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<SEC-DOCUMENT>0000950130-01-505667.txt : 20020412
<SEC-HEADER>0000950130-01-505667.hdr.sgml : 20020412
ACCESSION NUMBER:		0000950130-01-505667
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20011128
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20011128

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALCOA INC
		CENTRAL INDEX KEY:			0000004281
		STANDARD INDUSTRIAL CLASSIFICATION:	PRIMARY PRODUCTION OF ALUMINUM [3334]
		IRS NUMBER:				250317820
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03610
		FILM NUMBER:		1801329

	BUSINESS ADDRESS:	
		STREET 1:		201 ISABELLA ST
		STREET 2:		ALCOA CORPORATE CTR
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15212-5858
		BUSINESS PHONE:		4125532576

	MAIL ADDRESS:	
		STREET 1:		801 ISABELLA ST
		STREET 2:		ALCOA CORPORATE CTR
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15212-5858

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALUMINUM CO OF AMERICA
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 28, 2001


                                   ALCOA INC.
                                  -----------

             (Exact name of Registrant as specified in its charter)




        Pennsylvania                  1-3610                  25-0317820
        ------------                  ------                  ----------
(State or Other Jurisdiction        (Commission            (I.R.S. Employer
     of Incorporation)              File Number)         Identification Number)




201 Isabella Street, Pittsburgh, Pennsylvania                15212-5858
- ---------------------------------------------                ----------
  (Address of Principal Executive Offices)                   (Zip Code)



                 Office of Investor Relations      212-836-2674
                 Office of the Secretary           412-553-4707
                 ----------------------------------------------
              (Registrant's telephone number, including area code)

<PAGE>


Item 5.    OTHER EVENTS.

     On November 28, 2001, Alcoa Inc. (Alcoa) sent a letter to Hugh Morgan,
Managing Director and Chief Executive Officer of WMC Limited (WMC). A copy of
the letter is filed herewith as Exhibit 99.1 and is hereby incorporated herein
by reference.

     Also filed herewith as Exhibits 99.2 - 99.6 and incorporated herein by
reference are the following documents relating to the existing alliance between
Alcoa and WMC known as Alcoa World Alumina and Chemicals (AWAC):

     .    Alcoa's Summary of the Key Terms of the AWAC Agreements;

     .    the following AWAC agreements:

          1.   Charter of the Strategic Council

               .    Purpose of the AWAC Alliance, including coordination of
                    Legal Entities through Alcoa's Industrial Leadership and
                    Representation on certain Boards
               .    Strategic Council - Formation, Composition, Meetings and
                    Decision-Making o Scope of the AWAC Alliance and New
                    Businesses o Information o Equity Calls o Leveraging and
                    Dividend Policies o Dispute Resolution

          2.   Amended and Restated Limited Liability Company Agreement of Alcoa
               Alumina & Chemicals, L.L.C. dated as of December 31, 1994

               .    Scope and Capitalization
               .    The Members - Meetings and Decisions
               .    The Board of Representatives - Composition, Meetings and
                    Decisions
               .    Officers and other Personnel
               .    Transfer Restrictions o Leveraging, Distributions and
                    Allocations of Profits and Losses o Term and Dissolution o
                    Dispute Resolution

          3.   Shareholders Agreement dated May 10, 1996 between Alcoa
               International Holdings Company and WMC Limited;

               .    Definitions
               .    Nomination of Directors
               .    Joint Shareholder Decisions
               .    Leveraging and Dividend Policy
               .    Transfer Restrictions
               .    Dispute Resolution


          4.   Side letter of May 16, 1995 clarifying transfer restrictions



                                       2

<PAGE>

Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          (c) Exhibits

          99.1  Letter dated November 28, 2001 from Alcoa Inc. to Hugh Morgan,
                Managing Director and Chief Executive Officer of WMC Limited

          99.2  Alcoa's Summary of the Key Terms of the AWAC Agreements

          99.3  Charter of the Strategic Council

          99.4  Amended and Restated Limited Liability Company Agreement of
                Alcoa Alumina & Chemicals, L.L.C. dated as of December 31, 1994

          99.5  Shareholders Agreement dated May 10, 1996 between Alcoa
                International Holdings Company and WMC Limited

          99.6  Side Letter of May 16, 1995 clarifying transfer restrictions



                                       3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      ALCOA INC.

                                      By:  /s/ Lawrence R. Purtell
                                           -------------------------------------
                                           Lawrence R. Purtell
                                           Executive Vice President and
                                           General Counsel

Dated:  November 28, 2001




                                       4

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.                        Description
- -----------                        -----------

  99.1         Letter dated November 28, 2001 from Alcoa Inc. to Hugh Morgan,
               Managing Director and Chief Executive Officer of WMC Limited

  99.2         Alcoa's Summary of the Key Terms of the AWAC Agreements

  99.3         Charter of the Strategic Council

  99.4         Amended and Restated Limited Liability Company Agreement of Alcoa
               Alumina & Chemicals, L.L.C. dated as of December 31, 1994

  99.5         Shareholders Agreement dated May 10, 1996 between Alcoa
               International Holdings Company and WMC Limited

  99.6         Side Letter of May 16, 1995 clarifying transfer restrictions







                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>LETTER DATED NOVEMBER 28 2001
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

November 28, 2001

Mr. Hugh M. Morgan AO
Chief Executive Officer
WMC Limited
Level 16, IBM Centre
60 City Road
Southbank, Victoria 3006
Australia

Dear Hugh:

In the wake of your November 21 announcement and accompanying media coverage, we
believe it is necessary to make some clarifying comments.

Alcoa and WMC have enjoyed a 40-year partnership. We have every intention of
dealing with the current situation consistently with that history of goodwill
and mutual benefit. If WMC's current demerger proposal achieves the superior
market value for WMC shareholders you foresee, we would commend you. It is
certainly our view that the marketplace is the ultimate arbiter of value. Let us
remind you, however, that Alcoa has been telling you since May of its
willingness to provide cash and Alcoa shares (as you requested) to WMC
shareholders in a price range of A$ 10 per share, and that this opportunity to
maximize value for your shareholders in the short-term has been steadfastly
resisted. Accordingly, Alcoa will turn its attention to other growth initiatives
elsewhere in the world.

Your Chairman's letter of November 21 deals at some length with Alcoa's
acquisition proposal, Alcoa's motivation for making the proposal, Alcoa's
intentions in a number of different scenarios and the terms of Alcoa's AWAC
venture with WMC. Our own statement on those subjects is necessary, especially
in light of the unfortunate characterization of our proposal as "opportunistic."
Let me begin with a brief recitation of recent history.

In early 2001, WMC commissioned Grant Samuel to prepare an independent valuation
of WMC. WMC explained this was necessitated by your membership on the boards of
both Alcoa and WMC. As requested, we provided all AWAC information required by
Grant Samuel in the early spring.

<PAGE>
                                                                               2

In April of this year, you and Don Morley broached the subject of giving Alcoa
confidential WMC information with which it could assess its willingness to make
an offer for all of WMC. In May WMC created a data room for Alcoa and invited us
to develop an informed viewpoint on the range of values for WMC in a change of
control transaction. Alcoa dedicated substantial human resources and two weeks
to this project. You and Ian Burgess visited us in New York on May 25 to discuss
the results of our valuation review. We expressed the opinion that WMC was then
rather "fully priced" in the market. WMC was then trading in the range of A$
9.50 - A$ 9.65, up from A$8.03 at the end of March.

During the discussions surrounding Alcoa's WMC valuation study we told you we
were prepared to discuss acquiring WMC's minority interest in AWAC and explained
that Alcoa's valuation of all of WMC was necessarily influenced by its inability
to justify paying a control premium for assets it already controlled. You said
in April that WMC was unwilling to discuss such a transaction, and you informed
us in writing in June that WMC believed a disposition of its AWAC investment was
not in WMC's best interest.

On August 1, I was invited to come and address your Board personally concerning
the possibility of a business combination between our two companies. In
mid-August we agreed I would attend your Board's September 19 meeting. Just
prior to September 11, we reaffirmed to you that our price thinking had not
really changed since our May meeting. The tragedy of September 11 intervened,
and we agreed to defer our meeting. Shortly thereafter, I was advised October
9-10 would be a convenient time for WMC's Board to receive a presentation. On
October 9 two colleagues and I met with your Board in Melbourne and made a
presentation which included an acquisition proposal. We also gave you a letter
summarizing that proposal.

Our letter contained several points of importance. First it stated our
willingness to acquire all outstanding shares of WMC for cash at a price of A$
9.75 per share, which was a 28% premium over the level at which WMC shares had
closed the day before and a 19% premium over their trailing 12-month average
closing price. Our price proposal was entirely consistent with our position as
stated in May, prior to scheduling my meeting with you, and as reaffirmed in
September, prior to its rescheduling. Second, in reply to WMC's request, our
letter confirmed we would refine our proposal to include Alcoa shares as part of
the consideration

Shortly after our presentation, we accepted your request to reconvene and to
negotiate the economics of our price proposal. As a result we increased our
proposal to A$ 10.00 plus WMC's year-end dividend -- whether the transaction
closed before its payment or not. WMC advised Alcoa by letter the next day the
Board was not prepared to

<PAGE>

                                                                               3

recommend our offer and WMC was proceeding "to actively review the alternatives
available to us to maximise value for our shareholders." The letter also said
you "would, of course, be pleased to consider any further proposal" Alcoa wished
to make.

Upon our return to the US, you called me to continue discussing price. In the
course of several conversations on the evening of October 11 (NY time) Alcoa
responded with an oral proposal of A$ 10.20 (assuming no year-end dividend were
paid to the WMC shareholders), subsequently confirmed in writing. You advised me
that if an offer of A$ 10.20 were made and no higher offer were available and,
further, if the A$ 10.20 offer could be "reconciled" with WMC's independent
expert's report, the Board would recommend the offer. For our part, Alcoa kept
its proposal on the table for more than a month while WMC ran five data rooms
seeking higher offers and while its independent expert completed a report
originally begun early in 2001. It bears emphasis that Alcoa's October 9
acquisition proposal letter had expressly noted "[Alcoa's] willingness to
proceed without any inhibition to [WMC's] ability to test our proposal elsewhere
in the marketplace . . . ."

Against this background and long history, it is simply untrue to call our
proposal "opportunistic." We have made every effort to be forthright, fair and
accommodating and see no basis for contending we have not succeeded. We also
protest your characterization of our proposal because it was based on our own
differing valuation analysis. We further think it unwarranted because your
solicitation process has not produced any proposals superior to Alcoa's, as you
acknowledge.

For the record, I would like to briefly tell you our views on valuation. The
Grant Samuel report concludes that WMC is worth between A$ 11.18 and A$ 12.91.
Without addressing other issues in the report, we believe the report fails to
account for the following material factors.

First, the value of WMC's interest in AWAC (A$ 7,255 to A$ 8,039) reflects
multiples and discount rates that could only be justified if WMC controlled and
managed AWAC, owned 100% unfettered access to its cash flows and could freely
transfer the business in its entirety at anytime to anyone. In fact, WMC only
holds a 40% minority interest which is subject to Alcoa's virtually complete
control, is subject to an absolute prohibition on transfers to a certain class
of buyers and is further subject to Alcoa's right of first refusal in the event
of a proposed transfer to any buyer. On the subject of dividends WMC has a vote
if AWAC proposes to distribute less than 30% of annual net income, but not
otherwise. Moreover, Alcoa's control and management rights will remain
completely unaffected by your proposed demerger. Whatever one thinks about the
value of AWAC as a freestanding enterprise, these very real influences on value
are

<PAGE>

                                                                               4

manifestly not taken into account. JP Morgan apparently neglected to take
appropriate account of these factors as well.

Second, Grant Samuel's valuation of WMC's non-AWAC assets plainly depends upon
individual acquisition values attributed to those assets -- Olympic Dam, Nickel
and Fertilizer. However, those acquisition values do not reflect any taxes that
would be payable by their corporate owner if they were to be sold for the value
assigned.

In the wake of publicity generated by your demerger proposal, there is excessive
speculation and general misunderstanding about Alcoa's role in this process and
Alcoa's position with respect to WMC. We have unfortunately concluded that the
only effective course of action is to release this letter. We believe this
should provide greater clarity for our shareholders, your shareholders and the
investing public. For similar reasons, we have filed the Strategic Council
Charter and other relevant shareholder agreements in a filing on Form 8-K with
the SEC and a comparable filing with the ASX, which, under the circumstances, we
believe are legally prudent and probably legally required.

In the meantime, our Australian operations will continue to be an important part
of our company's focus and we and our employees are confident our future role in
Australia's economy will be as strong as it has been in the past. We also look
forward to working with WMC as we have done successfully over more than four
decades.

With best personal regards,






Alain J. P. Belda

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>dex992.txt
<DESCRIPTION>ALCOAS SUMMARY OF THE KEY TERMS
<TEXT>
<PAGE>

                                                                    Exhibit 99.2

             Alcoa's Summary Of The Key Terms Of The AWAC Agreements

Overview of structure

Alcoa World Alumina & Chemicals (AWAC) is comprised of a series of affiliated
operating entities jointly owned by Alcoa Inc. (Alcoa) as to 60% and WMC Ltd,
generally as to 40%. The one exception to that general structure is Alcoa of
Australia Limited (AofA), where WMC has 39.25% with QBE holding the remaining
0.75%.

Scope

The scope of AWAC includes:

 .    Bauxite and Alumina: the mining of bauxite and other aluminous ores as well
     as the refining and other processing of these ores into alumina and other
     necessary but ancillary operations.

 .    Industrial Chemicals: the production and sale of industrial chemicals,
     comprised initially of the output of the existing Alcoa and AofA facilities
     for industrial alumina based chemicals and other agreed mineral-based
     chemicals or as may be agreed between the parties from time to time.

 .    Integrated Operations: ownership and operation of certain primary aluminum
     smelting, aluminum fabricating and other necessary but ancillary facilities
     that are run as part of an integrated operation at certain of the locations
     included within AWAC.

Role of Parties

Alcoa is the industrial leader of AWAC, including providing the operating
management for all of the operating entities forming AWAC. The operating
management is subject to the direction provided by the Strategic Council of AWAC
to the boards of directors of the legal entities comprising AWAC. The parties
agree to cause any of their representatives on the boards of any AWAC company to
carry out the direction established by and implement the decisions of the
Strategic Council. WMC's intention was that it would only have representation on
boards of entities whose revenue equals or exceeds 25% of the consolidated
revenue of AWAC.

The Strategic Council of AWAC is the principal forum for Alcoa and WMC to
provide direction and counsel to the AWAC companies regarding strategic and
policy matters. The Strategic Council is made up of five members, comprising
three from Alcoa of which one is the Chairman, and two sourced from WMC of which
one is the Deputy Chairman.

The Strategic Council meets as frequently as the Chairman after consultation
with the Deputy Chairman determines but meetings of the Council must be held at
least twice per year. The Deputy Chairman may request that the Chairman call a
meeting but only if the Deputy Chairman declares that a serious situation exists
must the Chairman call such a meeting.

All matters before the Strategic Council are to be decided by a majority vote
save for the following matters which require approval by at least 80% of all
members:

 .    any change to the existing scope of AWAC;
 .    any change in the dividend policy;
 .    equity calls against WMC and Alcoa in aggregate greater than US$1 billion
     in any year;
 .    sale of all or a majority of the assets of AWAC; and
 .    loans to Alcoa or WMC by AWAC.

From time to time WMC may request that one of its employees be seconded to AWAC,
the extent of such secondment shall be as determined by the management of each
AWAC Company, subject to the review and advice of the Strategic Council.

                                        1


<PAGE>

Exclusivity

Except for the domestic Brazilian market, Alcoa and WMC have agreed that AWAC is
the exclusive vehicle for investments, operations or participations in the
bauxite, alumina and industrial chemicals businesses mentioned above. Smelting
and aluminum fabrication are not subject to that exclusivity although there were
certain smelting and aluminum fabricating assets in AWAC, primarily those in
AofA in which WMC already had an interest at the time that AWAC was formed.
Thus, neither party (either directly or through its "affiliates") is to compete
with AWAC in the bauxite, alumina and industrial chemicals business. WMC is also
prohibited from competing with AWAC in aluminum smelting and aluminum
fabricating but it is recognized that Alcoa will maintain independent aluminum
smelting and fabricating operations that will be operated by Alcoa in
coordination with AWAC. The exclusivity and non-compete obligations also apply
to entities that control, are controlled by or are under common control with WMC
or Alcoa.

It was acknowledged that either party may pursue opportunities outside of the
bauxite and alumina and industrial chemicals business which include one of these
as a secondary line of business. If so, the secondary bauxite and alumina or
industrial chemicals business must be offered to AWAC for purchase at its
acquisition cost or, if not separately valued, at an independently determined
value. The decision to accept the offer requires a majority vote of the
Strategic Council. If the Strategic Council elects not to accept the offer,
Alcoa or WMC (as relevant) must divest itself of the component.

The AWAC agreements address the position of an acquirer of WMC or Alcoa as such
an acquirer would become an "affiliate" of WMC or Alcoa (as relevant) and
subject to the non-compete and exclusivity obligations of the agreements. If an
acquirer already operated a bauxite, alumina or industrial chemicals business,
that acquirer must either offer to AWAC for purchase the relevant business or
divested itself of its existing businesses. If an acquirer had existing bauxite,
alumina, industrial chemicals or aluminum smelting businesses, they would need
to be mindful of competition issues.

Equity calls

The cash flow of AWAC and borrowings are the preferred sources of funding for
the needs of AWAC. Should the aggregate annual capital budget of AWAC require an
equity contribution from Alcoa and WMC, the following limits apply:

a)   With respect to amounts up to US$500 million in annual equity requested to
     be contributed in aggregate by Alcoa and WMC to AWAC (including amounts
     requested pursuant to paragraphs (b) and (c) below), each party must
     contribute its proportionate share based on its current ownership in AWAC.
     If either party fails to contribute its share, the other party may
     contribute its own share and any portion not contributed by the
     non-contributing party. If it does so the non-contributing party will be
     diluted proportionately across all the constituent companies of AWAC by
     reference to the market value of AWAC.

b)   With respect to annual equity requests made to Alcoa and WMC in aggregate
     in excess of US$500 million but less than US$1 billion, each party must
     declare within 30 days after the equity request is made if it has the
     ability to fund its share of the request and, if so, each party must
     contribute its proportionate share. Should WMC be unable to contribute the
     full amount of the equity in the year required the parties must work
     together to find alternative interim external funding arrangements, either
     for WMC to support its contribution or for AWAC directly, that are
     reasonably acceptable to WMC. If alternative external financing is not
     acceptable to WMC, Alcoa may fund the WMC proportional share and this
     contribution shall be deemed to be an unsecured loan by Alcoa to WMC. WMC
     must repay the amount contributed on its behalf plus interest in a period
     not to exceed one (1) year. If either WMC or Alcoa does not contribute all
     or part of its proportionate share pursuant to such alternative financing
     arrangements or if the Alcoa loan is not repaid, the contribution and
     dilution provisions set out in (a) above apply.

c)   With respect to annual equity requests made to WMC and Alcoa in aggregate
     in excess of US$1 billion, each party must, subject to approval of the
     equity request by 80% vote of the Strategic Council, contribute its
     proportionate share. However, the parties must work together, if WMC is
     unable to

                                        2

<PAGE>

     contribute the full amount of the equity in the year required, to find
     alternative financing arrangements, either for WMC to support its
     contribution or for AWAC directly, that are reasonably acceptable to WMC.
     If WMC does not contribute the balance of its full proportionate share,
     Alcoa may make, and must be compensated for, all or part of the remaining
     contribution in WMC's place; however, WMC's interest in AWAC will not be
     diluted to the extent of Alcoa's contribution to the capital requirements
     in excess of US$1 billion. Alcoa's compensation, however, may take the form
     of a disproportionate allocation of the return associated with the excess
     contribution.

Dividend policy
AWAC must distribute by way of dividends at least 30% of the net income of the
prior year of each of its constituent entities in each financial year unless the
Strategic Council agrees by a vote of 80% of the appointed members to pay a
smaller dividend at one of the AWAC companies. The parties will endeavor to
distribute dividends above 30% of the net income of AWAC consistent with prudent
financial management and in the context of the strategic and business objectives
of AWAC.

Since the formation of AWAC and consistent with the intention to distribute
dividends above 30% of net income, the parties have agreed in the past that it
was financially prudent and within the strategic and business objectives of AWAC
to distribute in excess of 30% of net income by way of dividend and capital
return.

Leveraging policy
Debt of AWAC is subject to a limit of 30% of total capital (total capital being
defined as the sum of debt (net of cash) plus any minority interest plus
shareholder equity.

Since the formation of AWAC, AWAC has had very minimal debt.

Transfers of interests
Neither party may transfer its interest in AWAC to a third party (other than to
an "affiliate" which is defined as an entity controlling, controlled by or under
common control with the transferring party) without providing the other party a
first right of refusal to purchase those interest on terms no less favorable
than those proposed for the transfer or assignment to the third party. This
restriction also applies to the transfer of any "affiliate" of WMC or Alcoa
holding an interest in AWAC. Any increase or decrease in interest must be
proportionate across all entities in AWAC unless the increase or decrease was
the involuntary consequence of government action, in which case Alcoa and WMC
must consult as to the appropriate course of action.

In addition, without the other party's consent, neither party can transfer its
interests in AWAC to a "competitor". For these purposes, a competitor is any
person engaged in the mining of bauxite, the processing of alumina or inorganic
chemicals or the production of primary aluminum, either directly or indirectly
through any company in which it holds legally or beneficially, either 10% of the
issued capital or 10% of the voting power of the company.

Indemnification for pre-formation liabilities
To the extent that AWAC sustains an "extraordinary liability", in general each
of Alcoa and WMC must indemnify AWAC to the extent of their pre-January 1, 1995
(the date of formation of AWAC) ownership interest. In general, an
"extraordinary liability" is (i) a liability to a third party claim at law or in
equity, (ii) a claim by any government or governmental agency, (iii) an
environmental liability, or (iv) certain industrial diseases, which in any case
relates to an act or omission prior to formation. To be subject to indemnity the
claim (or series of related claims) must exceed a threshold of US$250,000.

A special, detailed regime applies in relation to extraordinary liabilities
relating to environmental and industrial hygiene conditions and identified
litigation, which are not subject to the threshold amount.

Subsequent review
At the eighth anniversary of the formation of AWAC, if either party believes
that a material inequity has occurred since the formation of AWAC, it may
require the parties review that inequity and negotiate a

                                        3


<PAGE>

possible adjustment to the arrangements between them to address its effect. The
provision cannot be invoked by a party unless the material inequity exceeds
US$200 million, or there is a series of material inequities which in aggregate
exceed US$200 million and each is at least US$50 million. The maximum amount of
an adjustment will be US$400 million.

The material inequity must result from a significant, unforeseen and
irreversible circumstance or event that was reasonably unforeseen by the
claiming party on January 1, 1995. The provision is not intended to address
normal fluctuations in production costs or alumina, alumina chemicals or
aluminum prices, nor to reopen risks that were valued between the parties at the
time of formation of AWAC. If the parties cannot agree on an adjustment, no
adjustment will be made.

Demerger
As the details of WMC's demerger are not known, it remains to be determined
whether the dermerger will trigger or otherwise affect any rights under the AWAC
agreements.

                                        4



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>dex993.txt
<DESCRIPTION>CHARTER OF STRATEGIC COUNCIL
<TEXT>
<PAGE>


                                                                  Exhibit 99.3


                                 CHARTER OF THE

                                STRATEGIC COUNCIL

INTRODUCTION.

         Aluminum Company of America ("ACOA") and Western Mining Corporation
Holdings Limited ("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
("Enterprise Companies") to form a worldwide Enterprise. The operations of the
Enterprise shall be conducted by and through the coordinated activity of several
affiliated Enterprise Companies.

         This Charter sets forth certain principles and policies for the
management of the Enterprise Companies and for the rights and obligations of
ACOA and WMC with regard to their respective interests in the Enterprise
Companies. ACOA and its affiliates shall have a 60% interest in the Enterprise.
WMC and its affiliates shall have a 40% interest in the Enterprise other than in
Australia. WMC shall have a 39.25% interest in Alcoa of Australia. It is the
intention of ACOA and WMC that their ownership interests in the Enterprise shall
be 60/40 respectively and the parties shall act and exercise rights such that
this 60/40 ratio will be achieved or maintained in any future acquisitions of
minority interests in any Enterprise Company, joint ventures or new assets or
companies.

SECTION 1:  PURPOSE.

         (a) Strategic Council. The Strategic Council will be the principal
forum for ACOA and WMC to provide direction and counsel to the affiliated
companies within their worldwide Enterprise regarding strategic and policy
matters. As of the date of formation of this Enterprise, these affiliated
companies (the "Enterprise Companies") include:

       (i)  Alcoa Alumina & Chemicals, L. L. C. and Alcoa Caribbean Holdings,
            L.L.C. (US, Caribbean and Asian holdings)

      (ii)  Alcoa of Australia Limited (Australia)

     (iii)  Alcoa Chemie GmbH (Germany)

      (iv)  Alcoa Chemie Nederland BV and Alcoa Moerdijk BV (Netherlands)

       (v)  ABALCO SA (Brazil)

         ACOA and WMC shall direct and cause their representatives on any
Enterprise Company Boards, entities or operations to carry out the direction
established by and implement the  decisions of the Strategic
Council. This Charter is not intended to create or imply the creation of any
other partnership or company.

<PAGE>

         (b) Industrial Leadership. Under the general direction of and
consistent with the decisions of the Strategic Council, ACOA shall be the
industrial leader of the Enterprise. ACOA shall provide the operating management
of the Enterprise and of all affiliated Enterprise Companies. If WMC contributes
any of its operations to the Enterprise it shall retain operating management
thereof unless the parties otherwise agree.

         (c) Other WMC Representation. WMC will have proportional representation
on the Board of Directors of Alcoa of Australia and on the board of the Alcoa
Alumina & Chemicals, L.L.C. ("AAC"). WMC will have the right to proportional
representation on the board of directors of any Enterprise Company but it is
WMC's current intention to have representation only on boards of entities whose
revenue equals or exceeds 25% of the consolidated revenue of the Enterprise.

         (d) Secondment by WMC. It is expected that WMC will from time to time
second to the Enterprise employees whose skills or experience are necessary for
the support of the operations of the Enterprise. The extent of such secondment
shall be as determined by the management of each of the Enterprise Companies,
subject to the review and advice of the Strategic Council. These seconded
employees will be employed by the Enterprise Companies. ACOA will advise WMC of
all available positions within the Enterprise for which WMC has indicated it may
have qualified candidates. ACOA will determine if the WMC candidate is the best
person for the position, acknowledging WMC's interest in having certain of its
employees gain experience in the alumina and chemicals businesses.

SECTION 2:  MEMBERSHIP OF THE STRATEGIC COUNCIL.

         (a) Membership. The Strategic Council will have five (5) members, three
(3) appointed by ACOA, of which one (1) will be Chairman, and two (2) by WMC, of
which one (1) will be Deputy Chairman. Members of the Strategic Council shall
serve until they resign or are removed by the party that originally appointed
that member to the Council. Resignation or removal shall be effected by written
notice to all other members of the Council.

         (b) Vacancies. Any vacancy on the Strategic Council, whether arising
out of death, disability, removal, resignation, or otherwise, shall be filled by
the party that had originally appointed that member to the Council.

SECTION 3:  MEETINGS.

         (a) Quorum. The presence, in person or by proxy, of not less than a
majority of the total number of members of the Strategic Council, including at
least one WMC representative, or the presence of both the Chairman and the
Deputy Chairman shall constitute a quorum for the transaction of business by the
Council. If any member does not attend despite proper notice, the Chairman may
reconvene the meeting in 10 days upon notice to the non-attending member. The
meeting may proceed even if said member does not attend.

                                       2

<PAGE>

         (b) Meetings. The Strategic Council shall meet as frequently as the
Chairman, after consultation with the Deputy Chairman, deems necessary and
appropriate and not less than two times per year. The Deputy Chairman may
request a meeting and the Chairman must call a meeting within 3 months of the
request or within two weeks, if the Deputy Chairman declares that a serious
situation exists. In the case of any such declaration, the notice provisions of
Section 3 (c) are waived for such meeting. Meetings may be held by telephone or
videoconferencing.

         (c) Notice. At least fifteen (15) days prior to the date of each
meeting of the Strategic Council, the Chairman of the Council shall send each
member a notice of such meeting, the location, an agenda, and all necessary
documentation. A written waiver of notice signed by a majority of the members of
the Council including at least one WMC member, whether before or after the time
of the meeting, shall be deemed equivalent to such notice. Items not on the
agenda cannot be decided at a Strategic Council meeting without the unanimous
consent of the Chairman and Deputy Chairman. Attendance by a member of the
Council at a meeting shall also constitute waiver of notice of such meeting by
that Member.

         (d) Advisors and Other Committees. From time to time as they deem
necessary, the Strategic Council may request the assistance and advice of
experts and advisors from ACOA or WMC. Such experts or advisors may attend the
meetings of the Strategic Council, as appropriate. Employee advisors of either
member may attend the Strategic Council meetings. Non-employee advisors of
either member may attend Strategic Council meetings at the discretion of the
Chairman. Prior notice by the member planning to bring non-employee advisors,
including the advisor's identity and role, must be given to the Chairman. While
the Strategic Council will principally look to the operating management of the
Enterprise Companies for information about the businesses of the Enterprise, the
Strategic Council, if either the Chairman or Deputy Chairman so request, may
also from time to time form advisory committees of representatives of both ACOA
and WMC (unless WMC declines to participate) as required to assist the Strategic
Council and its members with the activities of the Enterprise and so that WMC
may make an appropriately informed contribution to the proceedings of the
Strategic Council. The scope of the responsibilities and activities vested in
such committees shall be established by the Strategic Council.

         (e) Minutes. Minutes of the meetings of the Strategic Council shall be
prepared and circulated to each member of the Council within thirty (30) days
after each meeting.


SECTION 4:  VOTING.

         Decisions Requiring a Super-Majority Vote. The following matters shall
be decided by the vote of 80% of the members appointed to the Strategic Council:

     (i)  Change of Scope of the Enterprise.

     (ii) Change in the dividend policy.

     (iii) Equity requests on behalf of the Enterprise totaling in any one year
          more than US$1 billion.
                                       3

<PAGE>


     (iv) Sale of all or a majority of the assets of the Enterprise (such assets
          to be valued for this purpose at the Enterprise book value).

     (v)  Loans to ACOA or an Affiliate or WMC or an Affiliate by any of the
          Enterprise Companies subject to the provisions of Sections 8 and 9
          below.

All other decisions of the Strategic Council will be decided by majority vote.

SECTION 5:  SCOPE.

         Within the Scope of the Enterprise as defined in this Section, ACOA and
WMC agree to operate to avoid commercial conflict among ACOA, WMC and the
Enterprise. To accomplish this, ACOA agrees that the Enterprise shall be the
exclusive vehicle for its investments, operations or participation in the
Bauxite and Alumina and Inorganic Industrial Chemicals businesses (as
specifically defined below in Sections 5 (a) (i) and (b) respectively) included
within the Scope of the Enterprise except as noted for the activities of Alcoa
Aluminio SA and ACOA shall not compete with the Enterprise in those businesses.
WMC agrees that the Enterprise shall be the exclusive vehicle for its
investments, operations or participation in the Bauxite and Alumina business (as
specifically defined below in Section 5(a)(i)) and in the Inorganic Industrial
Chemicals business (which shall for this purpose consist of the existing ACOA
and Alcoa of Australia inorganic industrial alumina-based chemicals products, a
list of which are attached hereto as Exhibit B and the other products listed in
subsection 5(b)(1) to 5(b)(4) inclusive as of the Formation Date) and WMC shall
not compete with the Enterprise in those businesses. WMC agrees that it will not
compete with the businesses of the Integrated Operations of the Enterprise (as
defined below but excluding necessary and ancillary activities) and acknowledges
that ACOA has non-Enterprise facilities in these businesses which ACOA will
operate and manage independently of the Enterprise. ACOA acknowledges that WMC
may compete with the gold-mining and refining operations of the Enterprise at
Hedges. WMC's obligations under this Section in respect of the Inorganic
Industrial Chemicals businesses shall not apply to the talc business currently
conducted by WMC and any acquisition of talc or talc related businesses which
are currently contemplated by WMC. WMC has a number of other commodity related
businesses (listed in Exhibit A attached hereto) which have not been contributed
to the Enterprise, which are not within the Scope of the Enterprise and which
WMC will continue to own, operate and manage independently of the Enterprise.
For purposes of this Section 5 references to ACOA and WMC shall include any
Affiliate of ACOA or WMC. The Scope of the Enterprise shall be:

         (a)  Bauxite and Alumina.

         (i) Except for the domestic Brazilian market, the Enterprise shall be
involved in the worldwide exploration, searching and prospecting for, and the
mining of bauxite and any other minerals and/or ores from which alumina or
aluminum can or may be commercially produced. The Enterprise shall also engage
in the refining and other processing of these minerals and/or ores into alumina.

                                       4

<PAGE>


         (ii) The Enterprise may also engage in the exploitation and development
of minerals discovered in the course of bauxite mining at Enterprise facilities,
however, these minerals shall not be considered to be within the definition of
the Bauxite and Alumina business unless the Members unanimously agree. The
Enterprise will engage in any necessary or ancillary activity that the majority
of the Members of the Strategic Council determine may be carried on with the
above described activities. Alcoa Aluminio shall continue to produce alumina for
the Brazilian market including for Alcoa Aluminio's own smelting needs. The
Enterprise shall also be responsible for selling alumina to ACOA at arm's length
prices as well as to third parties.

         (b) Inorganic Industrial Chemicals. Except for the domestic Brazilian
market, the Enterprise shall be involved in the research and development,
production, marketing and sale of certain industrial chemicals ("Inorganic
Industrial Chemicals"), composed initially of the existing ACOA and Alcoa of
Australia inorganic industrial alumina-based chemicals products, a list of which
are attached hereto as Exhibit B and the following other products:

         (1)  Raw materials for refractory markets.

                  Aluminas                  Bauxite
                  Refractory Clays          Mullite
                  Zirconia Fused            Fumed Silica

         (2)  Raw materials for Pigment, Fillers, Extenders, and Flame Retardant
              markets.
                  Aluminas

         (3)  Raw materials for Ceramic markets.

                  Aluminas                  Aluminum Silicate
                  Aluminum Titanate         Sialon
                  Fumed Silica              Spinel
                  Zirconates                Zirconia - Fused Zircon

         (4)  Other products.

                  Alumina-based Refractory Products
                  Alumina-based Molecular Sieves
                  Aluminum Sulfate          Sodium Aluminate
                  Hydrotalcite
                  Calcium Aluminate Cements
                  Alumina-based Bed Supports - Catalytic Supports Applications

                                       5

<PAGE>

         The Enterprise will engage in any necessary or ancillary activity that
the majority of the Members of the Strategic Council determine may be carried on
with the above described activities. Alcoa Aluminio will continue to produce and
supply alumina-based and other Inorganic Industrial Chemicals to the Brazilian
market and to export markets through the distribution network of the Enterprise.

         (c) Integrated Operations. The Enterprise shall also own and operate
certain primary aluminum smelting, aluminum fabricating, gold mining and
refining operations at Hedges and other facilities that exist as of the
formation of the Enterprise and are run as part of an integrated operation at
certain of the locations included within the Enterprise. The Enterprise will
engage in any necessary or ancillary activity that the majority of the Members
of the Strategic Council determine may be carried on with the above described
activities. These operations and any future expansions thereof will be included
within the Scope of the Enterprise at existing Enterprise locations only. The
Enterprise shall also be responsible for selling aluminum to ACOA or its
Affiliates at arm's length prices as well as to third parties.

         (d) Shipping. The Enterprise shall also operate a shipping line, the
main function of which is to support the operations of the Enterprise. The
shipping line shall carry bauxite, alumina, raw materials and other goods used
in the alumina refining process, production and sale of industrial chemicals and
other goods and materials for the Enterprise. The Enterprise will engage in any
necessary or ancillary activity that the majority of the Members of the
Strategic Council determine may be carried on with the above described
activities. The shipping line, however, may carry goods and materials for other
parties.

         (e) Coordination with ACOA. As the industrial leader of the Enterprise,
ACOA shall act in a manner that is fair and reasonable to the parties, WMC and
to ACOA in managing the related activities of ACOA within the Enterprise with
those outside the Enterprise. The operations of the primary metals and aluminum
fabricating facilities of the Enterprise will be closely coordinated with the
ACOA Primary Metals and Rigid Packaging Divisions of ACOA. ACOA will provide
necessary services to the Enterprise pursuant to the terms of a master services
agreement. ACOA shall ensure that any dealings between the Enterprise and ACOA
shall be conducted on an arm's length basis.

Section 6:  New Businesses.

         It is acknowledged that WMC and the Enterprise may from time to time
pursue business opportunities outside the Bauxite and Alumina or Inorganic
Industrial Chemicals businesses. ACOA understands that WMC is considering
expansion of its talc business which may lead WMC to participate in other
industrial minerals businesses. If WMC or ACOA acquires any businesses which
include as a secondary line of business the Bauxite and Alumina business as
specifically defined above in Section 5(a)(i) or the Inorganic Industrial
Chemicals business which consists of the existing ACOA and Alcoa of Australia
inorganic industrial alumina-based chemicals products, a list of which are
attached hereto as Exhibit B and the other products listed in subsections 5
(b)(1) to 5 (b)(4) inclusive above as of the Formation Date, WMC or ACOA shall
offer this new Bauxite and Alumina or Inorganic Industrial Chemicals business to
the Enterprise at the cost of acquisition or, if this business was not
separately

                                       6

<PAGE>

valued at the time of acquisition by WMC or ACOA, a value based on an
independent appraisal of the business. If all of the Enterprise Companies and
the Strategic Council elect not to accept the offer, WMC or ACOA shall divest
itself of the secondary Bauxite and Alumina or Inorganic Industrial Chemicals
business to a non-Affiliate. WMC or ACOA shall not independently pursue any
opportunities whose principal line of business is the Bauxite and Alumina
business as specifically defined above in Section 5(a)(i) or the Inorganic
Industrial Chemicals business which consists of the existing ACOA and Alcoa of
Australia inorganic industrial alumina-based chemicals products and the other
products listed above in Section 5(b)(1) to 5(b)(4) as of the Formation Date.
Competition between WMC and the Enterprise shall not prevent WMC, ACOA and the
Enterprise from exploring and utilizing any synergies that may exist as between
any competing operations or products. These synergies may include:

     1)   Different ownership interests in the new opportunity or

     2)   Supply, processing, distribution or other marketing arrangements with
          the Enterprise. For purposes of this Section 6 references to ACOA and
          WMC shall include any Affiliate of ACOA and WMC.

SECTION 7:  ENTERPRISE COMPANY INFORMATION .

         WMC will receive general information regarding the operations of the
Enterprise and will have ongoing access to the Business Unit Presidents of the
Business Units within AAC through the WMC Strategic Council members and other
designated WMC representatives agreed by ACOA. WMC will receive regular
financial information from the Enterprise Companies as more fully described in
the Financial Protocol to the Formation Agreement. WMC will also receive prompt
notice of events known to ACOA which may affect the earnings or dividends of the
Enterprise Companies or which may lead to a significant change in the amount of
leveraging within the Enterprise. The various Enterprise Companies will prepare
annual operating plans and capital budgets (or follow any other
planning/budgeting process that may be used by ACOA from time to time). ACOA
will keep WMC informed of the progress in formulating such plans and budgets and
will specifically advise WMC if the consolidated effect of these plans and
budgets appears likely to require any equity call from WMC in the year for which
the plans and budgets are being prepared. The operating plans and capital
budgets will be approved by the Members or Boards (as appropriate) of the
various Enterprise Companies. Any individual Request for Authorization for more
than US$10 million shall be sent for information to the members of the Strategic
Council at the same time it is submitted to ACOA corporate management.

         SECTION 8:  EQUITY CALLS.

         (a) Equity Calls. The cash flow of the Enterprise and borrowings shall
be the preferred source of funding for the needs of the Enterprise. Should the
aggregate annual capital budget of the Enterprise

                                       7

<PAGE>

require an equity contribution from ACOA and WMC, an equity call can only be
made upon 60 days notice and, if appropriate, a payment schedule shall be
included. The following limits apply to equity calls:

         (i) With respect to amounts up to $500 million in annual equity
requested to be contributed in total by ACOA and WMC to the Enterprise
(including amounts requested pursuant to subsections (ii) and (iii) below), each
party shall contribute its proportionate share based on its current ownership in
the Enterprise. Each party is required to make its proportional equity
contribution for amounts up to $500 million of the equity requested regardless
of the arrangements with respect to any further capital requirements of the
Enterprise. If either party does not contribute all or part of its proportionate
share, then the other party may contribute its own share and the share of the
non-contributing party not contributed and, if it does so, the non-contributing
party will thereby be diluted on the basis of the formula attached as Exhibit C.
The dilution shall be proportional among all the Enterprise Companies.

         (ii) With respect to amounts in excess of $500 million but less than $1
billion in annual equity requested to be contributed in total by ACOA and WMC to
the Enterprise, each party shall declare within thirty days of when the equity
request is made if it has the ability to fund its share of the request and if so
each party shall contribute its proportionate share based on its current
ownership in the Enterprise. Should WMC be unable to contribute the full amount
of the equity in the year required, the parties will work together, to find
alternative interim external financing arrangements reasonably acceptable to WMC
for the Enterprise or for WMC. If alternative external financing is not
acceptable to WMC, WMC may choose to be diluted or ACOA may fund the WMC
proportionate share in U.S. dollars and this contribution shall be deemed to be
an unsecured loan by ACOA to WMC. If WMC issues an encumbrance or encumbrances
over substantially all of its assets (other than the Enterprise Assets) to a
third party creditor, it shall, to secure any loan from ACOA under this section,
grant to ACOA, subject to any necessary consents, a like encumbrance over its
interest in the Enterprise. WMC shall repay the amount contributed on its behalf
plus interest in a period not to exceed one (1) year. The interest rate applied
to this amount shall equal the then current one year T-bill rate plus a margin
reflecting market spreads for companies having the same credit rating as WMC as
well as commercial underwriting and commitment fees to the extent that such fees
are incurred by ACOA as a result of ACOA funding WMC's proportionate share of
the equity call under this paragraph. If either party does not contribute all or
part of its proportionate share pursuant to such alternative financing
arrangements or if the ACOA loan is not repaid, the other party may contribute
its own share and the share of the non-contributing party not contributed and if
it does the non-contributing party shall be diluted in the amount of its unmet
share of the equity call in accordance with the formula set forth on Exhibit C,
provided, however, if ACOA does not fund WMC's proportionate share when the
other conditions above have been met, WMC will not be diluted in the amount of
its unmet share of the equity call.

         (iii) With respect to amounts in excess of $1 billion in annual equity
requested to be contributed in total by ACOA and WMC to the Enterprise and
approved pursuant to Section 4(iii) above, each party

                                       8

<PAGE>

shall contribute its proportionate share, however, the parties will work
together, should WMC be unable to contribute the full amount of the equity in
the year required, to find alternative financing arrangements reasonably
acceptable to WMC for the Enterprise or WMC. If WMC does not contribute the
balance of its full proportionate share, ACOA may make, and shall be compensated
for, all or part of the remaining contribution in WMC's place; however, WMC
shall not be diluted to the extent of ACOA's contribution to the capital
requirements in excess of US$1 billion. If ACOA elects to proceed, ACOA shall
review with WMC the mechanism to compensate ACOA for its excess contribution,
which may include, but is not limited to, a disproportionate allocation of the
return associated with the excess contribution.

SECTION 9:  LEVERAGING POLICY.

         ACOA and WMC agree that the Enterprise Companies will maintain a limit
of debt (net of cash) in the aggregate equaling 30% of total capital where total
capital is defined as the sum of debt (net of cash) plus any minority interest
plus shareholder equity.

         The initial loan of up to $121,929,333 to WMC or its designated
Affiliate by the Enterprise upon the formation of the Enterprise, will bear
interest at 3 month LIBOR plus 10 basis points. Subsequent loans to either ACOA
or WMC by the Enterprise will bear interest at LIBOR plus a margin reflecting
market spread for similar credit ratings as well as commercial underwriting and
commitment fees.

SECTION 10:  DIVIDEND POLICY.

         ACOA and WMC shall join together to cause the Enterprise Companies
within the Enterprise to distribute by way of dividends at least 30% of the net
income of the Enterprise Companies as calculated in accordance with U.S.
generally accepted accounting principles and as certified by the auditors of the
Enterprise Companies of the prior year of each of the Companies in each
financial year unless the Strategic Council agrees by a vote of 80% of the
appointed members to pay a smaller dividend such dividends to be paid by one or
more of the Enterprise Companies. The parties will endeavor to distribute
dividends above 30% of the net income of the Enterprise consistent with prudent
financial management and in the context of the strategic and business objectives
of the Enterprise. It shall be a goal, but not an obligation, of the Enterprise
to distribute dividends equal to at least 30% of the total Enterprise net income
by increasing the dividend distribution above 30% for those Enterprise companies
able to so distribute to offset distributions of less than 30% from other
Enterprise companies.

SECTION 11:  DISPUTE RESOLUTION.

         (a) Strategic Council. All disputes, differences, controversies or
claims between any of the parties and related to the Enterprise shall be
initially discussed and, if possible, resolved by the unanimous agreement of the
Members of the Strategic Council. Either party may refer a matter to the Council
for resolution by delivering written notice describing the matter to all Members
of the Council. Unless the

                                        9

<PAGE>

notice identifies the matter to be one of such urgency that a special meeting of
the Council is required, the matter shall be taken up at the next meeting of the
Council following receipt of notice of the dispute. The Council shall attempt to
resolve the dispute through amicable conciliation, and may consult outside
experts for assistance in attempting to resolve the dispute. If the Strategic
Council is unable to resolve the dispute by unanimous agreement within 60 days,
the matter shall be referred to the ACOA and WMC Chief Executive Officers as
described below.

         (b) Chief Executive Officers. If the Strategic Council does not resolve
the matter by unanimous agreement, either party may refer the matter for further
resolution to the Chief Executive Officers of ACOA and WMC by written notice to
these two CEOs. The CEOs shall meet and discuss the matter during a period of
not more than sixty (60) days from the date of the notice.

         (c) Board. If the CEOs of ACOA and WMC cannot reach an agreement
resolving the dispute within sixty (60) days from its referral from the
Strategic Council, either party may refer the matter for resolution to a panel
of three outside directors from each of the Boards of Directors of ACOA and WMC.
The directors shall be selected by the Chairman of the respective Boards of ACOA
and WMC. As soon as can be conveniently arranged, the six directors will meet
and the CEOs shall present their respective positions. The directors will then
meet without any company representatives present to resolve any such dispute
within sixty (60) days of the date of the presentation. A decision of a majority
of the outside directors shall be final.

         (d) Final Resolution. If the six (6) outside directors of ACOA and WMC
are unable to resolve the dispute within the sixty (60) day period, each party
may seek all remedies available to it at law and equity.

SECTION 12:  TRANSFER OF INTERESTS.

         (a) Proportionate Reduction. Any increase or decrease by ACOA or WMC in
their respective ownership share in the Enterprise must be proportionate among
all the affiliated companies in the Enterprise except in the circumstance where
governmental action results in an involuntary divestiture in which event the
parties will consult about appropriate responses to such action.

         (b) ACOA Transfers. ACOA may reduce its proportionate ownership share
in the affiliated companies in the Enterprise from 60% to 51% at its election.
If the proposed buyer is a passive investor who will not have representation on
the Strategic Council nor any of the boards of the affiliated companies, WMC's
consent to the sale is not required. A passive investor shall only receive
business information about the Enterprise that is required by the law governing
each of the affiliated companies, as reflected in its individual governance
document, plus additional information as is believed reasonable by ACOA as being
appropriate for the particular investor and consented to by WMC which consent
shall not be unreasonably withheld. If the proposed buyer is an active investor
who is intended by ACOA to have

                                       10

<PAGE>

representation on any of the boards of the affiliated companies or the Strategic
Council, ACOA must obtain the consent of WMC to the sale, which consent shall
not be unreasonably withheld.

         (c)  Non-seller's Rights.  Each of the governance documents for the
affiliated companies includes provisions regarding a
first option regarding the transfer of interests, subject to 12(b)
         above, addressing; the transferability of interests, maximization of
market value of the interest for sale, ensuring a fair chance for the
non-selling party to purchase the interest for sale, concerns of the non-selling
party regarding the identity of potential buyers (e.g., direct competitors).

SECTION 13:  GENERAL

         (a)  Applicable Law:  This Charter shall be construed and enforced in
accordance with the laws of the State of Delaware, without regard to its
conflicts of laws doctrine.

EXECUTED THIS  21st DAY OF December, 1994.

ALUMINUM COMPANY                    WESTERN MINING
OF AMERICA                          CORPORATION HOLDINGS
                                    LIMITED

/s/ Richard L. Fischer              /s/ Hugh M. Morgan
- --------------------                --------------------


                                       11

<PAGE>

                                    Exhibit A

                               Commodity Products

                   Western Mining Corporation Holdings Limited

Nickel

Gold

Copper

Uranium

Petroleum

Fertilizers

Talc


                                       12

<PAGE>

                                    Exhibit B

                                Current Products

         ACOA/Alcoa of Australia Inorganic Industrial Chemicals Products

Tabular Alumina

White Hydrate

Bayer Hydrate

Calcined Alumina

Gray Hydrate

Reactive Alumina

Activated Alumina

White Fused Alumina

Sodium Aluminate

Cement

Aluminum Fluoride

Fusion Grade Alumina Feedstock


                                       13

<PAGE>

                                    EXHIBIT C
                                DILUTION FORMULA

Dilution shall be calculated proportionately among all Enterprise Companies on
the basis of the value of the Enterprise Companies before and after the equity
call. The formula for determining the extent of dilution shall be as follows:

ACOA share of the new equity = {(A x Z) + (P x Y)} divided by M

WMC share of the new equity = {(B x Z) + (Q x Y)} divided by M

where:
         Y = Amount of Equity call actually paid

         P = ACOA's share of the Equity call actually paid expressed as a
             percentage of Y

         Q = WMC's share of the Equity call actually paid expressed as a
             percentage of Y

         Z = Fair Market Value of the Enterprise, pre-dilution (as defined
             below)

         M = New value of the Enterprise, giving effect to the equity call which
             equals (Y + Z)

         A =  ACOA's pre-dilution interest expressed as a percentage

         B =  WMC's pre-dilution interest expressed as a percentage

The fair market of the Enterprise, pre-dilution, will be the fair market value
of the Enterprise as agreed by the parties at the time of dilution. If the
parties cannot agree upon a fair market value, the parties will mutually select
an independent expert to establish a pre-dilution fair market value. The
expert's determination of fair market value of the Enterprise shall be final.
The parties acknowledge that while the above formula reflects the intent of the
parties if dilution is required, the actual mechanisms chosen to effect the
dilution may vary among the Enterprise Companies depending upon their particular
circumstances


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>dex994.txt
<DESCRIPTION>AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT
<TEXT>
<PAGE>


                                                               Exhibit 99.4


                              AMENDED AND RESTATED
                     LIMITED LIABILITY COMPANY AGREEMENT OF
                        ALCOA ALUMINA & CHEMICALS, L.L.C.

         THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
"Agreement") of ALCOA ALUMINA & CHEMICALS, L.L.C. (the "Company"), dated as of
December 31, 1994, is by and between ALUMINUM COMPANY OF AMERICA, a corporation
organized and existing under the laws of the Commonwealth of Pennsylvania
("ACOA"), and ASC ALUMINA, INC., a company incorporated under the laws of
Delaware ("ASC"), as initial members of the Company, and by and among such
initial members and WESTMINER INTERNATIONAL HOLDINGS LIMITED, a company
incorporated in the State of Victoria, Australia ("WMC-F") and WMC ALUMINA (USA)
INC., a company organized and existing under the laws of the State of Delaware
("WMC-D"), as new members of the Company. ACOA, ASC, WMC-F and WMC-D are also
hereinafter sometimes each referred to individually as a "Member" and
collectively as the "Members."

                              W I T N E S S E T H :

         WHEREAS, ACOA and Western Mining Corporation Holdings Limited ("WMC"),
the parent company of WMC-F and WMC-D, have entered into a Heads of Agreement
dated as of July 6, 1994 and as supplemented by a Supplemental Agreement to
Heads of Agreement (collectively the "HOA") with respect to the formation of a
worldwide Enterprise that will combine their respective current interests in
bauxite mining, alumina refining and the ACOA inorganic industrial chemicals
operations as well as ACOA's shipping operations and certain integrated aluminum
fabricating and smelting operations;

         WHEREAS, ACOA and ASC have heretofore formed the Company as a Delaware
limited liability company to hold and conduct the operations of the Enterprise
in Asia, Guinea, India, Jamaica, Suriname, Trinidad and the United States
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. ss. 18-101 et
seq., as amended from time to time (the "Act"), by filing a Certificate of
Formation of the Company with the

<PAGE>


office of the Secretary of State of the state of Delaware on December 21, 1994
(the "Certificate") and entering into a Limited Liability Company Agreement of
the Company, dated as of December 21, 1994 (the "Original Agreement");

         WHEREAS, ACOA and ASC would like to admit WMC-D and WMC-F as additional
members of the Company, to continue the Company as a limited liability company
under the Act and to amend and restate the Original Agreement of the Company in
its entirety; and

         WHEREAS, the Members desire to set forth their understandings with
respect to the ongoing operations of the Company and their respective rights and
obligations with respect thereto.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained and intending to be legally bound hereby, WMC-F, WMC-D, ASC and ACOA
agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

Section 1.1.      Definitions.  The following terms used in this Agreement shall
have the definitions set forth:

         "Agreement" means this Amended and Restated Limited Liability Company
Agreement of the Company, as amended, modified, supplemented or restated from
time to time.

         "Board" means the board of Representatives of the Company.

         "Company" means Alcoa Alumina & Chemicals, L.L.C., a limited liability
company heretofore formed and continued pursuant to this Agreement. "Covered
Person" means every person who is or was a Representative, director, officer or
employee of the Company or of any other corporation, partnership, joint venture,
trust or other enterprise which such person serves or served as such at the
request of the Company.

         "Member" means each of ACOA, ASC, WMC-F and WMC-D and any other
individual or entity that becomes a member of the Company in accordance with the
provisions of this Agreement and the Act in such individual's or entity's
capacity as a

                                       2

<PAGE>

member of the Company. For purposes of the Act, the members shall constitute one
class or group of Members.

         "Interest" means a Member's share of the profits and losses of the
Company and such Member's rights to receive distributions of the Company's
assets in accordance with the provisions of this Agreement and the Act.

         "Percentage Interest" means, with respect to any Member and with
respect to any point in time, such Member Interest in the Company equal to the
ratio (expressed as a percentage) of the balance at such time in such Member's
Capital Account (as defined in the Tax Protocol) to the aggregate Capital
Account balances of all Members at such time, such Capital Accounts to be
determined after giving effect to all prior contributions, distributions and
allocations to all Members.

         "Representatives" means the five (5) members of the Board of the
Company.

         "Tax Protocol" means the Tax Protocol to be attached hereto as Exhibit
A and incorporated herein, as such Tax Protocol may be revised by the Members
from time to time, which will outline the tax accounting procedures and related
information for the Company. The Members shall cause their tax advisors to
prepare the Tax Protocol, taking into account the intentions of the Members as
set forth in this Agreement, by February 28, 1995.

Attached hereto as Exhibit B is a master list of those definitions used in this
Agreement, the Charter of the Strategic Council, a copy of which is attached
hereto as Exhibit C (the "Charter"), and the Formation Agreement of the
Enterprise, a copy of which is attached hereto as Exhibit D (the "Formation
Agreement"). The definitions of terms contained in this Agreement are intended
to include both the singular and plural forms of such terms.

                                   ARTICLE II
                           CONTINUATION OF THE COMPANY

Section 2.1 Continuation. The Members hereby agree to continue the Company as a
limited liability company pursuant to and in accordance with the Act and this
Agreement. The Members intend that the Company will be taxable as a partnership
for United States federal income tax purposes, and the provisions of this
Agreement shall be interpreted in a manner consistent with such intent. The
Members agree that

                                       3

<PAGE>

the rights, duties and liabilities of the Members and Representatives shall be
as provided in the Act, except as otherwise provided herein.

Section 2.2 Admission of New Members. Upon execution of this Agreement, ACOA and
ASC shall continue as, and WMC-D and WMC-F shall be admitted to the Company as
Members.

Section 2.3 Company Name. The Members hereby agree that the name of the Company
shall be "Alcoa Alumina & Chemicals, L.L.C." until such time as the Board shall
determine otherwise and an appropriate amendment to the Certificate is filed
with the office of the Secretary of State of the State of Delaware as required
by the Act.

Section 2.4       Scope of Company.

(a) The Company is formed for the object and purpose of, and the nature of the
business to be conducted and promoted by the Company is, engaging in any lawful
act or activity for which limited liability companies may be formed under the
Act.

(b) Notwithstanding the generality of the foregoing, the Scope of the Company
shall be limited to the Scope of the Enterprise as set forth in Section 5 of the
Charter.

Section 2.5 Qualification in Other Jurisdictions. Barbara S. Jeremiah shall
cause the Company to be qualified, formed or registered in other jurisdictions
in which the Company transacts business, and, if necessary or desired, under
assumed or fictitious name statutes or similar laws in other jurisdictions in
which the Company transacts business. Barbara S. Jeremiah, as an authorized
person within the meaning of the Act, shall execute, deliver and file any
certificates (and any and all amendments thereof) necessary for the Company to
qualify to do business in the jurisdictions in which the Company may wish to
conduct business.

                                       4

<PAGE>

                                   ARTICLE III

                     CAPITALIZATION, ALLOTMENT OF INTERESTS

Section 3.1 Initial Percentage Interests. Upon execution of this Agreement and
as more fully detailed in the Tax Protocol, the initial Percentage Interest of
each of the Members is as follows:

                                            Percentage
Name                                         Interest
- ----                                        ----------

ACOA                                           48.73%

ASC                                            11.27%

WMC-D                                          25.27%

WMC-F                                          14.73%

Total                                            100%

Simultaneously with execution of this Agreement, the Members have made or are
deemed to have made the capital contributions to the Company outlined in and
required by Section 2.03 of the Formation Agreement. It is the general intention
of the parties hereto that the respective aggregate Percentage Interests of (i)
ACOA and ASC, on the one hand, and (ii) WMC-D and WMC-F, on the other hand,
shall be maintained, as among themselves, to the extent reasonably possible, in
the same 60%/40% ratio as their initial Percentage Interests set forth above. To
this end, the Members hereby agree to use their best efforts to maintain such
60%/40% ratio in connection with any future acquisitions of minority interests
in any Company strategic alliance, acquisitions of new assets or new companies
affiliated with the Company, the admission of any additional Members to the
Company, the assignment of any Interests in the Company, or any portion thereof,
and the timing and amounts of distributions made to the Members. The Members
shall cause their tax advisors to prepare the Tax Protocol, taking into the
account the intentions of the Members as set forth in this Agreement, by
February 28, 1995.

                                       5

<PAGE>

Section 3.2 Status of Capital Contributions. Except as otherwise provided in
this Agreement, the amount of a Member's capital contributions may be returned
to it, in whole or in part, at any time, but only with the consent of all
Members. Any such returns of capital contributions shall be made to each Member
in proportion to the Percentage Interest then held by such Member.
Notwithstanding the foregoing, no return of a Member's capital contributions
shall be made hereunder if such distribution would violate applicable state law.
Where capital contributions are to be returned to a Member, the Member shall not
have the right to demand or receive property other than cash, except as may be
specifically provided in this Agreement. No Member shall have any personal
liability for the repayment of any capital contribution of any other Member
except as is provided in Section 8 of the Charter.

Section 3.3 Members' Interests.  A Member's Interest in the Company shall
for all purposes be personal property. A Member has no interest in specific
Company property.


                                   ARTICLE IV
                              CAPITAL REQUIREMENTS

Section 4.1 Review of Operating Plans and Budgets. Consistent with the
planning/budgeting process used by ACOA from time to time, the Members shall
prepare a consolidated operating plan and a capital budget for the operations of
the Company for the following year and submit such plans and budgets to the
Board for review. Except where approval of the Strategic Council is required as
set forth in Section 4.2 below, the Board shall approve, by a majority vote, the
plans and budgets for the following year.

Section 4.2 Equity Calls. If the consolidated effect of the plans and budgets of
the Company appears likely to require any equity call from the Members in the
year for which the plans and budgets are prepared, such operating plans and
budgets shall be submitted to the Strategic Council for approval in accordance
with the principles set forth in Sections 4 and 8 of the Charter. To the extent
practical, it is the intention of the Members to grow the Company out of the
profits generated by the Company rather than making equity calls.

                                       6

<PAGE>

                                    ARTICLE V
                                     MEMBERS


Section 5.1 Meetings of the Members. The annual meeting of the Members shall be
held on the second Thursday of May of each year at 11:30 a.m. local time in
effect at the place of the meeting or on such other day or at such other time
and at such place as may be fixed by the Members. Meetings of the Members shall
also be called upon the written request of any Member, which meeting shall be
held within 3 months of the request or within 2 weeks if a serious situation
exists. Meetings may be held by telephone or videoconferencing.

Section 5.2 Quorum of the Members. Except as otherwise required by law, a quorum
for a meeting of the Company's Members shall require the presence, in person or
by proxy, of Members holding a fifty-one percent (51%) or greater Percentage
Interest in the Company and including at least one WMC Member; provided,
however, that if a meeting of the Members cannot be held due to lack of this
quorum, the meeting may be reconvened upon seven (7) days' written notice, and
the Percentage Interests represented at such meeting, either in person or by
proxy, shall constitute a quorum for the purpose of such reconvened meeting.
Except as set forth in this Agreement, or as otherwise required by law,
resolutions of meetings of the Company's Members at which a quorum is present
shall be adopted by the affirmative vote of a majority of the Percentage
Interests represented in person or by proxy.

Section 5.3 Decisions Requiring a Super-Majority Vote of the Members. Decisions
of the Members relating to the following matters shall only be adopted, either
at a meeting or acting by written consent, by the affirmative vote of the
Members holding an eighty percent (80%) or greater Percentage Interest in the
Company:

     (a)  Change of Scope of the Company.

     (b)  Change in the distribution policy of the Company.

     (c)  Equity requests to the Members 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 of determining whether a majority of the
          assets will be sold at the Company book value).

                                       7

<PAGE>


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

All other decisions of the Members will be decided by affirmative vote of the
Members holding not less than a majority Percentage Interest in the Company. The
Representatives of WMC-D and WMC-F shall vote as a unit for purposes of this
Section 5.3.

                                   ARTICLE VI

                            BOARD OF REPRESENTATIVES

Section 6.1   Board of Representatives.

(a) Powers. The Members hereby authorize the Board of the Company to manage, on
a daily basis, the business and affairs of the Company on behalf of the Members
in a manner consistent with this Agreement, applicable law and the direction of
the Strategic Council. The Board may adopt such rules and regulations, not
inconsistent with this Agreement or applicable law, as it may deem proper for
the conduct of its meetings and the management of the Company. Except as
provided in Section 5.3 above, neither WMC-D nor WMC-F shall have any power or
authority to directly enter into obligations on behalf of, or otherwise bind the
Company.

(b) Number; Voting. The Board shall consist of five (5) Representatives. A
Representative may be any natural person who may, but need not be, an employee
of any of the Members or the Company. The Members agree that two (2)
Representatives of the Board shall be individuals nominated by ACOA, one (1)
Representative of the Board shall be an individual nominated by ASC, one (1)
Representative of the Board shall be an individual nominated by WMC-D and one
(1) Representative of the Board shall be an individual nominated by WMC-F. Each
Member agrees to vote its Interest to elect as Representatives the individuals
nominated by the other Members. In the case of the death, resignation or removal
of a Representative prior to the expiration of his or her term, each Member
further agrees to vote its Interest to appoint as his or her replacement an
individual nominated by the Member which had nominated the Representative whose
death, resignation or removal is the cause of the vacancy. The number of
Representatives may be changed only by the affirmative vote of the

                                       8

<PAGE>

Members holding an eighty percent (80%) or greater Percentage Interest in the
Company.

(c) Representative as Agent of the Company and Appointing Member. To the fullest
extent permitted by law, each Representative shall be deemed an agent of the
Company and the Member which appointed such person as Representative, and such
Representative shall not be deemed an agent or sub-agent of the other Members,
and shall have no duty (fiduciary or otherwise) to the other Members.

(d) Term of Office. At each annual meeting of the Members, the Members shall
elect Representatives each of whom shall hold office until the next annual
meeting of the Members and until the successor to such Representative shall have
been elected, except in the case of earlier death, resignation or removal.

Section 6.2 Meetings of the Board. Regular meetings of the Board shall be held
at such times and places as shall be fixed by the Board at any time in advance
of the meeting date or designated in a notice of the meeting. The foregoing to
the contrary notwithstanding, the Board shall meet at least annually immediately
after the annual meeting of the Members as herein provided. Meetings may be held
by telephone or videoconferencing.

Section 6.3 Quorum of the Board. Three (3) Representatives, in person or by
proxy, which shall include either a WMC-D or a WMC-F Representative, shall
constitute a quorum for the transaction of business; provided, however, that if
a Board meeting cannot be held due to lack of this quorum, the meeting may be
reconvened upon seven (7) days' written notice, and the quorum required to
conduct business at the reconvened meeting shall be two (2) Representatives
without the WMC-D or WMC-F Representative.

Section 6.4 Decisions Requiring a Majority Vote of the Board. Except as
otherwise provided in this Agreement, decisions of the Board shall be adopted,
either at a meeting or acting by written consent, by the affirmative vote of not
less than a majority of the Percentage Interests of the Members by the
Representatives elected to the Board pursuant to Section 6.1.

                                       9

<PAGE>

Section 6.5 Board as Advisor to Strategic Council. The Board shall serve in an
advisory role to the Strategic Council and shall offer advice and assistance, as
requested by the Strategic Council, as to matters concerning the Company as they
relate to the Enterprise.

Section 6.6 Integration with the Enterprise. Through their Interests, the
Members will cause the Company, to the maximum extent permitted by law, to be
managed as an integral part of the strategic worldwide system of the Enterprise
to maximize the profits of the Company and the Enterprise. The Enterprise shall
coordinate the business and activities of the Company with those of its other
businesses within the economic and strategic control of the Enterprise,
including those activities relating to non-financial measures of performance,
business opportunities, global sales, marketing, customer service, production
and purchasing efforts, other business policies and procedures and strategic
relationships with others. As a Member of the Company, ACOA shall act in a
manner that is fair and reasonable to the Company, WMC-F, WMC-D, ASC and to ACOA
in managing the related activities of ACOA within the Company and the Enterprise
with those outside the Enterprise. The Members will further cause the
primary metals operations of the Company to be closely coordinated with the
Primary Metals Division of ACOA. ACOA shall ensure that any dealings between the
Company and its Affiliates and ACOA and its Affiliates shall be conducted on an
arm's length basis.

                                   ARTICLE VII

                                    OFFICERS

Section 7.1 Designation of Officers. The Board at its annual meeting shall
elect, by decision by a majority of the entire Board, a Chairman, one or more
presidents, one or more controllers and such other officers and assistant
officers as the Board may deem appropriate.

Section 7.2 Term of Office. Each officer and assistant officer shall hold office
until the annual meeting of the Board next following the meeting of the Board at
which such officer or assistant officer is elected, except in the case of
earlier death, resignation or removal.

                                       10

<PAGE>

Section 7.3 Presidents. The Company shall be organized consistent with the
existing organizational structure of ACOA, which is currently operated as two
divisions, the Bauxite and Alumina Division and the Industrial Chemicals
Division, and each division of the Company shall be managed by a division
president. Each division president shall have such powers and perform such
duties as the Board may from time to time delegate to such president. Subject to
the provisions of this Agreement, each president shall have the power and
authority to run the day-to-day business of his divisions, including without
limitation, delegating to operations managers of each of his divisions.

Section 7.4 Controllers. A controller shall also be appointed to each division.
Each controller shall be responsible for the implementation of accounting
policies and procedures, the installation and supervision of all accounting
records, including the preparation and interpretation of financial statements,
the compilation of production costs and cost distributions and the taking and
valuation of physical inventories. The controller shall also be responsible for
the maintenance of adequate records of authorized appropriations and the
approval for payment of all checks and vouchers. The controller shall, in
general, perform all duties incident to the office of controller. The foregoing
shall be accomplished in a manner consistent with policies and procedures
established by, for or with respect to ACOA.

Section 7.5 Assistant Officers. Each assistant officer shall have such powers
and perform such duties as may be delegated to such assistant officer by the
officer to whom such assistant officer is an assistant or, in the absence or
inability to act of such officer, by the officer to whom such officer reports.

                                       11

<PAGE>

                                  ARTICLE VIII

                                    PERSONNEL

Section 8.1 Secondment. It is expected that WMC-D or WMC-F or their parent,
subsidiary or affiliated entities, as the case may be, will second to the
Company from time to time employees whose skills or experience are necessary for
the support of the operations of the Company, as and to the extent determined by
the management of WMC-D, WMC-F, ASC, ACOA and the Company. ACOA will advise
WMC-D and WMC-F of all available positions within the Company for which WMC-D or
WMC-F has indicated that it may have qualified candidates. ACOA will determine
if the WMC-D or WMC-F candidate is the best person for the position,
acknowledging the interest of WMC in having certain of its employees gain
experience in the alumina and chemicals businesses. All employees seconded to
the Company shall be retained by the Company subject to the reasonable
employment standards and policies established from time to time by the Company.
The extent of such secondment shall be determined by the Board of the Company,
subject to the review and advice of the Strategic Council.

Section 8.2 Compensation. The provider of an employee seconded to the Company
shall pay salaries, bonuses, retirement allowances and the employer's portion of
social security payments and other payments to, or on behalf of, such seconded
employee in accordance with its rules and regulations applicable to seconded
employees. In the event that the compensation paid by a provider to an employee
seconded by it is less than the compensation applicable to such seconded
employee as established by the Company, then the Company shall pay to such
seconded employee the difference between such amounts. The Company shall
reimburse each provider for the actual amount of all payments of salaries,
bonuses, retirement allowances, the employer's portion of social security
payments and other payments made by such provider with respect to each employee
seconded by it, provided that such amounts are consistent with the then
applicable rules and regulations regarding compensation for seconded employees
established by the Company. Such reimbursements shall be made on a monthly basis
by the end of each month for the payments made during that month.

                                       12

<PAGE>

                                   ARTICLE IX

                    OWNERSHIP INTEREST TRANSFER RESTRICTIONS

Section 9.1       General Restrictions on Transfer.

(a) Transfers Other Than to Affiliates of Members. Except as otherwise provided
in Subsection (b) of this Section 9.1 (relating to permitted transfers to
Affiliates of Members), no Member may sell, transfer or assign (hereinafter in
this Article IX referred to interchangeably as "Transfer") to any individual or
entity (each a "Transferee") all or any portion of an Interest (including,
without limitation, any interest in Company capital, income, gain, loss,
deduction or credit, or any items thereof) unless (i) such Transfer is expressly
permitted under this Article IX, and (ii) such Transferee first executes an
instrument reasonably satisfactory to the Board, accepting and agreeing to all
of the terms and conditions of this Agreement (including specifically, without
limitation, this Article IX), including a counterpart signature page to this
Agreement. The Transferee of a Transfer of all or any portion of an Interest
that satisfies all of the foregoing requirements of this Subsection (a) or all
of the requirements of Subsection (b) of this Section 9.1 shall be admitted as a
Member of the Company effective immediately prior to the effective time of such
Transfer; if the Member who made such Transfer assigned its entire Interest,
such Member shall cease to be a member of the Company immediately following such
admission; and the Company shall not dissolve, and the business of the Company
shall be continued by the remaining Members (including the Transferee) without
dissolution.

(b) Transfers to Affiliates of Members. Notwithstanding the provisions of
Subsection (a) of this Section 9.1, any Member may, without the consent of any
other Members, and without first making any Offer to other Members as described
in Section 9.3(b) hereof, Transfer all or any portion of such Member's Interest
to an Affiliate (as defined in the Master List of Definitions contained in
Exhibit B attached hereto) of such Member, provided, however, that (i) such
Affiliate must satisfy all of the requirements of Subsection (a) of this Section
9.1 that are applicable to Transfers to Transferees that are not Affiliates of
Members; and (ii) no such Transfer to such Affiliate shall be permitted under
this Subsection (b) if such Transfer would result in the transferring Member's
breaching the provisions of Section 9.3(a) hereof (relating to the 21%
Limitation) with respect to any portion of the Interest the transferring Member
desires to Transfer to such Affiliate. If all of the foregoing requirements of
this Subsection (b) are satisfied, such Affiliate shall be admitted as a Member
of the Company in accordance with the provisions of Subsection (a) of this
Section 9.1.

                                       13

<PAGE>

Section 9.2   Permissible Transfers by ACOA and ASC.

(a) Passive Investor. Notwithstanding the provisions of Section 9.1(a) hereof,
but specifically subject to the provisions of Section 9.3(a) hereof (relating to
the 21% Limitation), if, at any time during the term of this Agreement, ACOA
and/or ASC 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 any Affiliate
boards, consent to such Transfer by WMC-F and WMC-D shall not be required and
ACOA and/or ASC, as appropriate, shall not be required to make any Offer to the
other Members as described in Section 9.3(b) hereof. Such investor shall only
receive business information about the Company that is required by the law
governing the Company, as reflected in this Agreement, plus additional
information as is believed reasonable by ACOA as being appropriate for the
particular investor and consented to by WMC-F and WMC-D, which consents may be
withheld in their sole discretion. Said investor shall be entitled to share in
the distributions of the Company in proportion to its Percentage Interest in the
Company. ACOA and/or ASC, as appropriate, shall give not less than thirty (30)
days prior written notice to WMC-D and WMC-F of its intent to so Transfer such
part of its Interest, and upon such Transfer, the investor shall be admitted as
a Member of the Company in accordance with the provisions of Section 9.1(a)
hereof.

(b) Active Investor. Notwithstanding the provisions of Section 9.1(a) hereof,
but specifically subject to the provisions of Section 9.3(a) hereof (relating to
the 21% Limitation), if, at any time during the term of this Agreement, ACOA
and/or ASC desires to Transfer a portion of its Interest that is a nine percent
(9%) or less Percentage Interest in the Company to an investor, ACOA and/or ASC,
as applicable, must first obtain the consents of WMC-D and WMC-F to such
Transfer, which consents shall not be unreasonably withheld, but ACOA and/or
ASC, as applicable, shall not be required to make any Offer to other Members as
described in Section 9.3(b) hereof, and neither WMC-D nor WMC-F shall have any
right pursuant to Section 9.3 hereof to purchase any part of such portion of the
Interest of ACOA and/or ASC. ACOA and/or ASC, as applicable, 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-D or WMC-F, whichever is
later, and ACOA and/or ASC shall deliver to such investor at the closing all
requisite and duly executed forms of transfer against payment for the portion of
the

                                       14

<PAGE>

Interest being Transferred. At the closing, the investor shall be admitted as a
Member of the Company in accordance with the provisions of 9.1(a) hereof.

(c) Aggregate 9% Transfers. Notwithstanding the foregoing provisions of this
Section 9.2, the aggregate Percentage Interest that may be Transferred by ACOA
and ASC, individually and collectively, during the entire term of this Agreement
under both Subsection (a) and Subsection (b) of this Section 9.2 shall not
exceed a nine percent (9%) Percentage Interest in the Company.

Section 9.3       21% Limitation:  Offers to Other Members.

(a) 21% Limitation. Notwithstanding (i) any of the foregoing provisions of this
Article IX, (ii) any other provisions of this Agreement, or (iii) any provisions
contained in any other agreement, document or instrument (whether or not
incorporated or referred to in this Agreement), at all times during the term of
this Agreement, Interests of the Members that, in the aggregate, represent not
less than twenty-one percent (21%) of all Percentage Interests in the Company at
each such time may not be Transferred to any individual or entity (including,
without limitation, any Transfer to an Affiliate of any member as described in
Section 9.1(b) hereof) without the prior written consent of all Members (the
"21% Limitation"). The 21% Limitation shall be applied in the following manner:

(i) Except as otherwise provided in Clause (iii) or (iv) of this Subsection (a)
below, from and after the execution of this Agreement and until an aggregate
seventy-nine percent (79%) Percentage Interest in the Company has been
Transferred, the 21% Limitation shall not apply to any Transfer, but from and
after the first time at which an aggregate seventy-nine (79%) Percentage
Interest has been so Transferred, all subsequent Transfers of all or any portion
of any Interest in the Company shall require the prior written consent of all
Members; provided, however, that no such consent to any such subsequent Transfer
by any Member that acquired a nine percent (9%) or less Percentage Interest in
the Company pursuant to Subsection (a) and/or Subsection (b) of Section 9.2
hereof shall be required with respect to the Interest so acquired by such Member
pursuant to Section 9.2 (but shall be required with respect to any other
Interest in the Company held by such Member), and any reference in this Article
IX to the prior written consent of all Members under this Subsection (a) shall
be deemed not to require the consent of such Member with respect to the Interest
it acquired pursuant to Section 9.2 hereof.

                                       15

<PAGE>

(ii) As among the current Members of the Company, the overall 21% Limitation
shall initially be composed of the following Percentage Interests now held by
the current Members (each a "Designated Percentage Interest"):

         (A) a fourteen percent (14%) Percentage Interest in the case of WMC-D
         (so that the remaining twenty-six percent (26%) Percentage Interest of
         WMC-D and WMC-F in the aggregate is not a Designated Percentage
         Interest); and

         (B) a seven percent (7%) Percentage Interest in the case of ACOA (so
         that the remaining fifty-one percent (51%) Percentage Interest of ACOA
         and ASC in the aggregate is not a Designated Percentage Interest);

(iii) Notwithstanding the provisions of Clause (i) of this Subsection (a) above,
if at any time during the term of this Agreement the Percentage Interest of
WMC-D or the Percentage Interest of ACOA is reduced to a percentage less than
the Designated Percentage Interest of WMC-D or ACOA, as the case may be, as a
result of adjustments made to the Capital Accounts of the Members pursuant to
the Tax Protocol or for any other reason (other than (A) a Transfer by WMC-D or
ACOA, as the case may be, of all or a portion of its Designated Percentage
Interest with the prior written consent of all Members pursuant to this
Subsection (a); or (B) the admission to the Company of any new Member, other
than as the result of a Transfer of all or a portion of any Member's Interest,
as described in Clause (iv) of this Subsection (a) below), no subsequent
Transfer of any Interest or portion of any Interest shall be permitted without
the prior written consent of all Members unless, prior to such Transfer, all or
any required portion of the Percentage Interest held at such time by any other
Member or Members is designated in a writing signed by all of the Members as a
replacement Designated Percentage Interest (each a "Replacement Designated
Percentage Interest") to the extent necessary to bring the aggregate of all
Designated Percentage Interests back to not less than twenty-one percent (21%).

(iv) Notwithstanding any other provision of this Agreement or any provision of
any other agreement, document or instrument (whether or not incorporated or
referred to in this Agreement), no new Member (a "Potential Member"), including,
without limitation, any Affiliate of a Member, shall be admitted to the Company
as a Member (other than as a result of a Transfer of an Interest or portion of
an Interest that is permitted under

                                       16

<PAGE>

any of the foregoing provisions of this Article IX) if the effect of the
admission of such Potential Member would be to reduce the aggregate of all
Designated Percentage Interests to less than twenty-one percent (21%), unless,
prior to the admission of such Potential Member, one or more Replacement
Designated Percentage Interests are designated in a writing signed by all
Members and by the Potential Member to the extent necessary to maintain the
aggregate of all Designated Percentage Interests at not less than twenty-one
percent (21%).

(v) In the event of a Transfer of all or any portion of a Designated Percentage
Interest pursuant to, and in accordance with, any of the foregoing provisions of
this Article IX, such Designated Percentage Interest, or the portion thereof so
Transferred, shall remain a Designated Percentage Interest in the hands of the
Transferee thereof for all purposes of this Article IX, and any
subsequent Transfer of, or reduction in the size of, such Designated Percentage
Interest or any portion thereof by such Transferee (or any successors
Transferee) shall trigger the application of the relevant foregoing provisions
of this Subsection (a).

(vi) The Transfer of all or any portion of a Designated Percentage Interest with
the prior written consent of all Members pursuant to the foregoing provisions of
this Subsection (a) shall, nevertheless, also be subject to the Offer
requirements of Subsection (b) of this Section 9.3.

(vii) In the event any Member's Percentage Interest (as such term is defined in
Section 1.1 hereof) shall, at any time during the term of this Agreement, exceed
such Member's share, expressed as a percentage, of Company capital, income,
gain, loss, deduction or credit within the meaning of Section 5.02(2) of Revenue
Procedure 95-10, 1995-3 Internal Revenue Bulletin 20, the lowest percentage
share of such Member in any item of Company capital, income, gain, loss,
deduction or credit shall be deemed to be such Member's Percentage Interest
solely for purposes of the 21% Limitation set forth in the first sentence of
this Section 9.3(a).

(b) Offers to Other Members. Except as otherwise provided in Section 9.1(b) or
Section 9.2 hereof, if at any time during the term of this Agreement any Member
desires to Transfer all or any portion of its Interest (including without
limitation, the Transfer of all or any portion of a Designated Percentage
Interest with the prior written consent of the requisite Members pursuant to
Subsection (a) of this Section 9.3), such Member

                                       17

<PAGE>

shall first make an offer in writing delivered to all of the other Members (an
"Offer") to sell such Interest or portion thereof to the other Members in
accordance with the provisions of Section 9.4 and 9.5 hereof. For purposes of
this Subsection (b) and Section 9.4 and 9.5 hereof, so long as ACOA and ASC, or
either of them, has any Interest and WMC-D and WMC-F, or either of them, also
has any Interest, the aggregate Interests of ACOA and ASC shall be treated as a
single Member unit (the "ACOA Unit") and WMC-D and WMC-F shall likewise be
treated as a single Member unit (the "WMC Unit"), and any offers with respect to
the ACOA Unit or any portion thereof shall be made to and may be accepted by
only the WMC Unit, and likewise any Offers with respect to the WMC Unit or any
portion thereof shall be made to and may be accepted by only the ACOA Unit.

Section 9.4 Options. For a period of forty-five (45) days from and after the
receipt of an Offer from any Member (the "Transferring Member"), each of the
other Members (each a "Purchasing Member") shall have the option (each an
"Option") either to: (a) purchase (either directly or by an Affiliate of the
Purchasing Member) its pro rata share of the Transferring Member's Interest
available for sale based upon such Purchasing Member's then current
 Percentage Interest in the Company (excluding the Transferring
Member's Percentage Interest) upon the same terms and conditions as specified in
the Offer; or (b) decline to purchase the Transferring Member's Interest so
available, in which case the remaining Member may purchase said Interest. During
the foregoing forty-five (45) day period, the Transferring Member shall furnish
to all other Members such further evidence as they may reasonably require to
enable them to establish the bona fides of the Offer.

Section 9.5   Election of Options.
(a) Purchase by Other Member(s). If any Purchasing Member elects to purchase its
share of the Transferring Member's Interest available for sale pursuant to
Section 9.4(a) 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 of transfer against payment for
the Transferring Member's Interest being sold upon the same terms as set forth
in the Offer. At the closing, the designee of such Purchasing

                                       18

<PAGE>

Member(s), if any has been designated, shall be admitted as a Member of the
Company simultaneously with the Transfer by the Transferring Member of its
Interest available for sale, and upon a Transfer by the Transferring Member of
its entire Interest, the Transferring Member shall cease to be a member of the
Company.

(b) Election Not to Purchase. If the Purchasing Members do not exercise their
respective Options to purchase all of the Transferring Member's Interest that is
the subject of the Offer pursuant to Subsection (a) of this Section 9.5 or fail
to elect any Option granted in Section 9.4 above within the said forty-five (45)
day 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 (as defined in the Master List of Definitions attached as
Exhibit B hereto) of any Purchasing Member; provided, however, that the
prospective purchaser, concurrently with such sale, agrees in a written
undertaking, in form and substance reasonably acceptable to the Board, to be
bound by the terms of this Agreement and the Charter and to be a party to this
Agreement 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 day (45) period. If the prospective purchaser is a
Competitor of any Purchasing Member, the Transferring Member shall only be
entitled to sell its Interest to the Competitor if all of the Purchasing Members
consent to the sale of the Transferring Member's Interest upon
the terms and conditions specified in the Offer, which consent the Purchasing
Members may withhold in their sole discretion. In the event the Purchasing
Members consent to the sale of the Transferring Member's Interest as provided in
this Section 9.5(b), the prospective purchaser shall be admitted as a Member of
the Company simultaneously with the Transfer by the Transferring Member of its
Interest, and upon a transfer by the Transferring Member of its entire Interest,
the Transferring Member shall cease to be a Member of the Company. If any
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 Members 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
Section 9.5, the Transferring Member's Interest shall not be free from the
restrictions contained in this

                                       19

<PAGE>

Article IX, and such Transferring Member's Interest shall not thereafter be sold
unless the provisions of this Article IX shall again be complied with.

Section 9.6 Recognition by Company of Transfers. No Transfer, or any part
thereof, that is in violation of this Article IX shall be valid or effective,
and the Company, the Members and the Board shall not recognize the same for the
purpose of making any distributions to Members with respect to such Interest or
part thereof. The Company, the nontransferring Members and the Board shall incur
no liability as a result of refusing to make any such distributions to the
Transferee of any such invalid Transfer.

                                    ARTICLE X

          LEVERAGING; DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES.

Section 10.1 Leveraging Policy. The leveraging policy of the Company shall be to
maintain a limit of debt (net of cash) in the aggregate equaling thirty percent
(30%) of the Total Capital of the Company.

Section 10.2 Distribution Policy. Distributions are subject to the distribution
policy set forth in Section 10 of the Charter of the Strategic Council and the
allocation rules set forth in Section 3.1 of the Tax Protocol.

Section 10.3 Allocation of Profits and Losses. It is the general intention of
the Members that the profits and losses of the Company, except as otherwise
provided in the Tax Protocol, shall be allocated with an aggregate 60% of such
profits or losses to ACOA and ASC, and an aggregate 40% of such profits or
losses to WMC-D and WMC-F. Notwithstanding the immediately preceding sentence,
profits and losses of the Company shall be calculated and allocated in
accordance with Article 2 of the Tax Protocol.

                                       20

<PAGE>

                                   ARTICLE XI

                   LIABILITY, EXCULPATION AND INDEMNIFICATION

Section 11.1 Limited Liability. Except as otherwise provided by the Act and the
terms of the Formation Agreement, the debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and no Member or
Representative shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member or Representative,
as the case may be, of the Company. Except as otherwise required by law, a
Member, in its capacity as such, shall have no liability in excess of (a) the
amount of its capital contribution to the Company; (b) its share of any
undistributed profits of the Company; (c) its obligations to make other payments
expressly provided for in this Agreement; and (d) the amount of any
distributions wrongly distributed to it.

Section 11.2 Exculpation. No Covered Person, defined above, shall be liable to
the Company, the Members or Representatives or any other person or entity who
has an interest in the Company for any loss, damage or claim incurred by reason
of any act or omission performed or omitted by such Covered Person in good faith
on behalf of the Company and in a manner reasonably believed to be within the
scope of the authority conferred on such Covered Person by this Agreement,
except that a Covered Person shall be liable for any such loss, damage or claim
incurred by reason of such Covered Person's gross negligence or willful
misconduct.

Section 11.3  Indemnification.
(a) Indemnification Granted. Every Covered Person shall, if not prohibited by
law, be indemnified by the Company in accordance with the indemnification
provisions set forth in Article V of the By-Laws of ACOA, as they may be amended
from time to time, which Article is incorporated herein by reference.

(b) Section 11.3 Not Exclusive; Survival of Rights. The rights of
indemnification provided in this Section 11.3 shall be in addition to any rights
to which any Covered Person may otherwise be entitled by contract or as a matter
of law; and in the event of such Covered Person's death, such rights shall
extend to the heirs and legal representatives of such Covered Person.

                                       21

<PAGE>

Section 11.4 Outside Business. Except as provided in the Charter, any Member or
Affiliate thereof may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Company, and the Company and the Members shall
have no right by virtue of this Agreement in and to such independent venture or
the profits derived therefrom, and the pursuit of any such venture shall not be
deemed wrongful or improper.

                                       22

<PAGE>

                                   ARTICLE XII
                     BOOKS AND RECORDS; REPORTS; TAX RETURNS

Section 12.1  Auditors.  The Members shall cause Coopers & Lybrand to be
appointed as the Company's initial independent financial auditors.

Section 12.2 Location of Books. The books and records of the Company shall be
maintained at the principal place of business of the Company, or elsewhere as
the Board may determine. The books and records of the Company shall be available
for review by the Members, including their auditors, upon reasonable advance
notice, during regular business hours, for any purpose reasonably related to
their Interests.

Section 12.3 Maintenance of Books; Financial Reports. The books and financial
records of the Company shall be maintained according to U.S. GAAP, consistently
applied. The Company shall provide to each Member, within ten (10) days
following the end of each month, quarter and fiscal year, such financial reports
(balance sheet, income statement and supporting data) as each Member shall
reasonably require for the purposes of its financial reporting; provided,
however, that upon the request of any Member and at the Company's expense, the
Company shall prepare, and the Company's independent financial auditors shall
review, financial statements which satisfy such Member's financial reporting
requirements.

Section 12.4 Audits. The Members shall cause an annual audit (utilizing U.S.
GAAP) of the Company to be made as of December 31 of each year. Any Member may
cause a private audit of the Company each year, separate and apart from the
annual audit described in the immediately preceding sentence; provided, however,
that any such private audit shall be conducted at the expense of the Member that
causes such audit.

Section 12.5 Tax Returns. The Members agree that the Company shall be
responsible for the preparation and timely filing of all required federal, state
and local tax and information returns of the Company. The Members agree that the
Company will either prepare the necessary tax and information returns
internally, or enlist the services of a tax preparation and/or consultation
firm, and the Company will provide a copy of each such tax or information return
filed on its behalf to each Member promptly following such filing. ACOA may
prepare Form 1065, U.S. Partnership Return of

                                       23

<PAGE>

Income, and other similar forms and applications on behalf of the Company if the
Members shall mutually agree.

                                  ARTICLE XIII
                               DISPUTE RESOLUTION

Section 13.1  Dispute Resolution.

(a) Board. All disputes, differences, controversies or claims between any of the
Members and related to the Company shall be initially discussed by the Board.
Any Member may refer a matter to the Board for a view to resolution by
delivering written notice describing the matter to all Representatives 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.

(b) Strategic Council. If the Board is unable to resolve the dispute by
unanimous consent within sixty (60) days, any Member may refer the matter for
further resolution to the Strategic Council of the Enterprise. Any Member may
refer a matter to the Strategic Council for resolution 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.

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

                                       24

<PAGE>

                                   ARTICLE XIV
                                TERM; DISSOLUTION

Section 14.1 Term. The term of the Company commenced as of the date the
Certificate of Formation of the Company was filed in the office of the Secretary
of the State of the State of Delaware and shall continue until the Company is
dissolved or otherwise terminated as provided in this Agreement. The existence
of the Company as a separate legal entity shall continue until the cancellation
of the Company's Certificate.

Section 14.2 Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following Liquidating Events: (a) the
written consent of all of the Members; (b) the death, retirement, resignation,
expulsion, bankruptcy or dissolution of any Member of the Company or the
occurrence of any other event under the Act that terminates the continued
membership of a Member in the Company, unless within ninety (90) days after the
occurrence of such an event, all of the remaining Members agree in writing to
continue the business of the Company and to the appointment, if necessary or
desired, effective as of the date of such event of one or more additional
Members; (c) the entry of a decree of dissolution under and in accordance with
Section 18-802 of the Act; or (d) the sale of all or substantially all of the
Property (as defined in the Master List of Definitions attached hereto as
Exhibit B). In the event an additional Member is admitted pursuant to 14.2(b),
to the fullest extent permitted by law, such admission shall be deemed effective
immediately prior to such death, retirement, resignation, expulsion, bankruptcy
or dissolution, and, immediately following such admission, the departing Member
shall cease to be a member of the Company.

Section 14.3 Winding up, Liquidation and Distribution on Dissolution of the
Company. Upon the dissolution of the Company, its business shall be wound up and
liquidated as rapidly as business circumstances permit. The liquidation and
winding up of the Company shall be handled by a liquidating trustee, which shall
be ACOA unless ACOA is bankrupt, does not hold the largest Percentage Interest
in the Company on the date of dissolution, has been expelled from the Company or
has been finally adjudicated to have breached its material obligations under
this Agreement. If ACOA is not the liquidating trustee, the Members shall, by
vote of a majority in interest of the Members, appoint a liquidating trustee;
provided, however, that the liquidating trustee may not be a Member or any
Affiliate of such Member if such Member is bankrupt on

                                       25

<PAGE>

the date of dissolution or has been finally adjudicated to have breached its
material obligations under this Agreement.

Section 14.4  Determination of Fair Market Value.  Upon dissolution and
liquidation of the Company, the fair market value of the Company shall be
determined as follows:

For a period of sixty (60) days beginning as of the date of occurrence of a
Liquidating Event set forth in Section 14.2, the fair market value of the
Company shall be negotiated by the Members. If any Member elects, an appraisal
of the assets of the Company shall be performed by a recognized appraisal firm,
the selection of which must be agreed to by all Members. If the Members are
unable to agree on an appraisal firm within ten (10) days of such election, then
ACOA together with ASC and WMC-D together with WMC-F shall each select an
appraisal firm. Such appraisals shall be performed and delivered to all Members
within ninety (90) days of the appraisal firms' selection, and the cost of each
appraisal firm shall be borne by the Member that selected such appraisal firm.
If the Members are unable to agree on a fair market value within ten (10) days
of receipt of each appraisal firm's valuation, then the fair market value shall
be the mid point between the two valuations ascribed by the two appraisal firms.

Section 14.5 Winding Up. As outlined in the Tax Protocol, upon the occurrence of
a Liquidating Event, the Company shall continue solely for the purposes of
winding up its affairs in an orderly manner, liquidating its assets, and
satisfying the claims of its creditors and Members, and no Member shall take any
action that is inconsistent with, or not necessary to or appropriate for, the
winding up of the Company's business and affairs. To the extent not inconsistent
with the foregoing, all covenants and obligations in this Agreement shall
continue in full force and effect until such time as the Company Property has
been distributed pursuant to this Section 14.5 and the Company's Certificate has
been canceled in accordance with the Act. All of the business and affairs of the
Company shall be liquidated and wound up and all of its assets shall be
distributed by the liquidating trustee as follows:

(a) First, to the creditors of the Company (other than Members who are
creditors) in satisfaction of the debts and liabilities of the Company (whether
by payment or the making of reasonable provision for payment thereof);

                                       26

<PAGE>


(b) Second, to Members that are creditors of the Company in satisfaction of the
debts and liabilities of the Company (whether by payment or the making of
reasonable provision for payment thereof); and

(c) At ACOA's option, the Capital Accounts of WMC-D and WMC-F may be liquidated
in cash. If ACOA so elects, ACOA may make an additional cash Capital
Contribution upon liquidation sufficient so that, if such funds are distributed
to WMC-D and WMC-F, their aggregate Capital Account balances will be reduced to
zero. Cash payments shall be made to the extent necessary to ensure that WMC-D
and WMC-F receive their aggregate Percentage Interest of the total value of all
assets distributed upon liquidation as determined in accordance with Section
14.4 above. For convenience, such additional Capital Contribution and
distributions may, at ACOA's election, be effected by direct payments from ACOA
to WMC-F and WMC-D. The provisions of this Section 14.5(c) shall be applied only
after giving full effect to all distributions pursuant to Sections 5.1 and 7.1
of the Tax Protocol.

(d) All remaining assets of the Company shall be distributed in kind to those
Members that contributed such in-kind assets in proportion to their respective
Capital Account balances.

                                   ARTICLE XV
                                  MISCELLANEOUS

Section 15.1 Registered Agent. The name and address of the registered agent of
the Company for service of process on the Company in the State of Delaware is
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, DE 19801.

Section 15.2 Registered Office. The address of the registered office of the
Company in the State of Delaware is The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, DE 19801.

                                       27

<PAGE>

Section 15.3 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Members and their respective successors, legal
representatives and assigns. This Agreement and any right or remedy or any duty
or obligation arising hereunder shall not be assignable or delegable in whole or
in part by any Member without the express prior written consent of the other
Members hereto and any such attempt to do so shall be deemed void ab initio.

Section 15.4. Resignation. Except as provided in Article IX, Ownership Interest
Transfer Restrictions, a Member may not resign from the Company or voluntarily
dissolve solely for purposes of terminating its Membership or the Company
without the prior written consent of the other Members.

Section 15.5 Expenses. Each Member hereto shall bear its own expenses, including
the fees of any attorneys, accountants, investment bankers or others engaged by
such Member, incurred in connection with this Agreement and the transactions
contemplated hereby except as otherwise expressly provided herein.

Section 15.6 Notices. All notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be in English and
in writing, either delivered by hand to such Member at its address set forth
below, or sent by postage prepaid certified mail (return receipt requested) or
airmail, or by reputable overnight or international courier, or by telex (with
confirmed answerback as set forth below), or by telegraph or telephonic
facsimile transmission, to such Member at its address and telex or facsimile
number (if applicable) set forth below, and shall be effective on the date of
receipt. The Member or Members receiving any notice pursuant to telex or
facsimile transmission shall send notice in accordance herewith of such receipt
not later than the business day next following the date of such receipt. A copy
of the text of any notice given by telegraph or telephonic facsimile
transmission shall be mailed by postage prepaid certified mail (return receipt
requested) or by reputable overnight courier, or delivered by hand, to the
address set forth below within a reasonable time thereafter, provided such
confirmation shall not be required if the recipient acknowledges receipt of the
notice. No notice to a Member shall be deemed received on a day that is not a
business day in the jurisdiction in which notices are to be addressed to such
Member. Any such notice shall not be effective until the next business day in
such jurisdiction. All notices shall be sent:

                                       28

<PAGE>

         If to ACOA, to:                   Aluminum Company of America
                                           425 Sixth Avenue
                                           Pittsburgh, Pennsylvania  15219-1850
                                           USA
                                           Attention:  Executive Vice President

         If to ASC, to:                    ASC Alumina, Inc.
                                           5 Burlington Square, 4th Floor
                                           P.O. Box 1491
                                           Burlington, VT  05402-1491
                                           Attention:  Executive Vice President

         If to WMC-D, to:                  WMC Alumina (USA) Inc.
                                           360 Collins Street
                                           Melbourne, Australia  3000
                                           Attention:  Corporate Secretary

         If to WMC-F, to:                  Westminer International Holdings
                                           Limited
                                           360 Collins Street
                                           Melbourne, Australia  3000
                                           Attention:  Corporate Secretary

Section 15.7 Amendments. This Agreement may not be amended, changed or
terminated orally and no waiver of compliance with any provision or condition
hereof and no consent provided for herein shall be effective unless evidenced by
an instrument in writing duly executed by a duly authorized officer or
representative of the proper Member or Members.

Section 15.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

Section 15.9 Section Headings. The Section and Subsection headings in this
Agreement are for convenience of reference only and shall not in any way limit
or otherwise affect the meaning hereof.

Section 15.10 Waivers. No waiver by any of the Members of any breach or failure
to comply with any provision of this Agreement shall be construed as, or
constitute, a continuing waiver of such provision or a waiver of any other
breach of, or failure to comply with, any other provision of this Agreement.

                                       29

<PAGE>

Section 15.11 Severability of Provisions. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction and which is not material in
implementing the intentions of the Members shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without
invalidating the remaining provisions or affecting the validity or
enforceability of any provision in any other jurisdiction.

Section 15.12 Third Parties. Nothing expressed or implied in this Agreement is
intended or shall be construed to confer upon or give to any person or entity
(other than the Members) any rights or remedies.

Section 15.13   Governing Law.  This Agreement shall be construed in accordance
with, and shall be governed by, the laws of State of Delaware, U.S.A., without
giving effect to the principles of conflicts of law thereof.

         IN WITNESS WHEREOF, WMC-D, WMC-F, ASC and ACOA have caused their duly
authorized representatives to execute this Agreement as of the day and year
first above written.

                                   WESTMINER INTERNATIONAL HOLDINGS LIMITED

                                           /s/ Hugh M. Morgan

                                   By:
                                       -------------------------------------



                                   WMC ALUMINA (USA) INC.

                                           /s/ Hugh M. Morgan

                                   By:
                                       --------------------------------------

                                       30

<PAGE>


                                   ASC ALUMINA, INC.

                                           /s/ Barbara S. Jeremiah

                                   By:
                                       --------------------------------------


                                   ALUMINUM COMPANY OF AMERICA

                                           /s/ Richard L. Fischer

                                   By:
                                       --------------------------------------

                                       31

<PAGE>

                                    EXHIBIT A
                                  TAX PROTOCOL



                                       32

<PAGE>

                                    EXHIBIT B
                           MASTER LIST OF DEFINITIONS



                                       33

<PAGE>

                                    EXHIBIT C
                        CHARTER OF THE STRATEGIC COUNCIL



                                       34

<PAGE>

                                    EXHIBIT D
                               FORMATION AGREEMENT



                                       35

</TEXT>
</DOCUMENT>
<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):





                                       10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>8
<FILENAME>dex996.txt
<DESCRIPTION>SIDE LETTER OF MAY 16, 1995
<TEXT>
<PAGE>

                                                                    Exhibit 99.6


May 16, 1995                                                   CONFIDENTIAL
                                                               ------------

Mr. Hugh Morgan
Managing Director
Western Mining Holdings Limited
360 Collins Street
Melbourne, Australia 3000

Dear Hugh:

During the course of our negotiations for the combination of our alumina and
chemical businesses, we agreed that there were certain clarifications and
amplifications that we should record regarding our mutual understandings of the
restrictions on the transfers of the various Enterprise Companies (which, for
ease of reference, we collectively call Alcoa World Alumina), as follows:

First Option on ACOA's Initial 9% Transfer.

One item of clarification concerns the restrictions on the transfer of ACOA's
initial 9% of any Enterprise Company, including Alcoa Alumina & Chemicals, LLC
("AAC"), which is the subject of the LLC Agreement among ACOA, ASC Alumina, Inc.
and two Affiliates of WMC, Westminer International Holdings Limited (referred to
as "WMC-F" and WMC Alumina (USA) lnc. (referred to as WMC-D).

It is the understanding of the parties that ACOA or an Affiliate shall have the
right to transfer this initial 9% interest in each Enterprise Company to a third
party without a first option right to WMC. This is more particularly described
in Section 12 of the Charter and has been implemented for AAC in Section 9.2 of
the LLC Agreement. It has been further agreed that the parties shall amend as
appropriate the constitutional documents of the Enterprise Companies to
memorialize the restrictions on transfer.

Notwithstanding the provisions of Section 12 of the Charter, Section 9.2 of the
LLC Agreement and the conforming provisions in any other constitutional document
of any Enterprise Company, ACOA hereby grants to WMC or an Affiliate a first
option on such 9% of the initial interest in each Enterprise Company that ACOA
or an Affiliate desire to transfer to a third party. At the Formation Date, the
parties agreed that this percentage is the 9% held by ACOA or an Affiliate that
would otherwise not have been subject to a first option to WMC, but this
percentage may be reduced from time to time depending on facts and
circumstances.

The procedure for this first option shall be the same as described in the LLC
Agreement except that:

     .    The consideration, including the price to be paid, to ACOA for any
          such interest shall be determined without considering any diminution
          in value due to the grant of this first option. To the

<PAGE>

          extent that the consideration is in any way adversely affected due to
          the existence of this first option, the first option shall be void.

     .    If WMC or an Affiliate acquires any or all of this initial interest,
          ACOA's first option on the interest of WMC and its Affiliates shall
          also extend to these additional interests in the Enterprise Companies
          held by WMC or its Affiliates.

     .    If WMC or its Affiliates do not elect to purchase an interest offered
          hereunder by ACOA or its Affiliates, then the transfer to any
          subsequent purchaser of these interests in the Enterprise Companies
          shall not include the grant to the purchaser of a first option over
          any other interest of ACOA, WMC or their Affiliates in an Enterprise
          Company.

     .    ACOA shall use reasonable efforts to ensure that any transfer of these
          initial interests in the Enterprise Companies are subject to a first
          option to WMC or an Affiliate with respect to any subsequent transfer
          by such purchaser. It is understood that ACOA need not pursue the
          first option if it would in any way, directly or indirectly, diminish
          the consideration to be received by ACOA or an Affiliate.

First Option on Transfers of Affiliates.

It was not the intention of the parties to permit the free transfer of
Affiliates that hold interests in an Enterprise Company. To prevent this, we
hereby confirm our understanding that ACOA and WMC shall each have a first
option with respect to the other's transfer of all or part of the interest of
WMC-F, WMC-D, ASC Alumina, Inc. or any other Affiliate of ACOA or WMC designated
to hold any or all of ACOA's or WMC's Percentage Interest in any Enterprise
Company. Such transfers shall include the sale, assignment or transfer by gift,
operation of law or otherwise of an interest in such Affiliate.

The procedure for this first option shall be the same as described in the LLC
Agreement. If the transferring party does not transfer its interest as provided
above in this letter, the transferring party's interest shall not be free from
the restrictions contained in this letter and such transferring party's interest
shall not thereafter be sold unless the provisions of this letter shall again be
complied with.

Adjustments to Transfer Restrictions Applicable to AAC.

It is understood that over the life of this combination of our alumina and
chemicals business, we may need to revisit from time to time such key matters as
the transfer restrictions on the interests in the Enterprise Companies to ensure
that AAC and the other Enterprise Companies are structured in a way that meets
our evolving commercial needs and in the most financially efficient manner.
Further, it is the intention that only WMC-D's Percentage Interest be subject to
transfer with consent and that none of WMC-F's interest in AAC be subject to any
transfer restriction other than the first option to ACOA and its Affiliates
described above. Our mutual agreement is to take such actions, including
amending any or all of the constitutional agreements, as is reasonably necessary
to achieve this understanding. For example and based on recent developments
since the Formation Date, the parties hereby agree to reduce the 25% Limitation
on transfers without consent referred to in Section 9.3 of the LLC Agreement to
a 21% Limitation. This reduction shall be one for one for both parties. WMC-D's
interest in AAC subject to transfer only with the

                                       2

<PAGE>

consent of another member shall be reduced to 14%. ACOA's percentage interest in
AAC similarly restricted is agreed to be reduced to 7%.

I trust that this reflects our mutual understanding on these matters. If so, can
you please so indicate below and return one copy of this letter to me.

Very truly yours,


Richard L. Fischer

Agreed as of the date of this letter:

Western Mining Corporation Holdings Limited


- ---------------------------------------
Hugh M. Morgan
Managing Director

WMC Letter.doc

                                       3

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