Exhibit 4(c)15


 


Rules of the


Westpac Banking Corporation


Employee Share 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,
5 May 2003 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


 

















 


	
  Rules of the Westpac Banking Corporation

  Employee Share Plan

  	
   

  	
  

  



 


 


Table of Contents


 


	
  1.

  	
   

  	
  Purpose

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Definitions
  and interpretations

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Interpretation

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Principal
  Conditions

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Invitation
  to acquire Shares

  	
  5

  
	
   

  	
   

  	
  5.1      Issue

  	
  5

  
	
   

  	
   

  	
  5.2      Form

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Application
  for Shares

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Methods
  of Share Acquisition

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Acquisition
  of Shares by the Plan Company

  	
  7

  
	
   

  	
   

  	
  8.1      Directions
  by the Board

  	
  7

  
	
   

  	
   

  	
  8.2      Payment
  of contributions

  	
  7

  
	
   

  	
   

  	
  8.3      Use
  of contributions

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Allocation
  of Shares

  	
  7

  
	
   

  	
   

  	
  9.1      Bank’s
  action

  	
  7

  
	
   

  	
   

  	
  9.2      Registered
  holder

  	
  8

  
	
   

  	
   

  	
  9.3      Identification
  of funds

  	
  8

  
	
   

  	
   

  	
  9.4      Unallocated
  Shares

  	
  8

  
	
   

  	
   

  	
  9.5      Error
  in Allocation

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Non-forfeiture
  of Shares

  	
  9

  
	
   

  	
   

  	
  A Participant cannot be required to
  forfeit either:

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Restrictions
  on dealing with Shares

  	
  9

  
	
   

  	
   

  	
  11.1      Application
  of Holding Lock

  	
  9

  
	
   

  	
   

  	
  11.2      Holding
  Lock restrictions

  	
  9

  
	
   

  	
   

  	
  11.3      Enforcement
  by Board

  	
  9

  
	
   

  	
   

  	
  11.4      Release
  from Holding Lock

  	
  9

  
	
   

  	
   

  	
  11.5      Authority
  to Sell

  	
  10

  
	
   

  	
   

  	
  11.6      Calculation
  of Minimum Parcel

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Rights
  attaching to Shares

  	
  11

  
	
   

  	
   

  	
  12.1      Ranking
  and Listing

  	
  11

  
	
   

  	
   

  	
  12.2      Voting
  rights

  	
  11

  
	
   

  	
   

  	
  12.3      Bonus
  Shares

  	
  11

  
	
   

  	
   

  	
  12.4      Rights
  Issue

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Authorised
  deductions

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Commencement
  and termination

  	
  12

  
	
   

  	
   

  	
  14.1      Commencement

  	
  12

  
	
   

  	
   

  	
  14.2      Termination
  and Suspension

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Administration
  of the Plan

  	
  12

  



 


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  16.

  	
   

  	
  Amendment
  of the Plan

  	
  13

  
	
   

  	
   

  	
  16.1      By
  the Board

  	
  13

  
	
   

  	
   

  	
  16.2      Listing
  Rules

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Issue
  limitations

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Law,
  Listing Rules and the Constitution

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Rights
  of Participants

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  General

  	
  14

  
	
   

  	
   

  	
  20.1      Advice

  	
  14

  
	
   

  	
   

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

  	
  14

  
	
   

  	
   

  	
  20.3      Costs
  and Expenses

  	
  15

  
	
   

  	
   

  	
  20.4      Dispute

  	
  15

  
	
   

  	
   

  	
  20.5      Notices

  	
  15

  
	
   

  	
   

  	
  20.6      Governing
  Law

  	
  16

  



 


ii

















 


WESTPAC
BANKING CORPORATION (ABN 33 007 457 141)


 


EMPLOYEE
SHARE PLAN


 


RULES


 


1.                                     Purpose


 


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


 


2.                                     Definitions and
interpretations


 


In this
document the following terms have the following meanings:


 


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


 


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


 


(b)                                 such
other date as may be determined by the Board in its discretion so as to ensure
the Exemption Conditions are satisfied.


 


Application
means an application on an Application Form by
an Eligible Employee to acquire Shares 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).


 


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


 


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


 


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


 


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


 


1

















 


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


 


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


 


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


 


Corporations
Act means the Corporations Act 2001
(Cth).


 


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


 


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:


 


(a)                                  who, during the 12 months immediately preceding the date of
determination, has acquired a legal or beneficial interest in any Share or
option over Shares pursuant to any other share or option plan operated by or on
behalf of the Bank at any time; or


 


(b)                                 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.


 


The Board may
take into account any of the following factors in determining the eligibility
of an Employee:


 


(i)                                     the
length of continuous service of the Employee with any one or more Group
Companies;


 


(ii)                                 the
number of hours worked per week for Employees in part-time employment; or


 


(iii)                              any
other factors determined by the Board in its absolute discretion.


 


Employee means:


 


(a)                                  any
person who is in full-time or part-time employment of a Group Company; or


 


(b)                                 any
other person whom the Board determines shall be treated as an employee for the
purposes of the Plan.


 


Exemption
Conditions means the exemption
conditions set out in section 139CE of the Tax Act.


 


Group
Company means the Bank and any of its
subsidiaries.


 


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


 


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


 


2

















 


(a)                                  the third anniversary of the Acquisition Date, or such other date as
may be determined by the Board in its discretion subject to the satisfaction of
the Exemption Conditions; and


 


(b)                                 the
date on which the Participant ceases employment within the meaning of section
139CE(5) of the Tax Act.


 


Invitation means an invitation to apply to acquire Shares under the Plan, or
such other means as the Board may determine from time to time, subject always
to compliance with Law.


 


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:


 


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


 


(b)                                 in relation to the allocation of Shares that have been or are to be
acquired by way of allotment and issue by the Bank to the Plan Company for the
purposes of making that allocation to each relevant Participant, the weighted
average market price per Share quoted on the ASX during the five Business Day
period up to and including the day before the day on which the Shares are
allocated to that Participant in accordance with clause 9.  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.


 


Minimum
Parcel means the minimum number of
Shares determined by the Board from time to time and calculated in accordance
with clause 11.6.


 


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


 


Participant
means:


 


(a)                                  an
Eligible Employee who acts in accordance with clause 6(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, having satisfied the requirements of the Constitution,
is the shareholder named in the Bank’s register of members; or


 


(c)                                  if,
because of the Bankruptcy Act 1966 (Cth) or equivalent legislation in any other
jurisdiction, Shares (or any interests in Shares) held under the Plan that form
part of the property of a Eligible Employee, vest in the trustee of that
Eligible


 


3

















 


Employee’s
estate, that trustee, whether or not the name of that trustee had been entered
in the Bank’s register of members.


 


Plan
means the Westpac Banking Corporation
Employee Share Plan.


 


Plan
Company means Employee Share Plan Pty
Limited (ABN 93 068 131 260) or such other person or entity nominated from time
to time by the Board.


 


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


 


Relevant
Value in relation to an Eligible
Employee in respect of a Year means the amount determined by the Board and
specified in an Invitation.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Unallocated
Shares means Shares acquired at any
time:


 


(a)                                  by the Plan Company under clause 8.3 for the purposes
of the Plan which have not been allocated to a Participant under clause 9.1; and


 


(b)           by the Trustee under clause 9.5.


 


Year
means each period of twelve calendar
months commencing on 1 October and ending on 30 September of the
following calendar year or such other period as the Board determines at its
discretion.


 


4

















 


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


 


3.                                     Interpretation


 


In this
document unless the contrary intention appears:


 


(a)                                a
gender includes all genders;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.                                     Principal Conditions


 


The Plan in
its terms and operation, and Shares acquired by Eligible Employees under the
Plan, shall satisfy the Exemption Conditions so as to permit the application of
section 139BA of the Tax Act to Participants. 
Without limiting the foregoing, the Plan shall be operated on a
non-discriminatory basis within the meaning of that expression in section 139CE
and section 139GF of the Tax Act until such time as the Plan is terminated
under clause 14.2.


 


5.                                     Invitation to acquire Shares


 


5.1                              Issue


 


In its
absolute discretion and subject to these Rules, the Board may from time to time
issue or cause to be issued Invitations on behalf of the Bank to Eligible
Employees.  The Board


 


5

















 


may
further determine that those Invitations be made to Eligible Employees on terms
which are different between full-time and part-time employees.


 


5.2                              Form


 


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


 


(i)                                    the
date of the Invitation;


 


(ii)                                 the
Relevant Value in respect of each Eligible Employee;


 


(iii)                              the
amount, date and manner of payment of consideration (if any) by the Eligible
Employee to acquire the Shares;


 


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


 


(v)                                any
other material terms and conditions require by any relevant Class Order
and any other material terms and conditions applicable to the Invitation.


 


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


 


6.                                     Application for Shares


 


(a)                                  An
Eligible Employee who receives an Invitation may only make an Application by
applying for the full value of Shares the subject of the Invitation 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, the Eligible Employee remains an Employee, he or
she:


 


(i)                                    becomes
a Participant;


 


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


 


(iii)                              agrees
to be bound by the Rules.


 


7.                                     Methods of Share Acquisition


 


Shares
may be acquired for the purposes of the Plan:


 


(a)                                  by
way of allotment and issue of Shares by the Bank to the Plan Company in the
name of the respective Participants; or


 


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


 


(c)                                  by
transfer from the Trustee.


 


6
















 


8.                                     Acquisition of Shares by the
Plan Company


 


8.1                              Directions by the Board


 


Subject
to these Rules, the Listing Rules, the Constitution and any relevant Law to the
contrary, the Plan Company and the Trustee must follow any direction given to
it by the Board as to the operation of the Plan.


 


8.2                              Payment of contributions


 


Any
Group Company may pay to the Plan Company contributions as determined by the
Board from time to time to be used for the purposes of the Plan.


 


8.3                              Use of contributions


 


(a)                                Upon receipt of contributions from a Group Company, the Plan Company
must use such contributions to acquire Shares for Participants as directed from
time to time by the Board, within a reasonable period to be determined by the
Board.


 


(b)                               Pending the acquisition of Shares, the Plan Company may invest
moneys in short term deposits or otherwise apply moneys for the purposes of the
Plan.  Any interest earned on such
deposits will be used by the Plan Company towards the costs of administering
the Plan.


 


(c)                                If so directed by the Board, any money held by the Plan Company at
the end of a Year of Income shall be transferred to the Trustee or applied by
the Plan Company in whole or in part for the benefit of (subject to the Trust
Deed, as appropriate):


 


(i)                                   the Bank; or


 


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


 


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


 


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


 


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


 


(D)                              any
Charity.


 


9.                                     Allocation of Shares


 


9.1                              Bank’s action


 


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


 


	
  Number of Shares =

  	
   

  	
  Relevant Value

  	
   

  
	
   

  	
   

  	
  Market Price

  	
   

  



 


7

















 


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


 


(c)                                Each Participant agrees that the transfer of any Shares to the
Participant by the Trustee or Plan Company or the registration of any Shares in
the name of the Participant at the direction of the Trustee or the Plan Company
satisfies any right of the Participant to be allocated an equivalent number of
Shares under paragraph (a) of this clause 9.1 and discharges any
obligation of the Bank to make such allocation.


 


9.2                              Registered holder


 


Shares are to be registered in the name of the Participant.


 


9.3                              Identification of funds


 


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


 


9.4                              Unallocated Shares


 


If, after allocating Shares to Participants under clause 9.1, there remains Unallocated Shares, the Plan Company shall transfer
to the Trustee and the Trustee shall, if so directed by the Board:


 


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


 


(b)                                 (i)                                   transfer those Unallocated Shares;


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)                         any Charity;  or


 


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


 


9.5                              Error in Allocation


 


If any Share is allocated under this Plan in error or by
mistake to a person who is not the intended recipient of that Share or who is
not an Eligible Employee (the Mistaken 


 


8

















 


Recipient), the Mistaken Recipient shall have
no right or interest, and shall be taken never to have had any right or
interest, in that Share and shall hold that Share absolutely for the benefit of
the Trustee.  If directed by the Plan
Company to do so, the Mistaken Recipient must as soon as practicable (and in
any event within 10 Business Days of being so requested) transfer that Share to
the Trustee.  Each Participant
irrevocably appoints each officer of the Plan Company as the attorney of the
Participant to execute and deliver any instrument of transfer or other document
necessary or desirable to effect such a transfer from the Mistaken Recipient to
the Trustee. An officer of the Plan Company is required to execute the
instrument of transfer within a reasonable period of time.


 


10.                              Non-forfeiture of Shares


 


A Participant cannot be required to forfeit either:


 


(a)                                  ownership of Shares acquired; or


 


(b)                                 any rights acquired,


 


under the Plan.


 


11.                              Restrictions on dealing with
Shares


 


11.1                       Application of Holding Lock


 


Each
Participant:


 


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


 


(b)                               undertakes not to make a Release Request (or permit or authorise
another person to do so), in relation to any Shares allocated to the
Participant under clause 9, prior to the end of the Holding Lock Period.


 


11.2                       Holding Lock restrictions


 


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


 


11.3                       Enforcement by Board


 


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


 


11.4                       Release from Holding Lock


 


At any
time after the end of the Holding Lock Period and subject to clause 9.5:


 


9

















 


(a)                                a Participant shall be entitled to submit a Release Request to the
Board in respect of the relevant Shares. 
The Board shall release those Shares from the Holding Lock within a
reasonable period from the date of receipt of the Release Request; or


 


(b)                               the Board shall be entitled to approve the release of Shares from a
Holding Lock without having received a Release Request from a Participant and
remove those Shares from the Plan.


 


11.5                       Authority to Sell


 


(a)                                If after:


 


(i)                                   the expiration of the Holding Lock Period as a result of paragraph (b) of
the definition of Holding Lock Period; or


 


(ii)                                the release from the Holding Lock under clause 11.4,


 


a Participant holds less than the Minimum Parcel of Shares, the Plan
Company may, and will if directed to do so by the Board, without the need for
any authorisation from that Participant, sell the Shares registered in that
Participant’s name and deduct from the proceeds of such a sale an amount equal
to all outgoings and expenses the Plan Company incurs in selling such Shares.


 


(b)                               If at any time:


 


(i)                                   after the third anniversary of the Acquisition Date of any Shares;
and


 


(ii)                                prior to the release of those Shares from the Holding Lock,


 


a Participant ceases to be an Employee, or the Participant’s employer
has ceased to be a Group Company, the Plan Company may, and will if directed to
do so by the Board:


 


(A)                            if that Participant holds less than a Minimum Parcel of Shares, sell
all of the Shares registered in that Participant’s name pursuant to the Plan
and deduct from the proceeds of such a sale an amount equal to all outgoings
and expenses the Plan Company incurs in selling such Shares; or


 


(B)                              if that Participant holds a Minimum Parcel of Shares or more, take
all action that may be necessary to ensure that those Shares are released from
the Holding Lock.


 


11.6                       Calculation of Minimum Parcel


 


All Shares of which the Participant is the registered holder shall be
aggregated with all other Shares held by that Participant whether:


 


(a)                                under any of the Bank’s employee share plans, including this Plan,
but excluding


 


(i)                                   for the avoidance of doubt, any Shares which could be issued on
exercise of any unexercised options; and


 


(ii)                                Shares dealings in which are restricted under the rules of any
of those plans ; or


 


(b)                               otherwise,


 


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for the purpose of determining whether the Participant holds a Minimum
Parcel of Shares.


 


12.                              Rights attaching to Shares


 


12.1                       Ranking and Listing


 


(a)                                A Participant is entitled to receive any dividends and other
distributions paid or made on Shares allocated to that Participant under the
Plan and registered in the name of that Participant.  This applies even if such Shares are subject
to a Holding Lock.


 


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


 


12.2                       Voting rights


 


A
Participant may exercise any voting rights attaching to the Shares allocated to
that Participant under the Plan and registered in the name of that Participant,
or may appoint a proxy to represent and vote for him or her, at any meeting of
the members of the Bank. This applies even if such Shares are subject to a
Holding Lock.


 


12.3                       Bonus Shares


 


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


 


(b)                               Bonus Shares shall be deemed to be subject to the same Disposal
Restrictions for the purposes of the Plan as if they were the Original Shares.


 


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


 


12.4                       Rights Issue


 


The
Board may decide in its absolute discretion whether Participants can
participate in any pro rata rights issues of Shares made by the Bank (and
whether fully or partly in any such issue) or sell renounceable rights.


 


13.                              Authorised deductions


 


Before
making any payment to a Participant, the Plan Company is authorised to deduct:


 


(a)                                all outgoings and expenses it incurs in selling and otherwise dealing
with Shares for Participants;


 


(b)                               Tax which, in the opinion of the directors of the Plan Company, is
or would be payable by the Plan Company in connection with the Plan; and


 


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(c)                                any other amounts that in the opinion of the directors of the Plan
Company it is fair and reasonable to deduct.


 


14.                              Commencement and termination


 


14.1                       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.


 


14.2                       Termination and Suspension


 


(a)                                The Board may terminate or suspend the operation of the Plan at any
time by resolution of the Board.


 


(b)                               A resolution by the Board to terminate the operation of the Plan
must include the following:


 


(i)                                   the termination is to take effect from a date not less than three
years from the date of the last allotment or purchase of Shares under the Plan;
and


 


(ii)                                no further Invitations will be issued under the Plan between and
including the date of resolution and the date on which the termination is to
take effect.


 


15.                              Administration of the Plan


 


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


 


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


 


(i)                                   give directions to any one or more persons appointed under paragraph
(a) of this clause 15 as to the manner of the exercise by the Board
of any of its discretions under these Rules or the Plan;


 


(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.


 


16.                              Amendment of the Plan


 


16.1                       By the Board


 


Subject
to clause 16.2, 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
under paragraph (a) of this clause 16.1.


 


16.2                       Listing Rules


 


The
Board’s exercise of its powers under clause 16.1 is subject to any restrictions or procedural requirements relating
to the amendment of the rules of an employee incentive scheme imposed by
the Listing Rules and applicable to the Plan or the Shares, as the case
may be, unless those restrictions or requirements are relaxed or waived by the
ASX or any of its delegates either generally or in a particular case or class
of cases and either expressly or by implication.


 


17.                              Issue limitations


 


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


 


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


 


18.                              Law, Listing Rules and
the Constitution


 


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


 


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19.                              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; or


 


(e)                                confers any responsibility or liability on any Group Company or its
directors, officers, employees, representatives or agents in respect of any
taxation liabilities of the Eligible Employees or Participants at any time,
whether before or after the termination of the Plan.


 


20.                              General


 


20.1                       Advice


 


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


 


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


 


(a)                                The Plan Company acts as principal in the operation of the Plan and
not as an agent of the Bank or of Participants.


 


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


 


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


 


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


 


(e)                                The Bank does not have any entitlement to Shares or other property
held by the Trustee under the terms of the Trust Deed and is not entitled to
any distribution of income or capital from the Trust.


 


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20.3                       Costs and Expenses


 


With the exception of Taxes that may be levied on the Plan Company or
the Trustee in respect of the sale or purchase of Shares on behalf of a
Participant under this Plan, a Participant will not be liable for any costs
incurred by the Plan Company or by the Trustee in connection 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.


 


20.4                       Dispute


 


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


 


20.5                       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 sender 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:


 


(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;


 


(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;


 


15

















 


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


 


20.6                       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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