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EXHIBIT 4(b)    
  


25
November 2002 


Mr
Chris Cooper

32/100 Queen Street

Melbourne Vic 3000 


Dear
Chris 


        On
behalf of Australia and New Zealand Banking Group Limited ("ANZ"), I am pleased to formally advise you of your appointment to the position of Managing Director, Mortgages. 


        This
letter sets out the terms of your employment, and constitutes your employment agreement with ANZ ("employment agreement"). This employment agreement replaces all existing
agreements, arrangements, or understandings between you and ANZ. (References to ANZ include any corporation related to ANZ under the Corporations Act 2001.) 


1      Position, Reporting Arrangements and Location  


        Your position is Managing Director Mortgages reporting to John McFarlane, Chief Executive Officer, and located at 100 Queen Street, Melbourne. 


        Your
position is at Management Board level. ANZ may, at its discretion, change your position, reporting arrangements, duties and location on giving you reasonable notice, following
consultation with you, and taking into account career considerations and personal circumstances. 


2      Operative Date  


        This employment agreement, and your obligations under it, will commence on 2 December 2002. It does not affect your continuity of service for the purposes
of leave entitlements and other employment benefits. 


3      Remuneration  



        The details of your remuneration are set out in the Schedule. The Schedule forms part of this employment agreement. 


4      Leave  


4.1  Annual Leave  


        You will receive 4 weeks' contracted hours paid annual leave for each completed year of paid service with ANZ. You are required to take your full annual
leave entitlement of 4 weeks over the course of each ANZ financial year (1 October to 30 September), 2 weeks of which must be taken consecutively. (ANZ policy requires that
you are absent for at least 10 consecutive business days per annum.) 


        At
the end of each ANZ financial year, ANZ will deem you to have taken your full 4 weeks' annual leave. Accordingly, there will be no accrual of this leave and your annual leave
balance at 1 October each year will never be more than your balance at 1 October of the previous year. 



4.2  Sick Leave  


        You may take sick leave in accordance with standard arrangements applicable to all ANZ employees. Any untaken part of this entitlement is cumulative from year to
year. In the event of prolonged illness, ANZ may decide at its discretion to provide you with sick leave in excess of your sick leave entitlements. You are not entitled to any payment for unused sick
leave when your employment with ANZ ends. 








4.3  Parental Leave  


        You may take parental leave in accordance with standard arrangements applicable to all ANZ employees. 


4.4  Long Service Leave  


        You are eligible for 13 weeks' long service leave after completing 15 years of continuous service, and a further 8.66 weeks' leave for each
subsequent 10 completed years of continuous service. You may access long service leave on a pro-rata basis after 10 completed years of continuous service. 


5      Ownership of Intellectual Property and Trade Secrets  



        All inventions, discoveries, computer software processes and improvements made by you during your employment with ANZ remain the property of ANZ. 


        By
signing this employment agreement, you: 



	•
	assign
to ANZ 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 ANZ; and



	•
	agree
to execute any further document that is necessary or desirable to give full effect to your obligations under this clause 5. 




6      Values and Ethical Standards  


        ANZ has developed guiding values and expects you to actively ensure they are an integral part of the way that you, and those who report to you, carry out duties
within ANZ. 


        ANZ
expects you to further ANZ's objectives and reputation and faithfully and diligently to perform your duties, exercise your powers, and manage with integrity and respect all matters
concerning ANZ employees and customers. 


        ANZ
also has certain ethical standards that you are required to maintain. In particular, you must not in any way, either directly or indirectly, be or become engaged, concerned or
interested in any business whether as principal, partner, director, agent, promoter or beneficiary except that of ANZ. This requirement may be waived at ANZ's discretion by a written consent signed by
the Chief Executive Officer. 


7      Conduct  



        You must at all times act honestly and in a manner that is consistent with the status of your position with ANZ. You indemnify ANZ against any loss or damage it
suffers as a result of any dishonest act by you, or any wilful misconduct in carrying out your duties. 


8      Policies and Procedures, Performance Management Plans  


8.1  Policies and Procedures  



        ANZ has policies and procedures that apply to your employment. These policies and procedures may be amended by ANZ from time to time. They are not incorporated
into or otherwise included in your contract of employment with ANZ, including this employment agreement. 


8.2  Performance Management Plans  


        Performance management plans will be developed in consultation with you and may be reviewed and varied during the performance period. 








9      Confidential Information  


        You must not disclose or use in any manner (except in the proper course of your employment, by compulsion of law, or on the written direction of an authorised
officer of ANZ or its auditors) any information about ANZ, its customers or its affairs which you acquire during your employment with ANZ, unless the information is already legitimately in the public
domain. This obligation extends after your employment with ANZ ends. 


        You
must also return to ANZ on request or immediately your employment with ANZ ends: 



	•
	all
books, papers, documents and other property which belong or relate to ANZ, its customers or its affairs, and any copies of such documents; and



	•
	any
vehicle, computer hardware or software, key, security pass or other property that belongs to ANZ. 




10    Restraint  


        You must not at any time, either during your employment with ANZ or for 12 months after your employment with ANZ ends (or for such lesser time as a court
may deem reasonable), either on your own account or for or jointly with any other person solicit, interfere with or attempt to entice away from ANZ any person who, at any time within the period of
12 months before the date your employment with ANZ ends, was a customer or employee of, or in the habit of dealing with, ANZ and whom you had direct or indirect contact with, or dealings with
or knowledge of, for the purpose of your employment. 



11    Disciplinary Action  


        If you fail to comply with the provisions of your employment agreement or any other ANZ performance requirements, ANZ may take disciplinary action which may
include suspension with or without pay and, in certain circumstances, termination of your employment with ANZ (see clause 12). 


12    Termination of Employment  



12.1 Termination Entitlements  


        Your termination entitlements will depend upon the circumstances of the termination and are set out in this clause 12 and in the Schedule. These will be
the only entitlements paid to you upon the termination of your employment with ANZ. 


12.2 Resignation  


        You may terminate your employment for any reason by giving ANZ 12 months' written notice. You and ANZ may agree on a lesser period of notice, or ANZ may in
its discretion waive the notice period or any part of it. If ANZ waives the notice period or any part of it, entitlements on termination will not include any payment in respect of the waived period. 



        If,
however, ANZ elects not to waive the notice period, ANZ may, during the notice period or any part of it, direct you not to perform all or part of the duties of your position, to
cease communication with customers, suppliers, employees and contractors of ANZ and/or not to attend your principal place of work. 


12.3 Termination by ANZ  



	(a)
	Termination on Notice  




        ANZ
may terminate your employment for any reason (other than (b) or (c) below) by giving you 12 months' written notice. ANZ may elect to pay you in lieu of giving
you all or part of the notice period based on your TEC. Alternatively, ANZ may, during the notice period or any part of 








it, direct you not to perform all or part of the duties of your position, to cease communication with customers, suppliers, employees and contractors of ANZ and/or not to attend your principal place
of work. 


	(b)
	Retrenchment  




        If
ANZ terminates your employment because no suitable position exists for you, you will be entitled to a severance payment equal to 12 months' TEC. If a severance payment is made
to you under this clause 12.3(b), you will not be entitled to notice or payment in lieu of notice under clause 12.3(a) above. 


	(c)
	Serious Misconduct  




        ANZ
may terminate your employment at any time, without notice, because of your serious misconduct, serious neglect of duty, or serious breach of any of the terms of this employment
agreement. In such circumstances, you will only be entitled to payment of TEC up to the date of termination. 




13    Variations to Conditions of Employment  


        Variations to your employment agreement may be necessary for the fair, efficient and effective administration of ANZ's business. Accordingly, this employment
agreement may be varied by agreement from time to time. Your consent to such variation must not be unreasonably withheld. If your consent is unreasonably withheld, ANZ may give you one month's written
notice that such variation will take effect. 


14    Relevant law  


        This employment agreement takes effect under, is governed by and is to be interpreted according to, the law of Victoria. 


        ANZ
provides a challenging and ever-changing job environment and I trust that it will be possible for you to develop and enhance your capabilities within ANZ. I look forward
to your contribution to the opportunities and challenges facing ANZ. 


        A
copy of this employment agreement is enclosed for your records. Please sign and return the original to me to confirm your acceptance of its terms. 


Yours
sincerely

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED 


Shane
Freeman

Group General Manager

People Capital 






SCHEDULE  


REMUNERATION ENTITLEMENTS, INCLUDING PAYMENTS ON TERMINATION  



	
Name:	
 	
Chris James Cooper	
 	

 
	Title:	 	Managing Director Mortgages	 	 
	Location:	 	100 Queen Street, Melbourne	 	 
	Reporting To:	 	John McFarlane, Chief Executive Officer	 	 
	Schedule Issued:	 	25 November 2002	 	Effective Date: 2 December 2002





        This Schedule forms part of your employment agreement. 


        Your
remuneration will be a combination of salary, superannuation and benefits as agreed between you and ANZ from time to time using ANZ's total employment cost (TEC) methodology.
Essentially, TEC is the fixed component of remuneration. It comprises notional salary (65% of TEC) and mandatory superannuation contributions, with the balance being a flexible component. 


        Mandatory
superannuation contributions are paid in accordance with ANZ's obligations under legislation as varied from time to time. If legislative requirements for the payment of
mandatory superannuation contributions change, the flexible component of your TEC will be varied accordingly (so that your TEC package remains the same). 


        The
flexible component of TEC can be directed to benefits that are available at ANZ's discretion in accordance with ANZ's policy as amended from time to time. It can be taken as a cash
benefit (also referred to as Cashtec) or non-cash benefits (such as motor vehicles, petrol, parking and, if applicable, concessional lending) or a combination of both cash benefit/Cashtec
and non-cash benefits. Any fringe benefits tax that is payable on non-cash benefits will form part of the flexible component of TEC. 



        Your
notional salary, superannuation and cash benefit/Cashtec (if applicable) will be paid fortnightly and non-cash benefits will be provided as applicable. ANZ will review
your TEC annually. 


        Bonus
payments are at the discretion of the Board. 


1      Total Target Reward  


        Your Total Target Reward (TTR) is a combination of Fixed Reward—TEC (55% of TTR) plus Variable Reward—Executive Remuneration Scheme (45%
of TTR). Your annualised TTR is $909,000. 


1.1  Fixed Reward—TEC  


        Your TEC package on commencement of work in your new position is $500,000 per annum. 


        You
must take a minimum of 65% of TEC as notional salary. The balance, less mandatory superannuation contributions, is a flexible component and can be taken as cash benefit/Cashtec or
non-cash benefits or a combination of both. 


1.2  Variable Reward—Executive Remuneration Scheme  



        Bonus payments under the Executive Remuneration Scheme are subject to business unit and individual performance and are at the discretion of the Board. 


        Bonuses
will be paid one-half in cash and one-half in deferred shares. The shares will vest 3 years from the date of issue. The Board may, at its
discretion, change the ratio of cash to shares. You must at all times comply with the provisions of ANZ's Share Trading Policy. 


2      Superannuation  



        Your notional salary is used to calculate your superannuation contributions (if any) and the level of mandatory superannuation contributions. It is also used to
calculate the insured component of your 









death and total and permanent disablement benefits. For full details of the ANZ Australian Staff Superannuation Scheme, refer to the member's booklet. 


3      Entitlements upon Termination of Employment  



        Upon termination of employment, you will be entitled to payment for accrued and unused long service leave and annual leave in accordance with the standard
arrangements applicable to all ANZ employees. Payments will be on the basis of your notional salary plus cash benefit/Cashtec. 


        In
addition to any notice or payment under clause 12 of your employment agreement, you will have the following entitlements on the termination of your employment: 


        On
resignation (see clause 12.2), you will not be entitled to: 



	•
	any
unvested deferred shares issued to you under the ANZ incentive arrangements;



	•
	exercise
any options. 




        On
termination for serious misconduct (see clause 12.3(c)), you will not be entitled to: 



	•
	any
unvested deferred shares issued to you;



	•
	exercise
any options. 




        On
termination on notice (see clause 12.3(a)), you will be entitled to: 



	•
	any
deferred shares that have already vested, and any that vest during the notice period;



	•
	exercise
any options that have already vested, and any that vest during the notice period, in accordance with the ANZ Share Option Plan Rules (that is, with
the Board's approval or otherwise in accordance with the Rules). 




        On
retrenchment (see clause 12.3(b)), you will be entitled to: 



	•
	any
deferred shares issued to you;



	•
	exercise
any options in accordance with the ANZ Share Option Plan Rules (that is, with the Board's approval or otherwise in accordance with the Rules). 




        On
death or total and permanent disablement, you will be entitled to: 



	•
	a
Performance Bonus pro-rata to the date of termination;



	•
	any
deferred shares issued to you;



	•
	exercise
any options in accordance with the ANZ Share Option Plan Rules (that is, with the Board's approval or otherwise in accordance with the Rules). 




4      Definitions  


        For the purposes of this employment agreement: 



        total
and permanent disablement means: 


	(a)
	in
circumstances where you are a member of the ANZ Australian Staff Superannuation Scheme (the "Scheme") or an ANZ-sponsored staff superannuation fund, total and permanent
disablement as determined by the trustee of the Scheme or fund;



	(b)
	in
circumstances where you are not a member of the ANZ Australian Staff Superannuation Scheme or an ANZ-sponsored staff superannuation fund, such state of physical or
mental incapacity as renders you unlikely ever to be able to work again in a job for which you are reasonably qualified by education, training or experience. Every question of total and permanent
disablement will be decided by ANZ after receipt of reports by two qualified medical practitioners approved by ANZ. 











        salary
means notional salary, which is 65% of TEC. 




ACCEPTANCE  


        I, Chris James Cooper, have read and understood and agree to the terms of employment set out in this employment agreement (including the Schedule). 



	
Name:	

  
	
 	

 	

 
	
Signature:	



  
	
 	
Date:	



  












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EXHIBIT 4(b)