Ngai Tahu Settlement

ATTACHMENT 10.4
DEED OF COVENANT RELATING TO HILLOCKS KAME FIELD
(Clause 10.5.1(c))

Date:

BETWEEN

(1) TE RUNANGA O NGAI TAHU (the
Landholder)

(2) THE MINISTER OF CONSERVATION (the
Minister)

BACKGROUND

A The Landholder and the Crown are parties to a Deed of
Settlement dated [ ] 1997.

B Pursuant to that Deed, the Crown agreed to transfer to the
Landholder certain land including the Hillocks Kame Field, such transfer to be
subject to the Landholder entering into a deed of covenant with the Minister
providing for certain measures to protect the Kames while enabling the
Landholder to utilise the Hillocks Kame Field for farming purposes.

C Under section [ ] of the Ngai Tahu Claims Settlement Act
1997, this covenant is deemed to have been entered into by the Minister pursuant
to section 77 of the Reserves Act 1977, and therefore binds future owners of the
Hillocks Kame Field.

NOW THEREFORE the parties agree as
follows:

1 DEFINITIONS AND INTERPRETATION

1.1 In this deed, unless the context otherwise
requires:

Crown means Her Majesty the Queen
in Right of New Zealand;

Kames means the kames or hillocks
situated on the Hillocks Kame Field;

Hillocks Kame Field means [legal
description of Hillocks Kame Field to be inserted].

1.2 In the interpretation of this Deed, unless the context
otherwise requires:

1.2.1 headings appear as a matter of convenience and are not to
affect the interpretation of this Deed;

1.2.2 the singular includes the plural and vice versa, and
words importing one gender include the other genders;

1.2.3 a reference to an enactment or any regulations is a
reference to that enactment or those regulations as amended, or to any enactment
or regulations substituted for that enactment or those regulations but this
provision shall be read subject to clause 1.3;

1.2.4 a reference to a party to this Deed or any other document
or agreement includes that party's successors, heirs, executors and
assigns;

1.2.5 a reference to the Minister includes any officer or duly
authorised agent of the Minister; and

1.2.6 a reference to the Landholder includes any receiver,
liquidator, statutory manager or assignee in bankruptcy of the Landholder or any
lessee or mortgagee in possession of the Hillocks Kame Field or any part of it.
Where there is more than one owner of the Hillocks Kame Field, this Deed binds
them both jointly and severally.

1.3 The parties agree that the rule of interpretation referred
to in clause 1.2.3 is intended only to facilitate interpretation of this
Deed in circumstances where legislative changes make statutory references in
this Deed obsolete. It is not intended to indicate, and should not be
interpreted as indicating, any consent by the Landholder to, or acquiescence by
the Landholder in, the introduction to Parliament by the Crown of any proposed
statutory amendment which would adversely affect the redress provided by the
Crown pursuant to the Deed of Settlement referred to in Recital A or the
ability of either party to fulfil its obligations expressed in this Deed or in
that Deed of Settlement.

2 PROTECTION OF KAMES

The Landholder will at all times conduct its operations on the
Hillocks Kame Field in a manner which will not cause any material damage to the
Kames and, in particular, will not:

2.1 undertake any earthworks on any of the Kames;

2.2 plant any trees or other plants (except grass or other farm
grazing pasture) on any of the Kames;

2.3 erect or allow the erection of any structure on any of the
Kames; or

2.4 undertake any stock management practice that is likely to
lead to material damage to the Kames by stock.

3 REGISTRATION OF COVENANT

The Minister will cause a notification of this covenant to be
recorded against the title to the Hillocks Kame Field in the manner provided for
in section 77 of the Reserves Act 1977, as soon as reasonably practicable after
the execution of this Deed. The intention of recording the covenant against the
title in this way is to bind future owners and to allow for the application of
sections 93-105 of the Reserves Act 1977.

4 ACCESS FOR MINISTER

The Landholder grants to the Minister a right of access onto
and through the Hillocks Kame Field for the purpose of examining and recording
the condition of the Hillocks. In exercising this right of access, the Minister
shall obtain the prior consent of the Landholder and take all reasonable steps
to minimise disruption to the Landholder's operations on the Hillocks Kame
Field. The Landholder will not unreasonably withhold or delay
consent.

5 NOTICES

Any notice required to be given to either party under this Deed
will be sufficiently given if in writing and served in the manner provided in
Section 152 of the Property Law Act 1952. In the case of the Landholder, the
notice will be sufficiently given by post or delivered to the residential or
business address of the Landholder. In the case of the Minister, the notice will
be sufficiently given if sent by post or delivered to the office for the time
being of the Regional Conservator, Department of Conservation, Otago. Any
consent under clause 4 may be obtained from the manager of the
Landholder's pastoral farming operation on the Hillocks Kame Field.

6 TERM

This Deed shall apply in perpetuity.

7 DISPUTE RESOLUTION

Any dispute which arises between the Landholder and the
Minister in any way relating to this Deed may be resolved by referring the
dispute to an agreed third party for decision or by arbitration under the
provisions of the Arbitration Act 1996.

EXECUTED as a deed on the date
first written above.

[Execution provisions to follow]