Ngai Tahu Settlement

15.5 Transfer of Specified Shares

15.5.1 If the Crown Shareholder and Te Runanga agree on all
terms and conditions (including price) within 40 Business Days of the date on
which Te Runanga received the notice and Disposal Offer under clause
15.1, or gave a copy of a Disposal Offer to the Crown Shareholder under
clause 15.2, then the Crown Shareholder shall, subject to the
satisfaction of any conditions referred to in the agreed terms and
conditions, transfer the Specified Shares to Te Runanga on such terms and
conditions on the Settlement Date.

15.5.2 If the Crown Shareholder and Te Runanga cannot so agree
on all terms and conditions (including price) by the end of the 40 Business Day
period referred to in clause 15.5.1, then:

(a) within a further period of 5 Business Days, Te Runanga may
refer any matter which is not agreed to arbitration in accordance with clause
16; and

(b) once the terms and conditions (including price) have been
determined by arbitration, Te Runanga shall, if it wishes to accept the Disposal
Offer, give notice to the Crown Shareholder of its acceptance of the Disposal
Offer on those terms and conditions and at that price by the date which is 5
Business Days after notice of the determination of the arbitrator has been given
to Te Runanga.

15.5.3 If Te Runanga gives such a notice of acceptance to the
Crown Shareholder, the Crown Shareholder shall, subject to the satisfaction of
any conditions referred to in such terms and conditions, transfer the Specified
Shares to Te Runanga in accordance with those terms and conditions (including
price) on the Settlement Date.

15.5.4 If:

(a) at the end of the 5 Business Day period referred to in
clause 15.5.2(a), the Crown Shareholder and Te Runanga have not agreed on
all terms and conditions (including price) under clause 15.5.1 and Te
Runanga has not referred the matter to arbitration under clause
15.5.2(a); or

(b) at the end of the 5 Business Day period referred to in
clause 15.5.2(b), Te Runanga has not notified acceptance under clause
15.5.2(b),

Te Runanga will be deemed to have given its written approval to
the Change of Control under the definition of Permitted Change of Control in
clause 1. In that event, the requirements of this Deed will apply to any
future Disposal of the Specified Shares by the Crown Shareholder.

16 ARBITRATION

16.1 Reference to Arbitration

If the parties cannot agree on all terms and conditions
(including price) for the Disposal Offer given under clause 15.1 or
clause 15.2 and the matters which are not agreed are referred to
arbitration under clause 15.5.2(a), then the arbitration shall be
conducted in accordance with the Arbitration Act 1996. Te Runanga may commence
the arbitration by giving a notice to the Crown Shareholder.

16.2 Conduct of Arbitration

The arbitration shall be conducted by one arbitrator, if the
Crown Shareholder and Te Runanga can agree upon one or, failing agreement, by
two arbitrators, one to be appointed by the Crown Shareholder and one to be
appointed by Te Runanga. If the reference is to two arbitrators, those
arbitrators shall appoint a third arbitrator before they begin to consider the
dispute.

16.3 Terms of Appointment

ori11The terms of appointment of the arbitrator or arbitrators
shall include requirements that:

16.3.1 the determination shall be in the form of a written
contract for the Disposal of the Specified Shares incorporating all those terms
and conditions (including price) which have already been agreed by the parties
(if any) and all such other terms and conditions (including price) which would
have been agreed by a willing seller with a willing buyer, each with equal
bargaining strength and neither having the ability to impose terms on the
other;

16.3.2 the determination is made within 30 Business Days after
the appointment of the arbitrator or arbitrators;

16.3.3 the arbitrator or arbitrators shall immediately notify
the parties of his, her or their determination; and

16.3.4 the arbitrator or arbitrators will keep all confidential
information provided to him, her or them in the course of the arbitration
confidential.

16.4 Parties bound by Award

Te Runanga and the Crown Shareholder agree to be bound by the
award in the arbitration. Nothing in this clause 16.4 affects the rights
of Te Runanga under clause 15.5.2(b).

17 PARTICIPATION IN SALES PROCESS

17.1 Ngai Tahu Participant may participate in sales
process

Nothing in this Deed prevents any Ngai Tahu Participant
participating in any sales process relating to the Specified Shares
independently of the right of first refusal granted by this Deed.

17.2 Notice

Te Runanga shall give notice to the Crown Shareholder if any
Ngai Tahu Participant intends to participate in any such sales process. If the
Crown Shareholder believes a participant in any such sales process is a Ngai
Tahu Participant, it may give notice to that effect to Te Runanga and Te Runanga
shall, within 5 Business Days of receipt of such notice, give a notice under
this clause or advise the Crown Shareholder that the participant is not a Ngai
Tahu Participant. If no such notice is given, the Crown Shareholder may treat
the participant as a Ngai Tahu Participant until it receives a notice from Te
Runanga advising that the participant is not a Ngai Tahu Participant.

17.3 Modification of right of first refusal

If a Ngai Tahu Participant in respect of which a notice has
been given under clause 17.2 participates in such a sales process,
then:

17.3.1 the Crown Shareholder may enter into a contract to
Dispose of all or any of the Specified Shares to the Ngai Tahu Participant
without further compliance with this Deed. However, if such contract does not
proceed to settlement for any reason other than default by the Ngai Tahu
Participant, the requirements of this Deed will apply to any future Disposal or
attempted Disposal by the Crown Shareholder of the Specified Shares;
and

17.3.2 any provision of information to, or the granting of
access to information to, the Ngai Tahu Participant will satisfy the Crown
Shareholder's obligation under this Deed to give such information or access to
Te Runanga.

18 NO PREJUDICE

If the Crown Shareholder wishes to Dispose of all or any of the
Specified Shares pursuant to clause 10.1 after a sales process in which a
Ngai Tahu Participant has participated, the fact that the Ngai Tahu Participant
has participated in the sales process will not prejudice or affect the Crown
Shareholder's obligations under this Deed except as provided in clause
17.

19 NOMINATION

19.1 Te Runanga may Nominate

Te Runanga may nominate any of:

19.1.1 any company or other entity which is directly or
indirectly wholly owned by Te Runanga;

19.1.2 the Ngai Tahu Charitable Trust; and

19.1.3 any company or entity which is directly or indirectly
wholly owned by the Ngai Tahu Charitable Trust,

to take a transfer of the Specified Shares which are to be
transferred to Te Runanga in accordance with this Deed.

19.2 Time Limit for Notice

Any notice given by Te Runanga to the Crown Shareholder under
this clause 19 shall be given not later than 10 Business Days before the
date on which the Specified Shares are to be transferred to Te
Runanga.

19.3 Conditions of Nomination

Any nomination by Te Runanga under this clause 19 will
be subject to the following conditions:

19.3.1 Te Runanga shall procure that the nominee executes a
nomination deed in the form specified in the Appendix and deliver the
executed deed to the Crown Shareholder with the notice given under this
clause 19;

19.3.2 the nominee will be bound by all the terms and
conditions on which the Specified Shares are to be transferred, and entitled to
the benefit of the Crown Shareholder's obligations to Te Runanga in respect of
the Specified Shares (in both cases, with any amendments as may be reasonably
required by the Crown Shareholder to ensure the Crown Shareholder is not made
worse off by virtue of the nomination); and

19.3.3 Te Runanga will, notwithstanding such nomination, remain
liable for the performance of its obligations under this Deed and any agreement
relating to the Specified Shares.

20 TIME LIMITS

Time is of the essence for all time limits imposed on the Crown
Shareholder and Te Runanga under this Deed. However, such time limits may be
extended if the Crown Shareholder and Te Runanga agree in writing to do
so.

21 NOT OBLIGED TO TRANSFER A LESSER NUMBER

ori11Nothing in this Deed shall require the Crown Shareholder
to transfer less than the number of Specified Shares.

22 CHANGES TO SPECIFIED SHARES

22.1 Subdivision or Consolidation

In the event of a subdivision or consolidation of the Specified
Shares, this Deed shall apply to the subdivided or consolidated
shares.

22.2 Bonus Issue

In the event that a bonus issue of shares is made in respect of
the Specified Shares, this Deed shall apply to the Specified Shares and the
shares issued in respect of the Specified Shares pursuant to the bonus
issue.

22.3 Cash Issue

In the event that the Company makes a pro rata cash issue to
its shareholders, this Deed shall apply to the Specified Shares and the shares
issued in respect of the Specified Shares pursuant to the cash issue.

23 NOTICES

23.1 Written Notice

Except as expressly provided in this Deed, any notice or other
communication given under this Deed to a party shall be in writing addressed to
that party at the address or facsimile number from time to time notified by that
party in writing to the other party. Until any other address or facsimile number
of a party is notified, they will be as follows:

Crown Shareholder:

[Details to come]

Facsimile:

Te Runanga o Ngai Tahu:

The Secretary
Te Runanga o Ngai Tahu
Te Waipounamu
House
127 Armagh Street
(PO Box 13 046)
CHRISTCHURCH

Facsimile: 03 365 4424

23.2 Delivery

Delivery may be effected by hand, by post with postage prepaid,
or by facsimile.

23.3 Delivered Notice
A notice or other communication
delivered by hand will be deemed to have been received at the time of delivery.
However, if the delivery is not made on a Business Day or is made after 5.00 pm
on a Business Day, then the notice or other communication will be deemed to have
been delivered on the next Business Day.

23.4 Posted Notice

A notice or other communication delivered by pre-paid post will
be deemed to have been received on the second Business Day after
posting.

23.5 Facsimile Notice

A notice or other communication sent by facsimile will be
deemed to have been received on the day of transmission. However, if the date of
transmission is not a Business Day or the transmission is sent after 5.00 pm on
a Business Day then the notice or other communication will be deemed to have
been given on the next Business Day after the date of transmission.

24 TERMINATION

The obligation of the Crown Owner under this Deed in respect of
the Specified Shares shall terminate on a Disposal of the Specified
Shares:

24.1 to Te Runanga; or

24.2 in accordance with clauses 2.2, 10.1,
12.3.1, 13.1 or 13.3.

25 NO ASSIGNMENT

Subject to clause 2.2.1, neither party may transfer or
assign any rights or obligations in this Deed.

26 AMENDMENT

No amendment to this Deed will be effective unless it is in
writing and signed on behalf of both parties.

EXECUTED as a deed on the date first written
above

[Execution clauses to follow]

APPENDIX
NOMINATION DEED
(Clause
19)

Date:

PARTIES

(1) [Name of nominee] (the Nominee)

(2) [CROWN SHAREHOLDER] (the Crown
Shareholder)

(3) TE RUNANGA O NGAI TAHU (Te
Runanga)

BACKGROUND

A The Crown Shareholder and Te Runanga are parties to a Deed of
Grant of Right of First Refusal dated [ ].

B Te Runanga has nominated the Nominee to take a transfer of
the Specified Shares as permitted under the RFR Deed.

C As required by clause 19 of the RFR Deed, the Nominee
covenants with the Crown Shareholder as set out in this Deed.

NOW THE NOMINEE AGREES with the Crown Shareholder and Te
Runanga as follows:

1 INTERPRETATION

1.1 In this Deed, unless the context requires
otherwise:

RFR Deed means the deed referred to in Recital
A;

the Specified Shares means [details to be
inserted].

1.2 Terms defined in the RFR Deed have the same meanings in
this Deed, unless the context requires otherwise.

1.3 The rules of interpretation set out in clause 1.3 of the
RFR Deed apply in the interpretation of this Deed, unless the context requires
otherwise.

2 NOMINEE's COVENANT

The Nominee covenants with each of Te Runanga and the Crown
Shareholder that it will observe and perform the obligations of Te Runanga under
the RFR Deed and any agreement between the Crown Shareholder and Te Runanga in
respect of the Specified Shares and will be bound by the terms of the RFR Deed
and such agreement, as if it had executed them.

3 NOTICES

Any notice to the Nominee may be given in the same manner as is
specified in the RFR Deed. The Nominee's address for notices is: [Details to
be inserted]

4 WARRANTY

The Nominee and Te Runanga warrant to the Crown Shareholder
that the Nominee is [directly/indirectly] wholly-owned by [Te Runanga/the Ngai
Tahu Charitable Trust].

EXECUTED as a deed on the date first written
above.

[Execution provisions]