocable offer made by the National.


 


1.2                                  Subject
to the Listing Rules, the National must allot a Share on exercise of a
Performance Right in accordance with the Plan.


 


1.3                                  Shares
issued on the exercise of Performance Rights will rank pari passu with all
existing Shares from the date of issue and will be entitled in full to those
dividends which have a record date for determining entitlements after the date
of issue.


 


2.                                       Exercise
of Performance Rights


 


2.1                                  A
Performance Right may be exercised:


 


(a)                                   subject to any conditions
imposed by the Board under clause 4.2 of the Plan, at any time after the
expiration of three years from the Effective Date of the Performance Right and
on or before the Expiry Date of the Performance Right, unless the Performance
Right lapses under term 2.2;


 


(b)                                  if the Board gives notice to a
Participant under term 3; or


 


(c)                                   if the Board so determines.


 


2.2                                  A
Performance Right not exercised will lapse on the first to occur of:


 


(a)                                   the Expiry Date of the Performance Right;


 


(b)                                  30 days after an Executive ceases to be
employed by the Group, unless the Board otherwise determines; and


 


(c)                                   notice
from the Participant that the Participant wishes the Performance Right to
lapse.


 


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3                                          Notice
to Participant


 


3.1                                  The
Board may give a notice to a Participant for the purposes of term 2.1(b) if:


 


(a)                                   a
takeover bid is made to the holders of Shares (other than as a result of an
allotment approved by the Board);


 


(b)                                  a
statement is lodged with the ASX to the effect that a person has become
entitled to not less than 15% of the Shares (other than as a result of an
allotment approved by the Board);


 


(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 National or its
amalgamation with any other companies;


 


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


 


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


 


4.                                       Method
of exercise of Performance Rights


 


4.1                                  A
Performance Right is exercised by the holder lodging the notice of exercise of
Performance Rights and application for Shares, together with the exercise
price, with the Company Secretary of the National or such other person as the
Board designates.


 


4.2                                  The
notice of exercise of Performance Rights and application for Shares must
include a confirmation that the Participant agrees to be bound by the National’s
Constitution.


 


4.3                                  Performance
Rights must be exercised in multiples of 100, unless the Performance Right
Holder exercises all Performance Rights able to be exercised at that time.  The exercise of some Performance Rights only
does not affect the Performance Right Holder’s right to exercise other
Performance Rights at a later time.


 


5.                                       No
Transfers


 


Performance Rights may not be transferred.


 


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6.                                       Quotation
of Performance Right and Shares


 


Performance Rights will not be quoted on the
ASX.  The National will make application
to the ASX for official quotation of Shares issued on the exercise of
Performance Rights, if other Shares are listed at that time, as soon as
practicable after the Shares are issued.


 


7.                                       Participation
in future issues


 


7.1                                  Participation generally


 


A Participant may only participate in new
issues of securities to holders of Shares if the Performance Right has been
exercised, if that is permitted by its terms, and the Shares in respect of the
Performance Right have been allotted before the record date for determining
entitlements to the issue.


 


7.2                                  Bonus issues


 


If the National makes a bonus issue of shares
or other securities pro rata to holders of Shares (other than an issue in lieu
or in satisfaction of dividends or by way of dividend reinvestment) and no
Shares have been allotted in respect of a Performance Right before the record
date for determining entitlements to the bonus issue then the rights attaching to
that Performance Right will be altered as follows:


 


(i)                                      the
number of Shares which the Performance Right Holder is entitled to subscribe
for on exercise of the Performance Right (S) is determined by the formula:


 


S = N + (N x R)


 


where:


 


N =                              The
number of Shares per Performance Right which the Participant is entitled to
subscribe for on the record date to determine entitlements to the bonus issue.


 


R =                               The
number of Shares (including fractions) offered under the bonus issue for each
Share held; and


 


(ii)                                   the exercise price per Performance Right
will not be changed.


 


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7.3                                  Rights issues


 


If the National makes an offer of ordinary
shares pro rata to all or substantially all holders of Shares (whether or not
an issue in lieu or in satisfaction of dividends or by way of dividend
reinvestment) then neither the exercise price per Performance Right nor the
number of Shares which the Participant is entitled to subscribe for on exercise
of the Performance Right will be changed.


 


7.4                                  Aggregation


 


If Performance Rights are exercised
simultaneously then the Performance Right Holder may aggregate the number of
shares or fractions of shares or other securities to which the Performance
Right Holder is entitled to subscribe under those Performance Rights.  Fractions in the aggregate number only will
be disregarded in determining the total entitlement to subscribe.


 


7.5                                  Reconstruction


 


In the event of any reconstruction of the
issued ordinary capital of the National before the exercise of a Performance
Right, the number of shares attaching to each Performance Right will be
reconstructed in the manner specified below.


 


If the manner is not specified then the Board
will determine the reconstruction.  In
any event the reconstruction will not result in any additional benefits being
conferred on Performance Right Holders which are not conferred on shareholders
of the National (subject to the same provisions with respect to rounding of
entitlements as sanctioned by the meeting of shareholders approving the
reconstruction of capital) and in all other respects the terms for the exercise
of Performance Right will remain unchanged.


 


In the case of any reconstruction of the
issued capital of the National, the exercise price performance Right will not
be changed.


 


In the event of any consolidation or
sub-division of shares or reduction or cancellation of capital then the
reconstruction will be determined by the following formulae:


 


(a)                                   Consolidation;  and


 


(b)                                  Subdivision:


 


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(c)                                   Reduction
of capital by return of share capital:


 


S = C;


 


(d)                                  Reduction
of capital by cancellation of ordinary shares that is either lost or not
represented by available assets:


 


S = C;


 


(e)                                   Pro
rata cancellation of fully paid ordinary shares (not within (c) or (d)):


 





 


where:


 


A =                             The
total number of Shares in issue before the capital reconstruction;


 


B =                               The
total number of Shares in issue after the capital reconstruction;


 


C =                               The
number of Shares which the Performance Right Holder is entitled to subscribe
for on exercise of an Performance Right before the reconstruction;


 


S =                                The
number of Shares which the Performance Right Holder is entitled to subscribe
for on exercise of a Performance Right after the reconstruction.


 


7.6                                  Lapse


 


A Performance Right Holder may request that
some or all of the Performance Rights held by that Performance Right Holder
lapse.


 


7.7                                  Advice


 


The National must give notice to each
Performance Right Holder of any adjustment to the number of Shares which the
Performance Right Holder is entitled to subscribe for or be issued on exercise
of a Performance Right or the exercise price per share in accordance with the
Listing Rules.


 


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7.8                                  Notices


 


Notices may be given by the National to the
Performance Right Holder in the manner prescribed by the National’s
Constitution for the giving of notices to members of the National and the
relevant provisions of the National’s Constitution apply with all necessary
modification to notices to Performance Right Holders.


 


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National Australia Bank

Performance Rights Plan


 


(Consolidated to include amendments to

facilitate the new offer process first

introduced in 2003/04 and Effective Date

and other miscellaneous amendments, as

approved by the Board in [     ] 2003)


 





















 


	
  Contents

  	
  National
  Australia Bank Performance Rights Plan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1  Definitions and
  interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2  Grant of Performance Rights

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Eligibility

  	
   

  
	
   

  	
  Exercise of Performance Rights

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3 
  Maximum number of Performance Rights

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4  Performance Rights terms

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5 
  Overriding restrictions on grant and exercise

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6  Administration of the Plan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7  Rights of Participants

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8  Amendment of the Plan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10      Governing Law and jurisdiction