EXHIBIT 4.9


 


Employment agreement – Ms Lynne M Peacock (as General
Manager, Business Development)


 





















 


DATED
29 May 2003


 




 





 


(1)           NATIONAL AUSTRALIA GROUP EUROPE LIMITED


 


 


-and-


 


 


(2)           Lynne Peacock


 




 





 


 


SERVICE AGREEMENT


 





















 


THIS AGREEMENT is made on 29 May 2003


 


BETWEEN:


 


NATIONAL AUSTRALIA GROUP EUROPE LIMITED whose
registered office is situated at 88 Wood Street, London, EC2V 7QQ (“the Company”);


 


and


 


Lynne Peacock (“the Executive”) of The Granary, Kennel
Farm, Chelsham Road, Warlingham, Surrey CR6 9PA.


 


IT IS AGREED as follows:


 


1              APPOINTMENT


 


1.1           The Company shall employ the Executive and the
Executive shall serve the Company as General Manager Business Development (the “Position”)
reporting to the Chief Executive & Chief Operating Officer Europe.


 


2              COMMENCEMENT
AND EMPLOYMENT


 


2.1           The Appointment shall take effect from no later than 1 November 2003 (the “Commencement Date”) and, subject to Clause 14
below, shall continue thereafter until terminated by either party giving
written notice in accordance with Clause 2.2 (the “Employment”).


 


2.2           The Executive will be entitled to notice of
termination from the Company of 6 calendar months and is required to give
notice of termination to the Company of 3 calendar months.


 


2.3           Notwithstanding the terms
of Clause 2.1 and 2.2, the Employment shall automatically terminate when the
Executive reaches age 60.


 


2.4           The Executive’s period of continuous employment will
begin no later than 1 November 2003. 
No previous employment with any other employer shall be treated as continuous
with the Employment.


 


3              DUTIES


 


3.1           The Executive shall be employed in the Position in
which capacity she shall devote all her time, attention and skill to her duties
hereunder and shall faithfully and diligently perform such duties and exercise
such powers consistent therewith as may from time to time be assigned to or
vested in her by the Company.


 


3.2           The Company reserves the right to assign to the
Executive duties of a different nature either additional to or instead of those
referred to in Clause 3.1 above, it being understood that she will not be
assigned duties which she cannot reasonably perform or which would reasonably
involve a reduction in status.


 





















 


3.3           The Executive shall obey the reasonable and lawful
orders of the Company, given by or with the authority of the Company, and shall
comply with all the Company’s rules, regulations, policies and procedures from
time to time in force.


 


3.4           The Executive may be required in pursuance of her
duties to perform services not only for the Company but also for any Group
Company and, without further remuneration (except as otherwise agreed), to
accept any such office or position in any Group Company which is consistent
with her position with the Company, as the Company may from time to time reasonably
require.  The Company may at its sole
discretion assign the Executive’s employment to any Group Company on the same
terms and conditions as set out herein.


 


3.5           The Executive’s normal working hours shall be 9.00am
to 5.00pm Monday to Friday, and such additional hours (without further
remuneration) as are necessary for the proper performance of her duties of
employment (including any such hours which exceed the maximum weekly working
time limit of 48 hours imposed by the Working Time Regulations 1998 or any
re-enactment thereof).


 


4              EXCLUSIVITY OF SERVICE


 


4.1           The Executive shall not (without the prior written
consent of the Company) during the Employment directly or indirectly be
interested in, engage in, be concerned with, or provide services to, any other
person, company, business entity or other organisation whatsoever (whether as
an employee, officer, director, agent, partner, consultant or otherwise)
PROVIDED THAT the Executive may hold up to 5% of any securities in a company
which is quoted on any recognised Stock Exchange.


 


4.2           Subject to any written regulations issued by the
Company which may be applicable to her, the Executive or her Immediate
Relatives shall not be entitled to receive or obtain directly or indirectly any
discount, rebate, commission or other benefit in respect of any business
transacted (whether or not by her) by or on behalf of the Company or any Group
Company and if she, her Immediate Relatives or any company or business entity
in which she is interested, shall directly or indirectly obtain any such
discount, rebate, commission or other benefit she shall forthwith account to
the Company or Group Company for the amount received or value of the benefit so
obtained.


 


4.3           The Executive confirms that she has disclosed fully
to the Company all circumstances in respect of which there is, or there might
be, a conflict of interest between the Company or any Group Company, and the
Executive or her Immediate Relatives, and she agrees to disclose fully to the
Company any such circumstances which may arise during the Employment.


 


5              REMUNERATION


 


5.1           The Company shall pay to the Executive a base salary
of £300,000, payable monthly in arrears by equal instalments.  The Executive’s salary will be reviewed on
1st January each year and the next review will be 1st  January 2004. At this review there is no obligation on
the part of the Company to increase the base salary but it shall not be
decreased.


 


5.2           The Executive shall also be eligible to receive
further remuneration by way of a performance incentive calculated in accordance
with, and subject to, Schedule 1 attached hereto.


 


 





















 


6              EXPENSES


 


The Company shall reimburse to the
Executive (against receipts or other satisfactory evidence) all reasonable
business expenses properly incurred and defrayed by her in the course of the
Employment.


 


7              DEDUCTIONS


 


The Company shall be entitled at any time
during the Employment, or in any event on termination (howsoever arising), to
deduct from the Executive’s remuneration hereunder any monies due from her to
the Company or any Group Company including but not limited to any outstanding
loans, advances, relocation expenses excess holiday and any other monies owed
by her to the Company or any Group Company.


 


8              BENEFITS


 


8.1           The Executive will be eligible for a
range of benefits which are described in Schedule 2.


 


8.2           The Executive will be eligible to participate in the
National Australia Bank Executive Share Option Plan No.2 (“the Option Plan”)
and the National Australia Bank Performance Rights Plan (“the Performance
Rights Plan”) in accordance with the rules of the Option Plan and the
Performance Rights Plan as applicable from time to time. Subject to any legal
or regulatory requirements, including under relevant stock exchange listing
rules, the Company will, in November 2003, procure that National Australia
Bank Limited offers the Executive the right to be granted 50,000 options
under the terms of the Option Plan rules and the right to obtain 12,500 performance rights under the terms of the Performance Rights Plan rules.


 


9              PLACE OF WORK


 


9.1           The Executive’s normal
place of work shall be at the Company’s London head office.


 


9.2           In the performance of his
duties hereunder, the Executive will be required to travel and work both
throughout and outside the United Kingdom and in particular he will be required
to travel to and work in Australia in the course of her employment. The
Executive may be required to work overseas for periods in excess of one month
at any one time.


 


10           SICKNESS BENEFITS


 


10.1         The Company reserves the right to require the
Executive to undergo a medical examination by a doctor or consultant nominated
by it, in which event the Company will bear the cost thereof.


 


10.2         If the Executive is absent from work due
to sickness or injury she shall:


 


(a)           immediately inform the
Company of her sickness or injury;


 


(b)           in respect of a consecutive
period of absence lasting less than 8 days (including weekends), send to the
Company a self-certification form in a format 
stipulated by the Company; and


 


(c)           in respect of any absence
exceeding 7 consecutive days (including weekends), send to the Company a
medical certificate signed by a doctor covering the further consecutive period
of absence.


 





















 


10.3         Subject to the Executive complying with the terms of
Clause 10.2, the Company may, at its sole discretion continue to pay full basic
salary during any period of absence due to sickness or injury for up to a
maximum period of 26 weeks and thereafter a sum equivalent to 50% of basic
salary during any further period of absence due to sickness or injury for up to
a maximum period of 26 weeks unless the Employment is terminated in terms of
Clauses 2.2 or 14.


 


10.4         Payment of the basic salary in terms of
Clause 10.3 shall be made less:


 


(a)           an amount equivalent to any
Statutory Sick Pay payable to the Executive;


 


(b)           any sums which may be
received by the Executive under any permanent health or any other insurance
policy effected by the Company; and


 


(c)           any other benefits to which
the Executive may be entitled hereunder or under any relevant legislation.


 


10.5         Once the Executive has received, at the discretion
of the Company, sick pay under Clause 10.3, the Executive shall have no right
to any benefit or emolument from the Company during any further period of
sickness absence except any remaining entitlement to Statutory Sick Pay.


 


10.6         Where any payments are made
to the Executive under any permanent health insurance scheme or arrangement all
other benefits provided to or in respect of the Executive by the Company will
cease immediately (if they have not done so already) except those benefits for
which the Company received reimbursement in full of the total cost to it of the
benefit, from the insurer under the appropriate scheme or arrangement.


 


11           HOLIDAYS


 


11.1         The Executive shall be entitled to receive her
normal remuneration for all Bank and Public holidays as detailed in the NAG
Employee Handbook and related to base country. She will also be entitled to 30
working days’ holiday in each holiday year (the period from March to end February).  The Executive may only take her holiday at
suitable and convenient times to the Company.


 


11.2         The entitlement to holiday during the first and last
years shall accrue on a pro rata basis for each complete month of service in
the holiday year.


 


11.3         The Company reserves the right, at its sole
discretion, to require the Executive to take any outstanding holiday during any
notice period or to make payment in lieu thereof.


 


11.4         The Company shall, upon
termination of the Employment, make payment in lieu of any outstanding holiday
which has accrued but has not been taken by the Executive.  The Executive will be required to make a
payment to the Company in lieu of any holiday taken in excess of the Executive’s
accrued holiday entitlement at the date of termination of Employment.  Any sums due may be deducted from any money
owing to the Executive.


 


11.5         Holiday entitlement for one holiday year cannot be
taken in subsequent holiday years. 
Failure to take holiday entitlement in the appropriate holiday year will
lead to forfeiture of any accrued holiday not taken, without any right to
payment in lieu thereof.


 





















 


12           PENSION AND DEATH BENEFITS


 


12.1         The Company shall pay annual
contributions to a personal pension scheme nominated by the Executive and
approved under Chapter IV of Part XIV of the Income and Corporation Taxes Act
1998 (the “Scheme”). The Executive shall provide to the Company such
particulars of the Scheme which is to apply for the purposes of this clause and
such other information in relation to the Scheme as the Company may reasonably
require from time to time. The contribution shall be paid to the Scheme on or
about the anniversary of the actual commencement date in each yearof employment
and in respect of part years of employment the Executive shall be entitled to a
pro rata contribution.


 


The Company’s contributions, subject to the
following paragraph, will be an amount equal to 
25% of the Executive’s basic salary. However, this is subject to any
Inland Revenue restrictions from time to time in force on the amount that may
be contributed without tax being charged or other adverse tax consequences.
Inland Revenue restrictions currently specify a maximum annual contribution as
a percentage of  the Executive’s relevant
earnings in respect of the appropriate year of assessment (having regard to any
contributions to the scheme or to any other arrangement paid by the Executive)
(as mentioned in section 640 of the Income and Corporation Taxes Act
1988), and an earnings cap applied as at the date of payment of the
contribution (pursuant to section 640A of the Income and Corporation Taxes
Act 1988).


 


If the amount that can be contributed to
the Scheme in accordance with Inland Revenue restrictions (the “Approved
Contribution”) is less than 25% of the Executive’s basic salary in any
appropriate year of assessment (“the Total Contribution”), the Company shall
pay a sum equal to the difference between the Total Contribution and the
Approved Contribution by way of an additional payment of annual salary in any
appropriate year of assessment. The Company shall not be liable for any tax
liability incurred by the Executive in respect of such payments.


 


12.2         A contracting-out certificate
under the Pension Schemes Act 1993 is not in force in respect of the Employment.


 





















 


13           CONFIDENTIALITY


 


13.1         The Executive shall neither during the Employment
nor at any time after the termination thereof (howsoever arising) directly or
indirectly: -


 


(a)           use for her own purposes or
those of any other person, company, business entity or other organisation
whatsoever; or


 


(b)           disclose to any person,
company, business entity or other organisation whatsoever; or


 


(c)           through any failure to
exercise due care and diligence, cause any unauthorised disclosure of any trade
secrets or confidential information;


 


relating or belonging to the Company or any
Group Company or its financial information and plans, designs, formulae,
product lines, financial and business dealings, research activities, any
document marked ‘Confidential’ or which the Executive is told is ‘Confidential’
or which she might reasonably expect the Company or any Group Company would
regard as ‘Confidential’ or any information which has been given to the Company
or any Group Company in confidence.


 


13.2         Nothing in Clause 13.1 above shall prevent the
Executive from:-


 


(a)           using her own personal
skills and expertise after the termination of her employment with the Company;


 


(b)           using or disclosing such
information for the proper performance of her duties or as authorised by the Company;
or


 


(c)           disclosing such information
if required to do so by a Court or similar authority.


 


13.3         The obligations contained in Clause 13.1 above shall
continue to apply without limitation of time following the termination of the
Employment, howsoever arising, but they shall cease to apply to any information
or knowledge which may subsequently come into the public domain other than by
way of unauthorised disclosure.


 


14           TERMINATION


 


14.1         Notwithstanding Clause 2 above, the Company may
terminate the Employment with immediate effect and without any payment in lieu
of notice if the Executive: -


 


(a)           is guilty of dishonesty or
other gross misconduct (which shall include the following (but is not
exhaustive): -


 


(i)            serious mismanagement of
personal finances;


 


(ii)           concealing errors and
omissions, or attempting to protect others who have done so;


 


(iii)          unlawful discrimination
against any individual or group contravening the Company’s Equal Opportunities
Policy including acts of intimidation, harassment, victimisation, bullying or
assault;


 





















 


(iv)          abuse of the Occupational
Sick Pay Scheme, as defined in that Scheme;


 


(v)           misrepresenting reasons for
absence from work whilst undertaking work, paid or unpaid, for another employer
or person;


 


(vi)          dishonesty whether for
personal gain or for the benefit of any other person; in particular, stealing,
borrowing, misappropriating or converting money, information goods or documents
belonging to the Company or its customers;


 


(vii)         being convicted of a criminal
offence which by its nature detracts from the individual’s suitability to carry
out her duties; or, where the penalty imposed for any offence makes it
impossible or impracticable to continue employment;


 


(viii)        carrying out transactions /
processing on her accounts or accounts belonging to friends or family members,
without the appropriate mandate;


 


(ix)           unauthorised disclosure of
confidential information detrimental to the Company’s interests;


 


(x)            sabotage or vandalism of
Company equipment or buildings; or deliberately damaging the property of
another person whilst in the course of employment;


 


(xi)           provision of the Company’s
products or services when there is reason to suspect that these facilities may
be used for criminal or illegal activity;


 


(xii)          any other misconduct judged
by the Company to be of sufficient seriousness to warrant summary dismissal,

or


 


(b)           or gross incompetence or wilful neglect of duty or, 


 


(c)           if she commits any other serious breach of this Agreement or -


 


(i)            acts in any manner
(whether in the course of performing her duties or otherwise) which is likely
to bring the Executive, the Company or any Group Company into disrepute; or


 


(ii)           is convicted of an
indictable criminal offence; or


 


(iii)          becomes bankrupt, applies
for or has made against her a receiving order, makes any composition with her
creditors or commits an act of bankruptcy; or


 


(iv)          resigns as a director of the
Company or any Group Company (without the Company’s written consent); or


 


(v)           becomes of unsound mind; or


 





















 


(vi)          shall be guilty of
continuing unsatisfactory conduct or performance of her duties, after having
received a written warning from the Company relating to the same.


 


The
above grounds are given by way of illustration only and are not an exhaustive
list of reasons for summary dismissal.


 


14.2         Notwithstanding Clause 2, the Company may
terminate the Employment by giving, in writing, not less than statutory notice,
if the Executive has been prevented by reason of ill health, injury or some
other reason beyond her control, from performing her duties under this
Agreement for a period or periods aggregating at least ninety days in the
preceding period of twenty four consecutive months.


 


14.3         On the termination of the Employment, howsoever
arising, the Executive shall forthwith return to the Company in accordance with
its instructions all correspondence, records, specifications, software, models,
notes, reports and other documents and any copies thereof and any other
property belonging to the Company or any Group Company or any of its or their
clients (including but not limited to the Company’s car, keys, credit cards,
passes) which are in her possession or under her control.


 


14.4         The Company shall be entitled at its sole
discretion:


 


(a)           to terminate the employment
immediately either instead of or at any time after notice of termination being
given (by either the Company or the Executive) and  pay the Executive in lieu of any salary only
(and excluding any bonus, incentive, compensation  in respect of the company car or other
benefits) to which the Executive would have been entitled to during any notice
period outstanding on the last day of Employment; or


 


(b)           to require the Executive
not to attend at work (the “Garden Leave”) and/or not to undertake any work or
duties or to carry out different duties commensurate with her status during any
period of notice (whether given by the Executive or the Company).  For the avoidance of doubt during any period
of Garden Leave the Executive may be required to refrain from contacting any employee
or client of the Company or Group Company and will not be entitled to work for
any other person or business during any Garden Leave.


 


14.5         The termination of the Employment shall be without
prejudice to any right the Company may have in respect of any breach by the
Executive of any of the provisions of this Agreement  which may have occurred prior to such
termination.


 


15           RESTRICTIONS AFTER TERMINATION


 


15.1         Definitions


 


Since the Executive is likely to obtain
confidential information in the course of the Employment and personal knowledge
of and influence over suppliers, customers, clients and employees of the
Company and Group Companies, the Executive hereby agrees with the Company that
in addition to the other terms of this Agreement and without prejudice to the
other restrictions imposed upon her by law, she will be bound by the covenants
and undertakings contained in Clauses 15.2 to 15.5.  In this Clause 15.1, unless the context
otherwise requires:


 





















 


“Critical Employee”
means any person who was a director, employee or consultant of the Company at
any time within the Relevant Period who by reason of that position and in
particular her seniority and expertise or knowledge of confidential information
or knowledge of or influence over the clients, customers or contacts of the
Company is likely to cause damage to the Company if she were to leave the
employment of the Company and become employed by a competitor of the Company;


 


“Customer” means
any person to which the Company distributed, sold or supplied Restricted Goods
or Restricted Services during the Relevant Period and with which, during that
period either the Executive, or any employee under the direct or indirect
supervision of the Executive, had material dealings in the course of employment
with the Company, but always excluding therefrom, any division, segment, branch
or office of such person with which the Executive and/or any such employee had
no dealings during that period;


 


“Prospective Customer”
means any person with which the Company had discussions during the Relevant
Period regarding the possible distribution, sale or supply of Restricted Goods
or Restricted Services and with which during such period the Executive, or any
employee who was under the direct or indirect supervision of the Executive, had
material dealings in the course of employment by the Company, but always
excluding therefrom any segment, division, branch or office of that person with
which the Executive and/or any such employee had no dealings during that
period;


 


“Relevant Period”
means the period of one year immediately preceding the Termination Date;


 


“Restricted Area”
means:


 


(a)           UK and the Republic of
Ireland; and/or


 


(b)           any other country in the
world where, on the Termination Date, the Company dealt in Restricted Goods or
Restricted Services;


 


“Restricted Goods”
means any products by the Company and with which the duties of the Executive
were materially concerned or for which she was responsible during the Relevant
Period, or any products of the same type or materially similar to those
products;


 


“Restricted Period”
means the period of 6 months commencing on the Termination Date;


 


“Restricted Services”
means any services (including but not limited to technical and product support,
technical advice and customer services) supplied by the Company and with which
the duties of the Executive were materially concerned or for which she was
responsible during the Relevant Period, or any services of the same type or
materially similar to those services;


 


“Supplier” means
any supplier, agent, distributor or other person who, during the Relevant
Period was in the habit of dealing with the Company and with which, during that
period, the Executive, or any employee under the direct or indirect supervision
of the Executive, had material dealings in the course of employment with the
Company; and


 


“Termination Date” means the date upon which the Employment terminates.


 





















 


15.2         Restrictive covenants


 


The Executive confirms that, neither during
the Employment nor during the Restricted Period, without the prior written
consent of the Company, whether by herself, through her employees or agents or
otherwise and whether on her own behalf or on behalf of any person, directly or
indirectly, she will not:-


 


(a)           so as to compete with the
Company solicit business from or canvas any Customer or Prospective Customer in
respect of Restricted Goods or Restricted Services;


 


(b)           so as to compete with the
Company accept orders from, act for or have any business dealings with, any
Customer or Prospective Customer in respect of Restricted Goods or Restricted
Services;


 


(c)           so as to compete with the
Company within the Restricted Area, be employed or engaged in an executive
capacity in a  business which is involved
in the business of researching into, developing, manufacturing, distributing,
selling, supplying or otherwise dealing with Restricted Goods or Restricted
Services, if the business is or seeks to be in competition with the
Company.  For the purposes of this sub-clause,
acts done by the Executive outside the Restricted Area shall nonetheless be
deemed to be done within the Restricted Area where their primary purpose is to
distribute, sell, supply or otherwise deal with Restricted Goods or Restricted
Services in the Restricted Area;


 


(d)           solicit or induce or
endeavour to solicit or induce any person who, on the Termination Date, was a
Critical Employee (and with whom the Executive had dealings during the Relevant
Period) to cease working for or providing services to the Company, whether or
not any such person would thereby commit a breach of contract;


 


(e)           employ or otherwise engage
any Critical Employee in the business of researching into, developing,
manufacturing, distributing, selling, supplying or otherwise dealing with
Restricted Goods or Restricted Services if that business is, or seeks to be, in
competition with the Company; or


 


(f)            solicit or induce or
endeavour to solicit or induce any Supplier to cease to deal with the Company
and shall not interfere in any way with any relationship between a Supplier and
the Company.


 


15.3         Application of restrictive covenants to
other Group Companies


 


Clause 15.2 shall also apply as though
references to the “Company”
include references to each Group Company in relation to which the Executive has
in the course of the Employment or by reason of rendering services to or
holding office in such Group Company:-


 


(a)           acquired knowledge of its
trade secrets or confidential information; or


 


(b)           had personal dealings with
its Customers or Prospective Customers; or


 


(c)           supervised directly or
indirectly employees having personal dealings with its Customers or Prospective
Customers,


 





















 


but so that references in Clause 15.1 to
the “Company” shall for this purpose be deemed to be references to the relevant
Group Company.  The obligations
undertaken by the Executive pursuant to this Clause 15.3 shall, with respect to
each Group Company, constitute a separate and distinct covenant and the
invalidity or unenforceability of any such covenant shall not affect the
validity or enforceability of the covenants in favour of any other Group
Company.


 


15.4         Effect of suspension on Restricted Period


 


If the Company exercises its right to
suspend the Executive’s duties and powers under Clause 14.4 after notice of
termination of the Employment has been given, the aggregate of the period of
the suspension and the period after the Termination Date for which the
covenants in this Clause 15 shall apply shall not exceed 9 months and if the
aggregate of the two periods would exceed 9 months, the period after the
Termination Date for which the covenants in this Clause 15 shall apply shall be
reduced accordingly.


 


15.5         Further undertakings


 


The Executive hereby undertakes with the
Company that she will not at any time:-


 


(a)           during the Employment or
after the Termination Date engage in any trade or business or be associated
with any person engaged in any trade or business using the name(s) or
incorporating the word(s) National Australia Group (Europe) Limited/Clydesdale
Bank PLC/Yorkshire Bank PLC/Northern Bank Limited/National Irish Bank Limited;
or


 


(b)           after the Termination Date
represent or otherwise indicate any association or connection with the Company
or any Group Company or for the purpose of carrying on or retaining any
business represent or otherwise indicate any past association with the Company
or any Group Company.


 


15.6         Severance


 


The restrictions in this Clause 15, the
terms of which have been fully explained to the Executive, as the Executive
hereby acknowledges, are separate and severable restrictions and are considered
by the parties to be reasonable in all the circumstances.  It is agreed that if any such restrictions,
by themselves, or taken together, shall be adjudged to go beyond what is
reasonable in all the circumstances for the protection of the legitimate
interests of the Company or a Group Company but would be adjudged reasonable if
some part of it were deleted or the length of time or the geographical coverage
of the restrictions reduced, the relevant restriction or restrictions shall
apply with such deletion(s) or reduction(s) as may be necessary to make it or
them valid and enforceable.


 


16           DIRECTORSHIPS


 


16.1         The Executive shall forthwith resign (without claim
for compensation) from all directorships and other offices she may hold from
time to time with the Company or any Group Company in the event of: -


 


(a)           the termination of her
employment, howsoever arising; or


 


(b)           either the Company or the
Executive serving on the other notice of termination of the Employment; or


 





















 


(c)           the Company exercising its
rights under Clause 14.4(b) above.


 


16.2         In the event of the Executive failing to comply with
her obligations within Clause 16.1 above, she hereby irrevocably
authorises the Company to appoint some person in her name and on her behalf to
sign any documents, and/or do all things necessary or requisite, to give effect
to such resignations as referred to in Clause 16.1 above.


 


17           DISCIPLINARY ISSUES


 


Any disciplinary issues will be dealt with
by the line manager.


 


18           GRIEVANCE


 


If the Executive has any grievance relating
to the Employment, she should raise it with the line manager.


 


19           FSA COMPETENCE REQUIREMENTS


 


19.1         The Executive must comply
with any regulatory and compliance requirements which apply to the Position,
including (but not limited to):


 


(a)           the Code of Conduct for
Dealings in Investments by Directors and Employees;


(b)           the Code of Conduct for
Handling Investment Business for Customers; and


(c)           the Financial Services and
Markets Act 2000 (“FSMA”), all applicable secondary legislation made under the
FSMA and all applicable rules, regulations and guidance of the Financial
Services Authority (“FSA”) and any other statutory body involved in regulation
of the activity carried out by the Executive in the Position or otherwise in
the course of the Employment. [Subject to review in light
of specific duties of the Executive.]


 


The Company may take disciplinary action,
up to and including dismissal, if the Executive does not comply with these
requirements.


 


19.2         The Position is subject to
statutory regulation by the Financial Services Authority (“FSA”).  FSA Regulations require that, in order to
perform the Position, the Executive must be assessed as competent on an ongoing
basis, in line with appropriate criteria. 
If the Executive fails to meet the appropriate standard of competence,
the Company would be in contravention of its obligations under the FSA
Regulations if it permitted the Executive to continue to work in the
Position.  The Company will therefore
take appropriate action to fulfil its regulatory obligations, which may result
in termination of the Employment.


 





















 


19.3         The Company shall provide to
the Executive all reasonable assistance, training, support and access to advice
(at the cost of the Company) in connection with statutory regulatory and
compliance requirements.


 


20           DATA PROTECTION


 


The Executive acknowledges and agrees that
the Company is permitted to hold personal information about the Executive as
part of its personnel and other business records and may use such information
in the course of the Company’s or the Group’s business.  The Executive agrees that the Company may
disclose such information to third parties in the event that such disclosure is
in the Company’s view required for the proper conduct of the Company’s business
or that of any Group Company.  This
Clause applies to information held, used or disclosed in any medium.


 


21           SEVERABILITY


 


The various provisions and sub-provisions
of this Agreement are severable and if any provision or sub-provision or
identifiable part thereof is held to be invalid or unenforceable by any court
of competent jurisdiction then such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining provisions or
sub-provisions or identifiable parts thereof in this Agreement.


 


22           WARRANTY


 


The Executive represents and warrants that
she is not a party to any agreement, arrangement, contract, understanding or
otherwise, which would in any way directly or indirectly restrict or prohibit
her from fully undertaking or performing the duties of the Employment, or any
of them, in accordance with the terms and conditions of this Agreement.


 


23           NOTICES


 


Any notice to be given hereunder may be
delivered, or be sent by first class post addressed, if to the Company, to its
registered office for the time being or, if to the Executive, to her address
stated in the heading of this Agreement or otherwise her address last known to
the Company.  Notices served by post
shall be deemed served on the second business day after the date of
posting.  For the purposes of this
clause, “business day” means a day on which the Company is open for business in
the place both of posting and of address of the notice.


 


24           DEFINITIONS


 


In this Agreement the following words and
expressions shall have the meanings set out below:


 


“Employment”  means the employment of the Executive under this Agreement
or as the contract requires, the duration of the employment;


 


“Group” means
all of the Group Companies;


 


“Group Company”
means the Company, or a company which is from time to time its holding company
or subsidiary of the Company or its holding company and “holding company” and “subsidiary”
shall have the meanings ascribed to them under section 736 Companies Act
1985 (as amended).  Associated employer
has the meaning ascribed to it in section 231 Employment Rights Act 1996;


 





















 


“Immediate Relatives”
shall include husband, wife, common law spouse, partner, children, brothers,
sisters, parents, grandparents, and the aforesaid relatives by marriage.


 


All references in this Agreement to the
termination of the Executive’s employment “howsoever arising” (or such similar
expressions) shall be treated as including but not limited to such termination
by the Executive or the Company (with or without notice), by operation of law,
and whether or not such termination is connected with or results from a
repudiatory breach of this Agreement on the part of the Executive or the
Company.


 


25           NAG EMPLOYEE HANDBOOK


 


The NAG Handbook is not contractual for the
purposes of the Executive’s employment and may be amended from time to time by
the Company at its sole discretion and without giving the Executive prior
warning.  The NAG handbook does not apply
to the Position except as expressly provided for in this Agreement or as the
context requires.


 


26           EQUAL OPPORTUNITIES


 


The Company is committed to a policy of
Equal Opportunities. Details of this Policy together with the Equal
Opportunities Complaints Procedure can be found in the NAG Handbook.


 


27           MISCELLANEOUS


 


27.1         This Agreement cancels and is in substitution for
all previous letters of engagement, agreements and arrangements (whether oral
or in writing) relating to the subject-matter hereof between the Company and
the Executive all of which shall be deemed to have been terminated by mutual
consent.  This Agreement constitutes the
entire Agreement between the parties as to the subject-matter hereof and no
waiver or modification hereof shall be valid unless in writing, signed by the
parties and only to the extent therein set forth.


 


28           GOVERNING LAW


 


This Agreement is governed by and construed
in accordance with English law.


 


[AS WITNESS the hands of a duly authorised officer of
the Company and of the Executive the day and year first before written.]/[IN
WITNESS WHEREOF this Agreement is executed as follows:-]


 


	
  SIGNED by 

  	
   

  	
  )

  
	
  Ross Pinney

  	
  [Original signed]

  	
   

  
	
   

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  For and on behalf of

  	
   

  	
  )

  
	
  National Australia Group Europe Limited

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by the said

  	
   

  	
  )

  
	
  Lynne Peacock

  	
  [Original signed]

  	
  )

  



 





















 


ERP


 


SCHEDULE 1


 


Annual EVA Incentive 


 


The Executive will be eligible to participate in the
Company’s EVA Incentive Plan (“the Incentive Plan”).


 


The first payment under the Incentive Plan will be
prorated in respect of the period from the Commencement Date to 30 September 2004.


 


The Incentive Plan provides for payments as a
percentage of Basic Salary, and reflects the Economic Value Added performance
of the Group and of business units, as well as individual performance.  The target incentive is 80% of base salary.


 


Payments are made following the end of the financial
year to which they apply, and determination of Group, business unit, and
individual performance for that year. No EVA incentive payment will be payable
to the Executive after the date upon which the Company invokes Clause 14.4 of
this agreement.


 





















 


SCHEDULE 2


 


Company Car


 


The Executive shall have the use of a company car
subject to and in accordance with the terms of the Company Car Policy, being a
vehicle appropriate for the Executive’s use in performing his duties hereunder.
The Executive shall be entitled to receive a vehicle equivalent to a monthly
lease value totalling £15,000 per annum.


 


Alternatively, in lieu of the provision by the Company
of a car, the Executive may elect to receive an amount equivalent to the monthly
lease value totalling £15,000 per annum.


 


Full details can be found in the attached copy of the
Policy.


 


National
Partnership Share Plan


 


The Executive will be eligible
to join the Partnership Share Plan provided they are an employee of a participating
Company within the National, have at least 6 months continuous service and are
a UK resident for tax purposes.   Further
details are available in the NAGE Employee Handbook.


 


Medical Cover


 


The Executive and her family shall be entitled to
participate in the Company’s private medical insurance scheme (PPP) subject to
and in accordance with the Scheme rules, with the Company paying 100% of the
annual subscription rate. The Company reserves the right, at its sole
discretion, to change the scheme and the level of benefits provided thereunder.
Further details are available from Human Resources Shared Services
Administration.


 


Discounted Mortgage / Loans


 


The Executive is eligible for a discounted mortgage
and / or loan subject to the rules of the Company from time to time.