EXHIBIT 4.11


 


Expatriate assignment agreement – Mr Ross E Pinney (as Executive
General Manager, Financial Services Europe).


 





















 


	
   

  	
  PEOPLE & CULTURE

  
	
   

  	
  27/500 Bourke Street

  
	
   

  	
  MELBOURNE VIC 3000

  
	
   

  	
   

  
	
   

  	
  Direct
  Telephone:

  	
  61 3 8641
  3434

  
	
   

  	
  Direct Fax:

  	
  61 3 8641
  4932

  



 


23rd of June 2004


 


	
  Mr R Pinney

  
	
  National Australia Bank Limited

  
	
  Level 34

  
	
  500 Bourke Street

  
	
  Melbourne Vic 3000

  



 


Dear Ross


 


I am pleased to confirm your
appointment to the United Kingdom as Executive General Manager Financial
Services Europe.  During this expatriate
assignment you will remain an employee within the Office of the CEO of the
National in Australia, seconded to the National in the United Kingdom.


 


Your remuneration and other
assignment conditions will be determined in accordance with the Group’s
Expatriate Policy.  A copy of the current
policy is attached which may be amended from time to time.  The policy document is essential reading for
you to enable you to become familiar with the remuneration and benefits that
will apply to your expatriate appointment, as well as the relocation procedures
that will be required.


 


Term of Appointment


Your overseas assignment commenced on 1 February 2004 for an initial
period to 3 years; however, the Group reserves the right to amend the term at
any time and for any reason.


 


A summary of the terms and conditions specific to your assignment is
attached at the end of this letter and should be referred to in conjunction
with the following:


 


REMUNERATION AND BENEFITS


 


Fixed Remuneration


A separate international pay structure operates for expatriates and is
called Expatriate Net Pay (ENP).  A
current and previous ENP worksheet is enclosed, and a detailed explanation of
the methodology is included in the attachment. 
The ENP is calculated from your current home country total remuneration.
Please note that the “Expatriate Allowance” does not apply for your assignment
to the United Kingdom.


 


Superannuation


You will remain a member of your Australian superannuation fund.  The home country will continue to make
appropriate company contributions during your overseas assignment.


 


Performance Incentive


Bonus will be determined on achievement against objectives agreed with
your Manager.  Bonus will be paid in the
home country and tax equalised.  Should
you have been working in the home country for a proportion of the bonus period,
this performance will also be taken into consideration.


 





















 


Options/Share Schemes


Consideration will be in accordance with the eligibility criteria of
each home country plan (as applicable). 
This benefit will be tax equalised.


 


Annual Leave


Expatriate annual leave entitlement of twenty (20) working days per
annum will apply.


 


Home Leave


One (1) home leave benefit will accrue after each completed year of
expatriate service.  This benefit is
provided at first class travel.


 


Health Insurance


The National Group’s global provider Marsh Pty Ltd will provide Health
Insurance.


 


Housing, Furniture and Utilities


Housing and furnishings will be provided, benchmarked in terms of the
Group Expatriate Policy, should alternative accommodation not be
available.  You will however be
responsible for all utilities (gas, electricity, etc.) although initial
connection fees are reimbursable.


 


Motor Vehicle


Denise Reid will provide a motor vehicle for your use.


 


Tax Return Preparation


Ernst & Young will prepare your home country and host country
income tax return for each year of expatriate assignment, including year of
repatriation to home country.


 


During the term of your overseas assignment, the National Group will
meet the cost of storing and insuring your furniture and personal effects in
Australia, including one motor vehicle.


If this letter and enclosed policy are acceptable to you, please sign
the attached copy and return to me.


 


I take this opportunity to wish you success on your overseas assignment
and in your new position.


 


Yours sincerely


 


 


	
  Colleen Harris

  	
   

  
	
  Practice Leader

  	
   

  
	
  Remuneration &
  Benefits

  	
   

  
	
  People & Culture

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  cc 

  	
  Denise Reid

  
			



 





















 


I, Ross Pinney, have read the enclosed documentation and acknowledge that:


 


1.               I understand and
accept the terms and conditions outlined in this letter and agree not to
discuss this information to other employees or international assignees within
the National.


 


2.               I agree to abide by
the Expatriate Policy and associated attachments and agree not to discuss this
information to other employees or international assignees within the National.


 


3.               I understand that I
must abide by the terms and conditions of all visas and work permits granted to
enable me to perform the work required for this assignment.


 


4.               I declare where I
have provided personal information about an individual (such as myself, family,
relative, solicitor or contact person), I have made, or will immediately make,
the individual aware of that fact and:


•             that their personal information has been
collected by the National Australia Bank Group organisation for the purposes of
my international assignment;


•             that their personal information may be disclosed
to other organisations involved in the relocation, management or administration
of my international assignment, as required by law or with their consent;


•             that I may not be able to obtain some services as
part of the international assignment if that individual’s personal information
is not provided;


•             that the individual can gain access to their
personal information by contacting International Assignment Services.


 


 


	
  Signature

  	
  [Original signed]

  	
  Date

  	
  7.7.04

  



 





















 


SUMMARY OF MAIN
TERMS OF INTERNATIONAL ASSIGNMENT


 


	
  EMPLOYEE
  NAME:

  	
  Ross Pinney

  
	
   

  	
   

  
	
  HOME
  BUSINESS UNIT:

  	
  Office of
  the CEO – Australia

  
	
   

  	
   

  
	
  HOST
  BUSINESS UNIT:

  	
  Financial
  Services Europe

  
	
   

  	
   

  
	
  HOST
  LOCATION:

  	
  London,
  United Kingdom

  



 


	
  DATE OF
  COMMENCEMENT OF ASSIGNMENT:

  	
  1 February
  2004

  
	
   

  	
   

  
	
  PERIOD
  OF ASSIGNMENT:

  	
  3 years

  
	
   

  	
   

  
	
  HOME
  COUNTRY TOTAL REMUNERATION:

  	
  TEC
  AUD740,000 per annum

  
	
   

  	
   

  
	
  HOUSING
  ALLOWANCE:

  	
  up to GBP
  4,500 per month

  
	
   

  	
   

  
	
  ANNUAL
  LEAVE:

  	
  20 working
  days per year