**Exhibit 4**
|        | **Russell Jones** |
|--------|-------------------|
|   | Managing Director |

 

**STRICTLYPRIVATE AND CONFIDENTIAL**

 

 

14 August 2003

 

 

Mr P R Sutton4 Maleela AvenueBALWYN Vic 3103

 

 

Dear Peter,

 

I have pleasure in confirmingyour continuing employment with Amcor Limited, ABN 62 000 017 372, (“Amcor”),following your appointment to the position of Managing Director AmcorAustralasia.  Your employment will be onthe terms set out in this letter.

 

**1.**             **Whole Agreement**

 

This Agreementbetween you and Amcor represents the whole of the agreement reached regardingyour continuing employment.

 

**2.****             Prior Service**

 

This Agreementrecognises your most recent period of continuous service (excluding periods ofleave without pay) with the Amcor Group for the purposes of superannuation,annual leave, long service leave, sick leave and entitlements ontermination.  Your period of employmentwith Amcor is not broken by virtue of this new Agreement.

 

**3.****             Duties andResponsibilities**

 

You areemployed as Managing Director Amcor Australasia based at Camberwell.  The duties and responsibilities of the roleinclude the duties and responsibilities of which you were informed duringdiscussions that took place during the appointment process.  Amcor may reallocate duties andresponsibilities after discussing the changes with you.  You may be required to work at Amcorlocations within a 30-kilometre radius of the assigned location.

 

**4.****             Commencement Date**

 

Yourcontinuing employment will be regulated by this Agreement with effect from 1January 2004, the effective date of your appointment to your new position orsuch earlier date as the CEO of Amcor Limited advises you in writing.

 

**5.****             Compliance withDirections and Keeping Company Informed**

 

You willreport to Managing Director Amcor Limited. You will perform your duties and responsibilities in accordance withreasonable directions and will keep Amcor informed of any developments inrelation to your role.  You will

 

**AmcorLimited** ABN 62 000 017 372

679 VictoriaStreet Abbotsford Victoria 3067 Australia

GPO Box 1643NMelbourne Victoria 3001 Australia

Tel: 61 3 92269000 Fax: 61 3 9226 9062

Australasia •  North America •  Asia •  Europe

 

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abide by allethical standards, policies and procedures that relate to the operation of thebusiness including Amcor’s Environmental and Safety Policies andProcedures.  You will devote your fulltime and attention to Amcor’s business during working hours and honestly anddiligently carry out your duties and responsibilities.

 

**6.****                                      Hoursof Work**

 

Your normalhours of work will be consistent with the usual business hours at yourlocation.  You will be expected to workadditional hours (including weekend work) at times to ensure the range ofduties and responsibilities of the position are covered.  No overtime or penalty rates will be paid.

 

**7.****                                      RemunerationPackage**

 

**7.1*****                               Salary***

 

You will bepaid a salary of $550,000 per annum (inclusive of annual leave loading) paidmonthly and deposited, less tax, in your nominated bank account on or about the15th of each month.  Payment will occuron the basis of one half month in arrears and one half month in advance.

 

**7.2*****                               TotalFixed Remuneration (TFR)***

 

Other FixedRemuneration (OFR) will total $175,000 per annum, which makes your TFR$725,000.  After allowing for your basesalary, superannuation and the option of Amcor Corporate Health Plan and anAmcor motor vehicle, the resulting balance of TFR, if any, can be paid monthlyto you in cash with appropriate tax instalment deductions made.  Remuneration packaging is flexible and anyparticular needs you have can be discussed with you.

 

**7.3*****                               ManagementIncentive Program***

 

You may beinvited to participate in Amcor’s Management Incentive Program, the rules ofwhich are set by the Managing Director. Amcor reserves the right to alter or disband the Program at itsdiscretion.  You will be advised earlyin each financial year if you are invited to participate in the Program forthat year.

 

From 1 January2004, you will participate, subject to the guidelines, in the program with thepotential to earn between 50 and 100% of base salary.

 

For the2003-04 year, the first six months will be calculated in the range 40-80% ofsalary at 1 July 2003; the remaining six months will be calculated in the range50-100% of salary at 1 January 2004.

 

To be eligiblefor payment under the Program, you must be an employee of Amcor at the time theincentive payments are declared and paid, usually in September of each year.

 

**7.4*****                               AmcorEmployee Incentive Share Plan***

 

You may beinvited to participate in the Amcor Employee Incentive Share Plan.

 

**7.5*****                               AmcorExecutive Share/Option Plans***

 

You will beinvited to participate in these plans from time to time as appropriate at yourlevel.

 

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**7.6****          *Review of Remuneration Package***

 

Your salarywill be reviewed annually on a date selected by Amcor, however your next reviewwill not be before 1 October 2004.

 

**7.7****          *Performance Review***

 

Yourperformance will be formally reviewed at least once each year.

 

**7.8*****          Telephone***

 

Amcor willprovide you with the use of a mobile telephone to enable you to perform yourrole and will pay all bills, provided 70% of expenses are business related andprivate calls are domestic only.

 

**8.****             Business Expenses**

 

Amcor willreimburse you for reasonable costs that you necessarily incur in theperformance of your duties.  Claiming ofexpenses will be in accordance with Amcor policy and administrative systems,including that prior approval for expenditure must be obtained from your manager.  Business expenses are defined to includereimbursement of annual membership fees for the Australian Institute of CompanyDirectors and its development programs, which are deemed necessary foreffective performance in your current role and where your participation hasreceived the prior written agreement of the CEO or Executive General ManagerHuman Resources and Operating Risk.

 

**9.****             Travel**

 

You may berequired to undertake travel for business purposes.  Travel within Australia is at Economy class, and First class forinternational trips, and may be varied by the Group through promulgation ofexecutive travel policies from time to time.

 

Your wife canaccompany you on one overseas business trip per year, subject to prioragreement with the CEO.  The CEO shouldbe informed when there is planned to be any substantial travel involvingcompany business and annual leave.

 

**10.****         ****Annual Leave**

 

You willcontinue to accrue annual leave at the rate of four weeks per annum.  Leave will normally be taken at timesnominated by you and agreed by Amcor. If you accrue more than six weeks’ leave, Amcor may direct you to takesome or all of your accrued entitlement on four weeks’ notice.

 

**11.****         ****Sick Leave**

 

Payment forperiods of sick leave in excess of legal entitlements may be granted underAmcor’s Staff sick leave policy in place from time-to-time.  You may be required to provide a medicalcertificate.  Untaken sick leave willnot be paid out on termination of employment.

 

If, havingregard to independent medical advice obtained by yourself and/or the Company’you become unable to carry out your duties owing to incapacity by ill-health(mental or physical) then you will be paid your salary in full during theperiod or periods of incapacity. However if, having regard to independent medical advice obtained byyourself and/or the Company, that incapacity

 

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continues oris likely to do so for a period or periods aggregating more than four months inany two consecutive years, the Company shall have the right, exercisable at anytime, to terminate your employment by the Company exercising the provisions ofClause 21.2 below.

 

**12.****         ****Long Service Leave**

 

You areentitled to long service leave under the law of Victoria.

 

**13.****         ****Public Holidays**

 

You areentitled to public holidays gazetted for the location in which you mainlyperform work.  If you agree to work on apublic holiday, you will be entitled to a day’s paid leave on a date agreed byyou and Amcor.

 

**14.****         ****Human Resources Policies**

 

You areentitled to the benefits of Amcor’s human resources policies including thosewhich cover occupational health and safety, leave, travel on company business,anti-discrimination, sexual harassment, redundancy, motor vehicles and othersuch matters.  You also haveresponsibilities under the policies both to your co-workers and to Amcor.  You are required to comply with anyNon-Smoking regulations in force at Amcor sites.

 

Amcor may varyor replace the terms of its human resources policies and introduce newpolicies.  Each policy will apply to youas it exists from time-to-time.  Amcorwill notify you of any variation or new policy by posting copies of the policyon noticeboards at your location or on Amcor’s intranet and by making allpolicies available for your inspection.

 

**15.****         ****Conflict of Interest**

 

During youremployment with Amcor or a company within the Amcor Group, you must not beinvolved with or have a financial interest (other than an immaterial investmentshareholding) in any business or enterprise that:

 

•      competes with;

 

•      is a customer of; or

 

•      supplies goods or servicesto

 

a business orenterprise operated within the Amcor Group including the Amcor Limited GroupABN 62 000 017 372 and its related bodies corporate.

 

You mustarrange your affairs so that it could not be reasonably alleged that there is aconflict between your interests and those of the Amcor Group.

 

**16.****         ****Confidential Information**

 

During youremployment, you have been and will be exposed to information that is not in thepublic domain relating to:

 

•      financial affairs;

 

•      suppliers;

 

•      customers and clients(including lists of names and addresses);

 

•      future plans, research anddevelopment;

 

•      business methods, systemsand strategies;

 

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•      technical operations; and

 

•      pricing policies andcostings,

 

of businessesand enterprises within the Amcor Group. Throughout and at all times following the termination of youremployment, you must not disclose this information to any unauthorised personor use it for purposes other than those of Amcor.  In particular, you must not permit this information to bedisclosed to competitors of businesses and enterprises within the AmcorGroup.  You must report any approachmade to you to provide this information.

 

You must notdisclose or use, for your own purposes or those of any person associated withyou, any knowledge of financial results of businesses and enterprises withinthe Amcor Group prior to their release to the public.  In particular, you must not disclose or use any information concerningAmcor which, if publicly disclosed, could affect the market price of Amcor’sshares.

 

**17.****          Ownership ofIntellectual Property**

 

AllIntellectual Property that you conceive, develop or make during your employmentwith Amcor will be the exclusive property of Amcor.

 

You agree toassign to Amcor all your rights in any Intellectual Property conceived,developed or made by you during your employment and agree to take any actionnecessary to give full effect to Amcor’s entitlements.

 

“IntellectualProperty” includes (but is not limited to) inventions, innovations,discoveries, improvements, works, copyright, designs, developments, processes,formulae, information, products, patents or brand names.

 

**18.****          Trade Practices Act**

 

You must nottake action or negotiate or enter into any oral or written agreement,arrangement or undertaking on behalf of Amcor that could reasonably be allegedto be contrary to the Trade Practices Act. Notes on the Act are attached.

 

**19.****          Privacy Act**

 

You mustrespect and protect the privacy of personal information which you collect,handle, store or transfer in the course of your employment with Amcor.  At all times you will comply with Amcor’sPrivacy Policy and Guidelines and will not engage in conduct which couldreasonably be alleged to be contrary to the Privacy Act.  You are required as a condition of youremployment to read and familiarise yourself with Amcor’s Privacy Policy andGuidelines.  The Amcor Privacy Policyand Guidelines are available on the Amcor intranet site.  Alternatively, a copy can be obtained bycontacting the Amcor Privacy Compliance Officer on (03) 9811 7177 or by emailat PCO@amcor.com.au.

 

**20.****          Computer Use**

 

Your use ofAmcor’s computers and all electronic networked services such as electronicmail, the internet and intranet, will be strictly in accordance with Amcor’sUse of Information Technology Services policy. In particular, you must not use any unauthorised computer disk inAmcor’s computer system.

 

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**21.****          Termination ofEmployment**

 

Youremployment may be terminated as follows.

 

**21.1****        *Termination on Notice - Employee***

 

From the dateof effect for this contract, up to and including 30 June 2005, you mayterminate your employment by giving not less than six month’s written notice toAmcor.

 

As from 1 July2005, you may terminate your employment by giving not less than twelve months’notice.

 

You may electto terminate the agreement on three months’ notice in circumstances where yourusual duties and responsibilities are removed from you without your consent andyour role within the Company is thereby substantially altered.

 

**21.2****        *Termination on Notice - Company***

 

From the dateof effect of this contract, up to and including 30 June 2005, Amcor mayterminate your employment by giving fifteen months’ notice to you.

 

Amcor mayelect to pay your Total Fixed Remuneration in lieu of notice.

 

However, ifyou fail to remedy a material breach of this agreement committed by you withinfourteen days after receipt of a written request from the CEO to do so, theCompany will be entitled to immediately terminate this agreement withoutproviding you with twelve months’ notice.

 

**21.3****        *Summary Termination of Employment - Company***

 

Youremployment may be terminated by Amcor immediately and without notice if youcommit:

 

(a)                                  aserious or persistent breach of any of the terms or conditions of youremployment; or

 

(b)                                 anygrossly negligent act; or

 

(c)                                  anycriminal offence for which you are convicted which, in the reasonable opinionof Amcor, impairs your ability to perform your duties;

 

(d)                                 anywrongful or dishonest act or conduct which, in the reasonable opinion of Amcor,brings Amcor into disrepute; or

 

(e)                                  becomeinsolvent or declared bankrupt or become disqualified from holding office as adirector.

 

(f)                                    anyother act which would entitle Amcor to dismiss you summarily.

 

**21.4****        Redundancy**

 

If Amcor isforced through business downturn or restructure to make your position redundantand as a result terminate your services, you will be entitled to payment of thehigher of twelve months’ total fixed remuneration or that value which is inaccordance with Amcor’s redundancy policy in force at the time you areretrenched.  No redundancy payment willbe made if Amcor offers you a

 

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reasonablealternative position attracting commensurate conditions.  If Amcor takes action under this Clause21.4, you agree that no action will be or is required to be taken by Amcorunder Clause 21.2 of this Agreement.

 

**22.**          **Company Property and Debts to the Company**

 

All equipmentissued to you in connection with your employment remains the property ofAmcor.  You will report any loss ofequipment immediately to your Manager. Upon termination of your employment, you will immediately return toAmcor all documents, manuals, keys, access cards and property belonging toAmcor or to any of Amcor’s clients that are in your possession or control.

 

Upontermination, unless another repayment scheme has already been agreed with theCompany, you authorise the Company to deduct from your final entitlements anyloans, debts, overpayments or other obligations owed to the Company by you.

 

**23.****          Restrictions**

 

Inconsideration of your employment by Amcor and the remuneration provided to you:

 

(a)                                  atany time after the termination of your employment, you must not representyourself as connected with or interested in the business of Amcor;

(b)                                 duringyour employment and for a period of 12 months after the termination of youremployment, you must not (either on your own account or for any other person,firm or company) employ, engage or endeavour to entice away from Amcor anyemployee of Amcor;

(c)                                  throughoutand at all times after the termination of your employment, you must notdisclose confidential information about Amcor or belonging to Amcor whichbecomes known to you during your employment;

(d)                                 throughoutand at all times after the termination of your employment, you must not, in thecourse of any business, employment, consultancy or otherwise, engage in anyspecific project or research in relation to which the use of Amcor’sconfidential information may reasonably be expected to put you (or any otherperson, firm or company), at an unfair advantage;

(e)                                  duringyour employment and for a period of six months in Australasia after thetermination of your employment, you must not (whether alone, in association, oras an employee, director or consultant) canvass or solicit business the same asor similar to that provided by the Amcor Group from persons who have beenclients or customers of Amcor within the period of 12 months prior to thetermination of your employment; and

(f)                                    anyemployee rights or benefits, or employer duties, which are not expressly setout in these terms and conditions and which otherwise would be implied by law,are expressly excluded.

(g)                                 Ifany one or more of the restrictions contained in Clause 23 (either by itself ortogether with others) is adjudged to go beyond what is reasonable in thecircumstances for the protection of the Company’s legitimate interest, butwould be adjudged reasonable for the protection of its interest if anyparticular restriction or part of a restriction were deleted or limited in aparticular manner, then the restriction shall apply with such deletion orlimitation.

 

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**TRADE PRACTICES ACT**

 

The Trade Practices Act 1974,which came into full effect as from 1 February 1975 deals with trade practiceswhich are or may be restrictive of competition, with the protection ofconsumers and with the control of consumer transactions.

 

The policy of Amcor and itssubsidiaries is to comply with the provisions and intentions of thelegislation.

 

The Act is complicated and itseffect is far reaching.  Breach of itsprovisions can incur substantial penalties on both companies and theirofficers.  In brief, the principalprovisions likely to affect the Amcor group of companies are as follows:

 

1.                                       Allcontracts, arrangements or understandings which contain provisions having thepurpose or effect of preventing or restricting the supply of goods to, or theacquisition of goods from, particular persons; or which have the purpose oreffect of substantially lessening competition, are prohibited.

 

2.                                       Thefollowing actions which affect competition are absolutely prohibited:

 

2.1                                 resaleprice maintenance i.e. the fixing or maintenance of prices at which goods canbe resold or below which they cannot be resold (although not subject to certainrequirements, the recommending of suggested resale prices);

 

2.2                                 thetaking advantage of monopoly power (i.e. power substantially to control amarket for goods or services) to eliminate or substantially damage a competitoror prevent or deter entry into the market or competition.

 

3.                                       Conductis prohibited if it has the effect or purpose of substantially lesseningcompetition.  Such conduct includes butis not limited to discriminatory pricing between purchasers of the same goods;the imposing of conditions restricting the ability of a supplier or purchaserfrom supplying or acquiring goods from other persons or companies; and theacquisition of assets or capital which results in control or domination.

 

4.                                       Theconsumer protection provisions of the Act prohibit misleading or deceptiveconduct, false representations (including advertising) and impose obligationson manufacturers and sellers as to quality of goods and their suitability forthe purpose made known by the buyer to the seller, for which they areacquired.  (Refusal to sell is notprohibited and if there could be any doubt as to suitability do not sell).

 

5.                                       Anyconduct engaged in on behalf of a company by a director, employee or agent ofthat company, or by any other person at the direction or with the consent oragreement of a director, employee or agent of the company shall be deemed tohave been engaged in also by the company.

 

6.                                       Contraventionof the provisions of the Act can give rise to the imposition by the Court ofsubstantial fines (up to $10,000,000 for the offending Company and $500,000 forthe offending employee) and even liability for civil actions for damages by anypersons suffering loss or damage from such contravention.

 

Each member of the staff ofAmcor and its subsidiaries is instructed to ensure that he/she and thoseanswerable to him/her do not take any action or negotiate or enter into anyoral or written agreement, arrangement or undertaking on behalf of any of theAmcor Group which may be contrary to the Trade Practices Act.  Any queries must be referred to the CompanySecretary, through the appropriate senior officer, for decision.

 

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