EXHIBIT 4.8


 


Employment
agreement – Mr Peter A McKinnon


 





















 


	
  22 December 2003

  
	
   

  
	
   

  
	
  Peter McKinnon

  
	
  500 Bourke St

  
	
  Melbourne, Victoria, 3000

  



 


 


Dear Peter


 


National Australia Bank Ltd is pleased to confirm your
employment with us in the Position of Executive General Manager, People Culture
(“your Position”) on the terms and conditions set out in this letter and the
Attachment.


 


Employer


 


Your contract of employment will continue to be with
National Australia Bank Ltd (“us”).  As
our employee, you may be required to provide services to any Related Body
Corporate of the National Australia Bank Ltd as well as to us.  You will remain our employee despite any
alteration to your Position or appointment to another Position in accordance
with these terms and conditions.


 


Position and Duties


 


In your Position, you will be located in Melbourne,
Victoria and will report to the


 


Chief Executive Officer.


 


The duties and responsibilities in your Position have
been discussed with you. You may be required to undertake other duties and
responsibilities from time to time, and your reporting responsibility and/or
Position title may also be altered from time to time. In some circumstances you
may be required to undertake another Position. 
In any other Position, these terms and conditions will continue to
apply.


 





















 


Date of Operation


 


The terms and conditions set out in this letter and
the Attachment, if accepted, will apply to your employment with us from 1
December 2003, and be for a period of three years (“Initial Period”).  The contract may be extended after the
initial period for a further twelve months if mutually agreed.


 


Employment Status


 


During the Initial Period of this agreement your
employment status, unless varied by mutual agreement, will be as follows:


 


Year 1 - Full Time (standard five day work week);


 


Years 2 and 3 – Within the Year 1 period we will
review your employment status with the intention of moving it to a part-time
basis.  Any reduction in employment
status (eg to three days per week) must be by mutual agreement.


 


Any change in your employment status will result in
your entitlements, and your total remuneration package at that time, being
reduced on a pro-rated basis.  That is, a
three day working week would entitle you to three-fifths of your current entitlements
and remuneration.


 


National Australia Bank Group policies


 


You will be required to comply with our policies and
procedures generally, as established and varied from time to time.  Some of those policies and procedures are
referred to in more detail in the Attachment.


 


By accepting this offer, you acknowledge that you have
received the enclosed copies of the following policies prior to acceptance:


 


(a)                                  “Equity in Employment: We’re Committed”;


 


(b)                                 “Sexual Harassment: Off Limits”; and


 


(c)                                   “Code of Conduct: Our Behavioural Guidelines”, and


 


(d)                                  “The National’s Privacy Policy”


 


Remuneration and Other Benefits


 


Your remuneration arrangements including your Total
Employment Compensation and certain other benefits are set out in Section B of
the Attachment.  Your Total Employment
Compensation will not be altered unless you agree, except to the extent that
this agreement permits.


 





















 


Confidentiality and other Duties


 


Section C of the Attachment sets out your obligations
in respect of Confidential Information and Personal Information.  Those obligations continue, even if your
employment with us ceases for any reason.


 


Leave


 


Your leave entitlements and obligations are set out in
Section D of the Attachment.


 


Termination of Employment


 


You may terminate your employment with us by giving us
6 weeks notice in writing.  You may also
terminate your employment with us on other specified grounds which require you
to give us a longer notice period.  We
may terminate your employment upon specified grounds which require notice or
payment in lieu to be given.  In certain
circumstances, including serious misconduct, (for example, disclosure of
Confidential Information or other serious or continuing breaches of your
contract), we may terminate your employment without notice.  In this case you will receive only accrued but
untaken leave entitlements.  Detailed
conditions of termination are set out in Section E of the Attachment.


 


New Agreement


 


This agreement, as set out in this letter and the
Attachment, replaces any present employment agreement you have with us.  Any agreements, understandings or
negotiations in respect of your employment with us cease to have any effect
from the date of this letter.  Further
details on this matter are set out in Section F.8 of the Attachment.


 


Applicable law and other general conditions


 


Your contract of employment arising from acceptance of
this offer will be governed by the law of the State of Victoria.  Other general conditions of the offer of
employment are set out in Section F of the Attachment.


 


Definitions


 


Definitions of the terms used in this letter of offer
and the Attachment are set out in section G of the Attachment.


 





















 


The Attachment


 


The Attachment to this letter forms part of the terms
and conditions of this offer of a contract of employment with us.


 


Letter of Offer, Attachment and Enclosures


 


This letter summarises the terms and conditions of our
offer of employment.  If there is any
inconsistency between this letter and the Enclosures and the Attachment, then
the Enclosures and the Attachment prevail.


 





















 


Acceptance


 


In order for
the terms and conditions set out in this letter and the attachment to have
legal effect, you must sign the duplicate of this letter in the presence of a
witness and return it to me.  If this offer is not accepted within 28 days
after the date of this letter it will lapse.


 


 


	
  Yours sincerely,

  
	
   

  
	
   

  
	
  [Original signed]

  
	
   

  
	
   

  
	
  Frank Cicutto

  
	
  CEO/Managing Director

  



 


 


Enclosures:


 


Attachment


Policies:


 


	
  (a).

  	
  “Equity in Employment: We’re Committed”;

  
	
  (b).

  	
  “Sexual Harassment: Off Limits”;

  
	
  (c)

  	
  “Code of Conduct: Our Behavioural Guidelines”;

  
	
  (d).

  	
  “The National’s Privacy Policy”

  



 


 


I acknowledge having read this letter and
each of its enclosures, and I accept the offer of continuing employment with
National Australia Bank Ltd on the terms set out in this letter and its
enclosures.


 


 


	
  Signed:

  	
   

  	
  [Original signed]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  Twenty second of December                 2003

  	
   

  
	
   

  	
   

  
	
  Witnessed
  By:

  	
  [Original signed]

  	
   

  
	
   

  	
   

  
	
  Full
  Name of Witness

  	
  Rosemary Mould

  	
   

  
	
  (Please
  Print)

  	
   

  
	
   

  	
   

  
	
  Address
  of Witness

  	
  1 Stephen Court Nunawading 3131

  	
   

  



 


 





















 


Contents


 


	
  Section:

  
	
   

  	
   

  
	
  A:

  	
  Position and Work

  
	
  B:

  	
  Remuneration and Benefits

  
	
  C:

  	
  Confidential Information and Related Matters

  
	
  D:

  	
  Leave

  
	
  E:

  	
  Termination of Employment

  
	
  F:

  	
  General Conditions

  
	
  G:

  	
  Definition of Terms.

  
	
   

  	
   

  
	
  Policies:

  
	
   

  	
   

  
	
  1.

  	
  “Equity in Employment: We’re Committed”;

  
	
  2.

  	
  “Sexual Harassment: Off Limits”;

  
	
  3.

  	
  “Code of Conduct: Our Behavioural Guidelines”;

  
	
  4.

  	
  “National’s Privacy Policy”.

  



 





















 


Section A:
Position and Work


 


A.1                             Your Position


 


As set out in your offer of continuing
employment your Position is «JobTitle», «BusinessUnit».


 


A.2                             Duties


 


A.2.1                   Your powers responsibilities and duties


 


You may exercise the powers and
discretions, hold the responsibilities and perform the duties and tasks which:


 


(a)        we determine are appropriate
to your Position; and


 


(b)        are conferred, delegated or
specified to you by us through your Manager (or any other person authorised by
us) from time to time


 


(collectively “the
powers, duties and responsibilities of your Position”).


 


A.2.2      Compliance
with directions


 


You must comply with all lawful and
reasonable directions of your Manager (or any other person authorised by us).


 


A.3                             Changes in your Position and Work


 


A.3.1                   Changes in your Position


 


During your employment by us we may alter, add to or
reduce the powers, duties and/or responsibilities of your Position either:


 


(a)                                  with your agreement; or


 


(b)                                 by a direction from us.


 


We can only give you a direction if it does not
unreasonably alter, add to or reduce the powers, duties and/or responsibilities
of your Position.


 


A.3.2                   Appointment to another Position


 


During your employment by us, we may appoint you to
another Position (“the other Position”):


 


(a)                                  with your agreement; or


 


(b)                                 by a direction in writing from us.


 





















 


We can only give you a direction if the other
Position:


 


(a)                                   is reasonably comparable to your Position, taking into account the
powers, duties and responsibilities of the other Position; and


 


(b)                                  is at the same location as your Position or is at a location within
a reasonable distance of your place of residence.


 


A.3.3      Continuation
of the Agreement


 


The terms of this agreement will continue to apply
even though:


 


(a)                                   the powers, duties and responsibilities of your Position are varied;
or


 


(b)                                  you are appointed to another Position


 


under this agreement.


 


A.3.4      No
material change of circumstances


 


A variation to the powers, duties and/or
responsibilities of your Position, or appointment to another Position, in
accordance with this agreement does not constitute a “material change in
circumstances” for the purpose of Clause E.2.1.


 


A.4                             Performance


 


A.4.1                   Performance of duties


 


You will exercise your powers and perform your duties
and responsibilities in a proper and efficient manner.  Unless you are absent by reason of ill health
or approved leave, you will devote the whole of your time, attention and
abilities, during our normal business hours and otherwise as is reasonably
necessary, to exercising your powers and carrying out your duties and
responsibilities.


 


A.4.2      Other
employment


 


(a)                                   You must not:


 


(i)                                      undertake any other business or profession;


 


(ii)                                   be or become an employee or agent of any other person; or


 


(iii)                                assist or have any interest in any other business or profession.


 


(b)                                  However, despite sub-clause (a):


 


(i)                                      we may agree to you doing any of those things, and we will not
unreasonably refuse to so agree;


 


(ii)                                   you may hold or acquire as a bona fide investment shares or other
securities of any publicly listed company, including any company listed for
quotation on the Australian Stock Exchange Ltd.


 





















 


(c)                                   You may be required to disclose to us any information relevant to
any matter referred to in this clause.


 


A.4.3      Promotion
of our interests


 


You must use your best endeavours to promote and
enhance the Bank’s interests, welfare, business, profitability, growth and
reputation.  You must not intentionally
or negligently do anything which is or may be harmful to those things.


 


A.4.4      Compliance
with our policies


 


In addition to each of your other duties and
responsibilities, you must comply with our policies and procedures, as
determined by us from time to time including, in particular, the following
policies and procedures:


 


(a)                                   Equity in Employment: We’re Committed;


(b)                                  Sexual Harassment: Off Limits;


(c)                                   Code of Conduct: Our Behavioural Guidelines and,


(d)                                  The National’s Privacy Policy


 


You
acknowledge that you have been provided with a copy of each of these policies
and procedures prior to signing this Agreement.


 


A.4.5                   Duties owed


 


In addition to
the duties owed to us as your employer, including but not restricted to clauses
A4.2 and A4.3, Section C and clause F.5 you also owe duties to each Related
Body Corporate of National Australia Bank Limited.


 


A.4.6                   Illegal Drugs and Alcohol


 


You
must not:


 


(a)                                 use
or have in your possession any illegal drugs during working hours;


 


(b)                                  attend 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 and skill that the performance of
those duties requires; or


 


(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 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 law.


 





















 


A.4.7      Occupational Health and Safety


 


You must:


 


(a)                                   assist us in the implementation of any measures taken by us in
respect of occupational health and safety;


 


(b)                                  observe any occupational health and safety policy, procedure,
regulation or rule which applies to us;


 


(c)                                   use all equipment and appliances provided by us to ensure the health
and safety of you, our other employees, our customers and any other persons;


 


(d)                                  generally, comply with any obligation imposed on you under the laws
applicable to occupational health and safety.


 


A.4.8                   Obligations of the Bank


 


We:


 


(a)                                  acknowledge our obligation to provide a safe workplace, under and in
terms of relevant occupational health and safety legislation and common law
duties;


 


(b)                                 acknowledge our obligations under and in terms of relevant Federal
and State industrial and other legislation, applicable to us in our capacity as
your employer, including but not limited to the Workplace
Relations Act 1996; and


 


(c)                                  undertake to use our best endeavours to ensure that all information
provided to you by us, in relation to the terms and conditions of your
employment with us, and your rights and obligations under this agreement is
accurate.


 


A.5          Management Information


 


A.5.1                   Reporting
requirements


 


You must
promptly report to your Manager, or any other person authorised by us, any
information which relates to our business, the exercise of your powers, or the
performance of your duties and responsibilities.  A report must be made in response to a
request and may be made on your own initiative.


 


A.5.2                   Explanations


 


You must
provide any explanations that your Manager, or any other person authorised by
us, requests, where such explanation relates to our business, the exercise of
your powers, or the performance of your duties and responsibilities.


 





















 


Section B:  Remuneration
and Benefits


 


B.1          Total
Employment Compensation


 


You will receive Total Employment
Compensation (TEC) of $«TEC» which is
inclusive of Employer-funded Superannuation.


 


A full explanation of each component of your TEC appears below.


 


B.1.1      Total
Remuneration Package


 


Your Total
Remuneration Package (TRP) includes a Benefit Component that may be taken as
cash.


 


Your TRP is
initially $«TRP» and will be paid
fortnightly in arrears.


 


B.1.2      Benefit Component


 


The Benefit Component of your TRP is initially $«BenefitComponent».


 


The Benefit Component may be taken as cash or non cash
benefits or a combination of both. It includes Fringe Benefits Tax (FBT)
payable by us in connection with the provision of non-cash benefits.


 


B.1.3      Superannuation


 


(a)                                   We will arrange for the Trustee of the National Australia Bank Group
Superannuation Fund (“the Fund”) to offer membership of the Fund to you, on the
terms of the applicable Trust Deed and Rules.


 


(b)                                  The total value of superannuation is calculated as 9.7% of 90% of
your TRP.  This amount is initially $«SuperannuationTotal».  This amount is made up as follows:


 


(i)                                      We will provide 9.0% of 90% of your TRP up to the Maximum Earnings
Base (MEB) as set by the Government each July to the Fund on your behalf.  This amount is initially $«SuperannuationAmount»and will be credited to
your Fund account on a regular basis in line with the pay cycle as a
contribution for, or in respect of, you. 
This amount may be altered by us from time to time, subject to any
applicable legislation.


 


This contribution is in addition to any
salary sacrifice superannuation contribution you nominate as part of your TRP
and any contribution you elect to make to superannuation from post-tax TRP.


 


(ii)                                   $«SuperannuationAllowance»will
be paid to you as cash in the form of a superannuation allowance.


 


(iii)                                We provide on average 0.7% of 90% of your TRP up to the MEB to the
Fund on your behalf to cover the cost of death and disability benefits (on
average 0.5% of 90% of your TRP) and fund administration (on average 0.2% of
90% of your TRP).  This amount may be
altered by us from time to time, subject to any recommendations by the Fund
Actuary or any applicable legislation.


 





















 


B.1.4      Review


 


Your next remuneration review is expected to be during
January «NextReview».  Thereafter we will review your Total
Employment Cost at least once in each 12 months of your employment on such a
basis as we, in our absolute discretion, may determine.  Your effective TEC will not be reduced as a
consequence of a review.


 


B.1.5      Incentive
Plan


 


We have an incentive program which may change from
time to time.  You are entitled to
participate in that program on its terms if:


 


(a)                                   in the Incentive Plan Year under consideration you have worked for
us for at least three months; and


 


(b)                                  you are employed by us at the time any incentive payment relating to
that Incentive Plan Year is made.


 


B.2          Benefits


 


B.2.1      Other benefits


 


In addition to the benefits provided to you under your
Total Employment Compensation:


 


(a)                                   you are eligible to participate in the National Australia Bank Staff
Share Allocation Plan and National Australia Bank Staff Share Ownership Plan on
their terms, as varied from time to time.


 


(b)                                  you will be considered for participation in any offers made under
the National Australia Bank Executive Share Option Plan No.2, in accordance with
the Plan rules as applicable from time to time;


 


(c)                                   you are entitled to participate in other benefits which are normally
provided to staff employed by us at your level.


 


B.2.2      Reimbursement of Expenses


 


Subject to substantiation and approval in accordance
with our guidelines from time to time, we will reimburse you for all expenses
you properly incur in carrying out your responsibilities and duties (including,
but not limited to travelling, accommodation, entertainment and telephone
expenses).


 





















 


Section C:  Confidential
Information, Personal Information and Related Matters


 


C.1          Confidential Information


 


C.1.1      Acknowledgement


 


You acknowledge that the Confidential Information is
solely and exclusively our property.


 


C.1.2      Confidentiality


 


Unless:


 


(a)                                   you are required by us, or our auditors, or by law; or


 


(b)                                  we agree in writing,


 


you
must not:


 


(c)                                   use any Confidential Information; or


 


(d)                                  disclose any Confidential Information to any person,


 


other
than for the purpose of carrying out your powers, duties and responsibilities.


 


C.1.3      Use


 


You must not use any Confidential Information for the
benefit of any person other than us.


 


C.1.4      Confidential
Information in the public domain


 


To the extent that Confidential Information is in the
public domain, subject to clause C.1.5 your obligations under clauses C.1.2 and
C.1.3 cease.


 


C.1.5      Uncertainty


 


If it is uncertain whether:


 


(a)                                   any information is Confidential Information; or


 


(b)                                  any Confidential Information is lawfully within the public domain,


 


such information
is deemed to be Confidential Information and deemed to be not within the public
domain, unless we inform you in writing to the contrary.


 


C.1.6      Security of Confidential Information


 


So far as is
reasonably practicable, you must:


 


(a)                                   maintain proper and secure custody of Confidential Information; and


 


(b)                                  use your best endeavours to prevent the disclosure of Confidential
Information to third parties or the use by them of Confidential Information.


 





















 


C.1.7      Delivery


 


You must immediately deliver all Confidential
Information which is physically capable of delivery to us if:


 


(a)                                   this agreement is terminated; or


 


(b)                                  you are so requested by your Manager or a person authorised by us.


 


C.1.8      Confidential
Information may be destroyed


 


(a)                                   If we request you to do so, instead of delivering the Confidential
Information according to clause C.1.7, you must destroy the Confidential
Information and certify in writing to us that the Confidential Information has
been destroyed.


 


(b)                                  In the case of computer software or other computer data we have
requested you to destroy, you must erase it from magnetic media on which it is
stored such that it cannot be recovered or in any way reconstructed and certify
in writing to us that the Confidential Information has been destroyed.


 


C.1.9      Obligations
relating to Personal Information


 


(a)                                   In relation to any Personal Information which comes to your
knowledge as our employee or while you perform any duties for us, you must
comply with and not cause us to breach:


 


(i)                                      any applicable privacy laws; and


 


(ii)                                   our Privacy Policy (as amended from time to time).


 


(b)                                  To the extent that Confidential Information consists of or includes
Personal Information, you must in addition to the obligations set out generally
in this Section C comply with the obligations set out in sub-clause (a) above.


 


C.1.10    Obligations
to continue


 


Your obligations under this clause:


 


(a)                                   continue after termination of this agreement;


 


(b)                                  are enforceable by us at any time by legal process; and


 


(c)                                   are for our continuing benefit.


 


C.1.11    Obligations
under Corporations Act


 


Your obligations to us pursuant to the Corporations Act are in addition to
your obligations under this agreement.


 





















 


C.2          Non Solicitation Covenant


 


You covenant that whether on your own account or for
any person during your employment and for a period of 12 months after your
employment ceases, you will not solicit or entice (or endeavour to solicit or
entice) from us:


 


(a)                                   any of our officers or employees or any contractors to us, whether
or not that person would commit a breach of any contract by reason of ceasing
to serve or provide services and/or goods to us;


 


(b)                                  the custom of any person who has during the two years prior to the
cessation of your employment been our customer, if that person dealt with the
area of our operations for which you have or have had responsibility in the
period of two years prior to cessation of your employment.


 





















 


Section D:  Leave


 


D.1          Annual Leave


 


(a)                                   You are entitled to 4 weeks paid leave, or other amount as specified
in the Award, for each period of 12 months during your employment or a
proportionate amount of leave for any period of less than 12 months.


 


(b)                                  This leave is in addition to any declared public and Bank holidays
which are normally observed by us.


 


(c)                                   So far as possible, leave will be taken at times mutually agreed to
by you and us.  If this is not possible,
leave is to be taken at such times as we direct.


 


(d)                                  Any accrued but unused portion of annual leave will be paid upon
termination of employment.  Payment will
be calculated on your TRP at the date of termination.


 


D.2          Long
Service Leave


 


D.2.1      You are entitled to long
service leave in accordance with:


 


(a)                                   the National Australia Bank Group Award 2002 as
replaced and varied from time to time, as it applies to the Bank; or


 


(b)                                  our long service leave scheme as varied from time to time,


 


whichever is
the greater.


 


D.2.2                   Any accrued but unused portion of long service leave will be paid on
termination of employment.  Payment will
be calculated on your TRP at the date of termination.


 


D.3          Sick Leave


 


D.3.1                   You are entitled to sick leave under and in accordance with the
Award.


 


D.3.2                   In summary:


 


(a)                                   Under the Award your current sick leave entitlement (which
accumulates to the Award maximum from year to year) is:


 


	
  (i)

  	
  In the first
  year of employment -

  	
  8 days

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
  In the
  second year of employment -

  	
  10 days

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
  Thereafter
  in each year of employment-

  	
  12 days

  



 


D.3.3                   You should refer to the Award for the statement of your entitlements
and the applicable conditions.


 





















 


D.4          Parental Leave


 


D.4.1                   After 12 months continuous service with us you are entitled to
parental leave, on a without remuneration basis, in accordance with:


 


(a)                                   the Award;


 


(b)                                  the Workplace Relations Act 1996;
or


 


(c)                                   Our Parental Leave Policy as varied from time to time,


 


whichever
is the greater.


 


D.4.2                   In summary:


 


(a)                                   Your current basic parental leave entitlement is a period of up to
52 weeks unpaid leave;


 


(b)                                  Upon return to work, following the taking of parental leave, you are
entitled to return to the Position you held prior to the commencement of the
leave.  If that Position no longer
exists, you are entitled to a Position as nearly comparable in status and TEC
to the former Position as is possible.


 


D.4.3                   You should refer to the documents set out in clause D.4.1. for the
statement of your entitlements and the applicable conditions.


 





















 


Section E:  Termination
of Employment


 


E.1          Termination by us


 


We may
terminate your employment in a number of circumstances.  These are set out below.


 


E.1.1       Summary termination


 


We may terminate your employment by giving written
notice to you effective immediately, if you:


 


(a)                                   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)                                  are precluded from taking part in the management of a corporation by
the provisions of Section 91a, 229 or 230 of the Corporations
Act;


 


(c)                                   are convicted of any offence involving fraud or dishonesty or any
other serious offence (except for a traffic offence) which is punishable by
imprisonment (whether you are imprisoned or not);


 


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


 


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


 


(f)                                     are guilty of misconduct of such a kind that it would be
unreasonable to require us to continue your employment during the notice period
required under this Agreement.


 


E.1.2       Termination for unsatisfactory
performance


 


(a)                                   We may terminate your employment by giving you twelve weeks’ notice
in writing if:


 


(i)                                      we have informed you in writing of reasonable standards of
performance in relation to your Position (“the performance standards”);


 


(ii)                                   we have given you a reasonable opportunity to meet the performance
standards;


 


(iii)                                on a reasonable assessment, you have failed to meet the performance
standards;


 


(iv)                               we have informed you in writing that you have not met the
performance standards;


 


(v)                                  we have given you the opportunity to respond to matters of concern
in connection with your performance (unless, in all the circumstances, we could
not reasonably be expected to give you that opportunity); and


 


(vi)                               having considered any response you may make to those matters, we are
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.


 


(b)                                  In our discretion:


 


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


 


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


 


(c)                                   If we make payment in lieu of all or part of the notice period, it
will be calculated on the basis of your Total Remuneration Package.


 


E.1.3       Termination
because of redundancy


 


(a)                                   We may terminate your employment in the case of redundancy by giving
you six weeks’ notice in writing.


 


(b)                                  A redundancy occurs where we consider 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 re-organisation,
changed business practice, technological change or a down turn in business.


 


(c)                                   A redundancy does not occur if we offer another Position to you of a
similar kind at the same location as your Position or at a different location,
if the different location is within a reasonable distance of your place of
residence.


 


(d)                                  In our discretion:


 


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


 


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


 


(e)                                   If we make payment in lieu of all or part of the notice period, it
will be calculated on the basis of your Total Remuneration Package.


 


(f)                                     Upon termination of employment under this clause, we will pay to you
the greater of:


 


(i)                                      a Termination Payment equal to 72
weeks Total Remuneration Package; or


 


(ii)                                   the redundancy payment calculated in accordance with the Redundancy,
Redeployment and Retrenchment Agreement (less any payment in lieu of notice
required to be made under that agreement).


 





















 


E.1.4       Termination
because of changed requirements


 


(a)                                   We may terminate your employment in the case of changed
requirements, by giving you six weeks’ notice in writing.


 


(b)                                  “Changed requirements” means that we have determined that we no
longer wish to retain your services.


 


(c)                                   In our discretion:


 


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


 


(ii)                                   we will make payments in lieu of the whole notice period (or the
unworked balance of the notice period).


 


(d)                                  If we make payment in lieu of all or part of the notice period, it
will be calculated on the basis of your Total Remuneration Package.


 


(e)                                   Upon termination of employment under this Clause, we will pay to you
a termination payment equal to 72 weeks
Total Remuneration Package.


 


E.2          Termination by You


 


You may
terminate your employment in a number of circumstances.  These are set out below.


 


E.2.1       Termination
because of material change of circumstances


 


(a)                                   You may terminate this agreement in the case of a material change of
circumstances by giving us six weeks’ notice in writing.


 


(b)                                  A change in the powers, duties and responsibilities of your
Position, or appointment to another Position, which is not authorised by clause
A.3 is a “material change of circumstances” if, and only if, without your
agreement:


 


(i)                                      we purport to substantially reduce your Total Remuneration Package;


 


(ii)                                   we purport to substantially reduce the powers or responsibilities of
your Position;


 


(iii)                                we purport to substantially diminish the scope of your duties in
your Position; or


 


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


 


(c)                                   In our discretion:


 


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


 





















 


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


 


(d)                                  If we make a payment in lieu of all or part of the notice period, it
will be calculated on the basis of your Total Remuneration Package.


 


(e)                                   Upon termination of employment under this clause, we will pay to you
a termination payment equal to 72 weeks
Total Remuneration Package.


 


(f)                                     If you terminate this agreement, as a result (wholly or in part) of
an event under sub-clause E.2.1.(b)(i), then any payment we make under this
clause E.2.1 shall be calculated on your Total Remuneration Package before the
reduction.


 


E.2.2       Other
termination


 


(a)                                   You may terminate this agreement at any time by giving us not less
than 4 weeks written notice.


 


(b)                                  We may either:


 


(i)                                      retain you in our service for all or part of the notice period; or


 


(ii)                                   pay you an amount equal to your Total Remuneration Package for so
much of the notice period as you are not retained, up to a maximum of 4 weeks.


 


E.3          Entitlements
upon termination


 


(a)                                   In
addition to any other entitlement under this Agreement, on any termination of
this Agreement you are entitled to receive:


 


(i)                                      your Cash Salary and other benefits under this Agreement;


 


(ii)                                   payment of any accrued or untaken annual leave paid on TRP;


 


(iii)                                TRP in lieu of any accrued but untaken long service leave; and


 


(iv)                               any other benefits due to you pursuant to any share plan or other
relevant plan;


 


up to
and including the date of termination.


 


(b)                               If this Agreement terminates due to the effluxion of time, in
addition to the entitlements listed in (a) above, you are entitled to receive:


 


(i)                                    any deferred short-term incentive amounts held on your behalf;


 


(ii)                                 retain any unvested long-term incentive allocations on their
original terms and conditions.  Any vesting
would remain subject to the satisfaction of the original hurdle;


 


(iii)                              any other benefit due to an executive of your level on retirement.


 


(c)            If your employment is terminated because of redundancy (Clause
E.1.3), changed requirements (Clause E.1.4), or material change of
circumstances (Clause E.2.1) we will request the Trustees of the National
Australia Bank Superannuation Fund to pay to you a benefit which will include
the full current value of any Excess Transfer Value which would normally be
vested and credited to your account progressively between the ages of 45 and 50
years.


 





















 


E.4          Reasonableness of provisions and satisfaction of
obligations


 


E.4.1       Acknowledgment


 


You acknowledge:


 


(a)                                   that the terms and conditions of this agreement in respect of termination
of employment (“the terms”) are fair and reasonable, recognising that the
extent and nature of benefits due to you upon termination differ appropriately
accordingly to the reason for termination;


 


(b)                                  that the terms are not harsh, unjust or unconscionable.


 


If we give notice (or pay in lieu of notice) and make
payment of entitlements which arise under this agreement upon termination of
employment on a particular basis we are doing so, and you receive them, in
satisfaction of each of your entitlements under this agreement, the Award
and/or the Enterprise Agreement, in respect of a termination of employment upon
that basis.


 


E.4.2       No compensation


 


If your employment is terminated in accordance with
the express terms of this agreement you are not entitled to claim any
compensation or damages from us in respect of termination.


 


E.5          Return of our Property


 


Upon termination of this agreement you will return
each item of our property (including but not limited to keys, disks, each
vehicle owned or leased by us and computers, access cards) in your possession
or control.


 


E.6          Loans and accounts


 


While you are an employee of the Bank any account you
open which is referred to in the Employee’s Choice booklet (available on the
Bank’s intranet site), as amended from time to time, will be subject to the
benefits and concessions set out in that booklet relevant to that account.  Such benefits and concessions cease upon
termination of your employment with the Bank for any reason, except where
otherwise specified.


 





















 


Section F:  General
Conditions


 


F.1          Governing law


 


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


 


F.2          Relevance of Award and Industrial Agreement


 


(a)                                   You and we acknowledge that, by reason of the Workplace
Relations Act 1996 (“the Act”), the Award and the Enterprise
Agreement apply to your employment.


 


(b)                                  We agree with you that:


 


(i)                                      no provision of the Award or the Enterprise Agreement will be
binding upon us in connection with your employment except in accordance with
the Act;


 


(ii)                                   no provision of the Award or the Enterprise Agreement will be, or be
implied to be, a term of your contract of employment with us,


 


unless
we otherwise agree with you.


 


F.3          Amendment


 


This agreement may only be varied or replaced by a
document signed by us and you.


 


F.4          Waiver and Exercise of rights


 


(a)                                   A single or partial exercise or waiver of a right relating to this
agreement will not prevent any other exercise of that right or the exercise of
any other right.


 


(b)                                  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.


 


F.5          Misrepresentation


 


You must not:


 


(a)                                   at any time intentionally make any untrue statement in relation to
us or in relation to your employment with us, or have made any untrue or
misleading statement in connection with prospective employment with us; or


 


(b)                                  after cessation of employment represent that you are employed by or
connected with us.


 


F.6          Arbitration


 


(a)                                   Any dispute between us and you (other than any claim for equitable
relief) as to:


 


(i)                                      the interpretation of this agreement; or


 





















 


(ii)                                   the rights or obligations of each party arising from our employment
relationship with you,


 


must be submitted to a single arbitrator in accordance
with and subject to the Commercial Arbitration Act
1984 (Victoria).


 


(b)                                  A party must give notice of a dispute to the other party within 21
working days of the dispute arising.


 


(c)                                   For the purposes of an arbitration under this clause, if we do not
agree with you on the appointment of an arbitrator within 14 days of the
notification of dispute by either party to the other, the President or Acting
President of the Law Institute of Victoria will appoint an arbitrator on
application by either you or us.


 


F.7          Rights Cumulative


 


Subject to any express provision in this agreement to
the contrary, the rights of a party under this agreement are cumulative and are
in addition to any other rights of that party.


 


F.8          Entire Understanding


 


F.8.1                      This agreement constitutes the entire agreement of the parties about
its subject matter.  Any previous
agreements, understandings and negotiations on that matter cease to have any
effect.


 


F.8.2                      For the avoidance of doubt, for the purpose of this agreement the
subject matter of this agreement is the terms and conditions of your employment
by us.  Subject to the express terms of
this agreement, this clause is not intended to limit, extend or otherwise vary:


 


(a)                                   any duty imposed upon you or us which arises by operation of law or
by force of legislation; or


 


(b)                                  any term of the agreement implied by law.


 


F.8.3       No oral explanation or
information provided by any party to another will:


 


(a)                                   affect the meaning or interpretation of this agreement, or


 


(b)                                  constitute any collateral agreement, warranty or understanding
between any of the parties.


 


F.9          Severance


 


(a)                                   You and we consider that covenants, obligations and restrictions
contained in this agreement (“the covenants”) are reasonable in all the
circumstances of your employment.


 


(b)                                  Each and every part of the covenants is a severable and independent
covenant.  You agree with us that our
joint intention 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.


 





















 


Section G:  Definition
of Terms


 


In this
Agreement, unless the context otherwise requires:


 


“Accrued but untaken” or “accrued
but unused”, in relation to leave
entitlements, means leave to which you have become entitled upon termination of
employment pursuant to the Award.


 


“Award” means the National Australia Bank
Group Award 2002 as varied or replaced from time to time;


 


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


 


“Commencement Date” means the commencement date set out in your letter of offer.


 


“Confidential Information” means any trade secret, manufacturing process, formulae or other
confidential information relating to the business affairs, accounts, works,
marketing plans, sales plans, prospects, research, management, financing,
products, inventions, designs, processes and any data bases, data surveys,
customer lists, specifications, drawings, records, reports, software or other
documents, material or other information whether in writing or otherwise
concerning the Bank or any of its customers or suppliers to which you gain
access, whether before, during or after your employment.


 


“Employment Period” means the period from the Commencement Date until your employment
is terminated in accordance with this agreement.


 


“Enterprise Agreement” means any industrial agreement binding upon us which 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.


 


“Incentive Plan Year” means the period commencing 1 October in any year until 30
September in the following year.


 


“Manager” means the person holding the Position to which you report in your
Position.


 


“Personal
Information” means information or an opinion
about individuals, including in particular information about our customers
whether true or not and whether recorded in material form or not, whose
identity is apparent or can reasonably be ascertained from that information or opinion.


 


“Position” means:


(a)                                           your position specified in Section A of the Attachment; or


(b)                                          your position as it is varied in accordance with this agreement; or


(c)                                           any other position to which you are appointed in accordance with
this agreement,


as the case may be.


 


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


 





















 


“Redundancy, Redeployment and
Retrenchment Agreement” means the
Redundancy, Redeployment and Retrenchment Agreement entered into between us and
the Finance Sector Union of Australia in 2002, as varied or replaced from time
to time.


 


“Related Body Corporate” has the same meaning as in Section 50 of the Corporations
Act.


 


“Total Employment Compensation” means the amount as specified in Section B of the Attachment where
this amount includes TRP and Employer-funded Superannuation.


 


“Total Remuneration Package” means the amount specified as such in Section B of the Attachment
where a portion of the TRP includes a Benefit Component that may be taken as
cash.


 


“Us” ( or “us”) means National Australia Bank Limited.


 


“We” ( or “we”) means National Australia Bank Limited.


 


“You” ( or “you”) means the person to whom this offer of continuing employment is
addressed.