**Exhibit 4.4.1.5**

 

April 19, 2004

 

Ms. Sharon DeHayes

50 Cayman Place

Palm Beach Gardens, FL 33418

 

Re:  Readymix Holdings Pty Limited Position

 

Dear Sharon:

 

This letter is being sent toyou in accordance with your offer by Readymix Holdings Pty Limited (“***Readymix Australia***”)to serve in the capacity of Chief Executive of Readymix Australia (the “***Position***”) for aperiod of three years (the “***Term***”) commencing on July 1, 2004, the terms of whichare more specifically set forth in the letter (the “***Letter***”) fromReadymix Holdings Pty Limited to you dated April 19, 2004, a copy of which isattached hereto as Exhibit A.  Ithas been agreed to allow you to serve in the Position, for the duration of theTerm, and also to retain you as an employee of Rinker Materials Corporation (“***Rinker Materials***”)during that time.  The purpose of thisletter is to set forth the terms of our obligations to you, and yourobligations to Rinker Materials while you are serving in the Position.

 

Pursuant to the terms of theLetter, you will be required to relocate to Sydney, Australia in order to servein the Position, and the fulfillment of your duties will require substantiallyall of your time and attention available for business matters.  Accordingly, you will not be able to serveRinker Materials in accordance with the terms of your employment agreement (the“***Employment Agreement***”),dated August 1, 2001.  We have thereforeagreed to make certain modifications to your Employment Agreement, whichmodifications will be effective during the Term, in order to allow you tofulfill your duties as Chief Executive of Readymix Australia.

 

Each of us agrees as followsfor the duration of the Term:

 

(a)                                  You will be relieved of your duty to providesubstantially all of your time and attention during normal business hours tothe business and affairs of Rinker Materials so that you may devote such timeto the fulfillment of your duties in the Position;

 

(b)                                 With respect to your Compensation during theTerm, Rinker Materials will continue to pay your annual base salary.

 

(c)                                  You will continue to be able to participatein Rinker Materials’ Profit Sharing 401(k) Plan and the Supplemental ExecutiveProfit Sharing 401(k), such participation will be based by taking into accountonly your compensation from Rinker Materials thereby excluding any bonus thatmay be paid to you by Readymix Australia.

 

----

 

(d)                                 You will not be entitled to any fringebenefits otherwise available to Rinker Materials executives, including, withoutlimitation, cell phones, lap-top computers, etc.;

 

(e)                                  You will not be entitled to receive any carallowance from Rinker Materials;

 

(f)                                    You will not receive any club membershipbenefits from Rinker Materials;

 

(g)                                 You will not receive reimbursement fromRinker Materials for any business or personal expenses; provided, however, thatRinker Materials agrees to pay the reasonable relocation costs associated withyour repatriation to the United States at the conclusion of the Term; and

 

(i)                                     Rinker Materials will not maintain officespace and support staff for your benefit.

 

The modifications to yourEmployment Agreement set forth above shall be only for the duration of theTerm.  All other terms and conditions ofyour Employment Agreement shall remain in effect for the duration of the Termunaffected by the terms of this letter agreement.  At the conclusion of the Term, your Employment Agreement shallagain become effective on all of the terms and conditions contained therein,and this letter agreement shall terminate.

 

In the unlikely event thatyou are terminated while in the Position for misconduct, you agree that suchtermination shall constitute “Cause” for purposes of your Employment Agreementwith Rinker Materials, and shall entitle Rinker Materials to terminate yourEmployment Agreement pursuant to Section 4(c) thereof.

 

This letter agreement shallbe governed in all respects by the laws of the State of Florida, without regardto conflict of law principles.

 

If the foregoing conformswith your understanding of our agreement, please execute the enclosed copy ofthis letter and return it to my attention.

 
|                                               | Very Truly Yours,            |
|----------------------------------------------------|------------------------------|
|                                               |                         |
|                                               | RINKER MATERIALS CORPORATION |
|                                               |                         |
|                                               |                         |
|                                               | By:                          | /s/ David V. Clarke |   |
|                                               |                         | David V. Clarke, Chief Executive Officer |
|                                               |                         |
| AGREED AND ACCEPTED, this  19th day of April, 2004 |                         |
|                                               |                         |
|                                               |                         |
| /s/ Sharon DeHayes                                 |                         |   |
| Sharon DeHayes                                     |                         |
|                                                    |                              |  |  |  |

 

2

----

 

 

April 19, 2004

 

Ms. Sharon DeHayes

50 Cayman Place

Palm Beach Gardens, FL 33418

 

Dear Sharon,

 

I am delighted to be able tooffer you the position of Chief Executive of Readymix Australia for a period ofthree years, commencing July 1, 2004 (‘the appointment’).

 

You will be receiving a letterunder separate cover from Rinker Materials Corporation explaining that if youaccept the offer, you will remain employed by Rinker Materials Corporationduring the period of the appointment. The letter will also set out the terms that will apply in the context ofyour employment with Rinker Materials Corporation.

 

Your base salary will beincreased from $US280,000 to $US310,000. You will be eligible for the next salary review cycle which is scheduledfor October 2004.  Your payroll willcontinue to be processed in the US and you will receive these amounts in USfunds.

 

In addition, you will beeligible for relocation and expatriate assistance appropriate for yourposition.

 

Yours sincerely

 
| /s/ David  Clarke        |
|--------------------------|
| David Clarke             |
| Chief  Executive Officer |

 

I accept the offer andconditions as outlined in this letter.

 

 
| /s/ Sharon  DeHayes |   | April 19,  2004 |
|---------------------|--------|-----------------|
| Sharon  DeHayes     |   | Date            |

 

----