**Exhibit 4**

 

 

**Chris****Roberts**

Chairman

 
| 12 May 2005 |   | **STRICTLY PRIVATE & CONFIDENTIAL** |
|------------------|--------|----------------------------------------------|

 

Mr K N MacKenzie 

Baldernstrasse 7

CH-8802 Kilchberg ZH 

SWITZERLAND

 

Dear Ken,

 

I have pleasure in confirming your employment withAmcor Limited, ABN 62 000 017 372, (“Amcor”). Your employment will be on theterms set out in this letter (the “Agreement”) and is conditional upon yourhaving a valid work visa inAustralia, or any other country as agreed.

 

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

 

Except where otherwise expressly stated, this Agreementbetween you and Amcor represents the whole of the agreement reached regardingyour employment.

 

**2.****                                     ****Duties and Responsibilities**

 

You will be employed as Chief Executive OfficerAmcor Limited based at Abbotsford in Victoria, Australia. You will be responsible,and will report, to the Board of Directors of Amcor Limited (the “Board”) andwill have responsibility for the overall management, profitability and returnon shareholder investment of the Group. The other duties and responsibilitiesof the role include all those matters which you were advised about during Amcor’srecruitment process. Amcor may reallocate duties and responsibilities afterdiscussing the changes with you. Although based in Melbourne, the role willnecessitate frequent interstate and international travel commensurate with theglobal distribution of Amcor’s business operations.

 

**3.****                                     ****Commencement Date and TransitionArrangements**

 

Your Commencement Date at Abbotsford is formallyset for 1 July 2005, with transitional arrangements to be agreed betweenyourself and the Chairman.

 

You will be reimbursed all reasonable relocationexpenses to Melbourne Australia, from your current home location, as agreedwith the Chairman or his delegate.

 

**4.****                                     ****Compliance with Directions andKeeping Company Informed**

 

You will perform your duties and responsibilities inaccordance with the Board’sreasonable directions and will keep the Board informed of any developments in relation to your role. You will perform your duties in accordance with rules of law in all applicable countries that Amcor operates. You will be expected to model the highest standards of probity and to abide by allethical standards, policies and procedures that relate to the operation of thebusiness, including Amcor’s                   Environmental and Safety Policies and Procedures and theother policies

 
| ** **                                                 | ** ** | **Personal  Office**              |
|------------------------------------------------------------|------------|-----------------------------------|
| **Amcor  Limited**ABN 62 000 017 372                       | ** ** | Level 27,  Governor Phillip Tower |
| 679 Victoria  Street Abbotsford Victoria 3067 Australia    |       | Farrer Place                      |
| GPO Box 1643N  Melbourne Victoria 3001 Australia           |       | Sydney NSW 2000  Australia        |
| Tel: 03 9226  9000 Fax: 03 9226 9050                       |       | Tel: 02 9324  3071                |
| Australia *  North America * Latin America * Asia * Europe |       | Mobile: 0418 647  190.            |

 

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referred to in this Agreement. You will devote your full time and attention to Amcor’s business during working hours and honestly and diligently carry out your duties and responsibilities.

 

**5.****                                     ****Hours of Work**

 

Youwill be expected to work whatever hours (including weekend work) that theexigencies of the business require.

 

**6,****                                     ****Remuneration Package**

 

**6.1****                              *****Salary***

 

Effective 1 July 2005, you will be paid abase salary of A$1,200,000 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 occur on the basis of one half month inarrears and one half month in advance.

 

**6.2****                              *****Superannuation***

 

Upon commencement of employment you will beeligible to become a member of the Amcor Superannuation Fund. Amcor willcontribute (as part of your OFR as defined in 6.3) to an accumulation section ofthe Fund at least at the rate which satisfies Superannuation Guaranteerequirements and up to a limit of 15%**of your base salary. Your salaryfor superannuation purposes will be your base salary. Subject to companydeductible limit amounts, you may also elect to make contributions to the fundfrom either your pre-tax or post-tax salary. Insurance cover associated withthe superannuation fund may be capped and over certain limits will require amedical examination.

 

**6.3****                              *****Total FixedRemuneration (TFR)***

 

Total Fixed Remuneration (TFR) means base salary(per 6.1 above) plus Other Fixed Remuneration

 

Other Fixed Remuneration (OFR) includessuperannuation contributions, and will total $400,000 per annum, which makesyour TFR $1,600,000, effective 1 July 2005, After allowing for your basesalary, superannuation contribution (per 6.2 above ) and the option to take upthe Amcor Corporate Health Plan and a motor vehicle, the resulting balance ofTFR, if any, can be paid monthly to you in cash with appropriate tax instalmentdeductions made. Alternatively you may elect for some of this balance of TFR tobe directed to other purposes as agreed with the Chairman, eg the purchase ofsecond car, club memberships, etc. Remuneration packaging is flexible and anyparticular needs you have can be discussed with you.

 

**6.4****                              *****Management******Incentive******Program***

 

You are invited on commencement to participate inAmcor’s Management Incentive Program, the rules of which are set by theAmcor Board. Amcor reserves the right to alter or abolish the Program at itsdiscretion. You will be advised early in each financial year if you are invitedto participate in the Program for that year. Participation in the Program is nota right which flows from your employment.

 

On the basis of current Board policy andguidelines, you will initially be eligible to participate in the program withthe potential to earn a bonus of between 50%

 

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and 100% of TFR. Fifty percent of TFR ($0.8m) is your base target bonus and 100% of TFR($1.6m) reflects the maximum performance level.

 

Annual formal performance objectives will be setfor you regarding any incentive payable under the Program at the time of offer.

 

To be eligible for any payment under the Program,you must be an employee of Amcor at the time the incentive payments aredeclared and paid, usually in September of each year.

 

**6.5****                              *****Amcor Long TermIncentive (LTI) Plan***

 

We will present to the next Annual General Meetinga resolution for the establishment of a three year program involving the issueto you of 250,000 options per annum and 100,000 restricted performance sharesper annum, on performance terms and other conditions that will be recommendedto the full Board in June by the Chairman and the Board Human ResourcesCommittee and listed for approval by shareholders at the 2005 Annual GeneralMeeting. The exercise price for the options is proposed to be the average ofthe closing price of Amcor shares for the five working days prior to 1 July 2005.Subject to tax and legal restrictions, it is planned that the options andshares will vest after 3 years and expire 2 years after vesting.

 

**6.6****                              *****Health Benefits***

 

You will be eligible to become a member of theAmcor Health Care Plan. An information booklet is enclosed and the total costof this Plan including government charges as applicable will be allowed forwithin Other Fixed Remuneration.

 

**6.7****                              *****Review ofRemuneration Package***

 

Your salary, TFR, bonus and LTI arrangements willbe reviewed annually on a date selected by the Board. Currently this is 1 October eachyear, with Management Incentive Programs applying for the full financial year,ie as from 1 July.

 

**6.8****                              *****Performance******Review***

 

Your performance will be formally reviewed atleast once each year but will also be the subject of ongoing discussionsbetween you, the Chairman and the Board.

 

**6.9****                              *****Telephone***

 

Amcor will provide you and your partner with theuse of a mobile telephone to enable you to perform your role and will pay allbills, including all reasonable private call charges.

 

***6.10******                       ******Costs ofProperty Purchase***

 

Amcor will provide assistance with the costs of ahouse purchase in Melbourne during your first year in this rote, covering stampduly and legal costs for a house with a purchase value of up to $3m.

 

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**7.****                                     ****Business Expenses**

 

Amcor will reimburse you for reasonable costs thatyou necessarily incur in the performance of your duties. Claiming of expenseswill be in accordance with Amcor policy and administrative systems, and are tobe approved by the Chairman in a form he determines.

 

**8.****                                     ****Travel**

 

***8.1******                              ******Business Travel***

 

You will be required to undertake travel forbusiness purposes. Amcor’s policy is to encourage an appropriate involvement byyour partner in overseas and interstate travel. The Chairman must receive priornotice of your intention to travel overseas and give his approval to anyoccasion where there is any substantial travel Involving a combination of anyof the following - Amcor business and annual leave, or plans for any spousetravel,

 

***8.2******                              ******Home leavetravel***

 

During each full year of this Agreement Amcor willpay for a total of four business class return air fares for the use of yourimmediate family to travel between Australia and Canada. These fares cannot beconverted to cash and cannot be accumulated from year to year. However, at yourelection, these fares can be used to bring a close relative on a visit toAustralia instead. To the extent this can be arranged, the use of home leavetravel by your immediate family should be arranged to coincide with a businesstrip for you.

 

**9.****                                     ****Annual Leave**

 

You will be entitled to five weeks’ annual leaveper annum. Leave will normally be taken at times nominated by you and agreed byAmcor. However, the Chairman may direct you to take annual leave at a timenominated by Amcor on one month’s prior notice. Leave must be taken withintwelve (12) months after the end of the year in which it accrued unless you andthe Chairman otherwise agree.

 

**10.****                              ****Sick Leave**

 

Payment for periods in excess of legalentitlements may be granted under Amcor’s Staff sick leave policy in place fromtime-to-time You may be required to provide a medical certificate. Untaken sickleave will not be paid out on termination of employment under anycircumstances.

 

If during the currency of this agreement, in theopinion of the Board, you become unable to carry out your duties owing toincapacity by ill-health (mental or physical) then you will be paid your salaryin full during the period or periods of incapacity. However, if, in the opinionof the Board, that incapacity continues or is likely to do so for a period orperiods aggregating more than six months in any two consecutive years. Amcorshall have the right, exercisable at any time, to terminate your employment.

 

**11.****                              ****Long Service Leave**

 

You are entitled to long service leave under thelaws of Victoria.

 

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**12.****                              ****Public Holidays**

 

You are entitled to the public holidays gazettedfor the State of Victoria.

 

**13.****                              ****Human Resources Policies**

 

Youare entitled to the benefits of and are expected to comply with Amcor’s human resources policies including thosewhich cover occupational health andsafety, leave, travel on company business, anti-discrimination, workplace harassment, redundancy,motor vehicles and other matters. You alsohave responsibilities under the policies both to your co-workers and to Amcor. You are required to comply with any Non-Smoking regulations inforce at Amcor sites.

 

Amcor may from time to time vary or replace theterms of its human resources policies and introduce new policies. Each policywill apply to you as it exists from time-to-time. Amcor will notify you of any variationor new policy by posting copies of the policy on Amcor’s intranet.

 

**14.****                              ****Conflict of Interest**

 

During your employment with Amcor or a companywithin the Amcor Limited Group, you must not be involved with or have afinancial interest (other than an immaterial investment shareholding) in anybusiness or enterprise that:

 

•                  competes with;

 

•                  is a customer of;or

 

•                  supplies goods orservices to

 

A business or enterprise within the Amcor LimitedGroup Including all its related bodies corporate.

 

You must arrange your affairs so that it could notbe reasonably alleged that there is a conflict between your personal interestsand those of the Amcor Limited Group.

 

**15.****                              ****Confidential Information**

 

During your employment, you will be exposed to informationthat is not in the public domain relating to:

 

•                  financialaffairs;

 

•                  suppliers;

 

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

 

•                  future plans,research and development;

 

•                  business methods,systems and strategies;

 

•                  technicaloperations; and

 

•                  pricing policiesand costings,

 

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of businesses and enterprises within the AmcorLimited Group. During your employment and at all times following thetermination of your employment, you must not disclose this information to anyunauthorised person or use it for purposes other than those of Amcor, or exceptwhere obliged by law. In particular, you must not permit this information to bedisclosed to any competitors of businesses and enterprises within the AmcorLimited Group. You must report any approach made to you to provide suchinformation.

 

You must not disclose or use, for your ownpurposes or those of any person associated with you, any knowledge of financialresults of businesses and enterprises within the Amcor Limited Group prior totheir release to the public. In particular, you must not disclose or use anyinformation concerning Amcor which, if publicly disclosed, could affect themarket price of Amcor’s shares.

 

**16.****                              ****Ownership of IntellectualProperty**

 

All Intellectual Property that you conceive,develop or make during your employment with Amcor will be the exclusiveproperty of Amcor.

 

You agree to assign to Amcor all your rights inany Intellectual Property conceived, developed or made by you during youremployment and agree to take any action necessary to give full effect to Amcor’sentitlements.

 

To the fullest extent permitted by law you consentto Amcor and its authorised officers and employees infringing your moral rightsin and to any inventions made or developed by you in the course of youremployment under this Agreement.

 

“Intellectual Property” Includes (but is notlimited to) inventions, innovations, discoveries, improvements, works,copyright, designs, developments, processes, formulae, information, products,patents or brand names.

 

**17.****                              ****Trade Practices Act**

 

You must not take action or negotiate or enterinto any oral or written agreement, arrangement or undertaking that couldreasonably be alleged to be contrary to the Trade Practices Act. Notes on theAct are attached and you are required to familiarise yourself with these. If inthe course of your employment you become aware of any information whichsuggests that any officer or employee of Amcor may have breached the TradePractices Act you will immediately advise the Chairman and the Board of thatinformation.

 

**18.****                              ****Privacy Act**

 

Youmust respect and protect theprivacy of personal information which youcollect, handle, store or transfer in the course of your employment with Amcor. At all times you will comply with Amcor’s PrivacyPolicy and Guidelines and will not engage in conduct which could reasonably be alleged to be contrary to the Privacy Act. You are required as a condition of your employment to read and familiarise yourself withAmcor’sPrivacy Policy and Guidelines. The Amcor PrivacyPolicy and Guidelines areavailable on the Amcor intranet site.

 

**19.****                              ****Computer Use**

 

Your use of Amcor’s computers and all electronicnetworked services such as electronic mail, the internet and Intranet, will bestrictly in accordance with

 

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Amcor’s Use of Information Technology Servicespolicy. In particular, you must not use any unauthorised computer disk in Amcor’scomputer system.

 

**20.****                              ****Termination of Employment**

 

Your employment may be terminated as follows.

 

***20.1******                       ******Termination onNotice*****-*Employee***

 

You may terminate your employment by giving notless than six months’ written notice to Amcor.

 

***20.2******                       ******Terminationon Payment - Company***

 

(a)                                  Amcor may terminate your employment by paying you twelve month’s total remuneration.

 

(b)                                Total remuneration is defined as TFR plus base target bonus, currently 50%of TFR, plus the annual actuarial value of your long term incentivepackage as calculated for the purposes of and declaredin Amcors Annual Report In thesecircumstances any payment will not include any provision for pro rata bonus(es)earned to the date of termination inthat financialyear.

 

***20.3******                       ******Summary Termination******of Employment******-******Company***

 

Youremploymentmay be terminated by Amcorimmediately and without notice if you become disqualified from holding the office of director or if you commit or are guilty of:

 

a)                            a serious orpersistent breach of any of the terms or conditions of your employment; or

 

b)                           any grossly negligent act; or

 

c)                            any criminal offence for which you areconvictedwhich, in the reasonable opinionof Amcor, impairs your ability to perform your duties;

 

d)                           any wrongful ordishonest act or conduct which, in the reasonable opinion of Amcor, bringsAmcor into disrepute; or

 

e)                            any other actwhich would entitle Amcor to dismiss you summarily.

 

**21.****                              ****Company Property and Debts toAmcor**

 

All equipment issued to you in connection withyour employment remains the property of Amcor. You will report any loss ofequipment immediately to the Chairman or his delegate. Upon termination of youremployment, you will immediately return to Amcor all documents, manuals, keys,access cards and property belonging to Amcor or to any of Amcor’s clients thatare in your possession or control.

 

Upon termination, unless another repayment schemehas already been agreed with Amcor, you authorise Amcor to deduct from yourfinal entitlements any debts, overpayments or other obligations owed to Amcorby you.

 

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**22.****                              ****Other consequences of termination**

 

At the same time as you sign this letter toindicate your acceptance of the offer of employment, you will sign and deliverto the Chairman the letter of resignation as a director which is Attachment Ato this letter. By doing so you agree that immediately upon termination of youremployment for any reason, or upon Amcor giving you notice of termination underparagraph 20.2 above the Chairman may date and deliver that letter to the relevantcompany secretary to effect your resignation as a director from Amcor Limitedand any related bodies corporate of which you are an officer.

 

**23.****                              ****Restrictions**

 

***23.1******                       ***In consideration of your employment by Amcorand the remuneration provided to you:

 

a)              at any time after the termination of your employment, you must not represent yourself as connected with or interested in the businessof Amcor;

 

b)             during your employment and for a period of 12 months after The termination of your employment, youmust not(either on your own account orfor any other person, firm or company) employ, engage or endeavour to entice awayfrom Amcor any employee of Amcor;

 

c)              throughout and at all times after the termination of your employment, you must notdisclose confidential information about Amcor or belonging to Amcor which becomes known to you during your employment;

 

d)             throughout and at all times after the termination of your employment, you must not, in thecourse of any business, employment, consultancy or otherwise, engage in any specific project or research in relation to which the use of Amcor’s confidential information mayreasonably be expected to give you (or any other person, firm or company) anunfair advantage;

 

e)              during your employment and for a period of 12months in Australia after the termination of your employment, you must not (whether alone, in association, or as an employee,director or consultant) canvass or solicit business the same as or similarto that provided by the AmcorLimited Group from persons who have been clients or customers of Amcor withinthe period of 12 months prior to the termination of your employment; and

 

f)                any employee rights or benefits, or employerduties, which are not expressly set out in these terms and conditions and which otherwise would be implied by law, are expressly excluded.

 

g)             If any one or more of the restrictions contained in Clause 23 (either by itself or together withothers) is adjudged to go beyondwhat is reasonable in the circumstances for the protection of Amcor’s legitimate interest, but would be adjudged reasonable for the protection of its interest if any particular restrictionor part of a restriction were deleted or limited in a particular manner, then the restriction shallapply with such deletion or limitation.  In particular if the period of 12 months referred to in clause 23(e) is held to be unreasonable,itis agreed that theserestrictions will be in force for aperiod of six months. Likewise, if theareaof restriction referred to in clause 23(e) is held to be unreasonableit is agreed that these restrictionswill apply in Victoria and New South Wales.

 

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***23.2****                       *If you givenotice of termination under clause 20.1 then the period of “12 months” whereverappearing in clause 23.1 shall be reduced by the period that you continue towork during that notice period.

 

**24.****                              ****Severance**

 

If any term of your contract of employment isfound to be or becomes unenforceable or contrary to law, it will be severed andthis will not in any way affect the enforceability of the remaining terms.

 

**25.****                              ****Governing Law**

 

Your contract of employment with Amcor and anydispute concerning the terms and conditions of your employment will be governedby and determined in accordance with the laws of the State of Victoria. Theterms and conditions contained in this agreement may be varied by mutualconsent once confirmed in writing at any time.

 

**26.****                              ****Dispute****Resolution**

 

Any dispute that arises concerning your employmentmust be conciliated through the Amcor Board.

 

**27.****                              ****General**

 

This Agreement between you and Amcor is personaland confidential and should be treated as such.

 

Please signify your acceptance of this offer ofemployment and the terms and conditions of your contract of employment bysigning both copies. Please return one copy to me and retain the second copyfor your records.

 

I look forward to your contribution to the futuresuccess of the business in what I believe will be an interesting and rewardingposition for you.

 

 

Yours sincerely

 
| /s/ Chris I Roberts     |   |
|-------------------------|--------|
| **Chris  I Roberts**    |
| **Executive  Chairman** |
| **Amcor  Limited**      |

 

I accept the above offer of employment with Amcoron the terms and conditions stated in it.

 

 
| /s/ [ILLEGIBLE] |   | 12/5/05 |   |
|-----------------|--------|---------|--------|
| Signature       | Date   |

 

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**TRADE PRACTICES ACT**

 

The Trade Practices Act 1974, which came into fulleffect as from 1 February 1975 deals with trade practices which are or maybe restrictive of competition, with the protection of consumers and with thecontrol of consumer transactions.

 

The policy of Amcor and its subsidiaries is tocomply with the provisions and intentions of the legislation.

 

The Act is complicated and its effect is farreaching. Breach of its provisions can incur substantial penalties on bothcompanies and their officers. In brief, the principal provisions likely toaffect the Amcor group of companies are as follows:

 

1.                                       All contracts,arrangements or understandings which contain provisions having the purpose oreffect of preventing or restricting the supply of goods to, or the acquisitionof goods from, particular persons; or which have the purpose or effect ofsubstantially lessening competition, are prohibited.

 

2.                                       The followingactions which affect competition are absolutely prohibited:

 

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

 

2.2                                 the takingadvantage of monopoly power (i.e. power substantially to control a market forgoods or services) to eliminate or substantially damage a competitor or preventor deter entry into the market or competition.

 

3.                                       Conduct isprohibited if it has the effect or purpose of substantially lessening competition.Such conduct includes but is not limited to discriminatory pricing betweenpurchasers of the same goods; the imposing of conditions restricting theability of a supplier or purchaser from supplying or acquiring goods from otherpersons or companies; and the acquisition of assets or capital which results incontrol or domination.

 

4.                                       The consumerprotection provisions of the Act prohibit misleading or deceptive conduct,false representations (including advertising) and impose obligations on manufacturersand sellers as to quality of goods and their suitability for the purpose madeknown by the buyer to the seller, for which they are acquired. (Refusal to sellis not prohibited and if there could be any doubt as to suitability do not sell).

 

5.                                       Any conductengaged in on behalf of a company by a director, employee or agent of thatcompany, 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.                                       Contravention ofthe 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 of Amcor and itssubsidiaries is instructed to ensure that he/she and those answerable tohim/her do not take any action or negotiate or enter into any oral or writtenagreement, arrangement or undertaking on behalf of any of the Amcor Group whichmay be contrary to the Trade Practices Act. Any queries must be referred to theCompany Secretary, through the appropriate senior officer, for decision.

 

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**ATTACHMENT A – RESIGNATION LETTER**

 

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Date [deliberately left blank]

 

 

The Chairman

 

Amcor Limited

 

Abbotsford

 

 

I, Kenneth Norman MacKenzie, hereby resign withimmediate effect as a director of Amcor Limited and as a director of each ofits related bodies corporate in which I hold such office. I authorise therelevant company secretary to advise ASIC of my resignation from such office.

 

 

Yours faithfully

 

 

**KENNETH NORMAN MACKENZIE**

 

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