Exhibit 4(c).5


SENIOR OFFICERS’ SHARE PURCHASE SCHEME


RULES


PART 1

RULES APPLICABLE TO BOTH SCHEMES


1.1          Application


The Rules comprising and contained in this Part 1 shall apply to the
First Scheme and to the Second Scheme.


1.2          Definitions


In these Rules unless the context otherwise requires:


“the Bank” means Westpac Banking Corporation;


“the Directors” means the directors of the Bank from time to
time or a majority of them;


“Eligible Officer” means an employee or executive director of
the Bank or a wholly owned subsidiary of the Bank eligible to participate in
the Schemes under Rule 2.3 and/or Rule 3.3;


“the First Scheme” means the share scheme described in Part 2
of these Rules;


“the First Scheme Shares” means Scheme Shares issued pursuant to the
First Scheme;


“the Rules” and “these Rules” mean
the rules set out herein as they may from time to time be amended;


“Senior Officer” means an officer of the Bank or its wholly
owned subsidiaries who meets the eligibility criteria as determined by the
Directors from time to time;


“shares” means ordinary shares of $1.00 each in the capital of the Bank;


“the Schemes” and “these Schemes” mean
the First Scheme and the Second Scheme or either of them;


“Scheme Shares” means partly paid shares issued pursuant to
either of the Schemes until such time as the same have been fully paid up;  and


“the Second Scheme” means that share scheme described in Part 3
of these Rules.









 



Words denoting the singular number only shall include the plural number
and vice versa and words denoting the masculine gender shall include the
feminine and neuter genders.


1.3          Calls at Instigation of the
Bank


The Directors (or in the event of the winding-up of the Bank, its
Liquidators) may make calls in respect of Scheme Shares as follows:


1.3.1        In
the event of a winding-up of the Bank, in respect of all Scheme Shares;


1.3.2        In
the event of a particular Eligible Officer becoming bankrupt - in respect of
all Scheme Shares issued to him,  or


1.3.3        In
the event of a particular Eligible Officer ceasing to be employed by the Bank
for any reason whatsoever, in respect of all Scheme Shares issued to him
provided that where the Eligible Officer ceased to be so employed by reason of
his death or retirement at age 60 or more (or, in the case of retirement, at
any other time with the Bank’s consent) or by reason of his illness or
incapacity (as certified in writing by a medical practitioner approved by the
Directors) a call shall not be made until after the expiration of three months
from the date of cessation of employment.


1.4          Calls at Instigation of
Eligible Officer


An Eligible Officer (or his legal personal
representatives) may at any time and from time to time request in writing that
a call be made in respect of some (being 1000 or a multiple thereof) or all of
his Scheme Shares.  The Directors shall
within fourteen days (14) after the receipt of such a request make a call in
respect of the Scheme Shares to which such request relates.


1.5          Amount and Payment of Calls


All calls made by the Directors under these Rules shall
be for the full amount owing in respect of the relevant Scheme Shares and if
made pursuant to a request by an Eligible Officer (or his legal personal
representatives) shall be made so as to become payable not later than thirty
(30) days after the date of such a call and if made by the Directors otherwise
than pursuant to such a request shall be made so as to become payable not later
than sixty (60) days after the date of such call.


1.6          Rights Attaching to Scheme
Shares


1.6.1        Scheme shares shall not rank for dividends until the day after the next
books closing date for the purpose of determining entitlement to dividends
following the shares becoming fully paid up.


1.6.2        Until Scheme Shares are fully paid up, they shall entitle the holder
thereof:


1.6.2.1     In the
case of First Scheme Shares, on a poll to one vote for every complete ten (10)
First Scheme Shares held;  and



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1.6.2.2     In the
case of Second Scheme Shares, on a poll to one vote for every complete hundred
Second Scheme Shares held.


1.6.3        Scheme Shares shall be issued on terms that they shall carry the right
to participate in any capitalisation, allotment and distribution as provided in
the Bank’s constitution, notwithstanding that such shares are not entitled to
participate in the distribution of profits until fully paid.


1.7          Quotation of Scheme Shares


Upon any of the Scheme Shares becoming fully paid
up, application will be made for such shares to be quoted on all stock
exchanges upon which the Bank’s ordinary shares are quoted and such shares
shall (subject to Rule 1.6.1) then rank pari passu in all respects with the
existing fully paid shares of the Bank.


1.8          Rights to Employees


The Schemes shall not form part of any contract of
employment between the Bank and any of its employees and shall not confer
directly or indirectly on any employee any legal or equitable right whatsoever
(other than rights as Proprietors of the Bank under any shares issued under the
Schemes or rights under Rule 1.4) against the Bank.


1.9          Restrictions on Alterations
to Scheme


The provisions of Rules 1.6, 2.3, 2.5, 2.6, 2.7,
3.3, 3.5, 3.6, 3.7 and this Rule 1.9 may not be altered to the advantage of
Eligible Officers without the prior approval of the Proprietors of the Bank in
general meeting.


1.10        Powers of the Directors


The Schemes shall be administered by the Directors who shall have power
to:


1.10.1      determine
appropriate procedures for administration of the Schemes consistent with the
provisions of these Rules;


1.10.2      resolve
conclusively all questions of fact or interpretation arising in connection with
the Schemes;


1.10.3      Delegate to any one or more persons (including, but not restricted to a
committee of Directors) for such period and on such conditions as they may
determine the exercise of any of their powers or discretions arising under the
Schemes;  and


1.10.4      Subject
to Rule 1.9, change or add to these Rules.


1.11        Headings


Headings are for ease of reference only and shall not affect the
interpretation of these rules.



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PART 2

RULES APPLICABLE TO THE FIRST SCHEME


2.1          Application


The Rules comprising and contained in this Part 2
shall apply to Scheme Shares issued by the Bank pursuant to the Westpac Senior
Officers’ Share Purchase Scheme between 27 January 1984 and 20 January 1988
and, in addition, any Scheme Shares allotted after that date pursuant to an
entitlement to such shares which was first offered by the Directors prior to 29
January 1988 but which were not taken up under that or a subsequent offer until
after that date.


2.2          Definition


In this Part 2 unless the context otherwise requires:


“the Relevant Day” means:


· in the case of shares to be issued on
or as soon as practicable after the 28 February in any year, the 28 February or
the first trading day on the Australian Stock Exchange thereafter and;


· in the case of shares to be issued on
or as soon as practicable after the 31 August in any year, the 31 August or the
first trading day on the Australian Stock Exchange thereafter.


2.3          Eligibility


All full-time employees and executive directors of
the Bank and wholly-owned subsidiaries of the Bank designated by the Directors
from time to time who have, as determined by the Directors, prior to the
Relevant Day achieved a level of status in their employment or office equal to
or above that of Senior Officer shall be eligible to participate in the Scheme.


2.4          Entitlement


Subject to Rule 2.7 the number of First Scheme
Shares (if any) for which an Eligible Officer shall be entitled to apply from
time to time shall be determined by the Directors in their absolute discretion.


2.5          Administration


Shortly before the 28 February and 31 August in each
year Eligible Officers shall be invited to apply to take up their entitlement
or part thereof (being 1000 shares or multiple thereof) under the First
Scheme.  The price for shares issued under
the First Scheme shall be as provided in Rule 2.6 hereof and shall be payable
in accordance with that Rule.


2.6          Issue Price


2.6.1        Shares
to be issued under the First Scheme from 30 January 1987 shall be issued at a
price which shall be the greater of par value and whichever is the smaller of:



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2.6.1.1     the last
sale price per share of shares on the Australian Stock Exchange on the Relevant
Day;  and


2.6.1.2     the
greater of:


(i)           the last sale price on the Australian Stock Exchange on the day on
which the call is made, or


(ii)          if there has been any one or more bonus issues, rights issues or grants
of any other equity entitlement in respect of shares between the date of the
offer (that was accepted by the Eligible Officer in respect of the First Scheme
shares), in respect to the subject of the call at the date of the call, the
price is ascertained by reference to the following formula. 


	
  

  	
  IP

  	
  = SP x TS

  	
   

  
	
   

  	
   

  	
  NS

  	
   

  
	
   

  	
   

  	
   

  



 


Where:


IP is the issue price in cents to be ascertained;


SP is the last sale price per share in cents of shares on the Australian
Stock Exchange on the day on which the call is made;


TS is the total number of shares subject to the call plus all bonus
issues, rights issues and the number of underlying entitlements to any other
equity entitlement of shares subject to the call;  and


NS is the total number of shares subject to the call.


2.6.2        The
issue price so determined shall comprise capital as to the par value of the
share and premium as to the balance (if any) over par value.  The price for each share shall be payable as
to 10 cents Australian currency, being on account of par value, upon
application and the balance in accordance with a call made pursuant to Rule 1.3
or 1.4 hereof.


2.7          Limitations on Shares Issued


2.7.1        The
total par value of First Scheme Shares held at any time by Eligible Officers
and of any bonus shares issued in respect of First Scheme Shares shall not
exceed 1.5% of the issued capital of the Bank at any time.


2.7.2        The
maximum aggregate number of First Scheme Shares for which an Eligible Officer
shall be entitled to subscribe is 50,000 shares.



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2.8          Termination


The
First Scheme may (without in any way affecting the Second Scheme) at any time
be terminated by resolution of the Directors.



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PART 3

RULES APPLICABLE TO THE SECOND SCHEME


3.1          Application


The Rules comprising and contained in this Part 3
shall apply to Scheme Shares issued by the Bank pursuant to the Westpac Senior
Officers’ Share Purchase Scheme after 29 January 1988 other than Scheme Shares
falling within the definition of First Scheme Shares.


3.2          Definitions


In this Part 3, unless the context otherwise requires:


“Market Price” means such amount as is determined by the
Directors in their reasonable opinion as being the price per share that would
be paid on the Australian Stock Exchange for a share by a willing purchaser on
an arm’s length basis.


“Securities” means shares and options for shares and any other security or other
instrument creating rights to any other interest in shares and issued pursuant
to the Second Scheme.


3.3          Eligibility


All full-time employees and executive directors of
the Bank and wholly-owned subsidiaries of the Bank designated by the Directors
from time to time who have, as determined by the Directors, achieved a level of
status in their employment or office equal to or above that of Senior Officer
shall be eligible to participate in the Scheme.


3.4          Entitlement


Subject to Rule 3.7, the number of Securities (if
any) for which an Eligible Officer shall be entitled to apply from time to time
shall be determined by the Directors in their absolute discretion and in
particular the Directors may require an Eligible Officer to apply for shares
which have been offered under the First Scheme before becoming entitled to any
securities under the Second Scheme.


3.5          Administration


3.5.1        Subject
to Rule 3.5.2, at such time or times as the Directors in their absolute
discretion may determine, Eligible Officers or any one or more of them shall be
invited to apply to take up their entitlement or a part thereof (being 1000
Securities or a multiple thereof) under the Second Scheme.


3.5.2        The
Directors shall ensure that Securities are not issued in such quantities and at
such a price below the average market price over the month prior to such
determination (taking into account variations in the market generally) as to
materially adversely affect the interests of existing Proprietors of the Bank.



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3.6          Issue Price


3.6.1        Any
shares issued pursuant to the Second Scheme shall be issued at a price which
shall be the greater of par value and the Market Price on the day prior to the
invitation referred to in Rule 3.5.1 of the shares so issued.


3.6.2        The
issue price determined in accordance with Rule 3.6.1 shall comprise capital as
to the par value of the share and premium as to the balance (if any) over par
value.


3.6.3        The
issue price of each share shall be payable in accordance with a call made
pursuant to Rule 1.3 or 1.4 hereof or otherwise payable at the discretion of
the Directors (with the Directors having the power to exercise such discretion
in a different manner in respect of each allotment and in respect of each
Eligible Officer) in such manner as may be determined by the Directors.


3.6.4        The
issue price of each of the Securities (other than a share) shall be payable and
upon exercise of any right granted to the holder of any of the Securities to
acquire a share and, if one cent was paid by such holder upon application for
any of the Securities, the one cent shall be applied in reduction of the amount
payable for such share.


3.7          Limitations on Shares Issued


The total number of Second
Scheme Shares which may be offered to Eligible Officers shall not exceed the
maximum permitted under any class order of the Australian Securities and Investments
Commission providing relief from the prospectus regime of the Corporations Law
to ensure compliance with such class order.


3.8          Conditions on Securities


The Directors may make rules with respect to or place conditions on
Securities such that the terms of issue of the Securities are consistent with
these Rules as they affect Scheme Shares.


3.9          Termination


The Second Scheme may (without in any way affecting the First Scheme)
at any time be terminated by resolution of the Directors.



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PART 4

OPPORTUNITY TO WITHDRAW FROM SCHEMES


4.1          Application


The rules in this Part 4 apply to all Scheme Shares, including shares
in respect of which a call made before the Adoption Date is unpaid.


4.2          Definitions


In this Part 4, unless the context otherwise requires:


“Adoption Date” means the day on which these Rules were
altered by adding this Part 4;  and


“Arranged Buyer” means a party with which the Bank has
entered into an agreement under which that party agrees with the Bank that it
will:


(a)           accept transfers of such Scheme Shares as the holders of Scheme Shares
indicate, by notices given under Rule 4.5.1, that they wish to transfer;  and


(b)           after becoming the holder of Scheme Shares so transferred to it, meet a
call made by the Bank (in an amount equal to the smaller of the unpaid amount,
both capital and premium, and 921⁄2% of the per share market price of fully paid
ordinary shares in the capital of the Bank at or about the time the call is
made or, if the amount so determined would be less than the capital unpaid, then
the capital unpaid) in respect of each such Scheme Share on the footing that
the amount paid in response to the call shall be applied first in satisfying
the unpaid balance of the par or nominal amount of the Scheme Share and
thereafter towards the unpaid premium and that so much of the premium as is
then still unpaid when the call has been paid shall be forgiven.


4.3          Freezing of New Issues of
Shares and Calls on Shares


4.3.1        After the Adoption Date, no further shares shall be allotted pursuant
to these Schemes except for shares to be allotted in consequence of exercise of
options issued pursuant to these Schemes before, on or after the Approval Date
and nothing in this Part 4 restricts either the grant pursuant to other
provisions of these Rules of options to subscribe for shares or the allotment
of shares in consequence of the exercise of any option.


4.3.2        After the Adoption Date, no calls shall be made in respect of Scheme
Shares on issue at the Adoption Date until the transfer of such of the Scheme Shares
as are to be transferred pursuant to Rule 4.6 has been completed.


4.3.3        As soon as practicable after the Adoption Date, all calls which have
previously been made in respect of Scheme Shares and remain unpaid shall be
revoked and such interest as may have accrued on any overdue call shall be
waived.



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4.3.4        Notice of revocation of each such call shall be given to the holder of
the relevant Scheme Shares at the same time as a written statement is furnished
to that holder under Rule 4.4.


4.4          Position Statement to Each
Holder


Within fourteen days after the Adoption Date, the Bank shall furnish to
each holder of Scheme Shares a statement in writing which sets out:


(a)           the
number of the Scheme Shares he or she holds;


(b)           the
amount to which each such Scheme Share is paid up;


(c)           the amount of the issue price of each such Scheme Share which is unpaid
or, in a case where Rule 2.6.1 applies, the amount of the issue price that
would have been unpaid had a call been made on a day specified in the
statement, being a day not more than seven days before the date of the
statement;  and


(d)           an explanation of the courses of action open to the holder in respect
of his or her Scheme Shares having regard to the introduction of this Part 4
into these Rules,


with a form of Power of
Attorney for use by the holder in the event that he or she decides to give
notice under Rule 4.5.1.


4.5          Election by Holder to
Transfer Shares


4.5.1        A holder of Scheme Shares may, on or before a date specified in the
statement furnished under Rule 4.4 (being a date not less than fourteen days
after a statement is furnished to the holder pursuant to Rule 4.4), give
written notice to the Bank that the holder wishes to transfer such of the
Scheme Shares held by the holder as are specified in the notice, the
consideration for the transfer of all Scheme Shares so specified being one cent
only (being nominal consideration).


4.5.2        A notice given to the Bank under Rule 4.5.1 shall not be effective
unless it is accompanied by:


(a)           a Power of Attorney which is in the form submitted by the Bank to the
holder with the statement furnished under Rule 4.4 and is duly completed and
executed by the holder.


4.6          Transfer of Shares


4.6.1        As soon as practicable after receipt by the Bank of a notice and Power
of Attorney given by a holder of Scheme Shares in accordance with Rule 4.5, the
Bank shall cause all Scheme Shares the subject of the notice to be transferred
on the holder’s behalf to an Approved Buyer.



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4.6.2        Transfer of Scheme Shares pursuant to Rule 4.6.1 shall be permitted and
may be effected notwithstanding any restriction on transfer of Scheme Shares
imposed by or pursuant to these Rules.


4.7          Arrangements Following
Transfer


If, after all transfers of Scheme Shares to be made
pursuant to Rule 4.6 have been completed, any Scheme Shares continue to be held
by the persons who were the holders of them on the Adoption Date, those Scheme
Shares shall continue to be held on the same terms as applied to them
immediately before the Adoption Date save that revocation pursuant to Rule
4.3.3 of any call that had been made in respect of them before the Adoption
Date and was then unpaid shall continue to be effective but a call may
afterwards be made again in accordance with the provisions as to the making of
calls in Part 1 of these Rules.



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OPTIONS -
SPECIFIC CONDITIONS


1.             Definitions


“$” or “Dollars”
means Australian dollars;


“Bank” means Westpac Banking Corporation;


“Balance of the Option Price” means, at any time, BOP, where:


BOP = OS x OP - ((BN x $0.01), but only if (BN x $0.01) was paid by the
Holder on or before the Date of Grant),


where OS is the number at that time, of the Option Shares; OP is the
Option Price; and BN is the Base Number;


“Base Number” means the number so designated in the Register;


“Base Price” means the price so designated in the Register;


“Bonus Shares” means Shares which a holder of Shares is
entitled to have allotted to him in any bonus issue by way of capitalisation of
profits, reserves or share premium account;


“Date of Grant” means the date when the Holder’s name is
entered on the Register;


“Exercise Period” means the period commencing on the First
Exercise Date and ending on the Last Exercise Date;


“First Exercise Date” means the earlier of:


(a)           the
day three years after the Date of Grant;


(b)           the
date on which the Holder Retires or, while an Officer, dies;  and


(c)           the date on which the employer of the Holder (if other than the Bank)
ceases to be a wholly owned subsidiary of the Bank;


“Group Company” means the Bank and any of its subsidiaries.


“Holder” means an option holder whose name has been entered in the Register or
his legal personal representative;


“Last Exercise Date” means the earlier of:


(a)           (i)            in the case of Options on issue as at 17
December 1998, the day five years after the Date of Grant;  or



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(ii)           in
the case of Options issued after 17 December 1998, the day ten years after the
Date of Grant;


(b)           the
date twelve months after the day on which the Holder Retires or, while an
Officer, dies;


(c)           the date twelve months after the day on which the employer of the
Holder (if other than the Bank) ceases to be a wholly owned subsidiary of the
Bank;  and


(d)           if determined in the Bank’s discretion, the date determined by the Bank
if the Holder ceases to be an Officer (other than under paragraph (b) or (c));


“Notice of Exercise” means a completed notice, signed by the
Holder, in the form determined by the Bank from time to time;


“Notional Shares” means, at any time during the Option Period,
that number of Shares which the Holder would hold if:


(a)           he had held, on the Date of Grant and throughout the Option Period, the
Base Number of Shares;


(b)           there had been allotted to him and he had, throughout the remainder of
the Option Period, retained all Bonus Shares to which from time to time he had
been entitled;


(c)           he had subscribed for, and throughout the remainder of the Option
Period retained, all Rights Issue Shares for which from time to time he had
been entitled to subscribe;  and


(d)           he had neither held, on the Date of Grant, any shares in the Bank other
than the Shares referred to in paragraph (a) of this definition, nor acquired,
except as contemplated by paragraphs (b) and (c) of this definition, any shares
in the Bank;


“Officer” means a full time employee or executive director of the Bank, or of
any wholly owned subsidiary of the Bank, as designated by the directors of the
Bank from time to time;


“Option” means the option granted to the Holder, evidenced by the entry of the
holding on the Register;


“Option Period” means the period commencing on the Date of
Grant and ending when the Option is exercised or lapses;


“Option Price” means an average price per Option Share,
ascertained:


(a)           by attributing the Base Price to each of the Base Number of Shares;


(b)           by attributing to each Bonus Share included in the Option Shares a
price of zero;  and



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(c)           by attributing to each Rights Issue Share included in the Option Shares
a price per share equal to the full amount payable by a subscriber in respect
of, and for the purpose of paying up in full the par value and any premium, a
share of the relevant issue of Rights Issue Shares,


and by making such further adjustments (determined
in accordance with Condition 9) as are appropriate to take account of a
subdivision or consolidation of the Shares or of any reduction or other
reconstruction of the capital of the Bank;


“Option Shares” means a number of Shares equal to the number
of the Notional Shares adjusted:


(a)           by the appropriate proportionate increase upon any sub-division of the
Shares;


(b)           by the appropriate proportionate decrease upon any consolidation of the
Shares;  and


(c)           by the appropriate proportionate adjustment upon any reduction or other
reconstruction of the capital of the Bank, determined in accordance with
Condition 9;


“Register” means the register of options maintained by the Bank evidencing each
Holder’s rights to options granted under the scheme;


“Retire”, in respect of an Officer, means retirement from service with the Bank
or with any wholly owned subsidiary of the Bank at the normal retirement age,
or at any other time with the Bank’s consent, and “Retirement” has the
corresponding meaning;


“Rights Issue Shares” means ordinary shares in the capital of the
Bank for which holders of Shares are entitled to subscribe pro rata according
to their respective holdings of Shares in accordance with the terms of an offer
or an invitation made by the Bank for cash subscription;  and


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


2.             Payment for Option


(a)           The
Holder shall, no later than the earliest of:


(i)            the
Last Exercise Date;


(ii)           the
day on which he ceases to be an Officer otherwise than by death or
Retirement;  and


(iii)          the
day on which he lodges, and before he lodges, a Notice of Exercise,


pay to the Bank the Balance of the Option Price.


(b)           For
the purpose of Condition 2(a), if:



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(i)            the
Holder is an Officer whose employer is a wholly owned subsidiary of the Bank;
and


(ii)           the
employer ceases to be a wholly owned subsidiary,


that employer shall be taken to continue to be a wholly owned
subsidiary of the Bank of the kind referred to in the definition of “Officer”
in Condition 1.


3.             Option Exercise Alternatives


(a)           The Holder may, at the times permitted and in the manner provided by
these Conditions (but not at any time after the Option has lapsed) either:


(i)
           exercise the Option, in respect of some or
all the Option Shares, by lodging, in accordance with Condition 4, a Notice of
Exercise, at the head office of the Bank for the time being;  or


(ii)           allow the Option to lapse in respect of some or all of the Option
Shares.


(b)           A Holder electing to exercise the Option may, in multiples of 1,000 or
all of the Option Shares then held under the Option, exercise the Option by
electing as contemplated by Condition 4, to have Shares delivered.


4.             Method of Exercise of Option


(a)           The Option is exercisable as to all or such number of the Option Shares
as is specified in a Notice of Exercise, by the lodgement during the Exercise
Period at the head office for the time being of the Bank, of the Notice of
Exercise as duly completed and executed by the Holder.


(b)           The Option Price in respect of the Shares for which the Option is
exercised pursuant to Condition 3(b), at the Directors’ discretion, shall be
applied:


(i)
           in paying up those Shares which shall, on
allotment be credited as fully paid; or


(ii)           towards purchasing those Shares (together with, to the extent permitted
by the Corporations Act 2001 (Cth),
moneys provided by the Bank).


(c)           If the Directors determine that the Bank will issue the Shares under
Condition 4(b)(i), the Bank shall promptly allot the relevant number of Shares
to the Holder and adjust the Register accordingly, and enter the Holder’s name
in the register of shareholders.


(d)           If the Directors determine to deliver existing Shares pursuant to
Condition 4(b)(ii), they shall 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 Directors shall pay or cause to be paid to that Entity an amount
equal to the costs and expenses of the acquisition of those Shares.



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



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


(g)           The Entity is not an agent or trustee for the Bank or, except as
provided by paragraph (f) of this Condition 4, any Holder.


5.             Repayment of Balance of
Option Price


(a)           If the Option lapses the Bank shall promptly repay to the Holder the
Balance of the Option Price.


(b)           If the Holder exercises the Option as contemplated by Condition 3(b),
by requesting the allotment of Shares in respect of some, but not all of the
Option Shares, the Bank shall promptly repay to the Holder a portion of the
Balance of the Option Price ascertained by applying the following formula:


	
  P = BOP x 

  	
  NL

  	
   

  
	
   

  	
  OS

  	
   

  



 


where P is the portion of the Balance of the Option
Price to be repaid; BOP is the Balance of the Option Price; NL is the number of
Option Shares in respect of which the Option is not exercised as contemplated
by Condition 3(b); and OS is the total number of the Option Shares.


6.             Set-off of Payments


Where, pursuant to these Conditions, the Holder is
obliged to make a payment to the Bank and the Bank is obliged to repay some or
all of that payment to the Holder, the Bank may, in its absolute discretion,
set off any amount owing by the Holder against any amount the Bank is obliged
to repay.  The liability of the Holder to
the Bank shall be reduced by the amount set off.


7.             Dividends and Listing


(a)           The Shares shall, from the date of allotment, rank equally with all
other issued Shares.


(b)           The Bank shall, as soon as possible after the date of allotment, apply
for official quotation of those Shares on each stock exchange on which Shares
are listed unless the Bank has made such application before such time.


8.             Lapse


This Option shall lapse, to the extent that it has not been exercised,
on the earliest of:



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(a)           the Last Exercise Date;  and


(b)           the day on which the Holder ceases to be an Officer, otherwise than
under paragraph (b), (c) or (d) of the Last Exercise Date.


Upon this Option lapsing, all rights of the Holder under it, except the
right to a repayment under Condition 5 shall cease.


Notwithstanding the foregoing, if the Holder ceases to be an Officer,
otherwise than under paragraphs (b) or (c) of the Last Exercise Date, the Bank
may determine at its discretion that a proportion of the total number of
Options held by the Holder will not lapse, with the remaining Options to lapse.


9.             Determination of Number of
Option Shares and of Option Price


The Directors of the Bank may determine the amount
or extent of any adjustment to be made, in accordance with the definitions of “Option
Shares” and “Option Price”, to the number of the Option Shares or the amount of
the Option Price, having regard to the provisions of those definitions and to
these Conditions, and each such determination shall be conclusive and binding
on the Bank and the Holder.


10.          Option not Transferable


The Option may not be transferred or assigned.


11.          General


The entitlement of the Holder is subject to both the
Listing Rules of Australian Stock Exchange Limited as in force from time to time,
and the Bank’s Constitution.  Upon the
making of any adjustment contemplated by these Conditions, fractions on
aggregation will be disregarded.



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