EXHIBIT 4.4

PRIVATE & CONFIDENTIAL

8 December 2005

Mr John Marlay

45 Redan Street

MOSMAN NSW 2088

Dear John

CONTRACT OF EMPLOYMENT

The Board has recently reviewed your contract of employment. This revised contract of employment incorporates your new employment terms:



|                      |  |                                                       |  |                                                                                           
|--------------------- |  | ----------------------------------------------------- |  | ------------------------------------------------------------------------------------------
|Position/Capacity:    |  | Chief Executive Officer                              
|                      | 
|Reporting to:         |  | Chairman                                             
|                      | 
|Commencement date:    |  | 1 December 2002                                      
|                      | 
|Location:             |  | Level 12, IBM Tower, 60 City Road, Southbank Vic 3006
|                      |  |                                                      
|Remuneration Package: |  | FAR:                                                  |  | $850,000 per annum, including superannuation, effective 1 January 2006.                   
|                      |  |                                                      
|                      |  | STI:                                                  |  | Up to 50% of FAR per annum, 30-42% at target, from January 2006.                          
|                      |  |                                                      
|                      |  | LTI:                                                  |  | Up to 75% of FAR per annum, from January 2006. An allotment will be made in December 2005.

Attached to this letter is a contract of employment which incorporates these terms, revisions approved by the
Compensation Committee and other relevant updated terms.

Please review the contract and, if acceptable, return a signed copy to me.

Your signature on the contract will constitute an acknowledgment that you consent to the terms and conditions contained in it.

Yours sincerely

DON MORLEY

CHAIRMAN



---

Date: 8 December 2005

This is a Contract of Employment between Alumina Limited (ACN 85 004 820 419) of Level 12 IBM Centre, 60 City Road, Southbank Victoria 3006 (Alumina) and John Marlay of 45 Redan Street, Mosman, NSW 2088 who
have agreed that John Marlay will be employed by Alumina on the terms of this Agreement.

The formal terms of this Contract of Employment are as
follows:



|1. | POSITION AND COMMENCEMENT
|-- | -------------------------

You will be employed in
the position of Chief Executive Officer, reporting to the Chairman.

Your employment under this Agreement will be effective from
19 August 2002.

You will be employed in Aluminas office at Level 12, IBM Tower, 60 City Road, Southbank Victoria 3006. Alumina
will provide car parking within the building at which its offices are located.



|2. | REMUNERATION
|-- | ------------

Your remuneration will fully
compensate you for all entitlements including hours you work outside Aluminas normal office hours.

Your salary will be paid monthly,
half in arrears and half in advance, by direct transfer into your nominated account/(s) with a bank or other approved, financial institution.

The components of your remuneration, and the value or potential value of each, are as follows:



| |  |  | Fixed Annual Reward (FAR) of $850,000 per annum, including superannuation, effective 1 January 2006; and
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Short Term Incentive (STI) up to 50% of FAR per annum, 30-42% at target, effective 1 January 2006; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Long Term Incentive (LTI) up to 75% of FAR per annum, effective 1 January 2006.
| | - |  | -------------------------------------------------------------------------------

FAR

Your FAR payment is inclusive of
your superannuation benefit. You will be required to salary sacrifice the minimum statutory superannuation contribution to an approved superannuation plan of your choice. The minimum required contribution you must make under the Superannuation
Guarantee is currently 9%, effective 1 July 2002.



---

STI

The STI payment is an incentive based on your performance against your personal objectives and financial outcomes for Alumina Limited. The STI payment provides for a potential maximum bonus of up to 50% of your FAR
payment, with at target performance likely to achieve 30-42% of your FAR payment. STI payments will be granted in accordance with the terms of Aluminas prevailing Short Term Incentive Scheme.

LTI

You may, in the absolute
discretion of the Alumina Limited Board, be invited to participate in the Alumina Limited Employee Share Plan from time to time. This incentive component of your remuneration provides you with the opportunity to annually receive allocated shares in
Alumina based on a value of 75% of your FAR payment.

Review of your remuneration

Your remuneration will be reviewed in December of each year, and the Board may, in its absolute discretion, determine whether to increase your
remuneration having regard to all relevant factors including your individual performance, the performance of Alumina, market rates and relativities.



|3. | ROLE DEFINITION
|-- | ---------------

A Role Definition, required for
all positions within Alumina, sets out the purpose of the role, the accountabilities, authority levels and key competencies. Your Role Definition may be periodically updated to reflect agreed changes to your position as the nature of your role and
level of responsibility may vary. You will be consulted where significant changes to the arrangement or performance of your work are proposed.

You must hold relevant qualifications for the performance of your duties. Alumina will require you to provide copies of documents such as licences or certificates which evidence the required qualifications.



|4. | PERFORMANCE REVIEWS
|-- | -------------------

All employees are required to
participate in Aluminas Performance Review process.

Your personal performance objectives are set by the Board in January for the year
ahead. The objectives form the basis of your Performance Review, twice a year.



|5. | HOURS OF WORK AND DUTIES
|-- | ------------------------

Aluminas normal
office hours are 08:30 to 17:30, and may be subject to change. Your hours of work will be in accordance with the requirements of the role as Chief Executive Officer.

You will, from time to time, be required to work hours outside Aluminas normal office hours. You are required to undertake duties as required by the Alumina Board or those advised to you by the Chairman.



---

|6. | LEAVE
|-- | -----

Sick Leave

You are entitled to ten (10) days paid sick leave for each completed year of service with Alumina. Sick leave accrues from year to year. Accrued sick
leave entitlements will not be payable to you on termination of your employment with Alumina.

Annual leave

Upon completion of each twelve (12) months service with Alumina you are entitled to four (4) weeks annual leave. Annual leave is
accumulated on a pro-rata basis. Annual leave will be taken by agreement at a time that is convenient to Alumina.

Accumulation of annual
leave may not exceed six (6) weeks without the express approval by the Chairman. Alumina reserves the right to direct you to take leave, at a time mutually convenient to Alumina, where you have accumulated more than six (6) weeks annual
leave.

Payment for annual leave will be based on your FAR immediately prior to taking leave.

On termination of your employment with Alumina, you will be paid for accrued but untaken annual service leave in accordance with your FAR.

Long Service Leave

You will be
entitled to thirteen (13) weeks paid long service leave after completion of ten (10) years continuous service with Alumina.

On
termination of your employment with Alumina, you will be paid for accrued but untaken long service leave in accordance with your FAR.

Personal Leave

In accordance with Alumina Limiteds HR Policies you may also be entitled to the following personal
leave:



| |  |  | up to five (5) days paid compassionate leave per year;
| | - |  | ------------------------------------------------------



| |  |  | maternity, adoption and paternity leave; and
| | - |  | --------------------------------------------



| |  |  | carers leave where you are the primary carer for a family member who is ill or confined. Employees who are carers may be granted paid carers leave by requesting to use up to five
(5) days of their accrued sick leave entitlement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Benefits

Alumina provides a range of discretionary benefits which may be available to you including:



| |  |  | superannuation arrangements which are in excess of statutory requirements, including where possible the ability to cash out Aluminas additional contribution and contribute to
your spouses superannuation;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | education assistance and study leave;
| | - |  | -------------------------------------



---

| |  |  | participation in Aluminas share plan arrangements, subject to annual Alumina Board approval and invitation;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | personal insurance arrangements including participation in the employee accident insurance scheme, the superannuation disablement and death benefit and the salary continuance
insurance plan covering extended periods of illness or injury not covered by workers compensation; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | access for you and your family to Aluminas Employee Assistance Program for confidential counselling services and support.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

The types of benefits that are available and the terms on which they are provided may change from time to time. Benefits will be available to you only if
you meet the eligibility criteria for that benefit.



|7. | DISCLOSURE OF INFORMATION ON APPOINTMENT WITH ALUMINA
|-- | -----------------------------------------------------

All information provided by you to Alumina prior to your appointment must be accurate and complete. Failure to comply with this obligation may result in disciplinary action, including termination of your employment.



|8. | YOUR OBLIGATIONS TO ALUMINA
|-- | ---------------------------

There are many general
legal obligations which exist in all employment relationships. You are required to make yourself aware of your employment obligations to Alumina as detailed in Aluminas Code of Conduct.

Without limiting these general obligations, you must:



| |  |  | familiarise yourself with and comply with all workplace policies and procedures and with all Alumina policies and procedures, as amended from time to time;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | comply with all lawful directions given to you by the Chairman or other authorised persons, and diligently and faithfully serve Alumina, protecting and furthering its interests at
all times;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | not engage directly or indirectly in any other trade, business or occupation which deals with Alumina, or which impacts on your ability to perform your work, except with the prior
written approval of the Chairman or other authorised persons, and must not engage in any conduct or activity which may harm or adversely affect Aluminas business or interests;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | not give or receive any monetary payment, gift, benefit, personal favour or gratuity in, or in connection with any business of Alumina save and except in any case involving items of
nominal value and authorised business related expenditure for which approval has been obtained by you from the Chairman or other authorised persons; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | properly record and account for all transactions made by you on behalf of Alumina by maintenance of the appropriate records and accounts.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



---

|9. | ENVIRONMENT, HEALTH AND SAFETY
|-- | ------------------------------

You are required to
carry out your role in a safe and environmentally responsible manner and comply with relevant Acts, Regulations and other Codes of Practice and Aluminas environmental health and safety policies and procedures (as amended from time to time).

Employees are required to refrain from the use of alcohol and drugs prior to and during their work hours, as noted in the Fitness for Work
section of Aluminas Environment, Health and Safety Policy.

Alumina provides an annual health care program for employees, which is
currently provided by Good Health Solutions.



|10. | TERMINATION OF EMPLOYMENT
|--- | -------------------------

Summary dismissal

This Agreement may be terminated immediately by Alumina for any conduct on your part which would justify summary dismissal, including:



| | (a) | wilful and serious misconduct;
| | --- | ------------------------------



| | (b) | abuse of alcohol and drugs in the workplace, or intoxication while at work;
| | --- | ---------------------------------------------------------------------------



| | (c) | dishonesty;
| | --- | -----------



| | (d) | criminal offences; or
| | --- | ---------------------



| | (e) | abuse of colleagues.
| | --- | --------------------

Termination with notice

This Agreement may be terminated by your giving twelve (12) months notice in writing to Alumina, and by Alumina giving
twelve (12) months notice in writing to you.

Alumina may in its absolute discretion make a payment to you in lieu of some or all
of the notice period given by it or by you. Any such payment will be calculated according to your Base Remuneration, which is defined as:



| |  |  | FAR; and
| | - |  | --------



| |  |  | STI, calculated as at target performance.
| | - |  | -------------------------------------------

If
you resign without giving twelve (12) months notice, Alumina may withhold from any payment to be made to you on termination an amount equivalent to the amount of outstanding notice to be served calculated in accordance with your Base
Remuneration.



|11. | REDUNDANCY
|--- | ----------

In the event that your employment is
terminated on the basis of the redundancy of your position, you will be entitled to the redundancy and termination benefits provided for in this clause.



---

Where you are entitled to receive a redundancy payment under this clause, your payment will be calculated
according to your Base Remuneration.

Other than in the circumstances described in the following paragraph, if your employment is terminated
on the basis of the redundancy of your position, you will, as a minimum, be entitled on redundancy to:



| | (a) | payment of your accrued annual leave and (if applicable) long service leave entitlements, provided that pro rata long service leave benefits will be paid if you have three
(3) years or more continuous service; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the greater of either:
| | --- | ----------------------



| | (i) | a payment equivalent to six (6) months Base Remuneration; or
| | --- | ------------------------------------------------------------



| | (ii) | a payment comprising your notice payment, severance payment and additional severance payment, as specified below.
| | ---- | -----------------------------------------------------------------------------------------------------------------



| | (c) | in appropriate cases, outplacement support, details of which are provided in Aluminas Leaving the Company policy;
| | --- | --------------------------------------------------------------------------------------------------------------------

For the purpose of determining the amount of any redundancy payment that may be payable under paragraph (b)(ii) above:



| | (i) | the notice payment will be the greater of twelve (12) weeks notice, or notice provided within the Contract of Employment;
| | --- | --------------------------------------------------------------------------------------------------------------------------



| | (ii) | a severance payment will be two and a half (2.5) weeks per completed year of service pro-rated for completed months of service; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------



| | (iii) | an additional severance payment will be thirteen (13) weeks additional ex-gratia payment.
| | ----- | -----------------------------------------------------------------------------------------



|12. | SIGNIFICANT CHANGE
|--- | ------------------

In the event of a Significant
Change, you may elect to terminate your employment with Alumina in accordance with clause 11, by providing written notice to Alumina within 28 days of the Significant Change event occurring.

For the purpose of this clause, a Significant Change means:



| |  |  | if Alumina ceases to be listed on the Australian Stock Exchange;
| | - |  | ----------------------------------------------------------------



| |  |  | if there is a significant change in the status and/or responsibilities of your position which is detrimental to you (where you do not consent to the change in status and/or
responsibilities); or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if Alumina makes a decision that the employment position you occupied is no longer required and it does not offer you suitable alternative employment or you do not accept other
employment with Alumina or another employer.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If your employment with Alumina terminates in accordance with this clause 12,
you will (subject to the other paragraphs in this clause) be entitled to receive a payment calculated according to clause 11.



---

You will not have an entitlement to receive a payment under this clause 12 in circumstances where the
reasons for the Significant Change is your poor performance or inability to fulfil your agreed responsibilities outlined in your Role Definition.



|13. | SECURITY REQUIREMENTS
|--- | ---------------------

Alumina may, through its
officers, employees or delegates, inspect your personal property on Alumina premises and work area at any time for security reasons. By signing this contract you consent to such inspection.

You shall not, without prior consent from Alumina, remove any records, documents, or other property from the workplace.



|14. | COMPUTER USE
|--- | ------------

Alumina uses certain computer
software under licence which may not be reproduced or copied by you in any way, unless specifically approved.

Any use by you of
Aluminas IT network will be subject to and in accordance with relevant policies. Specifically, you acknowledge that this network is provided for business and reasonable private use, may be reviewed or inspected by Alumina, and is not private
to you.



|15. | CONFIDENTIALITY  ALUMINA PROPERTY
|--- | ----------------------------------

Except
with the prior written approval of Alumina or in the proper discharge of your duties, you shall not disclose to any third party during the currency of this contract or thereafter any information, confidential or otherwise, relating to Aluminas
affairs which may come to your knowledge.

All documents and other information of Alumina that is not in the public domain including,
without limitation, reports, documents, files, books, manuals, records, information, statements, papers, writing and similar items (whether in hard copy, electronic, magnetic or other form) relating to Aluminas affairs and all other materials,
property or equipment shall be and remain the property of Alumina and shall be handed over to Alumina by you from time to time on demand and in any event, on your leaving the service of Alumina.

You will continue to be bound by these obligations following the termination of your employment for any reason, and must take reasonable steps to prevent
unlawful use or disclosure of Aluminas confidential information.



|16. | INTELLECTUAL PROPERTY
|--- | ---------------------

You must immediately, freely
and fully disclose to Alumina any work related invention, improvement or discovery you make as an employee of Alumina. All such inventions, improvements or discoveries you make are the absolute property of Alumina.

You must not at any time during or after the cessation of your employment with Alumina apply for or claim any entitlement to any letters patent, design,
copyright (register able or otherwise) or other form of protection whether in Australia or elsewhere, in relation to such intellectual property.



---

You are required to assign to Alumina any right you may have to a grant of letters patent, design,
copyright (register able or otherwise) or other form of protection regardless of whether it is held in Australia or elsewhere.

Alumina
policy in relation to Intellectual Property is contained in Aluminas Human Resources Policies and Procedures.



|17. | POLICIES AND PROCEDURES
|--- | -----------------------

You will be required to
comply with Aluminas Human Resources Policies and Procedures as amended from time to time.

In particular, you should be aware of
Aluminas Code of Conduct and its policy for Buying and Selling Securities. You will be required to acknowledge, in writing, that you have read Aluminas Code of Conduct and confirm that you agree to act in accordance with it. You will
also be required, in writing, to annually re-affirm your commitment to Aluminas Code of Conduct.

It is your responsibility to
familiarise yourself with the requirements of Aluminas policies and procedures.



|18. | EMPLOYMENT CONTRACT  AFFIRMATION
|--- | ---------------------------------

The terms
and conditions set out in this Agreement come into effect from your commencement date with Alumina and will replace the provisions of all prior employment contracts you have entered into with Alumina. It is Aluminas intention to reaffirm the
terms of your employment contract on a regular basis.



|19. | FINANCIAL ADVICE
|--- | ----------------

The Company will reimburse you
the cost of receiving personal financial advice up to a maximum reimbursement of $3,000 per annum.



---

|20. | ACKNOWLEDGEMENT
|--- | ---------------

By signing this acknowledgement, Alumina declares
that the Employee has been informed of the terms of this Employment Contract:

For Alumina Limited



|        |  |                
|------- |  | ---------------
|Signed: |  | /s/  Don Morley
|Name:   |  | Don Morley     
|Title:  |  | Chairman       



|                   |  | 
|------------------ |  | 
|Witness Signature: |  | 

Date: 8 December 2005

By signing this acknowledgment, you declare that you genuinely consent to the terms and conditions of this Employment Contract:



|        |  |                 
|------- |  | ----------------
|Signed: |  | /s/  John Marlay
|Name:   |  | John Marlay     



|                   |  | 
|------------------ |  | 
|Witness Signature: |  | 

Date: 8 December 2005



---

PRIVATE & CONFIDENTIAL

8 September 2005

Mr Stephen Foster

83 Woodville Street

NORTH BALWYN VIC 3104

Dear Stephen

CONTRACT
OF EMPLOYMENT

The Compensation Committee has recently reviewed the contract of employment terms for all Alumina Limited (Alumina)
employees, approving revisions to your existing termination of employment terms and conditions. This revised contract of employment incorporates your new employment terms:



|                      |  |                                                       |  |                                                                                                                                                            
|--------------------- |  | ----------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Position/Capacity:    |  | General Counsel and Company Secretary                
|                      | 
|Tenure:               |  | Permanent                                            
|                      | 
|Reporting to:         |  | Chief Executive Officer                              
|                      | 
|Commencement date:    |  | 6 November 2002                                      
|                      | 
|Location:             |  | Level 12, IBM Tower, 60 City Road, Southbank Vic 3006
|                      |  |                                                      
|Remuneration Package: |  | FAR:                                                  |  | $350,000 per annum, including superannuation, effective 1 August 2005. This increase includes a 2005 market adjustment, and is fixed until 31 December 2006
|                      |  |                                                      
|                      |  | STI:                                                  |  | Up to 45% of FAR per annum, 27% at target, from January 2006.                                                                                              
|                      |  |                                                      
|                      |  | LTI:                                                  |  | Up to 55% of FAR per annum, from January 2006. An allotment will be made in December 2005.                                                                 

Attached to this letter is a contract of employment which incorporates these terms, as well as revisions approved
by the Compensation Committee and other relevant terms. Please review the contract and, if acceptable, return a signed copy to me. Your signature on the contract will constitute an acknowledgment that you consent to the terms and conditions
contained in it.

Please feel free to contact Tina Forestiere should you require clarification on any aspect of the
contract.

Yours sincerely

JOHN MARLAY

CHIEF EXECUTIVE OFFICER



---

Date: 8 September 2005

This is a Contract of Employment between Alumina Limited (ACN 85 004 820 419) of Level 12 IBM Centre, 60 City Road, Southbank Victoria 3006 (Alumina) and Stephen Foster of 83 Woodville Street, North Balwyn
Victoria 3104 who have agreed that Stephen Foster will be employed by Alumina on the terms of this Agreement.

By way of introduction, some of
the key terms of this Agreement are:



|                   |  |                                                      
|------------------ |  | -----------------------------------------------------
|Position:          |  | General Counsel and Company Secretary                
|                   | 
|Tenure:            |  | Permanent                                            
|                   | 
|Reporting to:      |  | Chief Executive Officer                              
|                   | 
|Commencement date: |  | 6 November 2002                                      
|                   | 
|Location:          |  | Level 12, IBM Tower, 60 City Road, Southbank Vic 3006

The formal terms of this Contract of Employment are as follows:



|1. | POSITION AND COMMENCEMENT
|-- | -------------------------

You will be employed in
the position of General Counsel and Company Secretary.

You will report to the Chief Executive Officer.

Your employment under this Agreement will be effective from 6 November 2002.

You will be employed in Aluminas office at Level 12, IBM Tower, 60 City Road, Southbank Victoria 3006. Alumina will provide car parking within the
building at which its offices are located.



|2. | REMUNERATION
|-- | ------------

Your remuneration will fully
compensate you for all entitlements including payment for hours you work outside Aluminas normal office hours.

Your salary will be
paid monthly, half in arrears and half in advance, by direct transfer into your nominated account/(s) with a bank or other approved, recognised financial institution.

The components of your remuneration, and the value or potential value of each, are as follows:



| |  |  | Fixed Annual Reward (FAR) of $350,000 per annum, including superannuation, effective 1 August 2005. This increase includes a 2005 market adjustment, and is fixed
until 31 December 2006; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Short Term Incentive (STI) up to 45% of FAR per annum, 27% at target; and
| | - |  | -------------------------------------------------------------------------



| |  |  | Long Term Incentive (LTI) up to 55% of FAR per annum.
| | - |  | -----------------------------------------------------



---

FAR

Your FAR payment is inclusive of your superannuation benefit. You will be required to salary sacrifice the minimum statutory superannuation contribution to an approved superannuation plan of your choice. The minimum
required contribution you must make under the Superannuation Guarantee is currently 9%, effective 1 July 2002.

STI

The STI payment is an incentive based on your performance against your personal objectives and Aluminas relative annual Total Shareholder Return.
The STI payment provides for a potential maximum bonus of up to 45% of your FAR payment, with at target performance likely to achieve 27% of your FAR payment. STI payments will be granted in accordance with the terms of Aluminas
prevailing Short Term Incentive Scheme.

LTI

You may, in the absolute discretion of the Alumina Limited Board, be invited to participate in the Alumina Limited Employee Share Plan from time to time. This incentive component of your remuneration provides you with
the opportunity to annually receive allocated shares in Alumina based on a value of 55% of your FAR payment.

Review of your
remuneration

Your remuneration will be reviewed in December of each year, and Alumina may, in its absolute discretion, determine
whether to increase your remuneration having regard to all relevant factors including your individual performance, the performance of Alumina, market rates and relativities.



|3. | ROLE DEFINITION
|-- | ---------------

A Role Definition, is required for
all positions within Alumina, and sets out the purpose of the role, the accountabilities, authority levels and key competencies. Your Role Definition may be periodically updated to reflect agreed changes to your position as the nature of your role
and level of responsibility may vary. You will be consulted where significant changes to the organisation arrangement or performance of your work are proposed.

You must hold relevant qualifications for the performance of your duties.

Alumina will require you to
provide copies of documents such as licences or certificates which evidence the required qualifications.,



|4. | PERFORMANCE REVIEWS
|-- | -------------------

All employees are required to
participate in Aluminas Performance Review process.

Your personal performance objectives are set are set by you and your Manager in
January for the year ahead. The objectives form the basis of your Performance Review, twice a year.



---

|5. | HOURS OF WORK AND DUTIES
|-- | ------------------------

Aluminas normal
office hours are 08:30 to 17:30, and may be subject to change. Your hours of work for you will be in accordance with the requirements of your work team, as advised to you by your Manager.

In order to perform the duties expected of you, you may, from time to time, be required to work hours outside Aluminas normal office hours or those
advised to you by your Manager. Compensation for any additional hours you work has already been factored into your remuneration.

You are
required to undertake duties as required by Alumina. You may be required to work in other positions or areas within Alumina, based on your skills, competencies and Aluminas business requirements.



|6. | LEAVE
|-- | -----

Sick Leave

You are entitled to ten (10) days paid sick leave for each completed year of service with Alumina. Sick leave accrues from year to year. Accrued sick
leave entitlements will not be are not payable to you on termination of your employment with Alumina.

Annual Leave

Upon completion of each twelve (12) months service with Alumina you are entitled to four (4) weeks annual leave. Annual leave is
accumulated on a pro-rata basis. Annual leave will be taken by agreement at a time that is convenient to Alumina.

Accumulation of annual
leave may not exceed six (6) weeks without the express approval of your Manager. Alumina reserves the right to direct you to take leave, at a time mutually convenient to Alumina, where you have accumulated more than six (6) weeks annual
leave.

Payment for annual leave will be based on your FAR immediately prior to the taking of leave.



| |  |  | On termination of your employment with Alumina, you will be paid for accrued but untaken annual service leave in accordance with your FAR.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

Long Service Leave

You will be
entitled to thirteen (13) weeks paid long service leave after completion of ten (10) years continuous service with Alumina.

On
termination of your employment with Alumina, you will be paid for accrued but untaken long service leave in accordance with your FAR.

Personal Leave

In accordance with Aluminas Policies and Procedures you may also be entitled to the following personal
leave:



| |  |  | up to five (5) days paid compassionate leave per year;
| | - |  | ------------------------------------------------------



---

| |  |  | maternity, adoption and paternity leave; and is available to employees. The Company provides six(6) week paid maternity leave.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | carers leave where you are the primary carer for a family member who is ill or confined. Employees who are carers may be granted paid carers leave by requesting to use up to a
nominal five (5) days of their accrued sick leave entitlement.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Benefits

Alumina provides a range of discretionary benefits which may be available to you including:



| |  |  | superannuation arrangements which are in excess of statutory requirements, including where possible the ability to cash out Aluminas additional contribution and contribute to
your spouses superannuation;.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | education assistance and study leave;
| | - |  | -------------------------------------



| |  |  | participation in Aluminas share plan arrangements, subject to annual Alumina Board approval and invitation;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | personal insurance arrangements including participation in the employee accident insurance scheme, the superannuation disablement and death benefit, and the salary continuance
insurance plan covering extended periods of illness or injury not covered by workers compensation; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | access for you and your family to Aluminas Employee Assistance Program for confidential counselling services and support.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

The types of benefits that are available and the terms on which they are provided may change from time to time. Benefits will be available to you only if
you meet the eligibility criteria for that benefit.



|7. | DISCLOSURE OF INFORMATION ON APPOINTMENT WITH ALUMINA
|-- | -----------------------------------------------------

All information provided by you to Alumina prior to your appointment must be accurate and complete. Failure to comply with this obligation may result in disciplinary action, including termination of your employment.



|8. | YOUR OBLIGATIONS TO ALUMINA
|-- | ---------------------------

There are many general
legal obligations which exist in all employment relationships. You are required to make yourself aware of your employment obligations to Alumina as detailed in Aluminas Code of Conduct.

Without limiting these general obligations, you must:



| |  |  | familiarise yourself with and comply with all workplace policies and procedures and with all the Alumina policies and procedures, as amended from time to time;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | comply with all lawful directions given to you by your Manager or other authorised persons, and to diligently and faithfully serve Alumina, protecting and furthering its interests
at all times;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| |  |  | not engage directly or indirectly in any other trade, business or occupation which deals with Alumina, or which impacts on your ability to perform your work, except with the prior
written approval of your Manager or other authorised persons, and must not to engage in any conduct or activity which may harm or adversely affect Aluminas business or interests;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | not to give or receive any monetary payment, gift, benefit, personal favour or gratuity in, or in connection with any business of Alumina save and except in any case involving items
of nominal value and authorised business related expenditure for which approval has been obtained by you from your Manager or other authorised persons; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | properly record and account for all transactions made by you on behalf of Alumina by maintenance of the appropriate records and accounts.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



|9. | ENVIRONMENT, HEALTH AND SAFETY
|-- | ------------------------------

You are required to
carry out your role in a safe and environmentally responsible manner and comply with relevant Acts, Regulations and other Codes of Practice and Aluminas environmental health and safety policies and procedures (as amended from time to time). It
is a requirement that you wear and maintain personal protective clothing and safety equipment as required by Alumina.

Employees are
required to refrain from the use of alcohol and drugs prior to and during their work hours, as noted in the Fitness for Work section of Aluminas Environment, Health and Safety Policy.

Alumina provides an annual health care program for employees, which is currently provided by Good Health Solutions.



|10. | TERMINATION OF EMPLOYMENT
|--- | -------------------------

Summary dismissal

This Agreement may be terminated immediately by Alumina for any conduct on your part which would justify summary dismissal, including:



| | (a) | wilful and serious misconduct;
| | --- | ------------------------------



| | (b) | abuse of alcohol and drugs in the workplace, or intoxication while at work;
| | --- | ---------------------------------------------------------------------------



| | (c) | dishonesty;
| | --- | -----------



| | (d) | criminal offences; or
| | --- | ---------------------



| | (e) | abuse of colleagues.
| | --- | --------------------

Termination with notice

This Agreement may be terminated by your giving three (3) months notice in writing to Alumina, and by Alumina giving six
(6) months notice in writing to you.

Alumina may in its absolute discretion make a payment to you in lieu of some or all of the
notice period given by it or by you. Any such payment will be calculated according to your Base Remuneration, which is defined as:



| |  |  | FAR; and
| | - |  | --------



| |  |  | STI, calculated as at target performance.
| | - |  | -------------------------------------------



---

If you resign without giving three (3) months notice, Alumina may withhold from any payment to
be made to you on termination an amount equivalent to the amount of outstanding notice to be served calculated in accordance with your Base Remuneration.



|11. | REDUNDANCY
|--- | ----------

In the event that your employment is
terminated on the basis of the redundancy of your position, you will be entitled to the redundancy and termination benefits provided for in this clause.

Where you are entitled to receive a redundancy payment under this clause, your payment will be calculated according to your Base Remuneration.

Other than in the circumstances described in the following paragraph, if your employment is terminated on the basis of the redundancy of your position,
you will, as a minimum, be entitled on redundancy to:



| | (a) | payment of your accrued annual leave and (if applicable) long service leave entitlements, provided that pro rata long service leave benefits will be paid if you have three
(3) years or more continuous service; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the greater of either:
| | --- | ----------------------



| | (i) | a payment equivalent to six (6) months Base Remuneration; or
| | --- | ------------------------------------------------------------



| | (ii) | a payment comprising your notice payment, severance payment and additional severance payment, as specified below.
| | ---- | -----------------------------------------------------------------------------------------------------------------



| | (c) | in appropriate cases, outplacement support, details of which are provided in Aluminas Leaving the Company policy;
| | --- | --------------------------------------------------------------------------------------------------------------------

For the purpose of determining the amount of any redundancy payment that may be payable under paragraph (b)(ii) above:



| | (i) | the notice payment will be the greater of twelve (12) weeks notice, or notice provided within the Contract of Employment;
| | --- | -------------------------------------------------------------------------------------------------------------------------



| | (ii) | a severance payment will be two and a half (2.5) weeks per completed year of service pro-rated for completed months of service; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------



| | (iii) | an additional severance payment, the amount of which will be determined by the Tier in which you are employed at the time of the redundancy, will be:
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | nine (9) weeks additional ex-gratia payment for Tier 2, Executive positions.
| | - |  | ----------------------------------------------------------------------------



---

|12. | SIGNIFICANT CHANGE
|--- | ------------------

In the event of a Significant
Change, you may elect to terminate your employment with Alumina in accordance with clause 11, by providing written notice to Alumina within 28 days of the Significant Change event occurring.

For the purpose of this clause, a Significant Change means:



| |  |  | if Alumina ceases to be listed on the Australian Stock Exchange;
| | - |  | ----------------------------------------------------------------



| |  |  | if there is a significant change in the status and/or responsibilities of your position which is detrimental to you (where you do not consent to the change in status and/or
responsibilities); or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if Alumina makes a decision that the employment position you occupied is no longer required and it does not offer you suitable alternative employment or you do not accept other
employment with Alumina or another employer.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If your employment with Alumina terminates in accordance with this clause 12,
you will (subject to the other paragraphs in this clause) be entitled to receive a payment calculated according to clause 11.

You will not
have an entitlement to receive a payment under this clause 12 in circumstances where the reasons for the Significant Change is your poor performance or inability to fulfil your agreed responsibilities outlined in your Role Definition.



|13. | SECURITY REQUIREMENTS
|--- | ---------------------

Alumina may, through its
officers, employees or delegates, inspect your personal property on Alumina premises and work area at any time for security reasons. and By signing this contract you hereby consent to such inspection.

You shall not, without prior consent from Alumina, remove any records, documents, or other property from the workplace.



|14. | COMPUTER USE
|--- | ------------

Alumina uses certain computer
software under licence which may not be reproduced or copied by you in any way, unless specifically approved.

Any use by you of
Aluminas IT network will be subject to and in accordance with relevant policies. Specifically, you acknowledge that this network is provided for business and reasonable private use, may be reviewed or inspected by Alumina, and is not private
to you.



|15. | CONFIDENTIALITY  ALUMINA PROPERTY
|--- | ----------------------------------

Except
with the prior written approval of Alumina or in the proper discharge of your duties, you shall not disclose to any third party during the currency of this contract or thereafter any information, confidential or otherwise, relating to Aluminas
affairs which may come to your knowledge.



---

All documents and other information of Alumina that is not in the public domain including, without
limitation, reports, documents, files, books, manuals, records, information, statements, papers, writing and similar items (whether in hard copy, electronic, magnetic or other form) relating to Aluminas affairs and all other materials,
property or equipment shall be and remain the property of Alumina and shall be handed over to Alumina by you from time to time on demand and in any event, on your leaving the service of Alumina.

You will continue to be bound by these obligations following the termination of your employment for any reason, and must take reasonable steps to prevent
unlawful use or disclosure of Aluminas confidential information.



|16. | INTELLECTUAL PROPERTY
|--- | ---------------------

You must immediately, freely
and fully disclose to Alumina any work related invention, improvement or discovery you make as an employee of Alumina. All such inventions, improvements or discoveries you make are the absolute property of Alumina.

You must not at any time during or after the cessation of your employment with Alumina apply for or claim any entitlement to any letters patent, design,
copyright (register able or otherwise) or other form of protection whether in Australia or elsewhere, in relation to such intellectual property.

You are required to assign to Alumina any right you may have to a grant of letters patent, design, copyright (register able or otherwise) or other form of protection regardless of whether it is held in Australia or elsewhere.

Alumina policy in relation to Intellectual Property is contained in Aluminas Group Human Resources Policies and Procedures Manual.



|17. | POLICIES AND PROCEDURES
|--- | -----------------------

You will be required to
comply with Aluminas Human Resources Policies and Procedures as amended from time to time.

In particular, you should be aware of
Aluminas Code of Conduct and its policy for Buying and Selling Securities. You will be required to acknowledge, in writing, that you have read Aluminas Code of Conduct and confirm that you agree to act in accordance with it. You will
also be required, in writing, to annually re-affirm your commitment to Aluminas Code of Conduct.

It is your responsibility to
familiarise yourself with the requirements of Aluminas policies and procedures.



|18. | EMPLOYMENT CONTRACT  AFFIRMATION
|--- | ---------------------------------

The terms
and conditions set out in this Agreement come into effect from your commencement date with Alumina and will replace the provisions of all prior employment contracts you have entered into with Alumina. It is Aluminas intention to reaffirm the
terms of your employment contract on a regular basis.



---

|19. | ACKNOWLEDGEMENT
|--- | ---------------

By signing this acknowledgement,
Alumina declares that the Employee has been informed of the terms of this Employment Contract:

For Alumina Limited



|        |  |                        
|------- |  | -----------------------
|Signed: |  | /s/ John Marlay        
|Name:   |  | John Marlay            
|Title:  |  | Chief Executive Officer
|        | 
|Date:   |  | 20 September 2005      

By signing this acknowledgment, you declare that you genuinely consent to the terms and conditions
of this Employment Contract:



|        |  |                   
|------- |  | ------------------
|Signed: |  | /s/ Stephen Foster
|Name:   |  | Stephen Foster    
|        | 
|Date:   |  | 18 September 2005 



---

PRIVATE & CONFIDENTIAL

26 September 2005

Mr Ken Dean

33 Felix Crescent

RINGWOOD VIC 3134

Dear Ken

CONTRACT OF EMPLOYMENT

Alumina Limited (Alumina) has pleasure in confirming our offer of employment
to you. The full terms and conditions of your employment with Alumina are set out in the attached contract of employment. By way of introduction, some of your key employment terms are as follows:



|                      |  |                                                                                                                                                                                                                                         |  |                                                                                           
|--------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------
|                      | 
|Position/Capacity:    |  | Chief Financial Officer                                                                                                                                                                                                                
|                      | 
|Tenure:               |  | Permanent                                                                                                                                                                                                                              
|                      | 
|Reporting to:         |  | Chief Executive Officer                                                                                                                                                                                                                
|                      | 
|Commencement date:    |  | Tuesday 4 October 2005. During October, you will be required to participate in the AWAC Strategic Council meeting on Wednesday 5 October, and you will undertake a handover
with Bob Davies from Monday 24 October  Friday 28 October.
|                      | 
|Location:             |  | Level 12, IBM Tower, 60 City Road, Southbank Vic 3006                                                                                                                                                                                  
|                      |  |                                                                                                                                                                                                                                        
|Remuneration Package: |  | FAR:                                                                                                                                                                                                                                    |  | $540,000 per annum, including superannuation                                              
|                      |  |                                                                                                                                                                                                                                        
|                      |  | STI:                                                                                                                                                                                                                                    |  | Up to 45% of FAR per annum, 27% at target, from January 2006.                             
|                      |  |                                                                                                                                                                                                                                        
|                      |  | LTI:                                                                                                                                                                                                                                    |  | Up to 55% of FAR per annum, from January 2006. An allotment will be made in December 2005.

Please review the proposed contract, and following our discussions to clarify the key aspects of your contract,
return a signed copy to me. Your signature on the contract will constitute an acknowledgement that you consent to the terms and conditions contained in it.

I am very much looking forward to working with you and to welcome you into the Alumina team.

Yours sincerely

JOHN MARLAY

CHIEF EXECUTIVE OFFICER



---

Date: 26 September 2005

This is a Contract of Employment between Alumina Limited (ACN 85 004 820 419) of Level 12 IBM Centre, 60 City Road, Southbank Victoria 3006 (Alumina) and Ken Dean of 33 Felix Crescent, Ringwood Victoria 3134who have agreed that Ken Dean will be employed by Alumina on the terms of this Agreement.



|                   |  |                                                                                                                                                                                                                                        
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Position:          |  | Chief Financial Officer                                                                                                                                                                                                                
|                   | 
|Tenure:            |  | Permanent                                                                                                                                                                                                                              
|                   | 
|Reporting to:      |  | John Marlay, Chief Executive Officer                                                                                                                                                                                                   
|                   | 
|Commencement date: |  | Tuesday 4 October 2005. During October, you will be required to participate in the AWAC Strategic Council meeting on Wednesday 5 October, and you will undertake a handover with Bob
Davies from Monday 24 October  Friday 28 October.
|                   | 
|Location:          |  | Level 12, IBM Tower, 60 City Road, Southbank Vic 3006                                                                                                                                                                                  

The formal terms of this Contract of Employment are as follows:



|1. | POSITION AND COMMENCEMENT
|-- | -------------------------

You will be employed in
the position of Chief Financial Officer.

You will report to the Chief Executive Officer.

Your employment under this Agreement will be effective from 4 October 2005.

You will be employed in Aluminas office at Level 12, IBM Tower, 60 City Road, Southbank Victoria 3006. Alumina will provide car parking within the
building.



|2. | REMUNERATION
|-- | ------------

Your remuneration will fully
compensate you for all entitlements including hours you work outside Aluminas normal office hours, and in your position as a non-executive director of Santos Limited. Directors fees from Santos (after tax, but excluding superannuation
and any form of equity-based remuneration) will be paid to Alumina Limited.

Your salary will be paid monthly, half in arrears and half in
advance, by direct transfer into your nominated account/(s) with a bank or other approved, financial institution.

The components of your
remuneration, and the value or potential value of each, are as follows:



| |  |  | Fixed Annual Reward (FAR) of $540,000 per annum, including superannuation, effective 4 October 2005; and
| | - |  | --------------------------------------------------------------------------------------------------------



---

| |  |  | Short Term Incentive (STI) up to 45% of FAR per annum, 27% at target, from January 2006; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Long Term Incentive (LTI) up to 55% of FAR per annum, from January 2006. An allotment will be made in December 2005.
| | - |  | --------------------------------------------------------------------------------------------------------------------

FAR

Your FAR payment is inclusive of
your superannuation benefit. You will be required to salary sacrifice the minimum statutory superannuation contribution to an approved superannuation plan of your choice. The minimum required contribution you must make under the Superannuation
Guarantee is currently 9%, effective 1 July 2002.

STI

The STI payment is an incentive based on your performance against your personal objectives and Aluminas relative annual Total Shareholder Return.
The STI payment provides for a potential maximum bonus of up to 45% of your FAR payment, with at target performance likely to achieve 27% of your FAR payment. STI payments will be granted in accordance with the terms of Aluminas
prevailing Short Term Incentive Scheme.

LTI

You may, in the absolute discretion of the Alumina Limited Board, be invited to participate in the Alumina Limited Employee Share Plan from time to time. This incentive component of your remuneration provides you with
the opportunity to annually receive allocated shares in Alumina based on a value of 55% of your FAR payment.

Review of your
remuneration

Your remuneration will be reviewed in December of each year, and Alumina may, in its absolute discretion, determine
whether to increase your remuneration having regard to all relevant factors including your individual performance, the performance of Alumina, market rates and relativities.



|3. | ROLE DEFINITION
|-- | ---------------

A Role Definition, required for
all positions within Alumina, sets out the purpose of the role, the accountabilities, authority levels and key competencies. Your Role Definition may be periodically updated to reflect agreed changes to your position as the nature of your role and
level of responsibility may vary. You will be consulted where significant changes to the arrangement or performance of your work are proposed.

You must hold relevant qualifications for the performance of your duties. Alumina will require you to provide copies of documents which evidence the relevant qualifications.



---

|4. | PERFORMANCE REVIEWS
|-- | -------------------

All employees are required to
participate in Aluminas Performance Review process.

Your personal performance objectives are set by you and the CEO in January for
the year ahead. The objectives form the basis of your Performance Review, twice a year.



|5. | HOURS OF WORK AND DUTIES
|-- | ------------------------

Aluminas normal
office hours are 08:30 to 17:30, and may be subject to change. Your hours of work will be in accordance with the requirements of the executive team.

In order to perform the duties expected of you, you may, from time to time, be required to work hours outside Aluminas normal office hours or those advised to you by your Manager. Compensation for any additional hours you work has
already been factored into your remuneration.

You are required to undertake duties as required by Alumina. You may be required to work in
other positions or areas within Alumina, based on your skills, competencies and Aluminas business requirements.



|6. | LEAVE
|-- | -----

Sick Leave

You are entitled to ten (10) days paid sick leave for each completed year of service with Alumina. Sick leave accrues from year to year. Accrued sick
leave entitlements will not be payable to you on termination of your employment with Alumina.

Annual leave

Upon completion of each twelve (12) months service with Alumina you are entitled to four (4) weeks annual leave. Annual leave is
accumulated on a pro-rata basis. Annual leave will be taken by agreement at a time that is convenient to Alumina.

Accumulation of annual
leave may not exceed six (6) weeks without the express approval of your Manager. Alumina reserves the right to direct you to take leave, at a time mutually convenient to Alumina, where you have accumulated more than six (6) weeks annual
leave.

Payment for annual leave will be based on your FAR immediately prior to taking leave.



| |  |  | On termination of your employment with Alumina, you will be paid for accrued but untaken annual service leave in accordance with your FAR.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

Long Service Leave

You will be
entitled to thirteen (13) weeks paid long service leave after completion of ten (10) years continuous service with Alumina.

On
termination of your employment with Alumina, you will be paid for accrued but untaken long service leave in accordance with your FAR.



---

Personal leave

In accordance with Aluminas Policies and Procedures you may also be entitled to the following personal leave:



| |  |  | up to five (5) days paid compassionate leave per year;
| | - |  | ------------------------------------------------------



| |  |  | maternity, adoption and paternity leave; and
| | - |  | --------------------------------------------



| |  |  | carers leave where you are the primary carer for a family member who is ill or confined. Employees who are carers may be granted paid carers leave by requesting to use up to
five (5) days of their accrued sick leave entitlement.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Benefits

Alumina provides a range of discretionary benefits which are available to you including:



| |  |  | superannuation arrangements which are in excess of statutory requirements, including where possible the ability to cash out Aluminas additional contribution and contribute to
your spouses superannuation;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | education assistance and study leave;
| | - |  | -------------------------------------



| |  |  | participation in Aluminas share plan arrangements, subject to annual Alumina Board approval and invitation;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | personal insurance arrangements including participation in the employee accident insurance scheme, the superannuation disablement and death benefit and the salary continuance
insurance plan covering extended periods of illness or injury not covered by workers compensation; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | access for you and your family to Aluminas Employee Assistance Program for confidential counselling services and support.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

The types of benefits that are available and the terms on which they are provided may change from time to time. Benefits will be available to you only if
you meet the eligibility criteria for that benefit.



|7. | DISCLOSURE OF INFORMATION ON APPOINTMENT WITH ALUMINA
|-- | -----------------------------------------------------

All information provided by you to Alumina prior to your appointment must be accurate and complete. Failure to comply with this obligation may result in disciplinary action, including termination of your employment.



|8. | YOUR OBLIGATIONS TO ALUMINA
|-- | ---------------------------

There are many general
legal obligations which exist in all employment relationships. You are required to make yourself aware of your employment obligations to Alumina as detailed in Aluminas Code of Conduct.



---

Without limiting these general obligations, you must:



| |  |  | familiarise yourself with and comply with all workplace policies and procedures and with all Alumina policies and procedures, as amended from time to time;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | comply with all lawful directions given to you by your Manager or other authorised persons, and diligently and faithfully serve Alumina, protecting and furthering its interests at
all times;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | not engage directly or indirectly in any other trade, business or occupation which deals with Alumina, or which impacts on your ability to perform your work, except with the prior
written approval of your Manager or other authorised persons, and must not engage in any conduct or activity which may harm or adversely affect Aluminas business or interests;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | not give or receive any monetary payment, gift, benefit, personal favour or gratuity in, or in connection with any business of Alumina save and except in any case involving items of
nominal value and authorised business related expenditure for which approval has been obtained by you from your Manager or other authorised persons; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | properly record and account for all transactions made by you on behalf of Alumina by maintenance of the appropriate records and accounts.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



|9. | ENVIRONMENT, HEALTH AND SAFETY
|-- | ------------------------------

You are required to
carry out your role in a safe and environmentally responsible manner and comply with relevant Acts, Regulations and other Codes of Practice and Aluminas environmental health and safety policies and procedures (as amended from time to time). It
is a requirement that you wear and maintain personal protective clothing and safety equipment as required by Alumina.

Employees are
required to refrain from the use of alcohol and drugs prior to and during their work hours, as noted in the Fitness for Work section of Aluminas Environment, Health and Safety Policy.

Alumina provides an annual health care program for employees, which is currently provided by Good Health Solutions.



|10. | TERMINATION OF EMPLOYMENT
|--- | -------------------------

Summary dismissal

This Agreement may be terminated immediately by Alumina for any conduct on your part which would justify summary dismissal, including:



| | (a) | wilful and serious misconduct;
| | --- | ------------------------------



| | (b) | abuse of alcohol and drugs in the workplace, or intoxication while at work;
| | --- | ---------------------------------------------------------------------------



| | (c) | dishonesty;
| | --- | -----------



| | (d) | criminal offences; or
| | --- | ---------------------



| | (e) | abuse of colleagues.
| | --- | --------------------



---

Termination with notice

This Agreement may be terminated by your giving three (3) months notice in writing to Alumina, and by Alumina giving six (6) months
notice in writing to you.

Alumina may in its absolute discretion make a payment to you in lieu of some or all of the notice period given by
it or by you. Any such payment will be calculated according to your Base Remuneration, which is defined as:



| |  |  | FAR; and
| | - |  | --------



| |  |  | STI, calculated as at target performance.
| | - |  | -------------------------------------------

If
you resign without giving three (3) months notice, Alumina may withhold from any payment to be made to you on termination an amount equivalent to the amount of outstanding notice to be served calculated in accordance with your Base
Remuneration.



|11. | REDUNDANCY
|--- | ----------

In the event that your employment is
terminated on the basis of the redundancy of your position, you will be entitled to the redundancy and termination benefits provided for in this clause.

Where you are entitled to receive a redundancy payment under this clause, your payment will be calculated according to your Base Remuneration.

Other than in the circumstances described in the following paragraph, if your employment is terminated on the basis of the redundancy of your position,
you will, as a minimum, be entitled on redundancy to:



| | (a) | payment of your accrued annual leave and (if applicable) long service leave entitlements, provided that pro rata long service leave benefits will be paid if you have three
(3) years or more continuous service; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the greater of either:
| | --- | ----------------------



| | (i) | a payment equivalent to six (6) months Base Remuneration; or
| | --- | ------------------------------------------------------------



| | (ii) | a payment comprising your notice payment, severance payment and additional severance payment, as specified below.
| | ---- | -----------------------------------------------------------------------------------------------------------------



| | (c) | in appropriate cases, outplacement support, details of which are provided in Aluminas Leaving the Company policy;
| | --- | --------------------------------------------------------------------------------------------------------------------

For the purpose of determining the amount of any redundancy payment that may be payable under paragraph (b)(ii) above:



| | (i) | the notice payment will be the greater of twelve (12) weeks notice, or notice provided within the Contract of Employment;
| | --- | -------------------------------------------------------------------------------------------------------------------------



| | (ii) | a severance payment will be two and a half (2.5) weeks per completed year of service pro-rated for completed months of service; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------



---

| | (iii) | an additional severance payment, the amount of which will be determined by the Tier in which you are employed at the time of the redundancy, will be:
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | nine (9) weeks additional ex-gratia payment for Tier 2, Executive position.
| | - |  | ---------------------------------------------------------------------------



|12. | SIGNIFICANT CHANGE
|--- | ------------------

In the event of a Significant
Change, you may elect to terminate your employment with Alumina in accordance with clause 11, by providing written notice to Alumina within 28 days of the Significant Change event occurring.

For the purpose of this clause, a Significant Change means:



| |  |  | if Alumina ceases to be listed on the Australian Stock Exchange;
| | - |  | ----------------------------------------------------------------



| |  |  | if there is a significant change in the status and/or responsibilities of your position which is detrimental to you (where you do not consent to the change in status and/or
responsibilities); or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if Alumina makes a decision that the employment position you occupied is no longer required and it does not offer you suitable alternative employment or you do not accept other
employment with Alumina or another employer.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If your employment with Alumina terminates in accordance with this clause 12,
you will (subject to the other paragraphs in this clause) be entitled to receive a payment calculated according to clause 11.

You will not
have an entitlement to receive a payment under this clause 12 in circumstances where the reasons for the Significant Change is your poor performance or inability to fulfil your agreed responsibilities outlined in your Role Definition.



|13. | SECURITY REQUIREMENTS
|--- | ---------------------

Alumina may, through its
officers, employees or delegates, inspect your personal property on Alumina premises and work area at any time for security reasons. By signing this contract you consent to such inspection.

You shall not, without prior consent from Alumina, remove any records, documents, or other property from the workplace.



|14. | COMPUTER USE
|--- | ------------

Alumina uses certain computer
software under licence which may not be reproduced or copied by you in any way, unless specifically approved.

Any use by you of
Aluminas IT network will be subject to and in accordance with relevant policies. Specifically, you acknowledge that this network is provided for business and reasonable private use, may be reviewed or inspected by Alumina, and is not private
to you.



---

|15. | CONFIDENTIALITY  ALUMINA PROPERTY
|--- | ----------------------------------

Except
with the prior written approval of Alumina or in the proper discharge of your duties, you shall not disclose to any third party during the currency of this contract or thereafter any information, confidential or otherwise, relating to Aluminas
affairs which may come to your knowledge.

All documents and other information of Alumina that is not in the public domain including,
without limitation, reports, documents, files, books, manuals, records, information, statements, papers, writing and similar items (whether in hard copy, electronic, magnetic or other form) relating to Aluminas affairs and all other materials,
property or equipment shall be and remain the property of Alumina and shall be handed over to Alumina by you from time to time on demand and in any event, on your leaving the service of Alumina.

You will continue to be bound by these obligations following the termination of your employment for any reason, and must take reasonable steps to prevent
unlawful use or disclosure of Aluminas confidential information.



|16. | INTELLECTUAL PROPERTY
|--- | ---------------------

You must immediately, freely
and fully disclose to Alumina any work related invention, improvement or discovery you make as an employee of Alumina. All such inventions, improvements or discoveries you make are the absolute property of Alumina.

You must not at any time during or after the cessation of your employment with Alumina apply for or claim any entitlement to any letters patent, design,
copyright (register able or otherwise) or other form of protection whether in Australia or elsewhere, in relation to such intellectual property.

You are required to assign to Alumina any right you may have to a grant of letters patent, design, copyright (register able or otherwise) or other form of protection regardless of whether it is held in Australia or elsewhere.

Alumina policy in relation to Intellectual Property is contained in Aluminas Human Resources Policies and Procedures.



|17. | POLICIES AND PROCEDURES
|--- | -----------------------

You will be required to
comply with Aluminas Human Resources Policies and Procedures as amended from time to time.

In particular, you should be aware of
Aluminas Code of Conduct and its policy for Buying and Selling Securities. You will be required to acknowledge, in writing, that you have read Aluminas Code of Conduct and confirm that you agree to act in accordance with it. You will
also be required, in writing, to annually re-affirm your commitment to Aluminas Code of Conduct.

It is your responsibility to
familiarise yourself with the requirements of Aluminas policies and procedures.



|18. | EMPLOYMENT CONTRACT  AFFIRMATION
|--- | ---------------------------------

The terms
and conditions set out in this Agreement come into effect from your commencement date with Alumina and will replace the provisions of all prior employment contracts you have entered into with Alumina. It is Aluminas intention to reaffirm the
terms of your employment contract on a regular basis.



---

|19. | ACKNOWLEDGEMENT
|--- | ---------------

By signing this acknowledgement, Alumina declares
that the Employee has been informed of the terms of this Employment Contract:

For Alumina Limited



|        |  |                        
|------- |  | -----------------------
|Signed: |  | /s/  John Marlay       
|Name:   |  | John Marlay            
|Title:  |  | Chief Executive Officer
|        | 
|Date:   |  | 4 October 2005         

By signing this acknowledgment, you declare that you genuinely consent to the terms and conditions
of this Employment Contract:



|        |  |               
|------- |  | --------------
|Signed: |  | /s/  Ken Dean 
|Name:   |  | Ken Dean      
|        | 
|Date:   |  | 4 October 2005