Performance Option Scheme and Grant Letter



  
 Exhibit 4.8 
  

  
 PERFORMANCE OPTION SCHEME 
  

  









 PERFORMANCE OPTION SCHEME 
  
 TABLE OF CONTENTS 
  

	 1
	  	NAME	  	1
	 2
	  	GROUNDING	  	1
	 3
	  	KEY TERMS	  	1
	 4
	  	COMMITTEE	  	3
	 4.1
	  	 Administration
	  	3
	 4.2
	  	 Delegation
	  	3
	 5
	  	GRANTS	  	3
	 6
	  	REJECTION OF GRANT	  	3
	 6.1
	  	 Opportunity
	  	3
	 6.2
	  	 Acknowledgement
	  	4
	 7
	  	EXERCISE OF OPTIONS	  	4
	 7.1
	  	 Qualifying Date notice
	  	4
	 7.2
	  	 Subsequent notice
	  	4
	 7.3
	  	 No further notice
	  	4
	 7.4
	  	 Date on which Options may be exercised
	  	4
	 8
	  	PROCEDURE FOR EXERCISE	  	5
	 8.1
	  	 Exercise Notice
	  	5
	 8.2
	  	 Payment
	  	5
	 8.3
	  	 Issue
	  	5
	 8.4
	  	 Committee’s notice
	  	5
	 8.5
	  	 Effective exercise
	  	5
	 8.6
	  	 Continued Breach
	  	6
	 9
	  	RIGHTS ON EXERCISE	  	6
	 10
	  	ADJUSTMENTS	  	6
	 10.1
	  	 Rights issue
	  	6
	 10.2
	  	 Bonus issue
	  	6
	 10.3
	  	 Reconstruction
	  	6
	 11
	  	LAPSE OF OPTIONS	  	6
	 11.1
	  	 Rejection of Grant
	  	6
	 11.2
	  	 Leave before Qualifying Date: cause or resignation
	  	7
	 11.3
	  	 Leave before Qualifying Date: other reason
	  	7
	 11.4
	  	 Lapse on Performance Expiry Date
	  	7
	 11.5
	  	 Leave on or after Qualifying Date: cause or resignation
	  	7
	 11.6
	  	 Leave on or after Qualifying Date: other reason
	  	7
	 11.7
	  	 Option Lapse Date
	  	7
	 11.8
	  	 Breach
	  	7
	 11.9
	  	 Variation or waiver
	  	8
	 12
	  	NO DIVESTMENT	  	8
	 13
	  	AMENDMENT	  	8
	 14
	  	QUOTATION	  	8
	 15
	  	MISCELLANEOUS	  	8
	 15.1
	  	 Spirit of the Scheme
	  	8
	 15.2
	  	 Fractions
	  	8

  










 PERFORMANCE OPTION SCHEME 
  


	 15.3
	  	 Entire agreement
	  	8
	 15.4
	  	 Delay
	  	9
	 15.5
	  	 Disputes
	  	9
	 15.6
	  	 Notice
	  	9
	 15.7
	  	 Governing law
	  	9
	 15.8
	  	 Construction
	  	9

  









 PERFORMANCE OPTION SCHEME 
  
 Date: November 2003 
  

	1	NAME 

  
 The name of this scheme is the Performance Option Scheme. 
  

	2	GROUNDING 

  
 The ultimate corporate objective is to create shareholder value (as measured by the sum of share price appreciation and dividend paid to shareholders). To
do this, employees must develop and implement successful corporate and business-unit strategies. Employee compensation is critical to this process in two ways: 
  


	 	(i)	by supporting the strategies, management processes, organisation approaches and culture critical to creating shareholder value; and 

  

	 	(ii)	by paying directly for the value created. 

  

	3	KEY TERMS 

  
 Unless the context requires otherwise: 
  
 “Breach” means a breach of: 
  

	 	(i)	Telecom’s constitution; 

  

	 	(ii)	the listing and/or other rules governing the Exchange or any other stock exchange on which Shares are quoted; and/or 

  

	 	(iii)	the Securities Amendment Act 1988, any other statute or regulation, or Telecom’s internal procedures for insiders; 

  
 “Business Day” means a day on which the Exchange is open
for trading; 
  
 “Commencement Date” means the
date from and including which Ms Gattung is entitled to participate in the Scheme, specified in the Grant; 
  
 “Committee” means Telecom’s Human Resources and Compensation Committee or any other committee or person nominated by the board of
directors of Telecom or (as Telecom sees fit) that board; 
  
 “Employment” means employment with, or the provision of personal services (otherwise than as an employee) principally to, a company in the Group; 
  
 “Exchange” means New Zealand Exchange Limited’s NZSX; 
  

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 PERFORMANCE OPTION SCHEME 
  

 “Exercise Date” means: 
  

	 	(i)	the later of the Qualifying Date and the Performance Date; or 

  

	 	(ii)	the Qualifying Date, if there is no Performance Hurdle or the Qualifying Date and the Performance Date are the same, 

  
 subject to clause 11.4; 
  
 “Exercise Notice” means notice of the exercise of an
Option; 
  
 “Exercise Price” means (subject to
clause 10) the average daily closing price of Shares reported on the Exchange for the 20 Business Days immediately preceding the Commencement Date; 
  
 “Group” means Telecom and its subsidiaries; 
  
 “Grant” means the grant of an Option; 
  
 “Leave” means to cease Employment and neither assume immediately further Employment nor be on non-permanent leave of absence with Telecom
approval; 
  
 “Option” means (subject to clause
10) an option to subscribe for a Share pursuant to this Scheme; 
  
 “Option Lapse Date” means the first day after the expiration of the period, specified in a Grant, from and including the Commencement Date; 
  
 “Performance Date” means the date on which the Committee notifies Ms Gattung under clause 7 that the
Performance Hurdle is achieved; 
  
 “Performance Expiry
Date” means the date, specified in a Grant, for the purpose of clause 7.3; 
  
 “Performance Hurdle” means the performance hurdle (if any) specified in a Grant; 
  
 “Qualifying Date” means the first Business Day after the expiration of the period, specified in a Grant, from and including the
Commencement Date; 
  
 “Reconstruction” means
any consolidation, subdivision, cancellation, redemption, acquisition by Telecom or other rearrangement or reconstruction whatever of shares in Telecom which changes the proportionate interest in Telecom represented by a Share; 
  

 2 









 PERFORMANCE OPTION SCHEME 
  

 “Scheme” means the Performance Option Scheme recorded in this document as amended
from time to time; 
  
 “Share” means an ordinary
share in Telecom; and 
  
 “Telecom” means
Telecom Corporation of New Zealand Limited. 
  

	4	COMMITTEE 

  

	4.1	Administration 

  
 The Committee will administer all aspects of the Scheme, including the making of Grants. Any matter to be determined by the Committee will be determined
as it sees fit in its sole discretion. 
  

	4.2	Delegation 

  
 The Committee may delegate to any person (and revoke any delegation of) all or any of its powers, discretions, rights and obligations under the Scheme
from time to time as it sees fit, and reference to the “Committee” will be construed accordingly. 
  

	5	GRANTS 

  
 The Committee may make a Grant to Ms Gattung. Each Grant will: 
  

	 	(i)	specify the number of Options granted to Ms Gattung; 

  

	 	(ii)	enclose a copy of the Scheme (unless Ms Gattung has previously received a copy); 

  

	 	(iii)	specify the Commencement Date, the Exercise Price, the Performance Hurdle (if any), the Performance Expiry Date (if any) and the periods after which the Qualifying Date and the
Option Lapse Date fall; 

  

	 	(iv)	enclose an Options certificate; and 

  

	 	(v)	specify the period during which Ms Gattung may reject the Grant. 

  

	6	REJECTION OF GRANT 

  

	6.1	Opportunity 

  
 Ms Gattung may reject a Grant by giving the Committee notice, and returning to the Committee the Options certificate, within 40 Business Days after the
Grant. 
  

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 PERFORMANCE OPTION SCHEME 
  


	6.2	Acknowledgement 

  
 In retaining a Grant (and electing not to reject the Grant pursuant to clause 6.1), Ms Gattung acknowledges that: 
  

	 	(i)	the terms of the Scheme are binding; and 

  

	 	(ii)	participation in the Scheme does not affect the terms of Ms Gattung’s Employment. In no event will Telecom be deemed, by making a Grant or otherwise, to have represented that
Ms Gattung’s Employment will continue until and/or beyond the Qualifying Date or the Exercise Date. 

  

	7	EXERCISE OF OPTIONS 

  

	7.1	Qualifying Date notice 

  
 On or prior to the Qualifying Date, the Committee will notify Ms Gattung whether or not the Performance Hurdle has been achieved (where applicable).
Before determining that the Performance Hurdle has been achieved, the Committee will obtain external advice verifying achievement (that advice will not bind the Committee in any way). 
  

	7.2	Subsequent notice 

  
 If the Committee gives notice under clause 7.1 that the Performance Hurdle has not been achieved, the Committee will notify Ms Gattung of achievement, on
the next monthly anniversary of the Qualifying Date on which the Performance Hurdle is achieved (or, if that day is not a Business Day, on the next Business Day), subject to clause 7.3. 
  

	7.3	No further notice 

  
 The Committee will only give notice under clause 7.2 (if any) prior to the Performance Expiry Date. 
  

	7.4	Date on which Options may be exercised 

  
 Options may be exercised on the Exercise Date or any Business Day after the Exercise Date, unless: 
  

	 	(i)	Breach 

  
 the Committee considers that the exercise would give rise to a Breach; or 
  

	 	(ii)	Lapse 

  
 the Option has lapsed pursuant to clause 11. 
  

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 PERFORMANCE OPTION SCHEME 
  


	8	PROCEDURE FOR EXERCISE 

  

	8.1	Exercise Notice 

  
 Ms Gattung may, as she sees fit from time to time (subject to clause 7.4), exercise part or all of her Options (subject to any minimum number or multiple
of a number of Options prescribed by the Committee from time to time), by giving the Committee an Exercise Notice. 
  

	8.2	Payment 

  
 Any Exercise Notice must be accompanied by: 
  

	 	(i)	payment of the aggregate Exercise Price; and 

  

	 	(ii)	a form requesting consent to acquire Shares, in terms of Telecom’s internal procedures for insiders. 

  

	8.3	Issue 

  
 Within five Business Days after the date on which the Committee receives: 
  

	 	(i)	an Exercise Notice; 

  

	 	(ii)	payment; and 

  

	 	(iii)	a form requesting consent to acquire Shares, in terms of Telecom’s internal procedures for insiders, 

  
 in accordance with this clause, Telecom will issue to Ms Gattung Shares,
unless clause 7.4 precludes the exercise of Options (if so, the Committee will give notice to Ms Gattung accordingly and refund the Exercise Price (without interest)). 
  

	8.4	Committee’s notice 

  
 The Committee will give a further notice to Ms Gattung if she has been precluded (pursuant to clause 7.4(i)) from exercising an Option, as soon as it
considers that the exercise would no longer give rise to a Breach. 
  

	8.5	Effective exercise 

  
 Notwithstanding clauses 11.5 to 11.7, but subject to clause 8.6, the Exercise Notice, where Ms Gattung is precluded (pursuant to clause 7.4(i)) from
exercising an Option, will take effect 10 Business Days after the date on which the Committee gives its notice pursuant to clause 8.4, if Ms Gattung: 
  

	 	(i)	pays the aggregate Exercise Price; and 

  

	 	(ii)	delivers a form requesting consent to acquire Shares, in terms of Telecom’s internal procedures for insiders, 

  

 5 









 PERFORMANCE OPTION SCHEME 
  

 during that period. If Ms Gattung fails to do so, the Exercise Notice will be deemed to have been
revoked. 
  

	8.6	Continued Breach 

  
 If the exercise of Options pursuant to clause 8.5 would give rise to a Breach, the Committee will proceed as if an Exercise Notice had been given pursuant
to clause 8.1. 
  

	9	RIGHTS ON EXERCISE 

  
 Shares issued to Ms Gattung will be credited as fully paid and will rank pari passu in all respects with all Shares at the date of issue, except for any
dividend declared on Shares where the record date occurs prior to issue. 
  

	10	ADJUSTMENTS 

  

	10.1	Rights issue 

  
 If, prior to the exercise of an Option, Telecom confers on the holders of Shares rights to acquire Shares (or other benefits or assets), the Committee may
adjust the Exercise Price so that Ms Gattung receives a benefit which reflects the value of the rights to holders of Shares. Ms Gattung will not otherwise benefit from the rights and, in particular, may not acquire Shares (or other benefits or
assets) under the rights, except to the extent Ms Gattung becomes a holder of Shares (on the exercise of Options) before the record date for the rights. 
  

	10.2	Bonus issue 

  
 If, prior to the exercise of Options, Telecom issues Shares to the holders of Shares in a manner that maintains the existing relative voting and
distribution rights of all holders of Shares, Ms Gattung will be entitled on exercising the Options to receive additional Shares as if the Shares under the Grant received on exercising the Options had participated in the bonus issue. 
  

	10.3	Reconstruction 

  
 If, prior to the exercise of an Option, there is a Reconstruction, the Committee will adjust the number of Shares to be received on the exercise of
Options, the Exercise Price and/or any other rights under the Options, to the extent required at the time of the Reconstruction under the applicable listing and/or other rules governing the Exchange or any other stock exchange on which Shares are
quoted. 
  

	11	LAPSE OF OPTIONS 

  

	11.1	Rejection of Grant 

  
 If Ms Gattung rejects a Grant under clause 6.1, the Options under the Grant will lapse immediately. 
  

 6 









 PERFORMANCE OPTION SCHEME 
  


	11.2	Leave before Qualifying Date: cause or resignation 

  
 If Ms Gattung Leaves before the Qualifying Date due to termination for cause or resignation, the Options will lapse immediately. 
  

	11.3	Leave before Qualifying Date: other reason 

  
 If Ms Gattung Leaves before the Qualifying Date due to a reason other than those referred to in clause 11.2, the Options will lapse immediately unless
Telecom determines otherwise. Telecom may defer the lapse of Options for up to one year from and including the date on which Ms Gattung Leaves. Similarly, Telecom may deem the Performance Hurdle (where applicable) to be achieved on the date on which
Ms Gattung Leaves. 
  

	11.4	Lapse on Performance Expiry Date 

  
 If the Exercise Date does not precede the Performance Expiry Date (where applicable), the Options will lapse immediately. 
  

	11.5	Leave on or after Qualifying Date: cause or resignation 

  
 If Ms Gattung Leaves on or after the Qualifying Date due to termination for cause or resignation, the Options will lapse on the first day after the
expiration of one year from and including the date on which Ms Gattung Leaves or on the Option Lapse Date, whichever is the earlier. 
  

	11.6	Leave on or after Qualifying Date: other reason 

  
 If Ms Gattung Leaves on or after the Qualifying Date due to a reason other than those referred to in clause 11.5, the Options will lapse on the first day
after the expiration of one year from and including the date on which Ms Gattung Leaves or on the Option Lapse Date, whichever is the earlier. Telecom may deem the Performance Hurdle (where applicable) to be achieved on the date on which Ms Gattung
Leaves. 
  

	11.7	Option Lapse Date 

  
 An Option which has not otherwise lapsed pursuant to clauses 11.1 to 11.6 (for the avoidance of doubt, clauses 11.5 and 11.6 are subject to clause 8.5) or
11.8, lapses on the Option Lapse Date, subject to clauses 8.5 and 11.8. 
  

	11.8	Breach 

  
 Notwithstanding clauses 11.5 to 11.7, if, after the period of six months from the date on which it first gives notice pursuant to clause 8.3, the
Committee considers that it is still unable to give notice in respect of an Option pursuant to clause 8.4 and/or the exercise of Options pursuant to clause 8.5 would give rise to a Breach: 
  

	 	(i)	 the Committee will arrange to pay Ms Gattung the sum representing the difference between the Exercise Price and the average daily closing price of Shares reported
on the Exchange for the 20 Business Days immediately 



  

 7 









 PERFORMANCE OPTION SCHEME 
  


	 	 
preceding the date of the Exercise Notice given by Ms Gattung pursuant to clause 8.1; and 


  

	 	(ii)	the Option will lapse immediately upon that payment being made. 

  

	11.9	Variation or waiver 

  
 The Committee may vary or waive the application of clauses 11.1 to 11.8 for Ms Gattung. 
  

	12	NO DIVESTMENT 

  
 Ms Gattung may not transfer, assign, or otherwise dispose of or create any interest (including any security, legal or equitable interest) in an Option,
without the prior written consent of the Committee. 
  

	13	AMENDMENT 

  
 Telecom and Ms Gattung may from time to time agree in writing any variation to the application of the Scheme and/or any amendment to the Scheme, if the
variation and/or amendment (as the case may be) would not give rise to a Breach and would not (in Telecom’s view) adversely affect the interests of holders of Shares. 
  

	14	QUOTATION 

  
 Options will not be quoted on a stock exchange. 
  

	15	MISCELLANEOUS 

  

	15.1	Spirit of the Scheme 

  
 If any circumstance arises which might result in the spirit and intent of the Scheme not being fulfilled, the Committee will use all reasonable endeavours
to effect any modification to the Scheme required to preserve that spirit and intent. 
  

	15.2	Fractions 

  
 If a calculation (excluding any Performance Hurdle calculation) or adjustment under the Scheme produces a fraction of a cent or Share, the product will be
rounded to the nearest whole number favourable to Ms Gattung. 
  

	15.3	Entire agreement 

  
 The Scheme represents all of the terms on which Options are issued and exercised and Shares issued under the Scheme, except those which the Committee
reasonably implies to give effect to the Scheme. 
  

 8 









 PERFORMANCE OPTION SCHEME 
  


	15.4	Delay 

  
 No failure, delay or indulgence by the Committee in exercising any power or right conferred on it under the Scheme will operate as a waiver of that power
or right; nor will a single exercise of a power or right preclude further exercises, or the exercise of any other power or right under the Scheme. 
  

	15.5	Disputes 

  
 Any dispute which arises under the Scheme will be determined by the Committee. The Committee’s decision will be final. 
  

	15.6	Notice 

  
 All notices and communications required to be given or made under the Scheme will be in writing and addressed to the recipient at the address or facsimile
number from time to time designated by the recipient. Unless any other designations are given, the addresses and facsimile numbers of Telecom and Ms Gattung are those (if any) set out in the relevant Grant. Any notice or communication will be deemed
to have been received: 
  

	 	(i)	at the time of delivery, if delivered by hand; 

  

	 	(ii)	on the second Business Day after the date of mailing, if sent by post or airmail with postage prepaid; or 

  

	 	(iii)	on the day on which confirmation of proper transmission is received (on transmission), if sent by facsimile. 

  

	15.7	Governing law 

  
 The Scheme will be governed by and construed in accordance with New Zealand law. 
  

	15.8	Construction 

  
 Unless the context requires otherwise: 
  

	 	(i)	the singular includes the plural and vice versa, and words importing any gender include the other genders; 

  

	 	(ii)	a reference to a “person” includes any individual, partnership, committee and incorporated or unincorporated body (whether or not having a separate legal personality);


  

	 	(iii)	a reference to an “amendment” includes any deletion or addition; 

  

	 	(iv)	a reference to an enactment (statute or regulation) includes enactments in New Zealand and in any other jurisdiction affecting the Scheme, and is a reference to that enactment as
amended, or any enactment substituted for that enactment; 

  

 9 









 PERFORMANCE OPTION SCHEME 
  


	 	(v)	where a word or expression is defined in the Scheme, other parts of speech and grammatical forms of that word or expression have a corresponding meaning; and


  

	 	(vi)	a reference to a person includes its successors and permitted assigns. 

  

 10 









	[Telecom Logo]	 	 Telecom Corporation of New Zealand Limited
 68-86 Jervois Quay,
 PO Box 570
 WELLINGTON


  
 11 November 2003 
  
 Ms Theresa Gattung 
 Chief Executive Officer 
 PO Box 570 
 Wellington 
  
 Dear Theresa 
  
 PERFORMANCE OPTION SCHEME: GRANT 
  
 Telecom Corporation of New Zealand Limited (“Telecom”) has granted you share
options under the Performance Option Scheme (the “Scheme”). 
  
 Scheme Objectives 
  
 The Scheme is designed to drive longer-term
performance and alignment between yourself and shareholders. The Scheme’s purpose is to promote the growth of shareholder value. 
  
 I enclose a copy of the Scheme document for your information. Terms used in this letter have the meaning given to them in the Scheme. 
  
 Number 
  
 For this financial year Telecom has granted you the number of share options noted in the attached options Certificate (which forms part of
this letter) on the terms set out in the Scheme. 
  
 Commencement Date and
Option Lapse Date 
  
 The Commencement Date concerning your share options is
19 September 2003 and you will participate in the Scheme (with respect to those options) with effect from that date. 
  
 The Option Lapse Date falls immediately after 6 years from and including the Commencement Date. 
  
 Exercise Date 
  
 You may exercise share options during the period from the Exercise Date to the day before the Option Lapse Date (subject to certain constraints under the Scheme).

  
 The Exercise Date is the later of the Qualifying Date and the
Performance Date, or (if the Qualifying Date and the Performance Date are the same) the Qualifying Date. 
  
 The Qualifying Date is the earliest possible date for the exercise of share options (but subject to achievement of the Performance Hurdle). 
  
 The Performance Date is the date on which Telecom notifies you that the Performance Hurdle has been achieved. The respective
Performance Hurdles are attached to this letter. 
  
 Telecom will notify you
whether or not the respective Performance Hurdles have been achieved, on or before the Qualifying Date. 
  
 If Telecom notifies you that a Performance Hurdle has not been achieved, it will notify you of achievement on the next monthly anniversary of the Qualifying Date on which the Performance Hurdle is achieved (or, if
that day is not a Business Day, on the next Business Day), before the Performance Expiry Date. 
  
 The Performance Expiry Date falls on the Option Lapse Date. 
  









 Your share options will lapse immediately if the respective Performance Hurdles are not achieved before the Performance
Expiry Date. 
  
 Exercise Price 
  
 Under the Scheme, the price for which the share options may be exercised is equal to the
average daily closing price of Shares reported on New Zealand Exchange Limited’s NZSX for the 20 Business Days immediately preceding the Commencement Date (subject to certain possible adjustments). The Exercise Price on this occasion is stated
in your share options certificate. 
  
 Time for payment 
  
 The aggregate Exercise Price must be paid on the exercise of share options. Options not
exercised with payment of the aggregate Exercise Price before the Options Lapse Date will lapse. 
  
 Effect of Grant 
  
 You may reject the
Grant by giving notice to Telecom’s Human Resources and Compensation Committee (c/- the Company Secretary), within 40 Business Days after the date of this letter. 
  
 In retaining the Grant, you acknowledge that: 
  

	q	the terms of the Scheme are binding; and 

  

	q	participation in the Scheme does not affect the terms of your Employment. In no event will Telecom be deemed, by making the Grant, to have represented that your Employment will
continue until and/or beyond the Qualifying Date or the Exercise Date. 

  
 Key Documents 
  
 This letter (including the attached options
certificate and Performance Hurdle schedules) and the attached document entitled Performance Option Scheme govern your participation in the Scheme. 
  
 Future Allocations 
  
 You should note that share option allocations are made at the discretion of the Company, and that the offer of options in one year does not imply further offers will be made in future years. 
  
 Taxation 
  
 I would like to take this opportunity to inform you that advice received indicates that, when the options are exercised, a taxable
benefit will arise to you. The taxable benefit is calculated as the difference between the market value of the shares on acquisition and the consideration paid. The benefit is taxable in the year the options are exercised and the shares acquired.
Gains on the eventual sale of the shares will not be taxable to you as monetary remuneration unless the shares are acquired for the purpose of disposal or are held on revenue account (i.e. you are in the business of dealing in shares). 

 
 The above advice is of a general nature only and you are urged to seek your own additional
advice for specific implications regarding your individual circumstances. For example, if you cease to be resident for tax purposes in New Zealand, different tax considerations could apply. 
  
 If you wish to discuss any aspect of the Performance Option Scheme please call me.

  

	Yours sincerely
	
	/s/    PATSY REDDY        
	

	 Patsy Reddy
 Chair
 Human Resources & Compensation Committee


  









 PERFORMANCE OPTION SCHEME 
  
 This is to certify that: THERESA GATTUNG is the registered holder of 500,000 Options 
  
 to subscribe for fully paid ordinary shares in TELECOM CORPORATION OF NEW ZEALAND LIMITED
(the “Company”), issued pursuant and subject to the terms of the Company’s constitution and the Performance Option Scheme (the “Scheme”). 
  
 The special rights and conditions attached to the Options described in this certificate are set out in the attached copy of the Scheme.
Terms used in this certificate have the meaning given to them in the Scheme. 
  

	 Exercise Price
 Commencement
Date
	 	 $5.01 (subject to Scheme)
 19
September 2003


  

	 Certificate No.

	 	 No. of Options

	 	 Years from
Commencement Date to
Qualifying Date

	 	 Earliest possible
exercise date
(Qualifying Date)

	 	 Applicable
 Performance
 Hurdle


	 4831
	 	250,000	 	3	 	19 September 2006*	 	Schedule 1
	 4832
	 	250,000	 	3	 	19 September 2006*	 	Schedule 2

  

	*	subject to Performance Hurdle being achieved. 

  
 The Option Lapse Date means the first day after the expiration of 6 years from and including the Commencement Date (19 September 2003). 
  
 Signed for, and on behalf of, TELECOM CORPORATION OF NEW ZEALAND LIMITED on 11 November
2003 
  

	 	 	 	 	 
			
	  	 	 	 	 /s/    Illegible        


	Director	 	 	 	Director

  
 This certificate is evidence only of
the holder’s title in the Options described in this certificate. 
 Actual title is determined by reference to the Register of Option Holders.

  
 LONG – TERM 
 INCENTIVE 
  









 SCHEDULE 1 
  

Cost of Equity Performance Hurdle 
  
 Where, on the Qualifying Date or on any subsequent day, the Share Price exceeds the Benchmark Price (both calculated on the basis below), as determined by
Telecom, this cost of equity performance hurdle will be achieved. 
  
 Broadly, on
the Business Day immediately preceding the date of evaluation, the average price of a Share must exceed the Exercise Price increased by Telecom’s cost of equity and reduced by all cash dividends on a Share for the period from the Commencement
Date until the Business Day immediately preceding the date of evaluation. 
  
 A
worked example of the evaluation of this performance hurdle is included at the end of this schedule 1 (as an illustration only). 
  
 Share Price 
  
 The Share Price is the average daily closing price of Shares reported on the Exchange for the 10 Business Days immediately preceding the date of evaluation of this performance hurdle. Where Shares trade ex
dividend at any time during this period of 10 Business Days, the closing price for each day on which Shares trade cum dividend in this period will be reduced by the corresponding cash dividend (ie net of tax credits). 
  
 The Benchmark Price 
  
 The Benchmark Price is calculated under this formula: 
  
 Benchmark Pricea = 
  

	c	 	a	 	g	 	 
	 – 
	 	 	 	– 	 	 
	Benchmark Priceb (1 + ke ) f 	 	– ∑	 	dt (1 + ke ) f 	 	 
	 	 	t=b	 	 	 	 

  
 Where: 
  
 a = the date of calculation of the Benchmark Price (being the
Business Day immediately preceding the date of evaluation); 
  
 b = the later of the Commencement Date and the most recent anniversary of the Commencement Date; 
  
 c = a – (b – 1); 
  









 f = 365, or 366 where the period includes 29 February in a leap year; 
  
 Benchmark Pricea = the Benchmark Price calculated on a; 
  
 Benchmark Priceb = the Benchmark Price on b (equal to the Exercise Price where b is the
Commencement Date, or the Benchmark Price calculated under the formula above where b is the most recent anniversary of the Commencement Date (in this regard, Benchmark Priceb will equal Benchmark Pricea calculated on the day immediately preceding the anniversary date));

  
 ke = the annualised cost of equity for Telecom*; 
  

	 	dt  =	the cash dividend (net of tax credits) on a Share with an ex dividend date t during the period between a and
b (both inclusive); 

  
 t =
the ex dividend date for dt; 
  
 g = a – (t – 1). 
  
 * Telecom will determine Telecom’s cost of equity for each year from
and including the Commencement Date, after taking external advice in this regard (the external adviser will use a generally accepted capital asset pricing model and estimation methodology in estimating Telecom’s cost of equity). The cost of
equity for the year from and including the Commencement Date has been set at 11.6%. 
  
 Differences between days are expressed as an integer number of days. 
  
 References to Shares trading ex dividend or cum dividend and to ex dividend date relate to Shares trading on the Exchange.

  
 The Benchmark Pricea or the Benchmark Priceb will be adjusted by Telecom if there is a relevant adjustment under the Scheme. Terms used in
this schedule 1 have the meaning given to them in the Performance Option Scheme. 
  
 Worked example 
  
 Assumptions 
  

	 	1.	Assume an Exercise Price of $5.00, a Commencement Date of 19 September 2003 and a Qualifying Date of 19 September 2006. 

  

 2 









	 	2.	Assume dividends of 20 cents per Share are paid semi-annually, with Shares trading ex dividend on 1 March and 1 September of each year. 

  

	 	3.	The assumed cost of equity is 11.6% for year 1, 10% for year 2 and 11% for year 3. 

  
 Numbers may not add, due to rounding. For the purposes of this example, a and b have been reset to 1 on each
anniversary of the Commencement Date. 
  
 Implied Benchmark
Price 
  
 End of Year 1 
  
 Benchmark Price 
  
 = Exercise Price escalated at the cost of equity - value of
cash dividends paid adjusted by cost of equity 
  

	 366-(1-1)
	 	 	 	(	 	366-(165-1)	 	366-(349-1)	 	)	  	 
	 = $5.00 x 1.116 366   
	 	-	 	 	$0.10 x 1.116 366    	 	+ $0.10 x 1.116 366    	 	  	 
	 	 	 	 	 	 	 	 	 	  	 

  
 =
$5.58 - ($0.1062 + $0.1005) 
  
 = $5.58 - $0.2068

  
 = $5.3732 
  
 End of Year 2 
  
 Benchmark Price 
  
 = Benchmark Price at end of year 1 escalated at the cost of
equity - value of 
    cash dividends paid adjusted by cost of equity 
  

	 365-(1-1)
	 	 	 	(	 	365-(164-1)	 	365-(348-1)	 	)	  	 
	 = $5.372 x 1.10 365   
	 	-	 	 	$0.10 x 1.10 365    	 	+ $0.10 x 1.10 365    	 	  	 
	 	 	 	 	 	 	 	 	 	  	 

  
 =
$5.9105- ($0.1054+ $0.1005) 
  
 = $5.9105-
$0.2059 
  
 = $5.7046 
  

 3 








 End of Year 3 
  
 Benchmark Price 
  
 = Benchmark Price at end of year 2 escalated at the cost of equity - value of 
    cash dividends paid adjusted by cost of equity 
  

	 365-(1-1)
	 	 	 	(	 	365-(164-1)	 	365-(348-1)	 	)	  	 
	 = $5.7046 x 1.11 365   
	 	-	 	 	$0.10 x 1.11 365    	 	+ $0.10 x 1.11 365    	 	  	 
	 	 	 	 	 	 	 	 	 	  	 

  
 =
$6.3322 - ($0.1059 + $0.1005) 
  
 = $6.3322 -
$0.2065 
  
 = $6.1257 
  
 Assuming, on the Qualifying Date: 
  

	 	•	the Benchmark Price calculated on the immediately preceding Business Day was $6.1257; and 

  

	 	•	a Share Price of $6.25 (i.e assuming this to be the average closing price of a Share for the 10 Business Days preceding the Qualifying Date), 

  
 this performance hurdle would be achieved. 
  
 After the Qualifying Date, the Benchmark Price would continue to be
calculated in the manner described above (daily) and compared to the Share Price (calculated for all relevant Business Days), if this performance hurdle were not previously achieved. 
  

 4 








 SCHEDULE 2 
  

Global Telecommunications Index Performance Hurdle 
  
 Where, on the Qualifying Date or on any subsequent Business Day, the Total Shareholder Return exceeds the Global Telecommunications Index Return (both
calculated on the basis below), as determined by Telecom, this global telecommunications index performance hurdle will be achieved. 
  
 Broadly, the total return (expressed as a percentage) on a Share for the period from the Commencement Date until the Business Day immediately preceding the date of
evaluation must exceed the gross return (expressed as a percentage) for the same period on the MSCI World Integrated Telecommunication Services Index calculated by Morgan Stanley Capital International Inc. (MSCI). 
  
 A worked example of the evaluation of this performance hurdle is included at the end of this
schedule 2 (as an illustration only). 
  
 Total Shareholder Return

  
 Telecom’s total shareholder return (TSR) is a combination of
the appreciation in the price of Shares and cash dividends (net of imputation credits) on Shares for the period from the Commencement Date to the Business Day immediately preceding the date of evaluation. TSR is to be calculated assuming the cash
dividend is reinvested into Shares on the day the dividend is paid (exclusive of transaction costs). Other adjustments may also be made to reflect the dilutive or consolidation effect of changes to Shares. 
  
 TSR will be calculated under this formula: 
  
 TSR = (A/B-1) x 100; 
  
 Where: 
  
 A = the index value of TSR on the date of calculation (this date being the Business Day immediately preceding the date of evaluation); and 
  
 B = 1000, being the assumed index value of TSR at the close of the Business
Day immediately preceding the Commencement Date. 
  









 The determination of the index value of TSR will reflect the following daily calculation methodology over the life of the
Options: 
  
 TSR Indext1 = TSR Indext0 *
(Telecom Closing Pricet1 / ((Telecom Closing Pricet0 – DPSt1) * Dilution
Factort1)) 
  
 where: 
  
 TSR Indext0 = index
value of TSR on date t0; 
  

Telecom Closing Pricet0 = closing price of Shares reported on the Exchange on date t0; 
  
 Telecom Closing Pricet1 = closing price of Shares reported on the Exchange on date t1 (date t1 being the Business Day immediately following date
t0); 
  
 DPSt1 = cash dividend
on a Share (net of imputation credits) that commences trading ex dividend on date t1. Pro rata returns of capital
are treated in the same way as dividends; and 
  
 Dilution
Factort1 = dilution or consolidation effect of a Reconstruction or similar event (for example, bonus issues, rights
issues, Share consolidations and splits) occurring on date t1. Dilution Factort1 may be greater or less than one (but always greater than 0). 
  

For example, in the case of: 
  

	 	•	divisions: if Shares were split so that every one Share became two Shares, Dilution Factort1 would be 1/2, or 0.5; 

  

	 	•	consolidations: if Shares were consolidated so that every five Shares became four Shares, Dilution Factort1 would be 5/4, or 1.25; 

  

	 	•	bonus issues: if shareholders received three Shares for every one Share, Dilution Factort1 would be 1/4, or 0.25; 

  

	 	•	rights issues: Dilution Factort1 can be
expressed by the following formula: 

  
 (Old Price +
Entitlement Ratio * Subscription Price) / (Old Price * (1 + Entitlement Ratio)) 
  
 It is assumed that all rights are exercised, on the basis that all holders would avoid value dilution; and 
  

	 	•	share cancellations: Dilution Factort1 can be
expressed by the following formula: 

  
 (Old Price
– Cancellation Ratio * Capital Returned per Share) / (Old Price * (1 – Cancellation Ratio)). 
  
 In cases where multiple Reconstructions or similar events occur simultaneously, the Dilution Factort1 would involve a combination of adjustments. 
  

 2 








 Global Telecommunications Index Return 
  
 The Global Telecommunications Index Return will be calculated under this formula: 
  
 Global Telecommunications Index Return = (A/B–1) x 100; 
  
 Where: 
  
 A = the index value of the MSCI World Integrated Telecommunication Services Index on the date of calculation (this date
being the Business Day immediately preceding the date of evaluation); and 
  
 B = the index value of the MSCI World Integrated Telecommunication Services Index at the close of the Business Day immediately preceding the Commencement Date. 
  
 The MSCI World Integrated Telecommunication Services Index is to reflect: 
  

	 	•	The gross returns (i.e. the combination of share price appreciation and gross dividends (as defined by MSCI)) of the constituent companies. MSCI’s definition of gross dividend
is that it is the dividend distributed to individuals resident in the country of the company and excludes tax credits; and 

  

	 	•	The returns of the constituent companies in their local currency. 

  
 Terms used in this schedule 2 have the meaning given to them in the Performance Option Scheme. 
  
 Worked example 
  
 Assumptions 
  

	1.	TSR index value on the date of calculation is 1550. TSR index value at the close of the Business Day immediately preceding the Commencement Date is 1000. 


 

	2.	MSCI World Integrated Telecommunication Services Index value on the date of calculation is 80 (noting, as a practical matter, that trading in the constituent companies of that index
on that same Business Day will continue after trading in Shares on the Exchange). MSCI World Integrated Telecommunication Services Index value at the close of the Business Day immediately preceding the Commencement Date is 50.


  

	3.	The calculations take place on a date after the Qualifying Date but prior to the lapse of the Options. 

  

 3 








 Based on these assumptions, TSR over the period = (1550/1000 –1) x 100 = 55%. 
  
 The Global Telecommunications Index Return over the equivalent period = (80/50 –1) x100
= 60%. 
  
 As TSR would not exceed the Global Telecommunications Index Return over
the period, this hurdle would not be achieved. 
  

 4