Demerger Deed/WMC Resources & Alumina Ltd, dated 3/5/2003


Table of Contents

 Exhibit 4.C
  Demerger Deed
  Alumina
Limited
  WMC Resources Ltd
  Arthur Robinson & Hedderwicks
Stock Exchange Centre
 530 Collins Street

Melbourne  3000  Australia
 Tel  61  3 9614 1011
 Fax  61  3 9614 4661
  gmbm M0111196283v6 304439672  GMB:JW
  © Copyright Arthur Robinson & Hedderwicks 2003






Table of Contents



	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 

  Table of Contents

	  1.
 	  
Demerger
 	  2
 
	  
 	  
 	  
 
	  
 	  1.1
 	  
Background
 	  2
 
	  
 	 1.2
 	  
Purpose and objectives
 	  2
 
	  
 	  1.3
 	  
Formation of this deed
 	  3
 
	  
 	  1.4
 	  
Accounting separation
 	  3
 
	  
 	  1.5
 	  
Inconsistency
 	  3
 
	  
 	  
 	  
 	  
 
	  2.
 	  
Fundamental Principles of the Demerger
 	  3
 
	  
 	  
 	  
 
	  
 	 2.1
 	  
Purpose
 	  3
 
	  
 	  2.2
 	  
Demerger Principle
 	  3
 
	  
 	  2.3
 	  
Effect of Demerger on parties’ rights and obligations
 	  5
 
	  
 	  2.4
 	  
No right to make a Claim by WMC Resources
 	  5
 
	  
 	  2.5
 	  
No right to make a Claim by Alumina Limited
 	  5
 
	  
 	  2.6
 	  
Excluded Claims – WMC Resources
 	  6
 
	  
 	 2.7
 	  
Excluded Claims – Alumina Limited
 	  6
 
	  
 	  2.8
 	  
Information
 	  7
 
	  
 	  2.9
 	  
Implied warranties – WMC Resources
 	  7
 
	  
 	  2.10
 	  
Indemnity from WMC Resources
 	  7
 
	  
 	  2.11
 	  
Indemnity from Alumina Limited
 	  7
 
	  
 	  2.12
 	  
Indemnity in favour of WMC Resources – Listing
 	  8
 
	  
 	 2.13
 	  
Indemnity in favour of Alumina Limited – Demerger Costs
 	  8
 
	  
 	  
 	  
 	  
 
	  3.
 	  
Restructure of the WMC Resources Group
 	  8
 
	  
 	  
 	  
 
	  
 	  3.1
 	  
Restructure
 	  8
 
	  
 	  3.2
 	  
Application of clause
 	  9
 
	  
 	  3.3
 	  
Notice of transfer – Required Assets
 	  9
 
	  
 	 3.4
 	  
Transfer of Required Assets
 	  10
 
	  
 	  3.5
 	  
Indemnity in favour of Alumina Limited – Required Assets
 	  11
 
	  
 	  3.6
 	  
Notice of transfer – Retained Assets
 	  11
 
	  
 	  3.7
 	  
Transfer of Retained Assets
 	  12
 
	  
 	  3.8
 	  
Indemnity in favour of WMC Resources – Retained Assets
 	  13
 
	  
 	  3.9
 	  
Limit on indemnities – Required Assets and Retained Assets
 	  13
 
	  
 	 3.10
 	  
Completion of Restructure
 	  14
 
	  
 	  3.11
 	  
US Companies
 	  15
 
	  
 	  
 	  
 	  
 
	  4.
 	  
Contracts
 	  15
 
	  
 	  
 	  
 
	  
 	  4.1
 	  
Acknowledgment
 	  15
 
	  
 	  4.2
 	  
Assignment or novation of Contracts
 	  16
 
	  
 	 4.3
 	  
Indemnity from WMC Resources
 	  17
 
	  
 	  4.4
 	  
Indemnity from Alumina Limited
 	  18
 
	  
 	  4.5
 	  
Indemnities – Other disposals of assets and businesses prior to Demerger
 	  18
 

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Table of Contents


	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 

 

	  5.
 	  
Intellectual Property
 	  19
 
	  
 	  
 	  
 
	  
 	 5.1
 	  
Ownership of WMC Resources Names
 	  19
 
	  
 	  5.2
 	  
Prohibition on use of WMC Resources Names
 	  19
 
	  
 	  5.3
 	  
Transitional use of WMC Resources Names
 	  20
 
	  
 	  5.4
 	  
Principles for determining ownership of other Intellectual Property
 	  20
 
	  
 	  5.5
 	  
Assignment of copyright
 	  22
 
	  
 	  5.6
 	  
No right to make a Claim – Intellectual Property – WMC Resources
 	  22
 
	  
 	 5.7
 	  
No right to make a Claim – Intellectual Property – Alumina Limited
 	  23
 
	  
 	  
 	  
 	  
 
	  6.
 	  
Liabilities
 	  23
 
	  
 	  
 	  
 
	  
 	  6.1
 	  
Acceptance of Demerged Business Liabilities – WMC Resources
 	  23
 
	  
 	  6.2
 	  
Indemnity – WMC Resources
 	  23
 
	  
 	  6.3
 	  
Acceptance of Retained Business Liabilities – Alumina Limited
 	  23
 
	  
 	 6.4
 	  
Indemnity – Alumina Limited
 	  24
 
	  
 	  
 	  
 	  
 
	  7.
 	  
Litigation
 	  24
 
	  
 	  
 	  
 
	  
 	  7.1
 	  
Management of Litigation and Claims
 	  24
 
	  
 	  7.2
 	  
No right to bring Claims
 	  24
 
	  
 	  7.3
 	  
Indemnity in favour of Alumina Limited
 	  24
 
	  
 	 7.4
 	  
Indemnity in favour of WMC Resources
 	  25
 
	  
 	  7.5
 	  
Existing Litigation Matters
 	  25
 
	  
 	  7.6
 	  
Joint Litigation Matters
 	  25
 
	  
 	  7.7
 	  
Claims by third parties against Alumina Limited after the Demerger Date
 	  26
 
	  
 	  7.8
 	  
Claims by third parties against WMC Resources after Demerger Date
 	  29
 
	  
 	  7.9
 	  
Excluded Litigation Matters
 	  32
 
	  
 	 7.10
 	  
Assignment of litigation
 	  33
 
	  
 	  
 	  
 	  
 
	  8.
 	  
Employees
 	  34
 
	  
 	  
 	  
 
	  
 	  8.1
 	  
Indemnity – WMC Resources
 	  34
 
	  
 	  8.2
 	  
Indemnity – Alumina Limited
 	  34
 
	  
 	  8.3
 	  
WMC Resources’ responsibility and indemnity
 	  35
 
	  
 	 8.4
 	  
Alumina Limited’s responsibility and indemnity
 	  35
 
	  
 	  
 	  
 	  
 
	  9.
 	  
Superannuation
 	  35
 
	  
 	  
 	  
 
	  
 	  9.1
 	  
General
 	  35
 
	  
 	  9.2
 	  
Alumina Limited indemnity
 	  36
 
	  
 	  9.3
 	  
Responsibility for contributions
 	  36
 
	  
 	  
 	  
 	  
 
	 10.
 	  
Insurance
 	  36
 
	  
 	  
 	  
 
	  
 	  10.1
 	  
Demerged Business insurance
 	  36
 
	  
 	  10.2
 	  
D&O insurance
 	  37
 
	  
 	  10.3
 	  
Insurance and WMC Resources Indemnities
 	  39
 
	  
 	  10.4
 	  
Insurance and Alumina Limited Indemnities
 	  40
 
	  
 	  
 	  
 	  
 
	 11.
 	  
Guarantees
 	  40
 
	  
 	  
 	  
 
	  
 	  11.1
 	  
Deed of Cross Guarantee
 	  40
 

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 

 

	  
 	  11.2
 	  
Removal of other Alumina Limited Guarantees
 	  41
 
	  
 	  11.3
 	  
No further issues by WMC Resources
 	  41
 
	  
 	 11.4
 	  
Indemnity from WMC Resources
 	  41
 
	  
 	  11.5
 	  
Indemnity from Alumina Limited
 	  41
 
	  
 	  
 	  
 	  
 
	  12.
 	  
Access to Records, Assistance and Taxation
 	  41
 
	  
 	  
 	  
 
	  
 	  12.1
 	  
Delivery of Records by Alumina Limited
 	  41
 
	  
 	  12.2
 	  
Delivery of Records by WMC Resources
 	  42
 
	  
 	 12.3
 	  
Deemed delivery
 	  42
 
	  
 	  12.4
 	  
Audit co-operation
 	  43
 
	  
 	  12.5
 	  
Tax assistance – WMC Resources
 	  44
 
	  
 	  12.6
 	  
Tax assistance – Alumina Limited
 	  44
 
	  
 	  12.7
 	  
Tax consolidation – Alumina Limited
 	  44
 
	  
 	  
 	  
 	  
 
	  13.
 	  
Alumina Limited Tax Claims
 	  45
 
	  
 	  
 	  
 
	  
 	 13.1
 	  
Indemnity for Alumina Limited Tax Claims
 	  45
 
	  
 	  13.2
 	  
Exclusions
 	  45
 
	  
 	  13.3
 	  
Payment
 	  46
 
	  
 	  13.4
 	  
Notice and assistance
 	  46
 
	  
 	  13.5
 	  
Action taken
 	  46
 
	  
 	  13.6
 	  
Alumina Limited indemnity
 	  47
 
	  
 	 13.7
 	  
Expert
 	  47
 
	  
 	  13.8
 	  
Accounting for Tax refunds
 	  48
 
	  
 	  
 	  
 	  
 
	  14.
 	  
WMC Resources Tax Claims
 	  49
 
	  
 	  
 	  
 
	  
 	  14.1
 	  
Indemnity for WMC Resources Tax Claims
 	  49
 
	  
 	  14.2
 	  
Exclusions
 	  49
 
	  
 	 14.3
 	  
Payment
 	  50
 
	  
 	  14.4
 	  
Notice and assistance
 	  50
 
	  
 	  14.5
 	  
Action taken
 	  50
 
	  
 	  14.6
 	  
WMC Resources indemnity
 	  51
 
	  
 	  14.7
 	  
Expert
 	  51
 
	  
 	  14.8
 	  
Accounting for Tax Refunds
 	  52
 
	  
 	  
 	  
 	  
 
	 15.
 	  
Regulatory Matters
 	  53
 
	  
 	  
 	  
 
	  
 	  15.1
 	  
Transfer of Statutory Licences
 	  53
 
	  
 	  15.2
 	  
Enquiries by Governmental Agencies
 	  53
 
	  
 	  
 	  
 	  
 
	  16.
 	  
Indemnity
 	  53
 
	  
 	  
 	  
 
	  
 	 16.1
 	  
Alumina Limited indemnity
 	  53
 
	  
 	  16.2
 	  
WMC Resources indemnity
 	  53
 
	  
 	  16.3
 	  
Alumina Limited indemnity not affected
 	  53
 
	  
 	  16.4
 	  
WMC Resources indemnity not affected
 	  54
 
	  
 	  
 	  
 	  
 
	  17.
 	  
Tax Adjustment for Indemnities
 	  55
 
	  
 	  
 	  
 
	  
 	 17.1
 	  
Alumina Limited Indemnities
 	  55
 

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 

 

	  
 	  17.2
 	  
WMC Resources Indemnities
 	  55
 
	  
 	  17.3
 	  
Gross-up for Alumina Limited Indemnities
 	  55
 
	  
 	  17.4
 	  
Gross-up for WMC Resources Indemnities
 	  56
 
	  
 	  
 	  
 	  
 
	 18.
 	  
Dispute Resolution
 	  56
 
	  
 	  
 	  
 
	  
 	  18.1
 	  
Dispute
 	  56
 
	  
 	  18.2
 	  
Notice of dispute
 	  56
 
	  
 	  18.3
 	  
Resolution of dispute
 	  57
 
	  
 	  18.4
 	  
Second appointment
 	  57
 
	  
 	  18.5
 	  
Resolution of dispute
 	  57
 
	  
 	 18.6
 	  
Exchange of information
 	  57
 
	  
 	  18.7
 	  
Interlocutory relief
 	  57
 
	  
 	  
 	  
 	  
 
	  19.
 	  
Warranties
 	  57
 
	  
 	  
 	  
 
	  
 	  19.1
 	  
Warranties
 	  57
 
	  
 	  19.2
 	  
Reliance on representations and warranties
 	  58
 
	  
 	  
 	  
 	  
 
	 20.
 	  
GST
 	  58
 
	  
 	  
 	  
 
	  
 	  20.1
 	  
GST to be added to amounts payable
 	  58
 
	  
 	  20.2
 	  
Tax Invoice and Adjustment Note
 	  58
 
	  
 	  20.3
 	  
Liability net of GST
 	  58
 
	  
 	  20.4
 	  
Revenue exclusive of GST
 	  58
 
	  
 	 20.5
 	  
Cost exclusive of GST
 	  59
 
	  
 	  20.6
 	  
GST obligations to survive termination
 	  59
 
	  
 	  
 	  
 	  
 
	  21.
 	  
Confidentiality
 	  59
 
	  
 	  
 	  
 
	  
 	  21.1
 	  
Disclosure of Alumina Limited Information by WMC Resources
 	  59
 
	  
 	  21.2
 	  
Disclosure of WMC Resources Information by Alumina Limited
 	  59
 
	  
 	 21.3
 	  
Disclosure of Confidential Information
 	  60
 
	  
 	  21.4
 	  
Use of Alumina Limited Information by WMC Resources
 	  60
 
	  
 	  21.5
 	  
Use of WMC Resources Information by Alumina Limited
 	  60
 
	  
 	  21.6
 	  
Excluded information
 	  60
 
	  
 	  21.7
 	  
Return of Confidential Information
 	  61
 
	  
 	  21.8
 	  
Use and disclosure of combined Confidential Information
 	  61
 
	  
 	 21.9
 	  
Termination
 	  61
 
	  
 	  21.10
 	  
No disclosure
 	  61
 
	  
 	  21.11
 	  
Beneficiaries to be bound
 	  61
 
	  
 	  
 	  
 	  
 
	  22.
 	  
Notices
 	  62
 
	  
 	  
 	  
 
	  23.
 	  
Miscellaneous
 	  63
 
	  
 	  
 	  
 
	  
 	 23.1
 	  
Costs and stamp duty
 	  63
 
	  
 	  23.2
 	  
Amendment
 	  63
 
	  
 	  23.3
 	  
Approvals and consent
 	  63
 
	  
 	  23.4
 	  
Assignment
 	  63
 
	  
 	  23.5
 	  
Further assurances
 	  63
 

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	 Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 

 

	  
 	  23.6
 	  
Entire agreement
 	  63
 
	  
 	  23.7
 	  
No waiver
 	  64
 
	  
 	  23.8
 	  
Rights cumulative
 	  64
 
	  
 	  23.9
 	  
Severability
 	  64
 
	  
 	  23.10
 	  
No merger
 	  64
 
	  
 	 23.11
 	  
Indemnities
 	  64
 
	  
 	  23.12
 	  
Benefit for Alumina Limited and Beneficiaries
 	  64
 
	  
 	  23.13
 	  
Benefit for WMC Resources and Beneficiaries
 	  64
 
	  
 	  23.14
 	  
Enurement
 	  65
 
	  
 	  23.15
 	  
Governing law and jurisdiction
 	  65
 
	  
 	  23.16
 	  
Counterparts
 	  65
 
	  
 	  
 	  
 	  
 
	 24.
 	  
Definitions and Interpretation
 	  65
 
	  
 	  
 	  
 
	  
 	  24.1
 	  
Definitions
 	  65
 
	  
 	  24.2
 	  
Interpretation
 	  77
 
	  
 	  
 	  
 	  
 
	  
Schedule 1
 	  
 	  79
 
	  
 	  
 	  
 
	  
 	 
Sale Shares
 	  79
 
	  
 	  
 	  
 
	  
Schedule 2
 	  
 	  81
 
	  
 	  
 	  
 
	  
 	  
Alumina Limited Group
 	  81
 
	  
 	  
 	  
 
	  
Schedule 3
 	  
 	  82
 
	  
 	  
 	  
 
	  
 	  
WMC Resources Group
 	  82
 
	  
 	  
 	  
 
	 
Schedule 4
 	  
 	  84
 
	  
 	  
 	  
 
	  
 	  
Previous divestments to third parties
 	  84
 
	  
 	  
 	  
 
	  
Schedule 5
 	  
 	  85
 
	  
 	  
 	  
 
	  
 	  
Existing Litigation Matters
 	  85
 
	  
 	  
 	  
 
	 
Schedule 6
 	  
 	  87
 
	  
 	  
 	  
 
	  
 	  
Conduct of Joint Litigation Matters
 	  87
 
	  
 	  
 	  
 
	  
Schedule 7
 	  
 	  88
 
	  
 	  
 	  
 
	  
 	  
Alumina Limited Guarantees
 	  88
 
	  
 	  
 	  
 
	  
Schedule 8
 	  
 	  90
 
	  
 	  
 	  
 
	  
 	 
Audit co-operation certificate
 	  90
 

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  Date
 	  
 	   
 	  2003
 
	  
 	  
 	   
 
	  Parties
 	  
 	  
 
	  
 	  
 	  
 
	  1.
 	  
 	  Alumina Limited (ABN 85 004 820 419) (formerly called WMC Limited) of Level 12, IBM Centre, 60 City Road, Southbank, Victoria (Alumina
Limited); and
 
	  
 	  
 	  
 
	 2.
 	  
 	  WMC Resources Ltd (ABN 76 004 184 598) of Level 16, IBM Centre, 60 City Road, Southbank, Victoria (WMC Resources).
 
	  
 	  
 	  
 
	  Recitals
 	  
 	  
 
	  
 	  
 	  
 
	  A
 	  
 	  Prior to the Demerger Date, WMC Resources was a wholly-owned Subsidiary of Alumina Limited.
 
	  
 	  
 	  
 
	  B
 	  
 	  Alumina Limited and WMC Resources, amongst others, have entered into the Implementation Deed, which contemplates the completion of a number of transactions to effect
the ‘separation’ of WMC Resources as an independent publicly listed company.
 
	  
 	  
 	  
 
	 C
 	  
 	  Prior to the Demerger being effected, WMC Resources acquired or it was intended that it acquire (directly or indirectly) the Sale Shares.
 
	  
 	  
 	  
 
	  D
 	  
 	  The Demerger involved:
 
	  
 	  
 	  
 
	  
 	  
 	  (a)
 	  Alumina Limited undertaking the Capital Reduction;
 
	  
 	  
 	  
 
	  
 	  
 	  (b)
 	  the Alumina Limited Board declaring the Demerger Dividend; and
 
	  
 	  
 	  
 
	  
 	  
 	  (c)
 	  Alumina Limited implementing a Court approved scheme of arrangement pursuant to Part 5.1 of the Corporations Act with its fully paid ordinary
shareholders.
 
	  
 	  
 	  
 
	 E
 	  
 	  Alumina Limited and WMC Resources have entered into this deed in order to record their agreement with respect to matters relating to the orderly separation from
Alumina Limited, transition and emergence of WMC Resources and its Subsidiaries as an independently owned corporate group, on terms reflecting the fundamental principles set out in clause 2.
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 

  It is agreed as follows:

	 
1.
 	  Demerger
 
	  
 	  
 
	 
1.1
 	  Background
 
	  
 	  
 
	  
 	 The parties acknowledge that:
 
	  
 	  
 
	  
 	  (a)
 	  Alumina Limited, WMC Resources and other Alumina Limited Group Members and WMC Resources Group Members have entered into or will, as soon as practicable after the
Demerger Date, enter into the Restructure Agreements relating to:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  the transfer of the Sale Shares to WMC Resources and other WMC Resources Group Members; and
 
	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  the implementation of the US Transactions,
 
	  
 	  
 	  
 
	  
 	  
 	  in preparation for the Demerger;
 
	  
 	  
 	  
 
	  
 	 (b)
 	  their purpose in restructuring the relevant shares, interests and rights under the Restructure Agreements was, and is, to create an identifiable corporate group,
under WMC Resources, comprising, together with WMC Resources, the companies that own the Demerged Businesses; and
 
	  
 	  
 	  
 
	  
 	  (c)
 	  Alumina Limited and WMC Resources have entered into the Implementation Deed, and it is intended that on or about the date of this deed will enter into the other
Transaction Documents, to carry into effect:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  the Capital Reduction, the Demerger Dividend and the Schemes; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  all steps contemplated to implement the Capital Reduction, the Demerger Dividend and the Schemes,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 to bring about the completion of the Demerger.
 
	  
 	  
 	  
 
	 
1.2
 	  Purpose and objectives
 
	  
 	  
 
	  
 	  The parties acknowledge that:
 
	  
 	  
 
	  
 	  (a)
 	  the purpose of this deed is to record the agreement between the parties with respect to matters relating to the economic separation and orderly transition of the
Demerged Businesses and the Sale Shares from Alumina Limited; and
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  their objectives in entering this deed are to:
 	  
 
	  
 	  
 
	  
 	  
 	 (i)
 	  facilitate the Demerger; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  set out, together with the other Transaction Documents, the ongoing relationship between the Alumina Limited Group and the WMC Resources Group.
 
									

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
1.3
 	  Formation of this deed
 
	  
 	  
 
	  
 	 (a)
 	  Notwithstanding that this deed was executed on the date referred to above, the parties acknowledge and agree that this deed will have effect on and from the Demerger
Date.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  A reference in this deed to ‘the date of this deed’ will be interpreted as a reference to the Demerger Date.
 	 
 
	  
 	  
 
	 
1.4
 	  Accounting separation
 
	  
 	  
 
	  
 	  The parties agree that Alumina Limited will consolidate the results of the WMC Resources Group up to (but excluding) the Accounting Effective Date.
 
	  
 	  
 
	 
1.5
 	  Inconsistency
 
	  
 	  
 	  
 
	  
 	 (a)
 	  If a provision of this deed (except for this clause 1.5) is inconsistent with a provision of another Transaction Document then the provision of that other
Transaction Document prevails.
 
	  
 	  
 	  
 
	  
 	  (b)
 	  If a provision of a Transaction Document is inconsistent with another Transaction Document, then the Transaction Document dealing with a specific issue
prevails.
 
	  
 	  
 	  
 
	  
 	  (c)
 	  If a provision of this deed is inconsistent with another provision of this deed, the provision dealing with a specific issue prevails.
 
	  
 	  
 	  
 
	  
 	  (d)
 	  This deed does not affect any pre-existing contractual arrangements except to the extent expressly provided in this deed.
 
	  
 	  
 	  
 
	 
2.
 	  Fundamental Principles of the Demerger
 
	  
 	  
 	  
 
	 
2.1
 	  Purpose
 
	  
 	  
 	  
 
	  
 	  The purpose of this clause 2 is to record the fundamental principle underlying the agreement between the Alumina Limited Group and the WMC Resources Group as to
the intended economic and legal effect of the Demerger.  Subsequent clauses in this deed and in the other Transaction Documents are intended to give effect to the Demerger Principle.  To the extent that there is any ambiguity in those
provisions, they are to be interpreted in light of the Demerger Principle.
 
	  
 	  
 	  
 
	 
2.2
 	  Demerger Principle
 
	  
 	  
 	  
 
	  
 	 (a)
 	  Recognising that:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  until the Demerger Date WMC Resources was a wholly owned Subsidiary of Alumina Limited;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  until the Demerger Date all the issued shares in WMC Resources were beneficially owned by Alumina Limited; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  the entire beneficial interest in the ownership of WMC Resources was transferred to its initial shareholders with
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  
 	  effect from the Demerger Date in consideration for the application of those shareholders’ entitlements to the Capital Reduction and the Demerger
Dividend,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  following the Demerger, the parties intend as a fundamental principle of the Demerger that, as between the Alumina Limited Group on the one hand and the WMC
Resources Group on the other hand, on and from the Accounting Effective Date the WMC Resources Group will have the entire economic benefit (including of profits booked to WMC Resources Group Members on and from the Accounting Effective Date) and
risk of the Demerged Businesses and Companies as if the WMC Resources Group had owned and operated the Demerged Businesses and Companies at all times.
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Accordingly, if at any time after the Demerger Date:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  there are any assets within the Alumina Limited Group that, prior to the Demerger Date, predominantly related to, or were required for the ownership or operation of,
any of WMC Resources, the Demerged Businesses, the Companies or the Former WMC Resources Businesses, the WMC Resources Group is entitled to the use and benefit of those assets (as provided for in this deed); and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  a Liability or Loss arises or is incurred directly or indirectly by an Alumina Limited Group Member, and that liability relates to the ownership (whether direct or
indirect) or operation by Alumina Limited or any Alumina Limited Group Member of WMC Resources, the Demerged Businesses, the Companies or the Former WMC Resources Businesses at any time, WMC Resources must indemnify and must procure that the
relevant WMC Resources Group Members indemnify the Alumina Limited Group or relevant Alumina Limited Group Member in respect of that Liability or Loss.
 
	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  Correspondingly, if at any time after the Demerger Date:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  there are assets within the WMC Resources Group that, prior to the Demerger Date, predominantly related to, or were required for the ownership or operation of, an
Alumina Limited Group Member or a business carried on by an Alumina Limited Group Member (other than the Demerged Businesses or a Former WMC Resources Business) or a Former Alumina Limited Business, the Alumina Limited Group is entitled to the use
and benefit of those assets (as provided for in this deed); and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  a Liability or Loss arises or is incurred directly or indirectly by a WMC Resources Group Member, and that liability relates to the ownership (whether direct or
indirect) or operation by WMC Resources or any WMC Resources Group Member of an asset, business or company transferred by a WMC Resources Group Member to an Alumina Limited Group 
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  
 	 Member, Alumina Limited must indemnify and must procure that the relevant Alumina Limited Group Members indemnify the WMC Resources Group or relevant WMC Resources
Group Member in respect of that Liability or Loss.
 
	  
 	  
 	  
 	  
 
	 
2.3
 	  Effect of Demerger on parties’ rights and obligations
 
	  
 	  
 
	  
 	  The parties agree that the Demerger and transactions giving effect to the Demerger will not give rise to any rights or obligations except those expressly contained
in this deed, the other Transaction Documents and any other agreement entered into, after the date of this deed, between Alumina Limited or any other Alumina Limited Group Member on the one hand and WMC Resources or any other WMC Resources Group
Member on the other hand.
 
	  
 	  
 
	 
2.4
 	  No right to make a Claim by WMC Resources
 
	  
 	  
 
	  
 	 To the extent permitted by Law, WMC Resources (on behalf of itself and each other WMC Resources Group Member):
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  acknowledges and warrants to Alumina Limited and each Beneficiary of Alumina Limited that it has no right to make any Claim against Alumina Limited or any
Beneficiary of Alumina Limited; and
 
	  
 	  
 	  
 
	  
 	  (b)
 	  irrevocably and unconditionally releases Alumina Limited and each Beneficiary of Alumina Limited from any Liability or Loss,
 
	  
 	  
 	  
 
	  
 	  arising directly or indirectly from or in respect of:
 
	  
 	  
 	  
 
	  
 	  (c)
 	  the Restructure or the transfer of the ownership of any other assets or shares to any WMC Resources Group Member as contemplated by this deed;
 
	  
 	  
 	  
 
	  
 	 (d)
 	  any activities (including without limitation, the provision of goods or services) directly or indirectly carried out or supplied prior to the Demerger Date by
Alumina Limited or a Beneficiary of Alumina Limited to WMC Resources or a WMC Resources Group Member;
 
	  
 	  
 	  
 
	  
 	  (e)
 	  the Schemes, the Capital Reduction and the Demerger Dividend; or
 
	  
 	  
 	  
 
	  
 	  (f)
 	  the operation of the Demerged Businesses prior to the Demerger Date,
 
	  
 	  
 	  
 
	  
 	  except as provided for in this deed, any other Transaction Document, a Director’s Indemnity, an Employee’s Indemnity or under a Supply
Arrangement.
 
	  
 	  
 	  
 
	 
2.5
 	  No right to make a Claim by Alumina Limited
 
	  
 	  
 
	  
 	  To the extent permitted by Law, Alumina Limited (on behalf of itself and each other Alumina Limited Group Member):
 
	  
 	  
 	  
 
	  
 	  (a)
 	  acknowledges and warrants to WMC Resources and each Beneficiary of WMC Resources that it has no right to make any Claim against WMC Resources or any Beneficiary of
WMC Resources; and
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (b)
 	  irrevocably and unconditionally releases WMC Resources and each Beneficiary of WMC Resources from any Liability or Loss,
 
	  
 	  
 	  
 
	  
 	 arising directly or indirectly from or in respect of:
 
	  
 	  
 	  
 
	  
 	  (c)
 	  the Restructure or the transfer of the ownership of any other assets or shares to any WMC Resources Group Member as contemplated by this deed;
 
	  
 	  
 	  
 
	  
 	  (d)
 	  any activities (including without limitation, the provision of goods or services) directly or indirectly carried out or supplied prior to the Demerger Date by WMC
Resources or a Beneficiary of WMC Resources to Alumina Limited or an Alumina Limited Group Member;
 
	  
 	  
 	  
 
	  
 	  (e)
 	  the Schemes, the Capital Reduction and the Demerger Dividend; or
 
	  
 	  
 	  
 
	  
 	 (f)
 	  the operation of the Demerged Businesses prior to the Demerger Date,
 
	  
 	  
 	  
 
	  
 	  except as provided for in this deed, any other Transaction Document, a Director’s Indemnity, an Employee’s Indemnity or under a Supply
Arrangement.
 
	  
 	  
 	  
 
	 
2.6
 	  Excluded Claims – WMC Resources
 
	  
 	  
 
	  
 	  To the extent permitted by Law and without limiting clause 2.3, WMC Resources (on behalf of itself and each other WMC Resources Group Member):
 
	  
 	  
 	  
 
	  
 	  (a)
 	  acknowledges and warrants to Alumina Limited and each Beneficiary of Alumina Limited that this deed expressly excludes any right it will have to make any Claim
against Alumina Limited or any Beneficiary of Alumina Limited in connection with; and
 
	  
 	  
 	  
 
	  
 	 (b)
 	  irrevocably and unconditionally releases Alumina Limited and each Beneficiary of Alumina Limited from any Liability or Loss, that arises or was incurred directly or
indirectly from or in respect of,
 
	  
 	  
 	  
 
	  
 	  section 52 of the Trade Practices Act 1974 (Cth), section 9 of the Fair Trading Act 1999 (Vic), the comparable provisions of each of the Fair Trading
Acts in the various Australian States and Territories and section 1041H of the Corporations Act in relation to the Schemes, the Capital Reduction, the Demerger Dividend, the Restructure or a Transaction Document.
 
	  
 	  
 	  
 
	 
2.7
 	  Excluded Claims – Alumina Limited
 
	  
 	  
 	  
 
	  
 	  To the extent permitted by Law and without limiting clause 2.3, Alumina Limited (on behalf of itself and each other Alumina Limited Group Member):


	  
 	  
 	  
 
	  
 	 (a)
 	  acknowledges and warrants to WMC Resources and each Beneficiary of WMC Resources that this deed expressly excludes any right it will have to make any Claim against
WMC Resources or any Beneficiary of WMC Resources in connection with, and
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (b)
 	  irrevocably and unconditionally releases WMC Resources and each Beneficiary of WMC Resources from any Liability or Loss, that arises or was incurred directly or
indirectly from or in respect of,
 
	  
 	  
 	  
 
	  
 	  section 52 of the Trade Practices Act 1974 (Cth), section 9 of the Fair Trading Act 1999 (Vic), the comparable provisions of each of the Fair Trading
Acts in the various Australian States and Territories and section 1041H of the Corporations Act in relation to the Schemes, the Capital Reduction, the Demerger Dividend, the Restructure or a Transaction Document.
 
	  
 	  
 
	 
2.8
 	  Information
 
	  
 	  
 
	  
 	  Each of Alumina Limited and WMC Resources acknowledges and warrants to the other that it has independently reviewed this deed and each other Transaction Document,
through its own advisers or personnel, and in executing each document accepts the terms and conditions of this deed and each other Transaction Document.
 
	  
 	  
 
	 
2.9
 	  Implied warranties – WMC Resources
 
	  
 	  
 
	  
 	  Without limiting clauses 2.6 and 2.8, WMC Resources (on behalf of itself and each other WMC Resources Group Member) acknowledges and warrants in favour of Alumina
Limited and each Beneficiary of Alumina Limited that, in negotiating and entering into each Transaction Document, it has not relied upon and will not rely upon any representation or warranty, whether express or implied, written, oral, collateral
and, to the extent permitted by Law as to the Demerged Businesses or Companies that have been transferred to the relevant WMC Resources Group Member as part of the Restructure or as to the prospects of the WMC Resources Group, except as expressly
provided by the terms of this deed or the relevant other Transaction Document.
 
	  
 	  
 
	 
2.10
 	  Indemnity from WMC Resources
 
	  
 	  
 
	  
 	  To the extent permitted by Law, WMC Resources indemnifies, and must procure that each other WMC Resources Group Member indemnifies, Alumina Limited and each
Beneficiary of Alumina Limited against any Liability or Loss related directly or indirectly to any Claim brought by WMC Resources or any other WMC Resources Group Member contrary to the Demerger Principle or in respect of any matter the subject of
this clause 2, except as otherwise provided in this deed, any other Transaction Document, or any other agreement entered into, after the date of this deed, between Alumina Limited or any other Alumina Limited Group Member on the one hand and
WMC Resources or any other WMC Resources Group Member on the other hand.
 
	  
 	  
 
	 
2.11
 	  Indemnity from Alumina Limited
 
	  
 	  
 
	  
 	  To the extent permitted by Law, Alumina Limited indemnifies, and must procure that each other Alumina Limited Group Member indemnifies, WMC Resources and each
Beneficiary of WMC Resources against any Liability or Loss related directly or indirectly to any Claim brought by Alumina Limited or any other Alumina Limited Group Member contrary to the Demerger Principle or in respect of any matter the subject of
this clause 2, except as
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  otherwise provided in this deed, any other Transaction Document or any other agreement entered into, after the date of this deed, between Alumina Limited or any
other Alumina Limited Group Member on the one hand and WMC Resources or any other WMC Resources Group Member on the other hand.
 
	  
 	  
 
	 
2.12
 	  Indemnity in favour of WMC Resources – Listing
 
	  
 	  
 
	  
 	  Alumina Limited indemnifies, and must procure that each other Alumina Limited Group Member indemnifies, WMC Resources and each other WMC Resources Group Member
against Liability or Loss suffered or incurred by WMC Resources in connection with a breach by WMC Resources of the ASX Warranty, except to the extent that the breach in respect of which the indemnity is sought is or was the result of any conduct,
act or omission of WMC Resources or any other WMC Resources Group Member or their respective Representatives involving fraud, wilful misconduct or bad faith (or known by WMC Resources, any other WMC Resources Group Member or their Representatives to
be wrongful).
 
	  
 	  
 
	 
2.13
 	  Indemnity in favour of Alumina Limited – Demerger Costs
 
	  
 	  
 
	  
 	  WMC Resources indemnifies, and must procure that each other WMC Resources Group Member indemnifies, Alumina Limited and each other Alumina Limited Group Member
against all Demerger Costs suffered or incurred by Alumina Limited or any other Alumina Limited Group Member.  The indemnity in this clause 2.13 will not apply to any Liability or Loss suffered or incurred by Alumina Limited or any other
Alumina Limited Group Member arising out of or in connection with:
 
	  
 	  
 
	  
 	  (a)
 	  a contravention of, or the non-compliance with, any Law (including without limitation the Corporations Act) or the official listing rules of ASX by Alumina Limited
or any other Alumina Limited Group Member or any Beneficiary of Alumina Limited;
 
	  
 	  
 	  
 
	  
 	  (b)
 	  any breach of contract by Alumina Limited or any other Alumina Limited Group Member; or
 
	  
 	  
 	  
 
	  
 	 (c)
 	  any conduct, act or omission of Alumina Limited or any other Alumina Limited Group Member or their respective Representatives involving fraud, wilful misconduct or
bad faith (or known by Alumina Limited, any other Alumina Limited Group Member or their Representatives to be wrongful).
 
	  
 	  
 	  
 
	 
3.
 	  Restructure of the WMC Resources Group
 
	  
 	  
 
	 
3.1
 	  Restructure
 
	  
 	  
 	  
 
	  
 	  (a)
 	  The parties acknowledge that the purpose of the Restructure Agreements is to ensure that all assets and corporate entities necessary for the WMC Resources Group to
operate each Demerged Business, or that are otherwise not required by the Alumina Limited
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  Group in respect of any Retained Alumina Limited Business, are held by or transferred to the correct WMC Resources Group Member.
 
	  
 	  
 	  
 
	  
 	  (b)
 	  The parties acknowledge that the transfer values in respect of the Sale Shares to be transferred pursuant to the Restructure to the WMC Resources Group, and the
consideration to be provided by the WMC Resources Group in respect of those transfers, have been determined on the basis of a fair market value assessment conducted as at 30 June 2002.
 
	  
 	  
 	  
 
	 
3.2
 	  Application of clause
 
	  
 	  
 	  
 
	  
 	 (a)
 	  The purpose of this clause 3 is to provide for:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  the transfer of Required Assets to WMC Resources;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  the transfer of Retained Assets to Alumina Limited,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  in certain circumstances where a party identifies, after the Demerger Date:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  a Required Asset; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (iv)
 	  a Retained Asset.
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  If following the Demerger Date, a party identifies the existence of:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  a Required Asset, clauses 3.3 to 3.5 and 3.9 apply; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  a Retained Asset, clauses 3.6 to 3.8 and 3.9 apply.
 
	  
 	  
 	  
 	  
 
	  
 	 (c)
 	  The parties agree that this clause 3 does not apply to rights of action, litigation and Claims, which are governed by clause 7.
 
	  
 	  
 	  
 	  
 
	 
3.3
 	  Notice of transfer – Required Assets
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Subject to clause 3.3(b), if after the Demerger Date either an Alumina Limited Group Member or a WMC Resources Group Member becomes aware of the existence of a
Required Asset:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  that was not transferred or assigned by an Alumina Limited Group Member; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  in respect of which rights were not granted by an Alumina Limited Group Member,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  to a WMC Resources Group Member on or before the Demerger Date, Alumina Limited or WMC Resources (as appropriate) must immediately advise the other in writing of the
existence of that Required Asset.
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Clause 3.3(a) has no application or operation in respect of Required Assets, the existence of which an Alumina Limited Group Member or a WMC Resources Group Member
becomes aware:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  in the case of a Required Asset that is Intellectual Property, after 31 December 2005; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  in all other cases, after 31 December 2003.
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
3.4
 	  Transfer of Required Assets
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  On issuing or, as the case may be, receiving a notice under clause 3.3(a), the parties must agree to which business the Required Asset was most directly related
immediately prior to the Demerger Date.  In reaching an agreement, the parties must act reasonably and consistently with the Demerger Principle.  If the parties are unable to reach agreement with 7 days after the issue or receipt of a
notice, the matter must be resolved in accordance with clause 18.
 
	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  If WMC Resources determines under clause 3.4(a) that the business to which the Required Asset was most directly related immediately prior to the Demerger Date
was a Demerged Business, then:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  WMC Resources must then determine whether the Required Asset should be conveyed to the WMC Resources Group or otherwise held by the Alumina Limited Group wholly for
the benefit of the WMC Resources Group.  In making its determination, WMC Resources must act reasonably and have regard to:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  the WMC Resources Group’s need to have access to, or rights with respect to, that Required Asset;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (B)
 	  the Alumina Limited Group’s need to retain continued access to that Required Asset for use in a Retained Alumina Limited Business;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (C)
 	  any interest that a third party may have in the Required Asset; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (D)
 	  the Alumina Limited Group’s need to be relieved of its interest in that Required Asset; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  WMC Resources and Alumina Limited must negotiate in good faith, if required, a suitable and fair transfer value for the Required Asset (whether or not the Required
Asset is to be conveyed) and the terms of a Formal Conveyance (if the Required Asset is to be conveyed), consistent with the Demerger Principle, in respect of that Required Asset having regard to:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (A)
 	  any consideration already paid by WMC Resources or another WMC Resources Group Member to Alumina Limited or another Alumina Limited Group Member that is wholly or
partly attributable to that Required Asset;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  the use to which that Required Asset has been put and the value derived from it, or any loss incurred in respect of it, by the Alumina Limited Group since the
Accounting Effective Date;
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  
 	 (C)
 	  the manner in which the Required Asset is treated for accounting purposes at the Accounting Effective Date; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (D)
 	  any rights that a third party may have in respect of or that otherwise affect the Required Asset.
 
	  
 	  
 	  
 	  
 
	 
3.5
 	  Indemnity in favour of Alumina Limited – Required Assets
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Subject to clause 3.9, WMC Resources indemnifies, and must procure that each other WMC Resources Group Member indemnifies, Alumina Limited and each other
Alumina Limited Group Member against any Liability or Loss arising directly or indirectly under, or in connection with, any Required Asset:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  in respect of which Alumina Limited has entered into or granted a Formal Conveyance in favour of a WMC Resources Group Member in accordance with
clause 3.4(b)(ii); or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  that WMC Resources has determined is to be otherwise held by Alumina Limited or another Alumina Limited Group Member wholly for the benefit of a WMC Resources Group
Member,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  except to the extent that the parties otherwise agree in the terms of the Formal Conveyance.
 
	  
 	  
 	  
 
	  
 	  (b)
 	  Alumina Limited must exercise, and must procure that each other Alumina Limited Group Member exercises, all rights and discretions in connection with any Required
Asset that WMC Resources has determined is to be held by Alumina Limited or another Alumina Limited Group Member wholly for the benefit of a WMC Resources Group Member in accordance with the reasonable instructions of WMC Resources.
 
	  
 	  
 	  
 
	 
3.6
 	  Notice of transfer – Retained Assets
 
	  
 	  
 	  
 
	  
 	  (a)
 	  Subject to clause 3.6(b), if after the Demerger Date either an Alumina Limited Group Member or a WMC Resources Group Member becomes aware of the existence of a
Retained Asset that:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  was transferred or assigned to a WMC Resources Group Member, or rights with respect to that asset were granted to a WMC Resources Group Member, whether under a
Restructure Agreement or otherwise, on or before the Demerger Date; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  was not transferred or assigned by a WMC Resources Group Member, or a right with respect to that asset was not granted by a WMC Resources Group Member, to an Alumina
Limited Group Member,
 
	  
 	  
 	  
 
	  
 	  
 	 Alumina Limited or WMC Resources (as appropriate) must immediately advise the other in writing of the existence of that Retained Asset.
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (b)
 	  Clause 3.6(a) has no application or operation in respect of Retained Assets, the existence of which an Alumina Limited Group Member or a WMC Resources Group
Member becomes aware:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  in the case of a Retained Asset that is Intellectual Property, after 31 December 2005; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  in all other cases, after 31 December 2003.
 
	  
 	  
 	  
 	  
 
	 
3.7
 	  Transfer of Retained Assets
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  On issuing or, as the case may be, receiving a notice under clause 3.6(a), the parties must agree to which business the Required Asset was most directly related
immediately prior to the Demerger Date.  In reaching an agreement, the parties must act reasonably and consistently with the Demerger Principle.  If the parties are unable to reach agreement with 7 days after the issue or receipt of a
notice, the matter must be resolved in accordance with clause 18.
 
	  
 	  
 	  
 
	  
 	  (b)
 	  If WMC Resources determines under clause 3.7(a) that the business to which the Retained Asset most directly related immediately prior to the Demerger Date was a
Retained Alumina Limited Business, then:
 
	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  WMC Resources must determine whether the Retained Asset should be conveyed to the Alumina Limited Group or otherwise held by the WMC Resources Group wholly for the
benefit of the Alumina Limited Group.  In making its determination, WMC Resources must act reasonably and have regard to:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  the Alumina Limited Group’s need to have access to, or rights with respect to, that Retained Asset;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  the WMC Resources Group’s need to retain continued access to that Retained Asset for use in a Demerged Business;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (C)
 	  any interest that a third party may have in the Retained Asset; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (D)
 	  the WMC Resources Group’s need to be relieved of its interest in that Retained Asset; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  WMC Resources and Alumina Limited must negotiate in good faith, if required, a suitable and fair transfer value (whether or not the Retained Asset is to be conveyed)
and the terms of a Formal Conveyance (if the Retained Asset is to be conveyed), consistent with the Demerger Principle, in respect of the Retained Asset having regard to:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (A)
 	  any consideration already paid by WMC Resources or another WMC Resources Group Member to Alumina Limited or another Alumina Limited Group Member that is wholly or
partly attributable to that Retained Asset;
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  the use to which that Retained Asset has been put and the value derived from it, or any loss incurred in respect of it, by the WMC Resources Group since the
Accounting Effective Date;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (C)
 	  the manner in which the Retained Asset is treated for accounting purposes at the Accounting Effective Date; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (D)
 	  any rights a third party may have in respect of or that otherwise affect the Retained Asset.
 
	  
 	  
 	  
 	  
 	  
 
	 
3.8
 	  Indemnity in favour of WMC Resources – Retained Assets
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Subject to clause 3.9, Alumina Limited indemnifies, and must procure that each other Alumina Limited Group Member indemnifies, WMC Resources and each other WMC
Resources Group Member against any Liability or Loss arising directly or indirectly under, or in connection with, any Retained Asset:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  in respect of which a Formal Conveyance has been entered into or granted in favour of an Alumina Limited Group Member  in accordance with clause 3.7(b);
or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  that WMC Resources determines is to be otherwise held by WMC Resources or another WMC Resources Group Member wholly for the benefit of Alumina Limited or an Alumina
Limited Group Member,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  except to the extent that the parties otherwise agree in the terms of the Formal Conveyance.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  WMC Resources must exercise, and must procure that each other WMC Resources Group Member exercises, all rights and discretions in connection with any Retained Asset
that WMC Resources determines is to be held by WMC Resources or another WMC Resources Group Member wholly for the benefit of an Alumina Limited Group Member in accordance with the reasonable instructions of Alumina Limited.
 
	  
 	  
 	  
 	  
 	  
 
	 
3.9
 	  Limit on indemnities – Required Assets and Retained Assets
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  No Alumina Limited Group Member will be liable under an indemnity under clause 3.8 if the relevant Liability or Loss in respect of which indemnity is sought is
a result of or arises in consequence of any wilful or reckless act or omission, transaction or arrangement of or on behalf of any WMC Resources Group Member after the Accounting Effective Date, to the extent to which the relevant Liability or Loss
arises as a result of or is caused by that act or omission, transaction or arrangement, except to the extent the act or omission, transaction or arrangement occurred in accordance with the instructions of Alumina Limited pursuant to
clause 3.8(b).
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  No WMC Resources Group Member will be liable under the indemnity under clause 3.5 if the relevant Liability or Loss in respect
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  of which indemnity is sought is a result of or arises in consequence of any wilful or reckless act or omission, transaction or arrangement of or on behalf of any
Alumina Limited Group Member after the Accounting Effective Date, to the extent to which the relevant Liability or Loss arises as a result of or is caused by that act or omission, transaction or arrangement, except to the extent the act or omission,
transaction or arrangement occurred in accordance with the instructions of WMC Resources pursuant to clause 3.5(b).
 
	  
 	  
 	  
 	  
 	  
 
	 
3.10
 	  Completion of Restructure
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  The parties acknowledge that, as at the date of this deed, the transfer of certain businesses, assets or companies, or the grant of rights in respect of certain
assets, to give effect to the Restructure will not yet have been completed (including, for example, because certain required consents or approvals may not yet have been given).  Each party agrees that it is their intention that they should be
in the same after tax position as if the relevant transfer had in fact been completed on or before the Demerger Date and in the event of ambiguity this clause 3.10 is to be interpreted accordingly.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Each party agrees:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  to execute all agreements and do all things required to give effect to any such transfer contemplated by clause 3.10(a);
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  to use its reasonable endeavours to ensure that:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  the transferee obtains the full benefit and all risks of the relevant business, asset or company as from the Accounting Effective Date;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  any Retained Alumina Limited Business in respect of which a transfer has not been completed is transferred to the Alumina Limited Group;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (C)
 	  any rights required for the purposes of a Retained Alumina Limited Business that have not been granted are granted or transferred to the relevant Alumina Limited
Group Member;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (D)
 	  any Demerged Business or Company, or any other asset that does not relate to any Retained Alumina Limited Business, in respect of which a transfer has not been
completed is transferred to the WMC Resources Group; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (E)
 	  any rights required for the purposes of a Demerged Business or Company that have not been granted are granted or transferred to the relevant WMC Resources Group
Member; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  to conduct its affairs on the basis that:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (A)
 	  all Demerged Businesses and Companies, and other assets that are not required by the Alumina Limited 
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  
 	  
 	  Group in respect of any Retained Alumina Limited Business, have been transferred to the WMC Resources Group; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  any Retained Alumina Limited Business in respect of which a transfer has not been completed has been transferred to the Alumina Limited Group;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (iv)
 	  that the transferee indemnifies and will continue to keep indemnified the transferor against all Liability or Loss directly or indirectly arising from, and all
costs, charges or expenses incurred by the transferor in connection with, its ownership of the relevant business, assets or companies (as the case may be) contemplated by clause 3.10(a) in respect of the period from the Accounting Effective
Date until the date on which the relevant transfer is completed; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (v)
 	  that the transferor will not sell, assign, mortgage, pledge, grant an option or right over, charge or in any manner encumber or dispose of the whole or any part of
the relevant business, assets or companies contemplated by clause 3.10(a) or purport to do so without the prior written consent of the relevant transferee.
 
	  
 	  
 	  
 	  
 	  
 
	 
3.11
 	  US Companies
 
	  
 	  
 
	  
 	 The parties acknowledge that it is their intention to effect the US Transactions on or before the Accounting Effective Date and prior to the transfer of the Sale
Shares in WMCRI to WMC Resources.  Each party agrees to use its best endeavours to procure that the US Transactions are effected accordingly.
 
	  
 	  
 	  
 	  
 	  
 
	 
4.
 	  Contracts
 
	  
 	  
 
	 
4.1
 	  Acknowledgment
 
	  
 	  
 
	  
 	  The parties acknowledge that as at the date of this deed:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  the transfer or separation of certain Contracts to give effect to the Demerger may not yet have been completed; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  certain consents required in respect of the change in control of a WMC Resources Group Member that is a party to a Contract may not yet have been given,


	  
 	  
 	  
 	  
 	  
 
	  
 	  and, subject to this deed, each party to this deed agrees to execute all agreements and do all things required to give effect to the assignment or novation of any
Contract contemplated by clause 4.1(a) and to use its reasonable endeavours to procure any consent contemplated by clause 4.1(b), as the case may be.
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
4.2
 	  Assignment or novation of Contracts
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  Each of Alumina Limited and WMC Resources must use, and must procure that each Alumina Limited Group Member uses or, as the case may be, WMC Resources Group Member
uses its reasonable endeavours to:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  ensure that the relevant transferee obtains the full benefit and all risks of any Contract to which clause 4.1 applies; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  obtain the consent of the other parties to any Contract to which clause 4.1 applies, as appropriate, to:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (A)
 	  the assignment or novation of that Contract to the relevant WMC Resources Group Member or, as the case may be, the relevant Alumina Limited Group Member;
or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  the change of control of the relevant WMC Resources Group Member that is a party to that Contract; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (C)
 	  the separation of any Contract where both Alumina Limited and WMC Resources receive a benefit or have obligations under that Contract.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  Except where an Alumina Limited Group Member, or as the case may be, a WMC Resources Group Member enters into a new agreement in replacement of a Contract, each of
Alumina Limited and WMC Resources must:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  continue to use its best endeavours to assist the transferor to obtain an assignment or novation or separation of any Contract to which clause 4.1 applies
including by providing:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  any information reasonably required by a third party; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  guarantees, letters of comfort or other security from WMC Resources (where the transferee is a WMC Resources Group Member) or Alumina Limited (where the transferee
is an Alumina Limited Group Member) where reasonably requested by a third party;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  not renew a Contract to which clause 4.1 applies (or do or omit to do anything which causes the renewal or extension (or the implementation of any arrangements
having a similar effect) of a Contract to which clause 4.1 applies) in circumstances where WMC Resources or, as the case may be, Alumina Limited continues, following that renewal, to be a party to, or to have any liability under or in respect
of that Contract (including as a guarantor); and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  conduct their respective businesses on the basis that all Contracts relevant to those businesses have been novated or assigned or separated.
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	 (c)
 	  Alumina Limited:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  agrees that it will not (and must procure that any other Alumina Limited Group Member that is a party to a Contract to which clause 4.1 applies does not)
wilfully do or omit to do anything that would cause a breach of any Contract to which clause 4.1 applies that relates to the ownership or operation of a Demerged Business or a Former WMC Resources Business; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  must exercise all rights and discretions (and cause any Alumina Limited Group Member that is a party to the relevant Contract to exercise all rights and discretions)
in respect of its performance under a Contract to which clause 4.1 applies that relates to the ownership or operation of a Demerged Business or a Former WMC Resources Business, in accordance with WMC Resources’ reasonable
instructions.
 
	  
 	  
 	  
 	  
 
	  
 	 (d)
 	  Alumina Limited indemnifies, and must procure that each relevant other Alumina Limited Group Member referred to in clause 4.2(c)(ii) indemnifies, WMC Resources
in respect of any Liability or Loss arising directly or indirectly from a breach by Alumina Limited of any of its obligations under clause 4.2(c).
 
	  
 	  
 	  
 
	  
 	  (e)
 	  WMC Resources:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  agrees that it will not (and must procure that any other WMC Resources Group Member that is a party to a Contract to which clause 4.1 applies does not) wilfully
do or omit to do anything that would cause a breach of any Contract to which clause 4.1 applies that relates to the ownership or operation of any Retained Alumina Limited Business or Former Alumina Limited Business; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  must exercise all rights and discretions (and cause any WMC Resources Group Member that is a party to the relevant Contract to exercise all rights and discretions)
in respect of its performance under a Contract to which clause 4.1 applies that relates to the ownership or operation of any Retained Alumina Limited Business or Former Alumina Limited Business, in accordance with Alumina Limited’s
reasonable instructions.
 
	  
 	  
 	  
 	  
 
	  
 	 (f)
 	  WMC Resources indemnifies, and must procure that each relevant WMC Resources Group Member referred to in clause 4.2 (e)(ii) indemnifies, Alumina Limited in
respect of any Liability or Loss arising directly or indirectly from a breach by WMC Resources of any of its obligations under clause 4.2(e).
 
	  
 	  
 	  
 	  
 
	 
4.3
 	  Indemnity from WMC Resources
 
	  
 	  
 	  
 	  
 
	  
 	  WMC Resources indemnifies, and must procure that each other WMC Resources Group Member indemnifies, Alumina Limited and each other Alumina Limited Group Member
against any Liability or Loss arising directly
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	 or indirectly under, or in connection with, any Contract to which clause 4.1 applies that:
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  is assigned or novated to a WMC Resources Group Member; or
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  relates to the ownership or operation of a Demerged Business or a Former WMC Resources Business (to the extent that it so relates),
 
	  
 	  
 	  
 	  
 
	  
 	  except to the extent that such Loss or Liability arises directly or indirectly from a breach by Alumina Limited of any of its obligations under
clause 4.2(c).
 
	  
 	  
 	  
 	  
 
	 
4.4
 	  Indemnity from Alumina Limited
 
	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited indemnifies, and must procure that each Alumina Limited Group Member indemnifies, WMC Resources and each WMC Resources Group Member against any
Liability or Loss arising directly or indirectly under, or in connection with:
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  any Contract assigned or novated to an Alumina Limited Group Member; or
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  any Contract that relates to the ownership or operation of any Retained Alumina Limited Business or Former Alumina Limited Business (to the extent that it so
relates),
 
	  
 	  
 	  
 	  
 
	  
 	 except to the extent that such Loss or Liability arises directly or indirectly from a breach by WMC Resources of any of its obligations under
clause 4.2(e).
 
	  
 	  
 	  
 	  
 
	 
4.5
 	  Indemnities – Other disposals of assets and businesses prior to Demerger
 
	  
 	  
 	  
 	  
 
	  
 	  The parties acknowledge that Alumina Limited and its Subsidiaries have, from time to time, disposed of certain assets and businesses to third parties, including the
divestments specified in schedule 4.  The parties agree that, consistent with the Demerger Principle:
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources indemnifies, and must procure that each other WMC Resources Group Member indemnifies, Alumina Limited and each other Alumina Limited Group Member in
respect of any Liability or Loss:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  incurred by Alumina Limited or any other Alumina Limited Group Member in connection with the Demerged Businesses or any Former WMC Resources Business; and


	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  that:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  relates to the ownership or operation of those assets or business prior to that divestment;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  relates to the ownership or operation of those assets or business after that divestment, except to the extent that the Liability or Loss arises out of any act or
omission of Alumina Limited or any other Alumina Limited Group Member after that divestment; or
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  
 	  (C)
 	  arises from the divestment of those assets or any agreements entered into by the relevant WMC Resources Group Member prior to or in respect of the divestment;
and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Alumina Limited indemnifies, and must procure that each other Alumina Limited Group Member indemnifies, WMC Resources and each other WMC Resources Group Member in
respect of any Liability or Loss:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  incurred by WMC Resources or any other WMC Resources Group Member arising directly or in connection with any Former Alumina Limited Business other than, for the
avoidance of doubt, the Demerged Businesses or any Former WMC Resources Business; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  that:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  relates to the ownership or operation of the assets or business prior to that divestment; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  arises from the divestment of those assets or any  agreements, entered into by the relevant Alumina Limited Group Member prior to or in respect of the
divestment.
 
	  
 	  
 	  
 	  
 	  
 
	 
5.
 	  Intellectual Property
 
	  
 	  
 
	 
5.1
 	  Ownership of WMC Resources Names
 
	  
 	  
 
	  
 	  (a)
 	  On and from the Demerger Date, the WMC Resources Group owns the WMC Resources Names and all rights in relation to them.
 
	  
 	  
 	  
 
	  
 	  (b)
 	  Alumina Limited agrees to do all things and execute all deeds, instruments, transfers or other documents reasonably requested by WMC Resources to allow or assist WMC
Resources to obtain, perfect, assert, enforce or defend its interest in, and ability to exercise its rights in relation to, the WMC Resources Names.
 
	  
 	  
 	  
 
	 
5.2
 	  Prohibition on use of WMC Resources Names
 
	  
 	  
 	  
 
	  
 	  Subject to clause 5.3, from the Demerger Date, Alumina Limited must not, and must ensure that each other Alumina Limited Group Member and Retained Alumina
Limited Business does not:
 
	  
 	  
 	  
 
	  
 	  (a)
 	  use any WMC Resources Name;
 
	  
 	  
 	  
 
	  
 	  (b)
 	  apply to register any WMC Resources Name; or
 
	  
 	  
 	  
 
	  
 	  (c)
 	  attempt to assign or license to another party (other than any WMC Resources Group Member) any rights in relation to any WMC Resources Name,
 
	  
 	  
 	  
 
	  
 	 whether as a trade mark, company name, business name, Internet domain name, meta-tag, product description or in any other manner.
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
5.3
 	  Transitional use of WMC Resources Names
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Subject to clause 5.3(b), WMC Resources agrees that neither it, nor any other WMC Resources Group Member, will take any action against Alumina Limited or any
other Alumina Limited Group Member in respect of any breach of clause 5.2(a) during the period of 1 month after the Demerger Date, provided that Alumina Limited or the relevant Alumina Limited Group Member has used all reasonable
endeavours to avoid, or to minimise the extent of, the breach.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  WMC Resources’ agreement in clause 5.3(a) is provided on the basis that:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  Alumina Limited indemnifies, and must procure that each Alumina Limited Group Member indemnifies, WMC Resources and each WMC Resources Group Member in respect of any
Liability or Loss incurred by WMC Resources or any WMC Resources Group Member arising directly or in connection with any breach of clause 5.2(a);
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  Alumina Limited and each other Alumina Limited Group Member must immediately discontinue any use of a WMC Resources Name if such use would contravene any Law;
and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (iii)
 	  WMC Resources may, upon 28 days’ notice to Alumina Limited, withdraw its agreement in clause 5.3(a) if, in WMC Resources’ reasonable opinion, any use
of a WMC Resources Name by Alumina Limited, any other Alumina Limited Group Member or any Retained Alumina Limited Business may adversely affect:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  the reputation of the WMC Resources Group or of the Demerged Businesses; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  WMC Resources’ capacity to effectively protect its rights in relation to the WMC Resources Names.
 
	  
 	  
 	  
 	  
 	  
 
	 
5.4
 	  Principles for determining ownership of other Intellectual Property
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  This clause 5.4, and clauses 5.5 to 5.7, apply in relation to all Intellectual Property other than the WMC Resources Names.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Subject to clause 5.5, the Intellectual Property of the Alumina Limited Group and the WMC Resources Group as at the Demerger Date is owned by the parties, and
will continue to be owned by the parties, according to the following principles which are to be applied in descending order until ownership is determined.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  If Intellectual Property was developed primarily for the benefit of:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (A)
 	  the Demerged Businesses, a Former WMC Resources Business or any WMC Resources Group Member, then subject to clause 5.4(b)(i)(C) WMC Resources will own that
Intellectual Property;
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  a Retained Alumina Limited Business, a Former Alumina Limited Business or any Alumina Limited Group Member, then subject to clause 5.4(b)(i)(C) Alumina Limited
will own that Intellectual Property;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (C)
 	  a business which was acquired by a WMC Resources Group Member or an Alumina Limited Group Member within the 12 month period commencing 6 months before the
Demerger Date, then the acquirer of that business will own any Intellectual Property developed for that business before that period.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  If ownership cannot be determined by applying the principles in clause 5.4(b)(i), if a WMC Resources Group Member or an Alumina Limited Group Member fully
funded the development of Intellectual Property then that company will own that Intellectual Property.
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  If ownership cannot be determined by applying the principles in clause 5.4(b)(i) or (ii), if a WMC Resources Group Member and an Alumina Limited Group Member
jointly funded the development of Intellectual Property then those entities will jointly own that Intellectual Property as tenants in common in proportion to their funding, and if that proportion cannot be ascertained, in equal shares.


	  
 	  
 	  
 	  
 
	  
 	  
 	 (iv)
 	  If ownership cannot be determined by applying the principles in clause 5.4(b)(i), (ii) or (iii), Alumina Limited and WMC Resources will jointly own that
Intellectual Property as tenants in common in equal shares.
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (v)
 	  If ownership is determined by applying the principles in clause 5.4(b)(iii), the relevant Alumina Limited Group Member and WMC Resources Group Member will
negotiate in good faith to determine the appropriate terms on which that Intellectual Property will be licensed.  Until such terms are agreed, the relevant Alumina Limited Group Member and WMC Resources Group Member will be deemed to be party
to a non-exclusive, royalty free, perpetual licence, pursuant to which they will each be entitled to use and to license other members of their respective Groups (but not any other person) to use that Intellectual Property without the need for the
consent of, or any accounting to, the other entity.  Unless otherwise agreed, neither entity may, without the consent of the other entity, assign their interest in that Intellectual Property.
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (vi)
 	  If ownership is determined by applying the principles in clause 5.4(b)(iv), the relevant Alumina Limited Group Member and WMC Resources Group Member will each
be entitled to use and to license other members of their respective Groups (but not any other person) to use that Intellectual Property without the need for the consent of, or 
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  
 	  any accounting to, the other entity.  Unless otherwise agreed, neither entity may, without the consent of the other entity, assign their interest in that
Intellectual Property.
 
	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  Each party agrees to do all things and execute all deeds, instruments, transfers or other documents reasonably requested by the other party to allow or assist the
first party to obtain, perfect, assert, enforce or defend its interest in, and ability to exercise its rights in relation to, the Intellectual Property determined in accordance with clause 5.4(b) to be owned by the first party’s
Group.
 
	  
 	  
 	  
 	  
 
	 
5.5
 	  Assignment of copyright
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  With effect on and from the Demerger Date, Alumina Ltd hereby assigns to WMC Resources all proprietary rights (including copyright) in:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  the WMC Resources Names;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  the source materials provided under the terms of the Web-site Services Agreement dated 9 July 1997 between WMC Resources and The Reef Multimedia Pty Ltd;
and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (iii)
 	  any material form of works or other subject matter in which copyright subsists or may hereafter subsist, that predominantly relates to, or is required for the
ownership or operation of, any of the Demerged Businesses or the Companies.
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Each party agrees to do all things and execute all deeds, instruments, transfers or other documents reasonably requested by the other party to allow or assist the
first party to obtain, perfect, assert, enforce or defend its interest in, and ability to exercise its rights in relation to, the proprietary rights assigned to WMC Resources under clause 5.5(a).
 
	  
 	  
 	  
 	  
 
	 
5.6
 	  No right to make a Claim – Intellectual Property – WMC Resources
 
	  
 	  
 	  
 	  
 
	  
 	 Subject to clause 7.4 and to the extent permitted by Law, WMC Resources (on behalf of itself and each other WMC Resources Group Member):
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  acknowledges and warrants to Alumina Limited and each Beneficiary of Alumina Limited that it has no right to make any Claim against Alumina Limited or any
Beneficiary of Alumina Limited; and
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  irrevocably and unconditionally releases Alumina Limited and each Beneficiary of Alumina Limited from any Liability or Loss,
 
	  
 	  
 	  
 	  
 
	  
 	  arising directly or indirectly from or in respect of Intellectual Property used by, or that has been developed or procured for potential application within, a
Retained Alumina Limited Business or a Former Alumina Limited Business as at or prior to the Demerger Date and any Contracts in relation to that Intellectual Property.
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
5.7
 	  No right to make a Claim – Intellectual Property – Alumina Limited
 
	  
 	  
 	  
 	  
 
	  
 	  Subject to clause 7.3 and to the extent permitted by Law, Alumina Limited (on behalf of itself and each other Alumina Limited Group Member):
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  acknowledges and warrants to WMC Resources and each Beneficiary of WMC Resources that it has no right to make any Claim against WMC Resources or any Beneficiary of
WMC Resources; and
 
	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  irrevocably and unconditionally releases WMC Resources and each Beneficiary of WMC Resources from all Liability or Loss,
 
	  
 	  
 	  
 	  
 
	  
 	  arising directly or indirectly from or in respect of Intellectual Property used by, or that has been developed or procured for potential application within, a
Demerged Business or a Former WMC Resources Business as at or prior to the Demerger Date and any Contracts in relation to that Intellectual Property.
 
	  
 	  
 	  
 	  
 
	 
6.
 	  Liabilities
 
	  
 	  
 	  
 	  
 
	 
6.1
 	  Acceptance of Demerged Business Liabilities – WMC Resources
 
	  
 	  
 	  
 	  
 
	  
 	 Consistent with the Demerger Principle, WMC Resources (on behalf of itself and each other WMC Resources Group Member) acknowledges, subject to the terms of the
Transaction Documents, that:
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  it has accepted responsibility for any Demerged Business Liabilities that remain with the Alumina Limited Group immediately following the Demerger Date;
and
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  any payments made by WMC Resources or another WMC Resources Group Member in connection with the Demerged Business Liabilities referred to in clause 6.1(a) are
made on behalf of Alumina Limited,
 
	  
 	  
 	  
 	  
 
	  
 	  to the extent of the connection of those Demerged Business Liabilities with the Demerged Businesses or the Companies.
 
	  
 	  
 	  
 	  
 
	 
6.2
 	  Indemnity – WMC Resources
 
	  
 	  
 	  
 	  
 
	  
 	  To the extent permitted by Law, subject to the terms of the Transaction Documents, WMC Resources indemnifies, and must procure that each other WMC Resources Group
Member indemnifies, Alumina Limited and each Beneficiary of Alumina Limited against any Liability or Loss arising or incurred in connection with the Demerged Business Liabilities referred to in clause 6.1.
 
	  
 	  
 	  
 	  
 
	 
6.3
 	  Acceptance of Retained Business Liabilities – Alumina Limited
 
	  
 	  
 	  
 	  
 
	  
 	  Consistent with the Demerger Principle, Alumina Limited (on behalf of itself and each other Alumina Limited Group Member) acknowledges, subject to the terms of the
Transaction Documents, that:
 
	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  it has accepted responsibility for any Retained Business Liabilities that remain with the WMC Resources Group immediately following the Demerger Date; and


					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (b)
 	  any payments made by WMC Resources or another WMC Resources Group Member in connection with the Retained Business Liabilities referred to in clause 6.3(a) are
made on behalf of WMC Resources,
 
	  
 	  
 	  
 	  
 
	  
 	  to the extent of the connection of those Retained Business Liabilities with any Retained Alumina Limited Business.
 
	  
 	  
 	  
 	  
 
	 
6.4
 	  Indemnity – Alumina Limited
 
	  
 	  
 	  
 	  
 
	  
 	  To the extent permitted by Law, subject to the terms of the Transaction Documents, Alumina Limited indemnifies, and must procure that each other Alumina Limited
Group Member indemnifies, WMC Resources and each Beneficiary of WMC Resources against any Liability or Loss arising or incurred in connection with the Retained Business Liabilities referred to in clause 6.3.
 
	  
 	  
 	  
 	  
 
	 
7.
 	  Litigation
 
	  
 	  
 	  
 	  
 
	 
7.1
 	  Management of Litigation and Claims
 
	  
 	  
 	  
 	  
 
	  
 	  This clause 7 governs:
 
	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  the ongoing management of Existing Litigation Matters;
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  the ongoing management of Joint Litigation Matters;
 
	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  the management of Claims arising after the Accounting Effective Date in connection with WMC Resources, another WMC Resources Group Member, the Demerged Businesses, a
Former WMC Resources Business or the Companies.
 
	  
 	  
 	  
 	  
 
	 
7.2
 	  No right to bring Claims
 
	  
 	  
 	  
 	  
 
	  
 	 The parties acknowledge that, in accordance with the Demerger Principle, no entity within either the WMC Resources Group or the Alumina Limited Group has any right to
make a Claim against any entity in the Alumina Limited Group or the WMC Resources Group (as the case may be) in respect of any Liability or Loss arising directly or indirectly in connection with Existing Litigation Matters, Joint Litigation Matters
or Claims arising after the Demerger Date except as provided in this clause 7, another Transaction Document or under a Supply Arrangement.
 
	  
 	  
 	  
 	  
 
	 
7.3
 	  Indemnity in favour of Alumina Limited
 
	  
 	  
 	  
 	  
 
	  
 	  WMC Resources indemnifies, and must procure that each other WMC Resources Group Member indemnifies, Alumina Limited and each Alumina Limited Group Member, to the
extent permitted by Law, against any Liability or Loss incurred by Alumina Limited or another Alumina Limited Group Member in connection with:
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  any Existing Litigation Matter;
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  (b)
 	  any Joint Litigation Matter, to the extent that the relevant Liability or Loss relates to the Demerged Businesses, a Former WMC Resources Business or the Companies;
and
 
	  
 	  
 	  
 
	  
 	  (c)
 	  any other Claim brought against Alumina Limited or another Alumina Limited Group Member, to the extent that the relevant Liability or Loss relates to the Demerged
Businesses, a Former WMC Resources Business or the Companies.
 
	  
 	  
 	  
 
	 
7.4
 	  Indemnity in favour of WMC Resources
 
	  
 	  
 
	  
 	 Alumina Limited indemnifies, and must procure that each other Alumina Limited Group Member indemnifies, WMC Resources and each other WMC Resources Group Member, to
the extent permitted by Law, against any Liability or Loss incurred by WMC Resources or another WMC Resources Group Member in connection with:
 
	  
 	  
 
	  
 	  (a)
 	  any Joint Litigation Matter; or
 
	  
 	  
 	  
 
	  
 	  (b)
 	  any other Claim brought against WMC Resources or another WMC Resources Group Member,
 
	  
 	  
 	  
 
	  
 	  in either case, to the extent only that the relevant Liability or Loss relates to a Retained Alumina Limited Business or a Former Alumina Limited
Business.
 
	  
 	  
 
	 
7.5
 	  Existing Litigation Matters
 
	  
 	  
 
	  
 	 From the Accounting Effective Date, each Existing Litigation Matter (other than Joint Litigation Matters) is to be managed by WMC Resources at its Cost.


	  
 	  
 
	 
7.6
 	  Joint Litigation Matters
 
	  
 	  
 
	  
 	  (a)
 	  From the Demerger Date, Alumina Limited or WMC Resources (as appropriate) will cause each Joint Litigation Matter to be conducted by the party with primary
responsibility for the conduct of that matter in accordance with the principles set out in schedule 6.  To the extent that there is any disagreement between Alumina Limited and WMC Resources in relation to any aspect of the management of
the Joint Litigation Matter:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  if the Joint Litigation Matter relates primarily to a WMC Resources Group Member, the Demerged Businesses or the Former WMC Resources Business – the reasonable
requirements and directions of WMC Resources are to prevail; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  if the Joint Litigation Matter relates primarily to an Alumina Limited Group Member, a business carried on an Alumina Limited Group Member (other than the Demerged
Businesses or a Former WMC Resources Business) or a Former Alumina Limited Business – the reasonable requirements and directions of Alumina Limited are to prevail.
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  (b)
 	  The Costs of a Joint Litigation Matter will be borne as follows:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  subject to clause 7.6(b)(iii), if the Joint Litigation Matter relates solely to the Demerged Businesses, a Former WMC Resources Business or the Companies, from
the Accounting Effective Date WMC Resources will bear those Costs irrespective of whether Alumina Limited, another Alumina Limited Group Member or any director or employee of any Alumina Limited Group Member is named as a party in the relevant Joint
Litigation Matter;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  WMC Resources must indemnify Alumina Limited or any Alumina Limited Group Member referred to in clause 7.6(b)(i) against any Liability or Loss arising directly
or indirectly in connection with, or incurred in respect of, a Joint Litigation Matter contemplated by clause 7.6(b)(i);
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  if:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  a Joint Litigation Matter does not relate solely to the Demerged Businesses, a Former WMC Resources Business or the Companies; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (B)
 	  Alumina Limited or another Alumina Limited Group Member is named as a party in the relevant Joint Litigation Matter and would derive a benefit (by being able to
share in any proceeds of that litigation) or may be directly liable (other than as the result of having been the previous owner of WMC Resources, any other WMC Resources Group Member, the Demerged Businesses or a Former WMC Resources Business) in
respect of that Joint Litigation Matter,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  Alumina Limited and WMC Resources will share the Costs of that Joint Litigation Matter in proportion to their respective involvements in it.
 
	  
 	  
 	  
 	  
 
	 
7.7
 	  Claims by third parties against Alumina Limited after the Demerger Date
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Alumina Limited will be responsible for the management of and Costs associated with any Claim brought against Alumina Limited after the Demerger Date, except in the
circumstances set out in this clause 7.7.
 
	  
 	  
 	  
 
	  
 	 (b)
 	  If, after the Demerger Date:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  a Claim is made or threatened against Alumina Limited or another Alumina Limited Group Member by a third party other than WMC Resources or another WMC Resources
Group Member; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  Alumina Limited or another Alumina Limited Group Member becomes aware of a fact or matter which could reasonably be expected to give rise to a Claim by a third party
other than WMC Resources or another WMC Resources Group Member
 
	  
 	  
 	  
 	  
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  
 	  against Alumina Limited or another Alumina Limited Group Member,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  and the subject matter of that Claim relates partly or wholly to WMC Resources, another WMC Resources Group Member, the Demerged Businesses or a Former WMC Resources
Business, or the Claim is one in respect of which Alumina Limited or an Alumina Limited Group Member has or may have an indemnity from WMC Resources (including, without limitation, under clause 13), then, whether or not WMC Resources or another
WMC Resources Group Member has also been or may be joined as a party in respect of that Claim:
 
	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  Alumina Limited must promptly provide a copy of the Claim to WMC Resources, together with all other information in the possession, custody or control of the Alumina
Limited Group which is relevant to the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (iv)
 	  to the extent permitted by Law, if the Claim relates wholly to WMC Resources, another WMC Resources Group Member, the Demerged Businesses or a Former WMC Resources
Business, Alumina Limited will, acting reasonably, assign that Claim to WMC Resources or another WMC Resources Group Member, in which case WMC Resources will be solely responsible for the Costs and management and conduct of the Claim, and
indemnifies, to the extent permitted by Law, Alumina Limited and each Alumina Limited Group Member against any Liability or Loss incurred by Alumina Limited or another Alumina Limited Group Member in connection with that Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (v)
 	  unless clause 7.7(b)(iv) applies, Alumina Limited may, in its absolute discretion, either retain responsibility for the management and conduct of the Claim or
require WMC Resources to assume responsibility for the management and conduct of the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (vi)
 	  unless clause 7.7(b)(iv) applies, Alumina Limited and WMC Resources will share the Costs of the Claim in proportion to the respective liability of each in
connection with the Claim; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (vii)
 	  if there is any disagreement between Alumina Limited and WMC Resources in relation to a Claim to which this clause 7.7 applies, the disagreement will be
resolved in accordance with clause 18.
 
	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  The party having responsibility for the conduct and management of the Claim under clause 7.7(b)(v) (in this clause 7.7, the first party)
agrees not to do, and must not permit any of its Representatives to do, any of the following things in respect of the Claim without the prior written consent of the party who is to bear the greater proportion of the Costs in respect of the Claim
under clause 7.7(b)(vi)
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	 (in this clause 7.7, the second party) (which consent must not be unreasonably withheld):
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  admit, compromise, settle or pay the Claim; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  take any other steps which may in any way prejudice the defence or challenge of the Claim including the discontinuation of any proceeding or appeal instituted or
defended by the second party in the name of the first party.
 
	  
 	  
 	  
 	  
 
	  
 	  (d)
 	  The first party must consult with the second party in relation to:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  the terms of the Claim; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  any action in the name of the first party to resist, defend, dispute, avoid, counterclaim, set off, settle, compromise or appeal the Claim.
 
	  
 	  
 	  
 	  
 
	  
 	  (e)
 	  The first party must keep, at all times, the second party fully informed of and facilitate the second party’s involvement in all matters relating to the Claim
including:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  retainer of solicitors and counsel;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  preparation and calling of evidence and the making of submissions;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  provision of all documents relating to the Claim; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iv)
 	  if an appeal is to be made, all matters relating to the appeal (including the matters specified in sub-paragraphs (i) to (iii)).
 
	  
 	  
 	  
 	  
 
	  
 	  (f)
 	  Alumina Limited must ensure that WMC Resources and the other relevant WMC Resources Group Members (and their Representatives) are given:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  full access to, and are permitted to take copies of, all relevant documentation in the possession, custody or control of Alumina Limited and each other Alumina
Limited Group Member for the purposes of assessing the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  reasonable access to appropriate Representatives of Alumina Limited and each other Alumina Limited Group Member for the purposes of assessing the Claim;
and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  all other reasonable assistance in relation to the Claim,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  and WMC Resources agrees to take, and must procure that the other relevant WMC Resources Group Members take, reasonable steps to minimise disruption caused to the
business of the Alumina Limited Group.
 
	  
 	  
 	  
 	  
 
	  
 	 (g)
 	  WMC Resources must ensure that Alumina Limited and the other relevant Alumina Limited Group Members (and their Representatives) are given:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  full access to, and are permitted to take copies of, all relevant documentation in the possession, custody or control of WMC
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  
 	  Resources or another WMC Resources Group Member for the purposes of assessing the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  reasonable access to appropriate Representatives of WMC Resources and each other WMC Resources Group Member for the purposes of assessing the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  all other reasonable assistance in relation to the Claim,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  and Alumina Limited agrees to take, and must procure that the other relevant Alumina Limited Group Members take, reasonable steps to minimise disruption caused to
the business of the WMC Resources Group.
 
	  
 	  
 	  
 	  
 
	  
 	  (h)
 	  Alumina Limited and its officers, employees and agents, must not do or cause to be done (or permit any other Alumina Limited Group Member or its officers, employees
and agents to do or cause to be done) anything in relation to the Claim which may compromise or prejudice the rights of WMC Resources or the relevant other WMC Resources Group Members under this clause 7.7.
 
	  
 	  
 	  
 	  
 
	  
 	 (i)
 	  If the party having responsibility for the conduct and management of the Claim under clause 7.7(b)(v) is also the party who is to bear the greater proportion of
the Costs in respect of the Claim under clause 7.7(b)(vi), then that party must keep the other party fully informed of and facilitate the other party’s involvement in such matters relating to the Claim as are appropriate having regard to
the other party’s interest in the Claim.
 
	  
 	  
 	  
 	  
 
	 
7.8
 	  Claims by third parties against WMC Resources after Demerger Date
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources will be responsible for the management of and Costs associated with any Claim brought against WMC Resources after the Demerger Date, except in the
circumstances set out in this clause 7.8.
 
	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  If, after the Demerger Date:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  a Claim is made or threatened against WMC Resources or another WMC Resources Group Member by a third party other than Alumina Limited or another Alumina Limited
Group Member; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  WMC Resources or another WMC Resources Group Member becomes aware of any fact or matter which could reasonably be expected to give rise to a Claim by a third party
other than Alumina Limited or another Alumina Limited Group Member against WMC Resources or another WMC Resources Group Member,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  and the subject matter of that Claim relates partly or wholly to Alumina Limited, another Alumina Limited Group Member, a Retained Alumina Limited Business or a
Former Alumina Limited Business, or the Claim is one in respect of which WMC Resources or another WMC Resources Group Member has or may have an
 
						

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	 Demerger Deed
 	 Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	 indemnity from Alumina Limited (including, without limitation, under clause 14), then, whether or not Alumina Limited or another Alumina Limited Group Member has
also been or may be joined as a party in respect of that Claim:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (iii)
 	 WMC Resources must promptly provide a copy of the Claim to Alumina Limited, together with all other information in the possession, custody or control of the WMC
Resources Group which is relevant to the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (iv)
 	 to the extent permitted by Law, if the Claim relates wholly to Alumina Limited, another Alumina Limited Group Member or any asset or business retained by Alumina
Limited or another Alumina Limited Group Member, WMC Resources will, acting reasonably, assign that Claim to Alumina Limited or another Alumina Limited Group Member, in which case Alumina Limited will be solely responsible for the Costs and
management and conduct of the Claim, and indemnifies, to the extent permitted by Law, WMC Resources and each WMC Resources Group Member against any Liability or Loss incurred by WMC Resources or another WMC Resources Group Member in connection with
that Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (v)
 	 unless clause 7.8(b)(iv) applies, WMC Resources may, in its absolute discretion, either retain responsibility for the management and conduct of the Claim or
require Alumina Limited to assume responsibility for the management and conduct of the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (vi)
 	 unless clause 7.8(b)(iv) applies, Alumina Limited and WMC Resources will share the Costs of the Claim in proportion to the respective liability of each in connection
with the Claim; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (vii)
 	 if there is any disagreement between WMC Resources and Alumina Limited in relation to a Claim to which this clause 7.8 applies, the reasonable requirements and
directions of WMC Resources will prevail.
 
	  
 	  
 	  
 	  
 
	  
 	 (c)
 	 The party having responsibility for the conduct and management of the Claim under clause 7.8(b)(v) (in this clause 7.8, the first party)
agrees not to do, and must not permit any of its Representatives to do, any of the following things in respect of the Claim without the prior written consent of the party who is to bear the greater proportion of the Costs in respect of the Claim
under clause 7.8(b)(vi) (in this clause 7.8, the second party) (which consent must not be unreasonably withheld):
 
	  
 	  
 	  
 
	  
 	  
 	 (i)
 	 admit, compromise, settle or pay the Claim; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	 take any other steps which may in any way prejudice the defence or challenge of the Claim including the discontinuation of any proceeding or appeal instituted or
defended by the second party in the name of the first party.
 
						

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	 Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  (d)
 	  The first party must consult with the second party in relation to:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  the terms of the Claim; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  any action in the name of the first party to resist, defend, dispute, avoid, counterclaim, set off, settle, compromise or appeal the Claim.
 
	  
 	  
 	  
 
	  
 	  (e)
 	  The first party must keep, at all times, the second party fully informed of and facilitate the second party’s involvement in all matters relating to the Claim
including:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  retainer of solicitors and counsel;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  preparation and calling of evidence and the making of submissions;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  provision of all documents relating to the Claim; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iv)
 	  if an appeal is to be made, all matters relating to the appeal (including the matters specified in sub-paragraphs (i) to (iii)).
 
	  
 	  
 	  
 	  
 
	  
 	 (f)
 	  WMC Resources must ensure that Alumina Limited and the other relevant Alumina Limited Group Members (and their Representatives) are given:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  full access to, and are permitted to take copies of, all relevant  documentation in the possession, custody or control of WMC Resources and each other WMC
Resources Group Member for the purposes of assessing the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  reasonable access to appropriate Representatives of WMC Resources and each WMC Resources Group Member for the purposes of assessing the Claim; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (iii)
 	  all other reasonable assistance in relation to the Claim,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  and Alumina Limited agrees to take, and must procure that the other relevant Alumina Limited Group Members take, reasonable steps to minimise disruption caused to
the business of the WMC Resources Group.
 
	  
 	  
 	  
 	  
 
	  
 	  (g)
 	  Alumina Limited must ensure that WMC Resources and the other relevant WMC Resources Group Members (and their Representatives) are given:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  full access to, and are permitted to take copies of, all relevant documentation in the possession, custody or control of Alumina Limited or another Alumina Limited
Group Member for the purposes of assessing the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  reasonable access to appropriate Representatives of Alumina Limited and each other Alumina Limited Group Member for the purposes of assessing the Claim;
and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  all other reasonable assistance in relation to the Claim;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  and WMC Resources agrees to take, and must procure that the other relevant WMC Resources Group Members take, reasonable steps to
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	 minimise disruption caused to the business of the Alumina Limited Group.
 
	  
 	  
 	  
 	  
 
	  
 	  (h)
 	  WMC Resources and its officers, employees and agents, must not do or cause to be done (or permit any other WMC Resources Group Member or its officers, employees or
agents to do or cause to be done) anything in relation to the Claim which may compromise or prejudice the rights of Alumina Limited or the relevant other Alumina Limited Group Members under this clause 7.8.
 
	  
 	  
 	  
 	  
 
	  
 	  (i)
 	  If the party having responsibility for the conduct and management of the Claim under clause 7.8(b)(v) is also the party who is to bear the greater proportion of
the Costs associated with the Claim under clause 7.8(b)(vi), then that party must keep the other party fully informed of and facilitate the other party’s involvement in such matters relating to the Claim as are appropriate having regard to
the other party’s interest in the Claim.
 
	  
 	  
 	  
 	  
 
	 7.9

 	  Excluded Litigation Matters
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Despite the other provisions of this clause 7 but without limiting clauses 7.3 and 7.4, Alumina Limited and WMC Resources agree that (and agree to procure
that) the following matters will be conducted by the party against whom the Claim is brought at its own Cost:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  any allegation of fraud made against either:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  Alumina Limited or another Alumina Limited Group Member; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (B)
 	  WMC Resources or another WMC Resources Group Member;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  any claim which if proved would give rise to criminal liability under the Trade Practices Act 1974 (Cth) or equivalent Australian State and Territory Fair
Trading Acts or corresponding sections of the Corporations Act against:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  Alumina Limited or another Alumina Limited Group Member; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  WMC Resources or another WMC Resources Group Member;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (iii)
 	  any criminal prosecution against WMC Resources or another WMC Resources Group Member (and not against Alumina Limited or another Alumina Limited Group Member);
or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (iv)
 	  any criminal prosecution against Alumina Limited or another Alumina Limited Group Member (and not against Alumina Limited or another Alumina Limited Group
Member).
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	 (b)
 	  WMC Resources must ensure that Alumina Limited and the other relevant Alumina Limited Group Members (and their Representatives) are given:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  full access to, and are permitted to take copies of, all relevant documentation in the possession, custody and control of WMC Resources and each other WMC Resources
Group Member for the purposes of assessing any claim of the nature described in clause 7.9(a) or (d);
 
	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  reasonable access to appropriate Representatives of WMC Resources and each other WMC Resources Group Member for the purposes of assessing any claim of the nature
described in clause 7.9(a) or (d); and
 
	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  all other reasonable assistance in relation to any claim of the nature described in clause 7.9(a) or (d).
 
	  
 	  
 	  
 	  
 
	  
 	 (c)
 	  Alumina Limited must ensure that WMC Resources and the other relevant WMC Resources Group Members (and their Representatives) are given:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  full access to, and are permitted to take copies of, all relevant documentation in the possession, custody and control of Alumina Limited and each other Alumina
Limited Group Member for the purposes of assessing any claim of the nature described in clause 7.9(a) or (d);
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  reasonable access to appropriate Representatives of Alumina Limited and each other Alumina Limited Group Member for the purposes of assessing any claim of the nature
described in clause 7.9(a) or (d); and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (iii)
 	  all other reasonable assistance in relation to any claim of the nature described in clause 7.9(a) or (d).
 
	  
 	  
 	  
 	  
 
	  
 	  (d)
 	  Despite the other provisions of this clause 7 but without limiting clauses 7.3 and 7.4, Alumina Limited and WMC Resources agree that (and agree to procure
that) any Claim brought against either of them or any of their Beneficiaries which either party considers, acting reasonably, may be injurious to the name or reputation of that party or a Beneficiary of that party, must be conducted in the manner to
be agreed between the parties.  If parties are unable to agree the manner in which such a Claim is to be conducted, that disagreement will be resolved in accordance with clause 18.
 
	  
 	  
 	  
 	  
 
	 
7.10
 	  Assignment of litigation
 
	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited must, and must procure that each other Alumina Limited Group Member does, acting reasonably and to the extent permitted by Law either:


	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  assign to WMC Resources or another WMC Resources Group Member the proceeds of any Existing Litigation Matter; or
 
						

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 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  (b)
 	  assign any Existing Litigation Matter to WMC Resources or another WMC Resources Group Member.
 
	  
 	  
 	  
 	  
 
	 
8.
 	  Employees
 
	  
 	  
 	  
 	  
 
	 
8.1
 	  Indemnity – WMC Resources
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources must bear and be responsible for (and indemnifies Alumina Limited and each other Alumina Limited Group Member against) any Liability or Loss incurred
by Alumina Limited or any other Alumina Limited Group Member arising directly or indirectly out of any aspect of the employment of any WMC Resources Employee, including any transfer, redundancy, retrenchment or termination by WMC Resources or
another WMC Resources Group Member of any WMC Resources Employee (including, without limitation, severance, retrenchment or redundancy payments or payments in lieu of notice under the terms of any relevant industrial award, statute or contract (as
the case may be)), but (subject to clause 8.1(b)) excluding any amount payable by Alumina Limited to any WMC Resources Employee on redemption by that WMC Resources Employee of any stock appreciation right issued to that WMC Resources Employee
by Alumina Limited prior to the Demerger Date.
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Notwithstanding clause 8.1(a), the parties intend after the date of this Deed to discuss in good faith arrangements for the future administration of all stock
appreciation rights issued by Alumina Limited prior to the Demerger Date, involving the making by Alumina Limited of an advance payment to WMC Resources in respect of Alumina Limited’s potential liability on redemption of those stock
appreciation rights, and WMC Resources assuming responsibility for the administration of the stock appreciation rights and indemnifying Alumina Limited against any amount payable by it on redemption of those stock appreciation rights.


	  
 	  
 	  
 	  
 
	 
8.2
 	  Indemnity – Alumina Limited
 
	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited must bear and be responsible for (and indemnifies WMC Resources and each other WMC Resources Group Member against) any Liability or Loss incurred by
WMC Resources or any other WMC Resources Group Member arising directly or indirectly out of any aspect of the employment of any Alumina Limited Employee, including any transfer, any redundancy, retrenchment or termination by Alumina Limited or
another Alumina Limited Group Member of any Alumina Limited Employee (including, without limitation, severance, retrenchment or redundancy payments or payments in lieu of notice under the terms of any relevant industrial award, statute or contract
(as the case may be)), but excluding any amount payable by WMC Resources to any Alumina Limited Employee on redemption by that Alumina Limited Employee of any stock appreciation right issued to that Alumina Limited Employee by WMC Resources
immediately after the Demerger Date.
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	 
8.3
 	  WMC Resources’ responsibility and indemnity
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources is responsible for (and indemnifies Alumina Limited and each other Alumina Limited Group Member against) all Claims made against Alumina Limited or
another Alumina Limited Group Member for salary and wages (including any allowances or benefits and long and short term incentives), annual leave (including applicable loadings), sick leave and long service leave that are or become payable to any
WMC Resources Employee pursuant to any contract of employment, award or statutory entitlement, but (subject to clause 8.3(b)) excluding any amount payable by Alumina Limited to any WMC Resources Employee on redemption by that WMC Resources
Employee of any stock appreciation right issued to that WMC Resources Employee by Alumina Limited prior to the Demerger Date.
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Notwithstanding clause 8.3(a), the parties intend after the date of this Deed to discuss in good faith arrangements for the future administration of all stock
appreciation rights issued by Alumina Limited prior to the Demerger Date, involving the making by Alumina Limited of an advance payment to WMC Resources in respect of Alumina Limited’s potential liability on redemption of those stock
appreciation rights, and WMC Resources assuming responsibility for the administration of the stock appreciation rights and indemnifying Alumina Limited against any amount payable by it on redemption of those stock appreciation rights.


	  
 	  
 	  
 	  
 
	 
8.4
 	  Alumina Limited’s responsibility and indemnity
 
	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited is responsible for (and indemnifies WMC Resources and each other WMC Resources Group Member against) all Claims made against WMC Resources or another
WMC Resources Group Member for salary and wages (including all allowances or benefits and long and short term incentives), annual leave (including applicable loading), sick leave and long service leave that are or become payable to any Alumina
Limited Employee pursuant to any contract of employment, award or statutory entitlement, but excluding any amount payable by WMC Resources to any Alumina Limited Employee on redemption by that Alumina Limited Employee of any stock appreciation right
issued to that Alumina Limited Employee by WMC Resources immediately after the Demerger Date.
 
	  
 	  
 	  
 	  
 
	 
9.
 	  Superannuation
 
	  
 	  
 	  
 	  
 
	 
9.1
 	  General
 
	  
 	  
 	  
 	  
 
	  
 	  Subject to the other provisions of this clause 9, on or before the Demerger Date, relevant Alumina Limited Group Members and WMC Resources Group Members
will:
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  if agreed by the parties and if appropriate and feasible, permit the ongoing participation by Alumina Limited in the WMC Superannuation Plan in respect of Alumina
Limited Employees who are members of the WMC Superannuation Plan; and
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	 (b)
 	  where it is necessary to transfer Alumina Limited Employees who are members out of, or make payments to Alumina Limited Employees who are members from, the WMC
Superannuation Plan, use their best endeavours to procure that the trustee of the WMC Superannuation Plan transfers an amount representing each transferring member’s interest as a member of the WMC Superannuation Plan calculated in accordance
with the terms of the trust deed and rules of the WMC Superannuation Plan; and
 
	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  take all other steps necessary and incidental to the facilitation of those arrangements.
 
	  
 	  
 	  
 	  
 
	 
9.2
 	  Alumina Limited indemnity
 
	  
 	  
 	  
 	  
 
	  
 	  To the extent that Alumina Limited continues to participate, after the Demerger Date, in the WMC Superannuation Plan in respect of Alumina Limited Employees who are
members of the WMC Superannuation Plan, Alumina Limited is responsible for (and indemnifies WMC Resources and each other WMC Resources Group Member against):
 
	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  all Claims made against WMC Resources or another WMC Resources Group Member by any Alumina Limited Employee or the trustee of the WMC Superannuation Plan in respect
of; and
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  any Liability or Loss incurred by WMC Resources or any other WMC Resources Group Member arising directly or indirectly out of,
 
	  
 	  
 	  
 	  
 
	  
 	  the WMC Superannuation Plan as it applies in relation to any Alumina Limited Employee.
 
	  
 	  
 	  
 	  
 
	 
9.3
 	  Responsibility for contributions
 
	  
 	  
 	  
 	  
 
	  
 	 The parties acknowledge and agree that:
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources is responsible for making all superannuation contributions required by Law to be made in respect of any WMC Resources Employee; and
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Alumina Limited is responsible for making all superannuation contributions required by Law to be made in respect of any Alumina Limited Employee.
 
	  
 	  
 	  
 	  
 
	 
10.
 	  Insurance
 
	  
 	  
 	  
 	  
 
	 
10.1
 	  Demerged Business insurance
 
	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  Alumina Limited will maintain, and will procure that each other relevant Alumina Limited Group Member maintains, insurance of the Demerged Businesses up to the
Demerger Date, covering such risks and for such amounts as would be maintained in accordance with Alumina Limited’s ordinary practice for the Demerged Businesses.
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Subject to clauses 10.1(d) and 10.2, the parties acknowledge that, with effect on and from the Demerger Date, it is their intention that the
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  WMC Resources Group will have the exclusive benefit of the insurance policies maintained in accordance with clause 10.1(a).  Alumina Limited must use, and
must procure that each other relevant Alumina Limited Group Member uses, best endeavours to ensure that the WMC Resources Group has such benefit on and from the Demerger Date, whether by assignment, novation or endorsement of those insurance
policies.
 
	  
 	  
 	  
 	  
 
	  
 	 (c)
 	  Alumina Limited will not be taken to be in breach of its obligations under clause 10.1(b), and will, as soon as practicable, notify WMC Resources, if the
relevant insurance coverage or benefits attaching to a relevant insurance policy:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  cease to be available, including as a result of the full or partial cancellation of any policy; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  cease to be available to Alumina Limited from its existing insurers, or, as the case may be, from reinsurers of Westminer Insurance Pte Ltd, on the existing terms as
at the date of this deed or otherwise on reasonable commercial terms.
 
	  
 	  
 	  
 	  
 
	  
 	 (d)
 	  WMC Resources agrees to reimburse Alumina Limited for premiums paid in respect of the insurance policies maintained in accordance with clause 10.1(a), for
periods up to and including the Demerger Date, and periods after the Demerger Date, except to the extent that insurance costs in respect of those insurance policies have already been allocated to a WMC Resources Group Member or a Demerged
Business.
 
	  
 	  
 	  
 	  
 
	  
 	  (e)
 	  WMC Resources will maintain insurance on and from the Demerger Date covering such risks and for such amounts as would be maintained in accordance with ordinary
practice for a business like each of the Demerged Businesses.
 
	  
 	  
 	  
 	  
 
	  
 	  (f)
 	  WMC Resources will not be taken to be in breach of its obligations under clause 10.1(e) if the relevant insurance coverage or benefits attaching to a relevant
insurance policy:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  cease to be available, including as a result of the full or partial cancellation of any policy; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  cease to be available to WMC Resources from its existing insurers, or, as the case may be, from reinsurers of Westminer Insurance Pte Ltd, on the existing terms as
at the Demerger Date or otherwise on reasonable commercial terms.
 
	  
 	  
 	  
 	  
 
	 
10.2
 	  D&O insurance
 
	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Alumina Limited will maintain director’s and officer’s insurance up to the Demerger Date, covering liabilities of the nature and scope referred to in each
Director’s Indemnity and Employee’s Indemnity.
 
	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Subject to clause 10.2(c), Alumina Limited must procure that the director’s and officer’s insurance policies referred to in
clause 10.2(a)
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  will continue to be maintained for a period of 15 years after the Demerger Date, for the benefit of:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  Alumina Limited, each other Alumina Limited Group Member and the directors, secretaries and executive officers of each Alumina Limited Group Member from time to
time; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  WMC Resources, each other WMC Resources Group Member and the directors, secretaries and executive officers of each WMC Resources Group Member from time to
time,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 in respect of acts and omissions occurring prior to the Demerger Date.
 
	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  The obligations of Alumina Limited under clause 10.2(b) will not apply after the date that is 7 years after the Demerger Date if, and only for so long
as:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  the prospective cost of such policies to Alumina Limited, in terms of the level of premiums and deductibles applicable, would not be commercially reasonable (taking
into account prevailing market conditions in relation to policies of that type); and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  the market capitalisation of the Alumina Limited Group is at least A$1 billion, and remains so for the 8 year period following that date.
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 If, at any time in the 8 year period referred to in clause 10.2(c)(ii), the market capitalisation of the Alumina Limited Group is less than A$1 billion,
then Alumina Limited must procure that the director’s and officer’s insurance policies referred to in clause 10.2(a) are maintained for the remainder of that period, regardless of the prospective or actual cost of such policies to
Alumina Limited.
 
	  
 	  
 	  
 	  
 
	  
 	  (d)
 	  Without limiting clause 10.2(b), Alumina Limited must (and must procure that each other Alumina Limited Group Member does), in respect of each insurance policy
maintained under clause 10.2(b):
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  not wilfully do or omit to do anything that would cause a breach of the insurance policy; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  exercise all rights and discretions in respect of its performance under the insurance policy, to the extent that it affects WMC Resources, any other WMC Resources
Group Member or any director, secretary or executive officer of any WMC Resources Group Member, in accordance with WMC Resources’ reasonable instructions.
 
	  
 	  
 	  
 	  
 
	  
 	  (e)
 	  WMC Resources agrees that Alumina Limited will act on behalf of the WMC Resources Group in respect of each insurance policy maintained by Alumina Limited under
clause 10.2(b).  WMC Resources must use (and must procure that each other WMC Resources Group Member uses) best endeavours to ensure that
 
						

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  Alumina Limited is able to fulfil its obligations under the insurance policy, including, without limitation, by:
 
	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  not wilfully doing or omitting to do anything that would cause a breach of the insurance policy; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  providing all information, assistance and co-operation reasonably requested by Alumina Limited in relation to:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)
 	  its performance under the insurance policy; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  any claim which may give rise to liability which is covered by the insurance policy,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 to the extent that it relates to WMC Resources, any other WMC Resources Group Member or any director, secretary or executive officer of any WMC Resources Group
Member.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (f)
 	  Alumina Limited agrees to pay any premium for an insurance policy maintained by Alumina Limited under clause 10.2(b).
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (g)
 	  WMC Resources agrees to reimburse Alumina Limited for any deductibles paid by Alumina Limited in respect of claims by WMC Resources or any relevant director,
secretary or executive officer of the WMC Resources Group under an insurance policy maintained by Alumina Limited under clause 10.2(b).
 
	  
 	  
 	  
 	  
 	  
 
	 
10.3
 	  Insurance and WMC Resources Indemnities
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Alumina Limited agrees that no WMC Resources Group Member will be liable in respect of a WMC Resources Indemnity if an Alumina Limited Group Member is entitled to
claim under any insurance policy in respect of the matter in respect of which the Alumina Limited Group Member seeks to enforce the WMC Resources Indemnity, unless and until the relevant Alumina Limited Group Member has made a claim against its
insurers and has used all reasonable endeavours to pursue such a claim.  Any such insurance claim will then reduce by the amount covered or extinguished, as the case may be, the claim by the Alumina Limited Group Member under the WMC Resources
Indemnity.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Upon receipt of a payment paid to an Alumina Limited Group Member pursuant to a claim for loss or damage suffered by that Alumina Limited Group Member under an
Alumina Limited insurance policy (Alumina Limited Claim Amount), in circumstances where WMC Resources or another WMC Resources Group Member has also paid to Alumina Limited or another Alumina Limited Group Member an amount under a WMC
Resources Indemnity (WMC Resources Indemnity Amount) relating to the same loss or damage suffered by the Alumina Limited Group Member, Alumina Limited must repay to WMC Resources or the relevant WMC Resources Group Member (as
appropriate) the lesser of the Alumina Limited Claim Amount and the WMC Resources Indemnity Amount.
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	 
10.4
 	  Insurance and Alumina Limited Indemnities
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources agrees that no Alumina Limited Group Member will be liable in respect of an Alumina Limited Indemnity if a WMC Resources Group Member is entitled to
claim under any insurance policy in respect of the matter in respect of which the WMC Resources Group Member seeks to enforce the Alumina Limited Indemnity, unless and until the relevant WMC Resources Group Member has made a claim against its
insurers and has used all reasonable endeavours to pursue such a claim.  Any such insurance claim will then reduce, by the amount covered or extinguished, as the case may be, the claim by the WMC Resources Group Member under the Alumina Limited
Indemnity.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  Upon receipt of a payment paid to a WMC Resources Group Member pursuant to a claim for loss or damage suffered by that WMC Resources Group Member under a WMC
Resources insurance policy (WMC Resources Claim Amount), in circumstances where Alumina Limited or another Alumina Limited Group Member has also paid to WMC Resources or another WMC Resources Group Member an amount under an Alumina
Limited Indemnity (Alumina Limited Indemnity Amount) relating to the same loss or damage suffered by the WMC Resources Group Member, WMC Resources must repay to Alumina Limited or the relevant Alumina Limited Group Member (as
appropriate) the lesser of the WMC Resources Claim Amount and the Alumina Limited Indemnity Amount.
 
	  
 	  
 	  
 	  
 	  
 
	 
11.
 	  Guarantees
 
	  
 	  
 	  
 	  
 	  
 
	 
11.1
 	  Deed of Cross Guarantee
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 On or as soon as possible after the Demerger Date, each of the parties will:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  execute, and procure that each of its Related Bodies Corporate who is a party to the Deed of Cross Guarantee executes, a Revocation Deed in the form contemplated by
ASIC Class Order [CO 98/1418], in order to revoke the Deed of Cross Guarantee in respect of all parties to it that are WMC Resources Group Members;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  procure the lodgement with ASIC of the executed Revocation Deed;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  within one month of the lodgement with ASIC of the executed Revocation Deed, procure the publication, in a daily newspaper circulating in each State and Territory of
Australia and on behalf of each party to the Deed of Cross Guarantee, of an advertisement complying with clause 4.5(b) of the Deed of Cross Guarantee; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (d)
 	  do everything reasonably necessary to ensure that the condition in clause 4.5(c) of the Deed of Cross Guarantee is satisfied for the purposes of the Revocation
Deed.
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	 
11.2
 	  Removal of other Alumina Limited Guarantees
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited and WMC Resources must use (and must procure each other Alumina Limited Group Member and WMC Resources Group Member (as the case may be) uses) all
reasonable endeavours to procure, as soon as possible after the Demerger Date:
 
	  
 	  
 
	  
 	 (a)
 	  the termination of;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  the release of each relevant Alumina Limited Group Member from all of its Liabilities under and in connection with; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  the novation to WMC Resources or another WMC Resources Group Member of all of each relevant Alumina Limited Group Member’s rights and Liabilities under and in
connection with,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  each Alumina Limited Guarantee, as agreed by Alumina Limited and WMC Resources, including by WMC Resources or another WMC Resources Group Member providing
guarantees, letters of comfort or other security, or bank guarantees or other financial security from a person other than a WMC Resources Group Member, where reasonably requested by a third party.
 
	  
 	  
 	  
 	  
 	  
 
	 
11.3
 	  No further issues by WMC Resources
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  WMC Resources will not, and must procure that each other relevant WMC Resources Group Member does not, issue any new debt securities after the Demerger Date in
respect of which Alumina Limited or any other Alumina Limited Group Member would have a Liability under an Alumina Limited Guarantee (other than the Deed of Cross Guarantee).
 
	  
 	  
 	  
 	  
 	  
 
	 
11.4
 	  Indemnity from WMC Resources
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  WMC Resources indemnifies, and must procure that each other WMC Resources Group Member indemnifies, Alumina Limited and each Alumina Limited Group Member against any
Liability or Loss arising directly or indirectly from, or in connection with, an Alumina Limited Guarantee.
 
	  
 	  
 	  
 	  
 	  
 
	 
11.5
 	  Indemnity from Alumina Limited
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited indemnifies, and must procure that each other Alumina Limited Group Member indemnifies, WMC Resources and each WMC Resources Group Member against any
Liability or Loss arising directly or indirectly from, or in connection with, a WMC Resources Guarantee.
 
	  
 	  
 	  
 	  
 	  
 
	 
12.
 	  Access to Records, Assistance and Taxation
 
	  
 	  
 	  
 	  
 	  
 
	 
12.1
 	  Delivery of Records by Alumina Limited
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 Alumina Limited must:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  deliver to WMC Resources, at a time and place to be agreed between the parties (subject to clause 12.3), all Records which exclusively relate to WMC Resources,
the Demerged Businesses, any Former WMC Resources Business and the Companies, except that if Alumina
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  Limited or another Alumina Limited Group Member is required by Law to retain any of the Records, Alumina Limited may instead deliver copies of those Records to WMC
Resources;
 
	  
 	  
 	  
 
	  
 	 (b)
 	  provide WMC Resources, each other WMC Resources Group Member and their respective Representatives with access to all Records which are connected with WMC Resources,
the Demerged Businesses, any Former WMC Resources Business and the Companies (except those Records created after the Demerger Date which are internal correspondence or inter-Alumina Limited Group correspondence) and allow WMC Resources to take
copies of those Records if required; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  if it intends to destroy any Records referred to in clause 12.1(b), give WMC Resources reasonable notice of that intention and permit WMC Resources, each other
WMC Resources Group Member and their respective Representatives to access and take copies of or retrieve any such Records prior to their destruction.
 
	  
 	  
 	  
 	  
 	  
 
	 
12.2
 	  Delivery of Records by WMC Resources
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 WMC Resources must:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  deliver to Alumina Limited, at a time and place to be agreed between the parties (subject to clause 12.3), all Records which exclusively relate to Alumina
Limited, any Retained Alumina Limited Business or any Former Alumina Limited Business, except that if WMC Resources or another WMC Resources Group Member is required by Law to retain any of the Records, WMC Resources may instead deliver copies of
those Records to Alumina Limited;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  provide Alumina Limited, each other Alumina Limited Group Member and their respective Representatives with access to all Records which are connected with Alumina
Limited, any Retained Alumina Limited Business or any Former Alumina Limited Business (except those Records created after the Demerger Date which are internal correspondence or inter-WMC Resources Group correspondence) and allow Alumina Limited to
take copies of those Records if required; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (c)
 	  if it intends to destroy any Records referred to in clause 12.2(b), give Alumina Limited reasonable notice of that intention and permit Alumina Limited, each
other Alumina Limited Group Member and their respective Representatives to access and take copies of or retrieve any such Records prior to their destruction.
 
	  
 	  
 	  
 	  
 	  
 
	 
12.3
 	  Deemed delivery
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  The parties agree that delivery under clauses 12.1(a) and 12.2(a) will be deemed to occur:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  if Records are stored with third parties and WMC Resources or, as the case may be, Alumina Limited agrees to continue to store those Records with that third party;
or
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  (b)
 	  if the parties agree that the Alumina Limited Group Member or WMC Resources Group Member holding Records will continue to hold them for WMC Resources or, as the case
may be, Alumina Limited,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  by providing access to the relevant party and its Representatives to the premises where those Records are stored.
 
	  
 	  
 	  
 	  
 	  
 
	 
12.4
 	  Audit co-operation
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  Alumina Limited and WMC Resources will use their reasonable endeavours to assist each other in relation to the preparation of their respective Financial Statements
for the period ended 31 December 2002.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Without limiting clause 12.4(a), Alumina Limited and WMC Resources agree that they will procure that a joint meeting of their respective audit committees is
held at which:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  they will receive, in respect of the Demerged Businesses:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (A)
 	  presentations in the usual form from their respective auditors and the appropriate financial officers; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (B)
 	  confirmations in the usual form from their respective auditors and the appropriate financial officers as to the accuracy of their respective Financial Statements;
and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  they will agree the manner in which the financial performance of the Demerged Businesses will be treated in their respective Financial Statements for the period
ended 31 December 2002.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (c)
 	  The confirmations referred to in clause 12.4(b)(i)(B) will include, but not be limited to, the following to be provided to Alumina Limited:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  representation letters from Executive General Managers and their respective Commercial Managers of the WMC Resources Group in the form agreed by the parties and
provided to their respective audit committees; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  a declaration by WMC Resources that the Chairman of the WMC Resources audit committee has provided to WMC Resources a confirmation to the following
effect:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  Based on the presentations and representations made by WMC Resources Group management and PricewaterhouseCoopers as external auditors to and received by the WMC
Resources and Alumina Limited audit committees, he can see no reason why the Alumina Limited 2002 Financial Report should not be signed by the Chairman and CEO of Alumina Limited.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (iii)
 	  a certificate from the Chief Financial Officer and General Manager – Finance of WMC Resources with respect to the Alumina Limited 2002 Financial Report in the
form set out in schedule 8.
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  (d)
 	  WMC Resources will take all reasonable care and exercise due diligence (details of which are available to Alumina Limited upon reasonable request) with the aim of
preparing the Alumina Limited 2002 Financial Report in accordance with applicable Laws, standards and codes.
 
	  
 	  
 	  
 	  
 	  
 
	 
12.5
 	  Tax assistance – WMC Resources
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  WMC Resources must ensure that Alumina Limited and its professional advisers have reasonable access to the personnel of WMC Resources and to any relevant premises,
assets and Records within the custody, power, possession or control of any WMC Resources Group Member to enable Alumina Limited and its professional advisers to:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  examine a Tax Claim (and Records relating to that Tax Claim); and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  to take copies or photographs of the Records relating to the Tax Claim, at the expense of Alumina Limited, provided Alumina Limited and its professional advisers
give to WMC Resources such undertakings as to confidentiality as WMC Resources may reasonably require, subject however to any legal obligation upon Alumina Limited to produce such Records to a third party.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 However, the parties must at all times act having regard to the extent to which legal professional privilege or similar privilege extends to any communication or
document.
 
	  
 	  
 	  
 	  
 	  
 
	 
12.6
 	  Tax assistance – Alumina Limited
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited must ensure that WMC Resources and its professional advisers have reasonable access to personnel of Alumina Limited and to any relevant premises,
assets and Records within the custody, power, possession or control of any Alumina Limited Group Member to enable WMC Resources and its professional advisers to:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  examine a Tax Claim (and Records relating to that Tax Claim) that relates to a period of time when Alumina Limited owned a Demerged Business or a Former WMC
Resources Business the subject of the Tax Claim; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  take copies or photographs of the records relating to the Tax Claim, at the expense of WMC Resources, provided WMC Resources and its professional advisers give to
Alumina Limited such undertakings as to confidentiality as Alumina Limited may reasonably require, subject however to any legal obligation upon WMC Resources to produce such records to a third party.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  However, the parties must at all times act having regard to the extent to which legal professional privilege or similar privilege extends to any communication or
document.
 
	  
 	  
 	  
 	  
 	  
 
	 
12.7
 	  Tax consolidation – Alumina Limited
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 Alumina Limited acknowledges and agrees that it has not made, and will not make without the prior written consent of WMC Resources, a choice
 
							

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 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  pursuant to section 703-50 of the 1997 Tax Act that the eligible entities within the Alumina Limited Group, or the eligible entities within the group of companies
comprising Alumina Limited and its Related Bodies Corporate prior to the Demerger Date, will be taken to be consolidated on and after any day occurring on or before the Demerger Date.
 
	  
 	  
 	  
 	  
 	  
 
	 
13.
 	  Alumina Limited Tax Claims
 
	  
 	  
 	  
 	  
 	  
 
	 
13.1
 	  Indemnity for Alumina Limited Tax Claims
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Subject to this clause 13, if an Alumina Limited Tax Claim is received or suffered by Alumina Limited or an Alumina Limited Group Member at any time,
then:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Alumina Limited and WMC Resources must determine whether the Tax Claim Amount is reasonably attributable to a Demerged Business or a Former WMC Resources Business,
or alternatively to a Retained Alumina Limited Business or a Former Alumina Limited Business;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  if the Tax Claim Amount is reasonably attributable to a Demerged Business or a Former WMC Resources Business, WMC Resources must indemnify, and must procure that
each other WMC Resources Group Member indemnifies, the relevant Alumina Limited Group Member in respect of the Tax Claim Amount;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (c)
 	  if the Tax Claim Amount is reasonably attributable to a Retained Alumina Limited Business or a Former Alumina Limited Business, WMC Resources has no liability to
Alumina Limited or any other Alumina Limited Group Member in respect of that Tax Claim Amount;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (d)
 	  if the Tax Claim Amount cannot reasonably be attributed in accordance with clause 13.1(b) or (c), then WMC Resources must indemnify the relevant Alumina Limited
Group Member in respect of that proportion of the Tax Claim Amount that is determined by the expert, having regard to the Demerger Principle, to be reasonable.  The appointment and determination of the expert will be governed by
clause 13.7; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (e)
 	  if Alumina Limited and WMC Resources cannot agree on the allocation of the Tax Claim Amount, the matter is to be referred for the determination of the expert under
clause 13.7.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 Payments under this clause 13 will be treated in accordance with clause 17.
 
	  
 	  
 	  
 	  
 	  
 
	 
13.2
 	  Exclusions
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  The obligations of WMC Resources under clause 13.1 do not apply in respect of a Tax Claim Amount:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  to the extent that the Tax Claim Amount arises from the failure by Alumina Limited after the Accounting Effective Date to supply to WMC Resources or another WMC
Resources Group Member on a
 
							

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 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  timely basis information which is reasonably requested by WMC Resources or another WMC Resources Group Member in relation to a Tax Claim Amount including, without
limitation, a breach by Alumina Limited of clause 13.5; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  to the extent that the Tax Claim Amount arises from the failure by the Alumina Limited Group Member after the Accounting Effective Date, in a timely manner, to
properly:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  lodge any return, notice of proposed adjustment, challenge, other notice, objection or other document in relation to the Alumina Limited Tax Claim;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  claim all or any portion of any relief, allowance, deduction, credit, rebate or right to repayment; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  disclose or correctly describe in any return, notice, objection or other document relating to the Alumina Limited Tax Claim any fact, matter or thing to the extent
that it was or might reasonably be expected to have been within the knowledge of either Alumina Limited or another Alumina Limited Group Member; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  to the extent that the relevant Alumina Limited Tax Claim was issued or made as a direct consequence of any omission, representation or disclosure not previously
agreed by WMC Resources (such agreement not to be unreasonably withheld), other than an act required by Law, by or on behalf of Alumina Limited, any other Alumina Limited Group Member or any of their respective Representatives on or after the
Accounting Effective Date.
 
	  
 	  
 	  
 	  
 	  
 
	 
13.3
 	  Payment
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Payments under clause 13.1 must be made to Alumina Limited at least seven days before the latest date on which that payment may lawfully be made without
incurring any further penalty or interest for late payment.
 
	  
 	  
 	  
 	  
 	  
 
	 
13.4
 	  Notice and assistance
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  If Alumina Limited becomes aware of an Alumina Limited Tax Claim it must give written notice of it to WMC Resources within 10 days of becoming so aware.


	  
 	  
 	  
 	  
 	  
 
	 
13.5
 	  Action taken
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Alumina Limited must ensure that any Alumina Limited Group Member takes any proper and reasonable action within any response period prescribed by Law that WMC
Resources or another WMC Resources Group Member requests to avoid, resist, compromise, challenge or defend a demand or notice issued by a Governmental Agency which gives rise to an Alumina Limited Tax Claim, provided WMC Resources indemnifies, or
procures that the relevant WMC Resources Group Member indemnifies, Alumina Limited against any Liability or Loss which may be suffered or incurred as a result of
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	 compliance with their request.  The action that WMC Resources or the other WMC Resources Group Member may request be taken by Alumina Limited in respect of a Tax
Claim Amount includes the making of challenges, appeals and objections, provided that all other avenues of review have been exhausted.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  WMC Resources may, as an alternative to requiring action to be taken by the Alumina Limited Group under clause 13.5(a), give notice to Alumina Limited requiring
it to appoint or to ensure that an Alumina Limited Group Member appoints WMC Resources or another WMC Resources Group Member as its representative, to take action to avoid, resist, compromise, challenge or defend the Alumina Limited Tax
Claim.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  Any action required under this clause 13.5 must be taken in a timely manner.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (d)
 	  The provisions of clauses 7.7(b)(vi) and (vii) and (c) to (i) apply in respect of any notice given and action taken by WMC Resources under
clause 13.5(b).
 
	  
 	  
 	  
 	  
 	  
 
	 
13.6
 	  Alumina Limited indemnity
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  If, following the making of a payment under clause 13.1 in respect of a Tax Claim Amount, all or part of the amount so paid by WMC Resources is refunded by way
of credit, refund or rebate of Tax to the Alumina Limited Group Member (including, but not limited to, any amount or credit received following a successful objection or appeal), Alumina Limited must immediately pay to WMC Resources or the relevant
WMC Resources Group Member, an amount equal to the refund (or, if clause 13.1(d) applies, an amount equal to the relevant proportion of the refund) after deducting the relevant reasonable costs and expenses incurred by the Alumina Limited Group
Member in obtaining the refund (to the extent that those costs and expenses have not already been met by WMC Resources).  Payments under this clause 13.6 will be treated in accordance with clause 17.
 
	  
 	  
 	  
 	  
 	  
 
	 
13.7
 	  Expert
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  If WMC Resources (or the relevant WMC Resources Group Member) and Alumina Limited cannot agree on any amount to be paid under this clause 13 within 21 days of a
dispute arising, then either WMC Resources or Alumina Limited may refer the disagreement to an expert with the request that the expert make a decision on the disagreement as soon as practicable after receiving any submissions from WMC Resources or
the relevant WMC Resources Group Member and Alumina Limited (and, so far as practicable, not later than seven days before the latest date on which payment in respect of the Alumina Limited Tax Claim may lawfully be made without incurring any further
penalty or interest for late payment).
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  The expert is to be a person with over ten years experience in Tax agreed by WMC Resources and Alumina Limited, or if they do not agree on the person to be appointed
within seven days of one party
 
							

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 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  requesting appointment, a person with the same expertise in relation to any payments due under clause 13.1, appointed by the President of the Institute of
Chartered Accountants in Australia at the request of either WMC Resources or Alumina Limited.  The decision of the expert is to be conclusive and binding on the parties in the absence of manifest error.  WMC Resources and Alumina Limited
agree to each pay one half of the expert’s costs and expenses in connection with the reference.  The expert is appointed as an expert and not as an arbitrator.  The procedures for determination are to be decided by the expert in their
absolute discretion.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  If the dispute cannot be resolved by the expert on or before the date falling seven days before the latest date on which payment in respect of the Alumina Limited
Tax Claim may lawfully be made without incurring any further penalty or interest for late payment, then WMC Resources must, pending the determination of the expert, pay to Alumina Limited the amount claimed under clause 13.1 in respect of that
Alumina Limited Tax Claim, including the disputed amount or amounts.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (d)
 	  If clause 13.7(c) applies and the expert’s determination is that the amount of the payment to be made by WMC Resources in respect of the Alumina Limited
Tax Claim either exceeds or is less than the amount paid under clause 13.7(c), then:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  if the amount determined by the expert is less than the amount paid by WMC Resources, Alumina Limited must immediately pay to WMC Resources an amount equal to the
difference between the amount so determined and the amount paid; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  if the amount determined by the expert exceeds the amount paid by WMC Resources, then WMC Resources must immediately pay to Alumina Limited an amount equal to the
difference between the amount so determined and the amount paid,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 and payments under this clause 13.7 are to be treated in accordance with clause 17.
 
	  
 	  
 	  
 	  
 	  
 
	 
13.8
 	  Accounting for Tax refunds
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  If, after the Accounting Effective Date, WMC Resources or any other WMC Resources Group Member receives any credit, rebate or refund of Tax in respect of any Alumina
Limited Group Member that provides the WMC Resources Group Member with a benefit that:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  reduces the amount of Tax payable by that WMC Resources Group Member; or
 
							

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 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  (b)
 	  entitles that WMC Resources Group Member to receive a refund of Tax previously paid,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  WMC Resources shall cause the amount of that benefit to be paid to the relevant Alumina Limited Group Member immediately after the WMC Resources Group Member pays
the reduced amount of Tax or receives the refund of Tax previously paid (as applicable).
 
	  
 	  
 	  
 	  
 	  
 
	 
14.
 	  WMC Resources Tax Claims
 
	  
 	  
 	  
 	  
 	  
 
	 
14.1
 	  Indemnity for WMC Resources Tax Claims
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Subject to this clause 14, if a WMC Resources Tax Claim is received or suffered by WMC Resources or a WMC Resources Group Member at any time, then:


	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources and Alumina Limited must determine whether the Tax Claim Amount is reasonably attributable to a Demerged Business or a Former WMC Resources Business,
or alternatively to a Retained Alumina Limited Business or a Former Alumina Limited Business;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  if the Tax Claim Amount is reasonably attributable to a Demerged Business or a Former WMC Resources Business, Alumina Limited has no liability to WMC Resources or
any other WMC Resources Group Member in respect of that Tax Claim Amount;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  if the Tax Claim Amount is reasonably attributable to a Retained Alumina Limited Business or Former Alumina Limited Business, Alumina Limited must indemnify, and
must procure that each other Alumina Limited Group Member indemnifies, the relevant WMC Resources Group Member in respect of the Tax Claim Amount;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (d)
 	  if the Tax Claim Amount cannot reasonably be attributed in accordance with clause 14.1(b) or (c), then Alumina Limited must indemnify the relevant WMC Resources
Group Member in respect of that proportion of the Tax Claim Amount that is determined by the expert, having regard to the Demerger Principle, to be reasonable.  The appointment and determination of the expert will be governed by
clause 14.7; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (e)
 	  if WMC Resources and Alumina Limited cannot agree on the allocation of the Tax Claim Amount, the matter is to be referred for the determination of the expert under
clause 14.7.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Payments under this clause 14 will be treated in accordance with clause 17.
 
	  
 	  
 	  
 	  
 	  
 
	 
14.2
 	  Exclusions
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  The obligations of Alumina Limited under clause 14.1 do not apply in respect of a Tax Claim Amount:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  to the extent that the Tax Claim Amount arises from the failure by WMC Resources after the Accounting Effective Date to supply to Alumina Limited or another Alumina
Limited Group Member on a
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  timely basis information which is reasonably requested by Alumina Limited or another Alumina Limited Group Member in relation to a Tax Claim Amount including,
without limitation, a breach by WMC Resources of clause 14.5; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  to the extent that the Tax Claim Amount arises from the failure by the WMC Resources Group Member after the Accounting Effective Date, in a timely manner, to
properly:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  lodge any return, notice of proposed adjustment, challenge, other notice, objection or other document in relation to the WMC Resources Tax Claim;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  claim all or any portion of any relief, allowance, deduction, credit, rebate or right to repayment; or
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  disclose or correctly describe in any return, notice, objection or other document relating to the WMC Resources Tax Claim any fact, matter or thing to the extent
that it was or might reasonably be expected to have been within the knowledge of either WMC Resources or another WMC Resources Group Member; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (c)
 	  to the extent that the relevant WMC Resources Tax Claim was issued or made as a direct consequence of any omission, representation or disclosure not previously
agreed by Alumina Limited (such agreement not to be unreasonably withheld), other than an act required by Law, by or on behalf of WMC Resources, any other WMC Resources Group Member or any of their respective Representatives on or after the
Accounting Effective Date.
 
	  
 	  
 	  
 	  
 	  
 
	 
14.3
 	  Payment
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Payments under clause 14.1 must be made to WMC Resources at least seven days before the latest date on which that payment may lawfully be made without incurring
any further penalty or interest for late payment.
 
	  
 	  
 	  
 	  
 	  
 
	 
14.4
 	  Notice and assistance
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  If WMC Resources becomes aware of a WMC Resources Tax Claim it must give written notice of it to Alumina Limited within 10 days of becoming so aware.


	  
 	  
 	  
 	  
 	  
 
	 
14.5
 	  Action taken
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources must ensure that any WMC Resources Group Member takes any proper and reasonable action within any response period prescribed by Law that Alumina
Limited or another Alumina Limited Group Member requests to avoid, resist, compromise, challenge or defend a demand or notice issued by a Governmental Agency which gives rise to a WMC Resources Tax Claim, provided Alumina Limited indemnifies, or
procures that the relevant Alumina Limited Group Member indemnifies, WMC Resources against any Liability or Loss which may be suffered or incurred as a result of
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  compliance with their request.  The action that Alumina Limited or the other Alumina Limited Group Member may request be taken by WMC Resources in respect of a
Tax Claim Amount includes the making of challenges, appeals and objections, provided that all other avenues of review have been exhausted.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  Alumina Limited may, as an alternative to requiring action to be taken by the WMC Resources Group under clause 14.5(a), give notice to WMC Resources requiring
it to appoint or to ensure that a WMC Resources Group Member appoints Alumina Limited or another Alumina Limited Group Member as its representative, to take action to avoid, resist, compromise, challenge or defend the WMC Resources Tax
Claim.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (c)
 	  Any action required under this clause 14.5 must be taken in a timely manner.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (d)
 	  The provisions of clauses 7.8(b)(vi) and (vii) and (c) to (i) apply in respect of any notice given and action taken by Alumina Limited under
clause 14.5(b).
 
	  
 	  
 	  
 	  
 	  
 
	 
14.6
 	  WMC Resources indemnity
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  If, following the making of a payment under clause 14.1 in respect of a Tax Claim Amount, all or part of the amount so paid by Alumina Limited is refunded by
way of credit, refund or rebate of Tax to the WMC Resources Group Member (including, but not limited to, any amount or credit received following a successful objection or appeal), WMC Resources must immediately pay to Alumina Limited or the relevant
Alumina Limited Group Member, an amount equal to the refund (or, if clause 14.1(d) applies, an amount equal to the relevant proportion of the refund) after deducting the relevant reasonable costs and expenses incurred by the WMC Resources Group
Member in obtaining the refund (to the extent that those costs and expenses have not already been met by Alumina Limited).  Payments under this clause 14.6 will be treated in accordance with clause 17.
 
	  
 	  
 	  
 	  
 	  
 
	 
14.7
 	  Expert
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  If Alumina Limited (or the relevant Alumina Limited Group Member) and WMC Resources cannot agree on any amount to be paid under this clause 14 within 21 days of
a dispute arising, then either Alumina Limited or WMC Resources may refer the disagreement to an expert with the request that the expert make a decision on the disagreement as soon as practicable after receiving any submissions from Alumina Limited
or the relevant Alumina Limited Group Member and WMC Resources (and, so far as practicable, not later than seven days before the latest date on which payment in respect of the WMC Resources Tax Claim may lawfully be made without incurring any
further penalty or interest for late payment).
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  The expert is to be a person with over ten years experience in Tax agreed by Alumina Limited and WMC Resources, or if they do not
 
							

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 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  
 	  agree on the person to be appointed within seven days of one party requesting appointment, a person with the same expertise in relation to any payments due under
clause 14.1, appointed by the President of the Institute of Chartered Accountants in Australia at the request of either Alumina Limited or WMC Resources.  The decision of the expert is to be conclusive and binding on the parties in the
absence of manifest error.  Alumina Limited and WMC Resources agree to each pay one half of the expert’s costs and expenses in connection with the reference.  The expert is appointed as an expert and not as an arbitrator.  The
procedures for determination are to be decided by the expert in their absolute discretion.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  If the dispute cannot be resolved by the expert on or before the date falling seven days before the latest date on which payment in respect of the WMC Resources Tax
Claim may lawfully be made without incurring any further penalty or interest for late payment, then Alumina Limited must, pending the determination of the expert, pay to WMC Resources the amount claimed under clause 14.1 in respect of that WMC
Resources Tax Claim, including the disputed amount or amounts.
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (d)
 	  If clause 14.7(c) applies and the expert’s determination is that the amount of the payment to be made by Alumina Limited in respect of the WMC Resources
Tax Claim either exceeds or is less than the amount paid under clause 14.7(c), then:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  if the amount determined by the expert is less than the amount paid by Alumina Limited, WMC Resources must immediately pay to Alumina Limited an amount equal to the
difference between the amount so determined and the amount paid; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  if the amount determined by the expert exceeds the amount paid by Alumina Limited, then Alumina Limited must immediately pay to WMC Resources an amount equal to the
difference between the amount so determined and the amount paid,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 and payments under this clause 14.7 are to be treated in accordance with clause 17.
 
	  
 	  
 	  
 	  
 	  
 
	  14.8

 	  Accounting for Tax Refunds
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  If, after the Accounting Effective Date, Alumina Limited or any other Alumina Limited Group Member receives any credit, rebate or refund of Tax in respect of any WMC
Resources Group Member that provides the Alumina Limited Group Member with a benefit that:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  reduces the amount of Tax payable by that Alumina Limited Group Member; or
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  (b)
 	  entitles that Alumina Limited Group Member to receive a refund of Tax previously paid,
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited shall cause the amount of that benefit to be paid to the relevant WMC Resources Group Member immediately after the Alumina Limited Group Member pays
the reduced amount of Tax or receives the refund of Tax previously paid (as applicable).
 
	  
 	  
 	  
 	  
 	  
 
	 
15.
 	  Regulatory Matters
 
	  
 	  
 	  
 	  
 	  
 
	 
15.1
 	  Transfer of Statutory Licences
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited and WMC Resources agree to co-operate in relation to the grant or transfer of Statutory Licences.
 
	  
 	  
 	  
 	  
 	  
 
	 
15.2
 	  Enquiries by Governmental Agencies
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited and WMC Resources agree to co-operate in relation to any regulatory or other enquiries commenced or made by any Governmental Agency in relation to
conduct by an Alumina Limited Group Member and/or a WMC Resources Group Member prior to, on or after the Demerger Date including, without limitation, by providing:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (a)
 	  information after the Demerger Date; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  reasonable access to their respective personnel, premises, assets and Records within their custody, power, possession or control.
 
	  
 	  
 	  
 	  
 	  
 
	 
16.
 	  Indemnity
 
	  
 	  
 	  
 	  
 	  
 
	 
16.1
 	  Alumina Limited indemnity
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 Unless otherwise expressly provided in a Transaction Document, Alumina Limited indemnifies, and must procure that each other Alumina Limited Group Member indemnifies,
WMC Resources and each other WMC Resources Group Member against any Liability or Loss arising directly or indirectly from, or incurred in connection with, a breach by Alumina Limited or any other Alumina Limited Group Member of a Transaction
Document.
 
	  
 	  
 	  
 	  
 	  
 
	 
16.2
 	  WMC Resources indemnity
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Unless otherwise expressly provided in a Transaction Document, WMC Resources indemnifies, and must procure that each other WMC Resources Group Member indemnifies,
Alumina Limited and each other Alumina Limited Group Member against any Liability or Loss arising directly or indirectly from, or incurred in connection with, a breach by WMC Resources or any other WMC Resources Group Member of a Transaction
Document.
 
	  
 	  
 	  
 	  
 	  
 
	 
16.3
 	  Alumina Limited indemnity not affected
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  Alumina Limited and each Alumina Limited Group Member’s liability under clause 16.1 is not affected by anything which might release or exonerate
or
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks 
 
	  
 	  
 
	  
 	  otherwise affect it at law or in equity including, but not limited to, one or more of the following:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  WMC Resources or another WMC Resources Group Member granting time or other indulgences to, compromising with or partially releasing Alumina Limited or another
Alumina Limited Group Member in any way;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (b)
 	  laches, acquiescence, delay, acts or omissions on the part of WMC Resources or another WMC Resources Group Member;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  any variation or novation of a right of WMC Resources or another WMC Resources Group Member;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (d)
 	  any alteration of this deed (other than an amendment to or release in respect of clause 16.1) or any agreement entered into in the performance of this deed,
including, without limitation, the other Transaction Documents and any variation to those documents; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (e)
 	  the invalidity or unenforceability of an obligation or liability of a person other than WMC Resources or another WMC Resources Group Member.
 
	  
 	  
 	  
 	  
 	  
 
	 
16.4
 	  WMC Resources indemnity not affected
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  WMC Resources and each WMC Resources Group Member’s liability under clause 16.2 is not affected by anything which might release or exonerate or otherwise
affect it at law or in equity including, but not limited to, one or more of the following:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (a)
 	  Alumina Limited or another Alumina Limited Group Member granting time or other indulgences to, compromising with or partially releasing WMC Resources or another WMC
Resources Group Member in any way;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (b)
 	  laches, acquiescence, delay, acts or omissions on the part of Alumina Limited or another Alumina Limited Group Member;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  any variation or novation of a right of Alumina Limited or another Alumina Limited Group Member;
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  (d)
 	  any alteration of this deed (other than an amendment to or release in respect of clause 16.2) or any agreement entered into in the performance of this deed,
including, without limitation, the Transaction Documents and any variation to those documents; and
 
	  
 	  
 	  
 	  
 	  
 
	  
 	 (e)
 	  the invalidity or unenforceability of an obligation or liability of a person other than Alumina Limited or another Alumina Limited Group Member.
 
	  
 	  
 	  
 	  
 	  
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
17.
 	  Tax Adjustment for Indemnities
 
	  
 	  
 
	 
17.1
 	  Alumina Limited Indemnities
 
	  
 	  
 
	  
 	  Without limiting the obligations of Alumina Limited and each other Alumina Limited Group Member under an Alumina Limited Indemnity, the parties acknowledge and agree
that, in respect of each Alumina Limited Indemnity, to the extent that a payment is due and payable under that indemnity in respect of a Liability or Loss of a WMC Resources Group Member, then the Alumina Limited Indemnity Payment should:


	  
 	  
 
	  
 	 (a)
 	  be made by the vendor of the shares in that WMC Resources Group Member to WMC Resources or another WMC Resources Group Member, as purchaser of the relevant shares;
and
 
	  
 	  
 	  
 
	  
 	  (b)
 	  unless a tax deduction is available, be treated as a pro rata reduction in the purchase price for each share in the WMC Resources Group Member paid by WMC Resources
or another WMC Resources Group Member to the vendor.
 
	  
 	  
 	  
 
	 
17.2
 	  WMC Resources Indemnities
 
	  
 	  
 
	  
 	  Without limiting the obligations of WMC Resources and each other WMC Resources Group Member under a WMC Resources Indemnity, the parties acknowledge and agree that,
in respect of each WMC Resources Indemnity, to the extent that a payment is due and payable under that indemnity in respect of a Liability or Loss of an Alumina Limited Group Member, then the WMC Resources Indemnity Payment should:
 
	  
 	  
 
	  
 	 (a)
 	  be made by WMC Resources or another WMC Resources Group Member (as purchaser of the shares in the relevant WMC Resources Group Member) to the vendor of those shares;
and
 
	  
 	  
 	  
 
	  
 	  (b)
 	  unless a tax deduction is available, be treated as a pro rata increase in the purchase price for each share in the WMC Resources Group Member paid by WMC Resources
or another WMC Resources Group Member to the vendor.
 
	  
 	  
 	  
 
	 
17.3
 	  Gross-up for Alumina Limited Indemnities
 
	  
 	  
 
	  
 	  If, for any reason, an amount paid by Alumina Limited or another Alumina Limited Group Member to WMC Resources or another WMC Resources Group Member under an Alumina
Limited Indemnity is treated as, or gives rise to, assessable income to WMC Resources or another WMC Resources Group Member on receipt under any law relating to Tax (including, but not limited to, the capital gains tax provisions of the 1997 Tax
Act) then, Alumina Limited agrees to pay to WMC Resources or the relevant WMC Resources Group Member an additional amount under this clause 17.3 equal to:
 
	  
 	  
 
	  
 	 (A – B) x (1/(1 – T) – 1)
 
	  
 	  
 
	  
 	  where:
 
	  
 	  
 
	  
 	  A
 	  is the amount of the Alumina Limited Indemnity Payment;
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  B
 	  is the amount of the Tax Benefit in respect of the Liability or Loss in respect of which the Alumina Limited Indemnity Payment is made; and
 
	  
 	  
 	  
 
	  
 	 T
 	  is the general corporate tax rate at the time the Alumina Limited Indemnity Payment is made.
 
	  
 	  
 	  
 
	  
 	  For the avoidance of any doubt, (A – B) can be a positive or nil amount.  If it is a negative amount then, for the purposes of this clause 17.3, it
will be deemed to be a nil amount.
 
	  
 	  
 
	 
17.4
 	  Gross-up for WMC Resources Indemnities
 
	  
 	  
 
	  
 	  If, for any reason, an amount paid by WMC Resources or another WMC Resources Group Member to Alumina Limited or another Alumina Limited Group Member under a WMC
Resources Indemnity is treated as, or gives rise to, assessable income to Alumina Limited or another Alumina Limited Group Member on receipt under any law relating to Tax (including, but not limited to, the capital gains tax provisions of the 1997
Tax Act) then, WMC Resources agrees to pay to Alumina Limited or the relevant Alumina Limited Group Member an additional amount under this clause 17.4 equal to:
 
	  
 	  
 
	  
 	  (A – B) x (1/(1 – T) – 1)
 
	  
 	  
 
	  
 	 where:
 
	  
 	  
 
	  
 	  A
 	  is the amount of the WMC Resources Indemnity Payment;
 
	  
 	  
 	  
 
	  
 	  B
 	  is the amount of the Tax Benefit in respect of the Liability or Loss in respect of which the WMC Resources Indemnity Payment is made; and
 
	  
 	  
 	  
 
	  
 	  T
 	  is the general corporate tax rate at the time the WMC Resources Indemnity Payment is made.
 
	  
 	  
 	  
 
	  
 	  For the avoidance of any doubt, (A – B) can be a positive or nil amount. If it is a negative amount then, for the purposes of this clause 17.4, it will be
deemed to be a nil amount.
 
	  
 	  
 
	 
18.
 	  Dispute Resolution
 
	  
 	  
 
	 
18.1

 	  Dispute
 
	  
 	  
 
	  
 	  If a dispute arises between the parties in connection with this deed, the parties undertake in good faith to use all reasonable endeavours to settle the
dispute.
 
	  
 	  
 
	  18.2
 	  Notice of dispute
 
	  
 	  
 
	  
 	  If the parties are unable to settle a dispute within 7 days of commencement of discussions on the dispute then either party may implement the following dispute
resolution procedure, by written notice to the other.  In the notice it must designate a person with authority to resolve the matter.  The other party must designate a person with sufficient authority to resolve the dispute within
7 days of receipt of that notice.
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
18.3
 	  Resolution of dispute
 
	  
 	  
 
	  
 	  The designated persons must meet to seek to resolve the dispute, within 7 days of the last designation required by clause 18.2 being notified.
 
	  
 	  
 
	 
18.4
 	  Second appointment
 
	  
 	  
 
	  
 	  If the dispute is not resolved within those 7 days or within such further period as the representatives agree is appropriate, either party to the dispute may direct
that the matter is referred to the chief executive officers of the parties for resolution, by written notice to the other.
 
	  
 	  
 
	 
18.5
 	  Resolution of dispute
 
	  
 	  
 
	  
 	  The chief executive officers must meet to seek to resolve the dispute within one month of the reference.  If the chief executive officers cannot resolve the
dispute within one month then either party may commence court proceedings relating to the dispute.
 
	  
 	  
 
	 
18.6
 	  Exchange of information
 
	  
 	  
 
	  
 	  The parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this clause 18 is to
attempt to settle the dispute between the parties.  No party may use any information or documents obtained through the dispute resolution process established by this clause 18 for any purpose other than in an attempt to settle a dispute
between them.
 
	  
 	  
 
	 
18.7
 	  Interlocutory relief
 
	  
 	  
 
	  
 	 Nothing in this clause 18 will limit the ability or right of a party to seek interlocutory relief.
 
	  
 	  
 
	 
19.
 	  Warranties
 
	  
 	  
 
	 
19.1
 	  Warranties
 
	  
 	  
 
	  
 	  Each party represents and warrants to the other party that:
 
	  
 	  
 
	  
 	  (a)
 	  it has the power to enter into and perform its obligations under this deed and each other Transaction Document and to carry out the transactions contemplated by this
deed and each other Transaction Document;
 
	  
 	  
 	  
 
	  
 	  (b)
 	  it has taken all necessary corporate action to authorise the entry into and performance of this deed and each other Transaction Document and to carry out the
transactions contemplated by this deed and each other Transaction Document;
 
	  
 	  
 	  
 
	  
 	 (c)
 	  this deed and each other Transaction Document is its valid and binding obligation enforceable in accordance with its terms, subject to any necessary stamping and
registration;
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (d)
 	  the execution and performance by it of this deed and each other Transaction Document and each transaction contemplated under this deed and each other Transaction
Document did not and will not violate in any respect a provision of:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  a Law or treaty or a judgment, ruling, order or decree of a Governmental Agency binding on it;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  its constitution or other constituent documents; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  any other document or agreement that is binding on it or its assets; and
 
	  
 	  
 	  
 	  
 
	  
 	  (e)
 	  no meeting has been convened or resolution proposed, or petition presented or threatened, and no order has been made or is likely, for the winding-up of
it.
 
	  
 	  
 	  
 
	 
19.2
 	  Reliance on representations and warranties
 
	  
 	  
 
	  
 	 Each party acknowledges that the other party has entered into this deed and each other Transaction Document in reliance on the representations and warranties in
clause 19.1.
 
	  
 	  
 
	 
20.
 	  GST
 
	  
 	  
 
	 
20.1
 	  GST to be added to amounts payable
 
	  
 	  
 
	  
 	  If GST is payable on a Taxable Supply made under, by reference to or in connection with this deed, the party providing the Consideration for that Taxable Supply must
also pay the GST Amount as additional Consideration.  This clause 20.1 does not apply to the extent that the Consideration for the Taxable Supply is expressly agreed to be GST inclusive.
 
	  
 	  
 
	 
20.2
 	  Tax Invoice and Adjustment Note
 
	  
 	  
 
	  
 	 No payment of any amount pursuant to clause 20.1, and no payment of the GST Amount where the Consideration for a Taxable Supply is expressly agreed to be GST
inclusive, is required until the supplier has provided a Tax Invoice or Adjustment Note as the case may be to the recipient.
 
	  
 	  
 
	 
20.3
 	  Liability net of GST
 
	  
 	  
 
	  
 	  Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party,
must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability.  A party will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise
prior to the date on which the Consideration must be provided.
 
	  
 	  
 
	 
20.4
 	  Revenue exclusive of GST
 
	  
 	  
 
	  
 	  Any reference in this deed to price, value, sales, revenue or a similar amount, is a reference to the relevant amount exclusive of GST.
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
20.5
 	  Cost exclusive of GST
 
	  
 	  
 
	  
 	  Any reference in this deed (other than in the calculation of Consideration) to cost, expense or other similar amount, is a reference to the relevant amount exclusive
of GST.
 
	  
 	  
 
	 
20.6
 	  GST obligations to survive termination
 
	  
 	  
 
	  
 	  This clause 20 will continue to apply after expiration or termination of this deed.
 
	  
 	  
 
	 
21.
 	  Confidentiality
 
	  
 	  
 
	 
21.1
 	  Disclosure of Alumina Limited Information by WMC Resources
 
	  
 	  
 
	  
 	  Subject to clause 21.8, no Alumina Limited Information, irrespective of how or when the information became known to WMC Resources or a Beneficiary of WMC Resources,
may be disclosed by WMC Resources to any person except:
 
	  
 	  
 	  
 
	  
 	  (a)
 	  a director, officer, employee, adviser or auditor of WMC Resources or of any other WMC Resources Group Member requiring the information for the purposes of this
deed, any other Transaction Document, the Demerger, the Schemes or any other document, arrangement or transaction ancillary to the Demerger or the listing of WMC Resources on the stock market conducted by ASX; or
 
	  
 	  
 	  
 
	  
 	  (b)
 	  with the consent of Alumina Limited or the relevant other Alumina Limited Group Member, which consent may be given or withheld in its absolute discretion;
or
 
	  
 	  
 	  
 
	  
 	 (c)
 	  if WMC Resources or a Beneficiary of WMC Resources is required to do so by Law, the rules of a stock exchange or any Governmental Agency acting or purporting to act
within its powers and functions; or
 
	  
 	  
 	  
 
	  
 	  (d)
 	  if WMC Resources or a Beneficiary of WMC Resources is required to do so in connection with legal or arbitral proceedings relating to this deed or any other
Transaction Document.
 
	  
 	  
 	  
 
	 
21.2
 	  Disclosure of WMC Resources Information by Alumina Limited
 
	  
 	  
 	  
 
	  
 	  Subject to clause 21.8, no WMC Resources Information, irrespective of how or when the information become known to Alumina Limited or a Beneficiary of Alumina
Limited, may be disclosed by Alumina Limited to any person except:
 
	  
 	  
 	  
 
	  
 	 (a)
 	  a director, officer, employee, adviser or auditor of Alumina Limited or of any other Alumina Limited Group Member requiring the information for the purposes of this
deed, any other Transaction Document, the Demerger, the Schemes or any other document, arrangement or transaction ancillary to the Demerger or the listing of WMC Resources on the stock market conducted by ASX; or
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (b)
 	  with the consent of WMC Resources or the relevant other WMC Resources Group Member, which consent may be given or withheld in its absolute discretion; or


	  
 	  
 	  
 
	  
 	  (c)
 	  if Alumina Limited or a Beneficiary of Alumina Limited is required to do so by Law, the rules of a stock exchange or any Governmental Agency acting or purporting to
act within its powers and functions; or
 
	  
 	  
 	  
 
	  
 	 (d)
 	  if Alumina Limited or a Beneficiary of Alumina Limited is required to do so in connection with legal or arbitral proceedings relating to this deed or any other
Transaction Document.
 
	  
 	  
 	  
 
	 
21.3
 	  Disclosure of Confidential Information
 
	  
 	  
 	  
 
	  
 	  Any party disclosing Confidential Information under clause 21.1(a) or (b) or 21.2(a) or (b) must use all reasonable endeavours to ensure that persons receiving
that Confidential Information from it do not disclose the information except in the circumstances permitted in clause 21.1 or 21.2 (as applicable).
 
	  
 	  
 
	 
21.4
 	  Use of Alumina Limited Information by WMC Resources
 
	  
 	  
 
	  
 	  Subject to clause 21.8, WMC Resources must not, and must procure that each Beneficiary of WMC Resources does not, make use of Alumina Limited Information or any part
of it except for the performance of obligations or the exercise of rights under this deed, any other Transaction Document or the Schemes, except with the consent of Alumina Limited or the relevant other Alumina Limited Group Member.
 
	  
 	  
 
	 
21.5
 	  Use of WMC Resources Information by Alumina Limited
 
	  
 	  
 
	  
 	  Subject to clause 21.8, Alumina Limited must not, and must procure that each Beneficiary of Alumina Limited does not, make use of WMC Resources Information or any
part of it except for the performance of obligations or the exercise of rights under this deed, any other Transaction Document or the Schemes, except with the consent of WMC Resources or the relevant other WMC Resources Group Member.


	  
 	  
 
	 
21.6
 	  Excluded information
 
	  
 	  
 
	  
 	  Clauses 21.1, 21.2, 21.3, 21.4, 21.5 and 21.7 do not apply to:
 
	  
 	  
 
	  
 	  (a)
 	  Confidential Information which is in or becomes part of the public domain other than through breach of this deed or an obligation of confidence owed to a Discloser
or the relevant provider of the Confidential Information; or
 
	  
 	  
 	  
 
	  
 	 (b)
 	  Confidential Information which was developed by a Recipient or the relevant recipient of the Confidential Information independently of the Confidential Information
of any Discloser; or
 
	  
 	  
 	  
 
	  
 	  (c)
 	  Confidential Information which is both Alumina Limited Information and WMC Resources Information; or
 
	  
 	  
 	  
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (d)
 	  the use or disclosure of Confidential Information which a Recipient or the relevant recipient of the Confidential Information acquires, independently of the
relationship between the Alumina Limited Group and the WMC Resources Group, whether before or after the Demerger Date, from a third party source legally entitled to possess the Confidential Information and provide it to the Recipient or relevant
recipient, if that use or disclosure is in accordance with the rights or permission lawfully granted to that Recipient or relevant recipient by that third party.
 
	  
 	  
 	  
 
	 
21.7
 	  Return of Confidential Information
 
	  
 	  
 
	  
 	  Subject to clause 21.8, a party who has received Confidential Information from another under this deed must, on the request of the other party, immediately deliver
to that party all documents or other materials containing or referring to that information which are in its possession, power or control or in the possession, power or control of persons who have received Confidential Information from it under
clause 21.1(a) or (b) or 21.2(a) or (b).
 
	  
 	  
 
	 
21.8
 	  Use and disclosure of combined Confidential Information
 
	  
 	  
 
	  
 	  (a)
 	  WMC Resources and any Beneficiary of WMC Resources may use Confidential Information which is both Alumina Limited Information and WMC Resources Information, and
disclose such Confidential Information to the extent necessary, for the purposes of any Demerged Business, but must not otherwise use or disclose such Confidential Information.
 
	  
 	  
 	  
 
	  
 	 (b)
 	  Alumina Ltd and any Beneficiary of Alumina Limited may use the Confidential Information which is both Alumina Limited Information and WMC Resources Information, and
disclose such Confidential Information to the extent necessary, for the purposes of any Retained Alumina Limited Business, but must not otherwise use or disclose such Confidential Information.
 
	  
 	  
 	  
 
	 
21.9
 	  Termination
 
	  
 	  
 
	  
 	  This clause 21 will survive termination (for whatever reason) of this deed or any other Transaction Document.
 
	  
 	  
 
	 
21.10
 	  No disclosure
 
	  
 	  
 
	  
 	  Except as otherwise agreed or duly required by Law or any regulatory authority no party will disclose the terms of this deed or any other Transaction Document to any
person other than its directors, officers, employees, advisers, lenders or auditors on a confidential basis.
 
	  
 	  
 
	 
21.11
 	  Beneficiaries to be bound
 
	  
 	  
 
	  
 	  Each of Alumina Limited and WMC Resources must ensure that none of their respective Beneficiaries does any act or thing which, if done by Alumina Limited or WMC
Resources, would constitute a breach of the undertakings in this clause 21.
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
22.
 	  Notices
 
	  
 	  
 
	  
 	  Any notice, demand, consent or other communication (a Notice) given or made under this deed:
 
	  
 	  
 
	  
 	 (a)
 	  must be in writing and signed by a person duly authorised by the sender;
 
	  
 	  
 	  
 
	  
 	  (b)
 	  must either be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered air mail) or by hand or fax to the
address or fax number set out below or the address or fax number last notified by the intended recipient to the sender:
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  Alumina Limited:
 	  Alumina Limited
 
	  
 	  
 	  
 	  
 	  Level 12
 
	  
 	  
 	  
 	  
 	  IBM Centre
 
	  
 	  
 	  
 	  
 	 60 City Road
 
	  
 	  
 	  
 	  
 	  Southbank  Vic  3006
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  Attention:
 	  Company Secretary
 
	  
 	  
 	  
 	  
 	  Fax No:
 	  (03) 8699 2699
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  WMC Resources:
 	  WMC Resources Ltd
 
	  
 	  
 	  
 	  
 	  Level 16
 
	  
 	  
 	  
 	  
 	  IBM Centre
 
	  
 	  
 	  
 	  
 	  60 City Road
 
	  
 	  
 	  
 	  
 	  Southbank  Vic  3006
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	 Attention:
 	  Company Secretary
 
	  
 	  
 	  
 	  
 	  Fax No:
 	  (03) 9862 1905; and
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  (c)
 	  will be taken to be duly given or made:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)
 	  in the case of delivery in person, when delivered;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 (ii)
 	  in the case of delivery by post, two business days after the date of posting (if posted to an address in the same country) or seven business days after the date of
posting (if posted to an address in another country);
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (iii)
 	  in the case of fax, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct
destination fax machine number and indicating that the transmission has been made without error,
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  but if the result is that a Notice would be taken to be given or made on a day that is not a business day in the place to which the Notice is sent or is later than
4pm (local time) it will be taken to have been duly given or made at the commencement of business on the next business day in that place.
 
										

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
23.
 	  Miscellaneous
 	 
 
	  
 	  
 	 
 
	 
23.1
 	  Costs and stamp duty
 	 
 
	  
 	  
 	 
 
	  
 	  Except as otherwise agreed between the parties, each party must bear its own costs arising out of the negotiation, preparation and execution of this deed. 
Subject to the provisions of this deed, all stamp duty (including fines, penalties and interest) that may be payable on or in connection with this deed and any instrument executed under this deed must be borne in equal proportions by WMC Resources
and Alumina Limited.
 	 
 
	  
 	  
 	 
 
	 
23.2
 	  Amendment
 	 
 
	  
 	  
 	 
 
	  
 	  No amendment or variation of this deed is valid or binding on a party unless made in writing and executed by each of the parties.
 	 
 
	  
 	  
 	 
 
	 
23.3
 	  Approvals and consent
 	 
 
	  
 	  
 	 
 
	  
 	  Subject to any express provision in this deed to the contrary, any consent to be given under this deed by a party may not be unreasonably withheld.
 	 
 
	  
 	  
 	 
 
	 
23.4
 	  Assignment
 	 
 
	  
 	  
 	 
 
	  
 	 The rights and obligations of the parties under this deed are personal.  They cannot be assigned, encumbered or otherwise dealt with and no party may attempt, or
purport, to do so without the prior written consent of the other party.
 	 
 
	  
 	  
 	 
 
	 
23.5
 	  Further assurances
 	 
 
	  
 	  
 	 
 
	  
 	  Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the
provisions of this deed and the transactions contemplated by it.  This obligation includes:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  an obligation to provide information, except where that information may not be provided because of binding confidentiality obligations to another person (not being a
member of the same Group as the party); and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (b)
 	  an obligation to preserve rights against any other person where those rights are held by the Alumina Limited Group and relate to the Demerged Businesses or any
Former WMC Resources Business, or are held by the WMC Resources Group and relate to any Retained Alumina Limited Business or any Former Alumina Limited Business.
 	 
 
	  
 	  
 	  
 	 
 
	 
23.6
 	  Entire agreement
 	 
 
	  
 	  
 	 
 
	  
 	  This deed contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the
parties in connection with it.
 	 
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	 
23.7
 	  No waiver
 	 
 
	  
 	  
 	 
 
	  
 	  No failure to exercise nor any delay in exercising any right, power or remedy by a party operates as a waiver.  A single or partial exercise of any right power
or remedy does not preclude any other or further exercise of that or any other right, power or remedy.  A waiver is not valid or binding on the party granting that waiver unless made in writing.
 	 
 
	  
 	  
 	 
 
	 
23.8
 	  Rights cumulative
 	 
 
	  
 	  
 	 
 
	  
 	  The rights, powers and remedies provided to a party under this deed are in addition to, and do not exclude or limit, any right, power or remedy provided by law or
equity or by any agreement.
 	 
 
	  
 	  
 	 
 
	 
23.9
 	  Severability
 	 
 
	  
 	  
 	 
 
	  
 	  Any provision of this deed that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or
unenforceability.  Any such unenforceability does not invalidate the remaining provisions of this deed nor does it affect the validity or enforceability of that provision in any other jurisdiction.
 	 
 
	  
 	  
 	 
 
	 
23.10
 	  No merger
 	 
 
	  
 	  
 	 
 
	  
 	  The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this deed.  They will survive the execution and
delivery of any assignment or other document entered into for the purpose of implementing a transaction.
 	 
 
	  
 	  
 	 
 
	 
23.11
 	  Indemnities
 	 
 
	  
 	  
 	 
 
	  
 	 Unless this deed expressly states otherwise, the indemnities in this deed are continuing obligations, independent from the other obligations of the parties under this
deed and survive termination of this deed.  It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this deed.
 	 
 
	  
 	  
 	 
 
	 
23.12
 	  Benefit for Alumina Limited and Beneficiaries
 	 
 
	  
 	  
 	 
 
	  
 	  The WMC Resources Indemnities and releases given in this deed by WMC Resources or a Beneficiary of WMC Resources benefit and are to be interpreted as benefiting (as
appropriate) each of the Beneficiaries of Alumina Limited and to be enforceable (as appropriate) by each of the Beneficiaries of Alumina Limited against WMC Resources or the relevant Beneficiary of WMC Resources accordingly.  To that extent
Alumina Limited has entered into this deed on behalf of itself and on behalf of all of its Beneficiaries.
 	 
 
	  
 	  
 	 
 
	 
23.13
 	  Benefit for WMC Resources and Beneficiaries
 	 
 
	  
 	  
 	 
 
	  
 	 The Alumina Limited Indemnities and releases given in this deed by Alumina Limited or a Beneficiary of Alumina Limited benefit and are to be interpreted as benefiting
(as appropriate) each of the Beneficiaries of WMC Resources and to be enforceable (as appropriate) by each of the Beneficiaries of WMC Resources against Alumina Limited or the relevant Beneficiary of Alumina
 	 
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  Limited accordingly.  To that extent WMC Resources has entered into this deed on behalf of itself and on behalf of all of its Beneficiaries.
 
	  
 	  
 
	 
23.14
 	  Enurement
 
	  
 	  
 
	  
 	  The provisions of this deed will enure for the benefit of and be binding on the parties and their respective successors and permitted substitutes and assigns and
(where applicable) legal personal representatives.
 
	  
 	  
 
	 
23.15
 	  Governing law and jurisdiction
 
	  
 	  
 
	  
 	  This deed is governed by the laws of Victoria.  Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with
matters concerning this deed.
 
	  
 	  
 
	 
23.16
 	  Counterparts
 
	  
 	  
 
	  
 	  This deed may be executed in any number of counterparts.  All counterparts together will be taken to constitute one instrument.
 
	  
 	  
 
	 
24.
 	  Definitions and Interpretation
 
	  
 	  
 
	 
24.1
 	  Definitions
 
	  
 	  
 
	  
 	 The following definitions apply unless the context requires otherwise:
 
	  
 	  
 
	  
 	  1997 Tax Act means the Income Tax Assessment Act 1997 (Cth).
 
	  
 	  
 
	  
 	  Accounting Effective Date means 30 November 2002 or such other date agreed by Alumina Limited and WMC Resources.
 
	  
 	  
 
	  
 	  Adjustment Note has the meaning given in the GST Law.
 
	  
 	  
 
	  
 	  Alumina Limited Employee means any employee of any Alumina Limited Group Member.
 
	  
 	  
 
	  
 	  Alumina Limited 2002 Financial Report means the Financial Statements of Alumina Limited for the 12 months ended 31 December 2002.
 
	  
 	  
 
	  
 	 Alumina Limited Group means Alumina Limited and each of its Related Bodies Corporate from time to time, and includes any relevant entity to which
clause 3.10 applies, as if that entity had been transferred to the Alumina Limited Group on or before the Demerger Date, but excludes the WMC Resources Group.  Immediately after the Demerger Date, the Alumina Limited Group will, or is
intended to, comprise those entities set out in schedule 2.
 
	  
 	  
 
	  
 	  Alumina Limited Group Member means any member of the Alumina Limited Group.
 
	  
 	  
 
	  
 	  Alumina Limited Guarantee means any form of financial support, whether a guarantee, indemnity, letter of comfort or monetary pledge, given by Alumina
Limited or another Alumina Limited Group Member to a third party (including another Alumina Limited Group Member) in relation to, and to the extent of, obligations of WMC Resources or any other WMC Resources
 
			

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	 Group Member.  It includes, without limitation, each of the arrangements described in schedule 7.
 
	  
 	  
 
	  
 	  Alumina Limited Indemnity means each of the indemnities given by Alumina Limited or another Alumina Limited Group Member under this deed.


	  
 	  
 
	  
 	  Alumina Limited Indemnity Payment means a payment which is due and payable by Alumina Limited or another Alumina Limited Group Member under an Alumina
Limited Indemnity.
 
	  
 	  
 
	  
 	  Alumina Limited Information means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered,
within the knowledge of a party or any other member of its Group relating to and including the business, technology or other affairs of the Alumina Limited Group.
 
	  
 	  
 
	  
 	  Alumina Limited Tax Claim means a notice of assessment or a deemed assessment (including a notice of adjustment of a loss claimed by a company in a
manner adversely affecting the relevant company), demand or other document issued or action taken by or on behalf of a Governmental Agency, whether before, on or after the Accounting Effective Date which relates to a transaction entered into by, or
an act or omission of, or occurrence affecting any Alumina Limited Group Member on or before the Accounting Effective Date, as a result of which any Alumina Limited Group Member is liable to make a payment for Tax, or is deprived of any credit,
rebate, refund, relief, allowance or deduction, in respect of a period ending before the Accounting Effective Date.
 
	  
 	  
 
	  
 	 ASIC means the Australian Securities and Investments Commission.
 
	  
 	  
 
	  
 	  ASX means Australian Stock Exchange Limited.
 
	  
 	  
 
	  
 	  ASX Listing Application means the application by WMC Resources dated 28 October 2002 for the admission of WMC Resources to the official list of ASX and
for the granting of official quotation of all WMC Resources shares on the stock market conducted by ASX.
 
	  
 	  
 
	  
 	  ASX Warranty means the warranty, given by WMC Resources in clause 4 of Part 3 of the ASX Listing Application, that the information and
documents provided to ASX for the purposes of the ASX Listing Application are and will be true and complete.
 
	  
 	  
 
	  
 	  AWAC Business means the business of the unincorporated joint venture between Alumina Limited and Alcoa Inc known as Alcoa World Alumina and Chemicals,
the interest of Alumina Limited in which is held through:
 
	  
 	  
 
	  
 	 (a)
 	  its wholly-owned Subsidiary WIH, which has a direct or indirect 40% interest in each of Alcoa World Alumina LLC, Alcoa Carribbean Alumina Holdings LLC, Alumina
Española SA, Alcoa Chemie Nederland BV, Alcoa Moerdijk BV, Alcoa Chemie GmbH and Abalco SA; and
 
	  
 	  
 	  
 
	  
 	  (b)
 	  Alcoa of Australia Limited (ABN 93 004 879 298), in which Alumina Limited has a direct 39.25% interest.
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  Beneficiary means, in relation to a party, any Related Body Corporate of that party and any Representative of that party or of any Related Body
Corporate of that party.
 	 
 
	  
 	  
 	 
 
	  
 	 Business Day means a day (other than Saturday or Sunday or a public holiday) on which banks are generally open for business in Melbourne.

	 
 
	  
 	  
 	 
 
	  
 	  Capital Reduction has the meaning given in the Share Scheme.
 	 
 
	  
 	  
 	 
 
	  
 	  Claims means any allegations, debts, causes of action, liabilities, claims, litigation, proceedings, claim for contribution or indemnity suits or
demands of any nature which exist now or at any time in the future, whether at law, in equity, due to negligence of a party or under statute.
 	 
 
	  
 	  
 	 
 
	  
 	  Companies means the entities of which ownership or control is intended to be transferred to WMC Resources by the transfer of the Sale
Shares.
 	 
 
	  
 	  
 	 
 
	  
 	 Confidential Information means Alumina Limited Information or WMC Resources Information, as the case requires.
 	 
 
	  
 	  
 	 
 
	  
 	  Consideration has the meaning given in the GST Law.
 	 
 
	  
 	  
 	 
 
	  
 	  Contracts means the contracts and commitments for the lease, purchase or sale of goods or services, or the contracts, commitments and licences for or
in connection with information technology or the conduct of research or the development of Intellectual Property, entered into by a party with a third party as the case requires:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  before the date of this deed; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  between the date of this deed and the Demerger Date.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 Corporations Act means the Corporations Act 2001 (Cth).
 	 
 
	  
 	  
 	 
 
	  
 	  Costs means external legal costs and expenses, penalties, fines and any other like cost directly associated with a matter.
 	 
 
	  
 	  
 	 
 
	  
 	  Deed of Cross Guarantee means the Deed of Cross Guarantee dated 25 May 1994 between Alumina Limited, WMC Resources, WMC (Olympic Dam Corporation)
Pty Ltd, WMC (Olympic Dam Operations) Pty Ltd, WMC Fertilizers Pty Ltd, WMCRI, Hi-Fert Pty Ltd, WIH, WMC Securities Pty Ltd and Western Mining Corporation Pty Ltd.
 	 
 
	  
 	  
 	 
 
	  
 	  Demerged Business Liabilities means all Liabilities related to or connected with the Demerged Businesses or the Companies (irrespective of when they
came into existence).
 	 
 
	  
 	  
 	 
 
	  
 	 Demerged Businesses means the business activities conducted by the WMC Resources Group immediately after the Demerger Date, as more particularly
described in the Scheme Booklet, comprising:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  the Nickel Business Unit, primarily conducted by WMC Resources;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  Olympic Dam, primarily conducted by WMC (Olympic Dam Corporation) Pty Ltd;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (c)
 	  the Queensland Fertilizer Operations, primarily conducted by WMC Fertilizers Pty Ltd and its wholly-owned Subsidiary, Hi-Fert Pty Ltd; and
 	 
 
					

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	 Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (d)
 	  minerals exploration and development activities, primarily conducted by WMC Resources and WMCRI and its Subsidiaries.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Demerger means the legal separation of the WMC Resources Group from the Alumina Limited Group, as described in the recitals to this deed.

	 
 
	  
 	  
 	 
 
	  
 	  Demerger Costs means all costs necessarily incurred in establishing Alumina Limited and WMC Resources as separate ASX-listed entities with
different boards of directors, with WMC Resources as owner of the Demerged Businesses and Companies, including (without limitation):
 	 
 
	  
 	  
 	 
 
	  
 	 (a)
 	  any stamp, transaction or registration duties or taxes (including fines, penalties and interest) that may be payable on or in connection with the implementation of
the Demerger, a Scheme, the Restructure or the Restructure Agreements;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  the fees and disbursements levied by financial, accounting, legal, taxation, mining, engineering and public relations advisers, and by independent experts, in
connection with the Demerger, the Restructure, the Scheme Booklet, the Option Scheme, the restructuring of stock appreciation rights issued by Alumina Limited prior to the Demerger Date or the issue of stock appreciation rights by WMC
Resources;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (c)
 	  the costs of the design, production, printing, packaging and dispatch of the Scheme Booklet and any supplementary or ancillary documents;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (d)
 	  any fees or other charges (other than Taxes) levied or imposed by ASIC, the Australian Taxation Office, the Supreme Court of Victoria, the United States Securities
and Exchange Commission or any other Governmental Agency (other than any stock exchange) in connection with the Demerger, the Restructure, the Scheme Booklet, the Option Scheme, the restructuring of stock appreciation rights issued by Alumina
Limited prior to the Demerger Date or the issue of stock appreciation rights by WMC Resources;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (e)
 	  any fees or other charges levied or imposed by ASX or New York Stock Exchange Inc in connection with the admission to listing of WMC Resources or the quotation of
its shares, or with the Schemes or the implementation of the Demerger;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (f)
 	  the costs of convening and conducting the meetings held in connection with the Schemes, including without limitation the costs of venue hiring, staging, video
conferencing, security; catering and webcasting;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (g)
 	  the fees and disbursements levied by any share registry in connection with the Scheme Booklet, the meetings held in connection with the Schemes or the implementation
of the Demerger, or by any depositary in connection with the admission to listing of WMC Resources by New York Stock Exchange Inc, or by any share plan administrator in connection with the Option Scheme, the restructuring of stock appreciation
rights issued by Alumina Limited 
 	 
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  
 	  prior to the Demerger Date or the issue of stock appreciation rights by WMC Resources;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (h)
 	  the costs of the negotiation, preparation and execution of the WMC Resources Finance Documents and the negotiation and preparation of the documentation for, and the
conduct of, the consent solicitation and offer to purchase process in respect of the US Bonds;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (i)
 	  the fees and disbursements levied by any credit ratings agency in relation to WMC Resources or any other WMC Resources Group Member; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (j)
 	  roadshow costs associated with the Demerger,
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  but excluding all amounts payable by Alumina to WMC Resources under the Transitional Services Agreement.
 	 
 
	  
 	  
 	 
 
	  
 	  Demerger Date has the meaning given in the Share Scheme.
 	 
 
	  
 	  
 	 
 
	  
 	 Demerger Dividend means the dividend to be declared and paid by the board of directors of Alumina Limited in accordance with the Dividend Resolution and
the Share Scheme.
 	 
 
	  
 	  
 	 
 
	  
 	  Demerger Principle means the fundamental principle described in clause 2.2.
 	 
 
	  
 	  
 	 
 
	  
 	  Director’s Indemnity means a Director’s Deed to be entered into by Alumina Limited in favour of a director of WMC Resources in respect of
Liability arising in connection with (among other things) the Demerger and the Scheme Booklet.
 	 
 
	  
 	  
 	 
 
	  
 	  Discloser means:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  in respect of Alumina Limited Information, an Alumina Limited Group Member; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (b)
 	  in respect of WMC Resources Information, a WMC Resources Group Member.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Dividend Resolution has the meaning given in the Share Scheme.
 	 
 
	  
 	  
 	 
 
	  
 	  Employee’s Indemnity means a Deed of Indemnity, Insurance and Access entered into by Alumina Limited and WMC Resources, prior to the Demerger
Date, in favour of an Alumina Limited Employee or a WMC Resources Employee in respect of Liability arising in connection with the Demerger and the Scheme Booklet.
 	 
 
	  
 	  
 	 
 
	  
 	  Excluded Litigation Matters means each of the matters set out in clause 7.9.
 	 
 
	  
 	  
 	 
 
	  
 	 Existing Litigation Matters means each of the matters listed in schedule 5 and any other litigation or Claim brought as at the Demerger Date by or
against WMC Resources or any other WMC Resources Group Member against or by a third party or in relation to the Demerged Businesses or a Former WMC Resources Business, other than Excluded Litigation Matters.
 	 
 
	  
 	  
 	 
 
	  
 	  Financial Statements has the meaning given in the Corporations Act.
 	 
 
	  
 	  
 	 
 
	  
 	  Formal Conveyance means any instrument effecting the creation, transfer or relinquishment of an interest of any kind in any thing and includes, without
limitation, a lease, a licence, a declaration of trust, an assignment or written 
 	 
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	 relinquishment, a novation or assignment of a contract, an instrument of transfer of land in accordance with the requirements of applicable legislation, and an
instrument of transfer of shares in accordance with the requirements of the Corporations Act or any other applicable legislation.
 	 
 
	  
 	  
 	 
 
	  
 	  Former Alumina Limited Business means any company or business which, but for its disposal by the Alumina Limited Group prior to the Demerger Date, is
more likely to have formed part of the Alumina Limited Group rather than the WMC Resources Group following the Demerger, having regard to:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  the nature of the activity conducted and the predominant use to which it was put or purpose for which it was conducted; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  the treatment of the profits of the business in the relevant management accounts.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 Former WMC Resources Business means any company or business which, but for its disposal by the Alumina Limited Group prior to the Demerger Date, is more
likely to have formed part of the WMC Resources Group rather than the Alumina Limited Group following the Demerger, having regard to:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  the nature of the activity conducted and the predominant use to which it was put or purpose for which it was conducted; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  the treatment of the profits of the business in the relevant management accounts,
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  and includes the businesses and companies listed in schedule 4.
 	 
 
	  
 	  
 	 
 
	  
 	 Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority.  It includes any self regulatory
organisation established under statute or any stock exchange.
 	 
 
	  
 	  
 	 
 
	  
 	  Group means the Alumina Limited Group or the WMC Resources Group, as the case requires.
 	 
 
	  
 	  
 	 
 
	  
 	  GST has the meaning given in the GST Law.
 	 
 
	  
 	  
 	 
 
	  
 	  GST Amount means in relation to a Taxable Supply the amount of GST payable in respect of that Taxable Supply.
 	 
 
	  
 	  
 	 
 
	  
 	  GST Group has the meaning given in the GST Law.
 	 
 
	  
 	  
 	 
 
	  
 	 GST Law has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
 	 
 
	  
 	  
 	 
 
	  
 	  Implementation Deed means the Implementation Deed dated 25 October 2002 between Alumina Limited, WMC Resources, WMC Fertilizers Pty Ltd and WMC
(Olympic Dam Corporation) Pty Ltd.
 	 
 
	  
 	  
 	 
 
	  
 	  Input Tax Credit has the meaning given in the GST Law, and a reference to an Input Tax Credit entitlement of a party includes an Input Tax Credit
for an acquisition made by that party but to which another member of the same GST Group is entitled under the GST Law.
 	 
 
	  
 	  
 	 
 
	  
 	  Intellectual Property means any industrial and intellectual property rights wherever subsisting in the world which are protected by statute, at law or
in 
 	 
 
					

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 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  equity, including all copyright and similar rights which subsist or may after the date of this deed subsist in works or other subject matter, rights in relation to
inventions (including all patents and patent applications), rights in relation to know how, confidential information and trade secrets, rights in relation to designs (whether or not registrable), rights in relation to domain names, rights in
relation to registered and unregistered trade marks and including any goodwill associated with trade in goods or services on or in relation to which registered or unregistered trade marks have been used, rights in relation to circuit layout designs,
any licence or other right to use or grant the use of any of the foregoing, and any right to apply for registration of any of the foregoing, but excludes non-assignable moral rights and similar non-assignable personal rights of authors.

	 
 
	  
 	  
 	 
 
	  
 	  Joint Litigation Matter means any Existing Litigation Matter that as at the Accounting Effective Date is being jointly managed and conducted by an
Alumina Limited Group Member and a WMC Resources Group Member.
 	 
 
	  
 	  
 	 
 
	  
 	 Law means the common law and any statute, regulation, order, rule, subordinate legislation or other document enforceable under any statute, regulation,
order, rule or subordinate legislation.
 	 
 
	  
 	  
 	 
 
	  
 	  Liabilities means all liabilities, losses, damages, penalties, costs and expenses of whatsoever nature or description as at and from the Accounting
Effective Date and irrespective of when the acts, events or things giving rise to the Liability occurred, excluding any consequential or indirect losses, economic losses, loss of profits, any Tax Claim Amount and any liabilities or losses otherwise
relating to Tax.
 	 
 
	  
 	  
 	 
 
	  
 	  Loss means any damage, loss, cost, claim, penalty, liability or expense (including without limitation legal costs and expenses) as at and from the
Accounting Effective Date, excluding any consequential or indirect losses, economic losses, loss of profits, any Tax Claim Amount and any liabilities or losses otherwise relating to Tax.
 	 
 
	  
 	  
 	 
 
	  
 	  Margin Scheme has the meaning given in the GST Law.
 	 
 
	  
 	  
 	 
 
	  
 	 Option Scheme has the meaning given in the Implementation Deed.
 	 
 
	  
 	  
 	 
 
	  
 	  Recipient means:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  in respect of Alumina Limited Information, a WMC Resources Group Member; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  in respect of WMC Resources Information, an Alumina Limited Group Member.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Records means originals and copies, in machine readable or printed form, of all books, files, reports, records, correspondence, documents and other
material, including:
 	 
 
	  
 	  
 	 
 
	  
 	 (a)
 	  minute books, statutory books and registers, books of account and copies of taxation returns;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  sales literature, market research reports, brochures and other promotional material (including printing blocks, negatives, sound tracks and associated
material);
 	 
 
					

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 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (c)
 	  all sales and purchasing records;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (d)
 	  all trading, financial and accounting records;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (e)
 	  lists of all regular suppliers and customers;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (f)
 	  all employee records;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (g)
 	  technical data and research and development records; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (h)
 	  historical and archival records.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Related Body Corporate has the meaning given in the Corporations Act.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Representative means, in relation to an entity, a director, officer, employee, agent, partner, contractor or adviser of that entity.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Required Asset means:
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (a)
 	  an asset (including plant and equipment, inventory, trade debts and other receivables and shares in companies);
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (b)
 	  a contract;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (c)
 	  a statutory or other licence or right (other than a cause of action or the benefit of any Claim);
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (d)
 	  an interest of any kind in property of any kind (including Intellectual Property),
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  that remains in the ownership or control of or becomes owned or controlled (whether before or after the Demerger Date) by an Alumina Limited Group Member (or to
which an Alumina Limited Group Member is a party) or that is within the power of an Alumina Limited Group Member to grant and that:
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (e)
 	  is required by a WMC Resources Group Member for the purpose of operating or conducting a Demerged Business or to give effect to the ownership of the Demerged
Businesses or Companies, whether or not it is also required by an Alumina Limited Group Member; or
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (f)
 	  was used, developed or procured for potential application within a Demerged Business, whether or not it was also used, developed or procured for potential
application within a Retained Alumina Limited Business,
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  whether or not it is in existence at the date of this deed.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Restructure means the restructure of the Demerged Businesses and the Companies as contemplated by clauses 1.1(a) and (b).
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 Restructure Agreements means:
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (a)
 	  all agreements relating to the transfer of the Sale Shares; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  all agreements relating to the US Transactions.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Retained Asset means:
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (a)
 	  an asset (including plant and equipment, inventory, trade debts and other receivables and shares in companies);
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  a contract;
 	 
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (c)
 	  a statutory or other licence or right (other than a cause of action or the benefit of any Claim); or
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (d)
 	  an interest of any kind in property of any kind (including Intellectual Property),
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  that is in the ownership or possession of or becomes owned or possessed (whether before or after the Demerger Date) by a WMC Resources Group Member (or to which a
WMC Resources Group Member is a party) or that is within the power of a WMC Resources Group Member to grant and that:
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (e)
 	  is required by an Alumina Limited Group Member for the purpose of conducting, or otherwise relates to, a Retained Alumina Limited Business in existence as at the
Demerger Date, whether or not it is also required by a WMC Resources Group Member; or
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (f)
 	  was used, developed or procured for potential application within a Retained Alumina Limited Business, whether or not it was also used, developed or procured for
potential application within a Demerged Business,
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 whether or not it is in existence at the date of this deed.
 	 
 
	  
 	  
 	 
 
	  
 	  Retained Alumina Limited Business means any business retained, owned or operated by the Alumina Limited Group following the Demerger.  It includes
the AWAC Business.
 	 
 
	  
 	  
 	 
 
	  
 	  Retained Business Liabilities means all Liabilities related to or connected with any Retained Alumina Limited Business (irrespective of when they came
into existence).
 	 
 
	  
 	  
 	 
 
	  
 	  Sale Shares means the shares in the entities listed in schedule 1.
 	 
 
	  
 	  
 	 
 
	  
 	  Scheme Booklet means the document of that name prepared by Alumina Limited:
 	 
 
	  
 	  
 	 
 
	  
 	 (a)
 	  containing the Schemes;
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  incorporating the explanatory statements for the Schemes required pursuant to Part 5.1 of the Corporations Act; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (c)
 	  disclosing all relevant information in respect of the Capital Reduction as required by Part 2J.1 of the Corporations Act.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  Schemes means the Share Scheme and the Option Scheme.
 	 
 
	  
 	  
 	 
 
	  
 	 Share Scheme has the meaning given in the Implementation Deed.
 	 
 
	  
 	  
 	 
 
	  
 	  Statutory Licences means all licences, consents, rights, permits and certificates relating to any aspect of the Demerged Businesses issued by any
Governmental Agency (whether in Australia or any other country).
 	 
 
	  
 	  
 	 
 
	  
 	  Subsidiary has the meaning given in the Corporations Act.
 	 
 
	  
 	  
 	 
 
	  
 	  Supply Arrangement means any arrangement for the supply of goods and services that is conducted on the basis of commercial, arm’s length terms and
conditions (whether written or unwritten) between an Alumina Limited Group Member and a WMC Resources Group Member.
 	 
 
					

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	 Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  Tax includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding that is levied or imposed by a Governmental Agency,
and any related interest, penalty, charge, fee or other amount.
 
	  
 	  
 
	  
 	  Tax Benefit means, in respect of a Liability or Loss, the amount of such Liability or Loss which:
 
	  
 	  
 
	  
 	  (a)
 	  gives rise to an allowable deduction under the 1997 Tax Act to the recipient of an Alumina Limited Indemnity Payment or a WMC Resources Indemnity Payment in respect
of such Liability or Loss;
 
	  
 	  
 	  
 
	  
 	  (b)
 	  gives rise to or increases a capital allowance (as defined in section 995-l of the 1997 Tax Act) to that recipient; or
 
	  
 	  
 	  
 
	  
 	 (c)
 	  is included (and remains included) in the ‘cost base’ of a ‘CGT asset’ (each term as defined in section 995-l of the 1997 Tax Act) of that
recipient.
 
	  
 	  
 	  
 
	  
 	  Tax Claim means an Alumina Limited Tax Claim or a WMC Resources Tax Claim.
 
	  
 	  
 	  
 
	  
 	  Tax Claim Amount means:
 
	  
 	  
 	  
 
	  
 	  (a)
 	  in the case of a WMC Resources Group Member, the amount that WMC Resources Group Member is actually required to pay in Tax as a result of a WMC Resources Tax Claim;
and
 
	  
 	  
 	  
 
	  
 	  (b)
 	  in the case of an Alumina Limited Group Member:
 
	  
 	  
 	  
 
	  
 	  
 	 (i)
 	  the amount that Alumina Limited Group Member is required to pay in Tax as a result of an Alumina Limited Tax Claim; and
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)
 	  the amount of any credit, rebate, offset or refund of Tax lost by that Alumina Limited Group Member as a result of a WMC Resources Tax Claim,
 
	  
 	  
 
	  
 	  and in all cases includes any damages, losses, costs or expenses suffered or incurred, whether directly or indirectly, in respect of any Tax Claim, but excludes any
consequential or indirect losses, economic losses or loss of profits.
 
	  
 	  
 
	  
 	  Tax Invoice has the meaning given in the GST Law.
 
	  
 	  
 
	  
 	 Taxable Supply has the meaning given in the GST Law, excluding the reference to section 84-5 of the A New Tax System (Goods and Services
Tax) Act 1999 (Cth) and (except where expressly agreed otherwise) excluding a supply in respect of which the supplier chooses to apply the Margin Scheme in working out the amount of GST on that supply.
 
	  
 	  
 
	  
 	  Transaction Documents means:
 
	  
 	  
 
	  
 	  (a)
 	  this deed;
 
	  
 	  
 	  
 
	  
 	  (b)
 	  the Implementation Deed;
 
	  
 	  
 	  
 
	  
 	  (c)
 	  the Restructure Agreements;
 
	  
 	  
 	  
 
	  
 	 (d)
 	  the Transitional Services Agreement; and
 
					

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	 Demerger Deed
 	 Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	 (e)
 	 any other document, agreement or instrument that the parties agree is a Transaction Document for the purposes of this deed.
 
	  
 	  
 
	  
 	 Transitional Services Agreement means the Transitional Services Agreement dated on or about the date of this deed between Alumina Limited and WMC
Resources.
 
	  
 	  
 
	  
 	 US Bonds means the US dollar denominated guaranteed notes and debentures issued by WMC Finance (USA):
 
	  
 	  
 
	  
 	 (a)
 	 pursuant to the Indenture dated 1 November 1993 between WMC Finance (USA), Alumina Limited and The Bank of New York (as amended), in two tranches with maturities in
2003 and 2013 (respectively); and
 
	  
 	  
 	  
 
	  
 	 (b)
 	 pursuant to the Indenture dated 1 December 1996 between WMC Finance (USA), Alumina Limited and The Bank of New York (as amended), in two tranches with maturities in
2006 and 2026 (respectively).
 
	  
 	  
 
	  
 	 US Companies means WMC Corporate Services Inc, Western Venture Inc, Carson Hill Gold Mining Corporation, Western Hog Ranch Company, 141 Union Company,
WMC (Argentina) Inc, WMC (Peru) Inc and WMC Exploration Inc.
 
	  
 	  
 
	  
 	 US Transactions means:
 
	  
 	  
 
	  
 	 (a)
 	 the sale by Western Mining Corporation (USA) of the shares in the US Companies (other than WMC CSI) to WMC CSI, in consideration for shares in WMC CSI;


	  
 	  
 	  
 
	  
 	 (b)
 	 the distribution by Western Mining Corporation (USA), by way of the declaration and payment of a dividend on its ordinary shares, of the shares in WMC CSI (including
indirectly the other US Companies) to WIH (such dividend also comprising the payment of a cash sum and the transfer of an intercompany receivable to WIH);
 
	  
 	  
 	  
 
	  
 	 (c)
 	 the sale by WIH of the shares in WMC CSI (including indirectly the other US Companies) to WMCRI, in consideration for shares in WMCRI; and
 
	  
 	  
 	  
 
	  
 	 (d)
 	 the sale by WIH of those shares in WMCRI to Alumina Limited.
 
	  
 	  
 
	  
 	 WIH means Westminer International Holdings Pty Ltd (ABN 33 006 840 731).
 
	  
 	  
 
	  
 	 WMCRI means WMC Resources International Pty Ltd (ABN 99 006 679 081).
 
	  
 	  
 
	  
 	 WMC CSI means WMC Corporate Services Inc.
 
	  
 	  
 
	  
 	 WMC Finance means WMC Finance Limited (ABN 83 008 569 560).
 
	  
 	  
 
	  
 	 WMC Finance (USA) means WMC Finance (USA) Limited (ABN 98 061 718 198).
 
				

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 	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	 
 	  
 	  
 
	  
 	 WMC Resources Employee means any employee of any WMC Resources Group Member or any Demerged Business, but excludes Alumina Limited Employees.

	 
 
	  
 	  
 	 
 
	  
 	  WMC Resources Finance Document means each of:
 	 
 
	  
 	  
 	 
 
	 
 	  
 	  (a)
 	  the US$600 million Revolving Loan Note Facility Subscription Agreement dated 14 November 2002 between WMC Finance, Commonwealth Bank of Australia, Deutsche
Bank AG, JP Morgan Chase Bank, Westpac Banking Corporation, Alumina Limited, WMC Resources, WMC (Olympic Dam Corporation) Pty Ltd, WMC Fertilizers Pty Ltd and certain other banks and financial institutions;
 	 
 
	 
 	  
 	  
 	  
 	 
 
	 
 	  
 	  (b)
 	  the US$500 million Term Loan Note Facility Subscription Agreement dated 29 October 2002 between WMC Finance, Commonwealth Bank of Australia, Deutsche Bank
AG, JP Morgan Chase Bank, Westpac Banking Corporation, Alumina Limited, WMC Resources, WMC (Olympic Dam Corporation) Pty Ltd and WMC Fertilizers Pty Ltd;
 	 
 
	 
 	  
 	  
 	  
 	 
 
	 
 	  
 	 (c)
 	  any ISDA Master Agreement entered into by WMC Resources or its Subsidiaries in respect of its, the relevant Subsidiary’s or the WMC Resources Group’s
interest rate, currency or commodity exposure (including and confirmations);
 	 
 
	 
 	  
 	  
 	  
 	 
 
	 
 	  
 	  (d)
 	  any guarantee or any other form of credit support or enhancement given by WMC Resources and/or any of its Subsidiaries in respect of the obligations of any WMC
Resources Group Member’s obligations under any agreement referred to in paragraph (c) of this definition;
 	 
 
	 
 	  
 	  
 	  
 	 
 
	 
 	  
 	  (e)
 	  each Loan Note Deed Poll as defined in any of the documents referred to in paragraphs (a) or (b) of this definition; and
 	 
 
	 
 	  
 	  
 	  
 	 
 
	 
 	  
 	 (f)
 	  each Loan Note as defined in any of the documents referred to in paragraphs (a) or (b) of this definition.
 	 
 
	 
 	  
 	  
 	  
 	 
 
	 
 	  
 	  WMC Resources Group means WMC Resources and each of its Related Bodies Corporate from time to time, and includes any relevant entity to which
clause 3.10 applies, as if that entity had been transferred to the WMC Resources Group on or before the Demerger Date, but excludes the Alumina Limited Group.  Immediately after the Demerger Date, the WMC Resources Group will, or is
intended to, comprise those entities set out in schedule 3.
 	 
 
	 
 	  
 	  
 	 
 
	 
 	  
 	  WMC Resources Group Member means any member of the WMC Resources Group.
 	 
 
	 
 	  
 	  
 	 
 
	 
 	  
 	 WMC Resources Guarantee means any form of financial support, whether a guarantee, indemnity, letter of comfort or monetary pledge, given by WMC
Resources or another WMC Resources Group Member to a third party (including another WMC Resources Group Member) in relation to, and to the extent of, obligations of Alumina Limited or any other Alumina Limited Group Member.
 	 
 
	 
 	  
 	  
 	 
 
	 
 	  
 	  WMC Resources Indemnity means each of the indemnities given by WMC Resources or another WMC Resources Group Member under this deed.
 	 
 
							

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  WMC Resources Indemnity Payment means a payment which is due and payable by WMC Resources or another WMC Resources Group Member under a WMC Resources
Indemnity.
 	 
 
	  
 	  
 	 
 
	  
 	 WMC Resources Information means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered,
within the knowledge of a party or any other member of its Group relating to and including the business, technology or other affairs of the WMC Resources Group.
 	 
 
	  
 	  
 	 
 
	  
 	  WMC Resources Name means:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  each of ‘WMC’, ‘Western Mining Corporation’, ‘Western Mining’, ‘Westminer’, ‘Westmin’, ‘Wesminco’,
‘Olympic Dam’ and ‘Hi-Fert’; and
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  any trade mark, acronym, domain name, word or image that incorporates any of the names referred to in paragraph (a) or is substantially identical with or deceptively
similar to any of those names, including any company names of the Alumina Limited Group and any other names, product descriptions, trade marks, domain names and business names incorporating any of those names which were previously used in connection
with the Alumina Limited Group or any Retained Alumina Limited Business.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 WMC Resources Tax Claim means a notice of assessment or a deemed assessment (including a notice of adjustment of a loss claimed by a company in a manner
adversely affecting the relevant company), demand or other document issued or action taken by or on behalf of a Governmental Agency, whether before, on or after the Accounting Effective Date which relates to a transaction entered into by, or an act
or omission of, or occurrence affecting any WMC Resources Group Member on or before the Accounting Effective Date, as a result of which any WMC Resources Group Member is liable to make a payment for Tax, or is deprived of any credit, rebate, refund,
relief, allowance or deduction, in respect of a period ending before the Accounting Effective Date.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  WMC Superannuation Plan means the WMC Superannuation Plan established as a sub-plan of the Employer Sponsored Hybrid Arrangements Plan of the Plum
Superannuation Fund, of which PFS Nominees Pty Ltd is the trustee as at the date of this deed.
 	 
 
	  
 	  
 	  
 	 
 
	  24.2
 	 
Interpretation
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 Headings are for convenience only and do not affect interpretation.  The following rules apply unless the context requires otherwise:
 	 
 
	  
 	  
 	 
 
	  
 	  (a)
 	  The singular includes the plural and conversely.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (b)
 	  A gender includes all genders.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	  (c)
 	  If a word or phrase is defined its other grammatical forms have a corresponding meaning.
 	 
 
	  
 	  
 	  
 	 
 
	  
 	 (d)
 	  A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
 	 
 
					

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  
 	  (e)
 	  A reference to a clause or a schedule is a reference to a clause of, or schedule to, this deed.
 
	  
 	  
 	  
 
	  
 	  (f)
 	  A reference to an agreement or document (including a reference to this deed) is to the agreement or document as amended, varied, supplemented, novated or replaced,
except to the extent prohibited by this deed or that other agreement or document.
 
	  
 	  
 	  
 
	  
 	 (g)
 	  A reference to a party to this deed or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where
applicable, the party’s legal personal representatives).
 
	  
 	  
 	  
 
	  
 	  (h)
 	  A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a
regulation or statutory instrument issued under it.
 
	  
 	  
 	  
 
	  
 	  (i)
 	  A reference to conduct includes an omission, statement and undertaking, whether or not in writing.
 
	  
 	  
 	  
 
	  
 	  (j)
 	  A reference to dollars and A$ is to Australian currency.
 
	  
 	  
 	  
 
	  
 	 (k)
 	  A reference to time is to local time in Melbourne, Victoria.
 
	  
 	  
 	  
 
	  
 	  (l)
 	  A reference to a right includes a benefit, remedy, discretion, authority or power.
 
	  
 	  
 	  
 
	  
 	  (m)
 	  A reference to an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or
representation.
 
	  
 	  
 	  
 
	  
 	  (n)
 	  A reference to an asset includes any real or personal, present or future, tangible or intangible, property or asset (including intellectual property) and any right,
interest, revenue or benefit in, under or derived from the property or asset.
 
	  
 	  
 	  
 
	  
 	 (o)
 	  A reference to an amount for which a person is contingently liable includes an amount that that person may become actually or contingently liable to pay if a
contingency occurs, whether or not that liability actually arises.
 
				

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 

 
 Schedule 1
 
 Sale Shares

	  Entity
 	  
 	  ACN/ABN/ 
 Reg No
 	  
 	  Transfer interest*
 	  
 	  Consideration**
 
	 
 	  
 	 
 	  
 	 
 	  
 	 
 
	 Agnew Mining 
 Company Pty Ltd
 	  
 	  008 780 998
 	  
 	  9,990 partly paid shares
 419 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	  Great Boulder
 Mines Pty Ltd
 	  
 	  47 008 902 681
 	  
 	  10 ordinary shares
 	  
 	  A$800,000
 (530,680 WMC Resources shares)
 
	  Three Springs Talc 
 Pty Limited
 	  
 	  004 464 608
 	  
 	  1,500 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	  Western 
 Exploration Pty Ltd
 	  
 	  005 338 269
 	  
 	  7,525,000 ordinary shares
 	  
 	  A$4,600,000
 (3,051,410 WMC Resources shares)
 
	 Western Mining 
 Corporation Pty Ltd
 	  
 	  007 291 474
 	  
 	  2 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	  Westmin Talc (UK)
 	  
 	  1086118
 	  
 	  1 ordinary share
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	  Westmin Talc 
 Pty Ltd
 	  
 	  92 005 065 065
 	  
 	  4,000,000 ordinary shares
 	  
 	  A$24,000,000
 (15,920,398 WMC Resources shares)
 
	  Westminer 
 Insurance Pte Ltd
 	  
 	  02809/1988-N
 	  
 	  1,500,000 ordinary shares 
 5,000 preference shares
 	  
 	  A$13,000,000
 (1,076,562,503 WMCRI shares)
 
	 WMC (Olympic 
 Dam Corporation) 
 Pty Ltd
 	  
 	  99 007 835 761
 	  
 	  57,653,000 ordinary shares
 6,000,000 preference shares
 	  
 	  A$2,073,000,000
 (as contemplated by the Share Scheme)
 
	  WMC (Olympic 
 Dam Operations)
 Pty Ltd
 	  
 	  71 005 428 240
 	  
 	  10,000,000 ordinary shares
 	  
 	  A$11,700,000
 (7,761,194 WMC Resources shares)
 
	  WMC Automation 
 Pty Ltd
 	  
 	  40 008 778 363
 	  
 	  30,000,000 ordinary shares
 	  
 	  A$200,000
 (132,670 WMC Resources shares)
 
	  WMC Chile SA
 	  
 	  96,557,620-7
 	  
 	  1 ordinary share
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	 WMC Corporate 
 Services Inc
 	  
 	  88-0336166
 	  
 	  10,000 ordinary shares
 	  
 	  A$113,000,000
 (9,357,812,528 WMCRI shares)
 
	  WMC Fertilizers Pty 
 Ltd
 	  
 	  30 004 936 850
 	  
 	  266,400,000 ordinary shares
 	  
 	  A$2,856,000
 (as contemplated by the Share Scheme)
 
	  WMC Finance 
 (USA) Limited
 	  
 	  98 061 718 198
 	  
 	  153,353,641 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 

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	 Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 
	  Entity
 	   
 	  ACN/ABN/ 
 Reg No
 	   
 	  Transfer interest*
 	   
 	  Consideration**
 
	 
 	  
 	 
 	  
 	 
 	  
 	 
 
	 WMC Finance 
 Limited
 	  
 	  83 008 569 560
 	  
 	  2,959,960,162 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	 WMC Holdings Pty 
 Ltd
 	  
 	  99 004 562 092
 	  
 	  160,938 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	 WMC Innovation 
 Pty Ltd
 	  
 	  72 004 379 300
 	  
 	  10,750,000 ordinary shares
 	  
 	  A$15,000,000
 (9,950,249 WMC Resources shares)
 
	 WMC Mineração 
 Limitada
 	  
 	  45.040.128/0001-17
 	  
 	  44,999,968 ordinary shares
 	  
 	  A$1,600,000
 (132,500,000 WMCRI shares)
 
	 WMC Nickel Sales 
 Corporation Limited
 	  
 	  2933506
 	  
 	  20,000 ordinary shares
 	  
 	  GBP 28,627
 
	 WMC Resources 
 International Pty 
 Ltd
 	  
 	  99 006 679 081
 	  
 	  11,229,375,033 ordinary shares
 	  
 	  A$136,000,000
 (90,215,589 WMC Resources shares)
 
	 WMC Securities Pty 
 Ltd
 	  
 	  23 008 759 662
 	  
 	  2,532,959 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	 WMC Services Pty 
 Limited
 	  
 	  47 072 699 177
 	  
 	  2 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	 Yeelirrie 
 Development 
 Company Pty Ltd
 	  
 	  008 885 809
 	  
 	  2,000,000 ordinary shares
 	  
 	  A$2,000,000
 (1,326,700 WMC Resources shares)
 
	 Yeelirrie 
 Management 
 Services Pty Ltd
 	  
 	  008 885 818
 	  
 	  2 ordinary shares
 	  
 	  A$1.00
 (1 WMC Resources share)
 
	  
 	  
 
	  *
 	  Includes shares which are proposed to be issued in connection with the Restructure, prior to the Demerger Date.
 
	  
 	  
 
	  **
 	  In most cases, the consideration for the transfer, while stated as a dollar amount, is intended to be satisfied by the issue of fully paid ordinary shares in the
transferee.  In those cases, the number of shares to be issued is stated in parentheses.
 
									

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	  Demerger Deed
 	  Arthur Robinson
 & Hedderwicks
 

 
Schedule 2
 
 Alumina Limited Group

	 Entity
 	   
 	   
 	 Jurisdiction
 	   
 	   
 	 Group interest
 	   
 
	 
 	  
 	  
 	 
 	  
 	  
 	 
 	  
 
	 Alumina Limited
 	  
 	  
 	 Australia
 	  
 	  
 	 100
 	 %
 
	  
 	 Westminer International Holdings Pty Ltd
 	  
 	  
 	 Australia
 	  
 	  
 	 100
 	 %
 
	  
 	 Western Mining Corporation (USA)
 	  
 	  
 	 United States
 	  
 	  
 	 100
 	 %
 
	  
 	 WMC Alumina (USA) Inc
 	  
 	  
 	 United States
 	  
 	  
 	 100
 	 %
 
	  
 	 Westminer International (UK) Limited
 	  
 	  
 	 United Kingdom
 	  
 	  
 	 100
 	 %
 
	  
 	 Westminer Acquisition (UK) Limited
 	  
 	  
 	 United Kingdom
 	  
 	  
 	 100
 	 %
 
	  
 	 Westminer (Investments) BV
 	  
 	  
 	 Netherlands
 	  
 	  
 	 100
 	 %
 
														

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	  Demerger Deed
 	  
 	  Arthur Robinson
 & Hedderwicks
 

 
 Schedule 3
 
 WMC Resources Group

	  Entity
 	   
 	  Jurisdiction
 	   
 	  Group interest
 	   
 
	 
 	  
 	 
 	  
 	 
 	  
 
	 WMC Resources Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  A & BP Co Pty Ltd (1)
 	  
 	  Australia
 	  
 	  Nil
 	  
 
	  
 	  Agnew Mining Company Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Great Boulder Mines Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	 P & DP Co Pty Ltd (1)
 	  
 	  Australia
 	  
 	  Nil
 	  
 
	  
 	  Three Springs Talc Pty Limited
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Wesminco Oil Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Western Exploration Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	 Western Mining Corporation Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Westmin Talc Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC (Olympic Dam Corporation) Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Olympic Dam Marketing Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	 WMC (Olympic Dam Operations) Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Automation Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Fertilizers Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Hi-Fert Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	 Hi-Fert Distributors Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Finance (USA) Limited
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Finance Limited
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Holdings Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	 WMC Innovation Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Resources Exploration Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Resources International Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Minera WMC Chile Exploration Ltda
 	  
 	  Chile
 	  
 	  100
 	  %
 
	  
 	 PT WMC Services
 	  
 	  Indonesia
 	  
 	  100
 	  %
 
	  
 	  PT Solok Mas Minerals (2) (3)
 	  
 	  Indonesia
 	  
 	  80
 	  %
 
	  
 	  Westmin Talc (UK)
 	  
 	  United Kingdom
 	  
 	  100
 	  %
 
	  
 	  Westminer Insurance Pte Ltd
 	  
 	  Singapore
 	  
 	  100
 	  %
 
	  
 	 WMC Chile SA
 	  
 	  Chile
 	  
 	  100
 	  %
 
	  
 	  WMC (China) Pty Limited
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Xinjiang Mineral Industry Services Company Limited
 	  
 	  China
 	  
 	  100
 	  %
 
	  
 	  WMC Corporate Services Inc
 	  
 	  United States
 	  
 	  100
 	  %
 
	  
 	 141 Union Company
 	  
 	  United States
 	  
 	  100
 	  %
 
	  
 	  Carson Hill Gold Mining Corporation
 	  
 	  United States
 	  
 	  100
 	  %
 
	  
 	  Western Hog Ranch Company
 	  
 	  United States
 	  
 	  100
 	  %
 
	  
 	  Western Venture Inc
 	  
 	  United States
 	  
 	  100
 	  %
 
	  
 	 WMC (Argentina) Inc
 	  
 	  United States
 	  
 	  100
 	  %
 
	  
 	  WMC (Peru) Inc
 	  
 	  United States
 	  
 	  100
 	  %
 
	  
 	  WMC Exploration Inc
 	  
 	  United States
 	  
 	  100
 	  %
 
	  
 	  WMC Exploration Corporation (4)
 	  
 	  Philippines
 	  
 	  100
 	  %
 
	  
 	 WMC International Holdings Limited
 	  
 	  Canada
 	  
 	  100
 	  %
 
	  
 	  WMC International Limited
 	  
 	  Canada
 	  
 	  100
 	  %
 
	  
 	  WMC Kazakstan Ltd
 	  
 	  Jersey
 	  
 	  100
 	  %
 
	  
 	  WMC (Kunming) Pty Limited
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	 Yunnan Xin Ao Nickel Exploration and Mining Company Limited (5)
 	  
 	  China
 	  
 	  80
 	  %
 
	  
 	  WMC (Liberia) Limited
 	  
 	  Hong Kong
 	  
 	  100
 	  %
 
	  
 	  Liberia Western Mining Corporation Limited (3) (6)
 	  
 	  Liberia
 	  
 	  ~97.4
 	  %
 
									

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Table of Contents


	 Demerger Deed
 	  
 	  Arthur Robinson
 & Hedderwicks
 

   

	  Entity
 	   
 	  Jurisdiction
 	   
 	  Group interest
 	   
 
	 
 	  
 	 
 	  
 	 
 	  
 
	  
 	  WMC Liberia Management Limited (3)
 	  
 	  Liberia
 	  
 	  100
 	  %
 
	  
 	 WMC Mineração Limitada (7)
 	  
 	  Brazil
 	  
 	  ~100
 	  %
 
	  
 	  Mineração Jenipapo SA
 	  
 	  Brazil
 	  
 	  ~100
 	  %
 
	  
 	  Mineração Alfenas Limitada (3) (8)
 	  
 	  Brazil
 	  
 	  ~100
 	  %
 
	  
 	  Mineração Ituverava Limitada (3) (8)
 	  
 	  Brazil
 	  
 	  ~100
 	  %
 
	  
 	 Mineração Wesminas Limitada (9)
 	  
 	  Brazil
 	  
 	  ~100
 	  %
 
	  
 	  Q S Mineração Ltda
 	  
 	  Brazil
 	  
 	  ~100
 	  %
 
	  
 	  WMC (Mineral Sands) Limited
 	  
 	  Jersey
 	  
 	  100
 	  %
 
	  
 	  WMC (Uzbekistan) Ltd
 	  
 	  Jersey
 	  
 	  100
 	  %
 
	  
 	 WMC (Zarmitan) Ltd
 	  
 	  Jersey
 	  
 	  100
 	  %
 
	  
 	  WMC (Overseas) Pty Limited
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC N C SAS
 	  
 	  New Caledonia
 	  
 	  100
 	  %
 
	  
 	  WMC Nickel Sales Corporation Limited
 	  
 	  United Kingdom
 	  
 	  100
 	  %
 
	  
 	 WMC Petroleum (Malaysia) Sdn Bhd (4)
 	  
 	  Malaysia
 	  
 	  100
 	  %
 
	  
 	  WMC (Yunnan) Pty Limited
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Yunnan Hua Ao Nickel Exploration and Mining Company Limited (5)
 	  
 	  China
 	  
 	  80
 	  %
 
	  
 	  WMC Securities Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	 WMC Services Pty Limited
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  WMC Superannuation Fund Pty Ltd (10)
 	  
 	  Australia
 	  
 	  50
 	  %
 
	  
 	  WPF Pty Ltd (1)
 	  
 	  Australia
 	  
 	  Nil
 	  
 
	  
 	  Yakabindie Nickel Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	 Yeelirrie Development Company Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
	  
 	  Yeelirrie Management Services Pty Ltd
 	  
 	  Australia
 	  
 	  100
 	  %
 
								

  Notes

	  1.
 	  Owned 100% by third parties.  Convertible note (convertible into new shares) and option to acquire existing shares held by WMC Resources Ltd.
 
	  2.
 	  Remaining 20% owned by third party Indonesian joint venturer.
 
	  3.
 	  In process of dissolution.
 
	 4.
 	  In liquidation.
 
	  5.
 	  Remaining 20% owned by third party Chinese joint venturer.
 
	  6.
 	  40 shares owned by the Republic of Liberia (out of 1,538 in total).
 
	  7.
 	  3 shares owned by Brian Andrew Weihs (out of 45 million in total).
 
	  8.
 	  Intended to merge into Mineração Jenipapo SA.
 
	  9.
 	  Currently being offered for sale.
 
	  10.
 	  Remaining 50% owned by Mandamus Pty Ltd on trust for members of the WMC Superannuation Fund.
 

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	  Demerger Deed
 	  
 	  Arthur Robinson
 & Hedderwicks
 

 
 Schedule 4
 
Previous divestments to third parties

	  1.
 	  Sale of shares in Croesus Mining NL (2002)
 
	  
 	  
 
	  2.
 	  Sale of Agnew and St Ives gold operations to Gold Fields of South Africa (2001)
 
	  
 	  
 
	  3.
 	  Sale of Three Springs Talc Operation to Talc de Luzenac (2001)
 
	  
 	  
 
	  4.
 	  Sale of interest in Mondo Minerals Oy to Omya AG (2001)
 
	  
 	  
 
	  5.
 	  Sale of Kambalda Nickel Mines (2000-2002)
 
	  
 	  
 
	  6.
 	  Sale of Nifty Copper Operation (1999)
 
	  
 	  
 
	 7.
 	  Sale of Goldfields Gas Transmission Pipeline and interest in joint venture company (1998)
 
	  
 	  
 
	  8.
 	  Sale of Power Assets in Western Australia (1998)
 
	  
 	  
 
	  9.
 	  Sale of petroleum assets (other than the assets referred to in paragraph 7 above) (1996-97)
 

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Table of Contents


	  Demerger Deed
 	  
 	  Arthur Robinson
 & Hedderwicks
 

 
 Schedule 5
 
 Existing Litigation Matters

	  WMC Resources Group
 parties
 	   
 	  Other parties
 	   
 	  Nature of litigation
 
	 
 	  
 	 
 	  
 	 
 
	 WMC Resources 
 International Pty Ltd & others
 	  
 	  Fraser, Kitchen, Mundle Collins & others
 	  
 	  A number of investors in Cavalier Energy Limited commenced proceedings in the Supreme Court of Nova Scotia to attempt to recover C$23 million which they alleged to have lost as
a result of their investment in Cavalier Energy Limited.  The action was dismissed by the court in November 2001.  The formal Order to record this decision has been entered and the plaintiffs have filed notice of their intention to
appeal.  The appeal has been set to be heard commencing 16 June 2003.
 
	  WMC (Olympic Dam Corporation) Pty Ltd
 	  
 	  Kvaerner Process (Australia) Pty Ltd
 	  
 	  Kvaerner provided design services for the smelter and refinery at the Olympic Dam operations as well as providing personnel for the design work for the process plant. 
 WMC
(Olympic Dam Corporation) Pty Ltd is pursuing a series of technical claims (originally in the form of counterclaims) due to design errors and omissions.
 
	 WMC (Olympic Dam Corporation) Pty Ltd
 	  
 	  Protec Pacific Pty Ltd
 	  
 	  Protec Pacific Pty Ltd made a claim for $2.1 million for work it alleges it has performed in relation to the design, supply and installation of liners for the solvent extraction
plant at Olympic Dam.  WMC (Olympic Dam Corporation) has lodged a formal counterclaim for $4 million alleging the standard and quality of the workmanship and materials supplied by Protec Pacific Pty Ltd was not in accordance with contract
specifications.  Steuler Industriewerke, the manufacturer of the lining, has been joined as a defendant.
 
	  WMC (Olympic Dam Corporation) Pty Ltd
 	  
 	  Bechtel Australia Pty Ltd
 	  
 	  Bechtel Australia Pty Ltd has made informal claims for $4.8 million in respect of its work on the Olympic Dam Expansion Project.  No proceedings have been
commenced.
 
	 WMC (Olympic Dam Corporation) Pty Ltd
 	  
 	  Various
 	  
 	  WMC (Olympic Dam Corporation) Pty Ltd is defending approximately ten claims for personal injury for which insurers are not currently providing indemnity.  Most of these
claims have likely damages of between $500,000 and $1,000,000, some have not progressed sufficiently to have claims assessed.
 

  Page 85






Table of Contents


	  Demerger Deed
 	  
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 	  
 
	  WMC Resources Group
 parties
 	   
 	  Other parties
 	   
 	  Nature of litigation
 
	 
 	  
 	 
 	  
 	 
 
	 WMC Fertilizers Pty Ltd
 	  
 	  JJ McDonald & Sons
 	  
 	  JJ McDonald & Sons has made informal claims for $1.5 million for alleged additional earth work and delays caused to the work under its contract for the
construction of the Gypsum Stack.  No proceedings have been commenced.
 
	  WMC Fertilizers Pty Ltd
 	  
 	  Epoca Constructions Pty Ltd
 	  
 	  Epoca Constructions Pty Ltd has made informal claims for $3.4 million for alleged additional work, changes in directions and delays under its contract for the
construction of a Cooling Tower.  No proceedings have been commenced.
 
							

  In addition, WMC Resources:

	  (a)
 	  had, as of 25 September 2002, an interest in 40 claimant applications for native title determination in Australia (many are combinations of several
applications);
 
	  
 	  
 
	 (b)
 	  has an interest in one native title compensation application; and
 
	  
 	  
 
	  (c)
 	  is a party to approximately 50 native title claims/compensation applications.
 

  Page
86






Table of Contents


	  Demerger Deed
 	  
 	  Arthur Robinson
 & Hedderwicks
 

 
 Schedule 6
 
 Conduct of Joint Litigation Matters
  The party will primary responsibility for the conduct of a Joint Litigation Matter must
observe the following principles:

	  (a)
 	  The other party must be kept fully informed of all matters relating to the Joint Litigation Matter, including the retainer of solicitors, counsel, the preparation
and calling of evidence, the making of submissions and the provision of documents and must immediately receive copies of every notice, correspondence, demand or other document in relation to the Joint Litigation  matter.
 
	  
 	  
 
	 (b)
 	  The parties must consult promptly as to the appropriate response to any notice, correspondence, demand or other document relating to a Joint Litigation
Matter.
 
	  
 	  
 
	  (c)
 	  The party having primary responsibility for the conduct of the Joint Litigation Matter must:
 
	  
 	  
 
	  
 	  (i)
 	  take all such reasonable action including the making of objections and appeals, necessary to avoid, resist, compromise or defend any claim made in relation to a Joint Litigation
Matter; and
 
	  
 	  
 	  
 
	  
 	  (ii)
 	  ensure that it pursues any or all of the steps set out in this schedule 6 unless it reasonably considers, in consultation with the other party, that such step will be
injurious to the name or reputation of the other party.
 

  Page 87






Table of Contents


	 Demerger Deed
 	  
 	 Arthur Robinson
 & Hedderwicks
 

 
 Schedule 7
 
 Alumina Limited Guarantees

	  1.
 	  Lease Agreement and Cross Guarantee Deed dated 25 August 1999 between GE Capital Australia Limited (now known as GE Capital Australia), WMC Resources and Alumina
Limited
 
	  
 	  
 
	  2.
 	  Deed of Guarantee and Indemnity dated 25 August 1999 between GE Capital Australia Limited (now known as GE Capital Australia), WMC Resources and Alumina Limited
 
	  
 	  
 
	  3.
 	  Power Purchase Agreement dated 27 November 1998 between Southern Cross Energy (in partnership TEC Desert Pty Ltd, AGL Power Generation (WA) Pty Limited, TransAlta Energy
Corporation, the Australian Gas Light Company), WMC Resources and Alumina Limited
 
	  
 	  
 
	  4.
 	  Yakabindie Nickel Share Sale Deed dated 25 January 2001 between North Limited, WMC Resources and Alumina Limited
 
	  
 	  
 
	 5.
 	  Gas Supply Agreement dated 11 December 1996 between Santos Limited, Delhi Petroleum Ltd, Santos Petroleum Pty Ltd, Boral Energy Resources Ltd (now known as Origin Energy
Resources Limited), Vamgas Pty Ltd, Australian HydroCarbons Ltd (now known as Santos Australian HydroCarbons Pty Ltd), Oil Company of Australia Limited, WMC Fertilizers Pty Ltd and Alumina Limited
 
	  
 	  
 
	  6.
 	  Default Certificate Agreement dated 19 December 1996 between Santos Limited, Delhi Petroleum Ltd, Santos Petroleum Pty Ltd, Boral Energy Resources Ltd (now known as Origin
Energy Resources Limited), Vamgas Pty Ltd, Australian HydroCarbons Ltd (now known as Santos Australian HydroCarbons Pty Ltd), Oil Company of Australia Limited, WMC Fertilizers Pty Ltd and Alumina Limited
 
	  
 	  
 
	  7.
 	  Guarantee and Indemnity made by Alumina Limited in respect of the obligations of WMC Finance under and ISDA Master Agreement dated as of 24 December 1993 between WMC
Finance and UBS Australia Limited, as novated to UBS AG as of 27 February 1999
 
	  
 	  
 
	  8.
 	  Deed of Guarantee and Indemnity dated 20 June 1991 between WMC  Securities Pty Ltd and Alumina Limited
 
	  
 	  
 
	 9.
 	  Deed of Guarantee and Indemnity dated 10 December 1996 between WMC  Securities Pty Ltd and Alumina Limited
 
	  
 	  
 
	  10.
 	  Australian Commercial Paper Programme Deed of Guarantee dated 29 March 1996 executed by Alumina Limited in favour of the Note Holders under WMC Finance’s Australian
Commercial Paper Programme
 
	  
 	  
 
	  11.
 	  US Commercial Paper Programme Deed of Guarantee dated 23 December 1991 executed by Alumina Limited in favour of the Note Holders under WMC Finance’s US Commercial Paper
Programme
 

  Page 88






Table of Contents


	  Demerger Deed
 	  
 	  Arthur Robinson
 & Hedderwicks
 
	  
 	  
 	  
 
	  12.
 	  Indenture dated 1 November 1993 between WMC Finance (USA), Alumina Limited and The Bank of New York (as amended)
 
	  
 	  
 
	 13.
 	  Indenture dated 1 December 1996 between WMC Finance (USA), Alumina Limited and The Bank of New York
 
	  
 	  
 
	  14.
 	  Medium Term Notes Deed of Guarantee dated 12 May 1999 executed by Alumina Limited in favour of the Note Holders under WMC Finance’s Medium Term Note
Programme
 
	  
 	  
 
	  15.
 	  Corridor Sands Project Agreement dated on or about 28 November 2000 between Alumina Limited, WMC (Mineral Sands) Limited, Southern Mining Corporation
Limited, Corridor Sands Limitada, Yangara Investments Limited and The Industrial Development Corporation of South Africa Limited
 
	  
 	  
 
	  16.
 	  Implementation Deed dated 5 June 1996 between, among others, Alumina Limited, Wesminco Oil Pty Ltd and Macquarie Corporate Finance Limited (as amended and
novated)
 
	  
 	  
 
	  17.
 	  Change in Law Deed dated 5 June 1996 between, among others, Alumina Limited, Wesminco Oil Pty Ltd and Macquarie Corporate Finance Limited (as amended and
novated)
 
	  
 	  
 
	 18.
 	  Direct Infrastructure Bond Deed dated 8 July 1996 between Infrastructure Investments No 1 Pty Limited, Wesminco Oil Pty Ltd and Alumina Limited
 
	  
 	  
 
	  19.
 	  Gas Transmission Agreement dated 29 September 1998 between Wesminco Oil Pty Ltd, WMC Resources and Alumina Limited
 
	  
 	  
 
	  20.
 	  Development Allowance Authority Deed dated 30 September 1998 between Southern Cross Pipelines Australia Pty Ltd, AGL Pipelines Limited, TransAlta Energy Corporation,
CMS Gas Transmission and Storage Company, Wesminco Oil Pty Ltd and Alumina Limited
 
	  
 	  
 
	  21.
 	  US$600 million Revolving Loan Note Facility Subscription Agreement dated 14 November 2002 between WMC Finance, Commonwealth Bank of Australia, Deutsche Bank AG, JP
Morgan Chase Bank, Westpac Banking Corporation, Alumina Limited, WMC Resources, WMC (Olympic Dam Corporation) Pty Ltd, WMC Fertilizers Pty Ltd and certain other banks and financial institutions.
 
	  
 	  
 
	 22.
 	  US$500 million Term Loan Note Facility Subscription Agreement dated 29 October 2002 between WMC Finance, Commonwealth Bank of Australia, Deutsche Bank AG, JP
Morgan Chase Bank, Westpac Banking Corporation, Alumina Limited, WMC Resources, WMC (Olympic Dam Corporation) Pty Ltd and WMC Fertilizers Pty Ltd
 
				

  Page 89






Table of Contents


	  Demerger Deed
 	  
 	  Arthur Robinson
 & Hedderwicks
 

 
 Schedule 8
 
 Audit co-operation certificate
  Conclusions & Confirmation of Completeness
  We, B R Brook and D Hall are responsible for arranging the due diligence process, compiling management’s Representation Letters and reporting any advice of significant matters or exceptions.
  We confirm that signed Representation Letters have been returned by all applicable officers.  No significant matters or exceptions not already accounted for in preparing the financial report were advised.  Details
are reported below.  Any subsequent matters of significance coming to our attention from the Subsequent Events Statement or otherwise will be advised to Directors of Alumina Limited prior to their approval of the financial report.

 The signed Representation Letters are collated and available for examination.

	 B R Brook
 	  D Hall
 
	  Chief Financial Officer
 	  General Manager – Finance
 
	  WMC Resources Ltd
 	  WMC Resources Ltd
 

  Page 90






Table of Contents


	  Demerger Deed 	  
 	  Arthur Robinson
 & Hedderwicks
 

  Executed as a Deed in Melbourne.
 
Alumina Limited

	  Signed Sealed and Delivered by Alumina 
 Limited:
 	  
 
	  
 	  
 
	 
 	  
 
	 Director
 	  
 
	  
 	  
 
	 
 	  
 
	  Print Name
 	  
 
	  
 	  
 
	 
 	  
 
	  Director/Secretary
 	  
 
	  
 	  
 
	 
 	  
 
	  Print Name
 	  
 

  WMC Resources

	  Signed Sealed and Delivered for WMC
 Resources Ltd by its attorneys in the
 presence of:
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 
	 
 	  
 	 
 	  
 
	 Attorney
 	  
 	  Attorney
 	  
 
	  
 	  
 	  
 	  
 
	 
 	  
 	 
 	  
 
	  Print Name
 	  
 	  Print Name
 	  
 
	  
 	  
 	  
 	  
 
	 
 	  
 	 
 	  
 
	  Witness
 	  
 	  Witness
 	  
 
	  
 	  
 	  
 	  
 
	 
 	  
 	 
 	  
 
	 Print Name
 	  
 	 Print Name
 	  
 
	  
 	  
 	  
 	  
 
	 
 	  
 	 
 	  
 
	 Witness Address
 	  
 	 Witness Address
 	  
 

 Page 91