EXHIBIT
4.28


 


Non-executive
director appointment letter – Mr G Malcolm Williamson


 





















 


	
   

  	
  National
  Australia

  
	
   

  	
  Bank Limited

  
	
   

  	
  ABN 12 004
  044 937

  
	
  

  
	
   

  
	
   

  
	
  Mr Malcolm
  Williamson

  2 Cumberland Place

  London

  NW1 4NA

  UNITED KINGDOM

  
	
   

  
	
   

  
	
   

  	
  6 August
  2004

  



 


Dear Malcolm,


 


Letter of
Appointment


 


I am delighted that you
have accepted my invitation to you to join:


 


•      the Principal Board of the National and the Board of National
Equities Limited, (National Equities Limited has an identical board to National
Australia Bank Limited and is the holding company of the National’s
international subsidiaries); and


 


•      the boards of three of the National’s main subsidiary companies in
Europe, National Australia Group Europe Limited, Clydesdale Bank PLC and
Yorkshire Bank PLC.  You are also asked
to accept the appointment of Chairman of these European companies.


 


As part of
these appointments, you have also kindly agreed to be:


 


•      a member of the Nominations Committee of the Principal Board; and


 


•      Chairman of the European Board Risk Committee.


 


Each
appointment is subject to receipt of the necessary regulatory approvals and to
receipt of your consent to act as a director. 
In this respect, the following documents are enclosed for completion and
/ or signature: -


 


•      Consent to Act and Disclosures on Appointment (for all of your
appointments);


 


•      Consumer Credit Act Declaration (in respect of Clydesdale Bank PLC
and Yorkshire Bank PLC only);


 


•      Financial Services Authority Form A – Application to Perform
Controlled Functions under the Approved Persons regime including background
information on FSA Approved Persons regime (also only in respect of Clydesdale
Bank PLC and Yorkshire Bank PLC);


 


•      Director’s Deed of Access, Indemnity and Insurance (in duplicate);


 


•      Authority to undertake Credit Reference Search;


 


 


A member of the National group of companies


 





















 


•      Non-Executive Directors’ Share Plan – Application Form, Share
Preference Form and Explanatory Booklet;


 


•      Form of Consent to obtain Personal Information; and


 


•      Election under section 431 Income Tax (Earnings and Pensions) Act
2003 (together with explanatory note).


 


The terms and
conditions of your appointment are set out in the Appendix to this letter.  By consenting to act as a Director of each of
these companies, you are agreeing to these terms and conditions.


 


These
terms and conditions should be read in conjunction with, and are subject to,
the memorandum and articles of association of each company (the constitution in
the case of the National), and the charters and policies approved from time to
time by the board of each company or otherwise produced by or under the
direction of the Principal Board of the National and intended to have effect
for any of the other companies.  A file
of the current versions of these documents and certain other relevant
information will be provided to you separately.


 


I hope that
you will accept these appointments.  If
you have any immediate queries on this letter, please do not hesitate to
contact me on + 613 8641 3754.


 


Kind regards


 


	
  Yours sincerely

  
	
   

  
	
   

  
	
  [Original signed]

  	
   

  
	
   

  
	
  Graham J Kraehe

  
	
   

  
	
  Chairman

  



 


 


I
acknowledge that I have read, understood and accepted the contents of this
letter and its Appendix.


 


	
  Date:

  	
   

  	
  15th August 2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
  [Original signed]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  G.M.WILLIAMSON

  	
   

  



 





















 


APPENDIX


 


Appointment
of Non-Executive Director - Terms and Conditions


 


1.     Definitions


 


Articles
of Association or Articles: shall
mean as the context requires the Constitution of the National and the articles
of association of each UK Company.  (The
articles of association of each of the UK Companies are, broadly, in identical
form)


 


Board:
shall mean a board of any of the Companies


 


Companies: shall mean National Australia Bank Limited, National Equities
Limited and the UK Companies (and “Company” shall
mean any one of them)


 


Group: shall mean the National and its subsidiaries


 


UK
Companies: shall mean together National
Australia Group Europe Limited, Clydesdale Bank Plc and Yorkshire Bank Plc


 


National
or Parent Company: shall
mean National Australia Bank Limited


 


Principal
Board: shall mean the board of the Parent
Company


 


Relevant
Statutes: shall mean the Australian
Corporations Act 2001 (Cwlth) and/or the United Kingdom Companies Act 1985, and
any other relevant legislation in Australia (in relation to the Parent Company)
and the United Kingdom (in relation to the UK Companies).


 


2.     Qualifications


 


To qualify for the office of Director for each Company
you must be eligible to be appointed under its Articles of Association, not be
disqualified under any of the Relevant Statutes from acting as a director of a
company and must otherwise be permitted under the Relevant Statutes to act as a
director of a company.


 


In particular,
in relation to the Parent Company, you must hold at least 2,000 fully paid
shares in the National in your own right within two months after your
appointment.


 


3.     Appointment
and Term


 


In relation to the National, you hold office until the
first annual general meeting of the National held after the date of your
appointment.  You are eligible for
re-election to the position of director by resolution of the National at that
annual general meeting. [National’s Articles 10.12
and 10.13]


 





















 


Once you have been elected to the office of director
by resolution of the National in general meeting, you will be subject to the
rotation of Directors provided for in National’s Articles 10.3 to 10.7.  Broadly, these Articles provide that at each
annual general meeting one-third of the Directors for the time being and any
other director not in such one-third who has held office for three years or
more must retire from office and is eligible for re-election.  Please refer to clause 13 of this letter –
Performance evaluation, concerning the process undertaken by the Board to
determine if the Board will recommend to shareholders that a Director be
re-elected to office.


 


The National may remove a director from office as a
director at any time by a resolution passed at a general meeting.  [National’s  Articles 10.3-10.7 and 10.14]


 


The Principal
Board has set a limit of 15 years for individual service as a Director,
applicable to Directors appointed after 1995, subject to the Director’s age at
the time of appointment (please refer below). 
The Principal Board regards this as an appropriate period of
service.  Directors who have served on
the Board for an extended period of time have gained valuable experiences,
insights and historical perspectives regarding the National that would not be
easily replaced.  [Clause 7.5
of the Board Charter of the National]


 


The National’s
constitution provides that a Director’s office will be vacated upon him
reaching the age of 70.  The Articles of
the UK companies have similar provisions with a specified age of 72, although
it is anticipated that later this year this age will also be set back to the
previous age of 70 years.


 


You agree that you will
cease to be a Director of NEL is for any reason you cease to be a Director of
the National.


 


The Articles
of Association of the UK Companies provide that a Director may be appointed,
with the approval of the Parent Company, for a period of three years and that
Directors may be re-appointed after that period with the approval of the Parent
Company.  Your appointment by the UK
Companies will be for an initial term of three years commencing on the date of
your appointment unless terminated earlier by either party upon the giving of 3
months notice in writing.


 


Although the letter of appointment including this
Appendix is in relation to an appointment to the boards of all of the
Companies, each appointment is made on a separate basis and the termination of
appointment of one Directorship shall not of itself lead to termination of any
other appointment.


 


4.     Vacation of
office


 


Your
position becomes vacant if any of the circumstances prescribed under the
Relevant Statutes or the Articles of Association arises.


 


In
relation to the National, your position becomes vacant if any of the
circumstances prescribed under the Corporations Act
2001 (Cwlth) or the National’s Constitution, arise, including the following:


 


•              you are disqualified from managing corporations;  [s203B Corporations Act
and Part 2D.6]


 


•              you resign from office or refuse to act; [Article 10.28 (b)]


 





















 


•              you are removed from office by resolution passed at a
general meeting of the National; [Article 10.28(c)]


 


•              you are not present personally or by an alternate
director or proxy at meetings for a continuous period of two months without a
leave of absence from the Board; or [Article 10.28(d)]


 


•              you accept or hold any office in another bank without
the consent of the Board. [Article 10.28(f)]


 


Article 10.28 of the National’s Constitution contains
a list of circumstances that, in addition to those prescribed by the
Corporations Act, will result in the office of a director becoming vacant.


 


Article 12.1 of the Articles of Association of the UK
Companies contain similar provisions.


 


5.     Relationship
with the Companies


 


Once appointed, you hold office as a Director of each
Company.  You are not appointed or
designated as an employee of the Company nor are you an Executive Director
within the meaning of the Articles of Association.


 


6.     Expectations


 


The Companies’ expectations of you as a Director are
listed in the following sections.  In
many cases, you are obliged to meet these expectations because of your legal
duties to each Company.  You are
encouraged to seek independent legal advice to assist you in the performance of
these duties.


 


7.     Time
commitment


 


You must contribute sufficient time to your
Directorships to enable you effectively to fulfil your duties to the
Companies.  The National expects you to
spend a minimum of 30 business days per annum on the business of the Principal
Board and NEL exclusive of preparation and travel time.  You are also expected to spend additional
time to the extent that you are a member of any board committees.


 


While most Board and Board committee meetings of the
National and NEL are held in Melbourne, the Board does visit and hold meetings
at interstate and international venues from time to time.  It is anticipated that you will attend the
majority of National board meetings in person in Melbourne and also attend some
meetings from London via video conference link during the UK nights.  The actual number of board meetings attended
in person in Melbourne will be a number agreed between yourself and the
Chairman of the National.


 


The UK Companies expect you to spend a minimum of 30
business days per annum on their business, exclusive of preparation and travel
time.  Additional time commitment will be
required from you in relation to other committee memberships of those companies
or any other roles which you agree should be assigned to you.


 





















 


You should inform each Board of any change in
circumstances that could affect your ability to commit time to the position as
director of that Company.


 


8.     Board
Meetings


 


Board meetings of the National are scheduled over two
days, ten times a year.  It is necessary
from time to time to convene unscheduled meetings.  The National endeavours to keep such meetings
to a minimum, however, a director may convene additional Board meetings at any
time. [National Article 12.2]


 


Each UK company generally holds 6 board meetings a
year but additional meetings may occasionally be required.


 


You are expected to:


 


•              attend Board meetings and
ensure that you have fully read all papers relating to agenda items;


 


•              apply your independent mind to
the matters before you and bring your own special skills and experience to your
position;


 


•              raise questions and make
enquiries when you need more information;


 


•              make sure that any of the
Board’s delegates are qualified, reliable and competent to carry out the duties
given to them; and


 


•              make sure that you have been
provided with accurate, relevant and timely information to reach any decision
that will affect the Company.  You should
not make a decision, and you may refuse to consider any matter, until
appropriate information has been provided to you.


 


9.     Board
committees and subsidiaries


 


Currently there are four standing committees of the
Principal Board: the Audit Committee, Risk Committee, Compensation Committee
and the Nomination Committee.  The Board
may, from time to time, convene other Board committees.


 


You are expected to serve on the Nomination Committee,
and may be asked to serve on other Principal Board committees in accordance
with the written charters of those committees.


 


You also agree to serve as Chairman of the Group’s
European Board Risk Committee.


 


You may also be asked to serve on other board
committees of any of the UK Companies in accordance with the written charters
of those committees.  Charters for all
Board committees are approved by the appropriate Boards.


 


10.  Independence


 


Non-executive Directors are appointed on the basis
that they remain independent of management and free from any business or other
relationship that could materially


 





















 


interfere with, or could reasonably be perceived to
materially interfere with, the exercise of their unfettered and independent
judgment.


 


The Principal Board has approved the definition of ‘independence’.  A copy of which will be supplied separately.


 


Prior to your appointment as a Director, you should
disclose to the Board any information relevant to assessing your compliance
with the definition of independence.


 


Each Board regularly reviews director
independence.  Following your
appointment, you should immediately report to the Board any change in your
relationship or the relationship of your associates with each Company, or with
its management team, which could affect your independence.


 


11.  Insider trading
policy and Code of Conduct


 


Directors are expected to comply with the corporate
policies approved from time to time by the Principal Board.  Those relevant to you will be supplied
separately.


 


In particular your attention is drawn to the insider trading
policy which restricts dealings in National securities by Directors as well as
other officers and employees of the National. 
Directors may only deal in such securities in the eight-week periods
immediately following either the release of the full and half year profit
announcements (currently made in May and November) or following the release of
a qualifying prospects if, at those times, they are not aware of any price
sensitive information.  Further, under the
insider trading policy, Directors must not deal in National securities for
short term gain and therefore dealing in the same National securities within a
12 month period is prohibited.  Directors
must also discuss their intention to deal in National securities with the
Chairman before effecting any such dealings.


 


12.  Confidentiality


 


You are
expected to maintain the confidentiality of all materials and information you
obtain in connection with your position both during your appointment and
following termination (by whatever means). 
You are also expected to ensure that your representatives maintain the
confidentiality of such materials and information.  Where requested by any of the Companies, you
also agree on termination to return any recorded confidential information (in
whatever form held).


 


13.  Performance
evaluation


 


The Board regularly conducts an assessment of its
effectiveness using an external facilitator. 
This review may include an assessment of individual Director
performance.


 


In addition, in advance of you being presented to
shareholders for re-election in accordance with the retirement by rotation
provisions in the National’s Constitution, a peer review process will be
undertaken.  That is, the Principal Board
(in your absence) will consider whether it will make a recommendation to
shareholders in support of your re-election as a Director of the National.


 





















 


The Nomination Committee will oversee the
implementation of this process.


 


Other arrangements shall apply in relation to the UK
Companies, as determined by the boards of those Companies from time to time.


 


14.  Duties and powers


 


14.1 Duties


 


At the most
general level, your role is to oversee management on behalf of each Company, to
monitor each Company’s business results and to set goals and formulate
strategy.  In performing this role, you
are subject to a number of legal duties to the Companies.


 


A detailed
explanation of your duties as a Director of the National is provided in the
Guide entitled “The Role, Duties, Responsibilities and Rights of the Directors
of Category A Company”.  A copy of which
will be supplied separately.


 


A detailed
explanation of your duties as a Director of the UK Companies is provided in the
Guide entitled “The Role, Duties, Responsibilities and Rights of the Directors
of Category B Company (UK version)”.  A
copy of which will be supplied separately.


 


14.2 Disclosure of conflicts and material personal
interests


 


If a conflict of interest arises in relation to a matter that will be
considered by a Board, you must give the other Directors notice of the conflict,
and, if the conflict is a “material (personal) interest” in the matter, you
must not be present while the matter is being considered at a Board meeting or
vote on the matter.


 


Further guidance in relation to conflicts and material personal interests
is given in the Guides referred to above.


 


14.3 Powers


 


The Board has the power to exercise all of the powers
of each Company, other than the powers which the Articles of Association and
the Relevant Statutes require to be exercised by the Company in general
meeting.


 


Decisions of the Board are decided by a majority of
votes of Directors present and entitled to vote.  Each Director has one vote.


 


14.4 Appointment of alternate director


 


If you will be absent from a Board meeting, you may
appoint an alternate to attend the meeting in your place in accordance with the
relevant Articles of Association, including the approval of the Parent Company.


 





















 


15.  Remuneration
and Expenses


 


15.1 Remuneration


 


In consideration of the provision of your services as
a Director of each of the Companies, you shall be paid an annual fee monthly in
cash in arrears by each Company.  These
fees shall initially be set as follows and shall be subject to annual review: -


 


	
  Relevant
  Company/position

  	
   

  	
  Annual Fee (£)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  National Australia Bank Limited (and National
  Equities Limited)

  	
   

  	
  55,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  National Australia Group Europe Limited

  	
   

  	
  55,575

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Clydesdale Bank Plc

  	
   

  	
  45,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Yorkshire Bank Plc

  	
   

  	
  45,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Chairman, European Board Risk Committee

  	
   

  	
  9,425

  	
   

  



 


No additional fees shall be payable for membership of
any board committees, subsidiary directorships or for the assumption of any
other role or work for the Group unless approved by the Compensation Committee
of the Principal Board.


 


Part of the fees payable in relation to National
Australia Bank Limited will be satisfied by superannuation and shares in the
National.  It is a requirement of
legislation applicable to the National that part of the fees are payable by way
of superannuation and this element will be the minimum required under that
legislation from time to time.  The
element represented by shares shall be the minimum determined by the
shareholders of the National from time to time, which is currently 10%.  The actual number of shares will be those
which could otherwise be purchased by you with the net amount of 10% of your
fees following the payment of any relevant income, national insurance or any
other income or payroll-related taxes.


 


Subject to applicable law, financial services may also
be provided by the National to Directors under terms and conditions that would
normally apply to the public. [Clause 13.5 of Board
Charter]


 


Your appointments do not entitle you to participate in
schemes designed to (1) remunerate executives or to receive options,
performance rights, bonuses or other types of performance based remuneration;
or (2) provide retirement benefits, other than the superannuation referred to
above.


 





















 


15.2
Expenses


 


You are entitled to be reimbursed out of the funds of
each Company such reasonable travelling, accommodation and other expenses as
you may incur when travelling to or from Board meetings or Board committee
meetings or when you are otherwise engaged in the business of the relevant
Company.  The National’s policy is that
no more than two Directors should travel by air together at any time.


 


You will be provided with an office, other equipment
and secretarial and IT assistance as reasonably required for the performance of
your duties.


 


15.3 Insurance and indemnity


 


You have the benefit of the indemnity provided to you
in the Articles of Association. This indemnity is broad, however, it does not
provide protection if the National is prohibited from indemnifying you, for
example, where liability is owed to the National. [National’s
Article  21.1]


 


Similar provisions are contained in the Articles of
Association of the UK Companies.


 


On your appointment to the Principal Board, you will
be asked to enter into a Deed of Access, Indemnity and Insurance which mirrors
the protection afforded to you under the National’s Constitution.  That deed also includes an undertaking by the
National to effect and maintain an appropriate Directors’ and Officers’
insurance policy.


 


You may also be protected under the National’s D&O
insurance policy.


 


Details of the indemnity and the National’s D&O
insurance policy are provided in the Guides referred to above.


 


It is important that, if you become aware of any
matter that may give rise to an actual or potential claim, or of any
circumstances that may lead to such a claim, you contact Global Operational
Risk, Insurance & Compliance (Melbourne), as soon as practicable.


 


16.  Induction and
training


 


16.1
Induction


 


(A) The
following applies in relation to your appointment to the Principal Board:


 


The National’s induction program for non-executive
Directors is designed to assist them to participate fully and actively in Board
decision-making from the date of appointment.


 


The program enables appointees to gain an
understanding of:


 


•              the National’s financial,
strategic, operational and risk management position;


 


•              Directors’ rights, duties and
responsibilities; and


 





















 


•              the role of Board committees.


 


The Nominations Committee will review the
effectiveness of the induction program from time to time.  As a new appointee, you are required to
participate in this program.


 


(B)           Details of your induction program for the UK Companies
will be provided to you shortly.


 


16.2 Continuing education


 


The National group is committed to providing its Directors with
opportunities to update and enhance their skills and knowledge.  Directors are regularly provided with updates
from management and external advisers about key developments in the company and
the banking industry.


 


Directors are also entitled to attend external seminars, workshops and
other training programmes that are relevant to their Directorship.  The Companies will reimburse a Director for
any reasonable costs of such additional training.


 


17.  Access to
information


 


17.1 Access to financial records and company
books


 


Under the Relevant Statutes, a Director has certain rights of access to
a company’s books and records.  If you
require any access then please contact the relevant Secretariat.


 


17.2 Access to the Company Secretary


 


The Company Secretary of each company is responsible for ensuring that
Directors have sufficient information to make decisions at meetings of that
company’s Board.


 


Directors have direct access to, and are entitled to request additional
advice, guidance, assistance and information from, the Secretariat in Australia
(in respect of the National) and the United Kingdom (in respect of the UK
companies).


 





















 


17.3 Authority to appoint independent
professional advisers


 


Directors are entitled to seek independent professional advice in
relation to their duties and powers as Directors of the Companies.  Each Company will reimburse its Directors for
all reasonable expenses incurred in obtaining such advice, provided that all
expenses have been approved by the Chairman of the Principal Board (in the case
of all of the Companies) and, where appropriate, a copy of the advice is made
available to the relevant Board.


 


18.
Further guidance and information


 


If you have any further queries about any of your appointments, please
contact a member of the relevant Secretariat.