EXHIBIT 4.27


 


Deed of
settlement and release – Mr Graeme D Willis


 





















 


National
Australia Bank Limited


ABN 12 004 044
937


 


and


 


Graeme Douglas
Willis


 


 


Terms
of Settlement and Release Agreement


 





















 


	
  THIS
  AGREEMENT is made on 3 November 2005

  



 


PARTIES


 


NATIONAL AUSTRALIA BANK LIMITED


ABN
12 004 044 937


of
24th Floor, 500 Bourke Street, Melbourne, Victoria 3000


(the
“National”)


 


and


 


GRAEME DOUGLAS WILLIS


c/o
24th Floor, 500 Bourke Street, Melbourne, Victoria 3000


(“Mr Willis”).


 


RECITALS


 


A                                       Mr
Willis is currently employed by the National as Group General Manager,
Regulatory Affairs.


 


B                                       Mr
Willis will continue in his position as Group General Manager Regulatory
Affairs until 15 February 2006, at which time his employment with the
National will cease.


 


C                                       This
Agreement supersedes any other agreements, understandings, arrangements or
negotiations between the National and Mr Willis relating to Mr Willis’s
employment, and the termination of his employment, with the National.


 


D                                       The
National denies any liability to Mr Willis.


 


E                                         In
order to avoid the time and costs of any possible proceedings, the parties have
agreed to settle all matters between them on the terms contained in this
Agreement.


 


AGREED TERMS


 


1                                         Definitions and interpretation


 


1.1                               Definitions


 


In
this Agreement, unless the context requires otherwise:


 


“Claims” means actions, suits, proceedings, causes of action,
claims, liabilities, damages, costs and demands.


 


“Confidential Information” means: any trade secrets, 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, meetings, minutes of
meetings, disputes, and all matters relating to any litigation, threatened
litigation, investigations, inquiries, judicial or quasi judicial proceedings,
material or other information whether in writing or otherwise concerning the
National or any of its Subsidiaries or any clients or suppliers to which Mr
Willis gained access, whether before, during or after his employment with the
National.  Where there is any doubt about
whether information is confidential it will be deemed to be confidential
information unless the parties otherwise agree.


 


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


 


“Group” means the National and its Subsidiaries.


 


“Performance Options” means options to acquire or subscribe
for Shares or other securities issued by the National.


 


“Performance Rights” means rights to acquire or subscribe for
Shares or other securities issued by the National.


 


“Shares” means ordinary shares in the capital of the
National.


 


“Subsidiaries” has the meaning given to that term in the
Corporations Act.


 


“Termination Date” means 15 February 2006.


 


“Total Employment Compensation Package” means the fixed
component of Mr Willis’s remuneration (comprising cash salary, packaged
benefits and employer superannuation contributions) of $501,100 per annum
payable by the National as at the date of this Agreement.


 


1.2                               Words and expressions


 


In
this Agreement, unless the context requires otherwise:


 


(a)                                  the
singular includes the plural and vice versa;


 


(b)                                 words
denoting any gender include all genders;


 


(c)                                  where
a word or phrase is defined, its other grammatical forms have a corresponding
meaning;


 


(d)                                 a
reference to a party, clause or annexure is a reference to a party, clause or
annexure to or of this Agreement;


 


(e)                                  a
reference to this Agreement includes any annexures;


 


(f)                                    headings
are for convenience and do not affect interpretation;


 


(g)                                 the
recitals to this Agreement are adopted as and form part of this Agreement;


 


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(h)                                 a
reference to any document or agreement includes a reference to that document or
agreement as amended, novated, supplemented, varied or replaced from time to
time;


 


(i)                                     a
reference to “$” is a reference to Australian currency;


 


(j)                                     a
reference to a party includes its executors, administrators, successors,
substitutes (including persons taking by novation) and permitted assigns;


 


(k)                                  a
reference to writing includes any method of representing words, figures or
symbols in a permanent and visible form;


 


(l)                                     words
and expressions denoting natural persons include bodies corporate,
partnerships, associations, firms, governments and governmental authorities and
agencies and vice versa;


 


(m)                               a
reference to any legislation or to any provision of any legislation includes:


 


(i)                                     any
modification or re-enactment of the legislation;


 


(ii)                                  any
legislative provision substituted for, and all legislation, statutory
instruments and regulations issued under, the legislation or provision; and


 


(iii)                               where
relevant, corresponding legislation in any Australian State or Territory;


 


(n)                                 no
rule of construction applies to the disadvantage of a party because that
party was responsible for the preparation of this Agreement or any part of it;
and


 


(o)                                 the
words “including”, “for example”, “such as” or other similar expressions (in
any form) are not words of limitation.


 


2                                         Role


 


2.1                                 Mr Willis will continue to be employed by the
National until the Termination Date as Group General Manager Regulatory
Affairs, and until that date he will act in good faith as an employee of the
National.


 


2.2                                 The National will continue to provide
appropriate office accommodation and technology support to Mr Willis until the
Termination Date.


 


2.3                                 The National will continue to provide to Mr
Willis until the Termination Date:


 


(a)                                  the
Total Employment Compensation Package; and


 


(b)                                 sick
leave, annual leave and long service leave,


 


he
is eligible to receive as at the date of this Agreement.


 


2.4                                 Mr Willis’s employment with the National will
cease on the Termination Date.


 


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2.5                                 As a consequence of Mr Willis’s termination of
service with the National on the Termination Date, a benefit from the National
Australia Bank Group Superannuation Fund (the “Fund”) in respect of Mr Willis’s
membership of the Fund will be payable by the Fund Plan Trustee in accordance
with the provisions of the Fund’s trust deed and rules.


 


3                                         Obligations to be fulfilled by the National


 


3.1                                 The National will, upon execution of this
Agreement by Mr Willis before the Termination Date:


 


(a)                                  pay
to Mr Willis or on his behalf:


 


(i)                                     a
gross lump-sum redundancy payment of $701,540 within 14 days after the
Termination Date;


 


(ii)                                  an
amount in lieu of accrued and untaken annual leave and long service leave
(calculated up to and including the Termination date with reference to the
Total Employment Compensation Package) within 14 days after the Termination
Date;


 


(iii)                               an
amount equal to the legal and/or tax accounting expenses incurred by him up to
a maximum aggregate amount of $5,000 inclusive of GST in relation to the
matters in the Recitals and to this Agreement, on receipt of invoices from Mr
Willis’s solicitor and/or taxation accountant;


 


(b)                                 pay
to Mr Willis any amount to which he becomes eligible under the National’s
Executive Incentive Plan in respect of the National’s 2004/05 year (i.e. for
the period 1 October 2004 to 30 September 2005 inclusive);


 


(c)                                  allow
Mr Willis to purchase the personal computer, “Blackberry” and mobile phone
provided to him by the National, subject to the removal of any Confidential
Information by the National.  Each item
of the National’s property described in this clause 3.1(c) will be offered
to Mr Willis for purchase at a value determined by the National and, if
purchased, will be maintained at the sole cost of Mr Willis on and from the
Termination Date;


 


(d)                                 the
National will continue to provide home security arrangements for Mr Willis’s
current private residence through until the Termination Date at which time
ownership of that system will transfer into Mr Willis’s name at no cost to
him.  The National will arrange for the
monitoring of Mr Willis’s security system to transfer to a private provider
agreed with Mr Willis.  Mr Willis will
take responsibility for the payment of the monitoring system on and from 16 February 2006;


 


(e)                                  provide
outplacement services at the executive level for Mr Willis in accordance with
the National’s current policy; and


 


(f)                                    provide
a certificate of service to Mr Willis within 14 days after the Termination
Date.


 


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3.2                                 Any amount payable to Mr Willis under clause
3.1(b):


 


(a)                                  will
be based on Mr Willis’s individual performance and the Group’s performance;


 


(b)                                 will
be subject to Mr Willis passing the behaviour and compliance “quality gates”;


 


(c)                                  will
be in accordance with the terms and conditions of the National’s Executive
Incentive Plan;


 


(d)                                 will be paid at the same time that any such payments are
made to other participants under the National’s Executive Incentive Plan.


 


3.3                                 The amounts referred to in clauses 3.1(a)(i) and
3.1(a)(ii), and any payment due to Mr Willis under clause 3.1(b), will be
subject to applicable deductions of taxation as required by law.  For the avoidance of doubt, the payment in
clause 3.1(a)(i) will be taxed as a bona fide
redundancy payment.


 


3.4                                 Mr Willis will receive approval from the
National to retain, following the Termination Date, all Shares, Performance
Options and Performance Rights granted to him under any National employee share
plan, employee performance option plan or employee performance rights plan in
accordance with the specific terms and conditions of the original offer of
those Shares, Performance Options and Performance Rights under the respective
plans.


 


4                                         No admission of liability


 


The
parties agree that this Agreement is not, and must not be interpreted or
construed as, an admission of liability by either party to the other for any matter,
other than as expressly provided in this Agreement.


 


5                                         Obligations to be fulfilled by Mr Willis


 


5.1                                 Subject to clause 6.3, Mr Willis undertakes not
to lodge any applications or make any claim against the National or any of its
Subsidiaries or any of their respective officers, directors or employees
pursuant to any law of the Commonwealth or a State relating to unfair
termination or other related Claims as referred to in clause 6.1 of this
Agreement.


 


5.2                                 Mr Willis undertakes that he will resign from all
boards, committees and other bodies whose membership he holds as a result of
his employment with the National.


 


5.3                                 The provisions of sub-paragraph 20.5 of Mr
Willis’s employment agreement with the National dated 4 August 2005 will
not apply to Mr Willis from the Termination Date.


 


5.4                                 Notwithstanding clause 5.3, and to reasonably
protect the goodwill and Confidential Information of the National, Mr Willis
undertakes that he will not, without the National’s prior written consent,
accept employment or a non-executive directorship with, or be engaged as a
consultant (directly or indirectly by means of a service company, trust,
partnership or interposed entity) by, Commonwealth Bank of Australia Limited,
Westpac Banking Corporation Limited or Australia and New Zealand Banking


 


5





















 


Group Limited (or any of their respective
Subsidiaries), from 15 February 2006 up to and including 15 June 2006.


 


6                                         Release


 


6.1                                 Subject to clause 6.3 and other than in respect
of any Claim:


 


(a)                                  arising
from personal injury arising from his employment with the National;


 


(b)                                 arising
from this Agreement,


 


Mr
Willis releases and forever discharges the National and its Subsidiaries and
their respective past and present officers, employees and directors from all
Claims whatsoever and howsoever arising which Mr Willis now has or may have had
or, but for this Agreement, he could or might have against the National arising
out of the employment of Mr Willis by the National or the termination of that
employment or in the course of or in the termination of any directorships with
Subsidiaries of the National.


 


6.2                                 Without derogation from the provisions of clause
6.1, upon execution of this Agreement Mr Willis shall take all steps necessary
to withdraw and forever stay any proceedings commenced or pending by him
against the National or its Subsidiaries in any Court, Commission or Tribunal
in respect of any Claim which is released and discharged pursuant to clause
6.1.


 


6.3                                 Nothing in clauses 5 or 6.1 shall limit or
affect Mr Willis’s right to prosecute a Claim against the National should it be
discovered at a later date that the National had deliberately defrauded Mr
Willis.


 


6.4                                 Subject to clause 6.6 and other than in respect
of any Claim arising from this Agreement, the National, to the extent permitted
by law, releases and forever discharges and indemnifies Mr Willis from all
actions, suits, proceedings, causes of action, claims, liabilities, damages,
costs and demands whatsoever which any member of the Group has or but for this
Agreement could or might have had against Mr Willis arising out of the
employment of Mr Willis by the National or the termination of that employment
or in the course of or in the termination of any directorship with the Group.


 


6.5                                 Without derogation from the provisions of clause
6.4, upon execution of this Agreement, the National shall take all steps
necessary to withdraw and forever stay any proceedings commenced or pending by
the National against Mr Willis in any Court, Commission or Tribunal in respect
of any Claim which is released and discharged pursuant to clause 6.4.


 


6.6                                 Nothing in clause 6.4 shall limit or affect the
National’s right to prosecute a Claim against Mr Willis should it be discovered
at a later date that Mr Willis had deliberately defrauded the National.


 


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7                                         Confidentiality


 


7.1                                 Until such time as this Agreement is lodged,
furnished or filed with the US Securities and Exchange Commission or Australian
Stock Exchange Limited, and subject to this Agreement, a party to this
Agreement must not disclose to any person whatsoever the terms of this
Agreement including, without limiting the generality of this obligation, the
amounts payable hereunder by the National or the discussions between the
parties leading to the making of this Agreement.


 


7.2                                 A party may disclose the matters referred to in
clause 7.1 as follows:


 


(a)                                  in
the case of Mr Willis to his family;


 


(b)                                 to
the legal and financial advisers of that party;


 


(c)                                  with
the prior written consent of the other party;


 


(d)                                 as
required by law;


 


(e)                                  as
required by any regulatory body including a stock exchange;


 


(f)                                    for
the purpose of enforcing its rights or the other party’s obligations under this
Agreement, or to defend any Claim by the other party against it, in legal
proceedings; or


 


(g)                                 for
the purpose of effecting any rollover of any eligible payments provided in
clause 3 to an approved superannuation fund.


 


7.3                                 Without limiting any express or implied
obligation of confidentiality binding upon Mr Willis under any statute
(including the Corporations Act) or under his contract of employment with the
National or in equity, Mr Willis undertakes that he will not divulge to any
person or use any trade secrets or Confidential Information concerning the
business, financial arrangements or position of the National or any of its
Subsidiaries or any other confidential information belonging to the National or
any of its Subsidiaries except with prior written authority of the National or
where the Confidential Information has come into the public domain through no
fault of Mr Willis or where that disclosure is required by law.


 


7.4                                 Neither party shall disparage the other nor
speak of the other in terms which are likely to be injurious to the commercial
or personal standing of the other.


 


8                                         Public Comment


 


8.1                                 Mr Willis and the National must not make any
statement, or induce anyone else to make any statement (whether written or
oral) about Mr Willis’s employment, the cessation of that employment or any
related matter which:


 


(a)                                  in
respect of Mr Willis is likely to harm his reputation; or


 


(b)                                 in
respect of the National, is likely to harm the reputation of the Group, its
directors, officers or employees,


 


7





















 


unless and to the extent that the
statement is required to be made by law or by a stock exchange.


 


8.2                                 The parties will consult with each other on the
proposed form of any media release or announcement (public, required by law or by
a stock exchange), which may be made about any of the events described in the
Recitals to this Agreement.  The parties
will attempt to agree the form of any such media release of announcement prior
to it being made.  Each party will act
reasonably having regard to the interests and reputation of the other party.


 


9                                         No Representation


 


Mr
Willis agrees not to represent himself, after the Termination Date, as an
officer or employee of the National or as being in any way connected with or
interested in the business of the National other than as the holder of Shares
or Options.


 


10                                  Competency


 


Mr
Willis acknowledges that:


 


(a)                                  he
was given the opportunity to seek independent legal and other advice of his
choice before executing this Agreement;


 


(b)                                 in
light of any advice provided, he considered his position;


 


(c)                                  if
advised by his legal representative, he has been advised as to the terms of
this Agreement;


 


(d)                                 the
effect of this Agreement is fully understood; and


 


(e)                                  the
terms of this Agreement are fair and reasonable.


 


11                                  Entire Agreement


 


Each
party acknowledges and agrees that this Agreement:


 


(a)                                  constitutes
the entire agreement of the parties concerning the resolution of all matters
relating to the employment and termination of Mr Willis’s employment with the
National; and


 


(b)                                 supersedes
all prior agreements, understandings and negotiations in respect of same.


 


12                                  No Representations and Warranties


 


Each
party acknowledges that in entering into this Agreement it has not relied on
any representations or warranties from or by the other party except as
expressly provided by the written terms of this Agreement.


 


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13                                  Transition Arrangements and future assistance


 


13.1                           Subject to clause 13.2, Mr Willis agrees that he
will, if requested by the National or any of its Subsidiaries, both prior to
and subsequent to the Termination Date, for a period up to and including 15 February 2007,
provide such assistance (including by giving statements and evidence) as the
National or the Subsidiary may reasonably require in respect of any court
proceedings or any investigation or enquiry by any relevant regulator in
relation to the National or the Subsidiary.


 


13.2                           The National agrees to pay Mr Willis such
remuneration as may be agreed between the parties, and reimburse Mr Willis for
all reasonable expenses incurred by Mr Willis, in providing the assistance
referred to in clause 13.1 after the Termination Date.  Mr Willis will not be obliged to provide any
assistance pursuant to clause 13.1 until his remuneration for doing so is
agreed.


 


13.3                           National or any of its Subsidiaries will not
request Mr Willis’ assistance unless there is no other person within National
or any of its Subsidiaries able to provide the assistance requested and
provided always:


 


(a)                                  any
request is made on the provision to Mr Willis of reasonable notice; and


 


(b)                                 Mr
Willis is not required to provide assistance if to do so would unreasonably
impede or interfere with his business and/or employment activities or any
pressing personal circumstance.


 


14                                  Directors’ and Officers’ Insurance


 


Nothing
in this Agreement will affect any rights which Mr Willis may have under any
directors and officers insurance in respect of the positions which he has held
as a director or officer of any company in the Group.


 


15                                  National Property


 


Mr
Willis agrees:


 


(a)                                  to
deliver to the National, on or before the Termination Date, all property
belonging to the National, which is in his possession, custody or control
including without limitation all books, documents (including emails), papers,
materials and any other item; and


 


(b)                                 not
to make or retain a copy of any document which is the property of the National
including any computer-based copies.


 


16                                  Severance


 


Part or
all of any provision of this Agreement that is illegal or unenforceable will be
severed from this Agreement and will not affect the continued operation of the
remaining provisions of this Agreement. 
This clause has no effect if the severance alters the basic nature of
this Agreement or is contrary to public policy.


 


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17                                  Variation and Waiver


 


A
provision of this Agreement or a right created under it may not be waived or
varied except in writing, signed by each of the parties or their authorised
representatives.


 


18                                  Inconsistent Agreements


 


If a
provision of this Agreement is inconsistent with a provision of any other
agreement between the parties to this Agreement the provisions of this
Agreement will prevail.


 


19                                  Counterparts


 


This
Agreement may be executed in counterparts. 
All executed counterparts constitute one document.


 


20                                  Governing Law


 


This
Agreement is governed by the law of the State of Victoria.


 


 


EXECUTED
as an AGREEMENT


 


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  SIGNED
  for and on behalf of NATIONAL

  AUSTRALIA BANK LIMITED by its duly

  authorised representative in the presence

  of

  	
  )

  )

  )

  )

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ R.G.
  Williams

  	
   

  	
  /s/ Arthur
  Robert Willett

  	
   

  
	
  Signature of
  witness

  	
   

  	
  Signature of
  authorised representative

  
	
   

  	
   

  	
   

  
	
  Robert Geoffrey
  Williams

  	
   

  	
  Arthur Robert
  Willett

  	
   

  
	
  Name of
  witness (print)

  	
   

  	
  Name of
  representative (print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  General
  Manager Executive Programs

  	
   

  
	
   

  	
   

  	
  Office held

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (By executing
  this Agreement the

  signatory warrants that he is duly

  authorised to execute this Agreement on

  behalf of National Australia Bank Limited)

  



 


	
  SIGNED
  by GRAEME DOUGLAS

  WILLIS in the presence of

  	
  )

  )



  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert
  Geoffrey Williams

  	
   

  	
  /s/ Graeme
  Willis

  	
   

  
	
  Signature of
  witness

  	
   

  	
  Graeme
  Douglas Willis

  
	
   

  	
   

  	
   

  
	
  Robert
  Geoffrey Williams

  	
   

  	
   

  
	
  Name of
  witness (print)