FORM OF STOCKHOLDER AGREEMENT between NATIONAL AUSTRALIA BANK LIMITED and GREAT WESTERN BANCORP, INC. Dated as of [—], 2014Stockholder Agreement • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Stockholder Agreement (this “Agreement”), dated as of [—], 2014, between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENT among NATIONAL AUSTRALIA BANK LIMITED, NATIONAL AMERICAS HOLDINGS LLC and GREAT WESTERN BANCORP, INC. Dated as of , 2014Registration Rights Agreement • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Registration Rights Agreement, dated , 2014 (this “Agreement”), among National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), National Americas Holdings LLC, a Delaware limited liability company (“NAH”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).
FORM OF TRANSITIONAL SERVICES AGREEMENT between NATIONAL AUSTRALIA BANK LIMITED and GREAT WESTERN BANCORP, INC. Dated as of [—], 2014Transitional Services Agreement • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Transitional Services Agreement, dated [—], 2014 (this “Agreement”), between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (“GWB”).
SUBORDINATED NOTE GREAT WESTERN BANCORPORATION, INC.Great Western Bancorp, Inc. • August 28th, 2014 • State commercial banks • New York
THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF TIERONE BANK, LINCOLN, NEBRASKA FEDERAL DEPOSIT INSURANCE CORPORATION and GREAT WESTERN BANK DATED AS OF June 4, 2010Purchase and Assumption Agreement • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks
THIS AGREEMENT, made and entered into as of the 4th day of June, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of TIERONE BANK, LINCOLN, NEBRASKA (the “Receiver”), GREAT WESTERN BANK, organized under the laws of the State of South Dakota, and having its principal place of business in Sioux Falls, South Dakota (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of May 10, 2007 by and between Great Western Bancorporation, Inc., an Iowa corporation (“Great Western”), and The Bank of New York Trust Company, National Association, a national banking association (successor to JPMorgan Chase Bank, National Association) (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks • South Dakota
THIS AGREEMENT, dated and effective this 16th day of January, 2014, between GREAT WESTERN BANK, a South Dakota corporation, hereinafter called “Employer”, which is an indirect subsidiary of National Australia Bank Limited (“NAB”), and KENNETH KARELS, of Sioux Falls, South Dakota, hereinafter called “Employee,”
