EXHIBIT 4.6



 





Exhibit 4.6


STRICTLY CONFIDENTIAL




4 November 2003




Mr M A Cameron

Group Executive

Financial & Risk Management




Dear Michael,




I refer to your recent discussions with David Murray in relation to your
remuneration and confirm that your new remuneration arrangements, effective 1
April 2003 will be -




	 	 	 	 	 
	Base (TC-I-S)
	 	$	600,000	 
	Superannuation
	 	$	43,200	 
	Total Fixed Remuneration
	 	$	643,200	 
	STI Potential
	 	$	420,000	 







You have also recently received an offer to receive 22,300 shares under the
Equity Reward Plan (ERP).




I will contact you separately regarding the implementation of this increase
along with an adjustment for the overpayment relating to the
inclusion of your
two motor vehicles in your package.




Please sign the attached copy of this letter as your acceptance of the new
arrangements.




Kind regards









I accept the appointment as outlined in this letter




/s/ Michael Cameron




Michael Cameron





 









 








STRICTLY CONFIDENTIAL




17 March 2003




Mr M A Cameron

Executive General Manager, Group Finance

Financial & Risk Management




Dear Michael,




I am delighted to confirm my offer to you of the Level 6 role of Group
Executive, Financial & Risk Management (FRM). In this role you will
report direct to me and will be a member of the Bank’s Executive
Committee. Your
appointment will be effective 1 April 2003.




Your current terms and
conditions will remain the same with the exception of
remuneration. Your new
remuneration arrangements
will be determined as
part of the normal annual review in August 2003 but will be
effective from
1 April 2003.




In determining your STI payment for the year ending 30 June 2003, the extra
workload you have
undertaken since
Stuart Grimshaw has
been acting in the
role of Group Executive, Investment & Insurance Services will be taken into
account.




Please sign the attached copy of this letter as your
acceptance of this appointment as outlined.




Michael, congratulations on this significant career move. As
discussed, I look
forward to working closely with you on the FRM and Group
challenges and opportunities ahead of us.




Yours sincerely




I accept the appointment as outlined in this letter




/s/ Michael A Cameron    18/3/03



Michael A Cameron




 









 








Commonwealth Bank

Commonwealth Bank of Australia

ABN 48 123 123 124




	 	 	 	 	 	 	 
	Level 3

	 	GOP Box 2719
	 	Telephone (02)9378 3371
	 	Stuart I Grimshaw
	48 Martin Place

	 	Sydney
	 	Facsimile (02)9378 7007
	 	Group Executive
	Sydney

	 	NSW 1155
	 	Email stuartgrimshaw@cbs.com.au
	 	Financial & Risk Management
	NSW 1155

	 	 	 	DX 1020 Sydney	 	 
	Australia
	 	 	 	 	 	 





Mr M A Cameron

                                        1 Rodney Place

WEST PENNANT HILLS NSW 2125


Dear Michael


I refer to our recent discussions and am delighted to offer you the position of
Executive General Manager, Group Finance, Finance & Risk Management.
This is a Level 5 role in the Bank’s structure reporting
directly to me.




Remuneration




Your appointment will be under the Bank’s executive employment conditions
and remuneration arrangements. You will be
paid a Base remuneration of
$450,000 per annum expressed on a Total Cost minus incentives minus
Superannuation (TC-I-S) basis. Your Base remuneration will be reviewed
annually with the first review being effective form 1 July 2003.




Your remuneration arrangements also provide for a short term performance
payment (bonus) potential of up to a maximum of
$360,000.




The first bonus will relate to the period from commencement of employment
to 30 June 2003. The performance benchmarks against which the annual
bonus will be measured will be on a basis to be agreed between us.




As part of the Bank’s
remuneration arrangements a partial vesting (deferral)
arrangement applies to
executive short term
incentive (bonus) payments.
Information about this is included in the enclosed booklet
“Notes on
Remuneration”. The booklet also outlines in more detail the
operation of the
Bank’s Total Cost remuneration arrangements.




A sample copy of the executive employment contract is included in the
booklet. At Clause 6, however, your own contract will specify
compensation
on termination of 0.50 times Gross (Base) Remuneration.




You will also be provided
with a parking space in the Sydney CBD at no
charge to your package.




You will be invited to
participate in the Bank’s Equity Reward Plan (ERP) by
way of an allocation of shares to the value of
approximately $300,000.
Vesting of legal title to the shares is conditional on the Bank achieving a
prescribed performance hurdle. More information about the ERP will be provided
on commencement of employment.





 










 





The
Bank will also make three payments to you totalling $550,000. The first
payment of $150,000 will be paid in cash on commencement of
employment. The
second and third payments will be $200,000 each and paid as at 1 July 2003 and
1 July 2004 respectively. These latter two payments will be paid as special
credits into your Bank superannuation account. They will be subject to you
being in employment with the Bank at the relevant dates.



The Bank’s offer of employment is subject to satisfactory completion of all
aspects of the recruitment process including:-




	•	 	Your acceptance of the Bank’s remuneration arrangements;






	•	 	Provision of birth certificate;






	•	 	Confirmation of qualifications; and






	•	 	Completion of reference checking.





You will also need to complete the enclosed pre-employment declaration.



The offer carries with it a number of conditions and benefits, with the more
important being:



Superannuation




Membership of the Bank’s Officers’ Superannuation Fund (OSF) is compulsory.
This is a defined contribution (accumulation) scheme, which ensures receipt of
superannuation benefits equal to at least the minimum required under the
Superannuation Guarantee legislation.



The Bank will contribute to your superannuation at 9% of your superannuation
‘salary’ which is initially costed at $32,400 pa, (Superannuation ‘salary’ will
be 80% of your Base TC-I-S ie $360,000). You may also contribute to the fund
from after tax income or through your remuneration package you may obtain
additional superannuation benefits by salary sacrifice. You are able to
nominate up to 36% of your remuneration to be paid into a superannuation
account in the OSF on a salary sacrifice (pretax tax) basis.



Motor Vehicle




The offer carries with it the opportunity to include up to two motor vehicles
in your package. This would be under the Bank’s novated leasing arrangements
and would be deducted from the $450,000 package on a fully costed basis
including fringe benefits tax.



General




All employees are required to observe the Bank’s Statement of Professional
Practice, a copy of which is included in the ‘Notes on Remuneration’.



2









 








We also have a Clean Air policy, which prohibits smoking at any time on
Bank premises or in any Bank vehicle.



In order to acknowledge acceptance of this offer, would you please sign and
return the attached copy of this letter.



Upon commencement of employment I will arrange completion of the
ancillary matters, including signing of the employment contract.



Should you need clarification of any aspect, please do not hesitate to contact
me.



Yours sincerely









Stuart Grimshaw




Acceptance




I accept the offer as outlined above and wish to confirm I will commence
employment on 18 Nov 2002.



Signed : /s/ Michael Cameron






Date: 11/10/02



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EMPLOYEE REMUNERATION SCHEDULE




Empl ID:

Name: Cameron, Michael


Department/Branch:  012042           Group Finance


Effective Date: 18/11/2002



	 	 	 	 	 	 	 	 	 
	GROSS REMUNERATION (Toal Package Value):
	 	 	 	 	 	$	450,000.00	 
	 
	 	 	 	 	 	 	 	 
	Pkg Cash Salary
	 	$	450,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SUPERANNUATION
	 	 	 	 	 	 	 	 
	Pkg OSF Division F
	 	 	 	 	 	 	 	 
	Cost of Employer provided Superannuation
	 	 	 	 	 	 	 	 
	(Notional for Defined Benefits Superannuation)
	 	 	 	 	 	$	32,400.00	 
	 
	 	 	
 	 	 	 	 	 
	Salary for Superannuation Purposes:
	 	$	360,000.00	 	 	 	 	 
	 
	 	 	
 	 	 	 	 	 







	 	 	 
	/s/ Michael Cameron

	 	/s/ Penny Kalatzis
	
 
	 	
 
	Employee Signature
	 	Bank Representative Signature
	 	 	 
	3/11/02

Date
	 	6/11/02

Date



















 








All Blanks to be Completed




EMPLOYMENT AGREEMENT




BETWEEN




COMMONWEALTH BANK OF AUSTRALIA (the Bank)

(ABN 48 123 123 124)




AND




Michael Andrew Cameron (Employee)





	1.	 	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.
	 
	2.	 	This Agreement comes into effect on and from 18
November 2002 (Insert
operative date).
	 
	3.	 	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.






	4.	(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.






	5.	 	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.
	 
	6.	 	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 13, pay to the Employee compensation of an
amount equivalent to 0.50 times Gross Remuneration as set out in the
attached Annexure.
	 
	 	 	The Bank will not be under any obligation to pay any further compensation
on termination other than as set out in this Clause.




 








 






	7.	 	Cash remuneration and other benefits, constituting the Gross
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.
	 
	8.	 	The Cash component of the Employee’s Gross Remuneration package shall be
paid on a fortnightly basis, each fortnight representing 14/365 of the
value shown in the Annexure.
	 
	9.	 	The Gross Remuneration package as set out in the Annexure shall be
reviewed annually by the Bank, having regard to the Employee’s work
performance and market rates of remuneration.
	 
	 	 	Any variation to the Gross Remuneration package agreed as a result of
such a review will be documented by completion of a fresh Annexure,
signed by both parties. In the absence of agreement, the then existing
Gross Remuneration package will continue to apply.
	 
	10.	 	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.
	 
	11.	 	The Employee must be a member of the Officers’ Superannuation Fund.
	 
	12.	 	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. Accrued annual leave cannot be more than 30 days at any point for executives. 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 -
	 
	 	 	 	6 weeks paid maternity leave/adoption 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.
	 
	 	 	 	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.)






	 	 	Authorised expenses will be reimbursed in accordance with the Bank’s
policy.






	13.	 	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 Gross Remuneration amount as shown in the attached Annexure.
	 
	14.	 	Any variation to this Agreement agreed between the parties shall be in
writing.





	 	 	 	 	 
	SIGNED by the said
	 	/s/ Michael Cameron
	 	3/11/02
	
	 	

	 	


	
	 	 	 	Date
	 	 	 	 	 
	SIGNED for and on behalf of
	 	/s/ Penny Kalatzis
	 	6/11/02
	COMMONWEALTH BANK OF AUSTRALIA
	

	 	


	
	 	 	 	Date







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