EXHIBIT
4.5


 


Employment agreement – Mr
Cameron A Clyne


 





















 


PRIVATE & CONFIDENTIAL


 


5 August 2004


 


Mr Cameron Clyne


15 Govett Street


RANDWICK  NSW  2031


 


Dear Cameron


 


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 (including 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 or understandings
between you and the National and any Related Body Corporate in respect of
employment with the National.


 


1                                          Position
and Duties


 


1.1                                  Your position is Executive
General Manager, Customer Solutions, reporting to me and located, initially, at
105-153 Miller Street, North Sydney. 
Your work location will be reviewed six months after your Commencement
Date, with a view to your relocation to 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 which 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 which 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. 
As stated in sub-paragraph 1.8, you may also be required to provide
services to any Related Body Corporate of the National.


 


3                                          Commencement
Date


 


3.1                                  This employment agreement, and
your obligations under it, will commence on 

9 August 2004 (“Commencement 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 $525,000 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 $482,847 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 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).  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 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 and fund administration. 
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 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 (a) and (b) above, will be paid to you as part of your
cash salary.  This amount is initially
$29,667 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 65 per cent of your TEC, which is, initially, $341,250.  For the period from your Commencement Date to
the end of the National’s 2003/04 financial year (30 September 2004), you
will be eligible for a pro-rated STI reward based on the target annual STI
reward of $341,250.  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.  Within 90 days of
your Commencement Date, you will be granted an LTI reward of 55,000 share
options and 13,750 performance rights, subject to the approval of the National
Board and in accordance with the Rules of the National Australia Bank Executive
Share Option Plan No2 and the National Australia Bank Performance Rights Plan,
as varied from time to time.  The
granting of the options and performance rights will also be subject to your
being employed by the National at the time of grant.  Subsequent 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                                          Annual
Leave


 


6.1                                  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.


 


6.2                                  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.


 





















 


6.3                                  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 TRP at the date of termination of your employment with the National.


 


7                                          Long
Service Leave


 


7.1                                  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.


 


7.2                                  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 TRP at the date of termination of your
employment with the National.


 


8                                          Sick
Leave


 


8.1                                  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.

  



 


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


 


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


 


9                                          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.


 


10                                   Other
Benefits


 


(a)                                   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.


 


(b)                                  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.


 


11                                   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.


 





















 


12                                   Policies


 


12.1                            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.


 


12.2                            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


 


12.3                            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.


 


13                                   Performance
Management Review


 


13.1                            Generally, in the last month
of each financial year of the National, you and your manager, or his/her
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.


 





















 


13.2                            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.


 


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


 


14                                   Conduct


 


14.1                            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.


 


14.2                            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 not have made 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.


 


15                                   Exclusive
Employment


 


15.1                            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;


 


(c)                                   undertake any other business
or profession;


 


(d)                                  assist or have any interest in
any other business or profession.


 


15.2                            Notwithstanding sub-paragraph
15.1, 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.


 


16                                   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 16.


 





















 


17                                   Confidentiality
and Your Obligations


 


17.1                            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.


 


17.2                            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.


 


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


 


17.4                            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 17.5 your obligations under this paragraph 17 cease.


 


17.5                            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.


 


17.6                            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.


 


17.7                            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 which is physically capable of delivery.


 


17.8                            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 17.7, you
must destroy the Confidential Information and certify in writing to the
National that the Confidential Information has been destroyed.


 


17.9                            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.


 


17.10                      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.


 


17.11                      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.


 


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


 


18                                   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 19).


 


19                                   Termination
of Employment


 


Summary Termination


 


19.1                            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 (except for
a traffic offence) which 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


 


19.2                            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.


 


19.3                            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 TRP.


 


Termination by the National by Giving Notice


 


19.4                            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.


 


19.5                            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).


 





















 


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


 


Termination Due to Redundancy


 


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


 


19.8                            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.


 


19.9                            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.


 


19.10                      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 period of the notice
period).


 


19.11                      If the National makes a
payment in lieu of the whole notice period, it will be calculated on the basis
of your TRP.


 


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


 


(a)                                   a termination payment equal to
52 weeks’ TRP; 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


 


19.13                      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.


 


19.14                      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).


 


19.15                      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 TRP.


 


20                                   Entitlements
and Obligations Upon Termination


 


20.1                            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 TRP;


 


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


 


(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.


 


20.2                            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, computers, and disks) in your possession or control.


 


Non-Solicitation Covenant


 


20.3                            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).


 


20.4                            For the purposes of
sub-paragraph 20.3, 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


 


20.5                            You agree that 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 6 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


 


20.6                            Sub-paragraph 20.5 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 20.5 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 20.5 is
severable.  If any such resulting sub-paragraph
(or any word or phrase contained in the commencement of sub-paragraph 20.5) 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


 


20.7                            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


 


20.8                            For the purposes of sub-paragraph
20.5:


 


“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.


 


21                                   Dispute
Resolution


 


21.1                            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.


 


21.2                            Subject to completion of the
process set out in sub-paragraph 21.1, 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).


 


21.3                            For the purposes of an arbitration
under sub-paragraph 21.2, 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 21.1, the President or Acting


 





















 


President of
the Law Institute of Victoria will appoint an arbitrator on application by
either you or the National.


 


22                                   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.


 


23                                   Extent of
Contractual Obligations


 


23.1                            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.


 


23.2                            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 23.1,
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.


 


23.3                            This paragraph 23 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.


 


24                                   Entire
Understanding


 


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


 


24.2                            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.


 





















 


24.3                            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.


 


25                                   Waiver
and Exercise of Rights


 


25.1                            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.


 


25.2                            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.


 


26                                   Severance


 


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


 


26.2                            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.


 


27                                   Governing
Law


 


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


 


28                                   Definitions


 


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


 


29                                   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.


 


30                                   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. Birth Certificate, Certificate of Extract of Birth, passport); and


 


(b)                                  your tax file number.


 





















 


31                                   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.


 


Cameron, 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,                           Cameron
Clyne                               ,
acknowledge that I have read and understood this employment agreement,
including the Schedule, 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:

  	
  6/8/2004

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnessed By:

  	
  [Original
  signed]

  	
   

  
	
   

  	
   

  	
   

  
	
  Full Name of Witness

  	
  Elisha
  Partridge

  	
   

  
	
  (Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of Witness

  	
  35/500
  Bourke St 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 us
which 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.


 


“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 and 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.