Exhibit 4.2.3


 


13 August 2003


 


Michael Grime


32/100 Queen St.


Melbourne Vic 3000


 


 


Dear Mike


 


On behalf of Australia and New Zealand Banking Group Limited (“ANZ”), I
am pleased to offer you employment with ANZ.


 


This offer is conditional upon you obtaining permanent residence status
in Australia and lawfully terminating your current employment with Standard
Chartered Bank.


 


This letter sets out the terms of your employment should you accept
this offer and those conditions be satisfied, and will constitute your
employment agreement with ANZ (“employment agreement”).  This employment agreement will replace 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, Operations, Technology and Shared
Services, located at 100 Queen Street, Melbourne, Victoria, Australia.


 


Your position is at Senior Executive Group 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              Term of Employment
Agreement


 


Your employment pursuant to this employment agreement will commence on
a date to be agreed but not later than [insert
date] and, subject to the rights of either party to terminate the
employment under clause 12, will continue for a period of 3 years thereafter,
whereupon it the employment will terminate by the effluxion of time unless the
parties otherwise agree. (‘Term’)


 


3              Remuneration


 


The details of your remuneration are set out in the Schedule.  The Schedule forms part of this employment agreement.  Your entitlement to remuneration will
commence on your first day of work in your new position.


 


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 positive accrual
of this leave and your annual leave balance at 1 October each year will never
be more than your balance at 1 October following your first year of service, or
zero whichever is greater.


 


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 walved 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 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 fall 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 6
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 by giving you 6
months’ written notice.  ANZ may elect
to pay you in lieu of giving you all or part of the notice period based on your
Total Employment Cost package (“TEC”) (refer Schedule below).  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)        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.


 


15           Other Conditions of
Employment


 


This offer of employment is conditional upon your obtaining residence
in Australia.  Therefore, you should not
resign from your current employer, Standard Chartered Bank, until ANZ formally
advises you that your Australian residence visa requirements have been
approved.  ANZ will assist you with, and
will pay for, the processing of you and your family’s Australian visa
requirements.


 

















 


In accordance with ANZ policy, a police record check will be required
to be undertaken prior to your commencing work with ANZ.  Your employment with ANZ is conditional upon
receipt of a police record check that is satisfactory to ANZ.


 


If you have not already provided the following original documentation
for sighting, then please forward copies with your acceptance and bring the
originals with you for verification on your first day of work in your new
position:


 


•              Birth Certificate or Certificate
of Extract of Birth;


•              proof of legal right to work in
Australia (if applicable); and


•              evidence of educational
qualifications.


 


Production of this documentation is a condition of employment with
ANZ.  If you do not have this
information, you will be asked to defer commencement with ANZ until this
documentation is produced.


 


As an ANZ employee, your salary will need to be directly credited to an
ANZ account.  An ANZ Access account
attracts staff concessional benefits. 
To open this account, or other accounts, contact your local branch or
ANZ Phone Banking on 1800 641 567.  You
will need to meet the relevant account terms and conditions and present the
necessary documentation to meet the 100-point check required by law.


 


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:

  	
   

  	
  Michael Grime

  
	
  Title:

  	
   

  	
  Managing Director, Operations,
  Technology and Shared Services

  
	
  Location:

  	
   

  	
  100 Queen Street, Melbourne,
  Victoria, Australia

  
	
  Schedule Issued:

  	
   

  	
   

  	
  Effective Date:

  	
  TBA

  



 


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 (60% of TTR) plus Variable Reward – Executive
Remuneration Scheme (40% of TTR).  Your
annualised TTR is AUD1,000,000.


 


1.1          Fixed Reward - TEC


 


Your TEC package on commencement of work in
your new position is AUD600,000 per annum.


 


You must take 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.


 

















 


1.3          Long Term Incentives


 


You may be eligible to participate in ANZ’s Long Term Incentive
Plan.  Awards under this Plan are
entirely at the discretion of the Board.


 


2              Other
Benefits


 


2.1                               Should
you lose your entitlement to your current year bonus as a result of your
resignation from Standard Chartered Bank (“SCB”), ANZ will compensate you to
the value of up to AUD400,000 paid in the form of shares deferred for 3 years,
i.e. they will be held in trust for at least 3 years during which period you
will be unable to dispose of them but you will receive any dividends payable in
respect of them.  The allocation price
of the shares will be determined as at the date of purchase/issue.  The shares may remain in trust for up to 10
years but will be subject to forfeiture in the event of serious misconduct.


 


2.2                               If
as a result of your resignation from SCB, you lose access to non-vested SCB
equity (such equity having been issued to you at an issue price of less than
GBP8.10), you will receive compensation from ANZ for a loss of up to
AUD250,000.  You will need to provide
details of such equity issues to enable the quantum of the compensation to be
calculated.


 


2.3                               The
provision of the benefits detailed in paragraphs 2.1 and 2.2 above are subject
to ANZ Board approvals and, subject to these approvals being given, the
benefits will be effected with 3 months of your commencement with ANZ.


 


3                                         Relocation
to Melbourne


 


ANZ will pay to relocate you and your family from the United Kingdom
(“UK”) to Melbourne, Australia.  This
will include:


 


•                       first class
airfares for you and your immediate family in order for you to commence
employment with ANZ;


•                       reasonable
agent’s costs and transaction costs for the sale of your primary UK residential
property and on the purchase of a residence in Melbourne;


•                       reasonable
costs in relation to the removal of furniture and personal belongings;


•                       the
services of a relocation consultant to assist with identifying suitable
housing;


•                       a serviced
apartment or a furnished house of sufficient size to accommodate you and your
family for 3 months from the time of your arrival in Melbourne;


•                       a fully-maintained
hire car for 3 months;


•                       the cost of
any official immigration documentation required.


 


4              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.


 


5              Entitlements
upon Termination of Employment


 


(a)                                  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.


 


(b)                                 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:


 

















 


(i)                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.


 


(ii)            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.


 


(iii)        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).


 


(iv)           On termination by the effluxion of time (see
clause 2),


you will be entitled to:


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


•                       any
deferred shares issued to you, in accordance with the conditions of issue;


•                       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).


 


(v)               On total and permanent disablement or death,


you or, in the event of death, your estate, will be entitled to:


•                       a
Performance Bonus pro-rated 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).


 


6                      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, Michael Grime, have read and
understood and agree to the terms of employment set out in this employment
agreement (including the Schedule).


 


	
  Name:

  	
  MICHAEL GRIME

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
  /s/ Michael Grime

  	
   

  	
  Date:

  	
   19/8/03