##### 



EXHIBIT 4.4

STRICTLY CONFIDENTIAL

13 March 2003

Mr S I Grimshaw

Dear Stuart,

I am delighted to confirm my offer to you of the Level 6 role of Group
Executive, Investment & Insurance Services (IIS). In this role you will
continue to be a member of the Banks Executive Committee and will continue to
report to me.

Your current terms and conditions will remain the same with the exception of
remuneration. Your new remuneration arrangements will be effective from the
date you commenced acting in the role of Group Executive, IIS, i.e. 13 November
2002. From that date the following will apply 

|                                                |  |   |         | 
|----------------------------------------------- |  | - | ------- | 
|Base (TC-I-S)                                   |  | $ | 860,000 | 
|Superannuation
(Superannuation Salary $688,000) |  | $ | 61,920  | 
|                                                |  |   |         | 
|Total Fixed Remuneration                        |  | $ | 921,920 | 
|                                                |  |   |         | 
|STI Potential                                   |  | $ | 690,000 | 

Your LTI grant for 2003/04 will be determined in August 2003.

Your overall remuneration will also be subject to normal annual review in
August 2003.

The performance benchmarks against which the annual STI will be measured will
be as agreed between us.

In terms of your contractual arrangements, your special credit of $300,000 into
superannuation due as at 30 June 2003 will be effected on that date.

Please sign the attached copy of this letter as your acceptance of the new
arrangements.





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##### 



2.

Stuart, congratulations on your appointment. As discussed, I look forward to
working closely with you on the IIS and Group challenges and opportunities
ahead of us.

Yours sincerely



I accept the appointment as outlined in this letter

|                 
|-----------------
|                 
|Stuart I Grimshaw





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##### 



EMPLOYEE REMUNERATION SCHEDULE

|                           |  |                    
|-------------------------- |  | -------------------
|EmplID: 00194215           |  |                    
|Name: Grimshaw, Stuart     |  |                    
|                           |  |                    
|Department/Branch: 012021  |  | IIS GROUP EXECUTIVE
|Status: History            |  | Confirmed: Yes     
|Effective Date: 13/11/2002 |  |                    

|                                                                                        |  |   |            |  |  |   |            | 
|--------------------------------------------------------------------------------------- |  | - | ---------- |  |  | - | ---------- | 
|GROSS REMUNERATION (Total Package Value):                                               |  |   |            |  |  | $ | 860,000.00 | 
|Pkg Motor Vehicle 1 - FBT                                                               |  | $ | 11,353.37  |  |  |   |            | 
|Pkg Motor Vehicle 1 Insurance                                                           |  | $ | 700.00     |  |  |   |            | 
|Pkg Motor Vehicle 1 Lease                                                               |  | $ | 10,499.52  |  |  |   |            | 
|Pkg Petrol 1                                                                            |  | $ | 1,400.00   |  |  |   |            | 
|Pkg Salary Sacrifice OSF F                                                              |  | $ | 43,000.00  |  |  |   |            | 
|Pkg Cash Salary                                                                         |  | $ | 793,047.11 |  |  |   |            | 
|SUPERANNUATION                                                                          |  |   |            |  |  |   |            | 
|Pkg OSF Division F                                                                      |  |   |            |  |  |   |            | 
|Cost of Employer provided Superannuation
(Notional for Defined Benefits Superannuation) |  |   |            |  |  | $ | 61,920.00  | 
|Salary for Superannuation Purposes:                                                     |  | $ | 688,000.00 |  |  |   |            | 

|              |        |         |             |            |                         |   |           |             |  |   |           |            | 
|------------- | ------ | ------- | ----------- | ---------- | ----------------------- | - | --------- | ----------- |  | - | --------- | ---------- | 
|              |        |         | Cash Salary |            |                         |   |           | Cash Salary
|Pay Frequency |        | (Gross) |             | Tax        | (Net Before Deductions)
|              |        |         |             |            |                        
|              | Yearly |         | $           | 793,047.11 |                         |   | $         | 372,195.39  |  |   | $         | 420,851.72 | 
|Fortnightly   |        | $       | 30,418.25   |            |                         | $ | 14,275.99 |             |  | $ | 16,142.26 |           

|                   |  |                              
|------------------ |  | -----------------------------
|                   |  |                              
|Employee Signature |  | Bank Representative Signature
|                   |  |                              
|//                 |  | //                           
|                   |  |                              
|Date               |  | Date