EXHIBIT 4.18


 


Employment agreement (August 2005) – Mr Graeme D
Willis (as Group General Manager, Regulatory Affairs)


 





















 


PRIVATE &
CONFIDENTIAL


 


4 August 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, make
changes to your reporting arrangements and duties on giving you reasonable
notice, following consultation with you, and taking into account your career
considerations and personal circumstances. 
Any


 





















 


changes are to be commensurate with your
ability, experience and skills.  Further,
any change must not result in a change in your position.  Any reasonable change of this kind by the
National will not constitute or give rise to a redundancy 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 reasonable 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”)


 


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legislation)
and a packaged benefit, as agreed between you and the National 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
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


 


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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.


 


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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.


 


7.3           You are also eligible to participate in the
National’s retiring allowance and extended leave scheme, as varied from time to
time.


 


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:


 


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


 


(b)           “Sexual Harassment: Off Limits”;


 


(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.


 


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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.


 


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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.


 


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


 


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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 pay and, in certain circumstances, termination of your
employment with the National.


 


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:


 


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(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.


 


19.3         The National will not make any decision to
terminate your employment under sub-paragraph 19.2 unless:


 


(a)            the National first informs you that it has
formed a preliminary view to this effect under sub-paragraph 19.2(d); and


 


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(b)           the Executive General Manager, People and
Culture, first meets with you to discuss the National’s preliminary view in
respect of sub-paragraph 19.2(d) above, and receives and considers any
response by you.


 


19.4         The National agrees that the matters in
sub-paragraphs 19.2(a) to (d) above, will take place over a period of
not less than 26 weeks.


 


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


 


Termination by the National by Giving Notice


 


19.6         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.


 


19.7         The National may, in its discretion:


 


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


 


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


 


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


 


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


 


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


 


Termination Due to Redundancy


 


19.9         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.


 


19.10       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).


 


19.11       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.


 


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19.12       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


 


(b)           the appropriate retrenchment payment
calculated in accordance with Appendix A - Redundancy,
Redeployment and Retrenchment Agreement 2002 of the Enterprise
Agreement, but not to be less than 73.08 weeks TRP.


 


Termination by You - Resignation


 


19.13       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.


 


19.14       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).


 


19.15       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.


 


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,


 


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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 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 17 weeks
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 any notice period under this agreement for a period of 17 weeks 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;


 


13





















 


(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.


 


On your
giving written notice to the National to terminate this employment agreement
pursuant to sub-paragraph 19.13, if the National, in its discretion, retains
you in its service for part or all of the notice period pursuant to
sub-paragraph 19.14(a), sub-paragraph 19.14(b) or sub-paragraph 19.14(c),
or makes payment in lieu of part or all the notice period pursuant to
sub-paragraph 19.14(d), and the National does not provide its prior written
consent pursuant to sub-paragraph 20.5, the National will provide consideration
to you of four weeks’ TEC, which is in addition to the payment made pursuant
sub-paragraph 19.14.


 


Application of Restrictions


 


20.6         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


 


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


 


Interpretation


 


20.8         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;


 


14





















 


(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.


 


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.


 


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.


 


15





















 


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 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.


 


16





















 


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.


 


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


 


	
  /s/ pp
  Arthur Willett

  	
   

  
	
  John Stewart

  
	
  Managing
  Director and Chief Executive Officer

  
	
  National
  Australia Bank Limited

  



 


 


	
  Schedule:

  	
  Definitions

  
	
  Attachment:

  	
  Statement of Corporate Principles

  



 


17





















 


ACCEPTANCE


 


I, Graeme
Willis, acknowledge that I have read and understood this employment agreement
(including
                     (Full Name)

the 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:

  	
  /s/ Graeme
  Willis

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  5th
  August 2005

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnessed
  By:

  	
  /s/
  Gregory Yeaman

  	
   

  
	
   

  	
   

  	
   

  
	
  Full
  Name of Witness

  	
  Gregory
  Allan Yeaman

  	
   

  
	
  (Please
  Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address
  of Witness

  	
   

  	
   

  



 


18





















 


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.


 


19