EXHIBIT 4.6


 


Employment agreement – Mr John E Hooper (as Executive
General Manager, Institutional Markets & Services)


 





















 


PRIVATE &
CONFIDENTIAL


 


27 September 2005


 


Mr John Hooper


Executive General Manager


Institutional Markets and Services


National Australia Bank Limited


500 Bourke Street


MELBOURNE 
VIC  3000


 


Dear John


 


As you have recently obtained permanent
residency in Australia, on behalf of National Australia Bank Limited (the “National”),
I am pleased to confirm your appointment as Executive General Manager,
Institutional Markets and Services, and I look forward to your acceptance of
the terms and conditions of this employment agreement.


 


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 ongoing contribution
to the opportunities and challenges facing the National.


 


This letter (including the Schedule and
attachments) 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 Executive General Manager, Institutional Markets and Services,
reporting to me and located initially at 500 Bourke Street.


 


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. 
Your annual remuneration reflects the fact that you will perform work
outside of the National’s normal business hours.


 


1.4           The
National may, at its discretion, change your reporting arrangements, duties,
responsibilities and location on giving you not less than one month’s written
notice, following consultation with you, and taking into account your career
considerations and personal circumstances. 
Any changes will be commensurate with your ability, experience and
skills.  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 promptly 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


 


This employment agreement, and your obligations under it, will commence
on 1 July 2005 (“Commencement Date”).


 


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4              Remuneration


 


4.1           Your entitlement to remuneration, as provided for under this
employment agreement, will commence on and from the Commencement Date.


 


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
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           With
effect from the Commencement Date, your TEC is $750,000 per annum.


 


4.4           Your TEC will be reviewed on an annual basis.


 


4.5           Your
TRP is $683,683 per annum and is comprised of a cash salary and a packaged
benefit (“your TRP”).  Your TRP is
calculated as TEC minus employer superannuation contributions and minus the
amount referred to in sub-paragraph 4.11.


 


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 “Australian
Fund”) on terms pursuant to the Trust Deed and Rules of the Australian
Fund.


 


4.9        Notwithstanding sub-paragraph
4.8, as a result of the introduction of the Federal Government’s “Choice of
Funds” legislation, the National provides “unlimited” choice of funds to its
employees.  This means that you may elect
to have the National’s employer superannuation contributions directed to a
complying superannuation fund of your choice. 
The National’s employer superannuation contributions are currently 9.7%
of your TRP, or where your TRP exceeds the Maximum Earnings Base (“MEB”) as
prescribed by the SG legislation (currently $134,880 per annum), up to 9.7% of
the MEB.  If you want the National to
make its employer contributions to a complying superannuation fund of your
choice, i.e. other than to the Australian Fund, you will need to complete a Choice of superannuation fund – Standard choice form, a copy
of which is attached.  Also attached is a
copy of an information sheet regarding the use of that form and which includes
some frequently asked questions about “fund choice”.


 


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4.10      If you do not wish to exercise “fund
choice” (as provided for in sub-paragraph 4.9), the National will continue to
make annual superannuation contributions to the Australian Fund on your
behalf.  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 $12,409 per annum and will be credited to your account in the
Australian 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 contributions 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 Australian 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 Australian 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 $674 per annum and may be
altered by the National from time to time, subject to any recommendations by
the Actuary to the Australian Fund or any applicable legislation or any change
to the National’s superannuation or remuneration policy.


 


4.11         As your TRP is greater than
the MEB, the difference between 9.7% of your TRP and the sum of the amounts
referred to in sub-paragraphs 4.10(a) and 4.10(b), will be paid to you as
part of your cash salary.  This amount is
initially $53,234 per annum.


 


4.12         With effect from the
Commencement Date, your membership of the National Australia Bank UK Retirement
Benefits Plan (the “UK Plan”) will be suspended, and you will no longer be
covered for death and disablement benefits provided in respect of you under the
UK Plan.  While you are employed by the
National, death and disablement benefits will continue to be provided under the
Australian Fund in accordance with the terms of the Australian Fund’s trust
deed and rules.  You will retain deferred
benefits in the UK Plan, which will be calculated with reference to your
pensionable service in the UK Plan and your final pensionable salary as at the
Commencement Date.  Please refer to the
advice that has been provided to you by the administrator of the UK Plan
regarding the treatment of your deferred benefits in the UK Plan for the period
you are employed by the National.  If you
return permanently to the United Kingdom to immediately take up a position with
the National or any subsidiary or associated company of the National (the “employing
entity”), you will be eligible to “re-join” the UK Plan, as it exists at that
time, in accordance with the UK Fund’s trust deed and rules.  The final decision to re-admit you to the UK
Plan will rest with the employing entity, which will not unreasonably withheld
its consent.  Your continuous service
with the National from the Commencement Date to the last day that you are
employed by the National will not be counted as pensionable service for the
purpose of your membership of the UK Plan.


 


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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 130% of your
TEC, which is, initially, $975,000.  STI
rewards are subject to the terms and conditions of the STI Plan in respect of those
rewards at the relevant time.  STI
rewards are not guaranteed, as they are subject to the achievement of your
individual, and the National’s, performance targets and to your passing the
behavioural and compliance “quality gates”. 
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 the particular terms and conditions attached to
those shares 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 currently
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 or veto 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 and are also subject to your passing the
behavioural and compliance “quality gates”. 
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 paid service of less than 12 months, you
will be entitled to a proportionate amount of leave based on four weeks’ paid
annual leave for each completed year of continuous paid service.


 


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 13 weeks’ long service leave after completing 15 years of
continuous service with the National (which includes your continuous service
with the National or any subsidiary or associated company of the National in
the United Kingdom), and a further eight and two-thirds weeks’ leave for each
subsequent ten completed years of continuous service.


 


7.2           On
termination of your employment with the National, any accrued but unused long
service leave to which you may be entitled (in accordance with the standard
terms and arrangements applicable to National employees) will be paid to
you.  Any such 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 in accordance with the standard terms and
arrangements applicable to National employees, which currently provide:


 


	
  (a)

  	
   

  	
  in the first year of employment:

  	
   

  	
  8 days;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  in the second year of employment:

  	
   

  	
  10 days;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  in the third and each subsequent year of employment:

  	
   

  	
  12 days.

  



 


8.2           Notwithstanding
sub-paragraph 8.1, your unused sick leave balance as at the Commencement Date
will be calculated in accordance with the National’s “Localisation”
policy.  That policy provides that the
above accrual rates will be applied to your continuous service with the
National or any subsidiary or associated company of the National in the United
Kingdom (of which you were an employee) up to the Commencement Date, from which
will be deducted any sick leave you have taken during the term of your “Local
Plus” assignment with the National up to the Commencement Date.  On each anniversary of the Commencement Date,
your unused sick leave balance will, subject to sub-paragraph 8.3, be credited
with 12 days.


 


8.3           Any
unused sick leave accumulates from year to year up to the maximum accrual
applicable to National employees.


 


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


 


9              Parental
Leave


 


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


 


10            Other
Benefits


 


10.1         Subject
to approval by the National, 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.


 


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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 do not form part of this
employment agreement unless otherwise specified.


 


12.2         By
accepting this employment offer, you acknowledge that, prior to signing this
employment agreement, you have received copies of, and have read and
understood, the following policies:


 


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


 


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


 


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


 


(b)           “IMS
General Code of Conduct”; and


 


(c)            “National
Privacy Policy”.


 


12.3         The
policies referred to in sub-paragraph 12.2, together with other 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;


 


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(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.


 


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 corporate compliance standards, as stated in the attached Statement of Compliance Standards;


 


(c)            the
National’s corporate code of conduct, as stated in the Code of
Conduct: Our Behavioural Guidelines;


 


(d)           the
National’s “Institutional Markets and Services” code of conduct, as stated in
the attached IMS General Code of Conduct (and
as stated on the National’s intranet site, on which you are also required to
register your agreement);


 


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


 


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


 


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


 


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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, or make any
untrue or misleading statement in connection with prospective employment with
the National.  After the cessation of
your employment with the National, you must not represent that you are employed
by or are connected with the National.


 


15            Exclusive
Employment


 


15.1         During
your employment by the National, you must not, without the National’s prior
written consent (which will not be unreasonably withheld):


 


(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.


 


15.3         By way
of example, the National will generally not withhold consent for you to become
a director or officer of a family company, or a small private company that is
not in competition with the National, provided this does not impede your
obligations under sub-paragraph 1.3 of this employment agreement.


 


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;


 


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(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 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.


 


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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 or
compliance standards, the National may take appropriate disciplinary action,
which may include, but is not limited to, suspension (on pay), demotion,
transfer to alternative duties or 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:


 


(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 or any other law;


 


(c)            you
engage in 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);


 


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(e)            you
engage in serious misconduct as defined at common law, including conduct that
causes serious risk to, or adversely impacts on, the reputation, viability or
profitability of the National’s business;


 


(f)            you
commit a serious or persistent breach or non-observance of this employment
agreement, including the National’s policies and procedures;


 


(g)           you
knowingly fail to comply with an obligation imposed upon you under any law or
industrial instrument that pertains to your employment with the National; or


 


(h)           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 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 or redundancy) by giving you 52 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;


 


12





















 


(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
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 46 weeks’ pay calculated on the basis of your TEC;
or


 


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


 


Termination by You


 


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;


 


13





















 


(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.


 


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 your TEC (refer paragraph 6);


 


(c)            if
applicable, an amount in lieu of accrued but untaken long service leave
calculated on the basis of your TEC (refer paragraph 7);


 


(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, disks and copies of
any National documents whether Confidential Information or not) 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 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 with whom you have had dealings during your
employment with 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


 


14





















 


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 with whom you have had
dealings during your employment with 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 sub-paragraph
20.5, the National will provide consideration to you of 13 weeks’


 


15





















 


pay
calculated on the basis of your TEC, which is in addition to the payment made
pursuant to 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.


 


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:


 


16





















 


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 has
not been resolved, the dispute will then be referred to the Chairman of the
Board or their delegate.  The
determination of the Chairman of the Board or their delegate will be final.


 


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 any industrial
instrument pertaining to your employment with the National.


 


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


 


17





















 


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


 


(d)           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.


 


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.


 


18





















 


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 Executive Programs, Level 27, 500 Bourke
Street, Melbourne, 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 21 days of the date of this
letter, it will lapse.


 


 


John, please do not hesitate to contact me or, in my
absence, 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

  	
   

  
	
  Attachments:

  	
  Statement of Corporate Principles

  	
   

  
	
   

  	
  Statement of Compliance Standards

  	
   

  
	
   

  	
  IMS General Code of Conduct

  	
   

  



 


19





















 


ACCEPTANCE


 


I,
John Hooper, acknowledge that I have read and understood this employment
agreement (including the Schedule and attachments), 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 attachments).


 


 


	
  Signed:

  	
  /s/
  John Hooper

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  30th
  September 2005

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnessed
  By:

  	
  /s/
  Bruce T. Richards

  	
   

  
	
   

  	
   

  	
   

  
	
  Full
  Name of Witness

  	
  Bruce
  T. Richards

  	
   

  
	
  (Please
  Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address
  of Witness

  	
   

  	
   

  



 


20





















 


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 industrial instrument pertaining
to your employment with the National or a statutory provision or this employment
agreement.


 


“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.


 


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


 


“Material Information” means any information of which
you have become aware, either during the course of your employment with the
National or in a personal capacity, and which may impact on the National’s
interests, welfare, business, profitability, growth or reputation.


 


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


 


21