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James Hardie Industries N.V.
 Australian Council of Trade Unions
 Unions New South Wales
 Bernard Douglas Banton
 
 DEED OF RELEASE -
UNIONS AND BANTON
 
 CONFORMED COPY




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THIS
DEED
 1.
    
    James Hardie Industries N.V.ARBN 097 829 895 incorporated in the
Netherlands and with its Australian registered office at Level 3, 22
Pitt Street, Sydney (JHINV)2.
    
    Australian Council of Trade Unionsof Level 2, 393 Swanston Street,
Melbourne in the State of Victoria (ACTU)3.
    
    Unions New South Wales,of 10th Floor, 377-383 Sussex Street, Sydney
in the State of New South Wales (Unions NSW)4.
    
    Bernard Douglas Bantonof 133-7 Parramatta Road Granville, NSW, as the
authorised representative of the Asbestos Victims Groups named in
Schedule 1 to this Deed
 RECITALS
 A.
    
    This deed is entered into by the Parties described above in the following context (some of
the expressions used in these recitals being defined in clause 1of this deed):
 (a)
    
    in February 2004, the NSW Government established the Jackson Inquiry;(b)
    
    in September 2004, the Jackson Inquiry found that the MRCF was, and is,
underfunded in the sense that Amaca and Amaba, being two former subsidiaries of JHIL
which are now owned by MRCF, will not over time have sufficient funds and other assets
to meet their anticipated future liabilities:
 
    
    to sufferers of Asbestos disease as a result of exposure to Asbestos dust
and fibre in Australia whilst in their employ or from products manufactured by
Amaca or Amaba or otherwise from their Asbestos activities; and
    
    to the relatives or estates of such sufferers,
 and associated costs and expense;
 (c)
    
    in July 2004, JHINV had proposed to the Jackson Inquiry that, on certain
conditions, its directors would recommend that shareholders approve the provision of
additional funding to provide for the present and future liabilities of Amaca and Amaba
to such sufferers of Asbestos related disease;(d)
    
    the ABN 60 Foundation is the holding company of ABN 60, the former parent
company of the James Hardie group, which may be alleged to have Asbestos-
related personal injury liabilities arising from its own activities and from the




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2 
 activities of Amaca and Amaba, and has (or had) payment obligations to Amaca and
Amaba under a deed of covenant and indemnity between them dated 16 February 2001;(f)
    
    the NSW Government requested the ACTU, Unions NSW and Banton to conduct
negotiations with JHINV in order to resolve the underfunding of the MRCF, and
subsequently the NSW Government also took part in those negotiations;(g)
    
    in those negotiations, the principal objective of the Initial Negotiating
Parties, for different reasons, was to achieve a binding agreement intended to ensure
that sufficient funding is made available by the JHINV Group to fully compensate, after
taking into account the existing assets of the Liable Entities, on an agreed basis, all
proven current and future Australian Asbestos personal injury and death Claimants
against the Liable Entities;(h)
    
    on 21 December 2004, the Initial Negotiating Parties entered into a non-binding
Heads of Agreement which set out the agreed position of the Initial Negotiating Parties
in relation to the principles on which the binding agreement would be based and the key
standing considerations relevant to implementing those principles to be reflected in
that binding agreement;(i)
    
    on or about the date of this deed, the NSW Government, JHINV and the Performing
Subsidiary entered into a deed (the Final Funding Agreement) which set out the agreed
position of those persons in relation to the basis on which, subject to the
satisfaction or waiver of the conditions set out in the Final Funding Agreement, JHINV
and/or the Performing Subsidiary will provide funding on a long-term basis to the Fund;(j)
    
    the JHINV Group has asserted that it has suffered damage to business operations
and sales from boycotts and other actions in relation to the distribution and sale of
its products in Australia and in other places throughout the world and is or was
subject to a number of threats relating to future action, and the JHINV Group has
sought to establish that its business operations and sales would no longer be affected
by those boycotts and other actions or the threat of them; and(k)
    
    the Fund is to be established under the laws of New South Wales as required
under clause 4.1of the Heads of Agreement and it is a condition of the Final Funding
Agreement that the Trustee becomes a party to the Final Funding Agreement prior to the
Commencement Date.
 B.
    
    The Parties enter into this deed to reflect:
 (a)
    
    their formal and legally binding agreement in relation to the releases
described in clause 9.2of the Heads of Agreement,(b)
    
    the agreed basis of further actions by the Parties in relation to the lifting
of boycotts, as anticipated in clause 16of the Heads of Agreement; and(c)
    
    the agreed basis on which public statements may be made in relation to the
circumstances leading up to the signing of this Deed by the Parties and the Final
Funding Agreement by the parties thereto, consistent with the




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3 arrangements applicable
under clauses 16.1and 19of the Heads of Agreement.
 THIS DEED WITNESSES
 1
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsIn this Deed and unless the context requires otherwise, terms defined in the
Principal Agreement bear their corresponding meaning and:ABN 60means ABN 60 Pty Limited (ABN 60 000 009 263).ABN 60 Foundationmeans ABN 60 Foundation Pty Ltd (ACN 106 266 611).Amabameans Amaba Pty Limited (ABN 98 000 387 342).Amacameans Amaca Pty Limited (ABN 49 000 035 512).Asbestosmeans the fibrous form of those mineral silicates that belong to the
serpentine or amphibole groups of rock-forming minerals, including actinolite, amosite
(brown asbestos), anthophyllite, chrysotile (white asbestos), crocidolite (blue asbestos)
and tremolite.Asbestos Support Groupsmeans each of The Asbestos Diseases Foundation of Australia,
Asbestos Diseases Society of Australia Inc, The Asbestos Victims Association of South
Australia, Queensland Asbestos Related Disease Support Society, Gippsland Asbestos Related
Disease Support Inc, and Asbestos Diseases Society of Victoria.Associated Personmeans:
 (a)
    
    in relation to the ACTU, each union affiliated to the ACTU and each of its
and their officers, members and employees;(b)
    
    in relation to Unions NSW, each union affiliated to Unions NSW and each of
it and their officers, members and employees;(c)
    
    in relation to Banton, each of the Asbestos Support Groups; and(d)
    
    in relation to JHINV or a Liable Entity, means each of its past and present
directors, officers, employees, agents or advisers.
 Bantonmeans Bernard Douglas Banton of 133-7 Parramatta Road Granville, in the State
of New South Wales, as the designated representative of the Asbestos Support Groups.Business Daymeans a day (not being a Saturday or a Sunday) on which banks are open
for general banking business in Sydney.Civil Liabilitymeans any and all civil liability.Commencement Datehas the meaning given in the Final Funding Agreement.Controlled Entityhas the meaning given in the Final Funding Agreement.Corporations Actmeans the Corporations Act 2001(Cth).




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4 
 Courtmeans a court or tribunal in Australia having jurisdiction to hear and
determine common law personal injury and death claims arising from exposure to Asbestos.Deeds of Covenant and Indemnitymeans:
 (a)
    
    the deed of that name dated 16 February 2001 and entered into between JHIL,
Amaba and Amaca and any amendments thereto (including without limitation pursuant to
the amending deed dated 10 September 2001); and(b)
    
    the Deed of Covenant Indemnity and Access between JHINV and ABN 60 dated 31
March 2003 and any amendments thereto.
 Final Funding Agreementhas the meaning given in Recital A(i).Final Funding Agreement Datemeans the date on which the Final Funding Agreement is
executed by JHINV and the NSW Government.Fundmeans the Trustee in its capacity as trustee of the Asbestos Injury Compensation
Foundation to be established pursuant to the Trust Deed.Heads of Agreementmeans the non-binding agreement entered into on 21 December 2004
between the Initial Negotiating Parties.Initial Negotiating Partiesmeans each of JHINV, the NSW Government, the ACTU, Unions
NSW and Banton.Jackson Inquirymeans the inquiry referred to in paragraph (a) of recital A.JHILmeans the company formerly known as James Hardie Industries Limited (now ABN
60).JHINV Groupmeans JHINV and its Controlled Entities, excluding the Fund and any of
the Liable Entities, if they become such Controlled Entities.Jackson Inquirymeans the Special Commission of Inquiry into the Medical Research and
Compensation Foundation established by the NSW Government in February 2004.Liable Entitiesmeans Amaca, Amaba and ABN 60.MRCFmeans the Medical Research & Compensation Foundation (ABN 21 095 924 137).Noticehas the meaning given to it in clause 11.Other Governmentsmeans each of the Australian government and the governments of the
states and territories of Australia other than the NSW Government.Partiesmeans the parties to this Deed.Performing Subsidiarymeans LGTDD Pty Limited or any other subsidiary of JHINV
validly nominated under clause 6.2of the Final Funding Agreement to perform the
obligations of the Performing Subsidiary under that deed.Personincludes any general partnership, limited partnership, corporation, limited
liability company, joint venture, trust, business trust, governmental agency, co-
operative, association, individual or other entity, and the heirs, executors,




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5 administrators, legal representatives, successors and assigns of such a person as the
context may require.
 Final Funding Agreementmeans the deed of that name dated on or about the date of this
Deed, the initial parties to which are JHINV, the Performing Subsidiary and the NSW
Government.Released Claimsof a Person means any Civil Liability the Person has or may have arising
from or relating to:
 (i)
    
    the underfunding of the MRCF; or(ii)
    
    the Jackson Inquiry; or(iii)
    
    all Relevant Matters; or(iv)
    
    any bans, boycotts or other action in place as a result of the
Relevant Matters on any products manufactured, distributed or sold by any
member of the JHINV Group, save that no ban, boycott or any other action shall
comprise a Released Claim to the extent it:
 (A)
    
    is new or is put into place after the Final
Funding Agreement Date; or(B)
    
    persists or continues in place on or after 1 January 2006.
 Released Partymeans the ACTU, Unions NSW and Banton.Relevant Mattersmeans all matters in connection with:
 (a)
    
    the establishment and any underfunding or funding of the MRCF and the
February 2001 ABN 60 group corporate reorganisation (including, without limitation,
the transfer of the Liable Entities out of the group, representations made to
incoming directors of the Liable Entities and other third parties regarding the
Liable Entities and their assets and liabilities, the media releases of ABN 60 of 16
February 2001 and of JHINV of 29 and 30 October 2003 and any statements made in
relation to any of the foregoing matters);(b)
    
    the Deeds of Covenant and Indemnity;(c)
    
    the transfers of assets, and the dividends and management fees paid, by the
Liable Entities as described in the report of the Jackson Commission;(d)
    
    the August to October 2001 ABN 60 group corporate reorganisation (including
without limitation the scheme of arrangement in relation to ABN 60 of August to
October 2001, the contemporaneous reduction of capital of (and cancellation of fully
paid ordinary shares in) ABN 60 and subscription by JHINV for partly paid shares in
ABN 60, the subsequent cancellation of those partly paid shares in ABN 60 in March
and April 2003 and representations to third parties and the court) any statements
made by any person in relation to any of the foregoing matters;




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6 
 (e)
    
    the transfer of assets from ABN 60 to JHINV, the establishment of the ABN
60 Foundation Limited and ABN 60 Foundation Trust, and the allotment of fully paid
shares in ABN 60 to ABN 60 Foundation Limited. (f).
 Trust Deedmeans the trust deed for the Fund.1.2
    
    Trusteemeans the trustee of the Fund from time to time, initially being Asbestos Injuries
Compensation Fund Limited.1.3
    
    InterpretationIn this Deed, unless the context otherwise requires:
 (a)
    
    headings are for convenience only and do not affect the interpretation of
this agreement;(b)
    
    words importing the singular include the plural and vice versa;(c)
    
    words importing a gender include any gender;(d)
    
    other parts of speech and grammatical forms of a word or phrase defined in
this agreement have a corresponding meaning;(e)
    
    an expression importing a natural person includes any company, partnership,
joint venture, association, corporation or other body corporate and vice versa;(f)
    
    a reference to any thing (including, but not limited to, any right)
includes a part of that thing;(g)
    
    a reference to a party to a document includes that partys successors and
permitted assigns;(h)
    
    a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statutes, regulations, proclamations, ordinances or by-laws varying,
consolidating or replacing it, and a reference to a statute includes all regulations,
proclamations, ordinances and by-laws issued under that statute; and(i)
    
    a reference to a document or agreement includes all amendments or
supplements to, or replacements or novations of, that document or agreement.
 2
    
    RELEASE BY JHINV AND THE LIABLE ENTITIES2.1
    
    With effect from the Final Funding Agreement Date, JHINV hereby frees, releases and
discharges each Released Party and each Associated Person of each Released Party from all
Released Claims and shall procure to the extent it is able to that each of its Associated
Persons release each of the Released Parties and each Associated Person from all Released
Claims.2.2
    
    The parties acknowledge that the Released Parties hold the benefit of the releases in favour
of each Associated Person of each Released Party set out in clause 2.1on trust for that
Associated Person.




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7 
 2.3
    
    Nothing in this Deed can be taken as an admission by any of the Released Parties that it or
he has had any role in organising or procuring any unlawful action.2.4
    
    The Parties agree that the Liable Entities may, by executing a deed of accession, agree to
provide releases in favour of the Released Persons having the same scope as those given by
JHINV under this deed.2.5
    
    In consideration for the releases described in clause 2.1:
 (a)
    
    the ACTU agrees, if requested by JHINV, that it will:
 (i)
    
    write to persons persisting in bans or boycotts with respect to
JHINVs products requesting that such bans or boycotts be lifted;(ii)
    
    participate in discussions with JHINV and such persons to seek
the lifting of such bans or boycotts;
 (b)
    
    Unions NSW agrees, if requested by JHINV, that it will:
 (i)
    
    write to persons persisting in bans or boycotts in New South
Wales with respect to JHINVs products requesting that such bans or boycotts be
lifted;(ii)
    
    participate in discussions with JHINV and such persons to seek
the lifting of such bans or boycotts
 2.6
    
    The obligations in clause 2.5 will not apply while the release from civil liability
applicable to JHINV and certain related persons of JHINV (as contemplated in the Final Funding
Agreement) have been validly suspended.3
    
    BOYCOTTS3.1
    
    From the Final Funding Agreement Date, each of the ACTU, Unions NSW and Banton agrees to use
its or his best endeavours to achieve forthwith the lifting of all bans or boycotts on any
products manufactured, produced or sold by any member of the JHINV Group.3.2
    
    Subject to clause 3.4, the obligation of each of the ACTU, Unions NSW and Banton shall be a
continuing obligation whilever any bans or boycotts remain in place.3.3
    
    It is agreed that the endeavours required of the ACTU, Unions NSW and Banton under this
clause 3will be limited by the extent to which individuals and organisations which may have
imposed those bans or boycotts can be influenced by ACTU, Unions NSW or Banton using their
best endeavours to achieve the lifting of such bans or boycotts.3.4
    
    The obligations of the ACTU, Unions NSW and Banton under this clause 3shall be suspended
during any period in which JHINV is in breach of its obligations under the Final Funding
Agreement and that breach has not been remedied.3.5
    
    Nothing in this Deed is intended to or does constrain the rights of the ACTU and Unions NSW
or any of their Associated Persons to act in a way which is otherwise lawful.




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8 
 4
    
    CONFIDENTIALITY4.1
    
    Subject to clause 4.2, each party shall keep the terms of this Deed confidential.4.2
    
    A party may make any disclosures in relation to this Deed as set out in the Annexure or as
necessary to:
 (a)
    
    its related bodies corporate, professional advisors, bankers, financial
advisors and financiers, if those persons undertake to keep the information disclosed
confidential;(b)
    
    comply with any applicable law or requirement of any regulatory body
(including any relevant stock exchange) or to comply with the terms of the Final
Funding Agreement;(c)
    
    any of its employees to whom it is necessary to disclose the information,
on receipt of an undertaking from that employee to keep the information confidential;
or(d)
    
    to gain necessary approvals for the purpose of entering into this deed
provided that for any disclosure other than those described in paragraphs (a) to (c)
above, the recipient is informed at the time of such disclosure that confidentiality
restraints apply in relation to the information disclosed; or(e)
    
    on and from the time James Hardie has publicly released an explanatory
memorandum in relation to the proposal set out in the Final Funding Agreement, to any
of its Associated Persons to whom it is necessary to disclose the information, on
receipt of an undertaking from that Associated Person to keep the information
confidential.
 5
    
    DEED MAY BE USED IN COURT
  6
    
    GOVERNING LAW
  7
    
    ENTRY INTO DEED
  8
    
    SEVERANCE




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9 9
    
    VARIATION OF DEED
  10
    
    COUNTERPARTS
  11
    
    NOTICES11.1
    
    A notice, approval, consent, nomination or other communication (Notice) to a person relating
to this deed:
 (i)
    
    must state that it is a notice relating to this deed;(ii)
    
    shall state the relevant clause in this deed to which the notice relates,
provided that any such failure to comply with this requirement shall not affect the
validity of any such notice;(iii)
    
    must be in legible writing; and(iv)
    
    must be in English.
 11.2
    
    If the Notice is to either or both of JHINV and/or the Performing Subsidiary then it must be
addressed as follows:
 Name:
    
    James Hardie Industries NVAttention:
    
    The Chairman and The Chief Financial OfficerAddress:
    
    Level 3, 20 Pitt Street, Sydney NSW 2000Facsimile:
    
    + 61 2 8274 5218
 11.3
    
    If the Notice is to the NSW Government then it must be addressed as follows:
 Name:
    
    The State of New South Wales, c/- The Cabinet OfficeAttention:
    
    Deputy Director-General (Legal)Address:
    
    Level 39, Governor Macquarie Tower, Farrer Place, Sydney, NSW 2000Facsimile:
    
    +61 2 9228 3062
 with copies to, if the NSW Government has appointed a Director or any Directors, to each
such Director as notified to the Trustee from time to time by such Director.11.4
    
    If the Notice is to the ACTU then it must be addressed as follows:
 Name:
    
    Australian Council of Trade UnionsAttention:
    
    The Secretary




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10 Address:
    
    Level 2, 393 Swanston St, Melbourne, Victoria 3000Facsimile:
    
    03 9663 8220
 11.5
    
    If the Notice is to Unions NSW then it must be addressed as follows:
 Name:
    
    Unions NSWAttention:
    
    The SecretaryAddress:
    
    10th Floor, 377  388 Sussex St, Sydney, 2000Facsimile:
    
    02 9261 305
 11.6
    
    If the Notice is from a corporation then an officer of that corporation must sign the Notice.11.7
    
    Notice is sent by the sender and received by the receiver:
 (i)
    
    if the Notice is hand delivered, upon delivery to the receiving Party;(ii)
    
    if the Notice is sent by facsimile, upon the successful completion of the
relevant transmission;(iii)
    
    if the Notice is sent by registered mail within Australia, 2 Business Days
after the registration of the notice of posting; and(iv)
    
    if the Notice is sent by ordinary mail within Australia, 3 Business Days
from and including the date of postage.
 11.8
    
    For the avoidance of doubt, Notice shall not be sent by electronic email.11.9
    
    In this clause 11, a reference to a Party receiving a Notice includes a reference to the
receivers officers, agents or employees.11.10
    
    A Party may vary any of the details relating to it contained in this clause 11at any time
by Notice to the other Parties.11.11
    
    Where a Notice to a Party must be copied to another Person, each such Notice must be
despatched on the same day (but any failure to comply with this clause 11.11shall not affect
the validity of any such Notices).11.12
    
    Court action shall not be commenced by any party to the Deed with respect to any alleged
breach of this Deed until 10 Business Days have elapsed after the giving of Notice to each of
the ACTU and Unions NSW containing particulars of the alleged breach and an invitation to
rectify the breach.




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EXECUTED
 EXECUTED  JAMES HARDIE INDUSTRIES NV
 /s/
Russell Chenu
    
    
    )
    
    
    /s/ Benjamin ButterfieldSignature
of Director
    
    
    )
    
    
    Signature
of Director/SecretaryRussell
Chenu
    
    
    
    
    
    Benjamin ButterfieldName of Director
    
    
    
    
    
    Name of Director/Secretary
 EXECUTEDon behalf ofTHE AUSTRALIAN COUNCIL OF TRADE UNIONSby:(ACN 008 394 509):/s/ K J Fowlie
    
    
    )
    
    
    /s/ Gregory CombetSignature
of witness
    
    
    )
    
    
    Signature
of SecretaryK J FOWLIE
    
    
    
    
    
    GREGORY COMBETName of witness
    
    
    
    
    
    Name of Secretary
 EXECUTEDon behalf ofUNIONS NEW SOUTH WALESby:(ACN 008 394 509):/s/ K J Fowlie
    
    
    )
    
    
    /s/ Mark LennonSignature
of witness
    
    
    )
    
    
    Signature
of AssistantSecretaryK J FOWLIE
    
    
    
    
    
    MARK LENNONName of witness
    
    
    
    
    
    Name of AssistantSecretarySigned byBERNARD DOUGLAS BANTONin the presence of:/s/ Kwan Cui
    
    
    
    
    
    /s/ Bernie BantonWitness
    
    
    
    
    
    Bernie BantonKWAN CUIName