**Exhibit 4(c).4**

 

**Indemnity Deed Poll**

 

 

**Dated:       10September 2009**

 

 

**WESTPACBANKING CORPORATION ABN 33 007 457 141 of 275 Kent Street, Sydney NSW 2000 (“Westpac”)**

 

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**INDEMNITY DEED POLL**

 

**DATED:**

 

**DEED POLLBY:     WESTPAC BANKING CORPORATION******ABN 33 007 457141 of 275 Kent Street, Sydney NSW 2000  (“**Westpac**”)

 

**IN FAVOUROF:     **Each:

 

(a)  person who is(or has been) a director of Westpac (each a “**WestpacDirector**”)

 

(b)  person who is(or has been) a statutory officer of Westpac (including each secretary,responsible officer and responsible manager of Westpac), excluding each WestpacDirector, (each a “**Westpac Beneficiary**”);

 

(c)  person who is(or has been) a director or other statutory officer (including each secretary,responsible officer and responsible manager) of a Subsidiary Company (each a “**Subsidiary****Beneficiary”**);and

 

(d)  NominatedBeneficiary.

 

**RECITALS**

 

A.            Westpac wishes to indemnify the directors and other statutoryofficers of the companies in the Westpac group in certain circumstances.  Westpac has entered into separate Deeds ofIndemnity and Access with Westpac Director. Under this Deed, Westpac provides an indemnity in favour of WestpacBeneficiaries, Subsidiary Beneficiaries and Nominated Beneficiaries.

 

B.            Westpac wishes to, under this deed, agree to provideDirectors’ and Officers’ Insurance to the Westpac Directors and SubsidiaryDirectors.

 

C.            The entry by Westpac into this deed will assistWestpac, the Subsidiary Companies and Nominated Companies to recruit and retaindirectors and officers of an appropriate standard.

 

D.            Westpac considers it reasonable in the circumstancesand in the best interests of Westpac to so indemnify the Westpac Beneficiaries,Subsidiary Beneficiaries and Nominated Beneficiaries and to agree to provideDirectors’ and Officers’ Insurance to Westpac Directors and Subsidiary Directorsand to provide, as and when necessary, the other benefits under this deed whenthe necessary conditions set out in this deed are satisfied.

 

E.             This deed is intended to give effect to the terms ofclause 19 (Indemnity and Insurance) of the Constitution.

 

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**OPERATIVEPROVISIONS**

 

**1.****            ****DEFINITIONS AND INTERPRETATION**

 

**1.1****         ****Definitions**

 

In this deed, unless acontrary intention appears:

 

**“Act”** means any actual or alleged act, error,statement, misstatement, misleading statement, omission, neglect or breach ofduty made, committed or attempted by an Indemnified Beneficiary (either aloneor jointly with one or more other persons) relating to, involving, arising outof or in any way connected to the conduct of the Indemnified Beneficiary as adirector or other statutory officer of a Company.

 

“**AppointmentPeriod**” means the period during which the Westpac Director or the SubsidiaryDirector (as relevant) holds office as a director of Westpac or a Subsidiary Company.

 

**“BusinessDay”** means anyday other than Saturday, Sunday or public holiday on which Australian banks areopen for business in Sydney, New South Wales.

 

**“BusinessHours”** means thehours between 9.00am and 5.00pm, on a Business Day.

 

**“Claim”** means any legal proceedings (whethercivil or criminal), any administrative proceedings, any arbitral proceedings,any mediation or other form of alternative dispute resolution (whether or notheld in conjunction with any legal, administrative or arbitral proceedings) orany investigation or inquiry by any Regulatory Authority or ExternalAdministrator relating to, involving, arising out of or in any way connectedwith any Act, or any written or oral threat, complaint or demand that mightreasonably result in the Indemnified Beneficiary apprehending that any suchproceedings, investigation or inquiry might be initiated.

 

**“Company”**means Westpac, aSubsidiary Company or a Nominated Company.

 

**“Constitution”**means theconstitution of Westpac in force from time to time.

 

**“D&O Policy”** means an insurancepolicy provided by and maintained with a reputable insurance company for the benefit of (amongstothers) each Westpac Director and each Subsidiary Director  whichinsures the director against liability for acts or omissions of the director intheir capacity (or, following the Appointment Period, former capacity) as adirector of Westpac or a Subsidiary Company (as relevant).

 

**“ExternalAdministrator”**means a liquidator, provisional liquidator or controller or an administrator.

 

**“IndemnifiedBeneficiary”**means each Westpac Beneficiary, each Subsidiary Beneficiary and each NominatedBeneficiary.

 

**“InsurancePeriod”** means theperiod commencing on the earlier of:

 

i)              the date the Westpac Director or the SubsidiaryDirector became a director of Westpac or a Subsidiary Company (as relevant);and

 

ii)             in the case of a Subsidiary Director, the date that SubsidiaryCompany became a wholly owned Subsidiary of Westpac,

 

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and ending on the earlierof:

 

iii)            the seventh anniversary of the date on which the directorceases to hold office as a director of the relevant Company; and

 

iv)                                  in the case of a Subsidiary Director, thedate that the Subsidiary Company ceases to be a wholly owned Subsidiary ofWestpac.

 

**“NominatedBeneficiary”**means each person, who is (or has been) a director or other statutory officer(including a secretary, responsible officer or responsible manager) of acompany that is not Westpac or a Subsidiary Company, who has received writtenconfirmation from a Nominated Westpac Officer that they are a NominatedBeneficiary and that the terms of this deed, as they relate to NominatedBeneficiaries, apply to them.

 

**“NominatedCompany”** acompany, that is not Westpac or a Subsidiary Company, in respect of which aNominated Beneficiary acts as a director or other statutory officer.

 

**“NominatedWestpac Officer”**meansan officer of Westpac authorised under delegated authority or Westpac policy toapprove the entry by Westpac into a contractual indemnity.

 

**“RegulatoryAuthority”** meansthe Australian Securities and Investments Commission, the Australian PrudentialRegulation Authority, a department of any Australian government, a publicauthority, or an instrumentality or agency of the Crown in right of theCommonwealth, in right of a State or in right of a Territory or the equivalentof any of them in any other jurisdiction.

 

**“Subsidiary”** has the meaning given to that expressionin section 9 of the *Corporations Act 2001*(Cth).

 

**“SubsidiaryCompany”** means anycompany which is a wholly owned Subsidiary of Westpac (excluding those Subsidiarycompanies, other than St. George Bank Limited, which are included in theofficial list of a prescribed financial market, as that phrase is used in Part 1.2Aof the *Corporations Act 2001*(Cth)).

 

**“SubsidiaryDirector”** meanseach person who is (or has been) a director of a Subsidiary Company.

 

**1.2****         ****Interpretation**

 

Headings are forconvenience only and do not affect interpretation.  The following rules of interpretationapply unless the context requires otherwise:

 

(a)           the *singular*includes the plural and conversely;

 

(b)           a *gender* includesall genders;

 

(c)           where a *word or phrase*****is defined, its other grammatical forms have acorresponding meaning;

 

(d)           a reference to a *person*****includes a body corporate, an unincorporated body or otherentity and conversely and, in the case of a natural person, includes areference to that person’s personal representatives, executors, administratorsand successors;

 

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(e)           a reference to a *clause, paragraph,schedule* or *annexure* is toa clause of, a paragraph of, a schedule to or an annexure to, this deed and areference to this deed includes any schedules and annexures;

 

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

 

(g)           a reference to any *legislation* orto any provision of any legislation includes any modification or re-enactmentof it, any legislative provision substituted for it and all regulations andstatutory instruments issued under it;

 

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

 

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

 

(j)            mentioning anything after *include,includes* or *including* doesnot limit what else might be included;

 

(k)           where the day on or by which any sum is payable underthis deed or any act, matter or thing is to be done is a day other than aBusiness Day such sum shall be paid and such act, matter or thing shall be doneon the next succeeding Business Day;

 

(l)            a word or phrase defined in the *CorporationsAct 2001*(Cth) has the same meaning when used in this deed;

 

(m)          a reference to an article of the*Constitution* is a reference to that article as at the date of thisdeed and includes any variation of or amendment to that article and anyprovision in substitution of that article ; and

 

(n)           any reference to a director ceasing to hold officeshall be construed as not including any retirement of a director if, beingeligible and offering himself or herself for re-election, a director isre-elected at the annual general meeting at which the director retired.

 

**2.****           ****INDEMNITY**

 

2.1           Westpac indemnifies each Indemnified Beneficiary tothe fullest extent permitted by law with respect to all loss, cost and expense(together called “**Loss**”) inrelation to:

 

i)              every liability incurred by the IndemnifiedBeneficiary in its capacity as a director or other statutory officer of aCompany (except a liability for legal costs); and

 

ii)             all legal costs incurred in defending or resisting (orotherwise in connection with) proceedings, whether civil or criminal or of anadministrative or investigatory nature, in which the Indemnified Beneficiarybecomes involved because of its capacity as a director or other statutoryofficer of a Company,

 

subject to the provisionsin this Deed and in particular the exclusions in clause 2.6.

 

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2.2           Subject to clause 3.7, if an Indemnified Beneficiarybecomes liable to pay any amount for which the Indemnified Beneficiary is or isentitled to be indemnified under this deed, Westpac must indemnify theIndemnified Beneficiary by paying that amount to the person to which thatamount is due within 30 days of the date on which the Indemnified Beneficiary providesevidence satisfactory to Westpac that the Indemnified Beneficiary is liable topay that amount and is entitled to be indemnified under this deed.

 

2.3           It is not necessary for an Indemnified Beneficiary toincur any expense or make any payment before enforcing the right of indemnityunder clause 2.1.

 

2.4           Subject to this deed and in particular clauses 2.6 and5, the indemnification provided under clause 2.1:

 

(i)            has effect in respect of Acts prior to the date ofthis deed and in respect of any liability which has been incurred prior to thedate of this deed;

 

(ii)           continues in full force and effect irrespective of oneor more previous applications of the right to be indemnified; and

 

(iii)          continues in full force and effect in relation to anyAct occurring or arising during each Indemnified Beneficiary’s period in officeeven if the Indemnified Beneficiary has ceased to be a director or other statutoryofficer of a Company before a claim is made by the Indemnified Beneficiary underthis deed.

 

2.5           If an Indemnified Beneficiary is insured or entitledto the benefit of any contract of insurance in respect of any liability, costsor expenses for which the Indemnified Beneficiary is entitled toindemnification under this deed, the Indemnified Beneficiary must make andpursue a claim under that insurance and, if Westpac has already made a paymentunder this deed in respect of that liability or those costs or expenses towhich that insurance will respond, the Indemnified Beneficiary must, forthwithupon receipt, pay or direct payment to Westpac of the proceeds of thatinsurance.

 

2.6           Nothing in this clause 2 gives rise to an agreement toindemnify the Indemnified Beneficiary in respect of:

 

(i)            any Loss arising out of conduct involving a lack ofgood faith on the part of the Indemnified Beneficiary;

 

(ii)           any Loss to the extent caused by or rising from an actor omission of the Indemnified Beneficiary prior to:

 

A)                                  in thecase of a Subsidiary Beneficiary, the relevant Company becoming a wholly owned Subsidiary ofWestpac; or

 

B)            in thecase of a Nominated Beneficiary, the Nominated Beneficiary receivingconfirmation from a Nominated Westpac Officer that they are a NominatedBeneficiary;

 

(iii)          any Loss to the extent indemnity in respect of thatLoss is prohibited or would be made void under the Corporations Act (or anyother law) from time to time (including section 199A of the Corporations Act)or, to the extent applicable, under any later version of the Corporations Actor other applicable law;

 

(iv)          any Loss to the extent indemnity in respect of thatLoss is prohibited by the Constitution;

 

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(v)           any Loss to the extent to which such Loss cannot beindemnified without shareholder approval (if no such shareholder approval hasbeen obtained), such as any benefit given in connection with retirement undersection 200A of the Corporations Act;

 

(vi)          any Loss to the extent the it is indemnified by aninsurance policy which benefits the Indemnified Beneficiary and only to theextent that the Indemnified Beneficiary recovers under that insurance policy;

 

(vii)         any Loss unless reasonable particulars of the relevantact or omission (and of the amount of the Loss, to the extent known) are givento Westpac in writing prior to midnight on the day which is the seventhanniversary after the Indemnified Beneficiary last ceases to be adirector or other statutory officer of a Company; or

 

(viii)        any Loss to the extent it is caused by or arises fromacts or omissions of the Indemnified Beneficiary after the effective date ofrevocation by Westpac, in accordance with this deed, of the benefit of thisdeed from the Indemnified Beneficiary.

 

**3.****            ****PROCEEDINGS**

 

3.1           Westpac may, by written notice to the IndemnifiedBeneficiary, do any one or more of the following in relation to any Claim :

 

(i)            assume the conduct, or defence of the Claim;

 

(ii)           institute a crossclaim or counterclaim to the Claim;

 

(iii)          negotiate a settlement of the Claim;

 

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

 

(v)           subject to clause 3.6, retain lawyers to act on behalfof both the Indemnified Beneficiary and Westpac in relation to the Claim,

 

and if Westpac does anyof the above, the conduct of the Claim will (to that extent) be under themanagement and control of Westpac or its insurers.

 

3.2           In undertaking any of the things permitted underclause 3.1, Westpac must, subject to any contrary direction from or requirementof its insurers, have regard to the principle that the reputation of theIndemnified Beneficiary should not unnecessarily be injured.

 

3.3           The Indemnified Beneficiary must:

 

(i)            give notice to Westpac promptly upon becoming aware ofany Claim, or circumstances which may give rise to a Claim, against theIndemnified Beneficiary that may give rise to a right to be indemnified underthis deed;

 

(ii)           take such action as Westpac reasonably requests,including action to avoid, dispute, resist, bring an appeal on, compromise ordefend any Claim or any adjudication of any Claim;

 

(iii)          not make any admission of liability in respect of orsettle any Claim without the prior written consent of Westpac;

 

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(iv)          upon request by Westpac, render all reasonableassistance and co-operation to Westpac in the conduct of any Claim including,without limitation, providing Westpac with any documents, authorities anddirections that Westpac may reasonably require for the prosecution oradvancement of any Claim, cross-claim or counterclaim that is, in the opinionof the Indemnified Beneficiary acting reasonably and in good faith, lawful,true and not misleading; and

 

(v)           upon request by Westpac, do anything reasonablynecessary or desirable to enable Westpac (so far as it is possible) to besubrogated to and enjoy the benefits of the Indemnified Beneficiary’s rights inrelation to any Claims against any third party and render such assistance asmay be reasonably requested by Westpac for that purpose.

 

3.4           The Indemnified Beneficiary is entitled to bereimbursed by Westpac for actual costs and expenses reasonably incurred by theIndemnified Beneficiary in taking action pursuant to clause 3.3(ii) orproviding assistance pursuant to clause 3.3 (iv) and (v).

 

3.5           Before compromising or settling any Claim, Westpacmust give written notice to the Indemnified Beneficiary of its intention to doso and of the proposed terms of that compromise or settlement and if, withinsuch reasonable time as is specified in that notice, the IndemnifiedBeneficiary objects to the proposed terms and states that the IndemnifiedBeneficiary wishes to contest or continue the Claim, Westpac shall immediatelyrelinquish to the Indemnified Beneficiary conduct of the Claim and Westpac’sliability under this deed in respect of that Claim shall not exceed the amountfor which the Claim could have been compromised or settled, at the time thenotice was given by Westpac to the Indemnified Beneficiary, on those proposedterms, inclusive of costs and expenses actually incurred up to that time.

 

3.6           Nothing in this deed prohibits the IndemnifiedBeneficiary from engaging separate legal or other representation andparticipating in any Claim but any expenses incurred by the IndemnifiedBeneficiary in so doing shall be paid or reimbursed by Westpac only to theextent that those expenses are:

 

(i)            incurred prior to Westpac assuming conduct of thatClaim;

 

(ii)           incurred with the prior written authority of Westpac;or

 

(iii)          reasonable and are incurred in circumstances where Westpachas refused to authorise separate representation or participation and there isa reasonable likelihood that the interests of the Indemnified Beneficiary andof Westpac would conflict were the same lawyers to act on behalf of both theIndemnified Beneficiary and Westpac.

 

3.7           If the Indemnified Beneficiary fails to perform anobligation referred to in clause 3.3 to the material prejudice of Westpac inrelation to that Claim, Westpac is relieved from each and every obligationunder this deed in respect of that Claim.

 

**4.****            ****PAYMENT OF COSTS BEFORE THEOUTCOME OF PROCEEDINGS IS KNOWN**

 

4.1           Subject to clause 3.7, Westpac will at the request of theIndemnified Beneficiary pay, or reimburse, the Indemnified Beneficiary for allcosts and expenses incurred by the Indemnified Beneficiary in respect of anyClaim provided that if it isdetermined (whether before or after the outcome of any proceedings (includingany appeal) is known and whether civil, administrative or criminal) in relationto that Claim that the Indemnified Beneficiary is not entitled to beindemnified under clause 2.1 in respect of those costs 

 

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and expenses, theIndemnified Beneficiary must, within 30 days of being so notified by Westpac,pay to Westpac all amounts previously paid or reimbursed by Westpac in respectof that Claim. The amount to be paid shall be set out in the notice and, in theabsence of manifest error, shall be conclusive evidence of the amount to bepaid.

 

4.2           Once it has been determined under clause 4.1 that theIndemnified Beneficiary is not entitled to be indemnified under clause 2.1, Westpacshall have no further obligation to pay, or reimburse, the IndemnifiedBeneficiary for any further costs, expenses or other liabilities in respect ofthat Claim, whether or not incurred prior to that determination being made.

 

**5.****            ****REVOCATION**

 

5.1           The benefit of this deed is automatically revoked inrelation to a Subsidiary Beneficiary on the date that the Subsidiary Company,in respect of which that Subsidiary Beneficiary acts as a director or other statutoryofficer, ceases to be a wholly owned Subsidiary of Westpac and such revocationshall be effective with respect to any Loss to the extent caused by or arisingfrom acts or omissions occurring on or after the effective revocation date.

 

5.2           Westpac may revoke the benefit of this Deed in respectof any Nominated Beneficiary by written notice to the last address given bythat Nominated Beneficiary and such revocation shall be effective with respectto any Loss to the extent caused by or arising from acts or omissions occurringon or after the effective revocation date specified in the notice (which datemust not be earlier than the date the notice is received at the address of the NominatedBeneficiary).

 

**6.****            ****DIRECTORS’ AND OFFICERS’INSURANCE**

 

6.1           Subject to clause 6.4, Westpac must maintain a D&OPolicy during the Insurance Period in respect of each Westpac Director and eachSubsidiary Director.

 

6.2           During the Insurance Period, Westpac must use its bestendeavours to ensure that the terms of the D&O Policy, taken as a whole,are not less favourable to each Westpac Director than:

 

(i)            the terms of the D&O Policy applicable to theWestpac Director at the end of the Appointment Period; and

 

(ii)           the terms of the D&O Policy applicable to thedirectors of the Westpac during the Insurance Period.

 

6.3           If requested by a Westpac Director or a SubsidiaryDirector, Westpac must provide the director with a copy of each certificate ofcurrency in respect of the D&O Policy issued from time to time by the Westpac’sinsurance company.  Westpac must alsoprovide the director with a copy of the D&O Policy within 30 days ofany request from the director.

 

6.4           Westpac is not obliged to maintain the D&O Policywhere to do so would contravene any law, but Westpac must give reasonablenotice to each Westpac Director and each Subsidiary Director (as relevant) ofits intention to terminate the D&O Policy under this clause.

 

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**7.****            ****SEVERANCE**

 

7.1           If any provisions of this deed aredetermined by any statute or any court to be illegal, invalid, void or voidablethe legality or validity of the remainder of this deed shall not be affectedand the illegal, invalid, void or voidable provisions shall be deemed deletedfrom this deed to the same extent and effect as if never incorporated in thisdeed but the remainder of this deed shall continue in full force and effect.

 

7.2           Clause 7.1 shall not be construed as permittinganything that would be contrary to public policy.

 

**8.****            ****AMENDMENT**

 

This deed may be amendedonly be another deed executed by all parties who may be affected by theamendment.

 

**9.****            ****ASSIGNMENT**

 

The rights andobligations of the Westpac Directors, Westpac Beneficiaries, SubsidiaryBeneficiaries and Nominated Beneficiaries under this deed are personal.  They cannot be assigned, charged or otherwisedealt with, and no Westpac Director, Westpac Beneficiary, SubsidiaryBeneficiary or Nominated Beneficiary may attempt or purport to do so, withoutthe prior written consent of Westpac.

 

**10.****         ****WAIVER**

 

No failure to exerciseand no delay in exercising any right, power or remedy under this deed operateas a waiver.  Nor will any single orpartial exercise of any right, power or remedy preclude any other or further exerciseof that or any other right, power or remedy.

 

**11.****         ****NOTICES**

 

11.1         Any notice or other communication given under thisdeed must be in writing:

 

(a)            directed to the intended recipient at the address lastnotified by the intended recipient to the sender; and

 

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

 

11.2         A notice given in accordance with clause 11.1 is takento be received:

 

(a)           if hand delivered, on delivery;

 

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

 

(c)                                  if sent by facsimile, when the sender’sfacsimile system generates a message confirming successful transmission of thetotal number of pages of the notice unless, within eight (8) BusinessHours after that transmission, the recipient informs the sender that it has notreceived the entire notice.

 

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**12.****         ****GOVERNING LAW**

 

This deed shall begoverned by and construed in accordance with the law for the time being of NewSouth Wales and the parties hereby submit to the courts of that State (and ofall courts competent to hear appeals therefrom) in respect of all mattersarising under this deed or relating to it.

 

 

**Executed as a Deed Poll**

** **

** **
| This Deed was executed  by **Westpac Banking Corporation**by its  undersigned attorneys who declare that they have not received any notice of  revocation of the Power of Attorney registered in the Office of the  Registrar-General (NSW) Book 4299 No. 332 under which the instrument was  executed: |   |                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|
|                                                                                                                                                                                                                                                                                                         |   |                       |
|                                                                                                                                                                                                                                                                                                         |   |                       |
| /s/ Michael Johnston                                                                                                                                                                                                                                                                                         |   | /s/ Anna Sandham           |
| Tier  One Attorney                                                                                                                                                                                                                                                                                           |   | Tier  One Attorney         |
|                                                                                                                                                                                                                                                                                                         |   |                       |
| Michael Johnston                                                                                                                                                                                                                                                                                             |   | Anna Sandham               |
| Name  of Tier One Attorney                                                                                                                                                                                                                                                                                   |   | Name  of Tier One Attorney |

 

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