**Exhibit 4.1.1**

 

[ANZNATIONAL BANK LETTTERHEAD]

 

 

3 March2005

 

 

SirJohn Anderson

C/oNBNZ House

1Victoria Street

WELLINGTON

 

 

DearSir John

 

TheBoard of Directors is very pleased that we have mutually agreed on an extensionof your contract to 15 April 2006.

 

Onbehalf of the ANZ National Board, we hereby confirm that variations to yourexisting contract dated 5 December 2003 as stated below.  This letter and schedule is to be read inconjunction with your existing employment agreement, a copy of which isattached.  Clause numbers refer to youroriginal contract.

 

**2.****                                     ****Term of Employment**

 

By mutualagreement, your employment agreement is extended to 15 April 2006 or such otherdate in April when the ANZ National Board meeting is held.

 

**3.****                                     ****Remuneration**

 

The details ofyour remuneration are set out below in the Schedule.  The Schedule forms part of this letter ofvariation.

 

TheBoard is confident that you will continue ANZ National’s current momentum witha focus on growth, achieving our agreed budget and plan targets, and thesuccessful completion of the integration priorities we have agreed.  We look forward with much pleasure tocontinuing to work with you and to a smooth transition to a new CEO early nextyear.

 

Enclosedis a duplicate copy of this letter of variation for your records.  Please sign and return the original of thisletter as acceptance of the terms of variation.

 

Yourssincerely

 

 
| **Roderick Deane**    | ** ** | **John McFarlane**                                   |
|-----------------------|------------|------------------------------------------------------|
| **Chairman**          | ** ** | **Chief Executive Officer**                          |
| **ANZ National Bank** | ** ** | **Australia and New Zealand Banking Group  Limited** |

 

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# **VARIATION TO SCHEDULE**

**REMUNERATION ENTITLEMENTS, INCLUDING PAYMENTSON TERMINATION**

 
| Name:            |   | Sir John Anderson                                                                                                                            |
|------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------|
| Title:           |   | Chief Executive Officer, ANZ National Bank Limited                                                                                           |
| Location:        |   | Wellington                                                                                                                                   |
| Reporting  To:   |   | Chief  Executive Officer and Chief Operating Officer of Australia and New Zealand  Banking Group Limited, and the Board of ANZ National Bank |
| Schedule Issued: |   | 03 March 2005                                                                                                                                |   | Effective Date: |

 

 

ThisSchedule forms part of your employment agreement.

 

***1.1******                              ******Salary andSuperannuation***

 

Your fixed salary package will continue to beNZ$1,000,000 per annum, inclusive of employer contributions to superannuation.

 

***1.2******                              ******Zero PricedOptions $250,000***

 

As zero priced options cannot be allocated onretirement, the sum of $250,000 representing that portion of your contract forthe six month period to 31 March will be paid in cash (less tax) on yourretirement.

 

***1.3******                              ******Short TermIncentive***

 

The target bonus for the period 1 October2005 to 15 April 2006 (approx.) is $250,000.

 

Bonus payments are subject to performance against agreed targets andare at the discretion of the Board.  Thetargets for the final six months of your contract will be agreed with you by 30September 2005.  These will include thecompletion of the integration agenda.

 

 

## **ACCEPTANCE**

 

I, John Anderson, have read and understood and agree to the terms ofthis letter of extension of my employment agreement (including the Schedule).

 
| Name:           | Sir John Anderson |
|-----------------|-------------------|
|            |              |
|            |              |
| Signature:      |              |   | Date: |   |   |
|            |              |
| /S/ J. Anderson |              |   |
| Dated: 10/03/05 |              |
|                 |                   |  |  |  |  |  |

 

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**Exhibit 4.1.2**

 

22 June 2005

 

 

Mr Shane Buggle110 Gillies StreetFAIRFIELD  VIC 3078

 

Dear Shane

 

On behalf of Australia and New Zealand Banking GroupLimited (“ANZ”), I am pleased to formally advise you of your appointment to theposition of Group General Manager Finance

 

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 positionis Group General Manager Finance reporting to Peter Marriott, Chief FinancialOfficer and located at 100 Queen Street, Melbourne, Victoria, Australia.

 

Your positionis at Senior Executive Group level.  ANZmay, at its discretion, change your position, reporting arrangements, dutiesand location on giving you reasonable notice, following consultation with you,and taking into account career considerations and personal circumstances.

 

# **2**                               OperativeDate

 

Thisemployment agreement, and your obligations under it, will commence on 1 August2005.  It does not affect your continuityof service for the purposes of leave entitlements and other employmentbenefits.

# ** **

# **3**                               Remuneration

 

The details ofyour remuneration are set out in the Schedule. The Schedule forms part of this employment agreement.

# ** **

# **4**                               Leave

 

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

 

You willreceive 4 weeks’ contracted hours paid annual leave for each completed year ofpaid service with ANZ.  You are requiredto take your full annual leave entitlement of 4 weeks over the course of eachANZ financial year (1 October to 30 September), 2 weeks of which must be takenconsecutively.  (ANZ policy requires thatyou are absent for at least 10 consecutive business days per annum.)

 

At the end ofeach ANZ financial year, ANZ will deem you to have taken your full 4 weeks’annual leave.  Accordingly, there will beno positive accrual of this leave and your annual leave balance at 1 Octobereach year will never be more than your balance at 1 October of the previousyear, or zero whichever is greater.

 

1

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

 

You may takesick leave in accordance with standard arrangements applicable to all ANZemployees.  Any untaken part of thisentitlement is cumulative from year to year. In the event of prolonged illness, ANZ may decide at its discretion toprovide you with 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 takeparental leave in accordance with standard arrangements applicable to all ANZemployees.

## ** **

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

 

You areeligible for 13 weeks’ long service leave after completing 15 years ofcontinuous service, and a further 8.66 weeks’ leave for each subsequent 10completed years of continuous service. You may access long service leave on a pro-rata basis after 10 completedyears of continuous service.

# ** **

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

 

Allinventions, discoveries, computer software processes and improvements made byyou during your employment with ANZ remain the property of ANZ.

 

By signingthis employment agreement, you:

 

•             assign to ANZ 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 ANZ; and

 

•             agree to execute anyfurther document that is necessary or desirable to give full effect to yourobligations under this clause 5.

# ** **

# **6**                               Valuesand Ethical 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 has certain ethical standards that you are required tomaintain.  In particular, you must not inany way, either directly or indirectly, be or become engaged, concerned orinterested in any business whether as principal, partner, director, agent,promoter or beneficiary except that of ANZ. This requirement may be waived at ANZ’s discretion by a written consentsigned by the 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.

 

2

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**8****                               Policies and Procedures, 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 with ANZ,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. You must also take all reasonable and necessary precautions to maintainthe confidentiality and secrecy of any of this information, and prevent itsunauthorised disclosure by any other person or entity. This obligationcontinues 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 or relate to ANZ, its customers orits affairs, and any copies of such documents; and

 

•             any vehicle, computerhardware or software, key, security pass or other property that belongs to ANZ.

 

# **10**                        Restraint

 

You must notat any time, either during your employment with ANZ or for 6 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.

 

Youacknowledge that consideration for the restraint is included in your TotalEmployment Cost (TEC).

 

# **11**                        DisciplinaryAction

 

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).

 

3

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# **12**                        Terminationof Employment

## ** **

## ***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.

 

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

 

You mayterminate your employment for any reason by giving ANZ 3 months’ writtennotice.  You and ANZ may agree on alesser period of notice, or ANZ may in its absolute discretion waive the noticeperiod or any part of it.  If ANZ waivesthe notice period or any part of it, entitlements on termination will includepayment in respect of the waived period (calculated on the basis of your TotalEmployment Cost (TEC), as described in the Schedule).

 

If, however, ANZ elects not to waive the notice period, ANZ 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 ANZ and/or not to attend your principal place ofwork.

## ** **

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

 

***(a)******                       Termination onNotice***

 

ANZ mayterminate your employment for any reason (other than (b) or (c) below) bygiving you 6 months’ written notice.  ANZmay elect to pay you in lieu of giving you all or part of the notice periodbased on your Total Employment Cost (TEC), as described in the Schedule.  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)******                       SeriousMisconduct***

 

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.

 

***(c)******                        Retrenchment***

 

If ANZterminates your employment because no suitable position exists for you, youwill be entitled to a severance payment equal to 6 months’ TEC  or an amount calculated as follows, whicheveris the greater:

 

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

2)              Plus4 weeks’ notional salary for each year for your second to tenth consecutiveyears of continuous service;

3)              Plus3 weeks’ notional salary for each year for your eleventh to sixteenthconsecutive years of continuous service;

4)              Plus2 weeks’ notional salary for each subsequent consecutive year of continuousservice to a maximum of 25 years including the first;

5)              Plusa pro-rata payment for each completed month of service in your final part yearof service, up to and including your 25th year of service.

 

If a severancepayment is made to you under this clause 12.3(c), you will not be entitled tonotice or payment in lieu of notice under clause 12.3(a) above.

 

4

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Your severancepayments set out under this clause 12.3(c) will however, be taken to include anamount equal to the minimum notice payments required under the Banking Services– ANZ group – Award 1998.

 

# **13**                        Variationsto Conditions 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**                                 Relevantlaw

 

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

 

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 theopportunities and challenges 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 BANKINGGROUP LIMITED**

 

 

**Peter Marriott**

**Chief Financial Officer**

 

5

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**SCHEDULEREMUNERATION ENTITLEMENTS, INCLUDING PAYMENTS ON TERMINATION**

 
| Name:            | ** ** | **Shane  Buggle**                                     |                                                                                                             |   |   |   |
|------------------|------------|-------------------------------------------------------|------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
| Title:           |       | **Group General  Manager Finance**                    |                                                                                                             |   |   |   |
| Location:        | ** ** | **100  Queen Street, Melbourne, Victoria, Australia** |                                                                                                             |   |   |   |
| Reporting To:    | ** ** | **Peter  Marriott, Chief Financial Officer**          |                                                                                                             |   |   |   |
| Schedule Issued: | ** ** | **22 June  2005**                                     | Effective Date:               **1 August 2005** |

 

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 superannuationcontributions are paid in accordance with ANZ’s obligations under legislationas varied from time to time.  Iflegislative 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, superannuationand cash benefit/Cashtec (if applicable) will be paid fortnightly and non-cashbenefits will be provided as applicable. ANZ will 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 (**70%**of TTR) plus Variable Reward – Executive Remuneration Scheme (**30%** of TTR).  Your annualised TTR is $**500,000**.

 

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

 

Your TECpackage on commencement of work in your new position is $350,000 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 theExecutive Remuneration Scheme are subject to business unit and individualperformance and are at the discretion of the Board. Bonuses may be paid as cashor shares or a combination of both.  TheBoard 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.

 

i

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**12**                        **Superannuation**

 

Your notional salary isused to calculate your superannuation contributions (if any) and the level ofmandatory superannuation contributions. It is also used to calculate the insured component of your death andtotal and permanent disablement benefits. For full details of the ANZ Australian Staff Superannuation Scheme,refer to the member’s booklet.

 

**13****                        Entitlementsupon Termination of Employment**

 

Upon termination ofemployment, you will be entitled to payment for accrued and unused long serviceleave and annual leave in accordance with the standard arrangements applicableto all ANZ employees.  Payments will beon the basis of your notional salary plus cash benefit/Cashtec.

 

In addition to anynotice or payment under clause 12 of your employment agreement, you will havethe following entitlements on the termination of your employment:

 

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

•                  any unvested deferred sharesissued to you under the ANZ incentive arrangements;

•                  exercise any options.

 

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

you will beentitled to:

•              any deferred shares issued to you as part of a short-term incentiveprogram under this employment agreement or a former employment agreementbetween you and ANZ;

•              any deferred shares issued to you, under this employment agreement or aformer employment agreement between you and ANZ, as part of a long-termincentive program which have already vested, and any that vest during thenotice period;

•              exercise any options granted to you under this employment agreement or aformer employment agreement between you and ANZ, that have already vested, andany that vest during the notice period in accordance with the ANZ ShareOption  Plan Rules (that is with theBoard’s approval or otherwise in accordance with the Rules).

 

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

•                  any vested orunvested deferred shares issued to you under the ANZ incentive arrangementswhich are held in trust;

•                  exercise anyoptions.

 

•                                ***On retrenchment*** (see clause12.3(c)),

you will beentitled to:

•                  any deferred sharesissued to you under the ANZ incentive arrangements;

•                  exercise any optionsin accordance with the ANZ Share Option Plan Rules (that is, with the Board’sapproval or otherwise in accordance with the Rules).

 

•                                ***On 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 shares issued to you under the ANZ incentive arrangements;

 

ii

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

 

**14****                       Definitions**

 

For thepurposes of this employment 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 of reportsby two qualified medical practitioners approved by ANZ.

 

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

 

 

##### **ACCEPTANCE**

 

I, Shane Buggle, have read and understood and agree tothe terms of employment set out in this employment agreement (including theSchedule).

 

 
| Name:           |   |   |   |   |
|-----------------|--------|--------|--------|--------|
|            |   |   |   |
|            |   |   |   |
| Signature:      |   |   | Date:  |   |   |
|            |   |   |   |
|            |   |   |   |
| /S/ S. Buggle   |   |   |   |
| Dated: 23/06/05 |   |   |   |
|                 |        |        |        |        |  |  |  |  |

 

iii

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**Exhibit4.1.3**

 

[ANZ NATIONAL BANKLETTTERHEAD]

 

 

13th   October 2005

 

 

Mr Graham Hodges

18 Goodwin St

Glen Iris, Victoria, 3146

AUSTRALIA

 

Dear Graham

 

 

The ANZ National Bank Limited Boardis pleased to offer you the position of Chief Executive Officer of ANZ NationalBank Limited (ANZ National).  The ReserveBank of New Zealand has confirmed that it has no objection to your appointment.

 

This letter, its attached schedules, the “Individual Employment Terms andConditions for Managerial Staff” (“the Booklet”), set out the terms of youremployment, and these, together with the ANZ National’svarious policies set out on Max/the Intranet, which may be amended from time totime, contain the entire agreement between yourself and ANZ National (references to ANZ National Bankinclude any company related to ANZ National under the *CompaniesAct 1993*.) If there is any inconsistencybetween these various documents, the terms in this Letter and those containedin the attached Managerial Staff booklet (in that order) will apply.  This employment agreement replaces allexisting agreements, arrangements, or understandings between you and ANZ.

 

 

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

 

Yourposition is Chief Executive Officer, and is accountable solely to the ANZ NationalBoard.  Your position is currentlylocated at NBNZ House, 1 Victoria St, Wellington.

 

ANZNational may, at its discretion, change your position, reporting arrangements,duties and location on giving you reasonable notice, following consultationwith you, and taking into account career considerations and personalcircumstances.  You may be required toundertake reasonable travel within New Zealand and offshore to carry out theresponsibilities of your position.

 

# **2.**                              Term of Employment

 

This employment agreement, and your obligations under it, will commenceon  a date to be agreed.

 

The Board notes that the current Chief Executive of ANZ National willretire on 31 December 2005 and the Board requests that you work with thecurrent Chief Executive between the date of this agreement and 31 December 2005to effect a successful transition. During this period you will be known as Chief Executive Designate.  You will formally assume the title of ChiefExecutive on 1 January 2006.

 

# **3.**                              Remuneration

 

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

 

1

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# **4.**                              Leave

 

# ***4.1****                      **AnnualLeave*

 

You will receive four weeks and three days paid annualleave for each completed year of paid service with ANZ National.  You are required to take your full annualleave entitlement of 23 days over the course of each ANZ National financialyear, 2 weeks of which must be taken consecutively. ANZ National stronglydiscourages accrual of annual leave - it is important for your well being, andthe good operation of ANZ National, that annual leave is taken regularly. Youagree that unless there has been prior written approval due to specialcircumstances there will be no accrual of annual leave. You should also beaware that ANZ National has the right to direct you to take unused annual leaveif you are not prepared, after appropriate consultation, to take your annualleave.

 

In the eventthat your employment with ANZ National is terminated and you have takenholidays in advance of your entitlement, you agree that the amount of holidaypay paid in advance shall be deducted from your final pay to the extent thatsuch holiday pay exceeds your entitlement as at the date of termination.  If the amount of holiday pay in advance isgreater than the monies due on termination you shall refund the balance to ANZNational at the date of termination.

 

# **4.2**                    Sick andDomestic Leave

 

You may take sick and domestic leave in accordance with standard arrangementsapplicable to all ANZ National employees. ANZ National reserves the right to place limits on the amount of sickleave available to you.  You are notentitled to any payment for unused sick leave when your employment ends.

 

# **4.3**                    ParentalLeave

 

You may take parental leave in accordance with standard arrangementsapplicable to ANZ National employees.

 

# **4.4**                    LongService Leave

 

You are eligible for 13 weeks’ long service leave after completing 15years of continuous service, and a further 8.66 weeks’ leave for eachsubsequent 10 completed years of continuous service.  You may access long service leave on apro-rata basis after 10 years of continuous service.  Continuous service includes any time employedby Australia and New Zealand Banking Group Limited.

 

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

 

All inventions, discoveries, computer software processes andimprovements made by you during your employment with ANZ National remain theproperty of ANZ National.

 

By signing this employment agreement, you:

 

•              assign to ANZ National all proprietary rightsincluding all ownership rights and copyright and the exclusive right todevelop, make, use, sell, license or otherwise benefit from any inventions,discoveries, processes and improvements, made by you within the scope of youremployment with ANZ National; and

 

•              agree to execute any further document that isnecessary or desirable to give full effect to your obligations under thisclause 5.

 

2

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# **6.**                              Values and Ethical Standards

 

ANZ National expects you to actively ensure that its guiding values arean integral part of the way that you, and those who report to you, carry outduties within ANZ National.

 

ANZ National expects you to further its objectives and reputation andfaithfully and diligently to perform your duties, exercise your powers, andmanage with integrity and respect all matters concerning ANZ National employeesand customers.

 

ANZ National also has certain ethical standards that you are required tomaintain.  In particular, you must not inany way, either directly or indirectly, be or become engaged, concerned orinterested in any business whether as principal, partner, director, agent,promoter or beneficiary except that of ANZ National.  This requirement may be waived at ANZNational’s discretion by a written consent signed by the Chairman of the Board.

 

# **7.**                              Conduct

 

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

 

# **8.**                              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**

 

Further to the requirements set out in clause 1.3 of “the Booklet” youmust also return to ANZ National on request or immediately your employment withANZ National ends:

 

•              all books, papers, documents andother property which belong or relate to ANZ National, its customers or itsaffairs, and any copies of such documents; and

 

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

 

**10.****                      ****Restraint**

 

You must not at any time, either during your employment with ANZNational or for 12 months after your employment with ANZ National 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 National any person who, at any time within the period of12 months before the date your employment with ANZ National ends, was acustomer or employee of, or in the habit of dealing with, ANZ National and whomyou had direct or indirect contact with, or dealings with or knowledge of, forthe purpose of your employment.

 

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

 

**11.        Disciplinary Action**

 

If you fail to comply with the provisions of your employment agreementor any other ANZ National performance requirements, ANZ National may takedisciplinary action, which may include termination of your employment with ANZNational (see clause 12 of this letter and 6.2 and 6.3 in “the Booklet”).  ANZ National may suspend you from employment(with or without pay) during any investigation into any disciplinary matter.

 

3

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**12.****                      ****Termination of Employment**

 

This provision replaces clause 6.1 and 6.6 in “the Booklet.”

 

***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 ANZ National.

 

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

 

You may terminate your employment for any reason by giving ANZ National6 months written notice.  You and ANZNational may agree on a lesser period of notice, or the ANZ National may in itsdiscretion waive the notice period or any part of it.  If ANZ National waives the notice period orany part of it, entitlements on termination will include payment in respect ofthe waived period calculated on the basis of your Total Employment Cost asdescribed in the Schedule.

 

If, however, ANZ National elects not to waive the notice period, ANZNational may, during the notice period or any part of it, direct you not toperform all or part of the duties of your position, to cease communication withcustomers, suppliers, employees and contractors of ANZ National and/or not toattend your principal place of work.

 

***12.3******             ******Termination by ANZNational***

 

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

 

ANZ National Bank may terminate your employment for any reason (otherthan (b) or (c) below) by giving 12 months written notice.  ANZ National may elect to pay you in lieu ofgiving you all or part of the notice period based on your TEC.  Alternatively, ANZ National may, during thenotice period or any part of it, direct you not to perform all or part of theduties of your position, to cease communication with customers, suppliers,employees and contractors of ANZ National and/or not to attend your principalplace of work.

 

***(b)******                  ******Redundancy***

 

If ANZ terminates your employment becauseno suitable position exists for you, you will be entitled to a severancepayment 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 National may terminate your employment at any time, without notice,because of your serious misconduct, serious neglect of duty, or serious breachof any of the terms of this employment agreement.  Refer also to clause 6.2 of “the Booklet”.  In such circumstances, you will only beentitled to payment of TEC up to the date of termination.

 

**13.****                      ****Variations to Conditions ofEmployment**

 

Variations to your employment agreement may be necessary for the fair,efficient and effective administration of ANZ National’s business. Accordingly,this employment agreement may be varied by agreement from time to time. Yourconsent to such variation must not be unreasonably withheld. If your consent isunreasonably withheld, ANZ National may give you one month’s written noticethat such variation will take effect.

 

4

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# **14.**                       Relevantlaw

 

This employment agreement takes effect under, is governed by and is tobe interpreted according to, the law of New Zealand.

 

**15.****                      ****Employment RelationshipProblem Resolution Procedure**

 

**In line with the *Employment Relations Act 2000*, a plain language explanationof the process to be used is outlined in “the Booklet”.**

 

*              *              *              *              *

 

Note that you are entitled to seek independent adviceon the employment agreement being offered to you.

 

We look forward toyour leadership and contribution to the opportunities and challenges facing theANZ National as we move forward.

 

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

 

 

Yours sincerely

 

 
| **Dr Roderick Deane**          | ** ** | **Mr John McFarlane**          |
|--------------------------------|------------|--------------------------------|
| **Chairman**                   | ** ** | **Director**                   |
| **ANZ  National Bank Limited** | ** ** | **ANZ  National Bank Limited** |

 

5

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##### **SCHEDULE 1**

**REMUNERATION ENTITLEMENTS, INCLUDINGPAYMENTS ON TERMINATION**

 
| Name:            |       | Graham Hodges                                      |                |
|------------------|------------|----------------------------------------------------|---------------------|
| Title:           | ** ** | Chief Executive Officer, ANZ National Bank Limited | ** **          |
| Location:        |       | Wellington                                         |                |
| Reporting To:    | ** ** | The ANZ National Bank Limited Board                | ** **          |
| Schedule Issued: |       | 13 October 2005                                    | Effective Date: tba |
|                  |            |                                                    |                     |  |

 

This Schedule formspart of your employment agreement.

 

Your remuneration will be acombination of salary, superannuation and benefits as agreed between you andANZ National 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 a combination of Fixed Reward — TEC(50% of TTR) plus a Variable Reward - Executive Remuneration Scheme (50% ofTTR).  Your annualised TTR is theequivalent New Zealand dollar value of AUD $1,700,000 per annum.

 

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

 

Your TEC package on commencement of work in your new position is theequivalent New Zealand dollar value of AUD $850,000 per annum.

 

You must take 65% of TEC as notional salary.  The balance less mandatory superannuationcontributions (should they become applicable), is a flexible component and canbe taken as cash benefit or non-cash benefits or a combination of 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 may be paid as cash or shares or a combination of both.  The Board may, at its discretion, change theratio of cash to shares.  You must at alltimes comply with the provisions of ANZ’s Share Trading Policy.  Your bonus entitlements will be determined inAustralian dollars and then converted to New Zealand dollars as set out in 1.4below.

 

***1.3******                     Long TermIncentives***

 

You are also eligible to participate in ANZ’s Long Term Incentive Plan.Awards under this Plan are entirely at the discretion of the Board.

 

***1.4******                       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 for the 6 months prior to 31 March and 30 September of anyyear.  In the event that your fixedreward is amended at a time other than 1 October in any year, the averageexchange rate for the 6 months prior to the date of the change will be applied.

 

Variable rewards are normallydetermined by ANZ for the period ending 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 September

 

i

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of any given year.  In the event that you receive a variablereward at a time other than the time variable rewards are normally determinedin any given year, the conversion rate will be the average exchange rateapplicable to the month prior to the determination of such a variableentitlement.

 

**12.****                       Superannuation**

 

Whilein New Zealand your mandatory superannuation contributions will besuspended.  If legislative requirementsfor the payment of mandatory superannuation contributions change, the flexiblecomponent of your TEC will be varied accordingly (so that your TEC packageremains the same).

 

As you will not be able to contribute to ANZ Australian StaffSuperannuation Scheme other than on an after tax basis, the followinginformation is set out as the basis on which your entitlements would bedetermined had you remained an Australian resident for income tax purposes andnot come under New Zealand income tax requirements. The determination of anyinsured component of your death and total and permanent disablement benefitswill remain defined by your notional salary had you remained employed directlyin Australia.

 

Your notional salary is used to calculate your superannuationcontributions (if any) and the level of mandatory superannuation contributions.It is also used to calculate the insured component of your death and total andpermanent disablement benefits. For full details of the ANZ StaffSuperannuation Scheme, refer to the member’s booklet.

 

**13.**        **Relocation Benefits**

 

ANZ Nationalwill pay to relocate you and your family from Melbourne to Wellington.  This will include:

 

•                  Business class airfares from Melbourne to Wellington for you andyour family;

 

•                  All reasonable costs in relation to the removal and storage offurniture and personal belongings. Storage costs will be covered for a period of up to 12 weeks from thedate of your arrival in Wellington;

 

•                  ANZ National will, at its own expense, provide a fully servicedapartment or house in Wellington of a mutually acceptable standard until 31December, 2006. ;

 

•                  ANZ National will reimburse you reasonable costs associated withestablishing and furnishing your accommodation in Wellington;

 

•                  From 31 December 2006, ANZ National will determine a housing subsidylevel based on your circumstances and the housing market in New Zealand;

 

•                  A fully-maintained hire car for a period of up to 4 weeks from thedate of your arrival in Wellington, or for such lesser period if you organise apersonal vehicle sooner;

 

•                  Reimbursement of any loss incurred on the sale of your motorvehicle(s) or early termination of your lease(s) on departure from Melbourne,subject to independent valuation;

 

•                  Reimbursement of reasonable costs of up to $20,000 associated withholding and or cancellation fees incurred in relocating from Melbourne toWellington for school application fees, school uniforms, loss of non-refundabledeposits, termination of fixed term contracts and other out of pocket expenses;

 

•                  The services of a relocation consultant to assist with identifyingsuitable housing in    Wellington

 

•                  ANZ National will pay the bank fee (currently$10) incurred for the transfer of funds back to your home country account (1remittance per pay period). To facilitate this, please advise your AustralianBSB and Account number to Margot Dargan, People Capital.

 

ii

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•                  Airfares for your spouse / children to travel to and from Melbourneand Wellington between October 2005 and December 2006, with the total cost toANZ National to not exceed AUD $50,000 for this period without prior approval;

 

•                  Taxation advice and support: ANZ National will arrange and pay forthe following taxation support by ANZ’s Taxation Service provider (currentlyPricewaterhouse Coopers):

 

•                  Reasonable expensesincurred in obtaining taxation advice in Australia and New Zealand in order toresolve taxation issues associated with relocation to New Zealand;

 

•                  Completion andfiling of tax returns in both Australia and New Zealand

 

•                  We will also pay to relocate you and your family from Wellington toMelbourne. This will include:

 

•                  Business classairfares from Wellington to Melbourne for you and your family;

 

•                  All reasonable costsin relation to the removal and storage of furniture and personalbelongings.  Storage costs will becovered for a period of up to 12 weeks from the date of your arrival inMelbourne;

 

•                  A fully paidserviced apartment or house of sufficient size to accommodate your family for aperiod of up to 12 weeks from the date of your arrival in Melbourne.

 

•                  Any tax arising on the above benefits will be borne by ANZ National

 

**14****                       ****Taxation**

 

For the duration of youremployment to New Zealand, ANZ National will provide tax protection to ensurethat your personal  obligations will beno more than you would have incurred had you remained in Australia.

 

**15****                       ****Entitlements uponTermination of Employment**

 

Upon termination of employment, you will be entitled to payment foraccrued and unused annual leave and long service leave in accordance with thestandard arrangements applicable to all employees of ANZ National.

Inaddition to any notice or payment under your employment agreement, you willhave the following entitlements on the termination of your employment with ANZNational:

 

•                                ***On******resignation***you will not be entitled to:

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

•                  exerciseany options.

 

•                                ***On termination for seriousmisconduct***

you will not be entitled to:

•                  any vested orunvested deferred shares issued to you under the ANZ Incentive arrangementswhich are held in trust;

•                  exercise anyoptions.

 

•                              ***On termination on notice***

you will be entitled to:

•             any deferred shares issued to you as part of a short-term incentiveprogram;

•             any deferred shares issued to you as part of a long-term incentiveprogram which have already vested, and any that vest during the notice period;

 

iii

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•             exercise any options (granted under thisemployment agreement) that have already vested, and any that vest during thenotice 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 retrenchment***

you will be entitled to:

•                  any deferred shares issued to youas part of a short-term incentive program under this employment agreement

•                  exercise any options in accordance with theANZ Share Option Plan Rules (that is, with the Board’s approval or otherwise inaccordance with the rules).

 

•                              ***On retirement***

you will be entitled to:

•                  release of all vested andunvested  deferred shares issued to you

•                  release of all options (performanceconditions are waived) in accordance with the ANZ ShareOption Plan Rules (that is, with the Board’s approval or otherwise inaccordance with the Rules).

 

•                                ***On 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 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).

 

**16.**                     Definitions

 

For the purposes of this employment agreement:

 

•                              **total and permanent disablement** means:

 

(a)                       in circumstances where you are a member of ANZAustralian Staff Superannuation Scheme or an ANZ National sponsored staffsuperannuation scheme, total and permanent disablement as determined by thetrustee of the scheme;

 

(b)                      in circumstances where you are not a member of the ANZAustralian Staff Superannuation Scheme or an ANZ National sponsored staffsuperannuation scheme, total and permanent disablement as determined by ANZNational after receipt of reports by two qualified medical practitionersapproved by the ANZ National.

 

•                          **Salary**means notional salary, which is 65%of your TEC

 

##### **ACCEPTANCE**

 

I, Graham Hodges, have readand understood and agree to the terms of employment set out in this employmentagreement (including the Schedules).

 
| Name:           | Graham Hodges |   |
|-----------------|---------------|--------|
|            |          |   |
| Signature:      |          |   | Date: |   |   |
|            |          |   |
|            |          |   |
| /S/ G. Hodges   |          |   |
| Dated: 14/10/05 |          |
|                 |               |        |  |  |  |

 

iv

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**Exhibit 4.1.4**

 

17th November 2005

 

 

David Hisco

26 Aisbett Ave

Camberwell VIC 3124

 

 

Dear David

 

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

 

This lettersets out the terms of your employment, and constitutes your employmentagreement with ANZ (“employment agreement”). This employment agreement replaces all existing 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, Esanda reporting to John McFarlane,CEO and located at 85 Spring St, Melbourne.

 

Your position is at Senior Executive Group level.  ANZ may, at its discretion, change yourposition, reporting arrangements, duties and location on giving you reasonablenotice, following consultation with you, and taking into account careerconsiderations and personal circumstances.

 

**2****          OperativeDate**

 

This employment agreement, and your obligations under it, will commenceon tba.  It does not affect yourcontinuity of service for the purposes of leave entitlements and otheremployment benefits.

 

**3****          Remuneration**

 

The details of your remuneration are set out in the Schedule.  The Schedule forms part of thisemployment agreement.

 

**4****          Leave**

 

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

 

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

 

At the end of each ANZ financial year, ANZ will deem you to have takenyour full 4 weeks’ annual leave. Accordingly, there will be no positive accrual of this leave and yourannual leave balance at 1 October each year will never be more than yourbalance at 1 October of the previous year, or zero whichever is greater.

 

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

 

You may take sick leave in accordance with standard arrangementsapplicable to all ANZ employees.  Anyuntaken part of this entitlement is cumulative from year to year.  In the event of prolonged illness, ANZ maydecide at its discretion to provide you with sick leave in excess of your sickleave entitlements.  You are not entitledto any payment for unused sick leave when your employment with ANZ ends.

 

***4.3******       Parental Leave***

 

You may take parental leave in accordance with standard arrangementsapplicable to all ANZ employees.

 

***4.4******       Long Service Leave***

 

You are eligible for 13 weeks’ long service leave after completing 15years of continuous service, and a further 8.66 weeks’ leave for eachsubsequent 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, computer software processes andimprovements made by you during your employment with ANZ remain the property ofANZ.

 

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 expects you toactively ensure they are an integral part of the way that you, and those whoreport to you, carry out duties within ANZ.

 

ANZ expects you to further ANZ’s objectives andreputation and faithfully and diligently to perform your duties, exercise yourpowers, and manage with integrity and respect all matters concerning ANZemployees and customers.

 

ANZ 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 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 a mannerthat 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.

 

2

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**8****          Policiesand Procedures, Performance Management Plans**

 

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

 

ANZ has policies and procedures that apply to youremployment.  These policies andprocedures may be amended by ANZ from time to time.  They are not incorporated into or otherwiseincluded in your contract of employment with ANZ, including this employmentagreement.

 

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

 

Performance management plans will be developed inconsultation with you and may be reviewed and varied during the performanceperiod.

 

**9****          ConfidentialInformation**

 

You must not disclose or use in any manner (except inthe proper course of your employment, by compulsion of law, or on the writtendirection 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.  You must also take allreasonable and necessary precautions to maintain the confidentiality andsecrecy of any of this information, and prevent its unauthorised disclosure byany other person or entity. This obligation continues after your employmentwith ANZ ends.

 

You must also return to ANZ on request or immediatelyyour 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 12 months after your employment with ANZ ends (orfor such lesser time as a court may deem reasonable), either on your own accountor for 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.

 

You acknowledge that consideration for the restraintis included in your Total Employment Cost (TEC).

 

**11****        DisciplinaryAction**

 

If you fail to comply with the provisions of youremployment agreement or any other ANZ performance requirements, ANZ may takedisciplinary action which may include suspension with or without pay and, incertain circumstances, termination of your employment with ANZ (see clause 12).

 

3

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**12****        Terminationof Employment**

 

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

 

Your termination entitlements will depend upon thecircumstances of the termination and are set out in this clause 12 and in theSchedule. These will be the only entitlements paid to you upon the terminationof your employment with ANZ.

 

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

 

You may terminate your employment for any reason bygiving ANZ 6 months’ written notice.  Youand ANZ may agree on a lesser period of notice, or ANZ may in its absolutediscretion 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, up to a maximum of three months.

 

If, however, ANZ elects not to waive the noticeperiod, ANZ may, during the notice period or any part of it, direct you not toperform all or part of the duties of your position, to cease communication withcustomers, suppliers, employees and contractors of ANZ and/or not to attendyour principal place of work.

 

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

 

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

ANZ may terminate your employment for any reason(other than (b) or (c)) by giving you 12 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 any time, withoutnotice, because of your serious misconduct, serious neglect of duty, or seriousbreach 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.

 

***(c)******        Retrenchment***

1)     If ANZ terminates your employment because no suitable positionexists for you, you will be entitled to a severance payment equal to 12 months’TEC.

 

2)     If a severance payment is made to you under this clause 12.3(c), youwill not be entitled to notice or payment in lieu of notice under clause 12.3(a) above.

 

Your severance payments set out under this clause 12.3(c) willhowever, be taken to include an amount equal to the minimum notice paymentsrequired under the Banking Services – ANZ Group – Award 1998.

 

**13****        Variationsto Conditions of Employment**

 

Variations to your employment agreement may benecessary for the fair, efficient and effective administration of ANZ’sbusiness. Accordingly, this employment agreement may be varied by agreementfrom time to time. Your consent to such variation must not be unreasonablywithheld. If your consent is unreasonably withheld, ANZ may give you one month’swritten notice that such variation will take effect.

 

4

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**14****           Relevantlaw**

 

This employment agreement takes effect under, isgoverned by and is to be interpreted according to, the law of Victoria.

 

ANZprovides a challenging and ever-changing job environment and I trust that itwill be possible for you to develop and enhance your capabilities withinANZ.  I look forward to your contributionto the opportunities and challenges facing ANZ.

 

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

 

 

Yourssincerely

 

 

**John McFarlane**

**Chief Executive Officer**

**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**

 

5

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**SCHEDULE**

 

**REMUNERATIONENTITLEMENTS, INCLUDING PAYMENTS ON TERMINATION**

 
| Name:                 | **David  Hisco**              |
|-----------------------|-------------------------------|
| Title:                | **Managing Director, Esanda** |
| Location:             | **85  Spring St, Melbourne**  |
| Reporting To:         | **John  McFarlane, CEO**      |
| Schedule Issued: | **14 October 2005**      | Effective Date: | **1/11/05** |

 

This Schedule formspart of your employment agreement.

 

Your remuneration will be a combination of salary,superannuation and benefits as agreed between you and ANZ from time to timeusing ANZ’s total employment cost (TEC) methodology. Essentially, TEC is the fixed component ofremuneration.  It comprises notionalsalary (65% of TEC) and mandatory superannuation contributions, with thebalance 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).

 

The flexible component of TEC can bedirected to benefits that are available at ANZ’s discretion in accordance withANZ’s policy as amended from time to time. It can be taken as a cash benefit (also referred to as Cashtec) ornon-cash benefits (such as motor vehicles, petrol, parking and, if applicable,concessional lending) or a combination of both cash benefit/Cashtec andnon-cash benefits.  Any fringe benefitstax that is payable on non-cash benefits will form part of the flexiblecomponent of TEC.

 

Yournotional salary, superannuation and cash benefit/Cashtec (if applicable) willbe paid fortnightly and non-cash benefits will be provided as applicable.  ANZ will review your TEC annually.

 

Bonuspayments are at the discretion of the Board.

 

**1****          TotalTarget Reward**

 

Your Total Target Reward(TTR) is a combination of Fixed Reward – TEC (50% of TTR) plus Variable Reward– Executive Remuneration Scheme (50% of TTR). Your annualised TTR is $**1,000,000**.

 

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

 

Your TEC package on commencement of work in your newposition is $**500,000** per annum.

 

You must take 65% of TEC as notional salary.  The balance, less mandatory superannuationcontributions, is a flexible component and can be taken as cash benefit/Cashtecor non-cash benefits or a combination of 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 may be paid as cash or shares or a combination of both.  The Board may, at its discretion, change theratio of cash to shares.  You must at alltimes comply with the provisions of ANZ’s Share Trading Policy.

 

i

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

 

You will be eligible to participate in the ANZ’sLong Term Incentive Plan. Awards under this Plan are entirely at the discretionof the Board.

 

**2**          **Superannuation**

 

Your notional salary is used to calculate yoursuperannuation contributions (if any) and the level of mandatory superannuationcontributions.  It is also used tocalculate the insured component of your death and total and permanentdisablement benefits.  For full detailsof the ANZ Australian Staff Superannuation Scheme, refer to the member’sbooklet.

 

**3****          Entitlementsupon Termination of Employment**

 

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

 

In addition to any notice or paymentunder clause 12 of your employment agreement, you may also have entitlements toshares, options or performance rights. Please refer to the conditions of grant issued with each equityallocation for details of your entitlements in each of the followingcircumstances.

 

•      Resignation

•      Terminationfor Serious Misconduct

•      Terminationon Notice

•      Retrenchmentor Retirement

•      Deathand or Total and Permanent Disability

 

**4****          Definitions**

 

For the purposes of this employment agreement:

 

•           **total and permanent disablement** means:

 

(a)   in circumstances where you area member of the ANZ Australian Staff Superannuation Scheme (the “Scheme”) or anANZ-sponsored staff superannuation fund, total and permanent disablement as determinedby the trustee of the Scheme or fund;

 

(b)   in circumstances where you arenot a member of the ANZ Australian Staff Superannuation Scheme or anANZ-sponsored staff superannuation fund, such state of physical or mentalincapacity as renders you unlikely ever to be able to work again in a job forwhich you are reasonably qualified by education, training or experience.  Every question of total and permanentdisablement will be decided by ANZ after receipt of reports by two qualifiedmedical practitioners approved by ANZ.

 

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

 

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##### **ACCEPTANCE**

 

 

I, DavidHisco, have read and understood and agree to the terms of employment set out inthis employment agreement (including the Schedule).

 

 
| Name:           |   |   |   |   |
|-----------------|--------|--------|--------|--------|
|            |   |   |   |
| Signature:      |   |   | Date:  |   |   |
|            |   |   |   |
|            |   |   |   |
| /S/ D. Hisco    |   |   |   |
| Dated: 22/11/05 |   |   |   |
|                 |        |        |        |        |  |  |  |  |

 

iii

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**Exhibit 4.1.5**

 

 

14 October 2005

 

 

Mark Paton

2 Dawson Ave

Brighton VIC 3186

 

 

Dear Mark

 

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

 

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 positionis Group Managing Director, Corporate reporting to John McFarlane, CEO andlocated at 100 Queen St, Melbourne.

 

Your position is atSenior Executive Group level.  ANZ may,at its 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

 

Thisemployment agreement, and your obligations under it, will commence on 1November 2005.  It does not affect yourcontinuity of service for the purposes of leave entitlements and other employmentbenefits.

# ** **

# **3**                               Remuneration

 

The details ofyour remuneration are set out in the Schedule. The Schedule forms part of this employment agreement.

# ** **

# **4**                               Leave

 

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

 

You willreceive 4 weeks’ contracted hours paid annual leave for each completed year ofpaid service with ANZ.  You are requiredto take your full annual leave entitlement of 4 weeks over the course of eachANZ financial year (1 October to 30 September), 2 weeks of which must be takenconsecutively.  (ANZ policy requires thatyou are absent for at least 10 consecutive business days per annum.)

 

At the end ofeach ANZ financial year, ANZ will deem you to have taken your full 4 weeks’annual leave.  Accordingly, there will beno positive accrual of this leave and your annual leave balance at 1 Octobereach year will never be more than your balance at 1 October of the previousyear, or zero whichever is greater.

 

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

 

You may takesick leave in accordance with standard arrangements applicable to all ANZemployees.  Any untaken part of thisentitlement is cumulative from year to year. In the event of prolonged illness, ANZ may decide at its discretion toprovide you with 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 takeparental leave in accordance with standard arrangements applicable to all ANZemployees.

## ** **

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

 

You areeligible for 13 weeks’ long service leave after completing 15 years ofcontinuous service, and a further 8.66 weeks’ leave for each subsequent 10completed years of continuous service. You may access long service leave on a pro-rata basis after 10 completedyears of continuous service.

 

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

 

Allinventions, discoveries, computer software processes and improvements made byyou during your employment with ANZ remain the property of ANZ.

 

By signingthis employment agreement, you:

 

•             assign to ANZ 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 ANZ; and

 

•             agree to execute anyfurther document that is necessary or desirable to give full effect to yourobligations under this clause 5.

 

# **6**                               Valuesand Ethical 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 and Procedures, 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. You must also take all reasonable and necessary precautions to maintainthe confidentiality and secrecy of any of this information, and prevent itsunauthorised disclosure by any other person or entity. This obligationcontinues  after your employment with ANZends.

 

You must alsoreturn to ANZ on request or immediately your employment with ANZ ends:

 

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

 

•             any vehicle, computerhardware or software, key, security pass or other 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.

 

Youacknowledge that consideration for the restraint is included in your TotalEmployment Cost (TEC).

 

# **11**                        DisciplinaryAction

 

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).

 

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# **12**                        Terminationof Employment

## ** **

## ***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.

 

 

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

 

You mayterminate your employment for any reason by giving ANZ 6 months’ writtennotice.  You and ANZ may agree on alesser period of notice, or ANZ may in its absolute discretion waive the noticeperiod or any part of it.  If ANZ waivesthe notice period or any part of it, entitlements on termination will includepayment in respect of the waived period calculated on the basis of your TotalEmployment Cost (TEC), as described in the Schedule, up to a maximum of threemonths.

 

If, however, ANZ elects not to waive the notice period, ANZ 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 ANZ and/or not to attend your principal place ofwork.

 

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

 

***(a)******                       Termination onNotice***

ANZ mayterminate your employment for any reason (other than (b) or (c)) by giving you12 months’ written notice.  ANZ may electto pay you in lieu of giving you all or part of the notice period based on yourTEC.  Alternatively, ANZ may, during thenotice period or any part of it, direct you not to perform all or part of theduties of your position, to cease communication with customers, suppliers,employees and contractors of ANZ and/or not to attend your principal place ofwork.

 

***(b)******                       SeriousMisconduct***

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.

 

***(c)******                        Retrenchment***

1)              IfANZ terminates your employment because no suitable position exists for you, youwill be entitled to a severance payment equal to 12 months’ TEC.

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

 

Your severancepayments set out under this clause 12.3(c) will however, be taken to include anamount equal to the minimum notice payments required under the Banking Services– ANZ Group – Award 1998.

 

# **13**                        Variationsto Conditions 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.

 

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# **14**                                 Relevantlaw

 

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

 

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 theopportunities and challenges 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

 

 

**John McFarlane**

**Chief Executive Officer**

**AUSTRALIA AND NEW ZEALANDBANKING GROUP LIMITED**

 

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**SCHEDULE**

**REMUNERATION ENTITLEMENTS, INCLUDING PAYMENTS ON TERMINATION**

 
| Name:            | ** ** | **Mark  Paton**                         |   |            |                |   |
|------------------|------------|-----------------------------------------|--------|-----------------|---------------------|--------|
| Title:           |       | **Group Managing  Director, Corporate** |   |            |                |   |
| Location:        | ** ** | **100  Queen St, Melbourne**            |   |            |                |   |
| Reporting To:    | ** ** | **John  McFarlane, CEO**                |   |            |                |   |
| Schedule Issued: | ** ** | **14  October 2005**                    |   | Effective Date: | **I November 2005** |

 

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 superannuationcontributions are paid in accordance with ANZ’s obligations under legislationas varied from time to time.  Iflegislative 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, superannuationand cash benefit/Cashtec (if applicable) will be paid fortnightly and non-cashbenefits will be provided as applicable. ANZ will 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(50% of TTR) plus Variable Reward – Executive Remuneration Scheme (50% ofTTR).  Your annualised TTR is **$1,300,000**.

 

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

 

Your TECpackage on commencement of work in your new position is **$650,000** 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 paymentsunder the Executive Remuneration Scheme are subject to business unit andindividual performance and are at the discretion of the Board. Bonuses may bepaid as cash or shares or a combination of both.  The Board may, at its discretion, change theratio of cash to shares.  You must at alltimes comply with the provisions of ANZ’s Share Trading Policy.

 

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**1.3          Long Term Incentives**

You will be eligibleto participate in the ANZ’s Long Term Incentive Plan. Awards under this Planare entirely at the discretion of the Board.

 

**2**                               **Superannuation**

 

Your notional salary isused to calculate your superannuation contributions (if any) and the level ofmandatory superannuation contributions. It is also used to calculate the insured component of your death andtotal and permanent disablement benefits. For full details of the ANZ Australian Staff Superannuation Scheme,refer to the member’s booklet.

 

**3****                               Entitlementsupon Termination of Employment**

 

Upon termination ofemployment, you will be entitled to payment for accrued and unused long serviceleave and annual leave in accordance with the standard arrangements applicableto all ANZ employees.  Payments will beon the basis of your notional salary plus cash benefit/Cashtec.

 

In addition to anynotice or payment under clause 12 of your employment agreement, you may alsohave entitlements to shares, options or performance rights.  Please refer to the conditions of grantissued with each equity allocation for details on your entitlements in each ofthe following circumstances:

•                  Resignation

•                  Terminationfor Serious Misconduct

•                  Terminationon Notice

•                  Retrenchmentor Retirement

•                  Deathand or Total and Permanent Disablement

 

**4              Definitions**

 

For thepurposes of this employment 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.

 

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##### **ACCEPTANCE**

 

I, Mark Paton, have read and understood and agree tothe terms of employment set out in this employment agreement (including theSchedule).

 

 

 
| Name:           |   |   |   |   |
|-----------------|--------|--------|--------|--------|
|            |   |   |   |
|            |   |   |   |
| Signature:      |   |   | Date:  |   |   |
|            |   |   |   |
|            |   |   |   |
| /S/ M. Paton    |   |   |   |
| Dated: 17/10/05 |   |   |   |
|                 |        |        |        |        |  |  |  |  |

 

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