EXHIBIT
4.41


 


Variation
to employment agreement – Ms Lynne M Peacock (as Chief Executive Officer,
Europe)


 





















 


PRIVATE & CONFIDENTIAL


 


11 January 2005


 


Ms Lynne Peacock


Chief Executive Officer Europe


National Australia Bank Limited


88 Wood Street


LONDON  EC2V 7QQ


ENGLAND


 


Dear Lynne


 


VARIATION TO YOUR SERVICE AGREEMENT


 


I would like to congratulate you on your appointment as Chief Executive
Officer of the National Group’s European operations and confirm my appreciation
for the contribution that you have made to the National Group during 2004.


 


This letter sets out the variations to your existing service agreement
with National Australia Group Europe Limited dated 29 May 2003 (“existing
agreement”).


 


Would you please review the following amendments to your existing
agreement and sign the original of this letter and return it to Arthur Willett,
General Manager Workplace Solutions, at your earliest convenience.


 


1.                    Position
(refer clause 1.1 of your existing agreement)


 


With effect from 28 October 2004, your position
is Chief Executive Officer Europe reporting to me and located at 88 Wood
Street, London.


 


2.                    Notice of
Termination (refer clause 2.2 of your existing agreement)


 


I confirm that you are entitled to notice of
termination from the Company of 12 calendar months (refer letter from General
Manager Workplace Solutions dated 13 August 2004, and countersigned by
me).


 


3.                    Remuneration
(refer clause 5.1 of your existing agreement)


 


Your base salary will increase to £404,000
per annum from 1 January 2005.


 


4.                    Annual EVA
Incentive (refer Schedule 1 of your existing agreement)


 


I confirm that your target incentive
opportunity under the new Group Executive Incentive Plan (which replaces the
Group EVA Incentive Plan) in respect of the 2004/05 year will be 100% of your Total
Employment Cost (“TEC”) package. Your TEC for this purpose is £525,000 per
annum (refer my letter to you dated  30 November 2004).


 





















 


5.                    Repatriation
to the United Kingdom


 


As a consequence of your appointment as Chief
Executive Officer Europe, you will be repatriated to the United Kingdom in
accordance with the terms of the National Group Expatriate Policy.


 


Lynne, I look forward to working with you in your new role and to your
ongoing contribution to the success of the National Group.


 


 


Yours sincerely


 


 


[ORIGINAL SIGNED]


 


 


John Stewart


Managing Director and Chief Executive Officer


National Australia Bank Limited


 


 


*                                         *                                         *                                         *                                         *                                         *                                         *


 


 


I, Lynne Margaret Peacock, acknowledge that I
have read and understood the changes to my employment agreement with National
Australia Group Europe Limited dated 29 May 2003, as set out in this letter,
and I hereby agree to those changes.


 


 


	
  [ORIGINAL SIGNED]

  	
  [11/01/05]

  
	
  Lynne Margaret Peacock

  	
  Date

  



 


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