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Exhibit 4.3
 
 Ziggy Switkowski
 242 Exhibition Street
    
    T 03 9204 9999
    
    231 Elizabeth Street
    
    T 02 9204 9999Melbourne Vic 3000
    
    F 03 9204 9991
    
    Sydney NSW 2000
    
    F 02 9204 9991Australia
    
    
    
    AustraliaLocked
Bag 3639
    
    
    
    Locked Bag 6600Melbourne Vic 8100
    
    
    
    Sydney.NSW 1100
  
  I am very pleased to confirm the offer to you of the following revised terms of employment
with Telstra Corporation Limited (Telstra). The success of Telstra and its related companies
depends very much on our senior team and I am sure that you will continue to enjoy contributing to
and being a part of Telstras success.This Agreement, together with any attachments, sets out the
terms and conditions of your
employment and is made under the laws of New South Wales. Please indicate your acceptance of the
terms and conditions outlined in this letter of offer by signing the duplicate copy on each page
and returning it to me as soon as possible.1
    
    INDIVIDUAL EMPLOYMENT
 1.1
    
    This Agreement represents a direct relationship between me, on behalf of Telstra, and
yourself and as such involves mutual obligations.1.2
    
    In offering this Agreement, Telstra and I undertake to behave in ways worthy of your
respect and trust. You will be given a clear understanding of the purpose of your role and
any relevant critical issues. As your manager I will seek your contribution and listen to
your views. You will know what is required of you in terms of both results and
behaviour and will be remunerated and rewarded fairly based on your performance.1.3
    
    In accepting this Agreement you undertake to do any work within your skills and ability.
You agree to work flexibly and participate in continuous improvement of work practices
and systems. You are prepared to be accountable for your performance.
 ZES
    
    JVS(signatory initials)
    
    (signatory initials)




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2
    
    ENGAGEMENT
 2.1
    
    The commencement date of your employment under this Agreement is 14 August 2002.2.2
    
    The relevant date for the purposes of annual leave accruals and long service leave will be
your original commencement date.2.3
    
    You will initially be assigned to the role of Group Managing Director, Infrastructure
Services reporting to Ziggy Switkowski, Chief Executive Officer. The reporting
requirements of this role may be varied from time to time in accordance with the needs of
Telstra.
 3
    
    LOCATION
 3.1
    
    You will initially be located in the Sydney office in New South Wales.3.2
    
    In the event that it is agreed that you are re-assigned to a role which requires you to move
residence Telstra will provide you with relocation assistance in accordance with the
applicable Telstra policy, as varied from time to time.
 4
    
    RE-ASSIGNMENT
 4.1
    
    Telstra may re-assign you at any time to an equivalent role for which Telstra judges you
to be suitably qualified and experienced, either within Telstra or on secondment to any
related company.4.2
    
    Unless otherwise agreed in writing, your assignment (or subsequent re-assignment) within
Telstra, its related bodies corporate or other specified entities will continue on the terms
and conditions of this Agreement. Any re-assignment will not constitute termination of this
Agreement or your employment with Telstra.
 5
    
    HOURS OF WORK
  6
    
    PERFORMANCE
 6.1
    
    You are required to perform your role in a proper and
efficient manner. You are to devote
your time, attention and energy to the performance of your duties and use your best
endeavours to promote and enhance the interests of Telstra or business to which you
have been assigned pursuant to this Agreement. Your performance will be regularly
reviewed and discussed with you under Telstras performance review process.6.2
    
    Except with the written consent of Telstra you must not undertake, be employed in
connection with or have any interest in any other business or profession during your
employment under this Agreement, other than by way of holding any shares or other
securities which are publicly listed or in a private family company or otherwise available to
the general public by way of investment.
 ZES
    
    JVS(signatory initials)
    
    (signatory initials)
 Page 2




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7
    
    REMUNERATION
 7.1
    
    Your remuneration has fixed and variable elements which make up your Total
Remuneration.7.2
    
    Fixed Remuneration includes salary and superannuation and any benefits (which also may
include fringe benefit tax).7.3
    
    The variable element of your Total Remuneration is to be paid through participation in
Telstras Manager Incentive Plan (as amended or replaced from time to time). Any
payment due to you from this plan will be paid at the end of each remuneration year.7.4
    
    The attached Remuneration Summary shows your Fixed Remuneration and Total
Remuneration on commencement of this Agreement.7.5
    
    Telstra reviews remuneration levels each year, and I confirm that your remuneration will
next be reviewed in October 2003, and will be subject to your performance and prevailing
market conditions.
 8
    
    SUPERANNUATION
  9
    
    LEAVE
 9.1
    
    You will accrue 4 weeks leave annually, to be taken in accordance with Telstra
policy, at a time agreed between you and your manager.9.2
    
    Long service leave will accrue and be paid in accordance with Telstra policy. Currently,
Telstra policy provides for three months long service leave after ten years employment with
Telstra.9.3
    
    Sick leave will be paid up to a total of 3 months in any one calendar year or any
additional periods by agreement with your manager. Unused sick leave will not accumulate from year
to year.
 10
    
    TERMINATION OF YOUR EMPLOYMENT
 10.1
    
    Subject to relevant legislation, your employment may be terminated by either party
giving not less than six months written notice to the other party.10.2
    
    If Telstra terminates your employment on notice, you may be required to remain in
Telstras service for all or part of the notice period or be paid at the Fixed Remuneration
rate in lieu of notice.10.3
    
    Telstra may terminate your employment summarily if you commit any act of serious
misconduct. In the event of such termination you will be entitled only to Fixed
Remuneration to the date of termination.
 ZES
    
    
    
    JVS(signatory Initials)
    
    
    
    (signatory Initials)Page 3




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10.4
    
    If Telstra terminates your employment due to redundancy, you will receive, in
addition to any notice or payment in lieu of notice, a severance payment determined in accordance
with Telstra policy. Should this severance payment be less than the termination payment provided
for in clause 10.5, the termination payment provided for in clause 10.5 will apply.10.5
    
    If Telstra terminates your employment for any reason other than serious misconduct or
redundancy, you will receive in addition to any notice or payment in lieu of notice a termination payment equivalent to twelve months Fixed Remuneration.10.6
    
    If your employment ceases for whatever reason, Telstra may offset any amounts owing by
you to Telstra (or its related bodies corporate or other specified entities) against any amounts
otherwise payable to you upon termination.
 11
    
    TRAVEL AND BUSINESS RELATED EXPENSES
  12
    
    CONFIDENTIALITY
 12.1
    
    In entering this Agreement you agree and undertake:
 (a)
    
    to maintain the confidentiality of the contents of this Agreement, except as may be
necessary for the administration of your employment and financial affairs; and(b)
    
    that at all times during and after your employment under this Agreement you will
keep confidential and not disclose any Confidential Information to any person
other than in the performance of your duties, as required by law or with the prior
written consent of Telstra; and(c)
    
    that you will not at any time during or after your employment under this Agreement
use any Confidential Information for the benefit of any person except where
authorised to do so by Telstra, its Related Bodies Corporate or other specified
entities and;(d)
    
    that immediately upon the request of Telstra or upon the termination of your employment with Telstra you will:
 (i)
    
    deliver to Telstra all Confidential Information which is in your control and which is physically capable of delivery; and(ii)
    
    destroy any Confidential Information which is stored in any electronic,
magnetic or optical form but which is not capable of delivery to Telstra so
that it cannot be recovered or in any way reconstructed or reconstituted.
  ZES
    
    
    

JVS(signatory Initials)
    
    
    
    (signatory Initials)Page 4




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12.2
    
    For the purposes of this Agreement:
 (a)
    
    Confidential Information means any trade secret, technical knowledge,
concepts, ideas, designs, programs, processes, procedures, innovations,
inventions, data bases, data surveys, customer lists or information, sales plans or
marketing plans, research, software, records or other information concerning
Telstra or Its Related Bodies Corporate or any of their customers or suppliers
which is secret and confidential of which you became aware during your
employment with Telstra; and(b)
    
    Related Body Corporate has the same meaning as in Section 50 of the Corporations Law.
 12.3
    
    It is a condition of your employment that you will be familiar with and comply with the
protection of communications provisions in the Telecommunications Act 1997 (or its
successor).
 13
    
    FUTURE EMPLOYMENT
  14
    
    RETURN OF PROPERTY
  15
    
    INDEMNITY
  ZES
    
    
    

JVS(signatory initials)
    
    
    
    (signatory initials)Pags 5




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16
    
    OTHER CONDITIONS OF EMPLOYMENT
  17
    
    ENTIRE AGREEMENT
 17.1
    
    This document together with any Attachments records the agreement between the
parties. No previous negotiations, understandings, contracts, agreements, representations,
warranties, memoranda or commitments will affect the terms and conditions of your employment by
Telstra.17.2
    
    No oral explanation or information provided by any party to another shall
 (a)
    
    affect the meaning or interpretation of this document, or(b)
    
    constitute any collateral agreement, warranty or understanding between any of the
parties.
  
 Ziggy E Switkowski  Chief Executive Officer
  (SIGNATUR)
    
    
    
    20-8-02Name
    
    
    
    Date
 ZES
    
    
    

JVS(signatory Initials)
    
    
    
    (signatory Initials)Page 6




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Remuneration Summary
 Fixed RemunerationFixed Remuneration1
    
    
    
    
    
    $
    600,000Minimum Superannuation Amount
    
    $
    10,520Variable Remuneration2002/2003 Target Incentive
    
    35% of Total Remuneration
    
    $
    323,000(At Risk Component)Total RemunerationTotal Potential Remuneration
    
    
    
    
    
    $
    923,000(including On Target Incentive Level)Name: Michael RoccaEmployee Number:22919712Effective Date:14 August 2002
  
 1
    
    Fixed Remuneration includes the Telstra compulsory superannuation guarantee
contribution.By agreement, a greater part of your Fixed Remuneration can be paid as company superannuation
contributions, subject to the total contribution (including the compulsory amount) not exceeding
the statutory age-based deduction limits.If you are currently in an excess pension Reasonable Benefit Limit (RBL) position, Telstra may not
be required to pay any part of your subject to the total as superannuation contributions. You
should speak to a financial adviser if this situation applies to you. 1