EXHIBIT
4.39


 


Employment
agreement – Mr Graeme D Willis (as Group General Manager, Regulatory Affairs).


 





















 


	
  PRIVATE & CONFIDENTIAL

  
	
   

  
	
  11
  January 2005

  
	
   

  
	
  Mr
  Graeme Willis

  
	
  National
  Australia Bank Limited

  
	
  500
  Bourke Street

  
	
  MELBOURNE
  VIC 3000

  



 


Dear
Graeme


 


On
behalf of National Australia Bank Limited (the “National”), I am pleased to
offer you the position of Group General Manager Regulatory Affairs, and I look
forward to your acceptance of this offer.


 


The
National provides a challenging and dynamic work environment, and I expect that
it will be possible for you to develop and enhance your capabilities within the
National.  The National values
high-performing, committed employees and seeks leadership qualities from all
levels within the organisation.  I look
forward to your contribution to the opportunities and challenges facing the
National.


 


This
letter (including the Schedule and Attachment) sets out the terms of your
employment, and constitutes your employment agreement with the National
(“employment agreement”).  This
employment agreement replaces all existing and previous agreements,
arrangements, understandings or negotiations between you and the National and
any Related Body Corporate in respect of employment with the National.


 


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


 


1                                         Position and Duties


 


1.1                                 Your position is Group
General Manager Regulatory Affairs reporting to me and located at 500 Bourke
Street, Melbourne.


 


1.2                                 You will exercise the
powers and discretions, hold the responsibilities and perform the duties and
tasks of your position inclusive of those which the National determines are
appropriate to your position or those delegated to you by the National from
time to time (collectively “the powers, duties and responsibilities of your
position”).


 


1.3                                 You will faithfully and
diligently exercise your powers and perform your duties and responsibilities in
a proper and efficient manner and you will manage with integrity and respect
all matters concerning the National’s employees and customers.  Unless you are absent from duty by reason of
ill health or approved leave, you will devote the whole of your time, attention
and abilities, during the National’s normal business hours and otherwise as is
reasonably necessary, to perform the powers, duties and responsibilities of
your position.


 


1.4                                 The National may, at its
discretion, change your position, reporting arrangements, duties and location
on giving you reasonable notice, following consultation with you, and taking
into account your career considerations and personal


 





















 


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


 


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


 


1.6                                  During your employment,
you must use your best endeavours to promote and enhance the National’s
interests, welfare, business, profitability, growth and reputation.  You must not intentionally, recklessly or
negligently do, or omit to do, anything that is or may be harmful to those
things.


 


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


 


1.8                                  You must promptly report
to your line manager, or any other person authorised by the National, any
material information that relates to the business of the National (or of any
Related Body Corporate), the exercise of your powers or the performance of your
duties and responsibilities.


 


1.9                                  You must provide any
information and explanations that your line manager, or any other person
authorised by the National, requests, where such information and explanation
relates to the business of the National (or of any Related Body Corporate), the
exercise of your powers or the performance of your duties and responsibilities.


 


2                                          Employer


 


Your employment agreement will be with the National.  However, as stated in sub-paragraph 1.7, you
may also be required to provide services to any Related Body Corporate of the
National.  You are not and will not
become an employee of any Related Body Corporate by reason of provision of
services to any Related Body Corporate or by reason of holding office as a
director of any Related Body Corporate.


 


3                                          Commencement Date


 


3.1                                  This employment
agreement, and your obligations under it, will commence on 1 December 2004.


 


4                                          Remuneration


 


4.1                                  Your entitlement to
remuneration, as provided for under this employment agreement, will commence on
and from your first day of work in your new position.


 


Total Employment
Compensation (“TEC”)


 


4.2                                  Your annual remuneration
will be provided as a combination of cash salary, superannuation contributions
made by the National as your employer (as prescribed by the Federal
Government’s Superannuation Guarantee (“SG”) legislation) and a packaged
benefit, as agreed between you and the National


 


2





















 


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


 


4.3                                  Your TEC on commencement
of work in your new position is $500,000 per annum.


 


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


 


4.5                                  Your TRP is $455,789 per
annum and is comprised of a cash salary and a packaged benefit.  TRP is calculated as TEC minus
employer-funded superannuation contributions.


 


4.6                                  The packaged benefit may
be provided as cash or non-cash benefits or a combination of both, and will
include any Fringe Benefits Tax payable by the National in connection with the
provision of non-cash benefits.  The
range of non-cash benefits available will be at the discretion of the National
and will be in accordance with the National’s policy, as amended from time to
time.  You are entitled to a packaged
benefit of up to a maximum of 40% of your TRP.


 


Payment of Cash
Salary


 


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


 


Superannuation


 


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


 


4.9                                  The National will
continue to make annual superannuation contributions to the Fund on your behalf
currently calculated as 9.7% of your TRP, or where your TRP exceeds the Maximum
Earnings Base (“MEB”) as prescribed by the SG legislation (currently $128,720
per annum), up to 9.7% of the MEB.  These
contributions are included in your TEC and comprise the following:


 


(a)                                   9.2% of your TRP (or up
to 9.2% of the MEB where your TRP exceeds the MEB).  As your TRP exceeds the MEB, this amount is
initially $11,842 per annum and will be credited to your account in the Fund in
line with the fortnightly pay cycle.  The
National may alter the amount of this contribution from time to time, subject
to any applicable legislation or change to the National’s superannuation or
remuneration policy.  This contribution
is in addition to any salary sacrifice contribution you nominate as part of
your TRP (up to the age-based maximum deductible contribution limits), and any
contribution you elect to make to the Fund from post-tax TRP; and


 


(b)                                  on average, 0.5% of your
TRP (or up to 0.5% of the MEB where your TRP exceeds the MEB) will be
contributed to the Fund on your behalf to cover the costs of death and
disablement benefits (on average 0.4%) and fund administration (on average
0.1%).  As your TRP exceeds the MEB, this
amount is initially $644 per annum and may be altered by the National from time
to time, subject to any recommendations by the Fund Actuary or


 


3





















 


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


 


4.10                            As your TRP is greater
than the MEB, the difference between 9.7% of your TRP and the sum of the
amounts referred to in sub-paragraphs 4.9(a) and 4.9(b) will be paid to you as
part of your cash salary.  This amount is
initially $31,725 per annum.


 


5                                          Short-Term and Long-Term Incentive Performance-Based Plans


 


Short-Term
Incentive Performance-Based Plan (“STI Plan”)


 


5.1                                  In addition to the
benefits provided to you as part of your TEC, you are eligible to participate
in the National’s STI Plan. Your target annual STI reward is 50% of your TEC,
which is, initially, $250,000.  STI rewards
are not guaranteed, as they are subject to the achievement of your individual,
and the National’s, performance targets. 
STI rewards may, at the discretion of the National, be provided in cash
or in deferred National shares or a combination of both.  Any National shares provided as part of the
STI Plan will be subject to particular terms and conditions communicated to you
at the relevant time. The National may, in its discretion, discontinue,
replace, or vary the terms of, the STI Plan at any time.


 


Long-Term Incentive
Performance-Based Plan (“LTI Plan”)


 


5.2                                  In addition to the
benefits provided to you as part of your TEC, you are eligible to participate
in the National’s LTI Plan. Rewards under the LTI Plan are generally provided
as performance options and performance rights under the National Australia Bank
Executive Share Option Plan No2 and the National Australia Bank Performance
Rights Plan respectively.  You will
participate in the LTI program on the same basis as all other executives within
the National.  The granting of
performance options and performance rights is subject to the approval of the
National Board and to your being employed by the National at the time of
grant.  The exercise of performance
options and performance rights is subject to the achievement of specific
performance hurdles.  LTI rewards are not
guaranteed, as they are determined by annual “talent” and “potential”
assessments.  On the termination of your
employment with the National, the retention of any unexercised performance
options and unexercised performance rights that may have been granted to you
during your employment will be determined in accordance with the terms of grant
of those performance options and performance rights under the relevant
plans.  The National may, in its
discretion, discontinue, replace, or vary the terms of, the LTI Plan at any
time.


 


6                                          Annual Leave


 


6.1                                  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.


 


6.2                                  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.


 


6.3                                  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.


 


4





















 


7                                          Long Service Leave


 


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


 


7.2                                  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.


 


8                                          Sick Leave


 


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


 


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


 


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


 


9                                          Parental Leave


 


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


 


10                                   Other Benefits


 


10.1                            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.


 


10.2                            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.


 


11                                   Expenses


 


Subject to substantiation and approval in accordance with the
National’s guidelines from time to time, the National will reimburse you for
all expenses you properly incur in carrying out your responsibilities and
duties including, but not limited to, travel, accommodation, entertainment and
telephone expenses.  Reimbursement of any
expenses is subject to the approval of your line manager.


 


12                                  Policies


 


12.1                            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.


 


12.2                            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”;


 


5





















 


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


 


(d)                                  “National Privacy
Policy”.


 


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


 


Illegal
Drugs and Alcohol


 


12.4                            You must not:


 


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


 


(b)                                  attend the workplace to
carry out the duties of your position under the influence of any alcoholic
beverage or under the influence of any illegal drug.  “Under the influence of any alcoholic
beverage” means that in the reasonable opinion of your line manager, you are
affected by alcohol in such a way that you may not be able:


 


(i)                                      to perform the duties of
your position;


 


(ii)                                   to exercise the level of
judgement, skill and care that the performance of those duties requires;


 


(iii)                                to take reasonable care
for your own safety or the safety of others;


 


(c)                                   drive any vehicle in the
course of your employment:


 


(i)                                      with a blood alcohol
content exceeding that prescribed by the laws of the State or Territory of
Australia in which the vehicle is being driven;


 


(ii)                                   under the influence of
any illegal drug.  “Illegal drug” means a
substance the possession or use of which is prohibited by Federal or State law.


 


13                                  Performance
Management Review


 


13.1                            Generally, in the last
month of each financial year of the National, you and your line manager, or
nominee, will discuss appropriate performance measures and targets for the
forthcoming financial year of the National, with a view to reaching agreement
on the measures of performance and the targets in respect of those measures
that will be used by your line manager or nominee in the assessment of your
performance in your position.


 


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


 


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


 


6





















 


14                                  Conduct
and Compliance


 


14.1                            You agree to act in
accordance with:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14.4                            You must at all times
act honestly and in a manner that is consistent with the status of your
position with the National.  You agree to
indemnify the National against any loss or damage it suffers as a result of any
dishonest act by you, or any serious misconduct in carrying out your duties.


 


14.5                            You must not at any time
intentionally make any untrue statement in relation to the National or in
relation to your employment with the National. 
After the cessation of your employment with the National, you must not
represent that you are employed by or are connected with the National.


 


15                                  Exclusive
Employment


 


15.1                            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.


 


15.2                            Notwithstanding
sub-paragraph 15.1, 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.


 


7





















 


16                                  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 16.


 


17                                  Confidentiality
and Your Obligations


 


17.1                            You agree that:


 


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


 


(b)                                  you are subject to
obligations in relation to Confidential Information by reason of this
employment agreement;


 


(c)                                   you are subject to
obligations in relation to Confidential Information under the common law; and


 


(d)                                  the Corporations Act
places certain obligations on you in respect of use or disclosure of
information.


 


17.2                            Unless you are required
by the National, or the relevant Related Body Corporate, its auditors, or by
law, or the National, or the relevant Related Body Corporate, agrees in
writing, you must not use any Confidential Information or disclose any
Confidential Information to any person other than for the purposes of your
employment with the National.


 


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


 


17.4                            To the extent that
Confidential Information is publicly available (other than by reason of a
breach by you or any other person of obligations owed to the National, or to
the relevant Related Body Corporate, in relation to Confidential Information),
subject to sub-paragraph 17.5, your obligations under this paragraph 17 cease.


 


17.5                            If it is uncertain
whether any information is Confidential Information or any Confidential
Information is publicly available, such information is deemed to be
Confidential Information and deemed not to be publicly available, unless the
National or the relevant Related Body Corporate informs you in writing to the
contrary.


 


8





















 


17.6                            So far as is reasonably
practicable, you must maintain proper and secure custody of Confidential
Information and use your best endeavours to prevent the disclosure of
Confidential Information to third parties or the use by them of Confidential
Information.


 


17.7                            Upon cessation of your
employment or on request by the National, you must immediately deliver to the
National on its behalf, or on behalf of the relevant Related Body Corporate,
all Confidential Information that is physically capable of delivery.


 


17.8                            If the National requests
you to do so on its behalf, or on behalf of any Related Body Corporate, instead
of delivering the Confidential Information as set out in sub-paragraph 17.7,
you must destroy the Confidential Information and certify in writing to the
National that the Confidential Information has been destroyed.


 


17.9                            In relation to any
Personal Information that comes to your knowledge in the course of your
employment with the National, you must comply with and not cause the National
to breach any applicable privacy laws and the National Privacy Policy, as
amended from time to time.


 


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


 


17.11                      Your obligations in relation
to Confidential Information under this employment agreement:


 


(a)                                   continue
after cessation of your employment with the National;


 


(b)                                  are
enforceable by the National (or any Related Body Corporate) at any time by
legal process; and


 


(c)                                   are for the continuing
benefit of the National and of each Related Body Corporate.


 


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


 


18                                  Disciplinary
Action


 


If you fail to comply with any of the provisions of this employment
agreement or with any other performance standards required by the National, or
fail to comply with the National’s policies or procedures, or fail to commit to
and act in accordance with the National’s Corporate principles and behaviours,
the National may take disciplinary action which may include suspension of your
employment with or without pay and, in certain circumstances, termination of
your employment with the National.


 


9





















 


19                                  Termination
of Employment


 


Summary Termination


 


19.1                            At any time, the
National may terminate your employment with immediate effect by giving written
notice to you, if:


 


(a)                                   you become bankrupt or
compound with your creditors (or any of them) or assign your estate for the
benefit of your creditors (or any of them);


 


(b)                                  you are precluded from
taking part in the management of a corporation by a provision of the
Corporations Act;


 


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


 


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


 


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


 


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


 


(g)                                  you are guilty of
misconduct of such a kind that it would be unreasonable to require the National
to continue your employment during the notice period required under this
employment agreement.


 


Termination by the National for Unsatisfactory Performance


 


19.2                            The National may
terminate your employment by giving you six weeks’ notice in writing if:


 


(a)                                   the National has
informed you in writing of reasonable standards of performance in relation to
your position (“the performance standards”) and has given you a reasonable
opportunity to meet the performance standards;


 


(b)                                  on a reasonable
assessment, you have failed to meet the performance standards and the National
has informed you in writing that you have not met the performance standards;


 


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


 


(d)                                  having considered any
response you may make to those matters, the National is satisfied that there is
no adequate reason for your failure to meet the performance standards and no
adequate reason why your employment should not be terminated.


 


10





















 


19.3                            The National may, in its
discretion, require you to work through all (or part only) of the notice period
or it will make payment in lieu of the whole notice period (or the unworked
balance of the notice period).  If the
National makes payment in lieu of all or part of the notice period, it will be
calculated on the basis of your TEC.


 


Termination by the
National by Giving Notice


 


19.4                            At any time the National
may terminate your employment for any reason (other than for summary
termination, unsatisfactory performance or conduct, or redundancy) by giving
you 65 weeks’ written notice.


 


19.5                            The National may, in its
discretion:


 


(a)                                   retain you in its
service and require you to undertake the duties of your position for all (or
part only) of the notice period;


 


(b)                                  direct you to take paid
special leave during part or all of the notice period, during which the
National may direct you not to perform all or part of the duties of your
position and direct you to cease communication with the National’s customers,
suppliers, employees and contractors;


 


(c)                                   in respect of a period
for which payment in lieu is not made, direct you to work for part and to take
paid special leave for part; or


 


(d)                                  make payment in lieu of
the whole notice period (or the balance of the notice period if you have worked
or have been directed to take paid special leave for part of the notice
period).


 


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


 


Termination Due to Redundancy


 


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


 


19.8                            In its discretion:


 


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


 


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


 


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


 


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


 


(a)                                   a termination payment
equal to 59 weeks’ TEC; or


 


11





















 


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


 


Termination by You – Resignation


 


19.11                      You may terminate this
employment agreement at any time by giving the National 13 weeks’ written
notice, or such other period of notice as the National may agree with you in
writing.


 


19.12                      The National may, in its
discretion:


 


(a)                                   retain you in its
service and require you to undertake the duties of your position for all (or
part only) of the notice period;


 


(b)                                  direct you to take paid
special leave during part or all of the notice period, during which the
National may direct you not to perform all or part of the duties of your
position and direct you to cease communication with the National’s customers,
suppliers, employees and contractors;


 


(c)                                   in respect of a period
for which payment in lieu is not made, direct you to work for part and to take
paid special leave for part; or


 


(d)                                  make payment in lieu of
the whole of the notice period (or the balance of the notice period if you have
worked or have been directed to take paid special leave for part of the notice
period).


 


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


 


Termination by You –
Material Change of Circumstances


 


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


 


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


 


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


 


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


 


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


 


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


 


19.16                      In its discretion:


 


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


 


12





















 


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


 


19.17                      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.


 


19.18                      Upon termination of
employment under sub-paragraph 19.15, the National will pay to you a
termination payment equal to 59 weeks’ TEC.


 


19.19                      If you terminate this
agreement, as a result (wholly or in part) of an event under sub-paragraph
19.16(a), then any payment the National makes under sub-paragraph 19.18 will be
calculated on your TEC before the reduction.


 


20                                  Entitlements
and Obligations Upon Termination


 


20.1                            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.


 


20.2                            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


 


20.3                            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).


 


20.4                            For the purposes of
sub-paragraph 20.3, any reference to the officers, employees, and contractors
of the National (or any Related Body Corporate) is limited to those employees
and contractors directly or indirectly interested, engaged or employed by the
National (or by any Related Body Corporate) in any


 


13





















 


business or activity of a like or similar kind to that
in which the National (or any Related Body Corporate) was interested or engaged
during the period of 12 months prior to the cessation of your employment with
the National.


 


Non-Competition
Covenant


 


20.5                            You agree that for a
period of six months from the date your employment with the National ceases
(or, if the National, in its discretion, retains you in its service for part or
all of the notice period pursuant to sub-paragraph 19.12(a), sub-paragraph
19.12(b) or sub-paragraph 19.12(c), or makes payment in lieu of part or all the
notice period pursuant to sub-paragraph 19.12(d), for a period of six months
from the commencement of the notice period), you will not, without the
National’s prior written consent:


 


(a)                                   engage in Restricted
Activities, that is:


 


(i)                                      participation in the
business of providing financial services in competition with the Group;


 


(ii)                                   participation in any
business or activity of a like or similar kind to that in which the Group was
interested or engaged and in respect of which you, in the National’s reasonable
opinion, had substantial knowledge, during the period of 12 months prior the
termination of your employment with the National in respect of that business or
activity;


 


(iii)                                soliciting or enticing,
or endeavour to solicit or entice, from the National, the custom of any person
who during the 12 months prior to the cessation of your employment was a significant
customer of the National;


 


(b)                                  in a Restricted Area,
that is:


 


(i)                                      any State or Territory
of Australia;


 


(ii)                                   any State or Territory
of Australia and any country in which the National, or a Related Body Corporate
is, directly interested or engaged in:


 


(1)                                    the business of
providing financial services;


 


(2)                                    any business or activity
of a like or similar kind to that in which the National, or a Related Body
Corporate, was interested or engaged during the period of 12 months prior to
the termination of your employment with the National, in respect of that
business or activity.


 


20.6                            On your giving written
notice to the National to terminate this employment agreement pursuant to
sub-paragraph 19.11, if the National, in its discretion, retains you in its
service for part or all of the notice period pursuant to sub-paragraph
19.12(a), sub-paragraph 19.12(b) or sub-paragraph 19.12(c), or makes payment in
lieu of part or all the notice period pursuant to sub-paragraph 19.12(d), and
the National does not provide its prior written consent pursuant to


 


14





















 


sub-paragraph 20.5, the National will provide
consideration to you of 13 weeks’ TEC, which is in addition to the payment made
pursuant sub-paragraph 19.12.


 


Application of
Restrictions


 


20.7                            Sub-paragraph 20.5 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 20.5 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
20.5 is severable.  If any such resulting
sub-paragraph (or any word or phrase contained in the commencement of
sub-paragraph 20.5) 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


 


20.8                            You acknowledge and
agree that the terms and conditions of this employment agreement are fair and
reasonable in all the circumstances of your employment with the National,
recognising that the extent and nature of benefits due to you on the
termination of your employment with the National will differ appropriately
according to the reason for termination and that the said terms and conditions
are not harsh, unjust or unconscionable.


 


Interpretation


 


20.9                            For the purposes of
sub-paragraph 20.5:


 


“the business of providing financial services”
includes, but is not limited to, banking services, insurance services and funds
management services;


 


“participation in” means, whether directly or
indirectly, being:


 


(a)                                    interested, engaged or
employed in, or acting at, the senior executive or management level;


 


(b)                                   an officer (including
being the holder of any non-executive office);


 


(c)                                    a senior executive or
managerial employee or agent; or


 


(d)                                   an adviser or consultant
to the board of directors, senior executives or management level employees,


 


of any person, firm or corporation.


 


15





















 


21                                  Dispute
Resolution


 


21.1                            Any dispute between you
and the National (other than a dispute giving rise to a claim for equitable
relief) as to the application or interpretation of this employment agreement or
to the rights or obligations of each party arising from your employment
relationship with the National, will be resolved in accordance with the
following steps:


 


(a)                                   when either you or the
National notifies a dispute in writing to the other party, the dispute will be
discussed between you and your line manager with a view to resolution;


 


(b)                                  if that discussion fails
to resolve the dispute within 14 days of the notice, within a further three
days the dispute will be discussed between you and an authorised representative
of the National with a view to resolution.


 


21.2                            Subject to completion of
the process set out in sub-paragraph 21.1, 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).


 


21.3                            For the purposes of an
arbitration under sub-paragraph 21.2, 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 21.1, the President or Acting President of the
Law Institute of Victoria will appoint an arbitrator on application by either
you or the National.


 


22                                  Variations
to Employment Agreement


 


Variations to this employment agreement may be
necessary for the fair, efficient and effective administration of the
National’s business.  Accordingly, this
employment agreement may be varied by agreement between you and the National.  Your consent to such variation must not be
unreasonably withheld. If your consent is unreasonably withheld, the National
may give you one month’s written notice that such variation will take effect.


 


23                                  Extent
of Contractual Obligations


 


23.1                            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.


 


23.2                            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
23.1, 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.


 


23.3                            This paragraph 23 does
not apply so as to limit or affect the operation of any other provision of this
employment agreement which governs the interpretation of


 


16





















 


this employment agreement or which provides for
severance of any part of this employment agreement.


 


24                                  Entire
Understanding


 


24.1                            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.


 


24.2                            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.


 


24.3                            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.


 


25                                  Waiver
and Exercise of Rights


 


25.1                            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.


 


25.2                            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.


 


26                                  Severance


 


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


 


26.2                            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.


 


17





















 


27                                  Governing
Law


 


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


 


28                                  Definitions


 


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


 


29                                  Acceptance


 


A copy of this employment agreement is enclosed
for your records.  Would you please sign
and return the original to Arthur Willett, General Manager Workplace Solutions
to confirm your acceptance of the terms and conditions of your employment with
the National.  If you do not accept this
offer of employment within 14 days of the date of this letter, it will lapse.


 


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


 


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


 


 


	
  Yours
  sincerely

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [ORIGINAL SIGNED]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  John Stewart

  	
   

  	
   

  
	
  Managing Director and Chief Executive
  Officer

  	
   

  	
   

  
	
  National Australia Bank Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule:

  	
  Definitions

  	
   

  	
   

  
	
  Attachment:

  	
  Statement of Corporate Principles

  	
   

  	
   

  



 


18





















 


ACCEPTANCE


 


	
  I,
  [GRAEME DOUGLAS WILLIS], acknowledge that I have read and understood this employment
  agreement (including the 

  
	
   

  	
  (Full Name)

  	
   

  



Schedule
and Attachment), and I hereby accept the offer of employment with National
Australia Bank Limited on the terms set out in this employment agreement
(including the Schedule and Attachment).


 


 


	
  Signed:

  	
  [ORIGINAL
  SIGNED]

  
	
   

  	
   

  
	
  Date:

  	
  14th
  January 2005

  
	
   

  	
   

  
	
  Witnessed
  By:

  	
  [ORIGINAL
  SIGNED]

  
	
   

  
	
  Full
  Name of Witness

  (Please Print)

  	
  [ROBERT
  GEOFFREY WILLIAMS]

  
	
   

  	
   

  
	
  Address
  of Witness

  	
  [C/-
  27 / 500 BOURKE STREET, MELBOURNE]

  



 


19





















 


SCHEDULE


 


DEFINITIONS


 


In
this employment agreement, unless the context otherwise requires:


 


“Accrued
but unused” or “accrued but untaken” in relation to leave entitlements, means
leave to which you have become entitled upon termination of employment pursuant
to any applicable award of the Australian Industrial Relations Commission or a
statutory provision or this employment agreement.


 


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


 


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


 


“Confidential
Information” means any trade secret or other confidential information relating
to the business affairs, strategy, accounts, business plans, marketing plans,
sales plans, prospects, research, management, financing, products, inventions,
designs, processes and any data bases, data surveys, customer lists, records,
reports, software or other documents, material or other information in any form
concerning the National (and any Related Body Corporate) or any of the
customers or suppliers of the National (or of any Related Body Corporate) to
which you gain access, whether before, during or after your employment with the
National.


 


“Constitution”
means the Constitution of the National Australia Bank Limited (as applicable
from time to time).


 


“Corporations
Act” means the Corporations Act 2001
(Cth) as amended and in force from time to time.


 


“Covenants”
means the covenants, obligations and restrictions contained in this employment
agreement.


 


“Enterprise
Agreement” means any industrial agreement binding upon the National that has
been approved or certified by the Australian Industrial Relations Commission
from time to time, pursuant to the provisions of the Workplace Relations Act 1996, as varied or replaced from
time to time.


 


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


 


“National”
means National Australia Bank Limited.


 


“National
Privacy Policy” means the National Privacy Policy effective 21 December 2001,
as amended from time to time.


 


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


 


“Related
Body Corporate” means Related Body Corporate of the National and, in that case,
has the same meaning as in Section 50 of the Corporations Act.


 


20