EXHIBIT 4.4



 






Exhibit 4.4






PRIVATE AND CONFIDENTIAL




17 June 2004




Mr G A Petersen 
Executive General Manager

Commonwealth and Colonial Products 

Investment & Insurance Services




Dear




Further to our recent discussions I am pleased to offer you the Level 6 role of
Group Executive, Group Strategic Development, to take effect today. In this
role you will report to me and will be a member of the Bank’s Executive
Committee. Your current terms and conditions will remain the same with the
exception of remuneration and notice period.




Your new remuneration arrangements will be:




	 	 	 	 	 
	Base(TC-l-S)
	 	$	475,000	 
	Superannuation
	 	 	34,200	 
	Fixed Remuneration
	 	 	509,200	 
	STI Potential (80%)
	 	 	380,000	 
	Fixed plus STI Potential
	 	 	889,200	 
	LTI Potential
	 	 	625,000	 
	Total Potential Remuneration
	 	$	1,514,200	 







These remuneration arrangements will be effective from 1 June 2004 with the LTI
grant applying as part of the 2004 remuneration review. The notice period in
your contract will revert to four weeks, consistent with executives in similar
roles. Your next annual remuneration review will be as at 1 July 2005.




The performance benchmarks against which the annual STI payment will be
measured will be on a basis agreed between us.




Grahame, I look forward to your acceptance of this significant career move and
working closely with you on our major strategic challenges.




Kind regards

     



 









 








All Blanks to be completed




EMPLOYMENT AGREEMENT




BETWEEN




COMMONWEALTH BANK OF AUSTRALIA (the Bank)

(ABN 48 123 123 124)




AND




Grahame Petersen(Employee)





	1.	 	Where the Employee is employed by the Bank immediately preceding date of
this Agreement, the Employee and the Bank agree to vary terms and conditions of employment to those set out
herein.
	 
	2.	 	Where the Employee is not employed by the Bank immediately preceding date
of this Agreement, the Bank agrees to employ the Employee and the Employee agrees to serve the Bank on
the terms and conditions of employment set out herein.
	 
	3.	 	This Agreement comes into effect on and from 1 June 2004.
	 
	4.	 	The Employee shall be employed as an executive of the Bank and shall
serve at any location where the Bank or
one of its related bodies operates.






	5.	(i)	   The Employee shall observe and be subject to the provisions of
the Bank’s instructions except as varied
herein.






	 	(ii)	 	The Bank owns all right, title and interest, including
without limitation, all industrial and intellectual property
rights, in all the Employee’s work product and any discovery or
invention or process or improvement in procedure relating to that
work product made or discovered by the Employee during the term
of this Agreement whether solely or jointly with others.
	 
	 	(iii)	 	The Employee will, if required by the Bank, execute such
documents and do such acts and things as the Bank may require to
effect the assignment to the Bank of the industrial and intellectual
property rights in the Employee’s work product.
	 
	 	(iv)	 	Where the Employee’s work product includes intellectual
property rights of the Employee existing prior to the Employee’s
employment by the Bank, the Employee shall notify the Bank of
those rights and grant the Bank a licence to use that work
product as the Bank sees fit, including reproducing and making
adaptations of or alterations to any part of that work product,
and without acknowledging the authorship or part authorship of
the work product.
	 
	 	(v)	 	The Employee must return to the Bank at the time the
Employee ceases to work for the Bank all originals and copies in
any form (including computer data) of all books, records and
documents relating to the Employee’s duties, functions and
responsibilities as an employee of the Bank.






	6.	 	This Agreement may be terminated -






	 	•	 	by agreement in writing between the parties at any time; or
	 
	 	•	 	except in circumstances of misconduct, by four weeks’ written notice by either party to the other party.
Bank may make a payment of an amount equivalent to four weeks’ pay in
lieu of notice.






	 	 	In either circumstance, reason for termination shall not be required.




L4+(SE)–Internal Contract 11-03









 






	7.	 	Where termination of employment is initiated by the Bank other than for
misconduct or unsatisfactory
performance, the Bank will, in addition to payments made under Clause 15,
pay to the Employee compensation
of an amount equivalent to 0.50 times Base Remuneration as set out in the
Annexure.
	 
	 	 	The Bank will not be under any obligation to pay any further compensation
on termination other than as set out in this Clause or in Clause 8.
	 
	8.	 	This Clause applies only where the Employee was already employed by the
Bank immediately preceding the date
of this Agreement. In the case where the position occupied by the Employee becomes redundant and the Bank is
unable to place the Employee in an alternative position with the Bank or one of its related bodies, in keeping with
the Employee’s skills and experience, the compensation payment for the Employee will be calculated on the
basis of the greater of -






	 	 ̈	 	the amount of $221,104 (in addition to payments made under Clause 15); or
	 
	 	 ̈	 	an amount equivalent to 0.50 times  Base Remuneration as set out in the Annexure.






	 	 	Clause 7 does not apply in any case where a payment is made under this
Clause.
	 
	9.	 	Cash remuneration and other benefits, constituting the Base Remuneration
package to which the Employee is
entitled under this Agreement, are scheduled in the Annexure. All figures
are expressed on an annual equivalent
basis.
	 
	10.	 	The Cash component of the Employee’s Base Remuneration package shall be
paid on a fortnightly basis, each
fortnight representing 14/365 of the value shown in the Annexure.
	 
	11.	 	The Base Remuneration package to which the employee is entitled under
this Agreement shall be reviewed
annually by the Bank, having regard to the Employee’s work performance
and market rates of remuneration.
	 
	 	 	Any variation to the  Base Remuneration package determined by the Bank as a
result of such a review and any variation or adjustment to components
constituting the Base Remuneration package from time to time will be
documented by the Bank in a replacement Annexure An Annexure may stipulate
whether or not the Employee is required to return a signed copy of the
Annexure before it takes effect.
	 
	12.	 	The Employee shall be entitled to retire from the Bank’s service at any
time after attaining age 55.
	 
	 	 	Retirement on the grounds of physical or mental incapacity may be
approved, or effected, by the Bank at any age where it is satisfied that
medical evidence warrants that action.
	 
	 	 	The Employee agrees to give the Bank 6 months notice of intention to
retire.
	 
	13.	 	The Employee must be a member of the Officers’ Superannuation Fund.
	 
	14.	 	The Employee’s remuneration shall be regarded as satisfying their
entitlements other than the following:






	 	 ̈	 	Annual leave – annual leave will accrue at the rate of 20 days per annum. From 31 March 2004 accrued
annual leave cannot be more than 30 days as at 31 March each year. A minimum 10 days annual leave
must be taken each year.
	 
	 	 ̈	 	Long service leave – accrual will be in accordance with the Bank’s normal accrual rate. Long service
leave on half pay is not available to executives.
	 
	 	 ̈	 	Personal illness or injury – paid leave on account of genuine and personal illness or injury is available
in accordance with the Bank’s staff policy.
	 
	 	 ̈	 	Parental Leave -
	 
	 	 	 	12 weeks paid maternity leave applies where a female executive
has at least 52 weeks continuous service.
	 
	 	 	 	With at least 52 weeks continuous service, 1 weeks paid paternity
leave for male executives applies.




L4+(SE)–Internal Contract 11-03


2









 






	 	 	 	For all executives, 6 weeks paid adoption leave applies to the
primary care-giver where they have at least 52 weeks continuous
service.
	 
	 	 	 	For all executives, up to 52 weeks unpaid parental leave applies to
the primary care-giver, in accordance with the Bank’s staff policy.
(Any paid parental leave, where applicable, is included in this
quantum.)
	 
	 	 	 	Where the Employee was already employed by the Bank immediately
preceding the date of this Agreement, existing parental leave
entitlements will be retained.






	 	 	Authorised expenses will be reimbursed in accordance with the Bank’s
policy.
	 
	15.	 	Upon termination of this Agreement, the calculation of payments in lieu
of accrued but unused annual and long
service leave entitlements shall be based on the Base Remuneration amount
as shown in the Annexure.
	 
	16.	 	The term “Annexure” means the annexure attached to this Agreement or if a
replacement annexure has been
issued by the Bank pursuant to clause 11 of this Agreement, the most
recent replacement annexure that has
come into effect.
	 
	17.	 	Any variation to this Agreement agreed between the parties shall be in
writing.
	 
	18.	 	Any communication between the Bank and the Employee may be sent to either
party by written notice or by
secure email.





	 	 	 	 	 
	SIGNED by the said

	 	/s/  Grahame Peterson

	 	22/6/04

	

	 	 	 	Date
	 
	 	 	 	 
	SIGNED
for and on behalf of


	 	/s/  Carol Limmer

	 	18/6/04

	COMMONWEALTH BANK OF AUSTRALIA

	 	 	 	Date






L4+(SE)–Internal Contract 11-03

3









 






All Blanks to be completed




EMPLOYMENT AGREEMENT




BETWEEN




COMMONWEALTH BANK OF AUSTRALIA (the Bank)

(ABN 48 123 123 124)




AND




Grahame Petersen(Employee)





	1.	 	Where the Employee is employed by the Bank immediately preceding date of
this Agreement, the Employee and the Bank agree to vary terms and conditions of employment to those set out
herein.
	 
	2.	 	Where the Employee is not employed by the Bank immediately preceding date
of this Agreement, the Bank
agrees to employ the Employee and the Employee agrees to serve the Bank on
the terms and conditions of
employment set out herein.
	 
	3.	 	This Agreement comes into effect on and from 17
June 2004.
	 
	4.	 	The Employee shall be employed as an executive of the Bank and shall
serve at any location where the Bank or
one of its related bodies operates.




	5.	(i)	 	The Employee shall observe and be subject to the provisions of
the Bank’s instructions except as varied
herein.
	 
	 	(ii)	 	The Bank owns all right, title and interest, including
without limitation, all industrial and intellectual property
rights, in all the Employee’s work product and any discovery or
invention or process or improvement in procedure relating to that
work product made or discovered by the Employee during the term
of this Agreement whether solely or jointly with others.
	 
	 	(iii)	 	The Employee will, if required by the Bank, execute such
documents and do such acts and things as the Bank may require to
effect the assignment to the Bank of the industrial and
intellectual property rights in the Employee’s work product.
	 
	 	(iv)	 	Where the Employee’s work product includes intellectual
property rights of the Employee existing prior to the Employee’s
employment by the Bank, the Employee shall notify the Bank of
those rights and grant the Bank a licence to use that work
product as the Bank sees fit, including reproducing and making
adaptations of or alterations to any part of that work product,
and without acknowledging the authorship or part authorship of
the work product.
	 
	 	(v)	 	The Employee must return to the Bank at the time the
Employee ceases to work for the Bank all originals and copies in
any form (including computer data) of all books, records and
documents relating to the Employee’s duties, functions and
responsibilities as an employee of the Bank.






	6.	 	This Agreement may be terminated -






	 	 ̈	 	by agreement in writing between the parties at any time; or
	 
	 	 ̈	 	except in circumstances of misconduct, by four weeks’ written notice by either party to the other party.
Bank may make a payment of an amount equivalent to four weeks’ pay in
lieu of notice.






	 	 	In either circumstance, reason for termination shall not be required.




L4+(SE)–Internal Contract 11-03









 






	7.	 	Where termination of employment is initiated by the Bank other than for
misconduct or unsatisfactory
performance, the Bank will, in addition to payments made under Clause 15,
pay to the Employee compensation
of an amount equivalent to 0.50 times Base Remuneration as set out in the
Annexure.
	 
	 	 	The Bank will not be under any obligation to pay any further compensation
on termination other than as set out in this Clause or in Clause 8.
	 
	8.	 	This Clause applies only where the Employee was already employed by the
Bank immediately preceding the date
of this Agreement. In the case where the position occupied by the Employee becomes redundant and the Bank is
unable to place the Employee in an alternative position with the Bank or one of its related bodies, in keeping with
the Employee’s skills and experience, the compensation payment for the Employee will be calculated on the
basis of the greater of -






	 	 ̈	 	the amount of $221,104 (in addition to payments made under Clause 15); or
	 
	 	 ̈	 	an amount equivalent to 0.50 times Base Remuneration as set out in the Annexure.






	 	 	Clause 7 does not apply in any case where a payment is made under this
Clause.
	 
	9.	 	Cash remuneration and other benefits, constituting the Base Remuneration
package to which the Employee is
entitled under this Agreement, are scheduled in the Annexure. All figures
are expressed on an annual equivalent
basis.
	 
	10.	 	The Cash component of the Employee’s Base Remuneration package shall be
paid on a fortnightly basis, each
fortnight representing 14/365 of the value shown in the Annexure.
	 
	11.	 	The Base Remuneration package to which the employee is entitled under
this Agreement shall be reviewed
annually by the Bank, having regard to the Employee’s work performance
and market rates of remuneration.
	 
	 	 	Any variation to the Base Remuneration package determined by the Bank as a
result of such a review and any variation or adjustment to components
constituting the Base Remuneration package from time to time will be
documented by the Bank in a replacement Annexure An Annexure may stipulate
whether or not the Employee is required to return a signed copy of the
Annexure before it takes effect.
	 
	12.	 	The Employee shall be entitled to retire from the Bank’s service at any
time after attaining age 55.
	 
	 	 	Retirement on the grounds of physical or mental incapacity may be
approved, or effected, by the Bank at any age where it is satisfied that
medical evidence warrants that action.
	 
	 	 	The Employee agrees to give the Bank 6 months notice of intention to
retire.
	 
	13.	 	The Employee must be a member of the Officers’ Superannuation Fund.
	 
	14.	 	The Employee’s remuneration shall be regarded as satisfying their
entitlements other than the following:






	 	 ̈	 	Annual leave – annual leave will accrue at the rate of 20 days per annum. From 31 March 2004 accrued
annual leave cannot be more than 30 days as at 31 March each year. A minimum 10 days annual leave
must be taken each year.
	 
	 	 ̈	 	Long service leave – accrual will be in accordance with the Bank’s normal accrual rate. Long service
leave on half pay is not available to executives.
	 
	 	 ̈	 	Personal illness or injury – paid leave on account of genuine and personal illness or injury is available
in accordance with the Bank’s staff policy.
	 
	 	 ̈	 	Parental Leave -
	 
	 	 	 	12 weeks paid maternity leave applies where a female executive
has at least 52 weeks continuous service.
	 
	 	 	 	With at least 52 weeks continuous service, 1 weeks paid paternity
leave for male executives applies.





L4+(SE)–Internal Contract
11-03


2









 





	 	 	 	For all executives, 6 weeks paid adoption leave applies to the
primary care-giver where they have at least 52 weeks continuous
service.
	 
	 	 	 	For all executives, up to 52 weeks unpaid parental leave applies to
the primary care-giver, in accordance with the Bank’s staff policy.
(Any paid parental leave, where applicable, is included in this
quantum.)
	 
	 	 	 	Where the Employee was already employed by the Bank immediately
preceding the date of this Agreement, existing parental leave
entitlements will be retained.






	 	 	Authorised expenses will be reimbursed in accordance with the Bank’s
policy.
	 
	15.	 	Upon termination of this Agreement, the calculation of payments in lieu
of accrued but unused annual and long
service leave entitlements shall be based on the Base Remuneration amount
as shown in the Annexure.
	 
	16.	 	The term “Annexure” means the annexure attached to this Agreement or if a
replacement annexure has been
issued by the Bank pursuant to clause 11 of this Agreement, the most
recent replacement annexure that has
come into effect.
	 
	17.	 	Any variation to this Agreement agreed between the parties shall be in
writing.
	 
	18.	 	Any communication between the Bank and the Employee may be sent to
either party by written notice or by
secure email.





	 	 	 	 	 	 	 	 	 
	SIGNED by the said

	 	 	/s/ Grahame Peterson

	 	 	 	22/6/04
	 
	

	 	 	 	 	 	 	Date	 
	 
	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	/s/ Carol Limmer

	 	 	 	18/6/04 
	 
	COMMONWEALTH BANK OF AUSTRALIA

	 	 	 	 	 	 	Date	 






L4+(SE)–Internal Contract
11-03


3









 






STRICTLY CONFIDENTIAL




24 August 2004




Mr Grahame Petersen

Group Executive

Group Strategic Development




Dear Grahame,




Remuneration




Further to my letter of 17 June 2004 confirming your appointment to the role of
Group Executive, Group Strategic Development, I have reviewed your remuneration
arrangements in conjunction with the remuneration outcomes for other Group
Executives.




As a consequence, I have increased your Short Term Incentive (STI) Potential to
100% of your Fixed Remuneration, which is more in line with the mix of
remuneration at your level.




Details of your remuneration from 1 July 2004 have changed to -




	 	 	 	 	 
	Base Remuneration (TC-I-S)
	 	$	475,000	 
	Superannuation
	 	$	34,200	 
	Fixed Remuneration
	 	$	509,200	 
	STI Potential
	 	$	509,200	 
	LTI Potential
	 	$	625,000	 
	Potential TER
	 	$	1,643,400	 







Yours sincerely