EXHIBIT
4.3


 


Executive employment agreement
– Mr John M Stewart (as Managing Director and


Chief Executive Officer,
National Australia Group Europe Limited)


 





















 


WITHOUT PREJUDICE


 


SUBJECT TO CONTRACT


 


THIS AGREEMENT is made


 


BETWEEN:


 


NATIONAL AUSTRALIA GROUP EUROPE LIMITED  whose registered office is situated at 88 Wood Street,
London EC2V 7QQ (“the Company”);


 


and


 


JOHN STEWART of
Westdown Farm, Shipley Hills Road, Meopham, Kent DA13 0JP (the “Executive”)


 


IT IS AGREED as follows:


 


1              APPOINTMENT


 


1.1           The
Company shall employ the Executive and the Executive shall serve the Company as
Managing Director and Chief Executive Officer (“CEO”)
National Australia Group Europe, and Executive Director National Australia Bank
Principal Board (the “Position”) on and subject to the terms of this
Agreement.


 


2              COMMENCEMENT AND
EMPLOYMENT


 


2.1           Subject
to Clauses 2.2, 2.3 and 14, the Employment shall commence no later than 1
September 2003.  The Employment shall
continue for an initial three year term and shall continue thereafter on a
rolling annual basis, unless otherwise expressly agreed in writing between the
Executive and the Company.


 


2.2           The
Employment may be terminated at any time by 12 calendar months’ written notice
of termination from the Company to the Executive or by 3 calendar months’
written notice of termination from the Executive to the Company.


 


2.3           Notwithstanding
the terms of Clause 2.1 and 2.2, the Employment shall automatically terminate
when the Executive reaches age 60.


 


2.4           The
Executive’s period of continuous employment will begin on the Commencement
Date. No previous employment with any other employer shall be treated as
continuous with the Employment.


 





















 


3              DUTIES


 


3.1           The
Executive shall be employed in the Position in which capacity he shall devote all
his time, attention and skill to his duties hereunder and shall faithfully and
diligently perform such duties and exercise such powers consistent therewith as
may from time to time be assigned to or vested in him by the Company.


 


3.2           The
Company reserves the right to assign to the Executive duties of a different
nature either additional to or instead of those referred to in Clause 3.1
above, it being understood that he will not be assigned duties which he cannot
reasonably perform or which would involve a reduction in status.


 


3.3           The
Executive shall obey the reasonable and lawful orders of the Company, given by
or with the authority of the Company, and shall comply with all the Company’s
rules, regulations, policies and procedures from time to time in force.


 


3.4           The
Executive may be required in pursuance of his duties to perform services not
only for the Company but also for any Group Company and, without further
remuneration (except as otherwise agreed), to accept any such office or
position in any Group Company which is consistent with his position with the
Company, as the Company may from time to time reasonably require. The Company
may at its reasonable discretion assign the Executive’s employment to any Group
Company on the same terms and conditions as set out herein.


 


3.5           The
Executive shall keep the Company Board and the Principal Board promptly and
fully informed (in writing if so requested) of his conduct of the business of
the Company and any Group Company and provide such explanations in connection
therewith as the Board may require.


 


3.6           The
Executive’s normal working hours shall be 9.00am to 5.00pm Monday to Friday,
and such additional hours (without further remuneration) as are necessary for
the proper performance of his duties of employment (including any such hours
which exceed the maximum weekly working time limit of 48 hours imposed by the
Working Time Regulations 1998 or any re-enactment thereof).


 


4              EXCLUSIVITY
OF SERVICE


 


4.1           The
Executive shall not (without the prior written consent of the Company) during
the Employment directly or indirectly be interested in, engage in, be concerned
with, or provide services to, any other person, company, business entity or
other organisation whatsoever (whether as an employee, officer, director, agent,
partner, consultant or otherwise) PROVIDED THAT the Executive may hold up to 5%
of any securities in a company which is quoted on any recognised Stock
Exchange.


 





















 


4.2           Subject
to any written regulations issued by the Company which may be applicable to the
Employment and/or to the Position, neither the Executive nor his Immediate
Relatives shall be entitled or permitted to receive or obtain directly or
indirectly any discount, rebate, commission or other benefit in respect of any
business transacted (whether or not by the Executive) by or on behalf of the
Company or any Group Company.  If the
Executive, his Immediate Relatives or any company or business entity in which
the Executive is interested, shall directly or indirectly obtain any such
discount, rebate, commission or other benefit he shall forthwith account to the
Company or Group Company for the amount received or value of the benefit so
obtained.


 


4.3           The
Executive confirms that he has disclosed fully to the Company all circumstances
in respect of which there is, or there might be, a conflict of interest between
the Company or any Group Company, and the Executive or his Immediate Relatives,
and he agrees to disclose fully to the Company any such circumstances which may
arise during the Employment.


 


5              REMUNERATION


 


5.1           The
Company shall pay to the Executive a fixed remuneration of £485,000 per
annum (“Basic Salary”), payable monthly in arrears by equal
instalments. The Executive’s Basic Salary will be reviewed on 1st January each
year and the first review will be 1st January
2004. There is no obligation on the part of the Company to increase
the Basic Salary on any review but it shall not be decreased. The Executive is
eligible to receive various benefits in addition to Basic Salary in accordance
with Clause 8 and with relevant Company policies and practices.


 


5.2           The
Executive shall also be eligible to participate in the Company’s Economic Value
Added (EVA) Incentive Plan (“the Incentive Plan”), as outlined in Schedule 1.
The annual target incentive opportunity (and the basis for its calculation)
will be determined in each plan year in accordance with the rules of the
Incentive Plan and Company practice. For the 2002/2003 Plan year, (ending 30
September 2003) the target incentive opportunity will be 100% of the
Executive’s Basic Salary prorated in respect of the period from the
Commencement Date to 30 September 2003. The 2002/2003 payment will be adjusted
under the rules of the Incentive Plan to reflect both global Group Company
performance, and individual performance (including objectives focussed on UK
business performance). Further details regarding the Incentive Plan are
available on request.


 


6              EXPENSES


 


The Company shall reimburse to the Executive (subject to production by
the Executive of such receipts or other satisfactory evidence as the Company
may require) all reasonable business expenses properly incurred and defrayed by
him in the course of the Employment.


 





















 


7              DEDUCTIONS


 


The Company shall be entitled at any time during the Employment, and/or
on termination (howsoever arising), to deduct from the Executive’s remuneration
in terms of this Agreement any monies due from him to the Company or any Group
Company including but not limited to any overpayments, outstanding loans,
advances, relocation expenses, holidays taken in excess of accrued entitlement
and any other monies owed by him to the Company or any Group Company.


 


8              BENEFITS


 


8.1           In
addition to Basic Salary,  the Executive
will be entitled to the benefits as outlined in Schedule 2.


 


8.2           The
Executive will be eligible to participate in the National Australia Bank
Executive Share Option Plan No.2 (“the Option Plan”) and the National Australia
Bank Performance Rights Plan (“the Performance Rights Plan”) in accordance with
the rules of the Option Plan and the Performance Rights Plan as applicable from
time to time. Subject to any legal or regulatory requirements, including under
relevant stock exchange listing rules, the Company will, in March 2003, procure
that National Australia Bank Limited offers the Executive the right to be
granted 125,000 options under the terms of the
Option Plan rules and the right
to obtain 31,250 performance rights under the
terms of the Performance Rights Plan rules.


 


The Executive may be invited to participate in the Option Plan and the
Performance Rights Plan in other years, although participation in the Option
Plan and the Performance Rights Plan is entirely at the discretion of the
Company.


 


These Option Plan rules and the Performance Rights Plan rules will be
provided to the Executive upon commencement of Employment.


 


9              PLACE OF WORK


 


9.1           The
Executive’s normal place of work shall be at the Company’s London head office.


 


9.2           In
the performance of his duties hereunder, the Executive will be required to
travel and work both throughout and outside the United Kingdom and in
particular he will be required to travel to and work in Australia in the course
of his employment. The Executive may be required to work overseas for periods
in excess of one month at any one time.


 


10           SICKNESS
BENEFITS


 


10.1         The
Company reserves the right to require the Executive to undergo, at the Company’s
expense, a medical examination by a doctor or consultant nominated by it.


 





















 


10.2         If
the Executive is absent from work due to sickness or injury he shall:


 


(a)           immediately
inform the Company of his sickness or injury;


 


(b)           in
respect of a consecutive period of absence lasting less than 8 days (including
weekends), send to the Company a self-certification form in a format stipulated
by the Company; and


 


(c)           in
respect of any absence exceeding 7 consecutive days (including weekends), send
to the Company a medical certificate signed by a doctor covering the whole
period of absence.


 


10.3         Subject
to the Executive complying with the terms of Clause 10.2, the Company will
continue to pay full Basic Salary during any period of absence due to sickness
or injury for up to a maximum period of 90 days and thereafter a sum equivalent
to 50% of  Basic Salary during any further period
of absence due to  sickness or injury for up to a
maximum period of a further 90 days (both periods in a single period of one
year), unless the Employment is terminated in terms of  Clauses
2.2, 2.3 or 14.


 


10.4         Payment of Basic Salary
in terms of Clause 10.3 shall be made less:


 


(a)           an
amount equivalent to any Statutory Sick Pay, and any other benefits under any
relevant legislation, received by the Executive; and


 


(b)           any
sums which may be received by the Executive under any permanent health or other
insurance policy effected by the Company or otherwise under the terms of this
Agreement.


 


10.5         Once
the Executive has received sick pay under Clause 10.3,  the
Executive shall have no  right to  any benefit or emolument from the Company during any
further period of sickness absence except any remaining entitlement to  Statutory Sick Pay and to any permanent health insurance
benefit.


 


10.6         Where
any payments are made to the Executive under any permanent health insurance
scheme or arrangement all other benefits provided to or in respect of the Executive
by the Company will cease immediately (if they have not done so already) except
those benefits for which the Company received reimbursement in full of the
total cost to it of the benefit, from the insurer under the appropriate scheme
or arrangement.


 





















 


11             HOLIDAYS


 


11.1         The
Executive shall be entitled to receive his Basic Salary and contractual
benefits in terms of this Agreement for  all Bank and
Public holidays applicable to employees in the United Kingdom, as detailed in
the NAG Employee Handbook.  He will also
be entitled to Basic Salary and such contractual benefits for 30 working days’
holiday in each holiday year (the period from 1 March to end February). The
Executive may only take his holiday at suitable and convenient times to the
Company.


 


11.2         The
Executive’s entitlement to  holiday during
the first and last years of the Employment shall accrue on a pro rata basis for
each complete month of service in the holiday year.


 


11.3         The
Company shall, upon termination of the Employment, make payment in lieu of any
outstanding holiday which has accrued but has not been taken by the
Executive.  The Executive will be
required to make a payment to the Company in lieu of any holiday taken in
excess of the Executive’s accrued holiday entitlement at the date of
termination of Employment.  Any sums due
may be deducted from any money owing to the Executive.


 


11.4         The
Executive may, with the consent of the Company, carry forward a maximum of 10
days’ holiday from one holiday year to the next.  Subject to this, holiday entitlement for one
holiday year cannot be taken in subsequent holiday years and failure to  take holiday entitlement in the appropriate holiday year
will lead to forfeiture of any accrued holiday not  taken,
without any right to payment in lieu thereof.


 


12             PENSION


 


12.1         The Company shall pay
annual contributions to a personal pension scheme nominated by the Executive
and approved under Chapter IV of Part XIV of the Income and Corporation Taxes
Act 1998 (the “Scheme”). The Executive shall provide to the Company such
particulars of the Scheme which is to apply for the purposes of this clause and
such other information in relation to the Scheme as the Company may reasonably
require from time to time. The contribution shall be paid to the Scheme on or
about the anniversary of the actual commencement date in each year of
employment and in respect of part years of employment the Executive shall be
entitled to a pro rata contribution.


 


The Company’s contributions, subject to the following paragraph, will
be an amount equal to 25% of the Executive’s basic salary. However, this is
subject to any Inland Revenue restrictions from time to time in force on the
amount that may be contributed without tax being charged or other adverse tax
consequences. Inland Revenue restrictions currently specify a maximum annual
contribution as a percentage of the Executive’s relevant earnings in respect of
the appropriate year of assessment (having regard to any contributions to the
scheme or to any other arrangement paid by the Executive) (as mentioned in
section 640 of the Income and Corporation Taxes Act 1988), and an earnings cap
applied as at the date of payment of the contribution (pursuant to section 640A
of the Income and Corporation Taxes Act 1988).


 





















 


If the amount that can be contributed to the Scheme in accordance with
Inland Revenue restrictions (the “Approved Contribution”) is less than 25% of
the Executive’s basic salary in any appropriate year of assessment (“the Total
Contribution”), the Company shall pay a sum equal to the difference between the
Total Contribution and the Approved Contribution by way of an additional
payment of annual salary in any appropriate year of assessment. The Company
shall not be liable for any tax liability incurred by the Executive in respect
of such payments.


 


12.2         A
contracting-out certificate under the Pension Schemes Act 1993 is not in force
in respect of the Employment.


 


13           CONFIDENTIALITY


 


13.1         The
Executive shall neither during the Employment nor at any time after the
termination thereof (howsoever arising) directly or indirectly: -


 


(a)           use
for his own purposes or those of any other person, company, business entity or
other organisation whatsoever; or


 


(b)           disclose to any person,
company, business entity or other organisation whatsoever; or


 


(c)           through
any failure to exercise due care and diligence, cause any unauthorised
disclosure of,


 


any trade secrets or Confidential Information relating or belonging to
the Company or any Group Company.


 


13.2         “Confidential Information” means details of suppliers and
their terms of business, details of customers and their requirements, the
prices charged to and terms of business with customers, marketing plans and
sales forecasts, financial information, results and forecasts (save to the
extent that these are included in published audited accounts), any proposals
relating to the acquisition or disposal of a company or business or any part
thereof or to any proposed expansion or contraction of activities, details of
employees and officers and of the remuneration and other benefits paid to them,
information relating to research activities and product lines, any information
held on computer, any document marked confidential, any information which the
Executive is told is confidential and any information which has been given to
the Company or any Group Company in confidence by customers, suppliers or other
persons.


 





















 


13.3         Nothing in Clause 13.1
above shall prevent the Executive from:-


 


(a)           using
his own personal skills and expertise after the termination of his employment
with the Company;


 


(b)           using
or disclosing such information for the proper performance of his duties or as
authorised by the Company;


 


(c)           making
a protected disclosure under the Public Interest Disclosure Act 1998; or


 


(d)           disclosing such
information if required to do so by a Court or similar authority.


 


13.4         The
obligations contained in Clause 13.1 above shall continue to apply without
limitation of time following the termination of the Employment, howsoever
arising, but they shall cease to apply to any information or knowledge which
may subsequently come into the public domain other than by way of unauthorised
disclosure by the Executive.


 


14           TERMINATION


 


14.1         Notwithstanding
Clause 2 above, the Company may terminate the Employment with immediate effect
and without any payment in lieu of notice if the Executive is guilty of gross
misconduct (including, but not limited to, conduct identified in the NAG
Employee Handbook as constituting gross misconduct) or gross incompetence
(justifying summary dismissal at common law) or wilful neglect of duty or, if
he commits any other serious breach of this Agreement; or


 


(a)           acts
in any manner (whether in the course of performing his duties or otherwise)
which is likely to bring the Executive, the Company or any Group Company into
disrepute; or


 


(b)           is convicted of an
indictable criminal offence; or


 


(c)           becomes
bankrupt, applies for or has made against him a receiving order, or makes any
composition with his creditors ; or


 


(d)           resigns
as a director of the Company or any Group Company (without the Company’s
written consent); or


 


(e)           is
guilty of continuing misconduct or material breach of the terms of this
Agreement, after having received a written warning from the Company relating to
the same; or


 


(f)            is
disqualified from being a director by reason of any order made under the
Company Directors Disqualification Act 1986 or any other enactment; or


 





















 


(g)           is
guilty of any breach or non-observance of any code of conduct, rule or
regulation referred to in Clause 19; or


 


(h)           fails
to comply with the requirements referred to in Clause 20.1 or ceases to be
assessed as competent as referred to in Clause 20.2.


 


The above grounds are given by way of illustration only and are not an
exhaustive list of reasons for summary dismissal.  Any delay by the Company in exercising such
right of termination shall not constitute a waiver thereof.


 


14.2         Notwithstanding
Clauses 2.1 and 2.2, the Company may terminate the Employment by giving, in
writing, not less than statutory notice, if the Executive has been prevented by
reason of ill health, injury or some other reason beyond his control, from
performing his duties under this Agreement for a period or periods aggregating
at least 180 days in the preceding period of twelve consecutive months save
that, if it is a condition of eligibility for payments under the permanent
health scheme which the Company maintains and in which the Executive
participates from time to time in terms of Schedule 2, that the Executive is an
employee of the Company, the Company shall not terminate the Employment by
reason of ill health, injury or incapacity, where to do so would jeopardise the
Executive’s expectation of receipt of any payment or benefit under such
permanent health insurance scheme. 
Nothing in this Clause 14.2 shall affect the Company’s ability to
terminate the Employment for a reason other than ill health, injury or
incapacity, (including termination in terms of Clause 14.1 or in the event of
redundancy of the Executive) or the automatic termination of the Employment in
terms of Clause 2.3.


 


14.3         On
the termination of the Employment, howsoever arising, the Executive shall
forthwith return to the Company in accordance with its instructions all
correspondence, records, specifications, software, models, notes, reports and
other documents and any copies thereof and any other property belonging to the
Company or any Group Company or any of its or their clients (including but not
limited to the Company’s car, keys, credit cards, passes) which are in his
possession or under his control.


 


14.4         The Company shall be
entitled at its sole discretion:


 


(a)           to
terminate the employment immediately either instead of or at any time after
notice of termination has been given (by either the Company or the Executive)
and pay the Executive in lieu of Basic Salary and of contractual benefits in
terms of this Agreement only (but excluding any bonus or incentive) to which
the Executive would have been entitled during any notice period outstanding on
the last day of Employment (provided, for the avoidance of doubt, that the
right of the Company to make a payment in lieu of notice, does not give rise to
any right of the Executive to receive such a payment); or


 





















 


(b)           to
require the Executive not to attend at work and/or not to undertake any work or
duties and/or to carry out different duties commensurate with his status during
any period of notice (whether given by the Executive or the Company).  For the avoidance of doubt during any period
during which the Executive is so required not to attend at work and/or not to
undertake any work or duties and/or to carry out such different duties;


 


(i)            the
Executive may be required to refrain from contacting any employee or client of
the Company or Group Company and will not be permitted to work either on his
own or for any other person or business; and


 


(ii)           the
Executive shall continue to receive his Basic Salary and contractual benefits
in terms of this Agreement (but excluding any bonus or incentive).


 


14.5         The
termination of the Employment shall be without prejudice to any right the
Company may have in respect of any breach by the Executive of any of the
provisions of this Agreement which may have occurred prior to such termination.


 


15           RESTRICTIONS
AFTER TERMINATION


 


15.1         Definitions


 


Since the Executive is likely to have access to Confidential
Information in the course of the Employment and to gain personal knowledge of
and influence over suppliers, customers, clients and employees of the Company
and Group Companies, the Executive hereby agrees with the Company that in
addition to the other terms of this Agreement and without prejudice to the
other restrictions imposed upon his by law, he will be bound by the covenants
and undertakings contained in Clauses 15.2 to 15.5. In this Clause 15, unless
the context otherwise requires:


 


“Confidential Information”
is as defined in Clause 13.2;


 


“Critical Employee”
means any person who was a director or employee of the Company at any time
within the Relevant Period who by reason of his position as director or
employee and in particular his seniority and expertise or knowledge of
Confidential Information or knowledge of or influence over the clients,
customers or contacts of the Company would be likely to cause damage to the
Company if he were to leave the employment of the Company and become employed
by a competitor of the Company;


 


“Customer” means any
person to which the Company distributed, sold or supplied Restricted Goods or
Restricted Services during the Relevant Period and with which, during that
period either the Executive, or any employee under the direct or indirect
supervision of the Executive, had material dealings in the course of employment
with the Company, but always excluding therefrom, any division, segment, branch
or office of such person with which the Executive and/or any such employee had
no dealings during that period;


 





















 


“Prospective Customer”
means any person with which the Company had discussions during the Relevant
Period regarding the possible distribution, sale or supply of Restricted Goods
or Restricted Services and with which during such period the Executive, or any
employee who was under the direct or indirect supervision of the Executive, had
material dealings in the course of employment by the Company, but always
excluding therefrom any segment, division, branch or office of that person with
which the Executive and/or any such employee had no dealings during that
period;


 


“Relevant Period”
means the period of one year immediately preceding the Termination Date;


 


“Restricted Goods”
means any products by the Company and with which the duties of the Executive
were materially concerned or for which he was responsible during the Relevant
Period, and/or any products of the same type or materially similar to those
products;


 


“Restricted Period”
means the period of 6 months commencing on the Termination Date;


 


“Restricted Services”
means any services (including but not limited to technical and product support,
technical advice and customer services) supplied by the Company and with which
the duties of the Executive were materially concerned or for which he was
responsible during the Relevant Period, or any services of the same type or
materially similar to those services;


 


“Supplier” means any
supplier, agent, distributor or other person who, during the Relevant Period
was in the habit of dealing with the Company and with which, during that
period, the Executive, or any employee under the direct or indirect supervision
of the Executive, had material dealings in the course of employment with the
Company; and


 


“Termination Date”
means the date upon which the Employment terminates.


 


15.2         Restrictive
covenants


 


The Executive confirms that, neither during the Employment nor during
the Restricted Period, without the prior written consent of the Company,
whether by himself, through his employees or agents or otherwise and whether on
his own behalf or on behalf of any person, directly or indirectly, he will
not:-


 


(a)           so
as to compete with the Company solicit business from or canvas any Customer or
Prospective Customer in respect of Restricted Goods or Restricted Services;


 


(b)           so
as to compete with the Company accept orders from, act for or have any business
dealings with, any Customer or Prospective Customer in respect of Restricted
Goods or Restricted Services;


 





















 


(c)           solicit
or induce or endeavour to solicit or induce any person who, on the Termination
Date, was a Critical Employee (and with whom the Executive had material
personal dealings during the Relevant Period) to cease working for or providing
services to the Company, whether or not any such person would thereby commit a
breach of contract;


 


(d)           employ
or otherwise engage any Critical Employee in the business of researching into,
developing, manufacturing, distributing, selling, supplying or otherwise
dealing with Restricted Goods or Restricted Services if that business is, or
seeks to be, in competition with the Company; or


 


(e)           solicit
or induce or endeavour to solicit or induce any Supplier to cease to deal with
the Company and shall not interfere in any way with any relationship between a
Supplier and the Company.


 


15.3         Application
of restrictive covenants to other Group Companies


 


Clause 15.2 shall also apply as though references to the “Company” include references to each Group Company in
relation to which the Executive has in the course of the Employment or by
reason of rendering services to or holding office in such Group Company:-


 


(a)           acquired
knowledge of its trade secrets or Confidential Information; or


 


(b)           had
personal dealings with its Customers or Prospective Customers; or


 


(c)           supervised directly or
indirectly employees having personal dealings with its Customers or Prospective
Customers,


 


but so that references in Clause 15.1 to the “Company” shall for this purpose
be deemed to be references to the relevant Group Company. The obligations
undertaken by the Executive pursuant to this Clause 15.3 shall, with respect to
each Group Company, constitute a separate and distinct covenant and the
invalidity or unenforceability of any such covenant shall not affect the
validity or enforceability of the covenants in favour of any other Group
Company.


 


15.4         Effect of
suspension on Restricted Period


 


If the Company exercises its right to suspend the Executive’s duties
and powers under Clause 14.4 after notice of termination of the Employment has
been given, the aggregate of the period of the suspension and the period after
the Termination Date for which the covenants in this Clause 15 shall apply
shall not exceed 6 months and if the aggregate of the two periods would exceed
6 months, the period after the Termination Date for which the covenants in this
Clause 15 shall apply shall be reduced accordingly.


 





















 


15.5         Further
undertakings


 


The Executive hereby undertakes with the Company that he will not,
without the consent of the Company (not to be unreasonably withheld or
delayed), at any time:-


 


(a)           during
the Employment or after the Termination Date engage in any trade or business or
be associated with any person engaged in any trade or business using the names
or incorporating the words National Australia Group /Clydesdale Bank /Yorkshire
Bank /Northern Bank /National Irish Bank; or


 


(b)           after
the Termination Date represent or otherwise indicate any association or
connection with the Company or any Group Company or for the purpose of carrying
on or retaining any business represent or otherwise indicate any past
association with the Company or any Group Company.


 


15.6         Severability


 


The restrictions in this Clause 15, the terms of which have been fully
explained to the Executive, as the Executive hereby acknowledges, are separate
and severable restrictions and are considered by the parties to be reasonable
in all the circumstances. It is agreed that if any such restrictions, by themselves,
or taken together, shall be adjudged to go beyond what is reasonable in all the
circumstances for the protection of the legitimate interests of the Company or
a Group Company but would be adjudged reasonable if some part of it were
deleted or the length of time or the geographical coverage of the restrictions
reduced, the relevant restriction or restrictions shall apply with such
deletion(s) or reduction(s) as may be necessary to make it or them valid and
enforceable.


 


16           DIRECTORSHIPS


 


16.1         The
Executive shall forthwith resign (without claim for compensation) from all
directorships and other offices he may hold from time to time with the Company
or any Group Company in the event of:-


 


(a)           the termination of his
employment, howsoever arising; or


 


(b)           either
the Company or the Executive serving on the other notice of termination of the
Employment; or


 


(c)           the Company exercising
its rights under Clause 14.4(b) above.


 





















 


16.2         In
the event of the Executive failing to comply with his obligations within Clause
16.1 above, he hereby irrevocably authorises the Company to appoint some person
in his name and on his behalf to sign any documents, and/or do all things
necessary or requisite, to give effect to such resignations as referred to in
Clause 16.1 above.


 


17           DISCIPLINARY
ISSUES


 


If the Executive is dissatisfied with any disciplinary decision or
action against him, he should raise it with the Managing Director and CEO
National Australia Group.


 


18           GRIEVANCE


 


If the Executive has any grievance relating to the Employment, he
should raise it with the Managing Director and CEO National Australia Group.


 


19           COMPLIANCE
WITH MODEL CODE


 


During the Employment the Executive shall comply in all respects with
every rule of law, including without prejudice to the generality, the Model
Code for Securities Transactions by Directors of Listed Companies contained in “The
Listing Rules” issued by authority of the Council of the London Stock Exchange
(the “Model Code”) and any regulations made by the Board from time to time pursuant
to the Model Code for so long as any shares in the capital of the Company are
dealt in on the unlisted securities market or listed on the London Stock
Exchange.


 


20           FSA
COMPETENCE REQUIREMENTS


 


20.1         The
Executive must comply with any regulatory and compliance requirements which
apply to the Position, including (but not limited to):


 


(a)           the
Code of Conduct for Dealings in Investments by Directors and Employees;


 


(b)           the
Code of Conduct for Handling Investment Business for Customers; and


 


(c)           the
Financial Services and Markets Act 2000 (“FSMA”), all applicable secondary
legislation made under the FSMA and all applicable rules, regulations and
guidance of the Financial Services Authority (“FSA”) and any other statutory
body involved in regulation of the activity carried out by the Executive in the
Position or otherwise in the course of the Employment. [Subject to
review in light of specific duties of the Executive.]


 


The Company may take disciplinary action, up to and including
dismissal, if the Executive does not comply with these requirements.


 





















 


20.2         The
Position is subject to statutory regulation by the Financial Services Authority
(“FSA”).  FSA Regulations require that,
in order to perform the Position, the Executive must be assessed as competent
on an ongoing basis, in line with appropriate criteria.  If the Executive fails to meet the
appropriate standard of competence, the Company would be in contravention of
its obligations under the FSA Regulations if it permitted the Executive to
continue to work in the Position.  The
Company will therefore take appropriate action to fulfil its regulatory
obligations, which may result in termination of the Employment.


 


20.3         The
Company shall provide to the Executive all reasonable assistance, training,
support and access to advice (at the cost of the Company) in connection with
statutory regulatory and compliance requirements.


 


21           DATA
PROTECTION


 


The Executive acknowledges and agrees that the Company is permitted to
hold personal information about the Executive as part of its personnel and
other business records and may use such information in the course of the
Company’s or the Group’s business. The Executive agrees that the Company may
disclose such information to third parties in the event that such disclosure is
in the Company’s view required for the proper conduct of the Company’s business
or that of any Group Company. This Clause applies to information held, used or
disclosed in any medium.


 


22           SEVERABILITY


 


The various provisions and sub-provisions of this Agreement are
severable and if any provision or sub-provision or identifiable part thereof is
held to be invalid or unenforceable by any court of competent jurisdiction then
such invalidity or unenforceability shall not affect the validity or
enforceability of the remaining provisions or sub-provisions or identifiable
parts thereof in this Agreement.


 


23           WARRANTY


 


The Executive represents and warrants that he is not a party to any
agreement, arrangement, contract, understanding or otherwise, which would in any
way directly or indirectly restrict or prohibit him from fully undertaking or
performing the duties of the Employment, or any of them, in accordance with the
terms and conditions of this Agreement.


 


24           CONTINUING
PROVISIONS


 


Clauses 13, 14.5, 15, 16, 19 and 21 shall continue following
termination of this Agreement.


 





















 


25           NOTICES


 


Any notice to be given hereunder may be delivered, or be sent by first
class post addressed, if to the Company, to its registered office for the time
being or, if to the Executive, to his address stated in the heading of this
Agreement or otherwise his address last known to the Company. Notices served by
post shall be deemed served on the second business day after the date of
posting. For the purposes of this Clause, “business day” means a day on which
the Company is open for business in the place both of posting and of address of
the notice.


 


26           DEFINITIONS


 


In this Agreement the following words and expressions shall have the
meanings set out below:


 


“the Board” means
the board of Directors for the time being of the Company or any committee duly
appointed by the Board of Directors;


 


“Employment” means
the emp1oyment of the Executive under this Agreement or as the contract
requires, the duration of the employment;


 


“Group” means all of
the Group Companies;


 


“Group Company”
means the Company, or a company which is from time to time its holding company
or subsidiary of the Company or its holding company and “holding company” and “subsidiary”
shall have the meanings ascribed to them under section 736 Companies Act 1985
(as amended);


 


“Immediate Relatives”
shall include husband, wife, common law spouse, partner, children, brothers,
sisters, parents, grandparents, and the aforesaid relatives by marriage;


 


All references in this Agreement to the termination of the Executive’s
employment “howsoever arising” (or such similar expressions) shall be treated
as including but not limited to such termination by the Executive or the
Company (with or without notice), by operation of law, and whether or not such
termination is connected with or results from a repudiatory breach of this
Agreement on the part of the Executive or the Company.


 


All references in this Agreement to Clauses, sub-Clauses and Schedules
are, unless otherwise stated, references to Clauses, sub-Clauses and Schedules
to this Agreement.


 


The headings to the Clauses are for convenience only and shall not
affect the construction or interpretation of this Agreement.


 





















 


27           NAG
EMPLOYEE HANDBOOK


 


The NAG Handbook is not contractual for the purposes of the Executive’s
employment and may be amended from time to time by the Company at its sole
discretion and without giving the Executive prior warning. The NAG Handbook
does not apply to the Position except as expressly provided for in this Agreement
or as the context requires.


 


28           EQUAL
OPPORTUNITIES


 


The Company is committed to a policy of Equal Opportunities. Details of
this Policy together with the Equal Opportunities Complaints Procedure can be
found in the NAG Handbook.


 


29           MISCELLANEOUS


 


29.1         This
Agreement cancels and is in substitution for all previous letters of
engagement, agreements and arrangements (whether oral or in writing) relating
to the subject-matter hereof between the Company and the Executive all of which
shall be deemed to have been terminated by mutual consent. This Agreement
constitutes the entire Agreement between the parties as to the subject-matter
hereof and no waiver or modification hereof shall be valid unless in writing,
signed by the parties and only to the extent therein set forth.


 


30           CONDITIONS
PRECEDENT


 


30.1            This
Agreement and the rights and obligations of the parties hereto are entirely
conditional on satisfaction of the following conditions precedent:


 


30.1.1   the
Executive must be available to start work in the Position not later than 1
September2003, without being subject to any restrictions, in terms of any
contract of employment with any other employer or otherwise, which would
prevent the Executive performing any of the duties of the Position;


 


30.1.2   the
Executive must undergo a medical examination and the medical report provided to
the Company following such medical examination must be satisfactory to the
Company (acting reasonably); and


 


30.1.3   any
approvals, consents and references required by the FSA or any other relevant
regulatory authority in relation to the Position must, as far as reasonably
practicable, be obtained not later than 1 September 2003 and there must be no
regulatory restriction preventing the Executive from performing any of the duties
of the Position by the Commencement Date, provided that the Company shall take
all reasonable steps to obtain such approvals, consents and references by such
date.


 


30.2         In
the event of any of the conditions in Clause 30.1 not being fulfilled by 1 September
2003, all liabilities of the parties under this Agreement shall cease and
neither party shall have any claim.


 





















 


31           GOVERING
LAW


 


This Agreement is governed by and construed in accordance with English
law.


 


AS WITNESS the hands of a duly authorised officer of the Company and of
the Executive the day and year first before written.


 


 


	
  SIGNED by Frank J Cicutto

  	
  )

  	
  [Original Signed]

  
	
  Managing Director & CEO

  	
  )

  	
  14/3/2003

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  For and on behalf of

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  National Australia Group Europe Limited

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by the said  John
  Stewart

  	
  )

  	
  [Original Signed]

  
	
   

  	
  )

  	
  17/3/2003

  



 





















 


SCHEDULE l


 


Annual EVA Incentive 


 


The Executive will be eligible to participate in the Company’s EVA
Incentive Plan (“the Incentive Plan”).


 


The first payment under the Incentive Plan will be prorated in respect
of the period from the Commencement Date to 30 September 2003.


 


The Incentive Plan provides for payments as a percentage of Basic
Salary, and reflects the Economic Value Added performance of the Group and of
business units, as well as individual performance.


 


Payments are made following the end of the financial year to which they
apply, and determination of Group, business unit, and individual performance
for that year. No EVA incentive payment will be payable to the Executive after
the date upon which the Company invokes Clause 14.4 of this agreement.


 





















 


SCHEDULE 2


 


The Executive is entitled to receive the following benefits:


 


Company Car


 


The Executive shall have the use of a company car subject to and in
accordance with the terms of the Company Car Policy, being a vehicle
appropriate for the Executive’s use in performing his duties hereunder. The
Executive shall be entitled to receive a vehicle Commensurate with his status
within the Company.  Alternatively, in
lieu of the provision by the Company of a car, the Executive may elect to
receive an amount equivalent to the monthly lease cost of such a car.


 


National Partnership Share
Plan


 


The Executive will be eligible to join the
Partnership Share Plan provided they are an employee of a participating Company
within the National, have at least 6 months continuous service and are a UK
resident for tax purposes.   Further
details are available in the NAGE Employee Handbook.


 


Medical Cover and Permanent Health Insurance 


 


The Executive and his family shall be entitled to participate in the
Company’s private medical insurance scheme (PPP) and in any permanent health
insurance scheme which the Company maintains from time to time for the benefit
of senior executives, in both cases subject to and in accordance with the rules
of such private medical insurance and permanent health insurance schemes
(together, for the purposes of this paragraph, “the Schemes”). The Company
shall not be obliged to make any payments to the Executive, nor to pursue
payment to the Executive by the providers of the Schemes in which the Executive
participates, where such providers of such Schemes determine that he is not
eligible to receive payment under the Schemes. 
The Company reserves the right, at its sole discretion, to change the
schemes and the level of benefits provided thereunder. Further details are
available from Human Resources Shared Services Administration.


 


Life Insurance 


 


The Executive shall be entitled to participate in a life insurance plan
providing lump sum death in service cover of 4 x Basic Salary up to the level
of the earnings cap`, subject to and in accordance with the rules of the life
insurance plan.  The Company reserves the
right, at its sole discretion, to change the schemes and the level of benefits
provided under such life insurance plan. Further details are available from
Human Resources Shared Services Administration.