**Exhibit 10.39**

 

11May 2007

 

Mr John Braddon

Financial Controller

Centro Properties USA

Santa Monica Office

2716 Ocean Park Boulevard

Santa Monica CA 90405

USA

 

DearJohn,

 

Iam pleased to advise you that, on appointment to your new role as ExecutiveVice President, Chief Financial Officer, Centro Properties, USA, and yourrelocation to the New York office, your remuneration will be reviewed witheffect from 30 April, 2007.

 
| Based  on this review, your Australian remuneration details are as follows: |   |       |   |   |
|-----------------------------------------------------------------------------|--------|------------|--------|--------|
|                                                                        |   |       |   |   |
| Your  current base remuneration package is:                                 |   | A$170,000  |   |
|                                                                        |   |       |   |   |
| Your  increase is:                                                          |   | A$50,000   |   |
|                                                                        |   |       |   |   |
| Your  new base remuneration package is:                                     |   | A$220,000  |   |
|                                                                        |   |       |   |   |
| Your  US remuneration is as follows:                                        |   |       |   |   |
|                                                                        |   |       |   |   |
| Your  current base remuneration package is:                                 |   | US$132,000 |   |
|                                                                        |   |       |   |   |
| Your  increase is:                                                          |   | US$50,000  |   |
|                                                                        |   |       |   |   |
| Your  new base remuneration package is:                                     |   | US$182,000 |   |
|                                                                        |   |       |   |   |
| Your  Market Allowance will increase to                                     |   | US$64,000  |   |
|                                                                        |   |       |   |   |
| Your  International Location Allowance will increase to                     |   | US$36,000  |   |
|                                                                        |   |       |   |   |
| You  will also receive a Position Allowance of                              |   | US$49,000  |   |
|                                                                        |   |       |   |   |
| Your  assignment salary will total                                          |   | US$331,000 |   |

 

----

 

YourBonus arrangements will be:

 
| Target  Bonus  |   | 25%  of US base remuneration plus Market Allowance and Position Allowance |
|----------------|--------|---------------------------------------------------------------------------|
|           |   |                                                                      |
| Maximum  Bonus |   | 50%  of US base remuneration plus Market Allowance and Position Allowance |

 

Inaddition, with effect from 1 July 2007, you will be eligible to receive afurther bonus up to a maximum of 35% of your US Base Remuneration plus theMarket Allowance and Position Allowance ie US$295,000. The award of this bonuswill be assessed against the achievement of targets to be agreed.

 

Yourexisting eligibility to receive a further bonus will continue up to a maximumof 30% until 30 June 2007.

 

Yourremuneration charge will be paid from the first available US payroll run, alongwith appropriate retrospective adjustments.

 

Yournext review will be effective on 1 July 2008. However you will beconsidered for a grant of contingent securities during the 1 July 2007review.

 

TheBoard and Executive Committee would like to thank you for your ongoing contributionto Centro Properties Group. Your efforts have played a significant part in ourcontinued success.

 

Yourssincerely,

 
| /s/  Andrew T. Scott     |   |
|--------------------------|--------|
|                     |
| Andrew  T. Scott         |
| Chief  Executive Officer |

 

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