EXHIBIT 4.10


 


Expatriate assignment agreement – Ms Lynne M Peacock (as Executive
General Manager, People & Culture)


 





















 


	
   

  	
  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


 


	
  Lynne Peacock

  
	
  Level 10

  
	
  88 Wood Street

  
	
  London EC2v 7QQ

  



 


Dear Lynne,


 


I am pleased to confirm your
appointment to Australia as Executive Director National Australia Group and EGM
People & Culture.  During this
expatriate assignment you will remain an employee within the UK Executive
Office Europe of the National in the UK seconded to the National in Australia.


 


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 the 10th of May 2004
for an initial period to be determined; 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).  An 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.


 


Superannuation/Pension


As per your existing employment agreement you will continue to be
entitled to 25% of your basic salary for pension purposes.  This amount can be directed by you to the
pension fund of your choice.  Any unused
amount will be paid as basic salary.


 


Performance Incentive


Performance incentive will be determined on achievement against
objectives agreed with your Host Country Manager.  Bonus will be paid or provided for 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).


 


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 rent free with the allowances
benchmarked in terms of the Group Expatriate Policy.  You will however be responsible for all
utilities (gas, electricity, etc.) although initial connection fees are
reimbursable.


 


Partner Vocational Assistance


Partner vocational assistance will be provided in line with the Group
Expatriate Policy.


 


Education Assistance


Education assistance will be provided towards the cost of dependant
children’s education in line with the Group Expatriate Policy.


 


Motor Vehicle


We will continue to pay your motor vehicle allowance in the UK (gross:
GBP15,000).  No vehicle will be provided
to you while in Australia.


 


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.


 


Transfer Allowance


A Transfer Allowance of GBP 1,250 net will be paid prior to your
departure from the UK.  This amount is to
be grossed up for UK tax purposes.  This
allowance will again be payable upon repatriation.  This is to cover costs associated with your
transfer excluding those costs outlined in the Transfer Arrangements below.


 


PRE-DEPARTURE TRANSFER ARRANGEMENTS


 


An International Assignment Consultant (IAC) from Cendant Mobility, our
global provider of relocation services will shortly contact you.  Your IAC will guide you through the entire
moving process and assist you on your arrival in Australia.  You will have 24-hour access to the details
and the progress of your move through Cendant’s website.  Access and password details will be advised
by your IAC.


 


Visa Status


Your visa status in Australia will be work permit or Right of
Residency.  If you have Right of
Residency, no visa/work permit is required. 
Where this does not exist the National Group will sponsor you for a temporary
work permit.  However you and your
expatriate assignment role must meet specific immigration/visa requirements of
the host country before a visa application is lodged.  You will be provided with a Work Permit Data
Sheet and instructions for completion. 
The immigration consultant engaged to assist you with this process.


 


Health Assessment


You  are
required to participate in the Group Expatriate Health Assessment Program prior
to your departure for Australia.  Details and forms are available
through the Cendant website.  It is
advisable to have these assessments carried out quickly, as you will be unable
to commence your assignment until they have been completed.  This will also be required upon repatriation.


 


Taxation Briefing


It is essential that you have a comprehensive understanding of the tax
implications of your overseas assignment. 
Therefore we suggest that you meet with Ernst & Young to discuss
your tax position as soon as possible. 
Ernst & Young contact details for home country is Ben Thompson +44
020 7951 0881 and host country is Anne Giugni +61 3 8650 7624.


 


Cross-Cultural Briefing


Prior to moving to life and work in the UK we offer you the opportunity
to attend a briefing on the cultural differences between the UK and
Australia.  This will also provide useful
on-ground information and we suggest


 





















 


you undertake this early in the pre-departure process.  Your IAC from Cendant Mobility will arrange
this for you.


 


Shipping and Storage


Cendant will arrange for a quote to be carried out by a shipping
company with regard to moving your personal effects.  You will be permitted to send 250lbs per
family member by airfreight and the remainder by seafreight.  This sea shipment will be limited to a
twenty-foot container.  Cendant will also
arrange transit insurance for your freight.


 


During the term of your overseas assignment, the National Group will
meet the cost of storing and insuring your furniture and personal effects in
the UK, including one motor vehicle. 
Your Cendant IAC will also arrange storage requirements.


 


Temporary Accommodation


Your IAC will arrange up to three days in a serviced apartment (if
required) immediately prior to your departure to Australia.  While the Group will meet the cost of this
accommodation, all other costs (food, laundry, telephone calls etc) are the
responsibility of the employee.


 


Travel to and from Assignment


Business class travel is approved for you when travelling on the
approved travel route to your assignment and again upon repatriation.


 


HOST COUNTRY ARRIVAL


 


Temporary Accommodation


Cendant Mobility will arrange transportation for you from the airport
to your temporary accommodation.  This
accommodation will have been booked in advance and is generally for a period of
up to four (4) weeks while you find more permanent accommodation.  While the Group will meet the cost of this
accommodation, all other costs (food, laundry, telephone calls etc) are the
responsibility of the employee.


 


Home (and School) Search and Orientation


A relocation consultant from Cendant Mobility in Australia will assist
with home search and provide you with an arrival information pack.  The consultant will also be available to
answer any immediate questions you may have regarding your new location.


 


Settling-in Leave


You are entitled to two working days paid special leave for settling-in
purposes in Australia.


 


General


Please contact me on should you have any queries regarding any of the
above.


 


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


 


 


	
  [Original signed]

  
	
   

  
	
  Arthur Willett

  
	
  Strategy Principal

  
	
  ER & Reward

  
	
  People & Culture

  



 





















 


I, Lynne Peacock, 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

  	
  6.07.04