Ngai Tahu Settlement

9 NON-ACCEPTANCE OF OFFER

If:

9.1 Te Runanga does not accept the Disposal Offer or otherwise
agree to purchase the Specified Shares on terms and conditions (including price)
agreed with the Crown Shareholder before or at 5.00 pm on the Acceptance Date;
or

9.2 Te Runanga gives notice to the Crown Shareholder that it
declines the Disposal Offer at or before that time,

the Disposal Offer will lapse at the earlier of:

(a) the time at which Te Runanga gave notice declining the
Disposal Offer; and

(b) 5.00 pm on the Acceptance Date.

10 CONSEQUENCES OF LAPSE OF OFFER

If the Disposal Offer lapses in accordance with clause 5.2.1
or clause 9, then:

10.1 the Crown Shareholder will be free to Dispose of the
Specified Shares to any person so long as the Disposal is not on More Favourable
Terms than the Benchmark Offer and so long as the contract for the Disposal of
the Specified Shares is executed within 12 months after the date on which the
Disposal Offer has lapsed; but

10.2 the Crown Shareholder may not Dispose of the Specified
Shares:

10.2.1 during the 12 month period referred to in clause 10.1
on More Favourable Terms than the Benchmark Offer; or

10.2.2 after the expiry of that 12 month period;

without again complying with this Deed in full.

11 NOTICE OF TERMS

11.1 Notice of Disposal to third party

If the Crown Shareholder wishes to Dispose of all or any of the
Specified Shares pursuant to clause 10.1, it shall give notice to Te
Runanga of its intention to do so. Such notice shall:

11.1.1 specify the date or proposed date of execution of the
contract relating to the proposed Disposal and, in the case of a contract which
has been executed or will be executed within 20 Business Days of the date of the
notice, specify the date on which the contract will cease to be conditional upon
the Crown Shareholder's compliance with this Deed;

11.1.2 subject to clause 11.2, set out the terms and
conditions (including price);

11.1.3 contain a statement that the proposed Disposal would not
be on More Favourable Terms than the Benchmark Offer; and

11.1.4 be given to Te Runanga not less than 20 Business Days
before the later of:

(a) the proposed date of execution of the contract relating to
the proposed Disposal; and

(b) the date on which the contract relating to the proposed
Disposal will cease to be conditional upon the Crown Shareholder's compliance
with this Deed.

11.2 Non-disclosure of terms

11.2.1 The Crown Shareholder may omit any of the terms and
conditions of a contract or proposed contract so long as they are not material
to Te Runanga's evaluation of those terms and conditions and comparison of them
with the terms and conditions of the Benchmark Offer.

11.2.2 If the Crown Shareholder exercises its rights under
clause 11.2.1 it shall give notice to that effect to Te Runanga at the
same time as it gives notice under clause 11.1. Such notice shall specify
the nature of the terms and conditions omitted from the notice given under
clause 11.1.

11.2.3 Te Runanga may by notice in writing to the Crown
Shareholder, which shall be given not more than 3 Business Days after the Crown
Shareholder has given the notice referred to in clause 11.2.2, require
that the Crown Shareholder refers to an Assessor the issue as to whether the
terms and conditions omitted by the Crown Shareholder are material.

11.2.4 If Te Runanga gives a notice under clause 11.2.3,
its notice shall include the name of the person whom it proposes should be the
Assessor and the Assessor shall be appointed in the manner described in
clauses 12.1.3 and 12.1.4, and clause 12.2 will apply with
any necessary modifications.

11.2.5 If the Assessor determines that any of the terms and
conditions omitted by the Crown Shareholder are material, the Crown Shareholder
shall disclose those terms and conditions to Te Runanga forthwith, and the fees
and costs of the Assessor shall be borne by the Crown Shareholder. Otherwise,
the fees and costs of the Assessor shall be borne by Te Runanga.

12 REFERENCE TO ASSESSOR

12.1 Appointment of Assessor

12.1.1 If requested by Te Runanga within 5 Business Days after
the notice referred to in clause 11.1 has been given to Te Runanga, the
Crown Shareholder shall refer to an Assessor the issue as to whether the
Disposal would be on More Favourable Terms than the Benchmark Offer. If there is
any dispute as to which offer is the Benchmark Offer, that issue may also be
determined by the Assessor.

12.1.2 Subject to clause 12.6, Te Runanga's request
under clause 12.1.1 shall be made by giving notice to the Crown
Shareholder of the request, and such notice shall include the name of the person
whom Te Runanga proposes should be the Assessor.

12.1.3 If the Crown Shareholder accepts that the person whom Te
Runanga proposes should be the Assessor or the Crown Shareholder and Te Runanga
agree on an alternative, the Crown Shareholder shall forthwith appoint the
person nominated by Te Runanga or the agreed alternative, as the case may be, as
Assessor.

12.1.4 If the Crown Shareholder does not wish that the person
nominated by Te Runanga be appointed as Assessor, and Te Runanga and the Crown
Shareholder cannot agree on an alternative within 3 Business Days after Te
Runanga's notice has been given to the Crown Shareholder, then:

(a) if the Crown Shareholder and Te Runanga agree on a third
party who should be asked to appoint the Assessor, the Crown Shareholder shall
arrange for the appointment of the Assessor by that third party; or

(b) if the Crown Shareholder and Te Runanga have not agreed on
a third party who should be asked to appoint the Assessor, the Crown Shareholder
shall arrange for the appointment of the Assessor by the President for the time
being of the Institute of Chartered Accountants of New Zealand or his or her
nominee.

12.2 Appointment and Conduct of Assessor

12.2.1 The terms of appointment of the Assessor shall include
requirements that:

(a) the Assessor determines the matter within 5 Business Days
after the date of his or her appointment;

(b) the Assessor shall immediately notify the parties of his or
her determination; and

(c) the Assessor shall keep all confidential information
provided to him or her by the Crown Shareholder or Te Runanga
confidential.

12.2.2 The Crown Shareholder shall provide to the Assessor a
copy of the Benchmark Offer and the terms and conditions (including price) of
the proposed Disposal and such other evidence as is necessary to determine the
issue.

12.2.3 The Assessor shall provide an opportunity to each party
to make submissions on the issue or issues being considered by the Assessor, so
long as this does not, in the Assessor's opinion, have the effect of extending
the 5 Business Day period referred to above.

12.3 Assessor's Determination

If:

12.3.1 the Assessor determines that the Disposal would not be
on More Favourable Terms than the Benchmark Offer, then clause 10.1 shall
apply, and the 12 month period referred to in clause 10 shall be deemed
to end on the later of:

(a) the end of the 12 month period after the date on which the
last Disposal Offer made by the Crown Shareholder lapsed; and

(b) the date which is 20 Business Days after the date of the
Assessor's determination;

12.3.2 the Assessor determines that the Disposal would be on
More Favourable Terms than the Benchmark Offer, then clause 13.2 shall
apply.

12.4 Costs of Assessor

The fees and costs of the Assessor shall be borne by Te
Runanga if the Assessor makes a determination under clause 12.3.1 and
shall be borne by the Crown Shareholder if the Assessor makes a determination
under clause 12.3.2.

12.5 Binding Decision

Both the Crown Shareholder and Te Runanga agree that the
determination of the Assessor will be final and binding on both of them and that
paragraphs 4 and 5 of the Second Schedule to the Arbitration Act 1996 do not
apply to the Assessor's determination.

12.6 Appointment of Assessor

The Crown Shareholder or Te Runanga may, at any time after the
Indication Date, require, by notice to the other of them, the appointment of an
Assessor in anticipation of a possible future reference to an Assessor under
clause 12.1. In that event, the provisions of clause 12.1 relating
to the appointment of an Assessor will apply with all necessary modifications,
and any reference under clause 12.1 which occurs within 6 months after
the appointment of an Assessor under this clause 12.6 will be a reference
to the Assessor appointed under this clause 12.6 unless, before the date
of the reference, either party has given notice to the other withdrawing its
approval of that person as an Assessor. Each party agrees it will not give such
a notice unless the party believes, on reasonable grounds, that
either:

12.6.1 circumstances have changed to such an extent since the
time of the appointment of the person appointed under this clause 12.6
that; or

12.6.2 new information has become available since that time
which indicates that,

such person is no longer the appropriate person to be the
Assessor.

13 DISPOSAL OF SPECIFIED SHARES TO PARTY OTHER THAN TE
RUNANGA

13.1 Disposal to third party

If:

13.1.1 within 5 Business Days after the notice referred to in
clause 11.1 has been given to Te Runanga, Te Runanga has not made a
request under clause 12.1; or

13.1.2 the Assessor has made a determination under clause
12.3.1,

then the Crown Shareholder may Dispose of the Specified Shares
on the terms referred to in the notice given under clause
11.1.

13.2 Notice to acquire

If the Assessor makes a determination under clause
12.3.2, Te Runanga may, at any time within 5 Business Days after the
Assessor has given notice to Te Runanga of such determination, give a notice to
the Crown Shareholder stating that it wishes to acquire the Specified Shares on
the terms (including price) referred to in the notice given under clause
11.1. If Te Runanga gives such a notice, then the Crown Shareholder shall be
deemed to have entered into a contract with Te Runanga on the terms referred to
in the notice given under clause 11.1. Te Runanga will then be bound
unconditionally (or subject only to any conditions referred to in the notice
given under clause 11.1, other than the condition referred to
in clause 4.2, if relevant) to acquire the Specified Shares on such
terms.

13.3 Disposal of Specified Shares if Te Runanga does not wish
to acquire them

If the Assessor makes a determination under clause
12.3.2, but Te Runanga does not give a notice under clause 13.2, then
the Crown Shareholder may Dispose of the Specified Shares on the terms referred
to in the notice given under clause 11.1.

14 WITHDRAWAL BY CROWN SHAREHOLDER

Except as provided in clause 15, nothing in this Deed
shall prevent the Crown Shareholder from withdrawing a Preliminary Disposal
Notice or a Disposal Notice at any time before acceptance by Te Runanga of a
Disposal Offer. However, if it does so, it shall comply in full with this Deed
if it decides to attempt to dispose of all or any of the Specified Shares
again.

15 CHANGE OF CONTROL OF CROWN SHAREHOLDER

15.1 Notice requirement where there is Change of
Control

If a Change of Control of the Crown Shareholder occurs then, on
becoming aware of that Change of Control, the Crown Shareholder shall
immediately give Te Runanga:

15.1.1 notice of the Change of Control;

15.1.2 an irrevocable Disposal Offer for all of its Specified
Shares on such terms and conditions (including price) to be determined under
clause 15.5; and

15.1.3 an offer to provide such information as would be
included in a Preliminary Information Package if the Crown Shareholder were
giving a notice under clause 3.2 upon receipt of a confidentiality
undertaking of the kind referred to in clause 3.2.3.