Exhibit
4(c).4


WESTPAC EMPLOYEE SHARE PLAN (WESP) — STAGE ONE


REGULATIONS AND RULES FOR PARTICIPATION


STAGE ONE: REGULATIONS


OVERVIEW


Westpac Banking Corporation (‘Westpac’) is to sponsor the creation of
Employee Share Plan Pty Limited (‘ESL’)
to provide employees of Westpac and its subsidiaries and directors of Westpac (‘Officers’) with remuneration related
benefits under the Westpac Employee Share Plan (‘WESP’) (previously referred to as Westpac Employee Share
Scheme (‘WESS’)).


For the purposes of current
taxation law, offers to Officers to participate in WESP will operate in two
stages:


·              Stage One (as offered up to 30 June 1996) is
designed to operate under the income tax provisions of Section 26AAC of the
Income Tax Assessment Act 1936, as amended (‘ITAA’).
Stage One (as offered from 17 December 1998) is designed to operate under the
provisions of Division 13A of ITAA.


·              Stage Two will operate from 1 July 1996 and is
designed to operate under the provisions of Division 13A of ITAA.


WESP will have the potential
to create wealth without attracting fringe benefits tax and neither
superannuation lump sum limits nor preservation rules will apply.


WESP has been designed to
encourage employee commitment and share the success of the organisation with
employees.


Participation in WESP by
non-executive directors of Westpac will be limited to Salary Sacrifice Offers.


The board of ESL may consist
of up to five directors. Ultimate control of ESL will rest with its board
including day to day management functions in relation to ESL. The operation of
WESP will be controlled by a Committee appointed by Westpac.


The WESP will operate in
accordance with the provisions and principles contained in these regulations.
The content of corporate documents, offering circulars and other documents
through which WESP is carried into effect shall not be inconsistent with these
regulations.


These regulations must not be altered except in
accordance with listing rules of Australian Stock Exchange Limited from time to
time in force which regulate the alteration of the terms and conditions under
which employee incentive schemes operate. These regulations were amended under
a waiver by the Australian
Stock Exchange (ASX) from Listing Rule 3W dated 16 November 1995 and from
Listing Rule 7.38 (formerly 3W) dated 30 September 1997. WESP was reintroduced
(in amended form) pursuant to shareholder approval on 17 December 1998. These
regulations were amended pursuant to a waiver by the Australian Stock Exchange
(ASX) from Listing Rule 7.38 dated 23 March 2000, and pursuant to shareholder
approval on 15 December 2000.


SHARE
PURCHASES


WESP involves ESL purchasing
Westpac shares for participating Officers in accordance with the Rules for
Participation established by Westpac from time to time.


Participation in Egalitarian
Profit Share Offer, Individual Recognition Offers and Salary Sacrifice Offers
will be available to all employees:


·              who are full-time or part-time employees of
Westpac or a Westpac subsidiary;


·              whose performance as employees is judged satisfactory
or better in periodic performance reviews; and


·              who are located in jurisdictions where it is
legally practicable to offer participation.


Participation in Salary
Sacrifice Offers will be available to all non-executive directors of Westpac.


All payments by Westpac to
ESL to fund the acquisition of Westpac shares for participating Officers will
be paid by Westpac, along with the issue price paid up or credited as paid up
in respect of any Westpac shares issued under WESP, as part of remuneration arrangements
and are to come within remuneration budgets established by Westpac from time to
time.


For Officers whose shares are
being funded from their remuneration package, contributions of up to 20% of
total remuneration may be made or up to such other percentage as Westpac may
determine from time to time.


INVESTMENT
CHOICE - WESTPAC SHARES


ESL will use moneys paid to
it in purchasing Westpac ordinary shares on the stock market or procuring
Westpac to issue Westpac ordinary shares.


ESL will not acquire Westpac
shares beyond 10% of Westpac’s total issued ordinary capital.









 



FEES AND
EXPENSES


Fees and expenses of WESP will be paid by ESL except
to such extent (if any) as Westpac determines from time to time.


RESTRICTIONS
ON HOLDING SHARES


No sale or withdrawal of
Westpac shares can be made in the first year of the relevant participating
Officer holding that share, other than on account of hardship as determined by
Westpac.


Officers may thereafter
request a sale or withdrawal of their shares. ESL has a discretion whether to
approve any sale or withdrawal request in full, in part, or not at all. In
exercising its discretion, ESL will take into account the terms of the offer of
participation at the time each offer was made.


Officers who leave employment
with Westpac or a Westpac subsidiary, or in the case of non-executive directors
leave their directorship with Westpac, may continue to hold their shares under
WESP for up to 12 months from the date of departure.


Officers who retire may continue to hold their shares
under WESP for up to 5 years after the date of retirement.


TAXATION
SUMMARY


Benefits under Stage One of
WESP (as offered up to 30 June 1996) are taxable as income in the year that
Westpac shares are sold by participating Officers or shares are withdrawn and
are no longer held by Participating Officers subject to these WESP Regulations,
and Rules for Participation.


Benefits under Stage One of
WESP (as offered from 17 December 1998) are taxable as income under Division
13A of ITAA in the year of acquisition if the Officer elects to be so taxed or
the earlier of the time when the participating Officer disposes of the shares;
or the later of the time when any restriction preventing the Officer from
disposing of the shares ceases to have effect and the time when any condition
that could result in the Officer forfeiting ownership of the shares ceases to
have effect; or the time when employment with Westpac or a Westpac subsidiary,
or in the case of a non-executive director their directorship with Westpac,
ceases; or ten years from the acquisition of the shares or rights.


Dividends paid to Officers
are taxable as income in the year of receipt with franking credits applying
where appropriate.


Taxation implications in
other jurisdictions will need to be examined by the Officers concerned.


REPORTS TO
OFFICERS


Each Officer participating in
WESP will be provided with a regular statement showing details of shares added
and subtracted to their registered holding in any given period of time.


Reports will also be sent to
Officers confirming shares sold, dividends paid, and detailing necessary
information for taxation purposes.


STAGE ONE: RULES FOR PARTICIPATION UP
TO 30 JUNE 1996 AND FROM 17 DECEMBER 1998


1.             PURPOSE


The purpose of these Rules for Participation is to
specify the basis of participation of Officers of Westpac or an Associated
Company in Stage One of the Westpac Employee Share Plan (‘WESP’) in accordance with the Regulations
of WESP.


2.             DEFINITIONS


2.1           In these Rules for Participation, the following terms have these meanings
unless the contrary intention appears:


Associated Company means a subsidiary (as that term is defined in
the Corporations Law) of Westpac;


ASX means Australian Stock Exchange Limited.


Charity means any entity, gifts or contributions to
which are deductible in accordance with Division 30 of the Income Tax
Assessment Act 1936, or any charitable organisation as determined from time to
time by the board of directors of Westpac.


Committee means the Committee appointed by Westpac for
the purposes of Stage One of WESP.


Eligible Officer means an Officer who has been invited by
Westpac pursuant to Rule 4.3 in accordance with Schedule 1 to participate in
Stage One of WESP.


Forfeited
Shares means Shares:


(a)   taken to have been forfeited pursuant to Clause 4.6; and


(b)   forfeited pursuant to Clause 7.


Listing Rules means the official listing rules of Australian
Stock Exchange Limited.


Officer means a full-time or part-time employee
(including an executive director) of Westpac or an Associated Company, or a
non-executive director of Westpac.


Participating Officer means an Eligible Officer who accepts an offer
to participate in Stage One of WESP and agrees to be bound by these Rules for
Participation.


Plan Company means Employee Share Plan Pty Limited (ACN 068
131 260).



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Relevant Requirements means such requirements as are specified in
Schedule 1 and notified in writing to the Eligible Officer at the time of the
offer to participate in Stage One of WESP.


Regulations means the regulations of WESP.


Rules for Participation means these Rules for Participation.


Shares means fully paid ordinary shares in the
capital of Westpac which rank equally with and have the same rights as other
fully paid ordinary shares in the capital of Westpac which are listed for
quotation by ASX.


Unallocated Shares means Shares acquired by or on behalf of the
Plan Company for the purposes of Stage One of WESP, but which have not been
allocated to and registered in the names of Participating Employees pursuant to
Clause 4.4.


WESP means Westpac Employee Share Plan established and operated in accordance
with Regulations approved at the Annual General Meeting of Westpac on 19
January 1994 and 17 December 1998, as amended from time to time.


Westpac means Westpac Banking Corporation (ABN 33 007 457 141).


2.2           Headings are for convenience only and do not
affect the interpretation of these Rules for Participation.


2.3           A decision of the Committee as to the
interpretation, effect or application of these Rules for Participation is final
and conclusive.


3.             OPERATION OF WESP


3.1           WESP is administered by the Plan Company.


3.2           Subject to the Regulations, these Rules for
Participation, the Listing Rules and any law to the contrary, the Plan Company
must follow any direction given to it by the Committee as to the operation of
WESP.


4.             HOW STAGE ONE OF WESP WORKS


4.1           Westpac may:


(a)           pay to the Plan Company contributions determined by the Committee from
time to time to be used for the purposes of Stage One of WESP;  or


(b)
          issue Shares credited as fully paid up from
time to time to be used for the purposes of the Stage One of WESP.


4.2           The Plan Company must use such contributions received under Clause
4.1(a) to acquire Shares in the ordinary course of business of ASX or must
arrange for the issue of Shares under Clause 4.1(b) for Participating Officers
as directed from time to time by the Committee. Pending the acquisition of
Shares, the Plan Company may invest moneys in short term deposits or otherwise
apply moneys for the purposes of WESP.


4.3           Westpac may from time to time and in accordance with Stage One of
Schedule 1 of these Rules for Participation offer Officers participation in
WESP.  An Eligible Officer becomes a
Participating Officer by completing an Acceptance of Participation in WESP
form.


4.4           Shares acquired or issued under WESP are to be registered in the name of
the Participating Officer nominated by the Committee under Clause 4.2.


4.5           The Plan Company is not required to identify any Shares it purchases
under WESP with any particular funds it receives from Westpac. The Plan Company
must allocate the Shares purchased or subscribed for the purposes of WESP among
the relevant Participating Officers as determined by the Committee.


4.6           Participating Officers will receive whole numbers of Shares.  Any fractions of shares remaining after the
allocation of whole shares are taken to have been forfeited and any funds
remaining after the purchase of whole shares to which those funds relate are
taken to be proceeds of sale of Forfeited Shares.


4.7           The Plan Company must notify each Participating Officer in writing when
it acquires or arranges for the issue of Shares for that Officer under WESP.


5.             RESTRICTIONS ON DEALING WITH
SHARES


5.1           Shares acquired or subscribed for in the name of a Participating Officer
must be held by the Participating Officer subject to any Relevant Requirement
notified at the time of offer to the Eligible Officer.


5.2
          The Plan Company or Westpac is entitled to
take any action necessary to place a holding lock pursuant to the SCH business
rules in respect of 



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Shares
whilst such Shares remain subject to any Relevant Requirement.


5.3           After the expiration or satisfaction of any Relevant Requirement and if
the Shares have not been forfeited under Clause 7.1 of Stage One a
Participating Officer may:


(a)           continue to hold his or her Shares subject to the restrictions of Stage
One of WESP (including forfeiture provisions);


(b)           decide to hold his or her Shares outside WESP without the restrictions
of Stage One of WESP and ask the Plan Company to give him or her possession of
his or her Share certificates (if any); 
or


(c)           sell some or all of his/her Shares in up to two sales each financial
year to 30 June subject to a minimum parcel of 200 Shares or the balance of his
or her Shares held under WESP.


5.4
          Despite Clause 5.1 but subject always to
Clause 7, a Participating Officer (or his or her legal personal representative)
may at any time sell Shares held by him or her if the Participating Officer’s
employment ceases because of death, total and permanent disability, retirement,
redundancy or any other special circumstances as notified by the Committee to
the Plan Company in writing.


5.5           Clause 5.1 does not apply if the relevant Shares are subject to
compulsory acquisition under any law, in which case the Participating Officer
may dispose of the relevant Shares to the person entitled at law to acquire
them.


6.             DISTRIBUTIONS AND OTHER
BENEFITS


6.1
          A Participating Officer is entitled to receive
any dividends or other distributions made in respect of Shares held by him or
her under WESP.  This applies
notwithstanding that the Shares remain subject to any Relevant Requirement but
does not apply if the Shares are to be forfeited under Clause 7.


6.2
          The Committee may decide in its absolute
discretion whether Participating Officers can participate in any pro rata
rights issues of Shares made by Westpac (and whether fully or partly in any
such issue) or sell renounceable rights.


6.3
          The Plan Company may use any dividend, bonus
issue or other benefit received in connection with Forfeited Shares for any
purpose relevant to Stage One of WESP or apply them in accordance with the
directions of the Committee.


7.             FORFEITURE


7.1           A Participating Officer (and any person claiming through him or her)
must forfeit any right or interest in any Shares or other entitlements under
Stage One of WESP to the Plan Company if:


(a)           his or her employment (or, in the case of a non-executive director, his
or her directorship) ceases at a time when the Shares acquired by the
Participating Officer under Stage One of WESP remain subject to a Relevant
Requirement and the Committee directs that such Shares are to be
forfeited;  or


(b)           the Officer is dismissed with cause or commits any act of fraud or
defalcation in relation to the affairs of Westpac or any Associated Company
(whether or not charged with any offence) or does an act which in the opinion
of the Committee brings Westpac or any Associated Company into disrepute or, in
the case of a nonexecutive director, the Officer is removed as a director of Westpac
by a special resolution.


7.2
          For the purpose of Clause 7.1, a Participating
Officer’s employment ceases if the employer of that person ceases to be an
Associated Company in relation to Westpac.


7.3
          At the time of acceptance of the invitation to
participate in Stage One of WESP, a Participating Officer must grant a power of
attorney to the Plan Company in the form required by the Plan Company
authorising the Plan Company to dispose of, or otherwise deal with, any Shares
required to be forfeited under Clause 7.1.


7.4
          By notice in writing, the board of directors
of Westpac or the Committee may, in its absolute discretion, direct the Plan
Company to:


(a)           transfer any Forfeited Shares or Unallocated Shares ; or


(b)           sell any Forfeited Shares or Unallocated Shares and distribute the net
sale proceeds; or


(c)           distribute any amounts that are taken by Clause 4.6 to be proceeds from
the 



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sale of Forfeited Shares or Unallocated Shares and
any other surplus cash; or


(d)           a combination of paragraph (a), paragraph (b) and paragraph (c),


to:


(A)          Westpac; or


(B)           one or more of the following beneficiaries as nominated by the board of
directors of Westpac:


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


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


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


(iv)          any Charity.


7.5
          If a notice under Clause 7.4 has not been
received by the Plan Company at the time Shares are forfeited then the Plan
Company may sell Forfeited Shares and hold the cash proceeds of sale for the
purposes of WESP until it receives a notice from the Committee under Clause
7.4.


8.             AUTHORISED DEDUCTIONS


Before making any payment to,
or allocating any Shares for, a Participating Officer or to the Trustee under
Clause 7.4, the Plan Company is authorised to deduct:


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


(b)           any 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 operation of
Stage One of WESP;


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


9.             VOTING RIGHTS AND QUOTATION


9.1
          Subject to the Listing Rules and the terms of
issue of the relevant Shares, a Participating Officer may exercise any voting
rights attaching to Shares held by him or her or may appoint a proxy to
represent and vote for him or her at any meeting of members of Westpac.


9.2
          The Plan Company may not exercise any voting
rights attaching to any Shares held by a Participating Officer.


9.3
          Westpac shall be under no obligation to apply
for official quotation of the Shares issued under Clause 4.1(b) on each stock
exchange on which shares are listed whilst such Shares are subject to any
Relevant Requirement, and Westpac shall make such application as soon as
possible after such Shares are no longer subject to any Relevant Requirement
(unless Westpac has made such application before such time).


10.          VARIATION OF TERMS


10.1         Subject to the Listing Rules, Westpac may vary any of these Rules for
Participation at any time by approval of the board of directors or an
authorised committee of directors of Westpac.


10.2         If a variation under Clause 10.1 reduces the rights of Participating
Officers under Stage One of WESP the variation must receive the written consent
of three-quarters of the Officers participating in Stage One of WESP.


11.          TERMINATION AND SUSPENSION OF
THE WESP


11.1         The board of directors or an authorised committee of directors of Westpac
may terminate or suspend the operation of Stage One of WESP at any time.


11.2         Where Stage One of WESP is terminated or suspended, the board of
directors of Westpac must decide how the Shares then held by Participating
Officers under Stage One of WESP which remain subject to a restriction under
Clause 5 are to be dealt with and must give such other directions to the Plan
Company regarding



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the
operation of Stage One of WESP as the Plan Company may request.


11.3         If, upon termination of Stage One of WESP, there are any Forfeited
Shares, Unallocated Shares, contributions that have not at that time been
utilised in acquiring Shares pursuant to Clause 4.2 (Unutilised Contributions), and funds that are taken by Clause
4.6 to be proceeds from the sale of Forfeited Shares (Funds), other surplus cash or other
property to which no Participating Employee is entitled, the Plan Company may,
and shall if directed by the board of directors of Westpac so to do, transfer
or sell those Forfeited Shares, Unallocated Shares and other property and, in
the case of a sale, distribute the net sale proceeds together with any
Unutilised Contributions, Funds and other surplus cash, to:


(a)           Westpac; or


(b)           one or more of the following beneficiaries as nominated by the board of
directors of Westpac:


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


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


(iii)          a plan, scheme or trust established and maintained by Westpac or any
Associated Company for the benefit or all or any Employees; or


(v)           any Charity.


12.          CONNECTION WITH OTHER SCHEMES


12.1         Westpac is not restricted to using Stage One of WESP as the only method
of providing incentive rewards to Officers. 
The board of directors of Westpac may approve other incentive schemes.


12.2         Participation in Stage One of WESP does not affect, and is not affected
by, participation in any other incentive or other scheme of Westpac unless the
terms of that scheme provide otherwise.


12.3         The total number of unissued Shares which may be offered to Participating
Officers under Stage One of WESP 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.


13.          RELATIONSHIP OF COMPANY, PLAN
COMPANY AND PARTICIPATING OFFICERS


13.1         The Plan Company acts as principal in the operation of Stage One of WESP
and not as an agent of Westpac or Participating Officers except to the extent
provided in Clause 13.2.


13.2         When acquiring or arranging for the issue of Shares the Plan Company may
act as agent for the relevant Participating Officer.


13.3         The Plan Company is not a trustee for Westpac or for Participating
Officers.


13.4         These Rules for Participation:


(a)           do not
confer on any Participating Officer the right to continue as an Officer;  and


(b)           do not affect any rights which Westpac or an Associated Company may have
to terminate the employment (or, in the case of a nonexecutive director, any
rights which Westpac, its board of directors or its shareholders may have to
terminate the directorship) of that Officer; 
and


(c)           may not be used to increase damages in any action brought against
Westpac or an Associated Company in respect of that termination.



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14.          BREACH OF RULES FOR
PARTICIPATION BY OFFICER


14.1         If a Participating Officer breaches any of his or her obligations under
these Rules for Participation then Westpac or an Associated Company may set-off
the value of any benefit derived by that Participating Officer and any loss
incurred by Westpac or Associated Company as a result of such breach against
any amounts payable by Westpac or Associated Company to that Participating
Officer, whether such amounts are payable on termination of employment or
otherwise, unless prohibited by statute from doing so.


14.2         For the purpose of Clause 14.1, if a Participating Officer sells Shares
in breach of Clause 5.1, or fails to forfeit Shares when required to do so in
breach of Clause 7.1, the value of the benefit to the Participating Officer as
a result of such breach is the amount received by the Participating Officer
from such sale, or the market value of the Shares sold or not forfeited at the
time they are sold or required to be forfeited, whichever is greater.


15.          NOTICES


Any notice or direction given
under these Rules for Participation is validly given if it is handed to the
person concerned or posted by ordinary prepaid post to the person’s last known
address.


16.          GOVERNING LAW


These Rules for Participation are governed by the laws of New South
Wales.



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SCHEDULE 1


STAGE ONE:  BASIS OF PARTICIPATION


Westpac may offer Eligible
Officers the opportunity from time to time to acquire Shares under Stage One on
the following terms:


1.   EGALITARIAN PROFIT SHARE OFFER


Eligibility


All Officers (other than
directors of Westpac) employed at the date of the relevant share offer.


Number of
Shares


The number of Shares offered
shall be an equal number for each Eligible Officer determined by the Committee
having regard to attainment of financial measures of performance established by
the Managing Director of Westpac each year.


Relevant
Requirements


These shares shall be fully
vested but subject to the restrictions contained in the Regulations and the
forfeiture provisions contained in Clause 7.1 in the Rules for Participation.


2.   INDIVIDUAL RECOGNITION OFFERS


Eligibility


Any Officer (other than
non-executive directors of Westpac) selected by the Committee having regard to
individual performance.


Number of
Shares


The number of Shares offered will
be determined at the discretion of the Committee and will be based on
individual performance and the level of incentive remuneration budgets
established by Westpac from time to time.


Relevant
Requirements


These Shares shall be subject
to the Relevant Requirements applicable to Shares offered under the Egalitarian
Profit Share offer, and such other requirements as determined by the Committee
and notified to the Officer at the time of offer.


3.   SALARY SACRIFICE OFFERS


Eligibility


Any Officer selected by the
Managing Director of Westpac, by an authorised committee of directors of
Westpac, or by the Committee.


Number of
Shares


The number of Shares acquired
will be limited to such number as may be acquired funded by up to 20% (or such
other percentage as may be notified to an Officer at the time of offer) of an
Officer’s total remuneration package (as that package is calculated by Westpac
from time to time), or in the case of a non-executive director, of a non-executive
director’s directors’ remuneration.


Relevant
Requirements


These Shares shall be subject
to the Relevant Requirements applicable to Shares offered under the Egalitarian
Profit Share offer and such other requirements as determined by the Committee
and notified to Officers at the time of offer.



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