EXHIBIT 4.6


 


Employment
agreement – Mr Ahmed Fahour


 





















 


	
  PRIVATE & CONFIDENTIAL

  
	
   

  
	
  10 August 2004

  
	
   

  
	
   

  
	
  Mr Ahmed Fahour

  
	
  Unit 5, 54 Mont Albert Road

  
	
  CANTERBURY VIC 3126

  



 


 


Dear Ahmed


 


On behalf of National Australia Bank Limited (the “National”),
I am pleased to offer you employment with the National, and I look forward to
your acceptance of this offer.


 


The National provides a challenging and dynamic work
environment, and I expect that it will be possible for you to develop and
enhance your capabilities within the National. 
The National values high-performing, committed employees and seeks
leadership qualities from all levels within the organisation.  I look forward to your contribution to the
opportunities and challenges facing the National.


 


This letter (and the Schedule) sets out the terms of
your employment, and constitutes your employment agreement with the National (“employment
agreement”).  This employment agreement
replaces all existing and previous agreements, arrangements, understandings or
negotiations between you and the National and any Related Body Corporate in
respect of employment with the National.


 


All monetary amounts referred to in this employment
agreement are in Australian dollars.


 


1              Position
and Duties


 


1.1           Your position is Chief Executive Officer, NAB
Australia, reporting to me and located at 500 Bourke Street, Melbourne.


 


1.2           Your position is at Executive General Manager level.


 


1.3           You will exercise the powers and discretions, hold the
responsibilities and perform the duties and tasks of your position inclusive of
those which the National determines are appropriate to your position or those
delegated to you by the National from time to time (collectively “the powers,
duties and responsibilities of your position”).


 


1.4           You will faithfully and diligently exercise your
powers and perform your duties and responsibilities in a proper and efficient
manner and you will manage with integrity and respect all matters concerning
the National’s employees and customers. 
Unless you are absent from duty by reason of ill health or approved
leave, you will devote the whole of your time, attention and abilities, during
the National’s normal business hours and otherwise as is reasonably necessary,
to perform the powers, duties and responsibilities of your position.


 


1.5           The National may, at its discretion, change your
position, reporting arrangements, duties and location on giving you reasonable
notice, following consultation with you, and taking into account your career
considerations and personal circumstances. 
Any reasonable change to this employment agreement by the


 





















 


National will not constitute a redundancy,
and all other terms and conditions of this employment agreement will apply,
unless otherwise specified by the National.


 


1.6           In your position, you will comply with all lawful and
reasonable directions of your line manager or any other person authorised by
the National, and you will comply with the National’s policies and procedures
in operational effect and as amended from time to time.


 


1.7           During your employment, you must use your best
endeavours to promote and enhance the National’s interests, welfare, business,
profitability, growth and reputation. 
You must not intentionally recklessly or negligently do, or omit to do,
anything that is or may be harmful to those things.


 


1.8           In addition to your duties as an employee of the
National, you will also owe duties in respect of each Related Body Corporate of
the National in your capacity as an employee of the National in respect of any
duties performed in relation to a Related Body Corporate.


 


1.9           You must promptly report to your manager, or any other
person authorised by the National, any material information that relates to the
business of the National (or of any Related Body Corporate), the exercise of
your powers or the performance of your duties and responsibilities.


 


1.10         You must provide any information and explanations that
your manager, or any other person authorised by the National, requests, where
such information and explanation relates to the business of the National (or of
any Related Body Corporate), the exercise of your powers or the performance of
your duties and responsibilities.


 


2              Employer


 


Your employment agreement will be with the
National.  However, as stated in
sub-paragraph 1.8, you may also be required to provide services to any Related
Body Corporate of the National.


 


3              Period of
Employment


 


3.1           This employment agreement, and your obligations under
it, will commence on 1 September 2004 (“Commencement Date”).


 


3.2           Unless your employment with the National is terminated
earlier in accordance with paragraph 21, the period of your employment under
this employment agreement is for four years from the Commencement Date and will
cease by reason of effluxion of time on 31 August 2008 (the “Completion Date”).


 


3.3           No later than six months before the Completion Date,
the National will review with you the possibility of extending your employment
and this employment agreement for a period of one year from the Completion
Date.


 


4              Remuneration


 


4.1           Your entitlement to remuneration, as provided for
under this employment agreement, will commence on and from your first day of
work in your new position.


 





















 


Total
Employment Compensation (“TEC”)


 


4.2           Your annual remuneration will be provided as a combination
of cash salary, mandatory employer-funded superannuation contributions and a
packaged benefit, as agreed between you and the National from time to time
using the National’s TEC methodology. 
Essentially, TEC is the fixed component of remuneration, and comprises
TRP and employer-funded superannuation.


 


4.3           Your TEC on commencement of work in your new position
is $1,500,000 per annum.


 


4.4           Your TEC is provided in accordance with the terms of
the Management Remuneration Package Guidelines,
as issued and varied by the National in its discretion from time to time.


 


4.5           Your TEC will be reviewed as at 1 October 2005 and
thereafter on an annual basis.


 


4.6           Your TRP is $1,379 564 per annum and is comprised of a
cash salary and a packaged benefit.  TRP
is calculated as TEC minus mandatory employer-funded superannuation
contributions.


 


4.7           The packaged benefit may be provided as cash or
non-cash benefits or a combination of both, and will include any Fringe
Benefits Tax payable by the National in connection with the provision of
non-cash benefits.  The range of non-cash
benefits available will be at the discretion of the National and will be in
accordance with the National’s policy, as amended from time to time.  You are entitled to a packaged benefit of up to
a maximum of 40% of your TRP.


 


Payment
of Cash Salary


 


4.8           Your cash salary will be paid fortnightly in
arrears.  As a National employee, your
cash salary will need to be directly credited to a National bank account.  If you need to open a National account,
please contact your local branch or National Telephone Banking on 13 22
65.  You will need to meet the relevant
terms and conditions and present the necessary documentation to meet the
100-point check required by law.


 


Superannuation


 


4.9           The National will arrange for the Trustee of the
National Australia Bank Group Superannuation Fund A (the “Fund”) to offer you
membership of the Fund on terms pursuant to the Trust Deed and Rules of the
Fund.


 


4.10         The National will make annual superannuation contributions
to the Fund on your behalf currently calculated as 9.7% of 90% of your TRP, or
where your TRP exceeds the Maximum Earnings Base (“MEB”) as prescribed by the
Federal Government’s Superannuation Guarantee legislation (currently $128,720
per annum), up to 9.7% of the MEB.  These
contributions are included in your TEC and comprise the following:


 


(a)            9.2% of 90% of your TRP (or up to 9.2% of the MEB
where your TRP exceeds the MEB).  As your
TRP exceeds the MEB, this amount is initially $11,842 per annum and will be
credited to your account in the Fund in line with the fortnightly pay
cycle.  The National may alter the amount
of this


 





















 


contribution from time to time, subject to
any applicable legislation or change to the National’s superannuation or remuneration
policy.  This contribution is in addition
to any salary sacrifice contribution you nominate as part of your TRP (up to
the age-based maximum deductible contribution limits), and any contribution you
elect to make to the Fund from post-tax TRP; and


 


(b)           on average, 0.5% of 90% of your TRP (or up to 0.5% of
the MEB where your TRP exceeds the MEB) will be contributed to the Fund on your
behalf to cover the costs of death and disablement benefits (on average 0.4%)
and fund administration (on average 0.1%). 
As your TRP exceeds the MEB, this amount is initially $644 per annum and
may be altered by the National from time to time, subject to any
recommendations by the Fund Actuary or any applicable legislation or any change
to the National’s superannuation or remuneration policy.


 


4.11         As your TRP is greater than the MEB, the difference
between 9.7% of 90% of your TRP and the sum of the amounts referred to in
sub-paragraphs 4.10(a) and 4.10(b), will be paid to you as part of your cash
salary.  This amount is initially
$107,950 per annum.


 


5              Short-Term
and Long-Term Incentive Performance-Based Plans


 


Short-Term
Incentive Performance-Based Plan (“STI Plan”)


 


5.1           In addition to the benefits provided to you as part of
your TEC, you are eligible to participate in the National’s STI Plan.  Your target annual STI reward is 130 per cent
of your TEC, which is, initially, $1,950,000. 
STI rewards are not guaranteed, as they are subject to the achievement of
your individual, and the National’s, performance targets.  The National may, in its discretion,
discontinue, replace, or vary the terms of, the STI Plan at any time.


 


Long-Term
Incentive Performance-Based Plan (“LTI Plan”)


 


5.2           In addition to the benefits provided to you as part of
your TEC, you are eligible to participate in the National’s LTI Plan.  Rewards under the LTI Plan are generally
provided in options and performance rights under the National Australia Bank
Executive Share Option Plan No2 and the National Australia Bank Performance
Rights Plan.  The granting of options and
performance rights is subject to the approval of the National Board and to your
being employed by the National at the time of grant.  The exercise of options and performance
rights is subject to the achievement of specific performance hurdles.  LTI rewards are not guaranteed, as they are
determined by annual “talent” and “potential” assessments.  On the termination of your employment with
the National, the retention of any options and performance rights that may have
been allocated to you during your employment will be determined in accordance
with the terms of allocation of those options and rights under the relevant
plans.  The National may, in its
discretion, discontinue, replace, or vary the terms of, the LTI Plan at any
time.


 


6              Commencement
Benefits


 


6.1           The provision of the “commencement benefits” referred
to in this paragraph 6 will only be effected by the National upon your
relinquishing all rights and entitlements to the shares and options, and to any
cash bonus (in respect of Citigroup’s 2004 financial year), allocated to you by
your current employer,


 





















 


Citigroup, save and except for not more
than 5,000 Citigroup shares that may be transferred into your name prior to
your signing this employment agreement.


 


6.2           Within 60 days of the Commencement Date, and subject
to Board approval, you will be granted options and performance rights under the
National Australia Bank Executive Share Option Plan No2 and the National
Australia Bank Performance Rights Plan to the value of $1,445,000; this equates
to 160,000 options and 40,000 performance rights.  The options and performance rights will vest
after three years from the grant date and will be subject to the achievement of
certain performance hurdles within the two-year exercise period.


 


6.3           You will forfeit the options and performance rights
referred to in sub-paragraph 6.2 on your resigning from the National or on
summary termination by the National (refer sub-paragraph 21.2).


 


6.4           You will retain the options and performance rights
referred to in sub-paragraph 6.2 on the termination of your employment with the
National due to redundancy (refer sub-paragraphs 21.8 to 21.13 inclusive),
death or total and permanent disablement or on the expiration of this
employment agreement, i.e. on the Completion Date.  The exercise of the options and performance
rights will remain subject to the achievement of specific performance hurdles.


 


6.5           Within 60 days of the Commencement Date, and subject
to Board approval, you will be issued with restricted shares under the National
Australia Bank Staff Share Ownership Plan to the value of $2,000,000.  One quarter of the shares will vest on each
anniversary of the Commencement Date over the life of this employment
agreement, i.e. all the shares will have vested on the Completion Date.  All the shares will vest if you cease
employment with the National due to death or total and permanent
disablement.  However, you will forfeit
any unvested shares on your resigning from the National, and you will forfeit
all the shares (vested and unvested) on summary termination by the National
(refer sub-paragraph 21.2).


 


6.6           Within 60 days of the Commencement Date, and subject
to Board approval, you will be issued with restricted shares under the National
Australia Bank Staff Share Ownership Plan to the value of $6,000,000.  Half the shares will vest in July 2005 with
the remaining half vesting in July 2007. 
All the shares will vest if you resign from the National or cease
employment with the National due to death or total and permanent
disablement.  However, you will forfeit
any unvested shares on summary termination by the National (refer sub-paragraph
21.2).


 


6.7           In January 2005 (or such earlier time as agreed to
between you and the National), the National will pay you a cash amount of
$3,857,000, from which income tax will be deducted at your marginal income tax
rate.


 


7              Relocation
Expenses


 


7.1           The National will meet one-off costs of up to $235,000
associated with the sale of your principal residence in the United States of
America.


 


7.2           The National will meet one-off costs of up to $150,000
associated with your purchasing a principal residence in Australia.


 


7.3           The National will pay the costs referred to in
sub-paragraphs 7.1 and 7.2 on the presentation of invoices acceptable to the
National.


 





















 


7.4           Within two years from the Commencement Date, you will
need to provide the invoices referred to in sub-paragraph 7.3 to the National
for payment.


 


7.5           Other associated relocation costs will be met by the
National in accordance with the National’s international relocation policy, as
approved by the General Manager, Workplace Solutions.


 


8              Annual
Leave


 


8.1           You are entitled to four weeks’ paid annual leave for
each completed year of continuous paid service with the National.  For any continuous period of service of less
than 12 months, you will be entitled to a proportionate amount of leave.


 


8.2           Leave will be taken at times as mutually agreed
between you and the National.  The
National may direct you to take annual leave at such times that are determined
by the National.


 


8.3           Any accrued but unused portion of annual leave will be
paid upon termination of your employment. 
Payment will be calculated on the basis of your TEC at the date of
termination of your employment with the National.


 


9              Long
Service Leave


 


9.1           You are entitled to long service leave in accordance
with the National Australia Bank Group Award 2002
as replaced and varied from time to time, as it applies to the National.


 


9.2           As prescribed by the Award,
any accrued but unused portion of long service leave will be paid on
termination of your employment.  Payment
will be calculated on the basis of your TEC at the date of termination of your
employment with the National.


 


10            Sick
Leave


 


10.1         You are entitled to paid sick leave under and in
accordance with the Award, which currently provides the following:


 


	
  (a)

  	
  in the first
  year of employment:

  	
  8 days;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  in the
  second year of employment:

  	
  10 days;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  in the third
  and each subsequent year of employment:

  	
  12 days.

  	
   

  



 


10.2         Any unused sick leave accumulates from year to year up
to the Award maximum.


 


10.3         You are not entitled to any payment for unused sick
leave on the termination of your employment with the National.


 


11            Parental
Leave


 


After 12 months’ continuous service with the National,
you are entitled to up to 52 weeks’ unpaid parental leave in accordance with
the standard terms and arrangements applicable to all National employees.


 





















 


12            Other
Benefits


 


12.1         In addition to the benefits provided to you as part of
your TEC, you will also be eligible to participate in other benefits that are
normally provided to employees at your level who are employed by the National.


 


12.2         Any benefits or concessions provided to you as an
employee of the National will cease on the termination of your employment with
the National for any reason, unless otherwise determined by the National.


 


13            Expenses


 


Subject to substantiation and approval in accordance
with the National’s guidelines from time to time, the National will reimburse
you for all expenses you properly incur in carrying out your responsibilities
and duties including, but not limited to, travel, accommodation, entertainment
and telephone expenses.  Reimbursement of
any expenses is subject to the approval of your manager.


 


14            Policies


 


14.1         You will comply with all the National’s policies and
procedures generally, as established and varied from time to time.  The National’s policies and procedures are
for the National’s benefit solely and create no right or entitlement in you.


 


14.2         By accepting this employment offer, you acknowledge
that you have received copies of, and have read and understood, the following
policies prior to your signing this employment agreement:


 


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


 


(b)           “Sexual Harassment: Off Limits”;


 


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


 


(d)           “National Privacy Policy”.


 


Illegal
Drugs and Alcohol


 


14.3         You must not:


 


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


 


(b)           attend the workplace 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, skill and care
that the performance of those duties requires;


 


(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 or Territory of Australia 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 Federal or State law.


 


15            Performance
Management Review


 


15.1         Generally, in the last month of each financial year of
the National, you and your manager, or nominee, will discuss appropriate
performance measures and targets for the forthcoming financial year of the
National, with a view to reaching agreement on the measures of performance and
the targets in respect of those measures that will be used by your manager or
nominee in the assessment of your performance in your position.


 


15.2         As soon as practicable after the end of each financial
year, your manager or nominee will review your performance by reference to the
agreed measures and targets.


 


15.3         Agreed performance measures and targets may be
reviewed and varied during the performance period.


 


16            Conduct


 


16.1         You must at all times act honestly and in a manner
that is consistent with the status of your position with the National.  You agree to indemnify the National against
any loss or damage it suffers as a result of any dishonest act by you, or any
wilful misconduct in carrying out your duties.


 


16.2         You must not at any time intentionally make any untrue
statement in relation to the National or in relation to your employment with
the National, or make any untrue or misleading statement in connection with
prospective employment with the National. 
After the cessation of your employment with the National, you must not represent
that you are employed by or are connected with the National.


 


17            Exclusive
Employment


 


17.1         During your employment by the National, you must not,
without the National’s prior written consent:


 


(a)            be or become an employee or agent of any other person,
firm or corporation;


 


(b)           be or become a director of any other firm or
corporation (other than as a director of a small company in which you have a
personal interest, provided that that small company is not in direct
competition with the National);


 


(c)            undertake any other business or profession (other than
a business or profession in which you have a personal interest, provided that
that business or profession is not in direct competition with the National);


 





















 


(d)           assist or have any interest in any other business or
profession (other than a business in which you have a personal interest,
provided that that business or profession is not in direct competition with the
National).


 


17.2         Notwithstanding sub-paragraph 17.1, you may hold or
acquire, as a bona fide investment, shares or other securities of a company
listed for quotation on any recognised stock exchange, unless to do so would be
unlawful or the standards of corporate governance determined by the National
makes it improper or inappropriate.


 


18            Ownership
of Intellectual Property and Trade Secrets


 


All inventions, discoveries, computer software
processes and improvements made by you during your employment with the National
remain the property of the National.  By
signing this employment agreement, you:


 


(a)            assign to the National all proprietary rights
including all ownership rights and copyright and the exclusive right to
develop, make, use, sell, license, or otherwise benefit from any inventions,
discoveries, processes and improvements made by you within the scope of your
employment with the National;


 


(b)           agree to execute any further document that is
necessary or desirable to give full effect to your obligations under this
paragraph 18.


 


19            Confidentiality
and Your Obligations


 


19.1         You agree that:


 


(a)            Confidential Information
is solely and exclusively the property of the National or of a Related Body
Corporate, or both, as the case may be;


 


(b)           you are subject to
obligations in relation to Confidential Information by reason of this
employment agreement;


 


(c)            you are subject to obligations
in relation to Confidential Information under the common law; and


 


(d)           the Corporations
Act places certain obligations on you in respect of use or
disclosure of information.


 


19.2         Unless you are required by the National, or the
relevant Related Body Corporate, its auditors, or by law, or the National, or
the relevant Related Body Corporate, agrees in writing, you must not use any
Confidential Information or disclose any Confidential Information to any person
other than for the purposes of your employment with the National.


 


19.3         You must not use any Confidential Information for the
benefit of any person other than the National or the relevant Related Body
Corporate.


 


19.4         To the extent that Confidential Information is
publicly available (other than by reason of a breach by you or any other person
of obligations owed to the National, or to the relevant Related Body Corporate,
in relation to Confidential Information), subject to sub-paragraph 19.5, your
obligations under this paragraph 19 cease.


 





















 


19.5         If it is uncertain whether any information is
Confidential Information or any Confidential Information is publicly available,
such information is deemed to be Confidential Information and deemed not to be
publicly available, unless the National or the relevant Related Body Corporate
informs you in writing to the contrary.


 


19.6         So far as is reasonably practicable, you must maintain
proper and secure custody of Confidential Information and use your best
endeavours to prevent the disclosure of Confidential Information to third
parties or the use by them of Confidential Information.


 


19.7         Upon cessation of your employment or on request by the
National, you must immediately deliver to the National on its behalf, or on
behalf of the relevant Related Body Corporate, all Confidential Information
that is physically capable of delivery.


 


19.8         If the National requests you to do so on its behalf,
or on behalf of any Related Body Corporate, instead of delivering the
Confidential Information as set out in sub-paragraph 19.7, you must destroy the
Confidential Information and certify in writing to the National that the
Confidential Information has been destroyed.


 


19.9         In relation to any Personal Information that comes to
your knowledge in the course of your employment with the National, you must
comply with and not cause the National to breach any applicable privacy laws
and the National Privacy Policy, as amended from time to time.


 


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


 


19.11       Your obligations in relation to Confidential Information under this
employment agreement:


 


(a)            continue after cessation
of your employment with the National;


 


(b)           are enforceable by the
National (or any Related Body Corporate) at any time by legal process; and


 


(c)            are for the continuing benefit
of the National and of each Related Body Corporate.


 


19.12       Your obligations under the Corporations Act  as an officer and as an employee are in addition to your
obligations under this employment agreement.


 


20            Disciplinary
Action


 


If you fail to comply with any of the provisions of
this employment agreement or with any other performance standards required by
the National, or fail to comply with the National’s policies or procedures, the
National may take disciplinary action which may include suspension of your
employment with or without pay and, in certain circumstances, termination of
your employment with the National (refer paragraph 21).


 





















 


21            Termination
of Employment


 


Expiration
of the Employment Agreement


 


21.1         Unless this employment agreement is terminated earlier
in accordance with this paragraph 21, this employment agreement will terminate
by reason of effluxion of time on the Completion Date.


 


Summary
Termination


 


21.2         At any time, the National may terminate your
employment with immediate effect by giving written notice to you, if:


 


(a)            you 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)           you are precluded from taking part in the management
of a corporation by a provision of the Corporations Act;


 


(c)            you are convicted of any offence involving fraud or
dishonesty or any other serious offence that is punishable by imprisonment
(whether or not you are imprisoned);


 


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


 


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


 


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


 


Termination
by the National for Unsatisfactory Performance


 


21.3         The National may terminate your employment by giving
you six weeks’ notice in writing if:


 


(a)            the National has informed you in writing of reasonable
standards of performance in relation to your position (“the performance
standards”) and has given you a reasonable opportunity to meet the performance
standards;


 


(b)           on a reasonable assessment, you have failed to meet
the performance standards and the National has informed you in writing that you
have not met the performance standards;


 


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


 


(d)           having considered any response you may make to those
matters, the National is 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.


 


21.4         The National may, in its discretion, require you to
work through all (or part only) of the notice period or it will make payment in
lieu of the whole notice period (or the unworked balance of the notice
period).  If the National makes payment
in lieu of all or part of the notice period, it will be calculated on the basis
of your TEC.


 


Termination
by the National by Giving Notice


 


21.5         At any time the National may terminate your employment
for any reason (other than for summary termination, unsatisfactory performance
or redundancy) by giving you 52 weeks’ written notice.


 


21.6         The National may, in its discretion:


 


(a)            retain you in its service and require you to undertake
the duties of your position for all (or part only) of the notice period;


 


(b)           direct you to take paid special leave during part or
all of the notice period, during which the National may direct you not to
perform all or part of the duties of your position and direct you to cease
communication with the National’s customers, suppliers, employees and
contractors;


 


(c)            in respect of a period for which payment in lieu is
not made, direct you to work for part and to take paid special leave for part;
or


 


(d)           make payment in lieu of the whole notice period (or
the balance of the notice period if you have worked or have been directed to
take paid special leave for part of the notice period).


 


21.7         If the National makes payment in lieu of all or part
of the notice period, it will be calculated on the basis of your TEC.


 


Termination
Due to Redundancy


 


21.8         The National may terminate your employment in the case
of bona fide redundancy by giving you six
weeks’ notice in writing.


 


21.9         A redundancy occurs where the National considers 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 a
reorganisation, changed business practice, technological change or a downturn
in business.


 


21.10       A redundancy does not occur if the National offers you another position
of a similar kind at the same location as your existing position or at a
different location, if that location is within a reasonable distance of your
place of residence.


 


21.11       In its discretion:


 


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


 


(b)           the National will make payment in lieu of the whole
notice period (or the unworked part of the notice period).


 





















 


21.12       If the National makes a payment in lieu of the whole notice period (or
the unworked part of the notice period), it will be calculated on the basis of
your TEC.


 


21.13       Upon termination of your employment due to redundancy, the National
will pay you the greater of:


 


(a)            a termination payment equal to 46 weeks’ TEC; or


 


(b)           the redundancy payment calculated in accordance with “Redundancy,
Redeployment and Retrenchment Agreement” between the National and the Finance
Sector Union of Australia (less any payment in lieu of notice required to be
made under that Agreement).


 


Termination
by You


 


21.14       You may terminate this employment agreement at any time by giving the
National 13 weeks’ written notice, or such other period of notice as the
National may agree with you in writing.


 


21.15       The National may, in its discretion:


 


(a)            retain you in its service and require you to undertake
the duties of your position for all (or part only) of the notice period;


 


(b)           direct you to take paid special leave during part or
all of the notice period, during which the National may direct you not to
perform all or part of the duties of your position and direct you to cease
communication with the National’s customers, suppliers, employees and contractors;


 


(c)            in respect of a period for which payment in lieu is
not made, direct you to work for part and to take paid special leave for part;
or


 


(d)           make payment in lieu of the whole of the notice period
(or the balance of the notice period if you have worked or have been directed
to take paid special leave for part of the notice period).


 


21.16       If the National makes a payment in lieu of all or part of the notice
period, it will be calculated on the basis of your TEC.


 


22            Entitlements
and Obligations Upon Termination


 


22.1         In addition to any other entitlement under this
employment agreement, on any termination of your employment you are entitled to
receive:


 


(a)            your cash salary and other benefits under this
employment agreement until the date of termination;


 


(b)           an amount in lieu of any accrued but untaken annual
leave calculated on the basis of TEC;


 


(c)            an amount in lieu of any accrued but untaken long
service leave calculated on the basis of TEC;


 


(d)           any other benefits due to you pursuant to the terms of
any share plan or other relevant plan; and


 





















 


(e)            reimbursement of any expenses properly incurred by you
in accordance with this employment agreement,


 


up to and
including the date of your termination.


 


22.2         Upon termination of your employment you will return
each item of the National’s property (including but not limited to keys, access
cards, each vehicle owned or leased by the National, mobile telephones,
computers, and disks) in your possession or control.


 


Non-Solicitation Covenant


 


22.3         You agree that whether on your
own account, or for any person, for a period of 12 months from the date your
employment with the National ceases, or if that is not reasonable, for a period
of six months from the date your employment with the National ceases, you will
not solicit or entice, or endeavour to solicit or entice, from the National (or
from any Related Body Corporate) any officers or employees of or any
contractors to the National, whether or not that person would commit a breach
of any contract by reason of ceasing to service or provide services and/or
goods to the National (or to any Related Body Corporate).


 


22.4         For the purposes of sub-paragraph 22.3, any
reference to the officers, employees, and contractors of the National (or any
Related Body Corporate) is limited to those employees and contractors directly
or indirectly interested, engaged or employed by the National (or by any
Related Body Corporate) in any business or activity of a like or similar kind
to that in which the National (or any Related Body Corporate) was interested or
engaged during the period of 12 months prior to the cessation of your
employment with the National.


 


Non-Competition
Covenant


 


22.5         You agree that for a period of six months
from the date your employment with the National ceases, you will not, without
the National’s prior written consent:


 


(a)            engage in Restricted Activities, that is:


 


(i)             participation in the business of providing
financial services in competition with the Group;


 


(ii)            participation in any business or activity of
a like or similar kind to that in which the Group was interested or engaged and
in respect of which you, in the National’s reasonable opinion, had substantial
knowledge, during the period of 12 months prior the termination of your
employment with the National in respect of that business or activity;


 


(iii)           soliciting or enticing, or endeavour to
solicit or entice, from the National, the custom of any person who during the
12 months prior to the cessation of your employment was a significant customer
of the National;


 


(b)           in a Restricted Area, that is:


 


(i)             any State or Territory of Australia;


 





















 


(ii)            any State or Territory of Australia and any
country in which the National, or a Related Body Corporate is, directly
interested or engaged in:


 


(1)            the business of providing financial
services;


 


(2)            any business or activity of a like or
similar kind to that in which the National, or a Related Body Corporate, was
interested or engaged during the period of 12 months prior to the termination
of your employment with the National, in respect of that business or activity.


 


Application
of Restrictions


 


22.6         Sub-paragraph 22.5 will be construed and
have effect as if it were a number of separate sub-paragraphs which results
from combining the commencement of sub-paragraph 22.5 with each sub-paragraph
in paragraph (a) and combining each such combination with each sub-paragraph of
paragraph (b).  Each such resulting
sub-paragraph is severable from each such resulting sub-paragraph and any word
or phrase contained in the commencement of sub-paragraph 22.5 is
severable.  If any such resulting
sub-paragraph (or any word or phrase contained in the commencement of
sub-paragraph 22.5) is declared or determined to be illegal, invalid or unenforceable
for any reason by final determination of any court or tribunal of competent
jurisdiction, such illegality, invalidity or unenforceability will not
prejudice or in any way affect the validity or enforceability of any other such
resulting sub-paragraph, word or phrase.


 


Reasonableness


 


22.7         You acknowledge and agree that the terms and
conditions of this employment agreement are fair and reasonable in all the
circumstances of your employment with the National, recognising that the extent
and nature of benefits due to you on the termination of your employment with
the National will differ appropriately according to the reason for termination
and that the said terms and conditions are not harsh, unjust or unconscionable.


 


Interpretation


 


22.8         For the purposes of sub-paragraph 22.5:


 


“the business of providing financial services”
includes, but is not limited to, banking services, insurance services and funds
management services;


 


“participation in” means, whether directly or
indirectly, being:


 


(a)            interested, engaged or
employed in, or acting at, the senior executive or management level;


 


(b)            an officer (including being
the holder of any non-executive office);


 


(c)            a senior executive or
managerial employee or agent; or


 


(d)            an adviser or consultant to
the board of directors, senior executives or management level employees,


 


of any person, firm or corporation.


 





















 


23            Dispute
Resolution


 


23.1         Any dispute between you and
the National (other than a dispute giving rise to a claim for equitable relief)
as to the application or interpretation of this employment agreement or to the
rights or obligations of each party arising from your employment relationship
with the National, will be resolved in accordance with the following steps:


 


(a)            when either you or the National notifies a dispute in
writing to the other party, the dispute will be discussed between you and your
manager with a view to resolution;


 


(b)           if that discussion fails to resolve the dispute within
14 days of the notice, within a further three days the dispute will be
discussed between you and an authorised representative of the National with a
view to resolution.


 


23.2         Subject to completion of the process set out in
sub-paragraph 23.1, if the dispute still exists between you and the National,
the dispute must then be submitted to a single arbitrator in accordance with
and subject to the Commercial Arbitration Act
1984 (Vic).


 


23.3         For the purposes of an arbitration under sub-paragraph
23.2, if the National does not agree with you on the appointment of an
arbitrator within 14 days after the completion of the process set out in
sub-paragraph 23.1, the President or Acting President of the Law Institute of
Victoria will appoint an arbitrator on application by either you or the
National.


 


24            Variations
to Employment Agreement


 


Variations to
this employment agreement may be necessary for the fair, efficient and
effective administration of the National’s business.  Accordingly, this employment agreement may be
varied by agreement between you and the National.  Your consent to such variation must not be
unreasonably withheld.  If your consent
is unreasonably withheld, the National may give you one month’s written notice
that such variation will take effect.


 


25            Extent of
Contractual Obligations


 


25.1         The provisions of this employment agreement shall operate
only to the extent permitted by:


 


(a)            law, in particular, the Corporations Act; and


 


(b)           any other obligations with
which the National must comply under the Award or Enterprise Agreement.


 


25.2         If any provision or part of a provision of this
employment agreement goes beyond that which is permitted by law, or does not
comply with the obligations referred to in sub-paragraph 25.1, that provision
or part of a provision shall be interpreted in such a way as to be permitted by
law or to comply with the obligations or, if such an interpretation is not
open, that provision or part of the provision must be severed.


 


25.3         This paragraph 25 does not apply so as to limit or
affect the operation of any other provision of this employment agreement which
governs the interpretation of


 





















 


this employment agreement or which provides
for severance of any part of this employment agreement.


 


26            Entire
Understanding


 


26.1         This employment agreement (including the Schedule)
constitutes the entire agreement of the parties about its subject matter.  Any previous agreements, arrangements,
understandings or negotiations on that matter cease to have any effect.


 


26.2         For the avoidance of doubt, for the purpose of this
employment agreement the subject matter of this employment agreement is the
terms and conditions of your employment by the National and, subject to the Corporations Act  and the
Constitution, the holding of any office with the National or a Related Body
Corporate.  Subject to the express terms
of this employment agreement, this paragraph is not intended to remove, limit,
extend or otherwise vary:


 


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


 


(b)           any term of this employment
agreement or obligation which would, in the absence of express provision in
this employment agreement, be implied by law.


 


26.3         No oral explanation or information provided by either
you or the National to the other party will:


 


(a)            affect the meaning or
interpretation of this employment agreement; or


 


(b)           constitute any collateral
agreement, warranty or understanding between the National and you.


 


27            Waiver
and Exercise of Rights


 


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


 


27.2         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.


 


28            Severance


 


28.1         You and the National consider that the Covenants are
reasonable in all the circumstances of your employment.


 


28.2         Each and every part of the Covenants is a severable
and independent covenant.  You agree with
the National that the joint intention of the parties 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.


 





















 


29            Governing
Law


 


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


 


30            Definitions


 


In this
employment agreement, unless the context otherwise requires, words have the
meaning given to them in the Schedule.


 


31            Probity
Check


 


In accordance
with National policy, the National will require you to be subject to a
probity/police check and to reference checks prior to your commencing work with
the National.  This offer of employment
is conditional upon receipt of a probity/police check and reference checks that
are satisfactory to the National.


 


32            Other
Conditions of Employment


 


Subject to your acceptance of the terms of this
employment agreement, the National requires the following information for its
records:


 


(a)            copy of proof of identity (e.g. certified copy of your
Birth Certificate, passport); and


 


(b)           your tax file number.


 


33            Acceptance


 


A copy of
this employment agreement is enclosed for your records.  Would you please sign and return the original
to me to confirm your acceptance of the terms and conditions of your employment
with the National.  If you do not accept
this offer of employment within 28 days of the date of this letter, it will
lapse.


 


Ahmed, please do not hesitate to contact Arthur
Willett, General Manager Workplace Solutions, on 03 8641 2723, if you have any
queries concerning this offer of employment with the National.


 


I look forward to your joining the National.


 


 


	
  Yours sincerely

  
	
   

  
	
   

  
	
  [Original
  signed]

  
	
   

  
	
  John Stewart

  
	
  Managing Director and Chief Executive Officer

  
	
  National Australia Bank Limited

  
	
   

  
	
   

  
	
  Schedule:

  



 





















 


ACCEPTANCE


 


	
  I,

  	
  AHMED FAHOUR

  	
  , acknowledge that I have read and understood this
  employment agreement (including the Schedule),

  
	
   

  	
  (Full Name)

  	
   

  



and I hereby accept the offer of employment with
National Australia Bank Limited on the terms set out in this employment agreement
(including the Schedule).


 


 


	
  Signed:

  	
  [Original signed]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  16th
  August 2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witnessed By:

  	
  [Original signed]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Full Name of Witness

  	
  Rosemary
  Mould

  	
   

  	
   

  
	
  (Please Print)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address of Witness

  	
  C/-
  500 Bourke Street Melbourne

  	
   

  	
   

  



 





















 


SCHEDULE


 


DEFINITIONS


 


In this
employment agreement, unless the context otherwise requires:


 


“Accrued but unused” or “accrued but untaken” in
relation to leave entitlements, means leave to which you have become entitled
upon termination of employment pursuant to any applicable award of the Australian
Industrial Relations Commission or a statutory provision or this employment
agreement.


 


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


 


“Confidential Information” means any trade secret or
other confidential information relating to the business affairs, strategy,
accounts, business plans, marketing plans, sales plans, prospects, research,
management, financing, products, inventions, designs, processes and any data
bases, data surveys, customer lists, records, reports, software or other
documents, material or other information in any form concerning the National
(and any Related Body Corporate) or any of the customers or suppliers of the
National (or of any Related Body Corporate) to which you gain access, whether
before, during or after your employment with the National.


 


“Constitution” means the Constitution of the National
Australia Bank Limited (as applicable from time to time).


 


“Corporations Act” means the Corporations
Act 2001 (Cth) as amended and in force from time to time.


 


“Covenants” means the covenants, obligations and
restrictions contained in this employment agreement.


 


“Enterprise Agreement” means any industrial agreement
binding upon the National that 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.


 


“Group” means National Australia Bank Limited and each
Related Body Corporate.


 


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


 


“National Privacy Policy” means the National Privacy
Policy effective 21 December 2001, as amended from time to time.


 


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


 


“Related Body
Corporate” means Related Body Corporate of the National and, in that case, has
the same meaning as in Section 50 of the Corporations Act.