Exhibit 4.9
  Dutch law deed for certain Officeholders of JHINV and JHINV Subsidiaries
  Indemnitor  Indemnified Person




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Deed of access, insurance and indemnity
  Details
    
    1General terms
    
    31
    
    Interpretation
    
    31.1
    
    Definitions
    
    31.2
    
    General interpretation
    
    71.3
    
    Headings
    
    71.4
    
    Footnotes
    
    71.5
    
    Counterparts
    
    72
    
    Consideration
    
    73
    
    Access to documents
    
    83.1
    
    Access Rights
    
    83.2
    
    Request for Access Rights
    
    83.3
    
    Indemnitors obligations regarding access
    
    83.4
    
    Indemnitors obligation to maintain documents
    
    93.5
    
    Notification of privileged documents
    
    93.6
    
    Indemnified Persons obligations
    
    93.7
    
    Return of documents
    
    103.8
    
    Other rights of access preserved
    
    104
    
    Indemnities
    
    104.1
    
    Indemnities
    
    104.2
    
    Limit on Indemnities
    
    114.3
    
    Nature of indemnities
    
    124.4
    
    Payment of indemnified amounts
    
    124.5
    
    Currency
    
    134.6
    
    Payment of Legal Costs
    
    134.7
    
    Other insurance policies and indemnities
    
    144.8
    
    Repayment by Indemnified Person
    
    144.9
    
    Outside Entities
    
    144.10
    
    Multiple indemnities
    
    144.11
    
    Reasonable Costs
    
    155
    
    Conduct of Claim
    
    155.1
    
    Indemnified Persons undertakings
    
    155.2
    
    Conduct of Claim
    
    165.3
    
    Control of Claim
    
    165.4
    
    Legal advisers appointed by the Indemnified Person
    
    165.5
    
    Interpretation
    
    17
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6
    
    Insurance
    
    176.1
    
    Indemnitor to maintain insurance
    
    176.2
    
    Indemnified Persons undertaking in connection with insurance
    
    176.3
    
    Indemnified Persons acknowledgment in connection with insurance
    
    187
    
    Subrogation
    
    188
    
    Notices
    
    188.1
    
    Requirements for notices
    
    188.2
    
    When effective
    
    199
    
    Operation of the Previous Deed
    
    199.1
    
    Revocation
    
    199.2
    
    Preservation
    
    199.3
    
    Continuing indemnities
    
    1910
    
    General
    
    2010.1
    
    Exercise of rights
    
    2010.2
    
    Discretion in exercising rights
    
    2010.3
    
    Successors: Binding Agreement
    
    2010.4
    
    Reinstatement of rights
    
    2010.5
    
    VAT
    
    2010.6
    
    Variation and waiver
    
    2110.7
    
    Severability
    
    2110.8
    
    Governing law and jurisdiction
    
    21Signing page
    
    i
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Deed of access, insurance and indemnity
  Parties
    
    Indemnitor and Indemnified PersonIndemnitor
    
    Name
    
    James Hardie Industries N.V.Trade Register
    
    34106455(Amsterdam)Address
    
    Atrium 8th floorStrawinskylaan 30771077 ZX AmsterdamThe NetherlandsTelephone
    
    +31 (0) 20 301 2986Fax
    
    +31 (0) 20 404 2544Attention
    
    general counselEmail
    
    lIndemnified Person
    
    NameAddressTelephoneFaxEmail
 Recitals
    
    A
    
    The Indemnified Person has been appointed as or is
acting in the role of:a)
    
    a director, company secretary, public officer and/or
employee of the Indemnitor; and/orb)
    
    a director, company secretary, public officer and/or
employee of a JHINV Subsidiary; and/orc)
    
    a director, company secretary, public officer and/or
employee of an Outside Entity,
(an Officeholder).
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B
    
    The Indemnitor acknowledges that this deed
constitutes a formal request from the Indemnitor for
the Indemnified Person to act, or continue to act, as
an Officeholder.C
    
    As a condition of the Indemnified Person agreeing to
act (either at the date of this deed or any time after
the date of this deed) or continuing to act as an
Officeholder of:a)
    
    the Indemnitor;b)
    
    any JHINV Subsidiary; orc)
    
    an Outside Entity where the appointment or service
as an Officeholder is made or done at the request of
the Indemnitor,
the Indemnified Person has requested that the
Indemnitor enter into this deed.D
    
    The Indemnitor enters into this deed in order to
secure for itself and/or the JHINV Subsidiaries the
benefit of the Indemnified Person acting as an
Officeholder.E
    
    The Indemnitor has agreed to provide the covenants
and indemnities provided for under this deed and
acknowledges having received valuable consideration for
doing so.F
    
    This deed is not intended to replace or diminish any
Third Partys obligations to the Indemnified Person,
including any insurers obligation to indemnify the
Indemnified Person against any liability, or any other
indemnity granted by any JHINV Subsidiary except to the
extent stated in this deed.Date of deed
    
    See Signing page
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Deed of access, insurance and indemnity
  1
    
    Interpretation
 1.1
    
    DefinitionsThese meanings apply unless the contrary intention appears:Access Rightsmeans the rights referred to and contained in clause 3.1 to access and take
copies of the Company Books.ASICmeans Australian Securities and Investments Commission.Authoritymeans:
 (a)
    
    a Royal Commission, Board of Inquiry, Parliamentary Committee or similar
body;(b)
    
    ASIC, Australian Prudential Regulation Authority, Australian Competition
and Consumer Commission, Australian Securities Exchange and any other regulatory
authority;(c)
    
    a department of any Australian government or government of any other
jurisdiction;(d)
    
    SEC (the U.S. Securities and Exchange Commission);(e)
    
    NYSE (New York Stock Exchange);(f)
    
    a prosecutor, state attorney or attorney general, law enforcement agency or
other public authority;(g)
    
    an instrumentality, agent or appointee of the Crown in right of the
Commonwealth, in right of a State or in right of a Territory or the equivalent of any
of them in any other jurisdiction; and(h)
    
    any other body exercising statutory or prerogative power under any
applicable law.
 Board directie raad van commissarissen
 Board Papers
 (a)
    
    all existing and future Documents given or made available to Officeholders
of the Indemnitor or a JHINV Subsidiary or any of them in such capacity or tabled at
meetings of the Board or any
committee of the Board (including periodic Board papers, submissions, minutes,
letters, presentations, Board committee and sub-committee papers); and
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(b)
    
    any other Documents in the possession or control of the Indemnitor or a
JHINV Subsidiary which are referred to in any of those Documents,
  Claim
 (a)
    
    any Proceedings, including any formal written claim, cause of action,
action, demand or suit (including by way of contribution or indemnity and including
actions by or in the right of the Indemnitor or a JHINV Subsidiary) at law or in
equity (whether for damages or for declaratory, injunctive or other relief) however
commenced;(b)
    
    any investigation or inquiry by or initiated by any Authority or External
Administrator in any way connected with any Indemnified Persons Act;(c)
    
    any formal investigation or inquiry:
 (i)
    
    conducted by or initiated by the Indemnitor or a JHINV
Subsidiary concerning any Indemnified Persons Act; or(ii)
    
    to which it is reasonable in the circumstances for the
Indemnified Person to respond, where the investigation or inquiry is
concerning any Indemnified Persons Act;
 (d)
    
    any formal written claim, claim, cause of action, action, demand or suit
originated by the Indemnified Person, but only where the Indemnified Person has first
obtained approval by at least a 2/3 vote of all members of the managing board
(directie) of the Indemnitor holding office; or(e)
    
    any written or oral threat, complaint or demand that might reasonably
result in the Indemnified Person believing that any action referred to in paragraphs
(a) or (b) or (c) might be initiated.
 Company Books
 (a)
    
    a register;(b)
    
    any other record of information;(c)
    
    financial reports or financial records, however compiled, recorded or
stored;(d)
    
    a Document; and(e)
    
    the Board Papers,
  Corporations Act
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Details
 Document
 (a)
    
    any paper or other material on which there is writing or printing or on
which there are marks, figures, symbols or perforations having a meaning for persons
qualified to interpret them;(b)
    
    a disc, tape, hard drive or other article from which sounds, images,
writings or messages are capable of being reproduced; and(c)
    
    a disc, tape, hard drive or other article, or any material, from which
sounds, images, writings or messages are capable of being reproduced with or without
the aid of any other article or device,
  Effective Date
 Excluded Liability statuten
 External Administrator
 GST
 GST Law
 Indemnified Persons Act
 Insurance Policy
 Insurer
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JHINV Subsidiary dochtermaatschappij
 Legal Costs
 Liability
 Outside Entity
 Previous Deed 1
 Proceedings
 Retirement Date
 Supply
 Third Party
 VAT omzetbelasting
 
 1
    
    Delete for a newly appointed Indemnified Person. 6




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1.2
    
    General interpretationIn this deed unless the contrary intention appears:
 (a)
    
    (executors and administrators)a reference to the Indemnified Person
includes a reference to the Indemnified Persons personal representatives, executors
and administrators;(b)
    
    (variations or replacement)a reference to this deed includes any variation
or replacement of it;(c)
    
    (singular includes plural)the singular includes the plural and vice versa;(d)
    
    (person)the word person includes an individual and a body corporate;(e)
    
    (reference to statutes)a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations, amendments,
re-enactments or replacements of any of them;(f)
    
    (as an Officeholder)a reference to a Liability incurred as an
Officeholder of the Indemnitor, a JHINV Subsidiary or an Outside Entity includes a
reference to a Liability incurred by the Indemnified Person after the Retirement Date
to the extent the Liability relates to any Indemnified Persons Act occurring while
the Indemnified Person was an Officeholder of the Indemnitor, a JHINV Subsidiary or
an Outside Entity; and(g)
    
    (Officeholder)a reference to an Officeholder of a body corporate includes
a reference to the persons acting in the role of the members of the board of
directors and any equivalent corporate body (under applicable law) and company
secretary, public officer or employee of such body corporate.
 1.3
    
    HeadingsHeadings are for convenience only and do not affect the interpretation of this deed.1.4
    
    FootnotesThe footnotes to this deed are for information only and do not form part of this deed.1.5
    
    CounterpartsThis deed may be executed in counterparts. All counterparts when taken together are to be
taken to constitute one instrument.
 2
    
    ConsiderationThe Indemnitor enters into this deed for valuable consideration from the Indemnified
Person and receipt of that consideration is acknowledged.
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3
    
    Access to documents3.1
    
    Access RightsIt is acknowledged and accepted that the Indemnified Person shall have, to the fullest
extent permitted by applicable law, the right to access and take copies of the Company
Books.Without limiting the generality of the foregoing, the Indemnified Person may have access
to and take copies of the Company Books in connection with:
 (a)
    
    any investigation or inquiry by an Authority or External Administrator:
 (i)
    
    into the affairs of the Indemnitor or a JHINV Subsidiary
during the Indemnified Persons time as an Officeholder of the relevant
entity; or(ii)
    
    into any Indemnified Persons Act; and
 (b)
    
    any other purpose, if and to the extent approved by the managing board
(directie) of the Indemnitor or its delegate (such approval not to be unreasonably
withheld or delayed).
 Access Period
 3.2
    
    Request for Access RightsTo exercise Access Rights, the Indemnified Person must notify the Indemnitor specifying:
 (a)
    
    the reason the Indemnified Person wants Access Rights; and(b)
    
    to which Company Books the Indemnified Person wants Access Rights.
 3.3
    
    Indemnitors obligations regarding accessIf the request is one for which approval for access is required under clause 3.1 (b), the
Indemnitor agrees to promptly procure consideration of the request by its managing board
(directie) or its delegate and notify the Indemnified Person of its decision.If access is permitted under this deed, the Indemnitor agrees to, or, where relevant,
procure that the relevant JHINV Subsidiary:
 (a)
    
    allow the Indemnified Person access to the Company Books during normal
business hours at the principal office of the relevant entity or another place or
time agreed between the relevant entity and the Indemnified Person; and
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(b)
    
    if required by the Indemnified Person, provide free of charge to the
Indemnified Person a copy of any of the Company Books requested.
 3.4
    
    Indemnitors obligation to maintain documentsThe Indemnitor agrees to use reasonable endeavours throughout the Access Period to
maintain:
 (a)
    
    a complete set of Board Papers in an orderly fashion at a secure place; and(b)
    
    procure that each JHINV Subsidiary uses its reasonable endeavours to
maintain the Company Books in accordance with its usual practices and policies.
  3.5
    
    Notification of privileged documentsThe Indemnitor agrees to notify or, as applicable, to procure that the relevant JHINV
Subsidiary notifies the Indemnified Person:
 (a)
    
    if any Company Books to which the Indemnified Person is to be given or has
been given Access Rights are the subject of legal professional privilege in favour of
the Indemnitor or a JHINV Subsidiary; and(b)
    
    of the general nature of acts, omissions or conduct that could cause the
privilege to be waived, extinguished or lost.
 3.6
    
    Indemnified Persons obligationsThe Indemnified Person agrees:
 (a)
    
    to use Company Books to which Access Rights have been given only for the
permitted purpose;(b)
    
    to keep Company Books confidential except that, subject to paragraph (c),
the Indemnified Person may disclose them:
 (i)
    
    to the Indemnified Persons lawyers and expert advisors
retained by the Indemnified Person or those lawyers but only for the purpose
for which access is given to the Indemnified Person; and(ii)
    
    to the other parties to Proceedings in which the
Indemnified Person is a party if this is necessary for the purposes of those
Proceedings (but only those parts relevant to the Proceedings may be
disclosed),
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(c)
    
    if the Indemnified Person has been advised that privilege exists, not to
waive that privilege or do any act or omit to do any act which would cause that
privilege to be waived or extinguished without the consent of the Indemnitor or the
relevant JHINV Subsidiary (which must not be unreasonably withheld).
 3.7
    
    Return of documentsOn request from the Indemnitor, the Indemnified Person agrees to return to the Indemnitor
or relevant JHINV Subsidiary, as applicable, all copies of Company Books for which Access
Rights were granted when the permitted purpose has finished. This applies even after the
Access Period has ended.
 3.8
    
    Other rights of access preservedNothing in this deed limits or restricts any other right of access to the Company Books
the Indemnified Person has under any applicable law.
 4
    
    Indemnities4.1
    
    IndemnitiesTo the maximum extent permitted by law and subject to this deed, the Indemnitor
unconditionally and irrevocably indemnifies the Indemnified Person against any and all:
 (a)
    
    Claims or in respect of any Liabilities (including without limitation a
liability for negligence) arising from or in connection with an Indemnified Persons
Act (other than Legal Costs or civil penalties which are indemnified under paragraphs
(b) and (c));(b)
    
    civil penalties being pecuniary penalties imposed under legislation;(c)
    
    Legal Costs, not limited to taxed costs (i.e. costs reviewed and approved
by a court), actually and reasonably incurred by the Indemnified Person in defending,
or otherwise being represented in connection with a Claim or in respect of any
Liability;(d)
    
    reasonable Legal Costs actually incurred by the Indemnified Person in good
faith in obtaining legal advice for the purposes of making a claim for
indemnification or seeking legal advice in relation to any issues that may arise
under this deed in connection with making a claim for indemnification under this deed
or any insurance policy procured by the Indemnitor under clause 6;(e)
    
    reasonable Legal Costs actually incurred by the Indemnified Person in good
faith in connection with any civil, criminal, administrative, investigative or
arbitral proceedings, mediation or other form of alternative dispute resolution
(whether or not held in conjunction with any civil, criminal, administrative or
arbitral proceedings) in which the Indemnified Person is made a witness by reason of
the fact of his service as an Officeholder of the Indemnitor, a JHINV Subsidiary or
an Outside Entity;
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(f)
    
    reasonable Legal Costs actually incurred by the Indemnified Person in good
faith in obtaining legal advice on issues relevant to their performance of their
functions and the discharge of their duties as an Officeholder of the Indemnitor, a
JHINV Subsidiary or an Outside Entity (other than Legal Costs (i) incurred in
connection with a Claim or in respect of any Liability which are indemnified on the
basis specified in paragraph (c), (ii) indemnified on the basis specified in
paragraph (d), or (iii) indemnified on the basis specified in paragraph (e)) if that
expenditure has been approved by the Indemnitor in accordance with the Indemnitors
articles of association (statuten); and(g)
    
    any social security premiums or other taxes which are payable by or on
account of the Indemnified Person as a result of the event or circumstances
indemnified against and the Indemnified Persons actual or deemed receipt of any
payment hereunder.
 4.2
    
    Limit on IndemnitiesSubject to paragraphs (e) and (f) of this clause, the Officeholder is not entitled to the
indemnities contained in this deed to the extent that a Dutch court has established in a
final and non-appealable decision that the Liability is in connection with an Indemnified
Persons Act which may be characterized as being:
 (a)
    
    wilful misconduct (opzet);(b)
    
    intentional recklessness (bewuste roekeloosheid);(c)
    
    seriously imputable (ernstig verwijtbaar); or(d)
    
    not in good faith (te kwader trouw) or in a manner the Officeholder
reasonably could not believe to be in or not opposed to the best interests of the
Indemnitor or relevant JHINV Subsidiary, as applicable, or, with respect to any
criminal action or proceeding, had no reasonable cause to believe that the
Officeholders conduct was lawful;
   (e)
    
    otherwise provided for by Dutch law; or(f)
    
    in view of the circumstances of the case, the managing board (directie) of
the Indemnitor provides otherwise based on standards of reasonableness and fairness.
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(g)
    
    The termination of any Claim by a judgement, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that (i) the Indemnified Persons Act may be characterized as being
wilful misconduct (opzet), intentional recklessness (bewuste roekeloosheid) or
seriously imputable (ernstig verwijtbaar), (ii) the Indemnified Person did not act in
good faith or did not act in a manner which the Indemnified Person reasonably could
have believed to be in (or not opposed to) the best interests of the Indemnitor or
the relevant JHINV Subsidiary, as applicable, or, (iii) with respect to any criminal
action or proceeding, the Indemnified Person had no reasonable cause to believe that
the Indemnified Persons conduct was lawful.
 4.3
    
    Nature of indemnities
 (a)
    
    The indemnities in this deed:
 (i)
    
    are continuing obligations, independent of the
Indemnitors other obligations under this deed and survive the termination
of this deed; and(ii)
    
    extend to Liabilities arising out of Claims made after
the Indemnified Person has ceased being an Officeholder of the Indemnitor or
a JHINV Subsidiary or an Outside Entity.
 (b)
    
    It is not necessary for the Indemnified Person to incur expense or make
payment before enforcing a right of indemnity under this deed.(c)
    
    The Indemnitors obligations under this deed are a primary obligation and
the Indemnified Person is not obliged to proceed against or enforce any other right
against any person or property or demand payment from any other person before making
a demand for payment by the Indemnitor under this deed.(d)
    
    The Indemnitors obligations under this deed are absolute and
unconditional. They are not subject to any set-off, counterclaims or conditions. In
particular, the Indemnitors obligations will not be affected by anything which might
abrogate, prejudice or limit them or the effectiveness of this deed.(e)
    
    The Indemnitor waives in favour of the Indemnified Person all rights at law
or otherwise against any person or property so far as necessary to give effect to
this deed.
 4.4
    
    Payment of indemnified amountsIf the Indemnified Person is entitled to be indemnified under this deed for a Liability
which is due and payable, the Indemnitor agrees to pay that amount at the direction of the
Indemnified Person to discharge the Liability. Payment is to be made within 30 days of
the date on which the Indemnified Person provides evidence reasonably satisfactory to the
Indemnitor that the:
 (a)
    
    Indemnified Person has incurred the Liability; and(b)
    
    amount is due and payable,
or within such shorter time provided that the Indemnified Person can demonstrate that such
a Liability is payable within a shorter time.
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4.5
    
    Currency
 (a)
    
    Currency of payment
 (i)
    
    The Indemnitor must pay all money payable by it under
this deed in the currency reasonably required by the Indemnified Person.(ii)
    
    If the Indemnified Person accepts a payment under this
deed in a currency other than that in which payment is required by clause
4.5(a)(i), that payment will not satisfy the amount due for payment except
to the extent that the Indemnified Person could buy (either directly or
through a currency other than that in which the payment is due) with the
payment received the required currency within a reasonable time of receipt
after the deduction of all costs relating to the purchase.
 (b)
    
    Currency deficiencyIf there is any deficiency between:
 (i)
    
    an amount payable by the Indemnitor under this deed which
is received by the Indemnified Person in a currency other than the currency
payable under this deed because of a judgment, order or otherwise; and(ii)
    
    the amount produced by converting the payment received
from the currency in which it was paid into the currency in which it was
agreed to be paid either directly or through a currency other than that in
which it was agreed to be paid,
  (c)
    
    Exchange rateSubject to any express provision to the contrary, if for the purposes of this
deed it is necessary to convert one currency into another currency the conversion
must be effected using an exchange rate selected by
the Indemnified Person (acting reasonably) reflecting market conditions
(including transaction costs) at the time of conversion.
 4.6
    
    Payment of Legal CostsWithout limiting clause 4.1 and 4.4, to the maximum extent permitted by law, Legal Costs
and other Liabilities incurred by the Indemnified Person which may be indemnified under
clause 4.1 will be paid by the Indemnitor promptly as required in clause 4.4 and, where a
Claim is involved, in advance of the final determination of such Claim, provided that
amounts payable under this clause must be repaid if and to the extent required under
clause 4.8.
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4.7
    
    Other insurance policies and indemnitiesThe Indemnified Person is not obliged to claim under any indemnity or insurance policy
before claiming under this deed.
 4.8
    
    Repayment by Indemnified PersonThe Indemnified Person agrees to repay amounts paid by, or at the direction of, the
Indemnitor under this deed to or on behalf of the Indemnified Person in connection with a
Liability (including but not limited to any amounts paid pursuant to clause 4.6), within
30 days after receiving a written request from the Indemnitor specifying the amount to be
repaid, to the extent that:
 (a)
    
    the Liability is or becomes a Liability for which the Indemnified Person is
not entitled to be indemnified under this deed;(b)
    
    a court of competent jurisdiction determines that the Indemnified Person is
not entitled to be indemnified by the Indemnitor for the Liability; or(c)
    
    the Indemnified Person is reimbursed by a Third Party for the Liability, or
a Third Party satisfies the Liability directly.
   4.9
    
    Outside EntitiesIn this clause, Outside Entity means a body corporate which is not the Indemnitor or a
JHINV Subsidiary (and for this purpose includes another company, a partnership, joint
venture, trust or other enterprise but does not include the Asbestos Injuries Compensation
Fund Limited (ACN 117 363 461), ABN 60 Pty Limited (ACN 000 009 263), Amaca Pty Limited
(ACN 000 035 512) and Amaba Pty Limited (ACN 000 387 342)) where the Indemnified Person
has been appointed as an Officeholder of an Outside Entity at the request of the
Indemnitor or is serving, or continuing to serve, as an Officeholder at the request of the
Indemnitor. In that event the
Indemnified Person is indemnified by the Indemnitor in accordance with this deed against
any Claim and in respect of any Liability incurred in the capacity as an Officeholder of
the Outside Entity as if that Liability had been incurred in the capacity as an
Officeholder of the Indemnitor in accordance with clause 4.1.
 4.10
    
    Multiple indemnities
 (a)
    
    The indemnity given under this clause 4 is only available to the
Indemnified Person to the extent that an Indemnified Person is not actually
indemnified under any other indemnity given in favour of the Indemnified Person,
including but not limited to an indemnity from the Indemnitor, a JHINV Subsidiary or
an indemnity from an Outside Entity.
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(b)
    
    The Indemnitor is not obliged to make payments to the extent that the
Indemnified Person has already received payment from any other JHINV Subsidiary and
the Indemnified Person acknowledges he cannot claim payment from the Indemnitor to
the extent he recovers payment from a JHINV Subsidiary.
 4.11
    
    Reasonable CostsIf the parties do not reach agreement as to whether Legal Costs under clause 4.1 or 4.6
are reasonable within 30 days of the claim being made then either party may refer the
dispute to an expert on legal costs in the place where the dispute arises for
determination. The expert is to be the person nominated by the Chairman of the Board of
the Amsterdam Bar Association or a designee of such person who has regard to the place
where the dispute arises, unless the parties agree to another person before the Chairman
nominates the expert.Where an expert has been nominated under this clause to determine a dispute:
 (a)
    
    the expert will determine the procedures for determination of the dispute
and the allocation of costs and expenses in connection with the referral; and(b)
    
    the decision of the expert will be conclusive and binding on the parties in
the absence of manifest error.
 5
    
    Conduct of Claim5.1
    
    Indemnified Persons undertakingsThe Indemnified Person agrees:
 (a)
    
    to notify the Indemnitor as soon as possible after the Indemnified Person
becomes aware of any circumstances which could reasonably be expected to give rise to
a request by the Indemnified Person for indemnity under this deed, provided that the
failure to so notify Indemnitor will not relieve Indemnitor from any liability which
it may have to the Indemnified Person (except to the extent that the Indemnitor is
prejudiced by such failure);(b)
    
    to take any action and provide any information the Indemnitor reasonably
requires to avoid, dispute, defend or appeal any Claim which could reasonably be
expected to give rise to a request by the Indemnified Person for indemnity under this
deed;(c)
    
    to assist the Indemnitor to the best of the Indemnified Persons abilities
in any action the Indemnitor takes to avoid, dispute, defend or appeal any Claim
which may give rise to a request by the Indemnified Person for indemnity under this
deed;(d)
    
    not to admit liability for or settle any Claim which may give rise to a
request by the Indemnified Person for indemnity under this deed without the
Indemnitors consent (which must not be unreasonably withheld);
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(e)
    
    to notify the Indemnitor immediately of any offer of settlement or
compromise received from a person making a Claim; and(f)
    
    if the Indemnitor is entitled to act under clause 5.2, to do everything the
Indemnitor reasonably requests, to enable the Indemnitor to enforce its rights under
that clause or clause 5.3.
 5.2
    
    Conduct of ClaimWith respect to any Claim:
 (a)
    
    the Indemnitor shall be entitled to participate therein at its own expense;(b)
    
    except with prior written consent of the Indemnified Person, the Indemnitor
shall not be entitled to assume the defence of any Claim;(c)
    
    the Indemnitor shall not settle any Claim in any manner which would impose
any penalty or limitation on the Indemnified Person without the Indemnified Persons
prior written consent (not to be unreasonably withheld or delayed);(d)
    
    the Indemnified Person shall not settle any Claim without the Indemnitors
prior written consent (not to be unreasonably withheld or delayed); and(e)
    
    as far as legally possible, the Indemnitor may elect to be subrogated to
the rights of the Indemnified Person against a Third Party in connection with the
Claim and any Liability arising in connection with the Claim, unless an insurer is
entitled to be subrogated to those rights.
 5.3
    
    Control of ClaimIf the Indemnitor is entitled to act under clause 5.2, the Indemnitor may manage and
control the conduct of the Claim but must do so at the cost of the Indemnitor or its
insurers. In those circumstances, the Indemnitor agrees to instruct its lawyers on behalf
of both the Indemnitor and the Indemnified Person and indemnify the Indemnified Person
against any costs awarded
against the Indemnified Person in any Claim brought by the Indemnitor in the exercise of
its rights under this clause 5.
 5.4
    
    Legal advisers appointed by the Indemnified PersonWhere Indemnitor has not assumed control of the conduct of a Claim under clause 5.2, the
Indemnified Person may appoint legal or other advisers to assist the Indemnified Person in
connection with the Claim not being the advisers assisting the Indemnitor in connection
with the Claim. Subject to the terms of this deed and to the Indemnitor approving the
identity of the advisers to be appointed (such approval not to be unreasonably withheld or
delayed), the Indemnitor agrees to pay all reasonable Legal Costs and other costs and
expenses incurred by the Indemnified Person in those circumstances.Nothing in this clause 5.4 derogates from clauses 4.1(c), 4.1(d), 4.1(e), 4.1(f) and 4.8.
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5.5
    
    InterpretationEach cause of action, demand or suit comprised in any Claim shall be treated as a separate
and distinct Claim, with the result that clauses 5.2 and 5.4 may each apply to different
aspects of what might otherwise be regarded as the same Claim or Proceeding.6
    
    Insurance6.1
    
    Indemnitor to maintain insuranceTo the extent permitted by law, the Indemnitor must, so long as the Indemnified Person
shall continue to serve as an Officeholder of the Indemnitor or a JHINV Subsidiary or an
Outside Entity and, following his Retirement Date, so long as the Indemnified Person shall
be subject to any possible Proceedings, procure that an adequate Insurance Policy with an
Insurer so far as is reasonably available at a reasonable cost is maintained for the
benefit of the Indemnitor or the relevant JHINV Subsidiary. The Insurance Policy may
contain generally accepted exclusions and conditions.The Indemnitor agrees to and agrees to procure that any JHINV Subsidiary agrees to:
 (a)
    
    use reasonable endeavours not to do or permit to be done anything which
prejudices, and promptly rectify anything which might prejudice, cover under the
Insurance Policy;(b)
    
    upon receipt of a request in writing from the Indemnified Person, provide
the Indemnified Person with a copy of the Insurance Policy and any certificates of
insurance connected with it;(c)
    
    notify the Indemnified Person promptly if, for any reason, the Insurance
Policy is cancelled or is not renewed or is likely to be cancelled or not renewed;
and(d)
    
    use reasonable endeavours to ensure that cover under the Insurance Policy
following the Retirement Date is not materially less favourable to the Indemnified
Person than to the Officeholders of the Indemnitor in office at that time.
 6.2
    
    Indemnified Persons undertaking in connection with insuranceThe Indemnified Person agrees:
 (i)
    
    to do anything the Indemnitor reasonably requires to
enable the Indemnitor to take out and maintain the Insurance Policy at the
Indemnitors expense; and
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(ii)
    
    to comply at all times with all his obligations under the
Insurance Policy, including reporting claims in writing as soon as
practicable, and reporting circumstances which could give rise to a claim.
 6.3
    
    Indemnified Persons acknowledgment in connection with insuranceThe Indemnified Person acknowledges that the negotiation of the terms of the Insurance
Policy may:
 (a)
    
    involve the Insurer varying the terms of the insurance policy offered
which, if accepted by the Indemnitor, may provide less coverage or less favourable
coverage for the Indemnified Person;(b)
    
    involve a decision by the Indemnitor, acting reasonably, to balance the
proposed level of premiums against the terms offered; or(c)
    
    result in a decision by the Indemnitor to accept varied terms or to change
Insurers.
 7
    
    Subrogation
 (a)
    
    In the event of the Indemnitor meeting its obligations under this Deed, any
rights which the Indemnified Person has or might have against any other party in
respect of any matter which has been the subject of indemnity will be subject to a
right of subrogation by the Indemnitor.(b)
    
    If the Indemnitor acts under this clause 7, the Indemnified Person agrees
to any claim or proceedings being brought by the Indemnitor in the Indemnified
Persons name and agrees to provide the Indemnitor with all reasonable assistance and
co-operation including the execution of any necessary documents and papers.(c)
    
    If the Indemnified Person recovers any amount from a Third Party in respect
of any matter giving rise to a claim under this indemnity, the Liability of the
Indemnitor will be reduced by the amount so recovered. Should the Indemnitor recover
an amount in excess of the total payment made, then the excess of that payment shall
be restored
to the Indemnified Person less the cost to the Indemnitor of such recovery.(d)
    
    The Indemnified Person and Indemnitor shall do nothing to prejudice these
rights.
 8
    
    Notices8.1
    
    Requirements for noticesAll notices, consents, approvals, waivers and other communications in connection with this
deed must be in writing, signed by the sender (if the Indemnified Person) or an authorised
representative of the sender (if the Indemnitor), and sent to the address or facsimile
number, and marked for attention of the person identified in the Details or, if the
recipient has notified otherwise, then marked for attention in the way last notified.
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8.2
    
    When effectiveCommunications take effect from the time they are received or taken to be received.
Communications are taken to be received:
 (a)
    
    if sent by post, on the day after the date of posting; or(b)
    
    if sent by fax, at the time shown in the transmission report as the time
that the whole fax was sent; or(c)
    
    if sent by email, on the earlier of receipt by the sender of an automated
message confirming delivery or on the day after the email is sent, unless the sender
receives an automated message that the email has not been delivered.
 9
    
    Operation of the Previous Deed29.1
    
    RevocationThe Previous Deed, to the extent it relates to:
 (a)
    
    the Indemnitors obligation to maintain insurance in respect of the
Indemnified Person, is revoked; and(b)
    
    all other matters, is superseded by this deed,
  9.2
    
    PreservationClause 9.1 of this deed does not prejudice any accrued rights, obligations, claims or
liabilities of a party arising under the Previous Deed before the
Effective Date with respect to any matter other than the Indemnitors obligation to
maintain insurance in respect of the Indemnified Person.9.3
    
    Continuing indemnitiesWithout limiting clause 9.2, clause 9.1 of this deed does not affect the indemnities
provided by the Previous Deed in connection with any Indemnified Persons Act occurring
before the Effective Date. Those indemnities continue in full force and effect in
connection with any Indemnified Persons Act occurring before the Effective Date even if a
claim is made under the Previous Deed after the Effective Date.
 
 2
    
    Delete for a newly appointed Indemnified Person. 19




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10
    
    General10.1
    
    Exercise of rightsA right in favour of the Indemnified Person under this deed or a breach of an obligation
of the Indemnitor under this deed can only be waived by an instrument duly executed by the
Indemnified Person. No other act, omission or delay of the Indemnified Person will
constitute a waiver binding against, or estoppel against, the Indemnified Person.10.2
    
    Discretion in exercising rightsThe Indemnitor may exercise a right or remedy or give or refuse its consent in any way it
considers appropriate (including by imposing conditions), unless this deed expressly
states otherwise. However, the Indemnitor acknowledges that in exercising any discretion
it will in the ordinary course seek to provide the maximum protection to the Indemnified
Person that is consistent with the terms of this deed and applicable law.10.3
    
    Successors: Binding AgreementThis deed shall be binding on, and shall inure to the benefit of and be enforceable by,
the Indemnitors successors and assigns and by the Indemnified Persons personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees, and
legatees. Indemnitor shall require any successor or assignee (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Indemnitor expressly to assume and agree in writing to
perform this Agreement in the same manner and to the same extent that such Indemnitor
would be required to perform if no such succession or assignment had taken place.10.4
    
    Reinstatement of rightsIf a transaction (including a payment) in connection with this deed is determined or
conceded or compromised to be void or voidable then:
 (a)
    
    the Indemnified Person is immediately entitled as against the Indemnitor to
all the rights under this deed to which the Indemnified Person was entitled
immediately before the transaction; and(b)
    
    on request from the Indemnified Person, the Indemnitor must do all things
necessary (including signing any document) to restore all those rights to the
Indemnified Person.
 10.5
    
    VATUnless otherwise specifically stated, amounts payable under this deed are on a VAT
exclusive basis. If any Supply made by one party (supplier) in connection with this
deed becomes subject to VAT, then the party receiving the Supply or other transaction
being subject to VAT (recipient) agrees to pay an additional amount to the supplier
equal to the amount of VAT payable to the applicable tax authority in respect of the
Supply or other transaction being subject to VAT. If the amount of VAT recovered by the
supplier from
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the recipient under this clause differs from the amount of VAT payable under
applicable law by the supplier, the amount payable by the recipient to the supplier is to
be adjusted accordingly.
 payer payee Expenditure
 10.6
    
    Variation and waiverA provision of this deed, or right created under it, may not be waived or varied except in
writing signed by the party or parties to be bound. A purported variation has no effect
if it infringes applicable law.10.7
    
    SeverabilityIf the whole or any part of a provision of this deed is void, unenforceable or illegal in
a jurisdiction it is severed for that jurisdiction. The remainder of this deed has full
force and effect and the validity or enforceability of that provision in any other
jurisdiction is not affected. This clause has no effect if the severance alters the basic
nature of this deed.10.8
    
    Governing law and jurisdiction
 (a)
    
    This deed is governed by and is to be construed in accordance with the law
in force in The Netherlands.(b)
    
    Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of The Netherlands and, in the case of an Indemnified
Person at the time resident outside The Netherlands, the relevant courts, whether
state, federal or howsoever organised under the law of the place of residence of the
Indemnified Person and courts of appeal from them. The Indemnitor waives any right
it has to object to an action being brought in those courts including, without
limitation, by claiming that the action has been brought in an inconvenient forum or
that those courts do not have jurisdiction.
 EXECUTED
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Deed of access, insurance and indemnity
  DATED:
 EXECUTEDby JAMES HARDIE
    
    )INDUSTRIES N.V. by:
    
    )))))Signature of director
    
    )
    
    Signature of director/company)
    
    secretary*)
    
    *delete whichever is not applicable))Name of director (block letters)
    
    )
    
    Name of director/company secretary*(block letters)*delete whichever is not applicable
 CO-SIGNED BY INDEMNIFIED PERSON:
 Signature of Indemnified PersonName of Indemnified Person (block letters)
 i