Exhibit
4.1.4





	
  24 August 2001

  	
   

  	
  Private and Confidential

  



 


Mr Warren Saxelby

110 Prices Circuit

Woronora NSW 2232


 


Dear Warren


 


APPOINTMENT - CHIEF FINANCIAL OFFICER


 


I am pleased to confirm our
offer of employment with CSR Limited, as Chief Financial Officer. You will be
located at Chatswood and report to me. Your commencement date will be Monday 29
October 2001. This offer will remain open for 3 days from today.


 


The terms and conditions of
employment are attached. If you have any questions regarding them please do not
hesitate to contact me. Otherwise, would you please sign the duplicate copy of
this letter where indicated and initial each page of the attached terms and
conditions and return these to me.


 


I take this opportunity to
welcome you to CSR and hope that you will find your time with the company both
challenging and rewarding.


 


Yours sincerely,


 


 





 


Peter Kirby


Managing Director


 


I accept the offer as
outlined in this letter and the attached terms and conditions of employment
dated (date).


 


	
  My commencement date will
  be  

  	
  29/10/01

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
  

  	
   

  	
   

  	
  Date

  	
  26/8/01

  	
   

  
									



 


CSR Limited, ABN
90 000 001 276. Human Resources. Level 3, 9 Help Street, Chatswood, NSW 2067,
Australia


Locked Bag 6,
Chatswood, NSW 2057 Telephone +61 2 9235 8031. Facsimile +61 2 9235 8019


 

















 


TERMS AND CONDITIONS OF EMPLOYMENT

of WARREN SAXELBY by CSR LIMITED on 29 OCTOBER 2001

for CHIEF FINANCIAL OFFICER at CHATSWOOD reporting to

PETER KIRBY, MANAGING DIRECTOR


 


Sign-on Payment


 


You will be paid an amount of $100,000, less tax, within one month of
taking up the appointment which is the subject of this offer.


 


Remuneration


 


The pre-tax value of your
Fixed Remuneration Package will be $550,000 per annum.


 


Your Package will be
reviewed annually effective 1 July. Reviews will have regard to relevant
factors such as market data, individual performance, current duties and
economic circumstances.


 


Your Base Remuneration is
set at 75% of your Fixed Remuneration. This is a notional figure on which
entitlements for incentives, leave and severance (if applicable) are
calculated.


 


Your Fixed Remuneration
Package will comprise the items agreed by you and CSR. Your monthly payment
(dependent on your election of options) will be paid to your nominated account
by the 15th of the month.


 


Current Package Options


 


The options currently
available, which are subject to applicable policies and guidelines, include:


 


First vehicle


•                  Novated
Lease arrangement - a new
vehicle or second hand vehicle.  The
charge to be deducted from your Fixed Remuneration will be:


•                  a monthly lease payment, and


•                  a monthly payment for operating and Fringe
Benefits Tax costs which will be calculated by a CSR formula.  The formula is applied to the amount
financed under the lease.


 


•                  Second
vehicle on novated lease - this
vehicle can be new or second-hand, or an existing vehicle may be sold into a
lease.


 


(CSR
Motor Vehicle Policy for Employees in Job Grades 11 and above is attached.)


 


•                  Laptop
Computer - one laptop
computer (and some associated equipment/software) is available each FBT year (1
April to 31 March) either as a lease or a one off purchase.


 


•                  Superannuation
contributions - there
is some flexibility as to the amount of your Fixed Remuneration which is
directed to superannuation.


 


Warren Saxelby

24/8/01


 


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Superannuation


 


You
will be required to join the CSR Australian Superannuation Fund (CSR Super) -
Division Two. Employer contributions are made in accordance with superannuation
legislation - currently a minimum of 8% of Base Remuneration or 8% of $110,040,
whichever is the lesser, deducted from your Fixed Remuneration.


 


Further contributions may be
made by CSR from your pre-tax remuneration, or by you from your after tax
remuneration. The total of employer and pre-tax contributions cannot normally
exceed the maximum age-based contribution limits specified by law.


 


CSR Super contributions must
be made in whole percentages of your Base Remuneration. The amount can be
changed at 1 July each year.


 


CSR Super currently has four
investment portfolios which differ in investment strategy. You can select an
investment option to suit your personal circumstances. Basic death and
disablement insurance is provided at no cost. You may also take out extra death
and disablement cover subject to certain conditions.


 


Subject to certain
conditions, contributions can also be made to CSR Super by or on behalf of the
spouses of CSR Super members. 


 


Further information about
CSR Super and the choices that need to be made will be available on commencement
of employment or earlier if required.


 


Leave Entitlements


 


You are entitled to leave as
provided in the CSR Staff (Consolidated) Award 2000 which includes personal
leave (comprising sick, carer’s and bereavement leave) and unpaid parental
leave.


 


Financial Planning


 


You will be entitled to
reimbursement of up to $5,000 pa for financial planning advice. This benefit
(or part of it) is not convertible into cash.


 


Short Term Incentive


 


You will be invited to join
the Senior Executive Short Term Incentive (STI) Plan. This provides opportunity
for a cash incentive equivalent to 25% of Base Remuneration for “on target”
performance, rising to 100% cash incentive for performance at 30% above target.
Performance measures are both company financial and personal
financial/non-financial goals. Although you will not have a full years’ service
by March 02 your potential STI will not be reduced.


 


You may elect to invest any
STI cash incentive earned on a pre-tax basis in CSR shares under the Employee
Share Acquisition Plan (ESAP). The CSR Board requires that executives at your
level accumulate CSR shares equivalent in value to your annual Base
Remuneration and until this is achieved you will be required to contribute 50%
of your STI each year.


 


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Details of ESAP and how it operates will be
available shortly.


 


You may also elect to invest
any STI cash incentive earned on a pre-tax basis in superannuation.


 


Long Term Incentive


 


You will be invited into the
Executive Share Option Plan (ESOP) and will be offered 300,000 options over CSR
shares. Details of ESOP and how it operates are attached.


 


Additional Long Term Incentive


 


You will be offered
additional cash long term incentive bonuses, which we agree you will forego and
CSR will contribute under ESAP to the ESAP trustee to acquire CSR shares on
your behalf, subject in respect of each issue to the company performance hurdle
being met and your personal performance being assessed as satisfactory by the
Managing Director and the Board. This incentive will operate as follows:


 


(a)          Within one month following 21 November 2001
and as from the date the Company lodges with the ASX its end of year results
for each of YEM03 and YEM04, respectively and, subject to the performance criterion
set out below being met, you will become eligible to receive a cash amount
(Additional LTI Bonus) equal to 25,000 multiplied by the Qualifying CSR Share
Price (as defined below).


 


(b)         Your entitlement to each Additional LTI Bonus
will be conditional on total returns to CSR shareholders (share price growth
and dividends reinvested) exceeding the bespoke ASX All Industrials
Accumulation Index approved by shareholders at the 2000 Annual Meeting,
measured over the period from 25 July 2000 through to the date the relevant end
of year results are announced, or between that announcement date and 25 July
2004.


 


(c)          The “Qualifying CSR Share Price” for an
Additional LTI Bonus will be the average price, inclusive of transaction costs,
of all CSR shares next purchased on the ASX by the ESAP trustee on behalf of
employees participating in ESAP immediately after the Additional LTI Bonus is
payable, such purchase to include the shares purchased on your behalf.


 


Employee Share Plans


 


You will be eligible to
participate in the Employee Share Acquisition Plan (ESAP). The plan enables CSR
employees to purchase CSR shares tax effectively, by allocating part of your
monthly pre-tax remuneration or foregoing all or part of any performance-based
cash incentive to which you may become entitled.


 


Policies and Guidelines


 


CSR has a number of policies
and guidelines, which are varied from time to time. They will apply to your
employment and you are obliged to comply with them.


 


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The current terms of two
important policies (in outline) are:


 


•                  Code of
Business Conduct - You
must not accept any payment or other benefit from any other person or company
for anything that you do or do not do in connection with the business of CSR
except as permitted by this policy. 
(This restriction does not apply to Frequent Flyer programs.)  You must not involve yourself in any public
or private undertaking which may interfere with the performance of your job or
adversely reflect on CSR.


 


•                  No Smoking
Policy - CSR has a No
Smoking Policy.  This means that smoking
is not allowed on CSR premises nor during your working hours.


 


Property / Confidential Information


 


During the course of your
employment, you will learn of CSR trade secrets and confidential information.
You must only use such information in the proper carrying out of your duties,
and in the interests of CSR. You must not, either during or subsequent to your
employment, without written approval from authorised CSR officers, reveal such
information to persons not employed by CSR, except where to do so is required
in order to properly carry out your duties as a CSR employee or where you are
required to do so by law. You must also use your best endeavours to prevent the
unauthorised use or disclosure of such information by third parties.


 


Upon
termination of your employment, you must return all CSR property, including all
drawings, data, manuals and so forth in your possession, to your immediate CSR
manager at the time of your termination.


 


Inventions


 


You are required to
immediately inform CSR of any invention or innovation developed either by
yourself or with others, in connection with your employment. You will assist
CSR, at its expense but without payment to you, to obtain ownership and
protection of such invention or innovation to the extent of your rights to it.


 


Hours of work


 


You will be required to
devote all your normal working hours (and other time, as reasonably required to
satisfactorily complete your duties) to the business of CSR.


 


Termination of Employment


 


Should you wish to terminate
your employment the company will require that you give it no less than three
months’ notice in writing, or forfeit pay in lieu of notice.


 


The company may terminate
your employment by giving you eighteen months’ notice in writing, or pay in
lieu of notice.


 


For this purpose “pay” means
“total package value” as that term is defined in the CSR Limited Senior Staff
Packaging Arrangements Certified Agreement. Also included is that portion of
your short term incentive (STI) which would have been earned during the notice
period. The


 


5

















 


STI payment will be based on a projected
assessment of your performance, but will be no less than for target
performance, ie, 25% of base remuneration. A pro rata payment of your STI for
the period up to the date notice is given would also be included, based on your
performance up to that date.


 


In the event that you have
an entitlement to severance pay under the Redundancy and Retrenchment
Agreement, August 2000 between CSR Limited and the CSR Limited Officers’
Association (the Agreement), the Company reserves the right to reduce the
amount of payment in lieu of notice it would otherwise make to you to terminate
your employment. If the company exercises the right to reduce the amount of
payment in lieu of notice, it will ensure that you receive at least the greater
of your entitlement to severance pay plus notice under the Agreement or payment
in lieu of eighteen months’ notice.


 


The Company may terminate
your employment without notice and without payment in lieu of notice for
misconduct.


 


The termination of your
employment by the Company, other than a summary termination for misconduct,
will be deemed to be a termination arising from retrenchment for the purposes
of the ESOP rules. This will not affect the characterisation of the termination
for any other purpose.


 


These Termination of
Employment terms are subject to the provisions of the benefits being in
accordance with the Corporations Law, which imposes restrictions on payments to
executives in limited circumstances.


 


Awards/Agreements


 


The following award and
agreements, which will vary over time, apply to your employment by CSR:


 


•            CSR Staff (Consolidated) Award, 2000


•            Agreement on Over Award Conditions of
Employment between CSR Limited and the CSR Limited Officers’ Association, 1992


•            Redundancy and Retrenchment Agreement, 2000
between CSR Limited and the CSR Limited Officers’ Association,


•            CSR Limited Senior Staff Remuneration
Packaging Arrangements Certified Agreement, 1998.


 


Whilst you are covered by
the documents referred to above, they only form part of your individual
contract of employment where expressly stated in this letter/attachment.


 


CSR Limited Officers’ Association


 


You will be eligible to join
the CSR Limited Officers’ Association.


 


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27 June 2003


 


Manager Companies

Company Announcements Office

Australian Stock Exchange Ltd

Level 4, Stock Exchange Centre

20 Bridge Street


Sydney  NSW 
2000


 


Dear Sir,


 


Revised Employment Contract, Mr. Alec Brennan


 


In accordance with the
continuous disclosure provisions of the ASX Corporate Governance Council’s
“Principles of Good Corporate Governance and Best Practice Recommendations”, I
wish to advise that on 26 June 2003 CSR entered into a revised employment
contract with Mr Alec Brennan following his appointment as the Managing
Director and Chief Executive Officer of the Company. The contract is annexed.


 


Yours sincerely,





G J Hughes

Company Secretary


 

















 





Dr I D Blackburne

Chairman


 


STRICTLY CONFIDENTIAL


 


26 June 2003


 


Mr Alec Brennan

18 Glenview Street

GREENWICH  NSW  2065


 


Dear Alec,


 


Employment arrangements


 


I refer to our discussions
regarding your employment arrangements, and I am very pleased to set out what
is proposed as the terms governing your continued appointment by CSR Limited
(the “Company”) as the Managing
Director and Chief Executive Officer of the Company.


 


Position and responsibilities


 


1.                                                                                       Your
appointment as Managing Director and Chief Executive Officer commenced as of 1
April 2003. You will continue to serve in Sydney or in such other location as
agreed between the Company and yourself.


 


2.                                                                                       You are responsible to the Board of Directors
of the Company (the “Board”) for
the general control and management of the Company and related bodies corporate
(the “Group”), and its profitability, operation and strategic development.


 


Term and renewal


 


3.                                                                                       Your appointment from 1 April 2003 will,
subject to earlier termination or renewal as provided below, terminate on 31
March 2007 (the “Term”).


 


4.                                                                                       Within the 12 months prior to 31 March 2007,
you will meet with me, or my successor as Chairman of the Board (the “Chairman”), to discuss a renewal of your
appointment. If by 30 September 2006 the terms of any renewal are not agreed
and


 


CSR Limited, ABN
90 000 001 276.        9 Help Street,
Chatswood, NSW 2067, Australia


Locked Bag 6,
Chatswood, NSW 2057 Australia. 
Telephone +61 2 9235 8000. Facsimile +61 2 9235 8130


 

















 


the
Company states its intention to continue the discussion on the terms of a
renewal your appointment will continue until terminated by either party on six
months’ notice.


 


General duties


 


5.                                                                                       Your appointment is full-time, and you will,
unless prevented by ill-health or other incapacity, devote your whole time and
attention during normal working hours (and other times if reasonably required)
to the business of the Group. You will at all times in the performance of your
duties comply with all directions properly given by the Board and conduct
yourself in accordance with the highest standards of professionalism and the
CSR Code of Business Conduct. It is essential that you avoid conflicts of
interest, or the appearance of a conflict of interest, and maintain the
reputation and integrity of the Group.


 


6.                                                                                       You will undertake travel within or outside
Australia on the business of the Company as may reasonably be required of you
by the Board.


 


7.                                                                                       You will not without the Board’s prior
written approval be involved in any other business activities except for
passive investments in securities quoted on a recognised stock exchange (in
Australia or elsewhere), personal and family companies and trusts, and
non-profit organisations.


 


8.                                                                                       You will, at the Company’s expense, undergo
an annual medical examination.


 


Salary and benefits


 


9.                                                                                       Your remuneration will comprise the following
elements:


 


(a)                                                                                  Total fixed remuneration (“TFR”) as at 1 April 2003 is $ 1,100,000
per annum. The TFR may be taken in such form as you may decide (with the
Board’s approval), but on the basis that the TFR includes any FBT payable by
the Company on any benefit subject to that tax. You will retain membership of
the CSR Staff Superannuation Fund (the “Fund”),
with contributions determined by the rules of the Fund, except that
the 12% employee contribution will not be deducted from your TFR. For the
purpose of the Fund your annual salary is 75% of TFR.


 


The
salary component is payable on a monthly basis (less applicable tax) by direct
deposit to a financial institution nominated by you. The TFR includes all
remuneration otherwise payable in relation to any other office you hold in
relation to a Group company.


 


(b)                                                                                 Entitlements under the short-term incentive (“STI”), as set out in Schedule A to this
letter.


 


(c)                                                                                  Entitlements under the long-term incentive as
set out in Schedule A to this letter.


 


AN Brennan


 


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10.                                                                                 The TFR and the STI will be reviewed as at 1
July 2004 and each subsequent July while your appointment continues. The review
will be conducted by the Board Remuneration and Nominations Committee having
regard to, market movements, your personal performance and your contribution to
corporate goals and performance as agreed with the Chairman during the previous
year. Your TFR may not be decreased on a review.


 


11.                                                                                 The Company will also:


 


(a)                                                                                  provide for your benefit payment or
reimbursement of up to $5,000 annually to fund personal and financial planning
advice;


 


(b)                                                                                 provide standard benefits and conditions
generally available to Company staff;


 


(c)                                                                                  reimburse all reasonable Company expenses
such as mobile phone and appropriate client entertainment in accordance with
the Company’s policy from time to time; and


 


(d)                                                                                 reimburse all business travel and
accommodation expenses within Australia or overseas (at first class standard)
reasonably incurred for yourself and, with the Chairman’s prior approval, your
wife. (You will not be required to reimburse the Company for any FBT payable by
the Company under this paragraph.)


 


12.                                                                                 You will verify all reimbursable expenses in
such manner as the Company may reasonably require.


 


13.                                                                                 You authorise the Company to deduct from the cash component of your TFR
any expense you owe to the Company.


 


14.                                                                                 The Company will maintain in your favour the
Deed of Indemnity, Insurance and Access on the terms currently applicable to
you.


 


Leave entitlements


 


15.                                                                                 You will be entitled to annual leave, long
service leave and other leave in accordance with the CSR Staff (Consolidated)
Award 2000 (the “Award”). Annual
and long service leave is to be taken at a time or times agreed with the
Chairman.


 


16.                                                                                 You will be entitled to your remuneration and benefits during any period
of sick leave in accordance with the Award. 


 


Intellectual property, moral rights and confidentiality


 


17.                                                                                 Any invention, process, concept, technology,
design, knowhow, copyrightable work or other intellectual property (whether or
not registrable) relating to the


 


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Company’s
business which you make, discover, develop or improve during your employment (“IP”) is by virtue of these terms the
Company’s property. You will at the Company’s request and cost assign to the
Company without further consideration all your right and interest in the IP and
execute any document requested by the Company to complete the assignment. If
you fail to execute a document requested by the Company you appoint the then
Chairman as your attorney to execute the document.


 


18.                                                                                 You unconditionally and irrevocably consent
to any act or omission of the Company (whether occurring before or after the
consent is given) which would otherwise infringe your moral rights, within the
meaning of the Copyright Act 1968 (Cth), as
amended from time to time in any work made or to be made by you in the course
of your employment.


 


19.                                                                                 The maintenance of confidentiality is
fundamental to the operations and success of the Company, and accordingly you
will not, either during (except in the proper course of your duties) or after
your employment, divulge to any person any trade secret or private or
confidential information concerning the business or finances, or clients of the
Group. You will provide all assistance reasonably requested by the Company in
connection with any proceedings the Company may take against any person for
unauthorised use, copying or disclosure of confidential information.


 


Termination


 


20.                                                                                 You may terminate your appointment by giving
at least six months’ written notice to the Company. The Company may, however,
at any time on or after receiving notice under this paragraph terminate your
employment on payment of your remuneration and other entitlements up to the end
of the period of notice. If you fail to give the required period of notice you
agree to pay (and authorises the Company to withhold from any amounts owing to
you) an amount equivalent to the TFR for
the balance of the ungiven period of notice.


 


21.                                                                                 You may also terminate your appointment by
giving written notice to the Company:


 


(a)                                                                                  where the Company commits a serious or
persistent breach of any provision of these terms which is not remediable, or,
if remediable, is not remedied within a reasonable period after you give the
Company notice specifying the breach; or


 


(b)                                                                                 if you cease to hold the position of managing
director or chief executive officer of the Company, or where your status,
duties or authority are materially diminished.


 


22.                                                                                 The Company may by written notice to you
terminate your appointment with immediate effect if:


 


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(a)                                                                                  you commit gross negligence, gross
incompetence, or any fraud, misappropriation, dishonesty, serious criminal
conduct or other serious wilful misconduct;


 


(b)                                                                                 you are guilty of a serious or persistent
breach of your employment obligations which is not remediable, or if
remediable, is not remedied promptly after the Company gives you notice
specifying the breach;


 


(c)                                                                                  you become bankrupt or insolvent or a person
whose estate is liable to be dealt with under any law for the protection of
insolvents or their creditors; or


 


(d)                                                                                 you become incapacitated by reason of illness
or accident (other than an accident or illness to which workers’ compensation
legislation applies) which prevents you from performing your duties for a
period in excess of three months or an aggregate period of three months in any
period of 12 consecutive months, where the applicable period is not a period of
paid sick leave.


 


23.                                                                                 If the Company wishes to terminate your
appointment under paragraph 22(b) above, then the Company must first provide
you with written notice of its intention to do so, and the Company must give
you a reasonable opportunity to show cause to the Board why your appointment
should not be terminated. The Company may until this has been done suspend you
from the performance of your duties, but without loss of remuneration or
benefits.


 


24.                                                                                 The Company may also by written notice to you
terminate your appointment with immediate effect, without cause, by paying you
the amounts referred to in paragraphs 27(a) and 28 below.


 


25.                                                                                 A termination of your employment by the
Company is only to be taken following a resolution of the Board authorising
that action.


 


26.                                                                                 If at the end of the Term there has been no
renewal of your appointment and you have accrued annual leave or long service
leave, you may commence leave and stay employed by the Company until the
expiration of the leave, or an earlier date chosen by you, but from 1 April
2007 your appointment as Managing Director and Chief Executive Officer will
cease, you will cease to be a director of the Company and any other company in
the Group, you will hold no other office or position within the Group, your TFR
will remain unchanged and not subject to further review and you will not be
entitled to an STI for the period of leave.


 


27.                                                                                 On cessation of your appointment for any
reason:


 


(a)                                                                                  the Company will on the date your employment
ceases pay you all your entitlements accrued to the date of termination;


 


(b)                                                                                 you will immediately deliver to the Company
all property of the Company in your possession (including documents and records
and any copies, notes and extracts); and


 


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(c)                                                                                  you will resign all directorships,
trusteeships and other offices with the Group, and you appoint the then
Chairman as your attorney to execute resignations and do all else required to
give effect to the resignations.


 


Payment for past services and as compensation for loss of
office


 


28.                                                                                 If cessation of your appointment is for any
reason (whether or not set out above) other than your resignation under
paragraph 20 above or termination under paragraph 22 above, the Company will in
addition to your entitlements under paragraph 27(a) and at the time of cessation
pay you by way of payment for past services to the Group or compensation for
loss of office:


 


(a)                                  an amount which is equal to 1.5 times the
value of your then-current TFR or, if cessation occurs later than 30 September
2005, the value of that part of your then-current TFR for the remainder of the
Term;


 


(b)                                 an amount which is equal to your eligible pro
rata STI for the then current year. The amount is to be fairly assessed by the
Board in consultation with you based on the achievement of financial and
balanced individual goals to the date of cessation of your appointment; and


 


(c)                                  an amount which is equal to half of your
maximum STI for the then-current year, being 45% of your then-current TFR, or,
if cessation occurs between 1st April 2006 and 31st March
2007, a proportionate part of that amount.


 


29.                                                                                 Subject to the required CSR Share Performance
occurring within 12 months of the cessation of your employment, if cessation of
your employment is for a reason within:


 


(a)                                  paragraphs 20, 22(a), (b) and (c), and 24,
you will be entitled to retain all shares then held through ESAP on your behalf
and to receive the LTI which you have become eligible to receive in accordance
with Schedule A item 4 as at the date of termination;


 


(b)                                 paragraphs 21 or 22(d) or because of the
expiration of the Term with no renewal, you will be entitled to retain all
shares then held through ESAP on your behalf and be eligible to receive the
balance of the LTI in accordance with Schedule A item 4 regardless of whether
the date for eligibility has been reached;


 


If
at the time the LTI is payable you are not an employee of the Company you will
be paid the LTI in cash.


 


30.                                                                                 The total payment made to you on the
termination of your employment will not exceed the maximum payment permitted to
be paid under the Corporations Act 2001 (Cth)
as amended from time to time. If any benefit provided for under these terms
requires shareholder or other approval for its implementation or payment, then
the Company may at its discretion and expense at the next scheduled meeting of
shareholders do all on its part required to secure approval.


 


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Miscellaneous


 


31.                                                                                 The parties will consult and agree the extent
and manner of disclosure of these terms.


 


32.                                                                                 No amendment or waiver of any of these terms
is valid unless in writing and signed by the parties or by the party granting
the waiver (as applicable).


 


33.                                                                                 The agreement formed on acceptance of this
letter is to be governed by and construed in accordance with New South Wales
law, and the parties unconditionally agree to submit to the non-exclusive
jurisdiction of New South Wales courts and provides all terms and conditions of
your employment and supersedes all prior understandings or agreements between yourself
and CSR and any prior condition, warranty, indemnity or representation imposed,
given or made by yourself or CSR in connection your employment.












 


If the above terms are
acceptable to you, would you please signify your agreement by signing and dating
the enclosed copy of this letter and returning it to me. Your so doing will
constitute the agreement between the Company and yourself. I confirm to you
that I am authorised by the Board to make the above offer and to commit the
Company to the above terms.


 


Alec, on behalf of the Board
and on my own behalf, I look forward to continuing to work with you to help the
Company achieve great success.


 





Chairman


 


 


1 have read and accept the
terms contained in this letter of offer.


 


	
  SIGNED by Alexander Norman Brennan

  	
   

  	
  

  
	
   

  	
   

  	
  Signature

  
	
  27 June 2003

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
				



 


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Schedule A


 


Short Term Incentive (“STI”)


 


1.                    You will hold in aggregate, or have held for
you through CSR share schemes, a minimum of the equivalent value of your annual
TFR in CSR shares, or more typically as a guideline 2 year’s TFR. If at the
time of determination of your STI you do not hold sufficient shares to meet the
minimum criteria you elect to receive your STI in the form of shares through
ESAP.


 


2.                    You will be entitled to an annual STI of up
to 90% of TFR . Targets for the STI will be agreed annually with the Chairman
according to the following principles:


 


(a)               40% will be based on the Group financial
performance; 30% will be based on the performance of the sugar, building
products and aluminium businesses financial performance; 20% will be based on a
balanced set of individual goals.


 


(b)              The financial goals will include a threshold
for payment and be set in such a way that for overall performance meeting
market expectations the payment should be around half of the STI and for
performance reaching top quartile the payment should be able to reach the full
STI.


 


3.                    The previous years STI payment will be determined in conjunction with the release of the
annual results.


 


Long Term Incentive (“LTI”)


 


4.                   Employee Share Acquisition
Plan (ESAP) – New LTI


 


You
are eligible to be granted a LTI sufficient to purchase CSR Shares in the
following tranches:


 


	
  31 May 2004

  	
   

  	
  550,000

  
	
   

  	
   

  	
   

  
	
  31 May 2005

  	
   

  	
  550,000

  
	
   

  	
   

  	
   

  
	
  31 May 2006

  	
   

  	
  750,000

  
	
   

  	
   

  	
   

  
	
  31 May 2007

  	
   

  	
  750,000

  



 


and
you elect to receive any LTI as shares through ESAP.  Receipt of the LTI is subject to the following conditions:


 


(a)               The reference date is 1 April 2003 and the
reference price is the volume average weighted price for the first week of
April 2003;


 


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(b)              eligibility for the first 50% of each tranche
is dependent on the total return to CSR Shareholders, (share price growth and
dividends re-invested) (“CSR Share
Performance”), exceeding the median of the ASX 200 Accumulation
Index;


 


(c)               eligibility for the second 50% of each
tranche arises proportionally as the CSR Share Performance exceeds between the
median and the 75 percentile of the ASX 200 Accumulation Index;


 


(d)              the tranches granted in May 2004, May 2005
and May 2006 will be capable of assessment against conditions (a), (b) and (c)
immediately , and then on more than one occasion until completed, between the
date of eligibility and 31 May 2007;


 


(e)               the tranche granted in May 2007 will be
capable of assessment against the conditions in (a), (b) and (c) immediately
and then on more than one occasion until completed, between the 31 May 2007 and
31 May 2008, though if at the time of assessment you are not an employee of CSR
the value of the shares will be paid to you in cash:


 


(f)                 shares once purchased with your LTI must
remain in ESAP for the duration of your appointment


 


5.                   Employee Share Acquisition
Plan (ESAP) - Existing LTI


 


You
have an existing entitlement to a long term incentive which prior to 1 April
2003 was for the potential issue of 50,000 CSR shares in each of May 2003, May
2004 and May 2005 under the Employee Share Acquisition Plan (“ESAP”). This long term incentive is to
continue but subject to a conversion to reflect the changed value as a result
of the demerger and a change to the appropriate performance hurdle index.


 


The
comparable number of post demerger CSR shares on each reference date is
200,000.


 


Your
entitlement to receive the incentive is conditional upon the CSR Share
Performance exceeding the ASX 200 Accumulation Index through to the date of the
relevant end of year results are announced or between that announcement and 25
July 2005.


 


As
result of the demerger, there is a change to the comparative index and
allowance must be made for the comparative index performance achieved between
25 July 2000 and the demerger. To accommodate that change, the comparative
position of the pre-demerger share to the Bespoke ASX All Industries Accumulation
Index on 28 March 2003 is to be replicated for the post demerger CSR share in
respect of the ASX 200 Accumulation Index (i.e. if pre-demerger the share was
10% above the index, the post demerger share is to be plotted at 10% above the
index).


 


If
your employment terminates on or prior to 25 July 2005 then:


 


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(a)               your entitlement to any outstanding LTI will
depend on CSR satisfying the performance criteria on the date of termination of
employment; and


 


(b)              if you become entitled to an LTI on the
termination of your employment then the LTI will be paid in cash and not
contributed to the ESAP trustee to acquire CSR shares on your behalf.


 


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