Letter of appointment

[Date]

[Name] [Address] [TOWN]

Dear [Name]

LETTER OF APPOINTMENT 1. I am pleased to confirm my invitation for you to join the Board of Mighty River Power Limited as a non-executive director.

Term of Appointment 2. I propose that you will be appointed by the Board at its meeting on [date]. You will be required to retire at the next annual meeting, and seek re-election by shareholders.

3. Assuming you are re-elected, you will hold office until: 

You resign;



You are removed from office, or not re-elected, by a resolution of shareholders;



You become disqualified from being a director pursuant to the Companies Act; or



You are absent without leave for six consecutive meetings of the Board, and the Board resolves that you should vacate office.

4. In terms of the Constitution and the NZX and ASX listing rules, you will be required to retire from office and stand for re-election by shareholders approximately every three years.

Policies 5. The Company has adopted a number of policies which govern or affect your role as a director. These include: 

Board Charter;



Corporate Responsibility Policy;



Market Disclosure Policy;



Nominations Committee Charter;



Stakeholder Communications Policy;



Trading In Company Securities Policy;

Level 14, ANZ Centre, 23-29 Albert Street, Auckland 1010. PO Box 90399, Auckland 1142, New Zealand PHONE + 64 9 308 8200 FAX + 64 9 308 8209



Risk Assurance and Audit Committee Charter;



Audit Independence Policy;



Code of Ethics;



Diversity Policy;



Human Resources Committee Charter; and



Risk Management Policy.

Copies of these can be found on the Company’s website under “Governance Documents” or obtained from the Company Secretary. You should familiarise yourself with these.

Time Commitment 6. I anticipate that your duties will involve a commitment of approximately 10 scheduled board meetings, appropriate preparation time ahead of those meetings, the Annual Shareholders’ Meeting, site visits and strategy days.

7. By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the Chair should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a director of the Company.

8. If you are asked to serve on one or more of the Board committees, that will be covered in a separate communication setting out the committee’s terms of reference, any specific responsibilities and any additional fees that may be involved.

Remuneration 9. Each director is paid a base fee which is currently $85,000 per annum. In addition, board committee fees (currently up to $106,250 in total for all directors and as allocated by the board) are payable. Fees are payable monthly in advance. The amount of fees may be changed at any time by shareholders. You will not be entitled to a retirement allowance.

10. The Company will reimburse you for all reasonable and properly documented expenses you incur in performing your duties. You should obtain the approval of the Chair to any expense, other than travel to board meetings and accommodation where necessary, before you incur it.

Conflict of Interest 11. The position as to conflicts of interest is dealt with in paragraph 12 of the Board Charter.

Trading In Securities 12. You must comply with the Trading in Company Securities Policy.

Access to Information and Independent Advice Level 14, ANZ Centre, 23-29 Albert Street, Auckland 1010. PO Box 90399, Auckland 1142, New Zealand PHONE + 64 9 308 8200 FAX + 64 9 308 8209

13. You are entitled to access Company information, and seek independent advice, on the basis set out in paragraph 11 of the Board Charter.

Indemnity and Insurance 14. The Company Secretary will provide you with a copy of the current directors’ and officers’ insurance policy, and of a deed of indemnity by the Company in your favour.

Confidentiality 15. The position as to confidentiality is dealt with in paragraph 5 of the Code of Ethics.

16. Please confirm your acceptance of the terms of your appointment by returning a signed and dated copy of this letter.

Yours sincerely

Joan Withers Chair

Level 14, ANZ Centre, 23-29 Albert Street, Auckland 1010. PO Box 90399, Auckland 1142, New Zealand PHONE + 64 9 308 8200 FAX + 64 9 308 8209