<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>dex995.txt
<DESCRIPTION>SHAREHOLDERS AGREEMENT  DATED MAY 10 1996
<TEXT>
<PAGE>


                                                                    Exhibit 99.5

                             SHAREHOLDERS' AGREEMENT

THIS DEED is made May 10,                       1996

BETWEEN:

 (1)     ALCOA INTERNATIONAL HOLDINGS COMPANY, a company incorporated in the
         State of Delaware, United States of America and having its principal
         place of business at 5 Burlington Square, Burlington, Vermont, United
         States of America ("AIHC"); and

 (2)     WMC LIMITED ACN 004 820 419, a company incorporated in the State of
         Victoria, Australia and having its principal place of business at 60
         City Road, Southbank, Victoria, Australia (formerly called Western
         Mining Corporation Holdings Limited) ("WMC").

RECITALS:

 A.      AIHC and WMC (both of which are hereinafter collectively called the
         "Principal Shareholders" and each of which is hereinafter individually
         called a "Shareholder") are the principal shareholders in the Company
         (as hereinafter defined) each beneficially owning ordinary voting
         shares in the Company as follows:

                   Shareholder         Shares                 Percentage
                   AIHC                 249,240,000               60.0%
                   WMC                  163,044,500              39.25%

 B.      The balance of the issued capital in the Company, namely 3,115,500
         ordinary shares representing point seven five per centum (0.75%) of the
         issued capital, is held by QBE Securities Pty Limited (0.50%) and QBE
         Nominees Pty Limited (0.25%).

 C.      Pursuant to the terms of a Master Agreement made 16 December 1987
         between Aluminum Company of America ("ACOA") (a company incorporated in
         the Commonwealth of Pennsylvania, United Sates of America and the
         ultimate holding company of AIHC) and WMC (the "1987 Master
         Agreement"), AIHC and WMC entered into a Deed in December 1987 (the
         "Existing Shareholders' Agreement") which constituted a shareholders'
         agreement between them governing certain matters of mutual interest.

 D.      Since the date of the Existing Shareholders' Agreement:

         (i)      WMC has acquired certain shares in the Company from
                  institutional investors;

         (ii)     ACOA and WMC have agreed to combine their interests in bauxite
                  mining, alumina refining and the ACOA inorganic industrial
                  chemicals operations as well as certain integrated aluminum
                  fabricating and smelting operations to form a world-wide
                  enterprise and have signed (inter alia) a document described
                  as the Charter of the Strategic Council (the "Charter") which
                  sets forth certain principles and policies for the management
                  of the entities and operations comprising the world-wide
                  enterprise and concerning the rights and obligations of ACOA
                  and WMC with regard to their respective interests in those
                  entities and operations; and

<PAGE>

         (iii)    in connection with the formation of the worldwide enterprise,
                  WMC has transferred to AIHC 37,386,000 ordinary shares in the
                  Company, representing nine percent (9%) of the issued capital
                  in the Company.

 E.      Pursuant to the terms of the 1987 Master Agreement, ACOA, Alcoa
         Securities Corporation ("ASC") (a company incorporated in the State of
         Delaware, United States of America) and WMC entered into a further Deed
         in December 1987 (the "AIHC Right of First Refusal Deed") which
         provided among other matters of mutual interest that ACOA and ASC will
         not dispose of their shares in AIHC without first offering them to WMC
         in accordance with the terms of that Deed.

 F.      The Principal Shareholders now wish to enter into a new shareholders'
         agreement to govern certain matters of mutual interest on the terms and
         conditions following and to terminate the Existing Shareholders'
         Agreement.

 G.      Pursuant to clause 4 thereof the AIHC Right of First Refusal Deed will
         cease to have force and effect upon termination of the Existing
         Shareholders' Agreement.


THE PARTIES HEREBY AGREE AND DECLARE as follows:

 1.      DEFINITIONS

 1.1     In this Deed:

         "Affiliate" means, in relation to a Shareholder, any entity, directly
         or indirectly, controlling, controlled by, or under common control with
         that Shareholder. Without limiting the generality of the foregoing, an
         entity shall be deemed to be in control of or to be controlled by
         another entity if such entity holds fifty percent (50%) or more of the
         outstanding voting equity interest in such other entity or such other
         entity holds fifty percent (50%) or more of its outstanding voting
         equity interest;

         "Charter" means the charter of the Strategic council of the Enterprise
         dated December 21, 1994 between ACOA and WMC, described further in
         Recital D (ii);

         the "Company" means Alcoa of Australia Limited ACN 004 879 298, a
         company incorporated in the State of Victoria, Australia, and having
         its principal place of business at 530 Collins Street, Melbourne,
         Victoria, Australia;

         "Competitor" shall mean any person or entity engaged in the mining of
         bauxite or in the processing of alumina, inorganic chemicals or
         production of primary aluminium, whether directly or indirectly through
         any company in which it holds, whether legally or beneficially, ten
         percent (10%) or more of the issued capital or such number of shares in
         the issued capital or any class of shares in the issued capital which
         entitles it to ten percent (10%) or more of the voting power of the
         share in that company;

         "Enterprise" means the contractual arrangement by which WMC and ACOA
         shall cause the Enterprise Companies to take actions in a coordinated
         manner, through which WMC and ACOA will combine their respective
         current interests in bauxite mining, alumina refining and the ACOA
         inorganic chemicals operations as well as ACOA's shipping operations
         and certain integrated aluminium fabricating and smelting operations;

         "Enterprise Companies" means those Affiliates of ACOA or WMC that own
         and operate the combination of ACOA's and WMC's respective current
         interests in bauxite mining, alumina refining and the ACOA inorganic
         chemicals operations as well as ACOA's shipping operations and certain
         integrated aluminium fabricating and smelting operations;

                                       2

<PAGE>

         "Interest" means in relation to a shareholder of the Company the total
         number of issued ordinary shares in the Company which are beneficially
         owned by that shareholder;

         "Percentage Interest" means, with respect to any shareholder and with
         respect to any point in time, the proportion, expressed as a
         percentage, which that shareholder's Interest bears to the total number
         of issued ordinary shares in the Company, determined without reference
         to any other class or classes of shares;

         "Scope of Company" means the scope of the Company as referred to in
         clause 2; and

         "Strategic Council" means the council formed by ACOA and WMC to
         coordinate the activities of the Enterprise.

1.2      In this Deed, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to an individual or person includes a corporation,
                  partnership, joint venture, association, authority, trust,
                  state or government and vice versa;

         (c)      a reference to any gender includes all genders;

         (d)      a reference to a recital, clause or schedule, is to a recital,
                  clause or schedule of or to this Deed;

         (e)      a recital or schedule forms part of this Deed;

         (f)      a reference to any agreement or document is to that agreement
                  or document (and, where applicable, any of its provisions) as
                  amended, notated, supplemented or replaced from time to time;

         (g)      a reference to any part to this Deed or any other document or
                  arrangement includes that party's administrators, substitutes,
                  successors and permitted assigns;

         (h)      where an expression defined, another part of speech or
                  grammatical form of that expression has a corresponding
                  meaning; and

         (i)      words and phrases defined in the recitals or elsewhere in this
                  Deed have the meaning there ascribed to them.

2.       SCOPE OF THE COMPANY

         The Scope of the Company shall be limited to the Scope of the
         Enterprise as set forth in Section 5 of the Charter.

3.       NOMINATION OF DIRECTORS

         The board of directors of the Company shall consist of six directors, A
         director may be any natural person who may, but need not, be an
         employee of any of the Principal Shareholders or the Company. The
         Principal Shareholders agree that four directors shall be individuals
         nominated by AIHC, and two directors shall be individuals nominated by
         WMC. Each Shareholder agrees to vote its Interest to elect as directors
         the individuals nominated by the other Shareholder. In the case of the
         death, resignation or removal of a director each Shareholder further
         agrees to vote its Interest to appoint as his or her replacement an
         individual nominated by the Shareholder which had nominated the
         director whose death, resignation or removal is the cause of the
         vacancy.

4.       DECISIONS REQUIRING APPROVAL OF BOTH THE PRINCIPAL SHAREHOLDERS

                                       3

<PAGE>

4.1      The Principal Shareholders agree that a resolution relating to any of
         the matters described in clause 4.3 shall be adopted, only if both
         Principal Shareholders are in favour of the resolution. If one of the
         Principal Shareholders informs the other Principal Shareholder in
         writing that it intends to vote against a resolution, the other
         Principal Shareholder shall vote against the resolution or shall
         obstain from voting.

4.2      The Principal Shareholders shall use their best endeavours to procure
         that a resolution of the directors of the Company relating to any of
         the matters described in clause 4.3 shall be adopted, whether at a
         meeting of directors of otherwise, only if both Principal Shareholders
         are in favour of the resolution. If one of the Principal Shareholders
         informs the other Principal Shareholder writing that it is opposed to
         the resolution, the other Principal Shareholder shall use its best
         endeavours to procure that the directors appointed by that Shareholder
         vote against the resolution.

4.3      Clauses 4.1 and 4.2 apply to any resolution concerning:

         (a)      change of the Scope of the Company;

         (b)      change in the dividend policy of the Company;

         (c)      equity requests to the Principal Shareholders on behalf of the
                  Company totaling in any one year more than US$ 1 billion;

         (d)      sale of all or a majority of the assets of the Company (such
                  assets to be valued for this purpose at the Company book
                  value); or

         (e)      loans (whether directly or indirectly) to ACOA or WMC or their
                  Affiliates by the Company or any of its Affiliates.

4.4      Subject to clauses 4.1 to 4.3 inclusive and the requirements of
         Australian law, questions arising at any meeting of the directors or of
         the members of the Company shall be decided by a majority of votes
         cast, in accordance with the articles of association of the Company.

4.5      The Principal Shareholders hereby authorise the board of directors of
         the Company to manage, on a daily basis, the business and affairs of
         the Company on behalf of the Principal Shareholders in a manner
         consistent with this Agreement, the applicable law, the Articles of
         Association of the Company and the direction of the Strategic Council.

5.       LEVERAGING POLICY

         The Principal Shareholders agree that the Company will maintain a limit
         of debt (net of cash) in the aggregate equalling 30% of the total
         capital of the Company Plus any minority interest plus shareholder
         equity.

6.       DIVIDEND POLICY

         Subject to the requirements of Australian law, the Principal
         Shareholders shall join together to cause the Company to distribute by
         way of dividends at least 30% of the net income of the Company as
         calculated in accordance with United States generally accepted
         accounting principles and as certified by the auditor of the Company of
         the prior year in each financial year unless the Strategic Council
         agrees by a vote of 80% of the appointed members that the Company
         should pay a smaller dividend and so directs the Principal
         Shareholders. The Principal Shareholders will endeavour to cause the
         Company to distribute dividends above 30% of the net income of the
         Company consistent with prudent financial management and in the
         context of the strategic and business objectives of the Enterprise.
         Subject to the requirements of Australian law, distributions by the
         Company are subject to the dividend policy set forth in Section 10 of
         the Charter of the Strategic Council.

                                       4

<PAGE>

7.       RESTRICTIONS ON TRANSFER

7.1      General Restrictions of Transfer

         (a)      Transfers Other than to Affiliates of Principal Shareholders.

                  Except as otherwise provided in subclause (b) of this clause
                  7.1 (relating to permitted transfers to Affiliates of
                  Principal Shareholders), no Principal Shareholder may sell,
                  transfer or assign (hereinafter in this clause 7 referred to
                  interchangeably as "Transfer") to any individual or entity
                  (each a "Transferee") all or any portion of an Interest unless
                  (I) such Transfer is expressly permitted under this clause 7,
                  and (ii) such Transferee first executes a deed, reasonably
                  satisfactory to the other Principal Shareholder, accepting and
                  agreeing to all of the terms and conditions of this Deed
                  (including specifically, without limitation, of clause 7).

          (b)     Notwithstanding the provisions of subclause (a) of this clause
                  7.1, any Principal Shareholder may, without the consent of the
                  other Principal Shareholder, and without first making any
                  Offer to the other Principal Shareholder as described in
                  clause 7.3 hereof. Transfer all or any portion of such
                  Principal Shareholder's Interest to an Affiliate of such
                  Principal Shareholder, provided, however, that such Affiliate
                  must satisfy all of the requirements of subclause (a) of this
                  clause 7.1 that are applicable to Transfers to a Transferee
                  that is not an Affiliate of a Principal Shareholder.

7.2      Permissible Transfers by AIHC

         (a)      Passive Investor.

                  Notwithstanding the provisions of clause 7.1(a) hereof, if, at
                  any time, AIHC desires to Transfer a portion of its Interest
                  that is a nine percent (9%) or less Percentage Interest in the
                  Company to an investor who will not be entitled to manage or
                  bind the Company nor be represented on the board of a
                  Shareholder or on any Affiliate boards, consent to such
                  Transfer by WMC shall not be required and AIHC shall not be
                  required to make any Offer to the other Principal Shareholder
                  as described in clause 7.3 hereof. Such investor shall only
                  receive business information about the Company that is
                  required by the law governing the Company, plus additional
                  information as is believed reasonable by AIHC as being
                  appropriate for the particular investor and consented to by
                  WMC, which consent may be withheld in its sole discretion.
                  Said investor shall be entitled to share in the distributions
                  of the Company in proportion to its Percentage Interest in the
                  Company. AIHC shall give not less than thirty (30) days prior
                  written notice to WMC of its intent to so transfer such part
                  of its Interest.

         (b)      Active Investor.

                  Notwithstanding the provisions of clause 7.1(a) hereof, if
                  an any time AIHC desires to Transfer a portion of its
                  Interest that is a nine percent (9%) or less Percentage
                  Interest in the Company to an investor (other than as
                  described in clause 7.2(a)), AIHC must first obtain the
                  consent of WMC to such Transfer, which consent shall not be
                  unreasonably withheld, but AIHC shall not be required to
                  make any Offer to the other Principal Shareholder as
                  described in clause 7.3

                                        5

<PAGE>

                  hereof, and WMC shall not have any right pursuant to clause
                  7.3 hereof, and WMC shall not have any right pursuant to
                  clause 7.3 hereof to purchase any part of such portion of the
                  Interest of AIHC. AIHC shall specify a time and a place of
                  closing not less than ten (10) nor more than twenty (20)
                  business days following the date of consent by WMC and AIHC
                  shall deliver to such investor at the closing all requisite
                  and duly executed forms of transfer against payment for the
                  portion of the Interest being Transferred.

         (c)      Aggregate 9% Transfers.

                  Notwithstanding the foregoing provisions of this clause 7.2,
                  the aggregate Percentage Interest that may be Transferred by
                  AIHC under both subclause (a) and subclause (b) of this clause
                  7.2 shall not exceed a nine percent (9%) Percentage Interest
                  in the Company.

7.3      Offers to the Other Principal Shareholder

         Except as otherwise provided in clause 7.1(b) or clause 7.2 hereof, if
         at any time during the term of this Agreement any Principal Shareholder
         desires to Transfer all or any portion of its Interest, such Principal
         Shareholder shall first make an offer in writing delivered to the other
         Principal Shareholder (an "Offer") to sell such Interest or portion
         thereof to the other Principal Shareholder in accordance with the
         provisions of clause 7.4 and 7.5 hereof.

7.4      Options

         For a period of forty-five (45) days from and after the receipt of an
         Offer from a Principal Shareholder (the "Transferring Member"), the
         other Principal Shareholder (a "Purchasing Member"), shall have the
         option (an `Option") either to: (a) purchase (either directly or by an
         Affiliate of the Purchasing Member) the Transferring Member's Interest
         available for sale upon the same terms and conditions as specified in
         the Offer: or (b) decline to purchase the Transferring Member's
         Interest so available. During the foregoing forty-five (45) day period,
         the Transferring Member shall furnish to the other Principal
         Shareholder such further evidence as it may reasonably require to
         enable it to establish the bona fides of the Offer.

7.5      Election of Options

         (a)      Purchase by Other Principal Shareholder

                  If a Purchasing Member elects to purchase the Transferring
                  Member's Interest available for sale pursuant to clause 7.2
                  hereof: (a) such Purchasing Member shall specify a time and a
                  place of closing not less than ten (10) nor more than sixty
                  (60) business days following the mailing of the notice of
                  exercise of the Option to purchase or at such later time as
                  agreed to by the Transferring Member and such Purchasing
                  Member: and (b) the Transferring Member shall deliver to the
                  Purchasing Member, or to its designee (which must be an
                  Affiliate of the Purchasing Member), at the closing all
                  requisite and duly executed forms or

                                       6

<PAGE>

                  transfer against payment for the Transferring Member's
                  Interest being sold upon the same terms as set forth in the
                  Offer.

         (b)      Election Not to Purchase.

                  If the Purchasing Member does not exercise its Option to
                  purchase all of the Transferring Member's Interest that is the
                  subject of the Offer pursuant to subclause (a) of this clause
                  7.5 or fails to elect any Option granted in clause 7.4 above
                  within the said forty-five (45) days period, then the
                  Transferring Member may sell its Interest that is the subject
                  of the Offer to a third party upon the same or more stringent
                  terms and conditions as specified in the Offer, provided that
                  the prospective purchaser is not a Competitor: provided,
                  however, that the prospective purchaser, concurrently with
                  such sale, agrees in a written undertaking, in form and
                  substance reasonably acceptable to the Purchasing Member, to
                  be bound by the terms of this Deed and the Charter and to be a
                  party to this Deed in place of the Transferring Member. The
                  closing of the sale to a third party must take place within
                  sixty (60) days of the expiration of the aforementioned
                  forty-five (45) day period. If the prospective purchaser is a
                  competitor, the Transferring Member shall only be entitled to
                  sell its Interest to the Competitor if the Purchasing Member
                  consents to the sale of the Transferring Member's Interest
                  upon the terms and conditions specified in the Offer, which
                  consent the Purchasing Member may withhold in its sole
                  discretion. If a Purchasing member withholds consent to the
                  sale of the Transferring Member's Interest to a Competitor,
                  then the Transferring Member shall not sell its Interest to
                  such Competitor, and the Purchasing Member shall not be liable
                  to the Transferring Member for any liability incurred by the
                  Transferring Member in connection with the Offer.

                  If the Transferring Member does not sell its Interest as
                  provided in this clause 7.5, the Transferring Member's
                  Interest shall not be free from the restrictions contained in
                  this clause 7, and such Transferring Member's Interest shall
                  not thereafter be sold unless the provisions of this clause 7
                  shall again be complied with.

7.6      Recognition by Company of Transfers.

         No Transfer, or any part thereof, that is in breach of this clause 7
         shall be valid or effective, and the Principal Shareholders shall not,
         and shall use their best endeavours to procure that the board of
         directors of the Company shall not, recognise the same for the purpose
         of making any distributions to members with respect to such Interest of
         part thereof. The Company, the non-transferring Shareholders and the
         board of directors of the Company shall incur no liability as a result
         of refusing to make any such distributions to the Transferee of any
         such invalid transfer.

8.       DISPUTE RESOLUTION

8.1      Board

         All disputes, differences, controversies or claims between either of
         the Principal Shareholders related to the Company shall be initially
         discussed by the board of directors of the Company (the "Board"). A
         Principal Shareholder may refer a matter to the Board with a view to
         resolution by delivering written notice describing the matter to all
         members of the Board. Unless the notice identifies the matter to be
         one of such urgency that a special meeting of the Board is required.
         The matter shall be taken up at the next regularly scheduled meeting
         of the Board following receipt of notice of the dispute. The Board
         shall attempt to resolve the dispute through amicable conciliation,
         and may consult outside experts for assistance in attempting to
         resolve the dispute.

                                       7

<PAGE>



8.2      Strategic Council

         If the Board is unable to resolve the dispute by unanimous consent
         within sixty (60) days, either Principal Shareholder may refer the
         matter for further resolution to the Strategic Council by delivering
         written notice describing the matter to all members of the Strategic
         Council. Unless the notice identifies the matter to be one of such
         urgency that a special meeting of the Strategic Council is required,
         the matter shall be taken up at the next regularly scheduled meeting of
         the Strategic Council following receipt of notice of the dispute. The
         Strategic Council shall attempt to resolve the dispute through amicable
         conciliation, and may consult outside experts for assistance in
         attempting to resolve the dispute.

8.3      Final Resolution

         If the Strategic Council is unable to resolve the dispute by unanimous
         consent within sixty (60) days, either Principal Shareholder may refer
         the matter for further resolution pursuant to the procedures set forth
         in Section 11 of the Charter.

9.       AMENDMENT OF ARTICLES OF ASSOCIATION

         The Principal Shareholders hereby agree to cause a general meeting of
         members of the Company to be held as soon as practicable for the
         purpose of adopting, in substitution for the existing Articles of
         Association of the Company, the Articles of Association set out in the
         Annexure to this Deed, and to vote at that meeting in favour of
         adopting those new Articles of Association.

10.      TERMINATION OF EXISTING SHAREHOLDERS' AGREEMENT

         From the date of this deed the Existing Shareholders' Agreement shall
         no longer have any force or effect and shall be terminated and the
         respective rights, duties and obligations of AIHC and WMC thereunder
         shall from such date cease to exist.

11.      TERMINATION OF AIHC RIGHT OF FIRST REFUSAL DEED

         The parties acknowledge that pursuant to clause 4 thereof, the AIHC
         right of First Refusal Deed will cease to have force and effect upon
         termination of the Existing Shareholders' Agreement from the date of
         this Deed.

12.      MISCELLANEOUS

12.1     The benefit of any rights conferred by this Deed on any Shareholder
         shall not be assignable at law or in equity without the prior written
         agreement of all parties to this Deed. Such agreement shall not be
         unreasonably withheld in the case of an assignment by a Shareholder to
         an Affiliate, PROVIDED THAT the Affiliate enters into a deed comparable
         hereto by which it undertakes to observe and perform all the
         obligations of that Shareholder which are contained in this Deed.

12.2     This Deed shall be construed in accordance with, and be governed by,
         the laws of the State of Victoria.

12.3     If any one or more of the provisions of this Deed should at any time be
         invalid, illegal or unenforceable in any respect, the invalidity,
         illegality or unenforceability shall not affect the

                                       8

<PAGE>

         operation, construction or interpretation of any other provision of
         this Deed, to the intent that the invalid, illegal or unenforceable
         provisions shall be treated for all purposes as severed from this
         Deed.

12.4     No modification, variation, wavier or amendment of this Deed shall be
         of any force or effect unless such modification, variation or amendment
         is in writing and has been signed by all of the parties of this Deed.

12.5    Any notice or other communication which is required under this Deed
        shall be given either:

         (a)      by airmail, with postage fully pre-paid;

         (b)      by delivery by hand; or

         (c)      by facsimile transmission;

         properly addressed to the party at the address set forth below or to
         such changed addresses as may be designated by such party by notice to
         the other party;

         if to AIHC:

         Vice President
         Alcoa International Holdings Company
         5 Burlington Square
         PO Box 1491 Burlington VT 05402-1491
         U.S.A.

         Facsimile No:         (802) 658 2851

         if to WMC:
         The Managing Director
         WMC Limited
         60 City Road
         Southbank, 3006
         Victoria, Australia
         Facsimile No. (03) 9686 3569

         Any such notice given by airmail shall be deemed to have been given:

         (a)      on the tenth (10th) day after having been mailed in the manner
                  provided above;

         (b)      when delivered, if delivered by hand; and

         (c)      if given by facsimile transmission, on the day on which it is
                  sent.

         Either party may change its address by giving the other party written
         notice of such change in the manner provided above.

EXECUTED as a Deed.



                                       9

<PAGE>

ALCOA INTERNATIONAL HOLDINGS COMPANY

By:
   -----------------------------------
         John E. Wilson Jr.
         Vice President

and its corporate seal was hereto affixed in the presence of:


--------------------------------------



THE COMMON SEAL OF WMC                                      )
LIMITED was affixed in the presence                         )
of, and sealing is attested by:                             )



--------------------------------------      ---------------------------------
Secretary                                                     Director
Name (printed):                                               Name (printed):





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