National Australia Bank Limited (NABZY) 20-F 2004 FY Annual report (foreign)

EXHIBIT 4.15

Deed of settlement and release and Deed of indemnity – Mr Michael T Laing

Date: 11 October 2004

Terms of Settlement

And

Release Agreement

Michael Laing

(“Mr Laing”)

and

National Australia Bank Limited

ABN 12004044937

(“National”)

TERMS of SETTLEMENT and RELEASE AGREEMENT

Date:11 October 2004

Parties:NATIONAL AUSTRALIA BANK LIMITED (ABN 12004044937) of 24th Floor, 500 Bourke Street Melbourne 3000 (“the National”); and

Michael Laing of C/- Herbert Geer & Rundle, Level 21, 385 Bourke Street, Melbourne 3000 (“Mr Laing”)

Recitals:

A.Mr Laing was originally employed by the National Group in New Zealand from 13 January 1987 though until September 2000. Thereafter Mr Laing was employed by the National Group in Australia from September 2000. At that time it was agreed by the parties that in the event of redundancy from the National Mr Laing would have his New Zealand service recognised. In February 2002. Mr Laing was appointed to the position of Group Executive General Manager, Corporate Development.

B.Pursuant to clause E.1.3 of the Executive Service Agreement between Mr Laing and the National, his position has been made redundant and his contract of employment with the National terminated on 30 September 2004 (“the termination date”).

C.The National denies any liability to Mr Laing.

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

Governing Law:

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

Operative Provisions:

1Obligations to be fulfilled by the National

1.1The National will pay to Mr Laing a gross lump sum redundancy payment of $918,259.01.

1.2In addition, the National will:

1.2.1pay the following to Mr Laing within 21 days of the termination date:

1.2.1.1an amount in lieu of accrued and untaken annual leave and long service leave as at the termination date (calculated with reference to Mr Laing’s total employment compensation package) – a total of $199,031.82 (gross);

1.2.1.2$117,499 being a deferred incentive payment due to Mr Laing for the 2002/03 Plan Year;

1.2.2pay for outplacement services at the executive level for Mr Laing;

1.2.3transfer to Mr Laing’s ownership the mobile telephone and number currently provided to him;

1.2.4pay for or reimburse Mr Laing for legal expenses (up to a maximum of $6,000 [plus GST]) incurred by Mr Laing in relation to this Agreement;

1.2.5provide a certificate of service to Mr Laing within 14 days of the termination date; and

1.2.6allow Mr Laing to have any existing concessional lending with the National continue for a 9 month period following the termination date.

1.3The amounts in paragraphs 1.1, 1.2.1.1 and 1.2.1.2 shall be subject to applicable deductions of taxation as required by law.

1.4If the National make payments under the Group EVA Performance Incentive Plan for 2003/2004 Mr Laing will be considered for such a payment in accordance with the Performance Incentive Plan guidelines for retrenched employees. Should any incentive be paid, it will be payable based upon the length of service during the plan year and overall performance rating for the year, together with Group EVA performance results. This payment will be made at the same time that such payments are made to other participants in the Performance Incentive Plan.

1.5The National will continue to provide home security arrangements for Mr Laing’s private residence through until 31 December 2004 at which time ownership of that system will transfer into Mr Laing’s name with no cost to him. The National will arrange for the monitoring of Mr Laing’s security system to transfer to a private provider agreed with Mr Laing. Mr Laing will take responsibility for payment of the monitoring system from 1 January 2005;

1.6Mr Laing is entitled to retain all Executive Performance Options and Rights in the capital of the National granted to him under the National’s Executive Options Program.

1.7The National will provide to Mr Laing a deed of indemnity in the form of Appendix 1 and, in any event, by executing this Agreement it indemnifies Mr Laing against claims described in that appendix and Annexure A to that appendix.

2No admission of liability

2.1The parties agree that this Agreement must not be interpreted as an admission by the National of liability to Mr Laing for any matter, other than as expressly provided in this Agreement.

3Obligations to be fulfilled by Mr Laing

3.1Mr Laing undertakes not to lodge any applications or make any claim against the National or any of its officers, directors or employees pursuant to any law of the Commonwealth or a State relating to unfair termination or other related claims as referred to in clause 4 of this Agreement.

3.2Mr Laing agrees that he will resign from all boards, committees and other bodies whose membership he holds as a result of his employment with the National.

4Release

4.1Subject to clause 4.2, Mr Laing hereby RELEASES AND FOREVER DISCHARGES the National, which expressions shall include all past and present officers, employees and directors from all actions, suits, proceedings, causes of action, claims, liabilities costs and demands whatsoever and howsoever arising which Mr Laing now has or may have had save for any rights arising from personal injury arising under the Accident Compensation Act 1985 (Vic)or, but for this Agreement, he could or might have against the National arising out of the employment of Mr Laing by the National or the termination of that employment. Not withstanding the generality of the foregoing, upon execution of this Agreement Mr Laing shall take all steps necessary to withdraw and forever stay any proceedings commenced or pending against the National in any Court, Commission or Tribunal.

4.2Clause 4.1 does not apply to any salary and other remuneration which Mr Laing is entitled to receive from the National for the period from execution of this Agreement through until the termination date.

4.3The National hereby RELEASES AND FOREVER DISCHARGES Mr Laing from all actions, suits, proceedings, causes of action, claims, liabilities, damages, costs and demands whatsoever which the National has or which but for this Agreement, the National could or might have had against Mr Laing arising out of the employment of Mr Laing by the National or the termination of that employment save for the right to issue proceedings should it be discovered at a later date that Mr Laing had deliberately defrauded the National.

5Confidentiality

5.1Subject to this Agreement, a party to this Agreement must not disclose to any person whatsoever the terms of this Agreement including, without limiting the generality of this obligation, the amounts payable hereunder by the National or the discussions between the parties leading to the making of this Agreement.

5.2A party may disclose information within this clause as follows:

5.2.1in the case of Mr Laing to his family;

5.2.2to the legal and financial advisers of that party;

5.2.3with the prior written consent of the other party;

5.2.4as required by law;

5.2.5as required by any regulatory body including a stock exchange;

5.2.6for the purpose of enforcing this Agreement in legal proceedings;

5.2.7for the purpose of effecting any rollover of the payments provided in clause 1.1 of this Agreement to an approved superannuation fund.

5.3Without limiting any express or implied obligation of confidentiality upon him under any statute (including the Corporations Act 2001) or under his contract of employment with the National, Mr Laing undertakes that he will not divulge to any person or use any trade secrets or confidential information concerning the business, financial arrangements or position of the National or any other confidential information belonging to the National except with prior written authority of the National.

5.4So that there can be no misunderstanding confidential information means: any trade secrets, process, formulae or other confidential information relating to the business affairs, accounts, works, marketing plans, sales plans, prospects, research, management, financing, products, inventions, designs, processes and any data bases, data surveys, customer lists, specifications, drawings, records, reports, software or other documents, material, meetings, minutes of meetings, disputes, and all matters relating to any litigation, threatened litigation, investigations, inquiries, judicial or quasi judicial proceedings or other information whether in writing or otherwise concerning the National or any clients or suppliers to which Mr Laing gained access, whether before, during or after his employment. Where there is any doubt about whether information is confidential it should be deemed to be confidential information.

5.5Neither party shall disparage the other nor speak of the other in the terms which are likely to be injurious to the commercial or personal standing of the other.

6Public Comment

6.1Mr Laing and the National must not make any statement, or induce anyone else to make any statement (whether written or oral) about Mr Laing’s employment, the cessation of that employment or any related matter which:

6.1.2in respect of Mr Laing is likely to harm his reputation; or

6.1.3in respect of the National, is likely to harm the reputation of the National, its directors, officers or employees

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

7No Representation

7.1After the termination date Mr Laing agrees not to represent himself as an officer or employee of the National or as being in any way connected with or interested in the business of the National.

8Competency

8.1Mr Laing acknowledges that:

8.1.1he was given the opportunity to seek independent legal and other advice of his choice before executing this Agreement;

8.1.2in light of any advice provide, he considered his position;

8.1.3if advised by his legal representative, he has been advised as to the terms of this Agreement

8.1.4the effect of this Agreement is fully understood; and

8.1.5the terms of this Agreement are fair and reasonable.

9Entire Agreement

9.1Mr Laing acknowledges and agrees that this Agreement:

9.1.1Constitutes the entire agreement of the parties concerning the resolution of all matters relating to the employment and termination of Mr Laing’s employment

9.1.2Supersedes all prior agreements, understandings and negotiations in respect of same.

10No Representations and Warranties

10.1Mr Laing acknowledges that in entering this Agreement he has not relied on any representations or warranties except as expressly provided by the written terms of this Agreement.

11Transition Arrangements and future assistance

11.1To ensure a smooth transition, Mr Laing agrees to co-operate fully with any requests made by the National for the provision of information and other assistance concerning the business, affairs or customers of the National.

11.2Mr Laing agrees that he will both prior to and subsequent to the termination date, if requested by the National or any subsidiary of the National, provide such assistance (including by giving statements and evidence) as the National or the subsidiary may reasonably require in respect of any court proceedings or any investigation or enquiry by any relevant regulator in relation to the National or the subsidiary.

11.3The National agrees to pay Mr Laing such remuneration as may be agreed between the parties, and reimburse Mr Laing for all reasonable expenses incurred by Mr Laing, in providing the assistance referred to in clause 11.2.

12National Property

12.1Mr Laing agrees:

12.1.1on or before the termination date to deliver to the National all property belonging to the National which is in his possession, custody or control including without limitation all books, documents (including emails), papers, materials and any other item; and

12.1.2not to make or retain a copy of any document which is the property of the National, including any computer-based copies.

13Severance

13.1If the whole or any part of this Agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.

14Variation and Waiver

14.1A provision of this Agreement or a right created under it may not be waived or varied except in writing, signed by each of the parties or their authorised representatives

15Inconsistent Agreements

15.1If a provision of this Agreement is inconsistent with a provision of any other agreement between the parties to this Agreement the provisions of this Agreement prevail.

16Counterparts

16.1This Agreement may be executed in counterparts.  All executed counterparts constitute one document.

EXECUTED as an agreement

Execution Page

Signed for and on behalf of	}
National Australia Bank Limited	}
this 11 October 2004	}	[Original signed]
in the presence of:	}
[Original signed]
Signature of Witness	Signature of authorised representative
JIM YOUNG	Executive General Manager, People & Culture
Name of witness	Office held
Level 27, 500 BOURKE ST MELBOURNE 3000
Address of witness
BANK OFFICER
Occupation of witness
Signed by the said	}
Michael Laing	}
this 11 October 2004	}
in the presence of:	}
[Original signed]	[Original signed]
Signature of Witness	Signature of Michael Laing
R.A.WARBURTON
Name of witness
20 Munro St Armadale 3143
Address of witness
House wife
Occupation of witness

Appendix 1

DEED OF INDEMNITY

THIS Deed is made the day of 11 October 2004

MADE BY NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937) (“Bank”) in favour of Michael Laing HIS EXECUTORS, ADMINISTRATORS AND ESTATE (“Officer”)

RECITALS

AOfficer has been employed by the Bank as Group Executive General Manager and has been a director of related bodies corporate of the Bank pursuant to such employment.

BThe Bank and Officer have agreed that the Officer’s employment with the Bank will terminate effective from 30 September 2004.

CArticle 21 of the Bank’s Constitution (a copy of which is annexed hereto as Annexure A) provides, inter alia, that in circumstances referred to therein, a person who has been an officer of the Bank (which includes a director of related bodies corporate) is entitled to be indemnified out of the property of the Bank against certain liabilities referred to in the Article.

OPERATIVE PROVISIONS

1The Bank agrees that the Officer may enforce the provisions of Article 21 of the Bank’s Constitution as such provisions exist at the date hereof in respect of any liability incurred by, or claim against, the Officer in relation to the Officer’s employment or directorship of any related body corporate of the Bank as if the provisions of Article 21 of the Bank’s Constitution were a contract under seal between the Officer and the Bank.

2In the event that any term or effect of this Deed shall be or become illegal, this Deed shall be read down and construed so far as may be necessary to avoid such illegality thereto but subject thereto shall be given full effect.

3In the event a claim is made against the Officer he shall have access to such Bank records as are relevant and reasonably necessary to properly defend himself.  The Bank agrees that it will make available such other resources as may be agreed to enable the Officer to conduct his defence.

Executed and delivered as a Deed Poll in Melbourne the day and year first above written.

THE COMMON SEAL of NATIONAL	)
AUSTRALIA BANK LIMITED was	)
hereunto affixed in accordance with its	)
Constitution	)
Signature of Authorised Person		Signature of Authorised Person
Office Held		Office Held
Name of Authorised Person		Name of Authorised Person

ANNEXURE A

Indemnity and Insurance

Indemnity

21.1Every person who is or has been an officer is entitled to be indemnified out of the property of the Company to the relevant extent against:

(a)every liability incurred by the person in the capacity as an officer (except a liability for legal costs); and

(b)all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil, criminal or of an administrative or investigatory nature, in which the officer becomes involved in that capacity

unless:

(c)the Company is forbidden by statute to indemnify the person against the liability or legal costs: or

(d)an indemnity by the Company of the person against the liability or legal costs would, if given, be made void by statute.

Insurance

21.2The Company may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been an officer against liability incurred by the person in the capacity as an officer, including a liability for legal costs, unless:

(a)the Company is forbidden by statute to pay or agree to pay the premium; or

(b)the contract would, if the Company paid the premium, be made void by statute.

Contract

21.3The Company may enter into a contract with an officer or former officer to give:

(a)effect to the rights of the officer or former officer conferred by this Article 21; and

(b)an officer or former officer access to papers, including those documents provided from or on behalf of the Company or a related body corporate of the Company to the officer during their appointment and those documents which were referred to in such documents or were made available to the officer for the purposes of carrying out their duties as an officer.

No Limit

21.4This Article 21 does not limit any right the officer otherwise has.

Interpretation

21.5In this Article 21:

(a)“officer” means a director, secretary or executive officer of the Company or of a related body corporate of the Company; and

(b)“to the relevant extent” means to the extent and for the amount that the officer is not otherwise entitled to be indemnified and is not actually indemnified.”