Exhibit 4(c)14


 


Rules of the


Westpac Banking Corporation


Performance Plan


 


as adopted at
a meeting of the Board of Directors on 30 April 2002 and subsequently
amended by:


 


·                                         the Board on 9 August 2002; 
and


 


·                                         the Board Remuneration Committee on 28 October 2002, 11 December 2002
and 11 October 2004, 10 October 2005, 10 October 2006, 13 December 2007
and 5 August 2008; and


 


·                                         the Board Remuneration Committee Chairman on 15 August 2008.


 


Allens
Arthur Robinson


The
Chifley Tower


2
Chifley Square


Sydney  NSW  2000


Australia


Tel  61  2
9230 4000


Fax  61  2
9230 5333


 


©
Copyright Allens Arthur Robinson 2008


 

















 


	
  Westpac Banking Corporation Performance Plan

  	
  

  



 


Table of
Contents


 


	
  1.

  	
  Purpose

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Definitions and interpretations

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Interpretation

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Invitation to acquire Securities

  	
   

  	
  8

  
	
   

  	
  4.1

  	
  Issue

  	
   

  	
  8

  
	
   

  	
  4.2

  	
  Form

  	
   

  	
  8

  
	
   

  	
  4.3

  	
  Security
  price

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Application for Securities

  	
   

  	
  9

  
	
   

  	
  5.1

  	
  Application
  procedure

  	
   

  	
  9

  
	
   

  	
  5.2

  	
  Application
  in whole or in part

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Grant of Securities

  	
   

  	
  9

  
	
   

  	
  6.1

  	
  Creation of
  Securities

  	
   

  	
  9

  
	
   

  	
  6.2

  	
  Non-acceptance
  of Application

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Lapse of Securities

  	
   

  	
  10

  
	
   

  	
  7.1

  	
  Time of
  lapse

  	
   

  	
  10

  
	
   

  	
  7.2

  	
  Breach,
  fraud or dishonesty

  	
   

  	
  10

  
	
   

  	
  7.3

  	
  Rights
  following lapse

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Exercise of Securities

  	
   

  	
  11

  
	
   

  	
  8.1

  	
  Vested
  Securities

  	
   

  	
  11

  
	
   

  	
  8.2

  	
  Exercise
  Period

  	
   

  	
  11

  
	
   

  	
  8.3

  	
  Exercise of
  Securities in part

  	
   

  	
  13

  
	
   

  	
  8.4

  	
  Exercise
  procedure

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Performance Hurdles and Vested Securities

  	
   

  	
  14

  
	
   

  	
  9.1

  	
  Performance
  criteria

  	
   

  	
  14

  
	
   

  	
  9.2

  	
  Performance
  Hurdles

  	
   

  	
  14

  
	
   

  	
  9.3

  	
  Determination
  of number of Vested Securities

  	
   

  	
  15

  
	
   

  	
  9.4

  	
  Performance
  Election Rights

  	
   

  	
  17

  
	
   

  	
  9.5

  	
  Rounding of
  fractions

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Allocation of Shares

  	
   

  	
  17

  
	
   

  	
  10.1

  	
  Allotment
  of Shares

  	
   

  	
  17

  
	
   

  	
  10.2

  	
  Purchase of
  Shares

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Change in Control

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Capital Event

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  New issues

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Securities not transferable

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Security Interest

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Ranking and listing

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Issue limitations

  	
   

  	
  20

  



 


i

















 


	
  18.

  	
  No interest in Shares until exercise

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Commencement and termination

  	
   

  	
  21

  
	
   

  	
  19.1

  	
  Commencement

  	
   

  	
  21

  
	
   

  	
  19.2

  	
  Termination
  and Suspension

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Administration of the Plan

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Amendment of the Plan

  	
   

  	
  22

  
	
   

  	
  21.1

  	
  By the
  Board

  	
   

  	
  22

  
	
   

  	
  21.2

  	
  Listing
  Rules

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Law, Listing Rules and the Constitution

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Rights of Participants

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  General

  	
   

  	
  23

  
	
   

  	
  24.1

  	
  Advice

  	
   

  	
  23

  
	
   

  	
  24.2

  	
  Costs and
  Expenses

  	
   

  	
  23

  
	
   

  	
  24.3

  	
  Dispute

  	
   

  	
  23

  
	
   

  	
  24.4

  	
  Notices

  	
   

  	
  23

  
	
   

  	
  24.5

  	
  Error
  Correction

  	
   

  	
  24

  
	
   

  	
  24.6

  	
  Governing
  Law

  	
   

  	
  25

  



 


ii

















 


WESTPAC BANKING CORPORATION (ABN 33 007 457 141)


 


PERFORMANCE PLAN


 


RULES


 


1.            Purpose


 


The Westpac
Banking Corporation Performance 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:


 


Application means an application on an Application Form by an Eligible
Employee to acquire Securities under the Plan or an application made in
accordance with any application procedures as the Board may determine from time
to time.


 


Application
Date means the last possible date as
specified in an Invitation on which an Application can be made.


 


Application
Form means the application form (if
any) 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).


 


Award means, in relation to a Participant, the number
of Securities created in favour of that Participant pursuant to clause 6,
having the same Issue Date and, if those Securities are Performance Securities,
the same Performance Period during which the
performance criteria applicable to those Performance Securities are to be
determined by reference to the same TSR Ranking Group.  If those Securities consist of both Options and Share Rights, the creation
of those Options and those Share Rights shall each be taken to be separate
awards.


 


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


 


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


 


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.


 


Capital
Event means any of the following:


 


1

















 


(a)           any event affecting the
number or type of securities on issue in the capital of the Bank, including a
subdivision, consolidation, reduction, redemption or further issue of
securities whether by way of rights issue, bonus issue or otherwise; and


 


(b)           any other event which the
Board in its discretion reasonably considers should be a Capital Event.


 


Change
in 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 acceptances under an off-market
bid unless or until the bid is or becomes unconditional).


 


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.


 


Commencement
Date means the date that is specified as
such in an Invitation to an Eligible Employee, and which, if applicable, is the
first day of the Performance Period.


 


Condition means, in respect of any Security, one or more conditions (if any)
determined by the Board in its absolute discretion to apply to that Security
including, without limitation, Performance Hurdles, First Exercise Date and
Last Exercise Date, as specified in an Invitation made to the relevant Eligible
Employee under clause 4.


 


Conditionally
Vested Securities means, the number of
Performance Securities that would become Vested Securities if the only
Condition to be satisfied on the Test Date is the Performance Hurdles
applicable to those Performance Securities.


 


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


 


Corporations
Act means the Corporations Act 2001
(Cth).


 


Determination
Date means the Trading Day immediately
preceding the Commencement Date.


 


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.


 


Exercisable
Security means an Unvested Security
which becomes a Vested Security pursuant to a determination made under
clause 9.3(b)(iv), such determination to be made on the basis that the
Test Date applicable to that Security:


 


(a)           will be the Monthly TSR
Test Date immediately preceding the Last Employment Date of the Participant
holding that Security; or


 


(b)           if no Monthly TSR Test Date
has occurred since the Issue Date of that Security, will be taken to be the
Last Employment Date of that Participant.


 


2

















 


Exercise
Price means the amount payable per
Share, if any, on the exercise of a Vested Security or an Exercisable Security
calculated as follows:


 


(a)           the
Market Price; or


 


(b)           any
other amount (which may be nil) specified by the Board in the Invitation,


 


in each case
making appropriate adjustment, if any, in respect of Capital Events in
accordance with clause 12.


 


First
Exercise Date means the earliest date
that a Participant may give Notice of Exercise under clause 8.2(a), such date
to be determined by the Board in its absolute discretion and, once determined,
specified in that Participant’s Invitation.


 


First
Peer Group means the 100 entities
comprised in the S&P/ASX 200 Index (excluding the Bank, all entities comprising
the Second Peer Group, all entities in the property trusts sector of that Index
and such other entity or entities as the Board may from time to time determine)
at the commencement of a Performance Period, having the highest market
capitalisation at that time and ranked in descending order, from highest to
lowest, according to their market capitalisation.


 


First
Test Date means, in respect of a
Performance Security having a Performance Period of:


 


(a)           4 years, the second
anniversary (or such other date as may be determined from time to time by the
Board and specified in an Invitation made under clause 4); or


 


(b)           5 years, the third
anniversary (or such other date as may be determined from time to time by the
Board and specified in an Invitation made under clause 4,


 


of the
commencement date of that Performance Period.


 


First
Test Date Notice means the written
notification provided to a Participant under clause 9.3(c) in respect of
the Board’s determination made as of the First Test Date.


 


First
TSR Ranking means the percentage ranking
of the Bank relative to each entity comprising the First TSR Ranking
Group.  To obtain the Bank’s percentage
ranking at each applicable Test Date:


 


(a)           the TSR of each entity
comprising the First TSR Ranking Group and of the Bank shall be ranked in
descending order from highest to lowest;


 


(b)           the number of entities in
the First TSR Ranking Group with a lower TSR than the Bank shall be calculated
(the Numerator); and


 


(c)           the Numerator shall be
divided by the number of entities then in the First TSR Ranking Group and the
result of that equation, expressed as a percentage, shall be the Bank’s First
TSR Ranking.


 


First
TSR Ranking Group means, on any Test
Date, the first 50 entities (or such other number as the Board may from time to
time determine) in the First Peer Group that remain listed on the ASX and which
have published sufficient data to enable each entity’s respective TSR to be
determined for the purposes of this Plan.


 


Group
Company means the Bank and any of its
subsidiaries.


 


Invitation means an invitation to apply to acquire either Options, Share
Rights or both under the Plan, or such other means as the Board may determine
from time to time, subject always to compliance with any Law.


 


3

















 


Issue
Date means the date on which a Security
is created under clause 6.1 by being inscribed on the Register.


 


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.


 


Last
Exercise Date means the day ending at
5.00 pm Sydney time on the date 10 years after the Commencement Date or such other
earlier date as is determined by the Board and specified in an Invitation to an
Eligible Employee.


 


Law means 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 the weighted average market
price per Share of all Shares traded on the ASX during the five Business Day
period up to and including the Determination Date.  The Board may exercise a discretion to
include or exclude particular transactions from this calculation (e.g. “specials”)
as it thinks fit.  If no Shares are
traded on the ASX during that period, the price as determined by the Board.


 


Maximum
TSR Ranking means the TSR Ranking equal
to 75% or such other percentage as determined by the Board at the time of
determination of the Performance Hurdles applicable to the relevant Securities.


 


Minimum
Parcel means the minimum number of
Shares determined by the Board from time to time, which need not be the same
number for all purposes of the Plan.


 


Minimum
TSR Ranking means the TSR Ranking equal
to 50% or such other percentage as determined by the Board at the time of
determination of the Performance Hurdles applicable to the relevant Securities.


 


Monthly TSR Test Date means, in respect of any Performance Security, the last Business Day
of each calendar month during the Performance Period applicable to that
Performance Security.


 


Notice
of Exercise means a duly completed
notice of exercise of a Vested Security or an Exercisable Security signed by
the Participant, in a form approved by the Board from time to time, and lodged
in accordance with clause 8.4.


 


Option means a right to subscribe for one Share under the Plan, or such
number of Shares as determined under clause 12, for monetary consideration
exceeding $1.00 per Share.


 


Participant means:


 


(a)           an Eligible Employee who
acts in accordance with clause 5.1(a) and returns a duly completed
Application Form or applies, or is deemed to have applied, in accordance
with any application procedure determined by the Board from time to time;


 


(b)           the legal personal
representative of that Eligible Employee where that legal personal
representative’s name has been entered on the Register as the holder of the
Securities; or


 


4

















 


(c)           if, because of the
Bankruptcy Act 1966 (Cth) or equivalent legislation in any other jurisdiction,
Securities (or the rights under those Securities) 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 has been entered in the Register.


 


Performance
Hurdles means performance criteria as
set out or referred to in the relevant Invitation, being the criteria set out
in clause 9.2 and clause 9.3 unless the Board determines alternative,
additional or modified performance criteria under clause 9.1.


 


Performance
Option means an Option that at the time
of grant was subject to Performance Hurdles.


 


Performance
Period means, in respect of any
Performance Security, the period commencing and ending on dates as determined
by the Board for the purposes of determining the extent (if any) to which the
Performance Hurdles have been satisfied.


 


Performance
Security means a Performance Option or a
Performance Share Right.


 


Performance
Share Right means a Share Right that at
the time of grant was subject to Performance Hurdles.


 


Plan means the Westpac Banking Corporation Performance Plan.


 


Register means the register created and maintained by or on behalf of the
Bank under and in accordance with section 170 of the Corporations Act.


 


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.


 


Satisfaction
Date means the date that is specified in
an Invitation to an Eligible Employee as the last possible date on which
Conditions must be and remain satisfied.


 


Second
Peer Group means those entities (being
at least 13 in number) as determined by the Board from time to time for the
purposes of constituting such a group.


 


Second
Test Date means, in respect of a
Performance Security having a Performance Period of:


 


(a)           4 years, the third
anniversary (or such other date as may be determined from time to time by the
Board and specified in an Invitation made under clause 4); or


 


(b)           5 years, the fourth
anniversary (or such other date as may be determined from time to time by the
Board and specified in an Invitation made under clause 4),


 


of the
commencement date of that Performance Period.


 


Second
Test Date Notice means the written
notification provided to a Participant under clause 9.3(c) in respect of
the Board’s determination made as of the Second Test Date.


 


Second
TSR Ranking means the percentage ranking
of the Bank relative to each entity comprising the Second TSR Ranking
Group.  To obtain the Bank’s percentage
ranking at each applicable Test Date:


 


(a)           the TSR of each entity
comprising the Second TSR Ranking Group and of the Bank shall be ranked in
descending order from highest to lowest;


 


5

















 


(b)           the number of entities in
the Second TSR Ranking Group with a lower TSR than the Bank shall be calculated
(the Numerator); and


 


(c)           the Numerator shall be
divided by the number of entities then in the Second TSR Ranking Group and the
result of that equation, expressed as a percentage, shall be the Bank’s Second
TSR Ranking.


 


Second
TSR Ranking Group means, on any Test
Date, the first 10 entities (or such other number as the Board may from time to
time determine) in the Second Peer Group that remain listed on the ASX and
which have published sufficient data to enable each entity’s respective TSR to
be determined for the purposes of this Plan.


 


Security means an Option or a Share Right.


 


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


 


Share
Right means, the right to subscribe for
or acquire one Share, or such other number of Shares as determined under
clause 12, for either nil or monetary consideration not exceeding $1.00
per Share or such other amount as determined by the Board from time to time.


 


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.


 


Test
Date means, in respect of each
Performance Period, each of:


 


(a)           the First Test Date;


 


(b)           the Second Test Date;


 


(c)           the Third Test Date; and


 


(d)           in any case where a
determination of the Board is required under:


 


(i)            clause 8.2(d)(vi) or
clause 8.2(e)(iv), the date (being either a Monthly TSR Test Date or the Last
Employment Date of the relevant Participant); or


 


(ii)           clause 11, the date (being
either a Monthly TSR Test Date, a Test Date or the Notice Date),


 


on or
as at which such a determination is required to be made.


 


Third
Test Date means, in respect of a
Performance Security having a Performance Period of:


 


(a)           4 years, the fourth
anniversary (or such other date as may be determined from time to time by the
Board and specified in an Invitation made under clause 4; or


 


(b)           5 years, the fifth
anniversary (or such other date as may be determined from time to time by the
Board and specified in an Invitation made under clause 4),


 


of the
commencement date of that Performance Period.


 


6

















 


Third
Test Date Notice means the written
notification provided to a Participant under clause 9.3(c) in respect of
the Board’s determination made as of the Third Test Date.


 


Total
and Permanent Disablement, in relation
to a Participant, means that that 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 reasonably qualified by education, training or experience.


 


Total
Exercise Price means the number of
Vested Securities or Exercisable Securities to be exercised in a particular
case multiplied by the Exercise Price.


 


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


 


TSR means, in respect of an entity, the total shareholder return
(including dividends) of that entity being the amount calculated on a basis,
rounded to not less than 3 decimal places, to be determined from time to time
by the Board.


 


TSR
Ranking means either the First TSR
Ranking or the Second TSR Ranking of the Bank, as the case may be.


 


TSR
Ranking Group means either the First TSR
Ranking Group or the Second TSR Ranking Group, as the case may be.


 


Unhurdled
Security means an Option that is not a
Performance Option or a Share Right that is not a Performance Share Right.


 


Unvested
Security means an Option or a Share
Right that is neither a Vested Security nor a Security that has lapsed under
clause 7.


 


Vested
Security has the meaning given in
clause 8.1, and the expression Vested Securities shall be construed
accordingly.


 


Vesting
Date means, unless an Invitation to an
Eligible Employee specifies otherwise, in respect of each Performance Period,
the first to occur:


 


(a)           the
date on which a Participant makes an election under clause 9.4(a);


 


(b)           the
Third Test Date; and


 


(c)           the
Test Date on which the Board is required to make a determination under clause
8.2(d)(vi), clause 8.2(e)(iv) or clause 11.


 


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;


 


7
















 


(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 Securities


 


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 in respect of that number or value of Securities as the Board in its
discretion determines.  In determining
the number or value of Securities to be the subject of individual Invitations,
the Board may 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


 


An Invitation
may take any form determined by the Board from time to time and:


 


(a)                                will
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
maximum number or value of Options, Share Rights or both in respect of which
the Eligible Employee is being invited to apply;


 


(iv)                            the
Commencement Date;


 


(v)                               the
First Exercise Date of the Securities;


 


(vi)                            the Last
Exercise Date of the Securities;


 


(vii)                         the Exercise
Price;


 


(viii)                      the time period
in which an Application shall be made; and


 


(ix)                              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 and remain an Eligible
Employee on the date that the Securities are to be granted in accordance with
clause 6.1, and where Conditions (such as Performance Hurdles to be
satisfied) have been determined to apply by the Board, details of those
Conditions and any Satisfaction Date; and


 


8

















 


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


 


4.3                              Security
price


 


Securities
granted by the Bank under the Plan will be granted free of charge to
Participants, unless otherwise determined by the Board.


 


5.                                     Application for Securities


 


5.1                              Application
procedure


 


(a)                                An
Eligible Employee who receives an Invitation may only make an Application
within the time period and as otherwise specified in the Invitation.


 


(b)                               If,
after making an Application in accordance with paragraph (a) of this
clause 5.1, the Eligible Employee’s employment or appointment with a Group
Company has not ceased, he or she:


 


(i)                                   becomes
a Participant;


 


(ii)                                as
appropriate, irrevocably accepts (or is deemed to have accepted) the offer of
Securities, or offers to acquire Securities, under the Plan in accordance with
the terms of the Invitation; and


 


(iii)                             agrees to
be bound by the terms of the Invitation and by these Rules or any
modification of these Rules for the purposes of clause 9.1(b) as set
out in any relevant schedule to these Rules.


 


5.2                              Application
in whole or in part


 


An Eligible
Employee who receives an Invitation may make an Application in respect of all
or part of the maximum number of Options, Share Rights or both specified in the
Invitation.  If an Application is made
for only part of the Options or Share Rights, then the Eligible Employee may
only do so in respect of that number of Options or Share Rights which, if
exercised, would result in the Eligible Employee acquiring a number of Shares
that is not less than the Minimum Parcel. 
No further Application may be made in respect of that Invitation.


 


6.                                     Grant of Securities


 


6.1                              Creation
of Securities


 


(a)                                Securities
granted under the Plan shall be created, and a Participant’s title to those
Securities will, subject to clause 24.5, conclusively be evidenced for all
purposes of the Plan by being inscribed on the Register.  No certificate or other evidence of title to
a Security will be issued unless required under any applicable law or the Board
in its sole discretion determines otherwise.


 


9

















 


(b)                               Within
28 days after the end of the period for making an Application, as specified in
the Invitation, and except as provided in clause 6.2, the Board will, in
respect of each Eligible Employee who has become a Participant in accordance
with clause 5.1(b):


 


(i)                                   inscribe
or cause to be inscribed in the Register the name of that Participant and the
number of Securities (with separate entries being made for each Award of
Options and Share Rights) applied for by that Participant; and


 


(ii)                                notify
that Participant of the Issue Date and that the Securities have been so
inscribed.


 


6.2                              Non-acceptance
of Application


 


(a)                                In the
event that the Board does not grant Securities in favour of any Participant
under clause 6.1(a), the Board shall:


 


(i)                                   provide
notification to that Participant that it does not wish to accept that
Participant’s Application;


 


(ii)                                refund
the moneys (if any) provided by that Participant as consideration to apply for
Securities under the Plan; and


 


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


 


(b)                               If
paragraph (a) of this clause 6.2 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.


 


7.                                     Lapse of Securities


 


7.1                              Time
of lapse


 


A Security
lapses, to the extent it has not been exercised, on the earlier to occur of:


 


(a)                                the
date of lapse under clause 7.2, clause 9.4(a) or clause 11;


 


(b)                               the
last day of any period specified in clauses 8.2(b) to 8.2(f) (inclusive)
in which a Participant may exercise a Security;


 


(c)                                where
Conditions have not been satisfied and remain unsatisfied on the Satisfaction
Date, the Satisfaction Date; and


 


(d)                               the
Last Exercise Date.


 


7.2                              Breach,
fraud or dishonesty


 


If in the
reasonable opinion of the Board a Participant acts fraudulently or dishonestly
or is in material breach of his or her obligations to the Bank or any other
Group Company then the Board may in its absolute discretion determine that any
Unvested Securities of the Participant have lapsed and the Board’s decision
will be final and binding.


 


7.3                              Rights
following lapse


 


Upon the lapse
of a Security, all rights of the Participant in respect of that Security cease.


 


10

















 


8.                                     Exercise of Securities


 


8.1                              Vested
Securities


 


(a)                                A
Security granted to a Participant that is a Performance Security will become a
Vested Security on a Vesting Date only if all Conditions (including any
Performance Hurdles) applicable to that Security have been satisfied on or
before that Vesting Date unless, prior to that date, that Security has lapsed
under clause 7.


 


(b)                               A
Security granted to a Participant that is not a Performance Security becomes a
Vested Security on the Satisfaction Date if all Conditions have been satisfied
or waived by the Board in its absolute discretion unless, prior to that date,
that Security has lapsed under clause 7.


 


(c)                                A
Security granted to a Participant will also be treated for all purposes under
these Rules as a Vested Security if a determination is made under clause
8.2(c), clause 8.2(f), clause 9.3(b)(iii) or clause 9.3(b)(iv) that
the Security is to become a Vested Security, from the date of the
determination.


 


8.2                              Exercise
Period


 


(a)                                Except
as provided in clauses 8.2(b) to 8.2(f) (inclusive), a Security that
is a Vested Security may only be exercised during the period commencing on the
First Exercise Date and ending on the Last Exercise Date.  Except as provided in clauses 8.2(b) to
8.2(f) (inclusive) or clause 11, an Unvested Security may not be
exercised.  Notwithstanding any provision
in this clause 8, no Security may be exercised after the Last Exercise
Date.


 


(b)                               Death or Total and Permanent Disablement


 


If a
Participant ceases to be an Employee as a result of his or her death or Total
and Permanent Disablement, that Participant may, at any time prior to the first
to occur of the Last Exercise Date and the first anniversary of the Last
Employment Date, exercise:


 


(i)                                   in
the case of Performance Securities and where that Participant’s Last Employment
Date occurs on or after the Vesting Date, only those Securities (if any) that
are Vested Securities at the Last Employment Date, with all Unvested Securities
lapsing on that Participant’s Last Employment Date; and


 


(ii)                                in any
other case, all Securities (whether or not they are Unvested Securities).


 


(c)                                Resignation


 


If a
Participant ceases to be an Employee as a result of his or her resignation,
that Participant may, at any time prior to the first to occur of the Last
Exercise Date and the date that is 3 months after the Last Employment Date,
exercise only those Securities (if any) that are Vested Securities at the Last
Employment Date unless the Board in its absolute discretion determines that
such Participant is entitled to have some Unvested Securities treated as Vested
Securities, in which event those Unvested Securities will become Vested
Securities.  All Unvested Securities will
lapse on the Last Employment Date.


 


(d)                               Retrenchment or cessation of Participant’s employer
as a Group Company


 


If:


 


11

















 


(i)                                   a
Participant 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,


 


that
Participant may:


 


(iii)                             at any
time prior to the first to occur of the Last Exercise Date and the first
anniversary of the Last Employment Date; or


 


(iv)                            in the
case of cessation as a result of retrenchment only, if the Participant, in any
jurisdiction approved by the Board from time to time,, has provided notice of
their election prior to the Last Employment Date to extend the period in which
they may exercise Securities beyond the first anniversary of the Last
Employment Date, at any time prior to the Last Exercise Date,


 


exercise:


 


(v)                               in the
case of Performance Securities and where that Participant’s Last Employment
Date occurs on or after the Vesting Date, only those Securities (if any) that
are Vested Securities at the Last Employment Date, with all Unvested Securities
lapsing on that Participant’s Last Employment Date; or


 


(vi)                            in the
case of Performance Securities and where that Participant’s Last Employment
Date occurs prior to the Vesting Date, only that number of Unvested Securities
(if any) that have become Vested Securities, pursuant to a determination made
under clause 9.3(b)(iii), with all other Unvested Securities lapsing on
that Participant’s Last Employment Date; or


 


(vii)                          in the case
of Unhurdled Securities and where that Participant’s Last Employment Date
occurs:


 


(A)                             on or after the First Exercise Date of those Securities, all Vested
Securities; or


 


(B)                               prior to the First Exercise Date of those Securities, only that
number of Securities calculated in accordance with the following formula:


 


X = A x B
          C


 


where:


 


X is the number of Securities that will be exercisable;


 


A is the number of Securities comprised in an Award;


 


B is the
number of days from and excluding the Commencement Date up to and including the
Last Employment Date; and


 


C is the number of days from and excluding the Commencement Date up
to and including the First Exercise Date,


 


with
all other Securities lapsing on that Participant’s Last Employment Date.


 


12

















 


(e)                                Retirement


 


If a
Participant ceases to be an Employee as a result of the Retirement of that
Participant, that Participant may:


 


(i)                                   at
any time prior to the first to occur of the Last Exercise Date and the first
anniversary of the Last Employment Date; or


 


(ii)                                if the
Participant, in any jurisdiction approved by the Board from time to time, has
provided notice of their election prior to the Last Employment Date to extend
the period in which they may exercise Securities beyond the first anniversary
of the Last Employment Date, at any time prior to the Last Exercise Date,


 


exercise:


 


(iii)                             in the
case of Performance Securities and where that Participant’s Last Employment
Date occurs on or after the Vesting Date, only those Securities (if any) that
are Vested Securities at the Last Employment Date, with all Unvested Securities
lapsing on that Participant’s Last Employment Date;


 


(iv)                            in the
case of Performance Securities and where that Participant’s Last Employment
Date occurs prior to the Vesting Date, only that number of Unvested Securities
(if any) that become Exercisable Securities, pursuant to a determination made
under clause 9.3(b)(iv), with all other Unvested Securities lapsing on
that Participant’s Last Employment Date; or


 


(v)                               in any
other case, all Securities (whether or not they are Unvested Securities).


 


(f)                                  Other circumstances


 


If a
Participant ceases to be an Employee for any reason other than those set out in
clauses 8.2(b) to 8.2(e), all of the Participant’s Securities
(whether they are Vested Securities that have not been exercised or Unvested
Securities) shall lapse on the Last Employment Date unless the Board in its
absolute discretion determines that such Participant is entitled to have some
Unvested Securities treated as Vested Securities, in which event those Unvested
Securities will become Vested Securities and the Participant may, at any time
prior to the first to occur of the Last Exercise Date and the date that is 3
months after the Last Employment Date, exercise those Vested Securities.


 


8.3                              Exercise
of Securities in part


 


If a
Participant elects to exercise part of his or her Securities comprised in an
Award, the Notice of Exercise must be in respect of:


 


(a)                                that
number of Shares which is not less than the Minimum Parcel;


 


(b)                               multiples
of a Minimum Parcel;  and


 


(c)                                that
number of Shares which will not leave any unexercised Securities comprised in
that Award to that Participant totalling less than a Minimum Parcel.


 


8.4                              Exercise
procedure


 


A Participant
may exercise any of his or her Securities by lodging a Notice of Exercise and a
cheque payable to the Bank for the Total Exercise Price (if any) applicable to
those Securities, or by such


 


13

















 


other means of
payment as may be approved by the Board, at the head office of the Bank for the
time being or other place nominated by the Board for this purpose.


 


9.                                     Performance Hurdles and Vested Securities


 


9.1                              Performance
criteria


 


(a)                                The
performance criteria applicable to any Performance Securities shall be as
specified in clause 9.2 and clause 9.3 unless the Board determines otherwise.


 


(b)                               If the
Board determines that alternative, additional or modified performance criteria
are to apply to any Performance Security in lieu of the performance criteria
specified in clause 9.2 and clause 9.3, the Board shall as part of that
determination approve a schedule, to be attached to and form part of these
Rules, which contains replacement clauses setting out those alternative,
additional or modified performance criteria (including any modification, if
necessary, to cross referencing within these Rules) applicable to that
Performance Security.


 


9.2                              Performance
Hurdles


 


Subject to
clause 9.1, the Performance Hurdles applicable to any Performance Period
relating to any Performance Security comprised in an Award shall be as follows:


 


(a)                                where
as at any Test Date, for Performance Hurdles that are determined by reference
to the First TSR Ranking Group, the First TSR Ranking of the Bank is:


 


(i)                                   less
than the Minimum TSR Ranking, the number of Securities that shall become
Conditionally Vested Securities as at that Test Date shall be zero;


 


(ii)                                equal
to the Minimum TSR Ranking, the number of Securities that shall become
Conditionally Vested Securities as at that Test Date is the number equal to 50%
of the total number of Securities comprised in that Award;


 


(iii)                             equal to
or greater than the Maximum TSR Ranking, the number of Securities that shall
become Conditionally Vested Securities as at that Test Date is the number equal
to 100% of the total number of Securities comprised in that Award; and


 


(iv)                            greater
than the Minimum TSR Ranking and less than the Maximum TSR Ranking, the number
of Securities that shall become Conditionally Vested Securities as at that Test
Date increases on a straight line basis from 50% to 100% of the total number of
Securities comprised in that Award.


 


(b)                               where
as at any Test Date, for Performance Hurdles that are determined by reference
to the Second TSR Ranking Group, the Second TSR Ranking of the Bank is:


 


(i)                                   less than the Minimum TSR Ranking, the number of Securities that
shall become Conditionally Vested Securities as at that Test Date shall be
zero;


 


(ii)                                equal to the Minimum TSR Ranking, the number of Securities that
shall become Conditionally Vested Securities as at that Test Date is the number
equal to 50% of the total number of Securities comprised in that Award;


 


14

















 


(iii)                             equal to
or greater than the Maximum TSR Ranking, the number of Securities that shall
become Conditionally Vested Securities as at that Test Date is the number equal
to 100% of the total number of Securities comprised in that Award; and


 


(iv)                            greater
than the Minimum TSR Ranking and less than the Maximum TSR Ranking, the number
of Securities that shall become Conditionally Vested Securities as at that Test
Date increases on a straight line basis from 50% to 100% of the total number of
Securities comprised in that Award.


 


9.3                              Determination
of number of Vested Securities


 


(a)                                As
soon as practicable after each Test Date applicable to any Performance Period,
the Board shall determine:


 


(i)                                   each
TSR Ranking Group; and


 


(ii)                                the
TSR Ranking of the Bank and of each entity comprising that TSR Ranking Group,


 


as at
that Test Date.


 


(b)                               As soon
as practicable after each Test Date applicable to any Performance Period, the
Board shall determine in respect of each Participant as at that Test Date:


 


(i)                                   whether,
and to what extent, the Performance Hurdles and all other Conditions (if any)
applicable to that Performance Period up to that Test Date have been satisfied;


 


(ii)                                the
number of Conditionally Vested Securities (if any) that will, subject to clause
9.4(a), become Vested Securities;


 


(iii)                             in the
case of a determination made for the purposes of clause 8.2(d)(vi), the number
of Unvested Securities (if any) that have become Vested Securities, calculated
in accordance with the following formula:


 


A = W  x  [50 + 2 (X – 50)]  X   Y 
                         100                  Z


 


where:


 


A is the number of Unvested Securities that will become Vested
Securities.  If the Bank’s TSR Ranking as
at the Test Date is less than 50%, A shall be
taken to be nil;


 


W is the number of Securities comprised in an Award;


 


X is the Bank’s TSR Ranking determined on or as at:


 


(i)                                    the
most recent of a Monthly TSR Test Date and a Test Date to have occurred immediately
preceding the Last Employment Date of the relevant Participant; or


 


(ii)                                 if no
Monthly TSR Test Date or Test Date has occurred since the Issue Date of that
Participant’s Securities, the Last Employment Date of that Participant,


 


15

















 


PROVIDED
THAT if the Bank’s TSR Ranking so determined is greater than 75%, X shall for the purposes of this calculation be taken to be
75% (in each case X will be expressed as a whole
number);


 


Y is the number of days from and excluding the date on which the
relevant Performance Period commenced up to and including the Last Employment
Date but only if that Participant’s Last Employment Date occurs before the
First Test Date; and


 


Z is the number of days from and excluding the date on which the
relevant Performance Period commenced up to and including the First Test Date
but only if that Participant’s Last Employment Date occurs before the First
Test Date.


 


(iv)                            in the
case of a determination made for the purposes of clause 8.2(e)(iv), the number
of Unvested Securities (if any) that have become Exercisable Securities;


 


(v)                               whether
any Capital Event has occurred during the Performance Period up to that Vesting
Date;


 


(vi)                            the
Exercise Price (if any);


 


(vii)                         in the case
of the First Test Date and the Second Test Date of an applicable Performance
Period, the number of Conditionally Vested Securities that will become Unvested
Securities and which will lapse if, under clause 9.4(a), that Participant
accepts the Board’s determination; and


 


(viii)                      in the case of
the Third Test Date of that Performance Period, the number of Unvested
Securities that will automatically lapse on that day.


 


The
Board shall be required to make a determination on each of the Second Test Date
and the Third Test Date, as the case may be, only if, in relation to the First
Test Date Notice or the Second Test Date Notice, as the case may be, a
Participant has elected not to accept the Board’s determination made under this
paragraph (b) on the First Test Date or the Second Test Date, as the case
may be.


 


(c)                                Following
each determination made by the Board under clause 9.3(b), the Board shall
provide a written notification to each Participant:


 


(i)                                   as
to whether or not the Performance Hurdles and other Conditions (if applicable)
have been met;


 


(ii)                                the
number of Conditionally Vested Securities (if any) that will become Vested
Securities and which that Participant will, if, under clause 9.4(a), that
Participant accepts the Board’s determination, be entitled to exercise;


 


(iii)                             in the
case of determinations made under clause 9.3(b)(iii) and (iv), the
number of Unvested Securities (if any) that have become Vested Securities or,
as the case may be, Exercisable Securities;


 


(iv)                            whether a
Capital Event has occurred;


 


(v)                               the
Exercise Price; and


 


16

















 


(vi)                            in the
case of a determination made under clause 9.3(b)(ii), on the First Test Date
and the Second Test Date, of that Participant’s rights under clause 9.4, if
applicable.


 


9.4                              Performance
Election Rights


 


Within 60 days
of the date of the First Test Date Notice or the Second Test Date Notice, as
the case may be, a Participant may by notice in writing elect:


 


(a)                                to
accept the determination made by the Board under clause 9.3(b), in which case
that determination becomes immediately and irrevocably binding and all Unvested
Securities the subject of that determination shall immediately lapse; or


 


(b)                               not to
accept that determination, in which case that election becomes immediately and
irrevocably binding and the Board’s determination will be of no effect in
relation to that Participant and no Unvested Securities held by that
Participant, the subject of that determination, will become Vested Securities
or lapse as a result of that determination.


 


If, by the end
of that 60 day period, that Participant has not made an election under
paragraph (a) or paragraph (b) of this clause 9.4, that Participant
will be taken to have made an election under paragraph (b) of this clause
9.4.


 


9.5                              Rounding
of fractions


 


If any
determination made under clause 9.2 or clause 9.3, results in there being a
fraction of a Vested Security, the aggregate number of Vested Securities shall
be rounded, as follows:


 


(a)                                upwards
to the nearest whole number, if the fraction is a value of 0.5 or more; and


 


(b)                               downwards
to the nearest whole number, if the fraction is a value less than 0.5.


 


10.                              Allocation of Shares


 


10.1                       Allotment
of Shares


 


Subject to
clause 10.2, the Bank must within 28 days after receipt of a Notice of
Exercise and the Total Exercise Price (if any) in respect of Securities, allot
and issue to the Participant that number of Shares nominated by the Participant
in the Notice of Exercise under these Rules.


 


10.2                       Purchase
of Shares


 


(a)                                The
Bank may, at the Board’s discretion, determine to apply the Total Exercise
Price together with, to the extent permitted by Law, moneys provided by the
Bank, in purchasing Shares instead of making an allotment and issue of Shares
for the purpose of the Notice of Exercise. 
The relevant Shares will be purchased in the name of the Participant
within 28 days after receipt of the Notice of Exercise and Total Exercise Price
(if any).


 


(b)                               If the
Board so determines, the Board shall at the time of that determination appoint
an entity that is unrelated to any Group Company (Entity)
for the sole purpose of purchasing the relevant number of Shares and, for that
purpose, the Bank shall pay or cause to be paid to that Entity an amount equal
to the costs and expenses of the acquisition of those Shares.


 


17
















 


(c)                                  The
Entity so appointed shall acquire the number of Shares as directed by the Board
and immediately allocate and cause those Shares to immediately be registered in
the name of the relevant Participant, as directed by the Board.


 


(d)                                 In
acquiring those Shares, but not otherwise, the Entity acts as trustee for the
relevant Participant until such time as those Shares have been acquired,
allocated and registered in the name of that Participant.  All other fiduciary obligations and duties of
that Entity to that 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.


 


(e)                                  The
Entity is not an agent or trustee for the Bank or, except as provided by
paragraph (d) of this clause 10.2, any Participant.


 


11.                              Change in Control


 


(a)                                  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 in Control, the Board shall, notwithstanding any other provisions
of these Rules or the Securities held by each Participant, promptly notify
(the date of such notice being the Notice Date)
each Participant in writing that he or she may, within a period specified in
the notice (which period must be not less than 14 days from the Notice Date)
(the Change in Control Notice Period),
exercise:


 


(i)                                    in
the case of Unvested Securities comprised in an Award that are Unhurdled
Securities, and where the Notice Date is prior to the Satisfaction Date of
those Securities, only that number of Securities (if any) calculated in
accordance with the following formula:


 


X = A x B
          C


 


where:


 


X is the number of Securities that will be exercisable by the
Participant;


 


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


 


B
is the number of days from and excluding the
Commencement Date of those Unvested Securities up to and including the Notice
Date; and


 


C
is the number of days from and excluding
that Commencement Date of those Unvested Securities up to and including the
Satisfaction Date.


 


(ii)                                 in
the case of Unhurdled Securities comprised in an Award and where the Notice
Date is on or after the Satisfaction Date, only those Securities (if any) that
are Vested Securities held by the Participant on the Notice Date;


 


(iii)                              in the
case of Performance Securities comprised in an Award and where the Notice Date
is on or after the Satisfaction Date, only those Securities (if any) that are
Vested Securities held by the Participant at the Notice Date; and


 


18

















 


(iv)                             in the
case of Performance Securities comprised in an Award and where the Notice Date
is prior to the Satisfaction Date, only that number of Securities (if any)
calculated in accordance with the following formula:


 


A = W  x  [50 + 2 (X – 50)]  X   Y 
                         100                   Z


 


where:


 


A is the number of Unvested Securities that will become Vested
Securities.  If the Bank’s TSR Ranking as
at the Test Date is less than 50%, A shall be
taken to be nil;


 


W is the number of Securities comprised in an Award;


 


X is the Bank’s TSR Ranking determined on or as at:


 


(i)                                    the
most recent of a Monthly TSR Test Date and a Test Date to have occurred
immediately preceding the Notice Date; or


 


(ii)                                 if no
Monthly TSR Test Date or Test Date has occurred since the Issue Date of that
Participant’s Securities, the Notice Date,


 


PROVIDED
THAT if the Bank’s TSR Ranking so determined is greater than 75%, X shall for the purposes of this calculation be taken to be
75% (in each case X will be expressed as a whole
number);


 


Y is the number of days from and excluding the date on which the
Performance Period commenced up to and including the Notice Date but only if
the Notice Date occurs before the First Test Date,; and


 


Z is the number of days from and excluding the date on which the
Performance Period commenced up to and including the First Test Date but only
if the Notice Date occurs before the First Test Date.


 


(b)                                 All
Securities held by the Participant which:


 


(i)                                    are
not the subject of notice under paragraphs (a)(i), (a)(ii), (a)(iii) or
(a)(iv); or


 


(ii)                                 are
the subject of a notice under paragraphs (a)(i), (a)(ii), (a)(iii) or (a)(iv) and
have not been exercised by the Participant by the end of the Change of Control
Notice Period,


 


shall
lapse.


 


12.                              Capital Event


 


(a)                                  If a
Capital Event occurs before the lodgement of a Notice of Exercise, the Board
shall determine in respect of each Security:


 


(i)                                    the
number of underlying Shares; and


 


(ii)                                 the
Exercise Price,


 


by
taking into account the Capital Event in a manner which is fair and equitable
to the Participants and which is consistent with the relevant provisions of the
Listing Rules.


 


19

















 


Securities
shall be reconstructed in a manner which will not result in any additional
benefits being conferred on Participants which are not conferred on persons
holding Shares or vice versa.


 


(b)                                 The
Board may inform each Participant of these decisions or shall otherwise inform
each Participant on request.


 


13.                              New issues


 


A Security
does not confer on a Participant the right to participate in new issues of
Shares by the Bank, including by way of bonus issue, rights issue or otherwise.


 


14.                              Securities not transferable


 


Securities may
not be transferred, assigned or novated without the approval of the Board,
except that a legal personal representative of a Participant who has died or
whose estate is liable to be dealt with under laws relating to mental health or
bankruptcy will be entitled to be registered as the holder of those Securities
after the production to the Board of such documents or other evidence as the
Board may reasonably require to establish that entitlement.


 


15.                              Security Interest


 


Participants
shall not grant any Security Interest in or over or otherwise dispose of or deal
with any Securities or any interest therein, and any such Security Interest or
disposal or dealing will not be recognised in any manner by the Bank.


 


16.                              Ranking and listing


 


(a)                                  Shares
allotted as a consequence of the exercise of Securities will, from the date of
allotment, rank equally with all other issued Shares.


 


(b)                                 The
Bank will apply for official quotation of those Shares on each stock exchange
on which Shares are quoted in accordance with the Listing Rules.


 


(c)                                  The
Securities will not be listed for quotation on any stock exchange.


 


17.                              Issue limitations


 


(a)                                  The
total number of unissued Shares, the subject of Securities, 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)                                 Securities
may not be granted under the Plan to an Eligible Employee to the extent that if
all of the Securities granted would be immediately exercisable from the Issue
Date and are exercised on the Issue Date, the Eligible Employee would, on the
Issue Date:


 


(i)                                    hold
a legal or beneficial interest in more than five percent (5%) of the Shares; or


 


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(ii)                                 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.


 


18.                              No interest in Shares until exercise


 


A Participant
has no interest in any Share unless and until the related Security is exercised
and Shares are either allotted and issued to, or purchased in the name of, that
Participant as a result of that exercise.


 


19.                              Commencement and termination


 


19.1                       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.


 


19.2                       Termination
and Suspension


 


The Board may
terminate or suspend the operation of the Plan at any time by resolution of the
Board.  For the avoidance of doubt, any
termination of the Plan pursuant to this clause will not affect any Securities
that are outstanding.


 


20.                              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 person or persons appointed under paragraph (a) of this
clause 20 as to the manner of the exercise by the Board of any of its
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.


 


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(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.


 


21.                              Amendment of the Plan


 


21.1                       By
the Board


 


Subject to
clause 21.2, 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 Eligible Employees 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 Eligible Employees
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 in
accordance with paragraph (a) of this clause 21.1.


 


21.2                       Listing
Rules


 


The exercise
of any powers under these Rules by the Board is subject to any
restrictions or procedural requirements relating to the amendment of the rules of
an employee incentive scheme or of issued options imposed by any Law or by the
Listing Rules and applicable to the Plan or the Securities, as the case
may be, unless those restrictions, conditions 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.


 


22.                              Law, Listing Rules and the Constitution


 


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


 


23.                              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


 


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compensation or damages in consequence of any such termination insofar
as those rights arise or may arise from that Participant ceasing to have rights
under or entitled to exercise any Security under the Plan as a result of such
termination; and


 


(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.


 


24.                              General


 


24.1                       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
including in relation to exercising Securities and disposing of any or all
Shares acquired as a result of exercising Securities.


 


24.2                       Costs
and Expenses


 


With the
exception of Taxes (excluding any Taxes payable on brokerage) which are payable
by a Participant, a Participant will not be liable for any costs associated
with the implementation and administration of the Plan unless the Board in its
discretion determines otherwise.  If the
Board so determines, the Board must inform the Participant prior to allocating
any such expense 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 Taxes which are payable by Participants) for the
purposes of the Plan.


 


24.3                       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.


 


24.4                       Notices


 


Any notice,
instruction, direction or other communication (a Notice)
given under or pursuant to these Rules:


 


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


 


(b)                                 must
be signed by the sending or a person duly authorised by the sender and if sent
by email:


 


(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), will be taken to have been given:


 


23

















 


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


 


(ii)                                 in
the case of post to a domestic address, three Business Days after posting;


 


(iii)                              in the
case of post to an overseas address, seven Business Days after posting; or


 


(iv)                             in the
case of a fax, on production of a transmission report by the machine from which
the fax was sent that indicates that the fax was transmitted in its entirety to
the fax number of the addressee; or


 


(v)                                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,


 


unless
it is personally received or faxed after 5.00 pm on the day, in which case it
shall be deemed to be received or faxed on the next succeeding Business Day;
and


 


(d)                                 in
the case of a notice of election under clause 8.2(d), clause 8.2(e) or
clause 9.4, an Application Form (if any) or a Notice of Exercise, that
election, application or notice 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 the election,
application or notice permit it to be submitted in electronic form, then that
election, application or notice 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 election, application or notice have been
satisfied.


 


24.5                       Error
Correction


 


(a)                                  In
the event that any error or mistake has been made in relation to the number
of  Securities the subject of:


 


(i)                                    an
Invitation under clause 4.2;


 


(ii)                                 an
inscription in the Register pursuant to clause 6.1; or


 


(iii)                              any
notification made under clause 9.3(c),


 


that
Invitation, inscription or notification, as the case may be, shall be null and
void and of no effect to the extent of any such error or mistake and the Board
may in its absolute discretion, correct such error or mistake, without the need
to obtain consent from the relevant Eligible Employee or relevant Participant,
by notice to the Eligible Employee or that Participant and, where appropriate,
may issue an amended Invitation or notification or correct the Register.


 


(b)                                 The
Board will notify the relevant Participant within a reasonable period after
discovering and correcting the error or mistake.


 


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24.6                       Governing
Law


 


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


 


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