EXHIBIT
4.13


 


Employment
agreement – Mr Michael J Ullmer


 





















 


PRIVATE & CONFIDENTIAL


 


24 August 2004


 


Mr Michael Ullmer

91 Ocean Avenue

DOUBLE  BAY  NSW 
2028


 


Dear Michael


 


On behalf of
National Australia Bank Limited (the “National”), I am pleased to offer you
employment with the National, 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
(and the Schedule) 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.


 


1              Position, Location and Duties


 


1.1           Your position is Chief
Financial Officer, National Australia Bank Group, reporting to me and located
at 500 Bourke Street, Melbourne.


 


1.2           Your position is at
Executive General Manager level.


 


1.3           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”).


 


1.4           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.


 


1.5           The National may, at its
discretion, make reasonable changes to your 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 such changes are to be commensurate with
your ability, experience and skills and are not to constitute a change in your
position.  Any reasonable change to this
employment agreement by the National will not


 





















 


constitute a
redundancy, and all other terms and conditions of this employment agreement
will apply, unless otherwise specified by the National.


 


1.6           In your position, you will
comply with all lawful and reasonable directions of your manager or any other
person authorised by the National, and you will comply with the National’s
policies and procedures in operational effect and as amended from time to time.


 


1.7           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.


 


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


 


1.9           You must promptly report to
your 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.


 


1.10         You must provide any
information and explanations that your 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 1.8, you may also be required to provide services to any Related
Body Corporate of the National.


 


3              Period
of Employment


 


3.1           This employment agreement,
and your obligations under it, will commence on 1 September 2004 (“Commencement
Date”).


 


3.2           Unless your employment with
the National is terminated earlier in accordance with paragraph 21, the period
of your employment under this employment agreement is for four years from the
Commencement Date and will cease by reason of effluxion of time on 31 August
2008 (the “Completion Date”).


 


3.3           No later than six months
before the Completion Date, the National will review with you the possibility
of extending your employment and this employment agreement for a period of one
year from the Completion Date.


 


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, mandatory employer-funded
superannuation contributions and a packaged benefit, as agreed between you and
the National from time to time using the National’s TEC methodology.  Essentially, TEC is the fixed component of
remuneration, and comprises TRP and employer-funded superannuation.


 


4.3           Your TEC on commencement of
work in your new position is $1,000,000 per annum.


 


4.4           Your TEC is provided in
accordance with the terms of the Management Remuneration Package Guidelines, as
issued and varied by the National in its discretion from time to time.


 


4.5           Your TEC will be reviewed
as at 1 October 2005 and thereafter on an annual basis.


 


4.6           Your TRP is $919,709 per
annum and is comprised of a cash salary and a packaged benefit.  TRP is calculated as TEC minus mandatory
employer-funded superannuation contributions.


 


4.7           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


 


4.8           Your cash salary will be
paid fortnightly in arrears.  As a
National employee, your cash salary will need to be directly credited to a
National bank account.  If you need to
open a National account, please contact your local branch or National Telephone
Banking on 13 22 65.  You will need to
meet the relevant terms and conditions and present the necessary documentation
to meet the 100-point check required by law.


 


Superannuation


 


4.9           The National will arrange
for the Trustee of the National Australia Bank Group Superannuation Fund A (the
“Fund”) to offer you membership of the Fund on terms pursuant to the Trust Deed
and Rules of the Fund.


 


4.10         The National will make annual
superannuation contributions to the Fund on your behalf currently calculated as
9.7% of 90% of your TRP, or where your TRP exceeds the Maximum Earnings Base (“MEB”)
as prescribed by the Federal Government’s Superannuation Guarantee 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 90% 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 90% 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 any applicable
legislation or any change to the National’s superannuation or remuneration
policy.


 


4.11         As your TRP is greater than
the MEB, the difference between 9.7% of 90% of your TRP and the sum of the
amounts referred to in sub-paragraphs 4.10(a) and 4.10(b), will be paid to you
as part of your cash salary.  This amount
is initially $67,805 per annum.


 


4.12         With effect from 1 January
2005, the National will make contributions to the Fund on your behalf
calculated as 9.7% of 100% (in lieu of 90%) of your TRP, or where your TRP
exceeds the MEB, up to 9.7% of the MEB. 
As your TRP is greater than the MEB, the cash amount referred to in
sub-paragraph 4.11 will be recalculated as a result of this change.


 


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 per cent of your TEC, which is, initially, $1,000,000.  STI rewards are not guaranteed, as they are
subject to the achievement of your individual, and the National’s, performance
targets.  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 in options and performance rights under the
National Australia Bank Executive Share Option Plan No2 and the National
Australia Bank Performance Rights Plan. 
The granting of 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 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 options and performance rights that may have
been allocated to you during your employment will be determined in accordance with
the terms of allocation of those options and 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              Commencement Benefits


 


6.1           Within 60 days of the
Commencement Date, and subject to Board approval, you will be granted options
and performance rights under the National Australia Bank Executive Share Option
Plan No2 and the National Australia Bank Performance Rights Plan to the value
of $1,002,250; this equates to 100,000 options and 25,000 performance rights.  The options and performance rights will vest
after three years from the grant date and will be subject to the achievement of
certain performance hurdles within the two-year exercise period.


 


6.2           You will forfeit the
options and performance rights referred to in sub-paragraph 6.1 on your
resigning from the National, on summary termination by the National (refer
sub-paragraph 21.2) or on termination by the National for unsatisfactory
performance (refer sub-paragraphs 21.3 and 21.4).


 


6.3           You will retain the options
and performance rights referred to in sub-paragraph 6.1 on the termination of
your employment with the National due to redundancy (refer sub-paragraphs 21.8
to 21.13 inclusive), death or total and permanent disablement or on the
expiration of this employment agreement, i.e. on the Completion Date.  The exercise of the options and performance
rights will remain subject to the achievement of specific performance hurdles.


 


7              Relocation Expenses


 


7.1           The National will meet
reasonable expenses associated with the relocation of you and your family from
Sydney to Melbourne, in accordance with the terms of the National’s domestic
relocation policy, as approved by the General Manager, Workplace Solutions.


 


8              Annual
Leave


 


8.1           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.


 


8.2           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.


 


8.3           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.


 


9              Long
Service Leave


 


9.1           You are entitled to long
service leave in accordance with the National Australia Bank
Group Award 2002 as replaced and varied from time to time, as it
applies to the National.


 


9.2           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.


 





















 


10            Sick Leave


 


10.1         You are entitled to paid sick
leave under and in accordance with the Award, which currently provides the
following:


 


	
  (a)

  	
  in the first year of employment:

  	
  8 days;

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  in the second year of employment:

  	
  10 days;

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  in the third and each subsequent year of employment:

  	
  12 days.

  



 


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


 


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


 


11            Parental
Leave


 


After 12
months’ continuous service with the National, you are entitled to up to 52
weeks’ unpaid parental leave in accordance with the standard terms and
arrangements applicable to all National employees.


 


12            Other
Benefits


 


12.1         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.


 


12.2         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.


 


13            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 manager.


 


14            Policies


 


14.1         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.


 


14.2         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”.


 


Illegal Drugs and Alcohol


 


14.3         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 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.


 


15            Performance Management Review


 


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


 


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


 


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


 


16            Conduct


 


16.1         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 wilful misconduct in carrying out your duties as
an officer and an employee of the National.


 





















 


16.2         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, or make any untrue or misleading
statement in connection with prospective 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.


 


17            Exclusive Employment


 


17.1         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.


 


17.2         Notwithstanding sub-paragraph
17.1, 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 of corporate governance
determined by the National makes it improper or inappropriate.


 


18            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 18.


 


19            Confidentiality and Your Obligations


 


19.1         You agree that:


 


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


 


19.2         You agree that in your
position, and in your employment with the National generally, you will become
aware of information that is confidential to the National and its Related
Bodies Corporate and of information concerning aspects of the National’s
dealings with its customers.


 


19.3         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.


 


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


 


19.5         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 19.6, your obligations under this paragraph 19 cease.


 


19.6         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.


 


19.7         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.


 


19.8         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.


 


19.9         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 19.8, you
must destroy the Confidential Information and certify in writing to the
National that the Confidential Information has been destroyed.


 


19.10       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.


 


19.11       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.


 





















 


19.12       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.


 


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


 


20            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, 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
(refer paragraph 21).


 


21            Termination of Employment


 


Expiration of the Employment Agreement


 


21.1         Unless this employment
agreement is terminated earlier in accordance with this paragraph 21, this
employment agreement will terminate by reason of effluxion of time on the
Completion Date.


 


Summary Termination


 


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


 


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


 


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


 


(f)            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


 


21.3         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.


 


21.4         The National will not make
any decision to terminate your employment under sub-paragraph 21.3 unless:


 


(a)            the National first informs
you that it has formed a preliminary view to this effect under sub-paragraph
21.3(d); and


 


(b)           you and the Chairman of the
Board meet to discuss the National’s position in respect of sub-paragraphs
21.3(a), 21.3(b) and 21.3(d) and your response.


 


21.5         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


 


21.6         At any time the National may
terminate your employment for any reason (other than for summary termination,
unsatisfactory performance or redundancy) by giving you 52 weeks’ written
notice.


 


21.7         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).


 


21.8         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


 


21.9         The National may terminate
your employment in the case of bona fide
redundancy by giving you six weeks’ notice in writing.


 


21.10       A redundancy occurs where the
National considers that the work being done by you (or a major portion of it)
is no longer required to be done.  This
may be as a result of a reorganisation, changed business practice,
technological change or a downturn in business.


 


21.11       A redundancy does not occur if
the National offers you another position of a similar kind at the same location
as your existing position or at a different location, if that location is
within a reasonable distance of your place of residence.


 


21.12       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).


 


21.13       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.


 


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


 


(a)            a termination payment
equal to 46 weeks’ TEC; or


 


(b)           the redundancy payment
calculated in accordance with “Redundancy, Redeployment and Retrenchment
Agreement” between the National and the Finance Sector Union of Australia (less
any payment in lieu of notice required to be made under that Agreement).


 


Termination by You


 


21.15       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.


 


21.16       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).


 


21.17       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.


 


22            Entitlements
and Obligations Upon Termination


 


22.1         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.


 


22.2         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


 


22.3         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).


 


22.4         For the purposes of
sub-paragraph 22.3, 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 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


 


22.5         You agree that 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 6 months from the date your employment with
the National ceases, 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.


 


Application of Restrictions


 


22.6         Sub-paragraph
22.5 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
22.5 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 22.5 is severable.  If any such resulting sub-paragraph (or any
word or phrase contained in the commencement of sub-paragraph 22.5) 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


 


22.7         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


 


22.8         For the purposes of
sub-paragraph 22.5:


 


“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, except being a holder of a
non-executive office in any business that conducts insurance services and funds
management services);


 


(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.


 


23            Dispute Resolution


 


23.1         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 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.


 


23.2         Subject to completion of the
process set out in sub-paragraph 23.1, 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).


 


23.3         For the purposes of an
arbitration under sub-paragraph 23.2, 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 23.1, the President or Acting President of the
Law Institute of Victoria will appoint an arbitrator on application by either
you or the National.


 


24            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.


 


25            Extent of Contractual Obligations


 


25.1         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.


 


25.2         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 25.1,
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.


 


25.3         This paragraph 25 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.


 


26            Entire Understanding


 


26.1         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.


 


26.2         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.


 


26.3         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.


 


27            Waiver and Exercise of Rights


 


27.1         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.


 


27.2         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.


 


28            Severance


 


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


 


28.2         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 (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.


 


29            Governing Law


 


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


 


30            Definitions


 


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


 


31            Probity Check


 


In accordance
with National policy, the National will require you to be subject to a
probity/police check and to reference checks prior to your commencing work with
the National.  This offer of employment
is conditional upon receipt of a probity/police check and reference checks that
are satisfactory to the National.


 


32            Other Conditions of Employment


 


Subject to
your acceptance of the terms of this employment agreement, the National
requires the following information for its records:


 





















 


(a)            copy of proof of identity
(e.g. certified copy of your Birth Certificate, passport); and


 


(b)           your tax file number.


 


33            Acceptance


 


A copy of this
employment agreement is enclosed for your records.  Would you please sign and return the original
to me 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 28 days of the date of this letter, it will
lapse.


 


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


 


I look forward
to your joining the National.


 


Yours
sincerely


 


 


[Original signed]


 


John Stewart


Managing Director and Chief Executive Officer


National Australia Bank Limited


 


Schedule:


 





















 


ACCEPTANCE


 


I,    MICHAEL
JAMES ULLMER   , acknowledge that I have read and understood
this (Full Name) employment agreement (including the Schedule), 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).


 


 


	
  Signed:

  	
  [Original signed]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  26/8/04

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witnessed
  By:

  	
  [Original signed]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Full
  Name of Witness

  	
  Robert Geoffrey Williams

  
	
  (Please
  Print)

  	
   

  
	
   

  	
   

  
	
  Address
  of Witness

  	
  c/o 27/500 Bourke Street, Melbourne

  



 





















 


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” means
the Board of Directors of National Australia Bank Limited as comprised from
time to time.


 


“Chairman”
means the Chairman of the Board, as appointed from time to time.


 


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


 


“National”
means National Australia Bank Limited and, where applicable, its Related Bodies
Corporate.


 


“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.