EXHIBIT A ANNEXED TO AND INCORPORATED IN DEPOSIT AGREEMENT [FORM OF FACE OF ADR]Deposit Agreement • February 14th, 2008 • National Australia Bank LTD • National commercial banks • Victoria
THE BANK OF NEW YORK, a New York banking corporation, as depositary hereunder (the "Depositary"), hereby certifies that _______________ is the registered owner (a "Holder") of _________________ American Depositary Shares ("ADSs"), each (subject to paragraph (13)) representing Five (5) Ordinary Shares, par value A$1.00 each (including the rights to receive Shares described in paragraph (1) "Shares" and, together with any other Securities, cash or property from time to time held by the Depositary in respect or in lieu of deposited Shares, the "Deposited Securities"), of NATIONAL AUSTRALIA BANK LIMITED, a corporation organized under the laws of Victoria, Australia (the "Company"), deposited at the Melbourne office of National Nominees Limited, as Custodian (subject to paragraph (15), the "Custodian"), under the Amended and Restated Deposit Agreement dated as of March 15, 1997, as further amended and restated as of November 14, 19971997, as further amended and restated as of _____________,
NATIONAL AUSTRALIA BANK LIMITED AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of March 15, 1997 As Further Amended and Restated as of November 14, 1997Deposit Agreement • February 14th, 2008 • National Australia Bank LTD • National commercial banks • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of March 15, 1997, as further amended and restated as of November 14, 1997 and as further amended and restated as of __________, 2008 (the "Deposit Agreement") among NATIONAL AUSTRALIA BANK LIMITED and its successors (the "Company"), THE BANK OF NEW YORK, as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below).
