EXHIBIT
4.15


 


Deed of
settlement and release and Deed of indemnity – Mr Michael T Laing


 





















 


Date: 11 October 2004


 


Terms
of Settlement


And


Release Agreement


 


Michael Laing


(“Mr Laing”)


 


and


 


National Australia Bank
Limited


ABN 12004044937


(“National”)


 


TERMS of
SETTLEMENT and RELEASE AGREEMENT


 





















 


Date:                            11 October 2004


 


Parties:                       NATIONAL AUSTRALIA BANK LIMITED (ABN 12004044937) of 24th Floor, 500 Bourke Street Melbourne 3000 (“the National”);
and


 


Michael Laing of C/- Herbert Geer & Rundle, Level 21, 385 Bourke Street,
Melbourne 3000 (“Mr Laing”)


 


Recitals:


A.         Mr Laing was originally employed by the National Group in New
Zealand from 13 January 1987 though until September 2000. Thereafter Mr Laing
was employed by the National Group in Australia from September 2000. At that
time it was agreed by the parties that in the event of redundancy from the
National Mr Laing would have his New Zealand service recognised. In February
2002. Mr Laing was appointed to the position of Group Executive General
Manager, Corporate Development.


 


B.         Pursuant to clause E.1.3 of the Executive Service Agreement between
Mr Laing and the National, his position has been made redundant and his
contract of employment with the National terminated on 30 September 2004 (“the
termination date”).


 


C.         The National denies any liability to Mr Laing.


 


D.         In order to avoid the time and costs of any possible proceedings,
the parties have agreed to settle all matters between them on the terms
contained in this agreement (“this Agreement”).


 


Governing Law:


 


This
Agreement is governed by the law of the State of Victoria


 


Operative Provisions:


 


1          Obligations
to be fulfilled by the National


 


1.1        The National will pay to Mr Laing a gross lump sum redundancy
payment of $918,259.01.


 


1.2        In addition, the National will:


 


1.2.1           pay
the following to Mr Laing within 21 days of the termination date:


 


1.2.1.1        an amount in lieu of accrued and untaken annual leave and long
service leave as at the termination date (calculated with reference to Mr
Laing’s total employment compensation package) – a total of $199,031.82
(gross);


 


1.2.1.2        $117,499 being a deferred incentive payment due to Mr Laing for the
2002/03 Plan Year;


 





















 


1.2.2           pay
for outplacement services at the executive level for Mr Laing;


 


1.2.3           transfer
to Mr Laing’s ownership the mobile telephone and number currently provided to
him;


 


1.2.4           pay
for or reimburse Mr Laing for legal expenses (up to a maximum of $6,000 [plus
GST]) incurred by Mr Laing in relation to this Agreement;


 


1.2.5           provide
a certificate of service to Mr Laing within 14 days of the termination date;
and


 


1.2.6           allow
Mr Laing to have any existing concessional lending with the National continue
for a 9 month period following the termination date.


 


1.3       The amounts in paragraphs 1.1, 1.2.1.1 and 1.2.1.2 shall be subject
to applicable deductions of taxation as required by law.


 


1.4        If the
National make payments under the Group EVA Performance Incentive Plan for
2003/2004 Mr Laing will be considered for such a payment in accordance with the
Performance Incentive Plan guidelines for retrenched employees. Should any
incentive be paid, it will be payable based upon the length of service during
the plan year and overall performance rating for the year, together with Group
EVA performance results. This payment will be made at the same time that such
payments are made to other participants in the Performance Incentive Plan.


 


1.5       The National will continue to provide home security arrangements for
Mr Laing’s private residence through until 31 December 2004 at which time
ownership of that system will transfer into Mr Laing’s name with no cost to
him. The National will arrange for the monitoring of Mr Laing’s security system
to transfer to a private provider agreed with Mr Laing. Mr Laing will take
responsibility for payment of the monitoring system from 1 January 2005;


 


1.6        Mr Laing is entitled to retain all Executive Performance Options and
Rights in the capital of the National granted to him under the National’s
Executive Options Program.


 


1.7        The National will provide to Mr Laing a deed of indemnity in the
form of Appendix 1 and, in any event, by executing this Agreement it
indemnifies Mr Laing against claims described in that appendix and Annexure A
to that appendix.


 


2          No
admission of liability


 


2.1       The parties
agree that this Agreement must not be interpreted as an admission by the
National of liability to Mr Laing for any matter, other than as expressly
provided in this Agreement.


 





















 


3          Obligations
to be fulfilled by Mr Laing


 


3.1        Mr Laing undertakes not to lodge any applications or make any claim
against the National or any of its officers, directors or employees pursuant to
any law of the Commonwealth or a State relating to unfair termination or other
related claims as referred to in clause 4 of this Agreement.


 


3.2        Mr Laing agrees that he will resign from all boards, committees and
other bodies whose membership he holds as a result of his employment with the
National.


 


4          Release


 


4.1        Subject
to clause 4.2, Mr Laing hereby RELEASES AND FOREVER
DISCHARGES the National, which expressions shall include all past
and present officers, employees and directors from all actions, suits,
proceedings, causes of action, claims, liabilities costs and demands whatsoever
and howsoever arising which Mr Laing now has or may have had save for any
rights arising from personal injury arising under the Accident Compensation Act
1985 (Vic)or, but for this Agreement, he could or might have against the
National arising out of the employment of Mr Laing by the National or the
termination of that employment. Not withstanding the generality of the
foregoing, upon execution of this Agreement Mr Laing shall take all steps
necessary to withdraw and forever stay any proceedings commenced or pending
against the National in any Court, Commission or Tribunal.


 


4.2        Clause
4.1 does not apply to any salary and other remuneration which Mr Laing is
entitled to receive from the National for the period from execution of this
Agreement through until the termination date.


 


4.3        The
National hereby RELEASES AND FOREVER DISCHARGES Mr
Laing from all actions, suits, proceedings, causes of action, claims,
liabilities, damages, costs and demands whatsoever which the National has or
which but for this Agreement, the National could or might have had against Mr
Laing arising out of the employment of Mr Laing by the National or the
termination of that employment save for the right to issue proceedings should
it be discovered at a later date that Mr Laing had deliberately defrauded the
National.


 


5          Confidentiality


 


5.1        Subject to this Agreement, a party to this
Agreement must not disclose to any person whatsoever the terms of this
Agreement including, without limiting the generality of this obligation, the
amounts payable hereunder by the National or the discussions between the
parties leading to the making of this Agreement.


 


5.2        A party may disclose information within this
clause as follows:


 


5.2.1           in the case of Mr Laing to his family;


 


5.2.2           to the legal and financial advisers of that party;


 


5.2.3           with the prior written consent of the other party;


 


5.2.4           as required by law;


 





















 


5.2.5           as required by any regulatory body including a stock exchange;


 


5.2.6           for the purpose of enforcing this Agreement in legal proceedings;


 


5.2.7           for the purpose of effecting any rollover of the payments provided
in clause 1.1 of this Agreement to an approved superannuation fund.


 


5.3        Without
limiting any express or implied obligation of confidentiality upon him under
any statute (including the Corporations Act 2001) or under his contract of
employment with the National, Mr Laing undertakes that he will not divulge to
any person or use any trade secrets or confidential information concerning the
business, financial arrangements or position of the National or any other
confidential information belonging to the National except with prior written
authority of the National.


 


5.4        So that there can be no
misunderstanding confidential information means: any trade secrets, 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, meetings, minutes of meetings,
disputes, and all matters relating to any litigation, threatened litigation,
investigations, inquiries, judicial or quasi judicial proceedings or other information whether
in writing or otherwise concerning the National or any clients or suppliers to
which Mr Laing gained access, whether before, during or after his employment.
Where there is any doubt about whether information is confidential it should be
deemed to be confidential information.


 


5.5        Neither party shall disparage the other nor speak of the
other in the terms which are likely to be injurious to the commercial or
personal standing of the other.


 


6          Public
Comment


 


6.1        Mr Laing and the National must not make any
statement, or induce anyone else to make any statement (whether written or
oral) about Mr Laing’s employment, the cessation of that employment or any
related matter which:


 


6.1.2           in respect of Mr Laing is likely to harm his reputation; or


 


6.1.3           in respect of the National, is likely to harm the reputation of the
National, its directors, officers or employees


 


unless
and to the extent that the statement is required to be made by law or by a
stock exchange.


 


7          No
Representation


 


7.1        After the
termination date Mr Laing agrees not to represent himself as an officer or
employee of the National or as being in any way connected with or interested in
the business of the National.


 





















 


8          Competency


 


8.1        Mr Laing
acknowledges that:


 


8.1.1        he was given the opportunity to seek independent legal and other
advice of his choice before executing this Agreement;


 


8.1.2        in light of any advice provide, he considered his position;


 


8.1.3        if advised by his legal representative, he has been advised as to
the terms of this Agreement


 


8.1.4        the effect of this Agreement is fully understood; and


 


8.1.5        the terms of this Agreement are fair and reasonable.


 


9          Entire
Agreement


 


9.1        Mr Laing
acknowledges and agrees that this Agreement:


 


9.1.1        Constitutes the entire agreement of the parties concerning the
resolution of all matters relating to the employment and termination of Mr
Laing’s employment


 


9.1.2        Supersedes all prior agreements, understandings and negotiations in
respect of same.


 


10        No
Representations and Warranties


 


10.1      Mr Laing
acknowledges that in entering this Agreement he has not relied on any
representations or warranties except as expressly provided by the written terms
of this Agreement.


 


11        Transition
Arrangements and future assistance


 


11.1      To ensure a smooth transition, Mr Laing agrees to co-operate fully
with any requests made by the National for the provision of information and
other assistance concerning the business, affairs or customers of the National.


 


11.2      Mr Laing agrees that he will both prior to and subsequent to the
termination date, if requested by the National or any subsidiary of the
National, provide such assistance (including by giving statements and evidence)
as the National or the subsidiary may reasonably require in respect of any
court proceedings or any investigation or enquiry by any relevant regulator in
relation to the National or the subsidiary.


 


11.3      The National agrees to pay Mr Laing such remuneration as may be
agreed between the parties, and reimburse Mr Laing for all reasonable expenses
incurred by Mr Laing, in providing the assistance referred to in clause 11.2.


 





















 


12        National
Property


 


12.1      Mr Laing agrees:


 


12.1.1        on or before the termination date to deliver to the National all
property belonging to the National which is in his possession, custody or
control including without limitation all books, documents (including emails),
papers, materials and any other item; and


 


12.1.2        not to make or retain a copy of any document which is the property
of the National, including any computer-based copies.


 


13        Severance


 


13.1      If the whole or any part of this Agreement is void, unenforceable or
illegal in a jurisdiction it is severed for that jurisdiction. The remainder of
this Agreement has full force and effect and the validity or enforceability of
that provision in any other jurisdiction is not affected. This clause has no
effect if the severance alters the basic nature of this Agreement or is
contrary to public policy.


 


14        Variation
and Waiver


 


14.1      A provision of this Agreement or a right created under it may not be
waived or varied except in writing, signed by each of the parties or their
authorised representatives


 


15        Inconsistent
Agreements


 


15.1      If a provision of this Agreement is inconsistent with a provision of
any other agreement between the parties to this Agreement the provisions of this
Agreement prevail.


 


16        Counterparts


 


16.1      This Agreement may be executed in counterparts.  All executed counterparts constitute one
document.


 


EXECUTED as
an agreement


 





















 


Execution Page


 


 


	
  Signed for and on behalf of

  	
   

  	
  }

  
	
  National Australia Bank Limited

  	
   

  	
  }

  
	
  this 11
  October 2004

  	
   

  	
  }

  	
  [Original signed]

  
	
  in the
  presence of:

  	
   

  	
  }

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Original signed]

  	
   

  	
   

  
	
  Signature of
  Witness

  	
   

  	
  Signature of
  authorised representative

  
	
   

  	
   

  	
   

  
	
  JIM YOUNG

  	
   

  	
  Executive
  General Manager, People & Culture

  
	
  Name of
  witness

  	
   

  	
  Office held

  
	
   

  	
   

  	
   

  
	
  Level 27,
  500 BOURKE ST MELBOURNE 3000

  	
   

  	
   

  
	
  Address of
  witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OFFICER

  	
   

  	
   

  
	
  Occupation
  of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed by the said

  	
   

  	
  }

  
	
  Michael Laing

  	
   

  	
  }

  
	
  this 11
  October 2004

  	
   

  	
  }

  
	
  in the
  presence of:

  	
   

  	
  }

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Original signed]

  	
   

  	
  [Original signed]

  
	
  Signature of
  Witness

  	
   

  	
  Signature of
  Michael Laing

  
	
   

  	
   

  	
   

  
	
  R.A.WARBURTON

  	
   

  	
   

  
	
  Name of
  witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  20 Munro St
  Armadale 3143

  	
   

  	
   

  
	
  Address of
  witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  House wife

  	
   

  	
   

  
	
  Occupation
  of witness

  	
   

  	
   

  



 





















 


Appendix
1


 


DEED
OF INDEMNITY


 


THIS Deed is
made the day of 11 October 2004


 


	
  MADE BY

  	
   

  	
  NATIONAL
  AUSTRALIA BANK LIMITED (ABN 12 004 044
  937) (“Bank”) in favour of Michael Laing HIS
  EXECUTORS, ADMINISTRATORS AND ESTATE (“Officer”)

  



 


RECITALS


 


A                             Officer
has been employed by the Bank as Group Executive General Manager and has been a
director of related bodies corporate of the Bank pursuant to such employment.


 


B                             The Bank
and Officer have agreed that the Officer’s employment with the Bank will
terminate effective from 30 September 2004.


 


C                             Article 21 of the Bank’s Constitution (a copy of which is annexed
hereto as Annexure A) provides, inter alia, that in circumstances referred to
therein, a person who has been an officer of the Bank (which includes a
director of related bodies corporate) is entitled to be indemnified out of the
property of the Bank against certain liabilities referred to in the Article.


 


OPERATIVE PROVISIONS


 


1                              The Bank agrees that the Officer may enforce the provisions of
Article 21 of the Bank’s Constitution as such provisions exist at the date
hereof in respect of any liability incurred by, or claim against, the Officer
in relation to the Officer’s employment or directorship of any related body
corporate of the Bank as if the provisions of Article 21 of the Bank’s
Constitution were a contract under seal between the Officer and the Bank.


 


2                              In the event that any term or effect of this Deed shall be or become
illegal, this Deed shall be read down and construed so far as may be necessary
to avoid such illegality thereto but subject thereto shall be given full
effect.


 


3                              In the event a claim is made against the Officer he shall have
access to such Bank records as are relevant and reasonably necessary to
properly defend himself.  The Bank agrees
that it will make available such other resources as may be agreed to enable the
Officer to conduct his defence.


 





















 


Executed and
delivered as a Deed Poll in Melbourne the day and year first above written.


 


 


	
  THE
  COMMON SEAL of NATIONAL

  	
  )

  	
   

  
	
  AUSTRALIA
  BANK LIMITED was

  	
  )

  	
   

  
	
  hereunto
  affixed in accordance with its

  	
  )

  	
   

  
	
  Constitution

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of
  Authorised Person

  	
   

  	
  Signature of
  Authorised Person

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Office Held

  	
   

  	
  Office Held

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of
  Authorised Person

  	
   

  	
  Name of
  Authorised Person

  



 





















 


ANNEXURE A


 


Indemnity and Insurance


 


Indemnity


 


21.1         Every person who is or has been an officer is
entitled to be indemnified out of the property of the Company to the relevant
extent against:


 


(a)           every liability incurred by the person in the capacity as an officer
(except a liability for legal costs); and


 


(b)           all legal costs incurred in defending or resisting (or otherwise in
connection with) proceedings, whether civil, criminal or of an administrative
or investigatory nature, in which the officer becomes involved in that capacity


 


unless:


 


(c)           the Company is forbidden by statute to indemnify the person against
the liability or legal costs: or


 


(d)           an indemnity by the Company of the person against the liability or
legal costs would, if given, be made void by statute.


 


Insurance


21.2         The Company may pay or agree to pay, whether directly or through an
interposed entity, a premium for a contract insuring a person who is or has
been an officer against liability incurred by the person in the capacity as an
officer, including a liability for legal costs, unless:


 


(a)           the Company is forbidden by statute to pay or agree to pay the
premium; or


 


(b)           the contract would, if the Company paid the premium, be made void by
statute.


 


Contract


21.3         The Company may enter into a contract with an officer or former
officer to give:


 


(a)           effect to the rights of the officer or former officer conferred by
this Article 21; and


 





















 


(b)           an officer or former officer access to papers, including those
documents provided from or on behalf of the Company or a related body corporate
of the Company to the officer during their appointment and those documents
which were referred to in such documents or were made available to the officer
for the purposes of carrying out their duties as an officer.


 


No Limit


21.4         This Article 21 does not limit any right the officer otherwise has.


 


Interpretation


 


21.5         In this Article 21:


 


(a)           “officer” means a director, secretary or executive officer of the
Company or of a related body corporate of the Company; and


 


(b)           “to the relevant extent” means to the extent and for the amount that
the officer is not otherwise entitled to be indemnified and is not actually
indemnified.”