Exhibit
4(c)3


 


Access and Indemnity Deed


 


[Date]


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BETWEEN:
  

  	
   

  	
  WESTPAC
  BANKING CORPORATION ABN 33 007 457 141 of 275 Kent Street, Sydney NSW 2000
  (the “company”) 

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  [insert
  name] (“Director”)

  



 

















 


ACCESS AND INDEMNITY DEED


 


DATED:


 


	
  BETWEEN:

  	
   

  	
  WESTPAC BANKING CORPORATION  ABN 33 007
  457 141 of 275 Kent Street, Sydney NSW 2000 (the “company”)

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  [insert
  name of director]  (“Director”)

  



 


RECITALS


 


	
  A.

  	
   

  	
  The Director is a
  director of the company.

  
	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  It is a condition of
  the Director agreeing to act or to continue to act as a director of the
  company that the company formally indemnify the Director and grant the
  Director access to Board Papers and to provide other benefits on the terms of
  this deed.

  
	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  The company considers
  it reasonable in the circumstances and in the best interests of the Company
  to so indemnify the Director and to grant the Director access to Board Papers
  and to provide, as and when necessary, the other benefits under this deed
  when the necessary conditions set out in this deed are satisfied.

  



 


OPERATIVE
PROVISIONS


 


	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In this deed, unless a
  contrary intention appears:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Access Period” means the period commencing on the
  date of this deed and ending on the seventh anniversary of the date on which
  the Director ceases to hold office as a director of the company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Act” means any actual or alleged act,
  error, statement, misstatement, misleading statement, omission, neglect or
  breach of duty made, committed or attempted by the Director (either alone or
  jointly with one or more other persons) relating to, involving, arising out
  of or in any way connected to the conduct of the Director as a director of
  the company or any Related Body Corporate of the company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Board Papers” means all information in tangible form
  provided to the Director during the Director’s period in office including
  board papers, submissions, minutes, letters, memoranda, board committee and
  sub-committee papers and other documents, or copies thereof, provided to the
  Director that are referred to in any of those documents during the time that
  the Director is a director of the company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Business Day” means any day other than Saturday,
  Sunday or public holiday on which Australian banks are open for business in
  Sydney, New South Wales.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Business Hours” means the hours between 9.00am and
  5.00pm, on a Business Day.

  



 


2

















 


	
   

  	
   

  	
  “Claim” means any legal proceedings (whether civil
  or criminal), any administrative proceedings, any arbitral proceedings, any
  mediation or other form of alternative dispute resolution (whether or not
  held in conjunction with any legal, administrative or arbitral proceedings)
  or any investigation or inquiry by any Regulatory Authority or External
  Administrator relating to, involving, arising out of or in any way connected
  with any Act, or any written or oral threat, complaint or demand that might
  reasonably result in the Director apprehending that any such proceedings,
  investigation or inquiry might be initiated.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Constitution” means the constitution of the company
  in force from time to time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Director’s Adviser” means a person or firm engaged by the
  Director to give legal advice to the Director.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “External Administrator” means a liquidator, provisional
  liquidator or controller or an administrator.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Permitted Purposes” means:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  use in relation to a
  Claim:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  to which the Director
  is subject or a party; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  that the Director
  proposes in good faith to bring; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  that the Director has
  reason to believe will be brought against the Director (but not necessarily
  solely against the Director); or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  such other purpose
  determined by the board of directors of the company in their discretion as
  being in the best interests of the company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Privileged Documents” means any Board Papers in respect of
  which legal professional privilege applies solely in favour of the company,
  jointly in favour of the company and the Director or, as the case may be,
  jointly in favour of the Director and one or more other directors of the
  company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Regulatory Authority” means the Australian Securities and
  Investments Commission, the Australian Prudential Regulation Authority, a
  department of any Australian government, a public authority, or an
  instrumentality or agency of the Crown in right of the Commonwealth, in right
  of a State or in right of a Territory or the equivalent of any of them in any
  other jurisdiction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Related Body Corporate” has the meaning given to that
  expression in section 9 of the Corporations Act 2001(Cth).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Interpretation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Headings are for
  convenience only and do not affect interpretation. The following
  rules of interpretation apply unless the context requires otherwise:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
   

  	
  the singular includes the plural and conversely;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  a gender
  includes all genders;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
  where a word or phrase  is defined,
  its other grammatical forms have a corresponding meaning;

  
										



 


3

















 


	
   

  	
   

  	
  (d)

  	
   

  	
  a reference to a person  includes a
  body corporate, an unincorporated body or other entity and conversely and, in
  the case of a natural person, includes a reference to that person’s personal
  representatives, executors, administrators and successors;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
  a reference to a clause, paragraph, schedule or annexure
  is to a clause of, a paragraph of, a schedule to or an annexure to, this deed
  and a reference to this deed includes any schedules and annexures;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)

  	
   

  	
  a reference to any agreement or document is to that agreement or document as
  amended, novated, supplemented, varied or replaced from time to time, except
  to the extent prohibited by this deed;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)

  	
   

  	
  a reference to any legislation or to any 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;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)

  	
   

  	
  a reference to a specific time  for
  the performance of an obligation is a reference to that time in the State,
  Territory or other place where that obligation is to be performed;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
   

  	
  a reference to writing  includes
  typewriting, printing, lithography, photography and any other method of
  representing or reproducing words, figures or symbols in a permanent and
  visible form;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)

  	
   

  	
  mentioning anything
  after include, includes or including does not limit what else might be included;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (k)

  	
   

  	
  where the day on or by
  which any sum is payable under this deed or any act, matter or thing is to be
  done is a day other than a Business Day such sum shall be paid and such act,
  matter or thing shall be done on the next succeeding Business Day;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (l)

  	
   

  	
  a word or phrase
  defined in the Corporations Act 2001(Cth) has
  the same meaning when used in this deed;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (m)

  	
   

  	
  a reference to an
  article of the Constitution is a reference to
  that article as at the date of this deed and includes any variation of or
  amendment to that article and any provision in substitution of that article ;
  and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (n)

  	
   

  	
  any reference to the
  Director ceasing to hold office shall be construed as not including any
  retirement of the Director if, being eligible and offering himself or herself
  for re-election, the Director is re-elected at the annual general meeting at
  which the Director retired in accordance with the Constitution.

  



 


	
  2.

  	
   

  	
  ACCESS UNDERTAKING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  The company agrees
  that:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
   

  	
  it will maintain, at
  the registered office of the company or at such other place as may be
  notified in writing to the Director, a copy of a complete set of Board Papers
  in chronological order, on behalf of all present and future directors of the
  company, in suitable secure custody;

  
							



 


4

















 


	
   

  	
   

  	
  (b)

  	
   

  	
  subject to this deed,
  the Director or any Director’s Adviser will, during Business Hours, be
  entitled to access the Board Papers upon request by the Director and there
  will be made available to the Director upon request, a copy of any of those
  Board Papers;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
  if any Board Paper to
  which the Director requires access or a copy is a Privileged Document, the
  company will notify the Director that the privilege exists and of the general
  nature of acts or omissions that could cause that privilege to be waived,
  extinguished or otherwise lost;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
  if, before the end of
  the Access Period, a Regulatory Authority or External Administrator commences
  any investigation or inquiry into events that occurred in relation to the
  company or any Related Body Corporate of the company whilst the Director held
  office, the company agrees to retain the Board Papers until:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (i)            the end of the Access Period;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (ii)           the company becomes aware or is
  notified by the Regulatory Authority or External Administrator that the
  investigation or inquiry has been concluded;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (iii)          if there is any Claim following, or
  otherwise relating to, the investigation or inquiry or any subject matter of
  the investigation, the company is aware or notified of the adjudication,
  settlement or compromise of that Claim,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  whichever is the latest
  to occur;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
  subject to this deed,
  the Director will be entitled, upon request, to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (i)            access the Board Papers kept in
  accordance with this clause 2; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (ii)           have made available to him or her, at
  no cost, a copy of any such Board Papers;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)

  	
   

  	
  if:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (i)            the Director requests in writing,
  giving reasons for the request, that the company retain the Board Papers for
  a specified period in excess of the Access Period; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (ii)           the company’s board of directors
  considers, having regard to the reasons given by the Director, that the
  request is reasonable and in the best interests of the company to do so,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The company will retain
  the Board Papers for an additional period in excess of the Access Period
  (which additional period will be determined by the board of directors of the
  company in its absolute discretion), whether or not the Director is still a
  director of the company at the time the request is made;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)

  	
   

  	
  subject to this deed,
  if the company accedes to a request under paragraph (f), the Director will be
  entitled to access the Board Papers retained in accordance with that
  paragraph upon request and there will be made available to the Director upon
  request, at no cost, a copy of any of those Board Papers;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)

  	
   

  	
  the entitlements of the
  Director referred to in paragraphs (b), (e), (f) and (g):

  



 


5

















 


	
   

  	
   

  	
   

  	
  (i)

  	
   

  	
  will exist even if at
  the time of the request, the Director is no longer a director of the company,
  but will cease upon expiry of the later of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (A)

  	
  the last day of the
  Access Period; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (B)

  	
  the last day of the
  additional period determined in accordance with paragraph (f); and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
   

  	
  are subject to the
  access and provision of copies to the Director being (or being in the opinion
  of the board of directors of the company) for Permitted Purposes.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Nothing in clause 2.1
  limits or restricts any other right the Director may have of access to Board
  Papers or other books and records of the company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  DIRECTOR’S UNDERTAKING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Director covenants
  with the company:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)           to observe at all times the same duties
  of confidentiality to 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 any Director’s Adviser;
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)           subject to paragraph (b), Board Papers
  or those parts of Board Papers relating to or connected with any Claim
  (including by the company) to third parties connected with or involved with
  such Claim.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)           in respect of any Board Papers which
  are Privileged Documents, that the Director will not waive the privilege or
  do any act or thing or omit to do any act or thing which will cause or result
  in that privilege being waived, extinguished or otherwise lost without the
  prior written consent of the company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  INDEMNITY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Subject to clause 4.6,
  the company covenants with the Director to indemnify the Director, to the
  fullest extent permitted by law in accordance in all respects with article 19
  of the Constitution (or the equivalent articles in force from time to time)
  as if the Director remained at all times a director of the company (whether
  or not this be the case).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Subject to clause 5.7,
  if the Director becomes liable to pay any amount for which the Director is or
  is entitled to be indemnified under this deed, the company must indemnify the
  Director by paying that amount to the person to which that amount is due
  within 30 days of the date on which the Director provides evidence
  satisfactory to the company that the Director is liable to pay that amount
  and is entitled to be indemnified under this deed.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  It is not necessary for
  the Director to incur any expense or make any payment before enforcing the
  right of indemnity under clause 4.1.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Subject to this deed,
  the indemnification provided under clause 4.1:

  
									



 


6

















 


	
   

  	
   

  	
  (i)

  	
   

  	
  has effect in respect
  of Acts prior to the date of this deed and in respect of any liability which
  has been incurred prior to the date of this deed;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  is irrevocable;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
   

  	
  continues in full force
  and effect irrespective of one or more previous applications of the right to
  be indemnified;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
   

  	
  continues in full force
  and effect in relation to any Act occurring or arising during the Director’s
  period in office even if the Director has ceased to be a director of the
  company before a claim is made by the Director under this deed.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.5

  	
   

  	
  If the Director is
  insured or entitled to the benefit of any contract of insurance in respect of
  any liability, costs or expenses for which the Director is entitled to
  indemnification under this deed, the Director must make and pursue a claim
  under that insurance and, if the company has already made a payment under
  this deed in respect of that liability or those costs or expenses to which
  that insurance will respond, the Director must, forthwith upon receipt, pay
  or direct payment to the company of the proceeds of that insurance.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.6

  	
   

  	
  Nothing in this clause
  4 gives rise to an agreement to indemnify the Director in respect of any
  liability arising out of conduct involving a lack of good faith on the part
  of the Director or any other Act in respect of which indemnification is
  proscribed by law.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  PROCEEDINGS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  The company may, by
  written notice to the Director, do any one or more of the following in
  relation to any Claim :

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
   

  	
  assume the conduct, or
  defence of the Claim;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  institute a crossclaim
  or counterclaim to the Claim;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
   

  	
  negotiate a settlement
  of the Claim;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
   

  	
  agree to any form of
  alternative dispute resolution (including mediation) in relation to the
  Claim; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
   

  	
  subject to clause 5.6,
  retain lawyers to act on behalf of both the Director and the company in
  relation to the Claim,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and if the company does
  any of the above, the conduct of the Claim will (to that extent) be under the
  management and control of the company or its insurers.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  In undertaking any of
  the things permitted under clause 5.1, the company must, subject to any
  contrary direction from or requirement of its insurers, have regard to the
  principle that the reputation of the Director should not unnecessarily be
  injured.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.3

  	
   

  	
  The Director must:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
   

  	
  give notice to the
  company promptly upon becoming aware of any Claim against the Director that
  may give rise to a right to be indemnified under this deed;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  take such action as the
  company reasonably requests, including action to avoid, dispute, resist,
  bring an appeal on, compromise or defend any Claim or any adjudication of any
  Claim;

  



 


7

















 


	
   

  	
   

  	
  (iii)

  	
   

  	
  not make any admission
  of liability in respect of or settle any Claim without the prior written
  consent of the company;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
   

  	
  upon request by the
  company, render all reasonable assistance and co-operation to the company in
  the conduct of any Claim including, without limitation, providing the company
  with any documents, authorities and directions that Westpac may reasonably
  require for the prosecution or advancement of any Claim, cross-claim or
  counterclaim that is, in the opinion of the Director acting reasonably and in
  good faith, lawful, true and not misleading; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
   

  	
  upon request by the
  company, do anything reasonably necessary or desirable to enable the company
  (so far as it is possible) to be subrogated to and enjoy the benefits of the
  Director’s rights in relation to any Claims against any third party and
  render such assistance as may be reasonably requested by the company for that
  purpose.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.4

  	
   

  	
  The Director is
  entitled to be reimbursed by the company for actual costs and expenses
  reasonably incurred by the Director in taking action pursuant to clause
  5.3(ii) or providing assistance pursuant to clause 5.3 (iv) and
  (v).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.5

  	
   

  	
  Before compromising or
  settling any Claim, the company must give written notice to the Director of
  its intention to do so and of the proposed terms of that compromise or
  settlement and if, within such reasonable time as is specified in that
  notice, the Director objects to the proposed terms and states that the
  Director wishes to contest or continue the Claim, the company shall immediately
  relinquish to the Director conduct of the Claim and the company’s liability
  under this deed in respect of that Claim shall not exceed the amount for
  which the Claim could have been compromised or settled, at the time the
  notice was given by the company to the Director, on those proposed terms,
  inclusive of costs and expenses actually incurred up to that time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.6

  	
   

  	
  Nothing in this deed
  prohibits the Director from engaging separate legal or other representation
  and participating in any Claim but any expenses incurred by the Director in
  so doing shall be paid or reimbursed by the company only to the extent that
  those expenses are:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
   

  	
  incurred prior to the
  company assuming conduct of that Claim;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  incurred with the prior
  written authority of the company; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
   

  	
  reasonable and are
  incurred in circumstances where the company has refused to authorise separate
  representation or participation and there is a reasonable likelihood that the
  interests of the Director and of the company would conflict were the same
  lawyers to act on behalf of both the Director and the company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.7

  	
   

  	
  If the Director fails
  to perform an obligation referred to in clause 5.3 to the material prejudice
  of the company in relation to that Claim, the company is relieved from each
  and every obligation under this deed in respect of that Claim.

  



 


8

















 


6.                                      PAYMENT OF COSTS BEFORE THE
OUTCOME OF PROCEEDINGS IS KNOWN


 


6.1                                 Subject to clause 5.7, the company will
at the request of the Director pay, or reimburse, the Director for all costs
and expenses incurred by the Director in respect of any Claim provided that if it is determined
(whether before or after the outcome of any proceedings (including any appeal)
is known and whether civil, administrative or criminal) in relation to that
Claim that the Director is not entitled to be indemnified under clause 4.1 in
respect of those costs and expenses, the Director must, within 30 days of being
so notified by the company, pay to the company all amounts previously paid or
reimbursed by the company in respect of that Claim. The amount to be paid shall
be set out in the notice and, in the absence of manifest error, shall be
conclusive evidence of the amount to be paid.


 


6.2                                 Once it has been determined under clause
6.1 that the Director is not entitled to be indemnified under clause 4.1, the
company shall have no further obligation to pay, or reimburse, the Director for
any further costs, expenses or other liabilities in respect of that Claim,
whether or not incurred prior to that determination being made.


 


7.                                      SEVERANCE


 


7.1                                 The parties agree that a construction of
this deed that results in all provisions being enforceable is to be preferred
to a construction that does not so result.


 


7.2                                 If, despite the application of clause
7.1, a provision of this deed is invalid, illegal or unenforceable:


 


(a)                                  if the provision would not be invalid,
illegal or unenforceable if a word or words were omitted, that word or those
words are severed; and


 


(b)                                 in any other case, the whole provision is
severed,


 


and
the remainder of this deed continues in force.


 


7.3                                 Clause 7.1 and clause 7.2 shall not be
construed as permitting anything that would be contrary to public policy.


 


8.                                     NOTICES


 


8.1                                A party giving notice or other
communication under this deed must do so in writing:


 


(a)                                   directed to the recipient’s address
specified in this clause, as varied from time to time by notice from one party
to the other; and


 


(b)                                hand delivered or sent by prepaid post or
facsimile to that address.


 


The parties’
initial addresses and facsimile numbers are:


 


	
   

  	
  The company:

  	
   

  	
  Richard Willcock

  	 

	
   

  	
   

  	
   

  	
  Group Secretary & General Counsel

  	 

	
   

  	
   

  	
   

  	
  Westpac Banking Corporation

  	 

	
   

  	
   

  	
   

  	
  Level 21, 275 Kent Street

  	 

	
   

  	
   

  	
   

  	
  Sydney NSW 2000

  	 

	
   

  	
   

  	
   

  	
  Ph:

  	
   

  	
  (02) 8253 3546

  
	
   

  	
   

  	
   

  	
  Fax:

  	
   

  	
  (02) 8253 3550

  
							



 


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  Director:

  	
   

  	
  [               ]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


8.2                                 A notice given in accordance with clause
8.1 is taken to be received:


 


(a)                                  if hand delivered, on delivery;


 


(b)                                 if sent by prepaid post, three Business
Days after the date of posting;


 


(c)                                  if sent by facsimile, when the sender’s
facsimile system generates a message confirming successful transmission of the
total number of pages of the notice unless, within eight (8) Business
Hours after that transmission, the recipient informs the sender that it has not
received the entire notice.


 


9.                                     GOVERNING LAW


 


This deed shall be
governed by and construed in accordance with the law for the time being of New
South Wales and the parties hereby submit to the courts of that State (and of
all courts competent to hear appeals therefrom) in respect of all matters
arising under this deed or relating to it.


 


Executed
as a Deed


 


	
  SIGNED SEALED AND DELIVERED 

  for and on behalf of Director

  	
   

  
	
   

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Witness (signature)

  	
  Director Signature

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name of witness (print)

  	
  Director Name

  



 


 


	
  THE COMMON SEAL of 

  WESTPAC BANKING CORPORATION 

  was hereunto affixed by the authority of 

  the Board of Directors and in the 

  presence of:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   Signature of
  Director 

  	
  Signature of Director/Secretary 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
  Name

  



 


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