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JAMES HARDIE INDUSTRIES N.V.
 THE STATE OF NEW SOUTH WALES
 
 DEED OF RELEASE
 
 CONFORMED COPY




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THIS DEED 22 June
 1.
    
    James Hardie Industries N.V.ARBN 097 829 895 incorporated in the
Netherlands and having its registered office at Atrium, Unit 04-07,
Strawinskylaan 3077, 1077ZX Amsterdam, The Netherlands, and with its
Australian registered office at Level 3, 22 Pitt Street, Sydney, New
South Wales (JHINV)2.
    
    The State of New South Wales (NSW Government)
 RECITALS
 A.
    
    This deed is entered into by the Parties described above in the following context (some of
the expressions used in these recitals being defined in clause 1of this deed):
 (a)
    
    on 21 December 2004, the Initial Negotiating Parties entered into a non-binding
Heads of Agreement which set out the agreed position of the Initial Negotiating Parties
in relation to the principles on which the binding agreement referred to in Recital (b)
would be based and the key standing considerations relevant to implementing those
principles to be reflected in the binding agreement; and(b)
    
    on 1 December 2005, the NSW Government, JHINV and the Performing Subsidiary
entered into an agreement (the Final Funding Agreement) which set out the agreed
position of those persons in relation to the basis on which, subject to the
satisfaction or waiver of the conditions set out in the Final Funding Agreement, JHINV
and/or the Performing Subsidiary will provide funding on a long-term basis to the
Trustee.
 B.
    
    The Parties enter into this deed to give effect to the releases contemplated in clause
12.1(c) of the Heads of Agreement.
 THIS DEED WITNESSES
 1
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsIn this deed:ABN 60means ABN 60 Pty Limited (ABN 60 000 009 263).ABN 60 Foundationmeans ABN 60 Foundation Pty Ltd (ACN 106 266 611).ACTUmeans Australian Council of Trade Unions of Level 2, 393 Swanston Street,
Melbourne in the State of Victoria.Amabameans Amaba Pty Limited (ABN 98 000 387 342).Amacameans Amaca Pty Limited (ABN 49 000 035 512).




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2 
 Asbestos Support Groups
 Associated Person
 (a)
    
    each member of the JHINV Group;(b)
    
    each Liable Entity; and(c)
    
    each past and present director, officer, employee, adviser or agent of any
person described in paragraphs (a) or (b) of this definition.
 Banton
 Business Day
 Commencement Date
 Controlled Entities
 Deed of Accession
 Deeds of Covenant and Indemnity
 (a)
    
    the deed of that name dated 16 February 2001 and entered into between JHIL,
Amaba and Amaca and any amendments thereto (including without limitation pursuant to
the amending deed dated 10 September 2001); and(b)
    
    the Deed of Covenant Indemnity and Access between JHINV and ABN 60 dated 31
March 2003 and any amendments thereto.
 Final Funding Agreement
 Fund
 Heads of Agreement
 Initial Negotiating Parties
 Jackson Inquiry
 JHIL
 JHIL Group




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3 JHINV Group
 Liable Entities
 MRCF
 Notice clause 11
 Parties
 Performing Subsidiary clause 6.2
 Person
 Release Legislation
 Relevant Matters
 (a)
    
    the establishment and underfunding or funding of the MRCF, and the February
2001 ABN 60 group corporate reorganisation (including, without limitation, the
transfer of the Liable Entities out of the JHIL Group, representations made to
incoming directors of the Liable Entities and other third parties regarding the
Liable Entities and their assets and liabilities, the media releases of ABN 60 of 16
February 2001 and of JHINV of 29 and 30 October 2003 and any statements made in
relation to any of the foregoing matters);(b)
    
    the Deeds of Covenant and Indemnity;(c)
    
    the transfers of assets, and the dividends and management fees paid, by the
Liable Entities, as described in the report of the Jackson Inquiry;(d)
    
    the August to October 2001 ABN 60 group corporate reorganisation (including
without limitation the scheme of arrangement in relation to ABN 60 of August to
October 2001, the contemporaneous reduction of capital of (and cancellation of fully
paid ordinary shares in) ABN 60 and subscription by JHINV for partly paid shares in
ABN 60, the subsequent cancellation of those partly paid shares in ABN 60 in March
2003 and representations to third parties and the court and any statements made in
relation to any of the foregoing matters); and(e)
    
    the transfer of assets from ABN 60 to JHINV, the establishment of the ABN
60 Foundation Limited and ABN 60 Foundation Trust, and the allotment of fully paid
shares in ABN 60 to ABN 60 Foundation.
 Trustee




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4 Unions NSW th
 1.2
    
    InterpretationIn this deed, unless the context otherwise requires:
 (a)
    
    headings are for convenience only and do not affect the interpretation of
this agreement;(b)
    
    any reference to civil liability has its natural and ordinary meaning;(c)
    
    words importing the singular include the plural and vice versa;(d)
    
    words importing a gender include any gender;(e)
    
    other parts of speech and grammatical forms of a word or phrase defined in
this agreement have a corresponding meaning;(f)
    
    an expression importing a natural person includes any company, partnership,
joint venture, association, corporation or other body corporate and vice versa;(g)
    
    a reference to any thing (including, but not limited to, any right)
includes a part of that thing;(h)
    
    a reference to a Party to a document includes that Partys successors and
permitted assigns;(i)
    
    a reference to a statute, regulation, proclamation, ordinance or by-law
includes all statutes, regulations, proclamations, ordinances or by-laws varying,
consolidating or replacing it, and a reference to a statute includes all regulations,
proclamations, ordinances and by-laws issued under that statute; and(j)
    
    a reference to a document or agreement includes all amendments or
supplements to, or replacements or novations of, that document or agreement.
 2
    
    DEED BINDS THE CROWNThis deed binds the Crown in right of New South Wales.3
    
    RELEASES BY NSW GOVERNMENT3.1
    
    With effect on and from the Commencement Date, and to the maximum extent permitted by law
pursuant to this deed (but without requiring any further act by the NSW Government), the NSW
Government releases each of JHINV and each Associated Person from any civil liability relating
to or arising out of any of the Relevant Matters.3.2
    
    The Parties acknowledge that JHINV holds the benefit of the release set out in clause 3.1in
favour of an Associated Person on trust for that Associated Person.




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5 
 3.3
    
    Nothing in this deed can nor shall be taken as an admission by JHINV, the Performing
Subsidiary or any of their Controlled Entities, directors, officers, employees, advisers or
agents (past and present) that it or he or she has had any role in organising or procuring any
unlawful action or is or has been in breach of any law.3.4
    
    Each release given under this deed in favour of any Associated Person who is a natural person
is absolute, unconditional and irrevocable.3.5
    
    Each release given under this deed in favour of JHINV or any Associated Person which is not a
natural person shall be suspended whilesoever:
 (i)
    
    the Performing Subsidiary shall be and remains in breach of any obligation to
make a Funding Payment under the Final Funding Agreement and such breach shall have
remained unremedied for not less than 3 months and remains unremedied;(ii)
    
    JHINV is in breach of clause 7of the Final Funding Agreement and that breach
has not been rectified within a reasonable period (of not less than 3 months) of JHINV
having received a Notice under clause 12.1(f) of the Final Funding Agreement; or(ii)
    
    JHINV is and remains in breach of clause 7of the Final Funding Agreement and
JHINV has not given a Notice to the NSW Government under clause 7.9of the Final
Funding Agreement in respect of that breach, and the NSW Government has given JHINV at
least 30 days Notice that the suspension applies.
 4
    
    CONFIDENTIALITY4.1
    
    Subject to clause 4.2, each Party shall keep the terms of this deed strictly confidential.4.2
    
    A Party may make any disclosures in relation to this deed in the manner and to the extent
permitted under the Final Funding Agreement.5
    
    DEED MAY BE USED IN COURT
 (a)
    
    Subject to clause 5(b), except in relation to a breach of this deed, or
whilesoever any release given pursuant to this deed has been suspended in accordance
with clause 3.5, and without affecting the continuing obligations of the Parties
pursuant to this deed, this deed may be pleaded as a full and complete defence by
JHINV or any Associated Person to any civil liability actions, suits, or proceedings
commenced, continued or taken by the NSW Government in relation to any of the
Relevant Matters.(b)
    
    None of JHINV nor any Associated Person which is not a natural person may
plead the releases in favour of that person given under clause 3.1in defence to any
claim against that person by the NSW Government while that release has been suspended
under clause 3.5.




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6 
 6
    
    GOVERNING LAW
  7
    
    ENTRY INTO DEED
  8
    
    SEVERANCE
  9
    
    VARIATION OF DEED
  10
    
    COUNTERPARTS
  11
    
    NOTICES
 11.1
    
    A notice, approval, consent, nomination or other communication (Notice) to a person
relating to this deed:
 (i)
    
    must state that it is a notice relating to this deed;(ii)
    
    shall state the relevant clause in this deed to which the notice relates;(iii)
    
    must be in legible writing; and(iv)
    
    must be in English.
 11.2
    
    If the Notice is to JHINV then it must be addressed as follows:Name: James Hardie Industries NVAttention: The ChairmanAddress: Level 3, 20 Pitt Street, Sydney NSW 2000Facsimile: (02) 8274 5217With a copy to:Attention: The Chief Legal Counsel




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7 
 Address: Atrium, Unit 04-07, Strawinskylaan 3077, 1077ZX Amsterdam, The NetherlandsFacsimile: 31 (0) 20 404 254411.3
    
    If the Notice is to the NSW Government then it must be addressed as follows:Name: The State of New South Wales, c/- The Cabinet OfficeAttention: Deputy Director-General (Legal)Address: Level 39, Governor Macquarie Tower, Farrer Place, Sydney, NSW 2000Facsimile: 02 9228 306211.4
    
    If the Notice is from a corporation then an officer of that corporation must sign the Notice.11.5
    
    Notice is sent by the sender and received by the receiver:
 (i)
    
    if the Notice is hand delivered, upon delivery to the receiving Party;(ii)
    
    if the Notice is sent by facsimile, upon the successful completion of the
relevant transmission;(iii)
    
    if the Notice is sent by registered mail within Australia, 2 Business Days
after the registration of the notice of posting; and
 11.6
    
    If the Notice is sent by ordinary mail within Australia, 3 Business Days from and including
the date of postage11.7
    
    For the avoidance of doubt, Notice shall not be sent by electronic email.11.8
    
    In clause 11.5, a reference to a Party receiving a Notice includes a reference to the
receivers officers, agents or employees.11.9
    
    A Party may vary any of the details relating to it or its officers contained in this clause
11.2at any time by Notice to the other Parties.11.10
    
    Where a Notice to a Party must be copied to another Person, each such Notice must be
despatched at the same time and using the same method and upon failure to do so, each such
Notice will be deemed to be given at the time and by the method of despatch of the last such
Notice.




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EXECUTEDby the Parties as a Deed:EXECUTEDbyJAMES HARDIE INDUSTRIES NV/s/ Louis Gries
    
    
    )
    
    
    /s/ Russell Chenu)Signature of Director
    
    
    
    
    
    Signature of Director/SecretaryLOUIS GRIES
    
    
    
    
    
RUSSELL
CHENUName of Director
    
    
    
    
    
    Name of Director/SecretaryEXECUTEDbyTHE HONOURABLE ROBERT JOHN DEBUS MP,ATTORNEY GENERAL OF NEW SOUTH WALESFOR THE STATE OF NEW SOUTHWALES/s/ Leigh Rae Sanderson
    
    
    )
    
    
    /s/ The Hon Robert John Debus)Signature of witness
    
    
    
    
    
    SignatureLEIGH RAE SANDERSONName of witness