EXHIBIT 4.3



 






Exhibit 4.3




Commonwealth Bank

Commonwealth Bank of Australia

ABN 48 123 123 124



					
	 	 	 	 	 
	GPO Box 2719

Sydney

New South Wales 2001
	 	Telephone: (02) 9378 2000

Facsimile: (02) 9378 3317
	 	D V Murray

Chief Executive Officer







28 April 2003




Strictly Confidential




Mr. John O’Sullivan

Freehills

Level 32 MLC Centre

19-29 Martin Place

Sydney NSW 2000



Dear John




I am pleased to make to you an offer of employment in the Commonwealth
Bank, as set out below.




1. Position




Your initial role will be Group Deputy General Counsel. The Group General
Counsel has informed me that he will be retiring later in 2003. Upon his
retirement you will be appointed to the role of Group General Counsel. In
this role you will be responsible for advising the Chief Executive Officer and
the Board. Decisions relating to the work of the role and the incumbent will
be made by the Chief Executive Officer and the Board. Should the role no
longer report directly to the CEO and you elect to terminate the contract,
then Clause 6 of the contract would apply.




2. Reporting




The role of Group Deputy General Counsel reports to the Group General
Counsel. When you assume the role of Group General Counsel you will
report to me and will be a member of the Executive Committee.




3. Contract




Your employment would be under the CBA Group’s senior executive
employment conditions set out in the enclosed Form of Contract and
Remuneration Schedule.




 









 








4. Remuneration




A remuneration package, expressed on a total cost minus both incentives and
superannuation basis (TC-I-S), of $700,000 pa, reviewed annually, with the first
review as at 1 July 2004.




Superannuation contributions will be made by the Bank at 9% of your
“Superannuation Salary” initially $560,000 (80% of base TC-I-S), paid into the
Officer’s Superannuation Fund (OSF), membership of which is compulsory. A
member booklet is available on request.




The remuneration package includes an annual performance payment potential of up
to $500,000 determined according to performance benchmarks agreed between us
and reviewed with the remuneration package each year.




5. Equity Reward Plan





You will be invited to the Equity Reward Plan by way of an allocation of CBA
shares. The value of shares will aggregate approximately $1,000,000. The number
of shares will be determined by the market values around the time of issue.
Information about the Equity Reward Plan is enclosed. The initial allocation of
shares would be part of the 2003 grant.




6. Other Payments




The Bank would be prepared to guarantee a minimum bonus payment of $300,000 in
each of the first two full years of employment subject to your employment not
having been terminated on ground of negligence or misconduct. Additionally, the
Bank will make you a payment of $400,000 on acceptance of this offer, subject
to completion of conditions in paragraph 7 below, payable before 1 July 2003.




7. Other Conditions




This offer is subject to:





	•	 	acceptance of the remuneration arrangement and the Bank’s remuneration
policies;






	•	 	completion of the enclosed Pre-employment Declaration and Medical
Declaration;






	•	 	agreement to observe the Bank’s Statement of Professional Practice and
Clean Air Policy (no smoking on Bank premises); and






	•	 	commencement of duty not later than 30 June 2003.




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8. Acceptance




This offer must be accepted within two months of receipt of this letter.



Yours sincerely







I accept the Bank’s offer of employment on the terms outlined and will commence
duty not later than 30 June 2003.



	 
	


	John O’ Sullivan

	28/4/03









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All Blanks to be Completed




EMPLOYMENT AGREEMENT




BETWEEN




COMMONWEALTH BANK OF AUSTRALIA (the Bank)

(ABN 48 123 123 124)




AND




John O’Sullivan (Employee)





	1.	 	The the Bank agrees to employ the Employee and the Employee agrees to serve
the the Bank on the terms
and conditions of employment set out herein.
	 
	2.	 	This Agreement comes into effect on and from 30
June 2003.
	 
	3.	 	The Employee shall be employed as an executive of the the Bank and shall
serve at any location where the the Bank or one of its related bodies
operates.






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






	 	(ii)	 	The 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 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 the Bank, the Employee shall notify
the the Bank of
those rights and grant the the Bank a licence to use that work product as the
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 the Bank at the time the Employee
ceases to work for the 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 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, the 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 the Bank other than for
misconduct or unsatisfactory performance, the the Bank will, in addition to payments made under Clause 13,
pay to the Employee compensation of an amount equivalent to 1.0 times
Gross Remuneration as set out
in the attached Annexure.
	 
	 	 	The the Bank will not be under any obligation to pay any further compensation
on termination other than as set out in this Clause.




 









 











All Blanks to be Completed




EMPLOYMENT AGREEMENT




BETWEEN




COMMONWEALTH BANK OF AUSTRALIA (the Bank)

(ABN 48 123 123 124)




AND




John O’Sullivan (Employee)





	1.	 	The the Bank agrees to employ the Employee and the Employee agrees to serve
the the Bank on the terms
and conditions of employment set out herein.
	 
	2.	 	This Agreement comes into effect on and from 30
June 2003.
	 
	3.	 	The Employee shall be employed as an executive of the the Bank and shall
serve at any location where the the Bank or one of its related bodies
operates.






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






	 	(ii)	 	The 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 the Bank, execute such documents
and do such acts and
things as the the Bank may require to effect the assignment to the
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 the Bank, the Employee shall notify
the the Bank of
those rights and grant the the Bank a licence to use that work product as the
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 the Bank at the time the Employee
ceases to work for the 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 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, the 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 the Bank other than for
misconduct or unsatisfactory
performance, the the Bank will, in addition to payments made under Clause 13,
pay to the Employee
compensation of an amount equivalent to 1.0 times Gross
Remuneration as set out
in the attached Annexure.






	 	 	The 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 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 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 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 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 executive. A minimum 10
days annual leave must be
taken each year.
	 
	 	•	 	Long service leave – accrual will be in accordance with the the Bank’s
normal actual 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 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 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 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/ John O Sullivan
	 	28/4/03

	JOHN O SULLIVAN

	 	 	 	Date
	 
	 	 	 	 
	SIGNED for and on behalf of

	 	/s/ Carol Limmer
	 	28/4/03

	COMMONWEALTH BANK OF AUSTRALIA

	 	 	 	Date







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	EMPLOYEE REMUNERATION SCHEDULE

	 	Page No.: 1
	 	 
	

	 	Run Date:	 	 
	

	 	Run Time:	 	 







	 	 	 
	EmplID:
	 	 
	Name:    O’Sullivan, John
	 	 
	 
	 	 
	Department/Branch: 000123


	 	LEGAL DEPARTMENT NSW
	 
	 	 
	Status: Proposed

	 	Confirmed: No
	Effective Date:

	 	Model-No: 0







	 	 	 	 	 
	GROSS REMUNERATION (Total Package Value):

	 	 	         $700,000.00	 
	 
	 	 	 	 
	 
	 	 	 	 
	Pkg Cash Salary

	 	 	$700,000.00	 
	 
	 	 	 	 
	 
	 	 	 	 
	SUPERANNUATION
	 	 	 	 
	Pkg OSF Division F
	 	 	 	 
	Cost of Employer provided Superannuation
	 	 	 	 
	(Notional for Defined Benefits Superannuation)

	 	 	         $50,400.00	 







	 	 	 	 	 
	Salary for Superannuation purpose:

	 	$	560,000.00	 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pay Frequency	 	Cash Salary (Gross)	 	Tax	 	Cash Salary (Net
	 	 	 	 	 	 	 	 	 	 	Before Deductions)
	Yearly
	 	$	700,000.00	 	 	$	326,880.00	 	 	$	373,120.00	 
	Fortnightly
	 	$	26,849.31	 	 	$	12,537.86	 	 	$	14,311.45	 







	 	 	 
	/s/ John O’Sullivan


	 	/s/ Carol Limmer

	
Employee Signature

	 	Bank Representative Signature