EXHIBIT 4.16


 


Deed of
settlement and release – Mr Christopher D Lewis


 





















 


This deed of settlement
and release


 


is made on 15th April 2004
between the following parties:


 


1.                                     Christopher Lewis

C/- Nathan Kuperholz, Level 2, 280 Queen Street,
Melbourne, Victoria, 3000

(Lewis)


 


2.                                     National Australia Bank Limited

ABN 12 004 044 937

of 500 Bourke Street, Melbourne, Victoria, 3000

(the National)


 


Recitals


 


A.                                  Lewis
was employed as Executive General Manager, Risk Management of the National
pursuant to terms and conditions of appointment and employment contained in a
letter and attachments dated 31 May 2001.


 


B.                                    The
employment contract provides for various entitlements and imposes obligations
on the parties depending upon the reasons for termination of employment.


 


C.                                    Lewis’
employment as Executive General Manager, Risk Management of the National was
terminated on 12 March 2004.


 


D.                                   On
about 12 March 2004, a PricewaterhouseCoopers report was released entitled
“Investigation into
foreign exchange losses at the National Australia Bank” (the PwC
Report). On about 23 March 2004 a report was released by the
Australian Prudential Regulation Authority entitled “APRA Report into Irregular
Currency Options Trading at the National Australia Bank” (the APRA
Report).


 


E.                                     The
parties have agreed to settle the terms of Lewis’ termination, and any claims
arising from any publication by the National of or concerning the PwC Report or
the APRA Report, in accordance with this deed.


 


This deed witnesses


 


that in
consideration of, among other things, the mutual promises contained in this
deed, the parties agree:


 


1                                        Payment


 


1.1                              The National must pay to Lewis within 7 days of the date of
execution of this deed by Lewis the sum of $900,237.80 (Settlement Sum), less
appropriate taxation deductions as required by law for payment of all
contractual and statutory amounts in respect of the termination of Lewis’
employment with the National which are identified in Attachment 1.


 


The Settlement
Sum is in respect of the following components as set out in Attachment 1:


 


(a)                                  Adjustment
due to increase of TEC including accrued annual leave;


 





















 


(b)                                 TRP
for the notice period 13 March 2004 to 23 April 2004;


 


(c)                                  TRP
for the period 24 April 2004 to 12 June 2005; and


 


(d)                                 Deferred
“at risk” incentive payment.


 


1.2                              Accrued
entitlements


 


The National
has already paid the amount of $101,156.87 to Lewis on 15 March 2004. This
payment is in satisfaction of TRP to 12 March 2004 and includes all of
Lewis’ accrued annual leave and annual leave loading entitlements.


 


1.3                              Retention
of Share options


 


The National
acknowledges that Lewis will retain the 200,000 share options granted to Lewis
on 13 September 2001 on the same terms and conditions as those options
were issued.


 


1.4                              Sundry
items


 


In addition to
the payment of the Settlement Sum by the National to Lewis, the National will
address various sundry items in accordance with the terms of the letter in
Attachment 2.


 


1.5                              Reasonable
legal expenses


 


The National
will reimburse Lewis’ reasonable legal expenses incurred since the termination
of his employment and which relate to legal advice solely in relation to the
termination of his employment and the negotiation and conclusion of the
settlement as reflected in this deed. Reimbursement of such reasonable legal
expenses will be made within 14 days of receipt of the itemised account from
Lewis’ solicitor.


 


2                                        Lewis’ acknowledgments, release and undertaking
to National


 


2.1                              Acknowledgments


 


Lewis
acknowledges that:


 


(a)                                  the
National pays the Settlement Sum under clause 1.1, allows retention of the
share options under clause 1.2 and addresses the sundry items under clause 1.3
in full settlement of any claims against the National:


 


(i)                                    arising
from Lewis’ employment with the National, or its termination; or


 


(ii)                                 in
respect of any publication of or concerning the PwC Report or the APRA Report,


 


that Lewis has now or may have had in the
future if the parties had not executed this deed; and


 


(b)                                 this
deed must not be interpreted as an admission by the National of liability to
Lewis for any matter.


 





















 


2.2                              Release


 


Lewis releases
absolutely and discharges the National from any claim, action, suit, cause of
action, demand, liability, damages and costs (whether at common law, in equity
or, to the extent permitted, under any statute):


 


(a)                                  arising
in any way concerning or in the course of Lewis’ employment or directorships
with the National or their termination (but excluding any claim for personal
injury arising under the Accident Compensation Act 1985 (Vic));


 


(b)                                 for
reimbursement of reasonable work related expenses which remain outstanding as
at the date of this deed (including any reasonable amounts owing on the company
credit card as of 12 March 2004); or


 


(c)                                  in
respect of any publication of or concerning the PwC Report or the APRA Report,


 


that Lewis has
now or may have had in the future if the parties had not executed this deed.


 


2.3                              Resignation
from appointments


 


Lewis agrees
to take immediate steps to terminate his directorships or appointments to any
body (including, but not limited to, any related corporation of the National)
which Lewis holds as a result of, or arising from, his employment with the
National.


 


3                                        Release of Lewis


 


(a)                                  Subject to clause 3(b), the National releases and discharges Lewis
from any claim, action, suit, cause of action, demand, liability, damages and
costs (whether at common law, in equity or, to the extent permitted, under any
statute) the National has or may have against Lewis in respect of Lewis’
employment with the National.


 


(b)                                 The National does not release or discharge Lewis in any manner
whatsoever in respect of any claim, action, suit, cause of action, demand,
liability, damages and costs (whether at common law, in equity or, to the
extent permitted, under any statute) arising from any criminal or fraudulent
conduct committed by Lewis in the course of his employment with the National.


 


4                                        Confidentiality


 


(a)                                  Neither party may disclose any information in respect of the terms
of this deed, other than:


 


(1)                                 for
the purpose of enforcing this deed;


 


(2)                                 with
the express authority of the other party; or


 


(3)                                 as
required by any:


 


(A)                             applicable
law;


 


(B)                               order
of a court of competent jurisdiction;


 





















 


(C)                               rule of
a recognised stock exchange; or


 


(D)                              government
department or agency.


 


(b)                                 Notwithstanding clause 4(a), the National may disclose information
in respect of the terms of this deed in the course of its compliance with
regulatory disclosure obligations and communication with shareholders.


 


5                                        Future co-operation


 


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


 


(b)                                 Lewis
agrees that he will, if requested by the National or any subsidiary of the
National, provide such assistance (including by giving statements and evidence)
as the National or the subsidiary may reasonably require in respect of any
court proceedings or any investigation or enquiry by any relevant regulator in
relation to the National or the subsidiary.


 


(c)                                  Subject
to satisfactory substantiation, the National agrees to reimburse Lewis for all
reasonable time spent and/or reasonable expenses incurred by him in providing
assistance in accordance with clause 5(b).


 


6                                        Plea in bar


 


(a)                                  The National may plead this deed in bar to any claim or proceeding
by Lewis in respect of the subject matter of the release in clause 2.


 


(b)                                 Lewis may plead this deed in bar to any claim or proceeding by the
National in respect of the subject matter of the release in clause 3.


 


7                                        Costs and expenses


 


The National
must pay all reasonable costs and expenses in respect of the negotiation,
preparation, execution, delivery, stamping and registration of this deed.


 


8                                        Lewis’ warranties


 


Lewis warrants
that:


 


(a)                                  Lewis
has entered into this deed voluntarily and without any duress from the
National;


 


(b)                                 except
as set out in this deed, the National has not made any promises,
representations or inducements to Lewis to enter into this deed;


 


(c)                                  Lewis
has had full opportunity to consult Lewis’ legal advisers concerning the
nature, effect and extent of the matters addressed by this deed; and


 


(d)                                 Lewis
is aware that the National is relying on this warranty in executing this deed.


 





















 


9                                        Governing law and jurisdiction


 


(a)                                  This deed is governed by the law of Victoria.


 


(b)                                 Each of the parties irrevocably submits to the non-exclusive
jurisdiction of the courts of Victoria.


 


10                                 Severability


 


(a)                                  Any clause in this deed which is prohibited in any jurisdiction is,
in that jurisdiction, ineffective only to the extent of that prohibition.


 


(b)                                 Any clause in this deed which is void, illegal or unenforceable in
any jurisdiction does not affect the validity, legality or enforceability of
that provision in any other jurisdiction or of the remaining provisions in that
or any other jurisdiction.


 


11                                 Entire agreement


 


This deed,
including the Attachments hereto, embodies the entire agreement between the
parties in respect of the subject matter of the deed and there is no other
understanding, agreement, representation or warranty, whether expressed or
implied, in any way extending, modifying or qualifying any of the provisions of
this deed.


 


12                                 Time of the essence


 


Time is of the
essence of this deed.


 


13                                 Counterparts


 


(a)                                  This deed may be executed in any number of counterparts.


 


(b)                                 All counterparts, taken together, constitute one deed.


 


(c)                                  A party may execute this deed by signing any counterpart.


 


Executed as a deed:


 





















 


	
  The common seal of

  	
   

  	
   

  
	
  National Australia Bank

  	
   

  	
   

  
	
  is fixed to
  this document

  	
   

  	
   

  
	
  in the
  presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary/Director

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name (please
  print)

  	
   

  	
  Name (please
  print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed sealed and delivered by

  	
   

  	
   

  
	
  Christopher Lewis

  	
   

  	
  [Original signed]

  
	
  in the
  presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Original signed]

  
	
   

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NATHAN
  KUPERHOLZ

  
	
   

  	
   

  	
  (c/- 280
  Queen Street, Melbourne 3000)

  
	
   

  	
   

  	
  A natural person who is a current

  
	
   

  	
   

  	
  Practitioner
  within the meaning of

  
	
   

  	
   

  	
  The Legal
  Practice Act 1996

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name (please
  print)

  



 





















 


Attachment 1 – Components of
Settlement Sum


 


	
  Description

  	
   

  	
  Amount(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  Adjustment
  due to increase of TEC from $680,000 per annum to $681,000 per annum from 1
  January 2004 to 12 March 2004 inclusive, including adjustment to
  accrued annual leave and annual leave loading (i.e. additional TEC of
  $192.40, plus annual leave and loading of $142.08).

  	
   

  	
  $

  	
  334.48

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  6 weeks’
  notice payment @ TRP of $626,322.08 per annum (i.e. $626,322.08 / 52 x 6)

  	
   

  	
  $

  	
  72,267.93

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  TRP payment
  of 59 weeks (termination because of “changed requirements”) @ $626,322.08 per
  annum (i.e. $626,322.08 / 52 x 59)

  	
   

  	
  $

  	
  710,634.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Deferred
  incentive payment

  	
   

  	
  $

  	
  117,000.00

  	
   

  



 


 










(1) Amounts expressed are gross, unless otherwise
stated and are subject to deduction of tax as required by law.


 





















 


Attachment 2 – Sundry items


 


13 April 2004


 


Mr Nathan Kuperholz


Solicitor


Level 2


280 Queen Street


Melbourne


3000


 


 


Dear Mr
Kuperholz


 


Christopher Lewis


 


As discussed
with Mr Tony Wood, Partner Freehills, I am writing to confirm the following
arrangements that will apply following the execution of a mutual release
agreement between Mr Lewis and the National:


 


1.               Mr Lewis will be able
to retain the Palm Pilot, Desktop Computer, Laptop Computer and mobile
telephone issued to him by the National.


 


2.               The National will
install a security system into Mr Lewis’ new residence and will maintain such
system for a period through until 31 December 2004. At that time Mr Lewis
will be able to either purchase the system at an agreed price of 50% of capital
cost or have it removed from his residence with the National to meet all costs
of removal.


 


Should you
have any queries please do not hesitate to contact me on 8641 3982.


 


	
  Yours
  sincerely

  
	
   

  
	
   

  
	
  Jim
  Young