EXHIBIT
4.38


 


Expatriate
assignment agreement – Mr Gavin R Slater (as Executive Director, National
Australia Group Europe Limited)


 





















 


	
   

  	
  PEOPLE & CULTURE

  
	
   

  	
  27/500
  Bourke Street

  
	
   

  	
  MELBOURNE
  VIC 3000

  
	
   

  	
   

  
	
   

  	
  Direct
  Telephone:  61 3 8641 3434

  
	
   

  	
  Direct
  Fax:             61
  3 8641 4932

  



 


	
  1
  December 2004

  
	
   

  
	
  Gavin
  Slater

  
	
  Group
  General Manager

  
	
  Level
  36

  
	
  500
  Bourke Street

  
	
  Melbourne
  VIC 3000

  



 


 


Dear
Gavin,


 


I am
pleased to confirm your appointment to the UK as Executive Director National
Australia Group Europe.  During this expatriate assignment you will
remain an employee of the National Australia Group seconded to the National in
the UK.


 


Your
remuneration and other assignment conditions will be determined in accordance
with the Group’s Expatriate Policy.  A
copy of the current policy is attached which may be amended from time to
time.  The policy document is essential
reading for you and your family to enable you to become familiar with the
remuneration and benefits that will apply to your expatriate appointment, as well
as the relocation procedures that will be required.


 


Term of Appointment


Your
overseas assignment is expected to commence on the 1st of January
2004 for an initial period of 2 years; with the potential to extend.  However, the Group reserves the right to
amend the term at any time and for any reason.


 


Pre-Employment
Screening


This offer and the commencement of your employment are subject to the
Bank receiving verification of background information entailing investigative
and consumer reports (including financial probity) and references from
employers, academic and professional bodies.


 


In particular, without limitation, if the references received from them
are incomplete and/or lead us not to regard you as likely to obtain FSA
approval for the role offered, then we may discontinue your application or
terminate your employment.  Similarly if
any information provided to us by you in connection with your employment and
our application for FSA approval for you is false, misleading or incomplete,
the same applies.


 


A
summary of the terms and conditions specific to your assignment is attached at
the end of this letter and should be referred to in conjunction with the
following:


 


REMUNERATION AND BENEFITS


 


Fixed Remuneration


A
separate international pay structure operates for expatriates and is called
Expatriate Net Pay (ENP).  An ENP
worksheet is enclosed, and a detailed explanation of the methodology is
included in the attachment.  The ENP is
calculated from your current home country total remuneration.


 


1





















 


Superannuation/Pension


You
will remain a member of your home country superannuation/pension fund.  The home country will continue to make
appropriate company contributions during your overseas assignment.


 


Retention Shares


In
November 2004 you were issued with the second tranche of your Retention Award
(1779 shares).  The final tranche (of
2965 shares), will be issued upon the satisfactory re-opening of the FX Desk as
determined by the CEO.


 


Performance Incentive


Performance
incentive will be determined on achievement against objectives agreed with your
Host Country Manager.  Bonus will be paid
or provided for in the home country and tax equalised.  Should you have been working in the home
country for a proportion of the bonus period, this performance will also be
taken into consideration.  Your
short-term incentive opportunity will be 55% of your TEC, that is $247,500.


 


Options/Share Schemes


Consideration
will be in accordance with the eligibility criteria of each home country plan
(as applicable).


 


Annual Leave


Expatriate
annual leave entitlement of twenty (20) working days per annum will apply.


 


Home Leave


One
(1) home leave benefit will accrue after each completed year of expatriate
service.  This benefit is provided at
business class travel.


 


Health Insurance


The
National Group’s global provider Marsh Pty Ltd will provide Health Insurance.


 


Housing, Furniture and Utilities


Housing
and furnishings will be provided rent free with the allowances benchmarked in
terms of the Group Expatriate Policy. 
You will however be responsible for all utilities (gas, electricity,
etc.) although initial connection fees are reimbursable.  This amount may be varied subject to CEO
Europe approval.


 


Partner Vocational Assistance


Partner
vocational assistance will be provided in line with the Group Expatriate
Policy.


 


Education
Assistance


Education
assistance will be provided towards the cost of dependant children’s education
in line with the Group Expatriate Policy.


 


Motor Vehicle


A
motor vehicle will be provided for your personal use, benchmarked in terms of
the Group Expatriate Policy.


 


Tax Return Preparation


Ernst
& Young will prepare your home country and host country income tax return
for each year of expatriate assignment, including year of repatriation to home
country.


 


Transfer Allowance


A
Transfer Allowance of net AUD 6,000 will be paid prior to your departure from
Australia.  This amount is to be grossed
up for Australian tax purposes.  This
allowance will again be payable upon repatriation.  This is to cover costs associated with your
transfer excluding those costs outlined in the Transfer Arrangements below.


 


PRE-DEPARTURE TRANSFER ARRANGEMENTS


 


An
International Assignment Consultant (IAC) from Cendant Mobility, our global
provider of relocation services will shortly contact you.  Your IAC will guide you and your family through the entire moving process and
assist you on your arrival in the UK. 
You will have 24-hour access to the details and the progress of your
move through Cendant’s website.  Access
and password details will be advised by your IAC.


 


2





















 


Visa Status


Your
visa status in the UK will be work permit or Right of Residency.  If you have Right of Residency, no visa/work
permit is required.  Where this does not
exist the National Group will sponsor you for a temporary work permit.  However you and your expatriate assignment
role must meet specific immigration/visa requirements of the host country
before a visa application is lodged.  You
will be provided with a Work Permit Data Sheet and instructions for
completion.  The immigration consultant
in the UK will be Denise Reid.


 


Health Assessment


You
and your family are required to
participate in the Group Expatriate Health Assessment Program prior to your
departure for the UK.  Details and forms are available
through the Cendant website.  It is
advisable to have these assessments carried out quickly, as you will be unable
to commence your assignment until they have been completed.  This will also be required upon repatriation.


 


Taxation Briefing


It
is essential that you have a comprehensive understanding of the tax
implications of your overseas assignment. 
Therefore we suggest that you meet with Ernst & Young to discuss
your tax position as soon as possible. 
Ernst & Young contact details for home and host countries can be
found on the Cendant Mobility website.


 


Cross-Cultural Briefing


Prior
to moving to life and work in the UK we offer you and your family the
opportunity to attend a briefing on the cultural differences between Australia
and the UK.  This will also provide
useful on-ground information and we suggest you undertake this early in the
pre-departure process.  Your IAC from
Cendant Mobility will arrange this for you.


 


Shipping and Storage


Cendant
will arrange for a quote to be carried out by a shipping company with regard to
moving your personal effects.  You will
be permitted to send 100kgs per family member by airfreight and the remainder
by seafreight.  This sea shipment will be
limited to a twenty-foot container. 
Cendant will also arrange transit insurance for your freight.


 


During
the term of your overseas assignment, the National Group will meet the cost of
storing and insuring your furniture and personal effects in Australia,
including one motor vehicle.  Your
Cendant IAC will also arrange storage requirements.


 


Temporary Accommodation


Your
IAC will arrange up to three days in a serviced apartment (if required)
immediately prior to your departure to the UK. 
While the Group will meet the cost of this accommodation, all other
costs (food, laundry, telephone calls etc) are the responsibility of the
employee.


 


Travel to and from
Assignment


Business
class travel is approved for you and your family when travelling on the
approved travel route to your assignment and again upon repatriation.


 


HOST COUNTRY ARRIVAL


 


Temporary
Accommodation


Cendant
Mobility will arrange transportation for you and your family from the airport
to your temporary accommodation.  This
accommodation will have been booked in advance and is generally for a period of
up to four (4) weeks while you find more permanent accommodation.  While the Group will meet the cost of this
accommodation, all other costs (food, laundry, telephone calls etc) are the responsibility
of the employee.


 


Home (and School) Search and Orientation


A
relocation consultant from Cendant Mobility in the UK will assist with home and
school search and provide you with an arrival information pack.  The consultant will also be available to
answer any immediate questions you may have regarding your new location.


 


Settling-in Leave


You
are entitled to two working days paid special leave for settling-in purposes in
the UK.


 


General


Please
contact Kelly Kotsakis, Global Assignment Consultant, Performance & Rewards
on +61 3 86413434 should you have any queries regarding any of the above.


 


3





















 


If
this letter and enclosed policy are acceptable to you, please sign the attached
copy and return to me.


 


I
take this opportunity to wish you success on your overseas assignment and in
your new position.


 


	
  Yours
  sincerely

  
	
   

  
	
  [ORIGINAL
  SIGNED]

  
	
   

  
	
   

  
	
  Arthur
  Willett

  
	
  General Manager

  
	
  Workplace Solutions

  
	
  National Bank

  



 


4





















 


I,
Gavin Slater, have read the enclosed documentation and acknowledge that:


 


1.               I
understand and accept the terms and conditions outlined in this letter and
agree not to discuss this information to other employees or international
assignees within the National.


 


2.               I agree to
abide by the Expatriate Policy and associated attachments and agree not to
discuss this information to other employees or international assignees within
the National.


 


3.               I
understand that I must abide by the terms and conditions of all visas and work
permits granted to enable me to perform the work required for this assignment.


 


4.               I declare
where I have provided personal information about an individual (such as myself,
family, relative, solicitor or contact person), I have made, or will
immediately make, the individual aware of that fact and:


 


•             that their
personal information has been collected by the National Australia Bank Group
organisation for the purposes of my international assignment;


 


•             that their
personal information may be disclosed to other organisations involved in the
relocation, management or administration of my international assignment, as
required by law or with their consent;


 


•             that I may
not be able to obtain some services as part of the international assignment if
that individual’s personal information is not provided;


 


•             that the
individual can gain access to their personal information by contacting
International Assignment Services.


 


 


	
  Signature

  	
  [ORIGINAL SIGNED]

  	
  Date   10/12/2004

  



 


5





















 


SUMMARY OF MAIN TERMS OF INTERNATIONAL
ASSIGNMENT


 


	
  EMPLOYEE NAME:

  	
   

  	
  Gavin
  Slater

  
	
   

  	
   

  	
   

  
	
  HOME BUSINESS UNIT:

  	
   

  	
  Office
  of the CEO – Australia

  
	
   

  	
   

  	
   

  
	
  HOST BUSINESS UNIT:

  	
   

  	
  Financial
  Services Europe

  
	
   

  	
   

  	
   

  
	
  HOST LOCATION:

  	
   

  	
  London
  - UK

  
	
   

  	
   

  	
   

  
	
  JOB TITLE:

  	
   

  	
  Executive
  Director National Australia Group Europe

  
	
   

  
	
  DATE OF COMMENCEMENT OF ASSIGNMENT:

  	
   

  	
  1st
  of January 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PERIOD OF ASSIGNMENT:

  	
   

  	
  2
  years with potential extension to 4 years.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HOME COUNTRY TOTAL REMUNERATION:

  	
   

  	
  AUD450,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NET TRANSFER ALLOWANCE EACH WAY:

  	
   

  	
  AUD
  6,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HOUSING ALLOWANCE:

  	
   

  	
  GBP
  3,000 per month – subject to change with prior approval from CEO of Europe.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FURNITURE ALLOWANCE:

  	
   

  	
  GBP
  2050

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EDUCATION ALLOWANCE:

  	
   

  	
  GBP
  13,470 per annum

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MOTOR VEHICLE ALLOWANCE:

  	
   

  	
  GBP
  6,000 – subject to change with prior approval from CEO of Europe.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNUAL LEAVE:

  	
   

  	
  20
  working days

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRAVEL DAYS EACH WAY:

  	
   

  	
  2
  working days

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SETTLING IN LEAVE:

  	
   

  	
  2
  working days

  
					



 


6