Exhibit 4.2.1.13


 


RGL


 


Performance
Share Plan


 


Plan
Rules


 


Rinker
Group Limited (Company)


 


Effective as of 1 April 2006


 

















 


RGL Performance Share Plan - Plan Rules


 


	
  Plan rules

  	
   

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Purpose

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Definitions and interpretation

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Operation of the plan

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  How the plan works

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Qualification of securities resulting from
  performance

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Withdrawals

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Restrictions in dealing with plan securities

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Distributions and other benefits

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Corporate control event

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Constitution of plan committee on occurrence of
  corporate control event

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Capital reconstruction

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Forfeiture

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Plan account

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Authorised deductions

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Voting rights

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Use of nominees

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Variation of rules

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Termination and suspension of the plan

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Connection with other plans

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Notices

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Governing law

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Administration of the plan

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  General

  	
   

  	
  23

  



 


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Plan rules


 


1.                                   Purpose


 


1.1                              The Company is establishing the Plan to:


 


(a)                                provide Eligible Employees with the opportunity to share in any
future growth in value of the Company;


 


(b)                               align the interests of Eligible Employees more closely to the
interests of the Company’s shareholders;


 


(c)                                assist in the retention and motivation of Eligible Employees; and


 


(d)                               provide greater incentive for Eligible Employees to focus on the
Company’s longer term goals.


 


1.2                              Subject to these Rules and relevant
Terms of Offer it is intended that an Eligible Employee will have the
opportunity under the Plan to receive Plan Securities in the Company provided
that certain vesting criteria are satisfied and both the Company and the
Eligible Employee have met pre-determined performance goals.


 


1.3                              It is the Company’s expectation that
Participants will use Plan Securities acquired under the Plan to facilitate
their compliance with the Company’s share ownership guidelines. For the
avoidance of doubt, this Rule 1.3 is not intended to limit Participants’
legal rights to request withdrawal of Plan Securities from the Plan under these
Rules.


 


1.4                              Non-executive directors of Group
Companies are not eligible to participate in the Plan.


 


2.                                   Definitions
and interpretation


 


2.1                              In these Rules, the following terms have
these meanings unless the contrary intention appears:


 


ADRs mean American Depositary Receipts which evidence and represent a
specified number of underlying shares.


 


ASX means the Australian Stock Exchange Limited.


 


Australian
Plan Company means Readymix Holdings Pty
Limited ACN 099 732 297 or such other person nominated by the Plan Committee as
a replacement Australian Plan Company to facilitate acquisitions, disposals or
forfeitures of Plan Securities in respect of Eligible Australian Employees from
time to time.


 


Authorised
Deductions means a deduction authorised by Rule 14.


 


Capital
Reconstruction Event is defined in Rule 11.1.


 


Company means Rinker Group Limited ACN 003 433 118.


 


Corporate
Control Event is defined in Rule 9.1.


 


Corporations
Act means the Corporations
Act 2001 (Cth).


 


Eligible
Australian Employee means an Eligible
Employee who is an Australian resident for taxation purposes.


 


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Eligible Employee means any senior part-time or full-time employee or executive
director of the Company or of any Participating Group Company who has been
invited by the Plan Committee to participate in the Plan.


 


Eligible
Non-Australian Employee means an Eligible
Employee who is not an Eligible Australian Employee.


 


Forfeited
Securities means Plan Securities forfeited
under Rule 12.


 


Group
Company means the Company and any body
corporate which is a related body corporate of the Company under Part 1.2
Division 6 of the Corporations Act.


 


Listing
Rules means such of the official
listing rules of the ASX and NYSE as apply to the Company from time to
time.


 


Market
Value:


 


(a)                                in relation to shares on a particular date, means the market value
of those shares calculated in accordance with subdivision F of Division 13A of Part III
of the Income Tax Assessment Act 1936 (Cth)
(but if section 139FA(2) applies, the market value will be calculated
on a particular date by reference to prices or offers on ASX unless the Plan
Committee determines to the contrary); and


 


(b)                               in relation to ADRs on a particular date, means the specified number
of shares underlying each ADR multiplied by the Market Value of the underlying
Shares on that date.


 


Note:                 Market
Value can be converted to any currency at the exchange rate determined by the
Plan Committee in accordance with Rule 22.6.


 


Multi-Year
TSR, of a particular company for a specified
period, means the average of the following TSRs for that company:


 


(a)                                                      the TSR from the beginning of the specified period until 31 March (or,
if earlier, the end of the specified period) next following;


 


(b)                                                     the TSR for each period of one year thereafter, from 1 April until
the 31 March next following, which is wholly within the specified period;
and


 


(c)                                                      the TSR for any remaining period of less than one year from 1 April thereafter
until the end of the specified period.


 


Note:                 The
effect of this definition is that the Multi-Year TSR for a company for the
normal Performance Period will be the average of the TSRs for the three years
ended 31 March in the Performance Period.


 


Notice
of Withdrawal of Securities means a duly
completed and executed request for permission to withdraw some or all of
his/her Plan Securities from the Plan submitted by a Participant to the Plan
Company, in respect of Plan Securities previously notified by the Plan Company
as having been allocated to that Participant. Such Notice of Withdrawal of
Securities shall specify the number of Plan Securities to be withdrawn and be
submitted on the form approved by the Plan Committee.


 


NYSE
means the New York Stock Exchange, Inc.


 


Parcel
means, subject to the relevant Terms of
Offer, all the Plan Securities acquired and Registered in the name of a
Participant under the Plan in accordance with Rule 4.8 as a result of one
particular offer or grant.


 


Participant means an Eligible Employee who has accepted an offer to
participate, or has been granted participation, in the Plan.


 


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Participating
Group Company means a Group Company (other
than the Company) which has agreed to be bound by these Rules as required
by Rule 3.2.


 


Peer
Group, in relation to a Parcel of Plan
Securities, means:


 


(a)                                subject to paragraph (b), the list of companies (including the
Company) specified in, or accompanying, the Terms of Offer for that Parcel and
selected by the Plan Committee as appropriate for the purpose of measuring the
Company’s performance (Peer Group List);


 


(b)                               the Plan Committee may omit companies from, or add companies
to, the Peer Group List if the Plan Committee, in its absolute discretion,
determines that it would be appropriate, for the purpose of measuring the
Company’s performance, to do so (which omission or addition will be taken to
have effect at the beginning of the Performance Period for the Parcel).


 


Note:                 Without
limitation, it may be appropriate for the Plan Committee to exercise its
discretion under paragraph (b) if:


 


•                                                  there is a substantial change in a company’s business profile;


 


•                                                  a company ceases trading or becomes insolvent;


 


•                                                  a company is subject to a successful takeover or merges with another
company;


 


•                                                  a company undertakes a demerger; or


 


•                                                  other significant events occur affecting a company’s shares or
capitalisation.


 


Percentile
Ranking, for a parcel of Plan Securities on
a specified date, means:


 


(a)                                                      except where paragraph (b) applies, the percentile ranking of
the Company’s Multi-Year TSR in relation to the Multi-Year TSRs of the Peer
Group calculated by, or in accordance with recommendations from, an external
consultant to the Company approved by the Plan Committee from time to time; or


 


(b)                                                     a percentile ranking calculated in a different way specified, at any
time, by the Plan Committee in relation to that Parcel. However, the Plan
Committee may only specify a different calculation of the percentile
ranking under this paragraph if, in the Plan Committee’s opinion, the new
calculation is an appropriate incentive to encourage, or an appropriate way to
recognise, the performance of Participants and is in the best interests of the
Company.


 


The Multi-Year TSRs for paragraph (a) are to be calculated for the
period beginning at the commencement of the Performance Period for the Parcel
and ending on the specified date.


 


Performance
Period, in relation to any Parcel, means:


 


(a)                                unless paragraph (b) applies, the period commencing on 1 April in
the calendar year in which Eligible Employees are first offered, or first
notified of a proposed grant of, Plan Securities in the Parcel and ending on 31
March in the third calendar year after that year; or


 


(b)                               if the Plan Committee determines, in the best interests of the
Company, that another period should apply in relation to Plan Securities in the
Parcel either generally or in relation to specified Participants, that other
period.


 


Note:                 Paragraph
(a) has the effect that if, for example, Plan Securities are acquired in November 2004,
then the Performance Period would commence on 1 April 2004 and end on 31 March 2007
(unless a determination is made under paragraph (b)).


 


Plan means the RGL Performance Share Plan established and operated in
accordance with these Rules.


 


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Plan
Account means an account at a financial
institution established and administered by a Plan Company for the purposes of Rule 13.1,
which may also, if the Plan Committee agrees, be used for purposes not
related to the Plan.


 


Plan
Committee means:


 


(a)                                except when Rule 10 applies, all or some of the directors of
the Company acting as a board as constituted from time to time, including a
committee of the board as constituted from time to time whose purpose includes
administering the Plan;


 


(b)                               when Rule 10 applies, the committee of persons referred to in Rule 10.2(a) from
time to time, including any subcommittee of that committee constituted from
time to time whose purpose includes administering the Plan.


 


Plan
Company means:


 


(a)                                except where paragraph (c) applies, the Australian Plan Company
in respect of Eligible Australian Employees;


 


(b)                               except where paragraph (c) applies, the US Plan Company in
respect of Eligible Non-Australian Employees; and


 


(c)                                any other person nominated by the Plan Committee as a replacement
Plan Company to facilitate acquisitions, disposals or forfeitures of Plan
Securities in respect of a specified Eligible Employee or Eligible Employees
from time to time.


 


Plan
Securities means Rinker Shares or Rinker
ADRs and, except in Rule 11, any other shares or ADRs which are to be held
under the Plan pursuant to that Rule.


 


Qualification
Requirements means the following
requirements which must be satisfied or waived before Plan Securities to which
an offer or grant relates may be withdrawn from the Plan by a Participant:


 


(a)                                unless otherwise specified in the relevant Terms of Offer, the
requirement that a member of the Plan Committee (other than a Participant)
certify in writing that the Plan Securities are qualified securities under the qualification
schedule set out in the relevant Terms of Offer;


 


(b)                               in the case of an Eligible Non-Australian Employee, the requirement
that the Eligible Non-Australian Employee has not, prior to particular Plan
Securities becoming qualified securities under the qualification schedule set
out in the relevant Terms of Offer (as referred to in paragraph (a)), requested
(in the form and at the time permitted by the Plan Committee) a substitute
benefit be given by any Participating Group Company in lieu of those Plan
Securities; and


 


(c)                                the further performance, vesting or other requirements (if any)
specified in the relevant Terms of Offer.


 


Qualified
Securities means Plan Securities Registered
in the name of a Participant and held under the Plan for which all the
Qualification Requirements have been satisfied or waived.


 


Registered, subject to Rule 16, means:


 


(a)                                in the case of Rinker Shares, entered in the register of members of
the Company; and


 


(b)                               in the case of Rinker ADRs, entered in the register of ADR holders
maintained by the Company’s ADR depository.


 


Note:                 Rule16 applies
when Plan Securities are held in the name of a nominee. If Plan Securities are
held in the name of a nominee, a requirement under these Rules for the
Plan Securities to be Registered


 


6

















 


in the name of a Participant will be satisfied by registering the Plan
Securities in the name of the nominee and vesting beneficial ownership of the
Plan Securities in the Participant.


 


Rights
is defined in Rule 8.4.


 


Rinker
ADRs means ADRs which evidence and represent
Rinker Shares and which are listed for quotation on the NYSE.


 


Rinker
Shares means fully paid ordinary shares in
the capital of the Company which rank equally with and have the same rights as
other fully paid ordinary shares in the capital of the Company and which are
listed for quotation on the ASX.


 


Rules means the rules governing the operation of this Plan set out in
this instrument, as amended from time to time.


 


Security
Interest means a mortgage, charge, pledge,
lien or other encumbrance of any nature.


 


Special
Circumstance is defined in Rule 12.1.


 


Tax includes any tax, levy, impost, deduction, charge, rate,
contribution, duty or withholding which is assessed (or deemed to be assessed),
levied, imposed or made by any government or any governmental,
semi-governmental or judicial entity or authority together with any interest,
penalty, fine, charge, fee or other amount assessed (or deemed to be assessed),
levied, imposed or made on or in respect of any or all of the foregoing.


 


Terms
of Offer means the terms and conditions of
each offer to participate, or grant of participation, made, or notified, at the
time Eligible Employees are invited to participate, or given notice of a
proposed grant, which are referred to in Rule 4.1.


 


Trading
Lock means a mechanism or mechanisms
approved by, and administered by or on behalf of the Company (including through
its share registry) that prevents Plan Securities acquired under the Plan being
disposed of by a Participant until they are withdrawn from the Plan under Rule 6
or the Plan Committee determines that ownership of the Plan Securities is to be
forfeited in accordance with Rule 12.


 


TSR, of a particular company listed on a stock exchange for a specified
period, means the total shareholder return of
that company taking into account share price appreciation and dividends
received over the specified period expressed as a ratio of the share price at
the beginning of the specified period. The TSR will be calculated by, or in
accordance with recommendations from, an external consultant to the Company
approved by the Plan Committee from time to time. Unless the Plan Committee
determines to the contrary in the best interests of the Company:


 


(a)                                in calculating the TSR in respect of an offer under the Plan prior
to 1 April 2006, the opening and closing share prices of the particular
company will be calculated in accordance with the Rules as in force at the
time of the relevant offer.


 


(b)                               subject to Paragraph (a), the opening share price of the particular
company for the specified period will be taken to be the average of the closing
prices of that company for the 30 days commencing 15 days before the first day
of the specified period on the exchange that in the Plan Committee’s opinion is
the primary exchange for that company;


 


(c)                                subject to Paragraph (a), the closing share price of the particular
company for the specified period will be taken to be the average of the closing
prices of that company for the 30 days commencing 14 days before the last day
of the specified period on that exchange; and


 


(d)                               calculations for the particular company will be made in the currency
in which the shares are quoted on that exchange (and any fluctuations in the
exchange rate between Australian currency or United States currency and that
currency will be ignored).


 


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Unqualified
Securities means Plan Securities Registered
in the name of a Participant and held under the Plan which are not Qualified
Securities.


 


US
Plan Company means Rinker Materials
Corporation or such other person nominated by the Plan Committee as a
replacement US Plan Company to facilitate acquisitions, disposals or
forfeitures of Plan Securities in respect of Eligible Non-Australian Employees
from time to time.


 


2.2                              In these Rules, unless the contrary
intention appears:


 


(a)                                reference to any legislation or any provision of any legislation
includes any modification or re-enactment of the legislation or any legislative
provision substituted for, and all legislation and statutory instruments and
regulations issued under the legislation;


 


(b)                               words denoting the singular include the plural and vice versa;


 


(c)                                words denoting a gender include the other genders;


 


(d)                               words denoting an individual or persons include bodies corporate and
trusts and vice versa;


 


(e)                                headings are for convenience only and do not affect the
interpretation of these Rules;


 


(f)                                  reference to a clause or paragraph is a reference to a clause or
paragraph of these Rules, or the corresponding Rule or Rules of this
Plan as amended from time to time;


 


(g)                               reference to any document or agreement includes reference to that
document or agreement as amended, novated, supplemented, varied or replaced
from time to time;


 


(h)                               where any word or phrase is given a definite meaning in these Rules,
any part of speech or other grammatical form of that word or phrase
has a corresponding meaning; and


 


(i)                                   a reference to a person includes a reference to the person’s legal
personal representatives, executors, administrators and successors, a firm or a
body corporate.


 


3.                                   Operation
of the plan


 


3.1                              The Plan commences on the date these Rules are
approved by the Plan Committee with effect from 1 April 2004 or any later
date the Plan Committee decides.


 


3.2                              The Plan will be operated in accordance
with these Rules which bind the Company, the Plan Companies, each
Participant and each Group Company (other than the Company) which has agreed
with the Company to be bound by these Rules.


 


3.3                              Except to the extent that the Plan is
administered by, or at the direction of, the Plan Committee under Rule 22,
the Plan is administered by each Plan Company in relation to the Eligible
Employees for which the Plan Company is responsible.


 


3.4                              Subject to these Rules, the Listing Rules and
any law to the contrary, the Plan Companies must follow any direction given to
them by the Plan Committee as to the operation of the Plan.


 


3.5                              All the expenses, costs and charges
incurred by a Plan Company in operating the Plan (other than Authorised
Deductions) must be paid:


 


(a)                                from the Plan Account; and


 


(b)                               to the extent that there are not sufficient funds in the Plan
Account, by the Company or a Participating Group Company.


 


8

















 


3.6                              Each Participant must grant an
irrevocable power of attorney, in the form determined by the Plan
Committee from time to time, to the Plan Company and to any other person or
persons nominated by the Plan Committee, authorising the attorney:


 


(a)                                to acquire Plan Securities in the Participant’s name in accordance
with Rule 4 (if applicable) and to execute any documents necessary to
subscribe for Plan Securities on behalf of the Participant or to arrange for
the transfer of Plan Securities to the Participant for the purposes of these
Rules;


 


(b)                               to transfer Plan Securities to the Participant including after the
withdrawal of those Plan Securities from the Plan in accordance with Rule 6;


 


(c)                                to dispose of, or otherwise deal with, any Plan Securities required
to be forfeited under Rule 12;


 


(d)                               to dispose of, or otherwise deal with, any Plan Securities in
accordance with any directions given by the Plan Committee under Rule 9.2
in the event of a Corporate Control Event;


 


(e)                                to sell, in the manner and at the time determined by the attorney,
any Qualified Securities Registered in the name of the Participant to pay for
or reimburse Authorised Deductions;


 


(f)                                  to agree to nominee or sub-nominee arrangements and deal with the
Participant’s beneficial interest in those arrangements as contemplated in Rule 16
(if applicable);


 


(g)                               to deal with rights arising in respect of Plan Securities held under
the Plan on the Participant’s behalf;


 


(h)                               to take any actions that are necessary or desirable to give effect
to the treatment described in Rule 11.2 in respect of shares or ADRs
resulting from a Capital Reconstruction Event;


 


(i)                                   to delegate its powers to any person or persons determined by the
attorney from time to time; and


 


(j)                                   to engage in such other activities as are specified by the Plan
Committee at the time of the offer or when notice of a proposed grant is given.


 


4.                                   How the
plan works


 


4.1                              The Plan Committee may from time to
time in its absolute discretion make an offer to participate, or give notice of
a proposed grant of participation, in the Plan to any Eligible Employee. The
offers or notices of proposed grants may be on whatever terms, consistent
with these Rules, the Plan Committee decides. The Peer Group initially applying
and full details of all applicable Qualification Requirements must be set out
in the offer or notice of proposed grant.


 


4.2                              The Plan Committee may, at any time, in
its absolute discretion waive any Qualification Requirement applicable to any
Plan Securities held under this Plan in whole or in part if it forms the
opinion that doing so is in the best interests of the Company.


 


4.3                              On and from the commencement of the
Plan, the Company and any relevant Participating Group Company must pay the
appropriate Plan Company contributions determined by the Plan Committee from
time to time to fund the acquisition of Plan Securities consistent with the
Terms of Offers to Participants.


 


4.4                              The Plan Companies must use each such
contribution to acquire, or to fund the acquisition of, Plan Securities in the
ordinary course of trading on the ASX, NYSE or from a new issue of Plan
Securities referred to in Rule 8 as directed from time to time by the Plan
Committee. The Plan Companies need not acquire, or fund the acquisition of, the
Plan Securities promptly after


 


9

















 


acceptance of an offer, or receipt of a notice of a proposed grant , by a
Participant, but must acquire, or fund the acquisition of, the Plan Securities
at the time determined by the Plan Committee.


 


4.5                              The Terms of Offer may provide that
a Participant will be compensated for any dividend payable on Plan Securities
as from a specified date or a specified dividend. If so, Rule 8.7 applies.


 


Note:                 If Participants
are entitled to compensation for dividends, they will also be entitled to
compensation for returns of capital and other distributions in accordance with Rule 8.7.


 


4.6                              Unless the Terms of Offer provide to the
contrary or the relevant Participant has agreed with the relevant Plan Company
to the contrary:


 


(a)                                the Australian Plan Company will acquire Rinker Shares on behalf of
Participants or convert Rinker ADRs into Rinker Shares to be held on behalf of
Participants; and


 


(b)                               the US Plan Company will acquire Rinker ADRs on behalf of Participants
or convert Rinker Shares into Rinker ADRs to be held on behalf of Participants.


 


4.7                              Any funds held by a Plan Company from
time to time and not required for the purposes of Rule 4.4 are to be paid
into a Plan Account.


 


4.8                              Plan Securities acquired under the Plan
for a Participant are to be Registered in the name of the Participant(1) nominated
by the Plan Committee within 14 days of the acquisition by the relevant Plan
Company subject to the terms of these Rules.


 


4.9                              Participants cannot receive fractions of
Plan Securities. Any Plan Securities remaining after the allocation of whole
Plan Securities are to be treated as Forfeited Securities and any funds
remaining after the acquisition of whole Plan Securities are to be treated as
the proceeds of sale of Forfeited Securities.


 


4.10                        The relevant Plan Company must notify
each Participant in writing within 90 days from the date on which Plan
Securities are acquired by that Participant under the Plan.


 


5.                                   Qualification
of securities resulting from performance


 


5.1                              Except as may be set out in the
relevant Terms of Offer, the Percentile Ranking will be calculated as of the
following days for each Parcel of Plan Securities acquired on behalf of a
Participant under the Plan:


 


(a)                                the last day of the Performance Period for that Parcel;


 


(b)                               subject to Rule 5.4, the day on which any Corporate Control
Event occurs but only if the Plan Committee determines (before or after the
relevant Corporate Control Event occurs) that this Rule 5.1(b) should
apply; and


 


(c)                                any other day or days on which the Plan Committee in its absolute
discretion determines for a specified Participant, specified Participants or
Participants generally if it forms the opinion that such a determination is in
the best interests of the Company.


 






(1)  As
noted in the definition of Registered, if Plan Securities are to be held in
nominee form, the Plan Securities will be registered in the name of the nominee
with only beneficial ownership vested in the Participant.


 


10

















 


5.2                              When the Percentile Ranking is
calculated for any Parcel of Plan Securities, a percentage of Plan Securities
in the Parcel may become qualified securities under the qualification schedule as
set out in the relevant Terms of Offer.


 


Note:                 The consequence of Plan Securities being
qualified securities under the qualification schedule set out in the
relevant Terms of Offer is only that the Plan Securities will have satisfied
paragraph (a) of the definition of Qualification Requirements where a
member of the Plan Committee has certified that they are so qualified. Additional
requirements may have to be met before the Plan Securities satisfy the
definition of Qualified Securities.


 


5.3                              If the Percentile Ranking is calculated
more than once under Rule 5.1 for any Parcel of Plan Securities and any
Plan Securities in the Parcel have previously become qualified securities under
the qualification schedule set out in the relevant Terms of Offer:


 


(a)                                those Plan Securities will remain qualified securities to the extent
previously calculated even if the Percentile Ranking is lower than previously
calculated;


 


(b)                               those Plan Securities (whether or not withdrawn from the Plan) will
comprise part (or all) of the Plan Securities in the Parcel that are
qualified securities as a result of a later calculation of the Percentile
Ranking; and


 


(c)                                if some Unqualified Securities in the Parcel have been forfeited
subsequently to the Plan Securities becoming qualified securities, a
corresponding proportion of the qualified securities must be disregarded in
applying Rule 5.3(b) subsequently.


 


5.4                              If the event in Rule 9.1(e) has
occurred, the Percentile Ranking will not be calculated under Rule 5.1(b) for
any Participant who is a person to whom section 200C of the Corporations Act applies.


 


6.                                   Withdrawals


 


6.1                              Plan Securities acquired by a
Participant will be held in the Plan, under the administrative control of a
Plan Company and subject to these Rules, the Trading Lock referred to in Rule 7.2,
and satisfaction or waiver of any Qualification Requirements applicable to such
Plan Securities, unless and until the Plan Securities are released from the
Plan under this Rule 6 or ownership of the Plan Securities has been
forfeited under Rule 12.


 


6.2                              The Plan Company will be entitled to
retain possession of any certificates or other documents evidencing title to
Plan Securities while such Plan Securities are held in the Plan.


 


6.3                              Subject to Rule 6.5, if Plan
Securities have not been forfeited under Rule 12, a Participant may submit
a Notice of Withdrawal of Securities to the relevant Plan Company, which Notice
is effective if and when approved by the Plan Committee.


 


6.4                              Where a Notice of Withdrawal of
Securities has been submitted by a Participant under Rule 6.3, the Plan
Company shall notify the Plan Committee and, subject to these Rules, approval
for withdrawal of Plan Securities will only be given by the Plan Committee
where:


 


(a)                                the Plan Committee has determined that approval is appropriate
(having regard to, among other things, whether or not circumstances have arisen
which give the Plan Committee reasonable grounds to suspect that a Participant’s
right or interest in the Plan Securities would or might be forfeited under Rule 12);
and


 


(b)                               the Plan Securities are Qualified Securities or any remaining
Qualification Requirements have been waived.


 


6.5                              At the time Plan Securities become
Qualified Securities, a Participant will be deemed to have submitted a Notice
of Withdrawal of Securities to the relevant Plan Company in respect of those


 


11

















 


Plan Securities, and approval of withdrawal of those Plan Securities will
be deemed to have been given by the Plan Committee, if:


 


(a)                                the Participant is an Eligible Non-Australian Employee; and


 


(b)                               the Plan Securities have not been forfeited under Rule 12; and


 


(c)                                no circumstances have arisen which give the Plan Committee
reasonable grounds to suspect that a Participant’s right or interest in the
Plan Securities would or might be forfeited under Rule 12.


 


6.6                              If a Notice of Withdrawal of Securities
is approved by the Plan Committee, or deemed to be approved by the Plan
Committee under Rule 6.5, the Company and the Plan Company must take all
reasonable steps to release those Plan Securities from the Plan, including
(without limitation) procuring the removal of the Trading Lock applied to those
Plan Securities and will, if requested, notify the Participant of the
particular time when the Trading Lock is removed.


 


6.7                              If a Participant ceases to be an
employee of all Group Companies (including by virtue of the employer of the
Participant ceasing to be a Group Company), the Participant will be deemed to
have submitted a Notice of Withdrawal of Securities in respect of all Plan
Securities held on behalf of the Participant (except for any Plan Securities
which are Forfeited Securities). For the avoidance of doubt, a Participant will
not cease to be an employee of all Group Companies where the Participant ceases
to be an employee of one Group Company and, in connection with such cessation,
becomes an employee of any other Group Company.


 


Note:                 Plan
Securities will not necessarily be withdrawn from the Plan unless the Plan
Committee determines, under Rule 6.4, that approval is appropriate for
particular Participants or classes of Participants.


 


6.8                              If a Participant owes money to any Group
Company, Plan Company or nominee, the Plan Committee may decline to act on
a Notice of Withdrawal of Securities submitted by the Participant (or a deemed
Notice of Withdrawal) until arrangements (which are satisfactory to the Plan
Committee) have been made for the payment of the money.


 


7.                                   Restrictions
in dealing with plan securities


 


7.1                              A Participant may not dispose of or
grant a Security Interest over any Plan Securities held under the Plan on his
or her behalf without a Notice of Withdrawal of Securities having been
submitted, or deemed to have been submitted in accordance with Rule 6.5,
and such Notice having been approved, or deemed to have been approved under Rule 6.5,
by the Plan Committee.


 


7.2                              Subject to the Listing Rules, a Trading
Lock will be applied by the Company to all Plan Securities held in the Plan
under Rule 6.1, and the relevant Plan Company may take any other
steps it considers necessary or appropriate to enforce and give effect to the
Qualification Requirements or the disposal restrictions under Rule 7.1. Each
Participant:


 


(a)                                irrevocably authorises the Company to apply a Trading Lock to Plan
Securities held by that Participant; and


 


(b)                               undertakes not to request the removal of the Trading Lock (or permit
or authorise another person to do so),


 


while those Plan Securities are held in the Plan under Rule 6.1.


 


12

















 


8.                                   Distributions
and other benefits


 


8.1                              Except as set out below, a Participant
is entitled to receive any dividend, return of capital or other distribution
(less Authorised Deductions) made in respect of Plan Securities Registered in
his or her name and held under the Plan (other than Forfeited Securities). This
applies notwithstanding that the Plan Securities remain subject to the
Qualification Requirements and the provisions of Rule 6.1.


 


Note:                 Participants
may be entitled to compensation for dividends, returns of capital or other
distributions paid before Plan Securities have been acquired on their behalf in
accordance with Rule 8.7.


 


8.2                              Where any bonus Plan Securities are
issued by the Company in respect of Plan Securities Registered in the name of a
Participant and held under the Plan (other than Forfeited Securities):


 


(a)                                the bonus Plan Securities will be regarded as Qualified Securities
to the extent that the bonus Plan Securities are a dividend; and


 


(b)                               any other bonus Plan Securities received by a Participant, except
where the Plan Committee determines to the contrary, will be regarded for the
purposes of the Plan as having been acquired and Registered in the name of the
Participant as part of the same Parcel, and be subject to the same
Qualification Requirements, as the Plan Securities to which the bonus is
attributable.


 


8.3                              Except where the Plan Committee decides
to apply Rules 8.4, 8.5 and 8.6 to a renounceable rights issue, where any
renounceable rights issue is made by the Company in respect of Plan Securities
Registered in the name of a Participant and held under the Plan (other than
Forfeited Securities):


 


(a)                                the relevant Plan Company must:


 


(i)                                  at the time and in the manner determined by it, sell a sufficient
number of rights so that the proceeds of sale equals or exceeds the exercise
price of the remaining rights; and


 


(ii)                               exercise those remaining rights;


 


(b)                               any of the Plan Securities received by the Plan Company on the
exercise of the rights, except where the Plan Committee determines to the
contrary, will be regarded for the purposes of the Plan as having been acquired
and Registered in the name of the Participant as part of the same Parcel,
and, except where the Plan Committee determines to the contrary, be subject to
the same Qualification Requirements, as the Plan Securities to which the rights
are attributable; and


 


(c)                                any funds remaining after the exercise of the rights and the payment
of any applicable expenses and Taxes are to be treated as the proceeds of sale
of Forfeited Securities.


 


8.4                              Where any rights issue (other than a
rights issue dealt with in Rule 8.3) is made by the Company in respect of
Plan Securities Registered in the name of a Participant and held under the Plan
(other than Forfeited Securities), a Participant may exercise such rights
(Rights) if, and only if, the exercise
price is funded by either or both of:


 


(a)                                a contribution paid by the Company or a Participating Group Company
on behalf of a Participant for this purpose, the amount of such contribution
(if any) to be determined by the Plan Committee in its absolute discretion;
and/or


 


(b)                               a contribution paid by the Participant.


 


8.5                              Except where the Plan Committee
determines to the contrary, to the extent that a Participant acquires Plan
Securities by exercising Rights using a contribution paid by the Company or a
Participating Group Company under Rule 8.4(a), the new Plan Securities
acquired by the


 


13

















 


Participant will be regarded for the purposes of the Plan as having been
acquired and Registered in the name of the Participant as part of the same
Parcel, and, except where the Plan Committee determines to the contrary, be
subject to the same Qualification Requirements, as the Plan Securities to which
the Rights are attributable.


 


8.6                              To the extent that Plan Securities are
acquired as a result of the exercise of Rights using a contribution paid by the
Participant under Rule 8.4(b) (Participant’s Contribution):


 


(a)                                a number of the new Plan Securities acquired equal to the amount of
the Participant’s Contribution divided by the Market Value of Plan Securities
on the day the Rights were exercised (rounded up) will be regarded as Qualified
Securities acquired and Registered in the name of the Participant; and


 


(b)                               the remainder of the new Plan Securities acquired by the
Participant, except where the Plan Committee decides to the contrary, will be
regarded for the purposes of the Plan as having been acquired and Registered in
the name of the Participant as part of the same Parcel, and, except where
the Plan Committee determines to the contrary, be subject to the same
Qualification Requirements, as the Plan Securities to which the Rights are
attributable.


 


8.7                              If a date is specified for the purposes
of Rule 4.5, each relevant Participant will be entitled to receive a
payment or payments in compensation for all dividends, returns of capital or
other distributions payable on Plan Securities which the Participant has not
received, but which would have been received by the Participant if the Plan
Securities offered to and accepted by, or of which notice of grant has been
given to and not refused by, the Participant had been acquired and Registered
in the name of the Participant as at the specified date or immediately before
the record date for the specified dividend. The amount of the payment is to be
calculated as determined by the Plan Committee in its absolute discretion. The
calculation must have regard to the value of any Australian dividend imputation
(franking) credits in the case of relevant Participants who would receive a
benefit from receiving such credits.


 


9.                                   Corporate
control event


 


9.1                              A corporate control event occurs where:


 


(a)                                an offer is made for Rinker Shares pursuant to a takeover bid under
Chapter 6 of the Corporations Act; or


 


(b)                               the Court sanctions under Part 5.1 of the Corporations
Act a compromise or arrangement relating to the Company or a
compromise or arrangement proposed for the purposes of or in connection with a
scheme for the reconstruction of the Company or its amalgamation with any other
company or companies; or


 


(c)                                any other merger, consolidation or amalgamation involving the
Company occurs which results in the holders of the Plan Securities immediately
prior to the merger, consolidation or amalgamation being entitled to 50 per cent
or less of the voting shares in the body corporate resulting from the merger,
consolidation or amalgamation; or


 


(d)                               Plan Securities held under the Plan are subject to compulsory
acquisition or cancelled (on a non pro-rata basis) under any law (including as
a result of a reduction of capital); or


 


(e)                                any Group Company or Group Companies enter into agreements to sell
in aggregate a majority in value of the businesses or assets (whether or not in
the form of shares in a Group Company) of all the Group Companies to a
person, or a number of related companies, none of which are Group Companies; or


 


14

















 


(f)                                  notice is duly given to members of a proposed resolution for the
voluntary winding up of the Company; or


 


(g)                               an administrator, liquidator, provisional liquidator, receiver or
receiver and manager is appointed in respect of substantially all of the assets
of the Company.


 


9.2                              Without limitation to any other
provisions of these Rules, if a Corporate Control Event occurs, the Plan
Committee may, in its absolute discretion:


 


(a)                                waive or modify (but not add to) any or all of the Qualification
Requirements in relation to all or any specified Participants;


 


(b)                               add to or vary any of these Rules without the need for consent
or approval under Rule 17.2;


 


(c)                                direct the relevant Plan Company to dispose of Plan Securities held
under the Plan (on behalf of all or any specified Participants) in such number
and on such terms as the Plan Committee determines; or


 


(d)                               take any other actions, or direct the relevant Plan Company to take
any other actions, as the Plan Committee determines,


 


provided that any actions taken under this Rule (when considered
together with the terms of any other arrangement or offer made available to Participants
in connection with the actions) do not, in the Plan Committee’s opinion,
materially disadvantage Participants.


 


9.3                              Without limiting Rule 9.2(d), if
the Plan Committee directs the relevant Plan Company to dispose of Plan
Securities in accordance with Rule 9.2(c), the Plan Committee may, in its
absolute discretion, direct the Plan Company to use the proceeds of such
disposal to acquire additional Plan Securities to be held under the Plan on
behalf of Participants (whether or not those Participants include the
Participants whose Plan Securities were sold).


 


9.4                              To the extent of any inconsistency
between Rule 9.2(d) and Rule 8, Rule 9.2(d) will
prevail.


 


10.                            Constitution
of plan committee on occurrence of corporate control event


 


10.1                        If a Corporate Control Event occurs,
this Rule 10 applies, unless the committee of persons referred to in Rule 10.2(a) by
majority resolution determine to the contrary.


 


10.2                        When this Rule 10 applies:


 


(a)                                all powers and discretions (including powers and discretions to make
determinations, make decisions, give approvals and form opinions) vested
in the Plan Committee under these Rules will be vested in, and exclusively
exercisable by, a committee of persons comprising the persons who held office
as directors of the Company immediately prior to the relevant Corporate Control
Event;


 


(b)                               the Plan Committee must only act in a way which, in the reasonable
opinion of that committee, causes the Plan to operate in a fair manner in
respect of existing Participants under the Plan (taken as a whole) and in so
acting the Plan Committee will be taken to be acting in the best interests of
the Company;


 


(c)                                any powers or discretions (including powers and discretions to make
determinations, make decisions, give approvals and form opinions) which
are only exercisable by the Plan Committee after it forms the opinion (however
expressed) that the exercise would be in the best interests of the Company,
will be exercisable if the Plan Committee acts in accordance with Rule 10.2(b);


 


15

















 


(d)                               the provisions of the Company’s Constitution (as in force
immediately prior to the relevant Corporate Control Event) relating to
committees of directors apply to the Plan Committee with any necessary changes
on the basis that the Plan Committee is entitled to sub-delegate, except that
no member of the Plan Committee need be a director of the Company;


 


(e)                                a majority of the remaining members of the Plan Committee may continue
to act despite any vacancy or vacancies resulting from any resignation, or
other loss of office, of any member or members of the Plan Committee, but if
there are fewer than three members of the Plan Committee remaining, the
majority may only act to fill some or all of those vacancies under Rule 10.2(f);


 


(f)                                  a majority of the remaining members of the Plan Committee may fill
any vacancy resulting from any resignation, or other loss of office, of any
member of the Plan Committee; and


 


(g)                               the Plan Committee may act, and confer benefits on any one or
more members of the Plan Committee, despite any one or more members of the Plan
Committee being interested in the subject matter of its deliberations.


 


11.                            Capital
reconstruction


 


11.1                        A capital reconstruction event occurs
where:


 


(a)                                Plan Securities are consolidated or subdivided; or


 


(b)                               shares or ADRs other than Plan Securities, in the Plan Committee’s
opinion, are substituted for, or replace, Plan Securities; or


 


(c)                                shares or ADRs other than Plan Securities are issued to or acquired
by persons holding Plan Securities in circumstances where, in the Plan
Committee’s opinion, the transaction under which the shares or ADRs are issued
or acquired is in substance a division of the business activities carried on by
the Company and the Group Companies into two or more separate groups.


 


11.2                        Unless the Plan Committee determines
that it is undesirable for this Rule to apply, if a Capital Reconstruction
Event occurs, any resulting shares or ADRs will be held under the Plan and the
Plan will apply to such shares or ADRs in a manner that is as near as possible
to the way the Plan applies to Plan Securities. In this regard, any or all
references to the Company in these Rules will, if the Plan Committee so
determines, be taken to be references to, or to include, the issuer of any such
shares or shares underlying such ADRs. The provisions of rule 17.2 do not
apply to any addition to or variation of these Rules which is considered
by the Plan Committee to be reasonably necessary to give effect to this Rule 11.2.


 


11.3                        If a Capital Reconstruction Event
referred to in paragraphs (b) or (c) of Rule 11.1 occurs, in
addition to any Notice of Withdrawal of Securities deemed to have been
submitted under Rule 6.7, each Participant will be deemed to have
submitted:


 


(a)                                a Notice of Withdrawal of Securities in respect of all Plan
Securities held on behalf of the Participant (except for any Plan Securities
which are Forfeited Securities); and


 


(b)                               a separate Notice of Withdrawal of Securities in respect of all
shares or ADRs other than Plan Securities held on behalf of the Participant
(except for any such shares or ADRs resulting from Forfeited Securities).


 


16

















 


Note:                 Plan
Securities of either type will not necessarily be withdrawn from the Plan
unless the Plan Committee determines, under Rule 6.4, that approval is
appropriate for particular Participants or classes of Participants.


 


11.4                        To the extent of any inconsistency
between Rule 11.2 and Rule 8, Rule 11.2 will prevail.


 


12.                            Forfeiture


 


12.1                        Each of the following events will be a
special circumstance in relation to a Participant:


 


(a)                                (retirement) the voluntary
cessation of a Participant’s employment with the Company or a Participating
Group Company in circumstances where, in the opinion of the Plan Committee, the
Participant intends to no longer work on a full-time or permanent part-time
basis;


 


(b)                               (permanent disablement) the
disablement of the Participant the effect of which, in the opinion of the Plan
Committee, is likely to be permanent and will stop the Participant continuing
his or her current employment with a Group Company;


 


(c)                                (death) the death of the
Participant;


 


(d)                               (Terms of Offer) any other
circumstances in relation to specified Participants or Participants generally stated
to constitute specified circumstances in the Terms of Offer of particular Plan
Securities; or


 


(e)                                (other circumstances) any other
circumstance as determined by the Plan Committee in its absolute discretion and
notified to the Participant in writing or by email.


 


12.2                        The Plan Committee may, in its absolute
discretion, decide that a Participant (and any person claiming through him or
her) will forfeit any right or interest in any Unqualified Securities or other
entitlements under the Plan to a Plan Company (or as otherwise directed by the
Plan Committee) if:


 


(a)                                the Performance Period has expired for the Parcel of which the Plan
Securities form part (whether or not the Plan Committee has
previously become empowered to decide that the Participant will forfeit such
right or interest under any other provision of this Rule 12 and whether or
not the Participant is an Eligible Employee when he or she would be required to
forfeit such right or interest); or


 


(b)                               except as otherwise provided in Rule 12.3, the Participant
ceases to be an employee of all Group Companies (including by virtue of the
employer of the Participant ceasing to be a Group Company or the occurrence of
a Special Circumstance) at a time when the Plan Securities acquired on behalf
of the Participant under the Plan are Unqualified Securities. For the avoidance
of doubt, a Participant will not cease to be an employee of all Group Companies
where the Participant ceases to be an employee of one Group Company and, in
connection with such cessation, becomes an employee of any other Group Company.


 


12.3                        If a Special Circumstance in relation to
a Participant occurs at least 12 months after the commencement of the
Performance Period for any Parcel of which Unqualified Securities form part,
the Plan Committee may, in its absolute discretion, decide that the Participant
(and any person claiming through him or her) will forfeit a percentage of any
right or interest in the Plan Securities or other entitlements under the Plan
to the Plan Company (or as otherwise directed by the Plan Committee)
proportionate to the period remaining until the expiry of the Performance
Period. The Percentile Ranking will be calculated for any Plan Securities not
forfeited under this Rule 12.3 in accordance with Rule 5 as if, subject
to Rule 5.3(c), the relevant Parcel comprised only Plan Securities not
forfeited.


 


17

















 


12.4                        Unless otherwise determined by the Plan
Committee, a Participant (and any person claiming through him or her) will
forfeit any right or interest in any Plan Securities (whether Qualified
Securities or Unqualified Securities) or other entitlements under the Plan to
the Plan Company (or as otherwise directed by the Plan Committee) if the
Participant has, in the opinion of the Plan Committee, been dismissed for a
reason which entitles the Company or a Group Company to dismiss the Participant
without notice, or has committed any act of fraud, defalcation or gross
misconduct in relation to the affairs of the Company or any Group Company
(whether or not charged with an offence).


 


12.5                        If the Plan Committee has formed the
view, in its reasonable opinion, that any Plan Securities held by a Participant
under the Plan could be forfeited under these Rules, as an alternative to the
Participant forfeiting any right or interest in the Plan Securities the Plan
Committee may, in its absolute discretion and despite Rule 7.1, allow a
person other than a Plan Company, the Company or any Group Company (or any
entity controlled by any of those persons) to acquire from the Participant for
a nominal amount all right or interest the Participant may have in the
relevant Plan Securities (Participant’s Interest),
provided that the Participant executes any document necessary or desirable for
transferring such right or interest and that person has executed any documents
required by the Plan Committee. At any time after a person (Transferee) acquires the Participant’s Interest in
accordance with this Rule, the Plan Committee may, in its absolute discretion,
decide that the Transferee  (and any
person claiming through the Transferee) will forfeit all right or interest in
the Plan Securities (or other entitlements under the Plan) to which the
Participant’s Interest relate and, immediately after such a decision, the
relevant Plan Securities are, and must be treated as, Forfeited Securities.


 


12.6                        By notice in writing, the Plan Committee
may require the relevant Plan Company:


 


(a)                                to re-allocate any Forfeited Securities to one or more Eligible
Employees as determined by the Plan Committee, subject to any conditions
specified by the Plan Committee, within 60 days of the Forfeited Securities
being transferred to a Plan Company; or


 


(b)                               in the case of the US Plan Company, to transfer any Forfeited
Securities to Merrill Lynch Trust Company, FSB or such other person appointed
to act as trustee under the Trust Agreement No. 2 dated 16 November 2004
(as amended) for the Rinker Materials Corporation Supplemental Executive Profit
Sharing 401(k) Plan, within 60 days of the Forfeited Securities being
transferred to the US Plan Company (or to any nominee for that trustee); or


 


(c)


 


(i)                                  to sell any Forfeited Securities on a financial market operated by
ASX or NYSE within 60 days of the Forfeited Securities being transferred to a
Plan Company; and


 


(ii)                               to apply part or all of the proceeds of sale of any Forfeited
Securities to satisfy any expenses (including Taxes) incurred in connection
with the Plan or to reimburse the Plan Company for any such expenses paid by
it; and


 


(iii)                            to deposit the proceeds of sale (after deducting any amounts
referred to in Rule 12.6(c)(ii)) of any Forfeited Securities in a Plan
Account in accordance with Rule 13.1.


 


12.7                        A Plan Company:


 


(a)                                subject to paragraph (b), must hold Forfeited Securities until it
receives a notice from the Plan Committee under Rule 12.6; and


 


(b)                               regardless of whether or not it has received a notice from the Plan
Committee under Rule 12.6, promptly sell on a financial market operated by
ASX or NYSE any Forfeited


 


18

















 


Securities still held by it after 55 days
to ensure that Forfeited Securities are disposed of within 60 days.


 


12.8                        Unless it is permitted to do so by the Corporations Act, a Plan Company must not transfer the
Forfeited Securities to the Company or any Group Company (other than another
Plan Company).


 


13.                            Plan
account


 


13.1                        There will be paid into a Plan Account:


 


(a)                                the proceeds of sale of any Forfeited Securities under Rule 12.6(c)(iii);


 


(b)                               any income (including any dividend, bonus issue or other benefit)
received in connection with any Forfeited Securities held by a Plan Company;


 


(c)                                the proceeds of any investment of the moneys held in a Plan Account,
in accordance with Rule 13.4; and


 


(d)                               any amounts payable to a Plan Account under Rule 4.7 or 18.3.


 


13.2                        A Plan Company is authorised to pay from
a Plan Account:


 


(a)                                all outgoings and expenses the Plan Company properly incurs in
buying, selling and otherwise dealing with Plan Securities for Participants under
the Plan;


 


(b)                               if and to the extent authorised by any agreement between the Plan
Company and the Company or any Participating Group Company, any Tax properly
payable by or imposed upon the Plan Company in connection with performing its
functions under these Rules (except for any Tax payable by the Plan
Company in respect of any fees payable to the Plan Company under any such
agreement);


 


(c)                                any other amounts that the Plan Committee authorises from time to
time; and


 


(d)                               amounts paid or applied under Rule 13.3.


 


13.3                        Any balance in a Plan Account from time
to time will either be:


 


(a)                                paid by a Plan Company to the Company or a Participating Group
Company (or as otherwise directed by the Plan Committee); or


 


(b)                               applied by a Plan Company to fund the acquisition of Plan Securities
for Participants in accordance with Rule 4.4, as though the relevant
amount were a contribution made under Rule 4.3,


 


as and when directed by the Plan Committee.


 


13.4                        Pending dealing with any amount in a
Plan Account under Rule 13.3, the Plan Company may invest the amount
in short term deposits or otherwise apply the amount for the purposes of the
Plan.


 


14.                            Authorised
deductions


 


14.1                        If a Plan Company, Group Company or
nominee (Relevant Person):


 


(a)                                incurs any brokerage, commissions or similar fees in buying, selling
or otherwise dealing with Plan Securities for Participants (other than the
initial acquisition of Plan Securities on behalf of a Participant and the
Registration of those Plan Securities in the name of the Participant under Rule 4);
or


 


19

















 


(b)                               reasonably considers that any Tax is or will be payable by it in
connection with the operation of the Plan,


 


then any such amounts referable to a Participant:


 


(c)                                may be deducted by the Plan Company from any contributions made
in respect of the Participant and paid to the Relevant Person,


 


and, to the extent that amounts referred to in Rules 14.1(a) and
14.1(b) are not recovered under Rule 14.1(c), they:


 


(d)                               may be deducted from the proceeds of the sale of any Qualified
Securities which the Plan Company (or other agent or attorney) sells under any
authority or instruction given by the Participant (including a power of
attorney granted in accordance with Rule 3.6) and paid to the Relevant
Person; and


 


(e)                                constitute money owed by the Participant to the Relevant Person for
the purposes of Rules 6.8.


 


15.                            Voting
rights


 


15.1                        Subject to the Listing Rules and
the terms of issue of relevant Plan Securities, a Participant may, from the time
that Plan Securities are acquired on behalf of the Participant and Registered
in the name of the Participant under Rule 4.8, either:


 


(a)                                exercise any voting rights attaching to Rinker Securities held in
the Plan and Registered in his or her name, or may appoint a proxy to
represent or vote for him or her, at any meeting of the members of the Company;
or


 


(b)                               direct any nominee holding Plan Securities on the Participant’s
behalf as to how any voting rights attaching to the Plan Securities are to be
exercised.


 


Note:                 Participants
will not be able to exercise voting rights until Plan Securities are acquired
in accordance with Rule 4.4.


 


15.2                        Voting rights attaching to Plan
Securities acquired under the Plan may not otherwise be exercised by any
Group Company or Plan Company.


 


16.                            Use of
nominees


 


16.1                        Subject to any restrictions imposed by
the Plan Committee from time to time in relation to specified Participants or
Participants generally, Plan Securities to be:


 


(a)                                registered in the name of a Participant under the Plan; or


 


(b)                               acquired, forfeited, disposed of or otherwise dealt with under the
Plan,


 


may be:


 


(c)                                registered in the name of a nominee or nominees with beneficial
ownership of the Plan Securities vested in the Participant (whether directly or
via a sub-nominee arrangement or arrangements); and


 


(d)                               acquired, forfeited, disposed of or otherwise dealt with under the
Plan by way of the Participant’s beneficial interest under the nominee (or
sub-nominee) arrangement.


 


20

















 


16.2                        The Plan Committee may from time to
time determine the terms of any nominee or sub-nominee arrangement applying to
any Participant, class of Participants or Participants generally.


 


16.3                        The Plan Committee may from time to
time specify how these Rules are to apply in relation to Plan Securities
registered, or to be registered, in the name of a nominee or held, or to be
held, via a sub-nominee arrangement.


 


16.4                        These Rules, and all references to Plan
Securities being Registered in the name of Participants, are to be interpreted
accordingly. Each Participant acknowledges and agrees that each Plan Company
and the Plan Committee may fulfil their obligations and exercise their
powers and discretions under the Plan as authorised by this Rule 16.


 


17.                            Variation
of rules


 


17.1                        The Plan Committee may add to or
vary any of these Rules, or waive or vary the application of any of these Rules in
relation to any Participant, at any time by resolution of the Plan Committee.


 


17.2                        If all additions or variations proposed
at any one time under Rule 17.1 (when considered together with the terms
of any other arrangement or offer made available to Participants) would, in the
Plan Committee’s reasonable opinion, materially disadvantage Participants in respect
of Plan Securities held under the Plan, the Plan Committee must obtain:


 


(a)                                the written consent of three-quarters of the Participants affected
by such addition or variation; or


 


(b)                               the approval of a majority consisting of three-quarters of those who
vote of the Participants affected by such addition or variation at a meeting or
by ballot (postal or otherwise) conducted in accordance with procedures
approved by the Plan Committee.


 


17.3                        In addition to its powers under Rule 17.1,
the Plan Committee, acting reasonably, may add to or vary any of these
Rules, or waive or vary the application of any of these Rules without the
consent or approval of any Participant so that offers or grants to Eligible
Employees, and Plan Securities held under the Plan, are eligible for any
taxation concessions available to employee share plans that are similar to the
taxation concessions available under the Plan at the time the Plan commences,
if:


 


(a)                                the provisions of Division 13A of Part III of the Income Tax Assessment Act 1936 (Cth) are amended, or
repealed and replaced with new legislation (whether such new legislation is
located in the Income Tax Assessment Act 1936
(Cth), Income Tax Assessment Act 1997 (Cth) or
in any other Act); and


 


(b)                               as a result, offers or grants to Eligible Employees, or Plan
Securities held under the Plan, are not eligible for all the taxation
concessions that were available under the Plan at the time the Plan commenced.


 


18.                            Termination
and suspension of the plan


 


18.1                        The operation of the Plan may be
terminated or suspended at any time by resolution of the Plan Committee.


 


18.2                        Where the Plan is terminated or
suspended, each Participant who holds Plan Securities subject to the Plan is
deemed to have submitted a Notice of Withdrawal of Securities in respect of all
of the Participant’s Plan Securities. Notwithstanding Rules 6.4 and 6.5,
but subject to Rules 7 and 12, the Plan Committee may decide to
permit Plan Securities then held by a Participant under the Plan which are
Unqualified Securities to be withdrawn from the Plan or give directions as to
how such


 


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Plan Securities are to be dealt with, and must give such other directions
to the Plan Companies regarding the operation of the Plan as the Plan Companies
may request.


 


18.3                        Upon termination of the Plan, any Plan
Securities remaining in the Plan after determinations under Rules 18.2
must be forfeited and sold and the proceeds paid into a Plan Account.


 


19.                            Connection
with other plans


 


Participation in the Plan does not affect, and is not affected by,
participation in any other incentive or other scheme operated by the Company
unless the terms of that other scheme provide otherwise.


 


20.                            Notices


 


Any notice or direction given under these Rules is validly given
if it is:


 


(a)                                handed to the person concerned; or


 


(b)                               sent by ordinary prepaid post to the person’s last known address; or


 


(c)                                sent by electronic means to the person’s last known electronic
address; or


 


(d)                               given in such manner as the Plan Committee from time to time
determines.


 


21.                            Governing
law


 


This Plan and the rights of the Participants under the terms and
conditions of the Plan shall be governed by the laws of the State of New South
Wales, Australia.


 


22.                            Administration
of the plan


 


22.1                        The Plan will be administered by the
Plan Committee in accordance with these Rules. The Plan Committee may make
regulations for the operation of the Plan which are consistent with these
Rules.


 


22.2                        Where the Rules provide for a
determination, decision, approval or opinion of the Plan Committee, such
determination, decision, approval or opinion of the Plan Committee shall be in
its absolute discretion.


 


22.3                        Any power or discretion which is
conferred on the Plan Committee by these Rules may be exercised by
the Plan Committee in the interests or for the benefit of the Company, and the
Plan Committee is not, in exercising any such power or discretion under any
fiduciary or other obligation to any other person.


 


22.4                        Where the Rules refer to an opinion
or state of mind (however expressed) of a group of persons, including the Plan
Committee, the group of persons will be taken to have that opinion or state of
mind if persons constituting a majority of the group each have that opinion or
state of mind.


 


22.5                        The determination, decision, approval or
opinion of the Plan Committee as to the interpretation, effect or application
of these Rules will be final.


 


22.6                        If, at any time, it is convenient to
convert currencies, including Australian currency to United States currency and
United States currency to Australian currency, the Plan Committee may determine
the exchange rates which are to apply for the purposes of the Plan.


 


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22.7                        The Plan Committee or the Company may take
and rely upon independent professional or expert advice in or in relation to
the exercise of any of their powers or discretions under these Rules. Where the
Plan Committee or the Company does take and rely upon advice, the Plan
Committee, each member of the Plan Committee and the Company are not liable to
either Plan Committee or any Participant for any loss suffered or incurred as a
result of such reliance.


 


22.8                        Any Plan Company may take and rely
upon independent professional or expert advice in or in relation to the
exercise of any of their powers or discretions under these Rules. Where a Plan
Company does take and rely upon advice, the Plan Company is not liable to the
Plan Committee, the Company, the other Plan Company or any Participant for any
loss suffered or incurred as a result of such reliance.


 


22.9                        The Plan Committee or the Company may delegate
any functions and powers under these Rules to any person or persons in its
absolute discretion. In particular, the Plan Committee or the Company may appoint,
and delegate the responsibilities of administration of the Plan to, a
specialist administration service provider or providers. The Plan Companies
must each give effect to any such appointment.


 


23.                            General


 


23.1                        The entitlement of the Participants and
these Rules are subject to the Company’s Constitution, the Listing Rules and
the Corporations Act.


 


23.2                        Notwithstanding any Rule, Plan
Securities may not be issued, assigned or dealt with under the Plan if to
do so would contravene the Corporations Act,
the Listing Rules or any other applicable laws.


 


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