**EXHIBIT 19**

 

**Private & Confidential**

 

2 October 2003 

 

Mr Paul Binfield 

Deputy Chief Financial Officer 

Mayne Group Limited 

390 St Kilda Road 

MELBOURNE VIC 3004 

 

Dear Paul, 

 

It is with pleasure that I offer you appointment to the position of Chief Financial Officer, under the following terms and conditions. You will report to the GroupManaging Director & CEO, Mayne and you will be located in Melbourne. 

 

**Employer**

 

Your contract of employment is with Mayne GroupLimited ABN 56 004 073 410 (Mayne). As an employee of Mayne, you may be required to provide services to any company in the Mayne Group, and all entities which are subsidiaries of Mayne. 

 

**Contract Terms**

 

This contract shall take effect from 1 September 2003 and will supersede in its entirety your current employment contract and arrangements, which shall be deemed to haveterminated by mutual consent as from 31 August 2003. However, for the purposes of service-related benefits of employment, your service with Mayne will be regarded as continuous from the 17 November 1999, the date you initially commenced employmentwith the Group or a related company. 

 

**Duties**

 

Your specific duties and responsibilities in this position are as set out in the attachedposition description. You may, however, be required to undertake other duties and responsibilities from time to time in addition to or as variations of the duties and responsibilities of the position. As a consequence, or for other reasons, yourreporting responsibility and/or position title may also be altered from time to time. In this event, your remuneration and other benefits under this contract will not be altered without your consent, except to the extent that this contract permits.

 

**Remuneration**

 

Your remuneration will be made up of a total employment cost (TEC) at the rate of$400,000p.a., inclusive of salary, Superannuation and benefits you may wish to charge to the TEC. 

 

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Your remuneration will next be reviewed in June 2004, with any increase, which may arise from the review, being effectiveon 1 July 2004. Thereafter your remuneration will be reviewed annually in June, with any increase which may arise to be effective 1 July. The review and operative dates may be altered by Mayne from time to time. 

 

**Senior Executive Short Term Incentive Plan**

 

You will be eligible to participate in the Mayne Group Senior Executive Short Term IncentivePlan (SESTIP), pursuant to which an award of an amount equal to a proportion of your fixed annual remuneration determined by the Board may be made to you where specified performance conditions are satisfied. 

 

The Plan is designed to provide both a short term and a medium term incentive to seniorexecutives. The short term incentive will be satisfied by payment of part of any amount awarded to you in cash. The medium term incentive is provided in the form of Mayne Shares purchased through a nominated percentage of the amount awarded.

 

Under separate correspondence you will receive an invitation to participate inthe SESTIP which will include the Rules of the SESTIP, the maximum amount that may be awarded to you, the performance criteria against which the incentive award will be assessed and the rights and obligations applicable to the allocation of shares.

 

Participation in the SESTIP will be subject to your acceptance of the termsset out in the invitation. 

 

**Superannuation**

 

You will be required to remain a member of the Mayne Group Superannuation Fund. 

 

Salary for Superannuation will be at the rate of 92% of TEC, and full details of the rangeof Superannuation entitlements are supplied in the Member’s Booklet, which is already in your possession. 

 

The benefits provided in the Superannuation Fund and the contributions made by Mayne meet the Superannuation Guarantee requirements. 

 

**Re-assignment**

 

Mayne has a policy in which it reserves the right to reassign employees geographically from time to time. Such reassignment will occur after consultation and agreementwith you, particularly as to your career development and your own circumstances. 

 

**Termination of Employment**

 

You may resign from your employmentand terminate this contract by giving to Mayne no less than six (6) months’ notice in writing. If you do so, Mayne is not obliged to provide you with duties during the notice period. Mayne reserves the right to require you to serve the noticeperiod on an active or passive basis. 

 

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Similarly, Mayne may, at any time, terminate your employment by giving no less than six (6) months’ notice inwriting or payment in lieu. Payment in lieu of notice will be at the rate equivalent to your TEC for the period of notice. 

 

In the case of serious misconduct (including disclosure of confidential information or other serious or continuing breaches of this contract) Mayne may terminate youremployment without notice. In this case you will receive only accrued but un-taken leave entitlements. 

 

**Retrenchment**

 

If your employment isterminated on the grounds of redundancy, retrenchment benefits payable to you will accord with the terms of the retrenchment policy applicable to Mayne staff at that time, except that, the payment in respect of notice will be not less than thenotice period provided above. 

 

**Mayne Group Policies**

 

You will be required to comply with Mayne Group policies and procedures generally, asestablished and varied from time to time. 

 

**Confidentiality**

 

It is agreed that, without limiting any express or implied obligation of confidentialityupon you under any statute (including the corporation law) you undertake that you will not divulge to any person or use any trade secrets or confidential information concerning the business, financial arrangements or any further information, whichis not publicly available, except with the written authority of the undersigned. 

 

**Restriction on Activities**

 

It is agreed that you will notduring your employment with Mayne or within six months after cessation, either on your own account or jointly with any other person, or company, solicit interfere with or endeavor to entice away from Mayne or its subsidiaries any employee orcustomer of the Group. 

 

**Applicable Law**

 

This contract of employment will be governed by the law of the State of Victoria.

 

**Schedule of Benefits**

 

The employment benefits applicable to you in this position are recorded in the attachedschedule. 

 

**Date of Effect**

 

This contract takes effect on the 1 September 2003. 

 

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**Attachments**

 

The enclosed attachments to this letter form part of the terms and conditions of your contract of employment. 

 

**Acceptance**

 

To signify your acceptance of this offer of employment under the conditions outlined above, please sign, date, and return the duplicate ofthis letter to me. 

 

Yours sincerely,

 

STUART JAMES 

Group Managing Director & CEO

 

Att:    Schedule of Benefits 

 TEC Schedule 

 Position Description 

 

***I acknowledge having received and read this letter and each of its attachments, and I accept the offer of employment on the terms set out in this letter.***

 

 
Paul BinfieldDate:     /     /     
 

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**SCHEDULE OF BENEFITS**

 

Name:
    Paul Binfield
Position:
    Chief Financial Officer
Date:
    1 September 2003
 

 

These benefits apply subject to the variations contained in the covering letter. Full details of the benefits and conditions are availablefrom Group General Manager, Personnel. 

 

**Annual Leave**

 

Annual leave will continue to accrue at the rate of 4 weeks (20 working days) per annum.Leave loading is included in the TEC package. 

 

**Sick Leave**

 

Sick leave credit will continue to accrue at the rate of 10 days on the anniversary of eachcomplete year of service to a maximum of 52 weeks credit. Discretion will apply to the payment for sick leave beyond available credits. 

 

**Long Service Leave**

 

Long service leave of 13 weeks becomes due after 15 years continuous service. Thereafter, long service leave accrues a rate of 4 and 1/3 weeks for each 5 years service. 

 

Where the provisions of State legislation exceeds the above, the State legislation shallapply. 

 

**Other Leave**

 

Provisions with respect to other leave will be in accordance with the guidelines issued toMayne staff from time to time. 

 

**Contact and Entertainment Expenses**

 

Contact and entertainment expenses which are business related and ofbenefit to the company will be reimbursed through the process of claim and approval by the Group Managing Director & CEO, Mayne. 

 

**Class of Air Travel**

 

Domestic and International air travel on company business shall be business class. 

 

* * * * * * 

 

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**TOTAL EMPLOYMENT COST (TEC)**

**SCHEDULE**

 

PAUL BINFIELD 

 

Effective: 1 September 2003 

 

**Previous TEC**
    
**Revised TEC**

Salary & Benefits
  $266,880    Salary & Benefits  $355,840
Superannuation

(12%* of $276,000#)
  $33,120    
Superannuation

(12%* of$368,000#)
  $44,160
**TEC**
  **$****300,000**    **TEC**  **$****400,000**
 

**Senior Executive Short Term Incentive Plan (SESTIP)**

**Maximum**
  
**100% of TEC**
  $400,000*Superannuation benefit factor of 12% #Salary for Superannuation is $368,000 (92% of TEC) 
 

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