Exhibit 4.3



Transitional Services Agreement

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Alumina Limited



WMC Resources Ltd









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Transitional Services Agreement

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Table of Contents



|    |  |                                                   
|--- |  | --------------------------------------------------
|1.  |  | Definitions and interpretation                    
|    |  |                                                   
|    |  | 1.1                                               
|    |  |                                                   
|    |  | 1.2                                               
|    |  |                                                   
|    |  | 1.3                                               
|    |  |                                                   
|2.  |  | Condition precedent                               
|    |  |                                                   
|    |  | 2.1                                               
|    |  |                                                   
|    |  | 2.2                                               
|    |  |                                                   
|3.  |  | Term                                              
|    |  |                                                   
|    |  | 3.1                                               
|    |  |                                                   
|    |  | 3.2                                               
|    |  |                                                   
|4.  |  | Standard of Services                              
|    |  |                                                   
|    |  | 4.1                                               
|    |  |                                                   
|    |  | 4.2                                               
|    |  |                                                   
|5.  |  | Limits on WMC Resources obligations and liability
|    |  |                                                   
|6.  |  | Charges for Services                              
|    |  |                                                   
|    |  | 6.1                                               
|    |  |                                                   
|7.  |  | Payment for Services                              
|    |  |                                                   
|    |  | 7.1                                               
|    |  |                                                   
|    |  | 7.2                                               
|    |  |                                                   
|    |  | 7.3                                               
|    |  |                                                   
|8.  |  | Alumina Ltds obligations                         
|    |  |                                                   
|9.  |  | WMC Resources to maintain records                 
|    |  |                                                   
|10. |  | Access to records                                 
|    |  |                                                   
|    |  | 10.1                                              
|    |  |                                                   
|    |  | 10.2                                              
|    |  |                                                   
|11. |  | Access to personnel                               
|    |  |                                                   
|12. |  | GST                                               
|    |  |                                                   
|    |  | 12.1                                              
|    |  |                                                   
|    |  | 12.2                                              
|    |  |                                                   
|    |  | 12.3                                              
|    |  |                                                   
|    |  | 12.4                                              
|    |  |                                                   
|    |  | 12.5                                              
|    |  |                                                   
|    |  | 12.6                                              



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|         |  |                               
|-------- |  | ------------------------------
|13.      |  | Confidentiality               
|         |  |                               
|         |  | 13.1                          
|         |  |                               
|         |  | 13.2                          
|         |  |                               
|         |  | 13.3                          
|         |  |                               
|         |  | 13.4                          
|         |  |                               
|14.      |  | Liability and indemnity       
|         |  |                               
|         |  | 14.1                          
|         |  |                               
|         |  | 14.2                          
|         |  |                               
|15.      |  | Dispute resolution            
|         |  |                               
|         |  | 15.1                          
|         |  |                               
|         |  | 15.2                          
|         |  |                               
|         |  | 15.3                          
|         |  |                               
|16.      |  | Notices                       
|         |  |                               
|17.      |  | Costs and stamp duty          
|         |  |                               
|18.      |  | Amendment                     
|         |  |                               
|19.      |  | Approvals and consent         
|         |  |                               
|20.      |  | Assignment                    
|         |  |                               
|21.      |  | Further assurances            
|         |  |                               
|22.      |  | Entire agreement              
|         |  |                               
|23.      |  | No waiver                     
|         |  |                               
|24.      |  | Rights cumulative             
|         |  |                               
|25.      |  | Severability                  
|         |  |                               
|26.      |  | No merger                     
|         |  |                               
|27.      |  | Enurement                     
|         |  |                               
|28.      |  | Governing law and jurisdiction
|         |  |                               
|29.      |  | Counterparts                  
|         | 
|Schedule |  | 15                            
|         | 
|Schedule |  | 16                            



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|Date     |  | 2002                                                                                                                                                                                                                     
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | 
|Parties  |  |                                                                                                                                                                                                                          
|         | 
|1.       |  | Alumina Limited (ABN 85 004 820 419) (formerly called WMC Limited) of Level 12, IBM Centre, 60 City Road, Southbank, Victoria (Alumina Ltd);
and                                                                         
|         | 
|2.       |  | WMC Resources Ltd (ABN 76 004 184 598) of Level 16, IBM Centre, 60 City Road, Southbank, Victoria (WMC Resources).                                                                                                       
|         | 
|Recitals |  |                                                                                                                                                                                                                          
|         | 
|         |  | Alumina Ltd and WMC Resources have agreed that WMC Resources will provide or will procure the provision of Services to Alumina Ltd and to members of the Alumina Ltd Group on the
terms and conditions of this Agreement.



It is agreed as follows.



|1. |  | Definitions and interpretation
|-- |  | ------------------------------



---



|1.1 |  | Definitions
|--- |  | -----------



The following definitions apply unless the context requires otherwise:



Adjustment Note has the meaning given in the GST Law.



Alumina Ltd Group means Alumina Ltd and each of its Related
Bodies Corporate from time to time, and includes any relevant entity to which clause 3.10(a) of the Demerger Deed applies, as if that entity had been transferred to Alumina Ltd Group on or before the Demerger Date, but excludes the WMC Resources
Group.



Alumina Ltd Group Member means any
member of the Alumina Ltd Group.



Business Day
means a day (other than Saturday or Sunday or a public holiday) on which banks are generally open for business in Melbourne.



Claims and Losses means all claims, demands, actions, costs, losses, damages or expenses (including any legal fees and amounts paid in
settlement of claims and satisfaction of judgments) of every kind incurred or suffered by any person.



Consideration has the meaning given in the GST Law.



Corporations Act means the Corporations Act 2001 (Cth).



Default Rate means the rate of interest prescribed from time
to time under section 2 of the Penalty Interest Rates Act 1983 (Vic).



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DemergerDatehas the meaning given to it in the Demerger Deed.



Demerger Deed means the Demerger Deed to be executed on or
about 13 December 2002 between Alumina Ltd and WMC Resources.



Existing Alumina Ltd Business means the business activities conducted by the Alumina Ltd Group immediately after the Demerger Date.



Existing WMC Resources Business means the business activities conducted by the WMC Resources Group immediately after the Demerger Date.



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 Ltd 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).



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.



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.



Margin Scheme has the meaning given in the GST Law.



Month means a calendar month.



Related Body Corporate has the meaning given in the Corporations Act.



Services means the services described in the Schedule.



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 GST Law 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 Document has the meaning given to it in the
Demerger Deed.



Transition Period means the
period of 6 months commencing on the Demerger Date or as otherwise agreed by the parties.



Wilful Misconduct means in relation to any provision of this Agreement, such wanton or reckless act or omission not justified by any special circumstances as amounts to a wilful and utter disregard for
the harmful and avoidable



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|    |  | consequences thereof, but shall not include any error of judgment, mistake, act or omission whether negligent or not made by the WMC Resources Group or any director,
officer, employee, agent or contractor of the WMC Resources Group, in the exercise in good faith of any service, function, authority or discretion conferred or undertaken by the WMC Resources Group.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|    |  | WMC Resources Group means WMC Resources and each of its Related Bodies Corporate from time to time, but does not include any Alumina Ltd Group
Member.                                                                                                                                                                                                                      
|    | 
|    |  | WMC Resources Group Member means any member of the WMC Resources Group.                                                                                                                                                                                                                                                                                                     
|    | 
|1.2 |  | Interpretation                                                                                                                                                                                                                                                                                                                                                              
|    | 
|    |  | Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise:                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (a)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (b)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (c)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (d)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (e)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (f)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (g)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (h)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (i)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (j)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (k)                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|    |  | (l)                                                                                                                                                                                                                                                                                                                                                                         



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|    |  | (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.                   
|    | 
|1.3 |  | Alumina Ltd Group and WMC Resources Group                                                                                                       
|    |  |                                                                                                                                                  | 
|    |  | (a)                                                                                                                                              |  | (i)                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                  | 
|    |  |                                                                                                                                                  |  | (ii)                                                                                                                                                                                                                                               
|    |  |                                                                                                                                                  | 
|    |  | (b)                                                                                                                                              |  | (i)                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                  | 
|    |  |                                                                                                                                                  |  | (ii)                                                                                                                                                                                                                                               
|    | 
|2.  |  | Condition precedent                                                                                                                             
|    |  |                                                                                                                                                  |  |                                                                                                                                                                                                                                                    
|   
|    | 
|2.1 |  | Condition precedent                                                                                                                             
|    | 
|    |  | It is a condition precedent to the operation of this Agreement that the Demerger Date occurs. If the Demerger Date has not occurred on or before



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|    |  | 25 February 2003 or such later date as Alumina Ltd and WMC Resources may agree, then this Agreement will terminate on that date.                                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|2.2 |  | Effect of termination                                                                                                                                                                                                                                       
|    | 
|    |  | Termination of this Agreement in accordance with clause 2.1:                                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                             
|    |  | (a)                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                             
|    |  | (b)                                                                                                                                                                                                                                                         
|    | 
|3.  |  | Term                                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                             
|   
|    | 
|3.1 |  | Basic Term                                                                                                                                                                                                                                                  
|    | 
|    |  | Alumina Ltd engages WMC Resources to, and WMC Resources must, provide or procure the provision of the Services to, and at the request of, the Alumina Ltd Group during the
Transition Period, in accordance with the terms and conditions of this Agreement.
|    | 
|3.2 |  | Early termination of agreement                                                                                                                                                                                                                              
|    | 
|    |  | Either party may terminate this Agreement immediately by giving notice to the other party if that party:                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                             
|    |  | (a)                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                             
|    |  | (b)                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                             
|    |  | (c)                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                             
|    |  | (d)                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                             
|    |  | (e)                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                             
|    |  | (f)                                                                                                                                                                                                                                                         
|    |  |                                                                                                                                                                                                                                                             
|    |  | (g)                                                                                                                                                                                                                                                         



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|    |  | (h)                                                                                                                                                                                                                                                                                                                                                                                                  |  | fails to make payment in accordance with clause 7.2 within 14 days of the due date and the failurecontinues for 5 days after receipt of notice from WMC Resources of
its intention to terminate theAgreement under this clause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|    |  | Any termination under this clause 3.2 shall be without prejudice to any rights which have accrued to eitherparty as at the date of termination.                                                                                                                                                                                                                                                     
|    | 
|4.  |  | Standard of Services                                                                                                                                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 
|4.1 |  | Standard                                                                                                                                                                                                                                                                                                                                                                                            
|    | 
|    |  | WMC Resources must provide, or procure the provision of, the Services to the Alumina Ltd Group. TheServices shall be provided in a proper and efficient manner with
reasonable diligence and in accordancewith all applicable Laws, standards and codes.                                                                                                                                            
|    | 
|4.2 |  | Acknowledgement                                                                                                                                                                                                                                                                                                                                                                                     
|    | 
|    |  | The parties acknowledge that WMC Resources willingness to provide or procure the provision of theServices to Alumina Ltd is due solely to their relationship prior to
the Demerger Date. Alumina Ltd shallengage personnel or third parties to perform the Services on its behalf as soon as is practicable after theDemerger Date, but in any event no later than the end of the Transition Period.
|    | 
|5.  |  | Limits on WMC Resources obligations and liability                                                                                                                                                                                                                                                                                                                                                  
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 
|    |  | Notwithstanding clause 4 and any other provision of this Agreement:                                                                                                                                                                                                                                                                                                                                 
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|    |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                  |  | WMC Resources is not obliged to provide or procure the provision of the Services to the extent thatprovision of the Services would cause WMC Resources or any WMC
Resources Group Member to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                      | 
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  | (i                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                      | 
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  | (ii                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|    |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                  |  | WMC Resources is not required to process or procure the processing of any documentation provided toit by or on behalf of any Alumina Ltd Group member in relation to
any Services which is incomplete.WMC Resources must promptly notify the person from whom it received the incompletedocumentation that the documentation is incomplete, together with reasonable details of theinformation required to make
the documentation substantially complete. Notwithstanding clause 14.2,WMC Resources will not be liable for any Claims and Losses that Alumina Ltd or any Alumina LtdGroup Member incurs or sustains arising out or in connection with any defect
or delay in the provisionof the Services caused by the receipt of incomplete, inaccurate or misleading documentation by WMCResources; and



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|    |  | (c)                                                                                                                                                                              |  | WMC Resources will not be liable for any Claims and Losses that Alumina Ltd or any Alumina LtdGroup Member incurs or sustains arising out of or in connection
with:                           
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                  | 
|    |  |                                                                                                                                                                                  |  | (i)                                                                                                                                                                                           
|    |  |                                                                                                                                                                                  | 
|    |  |                                                                                                                                                                                  |  | (ii)                                                                                                                                                                                          
|    |  |                                                                                                                                                                                 
|    |  |                                                                                                                                                                                  |  | except to the extent that such performance, delay or failure involves or is caused by the WilfulMisconduct of WMC Resources or its directors, employees, officers,
agents or contractors.     
|    | 
|6.  |  | Charges for Services                                                                                                                                                            
|    |  |                                                                                                                                                                                  |  |                                                                                                                                                                                               
|   
|    | 
|6.1 |  | Charges for Services                                                                                                                                                            
|    |  |                                                                                                                                                                                 
|    |  | (a)                                                                                                                                                                              |  | WMC Resources shall charge Alumina Ltd a fixed fee of $360,000 for the provision of the Services,payable in accordance with the terms of clause 7.                                            
|    |  |                                                                                                                                                                                 
|    |  | (b)                                                                                                                                                                              |  | Should WMC Resources procure the provision of the Services from a third party (other than a WMCResources Group Member), that third party shall charge and invoice
Alumina Ltd directly.       
|    | 
|7.  |  | Payment for Services                                                                                                                                                            
|    |  |                                                                                                                                                                                  |  |                                                                                                                                                                                               
|   
|    | 
|7.1 |  | Invoices                                                                                                                                                                        
|    | 
|    |  | WMC Resources shall deliver to Alumina Ltd two separate invoices in relation to the Services provided toAlumina Ltd as follows:                                                 
|    |  |                                                                                                                                                                                 
|    |  | (a)                                                                                                                                                                              |  | the first, in the amount of $300,000, to be issued 3 months after the Demerger Date; and                                                                                                      
|    |  |                                                                                                                                                                                 
|    |  | (b)                                                                                                                                                                              |  | the second, in the amount of $60,000, to be issued 6 months after the Demerger Date.                                                                                                          
|    | 
|7.2 |  | Payment                                                                                                                                                                         
|    | 
|    |  | Alumina Ltd shall pay to WMC Resources in cleared funds to an account nominated by WMC Resourcesthe amount set out in each invoice within 14 days after receipt of
each invoice.
|    | 
|7.3 |  | Interest on late payment                                                                                                                                                        
|    |  |                                                                                                                                                                                 
|    |  | (a)                                                                                                                                                                              |  | If Alumina Ltd fails to pay any amount payable by it under this Agreement by the due date, AluminaLtd must, if demand is made by WMC Resources, pay interest at the
Default Rate on the unpaid



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | amount accrued daily from the time it falls due until the amount has been paid in full.                                                                                                                 
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | The right to demand payment of interest under this clause 7.3 is without prejudice to any other rights and remedies that WMC Resources may have in respect of a payment default
under this Agreement.   
|     | 
|8.   |  | Alumina Ltds obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                         
|    
|     | 
|     |  | Alumina Ltd must co-operate with and must ensure that each Alumina Ltd Group Member co-operates with WMC Resources and each WMC Resources Group Member to the extent
reasonably required to allow WMC Resources to perform or procure performance of its obligations under this Agreement, including:                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | by providing all necessary information and reasonable access to the Alumina Ltd Groups employees, premises and equipment; and                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | by complying with any reasonable directions given by WMC Resources which are necessary to enable WMC Resources to provide or to procure the provision of the Services in accordance
with this Agreement.
|     | 
|9.   |  | WMC Resources to maintain records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                         
|    
|     | 
|     |  | To the extent that WMC Resources maintains records of any Services provided in accordance with this Agreement and information supplied by or on behalf of any Alumina Ltd
Group Member under this Agreement, WMC Resources must maintain that information for at least three years after the Demerger Date in any format which is convenient for WMC Resources (including any electronic format).                                                                                                                                                                                                                                                                                                                           
|     | 
|10.  |  | Access to records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                         
|    
|     | 
|10.1 |  | Access to records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 
|     |  | At any time, and in any event upon termination of the obligations of WMC Resources under this Agreement, Alumina Ltd may request that WMC Resources provide Alumina Ltd
with access to, or a copy of, the records and information maintained by WMC Resources under clause 9 in an electronic or other format agreed by WMC Resources and Alumina Ltd and organised in a manner agreed by WMC Resources and Alumina Ltd, and WMC
Resources must promptly comply with that request. Failing agreement, the records and information must be provided in a reasonably accessible, electronic or other format and organised in the manner in which such records and information were organised
immediately prior to the request.



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|10.2 |  | Fee for access                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|     |  | WMC Resources may charge Alumina Ltd a fee for any access and copying under clause 10.1. This fee must not exceed what is reasonably necessary to allow WMC Resources to recover
its costs of providing that access or those copies and the reasonable costs of otherwise complying with clause 10.1.                                                                                                                                                                                                                                                                                                                                                                                              
|     | 
|11.  |  | Access to personnel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | 
|     |  | WMC Resources acknowledges that in providing the Services, Alumina Ltd may require access to the services of certain key employees of the WMC Resources Group (set out in the
Schedule) during the Transition Period. Any such access to these key personnel will not be unreasonably refused by WMC Resources provided such personnel are still employed by WMC Resources. Similarly, WMC Resources may require access to the services
of certain key employees of the Alumina Ltd Group (set out in the Schedule) during the Transition Period. Any such access to these key personnel will not be unreasonably refused by Alumina Ltd provided such personnel are still employed by Alumina
Ltd.
|     | 
|12.  |  | GST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | 
|12.1 |  | 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 Agreement, the party providing the Consideration for that Taxable Supply must also pay
the GST Amount as additional Consideration. This clause 12.1 does not apply to the extent that the Consideration for the Taxable Supply is expressly agreed to be GST inclusive.                                                                                                                                                                                                                                                                                                                               
|     | 
|12.2 |  | Tax Invoice and Adjustment Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|     |  | No payment of any amount pursuant to clause 12.1 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.                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 
|12.3 |  | 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.                                                                                                                                                                                                                
|     | 
|12.4 |  | Revenue exclusive of GST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 
|     |  | Any reference in this Agreement to price, value, sales, revenue or a similar amount, is a reference to the relevant amount exclusive of GST.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



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|12.5 |  | Cost exclusive of GST                                                                                                                                                                                                                                              
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|     |  | Any reference in this Agreement (other than in the calculation of Consideration) to cost, expense or other similar amount, is a reference to the relevant amount
exclusive of GST.                                                                                 
|     | 
|12.6 |  | GST obligations to survive termination                                                                                                                                                                                                                             
|     | 
|     |  | This clause 12 will continue to apply after expiration or termination of this Agreement.                                                                                                                                                                           
|     | 
|13.  |  | Confidentiality                                                                                                                                                                                                                                                    
|     |  |                                                                                                                                                                                                                                                                    
|    
|     | 
|13.1 |  | Confidential information                                                                                                                                                                                                                                           
|     | 
|     |  | The terms and conditions of this Agreement and all information, records, reports and other data and other agreements or documents relating to or used in connection
with this Agreement (Information) are confidential.                                            
|     | 
|13.2 |  | Exceptions                                                                                                                                                                                                                                                         
|     | 
|     |  | Each party undertakes to the other that neither it, nor its employees, officers, agents or subcontractors will without the consent (which consent shall not
unreasonably be withheld) of the other party disclose Information to any person, unless the disclosure:
|     |  |                                                                                                                                                                                                                                                                    
|     |  | (a)                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                    
|     |  | (b)                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                    
|     |  | (c)                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                    
|     |  | (d)                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                    
|     |  | (e)                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                    
|     |  | (f)                                                                                                                                                                                                                                                                
|     | 
|13.3 |  | Disclosure for purposes of agreement                                                                                                                                                                                                                               
|     | 
|     |  | Each party shall take all steps reasonably necessary to ensure that Information is disclosed only to such of its employees, officers, agents or subcontractors as
require that knowledge in order to carry out their duties in accordance with this Agreement.     



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|13.4 |  | Confidentiality continues                                                                                                                                                                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|     |  | The obligation of confidentiality is a continuing obligation and remains in force during the term of this Agreement and afterwards for a further period of three
years.                                                                                                                                                                             
|     | 
|14.  |  | Liability and indemnity                                                                                                                                                                                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                     
|    
|     | 
|14.1 |  | Correction of deficiencies                                                                                                                                                                                                                                                                                                                          
|     | 
|     |  | WMC Resources shall remedy, rectify, or perform again, at its own expense, any particular Service which proved deficient as a result of its negligence or failure to perform its
obligations under this Agreement.                                                                                                                                  
|     | 
|14.2 |  | Indemnity                                                                                                                                                                                                                                                                                                                                           
|     | 
|     |  | WMC Resources indemnifies Alumina Ltd against, and shall pay, all Claims and Losses which may be made or brought against Alumina Ltd or incurred or suffered by Alumina Ltd as a
result of the Wilful Misconduct of WMC Resources or its directors, employees, officers, agents or contractors in the provision of the Services.                    
|     | 
|15.  |  | Dispute resolution                                                                                                                                                                                                                                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                                     
|    
|     | 
|15.1 |  | Negotiation                                                                                                                                                                                                                                                                                                                                         
|     | 
|     |  | If there is a dispute between the parties relating to or arising out of this Agreement, then within five Business Days of a party notifying the other party of a dispute, the chief
financial officers (or equivalent) from each party must meet and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions.
|     | 
|15.2 |  | Mediation                                                                                                                                                                                                                                                                                                                                           
|     | 
|     |  | If the dispute between the parties relating to or arising out of this Agreement is not resolved within ten Business Days of notification of the dispute under clause 15.1, the
parties may agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution.                                             
|     | 
|15.3 |  | Court proceedings                                                                                                                                                                                                                                                                                                                                   
|     | 
|     |  | A party may not commence Court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause 15, unless
the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.        



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|16. |  | Notices                                                                                          
|--- |  | -------------------------------------------------------------------------------------------------
|    |  |                                                                                                  
|   
|    | 
|    |  | Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:
|    |  |                                                                                                  
|    |  | (a)                                                                                              
|    |  |                                                                                                  
|    |  | (b)                                                                                              
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  | (c)                                                                                              
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  
|    |  |                                                                                                  



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Transitional Services Agreement

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|17. |  | 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 Agreement. Subject
to the provisions of this Agreement, all stamp duty (including fines, penalties and interest) that may be payable on or in connection with this Agreement and any instrument executed under this Agreement must be borne in equal proportions by WMC
Resources and Alumina Ltd.
|    | 
|18. |  | Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 
|    |  | No amendment or variation of this Agreement is valid or binding on a party unless made in writing and executed by each of the parties.                                                                                                                                                                                                                                                                                                                 
|    | 
|19. |  | Approvals and consent                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 
|    |  | Subject to any express provision in this Agreement to the contrary, a party may conditionally or unconditionally give or withhold any consent to be given under this
Agreement and is not obliged to give its reasons for doing so.                                                                                                                                                                                                                    
|    | 
|20. |  | Assignment                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 
|    |  | The rights and obligations of the parties under this Agreement 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.                                                                                                                                                                                                          
|    | 
|21. |  | Further assurances                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 
|    |  | Each party agrees to do all things and execute all agreements, instruments, transfers or other documents as may be necessary or desirable to give full effect to the
provisions of this Agreement and the transactions contemplated by it.                                                                                                                                                                                                             
|    | 
|22. |  | Entire agreement                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 
|    |  | This Agreement 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.                                                                                                                                                                                                                                                  
|    | 
|23. |  | 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                                                                                                                                                                                                                                                                                         



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|    |  | 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.                                                                                                                                                                           
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|24. |  | Rights cumulative                                                                                                                                                                                                                                                                                                                                                           
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 
|    |  | The rights, powers and remedies provided to a party under this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or
equity or by any agreement.                                                                                                                                                                         
|    | 
|25. |  | Severability                                                                                                                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 
|    |  | Any provision of this Agreement 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 Agreement nor does it affect the validity or enforceability of that provision in any other jurisdiction.
|    | 
|26. |  | No merger                                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 
|    |  | The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement. They will survive the execution and
delivery of any assignment or other document entered into for the purpose of implementing a transaction.                                                                                                  
|    | 
|27. |  | Enurement                                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 
|    |  | The provisions of this Agreement 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.                                                                                                                                                   
|    | 
|28. |  | Governing law and jurisdiction                                                                                                                                                                                                                                                                                                                                              
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 
|    |  | This Agreement 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 Agreement.                                                                                                                                                                      
|    | 
|29. |  | Counterparts                                                                                                                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 
|    |  | This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.                                                                                                                                                                                                                                         



14



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Transitional Services Agreement

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Schedule



|1. |  | Services
|-- |  | --------



---

|Services
|--------
|        
|1.      
|        
|        
|        
|        
|        
|        
|        
|        
|        
|2.      
|        
|        
|        
|        
|        
|3.      
|        
|        
|        
|        
|        
|4.      
|        
|        
|        
|5.      
|        
|        
|        
|6.      
|        
|        



15



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Transitional Services Agreement

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|Schedule
|--------
|        
|2.      
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|3.      
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        
|        



16



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Transitional Services Agreement

---



Executed as an Agreement in Melbourne.



Alumina Limited

| |  | 
| |  | 
|

|The Common Seal of Alumina Limited was duly affixed in the presence of:
|-----------------------------------------------------------------------
|                                                                       
|Director                                                               
|                                                                       
|Print Name                                                             
|                                                                       
|Director/Secretary                                                     
|                                                                       
|Print Name                                                             



WMC Resources Ltd

| |  | 
| |  | 
|

|The Common Seal of WMC Resources Ltdwas duly affixed in the presence of:
|------------------------------------------------------------------------
|                                                                        
|Director                                                                
|                                                                        
|Print Name                                                              
|                                                                        
|Director/Secretary                                                      
|                                                                        
|Print Name                                                              



17