Letter of Offer & Contract of Employment/Bruce R Brook


  Exhibit 4.F
  PRIVATE & CONFIDENTIAL
  18 January 2002
  Mr Bruce Brook
 C/- Egon Zehnder International Inc
 Level 27, 333 Collins Street
 MELBOURNE   Vic   3000
 
Dear Bruce
  LETTER OF OFFER
  Further our recent discussions, we are pleased to offer you the
following position with WMC Ltd.
  Confirmation of your details are:

	  Position:
 	  
 	  Executive General Manager – Finance
 
	  
 	  
 	  
 
	  Job Band:
 	  
 	  Executive
 
	  
 	  
 	  
 
	  Commencement Date:
 	  
 	  tba
 
	  
 	  
 	  
 
	 Reporting to:
 	  
 	  Chief Executive Officer
 
	  
 	  
 	  
 
	  Location:
 	  
 	  Melbourne
 
	  
 	  
 	  
 
	  Your Package is comprised of:
 	  
 
	  
 	  
 	  
 
	  
 	  
 	  •
 	  Fixed Annual Reward (FAR) $600,000 p.a.
 
	  
 	  
 	  
 
	  
 	  
 	  •
 	  Short Term Incentive (STI) - up to 70% of FAR p.a.
 
	  
 	  
 	  
 
	  
 	  
 	 •
 	  Starting bonus $300,000 (paid on commencement)
 

  The Short Term Incentive Scheme is paid in cash and
equity, with a vesting requirement applying to the equity entitlement (see details attached).
  Salary Packaging Arrangements
  Your Fixed
Annual Reward includes both your Superannuation benefit and a value for the provision of a motor vehicle. You will be required to salary sacrifice the minimum statutory superannuation contribution, and you may elect to salary sacrifice to obtain a
motor vehicle via Esanda Fleet Partners.  
  Your superannuation salary sacrifice options are:

	  1.
 	  The minimum required under the Superannuation Guarantee (SG), equivalent to the prevailing SG rate multiplied by the maximum contribution base (MCB). The SG rate is currently 8%
and will increase to 9% from 1 July 2002. The MCB is curently $103,507 and is adjusted by the average weekly ordinary times earning (AWOTE) index each year.
 








	  2.
 	  The prevailing SG rate multiplied by your cash base. Age based contribution limits apply and are currently for employees aged 35 to 49 $33,087 and for employees 50 years and
over $82,054. These limits are adjustedby the AWOTE index each July.
 

  Should you wish to consider obtaining a motor vehicle via esanda Fleet Partners, please contact Greg
Travers on 9685 6334.
 Tenure
The nature of your employment with WMC is on a full time basis.
  Executive Option Plan
An
Executive Option Plan is offerred annually at the discretion of the WMC Board. The Executive allotment for 2001 has been affected by external impacts on the Company and no options have been allocated to this group as part of the 2001 plan.  It
is our intention to ensure that executives are not disadvantaged by our decision and we are reviewing alternatives to compensate.  It was our intention to provide you with 150,000 options in WMC Ltd on commencement.  Given our proposal to
demerge WMC Ltd into two new entities, we will determine how to reflect this intention for you at that time and arrangements consistent with those applied to your peer group will be also considered in your case.
  Should you require clarification on any aspect of the offer please contact Greg. Full details of WMC HR Policy and Procedures can be accessed through the WMC intranet site or your Corporate HR Department.
  To accept the offer, please sign one copy of this letter and the Contract of Employment and forward these to the following address (envelope enclosed) within the next week or so. 
                      Greg Travers

                    EGM Group Services

                    WMC Resources Ltd

                    PO Box 860K

                    Melbourne

                    Vic 3001
  Yours sincerely
  Hugh Morgan
 Chief Executive Officer

	 I confirm my acceptance of this offer and the terms and conditions in the Contract of Employment.
 
	  
 	  
 
	  _______________________________
 	  Date:     /     /
 
	  Bruce Brook
 	  
 







   CONTRACT OF EMPLOYMENT
  Between
 

  WMC Resources LTD
 (A.C.N. 004 184 598)
  and
  Bruce Brook
  Should you require clarification on any aspect of this
contract
 please contact Greg Travers.






  
   
  WMC Resources Ltd and Name

	  1.
 	  SALARY ADMINISTRATION
 
	  
 	  
 
	  
 	  Salaries will be reviewed on an individual basis following completion of the Company’s Performance Review in December of each year.  An increase is not
guaranteed and is subject to the individuals assessed performance and the Company’s economic performance.
 
	  
 	  
 
	  
 	 The salary is paid by the Company to fully compensate you in respect of all entitlements including payment for all hours worked.
 
	  
 	  
 
	  
 	  The salary will be paid monthly, half monthly in arrears and half monthly in advance, by direct transfer into your nominated account with a bank or other approved,
recognised financial institution.
 
	  
 	  
 
	  
 	  On engagement, and following reviews, the Company will advise you in writing of your entitlements.
 
	  
 	  
 
	  2.
 	  HOURS OF WORK  AND  DUTIES
 
	  
 	  
 
	  
 	  Normal Hours of work will be in accordance with the requirements of your business unit and work area, as advised to you by your supervisor or other authorised
Company officer.
 
	  
 	  
 
	  
 	  In order to perform the duties expected of you, you may from time to time be required to work additional hours and consideration for such events has been included in
the salary.
 
	  
 	  
 
	  
 	 Changes to your hours of work or roster may occur, and may result in a review of your salary.
 
	  
 	  
 
	  
 	  You are required to undertake duties as required by the Company, and to work in other positions or areas, having regard to safety, your skills, competencies and
training.
 
	  
 	  
 
	  3.
 	  DISCLOSURE OF INFORMATION ON ENGAGEMENT
 
	  
 	  
 
	  
 	  All information provided by you to the Company prior to appointment must be accurate and complete.  Failure to comply with this obligation may result in
disciplinary action, including termination of employment, being taken.
 
	  
 	  
 
	  4.
 	  TERMINATION OF EMPLOYMENT
 
	  
 	  
 
	  4.1
 	  Termination of employment - Initial Term
 
	  
 	  
 
	  
 	 The provisions of this clause 4.1 shall apply to your employment with the Company from 18 March  2002 to 18 March  2005, and any such further period as is
agreed to in writing by both you and the Company (“the Initial Term”).
 
	  
 	  
 
	  
 	  Subject to the terms of this contract, and notwithstanding the provisions of clause 17 of this contract, during the Initial Term the Company may terminate your
employment with it by giving you:
 
	  
 	  
 
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 	  (a)
 	  twelve (12) months written notice of termination or payment in lieu in notice of termination; or
 
	  
 	  
 	  
 
	  
 	 (b)
 	  written notice of termination or payment in lieu of notice of termination, of a period equivalent to the remaining period of the Initial Term, as at the date notice
of termination or payment in lieu of notice (as applicable) is given,
 
	  
 	  
 	  
 
	  
 	  whichever is the greater.
 
	  
 	  
 
	  
 	  Subject to the terms of this contract, during the Initial Term you may terminate your employment by giving six (6) months written notice of termination to the
Company or written notice of termination of a period equivalent to the remaining period of the Initial Term (as at the date the notice of termination is given) whichever is the lesser.
 
	  
 	  
 
	  
 	  If you give notice of termination to the Company during the Initial Term and you terminate your employment before the end of that notice period, you must immediately
pay to the Company an amount equivalent to the salary you would have received during the unworked part of the notice period.
 
	  
 	  
 
	  
 	  This contract may be terminated immediately by the Company for any conduct on your part which justifies summary dismissal.  In such circumstances, payment shall
be up to the time of dismissal only.
 
	  
 	  
 
	  
 	 Monies owed by you to the Company, or paid in advance by the Company to you, may be recovered from any accrued entitlements owing to you.  The Company is
authorised to make any deductions for the purposes of this clause following presentation of a statement of all amounts owed by you to the Company.
 
	  
 	  
 
	  4.2
 	  Termination of employment - Following Expiry of the Initial Term
 
	  
 	  
 
	  
 	  Following expiry of the Initial Term, this contract may be terminated by either party by the giving of one (1) months notice in writing, or by payment by the Company
to you or forfeiture by you of one months salary in lieu of such notice, as the case may be.
 
	  
 	  
 
	  
 	  This Contract may be terminated immediately by the Company for any conduct on your part which would justify summary dismissal.  In such circumstances payment
shall be up to the time of dismissal only.
 
	  
 	  
 
	  
 	  Monies owed by you to the Company, or paid in advance by the Company to you, may be recovered from any accrued entitlements owing to you. The Company is authorised
to make any deductions for the purposes of this clause following presentation of a statement of all amounts owed by you to the Company.
 
	  
 	  
 
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	  5.
 	  LEAVE
 
	  
 	  
 
	  
 	  Upon completion of each 12 months service you shall be entitled to the annual leave in accordance with your leave advice.  Annual Leave will be accumulated on a
pro-rata basis.
 
	  
 	  
 
	  
 	  Your accumulation of annual leave may not exceed six (6) weeks without the express written approval of the Department Head.
 
	  
 	  
 
	  
 	  Annual leave will be taken at a time subject to the convenience of the Company. Payment shall be at the salary applicable immediately prior to the taking of
leave.
 
	  
 	  
 
	  
 	 Payment in lieu of leave on termination will be in accordance with the Group HR Policy and Procedures Manual.
 
	  
 	  
 
	  6.
 	  SAFETY
 
	  
 	  
 
	  
 	  You will comply with relevant Acts, Regulations and other Codes of Practice and Company Safety Policy (as amended from time to time) including, without limitation,
requirements to wear safety equipment whilst in areas requiring such equipment.
 
	  
 	  
 
	  7.
 	  MEDICAL SCREENING
 
	  
 	  
 
	  
 	  The Company may require you to undertake such medical tests as the Company deems appropriate including, without limitation, random drug and alcohol testing as part
of the Company’s safety policy and you hereby agree to undertake such test or tests as directed by the Company.
 
	  
 	  
 
	 8.
 	  SECURITY REQUIREMENTS
 
	  
 	  
 
	  
 	  The Company may, through its officers, employees or delegates, inspect, your personal property on Company premises, work area or (in the case of site based company
facilities) accommodation rooms at any time for security reasons and you hereby consent to such inspection.  You shall not, without prior consent from the Company’s manager, or other delegated officer, remove any records, documents,
vehicles, tools, plant equipment or other property from the workplace.
 
	  
 	  
 
	  9.
 	  BUSINESS CONDUCT
 
	  
 	  
 
	  
 	  You will ensure that your standard of conduct is at all times in accordance with the highest ethical standards with respect to all business dealings involving the
Company and undertake to comply with all requirements of the Company’s Code of Conduct (copy attached).  You will be required to acknowledge that you have read our Code of Conduct and confirm that you agree to act in accordance with the
Code.  The WMC Board and all employees reaffirm their commitment to the Code annually.
 
	  
 	  
 
	  10.
 	  CONTINUITY OF SUPPLY
 
	  
 	  
 
	  
 	 You are required at all times to provide your services to the Company in a manner commensurate with your position, with due regard for health and safety, and as
directed by any authorized officer, without restrictions, limitations, or stoppages. Any such actions will be grounds for disciplinary action, and may result in the termination of your employment.
 
	  
 	  
 
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	  11.
 	  COMPUTER USE
 
	  
 	  
 
	  
 	  You agree to comply with the Company’s policies regarding Computer Use.  These policies are available on WMC’s Intranet. You recognise that the
Company uses certain computer software under licence which may not be reproduced or copied by you in any way, unless specifically approved.
 
	  
 	  
 
	 12.
 	  CONFIDENTIALITY - COMPANY PROPERTY
 
	  
 	  
 
	  
 	  Except with the prior written approval of the Company or in the proper discharge of your duties, you shall not disclose to any third party during the currency of
this contract or thereafter any information relating to the Company’s affairs which may come to your knowledge.  In the course of your employment and during the term of this contract and as far as is reasonable thereafter you shall use
your best endeavours to prevent the disclosure of any such confidential information to or by a third party.
 
	  
 	  
 
	  
 	  All property of the Company including, without limitation, reports, documents, files, books, manuals, records, information, statements, papers, writing and similar
items (whether in hard copy, electronic, magnetic or other form) relating to the Company’s affairs and all other materials, property or equipment shall be and remain the property of the Company and shall be handed over to the Company by you
from time to time on demand and in any event on your leaving the service of the Company.
 
	  
 	  
 
	  
 	  You agree to treat the terms of this contract, in particular Clause 4 - Termination of Employment and other communications with Company officers in or in connection
with the formation of this contract (“the contract information”) as confidential.  You further agree that you will not disclose the contract information either directly or indirectly to any other employee of the Company.


	  
 	  
 
	  
 	 In the event that you breach this confidentiality obligation in respect of the contract information, you agree and accept that the Company is entitled, at its
discretion, to substitute in lieu of the notice of termination obligations set out in Clause 4, a provision entitling the Company to terminate your contract of employment on the giving of one month’s notice or by payment in lieu.


	  
 	  
 
	  13.
 	  INTELLECTUAL PROPERTY
 
	  
 	  
 
	  
 	  You must immediately, freely and fully disclose to the Company any work related invention, improvement or discovery you make as an employee.  All such
inventions, improvements or discoveries you make are the absolute property of WMC.
 
	  
 	  
 
	  
 	  You must not at any time during or after the cessation of your employment with WMC apply for or claim any entitlement to any letters patent, design, copyright
(registrable or otherwise) or other form of protection whether in Australia or elsewhere, in relation to such intellectual property.
 
	  
 	  
 
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 	  You are required to assign to WMC any right you may have to a grant of letters patent, design, copyright (registrable or otherwise) or other form of protection
regardless of whether it is held in Australia or elsewhere.
 
	  
 	  
 
	  
 	  The Company policy in relation to intellectual property is contained in the Business Ethics section of the WMC Group Human Resources Policy & Procedures
Manual.
 
	  
 	  
 
	  14.
 	  INDIGENOUS PEOPLE
 
	  
 	  
 
	  
 	  You are required to respect the responsibilities, laws, tradition and culture of all people regardless of race and whether or not they are enacted in
legislation.  The laws with respect to indigenous people will be the minimum standard to which adherence is required.
 
	  
 	  
 
	  15.
 	  ENVIRONMENTAL RESPONSIBILITIES
 
	  
 	  
 
	  
 	 You are required to carry out your role in an environmentally responsible manner and comply with relevant Acts, Regulations and other Codes of Practice and the
Company Environmental Policy.
 
	  
 	  
 
	  16.
 	  QUALIFICATIONS AND LICENCES
 
	  
 	  
 
	  
 	  You must hold the appropriate class of licence for performance of your duties and for any vehicle or machinery that you are required to operate.
 
	  
 	  
 
	  
 	  The Company may require you to provide copies of qualifications, licences or certificates which are necessary for you to perform your duties.
 
	  
 	  
 
	  17.
 	  POLICIES AND PROCEDURES
 
	  
 	  
 
	  
 	  In addition to the provisions of this contract of employment, the terms and conditions of employment which apply to you are those contained in the WMC Resources
Ltd  Group Human Resources Personnel Policy and Procedures Manual.
 
	  
 	  
 
	  
 	 You are required to comply with all lawful directions of the Company in relation to workplace policies and procedures and with the Company’s rules, regulations,
policies, practices, and procedures, as amended from time to time. Company Policy and Procedures Manuals can be accessed on the WMC intranet site.
 
	  
 	  
 
	  
 	  It is your responsibility to familiarize yourself with the requirements of WMC’s policies and procedures.
 
	  
 	  
 
	  18.
 	  HEALTH AND FITNESS EXAMINATION
 
	  
 	  
 
	  
 	  The Company provides a health care program for senior managers, this is currently provided by MBF Health Management Services.  A representative from MBF will
contact you at the appropriate time to discuss the program and arrange for your next appointment.
 
	  
 	  
 
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  WMC Resources Ltd and Name
  IN WITNESS WHEREOF the parties have executed this
agreement.
  For WMC Resources Ltd

	  Signed:
 	  ____________________________________
 
	  
 	  
 
	  Name:
 	  Hugh Morgan
 
	  
 	  
 
	  Title:
 	  Chief Executive Officer
 
	  
 	  
 
	  Date:
 	  ____________________________________
 

  and

	  Signed:
 	  ____________________________________
 
	  
 	  
 
	 Name:
 	 Bruce Brook
 
	  
 	  
 
	 Date:
 	 ____________________________________
 

  

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 	 Contract of Employment