EXHIBIT
4.12


 


Employment
agreement and retention award – Mr Gavin R Slater (as Group General Manager,
Office of the Chief Executive)


 





















 


	
   

  	
  National Australia Bank

  
	
   

  	
  500 Bourke Street

  
	
   

  	
  MELBOURNE VIC 3000

  



 


10
June 2004


 


Gavin
Slater


Level
36, 500 Bourke Street


MELBOURNE
VIC 3000


 


Dear
Gavin


 


National
Australia Bank Ltd is pleased to confirm your employment with us in the
Position of Group General Manager, Office of the CEO (“your Position”) on the
terms and conditions set out in this letter and the Attachment.


 


Employer


 


Your
contract of employment will continue to be with National Australia Bank Ltd (“us”).  As our employee, you may be required to
provide services to any Related Body Corporate of the National Australia Bank
Ltd as well as to us.  You will remain
our employee despite any alteration to your Position or appointment to another
Position in accordance with these terms and conditions.


 


Position
and Duties


 


In
your Position, you will be located in Melbourne, Victoria and will report to
the


 


Chief
Executive Officer.


 


The
duties and responsibilities in your Position have been discussed with you.  You may be required to undertake other duties
and responsibilities from time to time, and your reporting responsibility
and/or Position title may also be altered from time to time. In some
circumstances you may be required to undertake another Position.  In any other Position, these terms and
conditions will continue to apply.


 





















 


Date of
Operation


 


The
terms and conditions set out in this letter and the Attachment, if accepted,
will apply to your employment with us from 5 April 2004 (“Commencement Date”).


 


National
Australia Bank Group policies


 


You
will be required to comply with our policies and procedures generally, as
established and varied from time to time. 
Some of those policies and procedures are referred to in more detail in
the Attachment.


 


By
accepting this offer, you acknowledge that you have received the enclosed
copies of the following policies prior to acceptance:


 


(a)           “Equity in Employment: We’re Committed”;


 


(b)           “Sexual Harassment: Off Limits”; and


 


(c)            “Code of Conduct: Our Behavioural Guidelines”,
and


 


(d)           “The National’s Privacy Policy”


 


Remuneration
and Other Benefits


 


Your
remuneration arrangements including your Total Employment Compensation and
certain other benefits are set out in Section B of the Attachment.  Your Total Employment Compensation will not
be altered unless you agree, except to the extent that this agreement permits.


 


Confidentiality
and other Duties


 


Section
C of the Attachment sets out your obligations in respect of Confidential
Information and Personal Information. 
Those obligations continue, even if your employment with us ceases for
any reason.


 


Leave


 


Your
leave entitlements and obligations are set out in Section D of the Attachment.


 


Termination
of Employment


 


You
may terminate your employment with us by giving us 4 weeks notice in
writing.  You may also terminate your
employment with us on other specified grounds which require you to give us a
longer notice period.  We may terminate
your employment upon specified grounds which


 





















 


require
notice or payment in lieu to be given. 
In certain circumstances, including serious misconduct, (for example,
disclosure of Confidential Information or other serious or continuing breaches
of your contract), we may terminate your employment without notice.  In this case you will receive only accrued
but untaken leave entitlements.  Detailed
conditions of termination are set out in Section E of the Attachment.


 


New
Agreement


 


This
agreement, as set out in this letter and the Attachment, replaces any present
employment agreement you have with us. 
Any agreements, understandings or negotiations in respect of your
employment with us cease to have any effect from the date of this letter.  Further details on this matter are set out in
Section F.8 of the Attachment.


 


Applicable
law and other general conditions


 


Your
contract of employment arising from acceptance of this offer will be governed
by the law of the State of Victoria. 
Other general conditions of the offer of employment are set out in
Section F of the Attachment.


 


Definitions


 


Definitions
of the terms used in this letter of offer and the Attachment are set out in
section G of the Attachment.


 


The
Attachment


 


The
Attachment to this letter forms part of the terms and conditions of this offer
of a contract of employment with us.


 


Letter of
Offer, Attachment and Enclosures


 


This
letter summarises the terms and conditions of our offer of employment.  If there is any inconsistency between this
letter and the Enclosures and the Attachment, then the Enclosures and the
Attachment prevail.


 





















 


Acceptance


 


In
order for the terms and conditions set out in this letter and the attachment to
have legal effect, you must sign the duplicate of this letter in the presence
of a witness and return it to me.  If this offer is not accepted within 28 days
after the date of this letter it will lapse.


 


Yours
sincerely,


 


[Original signed]


 


John
Stewart


Chief
Executive Officer


National
Australia Bank


 


Enclosures:


 


Attachment


Policies:


 


1.             “Equity in Employment: We’re Committed”;


2.             “Sexual Harassment: Off Limits”; and


3.             “Code of Conduct: Our Behavioural Guidelines”.


 


I
acknowledge having read this letter and each of its enclosures, and I accept
the offer of continuing employment with National Australia Bank Ltd on the
terms set out in this letter and its enclosures.


 


 


	
  Signed:

  	
  [Original signed]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  24
  June                           2004

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witnessed
  By:

  	
  [Original signed]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Full
  Name of Witness

  	
  CAROLYN GRAHAM

  
	
  (Please
  Print)

  	
   

  
	
   

  	
   

  
	
  Address
  of Witness

  	
  8 VISTA CRESCENT ROWVILLE VIC 3178

  



 





















 


Contents


 


Section:


 


A:            Position and Work


B:            Remuneration and Benefits


C:            Confidential Information and Related Matters


D:            Leave


E:             Termination of Employment


F:             General Conditions


G:            Definition of Terms.


 


Policies:


 


1.             “Equity in Employment: We’re Committed”;


2.             “Sexual Harassment: Off Limits”; and


3.             “Code of Conduct: Our Behavioural Guidelines”.


4.             “National’s Privacy Policy”.


 





















 


Section A: Position and Work


 


A.1          Your Position


 


As set out in your offer of continuing employment your Position is Group
General Manager, Office of the CEO.


 


A.2          Duties


 


A.2.1      Your powers responsibilities and duties


 


You may exercise the powers and discretions, hold the responsibilities
and perform the duties and tasks which:


 


(a)            we determine are appropriate to your Position;
and


 


(b)           are conferred, delegated or specified to you by
us through your Manager (or any other person authorised by us) from time to
time


 


(collectively “the powers, duties and responsibilities
of your Position”).


 


A.2.2      Compliance with directions


 


You must comply with all lawful and reasonable directions of your
Manager (or any other person authorised by us).


 


A.3          Changes in your Position and Work


 


A.3.1      Changes in your Position


 


During your employment by us we may alter, add to or reduce the powers,
duties and/or responsibilities of your Position either:


 


(a)            with your agreement; or


 


(b)           by a direction from us.


 


We can only give you a direction if it does not unreasonably alter, add
to or reduce the powers, duties and/or responsibilities of your Position.


 


A.3.2      Appointment to another Position


 


During your employment by us, we may appoint you to another Position (“the
other Position”):


 


(a)            with your agreement; or


 


(b)           by a direction in writing from us.


 





















 


We can only give you a direction if the other Position:


 


(a)            is reasonably comparable to your Position,
taking into account the powers, duties and responsibilities of the other
Position; and


 


(b)           is at the same location as your Position or is
at a location within a reasonable distance of your place of residence.


 


A.3.3      Continuation of the Agreement


 


The terms of this agreement will continue to apply
even though:


 


(a)            the powers, duties and responsibilities of your
Position are varied; or


 


(b)           you are appointed to another Position


 


under this agreement.


 


A.3.4      No material change of circumstances


 


A
variation to the powers, duties and/or responsibilities of your Position, or
appointment to another Position, in accordance with this agreement does not
constitute a “material change in circumstances” for the purpose of Clause
E.2.1.


 


A.4          Performance


 


A.4.1      Performance of duties


 


You
will exercise your powers and perform your duties and responsibilities in a
proper and efficient manner.  Unless you
are absent by reason of ill health or approved leave, you will devote the whole
of your time, attention and abilities, during our normal business hours and
otherwise as is reasonably necessary, to exercising your powers and carrying
out your duties and responsibilities.


 


A.4.2      Other employment


 


(a)            You must not:


 


(i)             undertake any other business or profession;


 


(ii)            be or become an employee or agent of any other
person; or


 


(iii)           assist or have any interest in any other
business or profession.


 


(b)           However, despite sub-clause (a):


 


(i)             we may agree to you doing any of those things,
and we will not unreasonably refuse to so agree;


 


(ii)            you may hold or acquire as a bona fide
investment shares or other securities of any publicly listed company, including
any company listed for quotation on the Australian Stock Exchange Ltd.


 





















 


(c)            You may be required to disclose to us any
information relevant to any matter referred to in this clause.


 


A.4.3      Promotion of our interests


 


You
must use your best endeavours to promote and enhance the Bank’s interests,
welfare, business, profitability, growth and reputation.  You must not intentionally or negligently do
anything which is or may be harmful to those things.


 


A.4.4      Compliance with our policies


 


In
addition to each of your other duties and responsibilities, you must comply
with our policies and procedures, as determined by us from time to time
including, in particular, the following policies and procedures:


 


(a)            Equity in Employment: We’re Committed;


(b)           Sexual Harassment: Off Limits;


(c)            Code of Conduct: Our Behavioural Guidelines
and,


(d)           The National’s Privacy Policy


 


You
acknowledge that you have been provided with a copy of each of these policies
and procedures prior to signing this Agreement.


 


A.4.5      Duties owed


 


In
addition to the duties owed to us as your employer, including but not
restricted to clauses A4.2 and A4.3, Section C and clause F.5 you also owe
duties to each Related Body Corporate of National Australia Bank Limited.


 


A.4.6      Illegal Drugs and Alcohol


 


You
must not:


 


(a)            use or have in your possession any illegal
drugs during working hours;


 


(b)           attend to carry out the duties of your Position under the influence of
any alcoholic beverage or under the influence of any illegal drug. “Under the
influence of any alcoholic beverage” means that in the reasonable opinion of
your manager, you are affected by alcohol in such a way that you may not be
able:


 


(i)            to perform the duties of your position;


 


(ii)           to exercise the level of judgement and skill
that the performance of those duties requires; or


 


(iii)          to take
reasonable care for your own safety or the safety of others.


 


(c)           drive any vehicle in the course of your
employment:


 


(i)            with a blood alcohol content exceeding that
prescribed by the laws of the State in which the vehicle is being driven;


 


(ii)           under the influence of any illegal drug.


 





















 


“Illegal drug” means a substance the possession or use of which is
prohibited by law


 


A.4.7      Occupational Health and Safety


 


You must:


 


(a)            assist us in the implementation of any measures
taken by us in respect of occupational health and safety;


 


(b)           observe any occupational health and safety
policy, procedure, regulation or rule which applies to us;


 


(c)            use all equipment and appliances provided by us
to ensure the health and safety of you, our other employees, our customers and
any other persons;


 


(d)           generally, comply with any obligation imposed
on you under the laws applicable to occupational health and safety.


 


A.4.8       Obligations of the Bank


 


We:


 


(a)            acknowledge our obligation to provide a safe
workplace, under and in terms of relevant occupational health and safety
legislation and common law duties;


 


(b)           acknowledge our obligations under and in terms
of relevant Federal and State industrial and other legislation, applicable to
us in our capacity as your employer, including but not limited to the Workplace Relations Act 1996; and


 


(c)            undertake to use our best endeavours to ensure
that all information provided to you by us, in relation to the terms and conditions
of your employment with us, and your rights and obligations under this
agreement is accurate.


 


A.5          Management Information


 


A.5.1      Reporting requirements


 


You
must promptly report to your Manager, or any other person authorised by us, any
information which relates to our business, the exercise of your powers, or the
performance of your duties and responsibilities.  A report must be made in response to a
request and may be made on your own initiative.


 


A.5.2      Explanations


 


You
must provide any explanations that your Manager, or any other person authorised
by us, requests, where such explanation relates to our business, the exercise
of your powers, or the performance of your duties and responsibilities.


 





















 


Section B:  Remuneration and Benefits


 


B.1          Total Employment Compensation


 


You will receive Total Employment Compensation (TEC) of $345,000 which
is inclusive of Employer-funded Superannuation.


 


A full explanation of each component of your TEC appears below.


 


B.1.1      Total Remuneration Package


 


Your Total Remuneration Package (TRP) includes a Benefit Component that
may be taken as cash.


 


Your TRP is initially $317,300 and will be paid fortnightly in arrears.


 


B.1.2      Benefit Component


 


The Benefit Component of your TRP is initially $126,920.


 


The Benefit Component may be taken as cash or non cash benefits or a
combination of both. It includes Fringe Benefits Tax (FBT) payable by us in
connection with the provision of non-cash benefits.


 


B.1.3      Superannuation


 


(a)            We will arrange for the Trustee of the National
Australia Bank Group Superannuation Fund (“the Fund”) to offer membership of
the Fund to you, on the terms of the applicable Trust Deed and Rules.


 


(b)           The total value of superannuation is calculated as 9.7% of 90% of your
TRP.  This amount is initially $27,700  This amount is made up as follows:


 


(i)            We will provide 9.0% of 90% of your TRP up to
the Maximum Earnings Base (MEB) as set by the Government each July to the Fund
on your behalf.  This amount of $11,001
will be credited to your Fund account on a regular basis in line with the pay
cycle as a contribution for, or in respect of, you.  This amount may be altered by us from time to
time, subject to any applicable legislation.


 


This contribution is in
addition to any salary sacrifice superannuation contribution you nominate as
part of your TRP and any contribution you elect to make to superannuation from
post-tax TRP.


 


(ii)           $15,843 will be paid to you as cash in the form of a superannuation
allowance.


 


(iii)          We provide on average 0.7% of 90% of your TRP up to the MEB to the Fund
on your behalf to cover the cost of death and disability benefits (on average
0.5% of 90% of your TRP) and fund administration (on average 0.2% of 90% of
your TRP).  This amount may be altered by
us from time


 





















 


to time, subject to any
recommendations by the Fund Actuary or any applicable legislation.


 


B.1.4      Review


 


Your
next remuneration review is expected to be during January 2005.  Thereafter we will review your Total
Employment Cost at least once in each 12 months of your employment on such a
basis as we, in our absolute discretion, may determine.  Your TEC will not be reduced as a consequence
of a review.


 


B.1.5      Incentive Plan


 


We
have an incentive program which may change from time to time.  You are entitled to participate in that
program on its terms if:


 


(a)            in the Incentive Plan Year under consideration
you have worked for us for at least three months; and


 


(b)           you are employed by us at the time any incentive payment relating to
that Incentive Plan Year is made.


 


(c)            In the event of your employment being
terminated due to redundancy or retirement, you may be eligible to participate
in that program subject to clause B.1.5 (a) and any incentive payable will be
calculated pro-rata as at the date of termination.


 


B.2          Benefits


 


B.2.1      Other benefits


 


In
addition to the benefits provided to you under your Total Employment
Compensation:


 


(a)           you are eligible to participate in the National Australia Bank Staff
Share Allocation Plan and National Australia Bank Staff Share Ownership Plan on
their terms, as varied from time to time.


 


(b)           you will be considered for participation in any offers made under the
National Australia Bank Executive Share Option Plan No.2, in accordance with
the Plan rules as applicable from time to time;


 


(c)           you are entitled to participate in other benefits which are normally
provided to staff employed by us at your level.


 


B.2.2      Reimbursement of Expenses


 


Subject
to substantiation and approval in accordance with our guidelines from time to
time, we will reimburse you for all expenses you properly incur in carrying out
your responsibilities and duties (including, but not limited to travelling,
accommodation, entertainment and telephone expenses).


 





















 


Section C:  Confidential Information, Personal
Information and Related Matters


 


C.1          Confidential Information


 


C.1.1      Acknowledgement


 


You
acknowledge that the Confidential Information is solely and exclusively our
property.


 


C.1.2      Confidentiality


 


Unless:


 


(a)           you are required by us, or our auditors, or by law; or


 


(b)           we agree in writing,


 


you
must not:


 


(c)           use any Confidential Information; or


 


(d)           disclose any Confidential Information to any person,


 


other
than for the purpose of carrying out your powers, duties and responsibilities.


 


C.1.3      Use


 


You
must not use any Confidential Information for the benefit of any person other
than us.


 


C.1.4      Confidential Information in the public domain


 


To
the extent that Confidential Information is in the public domain, subject to
clause C.1.5 your obligations under clauses C.1.2 and C.1.3 cease.


 


C.1.5      Uncertainty


 


If
it is uncertain whether:


 


(a)            any information is Confidential Information; or


 


(b)           any Confidential Information is lawfully within the public domain,


 


such
information is deemed to be Confidential Information and deemed to be not
within the public domain, unless we inform you in writing to the contrary.


 


C.1.6      Security of Confidential Information


 


So
far as is reasonably practicable, you must:


 


(a)           maintain proper and secure custody of Confidential Information; and


 


(b)           use your best endeavours to prevent the disclosure of Confidential
Information to third parties or the use by them of Confidential Information.


 





















 


C.1.7      Delivery


 


You
must immediately deliver all Confidential Information which is physically
capable of delivery to us if:


 


(a)            this agreement is terminated; or


 


(b)           you are so requested by your Manager or a person authorised by us.


 


C.1.8      Confidential Information may be destroyed


 


(a)            If we request you to do so, instead of
delivering the Confidential Information according to clause C.1.7, you must
destroy the Confidential Information and certify in writing to us that the
Confidential Information has been destroyed.


 


(b)           In the case of computer software or other computer data we have
requested you to destroy, you must erase it from magnetic media on which it is
stored such that it cannot be recovered or in any way reconstructed and certify
in writing to us that the Confidential Information has been destroyed.


 


C.1.9      Obligations relating to Personal Information


 


(a)            In relation to any Personal Information which
comes to your knowledge as our employee or while you perform any duties for us,
you must comply with and not cause us to breach:


 


(i)             any applicable privacy laws; and


 


(ii)            our Privacy Policy (as amended from time to
time).


 


(b)           To the extent that Confidential Information consists of or includes
Personal Information, you must in addition to the obligations set out generally
in this Section C comply with the obligations set out in sub-clause (a) above.


 


C.1.10    Obligations to continue


 


Your
obligations under this clause:


 


(a)            continue after termination of this agreement;


 


(b)           are enforceable by us at any time by legal process; and


 


(c)            are for our continuing benefit.


 


C.1.11    Obligations under Corporations Act


 


Your
obligations to us pursuant to the Corporations Act
are in addition to your obligations under this agreement.


 





















 


C.2          Non Solicitation Covenant


 


You
covenant that whether on your own account or for any person during your
employment and for a period of 12 months after your employment ceases, you will
not solicit or entice (or endeavour to solicit or entice) from us:


 


(a)            any of our officers or employees or any
contractors to us, whether or not that person would commit a breach of any
contract by reason of ceasing to serve or provide services and/or goods to us;


 


(b)           the custom of any person who has during the two years prior to the
cessation of your employment been our customer, if that person dealt with the
area of our operations for which you have or have had responsibility in the
period of two years prior to cessation of your employment.


 





















 


Section D:  Leave


 


D.1          Annual Leave


 


(a)            You are entitled to 4 weeks paid leave, or
other amount as specified in the Award, for each period of 12 months during
your employment or a proportionate amount of leave for any period of less than
12 months.


 


(b)           This leave is in addition to any declared public and Bank holidays which
are normally observed by us.


 


(c)            So far as possible, leave will be taken at
times mutually agreed to by you and us. 
If this is not possible, leave is to be taken at such times as we
direct.


 


(d)           Any accrued but unused portion of annual leave will be paid upon
termination of employment.  Payment will
be calculated on your TRP at the date of termination.


 


D.2          Long Service Leave


 


D.2.1       You are entitled to long service leave in
accordance with:


 


(a)            the National Australia Bank
Group Award 2002 as replaced and varied from time to time, as it
applies to the Bank; or


 


(b)           our long service leave scheme as varied from time to time,


 


whichever
is the greater.


 


D.2.2       Any accrued but unused portion of long service
leave will be paid on termination of employment.  Payment will be calculated on your TRP at the
date of termination.


 


D.3          Sick Leave


 


D.3.1      You are entitled to sick leave under and in accordance with the Award.


 


D.3.2      In summary:


 


(a)            Under the Award your current sick leave
entitlement (which accumulates to the Award maximum from year to year) is:


 


	
  (i)

  	
   

  	
  In the first year of
  employment -

  	
   

  	
  8 days

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  In the second year of
  employment -

  	
   

  	
  10 days

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Thereafter in each year of
  employment-

  	
   

  	
  12 days

  



 


D.3.3      You should refer to the Award for the statement of your entitlements and
the applicable conditions.


 





















 


D.4          Parental Leave


 


D.4.1       After 12 months continuous service with us you
are entitled to parental leave, on a without remuneration basis, in accordance
with:


 


(a)            the Award;


 


(b)           the Workplace Relations Act 1996;
or


 


(c)            Our Parental Leave Policy as varied from time
to time,


 


whichever
is the greater.


 


D.4.2      In summary:


 


(a)            Your current basic parental leave entitlement
is a period of up to 52 weeks unpaid leave;


 


(b)           Upon return to work, following the taking of parental leave, you are
entitled to return to the Position you held prior to the commencement of the
leave.  If that Position no longer
exists, you are entitled to a Position as nearly comparable in status and TEC
to the former Position as is possible.


 


D.4.3       You should refer to the documents set out in
clause D.4.1. for the statement of your entitlements and the applicable
conditions.


 





















 


Section E:  Termination of Employment


 


E.1          Termination by us


 


We
may terminate your employment in a number of circumstances.  These are set out below.


 


E.1.1       Summary termination


 


We
may terminate your employment by giving written notice to you effective
immediately, if you:


 


(a)           become bankrupt or compound with your creditors (or any of them) or
assign your estate for the benefit of your creditors (or any of them);


 


(b)           are precluded from taking part in the management of a corporation by the
provisions of Section 91a, 229 or 230 of the Corporations
Act;


 


(c)           are convicted of any offence involving fraud or dishonesty or any other
serious offence (except for a traffic offence) which is punishable by imprisonment
(whether you are imprisoned or not);


 


(d)           commit a serious or persistent breach or non-observance of this
agreement;


 


(e)           knowingly fail to comply with an obligation imposed upon you under the
Award or Enterprise Agreement; or


 


(f)            are guilty of misconduct of such a kind that it
would be unreasonable to require us to continue your employment during the
notice period required under this Agreement.


 


E.1.2       Termination for unsatisfactory performance


 


(a)            We may terminate your employment by giving you
twelve weeks’ notice in writing if:


 


(i)            we have informed you in writing of reasonable
standards of performance in relation to your Position (“the performance
standards”);


 


(ii)           we have given you a reasonable opportunity to meet the performance
standards;


 


(iii)          on a reasonable assessment, you have failed to meet the performance
standards;


 


(iv)          we have informed you in writing that you have not met the performance
standards;


 


(v)           we have given you the opportunity to respond to matters of concern in
connection with your performance (unless, in all the circumstances, we could
not reasonably be expected to give you that opportunity); and


 





















 


(vi)          having considered any response you may make to
those matters, we are satisfied that there is no adequate reason for your
failure to meet the performance standards and no adequate reason why your
employment should not be terminated.


 


(b)           In our discretion:


 


(i)             we may require you to work through all (or part
only) of the notice period; or


 


(ii)            we will make payment in lieu of the whole
notice period (or the unworked balance of the notice period).


 


(c)            If we make payment in lieu of all or part of
the notice period, it will be calculated on the basis of your Total
Remuneration Package.


 


E.1.3       Termination because of redundancy


 


(a)            We may terminate your employment in the case of
redundancy by giving you six weeks’ notice in writing.


 


(b)           A redundancy occurs where we consider that the work being done by you
(or a major portion of it) is no longer required to be done.  This may be as a result of re-organisation,
changed business practice, technological change or a down turn in business.


 


(c)            A redundancy does not occur if we offer another
Position to you of a similar kind at the same location as your Position or at a
different location, if the different location is within a reasonable distance
of your place of residence.


 


(d)           In our discretion:


 


(i)             we may require you to work through all (or part
only) of the notice period; or


 


(ii)            we will make payment in lieu of the whole notice
period (or the unworked balance of the notice period).


 


(e)            If we make payment in lieu of all or part of
the notice period, it will be calculated on the basis of your Total
Remuneration Package.


 


(f)            Upon termination of employment under this
clause, we will pay to you the greater of:


 


(i)             a Termination Payment equal to 59 weeks. Total
Remuneration Package; or


 


(ii)            the redundancy payment calculated in accordance
with the Redundancy, Redeployment and Retrenchment Agreement (less any payment
in lieu of notice required to be made under that agreement).


 





















 


E.1.4       Termination because of changed requirements


 


(a)            We may terminate your employment in the case of
changed requirements, by giving you six weeks’ notice in writing.


 


(b)           “Changed requirements” means that we have determined that we no longer
wish to retain your services.


 


(c)            In our discretion:


 


(i)             we may require you to work through all (or part
only) of the notice period; or


 


(ii)            we will make payments in lieu of the whole
notice period (or the unworked balance of the notice period).


 


(d)           If we make payment in lieu of all or part of the notice period, it will
be calculated on the basis of your Total Remuneration Package.


 


(e)            Upon termination of employment under this
Clause, we will pay to you a termination payment equal to 59 weeks. Total
Remuneration Package.


 


E.2          Termination by You


 


You
may terminate your employment in a number of circumstances.  These are set out below.


 


E.2.1       Termination because of material change of circumstances


 


(a)            You may terminate this agreement in the case of
a material change of circumstances by giving us six weeks’ notice in writing.


 


(b)           A change in the powers, duties and responsibilities of your Position, or
appointment to another Position, which is not authorised by clause A.3 is a “material
change of circumstances” if, and only if, without your agreement:


 


(i)             we purport to substantially reduce your Total
Remuneration Package;


 


(ii)            we purport to substantially reduce the powers
or responsibilities of your Position;


 


(iii)           we purport to substantially diminish the scope
of your duties in your Position; or


 


(iv)          there is any other change by us in relation to
your employment which, under generally applicable principles of law, would
amount to conduct by us entitling you to accept that conduct as constituting a
termination of this agreement.


 


(c)            In our discretion:


 


(i)             we may require you to work through all (or part
only) of the notice period; or


 





















 


(ii)            we will make payment in lieu of the whole
notice period (or the unworked balance of the notice period).


 


(d)           If we make a payment in lieu of all or part of the notice period, it
will be calculated on the basis of your Total Remuneration Package.


 


(e)            Upon termination of employment under this
clause, we will pay to you a termination payment equal to 59 weeks. Total
Remuneration Package.


 


(f)            If you terminate this agreement, as a result
(wholly or in part) of an event under sub-clause E.2.1.(b)(i), then any payment
we make under this clause E.2.1 shall be calculated on your Total Remuneration
Package before the reduction.


 


E.2.2       Other termination


 


(a)            You may terminate this agreement at any time by
giving us not less than 4 weeks written notice.


 


(b)           We may either:


 


(i)             retain you in our service for all or part of
the notice period; or


 


(ii)            pay you an amount equal to your Total
Remuneration Package for so much of the notice period as you are not retained,
up to a maximum of 4 weeks.


 


E.3          Entitlements upon termination


 


(a)            In addition to any other entitlement under this
Agreement, on any termination of this Agreement you are entitled to receive:


 


(i)             your Cash Salary and other benefits under this
Agreement;


 


(ii)            payment of any accrued or untaken annual leave
paid on TRP;


 


(iii)           TRP in lieu of any accrued but untaken long
service leave; and


 


(iv)          any other benefits due to you pursuant to any
share plan or other relevant plan;


 


up to and including the date of termination.


 


(b)           If your employment is terminated because of redundancy (Clause E.1.3),
changed requirements (Clause E.1.4), or material change of circumstances
(Clause E.2.1) we will request the Trustees of the National Australia Bank
Superannuation Fund to pay to you a benefit which will include the full current
value of any Excess Transfer Value which would normally be vested and credited
to your account progressively between the ages of 45 and 50 years.


 





















 


E.4          Reasonableness of provisions and
satisfaction of obligations


 


E.4.1       Acknowledgment


 


You
acknowledge:


 


(a)            that the terms and conditions of this agreement
in respect of termination of employment (“the terms”) are fair and reasonable,
recognising that the extent and nature of benefits due to you upon termination
differ appropriately accordingly to the reason for termination;


 


(b)           that the terms are not harsh, unjust or unconscionable.


 


If
we give notice (or pay in lieu of notice) and make payment of entitlements
which arise under this agreement upon termination of employment on a particular
basis we are doing so, and you receive them, in satisfaction of each of your
entitlements under this agreement, the Award and/or the Enterprise Agreement,
in respect of a termination of employment upon that basis.


 


E.4.2       No compensation


 


If
your employment is terminated in accordance with the express terms of this
agreement you are not entitled to claim any compensation or damages from us in
respect of termination.


 


E.5          Return of our Property


 


Upon
termination of this agreement you will return each item of our property
(including but not limited to keys, disks, each vehicle owned or leased by us
and computers, access cards) in your possession or control.


 


E.6          Loans and accounts


 


While
you are an employee of the Bank any account you open which is referred to in
the Employee’s Choice booklet (available on the Bank’s intranet site), as
amended from time to time, will be subject to the benefits and concessions set
out in that booklet relevant to that account. 
Such benefits and concessions cease upon termination of your employment
with the Bank for any reason, except where otherwise specified.


 





















 


Section F:  General Conditions


 


F.1          Governing law


 


This
agreement is governed by and will be interpreted in accordance with the laws of
Victoria.


 


F.2          Relevance of Award and Industrial
Agreement


 


(a)            You and we acknowledge that, by reason of the Workplace Relations Act 1996 (“the
Act”), the Award and the Enterprise Agreement apply to your employment.


 


(b)           We agree with you that:


 


(i)             no provision of the Award or the Enterprise
Agreement will be binding upon us in connection with your employment except in
accordance with the Act;


 


(ii)            no provision of the Award or the Enterprise
Agreement will be, or be implied to be, a term of your contract of employment
with us,


 


unless we otherwise agree with you.


 


F.3          Amendment


 


This
agreement may only be varied or replaced by a document signed by us and you.


 


F.4          Waiver and Exercise of rights


 


(a)            A single or partial exercise or waiver of a
right relating to this agreement will not prevent any other exercise of that
right or the exercise of any other right.


 


(b)           A party will not be liable for any loss, cost or expense of any other
party caused or contributed to by the waiver, exercise, attempted exercise,
failure to exercise or delay in the exercise of a right.


 


F.5          Misrepresentation


 


You
must not:


 


(a)            at any time intentionally make any untrue
statement in relation to us or in relation to your employment with us, or have
made any untrue or misleading statement in connection with prospective
employment with us; or


 


(b)           after cessation of employment represent that you are employed by or
connected with us.


 


F.6          Arbitration


 


(a)            Any dispute between us and you (other than any
claim for equitable relief) as to:


 


(i)             the interpretation of this agreement; or


 





















 


(ii)            the rights or obligations of each party arising
from our employment relationship with you,


 


must
be submitted to a single arbitrator in accordance with and subject to the Commercial Arbitration Act 1984
(Victoria).


 


(b)           A party must give notice of a dispute to the other party within 21
working days of the dispute arising.


 


(c)            For the purposes of an arbitration under this
clause, if we do not agree with you on the appointment of an arbitrator within
14 days of the notification of dispute by either party to the other, the
President or Acting President of the Law Institute of Victoria will appoint an
arbitrator on application by either you or us.


 


F.7          Rights Cumulative


 


Subject
to any express provision in this agreement to the contrary, the rights of a
party under this agreement are cumulative and are in addition to any other
rights of that party.


 


F.8          Entire Understanding


 


F.8.1       This agreement constitutes the entire agreement
of the parties about its subject matter. 
Any previous agreements, understandings and negotiations on that matter
cease to have any effect.


 


F.8.2       For the avoidance of doubt, for the purpose of
this agreement the subject matter of this agreement is the terms and conditions
of your employment by us.  Subject to the
express terms of this agreement, this clause is not intended to limit, extend
or otherwise vary:


 


(a)            any duty imposed upon you or us which arises by
operation of law or by force of legislation; or


 


(b)           any term of the agreement implied by law.


 


F.8.3       No oral explanation or information provided by any party to another
will:


 


(a)            affect the meaning or interpretation of this
agreement, or


 


(b)           constitute any collateral agreement, warranty or understanding between
any of the parties.


 


F.9          Severance


 


(a)            You and we consider that covenants, obligations
and restrictions contained in this agreement (“the covenants”) are reasonable
in all the circumstances of your employment.


 


(b)           Each and every part of the covenants is a
severable and independent covenant.  You
agree with us that our joint intention is that if the covenants, taken
together, go beyond what is reasonable in all the circumstances but would be
reasonable with any one or more of the covenants (or any one or more parts of
the covenants) deleted, the covenants will apply as if those unreasonable
covenants (or parts of covenants) were deleted.


 





















 


Section G:  Definition of Terms


 


In this Agreement, unless the
context otherwise requires:


 


“Accrued but untaken” or “accrued but unused”, in relation to leave entitlements, means leave
to which you have become entitled upon termination of employment pursuant to
the Award.


 


“Award” means
the National Australia Bank Group Award 2002 as
varied or replaced from time to time;


 


“Bank” means
National Australia Bank Limited and its Related Bodies Corporate.


 


“Commencement Date” means the commencement date set out in your letter of offer.


 


“Confidential Information” means any trade secret, manufacturing process, formulae or other
confidential information relating to the business affairs, accounts, works,
marketing plans, sales plans, prospects, research, management, financing,
products, inventions, designs, processes and any data bases, data surveys,
customer lists, specifications, drawings, records, reports, software or other
documents, material or other information whether in writing or otherwise
concerning the Bank or any of its customers or suppliers to which you gain
access, whether before, during or after your employment.


 


“Employment Period” means the period from the Commencement Date until your employment is
terminated in accordance with this agreement.


 


“Enterprise Agreement” means any industrial agreement binding upon us which has been approved
or certified by the Australian Industrial Relations Commission from time to
time, pursuant to the provisions of the Workplace Relations Act
1996, as varied or replaced from time to time.


 


“Incentive Plan Year” means the period commencing 1 October in any year until 30 September in
the following year.


 


“Manager” means
the person holding the Position to which you report in your Position.


 


“Personal Information” means information or an opinion about individuals, including in
particular information about our customers whether true or not and whether
recorded in material form or not, whose identity is apparent or can reasonably
be ascertained from that information or opinion.


 


“Position”
means:


 


(a)           your position specified in Section A of the Attachment; or


(b)           your position as it is varied in accordance with this agreement; or


(c)           any other position to which you are appointed in accordance with this
agreement,


as the case may be.


 


“Privacy Policy”
means the National Privacy Policy effective 21 December 2001.


 





















 


“Redundancy, Redeployment and Retrenchment Agreement” means the Redundancy, Redeployment and
Retrenchment Agreement entered into between us and the Finance Sector Union of
Australia in 2002, as varied or replaced from time to time.


 


“Related Body Corporate” has the same meaning as in Section 50 of the Corporations
Act.


 


“Total Employment Compensation” means the amount as specified in Section B of
the Attachment where this amount includes TRP and Employer-funded
Superannuation.


 


“Total Remuneration Package” means the amount specified as such in Section B of the Attachment where
a portion of the TRP includes a Benefit Component that may be taken as cash.


 


“Us” ( or “us”)
means National Australia Bank Limited.


 


“We” ( or “we”)
means National Australia Bank Limited.


 


“You” ( or “you”) means the person to whom this offer of continuing employment is
addressed.


 





















 


May
2004


 


Gavin
Slater


Group
General Manager, Office of the CEO


Level
35, 500 Bourke Street


MELBOURNE   VIC  
3000


 


Dear


 


First
of all, I would like to thank you for all your help and support over the last
few months.  Now that the dust has
settled, I have been able to turn my mind towards ensuring that you are properly
rewarded for the extra responsibilities that you have taken on.  I am pleased to advise you of the following
remuneration arrangement.


 


Share
Award


 


Subject
to the criteria outlined below, you will be entitled to a National share award
of 60% of your current TEC.  This equates
to $175,000.


 


•      20% of this
award will be used to purchase shares with immediate effect.


 


•      30% of this
award will be used to purchase shares six months from the date of this letter.


 


•      50% of this
award will be used to purchase shares on completion of the APRA project.


 


The
shares will be purchased on a pre-tax basis at a price equal to the average of
the closing prices for the five days immediately following the date of this
letter.


 


You
will be entitled to receive any dividends that are paid by the National while
the shares remain in trust.


 


The
earliest you can apply to have the shares released is on the completion of the
APRA project.  The shares may remain in
trust on a tax-deferred basis for up to ten years from the date of issue(1).


 


All
other terms and conditions of your current employment agreement remain the
same.


 


I
look forward to your ongoing support and diligence during this challenging
period for the National Group and would thank you once again for your support to
date.


 


Regards


 


 










(1)           While the shares remain in trust they will be subject to forfeiture
on serious misconduct only.