**Exhibit 4.4.1.12**

 

**RGL**

** **

**Performance Share**

**Plan**

** **

**PlanRules**

 

 

**RinkerGroup Limited** (**Company**)

 

 

 

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**RGLPerformance 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**                                        | **12** |
| ** **     | ** **                                                                   | ** ** |
| **9.**         | **Corporate control event**                                                  | **14** |
| ** **     | ** **                                                                   | ** ** |
| **10.**        | **Constitution  of plan committee on occurrence of corporate control event** | **15** |
| ** **     | ** **                                                                   | ** ** |
| **11.**        | **Capital reconstruction**                                                   | **16** |
| ** **     | ** **                                                                   | ** ** |
| **12.**        | **Forfeiture**                                                               | **16** |
| ** **     | ** **                                                                   | ** ** |
| **13.**        | **Plan  account**                                                            | **18** |
| ** **     | ** **                                                                   | ** ** |
| **14.**        | **Authorised deductions**                                                    | **19** |
| ** **     | ** **                                                                   | ** ** |
| **15.**        | **Voting  rights**                                                           | **20** |
| ** **     | ** **                                                                   | ** ** |
| **16.**        | **Use  of nominees**                                                         | **20** |
| ** **     | ** **                                                                   | ** ** |
| **17.**        | **Variation of rules**                                                       | **20** |
| ** **     | ** **                                                                   | ** ** |
| **18.**        | **Termination  and suspension of the plan**                                  | **21** |
| ** **     | ** **                                                                   | ** ** |
| **19.**        | **Connection with other  plans**                                             | **21** |
| ** **     | ** **                                                                   | ** ** |
| **20.**        | **Notices**                                                                  | **21** |
| ** **     | ** **                                                                   | ** ** |
| **21.**        | **Governing  law**                                                           | **22** |
| ** **     | ** **                                                                   | ** ** |
| **22.**        | **Administration of the  plan**                                              | **22** |
| ** **     | ** **                                                                   | ** ** |
| **23.**        | **General**                                                                  | **23** |

 

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**Planrules**

 

**1.****                                  ****Purpose**

 

1.1                              The Company is establishing the Plan to:

 

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

 

(b)                               align the interests of Eligible Employees more closely to theinterests 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 theCompany’s longer term goals.

 

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

 

1.3                              It is the Company’s expectation thatParticipants will use Plan Securities acquired under the Plan to facilitatetheir compliance with the Company’s share ownership guidelines. For theavoidance of doubt, this Rule 1.3 is not intended to limit Participants’legal rights to request withdrawal of Plan Securities from the Plan under theseRules.

 

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

 

**2.****                                  ****Definitionsand interpretation**

 

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

 

**ADRs** mean American Depositary Receipts which evidence and represent aspecified number of underlying shares.

 

**ASX** means the Australian Stock Exchange Limited.

 

**AustralianPlan Company**means Readymix Holdings PtyLimited ACN 099 732 297 or such other person nominated by the Plan Committee asa replacement Australian Plan Company to facilitate acquisitions, disposals orforfeitures of Plan Securities in respect of Eligible Australian Employees fromtime to time.

 

**AuthorisedDeductions**means a deduction authorised by Rule 14.

 

**CapitalReconstruction Event** is defined in Rule 11.1.

 

**Company** means Rinker Group Limited ACN 003 433 118.

 

**CorporateControl Event** is defined in Rule 9.1.

 

**CorporationsAct** means the *CorporationsAct 2001*(Cth).

 

**EligibleAustralian Employee** means an EligibleEmployee who is an Australian resident for taxation purposes.

 

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**Eligible Employee** means any senior part-time or full-time employee or executivedirector of the Company or of any Participating Group Company who has beeninvited by the Plan Committee to participate in the Plan.

 

**EligibleNon-Australian Employee** means an EligibleEmployee who is not an Eligible Australian Employee.

 

**ForfeitedSecurities** means Plan Securities forfeitedunder Rule 12.

 

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

 

**ListingRules **means such of the officiallisting rules of the ASX and NYSE as apply to the Company from time totime.

 

**MarketValue**:

 

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

 

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

 

**Note:**                 MarketValue can be converted to any currency at the exchange rate determined by thePlan Committee in accordance with Rule 22.6.

 

**Multi-YearTSR**, of a particular company for a specifiedperiod, 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 untilthe 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 thereafteruntil the end of the specified period.

 

**Note:**                 Theeffect of this definition is that the Multi-Year TSR for a company for thenormal Performance Period will be the average of the TSRs for the three yearsended 31 March in the Performance Period.

 

**Noticeof Withdrawal of Securities** means a dulycompleted and executed request for permission to withdraw some or all ofhis/her Plan Securities from the Plan submitted by a Participant to the PlanCompany, in respect of Plan Securities previously notified by the Plan Companyas having been allocated to that Participant. Such Notice of Withdrawal ofSecurities shall specify the number of Plan Securities to be withdrawn and besubmitted 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 Participantunder the Plan in accordance with Rule 4.8 as a result of one particularoffer or grant.

 

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

 

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**ParticipatingGroup Company** means a Group Company (otherthan the Company) which has agreed to be bound by these Rules as requiredby Rule 3.2.

 

**PeerGroup**, in relation to a Parcel of PlanSecurities, means:

 

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

 

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

 

**Note:**                 Withoutlimitation, it may be appropriate for the Plan Committee to exercise itsdiscretion under paragraph (b) if:

 

•             there is a substantialchange in a company’s business profile;

 

•             a company ceases tradingor becomes insolvent;

 

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

 

•             a company undertakes ademerger; or

 

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

 

**PercentileRanking**, for a parcel of Plan Securities ona specified date,****means:

 

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

 

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

 

The Multi-YearTSRs for paragraph (a) are to be calculated for the period beginning atthe commencement of the Performance Period for the Parcel and ending on thespecified date.

 

**PerformancePeriod**, in relation to any Parcel, means:

 

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

 

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

 

**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 inaccordance with these Rules.

 

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**PlanAccount**means an account at a financialinstitution 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 relatedto the Plan.

 

**PlanCommittee** means:

 

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

 

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

 

**PlanCompany**means:

 

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

 

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

 

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

 

**PlanSecurities**means Rinker Shares or RinkerADRs and, except in Rule 11, any other shares or ADRs which are to be heldunder the Plan pursuant to that Rule.

 

**QualificationRequirements** means the followingrequirements which must be satisfied or waived before Plan Securities to whichan offer or grant relates may be withdrawn from the Plan by a Participant:

 

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

 

(b)                               in the case of an Eligible Non-Australian Employee, the requirementthat the Eligible Non-Australian Employee has not, prior to particular PlanSecurities becoming qualified securities under the qualification schedule setout 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 substitutebenefit be given by any Participating Group Company in lieu of those PlanSecurities; and

 

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

 

**QualifiedSecurities** means Plan Securities Registeredin the name of a Participant and held under the Plan for which all theQualification 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 ofthe Company; and

 

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

 

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

 

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

 

**Rights**is defined in Rule 8.4.

 

**RinkerADRs**means ADRs which evidence and representRinker Shares and which are listed for quotation on the NYSE.

 

**RinkerShares** means fully paid ordinary shares inthe capital of the Company which rank equally with and have the same rights asother fully paid ordinary shares in the capital of the Company and which arelisted for quotation on the ASX.

 

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

 

**SecurityInterest** means a mortgage, charge, pledge,lien or other encumbrance of any nature.

 

**SpecialCircumstance**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.

 

**Termsof Offer** means the terms and conditions ofeach offer to participate, or grant of participation, made, or notified, at thetime Eligible Employees are invited to participate, or given notice of aproposed grant, which are referred to in Rule 4.1.

 

**TradingLock**means a mechanism or mechanismsapproved by, and administered by or on behalf of the Company (including throughits share registry) that prevents Plan Securities acquired under the Plan beingdisposed of by a Participant until they are withdrawn from the Plan under Rule 6or the Plan Committee determines that ownership of the Plan Securities is to beforfeited in accordance with Rule 12.

 

**TSR**, of a particular company listed on a stock exchange for a specifiedperiod,****means the total shareholder return ofthat company taking into account share price appreciation and dividendsreceived over the specified period expressed as a ratio of the share price atthe beginning of the specified period. The TSR will be calculated by, or in accordance with recommendationsfrom, an external consultant to the Company approved by the Plan Committee fromtime to time.  Unless the Plan Committeedetermines to the contrary in the best interests of the Company:

 

(a)                                the opening share price of the particular company for the specifiedperiod will be taken to be the average of the closing prices of that companyfor the 30 trading days commencing at the beginning of the specified period onthe exchange that in the Plan Committee’s opinion is the primary exchange forthat company;

 

(b)                               the closing share price of the particular company for the specifiedperiod will be taken to be the average of the closing prices of that companyfor the 30 trading days ending at the end of the specified period on thatexchange; and

 

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

 

**UnqualifiedSecurities** means Plan Securities Registeredin the name of a Participant and held under the Plan which are not QualifiedSecurities.

 

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**USPlan Company** means Rinker MaterialsCorporation or such other person nominated by the Plan Committee as areplacement US Plan Company to facilitate acquisitions, disposals orforfeitures of Plan Securities in respect of Eligible Non-Australian Employeesfrom time to time.

 

2.2                              In these Rules, unless the contraryintention appears:

 

(a)                                reference to any legislation or any provision of any legislationincludes any modification or re-enactment of the legislation or any legislativeprovision substituted for, and all legislation and statutory instruments andregulations 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 andtrusts and vice versa;

 

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

 

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

 

(g)                               reference to any document or agreement includes reference to thatdocument or agreement as amended, novated, supplemented, varied or replacedfrom 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 acorresponding meaning; and

 

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

 

**3.****                                  ****Operation of the plan**

 

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

 

3.2                              The Plan will be operated in accordancewith these Rules which bind the Company, the Plan Companies, eachParticipant and each Group Company (other than the Company) which has agreedwith the Company to be bound by these Rules.

 

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

 

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

 

3.5                              All the expenses, costs and charges incurredby a Plan Company in operating the Plan (other than Authorised Deductions) mustbe paid:

 

(a)                                from the Plan Account; and

 

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

 

3.6                              Each Participant must grant anirrevocable power of attorney, in the form determined by the Plan Committeefrom time to time, to the Plan Company and to any other person or personsnominated by the Plan Committee, authorising the attorney:

 

(a)                                to acquire Plan Securities in the Participant’s name in accordancewith Rule 4 (if applicable) and to execute any documents necessary tosubscribe for Plan Securities on

 

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behalf of the Participant or to arrange for thetransfer of Plan Securities to the Participant for the purposes of these Rules;

 

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

 

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

 

(d)                               to dispose of, or otherwise deal with, any Plan Securities inaccordance with any directions given by the Plan Committee under Rule 9.2in 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 foror reimburse Authorised Deductions;

 

(f)                                  to agree to nominee or sub-nominee arrangements and deal with theParticipant’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 underthe Plan on the Participant’s behalf;

 

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

 

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

 

(j)                                   to engage in such other activities as are specified by the PlanCommittee 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 timein its absolute discretion make an offer to participate, or give notice of aproposed grant of participation, in the Plan to any Eligible Employee. Theoffers or notices of proposed grants may be on whatever terms, consistent withthese Rules, the Plan Committee decides. The Peer Group initially applying and full details of all applicableQualification Requirements must be set out in the offer or notice of proposedgrant.

 

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

 

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

 

4.4                              The Plan Companies must use each suchcontribution to acquire, or to fund the acquisition of, Plan Securities in theordinary course of trading on the ASX, NYSE or from a new issue of PlanSecurities referred to in Rule 8 as directed from time to time by the PlanCommittee.  The Plan Companies need notacquire, or fund the acquisition of, the Plan Securities promptly afteracceptance of an offer, or receipt of a notice of a proposed grant, by aParticipant, but must acquire, or fund the acquisition of, the Plan Securitiesat the time determined by the Plan Committee.

 

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

 

**Note:****                **If Participants are entitled to compensation for dividends, theywill also be entitled to compensation for returns of capital and otherdistributions in accordance with Rule 8.7.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

**5.****                                  ****Qualificationof securities resulting from performance**

 

5.1                              Except as may be set out in the relevantTerms of Offer, the Percentile Ranking will be calculated as of the followingdays for each Parcel of Plan Securities acquired on behalf of a Participantunder 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 ControlEvent occurs but only if the Plan Committee determines (before or after therelevant Corporate Control Event occurs) that this Rule 5.1(b) shouldapply; and

 

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

 

5.2                              When the Percentile Ranking iscalculated for any Parcel of Plan Securities, a percentage of Plan Securitiesin the Parcel may become qualified securities under the qualification schedule asset out in the relevant Terms of Offer.

 

**Note:****                **The consequence of Plan Securities beingqualified securities under the qualification schedule set out in therelevant Terms of Offer is only that the Plan Securities will have satisfiedparagraph (a) of the definition of Qualification Requirements where amember of the Plan Committee has certified that they are so qualified.  Additional requirements may have to be metbefore the Plan Securities satisfy the definition of Qualified Securities.

 

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

 

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

 

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

 

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

 

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

 

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

 

**6.****                                  ****Withdrawals**

 

6.1                              Plan Securities acquired by aParticipant will be held in the Plan, under the administrative control of aPlan 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 suchPlan Securities, unless and until the Plan Securities are released from thePlan under this Rule 6 or ownership of the Plan Securities has beenforfeited under Rule 12.

 

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

 

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

 

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

 

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

 

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

 

6.5                              At the time Plan Securities becomeQualified Securities, a Participant will be deemed to have submitted a Noticeof Withdrawal of Securities to the relevant Plan Company in respect of thosePlan Securities, and approval of withdrawal of those Plan Securities will bedeemed 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 Committeereasonable grounds to suspect that a Participant’s right or interest in thePlan Securities would or might be forfeited under Rule 12.

 

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

 

6.7                              If a Participant ceases to be anemployee of all Group Companies (including by virtue of the employer of theParticipant ceasing to be a Group Company), the Participant will be deemed tohave submitted a Notice of Withdrawal of Securities in respect of all PlanSecurities held on behalf of the Participant (except for any Plan Securitieswhich are Forfeited Securities). For the avoidance of doubt, a Participant willnot cease to be an employee of all Group Companies where the Participant ceasesto be an employee of one Group Company and, in connection with such cessation,becomes an employee of any other Group Company.

 

**Note:**                 PlanSecurities will not necessarily be withdrawn from the Plan unless the PlanCommittee determines, under Rule 6.4, that approval is appropriate forparticular Participants or classes of Participants.

 

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

 

**7.****                                  ****Restrictionsin dealing with plan securities**

 

7.1                              A Participant may not dispose of orgrant a Security Interest over any Plan Securities held under the Plan on hisor her behalf without a Notice of Withdrawal of Securities having beensubmitted, 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 TradingLock will be applied by the Company to all Plan Securities held in the Plan underRule 6.1, and the relevant Plan Company may take any other steps itconsiders necessary or appropriate to enforce and give effect to theQualification Requirements or the disposal restrictions under Rule 7.1.  Each Participant:

 

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

 

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

 

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

 

**8.****                                  ****Distributionsand other benefits**

 

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

 

**Note:**                 Participantsmay be entitled to compensation for dividends, returns of capital or otherdistributions paid before Plan Securities have been acquired on their behalf inaccordance with Rule 8.7.

 

8.2                              Where any bonus Plan Securities areissued by the Company in respect of Plan Securities Registered in the name of aParticipant and held under the Plan (other than Forfeited Securities):

 

----

 

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

 

(b)                               any other bonus Plan Securities received by a Participant, exceptwhere the Plan Committee determines to the contrary, will be regarded for thepurposes of the Plan as having been acquired and Registered in the name of theParticipant as part of the same Parcel, and be subject to the sameQualification Requirements, as the Plan Securities to which the bonus isattributable.

 

8.3                              Except where the Plan Committee decidesto apply Rules 8.4, 8.5 and 8.6 to a renounceable rights issue, where anyrenounceable rights issue is made by the Company in respect of Plan SecuritiesRegistered in the name of a Participant and held under the Plan (other thanForfeited Securities):

 

(a)                                the relevant Plan Company must:

 

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

 

(ii)                               exercise those remaining rights;

 

(b)                               any of the Plan Securities received by the Plan Company on theexercise of the rights, except where the Plan Committee determines to thecontrary, will be regarded for the purposes of the Plan as having been acquiredand 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 thesame Qualification Requirements, as the Plan Securities to which the rights areattributable; and

 

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

 

8.4                              Where any rights issue (other than arights issue dealt with in Rule 8.3) is made by the Company in respect ofPlan 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 byeither or both of:

 

(a)                                a contribution paid by the Company or a Participating Group Companyon 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 Committeedetermines to the contrary, to the extent that a Participant acquires PlanSecurities by exercising Rights using a contribution paid by the Company or aParticipating Group Company under Rule 8.4(a), the new Plan Securitiesacquired by the Participant will be regarded for the purposes of the Plan ashaving been acquired and Registered in the name of the Participant as part ofthe same Parcel, and, except where the Plan Committee determines to thecontrary, be subject to the same Qualification Requirements, as the PlanSecurities to which the Rights are attributable.

 

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

 

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

 

----

 

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

 

8.7                              If a date is specified for the purposesof Rule 4.5, each relevant Participant will be entitled to receive apayment or payments in compensation for all dividends, returns of capital orother distributions payable on Plan Securities which the Participant has notreceived, but which would have been received by the Participant if the PlanSecurities offered to and accepted by, or of which notice of grant has beengiven to and not refused by, the Participant had been acquired and Registeredin the name of the Participant as at the specified date or immediately beforethe record date for the specified dividend. The amount of the payment is to be calculated as determined by the PlanCommittee in its absolute discretion. The calculation must have regard to the value of any Australian dividendimputation (franking) credits in the case of relevant Participants who wouldreceive 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 underChapter 6 of the *Corporations Act*; or

 

(b)                               the Court sanctions under Part 5.1 of the *CorporationsAct*a compromise or arrangement relating to the Company or acompromise or arrangement proposed for the purposes of or in connection with ascheme for the reconstruction of the Company or its amalgamation with any othercompany or companies; or

 

(c)                                any other merger, consolidation or amalgamation involving theCompany occurs which results in the holders of the Plan Securities immediatelyprior to the merger, consolidation or amalgamation being entitled to 50 percent or less of the voting shares in the body corporate resulting from themerger, consolidation or amalgamation; or

 

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

 

(e)                                any Group Company or Group Companies enter into agreements to sellin aggregate a majority in value of the businesses or assets (whether or not inthe 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

 

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

 

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

 

9.2                              Without limitation to any otherprovisions of these Rules, if a Corporate Control Event occurs, the PlanCommittee may, in its absolute discretion:

 

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

 

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

 

----

 

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

 

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

 

provided thatany actions taken under this Rule (when considered together with the termsof any other arrangement or offer made available to Participants in connectionwith the actions) do not, in the Plan Committee’s opinion, materiallydisadvantage Participants.

 

9.3                              Without limiting Rule 9.2(d), ifthe Plan Committee directs the relevant Plan Company to dispose of PlanSecurities in accordance with Rule 9.2(c), the Plan Committee may, in itsabsolute discretion, direct the Plan Company to use the proceeds of suchdisposal to acquire additional Plan Securities to be held under the Plan onbehalf of Participants (whether or not those Participants include theParticipants whose Plan Securities were sold).

 

9.4                              To the extent of any inconsistencybetween Rule 9.2(d) and Rule 8, Rule 9.2(d) willprevail.

 

**10.****                           ****Constitutionof 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) bymajority resolution determine to the contrary.

 

10.2                        When this Rule 10 applies:

 

(a)                                all powers and discretions (including powers and discretions to makedeterminations, make decisions, give approvals and form opinions) vested in thePlan Committee under these Rules will be vested in, and exclusivelyexercisable by, a committee of persons comprising the persons who held officeas directors of the Company immediately prior to the relevant Corporate ControlEvent;

 

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

 

(c)                                any powers or discretions (including powers and discretions to makedeterminations, make decisions, give approvals and form opinions) which areonly exercisable by the Plan Committee after it forms the opinion (howeverexpressed) 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);

 

(d)                               the provisions of the Company’s Constitution (as in forceimmediately prior to the relevant Corporate Control Event) relating tocommittees of directors apply to the Plan Committee with any necessary changeson the basis that the Plan Committee is entitled to sub-delegate, except thatno member of the Plan Committee need be a director of the Company;

 

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

 

----

 

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

 

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

 

**11.****                           ****Capital reconstruction**

 

11.1                        A capital reconstruction event occurswhere:

 

(a)                                Plan Securities are consolidated or subdivided; or

 

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

 

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

 

11.2                        Unless the Plan Committee determinesthat it is undesirable for this Rule to apply, if a Capital ReconstructionEvent occurs, any resulting shares or ADRs will be held under the Plan and thePlan will apply to such shares or ADRs in a manner that is as near as possibleto the way the Plan applies to Plan Securities. In this regard, any or allreferences to the Company in these Rules will, if the Plan Committee sodetermines, be taken to be references to, or to include, the issuer of any suchshares or shares underlying such ADRs. The provisions of rule 17.2 do notapply to any addition to or variation of these Rules which is consideredby the Plan Committee to be reasonably necessary to give effect to this Rule 11.2.

 

11.3                        If a Capital Reconstruction Eventreferred to in paragraphs (b) or (c) of Rule 11.1 occurs, inaddition to any Notice of Withdrawal of Securities deemed to have beensubmitted under Rule 6.7, each Participant will be deemed to havesubmitted:

 

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

 

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

 

**Note:**                 PlanSecurities of either type will not necessarily be withdrawn from the Planunless the Plan Committee determines, under Rule 6.4, that approval isappropriate for particular Participants or classes of Participants.

 

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

 

**12.****                           ****Forfeiture**

 

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

 

(a)                                (**retirement**) the voluntarycessation of a Participant’s employment with the Company or a ParticipatingGroup Company in circumstances where, in the opinion of the Plan Committee, theParticipant intends to no longer work on a full-time or permanent part-timebasis;

 

----

 

(b)                               (**permanent disablement**) thedisablement of the Participant the effect of which, in the opinion of the PlanCommittee, is likely to be permanent and will stop the Participant continuinghis or her current employment with a Group Company;

 

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

 

(d)                               (**Terms of Offer**) any othercircumstances in relation to specified Participants or Participants generallystated to constitute specified circumstances in the Terms of Offer ofparticular Plan Securities; or

 

(e)                                (**other circumstances**) any othercircumstance as determined by the Plan Committee in its absolute discretion andnotified to the Participant in writing or by email.

 

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

 

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

 

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

 

12.3                        If a Special Circumstance in relation toa Participant occurs at least 12 months after the commencement of thePerformance 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 anyright or interest in the Plan Securities or other entitlements under the Planto the Plan Company (or as otherwise directed by the Plan Committee)proportionate to the period remaining until the expiry of the PerformancePeriod.  The Percentile Ranking will becalculated for any Plan Securities not forfeited under this Rule 12.3 inaccordance with Rule 5 as if, subject to Rule 5.3(c), the relevantParcel comprised only Plan Securities not forfeited.

 

12.4                        Unless otherwise determined by the PlanCommittee, a Participant (and any person claiming through him or her) willforfeit any right or interest in any Plan Securities (whether QualifiedSecurities or Unqualified Securities) or other entitlements under the Plan tothe Plan Company (or as otherwise directed by the Plan Committee) if theParticipant has, in the opinion of the Plan Committee, been dismissed for areason which entitles the Company or a Group Company to dismiss the Participantwithout notice, or has committed any act of fraud, defalcation or grossmisconduct 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 theview, in its reasonable opinion, that any Plan Securities held by a Participantunder the Plan could be forfeited under these Rules, as an alternative to theParticipant forfeiting any right or interest in the Plan Securities the PlanCommittee may, in its absolute discretion and despite Rule 7.1, allow aperson other than a Plan Company, the Company or any Group Company (or anyentity controlled by any of those persons) to acquire from the

 

----

 

Participant for anominal amount all right or interest the Participant may have in the relevantPlan Securities (**Participant’s Interest**), providedthat the Participant executes any document necessary or desirable fortransferring such right or interest and that person has executed any documentsrequired by the Plan Committee.  At anytime after a person (**Transferee**)acquires the Participant’s Interest in accordance with this Rule, the PlanCommittee may, in its absolute discretion, decide that the Transferee (and anyperson claiming through the Transferee) will forfeit all right or interest inthe Plan Securities (or other entitlements under the Plan) to which theParticipant’s Interest relate and, immediately after such a decision, therelevant Plan Securities are, and must be treated as, Forfeited Securities.

 

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

 

(a)                                to re-allocate any Forfeited Securities to one or more EligibleEmployees as determined by the Plan Committee, subject to any conditionsspecified by the Plan Committee, within 60 days of the Forfeited Securitiesbeing transferred to a Plan Company; or

 

(b)                               in the case of the US Plan Company, to transfer any ForfeitedSecurities to Merrill Lynch Trust Company, FSB or such other person appointedto act as trustee under the Trust Agreement No. 2 dated 16 November 2004(as amended) for the Rinker Materials Corporation Supplemental Executive ProfitSharing 401(k) Plan, within 60 days of the Forfeited Securities beingtransferred 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 byASX or NYSE within 60 days of the Forfeited Securities being transferred to aPlan Company; and

 

(ii)                               to apply part or all of the proceeds of sale of any ForfeitedSecurities to satisfy any expenses (including Taxes) incurred in connectionwith the Plan or to reimburse the Plan Company for any such expenses paid byit; and

 

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

 

12.7                        A Plan Company:

 

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

 

(b)                               regardless of whether or not it has received a notice from the PlanCommittee under Rule 12.6, promptly sell on a financial market operated byASX or NYSE any Forfeited Securities still held by it after 55 days to ensurethat 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 theForfeited Securities to the Company or any Group Company (other than anotherPlan 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 froma Plan Account:

 

(a)                                all outgoings and expenses the Plan Company properly incurs inbuying, selling and otherwise dealing with Plan Securities for Participantsunder the Plan;

 

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

 

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

 

(d)                               amounts paid or applied under Rule 13.3.

 

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

 

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

 

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

 

as and when directed by the Plan Committee.

 

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

 

**14.****                           ****Authorised deductions**

 

14.1                        If a Plan Company, Group Company ornominee (**Relevant Person**):

 

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

 

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

 

then any suchamounts referable to a Participant:

 

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

 

and, to theextent that amounts referred to in Rules 14.1(a) and 14.1(b) arenot recovered under Rule 14.1(c), they:

 

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

 

----

 

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

 

**15.****                           ****Voting rights**

 

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

 

(a)                                exercise any voting rights attaching to Rinker Securities held inthe Plan and Registered in his or her name, or may appoint a proxy to representor 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’sbehalf as to how any voting rights attaching to the Plan Securities are to beexercised.

 

**Note:**                 Participantswill not be able to exercise voting rights until Plan Securities are acquiredin accordance with Rule 4.4.

 

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

 

**16.****                           ****Use of nominees**

 

16.1                        Subject to any restrictions imposed bythe Plan Committee from time to time in relation to specified Participants orParticipants 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 thePlan,

 

may be:

 

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

 

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

 

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

 

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

 

16.4                        These Rules, and all references to PlanSecurities being Registered in the name of Participants, are to be interpretedaccordingly.  Each Participant acknowledgesand agrees that each Plan Company and the Plan Committee may fulfil theirobligations and exercise their powers and discretions under the Plan asauthorised by this Rule 16.

 

**17.****                           ****Variation of rules**

 

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

 

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

 

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

 

(b)                               the approval of a majority consisting of three-quarters of those whovote of the Participants affected by such addition or variation at a meeting orby ballot (postal or otherwise) conducted in accordance with proceduresapproved 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 consentor approval of any Participant so that offers or grants to Eligible Employees,and Plan Securities held under the Plan, are eligible for any taxationconcessions available to employee share plans that are similar to the taxationconcessions 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, orrepealed and replaced with new legislation (whether such new legislation islocated in the *Income Tax Assessment Act*1936(Cth), *Income Tax Assessment Act*1997 (Cth) orin any other Act); and

 

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

 

**18.****                           ****Terminationand suspension of the plan**

 

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

 

18.2                        Where the Plan is terminated orsuspended, each Participant who holds Plan Securities subject to the Plan isdeemed to have submitted a Notice of Withdrawal of Securities in respect of allof the Participant’s Plan Securities. Notwithstanding Rules 6.4 and 6.5, but subject to Rules 7 and12, the Plan Committee may decide to permit Plan Securities then held by aParticipant under the Plan which are Unqualified Securities to be withdrawnfrom the Plan or give directions as to how such Plan Securities are to be dealtwith, and must give such other directions to the Plan Companies regarding theoperation of the Plan as the Plan Companies may request.

 

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

 

**19.****                           ****Connection with other plans**

 

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

 

**20.****                           ****Notices**

 

Any notice ordirection 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 electronicaddress; or

 

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

 

**21.****                           ****Governing law**

 

This Plan andthe rights of the Participants under the terms and conditions of the Plan shallbe 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 thePlan Committee in accordance with these Rules. The Plan Committee may makeregulations for the operation of the Plan which are consistent with theseRules.

 

22.2                        Where the Rules provide for adetermination, decision, approval or opinion of the Plan Committee, suchdetermination, decision, approval or opinion of the Plan Committee shall be inits absolute discretion.

 

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

 

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

 

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

 

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

 

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

 

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

 

22.9                        The Plan Committee or the Company maydelegate any functions and powers under these Rules to any person orpersons in its absolute discretion.  Inparticular, the Plan Committee or the Company may appoint, and delegate theresponsibilities of administration of the Plan to, a specialist administrationservice provider or providers.  The PlanCompanies must each give effect to any such appointment.

 

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**23.****                           ****General**

 

23.1                        The entitlement of the Participants andthese Rules are subject to the Company’s Constitution, the Listing Rules andthe *Corporations Act*.

 

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

 

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