Exhibit 4(c)16


 


	
  

  	
   

  	
   

  	
  Westpac Banking Corporation

  ABN 33 007 457 141

  



 


	
   

  	
   

  	
  DAVID MORGAN

  Chief Executive Officer

  Level 27, 60 Martin Place

  Sydney NSW 2001

   

  Dir Tel: 02 9226 3004

  Dir Fax: 02 9226 4128

  Email: dmorgan@westpac.com.au

  



 


PRIVATE &
CONFIDENTIAL


 


6 October 2004


 


Rob Coombe


General Manager,
Distribution


BT Financial Group


Level 2


2 Chifley Tower Square


NSW 2000


 


 


Dear Rob


 


I would like to formally
offer you a position on Westpac’s Group Executive Team, on the terms set out
below and those contained in the attached Executive Employment Agreement.


 


1.                                      Date Of Commencement


 


Your
date of commencement will be at a mutually agreeable date and will be no later
than 1 March 2005.


 


2.                                      Position And Duties


 


Your
role will be that of Group Executive, BT Financial Group, which will report to
me.


 


We
will work together to clarify and agree the scope of your responsibilities in a
way that  meets our mutual
objectives. Because of the dynamic nature of the industry and our commitment to developing our key people, the
scope of the role may change over time. Westpac has the right to change your duties or reporting lines, or
transfer you to another location
or position, provided that it is reasonably comparable to your current
position.


 


3.                                      Fixed Remuneration


 


Fixed
Package and Employer Superannuation


 


Your
Fixed Package will be $550,459 per annum.


 


In
addition to your Fixed Package, Westpac will make superannuation contributions
on your  behalf to the BT
Lifetime Super - Employer Plan


 





















 


The
current value of these benefits is 9% of your Fixed Package.


 


Flexible
Choice Benefits


 


You
may select a number of non-cash benefits, such as vehicles or additional
superannuation, from your Fixed Package in lieu of cash salary. The value of
these non-cash benefits can be up to a maximum of 40% of your Fixed Package.
Any Fringe Benefits Tax (“FBT”) incurred will be deducted from your Fixed
Package. Details of these non-cash benefits are contained in the attached
Executive Employment Agreement. The available benefits may be changed at
Westpac’s discretion in accordance with its remuneration policy.


 


Distribution
of Salary via a Westpac Bank Account


 


Your
cash salary will be paid fortnightly into your nominated Westpac account.


 


4.                                      Variable Remuneration


 


In
addition to your Fixed Package, you will be eligible to participate in Westpac’s
Value Management Compensation Plan (“STI”) as amended by Westpac from time to
time. The STI plan allows for a payment between 0% and 200%of your STI target.


 


Your
target STI for the financial year 2004/2005 is $650,000.


 


In
future financial years, your STI target will be set by West pac annually at the
commencement of that financial year.


 


You
may also from time to time be invited to acquire Westpac securities under
Westpac’s hurdled employee equity plans (“LTI”) as amended by Westpac from time
to time. Your LTI target for the 2004/2005 financial year is securities to the
value of $850,000.


 


More
information about your STI and LTI is contained in the attached Executive
Employment Agreement.


 


Rob, I am looking forward to working with you as a key member of the
Group Executive team. If you agree that this letter and the attached Executive
Employment Agreement reflects our discussions and meets your expectations in
terms of your appointment would you please sign the enclosed copy and return it
to me. In the meantime, please contact me if there is anything further you wish
to discuss.


 


 


Yours sincerely


 


	
  /s/ David
  Morgan

  	
   

  



 


 


I, Rob Coombe accept terms and conditions outlined in this letter and
the attached Executive Employment Agreement.


 


	
  /s/ Rob
  Coombe

  	
   

  	
  8/10/2004

  
	
  (signature
  and date)

  



 


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Executive
Employment Agreement


 


This Agreement applies to
your employment as Group Executive, BT Financial Group It should be  read in conjunction with the accompanying
letter of offer. Where there is any conflict between the terms of this Agreement and those contained
in the accompanying letter of offer, this Agreement will apply to the extent of that
inconsistency.


 


1.                                      Employer


 


Your employer is Westpac
Banking Corporation ABN 33 007 457 141 ( “Westpac”). On acceptance of  this offer, your employment with BT Financial
Group Pty Ltd (“BTFG”) will terminate by agreement immediately before you commence employment
with Westpac. On joining Westpac, your previous continuous service with BTFG and the Principal Group will be recognised
for the purpose of all service-related
benefits. Accordingly, your leave balances will transfer to Westpac at the time
you become a Westpac employee.


 


For the purposes of this
Agreement, Westpac and the Westpac Group means Westpac Banking  Corporation and its related bodies corporate
(as defined in the Corporations Act, 2001).


 


2.                                      Core Business Values


 


Our set of core values
provide the basis for how we go about our business of being a great Australian
company. At Westpac our core
business values are:


 


•                  Teamwork


 


•     Integrity


 


•                  Performance.


 


These values shape our
decisions and our relationships with all our key stakeholders including  customers, shareholders, the community and
employees.


 


3.                                      Fixed Package


 


Fixed Package


 


Your Fixed Package is set
out in your offer letter.


 


In addition to your Fixed
Package, Westpac will make superannuation contributions on your behalf to
the BT Lifetime Super - Employer
Plan.


 


The current value of these
contributions is 9% of your Fixed Package.


 


Flexible Choice Benefits


 


The following non-cash
benefits may be selected from your Fixed Package in lieu of cash salary. The
value of these non-cash benefits
can be up to a maximum of 40% of your Fixed Package. Any Fringe Benefits Tax (“FBT”) incurred will be deducted from your Fixed Package. The
remaining amount of your Fixed
Package (after the value of non-cash benefits and FBT have been deducted) will
be paid to you as salary.


 


The following non-cash
benefits are currently available, however the available benefits may be  changed at Westpac’s discretion in accordance
with its remuneration policy.


 


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Employee Superannuation Contributions


 


You may elect to make
nominated contributions to the BT Lifetime Super - Employer Plan. from your
Fixed Package.  These contributions (plus
contributions tax) will be deducted from your Fixed Package on a pre-tax basis.


 


Motor Vehicle


 


You will be entitled to package
two motor vehicles under a novated lease arrangement.  The total running costs (which include lease
payments, petrol, insurance, FBT and registration) will be deducted from your
Fixed Package on a pre-tax basis. 
Details of the cost will be provided to you on or shortly after your
commencement.


 


Parking


 


If you wish to include car
parking in your package, Westpac will provide a parking space at its
premises.  The notional value, inclusive
of FBT, will be deducted from your Fixed Package on a pre-tax basis.  Details of the cost will be provided to you
on or shortly after your commencement. 
Please note that car parking is subject to availability and this benefit
may be withdrawn at any time.


 


Other items


 


Other non-cash benefits,
such as child-care and personal computers, may be available to you from time to
time.  As with the other non-cash
benefits, the total cost of these benefits will be deducted from your Fixed
Package.


 


4.                                      Variable Remuneration


 


Short Term Incentive


 


You will be eligible to be
considered for an annual performance bonus. The current Short Term Incentive (“STI”)
plan allows for a range of payment between 0% and 200% of your target depending
on individual and group business reports.


 


Your STI target for this
financial year (if any) is set out in your offer letter. In future financial
years, your STI target, if any, will be set by Westpac annually at the
commencement of that financial year.


 


If your actual STI exceeds
100% of your target STI, Westpac may defer payment of the portion of the STI
which exceeds 100% of your target STI for up to three financial years.  If this occurs, a portion of the deferred
payment will become due in each subsequent financial year.  Interest, at a rate determined by Westpac,
will be applied to the balance outstanding each financial year and paid to you
at the end of that financial year.  The
terms of the deferral will be determined by Westpac and provided to you at the
time the deferral is made.  In
circumstances determined by Westpac, any unpaid deferred payment (including
interest) may be forfeited.


 


Westpac may, in its
discretion, choose to vary, discontinue or replace its STI plans.  Further, all payments under the STI plan are
made at Westpac’s complete discretion. 
Westpac may exercise this discretion and elect not to pay you any STI in
any year.


 


Long Term Incentive


 


You will also be eligible to
participate in Westpac’s hurdled employee equity plans as amended by Westpac
from time to time.  The decision to
extend an invitation to you to participate and, if you accept the invitation,
the number of securities to be granted to you, are both at the discretion of
the Westpac Board or its authorised delegate. 
Any securities allocated to you will be subject to performance hurdles
which will determine the number of securities to which, subject to the Plan
rules, you will become entitled.  An
explanation of the equity schemes and a summary of the plan rules will be
provided to you at the time an invitation is extended.




Your LTI target for the
2004/2005 financial year is set out in your offer letter.   Your LTI target for future years, if any,
will be set by Westpac.


 


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LTI targets are valued in
accordance with the Westpac valuation model as determined from time to time
with the actual number dependent on your assessed personal contribution and
potential, and the Group’s business results. 
Irrespective of this, all grants are at the sole discretion of the Board
or its authorised delegate.


 


Westpac may in its
discretion choose to vary the terms of these equity plans, discontinue equity
plans or introduce or substitute other equity plans.


 


5.                                      Annual Remuneration Review


 


Your remuneration will be
reviewed annually.  Reviews will be
conducted at the end of each financial year (30 September) and changes, if any,
will be effective 1 January of the following year.


 


6.                                      Other Benefits


 


In addition to your Fixed
Package, Westpac will also provide you with the following benefits:


 


Insurance                                                                                                                                           Westpac will provide you with death and total
and permanent disability insurance cover of up to $600,000 in the Westpac Executive Group Life
Plan.  This is in addition to any
entitlement you have as a member of the BT Lifetime Super - Employer
Plan..  Your coverage is subject to the
policy terms and conditions.


 


Health Checks                                                                                                                   You will be invited to attend an annual
comprehensive health check at Westpac’s expense.  This is provided as a benefit to you and the
results of the health check will not be disclosed to Westpac.


 


Westpac Employee Advantage                          You may access Westpac’s discretionary staff benefits under the
Employee Advantage Program, which may include priority customer discounts on
loans and other Westpac products as well as corporate discounts on various
third party goods and services covering health and lifestyle benefits and other
products.   Please note that the products
and services provided under the Employee Advantage Program may vary from time
to time.


 


Private Bank                                                                                                                             If you are not already with Westpac Private
Bank, we will introduce you for your personal Banking requirements.


 


7.                                      Minimum Shareholding
Guidelines


 


Any grants made under
Westpac’s employee equity plans are subject to the Executive Shareholding
Guidelines (“Guidelines”)
determined by the Remuneration
Committee of Westpac’s Board from time to time. 
A copy of the Guidelines is attached.


 


The broad principles of the
Guidelines are as follows:


 


•                  Group Executives are currently required to
hold a minimum of 60,000 Westpac shares;


 


•                  the minimum number of shares will be
periodically reviewed;


 


•                  there are no time requirements placed upon
Group Executives for meeting the Guidelines;


 


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•                  it is however expected that Group Executives
will aim to increase their shareholding each year with a view to reaching the
required shareholding within a reasonable time.


 


•                  In addition,
Westpac may include in its hurdled employee equity plans restrictions on
participants’ ability to dispose of a proportion of any securities awarded
under that plan, until such time as a participant holds the minimum number of
shares set out in the Guidelines.


 


8.                                      Business Expenses


 


Westpac will reimburse you
for all reasonable out of pocket expenses incurred by you on Westpac business.


 


9.                                      Termination


 


Termination and Notice Period


 


This Agreement and your
employment with Westpac may be terminated at any time by Westpac or you giving
twelve months’ written notice.   Westpac
may elect to make a payment to you (based on your Fixed Package) in lieu of
part or all of this notice period.


 


During any period of notice
of termination, Westpac may direct you to perform different duties or to
perform no duties and take a period of paid leave (in addition to annual and
long service leave).


 


If you:


 


•                  have committed serious misconduct or a
serious or persistent breach of this Agreement, or


 


•                  failed to satisfy the Australian Prudential
Regulatory Authority’s (“APRA”) “fit and proper person” criteria; or


 


•                  are declared a “disqualified person” by APRA
pursuant to any of its prudential standards;


 


Westpac may terminate this
Agreement and your employment with Westpac with immediate effect and without
any payment in lieu of notice.


 


Termination and Change in Control


 


If Westpac terminates your
employment for reasons other than poor performance, misconduct or illness or
incapacity at any time during a period of up to six months following a change
in control, Westpac will, in addition to the period of notice required under
this clause, pay you an additional six months’ Fixed Package.


 


The entitlements under this
clause are in substitution for, and not addition to, the notice and severance
pay entitlements contained the Westpac Employees’ Award 2002, Westpac’s
Enterprise Development Agreements (“the industrial instruments”) or Westpac’s
policies and procedures (and anything that replaces any of those
documents).  You will be entitled to the
greater of either the entitlements under this clause or under the industrial
instruments or policies. The termination of this Agreement or your employment
with Westpac for any reason does not affect your obligations, and Westpac’s
rights, regarding confidential information and intellectual property (see
clause 11 of this Agreement).


 


Directorships


 


If you are a director of
Westpac or any of its subsidiaries at the time that your employment with
Westpac concludes for any reason, you agree to resign immediately from that
office.


 


Regulatory
Requirements


 


Nothing in this clause will
require Westpac to pay to you any amount that causes it to either breach its
obligations or be required to obtain shareholder approval under the Corporations Act, 2001 or the Australian Stock Exchange Listing Rules or
the laws and regulations of any jurisdiction that Westpac is required to
comply.  Where such a payment would be
required except for this clause, the amount


 


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of that payment will be
reduced to the extent necessary to allow it to be made by Westpac without
Westpac either breaching its obligations or being required to obtain shareholder
approval under the Corporations Act
2001 or the Australian Stock Exchange
Listing Rule or the laws and regulations of any jurisdiction
that Westpac is required to comply.


 


Termination, incentive payments and employee securities


 


If you leave Westpac, in
most cases you will forfeit your rights to deferred incentive payments and
unvested employee securities. The relevant equity and incentive plan rules determine
treatment of these items.


 


10.                               Executive Conduct


 


General Conduct


 


You are required to:


 


•                  Act in Westpac’s best interests and use your
best endeavours to promote Westpac’s business interests


 


•                  Give the whole of your time, ability and
attention in normal working hours, or when reasonably required outside those
hours (without additional remuneration), to the business and affairs of Westpac
and any other member of the Westpac Group


 


•                  Faithfully and diligently perform the duties
and exercise the powers consistent with your position and any other
responsibilities that may be assigned to you by Westpac from time to time


 


•                  Comply with any reasonable direction given to
you by the Chief Executive Officer or the Board.


 


•                  Comply with the Westpac Code of Conduct and
other Westpac Group policies, as amended from time to time.


 


•                  Disclose any business interests, activities
or decisions which conflict, or appear to conflict, with your duties or
responsibilities to Westpac


 


•                  Refrain from other business activities
(including directorships) or employment without the written consent of Westpac


Maintain and disclose a register of your directorships of companies not
related to Westpac


 


•                  Refrain from any business activity or
employment outside Westpac that could involve you having dealings with a member
of the Westpac Group which may establish some responsibility of that member to
another party


 


•                  Not accept any payment or benefit in money or
kind from any person or entity as an inducement or reward for any act or
forbearance in connection with any matter or business transacted by or on
behalf of Westpac


 


•                  Maintain and disclose a register of your
investments that may be made available to shareholders and the Board on request


 


Policies


 


You should ensure that while
you are employed with Westpac you read and at all times observe and foster
compliance with the key employment policies including the:


 


•                  Code of Conduct


 


•                  Insider Trading Policy


 


•                  Internet
Technologies Code of Use


 


•                  discrimination and harassment policies


 


•                  occupational health and safety policies


 


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•                  media policies


 


•                  privacy policies


 


These policies are reviewed
on a regular basis and amended to meet the needs of changing business
circumstances.


 


These and other policies are
located on the Westpac intranet and copies are available on request.  The Code of Conduct is attached.


 


Customers and employees


 


Your appointment to Westpac
will mean that you will come into contact with market sensitive information
concerning the Westpac Group, its customers and employees that is of
significant commercial value. To protect this value, and in consideration for
the notice provisions and payments in clause 9, we require that during your
employment and for a period of six months after the termination of your
employment, you will not:


 


•                  Solicit or entice away any director or
employee of a member of the Westpac Group


 


•                  Directly or indirectly employ or engage any
person who has during your employment by Westpac been a director or employee
of, or independent contractor to, a member of the Westpac Group


 


•                  Solicit or entice away from a member of the
Westpac Group any customer, or potential customer, with whom you have had
dealings during your employment


 


•                  Attempt to do any of the above things.


 


Your obligations under this
clause survive the termination of this Agreement and/or your employment with
Westpac.


 


11.                               Confidential Information and
Intellectual Property


 


Confidential Information


 


Except in performing your
duties to Westpac, you must not, either before or after the termination of your
employment and/or this Agreement, use, disclose or deal in securities based on
any confidential information to which you are exposed, or which is disclosed to
or generated by you in the course of, or in connection with, your employment,
including (without limitation):


 


•                  information concerning the business of any
member of the Westpac Group or any of its customers and any transactions in
which a member of the Westpac Group or any of its customers may be or may have
been concerned or interested;


 


•                  strategic, business or marketing plans of a
member of the Westpac Group or any of its customers;


 


•                  any trade secret of a member of the Westpac
Group or any of its customers; and


 


•                  customer lists and any databases or other
records of a member of the Westpac Group,


 


provided that this
information is not in the public domain, unless its reason for being public is
because you have breached an obligation to a member of the Westpac Group to
keep the information confidential.


 


You must maintain the
confidentiality of your remuneration and the terms of this Agreement as a
private matter between yourself and Westpac, except:


 


•                  to the extent that you are legally required
to disclose these matters or wish to do so to obtain tax or legal advice; or


 


•                  in performing your duties to Westpac.


 


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Ownership of Intellectual Property


 


All literary works,
inventions, improvements or discoveries (Intellectual Property) conceived or created
by you, alone or jointly with others, in the course of your employment with Westpac
are owned by Westpac.  If requested by
Westpac, you will execute any document and take any step necessary to transfer
ownership of Intellectual Property to Westpac.


 


Use and disclosure of Intellectual Property


 


Except to fulfil your duties
as an employee of Westpac, you must not use or disclose any Intellectual
Property either during or after your employment with Westpac.


 


Intellectual Property of Third Parties


 


You must not, in the course
of your employment with Westpac, act in any way which infringes the
intellectual property rights of any third party, including previous employers.


 


Whenever you produce work in
the course of your employment with Westpac which contains intellectual property
owned by a third party, you must obtain all necessary consents and licences
from that third party for use of that intellectual property.


 


Moral Rights


 


You consent to all acts or
omissions of (or for the benefit of) the Westpac Group which would otherwise
constitute a breach of any moral rights you may have in relation to any
Intellectual Property or any other
subject matter created by you which is connected to your employment with
Westpac.


 


12.                               Entire Agreement


 


This Agreement and the
attached letter of offer constitute the entire agreement between you and
Westpac concerning your employment.  They
set out the only conduct relied on by the parties and supersede all earlier
conduct by the parties with respect to their subject matter.


 


13.                               Severance


 


If any provision of this
Agreement is held to be invalid or unenforceable for any reason, it will be
severable and will not affect the remaining provisions.


 


14.                               Governing Law


 


This Agreement shall be
governed by the laws of the State or Territory in which you are based.  You and Westpac submit to the non-exclusive
jurisdiction of the law of the State or Territory in which you are based for
the purpose of determining any dispute concerning this Agreement.


 


15.                               Disclosure


 


You should be aware that the
terms of your employment including this Agreement and the accompanying letter
of offer may need to be disclosed to discharge legislative or corporate
governance and regulatory requirements both in Australia and overseas.


 


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