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242 Exhibition Street
    
    T 03 9204 9999
    
    400 George Street
    
    
    T 02 9204 9999Melbourne VIC 3000
    
    F 03 9204 9991
    
    Sydney NSW 2000
    
    
    F 02 9204 9991Australia
    
    
    
    AustraliaLocked Bag 5639
    
    
    
    Locked Bag 6600
    
    
    .Melbourne VIC 8100
    
    
    
    Sydney NSW 1100
  
       
    (-s- J.V. STANHOPE)
    
    24/9/03Name
J.V. Stanhope
    
    Date
 ZES
    
    JVS(signatory initials)
    
    (signatory initials)
million LimitedABN 33 051 775-556
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1.
    
    COMMENCEMENT2.
    
    ROLE AND LOCATION3.
    
    PERFORMANCE4.
    
    HOURS OF WORK5.
    
    REMUNERATION6.
    
    SUPERANNUATION7.
    
    LEAVE8.
    
    REASSIGNMENT AND RELOCATION9.
    
    RESOLVING DISAGREEMENTS10.
    
    RECOVER OF OVERPAYMENTS11.
    
    TERMINATION OF YOUR EMPLOYMENT12.
    
    INDEMNITY13.
    
    ENTIRE AGREEMENT14.
    
    DICTIONARYCONFIDENTIALITY AND FUTURE EMPLOYMENT
 ZES
    
    JVS(signatory
initials)
    
    (signatory initials)
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1
    
    COMMENCEMENT
 1.1
    
    The commencement date of your new Agreement is 1 October 2003.
 2
    
    ROLE AND LOCATION
 2.1
    
    You will be assigned to the Chief Finance Officer and Group Managing Director,
Finance &
Administration role reporting to Ziggy Switkowski, Chief Executive
Officer. Your duties and
the reporting requirements of this role may be varied from time to time in accordance with
the needs of Telstra.2.2
    
    You will be located in the Melbourne office in Victoria.
 3
    
    PERFORMANCE
 3.1
    
    You are required to perform your role in a proper and efficient manner. You
will be expected
to devote your time, attention and energy to the performance of your duties and achieving
your accountabilities and to use your best endeavours to promote and enhance the interests
of the Telstra Group, in a manner that is consistent with the Telstra Values.3.2
    
    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 genera! public by way of investment.
 4
    
    HOURS OF WORKHours of work will be normal business hours and such further hours reasonably necessary to do
the job.5
    
    REMUNERATION
 5.1
    
    Your remuneration has fixed and variable or at risk elements which make up your Total
Remuneration.5.2
    
    The Remuneration Summary annexed to this Agreement shows your Fixed Remuneration
and Total Remuneration at the commencement of this Agreement.5.3
    
    Your Fixed Remuneration includes salary, superannuation and any benefits (which
also may
include fringe benefit tax).5.4
    
    The variable and/or at risk 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 these plans will be paid in accordance
with the plan rules.5.5
    
    Telstra reviews remuneration levels each year and will take into account relevant factors
including performance and prevailing market conditions in establishing your
remuneration
level. Your first remuneration review will be in October 2004. Any change to your
remuneration level will be reflected in a new Remuneration Summary.
 ZES
    
    JVS(signatory initials)
    
    (signatory initials)
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6
    
    SUPERANNUATIONA company superannuation benefit is included in your Fixed
Remuneration. At all times you
must allocate at least the minimum Superannuation Guarantee (as varied from time to time)
to a complying superannuation scheme in accordance with Telstra Policy. Additional
superannuation contributions above this amount can be paid from your Total Remuneration,
subject to statutory limits.7
    
    LEAVE
 7.1
    
    You will accrue 4 weeks leave annually, to be taken in accordance with Telstra policy, at a
time agreed between you and your manager.7.2
    
    Long service leave will accrue and be paid in accordance with Telstra Policy
subject to any
minimum requirements under applicable legislation. Currently, Telstra Policy provides
for
three months long service leave after ten years employment with Telstra.7.3
    
    Subject to your managers approval, the company allows for a total of up to 3
months paid
sick leave in any one calender year. Any additional periods of paid sick leave must be
agreed with your manager. There is no sick leave accumulation.7.4
    
    Your annual leave accruals and long service leave accruals will continue to be recognised
by Telstra whilst you are employed under this Agreement.
 8
    
    REASSIGNMENT AND RELOCATION
 8.1
    
    In the event that business needs change, you may be re-assigned to an equivalent role for
which your manager judges you to be suitably qualified and experienced, either
within
Telstra or via secondment within the Telstra Group.8.2
    
    Unless otherwise agreed in writing, your assignment (or any re-assignment)
within Telstra or
any secondment within the Telstra Group will occur under the terms and conditions of this
Agreement. Any re-assignment or secondment will not constitute termination of this
Agreement or your employment with Telstra.8.3
    
    In the event you agree to move residence to perform a role, Telstra will provide you with
relocation assistance in accordance with Telstra Policy.
 9
    
    RESOLVING DISAGREEMENTSIf any disagreement arises about your employment or terms of this Agreement, it shall be
resolved by applying the Telstra Fair Treatment Process (as amended from time to time),10
    
    RECOVERY OF OVERPAYMENTS
 10.1
    
    In the event an overpayment is made to you, Telstra is entitled to recover it
by giving you at least 7 days notice. Overpayments will be recovered through Deduction(s) to your pay
in accordance with Telstra Policy until the Overpayment is recovered.10.2
    
    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.
 ZES
    
    JVS(signatory initials)
    
    (signatory initials)
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11
    
    TERMINATION OF YOUR EMPLOYMENT
 11.1
    
    Subject to relevant legislation, your employment may be terminated by either
party giving six11.2
    
    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;
    
    be paid at your Fixed Remuneration rate in lieu of notice; or
    
    be paid at your Fixed Remuneration rate for the notice period but
not required to attend
for work during the notice period.
 11.3
    
    Telstra may terminate your employment if you commit any act of serious
misconduct, which
includes breach of Telstra Policy. In the event of such termination
you will be
entitled only to
Fixed Remuneration to the date of termination, which shall be immediate.11.4
    
    If Telstra terminates your employment due to redundancy, you will also receive
a severance
payment determined in accordance with Telstra Policy. Should this severance payment be
less than the termination payment provided for in clause 11.5, the termination payment
provided for in clause 11.5 will apply.11.5
    
    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.11.6
    
    You must immediately return all Property at the request of any authorised
representative, at
any time.
 12
    
    INDEMNITYThe Telstra Directors and Officer Liability Policy will apply to your appointments to
positions of statutory responsibility and accountability in any company formed or acquired
by Telstra.13
    
    ENTIRE AGREEMENT
 13.1
    
    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.13.2
    
    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.
 ZES
    
    JVS(signatory Initials)
    
    (signatory initials)
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14
    
    DICTIONARYIn this Agreement: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;Deduction means the authorised repayment by you of such Overpayment;Overpayment means money paid by Telstra to you, whether by error or otherwise, to which
you are not entitled under this Agreement, or Telstra Policy;Related Body Corporate has the same meaning as in the Corporations Act 2001;Related Entity has the same meaning as in the Corporations Act 2001;Telstra
means Telstra Corporation Limited;Telstra Group means the Telstra Group of companies, and unless otherwise specified,
includes Telstra, its business units or functional divisions, its Related Bodies Corporate
and any other Related Entities or entities in which Telstra has any share holding of any
kind;Telstra Policy means the policies, procedures, business rules, and processes of Telstra,
its business units or functional divisions, as varied or added to from time to time.Property means any property of the Telstra Group which is in your possession, custody or
control, including any documents and papers and all copies of such documents and papers.
 ZES
    
    JVS(signatory initials)
    
    (signatory initials)
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14.1
    
    SIGNING PAGE
 
 (-s- SIGNATURE)
    
    (-s- JOHN STANHOPE)Signature of witness
    
    John Stanhope
   
 Signed for and on behalf of
    
    
    )Telstra Corporation Limited
    
    
    )on ___/___/___by its authorised
    
    
    )representative in the presence of:
    
    
    )
 (-s- SIGNATURE)
    
    (-s- DR ZIGGY SWITKOWSKI)Signature of witness
    
    Dr Ziggy Switkowski
   
 ZES
    
    JVS(signatory initials)
    
    (signatory initials)
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CONFIDENTIALITY AND FUTURE EMPLOYMENT
 A
    Confidentiality and Protection of Business Interests
 (a)
    
    In entering this Agreement you agree and undertake:(1)
    
    that at all times during and after your employment under this Agreement you will 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 the Telstra Group;
and(2)
    
    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; and(3)
    
    that immediately upon the request of Telstra or upon the termination of your
employment with Telstra you will:
 (A)
    
    1.1 deliver to Telstra all Confidential Information which is in your control
and which is physically capable of delivery; and(B)
    
    1.2 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.
 (4)
    
    These obligations shall lapse in relation to any of the Confidential Information which
comes into the public domain other than through your wrongful act.(b)
    
    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 that are publicly listed, in a private family company or otherwise available to the
general public by way of investment.
 B
    Future EmploymentIf your employment with Telstra ceases for any reason you must not (without the prior written
consent of Telstra) be employed by, or provide services as an agent, independent contractor or in
any other capacity to, any telecommunications business or any business of a like or similar nature
to that conducted by Telstra, whether in Australia or overseas, for the minimum period of notice
specified in clause 11.1 of the Agreement (whether or not a payment is made in lieu of this
period). This period will commence from the date that the notice period commences or the payment in
lieu of notice is made. Each element of this restraint operates to the extent to which it is deemed
reasonable by any court. Part of the remuneration and benefits provided to you by Telstra is
specifically referable to this obligation and your agreement to this term is an acknowledgment that this term is
reasonable and goes no further than is necessary to protect the interests and Confidential
Information of Telstra and its Related Bodies Corporate.
 ZES
    
    JVS(signatory initials)
    
    (signatory initials)




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Remuneration Summary
  Name:
    
    John StanhopeEmployee No:
    
    22827607Business Unit:
    
    Finance & AdministrationEffective Date
    
    1-Oct-03
 Proposed Level 2
    
    Level 12002/03 on Target
    
    From 1/10/2003
    
    From 01/10/2003(2)Fixed Remuneration(1) Fixed Remuneration
    
    $
    461,760
    
    
    $
    496,760
    
    
    $
    650,000At Risk RemunerationTarget Incentive
    
    $
    197,897
    
    
    $
    212,897
    
    
    $
    350,000(At Risk)
 30% of Total
    
    30% of Total
    
    35% of TotalRemuneration
    
    Remuneration
    
    RemunerationTotal
Remuneration (including At Risk Component)Total Potential Remuneration
    
    $
    659,657
    
    
    $
    709,657
    
    
    $
    1,000,000
 
 (1)
    
    Fixed Remuneration is inclusive of company superannuation contribution,
benefits and FBT. For information on Telstras company superannuation contribution, please refer to the remuneration packaging document
available from your remuneration consultant Payroll Services or from the HR Intranet Site (Remuneration),(2)
    
    Rounded to nearest $000 ZES
    
    JVS
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