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                                                                    EXHIBIT 4.22

                     JAMES HARDIE INDUSTRIES N.V. (SETTLOR)

              ASBESTOS INJURIES COMPENSATION FUND LIMITED (TRUSTEE)

                                   ----------

                                ASBESTOS INJURIES
                                COMPENSATION FUND
                         AMENDED AND RESTATED TRUST DEED

                                   ----------

                                 CONFORMED COPY

                           (ATANASKOVIC HARTNELL LOGO)
                      LAWYERS CORPORATE, FINANCE & TAXATION

                                    Level 10

                           Atanaskovic Hartnell House
                             75-85 Elizabeth Street
                                   Sydney NSW
                                 Australia 2000

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1.    DEFINITIONS AND INTERPRETATION                                          2
      1.1    DEFINITIONS                                                      2
      1.2    GENERAL INTERPRETATION                                          13
2.    APPOINTMENT AND DECLARATIONS OF TRUSTS, COMPRISING
      A CHARITABLE TRUST AND AN INCOME TRUST                                 14
      2.1    ACKNOWLEDGEMENT                                                 14
      2.2    ESTABLISHMENT OF THE COMPENSATION FUNDS AND APPOINTMENT         14
      2.3    ACCEPTANCE AND DECLARATIONS                                     14
      2.4    NAME AND LOCATION OF COMPENSATION FUNDS                         15
3.    CHARITABLE PURPOSE                                                     15
4.    INCOME                                                                 17
      4.1    TRUST OF INCOME                                                 17
      4.2    POWER IN RELATION TO INCOME                                     17
      4.3    DURATION OF TRUST OF INCOME                                     18
      4.4    MODE OF EXERCISE OF POWERS IN RELATION TO INCOME                18
      4.5    INTEREST OF LIABLE ENTITIES                                     18
      4.6    RIGHTS OF LIABLE ENTITIES TO INCOME                             19
      4.7    EXCLUSION BY TRUSTEE OF ANY PERSON FROM INCOME                  19
      4.8    EFFECT OF EXCLUSION                                             19
      4.9    ACCOUNTING PRINCIPLES                                           19
      4.10   NO TRUST OF ALLOCATED INCOME                                    20
      4.11   APPLICATION OF FINAL FUNDING AGREEMENT AND RELATED
             AGREEMENTS TO TRUST IN RESPECT OF INCOME                        20
5.    TRUSTEE                                                                21
      5.1    THE TRUSTEE                                                     21
      5.2    GENERAL POWERS OF THE TRUSTEE                                   21
      5.3    GENERAL ADMINISTRATION OF COMPENSATION FUND PROPERTY            21
      5.4    CONTROL OF LIABLE ENTITIES                                      24
      5.5    CONTRACTING AND INVESTING POWERS                                24
      5.6    POWERS OF DELEGATION AND APPOINTMENT                            27
      5.7    POWERS UNDER TRANSACTION LEGISLATION                            28
      5.8    LIMITATIONS ON POWERS OF THE TRUSTEE                            28
      5.9    EXERCISE OF DISCRETION                                          28
      5.10   COMPLIANCE WITH THE FINAL FUNDING AGREEMENT                     29
      5.11   TRUSTEE'S STANDARD OF DUTY                                      29
      5.12   RELIANCE ON ADVICE                                              29
      5.13   REMUNERATION                                                    29

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6.    LIABILITY                                                              30
7.    INDEMNITY AND INSURANCE                                                30
      7.1    INDEMNITY                                                       30
      7.2    INDEMNITY FOR EXERCISE OF VOTING RIGHTS                         31
      7.3    MAINTAIN INSURANCE                                              31
      7.4    NOT RENDER VOID                                                 31
8.    APPOINTMENT OF NEW TRUSTEE                                             32
      8.1    CONDITION PRECEDENT TO APPOINTMENT                              32
      8.2    TRUSTEE ACT, RELIANCE AND NOTICES                               32
      8.3    ACCEPTANCE OF ACCOUNTS AND DISCHARGE                            32
9.    THIRD PARTIES                                                          33
10.   FAILURE OF THE TRUSTEE AND TERMINATION OF THE COMPENSATION FUNDS       33
11.   AMENDMENTS                                                             34
12.   FINANCES OF THE FUND                                                   34
      12.1   ACCOUNTS AND APPROVED AUDITOR                                   34
      12.2   APPROVED ACTUARY                                                34
      12.3   ACCESS TO BOOKS AND RECORDS                                     34
      12.4   GENERAL REPORTING OBLIGATIONS                                   34
13.   ACTION BY THE TRUSTEE                                                  35
      13.1   ACTIONS THROUGH BOARD OF DIRECTORS                              35
      13.2   COMPLIANCE WITH TAX EXEMPTION                                   35
14.   CERTIFICATES                                                           35
15.   GOVERNING LAW                                                          35
16.   NO ENFORCEMENT BY THIRD PARTIES                                        36

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ASBESTOS INJURIES COMPENSATION FUND

AMENDED AND RESTATED TRUST DEED

DATE            14 December 2006

PARTIES    1.   JAMES HARDIE INDUSTRIES N.V. ARBN 097 829 895, a limited
                liability company incorporated in the Netherlands and having
                its registered office at Atrium, 8th floor, Strawinskylaan
                3077, 1077ZX Amsterdam, The Netherlands, (with its
                Australian registered office at Level 3, 22 Pitt Street,
                Sydney in the State of New South Wales) (the SETTLOR)

           2.   ASBESTOS INJURIES COMPENSATION FUND LIMITED (ACN 117 363 461) a
                company limited by guarantee having its registered address at
                Level 3, 18-22 Pitt Street, Sydney, New South Wales, Australia
                (the TRUSTEE)

RECITALS   A.   This deed (which amends and restates the trust deed dated 7
                April 2006 entered into by the Settlor and the Trustee (the
                ORIGINAL DEED)) is entered into by the parties hereto in the
                context described in the following recitals (some of the
                expressions used in these recitals being defined in clause 1 of
                this deed).

           B.   On 1 December 2005, JHINV, the NSW Government and the Performing
                Subsidiary entered into a long term funding agreement (ORIGINAL
                FFA) to provide for funding to be made available by JHINV and/or
                its subsidiaries to compensate, on the basis set out in the
                Final Funding Agreement, proven current and future Australian
                Claimants against the Liable Entities.

           C.   In accordance with the Original FFA, on 7 April 2006 the Settlor
                executed the Original Deed.

           D.   Also on 7 April 2006, the Settlor paid the Settled Sum to the
                Trustee and the Trustee agreed to be trustee and to hold the
                Settled Sum and other property on trust for the Charitable
                Purpose in accordance with the Original Deed.

           E.   The Trustee executed a Deed of Accession on 8 June 2006 so as to
                become a party to the Original FFA and to give effect to the
                intention and agreement of the relevant parties referred to in
                the preceding paragraphs.

           F.   Following a ruling from the Australian Taxation Office (ATO) in
                which the ATO expressed its view that the trust constituted by
                the Original Deed was not a charitable trust, the parties to the
                Original FFA considered (without conceding or considering the
                ATO's conclusion was or is correct at law) that the relevant
                condition precedent set out in the Original FFA was not
                satisfied. In order to achieve the purposes set out in the
                Original FFA, JHINV proposed an alternative arrangement be

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                                       -2-


                pursued, entailing the establishment of separate trusts in
                respect of the funding contributions and the income earned on
                those contributions, with the Trustee acting as common trustee
                of both trusts.

           G.   On 21 November 2006, the parties to the Original FFA amended and
                restated the Original FFA, subject to certain conditions being
                satisfied (as amended, the FINAL FUNDING AGREEMENT).

           H.   The Settlor and the Trustee, with the consent of the parties to
                the Final Funding Agreement as required under clause 10 of the
                Original Deed, have agreed to enter into this amended and
                restated trust deed to reflect the alternative arrangement
                described in Recital F above. However, for the avoidance of
                doubt the intention of the parties in entering into such an
                arrangement remains primarily the achievement of the purposes
                set out in Recital B of this deed and the Charitable Purpose
                described in clause 3 of this deed.

           I.   It is the intention of the parties to the Final Funding
                Agreement that all of the issued shares in the Liable Entities
                will be transferred to the Trustee to hold on trust for the
                Charitable Purpose.

           J.   The NSW Government has enacted the Amending Legislation, inter
                alia, to make certain consequential changes required to be made
                to the Transaction Legislation in the light of the alternative
                arrangement described in Recital F above.

IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this Deed (including the Recitals) unless the context requires
     otherwise, terms defined in the Final Funding Agreement or in the
     Transaction Legislation bear the same meaning in this Deed, and:

     ABN 60 means ABN 60 Pty Limited (ABN 60 000 009 263).

     Amaba means Amaba Pty Limited (ABN 98 000 387 342).

     Amaca means Amaca Pty Limited (ABN 49 000 035 512).

     Amending Legislation means the James Hardie Former Subsidiaries (Winding Up
     and Administration) (Trust Funds) Act.

     Annual Contribution Amount means the amount specified in clause 9.4 of the
     Final Funding Agreement.

     Annual Income means, in respect of each Financial Year, the Income derived
     in that Financial Year.

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                                       -3-


     Annual Payment means for each year, the payment to be made pursuant to
     clause 9.3 of the Final Funding Agreement.

     Appointee means any executive, director or employee of the Trustee
     appointed to the board of directors or any other governing body of an
     Investee.

     Appointor means each Person entitled to appoint one or more Directors.

     Approved Actuary means an actuarial firm which:

     (a)  has been appointed in accordance with clause 5.15 of the Final Funding
          Agreement and which nominates a principal who is an approved actuary
          under the Insurance Act 1973 or who has qualifications under
          equivalent legislation of another relevant jurisdiction;

     (b)  has relevant and substantive experience and expertise in
          Asbestos-related liability provisioning appropriate to undertake the
          determination referred to in clause 14.4 of the Final Funding
          Agreement;

     (c)  has no interest or duty which conflicts or may conflict with his
          functions as contemplated under this deed as the Approved Actuary; and

     (d)  is not affiliated with the accounting firm, performing the role of
          Approved Auditor during the term of the Approved Actuary's
          appointment,

     or, where the circumstances set out in clause 5.15(f) of the Final Funding
     Agreement apply, is determined in accordance with that clause.

     Approved Auditor means the auditor of the Trustee to be appointed by the
     Trustee in accordance with clause 5.12 of the Final Funding Agreement.

     Asbestos means 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 Mining Activities has the meaning given in the Marlew Legislation.

     Audited Financial Statements means, in respect of a Person and a Financial
     Year the audited consolidated financial statements of that Person for that
     Financial Year prepared in accordance with the following generally accepted
     accounting principles (GAAP), consistently applied throughout that
     Financial Year:

     (a)  where that Person is Listed at the time the relevant audit report is
          signed, the generally accepted accounting principles used in that
          Person's published financial reports; or

     (b)  where that Person is not Listed at that time and paragraph (c) does
          not apply, US GAAP or such other GAAP as is commonly applied by
          multinational companies at that time in respect of their financial
          statements; or

     (c)  where that Person is not Listed at that time and it and its
          subsidiaries operate wholly or predominantly in one jurisdiction, the
          generally accepted accounting principles of that jurisdiction.

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                                       -4-


     Australia has the meaning given in Section 17 of the Acts Interpretation
     Act 1901 (Cth), as in force at the date of this deed.

     Charitable Fund means the charitable trust established under the Original
     Deed, as amended by this Deed, and confirmed by Part 2 of the Transaction
     Legislation to carry out the Charitable Purpose.

     Charitable Fund Property means the assets referred to in clause 2.3(a).

     Charitable Purpose means the purpose set out in clause 3.

     Claimant means an individual (or legal personal representative of an
     individual) who makes a Personal Asbestos Claim or a Marlew Claim.

     Claims Legal Costs means all costs, charges, expenses and outgoings
     incurred or expected to be borne by the Trustee or the Liable Entities in
     respect of legal advisors, other advisors, experts, Court proceedings and
     other dispute resolution methods in connection with Personal Asbestos
     Claims and Marlew Claims but in all cases excluding any costs included as a
     component of calculating a Proven Claim.

     Claims Management Agreement means an agreement between the Trustee and a
     Liable Entity whereby the Liable Entity agrees that the Trustee or a Person
     designated by the Trustee will manage all claims against the Liable Entity
     in accordance with the provisions of this Deed, the Final Funding Agreement
     and the Transaction Legislation.

     Commencement Date has the meaning given to that term in clause 1 of the
     Final Funding Agreement.

     Commonwealth means the Commonwealth of Australia.

     Compensation Fund Property means the assets of the Compensation Funds,
     being both the Charitable Fund Property and the Discretionary Fund
     Property.

     Compensation Funds means the Charitable Fund and the Discretionary Fund.

     Compensation Funds Account means a bank account within New South Wales to
     be designated the "Compensation Funds Account" (referred to as the
     "Compensation Funds Account" in the Final Funding Agreement).

     Concurrent Wrongdoer in relation to a personal injury or death claim for
     damages under common law or other law (disregarding any law which comes
     into force in breach of clause 13 of the Final Funding Agreement and which
     breach has been notified to the NSW Government under clause 16.5 of the
     Final Funding Agreement), means a Person whose acts or omissions, together
     with the acts or omissions of one or more Liable Entities or Marlew or any
     member of the JHINV Group (whether or not together with any other Persons)
     caused, independently of each other or jointly, the damage or loss to
     another Person that is the subject of that claim.

     Constitution means the constitution of the Trustee.

     Constitutional Provisions means the clauses required to be included in the
     Constitution, as set out in the Schedule to this Deed.

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                                       -5-


     Contribution Claim means a cross-claim or other claim under common law or
     other law (disregarding any law which comes into force in breach of clause
     13 of the Final Funding Agreement and which breach has been notified to the
     NSW Government under clause 16.5 of the Final Funding Agreement):

     (a)  for contribution by a Concurrent Wrongdoer against a Liable Entity or
          a member of the JHINV Group in relation to facts or circumstances
          which give rise to a right of a Person to make a Personal Asbestos
          Claim or a Marlew Claim; or

     (b)  by another Person who is entitled under common law (including by way
          of contract) to be subrogated to such a first mentioned cross-claim or
          other claim,

     provided that any such claim of the kind described in clause 13.7 of the
     Final Funding Agreement shall be subject to the limits contained in that
     clause.

     Controlled Entity means, in respect of a Person, another Person in respect
     of which the first-mentioned Person is required to consolidate in its
     Audited Financial Statements but, in the case of JHINV, does not include
     any Liable Entity or the Trustee. For the avoidance of doubt, JHINV is not
     a Controlled Entity of JHINV.

     Corporations Act means the Corporations Act 2001 (Cth).

     Court means a court or tribunal in Australia having jurisdiction to hear
     and determine common law personal injury and death claims arising from
     exposure to Asbestos.

     Cross Guarantee means any guarantee or indemnity (or other covenant to
     secure satisfaction of any payment or obligation) given by a Controlled
     Entity of JHINV to secure satisfaction of any payment or obligation of any
     Controlled Entity of JHINV to a Lender which is entitled or becomes
     entitled to the benefit of the Intercreditor Deeds in accordance with
     clause 2.2 of that deed.

     Deed of Accession means a deed of accession in the form set out in Annexure
     1 to the Final Funding Agreement.

     Director means a director of the Trustee appointed in accordance with
     clause 5 or clause 16.3 of the Final Funding Agreement.

     Discretionary Fund means the trust with respect to Income established
     pursuant to clause 4 of this deed.

     Discretionary Fund Property means the assets of the Discretionary Fund.

     Discretionary Settled Sum means the sum of $10.00.

     Excluded Marlew Claim means a Marlew Claim:

     (a)  covered by the indemnities granted by the Minister of Mineral
          Resources under the deed between the Minister, Fuller Earthmoving Pty
          Limited and James Hardie Industries Limited dated 11 March 1996; or

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                                       -6-


     (b)  by a current or former employee of Marlew in relation to an exposure
          to Asbestos in the course of such employment to the extent:

          (i)  the loss is recoverable under a Worker's Compensation Scheme or
               Policy; or

          (ii) the Claimant is not unable to recover damages from a Marlew Joint
               Tortfeasor in accordance with the Marlew Legislation;

     (c)  by an individual who was or is an employee of a person other than
          Marlew arising from exposure to Asbestos in the course of such
          employment by that other person where such loss is recoverable from
          that person or under a Worker's Compensation Scheme or Policy; or

     (d)  in which another defendant (or its insurer) is a Marlew Joint
          Tortfeasor from whom the plaintiff is entitled to recover compensation
          in proceedings in the Dust Diseases Tribunal, and the Claimant is not
          unable to recover damages from that Marlew Joint Tortfeasor in
          accordance with the Marlew Legislation.

     Final Funding Agreement means the deed dated 21 November 2006 between
     JHINV, the Performing Subsidiary, the NSW Government and the Trustee which
     amended and restated the Original FFA.

     Final Payment means the payment referred to in clause 9.9 of the Final
     Funding Agreement.

     Financial Year means a year ending on 31 March, or if there is any change
     from time to time to the Financial Year of the JHINV Group, the
     twelve-month period as ends on the new end date adopted by JHINV except
     that the first such Financial Year after that change shall be a period of
     not less than six months and not greater than 18 months ending on the new
     end date.

     Funding Obligations means each obligation of the Performing Subsidiary to
     make a Funding Payment.

     Funding Payments mean:

     (a)  the Initial Funding payable under clause 9.2 of the Final Funding
          Agreement (which, for the avoidance of doubt, includes the Additional
          Payment as defined therein);

     (b)  the Annual Payments payable under clause 9.3 of the Final Funding
          Agreement; and

     (c)  any Final Payment payable under clause 9.9 of the Final Funding
          Agreement,

     and Funding Payment means any of those payments.

     Income means any income, profit or gain which must be taken into account in
     determining the net income of the Compensation Funds for the purposes of
     the definition of "net income of the trust estate" in section 95 of the Tax
     Act.

     Income Beneficiary means each of:

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                                       -7-


     (a)  the Liable Entities (but only on the basis that the Income is to be
          applied for the benefit of those entities, only in accordance with
          clause 4.2 and 4.6); and

     (b)  subject to clause 4.4(c), the Trustee in its capacity as trustee of
          the Charitable Fund.

     Initial Funding has the meaning given to that term in clause 1 of the Final
     Funding Agreement.

     Insolvency Event means in respect of a Person, the occurrence in respect of
     that Person of any one or more events referred to in paragraphs (a) to (g)
     of the definition of "Insolvent".

     A Person is Insolvent if the Person:

     (a)  admits in writing its inability to pay its debts as they become due
          (otherwise than as contemplated in clause 16.6 of the Final Funding
          Agreement);

     (b)  was established under Dutch law and files a petition with any court in
          the Netherlands in relation to its bankruptcy (faillissement) or
          seeking an order for a suspension of payments (surseance van
          betaling);

     (c)  files, or consents by answer or otherwise to the filing against it of,
          a petition for relief or insolvent reorganisation or insolvent
          arrangement or any other petition in bankruptcy, for liquidation or to
          take advantage of any bankruptcy, insolvency, insolvent
          reorganisation, insolvent moratorium or other similar law of any
          jurisdiction (including, without limitation, a filing by the Person
          under Chapter 7 or Chapter 11 of the US Bankruptcy Code, provided that
          where the filing is a filing under Chapter 11 of that Code, the
          Person:

          (i)  is at the time of filing unable to pay its debts generally as and
               when they become due; or

          (ii) in the case of JHINV, after it makes such a filing, fails to pay
               a JHINV Contribution or other amount under the JHINV Guarantee
               when such payment would (but for the moratorium granted as a
               result of that filing) have been due for 30 days after that due
               date and also provided that in any such filing under Chapter 11
               of that Code a Person is Insolvent no later than the earliest
               date as of which creditors may vote on any matter or accept or
               reject a plan of reorganisation;

     (d)  makes an assignment for the benefit of its creditors generally;

     (e)  consents to the appointment of a custodian (not being a nominee for
          the person), receiver, receiver and manager, trustee or other officer
          with similar powers with respect to it or with respect to a
          substantial part of its property;

     (f)  consents to the appointment of an insolvency administrator or such an
          insolvency administrator is appointed and that appointment is not
          terminated within 28 days;

     (g)  is adjudicated as insolvent or to be liquidated, in each case, by a
          court of competent jurisdiction; or
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                                       -8-


     (h)  is subject to a Wind-Up Event;

     and Insolvency has a corresponding meaning

     Intercreditor Deeds means the deeds substantially in the form set out in
     Annexures 7A and 7B to the Final Funding Agreement, as they may be amended
     with the agreement of JHINV and the NSW Government (in each case acting
     reasonably) as the result of the review by, and negotiations with, JHINV's
     existing bank Lenders.

     Investee means any entity in which the Fund has made or wishes to make an
     Investment.

     Investment means an investment by the Trustee.

     Irrevocable Power of Attorney means the deed in the form set out at
     Annexure 9 of the Final Funding Agreement.

     JHINV means James Hardie Industries NV (ARBN 097 829 895) incorporated in
     the Netherlands and having its registered office at Atrium, Unit 04-07,
     Strawinskylaan 3077, 1077ZX Amsterdam, The Netherlands (with its Australian
     principal office at Level 3, 22 Pitt Street, Sydney in the State of New
     South Wales).

     JHINV Contributions means the payments to be made by JHINV or the
     Performing Subsidiary under clause 9 of the Final Funding Agreement.

     JHINV Group means JHINV and its Controlled Entities from time to time,
     excluding the Trustee and any of the Liable Entities, if they are or become
     such Controlled Entities.

     JHINV Guarantee means the deed set out in the form of Annexure 5 of the
     Final Funding Agreement.

     Liable Entities means Amaca, Amaba and ABN 60.

     Marlew means the company registered under the Corporations Act as Marlew
     Mining Pty Limited (ACN 000 049 650) that was formerly called Asbestos
     Mines Pty Limited and includes any successor to or continuation of that
     company.

     Marlew Claim means, subject to clause 13.7 of the Final Funding Agreement,
     a claim which satisfies one of the following paragraphs and which is not an
     Excluded Marlew Claim:

     (a)  any present or future personal injury or death claim by an individual
          or the legal personal representative of an individual for damages
          under common law or other law (disregarding any law which comes into
          force in breach of clause 13 of the Final Funding Agreement and which
          breach has been notified to the NSW Government under clause 16.5 of
          the Final Funding Agreement) which:

          (i)  arose or arises from exposure to Asbestos in the Baryulgil region
               from Asbestos Mining Activities at Baryulgil conducted by Marlew,
               provided that:

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                                       -9-


               (A)  the individual's exposure to Asbestos occurred wholly within
                    Australia; or

               (B)  where the individual has been exposed to Asbestos both
                    within and outside Australia, the amount of damages included
                    in the Marlew Claim shall be limited to the amount
                    attributable to the proportion of the exposure which caused
                    or contributed to the loss or damage giving rise to the
                    Marlew Claim which occurred in Australia;

          (ii) is commenced in New South Wales in the Dust Diseases Tribunal;
               and

          (ii) is or could have been made against Marlew had Marlew not been in
               external administration or wound up, or could be made against
               Marlew on the assumption (other than as contemplated under the
               Marlew legislation) that Marlew will not be in the future in
               external administration;

     (b)  any claim made under compensation to relatives legislation by a
          relative of a deceased individual (or personal representative of such
          a relative) or (where permitted by law) the legal personal
          representative of a deceased individual in each case where the
          individual, but for such individual's death, would have been entitled
          to bring a claim of the kind described in paragraph (a); or

     (c)  a Contribution Claim relating to a claim described in paragraphs (a)
          or (b).

     Marlew Joint Tortfeasor means any Person who is or would be jointly and
     severally liable with Marlew in respect of a Marlew Claim, had Marlew not
     been in external administration or wound up, or on the assumption other
     than as contemplated in the Marlew legislation that Marlew will not in the
     future, be in external administration or wound up.

     Marlew legislation means the legislation set out in Part 4 of the First
     Release Bill as defined in the FFA.

     Net Income means the net income of either the Charitable Fund or the
     Discretionary Fund (as the case may be) for the purposes of the definition
     of "net income of the trust estate" in section 95 of the Tax Act.

     NSW Government means the State of New South Wales.

     NSW Government Auditor means an auditor engaged in accordance with and for
     the purposes set out in clause 5.13 of the Final Funding Agreement.

     Operating Expenses means the reasonable operating costs, expenses and Taxes
     of the Trustee or Liable Entities of conducting the activities referred to
     in clause 4.2 of the Final Funding Agreement but excludes any Claims Legal
     Costs.

     Original Deed has the meaning given in the Recitals to this deed.

     Original FFA has the meaning given in Recital A.

     Other Government has the meaning given in the Final Funding Agreement.

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                                      -10-


     Payable Liability means:

     (a)  any Proven Claim (whether arising before or after the date of this
          deed);

     (b)  Operating Expenses;

     (c)  Claims Legal Costs;

     (d)  any liability of a Liable Entity to the Trustee, however arising, in
          respect of any amounts paid by the Trustee in respect of any liability
          or otherwise on behalf of the Liable Entity;

     (e)  any pre-commencement claim (as defined in the Transaction Legislation)
          against a Liable Entity;

     (f)  if regulations are made pursuant to section 30 of the Transaction
          Legislation and if and to the extent the Trustee and JHINV notify the
          NSW Government that any such liability is to be included in the scope
          of Payable Liability, any liability of a Liable Entity to pay amounts
          received by it from an insurer in respect of a liability to a third
          party incurred by it for which it is or was insured under a contract
          of insurance entered into before the date on which the Transaction
          Legislation receives the Royal Assent; and

     (g)  Recoveries within the meaning and subject to the limits set out in
          clause 13.7 of the Final Funding Agreement,

     but in the cases of paragraphs (a), (c) and (e) excludes any such
     liabilities or claims to the extent that they have been recovered or are
     recoverable under a Worker's Compensation Scheme or Policy.

     Performing Subsidiary means James Hardie 117 Pty Limited (formerly known as
     LGTDD Pty Limited) or, if a subsidiary of JHINV other than that entity is
     nominated under clause 6.2 of the Final Funding Agreement to perform the
     obligations described in clauses 6 and 9 of the Final Funding Agreement and
     each of JHINV and that subsidiary has complied with clause 6.2 of the Final
     Funding Agreement, that subsidiary.

     Person includes 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, administrators, legal representatives, successors
     and assigns of such a person as the context may require.

     Personal Asbestos Claim means subject to clause 13.7 of the Final Funding
     Agreement:

     (a)  any present or future personal injury or death claim by an individual
          or the legal personal representative of an individual, for damages
          under common law or under other law (disregarding any law which comes
          into force in breach of clause 13 of the Final Funding Agreement and
          which breach has been notified to the NSW Government under clause 16.5
          of the Final Funding Agreement) which:

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                                      -11-


          (i)  arises from exposure to Asbestos occurring in Australia, provided
               that:

               (A)  the individual's exposure to Asbestos occurred wholly within
                    Australia; or

               (B)  where the individual has been exposed to Asbestos both
                    within and outside Australia, damages included in the
                    Personal Asbestos Claim shall be limited to the amount
                    attributable to the proportion of the exposure which caused
                    or contributed to the loss or damage giving rise to the
                    Personal Asbestos Claim which occurred in Australia;

          (ii) is made in proceedings in an Australian court or tribunal; and

          is made against all or any of the Liable Entities or any member of the
          JHINV Group from time to time;

     (b)  any claim made under compensation to relatives legislation by a
          relative of a deceased individual (or personal representative of such
          a relative) or (where permitted by law) the legal personal
          representative of a deceased individual in each case where the
          individual, but for such individual's death, would have been entitled
          to bring a claim of the kind described in paragraph (a); or

     (c)  a Contribution Claim made in relation to a claim described in
          paragraph (a) or (b),

     but in each case excludes any Marlew Claim and any other claim to the
     extent they have been recovered or are recoverable under a Worker's
     Compensation Scheme or Policy.

     Power means a power, right, authority, discretion or remedy which is
     conferred on the Trustee:

     (a)  by this Deed;

     (b)  by the Final Funding Agreement;

     (c)  by the Constitution; or

     (d)  by the Transaction Legislation or any other law of the State of New
          South Wales as amended from time to time.

     Proven Claim means any Personal Asbestos Claim or Marlew Claim in respect
     of which final judgment has been given against, or a binding settlement has
     been entered into by a Liable Entity or any member of the JHINV Group from
     time to time, and in each case, to the extent to which that entity incurs
     liability under that judgment or settlement (including any interest, costs
     or damages to be borne by a Liable Entity or the relevant member of the
     JHINV Group pursuant to such judgment or settlement).

     Related Agreements means documents ancillary to the Final Funding Agreement
     which are listed in Schedule 1 to the Final Funding Agreement.

     Release Legislation has the meaning given to that term in clause 1 of the
     Final Funding Agreement.

<PAGE>

                                      -12-


     Securities has the meaning set out in the Corporations Act.

     Settled Sum means ten dollars ($10).

     Settled Sums means the Settled Sum and the Discretionary Settled Sum.

     Single Claims Manager means in respect of any legal proceedings which
     involve a Personal Asbestos Claim and one or more Concurrent Claims, the
     party responsible for managing and resolving the Personal Asbestos Claim
     and the claims against at least one other party, including a single claims
     manager within the meaning of the Dust Diseases Tribunal Amendment (Claims
     Resolution) Act 2005.

     Special Default means a breach or default of a kind described in clause
     16.2 of the Final Funding Agreement.

     SPF Funded Liability means:

     (a)  only those liabilities described in paragraphs (a), (b), (c), (e) and
          (g) of the definition of "Payable Liability" and excludes the
          liabilities described in paragraph (d) or (f) of the definition of
          "Payable Liability"; and

     (b)  a claim or category of claim which JHINV and the NSW Government agree
          in writing is a "SPF Funded Liability" or a category of "SPF Funded
          Liability".

     Tax Act means the Income Tax Assessment Act 1936 and the Income Tax
     Assessment Act 1997 (Cth).

     Termination Date means the earlier to occur of:

     (a)  the eightieth (80th) anniversary of the date on which this Deed was
          executed; and

     (b)  the date on which the Final Funding Agreement is terminated.

     Transaction Legislation has the meaning given to it in the Final Funding
     Agreement.

     Trusts Act means the Charitable Trusts Act 1993.

     Trustee Board means the board of Directors.

     Trustee Act means the Trustee Act 1925 (NSW).

     Wind-Up or Reconstruction Amount has the meaning given to it in the Final
     Funding Agreement.

     Worker's Compensation Scheme or Policy means any of the following:

     (a)  any worker's compensation scheme established by any law of the
          Commonwealth or of any State or Territory of Australia;

     (b)  any fund established to cover liabilities under insurance policies
          upon the actual or prospective insolvency of the insurer (including
          without limitation

<PAGE>

                                      -13-


          the Insurer Guarantee Fund established under the Worker's Compensation
          Act 1987 (NSW)); and

     (c)  any policy of insurance issued under or pursuant to such a scheme.

1.2  GENERAL INTERPRETATION

     Headings are for convenience only and do not affect interpretation. The
     following rules of interpretation apply unless the context requires
     otherwise.

     (a)  The singular includes the plural and the converse.

     (b)  A gender includes all genders.

     (c)  Where a word or phrase is defined, its other grammatical forms have a
          corresponding meaning.

     (d)  A reference to a person, corporation, trust, partnership,
          unincorporated body or other entity includes any of them.

     (e)  A reference to a clause, annexure, schedule or exhibit is a reference
          to a clause of, or annexure, schedule or exhibit to, this Deed.

     (f)  A reference to a party to this Deed or another agreement or document
          includes the party's successors and permitted substitutes or assigns.

     (g)  A reference to an agreement includes any amendment, variation or
          substitution of that agreement from time to time.

     (h)  A reference to legislation or to a provision of legislation includes a
          modification or re-enactment of it, a legislative provision
          substituted for it and a regulation or statutory instrument issued
          under it.

     (i)  A reference to writing includes a facsimile transmission and any means
          of reproducing words in a tangible and permanently visible form.

     (j)  A reference to conduct includes an omission, statement or undertaking,
          whether or not in writing.

     (k)  Mentioning anything after include, includes or including does not
          limit what else might be included.

     (l)  A reference in this Deed to a Power is to be construed without
          limitation to any other Power also mentioned in this Deed.

     (m)  A reference to an asset includes any real or personal, present or
          future, tangible or intangible property or asset and any right,
          interest, revenue or benefit in, under or derived from the property or
          asset.

     (n)  Any term not otherwise defined in this Deed, the Final Funding
          Agreement or the Transaction Legislation has the meaning given in the
          Corporations Act.

<PAGE>

                                      -14-


2.   APPOINTMENT AND DECLARATIONS OF TRUSTS

2.1  ACKNOWLEDGEMENT

     (a)  The Trustee acknowledges receipt of the Settled Sum from the Settlor
          prior to the execution of the Original Deed.

     (b)  The Trustee acknowledges receipt of the Discretionary Settled Sum from
          the Settlor prior to the execution of this deed.

2.2  ESTABLISHMENT OF THE COMPENSATION FUNDS AND APPOINTMENT

     (a)  The Charitable Fund was established by and upon the execution of the
          Original Deed.

     (b)  The Settlor appointed the Trustee, and the Trustee accepted the
          appointment, as trustee of the Charitable Fund to hold the Charitable
          Fund Property on the trust set out in clause 3.

     (c)  The Settlor appoints the Trustee and the Trustee accepts appointment
          as Trustee of the Discretionary Fund to hold the Discretionary Fund
          Property on the trust set out in clause 4.

2.3  ACCEPTANCE AND DECLARATIONS

     The Trustee declares that it holds and will hold:

     (a)  on trust for the Charitable Purpose:

          (i)  the Settled Sum;

          (ii) the benefit of the Funding Obligations and the obligation of the
                Performing Subsidiary (if applicable) to pay the Wind-Up or
                Reconstruction Amount in accordance with clause 10 of the Final
                Funding Agreement, the JHINV Guarantee and each of JHINV's
                covenants and obligations under the Final Funding Agreement and
                the Related Agreements to ensure the payment by the JHINV Group
                of the JHINV Contributions under the Final Funding Agreement and
                any Cross Guarantee given pursuant to clause 15.7 of the Final
                Funding Agreement, and the right to enforce the same, and all
                payments received pursuant thereto, as may be required from time
                to time;

          (iii) the Compensation Funds Account and all money, Investments or
                other assets which the Trustee acquires as Trustee of the
                Compensation Funds (other than to the extent any of them
                comprise Income forming part of the Discretionary Fund, except
                to the extent it has been applied or distributed to the Trustee
                in its capacity as Trustee of the Charitable Fund under clause
                4.1);

          (iv)  all proceeds of the above (other than to the extent any of them
                comprise Income forming part of the Discretionary Fund except to
                the extent it has been applied or distributed to the Trustee in
                its capacity as Trustee of the Charitable Fund under clause
                4.1);

<PAGE>

                                      -15-


          (v)   the shares in the Liable Entities; and

          (vi)  any asset or property of a Liable Entity which is transferred to
                the Trustee pursuant to the Transaction Legislation.

     (b)  the Discretionary Settled Sum and all Income derived on Compensation
          Fund Property on the trust described in clause 4 of this deed.

2.4  NAME AND LOCATION OF COMPENSATION FUNDS

     (a)  The Compensation Funds are to be known as the Asbestos Injuries
          Compensation Fund.

     (b)  If any property is transferred or any interest is given to the Trustee
          to hold as Charitable Fund Property, that property or interest may be
          transferred or given by referring to the Charitable Fund by its name
          or to the Trustee by its name.

     (c)  The Trustee must procure that the principal place of business of the
          Compensation Funds is maintained at all times in New South Wales.

3.   CHARITABLE PURPOSE

The Charitable Fund shall exist and be maintained by the Trustee, and the
Charitable Fund Property must be maintained and applied by the Trustee, for:

3.1  the principal purpose of receiving and providing funding for the payment
     and paying of Payable Liabilities and providing services with respect to
     the management and resolution of Payable Liabilities; and

3.2  the following additional purposes which are for the Trustee to:

     (a)  hold the benefit of the Funding Obligations and the obligation of the
          Performing Subsidiary (if applicable) to pay the Wind-Up or
          Reconstruction Amount in accordance with clause 10 of the Final
          Funding Agreement, the JHINV Guarantee, and the covenants and
          obligations of JHINV under the Final Funding Agreement and the Related
          Agreements to ensure the payment by the JHINV Group of the JHINV
          Contributions under the Final Funding Agreement and any Cross
          Guarantee given pursuant to clause 15.7 of the Final Funding
          Agreement, and enforce the same as may be required from time to time;

     (b)  be the creditor of the Performing Subsidiary and JHINV for payments
          (whether actually or contingently) due and payable to the Trustee
          under the Final Funding Agreement and receive and give a proper
          receipt for such amounts;

     (c)  manage itself or through one or more of the Liable Entities or
          otherwise cause to be managed, the response to all Payable Liabilities
          for itself or for or on behalf of the Liable Entities, including by
          entry into Claims Management Agreement with the Liable Entities (and
          in respect of Payable Liabilities which are not SPF Funded
          Liabilities, on the basis that the Liable Entities must bear the full
          cost and all liabilities associated with such claims);

<PAGE>

                                      -16-


     (d)  provide management services to each Liable Entity in connection with
          the winding up of the Liable Entity including exercising all powers
          conferred on it by the Transaction Legislation;

     (e)  subject to it having the necessary funds to do so and clause 9.15 of
          the Final Funding Agreement, pay in accordance with and subject to
          clause 4.7 of the Final Funding Agreement and the provisions of the
          Transaction Legislation, the SPF Funded Liabilities itself or through
          one or more of the Liable Entities, and in each case for itself or for
          or on behalf of the Liable Entities as the Trustee may in its
          discretion determine;

     (f)  use its best endeavours to achieve all available legal and
          administrative cost savings in relation to:

          (i)   the process for handling the response to Personal Asbestos
                Claims and Marlew Claims;

          (ii)  Court proceedings dealing with apportionment of damages in
                relation to Personal Asbestos Claims and Marlew Claims; and

          (iii) exercising rights of recovery.

     (g)  review and implement legal and administrative cost savings in the
          claims management process on a continuing basis both in relation to
          the process for settling Personal Asbestos Claims and Marlew Claims
          and the process generally applicable in relation to Personal Asbestos
          Claims and Marlew Claims, including reducing Claims Legal Costs;

     (h)  invest the assets contributed to or received by the Trustee;

     (i)  use its best endeavours to:

          (i)   recover;

          (ii)  procure that each Liable Entity recover; and

          (iii) exercise or procure the exercise of rights subrogated from any
                Claimant to recover,

          amounts paid or liabilities incurred with respect to any Personal
          Asbestos Claims, Marlew Claims or any other Payable Liabilities from
          insurers, reinsurers and other parties who may have contributed to the
          loss relating to such claims;

     (j)  generally do all things necessary and convenient for the purposes of
          handling and finalising Payable Liabilities for itself or for and on
          behalf of the Liable Entities (provided that nothing in the Final
          Funding Agreement shall require the Trustee to incur any liability or
          pay any amount with respect to a liability which is not a SPF Funded
          Liability);

     (k)  as provided by the Transaction Legislation or to the extent otherwise
          entitled to do so, be subrogated to the rights of the Claimants
          against the Liable Entities and Marlew or any other persons in
          relation to any Payable Liability settled or met by the Trustee; and

<PAGE>

                                      -17-


     (l)  be authorised and permitted to negotiate with Claimants and at its
          discretion procure that the relevant Liable Entity enter into binding
          settlements in relation to (including without limitation compromises
          of Payable Liabilities).

4.   INCOME

4.1  TRUST OF INCOME

     The Trustee holds the Annual Income of the Compensation Funds for each
     Financial Year on trust:

     (a)  for any Income Beneficiary for whose benefit the Trustee has in its
          discretion applied any or all of the Annual Income in accordance with
          clause 4.2; and

     (b)  if at the end of the Financial Year not all of the Annual Income of
          that Financial Year has been applied in favour of one or more Income
          Beneficiaries in accordance with clause 4.1(a), the remainder of that
          Annual Income shall be distributed to the Trustee in its capacity as
          trustee of the Charitable Fund, and shall be added to and will
          immediately form part of the Charitable Fund Property.

4.2  POWER IN RELATION TO INCOME

     (a)  The Trustee covenants in favour of the Settlor to exercise its
          discretions pursuant to this clause 4 to ensure, to the extent
          possible and having regard to the information available to it, that
          there will be no amount of the Net Income of the Compensation Funds of
          a Financial Year which is not included in the assessable income of one
          or more Income Beneficiaries during that Financial Year.

     (b)  In determining how the Annual Income is to be applied, the Trustee may
          in its absolute discretion, but subject to clause 4.2(a) and the
          remainder of this clause 4, apply some or all of the Annual Income for
          a Financial Year for the benefit of any one or more of the Income
          Beneficiaries:

          (i)   by paying a Payable Liability of that Income Beneficiary;

          (ii)  to the exclusion of any one or more of them;

          (iii) in any shares or proportions; and

          (iv)  at any time,

          and the Annual Income or part so applied may be Income derived in any
          particular manner or from a particular source or having a particular
          character under the Tax Act or otherwise.

<PAGE>

                                      -18-


     (c)  The Trustee is hereby authorised to:

          (i)  pay out of the Annual Income of the Compensation Funds, all
               Operating Expenses which are deductible against the Income of the
               Compensation Funds; and

          (ii) pay out of the Charitable Fund Property any deductible or
               non-deductible Operating Expenses.

4.3  DURATION OF TRUST OF INCOME

     The trust with respect to the Income of the Fund commences on execution of
     this deed and expires on the Termination Date.

4.4  MODE OF EXERCISE OF POWERS IN RELATION TO INCOME

     The Trustee may:

     (a)  only exercise its powers under this clause 4 in writing and not
          orally;

     (b)  at its discretion, apply Annual Income of any Financial Year in favour
          of an Income Beneficiary which is a Liable Entity, solely by paying
          some or all of the Annual Income in discharge of a Payable Liability
          of the Liable Entity;

     (c)  at its discretion, apply Annual Income of any Financial Year in
          discharging all or any of the Operating Expenses whenever arising;

     (d)  only exercise its powers under this clause 4 at any time during the
          Financial Year to which the Annual Income relates; and

     (e)  not delegate to any person the exercise of any of its powers under
          this clause 4 except as permitted under clause 5.6.

4.5  INTEREST OF LIABLE ENTITIES

     To the maximum extent permitted by law, the interests at any time of the
     Liable Entities in the Annual Income in each Financial Year are limited
     such that the Liable Entities, whether individually or together:

     (a)  have no equitable interest in the Discretionary Fund (or any part of
          it, including the Income and the Discretionary Fund Property);

     (b)  are not beneficial owners of the Discretionary Fund (or any part of
          it, including the Income and the Discretionary Fund Property); and

     (c)  have no right whatsoever to require the transfer of any property from
          time to time forming part of the Income (or any other Discretionary
          Fund Property) to any or all of the Liable Entities or as they direct;

     (d)  have no right to seek to wind up any part of the Discretionary Fund,
          whether in respect of the Income (or any part of it) or the
          Discretionary Fund Property; and

<PAGE>

                                      -19-


     (e)  only have the right to require the terms of this deed to the extent
          they govern or apply to the Discretionary Fund to be observed by the
          Trustee and to be considered by the Trustee (according to the terms of
          this deed) as an object of the exercise of its discretions under
          clause 4.2.

4.6  RIGHTS OF LIABLE ENTITIES TO INCOME

     Notwithstanding that the Trustee may apply any Annual Income for the
     benefit of a Liable Entity by paying one or more Payable Liabilities of
     that Liable Entity, no Liable Entity shall have any rights to:

     (a)  require the Trustee to pay or apply any Annual Income in any manner,
          including any Annual Income which has been applied for the benefit of
          that Liable Entity;

     (b)  require the Trustee to pay any such amount to or for the benefit of
          the Liable Entity; or

     (c)  have any beneficial or equitable interests in the moneys or property
          applied by the Trustee or in any of the Discretionary Fund Property or
          the Income of the Discretionary Fund.

4.7  EXCLUSION BY TRUSTEE OF ANY PERSON FROM INCOME

     The Trustee may in its absolute discretion and by an instrument in writing,
     revocably or irrevocably exclude any person from benefiting under any
     provisions of this clause 4.

4.8  EFFECT OF EXCLUSION

     Where a person is excluded by the Trustee under clause 4.7, that person
     ceases from that time to be a person entitled to be appointed under clause
     4.2 in relation to, or entitled under any other provision of this clause 4,
     to any of the relevant Annual Income but otherwise remains an Income
     Beneficiary.

4.9  ACCOUNTING PRINCIPLES

     The accounts of the Compensation Funds prepared by the Trustee must be
     prepared in accordance with the following principles, unless the Trustee
     determines otherwise with the prior written consent of the parties to the
     Final Funding Agreement:

     (a)  the net income as shown in the financial statements for the
          Discretionary Fund for each Financial Year is to be the same amount as
          the Annual Income of the Compensation Funds for that Financial Year,
          less the costs, outgoings and expenses incurred by the Trustee which
          are deductible for the purposes of the Tax Act;

     (b)  to the maximum extent permitted by law, any receivable or any expenses
          may be allocated to or deducted from, as the case may be, the Income
          of a particular Financial Year which the Trustee in its absolute
          discretion
<PAGE>

                                      -20-


          determines. Without limitation to the foregoing, for this purpose the
          Trustee may in its discretion treat an amount as a receivable in a
          Financial Year where the amount represents the capital proceeds under
          the Tax Act of a CGT event occurring in that Financial Year as
          determined under the Tax Act;

     (c)  any rebate or deduction available to the Trustee or to any Income
          Beneficiary for the purpose of the Tax Act may be treated as an amount
          received or derived or as an expense incurred by the Compensation
          Funds even if under the principles of law usually applied to trust
          funds no amount or a different amount would have been received or
          derived or no, or a different, expense incurred (to the extent such
          principles may be lawfully excluded);

     (d)  to the maximum extent permitted by law, income derived during the
          Financial Year in any particular manner or from any particular source
          or having a particular character under the Tax Act or otherwise,
          including for example and without limitation:

          (i)   capital profits or gains;

          (ii)  dividends wholly or partly franked under the Tax Act with or
                without any amount deemed by the Tax Act to attach to those
                dividends;

          (iii) dividends unfranked under the Tax Act;

          (iv)  interest;

          (v)   foreign source income as defined in the Tax Act;

          (vi)  exempt income as defined in the Tax Act; or

          (vii) any other type of income or gain,

          may be separately classified or separately accounted for, with or
          without attributable expenses, and may be separately allocated to any
          Income Beneficiary.

4.10 NO TRUST OF ALLOCATED INCOME

     The allocation of Income in an accounting entry or resolution of the
     Trustee shall not create any trust or other entitlement of any Liable
     Entity with respect to the Income allocated in that manner. Until payment
     of Income by the Trustee, the Trustee shall not hold any of the Income for
     any Financial Year on any trust for any particular Liable Entity, which
     shall only be taken to be (or to be deemed to be) entitled to such Income
     to the extent to which the Trustee has paid out such Income for the benefit
     of that Liable Entity in accordance with this clause 4.

4.11 APPLICATION OF FINAL FUNDING AGREEMENT AND RELATED AGREEMENTS TO TRUST IN
     RESPECT OF INCOME

     Except to the extent expressly specified otherwise in any Transaction
     Documentation (including without limitation this deed):

<PAGE>

                                      -21-


     (a)  the Trustee shall administer the Discretionary Fund in the same manner
          as it administers the Charitable Fund; and

     (b)  in the event of any conflict as between the Charitable Purpose and the
          interests of the beneficiaries of the Discretionary Fund, the Trustee
          shall prefer that course of action which:

          (i)   does not create an entitlement of any Liable Entity to receive
                any monies directly or to direct the Trustee as to the
                disposition of any monies and which does not expose any such
                moneys to payment of creditors otherwise than as provided in the
                Transaction Legislation;

          (ii)  subject to paragraph (i), maximises the funds available to be
                paid towards SPF Funded Liabilities;

          (iii) subject to paragraphs (i) and (ii), is more consistent with, or
                which best facilitates the achievement of, the Charitable
                Purpose.

5.   TRUSTEE

5.1  THE TRUSTEE

     The Trustee must at all times ensure that it:

     (a)  is a company registered under the Corporations Act that is taken under
          section 119A of that Act to be registered in New South Wales;

     (b)  is a resident of New South Wales;

     (c)  includes within its Constitution the Constitutional Provisions; and

     (d)  does not accept appointment, or act, as a trustee of any fund or trust
          other than the Compensation Funds, or carry on any business, except to
          the extent necessary for the Trustee to perform its functions under
          this Deed and under the Transaction Legislation.

5.2  GENERAL POWERS OF THE TRUSTEE

     Subject to this Deed, the Trustee has all the powers, privileges and other
     incidents of ownership or possession over and in respect of the Charitable
     Fund Property and the Income that it is possible under the law to confer on
     a trustee and as though it were the absolute owner of the Charitable Fund
     Property and Income and acting in its personal capacity.

5.3  GENERAL ADMINISTRATION OF COMPENSATION FUND PROPERTY

     The Compensation Fund Property must be held and administered by the Trustee
     in the following manner:

     (a)  The Trustee must open or arrange the opening of the Compensation Fund
          Account.

     (b)  The Compensation Funds Account is to be in addition to any other bank
          account maintained by the Trustee.

<PAGE>

                                      -24-


     (c)  The Trustee shall be entitled to intermingle both Charitable Fund
          Property and Discretionary Fund Property in the Compensation Funds
          Account.

     (d)  The Trustee must pay or credit to the Compensation Funds Account all
          of the following moneys promptly upon receipt by the Trustee:

          (i)   all monetary gifts and donations received by the Trustee
                (including the Settled Sums);

          (ii)  the Funding Payments;

          (iii) all interest earned on the monies in the Compensation Funds
                Account; and

          (iv)  all monies derived from property given or transferred to or
                acquired by the Fund or from rights conferred upon the Trustee.

     (e)  No other monies will be paid or credited to the Compensation Funds
          Account.

     (f)  The Compensation Funds Account will be managed by the Trustee Board.

     (g)  The Charitable Fund Property and the Discretionary Fund Property must
          at all times be clearly identifiable as property of the Trustee and:

          (i)   must be held separately from all other assets of the Trustee;

          (ii)  the Charitable Fund Property and the Discretionary Fund Property
                held in the Compensation Funds Account must each be able to be
                ascertained and distinguished from each other,

          and if requested in writing by the Settlor or the NSW Government, the
          Trustee must provide details of the extent to which the amount
          standing to the credit of the Compensation Funds Account at any
          particular time comprises Charitable Fund Property or Discretionary
          Fund Property.

     (h)  The Charitable Fund Property may only be dealt with and applied by the
          Trustee in connection with or in furtherance of the Charitable Purpose
          or for the purpose of deriving Income on the Charitable Fund Property
          in the manner required or permitted by this deed, the Final Funding
          Agreement, the Transaction Legislation and the general law.

5.4  CONTROL OF LIABLE ENTITIES

     The Trustee is not required to carry out the functions referred to in
     clauses 3.2(c), (e), (i) (ii), (j) and (l) in relation to a Liable Entity
     unless that Liable Entity is under the control or direction of the Trustee.

<PAGE>

                                      -25-


5.5  CONTRACTING AND INVESTING POWERS

     To the extent permitted by law, the Trustee in its capacity as Trustee of
     the Compensation Funds has power to do (or in its capacity as trustee of
     the Charitable Fund, to cause the Liable Entities to do) any of the
     following:

     (a)  invest in shares, stock, bonds, cash deposits, notes, debentures,
          units, rights to profit or any other security (including, but without
          limitation, whether convertible, redeemable, preferred, deferred or
          partly paid, with or without any right, title or interest in or to
          such security including an option or a right to subscribe) including
          making contributions in respect thereof;

     (b)  realise, vary or exchange any Investment and add any Investment to the
          Compensation Fund Property;

     (c)  subject to clause 7.2, exercise any voting rights attaching to
          Investments forming part of the Compensation Fund Property in such
          manner as the Trustee thinks fit;

     (d)  appoint any of its executives, directors or employees (each an
          APPOINTEE) to the board of directors or other governing body of an
          Investee, provided that fees earned by any Appointee shall be income
          of the Trustee and form part of the Compensation Fund Property;

     (e)  possess, sell, exchange, transfer, mortgage, pledge or otherwise
          dispose of, encumber or deal in the assets of the Compensation Funds
          for cash, shares, stock, Securities or other property of any nature
          (whether real or personal) or any combination of them on such terms
          and conditions as may be determined by the Trustee (for the avoidance
          of doubt, the Trustee has the power to provide warranties in relation
          to the sale of any Investment);

     (f)  borrow money or Securities either bearing or free of interest, with or
          without security, and by way of loan, debenture, bill of exchange or
          otherwise on such terms and conditions as the Trustee, in its absolute
          discretion thinks fit, or guarantee loans or other extensions of
          credit;

     (g)  make loans or provide other financial accommodation to Investees, or
          give guarantees for the benefit of Investees or other Persons as a
          necessary or integral part of an Investment;

     (h)  institute, prosecute and compromise legal proceedings to secure
          compliance with this Deed or any other right which the Trustee has as
          Trustee of the Fund and enforce any debt or liability owed to the
          Trustee as Trustee of the Fund (or to which the Trustee is subrogated)
          including by issuing any statutory or other demand, instituting,
          prosecuting and compromising any legal proceedings, and lodging a
          proof of debt or claim in relation to, or as a consequence of, the
          Insolvency of any Person;

     (i)  pursue and compromise any claim held by the Trustee or to which the
          Trustee is subrogated to any insurer or reinsurer;

     (j)  pay all outgoings and expenses connected with the Compensation Funds
          or this Deed (including all fees payable to Agents and/or attorneys
          appointed under clause 5.6) and, subject to clause 5.3, conduct such
          bank account or accounts of the Fund as the Trustee thinks fit;

     (k)  give receipts and discharges in the name of the Compensation Funds for
          any moneys received on behalf of the Trustee;

<PAGE>

                                      -26-


     (l)  either alone or jointly with any other Person, guarantee, give any
          indemnity in respect of or become liable for or (whether or not any
          such guarantee has been given) mortgage or charge the Compensation
          Fund Property or any part of it as security for the payment of money,
          with or without interest (including money payable or to become payable
          under a fluctuating overdraft) or for the performance of any
          obligations by any Person and without limitation, for the purpose of
          securing the payment of any moneys or the performance of any
          obligations for which the Trustee has become or may become liable
          under or by virtue of any guarantee, indemnity, option or other
          contract entered into by the Trustee;

     (m)  draw, endorse, discount, sell, purchase and otherwise deal with bills
          of exchange, commercial bills, promissory notes, other negotiable
          instruments or certificates of deposit, debentures, notes or any other
          financial instruments either alone or jointly but so that the total of
          the moneys for the time being the subject of liability on the part of
          the Trustee whether as drawer, acceptor or endorser of any and all
          such instruments and whether alone or jointly or severally with other
          persons are deemed to be liabilities of the Compensation Funds for all
          purposes, and any reference in this clause to the "Trustee" shall
          include a reference to each Liable Entity;

     (n)  maintain and repair the Compensation Fund Property;

     (o)  develop, improve or vary the Compensation Fund Property in any way;

     (p)  insure the Compensation Fund Property or any Income thereon for any
          amount against any risk;

     (q)  pay expenses and outgoings (including taxes) incurred on the
          Compensation Fund Property or Income out of the Compensation Fund
          Property or Income;

     (r)  lease Compensation Fund Property at any rent and on any terms;

     (s)  add to the Charitable Fund Property any part of the Income distributed
          by the Trustee in its capacity as trustee of the Discretionary Fund
          pursuant to clause 4.1(b);

     (t)  solicit and receive as additions to the Compensation Fund Property
          gifts and benefactions of any kind whether inter vivos or
          testamentary; and

     (u)  take any action it thinks fit for the adequate protection of the
          Compensation Fund Property or Income thereon and do all things
          incidental to the exercise of any powers conferred on the Trustee by
          this Deed;

     (v)  enter into Claims Management Agreements with the Liable Entities (and
          in respect of Payable Liabilities which are not SPF Funded
          Liabilities), on the basis that the Liable Entities must bear the full
          cost and all liabilities associated with such claims; and

<PAGE>

                                      -27-


     (w)  accept appointment and act as a Single Claims Manager,

     and for the avoidance of doubt, the Trustee may, subject to clause 5.11,
     make investment decisions which do not result in a guaranteed return of
     either capital or income, where the Trustee considers it necessary or
     appropriate to do so.

5.6  POWERS OF DELEGATION AND APPOINTMENT

     The Trustee may:

     (a)  authorise any person to act as its agent or delegate (in the case of a
          joint appointment, jointly and severally) to provide advice, hold
          title to any Compensation Fund Property, perform any act or exercise
          any discretion within the Trustee's power, including without
          limitation the power to appoint in turn its own agent or delegate and
          in particular the power to enter into the Irrevocable Power of
          Attorney;

     (b)  include in the authorisation provisions to protect and assist those
          dealing with the agent or delegate as the Trustee thinks fit;

     (c)  appoint, remove or vary the appointment of the Approved Actuary, the
          Approved Auditor and any accountants, solicitors, barristers,
          investment bankers, technical or other experts and qualified advisers
          to:

          (i)   provide advice;

          (ii)  do anything required or permissible by this Deed, including the
                receipt and payment of money and the execution of any document
                by the Trustee; and

          (iii) transact any business,

          in connection with the Compensation Funds (including all Compensation
          Funds monies, whether forming part of the Income of the Compensation
          Funds or the Charitable Fund Property or the Discretionary Fund
          Property) or the Charitable Purpose, subject always to the obligations
          of the Trustee under the Final Funding Agreement;

     (d)  appoint an attorney to execute any document on any terms the Trustee
          thinks fit;

     (e)  employ any person in connection with anything required to be done
          under this Deed and to decide the remuneration (including expenses and
          superannuation) to be paid to that person provided that, subject to
          clause 5.6(f), no payment is made to any director of the Trustee other
          than the payment of:

          (i)   out of pocket expenses incurred by the director in the
                performance of any duty as a director of the Trustee subject to
                the amount payable not exceeding any amount previously approved
                by the board of directors of the Trustee;

          (ii)  any service rendered to the Trustee by the director in a
                professional or technical capacity (and not in his or her
                capacity as a director) where the provision of the service has
                been previously approved by the board of directors of the
                Trustee and the remuneration for the service does not exceed an
                amount which is proper remuneration for the service;

<PAGE>

                                      -28-


          (iii) any salary or wage due to the director as an employee of the
                Trustee where the terms of employment have been previously
                approved by the board of directors of the Trustee and the salary
                or wage does not exceed an amount which is proper remuneration;

          (iv)  an insurance premium in respect of a contract insuring an
                officer to which section 212 of the Corporations Act refers or
                the provision of a financial benefit (by way of indemnity) to a
                director to which section 212 of the Corporations Act refers;

     (f)  in addition to the payments to directors of the Trustee permitted
          under clause 5.6(e), pay such amount as director's fees as it
          considers appropriate to any director of the Trustee not being an
          employee of the NSW Government or an employee of any member of the
          JHINV Group; and

     (g)  direct any director or officer of a Liable Entity to act in any manner
          or do any act as described in this Deed.

5.7  POWERS UNDER TRANSACTION LEGISLATION

     In addition to any Powers conferred on the Trustee under this Deed and at
     law, the Trustee may exercise each and any power conferred on it by the
     Transaction Legislation or by any other Act or Regulation made under any
     Act of the State of New South Wales.

5.8  LIMITATIONS ON POWERS OF THE TRUSTEE

     (a)  Notwithstanding any other provision of this Deed, the Trustee has no
          power to and must not pay or discharge or purport to pay or discharge
          any liability of a Liable Entity which a Liable Entity is not
          authorised to pay or discharge by the Final Funding Agreement, a
          Related Agreement or the Transaction Legislation.

     (b)  Notwithstanding any other provision of this Deed, prior to the
          Commencement Date the Trustee may not exercise any of its powers under
          this Deed or at law except to the extent that such exercise is
          necessary or reasonably incidental to:

          (i)   establish the Compensation Funds Account;

          (ii)  manage any application to the Australian Taxation Office
                concerning the status of the Fund for income tax purposes; or

          (iii) other matters or tasks which are purely administrative in
                nature and preparatory to the discharge by the Trustee of its
                substantive rights, powers and responsibilities under this Deed,
                the Final Funding Agreement and the Transaction Legislation.

5.9  EXERCISE OF DISCRETION

     The Trustee may in its absolute discretion decide how and when to exercise
     its Powers.

<PAGE>

                                      -29-


5.10 COMPLIANCE WITH THE FINAL FUNDING AGREEMENT

     (a)  The Trustee must at all times comply fully with the obligations
          imposed on the Trustee by the Final Funding Agreement.

     (b)  In the event of any inconsistency between the Final Funding Agreement
          and this Deed, the terms of the Final Funding Agreement prevail to the
          extent of the inconsistency but otherwise this Deed shall have effect.

5.11 TRUSTEE'S STANDARD OF DUTY

     The Trustee must exercise the same degree of care, skill and diligence as a
     reasonable and prudent person would exercise if it was the Trustee of the
     Compensation Funds.

5.12 RELIANCE ON ADVICE

     The Trustee may take and may act upon:

     (a)  the advice of the Approved Actuary;

     (b)  the opinion or advice of counsel or solicitors, whether or not
          instructed by the Trustee, in relation to the interpretation of this
          Deed or any other document (whether statutory or otherwise) or
          generally in connection with the Compensation Funds;

     (c)  advice, opinions, statements or information from any bankers,
          accountants, auditors, valuers and other persons consulted by the
          Trustee who are in each case believed by the Trustee in good faith to
          be expert in relation to the matters upon which they are consulted;
          and

     (d)  any other document provided to the Trustee in connection with the
          Compensation Funds upon which it is reasonable for the Trustee to
          rely,

     and the Trustee will not be liable for anything done, suffered or omitted
     by it in good faith in reasonable reliance upon such opinion, advice,
     statement, information or document, unless otherwise known to be false or
     incomplete.

5.13 REMUNERATION

     (a)  Subject to paragraphs (b) and (c), no remuneration or other benefit in
          money or money's worth will be paid or transferred, directly or
          indirectly, to the Trustee or to any member or officer of the Trustee
          in respect of his or her duties or conduct as such.

     (b)  The Trustee may pay out of the Charitable Fund Property:

          (i)   reasonable remuneration to any member, officer, employee or
                agent of the Trustee for services actually rendered to the
                Trustee acting in accordance with this Deed in connection with
                the Charitable Fund;

          (ii)  payment or reimbursement for out of pocket expenses reasonably
                incurred by any member, officer, employee or agent of the
                Trustee in carrying out the Trustee's functions under this Deed
                in connection with the Charitable Fund; and

<PAGE>

                                      -30-


          (iii) fees and disbursements to any solicitor, accountant or other
                advisor or the Trustee in connection with the Charitable Fund.

     (c)  The Trustee may pay out of the Discretionary Fund Property:

          (i)   reasonable remuneration to any member, officer, employee or
                agent of the Trustee for services actually rendered to the
                Trustee acting in accordance with this Deed (and whether in
                connection with the Charitable Fund or the Discretionary Fund);

          (ii)  payment or reimbursement for out of pocket expenses reasonably
                incurred by any member, officer, employee or agent of the
                Trustee in carrying out the Trustee's functions under this Deed
                (and whether in connection with the Charitable Fund or the
                Discretionary Fund); and

          (iii) fees and disbursements to any solicitor, accountant or other
                advisor or the Trustee (whether incurred in connection with the
                Charitable Fund or the Discretionary Fund).

6.   LIABILITY

     The Trustee shall not be liable for:

     (a)  a loss to the Compensation Fund Property;

     (b)  any action taken or omitted to be taken by it under this Deed,

     except in the case of wilful default, fraud or negligence of the Trustee.

7.   INDEMNITY AND INSURANCE

7.1  INDEMNITY

     The Trustee and the officers, employees, agents and attorneys of the
     Trustee (each an INDEMNIFIED PERSON) shall be indemnified out of the
     relevant Compensation Fund's Property for:

     (a)  all costs, charges, liabilities and expenses (including legal costs
          and expenses) incurred in the performance or exercise or attempted
          performance or exercise of any duty or Power; and

     (b)  any action brought against any of them concerning this Deed, the
          relevant Compensation Fund's Property or the neglect or default of any
          solicitor, banker, accountant or other agent employed in good faith by
          the Trustee,

     except to the extent any of the above arise or are incurred as a result of
     the wilful default, fraud or negligence of the Indemnified Party.

<PAGE>

                                      -31-


7.2  INDEMNITY FOR EXERCISE OF VOTING RIGHTS

     Except as otherwise provided by law:

     (a)  the Trustee or its Appointee is not liable or responsible to any
          Person for the management of any company or body or for any vote or
          action taken or consent given by the Trustee or its Appointee in
          person or by proxy or power of attorney.

     (b)  neither the Trustee nor the holder of any proxy or power of attorney:

          (i)  incurs any liability or responsibility by reason of any error of
               law or mistake of fact or any matter or thing done or omitted or
               approval voted or given or withheld by the Trustee or its
               Appointee or by the holder of a proxy or power of attorney under
               this Deed; and

          (ii) is under any obligation to anyone with respect to any action
               taken or caused to be taken or omitted by the Trustee or its
               Appointee or by any holder of a proxy or power of attorney.

7.3  MAINTAIN INSURANCE

     (a)  The Trustee must use its best endeavours to effect and maintain a
          contract of insurance with an established and reputable insurer, which
          insures the Trustee and the officers and employees of the Trustee
          (each an INSURED PERSON) against all liabilities incurred by them
          whilst acting in that capacity, provided that the liability does not
          arise out of conduct involving a wilful breach of duty to the Trustee.
          The Trustee shall be entitled to pay for the premium on such contracts
          out of Compensation Fund Property.

     (b)  Unless the Trustee agrees otherwise, the. contract of insurance
          referred to in clause 7.3(a) must contain a provision waiving all
          rights of subrogation or action against each Insured Person.

     (c)  The exercise of the Trustee's discretion under clause 7.3(b) only
          arises if the Trustee receives a written request (either as a standing
          request or from time to time) from an Insured Person and if and to the
          extent that the Insured Person does not otherwise have the benefit of
          a contract of insurance on the same terms as set out in that clause.

     (d)  The Trustee may satisfy its obligations under clause 7.3(a) by paying
          the premium attributed to the Insured Persons by a broker under a
          global contract of insurance that includes coverage for the Insured
          Persons and the officers of companies in the JHINV Group.

7.4  NOT RENDER VOID

     The Trustee must use its best endeavours to ensure that it does not do
     anything which will render void any contract of insurance effected under
     clause 7.3.

<PAGE>

                                      -32-


8.   APPOINTMENT OF NEW TRUSTEE

8.1  CONDITION PRECEDENT TO APPOINTMENT

     No appointment or purported appointment of a new Trustee of either the
     Charitable Fund or the Discretionary Fund will take effect unless the new
     Trustee is appointed to both funds, and unless and until the new trustee to
     be appointed has been approved in writing by the NSW Government and JHINV
     (each acting reasonably) and a Deed of Accession has been duly executed by
     the proposed new Trustee and each other party thereto and delivered to
     JHINV and the NSW Government.

8.2  TRUSTEE ACT, RELIANCE AND NOTICES

     (a)  Subject to the following paragraphs, the provisions of Part 2 Division
          1 of the Trustee Act apply:

          (i)  if for the purposes of section 6(4)(b) of the Trustee Act, the
               last surviving or continuing Trustee is a corporation in
               liquidation then any relevant appointment may be made by the
               liquidator of that corporation; and

          (ii) notwithstanding section 8(1) of the Trustee Act, a sole Trustee
               may only retire if at least one new Trustee is appointed in place
               of that sole Trustee.

     (b)  Upon the retirement, removal or appointment of the Trustee, the new
          Trustee must endorse a note on this Deed recording the retirement,
          removal or appointment and any Person acting on this Deed or with
          notice of its terms shall be entitled to rely on its terms (as
          amended) as evidence of the identity of the Trustee or the Trustees at
          that time.

8.3  ACCEPTANCE OF ACCOUNTS AND DISCHARGE

     (a)  Any new Trustee may accept the accounts given and the property
          delivered to it by a continuing or ceasing Trustee without having to
          enquire as to the assets of the Fund.

     (b)  Subject to clause 8.3(d), any ceasing Trustee may be given a full
          discharge by the new Trustee and the discharge will release the
          ceasing Trustee from all obligations in relation to all or any part of
          the Compensation Fund Property.

     (c)  Any discharge given under clause (b) will bind all persons who:

          (i)  have or might take any interest in all or any part of the
               Compensation Fund Property; or

          (ii) who have or might have a right to have the Compensation Fund
               Property properly administered in accordance under this Deed.

     (d)  Despite anything in clause 8.3(b), a ceasing Trustee shall not be
          released by any discharge given under clause 8.3(b) if:

          (i)  that discharge arises from any acts or omissions of the ceasing
               Trustee having been concealed by the Trustee fraudulently,
               dishonestly or in bad faith; or

<PAGE>

                                      -33-


          (ii) the discharge relates to any loss to the Compensation Funds, for
               which the Discretionary Fund or the Charitable Fund (as the case
               may be) has not been properly compensated, which arose as a
               consequence of the wilful default, fraud or negligence of the
               ceasing Trustee.

9.   THIRD PARTIES

     No person (including the Registrar General or any other government agency)
     dealing in good faith with the Trustee (including as vendor, purchaser or
     mortgagor) is bound to enquire:

     (a)  as to the authority or purpose of the Trustee;

     (b)  as to the application of money received by the Trustee;

     (c)  whether the dealing is necessary or proper; or

     (d)  in any other way as to the proprietary or regularity of the dealing.

10.  FAILURE OF THE TRUSTEE AND TERMINATION OF THE COMPENSATION FUNDS

     (a)  The Trustee may only terminate the Compensation Funds with the prior
          written consent of the NSW Government and JHINV.

     (b)  If the Charitable Fund is terminated, set aside or fails for any
          reason, or if the Trustee becomes unable (for any reason including as
          a consequence of an Insolvency Event) to carry out its functions and
          comply with its obligations under this Deed, the Final Funding
          Agreement and the Transaction Legislation, then the Charitable Fund
          Property must be applied as follows:

          (i)  first, in payment of any amounts payable to any creditor of the
               Trustee in its capacity as trustee of the Charitable Fund; and

          (ii) secondly, the balance must be dealt with and applied in
               accordance with clause 4.6 of the Final Funding Agreement.

     (c)  If the Discretionary Fund is terminated, set aside or fails for any
          reason, or if the Trustee becomes unable (for any reason including as
          a consequence of an Insolvency Event) to carry out its functions and
          comply with its obligations under this Deed, the Final Funding
          Agreement and the Transaction Legislation, then the Discretionary Fund
          Property must be applied as follows:

          (i)  first, in payment of any amounts payable to any creditor of the
               Trustee in its capacity as trustee of the Discretionary Fund; and

          (ii) secondly, the balance must be dealt with and applied in
               accordance with clause 4.6 of the Final Funding Agreement.
<PAGE>

                                     -34-


11.  AMENDMENTS

     (a)  Subject to this clause, this Deed may from time to time be amended by
          a deed poll executed by the Trustee.

     (b)  Prior to the Commencement Date, any provision of this Deed whatsoever
          may be amended with the prior written consent of the parties to the
          Final Funding Agreement.

     (c)  Subject to clause 11(b), no amendment of this Deed shall be made if as
          a result:

          (i)  the Charitable Purpose would be altered in any way;

          (ii) any of clauses 1.1, 2.2(c), 2.3, 2.4(c), 3, 4, 5, 6, 8.1, 9, 10
               or 11 would be amended, repealed or otherwise made redundant or
               ineffective.

12.  FINANCES OF THE COMPENSATION FUNDS

12.1 ACCOUNTS AND APPROVED AUDITOR

     (a)  The Trustee must ensure that proper books of account and all other
          proper books and records are kept for the Compensation Funds and for
          each of the Liable Entities.

     (b)  The Trustee must comply with clause 5.12 of the Final Funding
          Agreement including by appointing an Approved Auditor to be the
          auditor of the Compensation Funds and ensuring that the financial
          affairs of the Compensation Funds and each of the Liable Entities are
          audited by the Approved Auditor at least once in each calendar year.

     (c)  The Trustee must provide the NSW Government and JHINV with each report
          of the Approved Auditor.

12.2 APPROVED ACTUARY

     The Trustee must appoint and at all times retain an Approved Actuary of the
     Compensation Funds in accordance with clause 5.15 of the Final Funding
     Agreement.

12.3 ACCESS TO BOOKS AND RECORDS

     The Trustee must give the NSW Government Auditor full and free access to
     the books and records of the Compensation Funds in accordance with clause
     5.13 of the Final Funding Agreement.

12.4 GENERAL REPORTING OBLIGATIONS

     (a)  Within three months of the end of each Financial Year, the Trustee
          will prepare and issue to JHINV and the NSW Government a report of the
          affairs and activities of the Compensation Funds for the reporting
          period by reference to the budget of the Compensation Funds for the
          reporting period and its financial and other objectives for that
          period.

<PAGE>

                                      -35-


     (b)  Without limiting or affecting the Trustee's obligations under clause
          4.9 or clause 5.3(g), the Trustee must:

          (i)   prepare a set of consolidated financial statements for the
                Charitable Fund (including, for so long as all or a majority of
                the shares in the Liable Entities are owned or controlled by the
                Trustee, the Liable Entities) in respect of each Financial Year
                during the Term, in accordance with requirements applicable
                under the Corporations Act and in accordance with Australian
                generally accepted accounting principles (or on such other basis
                as may be agreed between the parties to the Final Funding
                Agreement);

          (ii)  prepare a set of financial statements for the Discretionary Fund
                in respect of each Financial Year during the Term, in accordance
                with requirements applicable under the Corporations Act and in
                accordance with Australian generally accepted accounting
                principles (or on such other basis as may be agreed between the
                parties to the Final Funding Agreement); and

          (iii) engage the Approved Auditor to audit each of those financial
                statements on a timely basis in respect of each Financial Year
                and to provide a copy of the relevant audit reports to the
                parties to the Final Funding Agreement.

13.  ACTION BY THE TRUSTEE

13.1 ACTIONS THROUGH BOARD OF DIRECTORS

     The Trustee will act through its board of directors in accordance with this
     Deed, the Final Funding Agreement, its Constitution, the Transaction
     Legislation and the Corporations Act.

13.2 COMPLIANCE WITH TAX EXEMPTION

     The Trustee will comply with any condition to any exemption from Taxation
     given from time to time in respect of the Compensation Funds or their
     income, and shall do all things reasonably necessary to maintain and comply
     with that exemption, provided that nothing in this clause shall permit or
     authorise the Trustee to fail to act in accordance with the Charitable
     Purpose, the Final Funding Agreement or the Transaction Legislation.

14.  CERTIFICATES

     A certificate signed by the secretary of the Trustee that a resolution has
     been passed by the Trustee, is conclusive, evidence as against any person
     dealing with any of those bodies that the resolution has been duly passed
     at a properly convened meeting of the relevant body.

15.  GOVERNING LAW

     This Deed is governed by the laws of New South Wales.

<PAGE>

                                      -36-


16.  NO ENFORCEMENT BY THIRD PARTIES

     For the avoidance of doubt, no person (other than the NSW Attorney-General
     in respect of the Charitable Fund or a party hereto) may enforce this Deed
     or the Compensation Funds constituted by this Deed, except as expressly
     provided in this Deed or in the Transaction Legislation or clause 4.4(a) of
     the Final Funding Agreement.

EXECUTED and delivered as a Deed in New South Wales.

Each Attorney executing this Deed states that he or she has no notice of
revocation or suspension of his power of attorney.

<PAGE>

                                      -37-


SIGNED SEALED and DELIVERED         )

BY JAMES HARDIE INDUSTRIES N.V.     )
                                    )   Signed by Russell Chenu
                                    )   -------------------------------
                                        Signature of director


Signed by Meredith Hellicar             Russell L. Chenu
-----------------------------------     -------------------------------
Signature of director                   Print Name


Meredith Hellicar
----------------------------------
Print name


SIGNED SEALED and DELIVERED         )

By ASBESTOS INJURIES                )

COMPENSATION FUND LIMITED           )   Signed by Peter Baker
                                    )   -------------------------------
                                        Signature of director


Signed by Joanne Marchione              Peter W. Baker
-----------------------------------     -------------------------------
Signature of director/ secretary        Print Name


Joanne Marchione
-----------------------------------
Print name

<PAGE>

                                      -38-


                                   SCHEDULE 1

CONSTITUTIONAL PROVISIONS

1.   THE TRUSTEE BOARD

1.1  The management of the Compensation Funds shall vest in the Trustee.

1.2  The Trustee Board shall consist of a minimum of 3 Directors and a maximum
     of 5 Directors as determined by the Directors.

1.3  Initially there shall be five Directors. JHINV must appoint three of those
     Directors and the NSW Government must appoint two of those initial
     Directors.

2.   POWER TO APPOINT DIRECTORS

2.1  Unless paragraph 2.3 applies:

     (a)  JHINV shall be entitled to appoint a majority of the Directors from
          time to time to the Trustee Board and to designate one of those
          Directors to be Chairman;

     (b)  JHINV may, by Notice to the other Parties, nominate a subsidiary for
          so long as it remains a subsidiary of JHINV, to exercise its rights
          under this clause 2.1; and

     (c)  JHINV shall, or shall procure that the nominated subsidiary shall,
          promptly give Notice to the Trustee and the NSW Government of any
          appointment made pursuant to this clause 2.1.

2.2  The NSW Government shall be entitled to appoint the remaining Directors.

2.3  If a Special Default occurs or an Insolvency Event in relation to JHINV
     occurs and so long as that Special Default or Insolvency Event remains in
     existence and the NSW Government gives to JHINV a notice that clause
     16.3(b) of the Final Funding Agreement is to apply:

     (a)  the Trustee Board must be constituted so that a majority of the
          Directors shall have been appointed by the NSW Government,

     (b)  the NSW Government may appoint further Directors so that the foregoing
          is achieved, and the Chairman (and remove any such appointees); and

     (c)  JHINV must procure the resignation of the requisite number of
          Directors appointed by JHINV (so that the foregoing is achieved).

3.   POWER TO REMOVE AND REPLACE DIRECTORS

Each Appointor may, by Notice in writing to the Trustee, remove and replace,
from time to time, the persons appointed by it as a Director or Chairman. Except
in cases of emergency, at least 5 Business Days' Notice shall be given to the
other parties of any proposed appointment of a Director

<PAGE>

                                      -39-


4.   QUORUM

The quorum for a Trustee Board meeting is, if JHINV has appointed at least one
Director, one Director appointed by JHINV and, if the NSW Government has
appointed at least one Director, one Director appointed by the NSW Government
provided that:

(a)  subject to paragraph (b), if a quorum is not present at a meeting, the
     meeting shall be reconvened by Notice to a date no less than 24 hours after
     the date of the original meeting (or such time as is reasonable in cases of
     emergency) and the quorum for such a reconvened meeting of which all
     Directors have been given notice in writing shall be at least two
     Directors; and

(b)  if a Special Default occurs or an Insolvency Event in relation to JHINV
     occurs and so long as the Special Default or Insolvency Event remains in
     existence, and the NSW Government gives to JHINV a Notice that clause
     16.3(b) of the Final Funding Agreement is to apply, the quorum for a
     meeting of the Board of the Fund will be two Directors appointed by the NSW
     Government.

5.   VOTING AT TRUSTEE BOARD MEETINGS

(a)  Subject to paragraph (c) and except as otherwise specified in this
     Constitution, at any meeting of the Directors, each Director has one vote.

(b)  Subject to paragraph (c), if a Director representative of a party and his
     or her alternate Director is absent, the remaining Director representatives
     of that party shall be entitled to jointly exercise the absent Director's
     vote.

(c)  If a Special Default occurs or an Insolvency Event occurs in relation to
     JHINV occurs, and so long as that Special Default or Insolvency Event
     remains in existence and the NSW Government gives to JHINV a Notice that
     clause 16.3(b) of the Final Funding Agreement is to apply, the total number
     of votes that may be cast at any meeting of the Board of the Trustee by the
     Directors (including the Chairman) appointed by JHINV or one of its
     subsidiaries present at the meeting shall be one less than the number of
     votes that may be cast by the Directors appointed by the NSW Government
     present at that meeting.

6.   CHAIRMAN AND CHAIRMAN'S VOTE

The Chairman will have a casting vote in addition to a deliberative vote.

7.   INTERESTS OF APPOINTOR

7.1  Subject always to a Director's obligations under the Trust Deed, this
     Constitution, statute or otherwise at law, a Director may take into account
     the views of that Director's Appointor and may act on the wishes of that
     Appointor in performing any of his or her duties or exercising any power,
     right or discretion as a Director in relation to the Trustee.

7.2  A Director may provide that Director's Appointor with copies of all
     documents, Board Papers and other material which come into the possession
     of the Director in that capacity and may disclose to and discuss with the
     Appointor all information to which the Director becomes privy in that
     capacity.

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7.3  A Director is not precluded from voting or otherwise acting in his or her
     capacity as a Director as a result of any conflict of interest arising from
     the fact that the Director is an employee, consultant or officer of an
     Appointor, or in the case of a Director appointed by the NSW Government, a
     public servant.

8.   ADJOURNMENT

Subject always to paragraph 4, if a quorum is not present within 1 hour after
the time appointed for a meeting, the meeting will stand adjourned as follows:

(a)  if paragraph 4(a) applies, the meeting shall be adjourned to the time
     specified in paragraph 4(a);

(b)  in any other case the same time and place seven days after the meeting or
     to another day, time and place determined by those Directors present.

9.   ALTERNATE DIRECTORS

Each Director may appoint, by Notice in writing to the Trustee, an alternate to
act in his or her place. Except in cases of emergency, at least 5 Business Days'
Notice must be given of any proposed appointment of an alternate director
pursuant to this clause 9.

10.  INSURANCE AND INDEMNITIES

The Trustee must use best endeavours to take out and maintain Directors and
Officers liability insurance with a reputable insurer in respect of each
Director and must execute a deed of access and indemnity in favour of each
Director.