EXHIBIT 4.1.1
VARIATION AGREEMENT dated 2002
BETWEEN
(1) NATIONAL WESTMINSTER BANK Plc whose registered office is at 000
Xxxxxxxxxxx, Xxxxxx, XX0X 0XX ("NatWest"); and
(2) XXXXXX XXXX of Mulsanne Farm, Nightingales Lane, Chalfont St Xxxxx,
Buckinghamshire, HP8 4SQ (the "Executive").
WHEREAS
(A) The Executive is employed by NatWest under the terms of a service
agreement dated 5th January 2000 as varied by a Variation Agreement
dated 6th March 2000
(the "Service Agreement").
(B) The parties wish to amend the Service Agreement so that NatWest will
employ the Executive and the Executive shall serve NatWest on amended
terms and conditions.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. Interpretation
Capitalised words and expressions used in this Agreement which are
not otherwise defined herein shall have the meanings ascribed to them
in the Service Agreement.
2. Variations
The parties agree that the Service Agreement shall, with effect from
1 January 2002 be varied as follows:
(i) Clause 5.9 shall be deleted.
(ii) Clauses 5.2 and 5.3 shall be deleted and replaced with the
following words as a new clause 5.2:
"(a) The Royal Bank of Scotland plc operates a flexible
compensation and benefits package called RBSelect. NatWest
shall procure the provision of RBSelect to the Executive. The
Salary Element forms part of the Executive's Value Account
under RBSelect and is used to calculate certain benefits such
as pension, Profit Share and any discretionary bonus payment
or any other payment directly linked to salary. (b) The
Salary Element would also be used to calculate severance
payments including redundancy. (c) Value Account is
(pound)522,917, which includes a Salary Element of
(pound)500,000 per annum. Full details of the RBSelect are
contained in The Royal Bank of Scotland's guidebook in
relation to the scheme. (c) The Executive's Value Account
less the cost of any benefits elected through RBSelect will
be paid monthly on the 18th day of each month (or on the last
preceding working day where the 18th day falls on a weekend)
and shall be at the absolute discretion of the Remuneration
Committee subject to review annually on the 1st day of April
of each year or any other day approved by the Remuneration
Committee with any adjustments having immediate effect. Such
a review will not result in a reduction in salary but neither
the review nor the result of any previous review will imply
that an increase will be made.
(d) All remuneration payable in cash to the Executive under
this Agreement shall be credited to a bank account to be
maintained by the Executive with NatWest (or such other UK
banking entity within the Group as the Executive may
nominate)."
3. Effect
Save as expressly varied hereby, the provisions of the Service
Agreement shall remain in full force and effect in accordance with
its terms.
4. Governing Law
The terms of this Agreement shall be governed by and construed in all
respects in accordance with the laws of England and Wales and the
parties submit to the exclusive jurisdiction of the English Courts as
regards any claim or matter arising under this Agreement.
SIGNED for and on behalf of /s/ Xxxxxx Xxx XxXxxx
NATIONAL WESTMINSTER BANK Plc
by XXXXXX XXX XXXXXX, Secretary
at Edinburgh
on 26 April 2002
before the undernoted witness:
Witness
Full Name
Address
Occupation
SIGNED by the said XXXXXX XXXX /s/ G Pell
at London
on 22 May 2002
before the undernoted witness:
Witness
Full Name XXX. X X XXXXXXX /s/ X X Xxxxxxx
Address 54 Inks Green
Catingford Xxxxxx X0
0XX
Occupation Secretary
