**Exhibit 4.1.5**

 

**16 June 2004**

 

**Mr Grahame Miller**

**11 Blackfriars Close**

**TOORAK 3142**

 

Dear Grahame,

 

On behalf ofAustralia and New Zealand Banking Group Limited (“ANZ”), I am pleased toformally advise you of your appointment to the position of Head of Integration,ANZ New Zealand.

 

This lettersets out the terms of your secondment, and constitutes your secondmentagreement with ANZ (“secondment agreement”). This secondment agreement is to be read in conjunction with yourexisting employment agreements, arrangements, or understandings between you andANZ. In the event of a conflict intent appearing in your agreements, thisletter of secondment will be subservient in nature to your existing employmentagreements arrangements, or understandings between you and ANZ (References toANZ include any corporation related to ANZ under the *Corporations Act*2001.)

 

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

# ** **

Your positionis **Head of Integration, ANZ National BankLimited** reporting to Sir John Anderson, Chief Executive Officer ANZNational Bank Limited and Dr Bob Edgar, Chief Operating Officer ANZ BankingGroup and located in Wellington, New Zealand.

 

You will be seconded to this position by ANZ fora period of 8 to 12 months.  It isacknowledged that this period is longer than the initial secondment periodproposed in October 2003.  You willremain an employee of ANZ Banking Group Limited throughout this period.

 

ANZ may, atits discretion, change your position, reporting arrangements, duties andlocation on giving you reasonable notice, following consultation with you, andtaking into account career considerations and personal circumstances.

 

# **2**                               OperativeDate

# ** **

Thissecondment agreement, and your obligations under it, will commence on 1December 2003.  This agreement does notaffect your continuity of service for the purposes of leave entitlements andany other employment benefits.

 

# **3**                               Remuneration

# ** **

The details ofyour remuneration are set out in the attached Schedule.  The Schedule forms part of this secondmentagreement.

 

ANZ haspolicies and procedures that apply to your employment.  The policies and procedures many be amendedby ANZ from time to time.  They are notincorporated into or otherwise included in your contract of employment withANZ, including this secondment agreement.

 

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# **4**                               PerformanceManagement Plans

# ** **

Performancemanagement plans will be developed in consultation with you and may be reviewedand varied during the performance period.

 

# **5**                               Terminationof Employment

# ** **

Should your employment terminate for any reason whatsoever you will bedeemed to have returned to Australia following to conclusion of your secondmentand your Australian contractual entitlements will apply.

 

# **6**                               Relevantlaw

# ** **

Thissecondment agreement takes effect under, is governed by and is to beinterpreted according to, the law of Victoria, Australia.

 

A copy of thissecondment agreement is enclosed for your records.  Please sign and return the original to me toconfirm your acceptance of its terms.

 

 

Yourssincerely

**AUSTRALIAAND NEW ZEALAND BANKING GROUP LIMITED**

 

 

**ShaneFreeman**

**GroupGeneral Manager, People Capital**

 

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** **

**SCHEDULE**

**REMUNERATION ENTITLEMENTS, INCLUDINGPAYMENTS ON TERMINATION**

 
| Name:            | **Grahame Miller**                                                                                                          |
|------------------|-----------------------------------------------------------------------------------------------------------------------------|
| Title:           | **Head of Integration, ANZ National Bank Limited**                                                                          |
| Location:        | **Wellington, New Zealand**                                                                                                 |
| Reporting  To:   | **Sir John Anderson, Chief Executive Officer  ANZ New Zealand and Dr Bob Edgar, Chief Operating Officer ANZ Banking Group** |
| Schedule Issued: | **June 2004**                                                                                                               |   | Effective Date: | **December 1, 2003** |

 

This Scheduleforms part of your employment agreement.

 

Your remuneration will be a combination of salary andbenefits as agreed between you and ANZ from time to time using ANZ’s totalemployment cost (TEC) methodology. Essentially, TEC is the fixed component of remuneration.  It comprises notional salary (65% of TEC) andmandatory superannuation contributions, with the balance being a flexiblecomponent.

 

Whilein New Zealand your mandatory superannuation contributions will be suspended.If legislative requirements for the payment of mandatory superannuationcontributions change, the flexible component of your TEC will be variedaccordingly (so that your TEC package remains the same and does not increase).

 

Theflexible component of TEC can be directed to benefits that are available at ANZ’sdiscretion in accordance with ANZ’s policy as amended from time to time.  It can be taken as a cash benefit (alsoreferred to as Cashtec) or non-cash benefits (such as motor vehicles, petrol,parking and, if applicable, concessional lending) or a combination of both cashbenefit/Cashtec and non-cash benefits. Any fringe benefits tax that is payable on non-cash benefits other thanthose specifically referred to as exempt in this secondment agreement will formpart of the flexible component of TEC.

 

Your notional salary,superannuation and cash benefit/Cashtec (if applicable) will be paidfortnightly and non-cash benefits will be provided as applicable.  ANZ will review your TEC annually.

 

Bonus paymentsare at the discretion of the Board.

 

**1****                               TotalTarget Reward**

 

Your Total Target Reward (TTR) is a combination ofFixed Reward – TEC (60% of TTR) plus Variable Reward – Executive RemunerationScheme (40% of TTR).  Your annualised TTRis AUD $833,333.  Your equivalent NZdollar TTR package is NZD $956,000 per annum for the Bank year to 30 September2004.

 

**1.1****                     Fixed Reward -TEC**

 

YourTEC package on commencement of work in your new position is AUD $500,000 per annum.  Your equivalent NZ dollar TEC package is NZD$573,600 per annum.

 

Youmust take 65% of TEC as notional salary. The balance, less any mandatory superannuation contributions (shouldthey become applicable), is a flexible component and can be taken as cashbenefit/Cashtec or non-cash benefits or a combination of both.

 

***1.2******                     Variable Reward - Executive Remuneration Scheme***

 

Bonus payments under the Executive Remuneration Schemeare subject to business unit and individual performance and are at thediscretion of the Board.  Your bonus entitlementswill  be determined in Australian dollarsand then converted to New Zealand dollars as set out in 1.3 below.

 

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Bonuses will be paid one-half in cash and one-half indeferred shares.  The shares will vest 3years from the date of issue.  The Boardmay, at its discretion, change the ratio of cash to shares.  You must at all times comply with theprovisions of ANZ’s Share Trading Policy.

 

**1.3****                     Application of exchange rates forconversion of reward from Australian dollars into New Zealand dollars**

 

Your *fixed reward* willconvert from Australian dollars into New Zealand dollars using the averageexchange rate applicable for the 12 months prior to 30 September of anyyear.  In the event that your fixed rewardis amended at a time other than 1 October in any year the average exchange ratefor the year prior to the date of the change will be applied.

 

*Variable rewards* that are normally determined by ANZ for the period ofeither 31 March or 30 September in any given year.  Your variable reward will convert fromAustralian dollars into New Zealand dollars using the average exchange rateapplicable for the month of either March of any given year or using theaverage exchange rate applicable for the month of September of any givenyear.  In the event that you receive avariable reward at a time other than the time variable rewards that aredetermined in either 31 March or 30 September in any given year, the conversionrate will be the average exchange rate applicable to the month prior to thedetermination of such variable entitlement.

 

**2**                              **Superannuation**

 

As you willnot be able to contribute to ANZ Australian Staff Superannuation Scheme otherthan on an after tax basis the following information is set out as the basis onwhich your entitlements would be determined had you remained an Australianresident for income tax purposes and not come under New Zealand income taxrequirements.  The determination of anyinsured component of your death and total and permanent disablement benefitwill remain defined by your notion salary had you had remained employeddirectly in Australia.

 

Your notionalsalary is used to calculate your superannuation contributions (if any) and thelevel of mandatory superannuation contributions.  It is also used to calculate the insuredcomponent of your death and total and permanent disablement benefits.  For full details of the ANZ Australian StaffSuperannuation Scheme, refer to the member’s booklet.

 

**3****                               Relocation**

 

ANZ will payfor the following expenses and any applicable Fringe Benefit Tax in relation toyour relocation to New Zealand:

 

•                  Full rental cost of a two bedroom, fullyfurnished accommodation in Wellington of a mutually acceptable standard for theduration of your employment in New Zealand;

 

•                  Business class airfares for your spouse totravel to and from Melbourne and Wellington on the following basis:

•                  Accompanying you where your travel to Melbournerequires an overnight stay

•                  Otherwise up to one trip per month

Total cost to ANZ not exceedAUD25,000 per annum;

 

•                  Lease expenses of an acceptable quality vehiclefor the duration of your secondment to New Zealand;

•                  Transportation and insurance of requiredpersonal effects to and from New Zealand;

 

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•                  Coverage of taxis, hire cars, etc as requiredin the nature of conducting business;

 

•                  Medical insurance in New Zealand for you andyour spouse;

 

•                  Reimbursement of all fees relating to moving money from New Zealand toAustralia and from Australia to New Zealand (these fees are normally in theorder of $25.00 per transaction).  It isagreed that one transfer per fortnight will occur with your pay, and otherreasonable transactions will be required from time to time;

 

•                  Coverage of the additional Fringe Benefits Tax accumulated due to theinability to meet agreed mileage on your Australian leased vehicle;

 

•                  At the conclusion of the secondment ANZ will provide: airfares for yourand your spouse back to Melbourne; cost of transportation and insurance ofpersonal belongings back to Melbourne; any break costs on leased vehiclesand/or accommodation; short term accommodation in Wellington on departure andin Melbourne on arrival (if required).

 

•                  Reimbursement of any one-off unusual costs incurred due to relocation toand from New Zealand;

 

**4****                               Taxation**

 

For theduration of your secondment to New Zealand, ANZ will equalize your taxobligations in order to ensure that you pay no more or less personal tax thanyou would have had you remained in Australia. Further information relevant to tax equilisation is set out in 4.2 NewZealand Income Tax Arrears.

 

**4.1****                     Tax Returns**

 

ANZ willarrange and pay for the following taxation support by ANZ’s Taxation Serviceprovider (currently PricewaterhouseCoopers):

 

•                  a pre-departure consultation

 

•                  a post-arrival consultation, and

 

•                  completion and filing of tax returns in both Australia and New Zealandfor each year of the term and any subsequent year that is directly impacted byNew Zealand taxation implications that arose out of your New Zealandappointment.

 

**4.2****                    ****New ZealandIncome Tax Arrears**

 

As a result of delays inconfirming the duration of your appointment it has become a requirement thatunder New Zealand taxation legislation that New Zealand income tax is payableon the Australian income you have received since your commencement of work inNew Zealand.  This taxation liability hasbeen determined by Pricewaterhouse Coopers to be NZD $66,100.  As ANZ is unable to provide you with a loanto cover this double taxation liability it is requested that you take apersonal loan on normal commercial terms and pay this amount to the New ZealandInland Revenue Department and in turn claim a refund from the Australian Taxoffice when you file your Australian income tax return.  ANZ agrees to meet all holding costs for anypersonal loan draw upon to meet your double taxation obligations. You will bereimbursed any set up fees, interest costs and early repayment frees incurredas a result of the personal loan for NZD $66,100.  Likewise when you have received a doubletaxation credit from the Australian Tax Office or offset against otherpersonal tax liabilities, should you incur an exchange rate disadvantage on therepatriation of Australian dollars to meet your repayment of the NZD $66,100personal loan, ANZ will reimburse you these costs.  All interest, fees and

 

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exchange rate lossesrebated to you will incur Fringe Benefits Tax Liability and ANZ agrees to meetsuch Fringe Benefit Tax liabilities.  Itis not envisaged that transactions of this nature will be required in thefuture as you will be paid through New Zealand payroll, however in the eventthat such an arrangement was required this transition should act as aprecedent.

 

 

##### **ACCEPTANCE**

 

I**, Grahame Miller,**have read and understoodand agree to the terms of my secondment set out in this secondment agreement(including the Schedule).

 

 
| Name:            |   |   |   |   |
|------------------|--------|--------|--------|--------|
|             |
|             |
| Signature:       |   |   | Date:  |   |   |
|             |
| /S/  G. Miller   |   |
| Dated:  22/06/04 |
|                  |        |        |        |        |  |  |  |  |  |

 

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