**Exhibit4.1.4**
| 24 August 2001 |   | **Private and Confidential** |
|----------------|--------|------------------------------|

 

Mr Warren Saxelby110 Prices CircuitWoronora NSW 2232

 

Dear Warren

 

**APPOINTMENT - CHIEF FINANCIAL OFFICER**

 

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

 

The terms and conditions ofemployment are attached. If you have any questions regarding them please do nothesitate to contact me. Otherwise, would you please sign the duplicate copy ofthis letter where indicated and initial each page of the attached terms andconditions and return these to me.

 

I take this opportunity towelcome you to CSR and hope that you will find your time with the company bothchallenging and rewarding.

 

Yours sincerely,

 

 

 

Peter Kirby

Managing Director

 

I accept the offer asoutlined in this letter and the attached terms and conditions of employmentdated (date).

 
| My commencement date will  be  | 29/10/01 |   |   |   |
|-------------------------------------|----------|--------|--------|--------|
|                                |     |   |
| Signed                              |          |   |   | Date   | 26/8/01 |   |
|                                     |          |        |        |        |  |  |  |  |

 

CSR Limited, ABN90 000 001 276. Human Resources. Level 3, 9 Help Street, Chatswood, NSW 2067,Australia

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

 

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**TERMS AND CONDITIONS OF EMPLOYMENTof WARREN SAXELBY by CSR LIMITED on 29 OCTOBER 2001for CHIEF FINANCIAL OFFICER at CHATSWOOD reporting toPETER KIRBY, MANAGING DIRECTOR**

 

**Sign-on Payment**

 

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

 

**Remuneration**

 

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

 

Your Package will bereviewed annually effective 1 July. Reviews will have regard to relevantfactors such as market data, individual performance, current duties andeconomic circumstances.

 

Your Base Remuneration isset at 75% of your Fixed Remuneration. This is a notional figure on whichentitlements for incentives, leave and severance (if applicable) arecalculated.

 

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

 

**Current Package Options**

 

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

* *

***First vehicle***

**•*****                 ******NovatedLease arrangement****-*a newvehicle or second hand vehicle.  Thecharge to be deducted from your Fixed Remuneration will be:

•                  a monthly lease payment, and

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

 

**•****                 *****Secondvehicle on novated lease****-*thisvehicle can be new or second-hand, or an existing vehicle may be sold into alease.

 

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

 

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

 

•                  ***Superannuationcontributions****-*thereis some flexibility as to the amount of your Fixed Remuneration which isdirected to superannuation.

 

Warren Saxelby24/8/01

 

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**Superannuation**

 

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

 

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

 

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

 

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

 

Subject to certainconditions, contributions can also be made to CSR Super by or on behalf of thespouses of CSR Super members. 

 

Further information aboutCSR Super and the choices that need to be made will be available on commencementof employment or earlier if required.

 

**Leave Entitlements**

 

You are entitled to leave asprovided in the CSR Staff (Consolidated) Award 2000 which includes personalleave (comprising sick, carer’s and bereavement leave) and unpaid parentalleave.

 

**Financial Planning**

 

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

 

**Short Term Incentive**

 

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

 

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

 

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Details of ESAP and how it operates will beavailable shortly.

 

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

 

**Long Term Incentive**

 

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

 

**Additional Long Term Incentive**

 

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

 

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

 

(b)         Your entitlement to each Additional LTI Bonuswill be conditional on total returns to CSR shareholders (share price growthand dividends reinvested) exceeding the bespoke ASX All IndustrialsAccumulation Index approved by shareholders at the 2000 Annual Meeting,measured over the period from 25 July 2000 through to the date the relevant endof year results are announced, or between that announcement date and 25 July2004.

 

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

 

**Employee Share Plans**

 

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

 

**Policies and Guidelines**

 

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

 

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The current terms of twoimportant policies (in outline) are:

 

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

 

•                  ***No SmokingPolicy****-*CSR has a NoSmoking Policy.  This means that smokingis not allowed on CSR premises nor during your working hours.

 

**Property / Confidential Information**

 

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

 

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

 

**Inventions**

 

You are required toimmediately inform CSR of any invention or innovation developed either byyourself or with others, in connection with your employment. You will assistCSR, at its expense but without payment to you, to obtain ownership andprotection of such invention or innovation to the extent of your rights to it.

 

**Hours of work**

 

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

 

**Termination of Employment**

 

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

 

The company may terminateyour employment by giving you eighteen months’ notice in writing, or pay inlieu of notice.

 

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

 

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

 

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

 

The Company may terminateyour employment without notice and without payment in lieu of notice formisconduct.

 

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

 

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

 

**Awards/Agreements**

 

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

 

•            CSR Staff (Consolidated) Award, 2000

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

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

•            CSR Limited Senior Staff RemunerationPackaging Arrangements Certified Agreement, 1998.

 

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

 

**CSR Limited Officers’ Association**

 

You will be eligible to jointhe CSR Limited Officers’ Association.

 

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27 June 2003

 

Manager CompaniesCompany Announcements OfficeAustralian Stock Exchange LtdLevel 4, Stock Exchange Centre20 Bridge Street

Sydney  NSW 2000

 

Dear Sir,

 

**Revised Employment Contract, Mr. Alec Brennan**

 

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

 

Yours sincerely,

G J HughesCompany Secretary

 

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**Dr I D Blackburne**Chairman

 

**STRICTLY CONFIDENTIAL**

 

26 June 2003

 

Mr Alec Brennan18 Glenview Street**GREENWICH  NSW  2065**

 

Dear Alec,

 

**Employment arrangements**

 

I refer to our discussionsregarding your employment arrangements, and I am very pleased to set out whatis proposed as the terms governing your continued appointment by CSR Limited(the **“Company”)**as the ManagingDirector and Chief Executive Officer of the Company.

 

**Position and responsibilities**

 

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

 

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

 

**Term and renewal**

 

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

 

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

 

CSR Limited, ABN90 000 001 276.        9 Help Street,Chatswood, NSW 2067, Australia

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

 

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theCompany states its intention to continue the discussion on the terms of arenewal your appointment will continue until terminated by either party on sixmonths’ notice.

 

**General duties**

 

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

 

6.                                                                                       You will undertake travel within or outsideAustralia on the business of the Company as may reasonably be required of youby the Board.

 

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

 

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

 

**Salary and benefits**

 

9.                                                                                       Your remuneration will comprise the followingelements:

 

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

 

Thesalary component is payable on a monthly basis (less applicable tax) by directdeposit to a financial institution nominated by you. The TFR includes allremuneration otherwise payable in relation to any other office you hold inrelation to a Group company.

 

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

 

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

 

AN Brennan

 

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

 

11.                                                                                 The Company will also:

 

(a)                                                                                  provide for your benefit payment orreimbursement of up to $5,000 annually to fund personal and financial planningadvice;

 

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

 

(c)                                                                                  reimburse all reasonable Company expensessuch as mobile phone and appropriate client entertainment in accordance withthe Company’s policy from time to time; and

 

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

 

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

 

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

 

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

 

**Leave entitlements**

 

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

 

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

 

**Intellectual property, moral rights and confidentiality**

 

17.                                                                                 Any invention, process, concept, technology,design, knowhow, copyrightable work or other intellectual property (whether ornot registrable) relating to the

 

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

 

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

 

19.                                                                                 The maintenance of confidentiality isfundamental to the operations and success of the Company, and accordingly youwill not, either during (except in the proper course of your duties) or afteryour employment, divulge to any person any trade secret or private orconfidential information concerning the business or finances, or clients of theGroup. You will provide all assistance reasonably requested by the Company inconnection with any proceedings the Company may take against any person forunauthorised use, copying or disclosure of confidential information.

 

**Termination**

 

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

 

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

 

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

 

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

 

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

 

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(a)                                                                                  you commit gross negligence, grossincompetence, or any fraud, misappropriation, dishonesty, serious criminalconduct or other serious wilful misconduct;

 

(b)                                                                                 you are guilty of a serious or persistentbreach of your employment obligations which is not remediable, or ifremediable, is not remedied promptly after the Company gives you noticespecifying the breach;

 

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

 

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

* *

23*.**                                                                                *If the Company wishes to terminate yourappointment under paragraph 22(b) above, then the Company must first provideyou with written notice of its intention to do so, and the Company must giveyou a reasonable opportunity to show cause to the Board why your appointmentshould not be terminated. The Company may until this has been done suspend youfrom the performance of your duties, but without loss of remuneration orbenefits.

 

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

 

25.                                                                                 A termination of your employment by theCompany is only to be taken following a resolution of the Board authorisingthat action.

 

26.                                                                                 If at the end of the Term there has been norenewal of your appointment and you have accrued annual leave or long serviceleave, you may commence leave and stay employed by the Company until theexpiration of the leave, or an earlier date chosen by you, but from 1 April2007 your appointment as Managing Director and Chief Executive Officer willcease, you will cease to be a director of the Company and any other company inthe Group, you will hold no other office or position within the Group, your TFRwill remain unchanged and not subject to further review and you will not beentitled to an STI for the period of leave.

 

27.                                                                                 On cessation of your appointment for anyreason:

 

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

 

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

 

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

 

**Payment for past services and as compensation for loss ofoffice**

 

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

 

(a)                                  an amount which is equal to 1.5 times thevalue of your then-current TFR or, if cessation occurs later than 30 September2005, the value of that part of your then-current TFR for the remainder of theTerm;

 

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

 

(c)                                  an amount which is equal to half of yourmaximum STI for the then-current year, being 45% of your then-current TFR, or,if cessation occurs between 1st April 2006 and 31st March2007, a proportionate part of that amount.

 

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

 

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

 

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

 

Ifat the time the LTI is payable you are not an employee of the Company you willbe paid the LTI in cash.

 

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

 

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**Miscellaneous**

 

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

 

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

 

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

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If the above terms areacceptable to you, would you please signify your agreement by signing and datingthe enclosed copy of this letter and returning it to me. Your so doing willconstitute the agreement between the Company and yourself. I confirm to youthat I am authorised by the Board to make the above offer and to commit theCompany to the above terms.

 

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

 

Chairman

 

 

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

 
| **SIGNED**by Alexander Norman Brennan |   |           |
|---------------------------------------|--------|-----------|
|                                  |   | Signature |
| 27 June 2003                          |   |      |   |
| Date                                  |   |      |
|                                       |        |           |  |

 

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Schedule A

 

**Short Term Incentive (“STI”)**

 

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

 

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

 

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

 

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

 

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

 

**Long Term Incentive (“LTI”)**

 

**4.****                  ****Employee Share AcquisitionPlan (ESAP) – New LTI**

 

Youare eligible to be granted a LTI sufficient to purchase CSR Shares in thefollowing tranches:

 
| 31 May 2004 |   | 550,000 |
|-------------|--------|---------|
|        |   |    |
| 31 May 2005 |   | 550,000 |
|        |   |    |
| 31 May 2006 |   | 750,000 |
|        |   |    |
| 31 May 2007 |   | 750,000 |

 

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

 

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

 

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(b)              eligibility for the first 50% of each trancheis dependent on the total return to CSR Shareholders, (share price growth anddividends re-invested) (**“CSR SharePerformance”),**exceeding the median of the ASX 200 AccumulationIndex;

 

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

 

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

 

(e)               the tranche granted in May 2007 will becapable of assessment against the conditions in (a), (b) and (c) immediatelyand then on more than one occasion until completed, between the 31 May 2007 and31 May 2008, though if at the time of assessment you are not an employee of CSRthe value of the shares will be paid to you in cash:

 

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

 

**5.****                  ****Employee Share AcquisitionPlan (ESAP) - Existing LTI**

 

Youhave an existing entitlement to a long term incentive which prior to 1 April2003 was for the potential issue of 50,000 CSR shares in each of May 2003, May2004 and May 2005 under the Employee Share Acquisition Plan (“**ESAP**”). This long term incentive is tocontinue but subject to a conversion to reflect the changed value as a resultof the demerger and a change to the appropriate performance hurdle index.

 

Thecomparable number of post demerger CSR shares on each reference date is200,000.

 

Yourentitlement to receive the incentive is conditional upon the CSR SharePerformance exceeding the ASX 200 Accumulation Index through to the date of therelevant end of year results are announced or between that announcement and 25July 2005.

 

Asresult of the demerger, there is a change to the comparative index andallowance must be made for the comparative index performance achieved between25 July 2000 and the demerger. To accommodate that change, the comparativeposition of the pre-demerger share to the Bespoke ASX All Industries AccumulationIndex on 28 March 2003 is to be replicated for the post demerger CSR share inrespect of the ASX 200 Accumulation Index (i.e. if pre-demerger the share was10% above the index, the post demerger share is to be plotted at 10% above theindex).

 

Ifyour employment terminates on or prior to 25 July 2005 then:

 

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

 

(b)              if you become entitled to an LTI on thetermination of your employment then the LTI will be paid in cash and notcontributed to the ESAP trustee to acquire CSR shares on your behalf.

 

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