Report of the Directors

The directors of National Australia Bank Limited (hereinafter referred to as the Company) present their report together with the financial report of the Company and of the Group, being the Company and its controlled entities, for the year ended September 30, 2001 and the audit report thereon.

Directors
The Board has power to appoint persons as directors to fill any vacancies. Other than the managing director, one-third (or the nearest number to but not exceeding one-third) are required to retire by rotation at each annual general meeting, together with any director appointed during the year to fill any vacancy. Both the directors retiring by rotation and any newly-appointed directors are eligible to stand for re-election or election.

Details of directors of the Company in office at the date of this report, and each director's qualifications, experience and special responsibilities are below:

Mr D Charles K Allen
AO, MA, MSc, FTSE, FAICD

Mr Allen was appointed Chairman in September 2001 and has been an independent non-executive director since 1992. He is a member of the Compensation and Nomination Committee.

Experience
35 years in the petroleum industry including 21 years with Shell International and 14 years as Managing Director of Woodside Petroleum Limited until 1996.

Other directorships
Amcor Limited, The Australian Gas Light Company Limited (AGL), Air Liquide Australia Limited and Earthwatch Australia. Chairman of the Commonwealth Scientific and Industrial Research Organisation (CSIRO) until November 2001.

Mr Frank J Cicutto
BCom, FAIBF, FCIBS

Mr Cicutto, the Managing Director and Chief Executive Officer, was appointed to the Board as an executive director in 1998. He is a director of National Wealth Management Holdings Limited, MLC Holdings Limited, MLC Limited, National Australia Financial Management Limited and Chairman of National Australia Group Europe Limited.

Experience
33 years in banking and finance in Australia and internationally. Previous executive positions include Head of Credit Bureau, State Manager New South Wales, Chief Executive Clydesdale Bank PLC, and Chief General Manager, Australian Financial Services. Appointed Executive Director and Chief Operating Officer in July 1998, and appointed Managing Director and Chief Executive Officer in June 1999.

Other directorships
Melbourne Business School Limited (the University of Melbourne).

Dr J Brian Clark
DSc

Dr Clark was appointed an independent non-executive director on October 15, 2001.

Experience
30 years as a research physicist and senior manager, including 5 years as President at CSIR, the largest multi-disciplinary contract research organisation in South Africa, followed by 2 years as Managing Director and Chief Executive Officer of Telekom SA Limited. Since 1997 he has been with the Vodafone Group, currently serving as Chief Executive of Vodafone Pacific Limited and a member of Vodafone group plc Executive Committee.

Other directorships
Vodafone Pacific Limited and associated group entities.

Mr Peter JB Duncan
BE (Chem)(1st Class Hons), DBS (with Distinction)

Mr Duncan was appointed an independent non-executive director on November 2, 2001. He is a member of the Audit Committee.

Experience
36 years with Royal Dutch/Shell Group of companies, including senior finance and general management positions in Australia, New Zealand, South America, Europe and South East Asia. He was Chairman of the Shell Group of Companies in Australia and New Zealand. Former Chairman of the Australian Institute of Petroleum.

Other directorships
Woodside Petroleum Ltd, Orica Limited and GasNat Australia Limited. Member of the German-Australian Chamber of Industry and Commerce.

Mr Graham J Kraehe
BEc

Mr Kraehe was appointed an independent non-executive director in 1997. He is a member of the Audit Committee.

Experience
38 years in the wine, automotive and diversified manufacturing industries. Managing Director of Pacifica Limited from 1985 until 1994. Managing Director and Chief Executive Officer of Southcorp Limited from 1994 until early 2001.

Other directorships
Non-executive director of Brambles Industries Ltd, Brambles plc and, News Corporation Ltd. Chairman designate of BHP Steel. He is also President of the German-Australian Chamber of Industry and Commerce.

Dr Kenneth J Moss
BE, PhD, FIEAust, CPEng, FAICD

Dr Moss was appointed an independent non-executive director in 2000. He is a member of the Audit Committee and the Compensation and Nomination Committee.

Experience
35 years in the mining, engineering, marine and hardware industries with BHP Limited and the Howard Smith Group, including seven years as Managing Director of Howard Smith Limited until July 2000.

Other directorships
GPT Management Limited, Hunter Area Health Services, Hunter Medical Research Institute, Australian Maritime Safety Authority. Advisory Board member of the Graduate School of Business at the University of Newcastle. Chairman of Boral Limited and Centennial Coal Company Limited. Vice President of National Council of Australian Institute of Company Directors.

Mr Geoffrey A Tomlinson
BEc

Mr Tomlinson was appointed an independent non-executive director in 2000. He is Chairman of National Wealth Management Holdings Limited, MLC Holdings Limited, MLC Limited and National Australia Financial Management Limited.

Experience
29 years with the National Mutual Group, six years as Group Managing Director and Chief Executive Officer until 1998.

Other directorships
Amcor Limited, Mirrabooka Investments Limited and Pineapplehead Limited. Chairman of Reckon Limited, Funtastic Limited and Programmed Maintenance Services Limited. Deputy Chairman of Neverfail Springwater Limited and Hansen Technologies Limited. Non-executive consultant to PricewaterhouseCoopers.

Dr Edward D Tweddell
BSc, MBBS (Hons), FRACGP, FAICD

Dr Tweddell was appointed an independent non-executive director in 1998. He is Chairman of the Compensation and Nomination Committee.

Experience
25 years in the pharmaceutical and health care industries. Group Managing Director and Chief Executive Officer of FH Faulding & Co Limited from 1993 to 2001.

Other directorships
He is Deputy Chairman of Pacific Dunlop Limited and director of Australian Postal Corporation.

Mrs Catherine M Walter
LLB (Hons), LLM, MBA, FAICD

Mrs Walter was appointed an independent non-executive director in 1995. She is a director of National Wealth Management Holdings Limited, MLC Holdings Limited, MLC Limited and National Australia Financial Management Limited. She is Chairman of the Audit Committee and a member of the Audit Committee of National Australia Financial Management Limited.

Experience
20 years as a solicitor and eight years as a partner in the firm Clayton Utz until 1994, including some time as Managing Partner of the Melbourne office. She also served as a Commissioner of the City of Melbourne.

Other directorships
Australian Securities Exchange Limited, Orica Limited, Queensland Investment Corporation Limited, Committee for Economic Development of Australia, and Melbourne Business School Limited (the University of Melbourne). Council member of The University of Melbourne.

Board changes
During the year, Mr Mark R Rayner resigned as Chairman and director as a matter of good corporate governance. Mr Rayner joined the Board in 1985 and was elected Chairman in September 1997. The Board thanks Mr Rayner for his substantial contribution.

Dr J Brian Clark and Mr Peter JB Duncan were appointed as independent non-executive directors in October and November 2001 respectively.

Indemnification
Since the end of the previous year, the Company has not indemnified, or made a relevant agreement for indemnifying, against a liability, any present or former officer or auditor of the Company or any of its related bodies corporate as contemplated by subsections 300(1), (8) and (9) of the Corporations Act 2001, other than to enter into deeds providing for indemnity, insurance and access to documents with the directors of the Company in accordance with a resolution of the shareholders at the annual general meeting held on December 17, 1998 and similar deeds in favour of certain officers.

Insurance
During the year, the Company paid a premium under a contract insuring each of certain officers of the Company and its controlled entities against liabilities permitted to be indemnified by the Company under section 199B of the Corporations Act 2001.

Disclosure of the nature of the liability and the amount of the premium is prohibited by the confidentiality clause of the contract of insurance.

The Company has not provided any insurance for an auditor of the Company or a related body corporate.

Principal activities
The principal activities of the Group during the year were banking services, credit and access card facilities, leasing, housing and general finance, international banking, investment banking, mortgage servicing, wealth management, funds management, life insurance, and custodian, trustee and nominee services.

Review of operations
A review of the operations of the Group during the year, and the results of those operations are contained in the financial review on pages 2 and 3 of this annual financial review.

Group results
The net profit of the Group for the year ended September 30, 2001 attributable to the members of the Company was $2,083 million, a decrease of $1,156 million (35.7%) on the previous year. The net profit before significant items of the Group for the year ended September 30, 2001 was $4,019 million, an increase of $644 million (19.1%) on the previous year's result. Significant items included in the current year's result were $1,936 million after tax.

Dividends
The directors have declared a final dividend of 68 cents per ordinary share, fully franked, payable on December 12, 2001. The proposed payment amounts to $1,054 million.

Dividends paid since the end of the previous financial year:

• The final dividend for the year ended September 30, 2000 of 64 cents per ordinary share, fully franked, paid on December 13, 2000. The payment amount was $976 million.

• The interim dividend for the year ended September 30, 2001 of 67 cents per ordinary share, fully franked, paid on July 4, 2001. The payment amount was $1,026 million.

Information on the dividends paid and declared to date is contained in note 5 in this annual review.

The extent to which future dividends will be franked, for Australian taxation purposes, will depend on a number of factors including the proportion of the Group's profits that will be subject to Australian income tax and any future changes to Australia's business tax system as a result of the Australian Government's tax reform initiatives.

Significant changes in the state of affairs
In the directors' opinion there have been no significant changes in the state of affairs during the year ended September 30, 2001, other than:

• On April 1, 2001, the Group sold Michigan National Corporation to ABN Amro North America Inc., a subsidiary of ABN Amro NV, for US$2,750 million ($5,314 million). The sale provided the Group with a profit on sale of $1,681 million. The portion of the business sold contributed $132 million to the Group's 2001 result.

• In July 2001 the directors determined that the carrying value of the mortgage servicing rights asset held by HomeSide Lending, Inc., a controlled entity of the Company, exceeded the fair value. An impairment loss of $888 million ($568 million after tax) was recognised to reflect the asset at its fair value. The impairment was the result of hedging positions which were adversely impacted by extreme volatility in the United States interest rate markets.

  At this time a review was undertaken and in September 2001, the directors determined that a second impairment loss on mortgage servicing rights was required to reflect the mortgage servicing rights asset at its fair value. This impairment loss of $755 million was the result of an incorrect interest rate assumption discovered in an internal model used to determine the fair value of HomeSide Lending, Inc.'s mortgage servicing rights.

  Furthermore, a decision was taken by the Board to pursue the sale of HomeSide Lending, Inc., after reviewing its position within the Group's current core strategies of banking and wealth management. As a result of this decision, the carrying value of HomeSide Lending, Inc.'s core asset, mortgage servicing rights, was revalued and a provision for mortgage servicing rights valuation adjustment of $1,436 million was recognised in order to reflect the mortgage servicing rights asset at its estimated market sale value.

  In conjunction with the directors' decision to value HomeSide Lending, Inc. on an estimated market sale basis, the decision was taken that the carrying value of goodwill which arose on the acquisition of HomeSide Lending, Inc. was in excess of its recoverable amount. Accordingly, an impairment loss of $858 million was recognised, in order to reduce the carrying value of this goodwill to $nil.

While the above matters are considered to be significant changes, review of matters affecting the Group's state of affairs are also contained in the financial review on pages 2 and 3 of this annual review.

Events after end of financial year
In November 2001 the Board adopted a continuing policy to buy back shares equal to the shares issued under the Group's various share and option plans. All buy-backs would be subject to appropriate pricing parameters and an assessment of the circumstances facing the Group at the relevant time. The buy-back policy is considered to be an appropriate capital management strategy given the Group's sound capital position and strong internal capital generation. On November 8, 2001, the Company announced to the Australian Securities Exchange Limited its intention to undertake an on-market buy-back of its ordinary shares.

No further matter, item, transaction nor event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report that, in the opinion of the directors of the Company, has or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

Future developments
Details of the likely major developments in the operations of the Group in future years and the expected results of those operations are referred to in the overview on page 9 of the annual financial report 2001.

In the opinion of the directors, disclosure of any further information would be likely to result in unreasonable prejudice to the interests of the Group.

Environmental regulation
The operations of the Group are not subject to any particular and significant environmental regulation under a law of the Commonwealth or of a State or Territory, but can incur environmental liabilities as a lender. The Group has developed credit policies to ensure this is managed appropriately.

Rounding of amounts
Pursuant to Class Order 98/100 made by the Australian Securities and Investments Commission on July 10, 1998, the Company has rounded off amounts in the report of the directors and the accompanying financial report to the nearest million dollars, except where indicated.

Remuneration policy and relationship to company performance

Board members
The fees paid to non-executive members of the Board are based on advice and data from the Company's remuneration specialists and from external remuneration advisers. This advice takes into consideration the level of fees paid to board members of other major Australian corporations, the size and complexity of the Company's operations, the achievements of the Company and the responsibilities and workload requirements of Board members.

Because the focus of the Board is on the long-term strategic direction of the Company, there is no direct link between director remuneration and the short-term results of the Company. The long-term performance of the Company, relative to other large corporations, is considered among other factors in setting the fee pool, which is periodically proposed to shareholders at the annual general meeting for approval.

Fees are established annually for the Chairman and non-executive directors. Additional fees are paid, where applicable, for participation in Board Committees and for serving on the boards of controlled entities. The total fees paid to members of the Board, including fees paid for their involvement on Board Committees and controlled entity Boards, are kept within the total approved by shareholders from time to time. At the Company's annual general meeting held in December 2000, shareholders approved the non-executive directors' share arrangement under the National Australia Bank Staff Share Ownership Plan. Under this arrangement, shares are provided to non-executive directors as part of their remuneration, rather than receiving cash.

Agreements between the Company and the non-executive directors provide that upon, and in the consequence of, each of these directors ceasing to be a director by reason of retirement or death, the Company shall pay a lump sum retiring allowance. This retirement benefit is based on period of service, as follows:

• Less than 15 years:

  One-third of the average yearly emoluments paid by the Company to the director:

  (a) during the last three years of service; or

  (b) when the period of such service is less than three years, during that period

  for each completed year of service and proportionately for part of a year, as a non-executive director of the Company.

• 15 years or more:

  Five times the average yearly emoluments paid by the Company to the director during the last three years of service as a non-executive director.

Board fees are not paid to executive directors since the responsibilities of Board membership are considered in determining the remuneration provided as part of their normal employment conditions.

The following table shows details of the nature and amount of each major element of the emoluments of each non-executive director of the Company for 2001.

	Fees, cash component1 $	Fees, share component1,2 $	Retirement allowances3 $	Other benefits4 $	Total remuneration $
Non-executive directors
D Charles K Allen	145,218	37,042	-	11,617	193,877
Graham J Kraehe	143,311	19,575	-	11,465	174,351
Kenneth J Moss	97,425	12,650	-	7,794	117,869
Mark R Rayner	257,767	15,584	1,467,347	-	1,740,698
Geoffrey A Tomlinson	191,183	27,042	-	15,295	233,520
Edward D Tweddell	168,310	9,918	-	13,465	191,693
Catherine M Walter	158,996	21,837	-	12,720	193,553

1. Non-executive directors' remuneration represents fees in connection with attending Board, Board Committee and controlled entity company board meetings.
2. The aggregate number of shares acquired by non-executive directors as part of their remuneration was 6,256, comprising 6,617 shares issued, less 361 shares forfeited upon resignation, at an average price of $30.93.
3. Reflects payments in respect of retirement (including superannuation).
4. Reflects non-salary package remuneration and includes Company contributions to superannuation which will form part of the non-executive director's retirement allowance.

Senior executives
The Group operates in a variety of different countries and different business segments so it is necessary to consider remuneration for senior executives in the context of the different geographic and specialist remuneration markets in which the Group competes for top executive talent.

Senior executives have a direct impact on the performance of the Group and its future prospects and the Board believes it is imperative that remuneration levels are set to be among the leaders of major corporations, in the appropriate remuneration markets, to ensure that the Group is able to attract and retain the best available executive talent.

Remuneration for senior executives of the Group is determined in accordance with remuneration structures set by the Board, following recommendations from the Compensation and Nomination Committee. The Committee receives advice on the level and form the remuneration should take from the Group's remuneration specialists. This advice incorporates competitive market data and analysis from several external remuneration advisers.

Senior executive remuneration is made up of three components:

• Base or fixed remuneration

  This element reflects the scope of the job and the level of skill and experience of the individual.

• Short-term incentive

  This is paid depending on the annual performance of the Group, the individual business unit and the individual executive. The weighting of this component varies depending on the nature of the specific executive role. This aspect of the reward program looks back at actual achievements over the past year.

  The performance of the Group and individual business units is the key factor in setting the pools to provide these short-term rewards which generally apply to other staff as well as senior executives.

• Long-term incentive

  This is currently paid through the issue of executive share options and links the reward of the executive directly to the growth in the Company's share price. This aspect of the reward program focuses the executive on the future performance of the Group over the next three to eight years.

  Before executive share options can be exercised, a performance hurdle must be met. This hurdle compares the total shareholder return (TSR) of the Company with the TSRs of the 50 largest corporations by market capitalisation on the Australian Securities Exchange. The number of options which may be exercised, if any, depends on the relevant ranking of the Company in this group of 50 corporations.

The Group aims to be competitive in each of these three components in each of the various geographic and specialist remuneration markets in which the Group must compete to secure top quality executives. Over the last few years, the emphasis in executive remuneration, as with most other large companies, has been moving towards the variable elements of the reward program with particular focus on the long-term incentive.

The following table shows the remuneration details for the five senior executives (including the executive director) receiving the highest emoluments from the Company and the Group during 2001.

Senior executive emoluments (current employees)

Name and position1	Salary package2 $	Performance based remuneration3 $	Retention allowances $	Other benefits4 $	Total remuneration $	Options granted5 (No.)	Exercise price6 $	Date first exercisable
Frank J Cicutto Managing Director and Chief Executive Officer	1,476,283	1,350,000	-	101,008	2,927,291	500,000	27.85	23/03/04
Glenn LL Barnes Executive General Manager eTransformation	966,011	500,000	-	65,380	1,531,391	250,000	27.85	23/03/04
Stephen C Targett Executive General Manager Wholesale Financial Services	521,216	875,000	-	36,824	1,433,040	250,000	27.85	23/03/04
Robert MC Prowse Executive General Manager Office of the CEO	878,238	375,000	-	94,297	1,347,535	250,000	27.85	23/03/04
Peter B Scott Executive General Manager Wealth Management	569,067	600,000	-	90,932	1,259,999	250,000	27.85	23/03/04

Senior executive emoluments (ceased employees)

Name and position1	Salary package2 $	Performance based remuneration3 $	Retention allowances $	Other benefits4 $	Total remuneration $	Options granted5 (No.)	Exercise price6 $	Date first exercisable
Douglas E Ebert Former Chief Executive Officer Michigan National Corporation	660,053	2,004,477	18,812,2448	23,817	21,500,591	-
Joe K Pickett Former Chief Executive Officer HomeSide	715,376	4,537,6217	468,86710	106,474	5,828,338	-
Hugh Harris Former Chief Executive Officer HomeSide	973,646	4,537,6217	-	89,056	5,600,323	150,000	27.85	23/03/04
Michael D Soden Former Executive General Manager Business & Personal Financial Services	1,026,876	800,000	35,59111	65,892	1,928,359	300,000	27.85	23/03/04

1. The top five executives of the company and group are those executives responsible for the strategic direction and management of major business units for a significant period during the year.
2. Reflects the total remuneration package consisting of both basic salary and packaged benefits.
3. Reflects performance-based remuneration in respect of performance for the year to September 30, 2000.
4. Reflects non-salary package remuneration and includes company contributions to superannuation, benefits received under the Group's employee share schemes and expatriate benefits.
5. No options have been granted since year-end.
6. Refer to note 39 in the financial report for details of the valuation of options granted and an explanation of the performance hurdles that must be achieved before the options can be exercised.
7. Joe K Pickett and Hugh Harris includes Long Term Incentive Plan payments of US$1,918,889 each, for the three year performance period April 1, 1998 to March 31, 2001. This arrangement was established in 1998 as part of their employment contracts. Performance targets were achieved for years 1998/1999 and 1999/2000, but not 2000/2001.
8. Douglas E Ebert's allowance includes an annuity payment triggered by the termination of his employment on the sale of Michigan National Corporation. The pension arrangement was established in 1995 as part of his employment contract. The payment of US$5,251,898 was grossed up for tax purposes and resulted in a payment of US$9,545,434.
9. These options lapse 30 days after the termination of employment.
10. Termination payment to Joe K Pickett of US$250,000.
11. Michael D Soden payment of $35,591 is in lieu of untaken annual leave.

Share options
During 2001 the following share options were granted to 2,525 senior employees.

Issue date of options	Exercise period of options	Exercise price of options $	Options held at Sep 30 2001 (No.)	Options lapsed during the period1 (No.)	Options granted (No.)	Fair value of options as at grant date2 $
Mar 23, 2001	Mar 23, 2004 - Mar 23, 20093	27.85	11,759,000	322,500	12,081,500	59,320,165
Sep 14, 2001	Sep 14, 2004 - Sep 14, 20093	28.87	1,177,000	-	1,177,000	6,238,100

1. Share options lapse 30 days after the termination of employment.
2. Fair value is based on a numerical pricing method. Refer to note 39 in the annual financial report for further information.
3. Share options expire on the last day of their exercise period.

Exercise of the options is subject to satisfaction of a performance hurdle. The performance hurdle is measured after the first three years by comparing the performance of the Company with the performance of other companies in which shareholders may potentially invest. Options become exercisable depending on the maximum total shareholder return of the Company relative to the total shareholder return of a group of companies during the relevant performance period. This group of companies is based on the top 50 companies listed on the stockmarket of the Australian Securities Exchange Limited by market capitalisation (excluding the Company), determined at the date when the options are issued.

In accordance with US Accounting Principles Board Option No. 25 "Accounting for Stock Issued to Employees", the Company adopts the intrinsic value method for valuing options issued under the National Australia Bank Executive Share Option Plan No. 2. Under the intrinsic value method, a nil value is ascribed to the options issued under this plan, as the exercise price and market value of the options at issue date are equivalent. Accordingly, a nil value is ascribed to options included in the senior executives' remuneration table above.

There were 11,196,700 shares issued during the year as a result of options issued in prior years being exercised, for a total consideration of $204,544,750. There are currently 41,252,000 options outstanding.

No person holding an option has or had, by virtue of the options, a right to participate in a share issue of any other body corporate.

Refer to note 39 in the annual financial report for full details of the Company's share option plan and details of the valuation assumptions used.

Directors' meetings
The table below shows the number of directors' meetings held (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the year.

Directors	Directors' meetings of the Company		Audit Committee meetings of the Company		Compensation and Nomination Committee meetings of the Company		Directors' meetings of controlled entities		Additional meetings1
	Meetings attended	Meetings held	Meetings attended	Meetings held	Meetings attended	Meetings held	Meetings attended	Meetings held2	Meetings attended
D Charles K Allen	15	15	3	4	2	2	17	20	16
Frank J Cicutto3	15	15	-	-	-	-	19	26	2
Graham J Kraehe	15	15	-	1	-	-	21	21	6
Kenneth J Moss	15	15	-	-	14	14	11	11	5
Mark R Rayner4	12	12	3	3	12	12	10	10	8
Geoffrey A Tomlinson	15	15	-	-	-	-	21	23	9
Edward D Tweddell	14	15	-	-	14	14	21	21	20
Catherine M Walter	15	15	4	4	-	-	21	23	21

1. Reflects the number of additional formal meetings attended during the year by each director, including committee meetings (other than the Audit Committee or Compensation and Nomination Committee) where any two directors are required to form a quorum.
2. Reflects the number of meetings held during the time the director held office during the year. Where a controlled entity holds board meetings in a country other than the country of residence of the director, then the number of meetings held is the number of meetings the director was expected to attend, which may not be every board meeting held by the controlled entity during the year.
3. Where Mr Frank J Cicutto was unable to attend a board meeting of a controlled entity company of which he was a director, he was represented by his alternate director.
4. Mr Mark R Rayner took leave of absence from the Board in August 2001 and resigned as a director in September 2001.

Subsequent to the end of the financial year, Dr J Brian Clark and Mr Peter JB Duncan were appointed as non-executive directors to the Board.

Directors' interests
The table below shows the interests of each director in the issued ordinary shares and National Income Securities of the Company, and registered schemes of the Group as at the date of this report.

	Ordinary shares		Options over ordinary shares		National Income Securities		Registered schemes
	Held beneficially	Held non- beneficially	Shares acquired as a result of options exercised	Held beneficially	Held beneficially	Held non- beneficially	Held beneficially	Held non- beneficially
D Charles K Allen2	13,465	-	-	-	-	-	-	-
Frank J Cicutto1,3	240,616	-	-	1,600,000	-	-	-	-
J Brian Clark4	2,000	-	-	-	-	-	-	-
Peter JB Duncan5	-	-	-	-	-	-	-	-
Graham J Kraehe2	13,301	-	-	-	670	-	-	-
Kenneth J Moss2	2,704	-	-	-	-	-	-	-
Geoffrey A Tomlinson2	6,256	-	-	-	500	-	-	-
Edward D Tweddell2	3,007	-	-	-	-	-	-	-
Catherine M Walter2	15,971	-	-	-	-	-	-	-

1 Includes staff share scheme issues.
2 Includes shares acquired under non-executive directors share plan.
3 Includes shares acquired as a result of the exercise of options.
4 Dr J Brian Clark became a director on October 15, 2001.
5 Mr Peter JB Duncan became a director on November 2, 2001.

All of the directors have disclosed interests in organisations not related to the Group and are to be regarded as interested in any contract or proposed contract that may be made between the Company and any such organisations.

Signed in accordance with a resolution of the directors.

D Charles K Allen Chairman

Frank J Cicutto Managing Director

November 8, 2001