Exhibit
4(c)17


 


	
   

  	
  Rules
  of the Westpac Banking
  Corporation Restricted Share
  Plan

  
	
   

  	
   

  
	
   

  	
  Allens Arthur Robnson
 The
  Chifley Tower
 2
  Chifley Square
 Sydney
  NSW 2000
 Australia
 Tel 61
  2 9230 4000
 Fax 61
  2 9230 5333

  
 ©
  Copyright Allens Arthur Robinson 2007

  



 

















 


Table of Contents


 


	
  1.

  	
  Purpose

  	
  1

  
	
  2.

  	
  Definitions and interpretations

  	
  1

  
	
  3.

  	
  Interpretation

  	
  5

  
	
  4.

  	
  Invitation to acquire Shares

  	
  6

  
	
   

  	
  4.1

  	
  Issue

  	
  6

  
	
   

  	
  4.2

  	
  Form of Invitation

  	
  6

  
	
   

  	
  4.3

  	
  Share Price

  	
  7

  
	
  5.

  	
  Application for Shares

  	
  7

  
	
  6.

  	
  Methods of Share Acquisition

  	
  7

  
	
  7.

  	
  Acquisition of Shares by the Plan Company

  	
  7

  
	
   

  	
  7.1

  	
  Directions by the Board

  	
  7

  
	
   

  	
  7.2

  	
  Payment of contributions

  	
  8

  
	
   

  	
  7.3

  	
  Use of contributions

  	
  8

  
	
  8.

  	
  Allocation of Shares

  	
  8

  
	
   

  	
  8.1

  	
  Allocation to Participants

  	
  8

  
	
   

  	
  8.2

  	
  Registered holder

  	
  9

  
	
   

  	
  8.3

  	
  Identification of funds

  	
  9

  
	
   

  	
  8.4

  	
  Non-acceptance of
  Application

  	
  9

  
	
   

  	
  8.5

  	
  Error in Allocation

  	
  9

  
	
   

  	
  8.6

  	
  Unallocated Shares

  	
  10

  
	
  9.

  	
  Vesting of Shares

  	
  10

  
	
   

  	
  9.1

  	
  Vesting Date

  	
  10

  
	
   

  	
  9.2

  	
  Death, Total and Permanent
  Disablement or Retirement

  	
  10

  
	
   

  	
  9.3

  	
  Retrenchment or employer
  ceases to be a Group Company

  	
  10

  
	
   

  	
  9.4

  	
  Change of Control

  	
  11

  
	
   

  	
  9.5

  	
  Shares forfeited under
  clause 10

  	
  12

  
	
  10.

  	
  Forfeiture of Shares

  	
  12

  
	
   

  	
  10.1

  	
  Breach, Fraud or Dishonesty

  	
  12

  
	
   

  	
  10.2

  	
  Resignation or Dismissal

  	
  12

  
	
   

  	
  10.3

  	
  Retrenchment, employer
  ceases to be a Group Company or Change of Control

  	
  12

  
	
   

  	
  10.4

  	
  Forfeiture Mechanism

  	
  12

  
	
  11.

  	
  Restrictions on dealing with Shares

  	
  13

  
	
   

  	
  11.1

  	
  Application of Holding Lock

  	
  13

  
	
   

  	
  11.2

  	
  Holding Lock restrictions

  	
  13

  
	
   

  	
  11.3

  	
  Enforcement by Board

  	
  13

  
	
   

  	
  11.4

  	
  Release from Holding Lock

  	
  13

  
	
  12.

  	
  Rights attaching to Shares

  	
  13

  
	
   

  	
  12.1

  	
  Ranking and Listing

  	
  13

  
	
   

  	
  12.2

  	
  Voting rights

  	
  14

  
	
   

  	
  12.3

  	
  Bonus Shares

  	
  14

  
	
   

  	
  12.4

  	
  Rights Issues

  	
  14

  



 

















 


	
  13.

  	
  Commencement and termination

  	
  14

  
	
   

  	
  13.1

  	
  Commencement

  	
  14

  
	
   

  	
  13.2

  	
  Termination and Suspension

  	
  14

  
	
  14.

  	
  Administration of the Plan

  	
  15

  
	
  15.

  	
  Amendment of the Plan

  	
  15

  
	
   

  	
  15.1

  	
  By the Board

  	
  15

  
	
   

  	
  15.2

  	
  Listing Rules

  	
  16

  
	
  16.

  	
  Issue limitations

  	
  16

  
	
  17.

  	
  Law, Listing Rules and the Constitution

  	
  16

  
	
  18.

  	
  Rights of Participants

  	
  16

  
	
  19.

  	
  Attorney

  	
  17

  
	
  20.

  	
  General

  	
  18

  
	
   

  	
  20.1

  	
  Advice

  	
  18

  
	
   

  	
  20.2

  	
  Relation of the Bank, Plan
  Company, Trustee and Participants

  	
  18

  
	
   

  	
  20.3

  	
  Costs and Expenses

  	
  18

  
	
   

  	
  20.4

  	
  Notices

  	
  18

  
	
   

  	
  20.5

  	
  Dispute

  	
  20

  
	
   

  	
  20.6

  	
  Governing Law

  	
  20

  



 

















 


1.                                     WESTPAC
BANKING CORPORATION (ABN 33 007 457 141)


 


RESTRICTED SHARE PLAN


 


RULES


 


1.                                     Purpose


 


The Westpac Banking
Corporation Restricted Share Plan has been established as an initiative for
creating a stronger link between employee performance and reward and increasing
shareholder value by enabling Participants to have a greater involvement with,
and share in, the future growth and profitability of the Bank.


 


2.                                     Definitions
and interpretations


 


In this document the following
terms have the following meanings:


 


Acquisition Date means in relation to Shares acquired under the Plan by, or for the
benefit of, a Participant:


 


(a)                                  the date on which the Shares are allotted and
issued to that Participant or, in the case of Shares purchased on behalf of
that Participant, the name of that Participant is entered in the Bank’s
register of members; or


 


(b)                                 such other date as may be determined by the Board
in its discretion.


 


Application means
an application on an Application Form by an Eligible Employee to acquire Shares
under the Plan.


 


Application Form means the application form in such form as the Board may approve from
time to time.


 


ASIC means
the Australian Securities and Investments Commission.


 


ASIC Act
means the Australian Securities and Investments Commission Act 2001 (Cth).


 


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


 


Attorney means
an attorney appointed by the Participant pursuant to the power of attorney in
clause 19.


 


Australian ADI means an authorised deposit-taking institution, as defined by section 5
of the Banking Act 1959 (Cth).


 


Award
means, in relation to a Participant, the number of Shares allocated in favour of
that Participant pursuant to clause 8, having the same Acquisition Date.


 


Bank means
Westpac Banking Corporation (ABN 33 007 457 141) or any company that becomes
the holding company of Westpac Banking Corporation.


 


Board means
the board of directors of the Bank from time to time.


 

















 


Bonus Shares
means Shares to which a holder of Shares is entitled in any pro rata issue by
the Bank to holders of Shares for which no consideration is payable by the
holder.


 


Business Day
means any day other than a Saturday, Sunday or other day on which commercial
banking institutions in Sydney are authorised or required by law to be closed.


 


Change of Control occurs when a person’s voting power is more than (or will become more
than) 35% in relation to the Bank (excluding any voting power held by virtue of
acceptance under an off-market bid unless or until the bid is or becomes
unconditional.)


 


Charity
means an entity where gifts or contributions to that entity are deductible in
accordance with Division 30 of the Tax Act or any charitable organisation as
determined by the Board from time to time.


 


Class Order means
an instrument made by ASIC that exempts each person in a class of persons from
the Corporations Act, the ASIC Act or any part of either or both, or that
modifies the application of the Corporations Act, the ASIC Act or any part of
either or both in particular circumstances.


 


Constitution means
the Bank’s constitution as amended from time to time.


 


Corporations Act means the Corporations Act 2001 (Cth).


 


Disposal Restrictions means the restrictions on dealing with Shares as set out in clause 11.


 


Dual Listed Company Structure means an arrangement whereby, among other
things, two corporations have a unified management structure, but where each of
the two corporations retains its separate legal identity and existing stock
exchange listing.


 


Eligible Employee means an Employee whom the Board determines is to receive an Invitation
under the Plan. The Board may also determine at any time that an Employee who
is located in a jurisdiction where it is, in the opinion of the Board, not
reasonably practicable to invite participation in the Plan is not an Eligible
Employee and that, until the Board determines otherwise, such Employee shall
not receive an Invitation under the Plan.


 


Employee
means any person who is in full-time or part-time employment of a Group
Company.


 


Forfeited
means that a Share is subject to the forfeiture provisions in clause 10.


 


Group Company
means the Bank and any of its subsidiaries.


 


Holding Lock means
a mechanism to prevent, in accordance with clause 11.2, dealings with Shares
held by a Participant under the Plan during the Holding Lock Period with
respect to those Shares.


 


Holding Lock Period means, in relation to Shares acquired under the Plan by, or for the
benefit of, a Participant, the period from the Acquisition Date of those Shares
until the earlier of:


 


(a)                                  the tenth anniversary of the Acquisition Date,
or such other date as may be determined by the Board in its discretion;


 


(b)                                 the date on which the Participant ceases
employment within the meaning of section 139CA(3) of the Tax Act;


 

















 


(c)                                  the time of receipt by the Plan Company of a
written consent of the Board approving a Release Request made by a Participant
pursuant to clause 11.4; or


 


(d)                                 only if the Board determines in its absolute
discretion, the date on which the Participant’s employer first ceases to be a
Group Company.


 


Invitation
means an invitation to apply to acquire Shares under the Plan, subject always
to compliance with any Law.


 


Last Employment Date means, with respect to a particular Participant, the date on which:


 


(a)                                  that Participant ceases to be an Employee for
whatever reason; or


 


(b)                                 that Participant’s employer (being a company
other than the Bank) ceases to be a Group Company.


 


Law means
the law of New South Wales and the applicable law of the jurisdiction in which
an Eligible Employee is located at the time of receipt of an Invitation.


 


Listing Rules
means the listing rules of the ASX as amended from time to time.


 


Market Price means:


 


(a)                                  in relation to the allocation of Shares
acquired in On-Market Acquisitions, the average price per Share (rounded to the
nearest whole cent, with one-half of one cent being rounded down) of all Shares
so acquired by the Plan Company  for the
purposes of making that allocation to each relevant Participant; and


 


(b)                                 in relation to the allocation of Shares that
have been or are to be acquired by way of allotment and issue by the Bank to
the Plan Company for the purposes of making that allocation to each relevant
Participant:


 


(i)                                    the weighted average market price per Share of
all Shares traded on the ASX during the one week period up to and including the
day before the day on which the Shares are allocated to that Participant in
accordance with clause 8 (and for this purpose the Board may exercise a
discretion to include or exclude particular transactions from this calculation
(e.g. “specials”) as it thinks fit); and


 


(ii)                                 if no Shares are traded on the ASX during that
one week period, the price as determined by the Board.


 


(c)                                  in relation to Unallocated Shares which are
then allocated to a Participant:


 


(i)                                    where the Unallocated Shares are part of an
allocation that is to be partially satisfied out of On-Market Acquisitions of
shares, the same as the Market Price for those shares purchased on-market as
determined under paragraph (a) above; or


 


(ii)                                 in all other circumstances:


 


(A)                             the weighted average market price per Share of
all Shares traded on the ASX during the one week period up to and including the
day before the day on which the Unallocated Shares are allocated to that
Participant in accordance with clause 8 (and for this purpose the Board may
exercise a discretion to include or exclude particular


 

















 


transactions from this
calculation (e.g. “specials”) as it thinks fit); and


 


(B)                               if no Shares are traded on the ASX during that
one week period, the price as determined by the Board.


 


Minimum Parcel means the number of Shares determined by the Board from time to time.


 


On-Market Acquisition means the acquisition of Shares in the ordinary course of trading or
otherwise on a Trading Day on the ASX.


 


Participant means:


 


(a)                                  an Eligible Employee who returns a duly
completed Application Form in accordance with clause 5(a);


 


(b)                                 the legal personal representative of that
Eligible Employee where that legal personal representative, having satisfied
the requirements of the Constitution, is the shareholder named in the Bank’s
register of members; or


 


(c)                                  if, because of the Bankruptcy Act 1966 (Cth) or
equivalent legislation in any other jurisdiction, Shares (or any interests in
Shares) held under the Plan that form part of the property of an Eligible
Employee vest in the trustee of that Eligible Employee’s estate, that trustee,
whether or not the name of that trustee had been entered in the Bank’s register
of members.


 


Plan means
the Westpac Banking Corporation Restricted Share Plan.


 


Plan Company means
an entity other than a Westpac Related Body Corporate, nominated from time to
time by the Board.


 


Release Request means a duly completed request executed by a Participant in a form
approved by the Board from time to time, for permission from the Board to have
released from a Holding Lock all or a specified number (being not less than a
Minimum Parcel, unless the number of Vested Shares remaining in the Plan for
that Participant is less than a Minimum Parcel in which case the Release
Request must be in respect of all of the remaining Vested Shares) of Shares
held by that Participant under the Plan.


 


Relevant Value in relation to an Eligible Employee means the amount determined by the
Board and specified in an Invitation to that Eligible Employee.


 


Restrictions means
the restrictions on dealing with Shares as set out in clause 11 and any
other restrictions which the Board determines from time to time shall apply to
Shares offered to all or some Eligible Employees.


 


Retirement
means the voluntary cessation of employment of a Participant with a Group
Company solely by reason of that Participant having notified that Group Company
of his or her intention to permanently leave the workforce.


 


Rules means
the rules of the Plan as set out in this document.


 


Security Interest means a mortgage, charge, pledge, lien or other encumbrance of any
nature.


 


Shares
means fully paid ordinary shares in the capital of the Bank.


 

















 


Tax
includes any tax, levy, impost, deduction, charge, rate, contribution, duty or
withholding which is assessed (or deemed to be assessed), levied, imposed or
made by any government or any governmental, semi-governmental or judicial
entity or authority together with any interest, penalty, fine, charge, fee or
other amount assessed (or deemed to be assessed), levied, imposed or made on or
in respect of any or all of the foregoing.


 


Tax Act means
the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997
(Cth) or both, as the context requires.


 


Total and Permanent Disablement means that the Participant has, in the opinion
of the Board, after considering such medical and other evidence as it sees fit,
become incapacitated to such an extent as to render the Participant unlikely
ever to engage in any occupation with the Bank or any other Group Company for
which he or she is reasonable qualified by education, training or experience.


 


Trading Day
means a day on which Shares are traded on the ASX.


 


Trust Deed
means the deed poll entered into by the Trustee for the purposes of holding
money, Shares and other property on trust for Participants and other persons in
accordance with the Rules and includes any amendment to the Trust Deed.


 


Trustee means
the person or entity nominated by the Board from time to time which may hold
contributions from Group Companies and Shares on trust for the persons or
classes of persons as set out in these Rules on the terms and conditions set
out in these Rules and the Trust Deed.


 


Unallocated Shares means Shares acquired at any time:


 


(a)                                  by the Plan Company under clause 7.3(a) for the
purposes of the Plan which have not been allocated to Participants under clause
8.1;


 


(b)                                 by the Trustee under clause 8.5; and


 


(c)                                  by the Trustee under clause 10.4.


 


Unvested Shares means Shares which have not vested in accordance with clause 9.


 


Vested Shares
means Shares which have vested in accordance with clause 9.


 


Vesting Date
means, unless an Invitation to an Eligible Employee specifies otherwise, the
third anniversary of the Acquisition Date, or such other date as may be
determined by the Board in its discretion.


 


Year of Income means a period of 12 months ending on 30 June in any year and including
the period commencing on the date of commencement of this Plan and terminating
on the next 30 June and the period ending on the date of termination of the
Plan and commencing on the preceding 1 July or any other period determined by
the Board in its discretion.


 


3.                                     Interpretation


 


In this document unless the
contrary intention appears:


 


(a)                                  a gender includes all genders;


 


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


 

















 


(c)                                  a reference to any legislation or to a
provision of any legislation includes any modification or re-enactment of it,
any legislative provision substituted for it and all regulations and statutory
instruments issued under it;


 


(d)                                 headings are for convenience only and do not
affect the interpretation of these Rules;


 


(e)                                  reference to a clause or paragraph is a
reference to a clause or paragraph of these Rules, or the corresponding Rule or
Rules of this Plan as amended from time to time;


 


(f)                                    where any word or phrase is given a definite
meaning in these Rules, any part of speech or other grammatical form of that
word or phrase has a corresponding meaning;


 


(g)                                 where the time for doing any act, matter or
thing under these Rules falls on a day which is not a Business Day, it shall be
done on the next succeeding Business Day; and


 


(h)                                 terms which are defined in the Corporations Act
bear the same meaning when used in this document.


 


4.                                     Invitation
to acquire Shares


 


4.1                              Issue


 


In its absolute discretion and
subject to these Rules, the Board may from time to time issue or cause to be
issued Invitations on behalf of the Bank to Eligible Employees. The Board may
further determine that those Invitations be made on a differential basis to
Eligible Employees, different classes of Eligible Employees or to Eligible
Employees within the same class, as the case may be.


 


4.2                              Form of Invitation


 


(a)                                  An Invitation may take any form determined by
the Board from time to time and must specify or include the following
information:


 


(i)                                    the date of the Invitation;


 


(ii)                                 the name of the Eligible Employee to whom the
Invitation is made;


 


(iii)                              the Relevant Value in respect of each Employee;


 


(iv)                             the Vesting Date;


 


(v)                                the Disposal Restrictions which will attach to
the Shares acquired by the Eligible Employee;


 


(vi)                             the time period in which to make an Application
in respect of the Invitation; and


 


(vii)                          any other material terms and conditions
required by any Law and any relevant Class Order and any other terms and
conditions applicable to the Invitation including the requirement that the
Eligible Employee must


 

















 


continue
to be and remain an Eligible Employee on the date that Shares are allocated
under clause 8.


 


(b)                                 Eligible Employees will be issued an
Application Form and such explanatory and other material in respect of the Plan
as the Board considers appropriate, or as is required by Law and any relevant
Class Order.


 


(c)                                  An Application Form and other material for the
purpose of this clause 4.2 may be in electronic form, in which case references
in these Rules to completing and submitting an Application Form will, subject
to the Constitution, the Law and any Class Order be taken to be satisfied by
the completion and submission of information in electronic form in any manner
specified in the Application Form.


 


4.3                              Share Price


 


Unless otherwise determined by
the Board, an Eligible Employee will not be required to make any payment to
acquire Shares granted by the Bank under the Plan.


 


5.                                     Application
for Shares


 


(a)                                  An Eligible Employee who receives an Invitation
may only make an Application by submitting a duly completed Application Form in
respect of the total Relevant Value specified in the Invitation within the time
period and as otherwise specified in the Invitation.


 


(b)                                 If, on submitting the duly completed
Application Form in accordance with paragraph (a) of this clause 5, the
Eligible Employee’s employment or appointment with the Group Company has not
ceased, he or she:


 


(i)                                    becomes a Participant;


 


(ii)                                 irrevocably offers to acquire Shares under the
Plan in accordance with the terms of the Invitation, and


 


(iii)                              agrees to become a member of the Bank and to be
bound by the terms of the Invitation and by these Rules.


 


6.                                     Methods
of Share Acquisition


 


Shares may be acquired for the
purposes of the Plan:


 


(a)                                  by way of allotment and issue of Shares by the
Bank to the Participant; or


 


(b)                                 by the Plan Company making an On-Market
Acquisition.


 


7.                                     Acquisition
of Shares by the Plan Company


 


7.1                              Directions by the Board


 


Subject to these Rules, the
Listing Rules, the Constitution, the Trust Deed and any relevant Law or Class
Order, the Plan Company and the Trustee must comply with any direction given to
it by the Board as to the operation of the Plan.


 

















 


7.2                              Payment of contributions


 


Any Group Company may pay to
the Plan Company contributions in each case as determined by the Board from
time to time, within a reasonable time period before or after acquisition of
Shares to be used for the purposes of the Plan.


 


7.3                              Use of contributions


 


(a)                                  Upon receipt of contributions from a Group
Company, the Plan Company must use such contributions to acquire Shares (and to
meet any costs associated with such acquisitions) for Participants within a
reasonable period, unless the Plan Company has already acquired Shares in
advance of receiving the contributions in which case it may use the
contributions to reimburse itself for the purchase or subscription price for
the Shares and any costs associated with the acquisition.


 


(b)                                 Pending the payment of contributions to the
Plan Company for the purposes of acquiring Shares in respect of a Participant,
the Bank shall ensure that an amount equal to the amount required for the
acquisition of Shares is held in a trust account conducted by the Bank with
itself or with some other Australian ADI solely for the purposes of the Plan. Moneys
deposited in that account shall not earn any interest.


 


(c)                                  Any surplus contributions will be applied by
the Plan Company towards the costs of administering the Plan or if so directed
by the Board will be transferred to the Trustee for the purposes of the trust
established under the Trust Deed.


 


(d)                                 Any money held by the Plan Company at the end
of a Year of Income shall be applied by the Plan Company, if so directed by the
Board, in whole or in part for the benefit of


 


one
or more of the following beneficiaries as nominated by the Board:


 


(A)                             an employee share or option plan, scheme or
trust established and maintained by any Group Company for the benefit of all or
any Employees;


 


(B)                               a provident, superannuation or retirement fund
established and maintained by any Group Company for the benefit of all or any
Employees;


 


(C)                               a plan, scheme or trust established and
maintained by any Group Company for the benefit of all or any Employees; or


 


(D)                              any Charity.


 


8.                                     Allocation
of Shares


 


8.1                              Allocation to Participants


 


(a)                                  Each Participant, who continues to be an
Employee as at the date on which Shares are allocated under this Plan, shall be
allocated such number of Shares as is determined in accordance with the
following formula:


 

















 


	
  Number of Shares =

  	
  Relevant
  Value

  	
   

  
	
  Market
  Price

  	
   

  



 


(b)                                 Where the number of Shares to be allocated
under paragraph (a) of this clause 8.1 is not a whole number, the number shall
be rounded down to the nearest whole number.


 


(c)                                  Each Participant agrees that the transfer of
any Shares to the Participant by the Trustee or Plan Company or the
registration of any Shares in the name of the Participant at the direction of
the Trustee or the Plan Company satisfies any right of the Participant to be
allocated an equivalent number of Shares under paragraph (a) of this clause 8.1
and discharges any obligation of the Bank to make such allocation.


 


8.2                              Registered holder


 


Shares acquired for a
Participant pursuant to an Invitation are to be registered in the name of the
Participant.


 


8.3                              Identification of funds


 


The Plan Company is not
required to identify any Shares it acquires under the Plan with any particular
funds it receives from any Group Company in respect of any Participant, but
must allocate the Shares purchased among the relevant Participants as
determined by the Board.


 


8.4                              Non-acceptance of Application


 


(a)                                  In the event that the Bank does not, under
clause 8.1, allocate Shares to a Participant, the Bank shall:


 


(i)                                    provide notification to that Participant that
it does not wish to accept that Participant’s Application in relation to those
Shares; and


 


(ii)                                 undertake any other action as it sees fit.


 


(b)                                 If paragraph (a) of this clause 8.4 applies to
a Participant, the Invitation to that Participant, and the Application by that
Participant in relation to that Invitation, shall be deemed never to have been
made.


 


8.5                              Error in Allocation


 


If any Share is allocated
under this Plan in error or by mistake to a person (the Mistaken Recipient)
who is not the intended recipient of that Share, the Mistaken Recipient shall
have no right or interest, and shall be taken never to have had any right or
interest, in that Share and shall hold that Share absolutely for the benefit of
the Trustee. Each Participant irrevocably appoints each officer of the Plan
Company as the Attorney of the Participant to execute and deliver any
instrument of transfer or other document necessary or desirable to effect such
a transfer from the Mistaken Recipient to the Trustee. The Plan Company is
required to execute the instrument of transfer within a reasonable period of
time.


 

















 


8.6                              Unallocated Shares


 


If, after allocating Shares to
Participants under clause 8.1 , there remains Unallocated Shares, the Plan
Company shall transfer Unallocated Shares to the Trustee and the Trustee shall,
if so directed by the Board:


 


(a)                                  allocate those Unallocated Shares to one or
more Eligible Employees as nominated by the Board from time to time;  or


 


(b)                                 (i)                                   transfer those Unallocated Shares;


 


(ii)                                 sell those Unallocated Shares and distribute
the net sale proceeds;  or


 


(iii)                              undertake any combination of paragraph (i) or
paragraph (ii),


 


to
one or more of the following beneficiaries as nominated by the Board:


 


(iv)                             an employee share or option plan, scheme or
trust established and maintained by any Group Company for the benefit of all or
any Employees;


 


(v)                                a provident, superannuation or retirement fund
established and maintained by any Group Company for the benefit of all or any
Employees;


 


(vi)                             a plan, scheme or trust established and
maintained by any Group Company for the benefit of all or any Employees;  or


 


(vii)                          any Charity; 
or


 


(c)                                  undertake any combination of paragraphs (a) and
(b) .


 


9.                                     Vesting
of Shares


 


9.1                              Vesting Date


 


Except as provided in clauses
9.2 to 9.4 inclusive, on the Vesting Date a Participant’s Shares held under
this Plan become Vested Shares, unless prior to the Vesting Date, the Shares
are Forfeited in accordance with clause 10.


 


9.2                              Death, Total and Permanent
Disablement or Retirement


 


If a Participant who holds
Unvested Shares ceases to be an Employee as a result of his or her death or
Total and Permanent Disablement or Retirement, all the Participant’s Unvested
Shares held under this Plan become Vested Shares on the Last Employment Date.


 


9.3                              Retrenchment or employer
ceases to be a Group Company


 


If a Participant holds
Unvested Shares and


 


(i)                                    ceases to be an Employee as a result of the
retrenchment of that Participant; or


 


(ii)                                 that Participant’s employer (being a company
other than the  Bank) ceases to be a
Group Company,


 


only that number of Unvested
Shares calculated in accordance with the following formula will become Vested
Shares on the Last Employment Date:


 

















 


	
  X =

  	
  A x B

  	
   

  
	
  C

  	
   

  



 


Where:


 


X                                     is the number of Shares which will vest;


 


A                                      is the number of Unvested Shares comprised in
an Award held by the Participant under the Plan;


 


B                                      is the number of days from and excluding the
Acquisition Date of the Unvested Shares in the relevant Award up to and
including the Last Employment Date or such other date as the Board may
determine;


 


C                                      is the number of days from and excluding the
Acquisition Date of the Unvested Shares in the relevant Award up to and
including the Vesting Date,


 


with all other Unvested Shares
held subject to this Plan being Forfeited in accordance with clause 10.4 on
that Participant’s Last Employment Date.


 


Where the number of Shares to
become Vested Shares under this clause 9.3 is not a whole number, the number
shall be rounded down to the nearest whole number.


 


9.4                              Change of Control


 


Where there is publicly
announced any proposal (whether by takeover bid, scheme of arrangement or
otherwise but excluding a proposal for a Dual Listed Company Structure) in
relation to the Bank which the Board reasonably believes may lead to a Change
of Control, the Board shall, notwithstanding any other provisions of these
Rules or the Shares held by each Participant, notify (the day of such notice
being the Notice Date)
each Participant in writing that the number of Shares calculated in accordance
with the following formula have become Vested Shares on the Notice Date:


 


	
  X =

  	
  A x B

  	
   

  
	
  C

  	
   

  



 


Where:


 


X                                      is the number of Shares which will vest;


 


A                                      is the number of Unvested Shares comprised in
an Award and held by the Participant on the Notice Date;


 


B                                      is the number of days from and excluding the
Acquisition Date of the Unvested Shares in the relevant Award up to and
including the Notice Date; and


 


C                                      is the number of days from and excluding the
Acquisition Date of the Unvested Shares in the applicable Award up to and
including the Vesting Date,


 

















 


with all other Unvested Shares
held subject to this Plan being Forfeited in accordance with clause 10.4 on the
Notice Date.


 


Where the number of Shares to
become Vested Shares under this clause 9.4 is not a whole number, the number
shall be rounded down to the nearest whole number.


 


9.5                              Shares forfeited under clause
10


 


For the purpose of clauses 9.1
to 9.4 included a Participant will be taken not to hold any Unvested Shares
which are Forfeited under clause 10, even if at the relevant time those Shares are
still registered in the name of the Participant.


 


10.                              Forfeiture
of Shares


 


10.1                       Breach, Fraud or Dishonesty


 


Unless the Board determines
otherwise, a Participant forfeits any right or interest in Shares (irrespective
of whether the Shares have vested) held by that Participant at that time under
the Plan subject to a Holding Lock if, in the opinion of the Board, the
Participant has acted fraudulently or dishonestly or is or has been in material
breach of his or her obligations to any Group Company.


 


10.2                       Resignation or Dismissal


 


If a Participant ceases to be
an Employee as a result of his or her resignation or dismissal all Unvested
Shares held by the Participant under the Plan will be Forfeited on the Last
Employment Date, unless the Board in its absolute discretion determines that a
Participant who has resigned or has been dismissed is entitled to have some
Shares treated as Vested Shares, in which event those Vested Shares will not be
Forfeited.


 


10.3                       Retrenchment, employer ceases
to be a Group Company or Change of Control


 


Subject to clauses 9.3 and
9.4, all Unvested Shares held by the Participant will be Forfeited on the Last
Employment Date or the Notice Date (as applicable).


 


10.4                       Forfeiture Mechanism


 


Unless the Board determines
otherwise:


 


(a)                                  any Shares or right or interest in Shares
Forfeited by a Participant under this clause 10 will, upon forfeiture, be
transferred by an Attorney on behalf of that Participant to the Trustee;


 


(b)                                 the Trustee must deal with those Shares as
Unallocated Shares in accordance with the provisions of clause 8.6; and


 


(c)                                  the Trustee will pay to that Participant the
sum of $1.00 for all the Shares Forfeited under this clause 10.4.


 

















 


11.                              Restrictions
on dealing with Shares


 


11.1                       Application of Holding Lock


 


A Holding Lock will be applied
by the Bank to all Shares held by a Participant under the Plan for the duration
of the Holding Lock Period and the Participant:


 


(a)                                  agrees that the Shares so held by the
Participant will be subject to a Holding Lock for the duration of the Holding
Lock Period; and


 


(b)                                 undertakes not to make a Release Request (or
permit or authorise another person to do so) unless the Shares have become
Vested Shares.


 


The Board has an absolute
discretion as to whether or not a Release Request made by a Participant will be
approved and any such approval may be granted subject to one or more
conditions.


 


11.2                       Holding Lock restrictions


 


While subject to a Holding
Lock, Shares acquired and held under the Plan by or for the benefit of a
Participant cannot be transferred by the Participant and the Participant must
not grant (or purport to grant) any Security Interest in or over or otherwise
dispose of or deal with (or purport to otherwise dispose or deal with) any
Shares acquired under the Plan or any interest in any Shares acquired under the
Plan held by the Participant.


 


11.3                       Enforcement by Board


 


The Board shall be entitled to
prescribe, take and enforce such action, steps or arrangements as it considers
necessary, desirable or appropriate to enforce or give further effect to the
provisions of clauses 11.1 and 11.2  so
as to ensure the Disposal Restrictions are satisfied.


 


11.4                       Release from Holding Lock


 


Subject to clause 8.5, a
Participant shall be entitled at any time to submit a Release Request to the
Board in respect of any Vested Shares. If a Release Request by a Participant is
approved by the Board, the Board shall release those Vested Shares from the
Holding Lock within a reasonable period from the date of receipt of the Release
Request. In relation to any Shares which are Vested Shares, the Board shall be
entitled to release the Vested Shares from a Holding Lock without having
received a Release Request from a Participant and may remove those Shares from
the Plan.


 


12.                              Rights
attaching to Shares


 


12.1                       Ranking and Listing


 


(a)                                  A Participant is entitled to receive any
dividend or other distributions paid or made on Shares (including Vested Shares
and Unvested Shares) held by that Participant under the Plan. This applies
notwithstanding the application of a Holding Lock.


 

















 


(b)                                 If Shares are allotted or issued under this
Plan, they will, from the Acquisition Date, rank equally with all other issued
Shares. The Bank will apply for official quotation of these Shares on each
stock exchange on which Shares are quoted.


 


12.2                       Voting rights


 


A Participant may exercise any
voting rights attaching to the Shares (including Vested Shares and Unvested
Shares) held by that Participant under the Plan, or may appoint a proxy to
represent and vote for him or her, at any meeting of the members of the Bank. This
applies notwithstanding the application of a Holding Lock.


 


12.3                       Bonus Shares


 


(a)                                  Any Bonus Shares in respect of Shares (the Original Shares)
that, at the closing date for determining entitlements to those Bonus Shares,
are allocated to that Participant under the Plan and registered in the name of
that Participant, shall also be held by that Participant under the Plan and be
subject to a Holding Lock.


 


(b)                                 Bonus Shares shall be deemed to be subject to
the same Restrictions for the purposes of the Plan as if they were the Original
Shares and shall be treated as Unvested Shares unless and until the Original
Shares are Vested Shares.


 


(c)                                  The Plan Company will not sell the Bonus Shares
or transfer them to the Participant unless the Plan Company sells or transfers
the Original Shares.


 


12.4                       Rights Issues


 


A Participant is entitled to:


 


(a)                                  participate in any pro rata rights issue of
Shares made to existing Shareholders by the Bank in respect of Shares held
under the Plan; and


 


(b)                                 sell any renounceable rights acquired in
respect of Shares held by the Participant under the Plan.


 


13.                              Commencement
and termination


 


13.1                       Commencement


 


The Plan takes effect from the
date of resolution by the Board adopting the Plan or as such later date as may
be specified by the Board in that resolution.


 


13.2                       Termination and Suspension


 


The Board may terminate or
suspend the operation of the Plan at any time by resolution of the Board,
provided that in the case of termination all Shares then subject to a Holding
Lock shall be released from the Holding Lock on the date of termination or on
such other date specified in that resolution.


 

















 


14.                              Administration
of the Plan


 


(a)                                  The Plan shall be administered by the Board
which shall have power to delegate to any one or more persons (including, but
not restricted to a committee of the Board) for such period and on such
conditions as the Board may determine the exercise of its powers or discretions
arising under the Plan.


 


(b)                                 The Board may at any time and from time to
time:


 


(i)                                    give directions to any one or more persons
appointed under paragraph (a) of this clause 14 as to the manner of the
exercise of any discretions under these Rules or the Plan; and


 


(ii)                                 amend any of those directions,


 


and where the Board has given
such a direction, the person or persons (as the case may be) must exercise the
relevant discretion in accordance with that direction.


 


(c)                                  The Board shall have power to:


 


(i)                                    determine appropriate procedures for
administration of the Plan consistent with the provisions of these Rules; and


 


(ii)                                 resolve conclusively all questions of fact or
interpretation and all calculations arising in connection with the Plan.


 


(d)                                 The Board may at any time appoint or engage
specialist service providers for the operation and administration of the Plan.


 


(e)                                  The Board shall ensure a complete register of
Participants is maintained to facilitate efficient management and
administration and to comply with regulatory reporting requirements.


 


15.                              Amendment
of the Plan


 


15.1                       By the Board


 


Subject to clause 15.2, the
Board may at any time and from time to time by resolution:


 


(a)                                  amend all or any of these Rules or all or any
of the rights or obligations of the Participants or any of them; and


 


(b)                                 formulate (and subsequently amend) special
terms and conditions, in addition to those set out in these Rules, to apply to
Participants employed in, resident in, or who are citizens of, countries other
than Australia. Each of such sets of special terms and conditions shall be
restricted in its application to those Participants employed in, resident in,
or who are citizens of the foreign country or countries specified by the Board,
and may be revoked, added to or varied under paragraph (a) of this clause 15.1.


 

















 


15.2                       Listing Rules


 


The Board’s exercise of its
powers under clause 15.1 is subject to any restrictions or procedural
requirements relating to the amendment of the rules of an employee incentive
scheme imposed by the Listing Rules and applicable to the Plan or the Shares,
as the case may be, unless those restrictions or requirements are relaxed or
waived by the ASX or any of its delegates either generally or in a particular
case or class of cases and either expressly or by implication.


 


16.                              Issue
limitations


 


(a)                                  The total number of unissued Shares which may
be offered at any time to Eligible Employees under the Plan shall not exceed
the maximum permitted under any Class Order providing relief from the
prospectus regime of the Corporations Act to ensure compliance with such Class
Order.


 


(b)                                 Shares may not be offered under the Plan to an
Eligible Employee to the extent that, immediately following acceptance of the
Shares, either the Eligible Employee would hold a legal or beneficial interest
in more than five percent (5%) of the Shares or would be in a position to cast,
or control the casting of, more than five percent (5%) of the maximum number of
votes that might be cast at a general meeting of the Bank.


 


17.                              Law,
Listing Rules and the Constitution


 


The Rules and all offers and
issues of Shares under the Plan are subject to the Law, the Listing Rules and
the Bank’s Constitution, each as in force from time to time.


 


18.                              Rights
of Participants


 


Nothing in these Rules:


 


(a)                                  confers on any Eligible Employee or Participant
the right to continue as an employee of any Group Company;


 


(b)                                 confers on any Employee the right to become or
remain an Eligible Employee or to participate under the Plan;


 


(c)                                  affects any rights which a Group Company may
have to terminate the employment of an Eligible Employee or Participant;


 


(d)                                 may be used to increase damages in any action
brought against any Group Company in respect of any such termination and a
Participant shall waive any and all rights to compensation or damages in
consequence of any such termination in so far as those rights arise or may
arise from that Participant ceasing to have rights to any Shares under the Plan
as a result of termination; or


 


(e)                                  confers any responsibility or liability on any
Group Company or its directors, officers, employees, representatives or agents
in respect of any taxation liabilities


 

















 


of the Eligible Employees or
Participants at any time whether before or after termination of the Plan.


 


19.                              Attorney


 


(a)                                  Each Participant, in consideration of being
entitled to participate in the Plan as an Eligible Employee provides a power of
attorney on the terms set out in this clause 19.


 


(b)                                 For valuable consideration, each Participant
irrevocably appoints the Plan Company and each officer or employee of the Plan
Company from time to time  (each an Attorney), severally
as the Attorney of the Participant to:


 


(i)                                    execute and deliver any instrument of transfer
or other document necessary or desirable to effect any transfer of Shares on
behalf of the Participant under the Rules; and


 


(ii)                                 do all acts or things on behalf of and in the
name of the Participant which may be convenient or necessary for the purpose of
giving effect to the Rules.


 


(c)                                  The Attorney may delegate his or her powers
(including this power) and revoke such delegation.


 


(d)                                 An Attorney may exercise his or her power even
if doing so involves a conflict of interest.


 


(e)                                  If requested by the Plan Company or an
Attorney, the Participant must formally approve anything that the Attorney may
do under this clause 19.


 


(f)                                    The Participant indemnifies the Attorney
against each claim, action, proceeding, judgement, damage, cost, loss, expense
or liability incurred or suffered by or brought or made or recovered against
the Attorney in connection with the exercise of any of the powers and
authorities conferred by this  power of
attorney.


 


(g)                                 The exercise by the Attorney of the powers and
authorities conferred by this power of attorney does not involve any assumption
by the Attorney, or any body which he or she is a partner or employed, of
personal liabilities in connection with the exercise of the powers and
authorities or the consequences of doing so.


 


(h)                                 The Participant authorises the Attorney to
exercise the powers and authorities conferred by this power of attorney even if
it involves a conflict of duty or the Attorney (or a person they know) have a
personal interest in doing so.


 


(i)                                     This power of attorney is intended to have
effect as a deed.


 

















 


20.                              General


 


20.1                       Advice


 


Eligible Employees should
obtain their own independent advice on the financial, taxation and other
consequences to them of or relating to participation in the Plan, the
acquisition of Shares under the Plan and the subsequent disposal of those
Shares.


 


20.2                       Relation of the Bank, Plan
Company, Trustee and Participants


 


(a)                                  Except when acting as an Attorney, the Plan
Company acts as principal in relation to the Plan and not as an agent of the
Bank or of Participants.


 


(b)                                 The Trustee acts as trustee on the terms and
conditions set out in the Trust Deed and these Rules in respect of Unallocated
Shares.


 


(c)                                  When acquiring or  arranging for the issue or allocation of
Shares and when acquiring and dealing with Unallocated Shares, but not
otherwise, the Plan Company acts as trustee for the relevant Participant until
such time as those Shares have been acquired, allocated to that Participant or
the Trustee and registered in the Participant’s or Trustee’s name. All other
fiduciary obligations or duties of the Plan Company to any Participant that
might otherwise be implied or imposed by law or equity are expressly excluded
to the extent permitted by law, including without limitation any such
obligation or duty arising under any statute.


 


(d)                                 The Plan Company is not a trustee for the Bank
or, except as provided by paragraph (b) of this clause 20.2, any Participant.


 


(e)                                  The Bank does not have any entitlement to
Shares or other property held by the Trustee under the terms of the Trust Deed.


 


20.3                       Costs and Expenses


 


With the exception of Taxes
that may be levied on the Plan Company or the Trustee in respect of the
acquisition of Shares on behalf of Participants under this Plan (allocated to
relevant Participants in such proportion as the Board in its discretion
determines), a Participant will not be liable for any costs incurred by the
Plan Company or the Trustee in connection with the implementation and
administration of the Plan (including without limitation brokerage and GST on
brokerage) unless the Board in its discretion determines otherwise. If the
Board so determines, the Board must inform the Participant prior to allocating
any expense or Taxes to a Participant.


 


Subject to the preceding
paragraph, the Bank will pay all expenses, costs and charges in relation to the
establishment, implementation and administration of the Plan, including all
costs incurred in or associated with the allotment and issue or purchase of
Shares (except for brokerage and Taxes which are allocated to Participants) for
the purposes of the Plan.


 


20.4                       Notices


 


Any notice, direction, consent
or other communication (a Notice)
given or made under these rules:


 

















 


(a)                                  is validly given if it is handed to the
addressee, faxed at the fax number last notified by that person, emailed to the
last email address notified by that person, or posted prepaid post  (first class airmail if to an overseas
address) to the last known address of the addressee;


 


(b)                                 must be in writing and signed by the sender or
a person duly authorised by the sender and if sent by e-mail:


 


(i)                                    the Notice must be signed by a person clearly
authorised by the sender in a manner which complies with the electronic
signature guidelines; and


 


(ii)                                 the sender must keep an electronic and a
printed copy of the Notice sent;


 


(c)                                  except as provided in paragraph (d) below, will
be taken to be duly given or made:


 


(i)                                    in the case of delivery in person, when
personally received;


 


(ii)                                 in the case of delivery by post, three Business
Days after the date of posting (if posted to an address in the same country) or
seven business days after the date of posting (if posted to an address in
another country);


 


(iii)                              in the case of fax, on receipt by the sender of
a transmission control report from the despatching machine showing the relevant
number of pages and the correct destination fax number or name of recipient and
indicating that the transmission has been made without error; and


 


(iv)                             in the case of email complying with paragraph
(b), on the first to occur of:


 


(A)                             receipt by the sender of an email
acknowledgement from the recipient’s information system showing that the Notice
has been delivered to the email address stated above;


 


(B)                               the time that the Notice enters an information
system which is under the control of the recipient; and


 


(C)                               the time that the Notice is first opened or
read by an employee or officer of the recipient,


 


but if the result is that a
Notice would be taken to be given or made on a day that is not a Business Day
in the place to which the Notice is sent or is later than 5pm (local time) it
will be taken to have been duly given or made at the start of business on the
next Business day in that place; and


 


(d)                                 in the case of any Application Form or a
Release Request, that application or request will not be taken to have been
received by or on behalf of the Bank until it is actually received by the Bank
at the address nominated from time to time by the Board or, if the terms of an
Application Form or Release Request permit it to be submitted in electronic
form, then that Application Form or Release Request will not be taken to have been
received by or on behalf of the Bank until all conditions specified by the
Board from time to time for the submission of that Application Form or Release
Request have been satisfied.


 

















 


20.5                       Dispute


 


Any disputes or differences of
any nature arising under the Plan shall be referred to the Board and its
decision shall be final and binding in all respects.


 


20.6                       Governing Law


 


This Plan and the rights of
Participants under its Rules are governed by the laws in force in New South
Wales.