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Exhibit 4.5 16 October 2002 Mr Hugh Harley 
Executive General Manager
Sales & Service
Retail Banking Services 
1st Floor, 175 Pitt Street
SYDNEY NSW Dear Hugh I am delighted to confirm your appointment to the Level 6 role of Group
Executive, Retail Banking Services. In this role you will report direct 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 your remuneration
package. Your new remuneration arrangements will be: Base (TC-I-S)
    
    $
    540,000Superannuation
    
    $
    38,880(Superannuation Salary $432,000)Total Fixed Remuneration
    
    $
    578,880STI Potential
    
    $
    430,000LTI
Potential (approx)
    
    $
    693,000Total Potential Remuneration
    
    $
    1,701,880
 Your grant under the Equity Reward Plan (ERP) for 2002 will be 22,000
shares. The performance benchmarks against which the short-term incentive will be
measured will be on the same basis already established for RBS this financial
year .Your delegated authorities in your new role are those already in place
for the Group Executive, Retail Banking Services.




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Hugh, congratulations on this
significant career move. I look
forward to
working closely with you in the development of both the RBS
and Bank-wide
business for our customers and our people. Yours sincerely 2




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All Blanks to be Completed EMPLOYMENT AGREEMENT BETWEEN COMMONWEALTH BANK OF AUSTRALIA (the Bank) AND Hugh Douglas Harley (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 Bar
agrees to employ the Employee and the Employee agrees to serve the Bank on the terms and conditions employment set out herein.3.
    
    This Agreement comes into effect on and from 1 July 1999 (insert operative date).4.
    
    The Employee shall be employed as an executive of the Bank and shall
serve at any location where the Bar
or one of its related bodies operates.5.
    
    (i)  The Employee shall observe and be subject to the provisions of
the Banks instructions (and [ILLEGIBLE]
instructions of its subsidiaries, as appropriate) 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.  In either circumstance, reason for termination shall not be required.  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 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 or in Clause 8.




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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 $59,217 (in addition to payments made under Clause 15); or ̈
    
    the amount calculated in terms of Clause 7.  9.
    
    Cashremuneration 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. Method of valuation and specific conditions are also
shown.10.
    
    The Cashcomponent of the Employees Gross Remunerationpackage shall be
paid on a fortnightly basis,
each fortnight representing 14/365 of the value shown in the Annexure.11.
    
    The Gross Remunerationpackage 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 Remunerationpackage 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
Remunerationpackage will continue to apply.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:   ̈
    
    20 days annual leave - in accordance with the Banks staff policy.
Annual leave cannot be accrued
beyond 40 days without Bank agreement. ̈
    
    Long service leave - in accordance with the Banks staff
policy. ̈
    
    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.)Existing staff as at 31 January 1996 will retain parental leave
entitlements existing as at that date.  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 Cashcomponent of
remuneration as shown in the
attached Annexure.16.
    
    Any variation to this Agreement agreed between the parties shall be in
writing. 2




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17.
    
    The parties shall attempt to settle by the process of mediation any
dispute arising out of this Agreement not resolved within fourteen days
(or within such further period as the parties may agree is appropriate).The time limit for resolution within the mediation process is 4 weeks. If
the parties to the dispute cannot agree within that time limit then they
may take whatever action they see fit in the circumstances.The Bank will bear the costs of the mediation process. SIGNED by the said
    
    /s/ Hugh Harley
    
    10/9/99
DateSIGNED for and on behalf of
    
    /s/ Dennis Crowcroft
    
    13/9/99
DateCOMMONWEALTH BANK OF AUSTRALIA
 3




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Contract Variation It is agreed that the following variations will apply to my employment
Agreement and terms and conditions of service. Annual Leave  (i)
    
    Annual leave will accrue at the rate of 20 working days
[ILLEGIBLE] subject to:-  
    
    from 1/1/03, accrued leave not being more than 40
days at any point including leave accrued on the anniversary of
employment;
    
    from 1/1/04, accrued leave not being more than 30 days
at any point including leave accrued on the anniversary of
employment.  (ii)
    
    A minimum of 10 days annual leave must be taken annually.(iii)
    
    Annual leave in excess of 40 days at 1/1/03 will be forfeited and
the excess will be paid by way of a credit to superannuation.(iv)
    
    Annual leave in excess of 30 days at 1/1/04 will be
forfeited and the excess will be paid by way of a credit
to superannuation. Long Service Leave Long service leave on half pay basis will not be available. Mediation The clause covering mediation is deleted. Payment for Accrued Leave Payments for accrued annual leave and long service leave at
termination of employment will be based on the Gross
Remuneration (TC-I-S) amount as shown in the Agreement
annexure. Signed by the said
    
    /s/ Hugh Harley2/10/01 (date)Signed for and on behalf ofCOMMONWEALTH BANK OF AUSTRALIA
    
    /s/ Carol Limmer2/10/01 (date)




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EMPLOYEE REMUNERATION SCHEDULE
    
    Page No.: 1Run Date: 16/10/2002Run Time: 15:18:18
 EmplID: 00131811
Name: Harley, Hugh Department/Branch: 009370
    
    GM RETAIL S&S SYSTEMSStatus: Proposed
    
    Confirmed: NoEffective Date: 15/10/2002
    
    Model No: 0
 GROSS REMUNERATION (Total Package Value) :
    
    $
    540,000.00
 Pkg Health Society Subsidy
    
    $
    688.00Pkg Health Society Subsidy FBT
    
    $
    647.96Pkg Cash Salary
    
    $
    538,664.04
 SUPERANNUATION
Pkg OSF Division F
Cost of Employer provided Superannuation (Notional for Defined Benefits Superannuation)
    
    $
    38,880.00
 Salary for Superannuation Purposes:
    
    $
    432,000.00
 Cash SalaryPay Frequency
    
    Cash Salary (Gross)
    
    Tax
    
    (Net Before Deductions)Yearly
    
    $
    538,664.04
    
    
    $
    248,819.15
    
    
    $
    289,844.89Fortnightly
    
    $
    20,661.09
    
    
    $
    9,543.75
    
    
    $
    11,117.34
 /s/
Hugh Harley
    
    /s/ Carol LimmerEmployee Signature
17/10/02
Date
    
    Bank Representative
Signature
17/10/02
Date




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EMPLOYEE REMUNERATION SCHEDULE
    
    Page No.: 1Run Date: 09/09/2003Run Time: 13:00:20Empl ID: 00131811Name: Harley, HughDepartment/Branch: 012091
    
    HEAD OF RBSStatus: Proposed
    
    Confirmed: YesEffective Date: 01/07/2003
    
    Model No: 0
 GROSS REMUNERATION(Total Package Value):
    
    
    
    
    
    $
    700,000.00Pkg Health Society Subsidy
    
    $
    638.00Pkg Health society Subsidy PBT
    
    $
    647.96Pkg Cash Salary
    
    $
    698,684.04SUPERANNUATIONPkg OSF Division FCost of Employer provided Superannuation(Notional for Defined Benefits Superannuation)
    
    
    
    
    
    $
    50,400.00Salary for Superannuation Purposes:
    
    $
    560,000.00
 Cash Salary
    
    
    
    
    
    Cash SalaryPay Frequency
    
    (Gross)
    
    Tax
    
    (Net Before Deductions)Yearly
    
    $
    595,664.04
    
    
    $
    325,847.74
    
    
    $
    372,816.30Fortnightly
    
    $
    26,798.07
    
    
    $
    12,498.27
    
    
    $
    14,299.80
 /s/
Hugh Harley
    
    /s/ Carol LimmerEmployee Signature
    
    Bank Representative Signature10/9/03
    
    11/9/03Date
    
    Date