**Exhibit 4.1.1**

 

23 January 2004

 

Richard Moore

Sydney

2000

 

Dear Richard

 

On behalf of Australia and New ZealandBanking Group Limited (“ANZ”), I am pleased to offer you employment with ANZ.

 

This letter sets out the terms of youremployment, and constitutes your employment agreement with ANZ (“employmentagreement”).  This employment agreementreplaces all existing agreements, arrangements, or understandings between youand ANZ.  (References to ANZ include anycorporation related to ANZ under the *CorporationsAct*2001.)

 

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

# ** **

Your position is Group General ManagerInternal Audit reporting to the Chairman of the Audit Committee of the ANZBoard and located at 100 Queen Street, Melbourne.

 

Your position is at Senior Executive Grouplevel.  ANZ may, at its discretion,change your position, reporting arrangements, duties and location on giving youreasonable notice, following consultation with you, and taking into accountcareer considerations and personal circumstances.

 

# **2**                               OperativeDate

# ** **

This employment agreement, and yourobligations under it, will commence on 1 April 2004.

 

# **3**                               Remuneration

# ** **

The details of your remuneration are set outin the Schedule.  The Schedule forms partof this employment agreement.  Yourentitlement to remuneration will commence on your first day of work in your newposition.

 

# **4**                               Leave

# ** **

## ***4****.1**                    **Annual Leave*

## ** **

You will receive 4 weeks’ contracted hourspaid annual leave for each completed year of paid service with ANZ.  You are required to take your full annualleave entitlement of 4 weeks over the course of each ANZ financial year (1October to 30 September), 2 weeks of which must be taken consecutively.  (ANZ policy requires that you are absent forat least 10 consecutive business days per annum.)

 

At the end of each ANZ financial year, ANZwill 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 1 October each year willnever be more than your balance at 1 October following your first year ofservice, or zero whichever is greater.

 

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

 

You may take sick leave in accordance withstandard arrangements applicable to all ANZ employees.  Any untaken part of this entitlement iscumulative from year to year.  In theevent of prolonged illness, ANZ may decide at its discretion to provide youwith sick leave in excess of your sick leave entitlements.  You are not entitled to any payment forunused sick leave when your employment with ANZ ends.

 

## ***4****.3**                    **Parental Leave*

## ** **

You may take parental leave in accordancewith standard arrangements applicable to all ANZ employees.

 

## ***4****.4**                    **Long Service Leave*

## ** **

You are eligible for 13 weeks’ long serviceleave 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 apro-rata basis after 10 completed years of continuous service.

 

# **5**                               Ownershipof Intellectual Property and Trade Secrets

# ** **

All inventions, discoveries, computersoftware processes and improvements made by you during your employment with ANZremain the property of ANZ.

 

By signing this employment agreement, you:

 

•             assign to ANZ all proprietary rights including all ownership rightsand copyright and the exclusive right to develop, make, use, sell, license orotherwise 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 desirableto give full effect to your obligations under this clause 5.

 

# **6**                               Valuesand Ethical Standards

# ** **

ANZ has developed guiding values and expectsyou to actively ensure they are an integral part of the way that you, and thosewho report to you, carry out duties within ANZ.

 

ANZ expects you to further ANZ’s objectivesand reputation and faithfully and diligently to perform your duties, exerciseyour powers, and manage with integrity and respect all matters concerning ANZemployees and customers.

 

ANZ also has certain ethical standards thatyou are required to maintain.  Inparticular, you must not in any way, either directly or indirectly, be orbecome 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’sdiscretion by a written consent signed by the Chief Executive Officer.

 

# **7**                               Conduct

# ** **

You must at all times act honestly and in amanner that is consistent with the status of your position with ANZ.  You indemnify ANZ against any loss or damageit suffers as a result of any dishonest act by you, or any wilful misconduct incarrying 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 toyour employment.  These policies andprocedures may be amended by ANZ from time to time.  They are not incorporated into or included inyour contract of employment with ANZ, including this employment agreement.

 

## ***8****.2**                    **Performance Management Plans*

## ** **

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

 

# **9**                               ConfidentialInformation

# ** **

You must not disclose or use in any manner(except in the proper course of your employment, by compulsion of law, or onthe written direction of an authorised officer of ANZ or its auditors) any informationabout ANZ, its customers or its affairs which you acquire during youremployment with ANZ, unless the information is already legitimately in thepublic domain.  This obligation extendsafter your employment with ANZ ends.

 

You must also return to ANZ on request orimmediately your employment with ANZ ends:

 

•             all books, papers, documents and other property which belong orrelate to ANZ, its customers or its affairs, and any copies of such documents;and

 

•             any vehicle, computer hardware or software, key, security pass orother property that belongs to ANZ.

 

# **10**                        Restraint

# ** **

You must not at any time, either during youremployment with ANZ or for 6 months after your employment with ANZ ends (or forsuch lesser time as a court may deem reasonable), either on your own account orfor or jointly with any other person solicit, interfere with or attempt toentice away from ANZ any person who, at any time within the period of 12 monthsbefore 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 indirectcontact with, or dealings with or knowledge of, for the purpose of youremployment.

 

# **11**                        DisciplinaryAction

# ** **

If you fail to comply with the provisions ofyour employment agreement or any other ANZ performance requirements, ANZ maytake disciplinary action which may include suspension with or without pay and,in certain circumstances, termination of your employment with ANZ (see clause12).

 

# **12**                        Terminationof Employment

# ** **

## ***12****.1**             **Termination Entitlements*

## ** **

Your termination entitlements will dependupon the circumstances of the termination and are set out in this clause 12 andin the Schedule. These will be the only entitlements paid to you upon thetermination of your employment with ANZ.

 

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## ***12****.2**             **Resignation*

## ** **

You may terminate your employment for anyreason by giving ANZ 3 months’ written notice. You and ANZ may agree on a lesser period of notice, or ANZ may in itsdiscretion waive the notice period or any part of it.  If ANZ waives the notice period or any partof it, entitlements on termination will include payment in respect of thewaived period calculated on the basis of your Total Employment Cost (TEC) asdescribed in the Schedule.

 

If, however, ANZ elects not towaive 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 ceasecommunication with customers, suppliers, employees and contractors of ANZand/or not to attend your principal place of work.

 

***12.3******              Termination by ANZ***

 

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

ANZ may terminate your employment for anyreason (other than (b) below) by giving you 6 months’ written notice.  ANZ may elect to pay you in lieu of givingyou all or part of the notice period based on your TEC.  Alternatively, ANZ may, during the noticeperiod or any part of it, direct you not to perform all or part of the dutiesof your position, to cease communication with customers, suppliers, employeesand contractors of ANZ and/or not to attend your principal place of work.

 

***(b)******                       Serious Misconduct***

ANZ may terminate your employment at anytime, without notice, because of your serious misconduct, serious neglect ofduty, 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**                        Variationsto Conditions of Employment

# ** **

Variations to your employmentagreement may be necessary for the fair, efficient and effective administrationof ANZ’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, ANZ may giveyou one month’s written notice that such variation will take effect.

 

# **14**                        Relevantlaw

# ** **

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

 

# **15**                        OtherConditions of Employment

# ** **

In accordance with ANZ policy,a police record check will be required to be undertaken prior to yourcommencing work with ANZ.  Youremployment with ANZ is conditional upon receipt of a police record check thatis satisfactory to ANZ.

 

If you have not already provided thefollowing original documentation for sighting, then please forward copies withyour acceptance and bring the originals with you for verification on your firstday 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.

 

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Production of this documentation is acondition of employment with ANZ.  If youdo not have this information, you will be asked to defer commencement with ANZuntil this documentation is produced.

 

As an ANZ employee, your salarywill need to be directly credited to an ANZ account.  An ANZ Access account attracts staffconcessional benefits.  To open thisaccount, or other accounts, contact your local branch or ANZ Phone Banking on1800 641 567.  You will need to meet therelevant account terms and conditions and present the necessary documentationto meet the 100-point check required by law.

 

ANZ provides a challenging and ever-changingjob environment and I trust that it will be possible for you to develop andenhance your capabilities within ANZ.  Ilook forward to your contribution to the opportunities and challenges facingANZ.

 

A copy of this employment agreement isenclosed for your records.  Please signand return the original to me to confirm your acceptance of its terms.

 

 

Yours sincerely

 

 

###### **Shane Freeman**

###### **Group General Manager, People Capital**

**AUSTRALIA AND NEW ZEALAND BANKING GROUPLIMITED**

 

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**SCHEDULE**

**REMUNERATION ENTITLEMENTS, INCLUDINGPAYMENTS ON TERMINATION**

 
| Name:             | Richard Moore                                         |
|-------------------|-------------------------------------------------------|
| Title:            | Group General Manager Internal Audit                  |
| Location:         | 100 Queen St, Melbourne                               |
| Reporting To:     | The Chairman of the Audit Committee of the  ANZ Board |
| Schedule  Issued: | 23 January  2004                                      | Effective  Date: | **01  April 2004** |

 

This Schedule forms part of your employmentagreement.

 

Yourremuneration will be a combination of salary, superannuation and benefits asagreed 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 superannuationcontributions, with the balance being a flexible component.

 

Mandatorysuperannuation contributions are paid in accordance with ANZ’s obligationsunder legislation as varied from time to time. 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).

 

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 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 payments are at the discretion of theBoard.

 

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

 

Your TotalTarget Reward (TTR) is a combination of Fixed Reward – TEC (60% of TTR) plusVariable Reward – Executive Remuneration Scheme (40% of TTR).  Your annualised TTR is $500,000.

 

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

 

Your TEC package on commencement of work inyour new position is $300,000 per annum.

 

You must take 65% of TEC as notionalsalary.  The balance, less mandatorysuperannuation contributions, 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 paymentsunder the Executive Remuneration Scheme are subject to business unit andindividual performance and are at the discretion of the Board.

 

Bonuses will bepaid one-half in cash and one-half in deferred shares.  The shares will vest 3 years from the date ofissue.  The Board may, at its discretion,change the ratio of cash to shares.  Youmust at all times comply with the provisions of ANZ’s Share Trading Policy.

 

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***1.3******                     Long Term Incentives***

 

You may beeligible to participate in ANZ’s Long-Term Incentive Plan. Awards under thisPlan are entirely at the discretion of the Board.  Currently long-term incentives will be paidone-half in deferred shares and one-half in options. The shares cannot betraded until the third anniversary of their issue, subject to individualperformance hurdles being achieved. The options can only be exercised betweenthe third and seventh anniversary of their issue, subject to meeting therequired performance hurdles.

 

**2**                               **Superannuation**

 

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****                               Entitlements upon Termination of Employment**

 

Upon termination of employment, you will be entitled topayment for accrued and unused long service leave and annual leave inaccordance with the standard arrangements applicable to all ANZ employees.  Payments will be on the basis of yournotional salary plus cash benefit/Cashtec.

 

In addition to any notice or payment under clause 12 of youremployment agreement, you will have the following entitlements on thetermination of your employment:

 

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

•                  anyunvested deferred shares issued to you under the ANZ incentive arrangements;

•                  exerciseany options.

 

The exceptionto this is where you resign in order to retire from employment.  In this situation you will be required tosubmit a statutory declaration to the effect that you intend to never againresume permanent paid employment with another employer, in which case you willbe entitled to all unvested shares and options in accordance with,respectively, the Employee Share Acquisition Plan Rules and ANZ Share OptionPlan Rules.

 

•                                ***On termination for serious misconduct*** (see clause 12.3(b)),you will not be entitled to:

•                  any unvested deferred shares issued to you;

•                  exercise any options.

 

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

you will be entitled to:

•                  any deferred shares that have already vested, and any that vestduring the notice period;

•                  exercise any options that have already vested, and any that vestduring 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).

 

•                                ***On or******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 sharesissued to you;

•             exercise any options in accordance with the ANZ Share Option PlanRules (that is, with the Board’s approval or otherwise in accordance with theRules).

 

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**4****                               Definitions**

 

For the purposes of thisemployment agreement:

 

•                                **total and permanent disablement** means:

 

(a)                       incircumstances where you are a member of the ANZ Australian Staff SuperannuationScheme (the “Scheme”) or an ANZ-sponsored staff superannuation fund, total andpermanent disablement as determined by the trustee of the Scheme or fund;

 

(b)                      incircumstances where you are not a member of the ANZ Australian StaffSuperannuation Scheme or an ANZ-sponsored staff superannuation fund, such stateof physical or mental incapacity as renders you unlikely ever to be able towork again in a job for which you are reasonably qualified by education,training or experience.  Every questionof total and permanent disablement will be decided by ANZ after receipt ofreports by two qualified medical practitioners approved by ANZ.

 

•                                **salary** means notional salary, whichis 65% of TEC.

 

 

##### **ACCEPTANCE**

##### ** **

I, Richard Moore, have read and understoodand agree to the terms of employment set out in this employment agreement(including the Schedule).

 

 
| Name:           |   |   |   |   |
|-----------------|--------|--------|--------|--------|
|            |   |   |   |
|            |   |   |   |
| Signature:      |   |   | Date:  |   |   |
|            |
|            |
| /S/ R. Moore    |   |   |   |
| Dated: 09/02/04 |
|                 |        |        |        |        |  |  |

 

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