**Exhibit 4.1.3**

 
|   | Corporate Headquarters |
|--------|------------------------|
|   | PO Box 1791            |
|   | Wellington             |
|   | New Zealand            |
|   | Phone: 0-4-494 4000    |
|   | Fax: 0-4-494 4504      |

 

1 January 2004

 

Sir John Anderson

c/o NBNZ House

1 Victoria Street

WELLINGTON

 

Dear Sir John

 

I am pleased to advise youformally of your appointment to the position of Chief Executive Officer, TheNational Bank of New Zealand Limited.  Itis intended that you become Chief Executive Officer of our combined banks inNew Zealand on amalgamation – your appointment to that position will be subjectto the approval of the Reserve Bank of New Zealand.

 

This letter sets out the terms of your employment, and constitutes youremployment agreement with The National Bank of New Zealand Limited (the “NationalBank”).  This employment agreement variesand replaces all existing agreements, arrangements, or understandings betweenyou and the National Bank.  (Referencesto the National Bank include any corporation related to the National Bank underthe *Companies Act 1993*.)

 

# **1.**                           Position, Reporting Arrangements and Location

 

Your position is Chief Executive Officer, The National Bank of NewZealand Limited, reporting to the Chief Executive Officer and Chief OperatingOfficer of Australia and New Zealand Banking Group Limited, who are Directorsof the Board of the National Bank, and to the Chairman of the National Bank ofNew Zealand Limited.  Your position iscurrently located at NBNZ House, 1 Victoria Street, Wellington.

 

ANZ may, at its discretion, change your position, reportingarrangements, duties and location on giving you reasonable notice, followingconsultation with you, and taking into account career considerations andpersonal circumstances.  You may berequired to undertake reasonable travel within New Zealand and offshore tocarry out the responsibilities of your position.

 

# **2.**                           Term of Employment

 

This employment agreement, and your obligations under it, will commenceon 1 December 2003 and will end on 30 September 2005, unless earlier terminatedin accordance with clause 12.

 

The term of this employmentagreement has been selected to enable you to fulfil the medium-term objectivesof the above position.  You should nothave any necessary expectation of ongoing employment with the National Bank inthis role beyond the expiry of this employment agreement, although it isacknowledged that, depending upon the fulfilment of objectives within the termof this employment agreement, a further separate rolling term of one year maybe agreed.  The National Bank will discussthe prospect of any additional term with you at an appropriate time during theterm of this employment agreement.

 

# **3.**                           Remuneration

 

The details of your remuneration are set out in Schedule 1.  Schedule 1 forms part of this employmentagreement.

 

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**4.****                          ****Leave**

 

## ***4.1****                    **Annual Leave*

 

You will receive 4 weeks’ contracted hours paid annual leave for eachcompleted year of paid service with the National Bank.  You are required to take your full annualleave entitlement of 4 weeks over the course of each National Bank financialyear, 2 weeks of which must be taken consecutively.

 

At the end of each National Bank financial year, theNational Bank will deem you to have taken your full 4 weeks’ annual leave.  Accordingly, there will be no positiveaccrual of this leave and your annual leave balance at the commencement of eachfinancial year will never be more than your balance at the commencement of theprevious year, or zero whichever is greater.

 

You are also entitled to long service leave inaccordance with the National Bank’s policy.

 

***4.2******                    ******Sick Leave***

 

You may take sick leave in accordance with standard arrangementsapplicable to National Bank employees in New Zealand.  The National Bank reserves the right to placelimits on the amount of sick leave available to you.  You are not entitled to any payment forunused sick leave when your employment with the National Bank ends.

 

# **5.**                           Ownership of Intellectual Property and Trade Secrets

 

All inventions, discoveries, computer software processes andimprovements made by you during your employment with the National Bank remainthe property of the National Bank.

 

By signing this employment agreement, you:

 

•             assign to the National Bank allproprietary rights including all ownership rights and copyright and theexclusive right to develop, make, use, sell, license or otherwise benefit fromany inventions, discoveries, processes and improvements, made by you within thescope of your employment with the National Bank; and

 

•             agree to execute any furtherdocument that is necessary or desirable to give full effect to your obligationsunder this clause 5.

 

# **6.**                              Values and Ethical Standards

 

The National Bank expects you to actively ensure that its guiding valuesare an integral part of the way that you, and those who report to you, carryout duties within the National Bank.

 

The National Bank expects you to further its objectives and reputationand faithfully and diligently to perform your duties, exercise your powers, andmanage with integrity and respect all matters concerning National Bankemployees and customers.

 

The National Bank also has certain ethical standards that you arerequired to maintain.  In particular, youmust 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 the National Bank.  This requirement may be waived at theNational Bank’s discretion by a written consent signed by the Chairman of theBoard.

 

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# **7.**                           Conduct

 

You must at all times act honestly and in a manner that is consistentwith the status of your position with the National Bank.  You indemnify the National Bank against anyloss or damage it suffers as a result of any dishonest act by you, or anywilful misconduct in carrying out your duties.

 

# **8.**                           Policies and Procedures, Performance Management Plans

 

## ***8.1****                    **Policies and Procedures*

 

The National Bank has policies and procedures that apply to youremployment.  These policies andprocedures may be amended by the National Bank from time to time.  They are not incorporated into or included inyour contract of employment with the National Bank, including this employmentagreement.

 

## ***8.2****                    **Performance Management Plans*

 

Performance management plans and key performance indicators will bedeveloped in consultation with you and may be reviewed and varied during theperformance period.

 

# **9.**                              Confidential Information

 

You must not disclose or use in any manner (except in the proper courseof your employment, by compulsion of law, or on the written direction of anauthorised officer of the National Bank or its auditors) any information aboutthe National Bank, its customers or its affairs which you acquire during youremployment with the National Bank, unless the information is alreadylegitimately in the public domain.  Thisobligation extends after your employment with the National Bank ends.

 

You must also return to the National Bank on request or immediately youremployment with the National Bank ends:

 

•             all books, papers, documents andother property which belong or relate to the National Bank, its customers orits affairs, and any copies of such documents; and

 

•             any vehicle, computer hardware orsoftware, key, security pass or other property that belongs to the NationalBank.

 

# **10.**                    Restraint

 

You must not at any time, either during your employment with theNational Bank or for 12 months after your employment with the National Bankends (or for such lesser time as a court may deem reasonable), either on yourown account or for or jointly with any other person solicit, interfere with orattempt to entice away from the National Bank any person who, at any timewithin the period of 12 months before the date your employment with theNational Bank ends, was a customer or employee of, or in the habit of dealingwith, the National Bank and whom you had direct or indirect contact with, ordealings with or knowledge of, for the purpose of your employment.

 

Except with the written consent of the Chairman of the Board, you mustnot for the period of 6 months after your employment with the National Bankends whether by yourself, or as a consultant to or as a partner, agent, trust,employee, shareholder, member or director, be directly or indirectly interested,engaged or concerned in, or assist financially or in any other way, anyfinancial institution in New Zealand or Australia.

 

Consideration for the restraint is included in your Total EmploymentCost (TEC) - refer Schedule 1.

 

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# **11.**                    Disciplinary Action

 

If you fail to comply with the provisions of your employment agreementor any other National Bank performance requirements, the National Bank may takedisciplinary action, which may include termination of your employment with theNational Bank (see clause 12).  TheNational Bank may suspend you from employment (with or without pay) during anyinvestigation into any disciplinary matter.

 

# **12.**                    Termination of Employment

 

## ***12.1****             **Termination Entitlements*

 

Your termination entitlements will depend upon the circumstances of thetermination and are set out in this clause 12 and in Schedule 1.  These will be the only entitlements paid toyou upon the termination of your employment with the National Bank.

 

## ***12.2****             **Resignation*

 

You may terminate your employment for any reason by giving the NationalBank 12 months’ written notice.  You andthe National Bank may agree on a lesser period of notice, or the National Bankmay in its discretion waive the notice period or any part of it.  If the National Bank waives the notice periodor any part of it, entitlements on termination will not include any payment inrespect of the waived period.

 

If, however, the National Bank elects not towaive the notice period, the National Bank may, during the notice period or anypart of it, direct you not to perform all or part of the duties of yourposition, to cease communication with customers, suppliers, employees andcontractors of the National Bank and/or not to attend your principal place of work.

 

***12.3******             ******Termination by NationalBank***

 

***(a)******                      ******Termination on Notice***

 

The National Bank may terminate your employmentfor any reason (other than (b) or (c) below) by giving you written notice equalto the unexpired term of this employment agreement.  The National Bank may elect to pay you inlieu of giving you all or part of the notice period based on your salary.  Alternatively, the National Bank may, duringthe notice period or any part of it, direct you not to perform all or part ofthe duties of your position, to cease communication with customers, suppliers,employees and contractors of the National Bank and/or not to attend yourprincipal place of work.

 

***(b)******                      ******Retrenchment***

 

If the National Bank terminates your employmentbecause no suitable position exists for you, you will be entitled to aseverance payment equal to 6 months’ salary or an amount calculated as follows,whichever is the greater:

 

1)              7 weeks’ salary for your first year of service;

 

2)              Plus 4 weeks’ salary for each year for yoursecond to tenth consecutive years of continuous service;

 

3)              Plus 3 weeks’ salary for each year for youreleventh to twentieth consecutive years of continuous service;

 

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4)              Plus 2 weeks’ salary for each subsequent consecutiveyear of continuous service to a maximum of 35 years including the first;

 

5)              Plus a pro-rata payment for each completedmonth of service in your final part year of service, up to and including your35th year of service.

 

If a severance payment is made to you under thisclause 12.3(b), you will not be entitled to notice or payment in lieu of noticeunder clause 12.3(a) above.

 

You will also be entitled to an additional sumcalculated in accordance with the National Bank’s policy for the payment of gratuitiesto retiring executives.

 

***(c)******                       ******Serious Misconduct***

 

The National Bank may terminate your employmentat any time, without notice, because of your serious misconduct, seriousneglect of duty, or serious breach of any of the terms of this employment agreement.  In such circumstances, you will only beentitled to payment of TEC up to the date of termination.

 

# **13.**                    Variations to Conditions of Employment

 

Variations to your employment agreement may benecessary for the fair, efficient and effective administration of the NationalBank’s business. Accordingly, this employment agreement may be varied byagreement from time to time. Your consent to such variation must not beunreasonably withheld. If your consent is unreasonably withheld, the NationalBank may give you one month’s written notice that such variation will takeeffect.

 

# **14.**                    Relevant law

 

This employment agreement takeseffect under, is governed by and is to be interpreted according to, the law ofNew Zealand.

 

# **15.**                    Employment Relationship Problem Resolution Procedure

 

**In line with the *Employment RelationsAct 2000*, a plain language explanation of the process to be used isattached as Schedule 2 to this employment agreement.**

 

*     *     *     *     *

 

I look forward to your continuing contribution to the opportunities andchallenges facing the National Bank.

 

A copy of this employment agreement is enclosed for your records.  Please sign and return the original of thisletter to confirm your acceptance of its terms.

 

 

Yours sincerely

 

 
| **Sir Wilson Whineray**      | **John McFarlane**            |
|------------------------------|-------------------------------|
| **Chairman**                 | **Chief Executive Officer**   |
| **The National Bank of New** | **Australia and New Zealand** |
| **Zealand Limited**          | **Banking Group Limited**     |

 

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**SCHEDULE1**

**REMUNERATIONENTITLEMENTS, INCLUDING PAYMENTSON TERMINATION**

 
| Name:            | Sir  John Anderson                                                                                                                           |
|------------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| Title:           | Chief Executive Officer, The National Bank of New  Zealand Limited                                                                           |
| Location:        | Wellington                                                                                                                                   |
| Reporting To:    | Chief Executive Officer and Chief Operating  Officer of Australia and New Zealand Banking Group Limited, and the Board of  the National Bank |
| Schedule Issued: | 5  December 2003                                                                                                                             | Effective Date: | 1 December 2003 |

 

This Schedule forms part of your employment agreement.

 

Your remuneration willbe a combination of salary, superannuation and benefits as agreed between youand the National Bank from time to time using the Total Employment Cost (TEC)methodology of Australia and New Zealand Banking Group Limited.

 

**1****                              ****Total Target Reward**

 

Your Total Target Reward (TTR) is acombination of Fixed Reward – TEC (two-thirds of TTR) plus a short-termincentive (one-third of TTR).  Yourannualised TTR is NZD1,500,000 gross.

 

***1.1******                    ******FixedReward - TEC***

 

Your TEC package on commencement of work in your new position isNZD1,000,000 gross per annum,and is inclusive of the National Bank’s (employer) contributions to TheNational Bank Staff Superannuation Fund.

 

***1.2******                    ******Short-TermIncentive***

 

A target cash bonus of NZD500,000 gross per annumis payable during this employment agreement, at a target ofNZD250,000 each six months (i.e. for the periods ending March and September2004 and 2005).  This issubject to the National Bank’s business performance and your individualperformance.

 

***1.3******                    ******Zero-PricedShare Options***

 

During this employment agreement, you will begranted zero-priced share options, under the ANZ Share Option Plan, to thevalue of NZD500,000 annually, which will be granted in two tranches per annum(i.e. for the periods ending March and September 2004 and 2005).  Subject to clause 3 of this Schedule 1 below,the share options may be exercised at any time during your employment with theNational Bank, and within six months of the termination of your employment withthe National Bank.

 

**2**                               **Superannuation**

 

You will remain a member of The National Bank Staff SuperannuationFund.  Contributions made to that Fundare based on your salary.

 

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**3****                              ****Entitlements uponTermination of Employment**

 

Upon termination of employment, youwill be entitled to payment for accrued and unused annual leave in accordancewith the standard arrangements applicable to all employees of the NationalBank.  Payments will be on the basis ofyour salary.

 

In addition to any notice or paymentunder clause 12 of your employment agreement, you will have the followingentitlements on the termination of your employment with the National Bank:

 

•                                ***On******resignation***(seeclause 12.2),you will not be entitled to:

•                  exercise any share options granted to you under thisemployment agreement that have not been exercised as at the date youremployment with the National Bank ends.

 

•                                ***On termination for seriousmisconduct*** (seeclause 12.3(c)),you will not be entitled to:

•                  exercise any share options grantedto you under this employment agreement that have not been exercised as at thedate your employment with the National Bank ends.

 

•                                ***On termination on notice***(seeclause 12.3(a)),

you will be entitled to:

•                  exercise any share options grantedto you under this employment agreement, in accordance with the ANZ Share OptionPlan Rules (that is, with the Board’s approval or otherwise in accordance withthe Rules).

 

•                                ***On termination by the effluxion of time***(seeclause 2),you will be entitled to:

•             any bonus payable as atthe date of termination;

•             exercise any shareoptions granted to you under this employment agreement, in accordance with theANZ Share Option Plan Rules (that is, with the Board’s approval or otherwise inaccordance with the Rules).

 

•                                ***On retrenchment*** (see clause 12.3(b)),

you will be entitled to:

•                  exercise any share options grantedto you under this employment agreement in accordance with the ANZ Share OptionPlan Rules (that is, with the Board’s approval or otherwise in accordance withthe Rules).

 

•                                ***On total and permanent******disablementor death***,you, or your estate, will be entitled to:

•             any bonus prorated to the date oftermination;

•             exercise any share options grantedto you under this employment agreement in accordance with the ANZ Share OptionPlan Rules (that is, with the Board’s approval or otherwise in accordance withthe Rules).

 

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**4**                               Definitions

 

For the purposes of this employment agreement:

 

•                                **total and permanentdisablement** means:

 

(a)                       in circumstances where you are a member of TheNational Bank Staff Superannuation Fund (the “Fund”) or a NationalBank-sponsored staff superannuation scheme, total and permanent disablement asdetermined by the trustee of the Fund or scheme;

 

(b)                      in circumstances where you are not a member of TheNational Bank Staff Superannuation Fund or a National Bank-sponsored staffsuperannuation scheme, total and permanent disablement as determined by theNational Bank after receipt of reports by two qualified medical practitionersapproved by the National Bank.

 

•                                **salary** means Total Employment Cost minus the National Bank’s(employer) contributions to The National Bank Staff Superannuation Fund.

 

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**SCHEDULE 2**

 

# **EmploymentRelationship Problem Resolution Procedure**

 

The *Employment Relations Act**2000* provides a process to assistin resolving any employment relationship problem that arises.

 

An employmentrelationship problem includes:

 

1.               anypersonal grievance as defined in section 103 of the *Employment Relations Act**2000*(i.e., unjustified dismissal, unjustifiable action leading to disadvantage,discrimination, sexual harassment, racial harassment, or duress in relation tounion membership);

 

2.               anydispute over the interpretation, application, or operation of this employmentagreement; or

 

3.               anyother problem relating to or arising out of the employment relationship.

 

It does not include anyproblem with the fixing of new terms and conditions of employment.

 

This procedure focuses on resolving employment relationship problemsquickly and effectively, and in a way that is consistent with your and theNational Bank’s legal rights and obligations under the *Employment Relations Act**2000*. Both you and the National Bank must try and resolve your problems ingood faith.

 

The steps to be followed are:

 

Step 1 – Raising the Problemwith the National Bank

 

In order to address employment relationship problems as fairly andefficiently as possible, you must raise a problem as soon as it occurs or youbecome aware of it occurring.  You caninvolve a representative at any stage of this process and you are encouraged todo so.

 

If you have been dismissed, you may request that the National Bankprovide you with a written statement of the reasons for your dismissal.  This request should be made in writing andmust be made within 60 days of your dismissal. The National Bank will respond to you within 14 days from the time theyreceive your request.  If you do not makeyour request within 60 days, the National Bank is not required to respond.

 

You must raise a personal grievance with the National Bank within 90days of the grievance occurring or you become aware of the grievance unlessthere are exceptional circumstances.  Youneed to take reasonable steps to make the National Bank aware that you have agrievance that you want addressed.    Forexample, you could advise your Manager in writing that you have a personalgrievance, and what it is about.

 

Step 2 – Meeting to Hear theNational Bank’s Response and Discuss the Problem

 

You and the National Bank will meet as soon as practical for the NationalBank to respond to your grievance, and to discuss the problem.  If you have a representative, they can be atthis meeting as well.

 

If you and the National Bank cannot resolve the personal grievance orproblem at this stage, you can proceed to Mediation.

 

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Step 3 - Mediation

 

The Department of Labour provides a mediation service that assists inresolving personal grievances and other employment relationship problems.  If you proceed to mediation, there are anumber of possible outcomes:

 

(a)          You and the National Bank reach an agreement orsettlement with the assistance of the mediator. In this instance, the mediator would sign the agreed terms of settlementso that they are final and binding on both you and the National Bank.

 

(b)         You and the National Bank agree to give themediator power to make a decision.  Thedecision would be final and binding on both you and the National Bank.

 

(c)          You and the National Bank cannot agree, and oneor both parties are not prepared to give the mediator power to make a final andbinding decision.   In this situation,you can escalate your personal grievance or problem to the Employment RelationsAuthority.

 

Step 4 – Refer the Problem tothe Employment Relations Authority

 

If you and the National Bank cannot resolve your grievance or problem inmediation, you can refer it to the Employment Relations Authority.

 

**A member of the Authority will investigate your case and make a decisionabout it.  There is no formal process asto how the member will make the decision, and the decision is final andbinding.  It can be appealed to theEmployment Court in certain circumstances.**

 

If you consider you are being unlawfully discriminated against; or ifyou are being sexually or racially harassed and you do not want to raise thematter with the National Bank directly, you can ring the Human RightsCommission on 0800 496 877 or the Race Relations Office.  They can assist you with free, confidentialadvice.  They also provide mediation andinvestigation services free of charge.

 

 

**ACCEPTANCE**

 

I, **Sir John Anderson**, haveread and understood and agree to the terms of employment set out in thisemployment agreement (including the Schedules) and in doing so acknowledge thatI have no entitlement to redundancy compensation from The National Bank of NewZealand Limited and agree that this acknowledgment and waiver constitutes apromise in favour of The National Bank of New Zealand Limited, and it may relyon it accordingly.

 

 
| Name:                |   |   |   |
|----------------------|--------|--------|--------|
|                 |   |
|                 |   |
| Signature:           |   |   | Date:  |   |   |   |
| /S/  Sir J. Anderson |   |   |
| Dated:  11/12/03     |   |
|                      |        |        |        |  |  |  |  |  |  |

 

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