EXHIBIT
4.40


 


Employment
agreement – Mr Ross E Pinney (as Executive General Manager, Office of the Chief
Executive)


 





















 


PRIVATE & CONFIDENTIAL


 


11 January 2005


 


Mr Ross Pinney


National Australia Bank Limited


500 Bourke Street


MELBOURNE  VIC  3000


 


Dear Ross


 


On behalf of National Australia Bank Limited (the “National”), I am
pleased to offer you the position of Executive General Manager, Office of the
Chief Executive, 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 and Attachment) 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, understandings or negotiations between you and the National and
any Related Body Corporate in respect of employment with the National.


 


All monetary amounts referred to in this employment agreement are in
Australian dollars.


 


1                                          Position and Duties


 


1.1                                  Your
position is Executive General Manager, Office of the Chief Executive reporting
to me and located at 500 Bourke Street, Melbourne.


 


1.2                                  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”).


 


1.3                                  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.


 


1.4                                  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 of this kind by the
National will not constitute or give rise to a redundancy or a material change
of circumstances for any purpose, and all other terms and conditions of this
employment agreement will apply, unless otherwise specified by the National.


 


1.5                                  In
your position, you will comply with all lawful and reasonable directions of
your line manager or any other person authorised by the National.


 


1.6                                  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 that is or may be harmful
to those things.


 


1.7                                  In
addition to your duties as an employee of the National, you will also owe
duties in respect of each Related Body Corporate in your capacity as an
employee of the National in respect of any duties performed in relation to a
Related Body Corporate.


 


1.8                                  You
must promptly report to your line manager, or any other person authorised by
the National, any material information that 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.


 


1.9                                  You
must provide any information and explanations that your line 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.  However, as stated in
sub-paragraph 1.7, you may also be required to provide services to any Related
Body Corporate of the National.  You are
not and will not become an employee of any Related Body Corporate by reason of
provision of services to any Related Body Corporate or by reason of holding
office as a director of any Related Body Corporate.


 


3                                          Commencement Date


 


3.1                                  This
employment agreement, and your obligations under it, will commence on  28 October 2004.


 


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,
superannuation contributions made by the National as your employer (as
prescribed by the Federal Government’s Superannuation Guarantee (“SG”)
legislation) and a packaged benefit, as agreed between you and the National 


 


2





















 


from time to time using the National’s TEC
methodology.  TEC is the fixed component
of remuneration, and comprises your Total Remuneration Package (“TRP”) and the
National’s employer superannuation contributions.


 


4.3                                  Your
TEC on commencement of work in your new position is $740,000 per annum. (With
effect from the first full pay period after 1 January 2005, your TEC will
increase to $748,000 per annum.)


 


4.4                                  Your
TEC will be reviewed in January 2006, and thereafter on an annual basis.


 


4.5                                  Your
TRP is $674,567 per annum and is comprised of a cash salary and a packaged
benefit.  TRP is calculated as TEC minus
employer-funded superannuation contributions.


 


4.6                                  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


 


4.7                                  Your
cash salary will continue to be paid fortnightly in arrears and will continue
to be directly credited to your nominated National bank account.


 


Superannuation


 


4.8                                  You
will continue your membership of the National Australia Bank Group
Superannuation Fund (the “Fund”) on terms pursuant to the Trust Deed and Rules
of the Fund.


 


4.9                                  The
National will continue to make annual superannuation contributions to the Fund
on your behalf currently calculated as 9.7% of your TRP, or where your TRP
exceeds the Maximum Earnings Base (“MEB”) as prescribed by the SG 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 your TRP (or up to
9.2% of the MEB where your TRP exceeds the MEB).  As 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 or
remuneration 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 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
(on average 0.4%) and fund administration (on average 0.1%).  As your TRP exceeds the MEB, 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 


 


3





















 


any applicable legislation or any change to the National’s superannuation
or remuneration policy.


 


4.10                            As your
TRP is greater than the MEB, the difference between 9.7% of your TRP and the
sum of the amounts referred to in sub-paragraphs 4.9(a) and 4.9(b) will be paid
to you as part of your cash salary.  This
amount is initially $52,947 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 100% of your TEC, which is, initially,
$740,000.  STI rewards are not
guaranteed, as they are subject to the achievement of your individual, and the
National’s, performance targets.  STI
rewards may, at the discretion of the National, be provided in cash or in
deferred National shares or a combination of both.  Any National shares provided as part of the
STI Plan will be subject to particular terms and conditions communicated to you
at the relevant time.  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. 
Rewards under the LTI Plan are generally provided as performance options
and performance rights under the National Australia Bank Executive Share Option
Plan No2 and the National Australia Bank Performance Rights Plan
respectively.  You will participate in
the LTI program on the same basis as all other executives within the
National.  The granting of performance
options and performance rights is subject to the approval of the National Board
and to your being employed by the National at the time of grant.  The exercise of performance options and
performance rights is subject to the achievement of specific performance
hurdles.  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 unexercised performance options and
unexercised performance rights that may have been granted to you during your
employment will be determined in accordance with the terms of grant of those
performance options and performance 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                                          Relocation Expenses


 


The National will meet reasonable expenses
associated with the relocation of you and your family from London to Melbourne
in accordance with the terms of the National’s Group Expatriate Policy, details
of which will be provided to you under separate cover.


 


7                                          Annual Leave


 


7.1                                  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.


 


4





















 


7.2                                  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.


 


7.3                                  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 TEC at the date of termination of your
employment with the National.


 


8                                          Long Service Leave


 


8.1                                  You
are entitled to long service leave in accordance with the Award, as it applies
to the National.


 


8.2                                  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 TEC at the date of
termination of your employment with the National.


 


9                                          Sick Leave


 


9.1                                  You
are entitled to paid sick leave under and in accordance with the Award.


 


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


 


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


 


10                                   Parental Leave


 


You are entitled to up to 52 weeks’ unpaid
parental leave in accordance with the standard terms and arrangements
applicable to all National employees.


 


11                                   Other Benefits


 


11.1                            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.


 


11.2                            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.


 


12                                   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 line manager.


 


13                                   Policies


 


13.1                            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.


 


5





















 


13.2                            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”.


 


13.3                            The
policies and procedures of the National are set out on the National’s intranet.


 


Illegal Drugs and Alcohol


 


13.4                            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 line 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.


 


14                                   Performance Management Review


 


14.1                            Generally,
in the last month of each financial year of the National, you and your line
manager, or 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 line manager or nominee in the assessment of
your performance in your position.


 


14.2                            As soon as
practicable after the end of each financial year, your line manager or nominee
will review your performance by reference to the agreed measures and targets.


 


6





















 


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


 


15                                   Conduct and Compliance


 


15.1                            You agree
to act in accordance with:


 


(a)                                   the National’s corporate
principles and behaviours, as stated in the attached “Statement of Corporate
Principles”;


 


(b)                                  the National’s Group Code of
Conduct;


 


(c)                                   the National’s policies and
procedures and internal controls that are applicable to you and your position;


 


(d)                                  all laws, regulations and
obligations that are applicable to you and your position; and


 


(e)                                   all industry and
self-regulatory codes of conduct that are applicable to you and your position.


 


15.2                            You agree
to act within the limits and authorities that are applicable to your position.


 


15.3                            You agree
to complete mandatory regulatory compliance training and, where it is a
regulatory requirement, complete the mandatory accreditations applicable to
your position.


 


15.4                            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 serious misconduct in carrying out
your duties.


 


15.5                            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.  After the cessation of your employment with
the National, you must not represent that you are employed by or are connected
with the National.


 


16                                   Exclusive Employment


 


16.1                            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.


 


16.2                            Notwithstanding
sub-paragraph 16.1, 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


 


7





















 


of
corporate governance determined by the National makes it improper or inappropriate.


 


17                                   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 17.


 


18                                   Confidentiality and Your Obligations


 


18.1                            You agree
that:


 


(a)                                   Confidential
Information is solely and exclusively the property of the National or of a
Related Body Corporate, or both, or of a third party (such as a customer of the
National), 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.


 


18.2                            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.


 


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


 


18.4                            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 18.5, your obligations under this
paragraph 18 cease.


 


18.5                            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.


 


8





















 


18.6                            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.


 


18.7                            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 that is physically capable
of delivery.


 


18.8                            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 18.7, you must destroy the Confidential Information and certify
in writing to the National that the Confidential Information has been
destroyed.


 


18.9                            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.


 


18.10                      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.


 


18.11                      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.


 


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


 


19                                   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, or fail to commit to and act in accordance with the National’s
Corporate principles and behaviours, 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.


 


9





















 


20                                   Termination of Employment


 


Summary Termination


 


20.1                            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 guilty of serious
misconduct involving fraud or dishonesty, whether or not you are convicted of
such an offence;


 


(d)                                  you are convicted of any
offence involving fraud or dishonesty or any other serious offence that is
punishable by imprisonment (whether or not you are imprisoned);


 


(e)                                   you commit a serious or
persistent breach or non-observance of this employment agreement;


 


(f)                                     you knowingly fail to comply
with an obligation imposed upon you under the Award or Enterprise Agreement; or


 


(g)                                  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


 


20.2                            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.


 


10





















 


20.3                            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 TEC.


 


Termination
by the National by Giving Notice


 


20.4                            At any
time the National may terminate your employment for any reason (other than for
summary termination, unsatisfactory performance or conduct, or redundancy) by
giving you 78 weeks’ written notice.


 


20.5                            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).


 


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


 


Termination Due to Redundancy


 


20.7                            The
provisions of Appendix ‘A’ – Redundancy, Redeployment and
Retrenchment Agreement 2002 of the Enterprise Agreement apply to
you.  The National may terminate your
employment in the case of redundancy by giving you six weeks’ notice in
writing.


 


20.8                            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 part of the notice period).


 


20.9                            If the
National makes a payment in lieu of the whole notice period (or the unworked
part of the notice period), it will be calculated on the basis of your TEC.


 


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


 


(a)                                   a termination payment equal to
72 weeks’ TEC; or


 


11





















 


(b)                                  the appropriate retrenchment
payment calculated in accordance with Appendix A - Redundancy,
Redeployment and Retrenchment Agreement 2002 of the Enterprise
Agreement.


 


Termination by You - Resignation


 


20.11                      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.


 


20.12                      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).


 


20.13                      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 TEC.


 


Termination
by You – Material Change of Circumstances


 


20.14                      You may
terminate this employment agreement in the case of a “material change of
circumstances” by giving the National six weeks’ notice in writing.


 


20.15                      A change in the
powers, duties and responsibilities of your position, or appointment to another
position, which is not authorised by sub-paragraph 1.4 is a material change of
circumstances if, and only if, without your agreement:


 


(a)                                   the National purports to substantially
reduce your TEC;


 


(b)                                  the National purports to
substantially reduce the powers or responsibilities of your position;


 


(c)                                   the National purports to
substantially diminish the scope of your duties in your position; or


 


(d)                                  there is any other change made
by the National in relation to your employment which, under generally
applicable principles of law, would amount to conduct by the National entitling
you to accept that conduct as constituting a termination of this employment
agreement.


 


20.16                      In its
discretion:


 


(a)                                   the National may require you
to work through all (or part only) of the notice period; or


 


12





















 


(b)                                  the National will make payment
in lieu of the whole notice period (or the unworked balance of the notice
period).


 


20.17                      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 TEC.


 


20.18                      Upon termination
of employment under sub-paragraph 20.15, the National will pay to you a termination
payment equal to 72 weeks’ TEC.


 


20.19                      If you terminate
this agreement, as a result (wholly or in part) of an event under sub-paragraph
20.16(a), then any payment the National makes under sub-paragraph 20.18 will be
calculated on your TEC before the reduction.


 


21                                   Entitlements and Obligations Upon Termination


 


21.1                            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 TEC;


 


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


 


(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.


 


21.2                            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, mobile telephones, computers, and disks) in your
possession or control.


 


Non-Solicitation
Covenant


 


21.3                            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).


 


21.4                            For the purposes of sub-paragraph 21.3, 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 


 


13





















 


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


 


21.5                            You agree that for a period of six months from the date your
employment with the National ceases (or, if the National, in its discretion, retains you in
its service for part or all of the notice period pursuant to sub-paragraph
20.12(a), sub-paragraph 20.12(b) or sub-paragraph 20.12(c), or makes payment in
lieu of part or all the notice period pursuant to sub-paragraph 20.12(d), for a period of six months from the commencement of the notice
period), 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.


 


21.6                            On your giving
written notice to the National to terminate this employment agreement pursuant
to sub-paragraph 20.11, if the National, in its discretion, retains you in its
service for part or all of the notice period pursuant to sub-paragraph 20.12(a),
sub-paragraph 20.12(b) or sub-paragraph 20.12(c), or makes payment in lieu of
part or all the notice period pursuant to sub-paragraph 20.12(d), and the
National does not provide its prior written consent pursuant to


 


14





















 


sub-paragraph 21.5, the National
will provide consideration to you of 13 weeks’ TEC, which is in addition to the
payment made pursuant sub-paragraph 20.12.


 


Application of Restrictions


 


21.7                            Sub-paragraph 21.5 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 21.5 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 21.5 is severable.  If any such resulting sub-paragraph (or any
word or phrase contained in the commencement of sub-paragraph 21.5) 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


 


21.8                            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


 


21.9                            For the
purposes of sub-paragraph 21.5:


 


“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.


 


15





















 


22                                   Dispute Resolution


 


22.1                            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 line 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.


 


22.2                            Subject to
completion of the process set out in sub-paragraph 22.1, 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).


 


22.3                            For the
purposes of an arbitration under sub-paragraph 22.2, 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 22.1, the President or
Acting President of the Law Institute of Victoria will appoint an arbitrator on
application by either you or the National.


 


23                                   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.


 


24                                   Extent of Contractual Obligations


 


24.1                            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.


 


24.2                            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 24.1, 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.


 


16





















 


24.3                            This
paragraph 24 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.


 


25                                   Entire Understanding


 


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


 


25.2                            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.


 


25.3                            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.


 


26                                   Waiver and Exercise of Rights


 


26.1                            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.


 


26.2                            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.


 


27                                   Severance


 


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


 


27.2                            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


 


17





















 


(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.


 


28                                   Governing Law


 


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


 


29                                   Definitions


 


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


 


30                                   Acceptance


 


A copy of this employment agreement is
enclosed for your records.  Would you
please sign and return the original to Arthur Willett, General Manager
Workplace Solutions 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 14 days of the date of this
letter, it will lapse.


 


Ross, please do not hesitate to contact Arthur Willett on 03 8641 2723,
if you have any queries concerning this offer of employment with the National.


 


I look forward to your ongoing support and commitment to the National.


 


 


Yours sincerely


 


 


[ORIGINAL
SIGNED]


 


 


John Stewart


Managing Director and Chief Executive
Officer


National Australia Bank Limited


 


 


Schedule:                                            Definitions


Attachment:                              Statement of Corporate Principles


 


18





















 


ACCEPTANCE


 


	
  I, [ROSS EDWARD PINNEY], acknowledge that I
  have read and understood this employment agreement (including the Schedule and
  

  
	
  (Full Name)

  	
   

  
	
  Attachment), 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 and Attachment).

  



 


 


	
  Signed:

  	
  [ORIGINAL SIGNED]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  12.1.05

  	
   

  
	
   

  	
   

  
	
  Witnessed By:

  	
  [ORIGINAL SIGNED]

  	
   

  
	
   

  	
   

  
	
  Full Name of Witness

  	
  [ROSEMARY MOULD]

  	
   

  
	
  (Please Print)

  	
   

  
	
   

  	
   

  
	
  Address of Witness

  	
  [500 BOURKE STREET MELBOURNE]

  
				



 


19





















 


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.


 


“Board” or “National Board” means the board of directors of the
National.


 


“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 the
National that 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.


 


“Group” means National Australia Bank Limited and each Related Body
Corporate.


 


“National” means National Australia Bank Limited.


 


“National Privacy Policy” means the National Privacy Policy effective
21 December 2001, 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.


 


20