Exhibit 4.2.1


 


23
April 2003


 


Mr
Timothy L’Estrange


 


 


Dear Tim,


 


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 ANZ satisfactorily completing reference checking.


 


This letter sets out the terms
of your employment, and constitutes your employment agreement with ANZ
(“employment agreement”).  (References
to ANZ include any corporation related to ANZ under the Corporations Act 2001.)


 


1                                         Position,
Reporting Arrangements and Location


 


Your position
is Group General Counsel reporting
to Peter Marriott,  Chief Financial Officer and located at 100 Queen Street, Melbourne.


 


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 the
earlier of the date you sign it and your first day of work in your new
position.


 


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 the 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.


 


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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 willful 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 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 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 (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 salary. 
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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15                                  Other
Conditions of Employment


 


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.


 


Following the satisfactory
completion of reference checking through next week, we would confirm this offer
in writing.


 


 


Yours sincerely


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED


 


 


Shane
Freeman


Group
General Manager People Capital


 


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SCHEDULE


REMUNERATION ENTITLEMENTS, INCLUDING PAYMENTS


ON TERMINATION


 


	
  Name:

  	
   

  	
  Tim L’Estrange

  
	
  Title:

  	
   

  	
  Group General Counsel

  
	
  Location:

  	
   

  	
  100 Queen Street, Melbourne Australia

  
	
  Reporting
  To:

  	
   

  	
  Peter Marriott

  
	
  Schedule
  Issued:

  	
   

  	
  23 April 2003

  	
   

  	
  Effective
  Date:

  	
   

  	
  T.B.A

  



 


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 ($500,000) plus
Variable Reward – Executive Remuneration Scheme($300,000).  Your annualised TTR is $800,000.


 


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 a 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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1.3                     Additional
entitlements on commencement


 


(a)         Cash
payment


Subject to
continued employment, a cash payment equal to $50,000 will be paid in each of
October 2003, and April 2004


 


(b)


Subject to
Board approval and within 3 months of your commencement with ANZ, you will be
issued with deferred shares to the value of AUD$300,000.  Half of these shares will vest on 1 October
2004, and half on 1 October 2005.


 


(c)          In the event of notice
of resignation prior to the dates in 1.3(a) above, or prior to the vesting
periods specified in clause 1.3(b) above the cash payments and shares will be
forfeited.


 


(d)         In the event of ANZ
terminating the contract on notice (see clause 12.3a) prior to vesting, 50% of
the equity stated in this clause will be forfeited.


 


1.4                     Long
Term Incentives


 


(a)         You may be eligible to
participate in the Board’s long term incentive plan.  Awards under this plan are entirely at the Board’s
discretion.  I have provided you with
details regarding this plan under separate cover..


 


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
to relocate you and your family from Sydney to Melbourne.  This will include:


 


•                       economy
airfares from Sydney to Melbourne for you and your family;


•                       all
reasonable costs in relation to the removal and storage of furniture and
personal belongings.  Storage costs will
be covered for a period of up to 12 weeks from the date of your arrival in
Melbourne;


•                       a fully
paid serviced apartment or house of sufficient size to accommodate your family
for a period of up to 12 weeks from the date of your arrival in Melbourne;


•                       a
fully-maintained hire car for a period of up to 2 weeks from the date of your
arrival in Melbourne, or for such lesser period if you organise a personal
vehicle sooner;


•                       all
reasonable agent’s and transaction costs for the purchase of a house in
Melbourne;


 


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.


 


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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.


(For the
Initial issue of ANZ Share Options and Deferred Shares the provisions of clause
1.3 will apply to the Initial issue.)


 


•                       On termination for serious
misconduct (see clause 12.3c),


you will not
be entitled to:


•                  any unvested
deferred shares issued to you;


•                  exercise any
options.


 


•                       On termination on notice
(see clause 12.3a),


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).


(For the
Initial issue of ANZ Share Options and Deferred Shares the provisions of clause
1.3 will apply to the Initial issue.)


 


•                       On retrenchment (see
clause 12.3b),


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.


 


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


 


 


ACCEPTANCE


 


I, Timothy L’Estrange, have read and understood and agree to the
terms of employment set out in this employment agreement (including the
Schedule).


 


 


	
  Name:

  	
  Timothy
  L’Estrange

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
  /s/ Timothy
  L’Estrange

  	
   

  	
  Date:

  	
  24.4.03

  	
   

  
								



 


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