Exhibit 4.2.2


 


14 January 2003


 


 


Mr Greg Camm

32/100 Queen St


MELBOURNE VIC 3000


 


 


Dear Greg,


 


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, ANZ New
Zealand.


 


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, ANZ New Zealand reporting me and located at
ANZ Centre, 23 Albert Street, Auckland New
Zealand.


 


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 XXX.  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 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 of the previous year, or zero
whichever is greater.


 


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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.


 


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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.


 


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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.


 


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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


 


 


John McFarlane


Chief Executive Officer


 


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SCHEDULE
REMUNERATION ENTITLEMENTS, INCLUDING
PAYMENTS ON TERMINATION


 


	
  Name:

  	
  Greg
  Camm

  
	
  Title:

  	
  Managing
  Director, ANZ New Zealand

  
	
  Location:

  	
  ANZ
  Centre, 23 Albert Street, Auckland New Zealand

  
	
  Reporting To:

  	
  John
  McFarlane, Chief Executive Officer

  
	
  Schedule Issued:

  	
  14
  January 2003

  	
  Effective Date:

  	
  XXX

  



 


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 AUD$833,333.


 


1.1            Fixed Reward - TEC


 


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


 


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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                      Relocation


 


ANZ will pay
you an allowance of $NZD4,992 gross at the end of each fortnight for the
duration of up to 3 years. Payment of all applicable taxes will be your
responsibility from the date payments commence. This allowance will cease
should you no longer be in the employment of ANZ or should you transfer to
Australia at ANZ instigation prior to the end of the 3 years.


 


If within 18
months from the date of entering into a property purchase agreement, ANZ
terminates your employment in New Zealand (for any other reason than dismissal
due to misconduct or by failure to perform duties in accordance with this
contract), or you are required to return to Australia at the instigation of
ANZ, and the New Zealand property is sold within four months of receipt of
notice of your termination of employment in New Zealand or transfer to
Australia at ANZ instigation, ANZ will indemnify you for any amount by which
the sale price of the property is less than $NZD1.525m. Taking into account all
circumstances at the time of sale, you and ANZ may agree to waive the four
month period to sell the property.


 


4                      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 issued to you as part of a short-term incentive
program under a former employment agreement between you and ANZ;


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


•                       exercise any options granted to you under a former employment
agreement between you and ANZ, in accordance with the ANZ Share Option Plan
Rules (that is, with the Board’s approval or otherwise in accordance with the
Rules);


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


 


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•             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 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).


 


5                      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, Gregory Joseph
Camm, have read and understood and agree to the terms of employment
set out in this employment agreement (including the Schedule).


 


 


	
  Name:

  	
  Gregory Camm

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ G Camm

  	
   

  	
  Date:

  	
  14 Jan 2003

  	
   

  
							



 


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