**Exhibit 4.2.2**

 

**14 January 2003**

 

 

**Mr Greg Camm32/100 Queen St**

**MELBOURNE VIC 3000**

 

 

Dear **Greg,**

 

On behalf of Australia and New Zealand Banking GroupLimited (“ANZ”), I am pleased to formally advise you of your appointment to theposition of **Managing Director, ANZ NewZealand**.

 

This letter sets out the terms of your employment, andconstitutes your employment agreement with ANZ (“employment agreement”).  This employment agreement replaces allexisting agreements, arrangements, or understandings between you and ANZ.  (References to ANZ include any corporationrelated to ANZ under the *Corporations Act*2001.)

 

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

 

Your position is **Managing Director, ANZ New Zealand** reporting me and located at**ANZ Centre, 23 Albert Street, Auckland NewZealand.**

 

Your position is at Management Boardlevel.  ANZ may, at its discretion,change your position, reporting arrangements, duties and location on giving youreasonable notice, following consultation with you, and taking into account careerconsiderations and personal circumstances.

 

**2****                      Operative Date**

 

This employment agreement, and yourobligations under it, will commence on **XXX**.  It does not affect your continuity ofservice for the purposes of leave entitlements and other employment benefits.

 

**3****                      Remuneration**

 

The details of your remuneration are setout in the Schedule.  The Schedule formspart of this employment agreement.

 

**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 of the previous year, or zerowhichever 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 8.66weeks’ leave for each subsequent 10 completed years of continuous service.  You may access long service leave on a pro-ratabasis after 10 completed years of continuous service.

 

**5****                      Ownership ofIntellectual 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****                      Values andEthical Standards**

 

ANZ hasdeveloped guiding values and expects you to actively ensure they are anintegral part of the way that you, and those who report to you, carry outduties within ANZ.

 

ANZ expectsyou to further ANZ’s objectives and reputation and faithfully and diligently toperform your duties, exercise your powers, and manage with integrity andrespect all matters concerning ANZ employees and customers.

 

ANZ also hascertain ethical standards that you are required to maintain.  In particular, you must not in any way,either directly or indirectly, be or become engaged, concerned or interested inany business whether as principal, partner, director, agent, promoter orbeneficiary except that of ANZ.  Thisrequirement may be waived at ANZ’s discretion by a written consent signed bythe Chief Executive Officer.

 

**7****                      Conduct**

 

You must atall times act honestly and in a manner that is consistent with the status ofyour position with ANZ.  You indemnifyANZ against any loss or damage it suffers as a result of any dishonest act byyou, or any wilful misconduct in carrying out your duties.

 

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**8****                      Policies andProcedures, Performance Management Plans**

 

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

 

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

 

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

 

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

 

**9****                      ConfidentialInformation**

 

You must notdisclose or use in any manner (except in the proper course of your employment,by compulsion of law, or on the written direction of an authorised officer ofANZ or its auditors) any information about ANZ, its customers or its affairswhich you acquire during your employment with ANZ, unless the information isalready legitimately in the public domain. This obligation extends after your employment with ANZ ends.

 

You must alsoreturn to ANZ on request or immediately 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 notat any time, either during your employment with ANZ or for 12 months after youremployment with ANZ ends (or for such lesser time as a court may deemreasonable), either on your own account or for or jointly with any other personsolicit, interfere with or attempt to entice away from ANZ any person who, atany time within the period of 12 months before the date your employment withANZ ends, was a customer or employee of, or in the habit of dealing with, ANZand whom you had direct or indirect contact with, or dealings with or knowledgeof, for the purpose of your employment.

 

**11****               Disciplinary Action**

 

If you fail tocomply with the provisions of your employment agreement or any other ANZperformance requirements, ANZ may take disciplinary action which may includesuspension with or without pay and, in certain circumstances, termination ofyour employment with ANZ (see clause 12).

 

**12****               Termination ofEmployment**

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

 

Yourtermination entitlements will depend upon the circumstances of the terminationand are set out in this clause 12 and in the Schedule. These will be the onlyentitlements paid to you upon the termination of your employment with ANZ.

 

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***12.2******     Resignation***

 

You mayterminate your employment for any reason by giving ANZ 12 months’ writtennotice.  You and ANZ may agree on alesser period of notice, or ANZ may in its discretion waive the notice periodor any part of it.  If ANZ waives thenotice period or any part of it, entitlements on termination will not includeany payment in respect of the waived period.

 

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

 

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

 

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

ANZ mayterminate your employment for any reason (other than (b) or (c) below) bygiving you 12 months’ written notice. ANZ may elect to pay you in lieu of giving you all or part of the noticeperiod based on your TEC. Alternatively, ANZ may, during the notice period or any part of it, direct you not to perform all orpart of the duties of your position, to cease communication with customers,suppliers, employees and contractors of ANZ and/or not to attend your principalplace of work.

 

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

If ANZterminates your employment because no suitable position exists for you, youwill be entitled to a severance payment equal to 12 months’ TEC.  If a severance payment is made to you underthis clause 12.3(b), you will not be entitled to notice or payment in lieu ofnotice under clause 12.3(a) above.

 

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

ANZ mayterminate your employment at any time, without notice, because of your seriousmisconduct, serious neglect of duty, or serious breach of any of the terms ofthis employment agreement.  In suchcircumstances, you will only be entitled to payment of TEC up to the date oftermination.

 

**13****               Variations toConditions of Employment**

 

Variations toyour employment agreement may be necessary for the fair, efficient andeffective administration of ANZ’s business. Accordingly, this employmentagreement may be varied by agreement from time to time. Your consent to suchvariation must not be unreasonably withheld. If your consent is unreasonablywithheld, ANZ may give you one month’s written notice that such variation willtake effect.

 

**14****               Relevant law**

 

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

 

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ANZ provides a challenging andever-changing job environment and I trust that it will be possible for you todevelop and enhance your capabilities within ANZ.  I look forward to your contribution to the opportunities andchallenges facing ANZ.

 

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

**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**

 

 

**John McFarlane**

**Chief Executive Officer**

 

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**SCHEDULEREMUNERATION ENTITLEMENTS, INCLUDINGPAYMENTS ON TERMINATION**

 
| Name:            | **Greg  Camm**                                          |
|------------------|---------------------------------------------------------|
| Title:           | **Managing  Director, ANZ New Zealand**                 |
| Location:        | **ANZ  Centre, 23 Albert Street, Auckland New Zealand** |
| Reporting To:    | **John  McFarlane, Chief Executive Officer**            |
| Schedule Issued: | **14  January 2003**                                    | Effective Date: | **XXX** |

 

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.

 

Mandatory superannuation contributions are paid inaccordance with ANZ’s obligations under legislation as varied from time totime.  If legislative requirements forthe payment of mandatory superannuation contributions change, the flexiblecomponent of your TEC will be varied accordingly (so that your TEC packageremains the same).

 

The flexible component of TEC can be directed tobenefits that are available at ANZ’s discretion in accordance with ANZ’s policyas amended from time to time.  It can betaken as a cash benefit (also referred to as Cashtec) or non-cash benefits(such as motor vehicles, petrol, parking and, if applicable, concessionallending) or a combination of both cash benefit/Cashtec and non-cashbenefits.  Any fringe benefits tax thatis payable on non-cash benefits will form part of the flexible component ofTEC.

 

Your notional salary, superannuation and cashbenefit/Cashtec (if applicable) will be paid fortnightly and non-cash benefitswill be provided as applicable.  ANZwill review your TEC annually.

 

Bonus payments are at the discretion of theBoard.

 

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

 

Your Total Target Reward (TTR) is a combination of Fixed Reward — TEC(60% of TTR) plus Variable Reward — Executive Remuneration Scheme (40% ofTTR).  Your annualised TTR is **AUD$833,333**.

 

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

 

Your TECpackage on commencement of work in your new position is **AUD$500,000** per annum.

 

You must take65% of TEC as notional salary.  Thebalance, less mandatory superannuation contributions, is a flexible componentand can be taken as cash benefit/Cashtec or non-cash benefits or a combinationof both.

 

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

 

Bonus payments under the Executive Remuneration Scheme are subject tobusiness unit and individual performance and are at the discretion of theBoard.

 

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

 

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**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 insured component of your deathand total and permanent disablement benefits. For full details of the ANZ Australian Staff Superannuation Scheme,refer to the member’s booklet.

 

**3**                      **Relocation**

 

ANZ will payyou an allowance of $NZD4,992 gross at the end of each fortnight for theduration of up to 3 years. Payment of all applicable taxes will be yourresponsibility from the date payments commence. This allowance will ceaseshould you no longer be in the employment of ANZ or should you transfer toAustralia at ANZ instigation prior to the end of the 3 years.

 

If within 18months from the date of entering into a property purchase agreement, ANZterminates your employment in New Zealand (for any other reason than dismissaldue to misconduct or by failure to perform duties in accordance with thiscontract), or you are required to return to Australia at the instigation ofANZ, and the New Zealand property is sold within four months of receipt ofnotice of your termination of employment in New Zealand or transfer toAustralia at ANZ instigation, ANZ will indemnify you for any amount by whichthe sale price of the property is less than $NZD1.525m. Taking into account allcircumstances at the time of sale, you and ANZ may agree to waive the fourmonth period to sell the property.

 

**4****                      Entitlementsupon Termination of Employment**

 

Upon termination of employment, you will beentitled to payment for accrued and unused long service leave and annual leavein accordance with the standard arrangements applicable to all ANZemployees.  Payments will be on thebasis of your notional salary plus cash benefit/Cashtec.

 

In addition to any notice or payment underclause 12 of your employment agreement, you will have the followingentitlements on the termination of your employment:

 

•             ***On******resignation***(see clause 12.2),

you will not be entitled to:

•                       any unvested deferred shares issued to you under the ANZ incentivearrangements;

•                       exercise any options.

 

•             ***On termination for seriousmisconduct*** (see clause 12.3(c)),

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 issued to you as part of a short-term incentiveprogram under a former employment agreement between you and ANZ;

•                       any deferred shares that have already vested, and any that vestduring the notice period, under this employment agreement;

•                       exercise any options granted to you under a former employmentagreement between you and ANZ, in accordance with the ANZ Share Option PlanRules (that is, with the Board’s approval or otherwise in accordance with theRules);

•                       exercise any options that have already vested, and any that vestduring the notice period, under this employment agreement, in accordance withthe ANZ Share Option Plan Rules (that is, with the Board’s approval orotherwise in accordance with the Rules).

 

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•             ***On retrenchment*** (seeclause 12.3(b)),

you will be entitled to:

•                       any deferred shares issued 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).

 

•             ***On total and permanent******disablement or death***,

you or, in the event of death, your estate,will be entitled to:

•                       a PerformanceBonus pro-rated to the date of termination;

•                       any deferredshares issued to you;

•                       exercise anyoptions in accordance with the ANZ Share Option Plan Rules (that is, with theBoard’s approval or otherwise in accordance with the Rules).

 

**5****                      Definitions**

 

For the purposes of this employmentagreement:

 

•             **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 notionalsalary, which is 65% of TEC.

 

 

**ACCEPTANCE**

 

 

I, **Gregory JosephCamm**, have read and understood and agree to the terms of employmentset out in this employment agreement (including the Schedule).

 

 
| Name:      | Gregory Camm |   |
|------------|--------------|--------|
|       |         |   |
|       |         |   |
| Signature: | /s/ G Camm   |   | Date: | 14 Jan 2003 |   |
|            |              |        |  |  |  |  |

 

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