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                                                                     EXHIBIT 4.5

                            MALLESONS STEPHEN JAQUES

                                        James Hardie Industries NV
                                        Long Term Incentive Plan

                                        Dated 1 August 2006

                                        MALLESONS STEPHEN JAQUES
                                        Level 60
                                        Governor Phillip Tower
                                        1 Farrer Place
                                        Sydney NSW 2000
                                        Australia
                                        T +61 2 9296 2000
                                        F +61 2 9296 3999
                                        DX 113 Sydney
                                        www.mallesons.com

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LONG TERM INCENTIVE PLAN
Contents

<TABLE>
<S>                                                                           <C>
GENERAL TERMS                                                                  3

1      INTRODUCTION                                                            3
1.1    Purpose                                                                 3
1.2    Commencement                                                            3
1.3    Rules are binding                                                       3
1.4    Plan not to limit other arrangements                                    3

2      INVITATION, APPLICATION AND ACCEPTANCE                                  3
2.1    Eligibility                                                             3
2.2    Invitation may be made                                                  3
2.3    Form of Application                                                     3
2.4    Participant agrees to be bound                                          3
2.5    Acceptance of Application                                               5
2.6    When Company must receive the Application                               5
2.7    Who may apply                                                           5
2.8    When applications will not be accepted                                  5
2.9    Board's discretion                                                      5
2.10   Cessation of membership                                                 6

3      ADMINISTRATION OF PLAN                                                  6
3.1    Trustee and Board to administer Plan                                    6
3.2    Board powers and discretions                                            6
3.3    Delegation of Board powers and discretions                              6
3.4    Documents                                                               6
3.5    Board decision:  final and conclusive                                   7
3.6    Suspension of Plan                                                      7
3.7    Manner of exercise of Remuneration Committee authority                  7
3.8    Consultants                                                             7

4      RESTRICTIONS ON THE PLAN                                                8
4.1    Compliance with Applicable Regulations                                  8
4.2    Restriction on the size of the Plan                                     8
4.3    Incentive Stock Option Limits                                           8
4.4    Application of Limitation to Grants of Award                            9
4.5    Per-Person Award Limitations                                            9

5      AMENDMENT OF THE PLAN                                                   9
5.1    Board may amend                                                         9
5.2    No reduction of existing rights                                         9
5.3    Retrospective amendment possible                                       10
5.4    Shareholder Approval of Certain Amendments                             10

6      TERMINATION OF THE PLAN                                                10

7      MISCELLANEOUS PROVISIONS                                               11
7.1    Rights of Participants                                                 11
7.2    Instructions by Participants                                           11
</TABLE>

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<TABLE>
<S>                                                                           <C>
7.3    Notices                                                                11
7.4    Governing law                                                          12
7.5    Payments net of tax                                                    12
7.6    Taxes on transfers to Participants                                     12
7.7    Rounding                                                               12
7.8    Plan Effective Date and shareholder approval                           12

8      DEFINITIONS AND INTERPRETATION                                         13
8.1    Definitions                                                            13
8.2    Interpretation                                                         20
8.3    Heading                                                                21

SCHEDULE 1 - OPTIONS                                                          22

SCHEDULE 2 - PERFORMANCE RIGHTS                                               32

SCHEDULE 3 - PERFORMANCE SHARES                                               42

SCHEDULE 4 - AWARD                                                            65

SCHEDULE 5 - PROVISIONS APPLICABLE ONLY TO U.S. EXECUTIVES                    72
</TABLE>

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LONG TERM INCENTIVE PLAN

GENERAL TERMS

1    INTRODUCTION

1.1  PURPOSE

     The Plan provides eligible Executives with an opportunity to acquire an
     ownership interest or exposure to an ownership interest in the Company.

1.2  COMMENCEMENT

     The Plan commences on the date that the Company determines.

1.3  RULES ARE BINDING

     The Company, the Trustee, each Participating Company and each Participant
     are bound by these rules.

1.4  PLAN NOT TO LIMIT OTHER ARRANGEMENTS

     This Plan is not the sole means by which the Group intends to provide
     incentives to Participants or other employees of the Group, and nothing in
     this Plan is intended to restrict the Group from remunerating or otherwise
     rewarding Participants or other employees outside the Plan.

2    INVITATION, APPLICATION AND ACCEPTANCE

2.1  ELIGIBILITY

     The Board may determine the Executives who are eligible to participate in
     the Plan from time to time.

2.2  INVITATION MAY BE MADE

     From time to time the Company may make an Invitation to participate in the
     Plan to an Executive who is eligible to participate in the Plan in
     accordance with rule 2.1.

2.3  FORM OF APPLICATION

     The Invitation to an Executive must be accompanied by an Application Form.

2.4  PARTICIPANT AGREES TO BE BOUND

     Each Participant is, by submitting a completed Application Form, deemed to
     have agreed to be bound by:

     (a)  the terms of the Invitation and Application Form;

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     (b)  the provisions of these rules, as amended from time to time, except
          the provisions of the schedules apply in accordance with paragraph (d)
          below;

     (c)  the Articles of Association, as amended from time to time; and

     (d)  the provisions of:

          (i)  schedule 1, to the extent the Participant makes an Application
               for Options;

          (ii) schedule 2, to the extent the Participant makes an Application
               for Performance Rights;

          (iii) schedule 3, to the extent the Participant makes an Application
               for Performance Shares and the Participant is not a U.S.
               Executive at the time of the grant;

          (iv) schedule 4, to the extent the Participant makes an Application
               for Awards; and

          (v)  schedule 5, to the extent that the Participant is a U.S.
               Executive at the time of grant;

     (e)  for Performance Shares issued in accordance with schedule 3, the
          provisions of the Trust Deed.

2.4A TRUST TO BE CONSTITUTED

     The Company must not make an Invitation to participate in the Plan for
     Performance Shares on the terms set out in schedule 3, unless a Trust has
     been constituted.

2.4B COMPANY MAY PROVIDE

     The Company may provide:

          (i)  Options on the terms set out in schedule 1;

          (ii) Performance Rights on the terms set out in schedule 2;

          (iii) Performance Shares to any Participant who is not a U.S.
               Executive at the time of the grant, on the terms set out in
               schedule 3 and subject to the terms of the Trust Deed;

          (iv) Awards on the terms set out in schedule 4;

          (v)  Options, Performance Rights or Awards to a U.S. Executive on the
               terms set out in schedule 5 (including, to the extent that there
               is no inconsistency, any terms set out in schedules 1, 2 and 4
               respectively which are incorporated into schedule 5); and

          (vi) Performance Shares to a U.S. Executive on the terms set out in
               schedule 5 (including, to the extent that there is no

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               inconsistency, any terms set out in schedule 3 which do not
               relate to the terms of the Trust and which are incorporated into
               schedule 5).

2.5  ACCEPTANCE OF APPLICATION

     The Application must be in the form included with the Invitation, and may
     not be made on the basis that it is subject to any terms and conditions
     other than those specified in the Invitation. The method of acceptance of
     an Application must be set out in the Application Form, including:

     (a)  the name or title of the person to whom the Application must be sent;
          and

     (b)  the date and time by which the Application must be received by or on
          behalf of the Company.

2.6  WHEN COMPANY MUST RECEIVE THE APPLICATION

     For an Application to be effective, it must be received by or on behalf of
     the Company by the time and date specified in the Invitation, unless
     otherwise determined by the Board.

2.7  WHO MAY APPLY

     On receipt of an Invitation, the Executive may apply for the Options,
     Performance Rights, Performance Shares or Awards (as the case may be)
     described in that Invitation by sending to the person designated by the
     Company an Application duly completed and signed in accordance with rule
     2.6.

2.8  WHEN APPLICATIONS WILL NOT BE ACCEPTED

     An Application under rule 2.7 will not be accepted if, at the date the
     Application would otherwise be accepted:

     (a)  he or she is not an Executive;

     (b)  he or she has given their Employer notice of his or her resignation as
          an Executive; or

     (c)  he or she has been given notice of termination of employment as an
          Executive or if, in the opinion of the Board, he or she has tendered
          his or her resignation to avoid such dismissal.

2.9  BOARD'S DISCRETION

     The Board may determine that an Application under this rule 2 by an
     Executive who would otherwise be eligible to participate under these rules
     will not be accepted.

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2.10 CESSATION OF MEMBERSHIP

     A person ceases to be a Participant when all other property or moneys to
     which the Participant is entitled under the Plan have been transferred or
     paid in accordance with these rules.

3    ADMINISTRATION OF PLAN

3.1  TRUSTEE AND BOARD TO ADMINISTER PLAN

     (a)  The Plan is to be administered by the Board and to the extent
          specified under schedule 3, the Trustee, in accordance with these
          rules. The Board may make further provisions for the operation of the
          Plan which are consistent with these rules.

     (b)  Notwithstanding (a), the Remuneration Committee shall administer the
          Plan and any Invitations with respect to grants of Options,
          Performance Rights, Performance Shares and/or Awards made to Covered
          Employees. Furthermore, in respect of such grants of Options,
          Performance Rights, Performance Shares and/or Awards made to Covered
          Employees, any references in these rules (or in any Invitation issued
          under these rules) to the Board, except for those provided in rules
          3.3 and 3.6, shall be replaced with Remuneration Committee in each
          such place that it occurs.

3.2  BOARD POWERS AND DISCRETIONS

     Any power or discretion which is conferred on the Board by these rules must
     be exercised by the Board in the interests or for the benefit of the
     Company, and the Board is not, in exercising any power or discretion, under
     any fiduciary or other obligation to any other person.

3.3  DELEGATION OF BOARD POWERS AND DISCRETIONS

     Any power or discretion which is conferred on the Board by these rules
     including the power to invite Executives to participate in the Plan and to
     determine the terms and conditions of a Participant's Option, Performance
     Right, Performance Share or Award may be delegated by the Board to:

     (a)  a committee consisting of such directors, other officers or employees
          of the Company, or any combination of such persons as the Board thinks
          fit;

     (b)  a related body corporate of the Company; or

     (c)  a third party,

     for such periods and on such conditions as the Board thinks fit.

3.4  DOCUMENTS

     The Company may from time to time require a person invited to participate
     in the Plan or a Participant to complete and return such other documents as
     may be required by law to be completed by that person or Participant, or
     such

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     other documents which the Company considers should, for legal, taxation or
     administrative reasons, be completed by that person or Participant.

3.5  BOARD DECISION: FINAL AND CONCLUSIVE

     The decision of the Board as to the interpretation, effect or application
     of these rules and all calculations and determination made by the Board
     under these rules are final, conclusive and binding in the absence of
     manifest error.

3.6  SUSPENSION OF PLAN

     The Board may from time to time suspend the operation of the Plan and may
     at any time cancel the Plan. The suspension or cancellation of the Plan
     must not prejudice the existing rights (if any) of Participants.

3.7  MANNER OF EXERCISE OF REMUNERATION COMMITTEE AUTHORITY

     (a)  The Remuneration Committee, and not the Board, shall exercise sole and
          exclusive discretion on any matter relating to a Participant then
          subject to Section 16 of the U.S. Exchange Act with respect to the
          Company to the extent necessary in order that transactions by that
          Participant shall be exempt under Rule 16b-3 under the U.S. Exchange
          Act.

     (b)  Any action of the Remuneration Committee shall be final, conclusive
          and binding on all persons, including the Company, its Executives,
          their beneficiaries or other persons claiming rights from or through
          an Executive, and shareholders.

     (c)  The express grant of any specific power to the Remuneration Committee,
          and the taking of any action by the Remuneration Committee, shall not
          be construed as limiting any power or authority of the Remuneration
          Committee.

     (d)  The Remuneration Committee may delegate to officers or managers of the
          Company, or any committees thereof, the authority (subject to such
          terms as the Remuneration Committee shall determine), to perform such
          functions, including administrative functions, as the Remuneration
          Committee may determine, to the extent that such delegation will not:

          (i)  result in the loss of an exemption under Rule 16b-3(d)(1) for
               Options, Performance Rights, Performance Shares or Awards granted
               to Participants subject to Section 16 of the U.S. Exchange Act in
               respect of the Company; or

          (ii) cause Options, Performance Rights, Performance Shares or Awards
               which are intended to qualify as "performance-based compensation"
               under U.S. Revenue Code Section 162(m) to fail to so qualify.

3.8  CONSULTANTS

     If:

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     (a)  a Participant's employment agreement provides that the Participant
          will commence as a consultant to a Group Company on ceasing employment
          with the Company; and

     (b)  on ceasing employment with the Company, the Participant commences as a
          consultant to a Group Company in accordance with that agreement,

     then

     (c)  the Participant is deemed to continue as an employee of the Company
          for the purposes of these rules; and

     (d)  the Participant will cease to be an employee for the purposes of these
          rules when the Participant ceases to be a consultant to that Group
          Company.

4    RESTRICTIONS ON THE PLAN

4.1  COMPLIANCE WITH APPLICABLE REGULATIONS

     Despite any other provision of these rules or any term or condition of the
     participation of any Participant in the Plan, no Share may be acquired by
     the Trustee or transferred to a Participant or other person, no Performance
     Right or Option may be granted or exercised, no Award may be granted and no
     Payout may be made if to do so would contravene any Applicable Regulations.

4.2  RESTRICTION ON THE SIZE OF THE PLAN

     The Board must not issue an Invitation to apply for Options, issue Shares
     on the exercise of Performance Rights, or cause the Trustee of the
     Performance Share Plan to subscribe for Shares, if the number of Shares the
     subject of the Invitation to apply for Options, the exercise of the
     Performance Rights or the subscription for shares by the Trustee of the
     Performance Share Plan, when added to:

     (a)  the number of Shares which would be issued if all outstanding Options,
          and all Options which may be granted pursuant to the acceptance of any
          outstanding Invitation to apply for Options, were exercised; and

     (b)  the number of Shares issued to the Trustee of the Performance Share
          Plan and which remain held in that Trust,

     would exceed 5% of the total number of issued Shares at the relevant date.

4.3  INCENTIVE STOCK OPTION LIMITS

     Notwithstanding anything in this rule 4 to the contrary, but subject to any
     adjustments provided for in Schedules 2 and 5 of these rules, the maximum
     aggregate number of Shares that may be issued under the Plan as a result of
     the exercise of Incentive Stock Options shall be 8 million Shares.

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4.4  APPLICATION OF LIMITATION TO GRANTS OF AWARD

     (a)  No Option, Performance Right, Performance Share or Award may be
          granted if:

          (i)  the number of Shares to be delivered in connection with such an
               Option, Performance Right, Performance Share or Award; or

          (ii) in the case of an Option, Performance Right, Performance Share or
               Award relating to Shares but settled only in cash (such as
               cash-only Awards), the number of Shares to which such Option,
               Performance Right, Performance Share and/or Award relates,

          exceeds the number of Shares remaining available for delivery under
          the Plan, minus the number of Shares deliverable in settlement of or
          relating to then outstanding Options, Performance Rights, Performance
          Shares and/or Awards.

     (b)  The Board may adopt reasonable counting procedures to ensure
          appropriate counting, avoid double counting (as, for example, in the
          case of tandem or substitute awards) and make adjustments if the
          number of Shares actually delivered differs from the number of Shares
          previously counted in connection with an Option, Performance Right,
          Performance Share and/or Award.

4.5  PER-PERSON AWARD LIMITATIONS

     Subject to any adjustments provided for in Schedules 2 and 5 of these
     rules, in any financial year of the Company during any part of which the
     Plan is in effect, no Participant may be granted Options, Performance
     Rights, Performance Shares or Awards with respect to more than 2 million
     Shares. In addition, the maximum dollar value payable to any one
     Participant with respect to Awards (or with respect to any Performance
     Rights payable in cash) is US$1 million.

5    AMENDMENT OF THE PLAN

5.1  BOARD MAY AMEND

     Subject to rules 5.2, 5.3 and 5.4, the Board may at any time by written
     instrument, amend all or any of the provisions of these rules, including
     this rule 5.

5.2  NO REDUCTION OF EXISTING RIGHTS

     Any amendment to the provisions of these rules must not materially reduce
     the rights of any Participant as they existed before the date of the
     amendment, unless the amendment is introduced primarily:

     (a)  for the purpose of complying with or conforming to present or future
          law or regulation governing or regulating the maintenance or operation
          of the Plan or like plans;

<PAGE>

     (b)  to correct any manifest error or mistake;

     (c)  to enable contributions or other amounts paid by a member of the Group
          to the Plan to qualify as income tax deductions for that member or
          another member of the Group;

     (d)  to enable the Trustee or any Employer to reduce the amount of fringe
          benefits tax under the Fringe Benefits Tax Assessment Act 1986
          (Cwlth), the amount of tax under the Tax Acts, or the amount of any
          other tax or impost that would otherwise be payable by the Trustee or
          the Employer in relation to the Plan;

     (e)  for the purpose of enabling the Participants generally (but not
          necessarily each Participant) to receive a more favourable taxation
          treatment in respect of their participation in the Plan; or

     (f)  to enable the Plan or any member of the Group to comply with
          Applicable Regulations.

5.3  RETROSPECTIVE AMENDMENT POSSIBLE

     Subject to rules 5.2 and 5.4, any amendment made under rule 5.1 may be
     given retrospective effect as specified in the written instrument by which
     the amendment is made.

5.4  SHAREHOLDER APPROVAL OF CERTAIN AMENDMENTS

     In the event that the Board amends:

     (a)  the limits set forth in rules 4.3 and 4.5 hereof;

     (b)  the rules set forth in Schedule 5 hereof;

     (c)  any Options, Performance Rights, Performance Shares and/or Awards that
          are granted to a U.S. Executive; and/or

     (d)  any other rules of this Plan, if so required by the U.S. Revenue Code,
          the U.S. Exchange Act, the New York Stock Exchange (or other automated
          quotation system on which the Shares may then be listed or quoted)
          and/or any other applicable U.S. laws or regulations,

     such amendments shall be subject to the approval of the Company's
     shareholders not later than the next annual meeting following such Board
     action.

6    TERMINATION OF THE PLAN

     The Plan terminates and is to be wound up (as provided below) on the
     earliest of:

     (a)  if an order is made or an effective resolution is passed for the
          winding up of the Company other than for the purpose of amalgamation
          or reconstruction;

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     (b)  if the Board determines that the Plan is to be wound up; or

     (c)  with respect only to Incentive Stock Options, whether vested or not,
          on the tenth anniversary of the Effective Date of the Plan.

7    MISCELLANEOUS PROVISIONS

7.1  RIGHTS OF PARTICIPANTS

     Nothing in these rules:

     (a)  confers on any person any expectation to become a Participant;

     (b)  confers on any Executive the right to be invited to apply for, to be
          offered or to receive any Option, Performance Right, Performance Share
          or Award;

     (c)  confers on any Participant the right to continue as an employee of any
          Employer;

     (d)  affects any rights which any Employer may have to terminate the
          employment of any Executive; or

     (e)  may be used to increase damages in any action brought against any
          Employer in respect of any termination of employment.

     No person, whether a Participant or otherwise, has any claim, right or
     interest in respect of the Plan or any Performance Shares or other property
     of the Plan, whether against the Trustee, the Company or any other person,
     as a consequence of termination of the Executive's employment or
     appointment or otherwise, except under and in accordance with these rules.

7.2  INSTRUCTIONS BY PARTICIPANTS

     For the purposes of these rules, the Trustee, the Board, the Company and
     any Employer is entitled to regard any notice, direction or other
     communication given or purported to be given by or on behalf of a
     Participant (or a legal personal representative of a Participant) as valid,
     whether given orally or in writing. Any notice, direction or other
     communication given or purported to be given by or on behalf of a
     Participant (or a legal personal representative of a Participant) or any
     other person under these rules to the Company, the Trustee or the Employer
     is duly given only if actually received by the Company, Trustee or Employer
     (as the case may be).

7.3  NOTICES

     Any notice, certificate, consent, approval, waiver or other communications
     given by the Board, the Trustee, the Company or the Employer is deemed to
     have been duly given if:

     (a)  sent by electronic mail or delivered by hand; or

     (b)  sent by ordinary prepaid mail,

<PAGE>

     and is deemed to have been served:

     (c)  if sent by electronic mail or delivered by hand, at the time of
          sending or delivery; or

     (d)  if posted, three Business Days (or, if posted to a Participant's
          address outside The Netherlands, seven Business Days) after the date
          of posting.

     Delivery, transmission and postage is to the address of any Participant as
     indicated on the Application Form, any other address as the Board, the
     Trustee or any Participant may notify to the other or in the case of a
     Participant who is an Executive, the address of the place of business at
     which the Participant performs the whole or substantially the whole of the
     duties of his or her office or employment.

7.4  GOVERNING LAW

     These rules are governed by the laws in force in The Netherlands and are
     construed and take effect in accordance with those laws.

7.5  PAYMENTS NET OF TAX

     If, when the Board or the Trustee makes or is deemed to make a payment to a
     Participant under these rules, the Board or the Trustee is obliged to
     deduct or withhold any amount of tax or other government levy or impost,
     the payment to the Participant is to be made net of the deduction or
     withholding.

7.6  TAXES ON TRANSFERS TO PARTICIPANTS

     The Board or the Trustee may, when transferring Shares to a Participant
     under these rules, require the Participant to provide the Board or the
     Trustee with an amount of money which the Board or the Trustee estimates is
     necessary to meet the Participant's liability (if any) to pay stamp duty or
     other taxes in respect of the transfer. Where the Board or the Trustee is
     provided with funds for that purpose, the Board or the Trustee must apply
     the funds in payment of the stamp duty or other tax, arrange for
     registration of the transfer on the Participant's behalf and return any
     excess funds to the Participant.

7.7  ROUNDING

     Unless expressly provided for in these rules, any calculation of a number
     of Shares under the Plan is to be rounded to the nearest whole number with
     0.5 being rounded up.

7.8  PLAN EFFECTIVE DATE AND SHAREHOLDER APPROVAL

     If approval of the Plan is mandatory under the requirements of:

     (a)  U.S. Revenue Code Sections 162(m) (if applicable) and 422, and Rule
          16b-3 under the U.S. Exchange Act

     (b)  the rules of any stock exchange or automated quotation system on which
          the Shares may be listed or quoted; and

<PAGE>

     (c)  other laws, regulations, and obligations of the Company applicable to
          the Plan,

     then, to that extent, the Plan shall become effective on the Effective
     Date, subject to approval within 12 months of its adoption, by shareholders
     of the Company eligible to vote on the election of directors.

     If approval of the Plan is required in relation to Options, Performance
     Rights, Performance Shares and/or Awards, then those Options, Performance
     Rights, Performance Shares and/or Awards may be granted subject to any
     shareholder approval so required, but may not be exercised or otherwise
     settled in the event the shareholder approval is not obtained.

8    DEFINITIONS AND INTERPRETATION

8.1  DEFINITIONS

     The following words and expressions have the following meanings unless the
     contrary intention appears:

     ACQUISITION DATE means, in relation to a Participant's Share, the date on
     which a Participant acquires the Participant's Share for the purposes of
     Division 13A of Part III of the Tax Act.

     APPLICABLE REGULATIONS means the listing requirements imposed by any
     exchange or trading system on which the Company's securities trade and any
     law or regulation that applies to the operation of the Plan.

     APPLICATION means an application for Options, Performance Rights,
     Performance Shares or an Award made by an Executive under the terms of an
     Invitation.

     APPLICATION FORM means an application form attached to an Invitation.

     ARTICLES OF ASSOCIATION means the articles of association of the Company.

     ASTC SETTLEMENT RULES means the operating rules of ASX Settlement and
     Transfer Corporation Pty Limited.

     ASX means Australian Stock Exchange Limited.

     AWARD means an entitlement to a Payout.

     BOARD means all or some of the directors of the Company acting as a board,
     and includes a committee of the Board and a delegate of the Board.

     BUSINESS DAY means a day other than a Saturday, Sunday or public holiday in
     The Netherlands.

     COMPANY means James Hardie Industries NV.

     CORPORATIONS ACT means the Corporations Act 2001 (Cwlth).

<PAGE>

     COVERED EMPLOYEE means an Executive who is a "covered employee" within the
     meaning of Section 162(m)(3) of the U.S. Revenue Code, or any successor
     provision thereto.

     CUFS means a CHESS unit of Foreign Securities, as defined in the ASTC
     Settlement Rules, in respect of Shares.

     DETERMINATION DATE means in respect of a Payout the date determined by the
     Board and set out in the Invitation to the relevant Participant to apply
     for the Payout.

     DIVIDENDS means dividends declared or paid in respect of Shares held by the
     Trustee on behalf of a Participant and includes any amount distributed in
     respect of those Shares following a reduction of capital by the Company.

     EFFECTIVE DATE means the date the Plan is approved by the Board, which
     shall be 1 August, 2006.

     EMPLOYER means any Group Company, and in relation to any particular
     Participant means the company by which that Participant is for the time
     being employed.

     EXECUTIVE means a person who is in the full time or part time employment of
     a Group Company.

     EXERCISE CONDITION means, in relation to an Option or a Performance Right,
     a condition (other than a Vesting Condition) which must be satisfied or
     waived before that Option or Performance Right (as the case may be) may be
     exercised.

     EXERCISE PERIOD means, in relation to an Option or a Performance Right, the
     latest period at the end of which that Option or Performance Right will
     lapse.

     EXERCISE PRICE means:

     (a)  in relation to a Performance Right, the amount payable on exercise of
          that Performance Right, as determined by the Board and specified in
          the Invitation and adjusted in accordance with paragraph 7 of schedule
          2. If no determination is made, the applicable Exercise Price is nil;
          or

     (b)  in relation to an Option, the amount payable on exercise of that
          Option, as specified in the Invitation and adjusted in accordance with
          paragraph 7 of schedule 1, but may not be less than twenty cents for
          each Share to be acquired on exercise of the Option.

     FAIR MARKET VALUE means the fair market value of Shares, Awards or other
     property as determined by the Remuneration Committee, or under procedures
     established by the Remuneration Committee. Unless otherwise determined by
     the Remuneration Committee, the Fair Market Value of a Share as of any
     given date shall be the "Closing Price" (as defined below) of the Share on
     that reference date. For these purposes the "Closing Price" of a Share on
     any day shall be the closing sale price per Share reported on a
     consolidated basis for stock listed on the principal stock exchange or
     market on which Shares are traded on the date immediately preceding the
     date as of which such value is

<PAGE>

     being determined or, if there is no sale on that date, then on the last
     previous day on which a sale was reported.

     GENERAL MEETING has the meaning given in the Articles of Association.

     GRANT DATE means, in relation to an Option or a Performance Right, the date
     on which that Option or Performance Right is granted.

     GROUP means the Company and each of its Subsidiaries.

     GROUP COMPANY means the Company or any of its Subsidiaries.

     INCENTIVE STOCK OPTION means any Option intended to be designated as an
     incentive stock option within the meaning of Section 422 of the U.S.
     Revenue Code or any successor provision thereto.

     INDEPENDENT DIRECTORS, when referring to either the Board or members of the
     Remuneration Committee, shall have the same meaning as used in the rules of
     the New York Stock Exchange or any U.S national securities exchange on
     which any securities of the Company are listed for trading, and if not
     listed for trading on any such U.S exchange, by the rules of the New York
     Stock Market.

     INVITATION means an invitation to apply for Options, Performance Rights,
     Performance Shares or an Award under the Plan made in accordance with rule
     2.2.

     LISTING RULES means the Listing Rules of ASX, except to the extent of any
     express waiver by ASX.

     MARKET PARTICIPANT has the meaning given in the ASTC Settlement Rules.

     MARKET VALUE means the market value of a Share determined under section
     139FA of the Tax Act.

     MINIMUM RESTRICTION CONDITION means in respect of a Performance Share, any
     condition (other than a Performance Condition) which the Board may impose
     that must be satisfied or waived before the Performance Share is vested in
     its holder.

     NET INCOME means, in respect of a Year of Income of the Performance Share
     Plan, an amount which the Trustee determines to be the "net income" (as
     defined in section 95 of the Tax Act) of the Trust for that Year of Income.

     NOTICE OF WITHDRAWAL OF SHARES means a duly completed and executed written
     request by a Participant to the Trustee (in a form approved by the Board)
     to:

     (a)  transfer to, or on behalf of, the Participant some or all of the
          Participant's Shares; or

     (b)  sell, on behalf of the Participant, some or all of the Participant's
          Shares.

     OPTION means a right to acquire a Share granted under schedule 1.

<PAGE>

     PARTICIPANT means an Executive to whom an Option, a Performance Right, a
     Performance Share or an Award (as the case may be) has been granted and who
     has not ceased to be a Participant under rule 2.10 and includes a legal
     personal representative of the Participant.

     PARTICIPANT SHARES means, in relation to a Participant, the Performance
     Shares held by the Trustee on behalf of the Participant which stand to the
     credit of the Share Account of that Participant, and PARTICIPANT'S SHARE(S)
     has a corresponding meaning.

     PARTICIPATING COMPANY means each Group Company to which the Board resolves
     that the Plan extends.

     PAYOUT means the amount calculated in accordance with the formula set out
     in the Invitation for an Award.

     PAYOUT DATE means:

     (a)  the date determined by the Board and set out in the Invitation to an
          Executive under paragraph 1 of schedule 4; or

     (b)  where the Participant qualifies for a Payout under paragraph 3.3(b) of
          schedule 4, such other date specified by the Board in writing,

     and must be within 60 days of the date on which the Participant qualifies
     for the Payout.

     PAYOUT QUALIFICATION CONDITION means, in respect of a Payout, any condition
     (other than a Payout Vesting Condition) which the Board may impose that
     must be satisfied or waived for the Participant to have a right to receive
     that Payout, including satisfaction of a performance hurdle.

     PAYOUT VESTING CONDITION means, in respect of a Payout, a condition which
     must be satisfied or waived before the right to receive that Payout becomes
     vested in its holder.

     PERFORMANCE CONDITION means, in respect of a Performance Share, any
     condition which must be satisfied or waived before the Participant may
     withdraw Performance Shares from the Performance Share Plan.

     PERFORMANCE PERIOD means that period established by the Remuneration
     Committee at the time any Option, Performance Right, Performance Share or
     Award is granted or at any time thereafter during which any performance
     goals specified by the Remuneration Committee with respect to such Option,
     Performance Right, Performance Share or Award are to be measured.

     PERFORMANCE RIGHT means a right to acquire a Share (by transfer or issue at
     the election of the Company) granted under schedule 2.

     PERFORMANCE SHARE PLAN means the plan the rules of which are set out in
     this document (excluding the rules of the schedules other than schedule 3).

     PERFORMANCE SHARES means:

<PAGE>

     (a)  in relation to grants made in accordance with schedule 3, Shares and
          CUFS which are held by the Trustee in accordance with these rules for
          the purposes of the Performance Share Plan; or

     (b)  in relation to grants made to U.S. Executives in accordance with
          schedule 5, performance shares which are paid to U.S. Executives in
          Shares or in a lump sum or in installments under paragraph 4 of
          schedule 5.

     PLAN means the James Hardie Industries NV Long Term Incentive Plan, the
     rules of which are set out in this document.

     PLAN EXPENSES means all expenses, outgoings, costs and charges incurred in
     the establishment and operation of the Performance Share Plan and includes
     any amounts of income or other tax payable by the Trustee in relation to
     the Performance Share Plan.

     PRESCRIBED EXERCISE DATE means, in relation to an Option or a Performance
     Right, the first date on which that Option or Performance Right is
     exercisable, subject to the Terms and Conditions of Grant for that Option
     or Performance Right.

     PRESCRIBED QUALIFICATION DATE means, in relation to a Payout, the date on
     which the Participant qualifies for the Payout subject to the Terms and
     Conditions of Award for the Payout.

     PRESCRIBED WITHDRAWAL DATE means, in relation to a Performance Share, the
     first date on which the Participant may submit a Notice of Withdrawal of
     Shares in respect of that Performance Share subject to the Terms and
     Conditions for that Performance Share.

     REDUNDANCY means termination of employment of a Participant by a
     Participating Company due to economic, technological, structural or other
     organisational change where through no act or default of the Participant:

     (a)  the Participating Company no longer requires the duties and
          responsibilities carried out by the Participant to be carried out by
          anyone; or

     (b)  the Participating Company no longer requires the position held by the
          Participant to be held by anyone.

     REMUNERATION COMMITTEE means the Remuneration Committee of the Board,
     within the meaning of Section 162(m) of the U.S. Revenue Code.

     REORGANISATION means any merger, consolidation, reconstruction or other
     reorganisation in respect of the Company, including any compromise or
     arrangement for the purposes of or in connection with a scheme for the
     reconstruction of the Company or its amalgamation with any other company.

     RESERVE ACCOUNT means the account established by the Trustee under
     paragraph 16.3 of schedule 3.

     RETIREMENT means termination of the employment of a Participant with a
     Participating Company because:

<PAGE>

     (a)  the Participant attains the age that the Board accepts as the
          retirement age for that individual;

     (b)  the Participant is unable, in the opinion of the Board, to perform his
          or her duties because of illness or incapacity.

     RIGHTS means any rights or options to acquire Shares or other securities
     issued or to be issued by the Company.

     SECURITY INTEREST means a mortgage, charge, pledge, lien or other
     encumbrance of any nature.

     SEPARATION means the termination of a Participant's employment with a
     Participating Company by the volition of the Participant and with the
     written consent of the Board expressly given for the purposes of the Plan.

     SHARE ACCOUNT means, in relation to a Participant, the account maintained
     in respect of that Participant under paragraph 16.1 of schedule 3.

     SHARES means fully paid ordinary shares in the capital of the Company.

     SUBSIDIARY means an entity that is controlled by the Company.

     SUPPLEMENTARY CONDITION means, in relation to an Option, a Performance
     Right, a Performance Share or an Award, any term or condition (other than
     the rules, the Exercise Conditions, the Vesting Conditions, the Minimum
     Restriction Conditions, the Performance Conditions, the Payout Vesting
     Conditions or the Payout Qualification Conditions) to which that Option,
     Performance Right, Performance Share or Award is subject, or to which any
     Shares acquired pursuant to the exercise of that Option or Performance
     Right will be subject.

     TAX ACT means the Income Tax Assessment Act 1936 (Cwlth) and the Income Tax
     Assessment Act 1997 (Cwlth), as the context requires.

     TERMS AND CONDITIONS means, in relation to a Performance Share, all of:

     (a)  these rules (other than the schedules);

     (b)  the rules of schedule 3;

     (c)  any Minimum Restriction Condition;

     (d)  any Performance Condition; and

     (e)  any Supplementary Condition.

     TERMS AND CONDITIONS OF AWARD means, in relation to an Award, all of:

     (a)  these rules (other than the schedules);

     (b)  the rules of schedule 4;

     (c)  any Payout Vesting Condition;

<PAGE>

     (d)  any Payout Qualification Condition; and

     (e)  any Supplementary Condition.

     TERMS AND CONDITIONS OF GRANT means, in relation to an Option or a
     Performance Right, all of:

     (a)  these rules (other than the schedules);

     (b)  the rules of schedule 1 or 2 respectively;

     (c)  any Vesting Condition;

     (d)  any Exercise Condition; and

     (e)  any Supplementary Condition.

     TRANCHE means a number of Options or Performance Rights (as the case may
     be) which have the same Prescribed Exercise Date.

     TRUST means the James Hardie Industries NV Long Term Incentive Plan Trust
     established in relation to Performance Shares issued in accordance with
     schedule 3, by the trust deed dated on or about the date of these rules
     between the Company and the Trustee.

     TRUST DEED means the trust deed constituting the Trust on terms approved by
     the Board and dealing with the matters contained in schedule 3.

     TRUSTEE means the trustee to be established by the Company prior to the
     first issue of Performance Shares under schedule 3.

     U.S. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended
     from time to time, including rules thereunder and successor provisions and
     rules thereto.

     U.S. EXECUTIVE means an Executive of the Company who is subject to taxation
     in respect of Options, Performance Rights, Performance Shares or Awards in
     the United States.

     U.S. REVENUE CODE means the U.S. Internal Revenue Code of 1986, as amended.

     VESTING CONDITION means, in relation to an Option or a Performance Right, a
     condition which must be satisfied or waived before that Option or
     Performance Right becomes vested in its holder.

     VESTED AWARDS means an Award in respect of which Payout Vesting Conditions
     have been satisfied.

     VESTED OPTIONS means an Option in respect of which Vesting Conditions have
     been satisfied.

     VESTED PERFORMANCE RIGHT means a Performance Right in respect of which
     Vesting Conditions have been satisfied.

<PAGE>

     YEAR OF INCOME means a period of 12 months ending on 30 June in any year
     and includes the period commencing on the date of these rules and
     terminating on the next 30 June and the period ending on the date of
     termination of the Plan and commencing on the preceding 1 July.

8.2  INTERPRETATION

     In these rules, unless the contrary intention appears:

     (a)  words importing the singular include the plural and vice versa;

     (b)  subject to paragraphs (c), and (d), references to these rules, or any
          particular rule or paragraph of these rules, means these rules, or the
          relevant rule or paragraph, as amended from time to time'

     (c)  in a schedule, references to "these rules" and any particular
          paragraph of these rules exclude the paragraphs of the schedules other
          than the paragraphs of that schedule;

     (d)  in:

          (i)  schedules 1 and 2, references to the rules includes a reference
               to any Vesting Condition, any Exercise Condition and any
               Supplementary Condition;

          (ii) schedule 3, references to the rules includes a reference to any
               Minimum Restriction Condition, any Performance Condition and any
               Supplementary Condition;

          (iii) schedule 4, references to the rules includes a reference to any
               Payout Vesting Condition, any Payout Qualification Condition and
               any Supplementary Condition;

     (e)  the references to Share in the definition of an Option and Performance
          Right in rule 8.1 include a reference to a Share resulting from an
          adjustment;

     (f)  references to a statute or other law include regulations and other
          instruments under it and consolidations, amendments, re-enactments or
          replacements of any of them;

     (g)  references to the exercise of a power or discretion include a decision
          not to exercise the power or discretion;

     (h)  references to a "year" mean any period of 12 months;

     (i)  the words "include", "including" or "such as" are not used as, nor are
          they to be interpreted as words of limitation, and when introducing a
          list of items does not exclude a reference to other items whether of
          the same class or genus or not;

     (j)  "Australian dollars", "dollars", "A$" or "$" is a reference to the
          lawful currency of Australia;

<PAGE>

     (k)  law means common law, principles of equity, and laws made by
          parliament (and laws made by parliament include parliamentary laws and
          regulations and other instruments under them, and consolidations,
          amendments, re-enactments or replacements of any of them);

     (l)  a group of persons or things is a reference to any two or more of them
          jointly and to each of them individually;

     (m)  if a period of time dates from a given day or the day of an act or
          event, it is to be calculated exclusive of that day;

     (n)  if an act under this agreement to be done by a party on or by a given
          day is done after 5.30pm on that day, it is taken to be done on the
          next day.

8.3  HEADING

     Headings are for convenience only and, except where they are inserted as a
     means of cross-reference, do not affect the interpretation of these rules.

<PAGE>

LONG TERM INCENTIVE PLAN

Schedule 1 - Options

1    INVITATION TO APPLY FOR OPTIONS

     An Invitation to an Executive to apply for Options may be on such terms and
     conditions as the Board decides from time to time, including as to:

     (a)  the number of Options for which that Executive may apply;

     (b)  the amount payable (if any) for the grant of an Option or how it is
          calculated;

     (c)  the Exercise Price (if any) or how it is calculated;

     (d)  the Prescribed Exercise Date or how it is calculated;

     (e)  any Vesting Condition;

     (f)  any Exercise Condition;

     (g)  any Supplementary Condition; and

     (h)  the Exercise Period or how it is calculated.

2    GRANT OF OPTIONS

2.1  COMPANY TO GRANT OPTIONS

     On receipt of an application for Options, the Company at the discretion of
     the Board may grant Options to the Executive specified in the Invitation,
     subject to the Terms and Conditions of Grant.

2.2  CERTIFICATE OR STATEMENT

     Following the grant of Options under paragraph 2.1, the Company will issue
     to the Participant a certificate and/or other document that states or
     together state with respect to that grant:

     (a)  the number of Options granted;

     (b)  the Exercise Price;

     (c)  the Grant Date;

     (d)  where the Options are comprised in two or more Tranches, the number of
          Options in each Tranche;

     (e)  the Prescribed Exercise Date;

<PAGE>

     (f)  the Exercise Period; and

     (g)  other terms and conditions (if any) as determined by the Board.

2.3  RESTRICTIONS ON DEALING WITH OPTIONS

     A Participant may not sell, assign, transfer or otherwise deal with, or
     grant a Security Interest over, an Option granted to the Participant. The
     Option lapses immediately on purported sale, assignment, transfer, dealing
     or grant of Security Interest, unless the Board in its absolute discretion
     approves the dealing, or the transfer or transmission is effected by force
     of law on death or legal incapacity to the Participant's legal personal
     representative.

3    REGISTER OF OPTIONS

     Unless the Board determines otherwise, Options granted under these rules
     (and Shares issued on their exercise) will be registered in the appropriate
     register of the Company.

4    EXERCISE OF OPTIONS

4.1  MANNER OF EXERCISE

     Unless otherwise prohibited from doing so under this paragraph 4, or unless
     the Option has lapsed, a Participant may exercise a Participant's Option:

     (a)  in accordance with the Terms and Conditions of Grant; and

     (b)  by paying the Exercise Price to or as directed by the Company.

     The total Exercise Price payable by a Participant on exercise of Options is
     the Exercise Price of an Option (expressed in cents to one decimal place)
     multiplied by the number of Options being exercised by that Participant,
     rounded up to the nearest cent.

4.2  VESTING CONDITIONS AND EXERCISE CONDITION

     Subject to paragraph 6, if an Option is subject to a Vesting Condition
     and/or an Exercise Condition, it may not be exercised unless all Vesting
     Conditions and Exercise Conditions are satisfied (and in any situation
     referred to in paragraph 4.3(b)(i), is satisfied at the time of death or
     other cessation of employment), and then only to the extent permitted by
     the Exercise Condition.

4.3  EXERCISE DATE

     A Participant may exercise an Option only on or after:

     (a)  the Prescribed Exercise Date for the Option; or

     (b)  any earlier date on which the Participant is entitled to exercise the
          Option:

<PAGE>

          (i)  under this paragraph 4 dealing with the Participant's death or
               otherwise ceasing to be employed by a Group Company, and with
               situations where the employer ceases to be a Group Company or the
               business in which the Participant is employed is transferred; or

          (ii) under paragraph 6 dealing with takeover bids, change of control,
               court orders, Reorganisation and winding up.

4.4  LIFE OF OPTION

     Notwithstanding any other provision of these rules, the latest date on
     which an Option lapses is the date of expiry of the Exercise Period.

4.5  OPTION WILL LAPSE EARLIER ON DEATH OR CESSATION OF EMPLOYMENT

     Unless the Exercise Period expires at an earlier date or the Terms of Issue
     provide otherwise, a Participant's Option lapses on the latest of:

     (a)  the expiry of 24 months after the Participant's death, if death occurs
          before the Option lapses under paragraph (b), (c) or (d);

     (b)  the expiry of 24 months after the Participant ceases to be employed by
          a Group Company by reason of Retirement or permanent disability;

     (c)  the expiry of 3 months after the Participant ceases to be employed by
          a Group Company for any other reason; and

     (d)  if the Board extends the time during which the Option may be exercised
          under paragraph 4.8, the expiry of that time,

     provided that if the Board issues a notice under paragraph 4.6 or 4.7
     advising the Participant that a Vested Option has lapsed, the Option is
     deemed to have lapsed on the date of death or cessation of employment (as
     the case may be) and the Company has no obligation to issue the Shares to
     which the Vested Option relates following any purported exercise of the
     Vested Option.

4.6  EXERCISE OF OPTIONS ON PARTICIPANT'S DEATH

     If a Participant dies before exercising an Option, at a time when the
     individual:

     (a)  is still an employee of a Group Company; or

     (b)  having ceased to be employed by a Group Company, falls within the
          terms of paragraph 4.7,

     then (subject to the other provisions of this paragraph 4), the Participant
     may:

     (c)  exercise a Vested Option at any time from the date of death until it
          lapses pursuant to paragraph 4.4 or 4.5, except a Vested Option is
          deemed to have lapsed on the date of death where the Board reasonably
          determines and provides notice to the Participant in writing that the
          Vested Option has lapsed and the Company has no

<PAGE>

          obligation to issue the Shares to which the Vested Option relates
          following any purported exercise of the Vested Option; or

     (d)  if permitted by the Board in writing, exercise an Option that is not a
          Vested Option at any time from the date of death until it lapses.

4.7  EXERCISE OF AN OPTION ON CEASING TO BE EMPLOYED BY A GROUP COMPANY

     If, before exercising an Option, a Participant ceases to be employed by a
     Group Company (other than by reason of his or her death), then (subject to
     the other provisions of this paragraph 4):

     (a)  if the employment ceases by reason of Retirement, Redundancy,
          Separation or otherwise for termination by the relevant Group Company
          other than in circumstances set out in paragraph 4.11 the Participant
          may:

          (i)  exercise a Vested Option at any time from the date of cessation
               of employment until it lapses pursuant to paragraph 4.4 or 4.5,
               except a Vested Option is deemed to have lapsed on the date of
               cessation of employment where the Board reasonably determines and
               provides notice to the Participant in writing that the Vested
               Option has lapsed and the Company has no obligation to issue the
               Shares to which the Vested Option relates following any purported
               exercise of the Vested Option; or

          (ii) if permitted by the Board in writing, exercise an Option that is
               not a Vested Option from the date of cessation of employment
               until it lapses; or

     (b)  if the employment ceases for a reason other than Retirement,
          Redundancy, Separation or otherwise for termination by the relevant
          Group Company other than in circumstances set out in paragraph 4.11
          the Participant may exercise any unexercised Option at any time from
          the date of cessation until it lapses, only if permitted by the Board
          in writing.

4.7A Notwithstanding any other provisions of these rules, a Participant may not
     exercise an Option which has lapsed.

4.8  BOARD MAY EXTEND TIME FOR EXERCISE BY PARTICIPANT

     The Board may, in writing, extend a period during which a Participant may
     exercise an Option under these rules, except the Exercise Period.

4.9  INDIVIDUAL NOT TREATED AS CEASING TO BE AN EMPLOYEE

     For the purposes of this paragraph 4, a Participant:

     (a)  is not treated as ceasing to be an employee of a Group Company unless
          and until the individual is no longer an employee of any Group
          Company, whether or not in the same capacity as at the time the Option
          was granted; and

<PAGE>

     (b)  subject to paragraph 4.10, is not treated as ceasing to be an employee
          of a Group Company if the individual is no longer an employee of any
          Group Company because:

          (i)  the individual's employer ceases to be a Group Company, whether
               or not, after the cessation, the individual remains an employee
               of that employer; or

          (ii) the individual is an employee of a business that is transferred
               to a person that is not a Group Company.

4.10 OPTION LAPSES IF EMPLOYER CEASES TO BE A GROUP COMPANY OR ON CHANGE IN
     OWNERSHIP OF BUSINESS

     If a Participant is no longer an employee of a Group Company because of
     circumstances set out in paragraph 4.9(b)(i) or (ii), then the Options
     lapse upon this occurring except where otherwise determined by the Board in
     writing, in which case the Participant's Options lapse on the latest of:

     (a)  the expiration of 24 months after the date of the cessation or
          transfer (as the case may be);

     (b)  if the Board extends the period during which the Option may be
          exercised under paragraph 4.8, the expiration of that time; and

     (c)  if the Participant dies before the Option lapses under paragraph (a)
          or (b), the expiration of 24 months after the individual's death.

4.11 OPTION MAY LAPSE IN THE CASE OF FRAUD OR DISHONESTY

     If, in the opinion of the Board, a Participant:

     (a)  has committed (or it is evident the Participant intends to commit),
          any act (whether by omission or commission) which amounts or would
          amount to any of dishonesty, fraud, wilful misconduct, wilful breach
          of duty, serious and wilful negligence or incompetence in the
          performance of the Participant's duties; or

     (b)  is convicted of a criminal offence (other than a minor motor traffic
          offence or other trivial offence which does not impact on the
          Participant's good fame and character or ability to perform his/her
          duties) or is guilty of any other wilful or recklessly indifferent
          conduct which, in the reasonable opinion of the Board, may injure or
          tend to injure the reputation and/or the business or operations of a
          Group Company,

     the Board may declare that any unexercised Option has lapsed, and the
     Option lapses accordingly.

4.12 NO EXERCISE OF OPTION ON BANKRUPTCY

     It is a condition precedent to the exercise of an Option that if the
     Participant is an individual, the Participant is not bankrupt and has not
     committed an act of bankruptcy or, if the Participant is deceased, the
     Participant's estate is not

<PAGE>

     bankrupt or if the Participant is not an individual, the Participant is not
     insolvent or subject to a resolution or order for winding up.

4.13 DISCRETION TO DETERMINE THAT OPTIONS WILL NOT LAPSE

     Notwithstanding any other paragraph in this Schedule 1, if a Participant
     ceases employment with the Company for any reason, or gives notice of their
     intention to cease employment with the Company, the Board may in its
     absolute discretion (on any conditions which it thinks fit) decide that
     some or all of the unvested Options held by the participant do not lapse,
     but lapse at the time and subject to the conditions it may specify by
     notice to the Participant, which may include one or more of the following:

     (a)  that the period to which any Vesting Condition and / or any Exercise
          Condition relates is reduced to a period shorter than that which would
          otherwise apply;

     (b)  that the Vesting Criteria applicable to an Option be waived; and

     (c)  that an Option which vests in accordance with the terms and conditions
          specified in the notice may be exercised within the period specified
          in paragraph 4.5 or any shorter period specified in the notice.

5    DELIVERY OF SHARES ON EXERCISE OF OPTIONS

5.1  ISSUE

     Subject to paragraphs 5.4 and 5.5 within 15 Business Days after the
     exercise of a Participant's Options, the Company will issue to the
     Participant the number of Shares comprised in each Option (expressed to
     four decimal places) multiplied by the number of Options exercised by that
     Participant rounded down to the nearest whole number of Shares. Subject to
     the Listing Rules, if a Participant requests that they are allocated CUFS
     in respect of the Shares issued, the Company will do everything practicable
     to promptly facilitate the issue of CUFS to the Participant in respect of
     those Shares.

5.2  SHARES ISSUED BY THE COMPANY TO RANK PARI PASSU

     All Shares issued on the exercise of a Participant's Options will rank pari
     passu in all respects with the Shares of the same class for the time being
     on issue except for any rights attaching to the Shares by reference to a
     record date prior to the date of their allotment.

5.3  SHARES TO BE QUOTED ON ASX

     If Shares of the same class as those issued on the exercise of a
     Participant's Options are quoted on the ASX, the Company will apply to the
     ASX as required by the Listing Rules for those Shares to be quoted.

5.4  RESTRICTION AS TO DEALING

     Where the Shares referred to in paragraph 5.1 are subject (pursuant to the
     Terms and Conditions of Grant) to any restriction as to disposal or other

<PAGE>

     dealing by the Participant for any period, the Board may implement any
     procedure it deems appropriate that complies with Applicable Regulations to
     ensure compliance by the Participant with this restriction.

5.5  PARTICIPANT'S AGREEMENT

     By applying for and being granted Options under these rules, each
     Participant undertakes that while the Shares acquired by the Participant as
     a result of the exercise of Options are subject to any restriction
     procedure prescribed under paragraph 5.4, the Participant will not take any
     action or permit another person to take any action to remove the
     restriction procedure.

5.6  EXPIRY OF RESTRICTION

     Upon the expiry of any restriction over a Share, the Company will take all
     actions necessary to ensure that the Participant can deal with the Share.

6    TAKEOVER, REORGANISATION AND WINDING-UP

6.1  OPTIONS MAY BE EXERCISED AT A TIME EARLIER THAN THE PRESCRIBED EXERCISE
     DATE

     If, under any of the following provisions of this paragraph 6 (in
     connection with a takeover bid, change of control, proposed Reorganisation
     or winding up) the Board, in its absolute discretion, gives notice that a
     Participant may exercise any or all of the Participant's Options as
     determined by the Board within a particular time, then, subject to the
     applicable provisions of paragraph 4 (except paragraph 4.2) and to
     paragraph 6.7, the Participant may exercise those Options within that time
     in addition to any other period during which the Options may be exercised.

6.2  TAKEOVER BID

     If a takeover bid is made to acquire any Shares, at any time any offers
     under a takeover bid remain open for acceptance, the Board may give written
     notice of the bid to each Participant, stating that any or all of the
     Participant's Options as determined by the Board may be exercised within 30
     days from the date of the notice.

6.3  APPLICATION TO THE COURT

     If the Board determines that an application is to be made to a court for a
     meeting to be held as described in paragraph 6.5, the Board may give
     written notice of the application to each Participant, stating that any or
     all of the Participant's Options as determined by the Board may be
     exercised up to five Business Days before the hearing of the application.

6.4  CHANGE OF CONTROL

     If, pursuant to a takeover bid or otherwise, any person together with their
     associates acquire Shares, which when aggregated with Shares already
     acquired by such person and their associates, comprise more than 30% of the
     issued Shares of the Company, the Board may give written notice to each
     Participant permitting the Participant to exercise any or all the
     Participant's

<PAGE>

     Options as determined by the Board within 60 days or such reasonable longer
     period as approved by the Board from the last date when any of the Shares
     referred to were so acquired.

6.5  MEETING TO CONSIDER A REORGANISATION

     If, pursuant to the Articles of Association, Applicable Regulations or
     otherwise, the Board determines to convene a General Meeting or other
     meeting of holders of the Company's securities or a meeting of the
     Company's creditors, or a court orders such a meeting, to be held in
     relation to a proposed Reorganisation, the Board may give written notice to
     each Participant permitting the Participant to exercise the Participant's
     Options before the time of the meeting.

6.6  COMPULSORY ACQUISITION, REORGANISATION OR WINDING UP

     If:

     (a)  a person becomes bound or entitled to compulsorily acquire Shares
          under the Articles of Association or Applicable Regulations;

     (b)  a Reorganisation is sanctioned by one or more of the following under
          the Articles of Association, Applicable Regulations or otherwise:

          (i)  a court;

          (ii) a General Meeting or other meeting of holders of the Company's
               securities; or

          (iii) a meeting of the Company's creditors; or

     (c)  the Company passes a resolution for voluntary winding up or an order
          is made for the compulsory winding up of the Company,

     then the Board may give written notice to each Participant permitting the
     Participant to exercise the Participant's Options within a specified period
     of up to 30 days after the occurrence of the relevant event.

6.7  OPTIONS LAPSE COMPULSORY ACQUISITION, REORGANISATION OR WINDING UP

     If a Participant becomes entitled to exercise the Participant's Options
     under paragraph 6.6 then, notwithstanding any other provision in these
     rules, all Options lapse on the expiration of the specified period allowed
     for exercise.

7    ADJUSTMENT OF OPTIONS

7.1  BONUS ISSUE

     If the Company makes a bonus issue of Shares pro rata to shareholders
     (other than an issue in lieu or in satisfaction of dividends or by way of
     dividend reinvestment) and no Shares have been allotted in respect of an
     Option before the record date for determining entitlements to the bonus
     issue then number of Shares over which the Option is exercisable will be
     increased by the

<PAGE>

     number of Shares which the Participant would have received if the
     Option had been exercised before the record date for the bonus issue.

7.2  RIGHTS ISSUE

     If:

     (a)  Shares are offered pro rata for subscription by the Company's
          shareholders generally by way of a rights issue; and

     (b)  the price at which each Share is so offered is less than the Market
          Value on the day of public announcement of the rights issue,

     the Exercise Price of each Option is reduced according to the following
     formula unless the Exercise Price of the Option is nil:

     O' = O - E[P-(S+D)]
              ----------
                N + 1

     where:

     O' = the new Exercise Price of the Option

     O  = the old Exercise Price of the Option

     E  = the number of Shares to which a Participant is entitled under one
          Option

     P  = the average market price per Share (weighted by reference to
          volume) sold in the ordinary course of trading on the ASX during
          the 5 trading days ending on the day before the ex rights date or
          ex entitlements date

     S  = the subscription price for a Share under the pro rata issue

     D  = the dividend due but not yet paid on the existing Shares (except
          those to be issued under the pro rata issue)

     N  = the number of Shares with rights or entitlements that must be
          held to receive a right to one new Share.

7.3  SUB-DIVISION, CONSOLIDATION, REDUCTION OR RETURN

     If there is any reorganisation, including any subdivision, consolidation,
     reduction or return of the issued capital of the Company, the number of
     Options to which each Participant is entitled or the Exercise Price (if
     any), or both, will be adjusted in the way specified by the Listing Rules
     from time to time.

<PAGE>

7.4  LIMITED RIGHT TO PARTICIPATE IN NEW ISSUES

     Subject to the preceding paragraphs, during the currency of a Participant's
     Option and before its exercise, the Participant is not entitled to
     participate in any new issue of securities of the Company as a result of
     holding the Option.

7.5  CUMULATION OF ADJUSTMENTS

     Full effect must be given to these paragraphs 7.1, 7.2 and 7.3 as and when
     occasions of their application arise and in such manner that the effects of
     the successive applications of them are cumulative, the intention being
     that the adjustments they progressively effect must be such as to reflect
     in relation to the Shares comprised in an Option the adjustments which on
     the occasions in question are progressively effective in relation to Shares
     already on issue. All adjustment calculations are to be to four decimal
     places and in the case of the Exercise Price (if any), to four decimal
     places expressed in cents.

     Unless otherwise provided in these rules, a Participant has no right to:

     (a)  change the Exercise Price of the Option; or

     (b)  change the number of Shares over which the Option can be exercised.

<PAGE>

LONG TERM INCENTIVE PLAN

Schedule 2 - Performance Rights

1    INVITATION TO APPLY FOR PERFORMANCE RIGHTS

     An Invitation to an Executive to apply for Performance Rights may be made
     on such terms and conditions as the Board decides from time to time,
     including as to:

     (a)  the number of Performance Rights for which that Executive may apply;

     (b)  the amount payable (if any) for the grant of a Performance Right or
          how it is calculated;

     (c)  the Exercise Price (if any) or how it is calculated;

     (d)  the Prescribed Exercise Date or how it is calculated;

     (e)  any Vesting Condition;

     (f)  any Exercise Condition;

     (g)  any Supplementary Condition; and

     (h)  the Exercise Period or how it is calculated.

2    GRANT OF PERFORMANCE RIGHTS

2.1  COMPANY TO GRANT PERFORMANCE RIGHTS

     On receipt of an application for Performance Rights, the Company at the
     discretion of the Board may grant Performance Rights to the Executive
     specified in the Invitation, subject to the Terms and Conditions of Grant.

2.2  CERTIFICATE OR STATEMENT

     Following the grant of Performance Rights under paragraph 2.1, the Company
     will issue to the Participant a certificate and/or other document that
     states or together state with respect to that grant:

     (a)  the number of Performance Rights granted;

     (b)  the Exercise Price;

     (c)  the Grant Date;

     (d)  where the Performance Rights are comprised in two or more Tranches,
          the number of Performance Rights in each Tranche;

<PAGE>

     (e)  the Prescribed Exercise Date;

     (f)  the Exercise Period; and

     (g)  other terms and conditions (if any) as determined by the Board.

2.3  RESTRICTION ON DEALING

     A Participant may not sell, assign, transfer or otherwise deal with, or
     grant a Security Interest over, a Performance Right granted to the
     Participant. The Performance Right lapses immediately on purported sale,
     assignment, transfer, dealing or grant of Security Interest, unless the
     Board in its absolute discretion approves the dealing or the transfer or
     transmission is effected by force of law on death or legal incapacity to
     the Participant's legal personal representative.

3    REGISTER OF PERFORMANCE RIGHTS

     Unless the Board determines otherwise, Performance Rights granted under
     these rules (and Shares issued or transferred to the relevant Participant
     on their exercise) will be registered in the appropriate register of the
     Company.

4    EXERCISE OF PERFORMANCE RIGHTS

4.1  MANNER OF EXERCISE

     Unless otherwise prohibited from doing so under this paragraph 4, or unless
     the Performance Right has lapsed, a Participant may exercise a
     Participant's Performance Right:

     (a)  in accordance with the Terms and Conditions of Grant; and

     (b)  by paying the Exercise Price (if any) to or as directed by the
          Company.

     The total Exercise Price (if any) payable by a Participant on exercise of
     Performance Rights is the Exercise Price of a Performance Right (if any)
     (expressed in cents to one decimal place) multiplied by the number of
     Performance Rights being exercised by that Participant, rounded up to the
     nearest cent.

4.2  VESTING CONDITIONS AND EXERCISE CONDITION

     Subject to paragraph 6, if a Performance Right is subject to a Vesting
     Condition and/or an Exercise Condition, it may not be exercised unless all
     Vesting Conditions and Exercise Conditions are satisfied (and in any
     situation referred to in paragraph 4.3(b)(i), is satisfied at the time of
     death or other cessation of employment), and then only to the extent
     permitted by the Exercise Condition.

4.3  EXERCISE DATE

     A Participant may exercise a Performance Right only on or after:

<PAGE>

     (a)  the Prescribed Exercise Date for the Performance Right; or

     (b)  any earlier date on which the Participant is entitled to exercise the
          Performance Right:

          (i)  under this paragraph 4 dealing with the Participant's death or
               otherwise ceasing to be employed by a Group Company, and with
               situations where the employer ceases to be a Group Company or the
               business in which the Participant is employed is transferred; or

          (ii) under paragraph 6 dealing with takeover bids, change of control,
               Reorganisation and winding up.

4.4  LIFE OF PERFORMANCE RIGHT

     Notwithstanding any other provision of these rules, the latest date on
     which a Performance Right lapses is the date of expiry of the Exercise
     Period.

4.5  PERFORMANCE RIGHT WILL LAPSE EARLIER ON DEATH OR CESSATION OF EMPLOYMENT

     Unless the Exercise Period expires at an earlier date or the Terms of Issue
     provide otherwise, a Participant's Performance Right lapses on the latest
     of:

     (a)  the expiry of 24 months after the Participant's death, if death occurs
          before the Performance Right lapses under paragraph (b), (c) or (d);

     (b)  the expiry of 24 months after the Participant ceases to be employed by
          a Group Company by reason of Retirement or permanent disability;

     (c)  the expiry of 3 months after the Participant ceases to be employed by
          a Group Company for any other reason; and

     (d)  if the Board extends the time during which the Performance Right may
          be exercised under paragraph 4.8, the expiry of that time,

     provided that if the Board issues a notice under paragraph 4.6 or 4.7
     advising the Participant that a Vested Performance Right has lapsed, the
     Performance Right is deemed to have lapsed on the date of death or
     cessation of employment (as the case may be) and the Company has no
     obligation to issue or cause to be transferred the Shares to which the
     Vested Performance Right relates following any purported exercise of the
     Vested Performance Right.

4.6  EXERCISE OF PERFORMANCE RIGHTS ON PARTICIPANT'S DEATH

     If a Participant dies before exercising a Performance Right, at a time when
     the individual:

     (a)  is still an employee of a Group Company; or

     (b)  having ceased to be employed by a Group Company, falls within the
          terms of paragraph 4.7,

<PAGE>

     then (subject to the other provisions of this paragraph 4), the Participant
     may:

     (c)  exercise a Vested Performance Right at any time from the date of death
          until it lapses pursuant to paragraph 4.4 or 4.5, except a Vested
          Performance Right is deemed to have lapsed on the date of death where
          the Board reasonably determines and provides notice to the Participant
          in writing that the Vested Performance Right has lapsed and the
          Company has no obligation to issue or cause to be transferred the
          Shares to which the Vested Performance Right relates following any
          purported exercise of the Vested Performance Right; or

     (d)  if permitted by the Board in writing, exercise a Performance Right
          that is not a Vested Performance Right at any time from the date of
          death until it lapses.

4.7  EXERCISE OF A PERFORMANCE RIGHT ON CEASING TO BE EMPLOYED BY A GROUP
     COMPANY

     If, before exercising a Performance Right, a Participant ceases to be
     employed by a Group Company (other than by reason of his or her death),
     then (subject to the other provisions of this paragraph 4):

     (a)  if the employment ceases by reason of Retirement, Redundancy,
          Separation or otherwise for termination by the relevant Group Company
          other than in circumstances set out in paragraph 4.11 the Participant
          may:

          (i)  exercise a Vested Performance Right at any time from the date of
               cessation of employment until it lapses pursuant to paragraph 4.4
               or 4.5, except a Vested Performance Right is deemed to have
               lapsed on the date of cessation of employment where the Board
               reasonably determines and provides notice to the Participant in
               writing that the Vested Performance Right has lapsed and the
               Company has no obligation to issue or cause to be transferred the
               Shares to which the Vested Performance Right relates following
               any purported exercise of the Vested Performance Right; or

          (ii) if permitted by the Board in writing, exercise a Performance
               Right that is not a Vested Performance Right from the date of
               cessation of employment until it lapses; or

     (b)  if the employment ceases for a reason other than Retirement,
          Redundancy, Separation or otherwise for termination by the relevant
          Group Company other than in circumstances set out in paragraph 4.11
          the Participant may exercise any unexercised Performance Right at any
          time from the date of cessation until it lapses, only if permitted by
          the Board in writing.

4.7A Notwithstanding any other provisions of these rules, a Participant may not
     exercise a Performance Right which has lapsed.

<PAGE>

4.8  BOARD MAY EXTEND TIME FOR EXERCISE BY PARTICIPANT

     The Board may, in writing, extend a period during which a Participant may
     exercise a Performance Right under these rules, except the Exercise Period.

4.9  INDIVIDUAL NOT TREATED AS CEASING TO BE AN EMPLOYEE

     For the purposes of this paragraph 4, a Participant:

     (a)  is not treated as ceasing to be an employee of a Group Company unless
          and until the individual is no longer an employee of any Group
          Company, whether or not in the same capacity as at the time the
          Performance Right was granted; and

     (b)  subject to paragraph 4.10, is not treated as ceasing to be an employee
          of a Group Company if the individual is no longer an employee of any
          Group Company because:

          (i)  the individual's employer ceases to be a Group Company, whether
               or not, after the cessation, the individual remains an employee
               of that employer; or

          (ii) the individual is an employee of a business that is transferred
               to a person that is not a Group Company.

4.10 PERFORMANCE RIGHT LAPSES IF EMPLOYER CEASES TO BE A GROUP COMPANY OR ON
     CHANGE IN OWNERSHIP OF BUSINESS

     If a Participant is no longer an employee of a Group Company because of
     circumstances set out in paragraph 4.9(b)(i) or (ii), then the Performance
     Rights lapse upon this occurring except where otherwise determined by the
     Board in writing, in which case the Participant's Performance Rights lapse
     on the latest of:

     (a)  the expiration of 24 months after the date of the cessation or
          transfer (as the case may be);

     (b)  if the Board extends the period during which the Performance Right may
          be exercised under paragraph 4.8, the expiration of that time; and

     (c)  if the Participant dies before the Performance Right lapses under
          paragraph (a) or (b), the expiration of 24 months after the
          individual's death.

4.11 PERFORMANCE RIGHT MAY LAPSE IN THE CASE OF FRAUD OR DISHONESTY

     If, in the opinion of the Board, a Participant:

     (a)  has committed (or it is evident the Participant intends to commit),
          any act (whether by omission or commission) which amounts or would
          amount to any of dishonesty, fraud, wilful misconduct, wilful breach
          of duty, serious and wilful negligence or incompetence in the
          performance of the Participant's duties; or

     (b)  is convicted of a criminal offence (other than a minor motor traffic
          offence or other trivial offence which does not impact on the

<PAGE>

          Participant's good fame and character or ability to perform his/her
          duties) or is guilty of any other wilful or recklessly indifferent
          conduct which, in the reasonable opinion of the Board, may injure or
          tend to injure the reputation and/or the business or operations of a
          Group Company,

     the Board may declare that any unexercised Performance Right has lapsed,
     and the Performance Right lapses accordingly.

4.12 NO EXERCISE OF PERFORMANCE RIGHT ON BANKRUPTCY

     It is a condition precedent to the exercise of a Performance Right that if
     the Participant is an individual, the Participant is not bankrupt and has
     not committed an act of bankruptcy or, if the Participant is deceased, the
     Participant's estate is not bankrupt or if the Participant is not an
     individual, the Participant is not insolvent or subject to a resolution or
     order for winding up.

4.13 DISCRETION TO DETERMINE THAT PERFORMANCE RIGHTS WILL NOT LAPSE

     Notwithstanding any other paragraph in this Schedule 2, if a Participant
     ceases employment with the Company for any reason, or gives notice of their
     intention to cease employment with the Company, the Board may in its
     absolute discretion (on any conditions which it thinks fit) decide that
     some or all of the unvested Performance Rights held by the participant do
     not lapse, but lapse at the time and subject to the conditions it may
     specify by notice to the Participant, which may include one or more of the
     following:

     (a)  that the period to which any Vesting Condition and / or any Exercise
          Condition relates is reduced to a period shorter than that which would
          otherwise apply;

     (b)  that the Vesting Criteria applicable to a Performance Right be waived;
          and

     (c)  that a Performance Right which vests in accordance with the terms and
          conditions specified in the notice may be exercised within the period
          specified in paragraph 4.5 or any shorter period specified in the
          notice.

5    DELIVERY OF SHARES ON EXERCISE OF PERFORMANCE RIGHTS

5.1  ISSUE OR TRANSFER

     Subject to paragraphs 5.4 and 5.5 within 15 Business Days after the
     exercise of a Participant's Performance Rights, the Company will issue or
     cause to be transferred to a Participant the number of Shares comprised in
     each Performance Right (expressed to four decimal places) multiplied by the
     number of Performance Rights exercised by that Participant rounded down to
     the nearest whole number of Shares. Subject to the Listing Rules, if a
     Participant requests that they are allocated CUFS in respect of the Shares
     issued, the Company will do everything practicable to promptly facilitate
     the issue of CUFS to the Participant in respect of those Shares.

<PAGE>

5.2  SHARES TO RANK PARI PASSU

     All Shares issued or transferred on the exercise of a Participant's
     Performance Rights will rank pari passu in all respects with the Shares of
     the same class for the time being on issue except for any rights attaching
     to the Shares by reference to a record date prior to the date of their
     allotment or transfer.

5.3  SHARES TO BE QUOTED ON ASX

     If Shares of the same class as those issued on the exercise of a
     Participant's Performance Rights are quoted on the ASX, the Company will
     apply to the ASX as required by the Listing Rules for those Shares to be
     quoted.

5.4  RESTRICTION AS TO DEALING

     Where the Shares referred to in paragraph 5.1 are subject (pursuant to the
     Terms and Conditions of Grant) to any restriction as to disposal or other
     dealing by the Participant for any period, the Board may implement any
     procedure it deems appropriate that complies with Applicable Regulations to
     ensure compliance by the Participant with this restriction.

5.5  PARTICIPANT'S AGREEMENT

     By applying for and being granted Performance Rights under these rules,
     each Participant undertakes that while the Shares acquired by the
     Participant as a result of the exercise of Performance Rights are subject
     to any restriction procedure prescribed under paragraph 5.4, the
     Participant will not take any action or permit another person to take any
     action to remove the restriction procedure.

5.6  EXPIRY OF RESTRICTION

     Upon the expiry of any restriction over a Share, the Company will take all
     actions necessary to ensure that the Participant can deal with the Share.

6    TAKEOVER, REORGANISATION AND WINDING-UP

6.1  PERFORMANCE RIGHTS MAY BE EXERCISED AT A TIME EARLIER THAN THE PRESCRIBED
     EXERCISE DATE

     If, under any of the following provisions of this paragraph 6 (in
     connection with a takeover bid, change of control, proposed Reorganisation
     or winding u) the Board, in its absolute discretion, gives notice that a
     Participant may exercise any or all of the Participant's Performance Rights
     as determined by the Board within a particular time, then, subject to the
     applicable provisions of paragraph 4 (except paragraph 4.2) and to
     paragraph 6.7, the Participant may exercise those Performance Rights within
     that time in addition to any other period during which the Performance
     Rights may be exercised.

6.2  TAKEOVER BID

     If a takeover bid is made to acquire any Shares, at any time any offers
     under a takeover bid remain open for acceptance, the Board may give written
     notice of the bid to each Participant, stating that any or all of the
     Participant's

<PAGE>

     Performance Rights as determined by the Board may be exercised within 30
     days from the date of the notice.

6.3  APPLICATION TO THE COURT

     If the Board determines that an application is to be made to a court for a
     meeting to be held as described in paragraph 6.5, the Board may give
     written notice of the application to each Participant, stating that any or
     all of the Participant's Performance Rights as determined by the Board may
     be exercised up to five Business Days before the hearing of the
     application.

6.4  CHANGE OF CONTROL

     If, pursuant to a takeover bid or otherwise, any person together with their
     associates acquire Shares, which when aggregated with Shares already
     acquired by such person and their associates, comprise more than 30% of the
     issued Shares of the Company, the Board may give written notice to each
     Participant permitting the Participant to exercise any or all the
     Participant's Performance Rights as determined by the Board within 60 days
     or such reasonable longer period as approved by the Board from the last
     date when any of the Shares referred to were so acquired.

6.5  MEETING TO CONSIDER A REORGANISATION

     If, pursuant to the Articles of Association, Applicable Regulations or
     otherwise, the Board determines to convene a General Meeting or other
     meeting of holders of the Company's securities or a meeting of the
     Company's creditors, or a court orders such a meeting, to be held in
     relation to a proposed Reorganisation, the Board may give written notice to
     each Participant permitting the Participant to exercise the Participant's
     Performance Rights before the time of the meeting.

6.6  COMPULSORY ACQUISITION, REORGANISATION OR WINDING UP

     If:

     (a)  a person becomes bound or entitled to compulsorily acquire Shares in
          the Company under the Articles of Association or Applicable
          Regulations;

     (b)  a Reorganisation is sanctioned by one or more of the following under
          the Articles of Association, Applicable Regulations or otherwise:

          (i)  a court;

          (ii) a General Meeting or other meeting of holders of the Company's
               securities; or

          (iii) a meeting of the Company's creditors; or

     (c)  the Company passes a resolution for voluntary winding up or an order
          is made for the compulsory winding up of the Company,

<PAGE>

     then the Board may give written notice to each Participant permitting the
     Participant to exercise the Participant's Performance Rights within a
     specified period of up to 30 days after the occurrence of the relevant
     event.

6.7  PERFORMANCE RIGHTS LAPSE ON COMPULSORY ACQUISITION, REORGANISATION OR
     WINDING UP

     If a Participant becomes entitled to exercise the Participant's Performance
     Rights under paragraph 6.6 then, notwithstanding any other provision in
     these rules, all Performance Rights lapse on the expiration of the
     specified period allowed for exercise.

7    ADJUSTMENT OF PERFORMANCE RIGHTS

7.1  BONUS ISSUE

     If the Company makes a bonus issue of Shares pro rata to shareholders
     (other than an issue in lieu or in satisfaction of dividends or by way of
     dividend reinvestment) and no Shares have been allotted in respect of a
     Performance Right before the record date for determining entitlements to
     the bonus issue then number of Shares over which the Performance Right is
     exercisable will be increased by the number of Shares which the Participant
     would have received if the Performance Right had been exercised before the
     record date for the bonus issue.

7.2  RIGHTS ISSUE

     If:

     (a)  Shares are offered pro rata for subscription by the Company's
          shareholders generally by way of a rights issue; and

     (b)  the price at which each Share is so offered is less than the Market
          Value on the day of public announcement of the rights issue,

     the Exercise Price of each Performance Right is reduced according to the
     following formula unless the Exercise Price of the Performance Right is
     nil:

     O' = O - E[P-(S+D)]
              ----------
                 N + 1

     where:

     O' = the new Exercise Price of the Performance Right

     O  = the old Exercise Price of the Performance Right

     E  = the number of Shares to which a Participant is entitled under one
          Performance Right

     P  = the average market price per Share (weighted by reference to volume)
          sold in the ordinary course of trading on the ASX during the 5
          trading days ending on the day before the ex rights date or ex
          entitlements date

<PAGE>

     S  = the subscription price for a Share under the pro rata issue

     D  = the dividend due but not yet paid on the existing Shares (except those
          to be issued under the pro rata issue)

     N  = the number of Shares with rights or entitlements that must be held to
          receive a right to one new Share.

7.3  SUB-DIVISION, CONSOLIDATION, REDUCTION OR RETURN

     If there is any reorganisation, including any subdivision, consolidation,
     reduction or return of the issued capital of the Company, the number of
     Performance Rights to which each Participant is entitled or the Exercise
     Price (if any), or both, will be adjusted in the way specified by the
     Listing Rules from time to time.

7.4  LIMITED RIGHT TO PARTICIPATE IN NEW ISSUES

     Subject to the preceding paragraphs, during the currency of a Participant's
     Performance Right and before its exercise, the Participant is not entitled
     to participate in any new issue of securities of the Company as a result of
     holding the Performance Right.

7.5  CUMULATION OF ADJUSTMENTS

     Full effect must be given to these paragraphs 7.1, 7.2 and 7.3 as and when
     occasions of their application arise and in such manner that the effects of
     the successive applications of them are cumulative, the intention being
     that the adjustments they progressively effect must be such as to reflect
     in relation to the Shares comprised in a Performance Right the adjustments
     which on the occasions in question are progressively effective in relation
     to Shares already on issue. All adjustment calculations are to be to four
     decimal places and in the case of the Exercise Price (if any), to four
     decimal places expressed in cents.

     Unless otherwise provided in these rules, a Participant has no right to:

     (a)  change the Exercise Price of the Performance Right; or

     (b)  change the number of Shares over which the Performance Right can be
          exercised.

<PAGE>

Schedule 3 - Performance Shares

1    INVITATION TO APPLY FOR PERFORMANCE SHARES

     An Invitation to an Executive to apply for Performance Shares may be made
     on such terms and conditions as the Board decides from time to time,
     including as to:

     (a)  the number of Performance Shares or the method of calculating the
          number of Performance Shares for which the Executive may apply;

     (b)  whether the Performance Shares will CUFS or Shares;

     (c)  the amount payable (if any) for the Performance Shares or how it is
          calculated;

     (d)  the Prescribed Withdrawal Date or how it is calculated;

     (e)  any Minimum Restriction Condition;

     (f)  any Performance Condition; and

     (g)  any Supplementary Condition.

2    ACQUISITION AND ALLOCATION OF SHARES BY TRUSTEE

2.1  CAPITAL CONTRIBUTIONS TO TRUST

     On and from commencement of the Performance Share Plan, the Company or any
     Subsidiary may pay to the Trustee amounts determined by the Company from
     time to time to fund the Performance Share Plan, including acquisition of
     Shares and/or CUFS for the purposes of the Performance Share Plan or Plan
     Expenses.

2.2  APPLICATION OF CAPITAL CONTRIBUTION

     The Trustee may use any amounts received under paragraph 2.1 to acquire
     Shares and/or CUFS for the benefit of Participants, as directed from time
     to time by the Company. The Trustee must not repay to any Group Company any
     amount received as contributions for the acquisition of Shares.

2.3  SHARES AND CUFS HELD FOR PARTICIPANTS

     On receipt of an application for Performance Shares, the Company at the
     discretion of the Board may cause the Trustee to hold Participant Shares on
     behalf of a Participant subject to the Terms of Conditions.

<PAGE>

2.4  SHARES AND CUFS REGISTERED IN NAME OF TRUSTEE

     Shares or CUFS acquired for a Participant under the Performance Share Plan
     are to be registered in the name of the Trustee, or a nominee of the
     Trustee, as determined from time to time and must be allocated to the Share
     Account of that Participant. A Participant has no rights and obligations
     under the Performance Share Plan unless and until Shares or CUFS which are
     registered in the name of the Trustee are allocated to that Participant's
     Share Account.

2.5  QUOTATION

     The Company must apply to ASX for official quotation of any Shares issued
     to the Trustee.

2.6  NOTIFICATION TO PARTICIPANT

     The Company must ensure that each Participant is notified in writing when
     Shares or CUFS are acquired and registered in the name of the Trustee for
     the benefit of that Participant and allocated to that Participant's Share
     Account.

2.7  NO FRACTIONS

     The Trustee must not hold fractions of Shares or CUFS on behalf of a
     Participant. Any Shares remaining after the allocation of whole Shares to a
     Participant may be held in Reserve Account used by the Trustee to satisfy
     future applications made under the Performance Share Plan.

3    RESTRICTIONS ON DEALING WITH PARTICIPANT SHARES

3.1  RESTRICTION ON DEALING

     Except as provided in these rules, a Participant may not dispose of, deal
     in, or grant a Security Interest over, any interest in their Participant
     Shares (whether or not the Shares are subject to Minimum Restriction
     Conditions or Performance Conditions).

3.2  ARRANGEMENTS TO ENFORCE RESTRICTION

     The Trustee is entitled to make any arrangements it considers necessary to
     enforce the restriction in paragraph 3.1 and any Minimum Restriction
     Conditions or Performance Conditions, and Participants are bound by those
     arrangements and must take any steps reasonably required by the Trustee.

4    DEALING IN PARTICIPANT SHARES

4.1  WITHDRAWAL OF PARTICIPANT SHARES

     (a)  Unless otherwise prohibited from doing so under this paragraph 4, or
          unless the Participant Share has been forfeited, a Participant may
          submit a Notice of Withdrawal of Shares in accordance with the Terms
          and Conditions.

     (b)  The Trustee may in its absolute discretion reject a Notice of
          Withdrawal of Shares.

<PAGE>

4.2  MINIMUM RESTRICTION CONDITIONS AND PERFORMANCE CONDITIONS

     Subject to paragraph 9, if a Participant Share is subject to a Minimum
     Restriction Condition and/or a Performance Condition, a Participant may not
     submit a Notice of Withdrawal of Shares unless all Minimum Restriction
     Conditions and Performance Conditions are satisfied (and in any situation
     referred to in paragraph 4.3(b)(i), is satisfied at the time of death or
     other cessation of employment), and then only to the extent permitted by
     the Performance Condition.

4.3  WITHDRAWAL

     A Participant may submit a Notice of Withdrawal of Shares only on or after:

     (a)  the Prescribed Withdrawal Date for the Participant Share; or

     (b)  any earlier date on which the Participant is entitled submit a Notice
          of Withdrawal of Shares:

          (i)  under this paragraph 4 dealing with the Participant's death or
               otherwise ceasing to be employed by a Group Company, and with
               situations where the employer ceases to be a Group Company or the
               business in which the Participant is employed is transferred; or

          (ii) under paragraph 9 dealing with takeover bids, change of control,
               court orders, Reorganisations and winding up.

4.4  PARTICIPANT SHARE WILL BE FORFEITED EARLIER ON DEATH OR CESSATION OF
     EMPLOYMENT

     A Participant's Participant Shares will be forfeited for $1.00 in total
     unless the Terms of Issue provide otherwise on the latest of:

     (a)  the expiry of 24 months after the Participant's death, if death occurs
          before the Participant Share is forfeited under paragraph (b), (c) or
          (d);

     (b)  the expiry of 24 months after the Participant ceases to be employed by
          a Group Company by reason of Retirement or permanent disability;

     (c)  the expiry of 3 months after the Participant ceases to be employed by
          a Group Company for any other reason; and

     (d)  if the Board extends the time during which a Notice of Withdrawal of
          Shares may be submitted under paragraph 4.7, the expiry of that time,

     provided that if the Board issues a notice under paragraph 4.5 or 4.6
     advising the Participant that a Participant Share has been forfeited, the
     Participant Share is deemed to have been forfeited on the date of death or
     cessation of employment (as the case may be) and the Trustee and the
     Company has no obligation to comply with a Notice of Withdrawal of Shares
     purportedly submitted in respect of that Participant Share.

<PAGE>

4.5  WITHDRAWAL ON PARTICIPANT'S DEATH

     If a Participant dies before submitting a Notice of Withdrawal of Shares,
     at a time when the individual:

     (a)  is still an employee of a Group Company; or

     (b)  having ceased to be employed by a Group Company, falls within the
          terms of paragraph 4.6,

     then (subject to the other provisions of this paragraph 4), the Participant
     may:

     (c)  where the Minimum Restriction Conditions (if any) of a Participant
          Share have been satisfied, submit a Notice of Withdrawal of Shares in
          respect of that Participant Share at any time from the date of death
          until it is forfeited pursuant to paragraph 4.4, except a Participant
          Share is deemed to have been forfeited on the date of death where the
          Board reasonably determines and provides notice to the Participant in
          writing that the Participant Share has been forfeited the Trustee and
          the Company has no obligation to comply with a Notice of Withdrawal of
          Shares purportedly submitted in respect of that Participant Share; or

     (d)  where the Minimum Restriction Conditions (if any) of a Participant
          Share have not been satisfied, if permitted by the Board in writing,
          submit a Notice of Withdrawal of Shares in respect of that Participant
          Share at any time from the date of death until it is forfeited.

4.6  WITHDRAWAL ON CEASING TO BE EMPLOYED BY A GROUP COMPANY

     If, before submitting a Notice of Withdrawal of Shares, a Participant
     ceases to be employed by a Group Company (other than by reason of his or
     her death), then (subject to the other provisions of this paragraph 4):

     (a)  if the employment ceases by reason of Retirement, Redundancy,
          Separation or otherwise for termination by the relevant Group Company
          other than in circumstances set out in paragraph 4.10 the Participant
          may:

          (i)  where the Minimum Restriction Conditions (if any) of a
               Participant Share have been satisfied, submit a Notice of
               Withdrawal of Shares in respect of that Participant Share at any
               time from the date of cessation of employment until it is
               forfeited pursuant to paragraph 4.4, except a Participant Share
               is deemed to have been forfeited on the date of cessation of
               employment where the Board reasonably determines and provides
               notice to the Participant in writing that the Participant Share
               has been forfeited and the Trustee and the Company has no
               obligation to comply with a Notice of Withdrawal of Shares
               purportedly submitted in respect of that Participant Share; or

          (ii) where the Minimum Restriction Conditions (if any) of a
               Participant Share have not been satisfied, if permitted by the
               Board in writing, submit a Notice of Withdrawal of Shares in

<PAGE>

               respect of that Participant Share from the date of cessation of
               employment until it is forfeited; or

     (b)  if the employment ceases for a reason other than Retirement,
          Redundancy, Separation or otherwise for termination by the relevant
          Group Company other than in circumstances set out in paragraph 4.10
          the Participant may submit a Notice of Withdrawal of Shares at any
          time from the date of cessation until it is forfeited, only if
          permitted by the Board in writing.

4.7A Notwithstanding any other provisions of these rules, a Participant may not
     submit a Notice of Withdrawal of Shares in relation to a Participant Share
     under these rules if the Participant Share has been forfeited.

4.7  BOARD MAY EXTEND TIME FOR NOTICE OF WITHDRAWAL OF SHARES

     Subject to paragraph 4.13, the Board may, in writing, extend a period
     during which a Participant may submit a Notice of Withdrawal of Shares
     under these rules.

4.8  INDIVIDUAL NOT TREATED AS CEASING TO BE AN EMPLOYEE

     For the purposes of this paragraph 4, a Participant:

     (a)  is not treated as ceasing to be an employee of a Group Company unless
          and until the individual is no longer an employee of any Group
          Company, whether or not in the same capacity as at the time the
          Participant Share was granted; and

     (b)  subject to paragraph 4.9, is not treated as ceasing to be an employee
          of a Group Company if the individual is no longer an employee of any
          Group Company because:

          (i)  the individual's employer ceases to be a Group Company, whether
               or not, after the cessation, the individual remains an employee
               of that employer; or

          (ii) the individual is an employee of a business that is transferred
               to a person that is not a Group Company.

4.9  PARTICIPANT SHARE WILL BE FORFEITED IF EMPLOYER CEASES TO BE A GROUP
     COMPANY OR ON CHANGE IN OWNERSHIP OF BUSINESS

     If a Participant is no longer an employee of a Group Company because of
     circumstances set out in paragraph 4.8(b)(i) or (ii), then the
     Participant's Shares are forfeited for a total of $1.00 upon this occurring
     except where otherwise determined by the Board in writing, in which case
     the Participant's Shares will be forfeited for a total of $1.00 on the
     latest of:

     (a)  the expiration of 24 months after the date of the cessation or
          transfer (as the case may be);

     (b)  if the Board extends the period during which a Notice of Withdrawal of
          Shares may be submitted under paragraph 4.7, the expiration of that
          time; and

<PAGE>

     (c)  if the Participant dies before the Participant Share is forfeited
          under paragraph (a) or (b), the expiration of 24 months after the
          individual's death.

4.10 PARTICIPANT SHARE MAY BE FORFEITED IN THE CASE OF FRAUD OR DISHONESTY

     If, in the opinion of the Board, a Participant:

     (a)  has committed (or it is evident the Participant intends to commit),
          any act (whether by omission or commission) which amounts or would
          amount to any of dishonesty, fraud, wilful misconduct, wilful breach
          of duty, serious and wilful negligence or incompetence in the
          performance of the Participant's duties; or

     (b)  is convicted of a criminal offence (other than a minor motor traffic
          offence or other trivial offence which does not impact on the
          Participant's good fame and character or ability to perform his/her
          duties) or is guilty of any other wilful or recklessly indifferent
          conduct which, in the reasonable opinion of the Board, may injure or
          tend to injure the reputation and/or the business or operations of a
          Group Company,

     the Board may declare that any or all of the Participant's Participant
     Shares have been forfeited for a total of $1.00, and the Participant Shares
     are forfeited accordingly.

4.10A DISCRETION TO DETERMINE THAT PERFORMANCE SHARES WILL NOT BE FORFEITED

     Notwithstanding any other paragraph in this Schedule 3, if a Participant
     ceases employment with the Company for any reason, or gives notice of their
     intention to cease employment with the Company, the Board may in its
     absolute discretion (on any conditions which it thinks fit) decide that
     some or all of the Participant's unvested Performance Shares will not be
     forfeited at that time, but will be forfeited at the time and subject to
     the conditions it may specify by notice to the Participant, which may
     include one or more of the following:

     (c)  that the period to which any Minimum Restriction Conditions and / or
          any Performance Condition relates is reduced to a period shorter than
          that which would otherwise apply;

     (d)  that the Minimum Restriction Condition applicable to a Performance
          Share be waived; and

     (e)  that a Performance Share which vests in accordance with the terms and
          conditions specified in the notice may be exercised within the period
          specified in paragraph 4.4 or any shorter period specified in the
          notice.

4.11 WITHDRAWAL NOT PERMITTED ON BANKRUPTCY

     It is a condition precedent to submitting a Notice of Withdrawal of Shares
     that if the Participant is an individual, the Participant is not bankrupt
     and has not committed an act of bankruptcy or, if the Participant is
     deceased, the Participant's estate is not bankrupt or if the Participant is
     not an individual,

<PAGE>

     the Participant is not insolvent or subject to a resolution or order for
     winding up.

4.12 SHARES/CUFS HELD IN RESERVE ACCOUNT

     Where Shares or CUFS are forfeited under this paragraph 4, the Trustee may
     either hold those Shares or CUFS (as applicable) in the Reserve Account or
     sell those Shares or CUFS and hold those proceeds to the Reserve Account.

4.13 RELEASE OF PARTICIPANT SHARES AFTER 10 YEARS

     Subject to this paragraph 4, if a Participant has not submitted a Notice of
     Withdrawal of Shares to the Trustee within 30 days after the 10th
     anniversary of the Acquisition Date of the Participant's Shares, then the
     Board may, in its absolute discretion, direct the Trustee (which direction
     the Trustee must comply with) to either:

     (a)  transfer to the Participant some or all of the Participant's Shares
          held by the Trustee on behalf of the Participant (and, in this case,
          the Participant irrevocably directs the Trustee to do all that is
          necessary on behalf of the Participant to effect and complete the
          transfer); or

     (b)  sell, on behalf of the Participant, some or all of the Participant's
          Shares held by the Trustee on behalf of the Participant.

4.14 APPLICATION OF SALE PROCEEDS

     If the Participant's Shares are sold by the Trustee on behalf of the
     Participant, the Trustee must apply the proceeds of sale:

     (a)  first, in payment of any stamp duty, tax, brokerage or like costs and
          expenses of the sale incurred by the Trustee on behalf of the
          Participant; and

     (b)  second, the balance (if any) in payment to the Participant.

4.15 SALE OF PARTICIPANT SHARES

     Any direction by a Participant to the Trustee under this paragraph 4 to
     sell some or all of the Participant's Shares on the Participant's behalf is
     a direction to sell those Participant's Shares at any time within 60 days
     of the date of the direction by instructing a Market Participant to sell
     the Participant's Shares at the best price reasonably obtainable for that
     Participant's Shares in the market at the time of sale.

4.16 PROCEEDS OF SALE DEDUCTION

     If the Trustee, in its discretion, considers that it will be required to
     deduct or remit any amount in respect of taxation because the Participant's
     Shares are to be transferred to the Participant or sold under this
     paragraph 4, then, despite anything else in these rules, the Trustee may
     retain and sell (on behalf of the Participant) a sufficient number of the
     Participant's Shares to obtain cash to meet that obligation.

<PAGE>

4.17 TRUSTEE MAY ACCUMULATE TRANSFERS

     Where the Trustee is required to sell or transfer the Participant's Shares
     under paragraph 4, the Trustee may accumulate the Participant Shares to be
     sold or transferred and deal with them all at or about the same time,
     provided that all outstanding sales and transfers are effected within 60
     days after the date of the Participant's direction or the Trustee's
     decision to sell or transfer.

4.18 TRUSTEE MAY DEFER SALE OR TRANSFER

     The Trustee may defer the sale or transfer of any Participant's Shares
     under paragraph 4 until the Board has determined to its satisfaction that
     the Participant's Shares have not been forfeited under this paragraph 4 in
     the particular circumstances of the Participant.

     A Participant may agree with the Trustee to repay any debts owing or moneys
     payable to a Group Company on their behalf from the proceeds of sale of the
     Participant's Shares.

4.19 UNCLAIMED MONEYS

     If the Trustee cannot, within 12 months from the date of sale of a
     Participant's Shares under this paragraph 4, locate the Participant (at
     their last residential address, as notified by the Participant) to pay any
     balance of the proceeds of sale of the Participant's Shares in accordance
     with this paragraph 4, then the Trustee must transfer the proceeds to the
     Reserve Account.

4.20 RECTIFICATION

     If:

     (a)  a Participant's Shares have been sold by the Trustee but it is
          subsequently proven to the satisfaction of the Trustee that those
          Participant's Shares were not required to be sold; or

     (b)  a Court or other competent authority orders the reinstatement of a
          person as a Participant of the Performance Share Plan,

     the Trustee may take the steps it considers necessary or desirable to put
     the affected Participant(s) or former Participant(s) in the same position
     (so far as is practicable) as they would have been had the Participant's
     Shares not been sold.

     Without limiting the above, the Trustee may in those circumstances:

     (a)  allocate Shares or CUFS forfeited by other Participants under this
          paragraph 4 to the affected Participant's or former Participant's
          Share Account;

     (b)  apply cash from the Reserve Account to acquire Shares or CUFS for the
          affected Participant or former Participant; and/or

     (c)  treat the Acquisition Date of the Shares or CUFS (as applicable)
          credited to the affected Participant or former Participant's Share
          Account as being a date other than the actual date of acquisition.

<PAGE>

5    TRUSTEE MAY REJECT NOTICE OF WITHDRAWAL

     If the Board determines that a Participant's employment may be terminated
     by their Employer (or that the Participant may terminate their employment
     with a Group Company) in circumstances which may involve an act of fraud,
     defalcation or gross misconduct in relation to the Group then, despite
     anything else in these rules, the Board may direct the Trustee to reject
     any Notice of Withdrawal of Shares in relation to the Participant's Shares
     (which direction the Trustee must comply with).

6    RESERVE ACCOUNT

6.1  CREDIT OF RESERVE ACCOUNT

     Any amounts, Performance Shares or other property standing from time to
     time to the credit of the Reserve Account must be held by the Trustee for
     the general purposes of the Performance Share Plan until applied in
     accordance with paragraph 6.2 or 6.3.

6.2  APPLICATION OF RESERVE ACCOUNT AMOUNTS

     The Trustee may apply any amount standing to the credit of the Reserve
     Account:

     (a)  in meeting Plan Expenses; or

     (b)  for any other purposes relevant to the Performance Share Plan,

     however no amount may be paid to, or applied for the benefit of, the
     Company or any other member of the Group.

6.3  DISPOSAL OF PERFORMANCE SHARES HELD IN RESERVE ACCOUNT

     Any Performance Shares standing to the credit of the Reserve Account, and
     any other property standing to the credit of the Reserve Account, may be
     sold or disposed of by the Trustee, in which case the sale proceeds are to
     be applied in accordance with paragraph 6.2.

7    DISTRIBUTION OF DIVIDENDS, RIGHTS ISSUES, BONUS SHARES AND INTEREST

7.1  DISTRIBUTIONS AND OTHER BENEFITS

     A Participant is entitled to receive any dividend or other distribution or
     entitlement in respect of Performance Shares which, at the record date for
     determining entitlements to those dividends or other distribution or
     entitlement, stand to the credit of the Share Account of that Participant.
     This applies even if the Performance Shares remain subject to Minimum
     Restriction Condition or Performance Condition, but does not apply if the
     Shares are forfeited under paragraph 4. Except as expressly provided for in
     these rules, the Trustee may determine the most practical means for the
     dividend, distribution or entitlement to be realised.

<PAGE>

7.2  RESERVE ACCOUNT SHARES

     Any dividends received by the Trustee in respect of Performance Shares
     which, at the record date for determining entitlements to those dividends,
     stand to the credit of the Reserve Account are to be credited to the
     Reserve Account and applied in accordance with paragraph 6.

7.3  PARTICIPATION IN SCHEMES

     (a)  A Participant is entitled to participate in any scheme for the
          reinvestment of dividends paid or payable from time to time by the
          Company, or any bonus election scheme which permits dividends paid or
          payable from time to time by the Company to be foregone and bonus
          shares to be issued in lieu, in respect of a Participant's Shares and:

     (b)  may do so by giving written notice to the Trustee;

     (c)  the Participant's participation must be in respect of all the
          Participant's Shares, and not some only;

     (d)  a Participant's participation in a dividend reinvestment scheme or
          bonus share scheme under this paragraph continues until the
          Participant notifies the Trustee in writing that they no longer wish
          to participate in the scheme; and

     (e)  where a Participant is participating in a dividend reinvestment scheme
          or a bonus share scheme under this paragraph, any Shares or CUFS which
          are received by the Trustee in respect of Performance Shares that, at
          the record date for determining entitlements to those shares stand to
          the credit of the Share Account of that Participant, must be credited
          to the Share Account of that Participant and must not be subject to
          any Minimum Restriction Condition or Performance Condition.
          Participants are not entitled to fractions of Shares, which are to be
          credited to the Reserve Account and applied in accordance with
          paragraph 6.

7.4  RIGHTS ISSUES

     (a)  If the Company announces a Rights issue:

     (b)  the Trustee must notify each Participant of the Rights issue, and
          offer each Participant an opportunity to require the Trustee to
          exercise those Rights in respect of Participant Shares;

     (c)  if the Participant wants the Trustee to exercise the relevant Rights,
          they must give a written direction to the Trustee to this effect and
          pay the issue price to the Trustee by the time and in the manner
          specified in the notice referred to in paragraph 7.4(a);

     (d)  any Shares or CUFS allotted to the Trustee as a result of the Trustee
          exercising Rights in accordance with this paragraph 7.4 must be
          credited to the Share Account of the relevant Participant and are not
          subject to any Minimum Restriction Condition or Performance Condition;
          and

<PAGE>

     (e)  if the Rights are renouncable and a Participant declines, or does not
          respond to, the offer made by the Trustee under paragraph 7.4(a), the
          Trustee must use its best endeavours to sell those Rights. The
          Participant is entitled to receive the net proceeds of that sale, and
          the Trustee must pay the net proceeds of that sale to the Participant.

7.5  BONUS SHARES

     (a)  Any bonus shares which are received by the Trustee in respect of
          Performance Shares that, at the record date for determining
          entitlements to those bonus shares, stand to the credit of:

     (b)  any Share Account of a Participant - are to be credited to that Share
          Account, and are deemed for the purposes of these rules to have been
          credited to that Share Account at the same time as the Performance
          Shares in respect of which the bonus shares are issued were credited
          to the Share Account. Bonus shares are to be subject to the same
          Minimum Restriction Conditions and Performance Conditions as the
          Shares or CUFS (as applicable) in respect of which they are issued.
          Participants are not entitled to fractions of bonus shares, which are
          to be credited to the Reserve Account and applied in accordance with
          paragraph 6; or

     (c)  the Reserve Account - are to be credited to the Reserve Account and
          applied in accordance with paragraph 6.

7.6  INTEREST

     Any interest or other earnings derived by the Trustee and not otherwise
     provided for under this paragraph 7, whether attributable to amounts
     standing to the credit of the Share Accounts of Participants or to amounts
     standing to the credit of the Reserve Account, are to be credited to the
     Reserve Account and applied in accordance with paragraph 6.

8    VOTING RIGHTS

8.1  NOTICES TO BE FORWARDED TO PARTICIPANT

     A copy of all notices of General Meetings of members of the Company
     received by the Trustee must be forwarded to each Participant unless the
     Participant has notified the Trustee that they do not wish to receive the
     notices.

8.2  PARTICIPANT MAY DIRECT VOTING

     Subject to the terms of issue of the relevant Performance Shares, a
     Participant may direct the exercise of any voting rights attaching to the
     Participant's Shares by directing the Trustee how the relevant voting
     rights are to be exercised at any meeting of members of the Company.

8.3  TRUSTEE TO FOLLOW DIRECTIONS

     The Trustee must exercise the voting rights attached to Participant's
     Shares in accordance with the instructions of a Participant given under
     paragraph 8.2

<PAGE>

     and received by the Trustee not less than 72 hours before the relevant
     meeting.

8.4  NO VOTING IF NO DIRECTION

     The Trustee must not exercise any voting rights attaching to any
     Participant Shares in respect of which it has not received instructions in
     accordance with this paragraph 8.

9    TAKEOVER OFFERS, REORGANISATIONS AND COMPULSORY ACQUISITION

9.1  TRUSTEE NOT TO ACCEPT

     The Trustee must not accept any offer made for any Performance Shares, and
     any purported acceptance by a Participant in respect of their Participant
     Shares is of no force or effect, unless:

     (a)  the Board makes a decision in accordance with paragraph 9.2 and a
          Participant issues a notice in accordance with paragraph 9.4; or

     (b)  the Board gives a direction in accordance with paragraph 9.5.

9.2  TAKEOVERS AND REORGANISATION: BOARD DETERMINATION

     If:

     (a)  a takeover bid is made for all or part of the Shares, the Board may
          declare that a Participant is permitted, if they wish, to direct the
          Trustee to accept the offer on the Participant's behalf in respect of
          all or part of the Participant's Shares on the terms, and in the
          circumstances, determined by the Board in its absolute discretion;

     (b)  a proposed Reorganisation is announced, the Board may:

          (i)  on the terms and in the circumstances determined by the Board in
               its absolute discretion, declare that a Participant is permitted,
               if they wish, to direct the Trustee to sell, on the Participant's
               behalf, the Participant's Shares by instructing a Market
               Participant; or

          (ii) make any other determination in relation to Participant's
               participation in the proposed Reorganisation as it sees fit
               including, but not limited to, the matters referred to in
               paragraph 9.3.

9.3  EXAMPLES OF BOARD DETERMINATION

     Without limiting the scope of the Board's determination under paragraph
     9.2, the Board may determine:

     (a)  the form of consideration to be received by the Trustee on behalf of
          the Participant for the Participant's Shares (for example, cash,
          shares, other securities or a combination of them);

<PAGE>

     (b)  the extent to which non-cash consideration received by the Trustee on
          behalf of the Participant for the Participant's Shares will be
          converted into cash in accordance with paragraphs 9.9 to 9.11;

     (c)  that any shares or other securities received by the Trustee on behalf
          of the Participant for the Participant's Shares are not to be
          transferred to the Participant, but rather:

          (i)  be treated in accordance with these rules as if they were
               Participant Shares; and

          (ii) be deemed, for the purposes of these rules, to have been credited
               to the Share Account of that Participant at date(s) as near as
               possible to the date(s) when the Participant's Shares, in respect
               of which the Participant directed the Trustee to accept the
               offer, were credited to that account.

9.4  PARTICIPANT'S DIRECTION IN WRITING

     A Participant, who wishes to direct the Trustee to accept an offer in
     respect of all or part of the Participant's Shares in accordance with the
     Board determination (if any), must do so by giving notice in writing to the
     Trustee on or before the day specified in the Board determination.

9.5  RESERVE ACCOUNT SHARES

     Where an offer is made for all or part of the Shares, the Board may direct
     the Trustee to accept that offer in respect of all or part of the
     Performance Shares standing to the credit of the Reserve Account, in which
     case the money or other consideration received by the Trustee for accepting
     the offer is to be credited to the Reserve Account and applied in
     accordance with paragraph 6.

9.6  COMPULSORY ACQUISITION: CONTINUED APPLICATION OF THESE RULES

     The Board may determine that any shares or other securities received by the
     Trustee in consideration for the compulsory acquisition of any
     Participant's Shares are not to be transferred to the Participant, but
     rather are to be dealt with in accordance with the Board's determination.
     Without limiting the scope of the Board's determination, the Board may
     determine that those shares or other securities are to be:

     (a)  treated in accordance with these rules as if they were Performance
          Shares; and

     (b)  deemed, for the purposes of these rules, to have been credited to the
          Share Account of the Participant at date(s) as near as possible to the
          date(s) when the Performance Shares, which were compulsorily acquired
          in consideration for those shares or securities, were credited to that
          account.

9.7  COMPULSORY ACQUISITION: RESERVE ACCOUNT SHARES

     If any Performance Shares standing to the credit of the Reserve Account are
     subject to compulsory acquisition under any law, the money or other
     consideration received by the Trustee in respect of that compulsory

<PAGE>

     acquisition is to be credited to the Reserve Account and applied in
     accordance with paragraph 6.

9.8  PROCEDURE TO CONVERT NON-CASH CONSIDERATION

     If the Trustee is required, by a Board determination, to convert non-cash
     consideration received on the sale of Participant Shares to cash the
     Trustee must apply the cash received on conversion:

     (a)  first, in payment of any stamp duty, tax (including brokerage or like
          costs and expenses) of the sale incurred by the Trustee on behalf of
          the Participant; and

     (b)  second, the balance (if any) in payment to the Participant.

     A Participant may agree with the Trustee to repay any debts owing or moneys
     payable to a Group Company, on their behalf from the proceeds of sale of
     the non-cash consideration.

9.9  CONVERSION OF NON-CASH CONSIDERATION: AUTHORISATION

     Each Participant irrevocably authorises the Trustee to take any action
     reasonably necessary to convert non-cash consideration received by the
     Trustee on behalf of the Participant for the Participant's Shares, (other
     than non-cash consideration which is not to be transferred in accordance
     with paragraph 9.3 and paragraph 9.6) to pay the cash received in
     accordance with paragraph 9.8.

9.10 CONVERSION OF NON-CASH CONSIDERATION

     Any direction to convert non-cash consideration to cash is a direction to
     sell that non-cash consideration at any time within 60 days of the date of
     the direction at the best price reasonably obtainable for that non-cash
     consideration in the market at the time of sale.

9.11 TRUSTEE MAY ACCUMULATE TRANSFERS

     If the Trustee is required to sell non-cash consideration under paragraph
     9.8, the Trustee may accumulate the non-cash consideration to be sold and
     deal with them all at or about the same time, provided that all outstanding
     sales and transfers are effected within 60 days of the direction.

9.12 UNCLAIMED MONEYS

     If the Trustee cannot, within 12 months from the date of sale of non-cash
     consideration under this paragraph 9, locate the Participant (at their last
     residential address, as notified by the Participant) to pay any balance of
     the proceeds of sale of the Participant's non-cash consideration in
     accordance with this paragraph 9, then the Trustee must transfer the
     proceeds to the Reserve Account.

<PAGE>

10   CHANGE OF TRUSTEE AND TRUSTEE POWERS

10.1 BOARD MAY APPOINT NEW TRUSTEE

     The Board may by resolution appoint a new Trustee from time to time.

10.2 CEASING TO BE TRUSTEE

     The Trustee ceases to be the Trustee:

     (a)  when the Board serves notice in writing to that effect on the Trustee;

     (b)  when the Trustee serves notice in writing to that effect on the Board;
          or

     (c)  when a provisional liquidator, receiver, administrator or receiver and
          manager of the Trustee is appointed to the Trustee or the Trustee goes
          into liquidation or an order or resolution is made for its winding up.

10.3 TRANSFER OF ASSETS

     On a change of Trustee, the retiring Trustee must promptly and
     expeditiously execute all transfers, deeds or other documents necessary to
     transfer all money and property held under the terms of these rules into
     the name of the new Trustee.

10.4 POWERS OF TRUSTEE

     Subject to rule 4.1 and without prejudice to the powers vested in the
     Trustee by these rules or otherwise, the Trustee has the following powers:

     (a)  to enter into and execute all contracts, deeds and documents and do
          all acts, matters or things which it may deem expedient for the
          purpose of giving effect to and carrying out the trusts, authorities,
          powers and discretions conferred on the Trustee by these rules;

     (b)  to subscribe for, purchase or otherwise acquire and to sell or
          otherwise dispose of property, rights or privileges which the Trustee
          is authorised by these rules to acquire or dispose of on terms and
          conditions it thinks fit;

     (c)  to appoint and at its discretion remove or suspend custodian trustees,
          managers, agents and servants, determine the powers and duties to be
          delegated to them and pay such remuneration to them as it may think
          fit;

     (d)  to institute, conduct, defend, compound, settle or abandon any legal
          proceedings concerning the affairs of the Performance Share Plan, and
          also to compound and allow time for payment or satisfaction of any
          debts due and any claim or demands by or against the Trustee
          concerning the Performance Share Plan;

     (e)  to open bank accounts and to retain on current or deposit account at
          any bank, those moneys as it considers proper and to make

<PAGE>

          regulations for the operation of those bank accounts, including the
          signing and endorsing of cheques;

     (f)  to subscribe for, purchase or otherwise acquire and hold Performance
          Shares and transfer them to persons in accordance with these rules;

     (g)  to receive distributions paid on Performance Shares and to apply those
          amounts in accordance with these rules;

     (h)  to sell Performance Shares and apply the proceeds of sale in
          accordance with these rules;

     (i)  to sell or take up any Rights and apply the proceeds of sale or
          resulting Shares or other securities in accordance with these rules;

     (j)  to take and act on the advice or opinion of any legal practitioner
          (whether in relation to the interpretation of these rules or any other
          document or statute or as to the administration of the Trust) or any
          other professional person, and whether obtained by the Trustee or not,
          without being liable in respect of any act done by it in accordance
          with that advice or opinion;

     (k)  to make rules or to adopt procedures not inconsistent with the
          provisions of these rules in relation to the calculation and rounding
          off of contributions, dividends, interest or other amounts, the
          determination of periods of time, and any other matters as are
          appropriate for the convenient administration of the Performance Share
          Plan;

     (l)  to pay from the funds of the Trust any Plan Expenses;

     (m)  generally to do all acts and things as the Trustee may consider
          necessary or expedient for the administration, maintenance and
          preservation of the Performance Share Plan and in performance of its
          obligations under these rules.

10.5 TRUSTEE MAY APPOINT DELEGATE

     The Trustee may from time to time delegate to any director of the Trustee,
     or other person appointed by the Trustee, the right and power on behalf of
     the Trustee to sign, draw, endorse, or otherwise execute, as the case may
     be, all or any:

     (a)  cheques, drafts and other negotiable or transferable instruments;

     (b)  receipts for money paid to the Trustee; and

     (c)  other documents connected with the due administration of the
          Performance Share Plan or with these rules.

10.6 TRANSFERS AND PAYMENTS

     No transfer, distribution or payment under these rules is to be made until
     the Trustee has ascertained that it may be made in accordance with the
     provisions of these rules.

<PAGE>

10.7 GOOD FAITH

     Any transfer, distribution or payment made in good faith to a person
     believed by the Trustee to be entitled to receive it is, for the purposes
     of these rules, deemed to be a transfer, distribution or payment (as the
     case may be) to the person entitled to receive it and is a valid discharge
     to the Trustee in respect of the transfer, distribution or payment.

10.8 TRUSTEE'S DISCRETIONS: GENERALLY

     The Trustee, or any director or other officer of the Trustee, may exercise
     or concur in exercising all powers and discretions conferred on the
     Trustee, director or officer (as the case may be), by law even though it or
     they may have a direct or other personal interest in the mode or result of
     exercising that power or discretion. The director or officer may
     nevertheless abstain from acting, except as a formal party, in any matter
     in which they may be personally interested.

10.9 TRUSTEE'S DISCRETION WHERE PARTICIPANT IMPAIRED

     If a Participant, or person who is entitled to any Performance Shares or
     other property or to payment of any amount under these rules, is under any
     legal, physical, mental or other disability of any kind and is, in the
     opinion of the Trustee, unable to properly and competently manage their
     financial affairs, the Trustee may transfer all or part of the relevant
     Performance Shares or other property, or make payment of all or part of the
     relevant amount (as the case may be), to any other person as the Trustee,
     in its sole discretion, sees fit, to be held for the benefit of the
     Participant or person otherwise entitled. The Trustee is not liable for or
     responsible for seeing to the subsequent application of the Performance
     Shares or other property transferred or amounts paid, and the receipt of
     the recipient, transferee or payee is a good discharge.

10.10 UNFETTERED POWERS AND DISCRETION

     The Trustee in the exercise of the powers and discretions vested in it by
     these rules has an absolute and uncontrolled discretion and may exercise or
     enforce all or any of those powers and discretions at any time and from
     time to time or may refrain from exercising all or any of them from time to
     time or at all.

10.11 EXTENSION OF TIME

     Without limiting paragraph 10.10, the Trustee has a discretion to extend
     the period within which a Participant must give a notice to the Trustee or
     exercise a right conferred on the Participant under these rules where, in
     all the circumstances, the Trustee considers that it would unfairly
     prejudice the Participant or their estate not to do so.

10.12 REMUNERATION OF TRUSTEE

     The Trustee is not entitled to receive from the Performance Share Plan any
     commission or other remuneration in respect of its office, but the Company
     may if it thinks fit pay to the Trustee any remuneration it thinks fit from
     its own resources.

<PAGE>

10.13 TRUSTEE NOT TO USE TRUST PROPERTY AS SECURITY

     The Trustee must not use any Participant Shares as security.

11   TRUSTEE'S WARRANTIES

11.1 TRUSTEE AUTHORISED

     If the Trustee is not a Group Company, the Trustee represents and warrants
     to the Company on the date of these rules and throughout the term of its
     appointment as trustee of the Trust that:

     (a)  it is duly incorporated and validly exists under the law of its place
          of incorporation;

     (b)  it has taken all necessary action to authorise the execution, delivery
          and performance of these rules in accordance with its terms;

     (c)  it has full power to enter into and perform its obligations under
          these rules and can do so without the approval or consent of any other
          person; and

     (d)  its obligations under these rules are valid and binding and are
          enforceable against it in accordance with its terms.

11.2 COMPLIANCE WITH LAW

     If the Trustee is not a Group Company, the Trustee represents and warrants
     to the Company on the date of these rules and throughout the term of its
     appointment as trustee of the Trust that the execution, delivery and
     performance by it of its obligations under these rules and any other
     document to be executed by it pursuant to or in connection with these rules
     complies with:

(a)  each law, and each regulation, authorisation, ruling, judgment, order or
     decree of any government agency which is binding on it;

(b)  its constitution; and

(c)  any other document which is binding on it, and will not result in a breach
     of, or give any third party a right to terminate or modify, any agreement,
     licence or other instrument or result in a breach of any order, judgment or
     decree of any court, government agency or regulatory body to which it is a
     party or by which it is bound.

11.3 SOLVENCY OF TRUSTEE

     If the Trustee is not a Group Company, the Trustee represents and warrants
     to the Company on the date of these rules and throughout the term of its
     appointment as trustee of the Trust that it is not insolvent, in
     liquidation or administration and no proceedings have been brought or
     threatened for the purpose of winding it up or placing it in
     administration. No petition or other process for winding-up has been
     presented or threatened against it and there are no circumstances
     justifying such a petition or other process. No writ of execution has
     issued against it and is outstanding. No receiver, receiver and

<PAGE>

     manager or other controller, administrator or similar official has been
     appointed over any part of its undertaking or assets and there are no
     circumstances (including execution of the trust deed constituting the
     Trust) justifying an appointment.

12   LICENCES OBTAINED

     If the Trustee is not a Group Company, the Trustee represents and warrants
     to the Company on the date of these rules and throughout the term of its
     appointment as trustee of the Trust that:

     (a)  it has all statutory licences, consents and authorisations required to
          execute, deliver and perform its obligations under these rules and any
          other documents to be executed by it pursuant to or in connection with
          these rules ("LICENCE");

     (b)  all conditions which apply to any such Licence have been (or will be)
          complied with in all material respects;

     (c)  no Licences have been breached by it or are likely to be suspended,
          cancelled, refused, materially altered, not renewed, or revoked; and

     (d)  in particular, it warrants that it will comply with its obligations
          under Part 7 of the Corporations Act with respect to its role as
          trustee of the Trust and its obligations under these rules.

13   TRUST PROPERTY AND INVESTMENTS

13.1 TRUST PROPERTY

     The Trust's property consists of:

     (a)  the settlement sum referred to in Trust Deed constituting the Trust;

     (b)  contributions made to the Trust under these rules;

     (c)  Performance Shares; and

     (d)  any other moneys or property received by the Trustee for the purposes
          of the Performance Share Plan, and the investments and property from
          time to time representing the above, together with all associated
          income, additions or accretions.

13.2 INVESTMENTS

     Any moneys that may be held by the Trustee, but which are not currently
     required for the purposes of the Performance Share Plan, may in the
     absolute discretion of the Trustee be placed on deposit with any bank,
     company or financial institution or invested in any one or more of the
     modes of investment authorised by law for the investment of trust funds or
     in any manner in which the Trustee could invest, if it were personally
     entitled to those moneys.

<PAGE>

13.3 CHARACTERISATION OF INCOME AND CAPITAL

     Before the end of each Year of Income, the Trustee may decide whether:

     (a)  any amount received or held by the Trustee under the Performance Share
          Plan is to be treated as being on income or capital account; and

     (b)  any actual or deemed capital gain arising in that Year of Income under
          the Tax Act is to be included as income of the Trust estate
          constituted by the Trust Deed.

     Unless the Trustee has made a decision under this paragraph 13.3, an item
     is taken into account in calculating the income of the Trust estate
     constituted by the Trust Deed if it would be taken into account in
     calculating the Net Income of the Trust.

     Where the income of the Trust estate constituted by the Trust Deed
     determined under this paragraph 13 includes the amount of a deemed capital
     gain arising from the appointment or distribution of part of the income or
     property of the Trust during a Year of Income in favour of a Participant,
     or a fund, the Trustee may decide that such amount has been distributed to
     that Participant or fund by virtue of that appointment or distribution.

     The Trustee may decide that any part of a payment or distribution made
     under the Performance Share Plan is to be from a particular class or source
     of income or property of the Performance Share Plan.

14   RECORDS AND ACCOUNTS

14.1 SEPARATE PARTICIPANT ACCOUNTS

     The Trustee must cause a Share Account to be opened and maintained in
     respect of each Participant in which the following are to be recorded:

     (a)  Performance Shares allocated to the Participant;

     (b)  Performance Shares transferred from the Share Account to the
          Participant;

     (c)  Performance Shares or amounts transferred from the Share Account to
          the Reserve Account; and

     (d)  any other credit or debit made to the Share Account for the purposes
          of, or in accordance with, these rules.

14.2 NOTIFICATION TO PARTICIPANT

     At least once each year, at a time the Trustee considers appropriate, the
     Trustee must notify each Participant of the number of their Participant
     Shares and any other information the Trustee considers appropriate.

14.3 RESERVE ACCOUNT TO BE OPENED AND MAINTAINED

     The Trustee must cause a Reserve Account to be opened and maintained, in
     which the following are to be recorded:

<PAGE>

     (a)  Performance Shares or amounts transferred between any Share Account
          and the Reserve Account;

     (b)  any dividends, Rights, bonus shares, interest or other earnings or
          other amounts credited to the Reserve Account under paragraph 6;

     (c)  any application of any amount standing to the credit of the Reserve
          Account in accordance with these rules;

     (d)  any sale or disposal of Performance Shares or other property standing
          to the credit of the Reserve Account in accordance with these rules;
          and

     (e)  any other credit or debit made to the Reserve Account for the purposes
          of these rules.

14.4 OTHER ACCOUNTS

     The Trustee must keep, or cause to be kept, any other accounts and records
     necessary for the operation of the Performance Share Plan and the Trust.

14.5 INSPECTION OF ACCOUNTS

     The books of account of the Trust must be maintained at the registered
     office of the Company and be available for inspection by Participants
     during normal business hours in Australia, or other times agreed between
     the Trustee and relevant Participants, free of charge, on prior written
     request.

14.6 AUDIT OF ACCOUNTS

     The Trustee must appoint an auditor of the Trust. The Trustee must cause
     the books of account to be audited annually by the Trust's auditor and must
     ensure that the auditor has access to all papers, accounts and documents
     concerned with or relating to the Trust.

15   OBLIGATIONS AND INDEMNITY OF THE TRUSTEE

15.1 TRUSTEE INDEMNITY

     Without derogating from the right of indemnity given by law to trustees,
     the Company agrees to indemnify and continue to indemnify the Trustee:

     (a)  in respect of all liabilities, costs and expenses incurred by the
          Trustee in the execution or purported execution of the Trust or any of
          the powers, authorities or discretions vested in the Trustee; and

     (b)  from and against all actions, proceedings, costs, claims and demands
          in respect of any matter or thing done or omitted to be done,

     (c)  other than a liability or claim arising out of the Trustee's
          negligence, dishonesty, fraud or the Trustee wilfully or knowingly
          being a party to (if internal) a breach of trust.

<PAGE>

15.2 NO TRUSTEE LIABILITY

     The Trustee is not under any liability whatsoever to any Group Company
     except in the event of:

     (a)  the Trustee's negligence, dishonesty, fraud or wilful breach of trust;
          or

     (b)  the negligence, dishonesty, fraud or wilful breach of trust of any of
          the Trustee's employees or agents.

15.3 PARTICIPANT NOT LIABLE

     Nothing in paragraph 15 enables the Trustee to recover any liabilities,
     costs and expenses from any Participant.

15.4 NO RIGHT AGAINST PARTICIPANT

     Except as expressly provided in these rules, the Trustee has no right of
     indemnity against a Participant personally.

16   TERMINATION

16.1 TERMINATION OF THE TRUST

     The Trust terminates and is to be wound up (as provided below) on the
     occurrence of any of the following events:

     (a)  if the Plan is terminated under rule 6;

     (b)  if the Board determines that the Trust is to be wound up; or

     (c)  should the Trust be at any time subject to the rule of law against
          perpetuity, on the later of:

          (i)  the date on which the Trust becomes subject to the rule of law
               against perpetuity; and

          (ii) the 80th anniversary of the date of these rules.

16.2 TERMINATION: SALE AND APPLICATION OF PROCEEDS

     On the Plan and the Trust terminating in accordance with paragraph 16.1(a),
     the Trustee must either, in its absolute discretion, transfer the
     Participant Shares to the Participant of the Performance Share Plan or sell
     the Participant Shares. If the Participant Shares are sold, the Trust must
     apply the proceeds received in the manner set out in paragraph 4.14.

16.3 APPLICATION OF RESIDUAL AMOUNT

     If, after selling Performance Shares and applying the proceeds in
     accordance with paragraph 16.2, any Performance Shares or other assets of
     the Performance Share Plan remain, they and the proceeds of their sale must
     be firstly applied in meeting any Plan Expenses and the costs and
     liabilities of

<PAGE>

     winding up the Performance Share Plan, and then be applied by the Trustee
     to or for the benefit of:

     (a)  any other employee share plan or employee incentive plan or scheme for
          the benefit of employees of the Group; or

     (b)  any superannuation or similar fund for the benefit of employees of the
          Group,

     as the Trustee in its absolute discretion determines and, if applied to two
     or more plans or schemes, in the proportions as the Trustee in its absolute
     discretion determines.

16.4 COMPANY'S OBLIGATION FOR ANY SHORTFALL

     To the extent that the Performance Shares or other assets or the proceeds
     of their sale are not sufficient to meet all Plan Expenses and the costs
     and liabilities of winding up the Performance Share Plan, they are to be
     met by the Company.

<PAGE>

Schedule 4 - Award

1    INVITATION TO APPLY FOR AN AWARD

     An Invitation to an Executive to apply for an Award may be made on such
     terms and conditions as the Board decides from time to time, including as
     to:

     (a)  the Prescribed Qualification Date or how it is calculated;

     (b)  the Determination Date;

     (c)  the number of Shares or CUFS on which the Payout will be calculated;

     (d)  any Payout Vesting Conditions;

     (e)  any Payout Qualification Conditions;

     (f)  any Supplementary Conditions; and

     (g)  the Payout Date.

2    GRANT OF AWARDS

2.1  COMPANY TO GRANT AWARDS

     On receipt of an application for Awards, the Company at the discretion of
     the Board may grant Awards to the Executive specified in the Invitation,
     subject to the Terms and Conditions of Award.

2.2  NOTIFICATION TO PARTICIPANT

     Following the grant of an Award a Participant under paragraph 2.1, the
     Company will notify the Participant in writing:

     (a)  the Prescribed Qualification Date or how it is calculated;

     (b)  the Determination Date;

     (c)  the number of Shares or CUFS on which the Payout will be calculated;

     (d)  the Payout Date; and

     (e)  other terms and conditions (if any) as determined by the Board.

<PAGE>

2.3  RESTRICTIONS ON DEALING WITH AWARDS

     A Participant may not sell, assign, transfer or otherwise deal with, or
     grant a Security Interest over, an Award granted to the Participant. The
     Award lapses immediately on purported sale, assignment, transfer, dealing
     or grant of Security Interest, unless the Board in its absolute discretion
     approves the dealing or the transfer or transmission is effected by force
     of law on death or legal incapacity to the Participant's legal personal
     representative.

3    PAYMENT OF PAYOUTS

3.1  PAYOUT VESTING CONDITIONS AND PAYOUT QUALIFICATION CONDITIONS

     Subject to paragraph 4, if a Participant's Award is subject to Payout
     Vesting Conditions and/or Payout Qualification Conditions, the Participant
     will not qualify for payment of the Payout unless all Payout Vesting
     Conditions and Payout Qualification Conditions are satisfied (and in any
     situation referred to in paragraph 3.3(b)(i), is satisfied at the time of
     death or other cessation of employment), and then only to the extent
     permitted by the Payout Qualification Condition.

3.2  TIMING OF PAYMENT

     The Company will pay the Payout to the Participant on or before the Payout
     Date.

3.3  QUALIFICATION DATE

     A Participant will qualify for a Payout only on:

     (a)  the Prescribed Qualification Date for the Payout; or

     (b)  any earlier date on which the Participant qualifies for the Payout:

          (i)  under this paragraph 3 dealing with the Participant's death or
               otherwise ceasing to be employed by a Group Company, and with
               situations where the employer ceases to be a Group Company or the
               business in which the Participant is employed is transferred; or

          (ii) under paragraph 4 dealing with takeover bids, change of control,
               court orders, Reorganisations and winding up.

3.4  AWARD WILL LAPSE EARLIER ON DEATH OR CESSATION OF EMPLOYMENT

     A Participant's Award lapses on the latest of:

     (a)  the expiry of 24 months after the Participant's death, if death occurs
          before the Award lapses under paragraph (b) or (c);

     (b)  the expiry of 24 months after the Participant ceases to be employed by
          a Group Company by reason of Retirement or permanent disability; and

<PAGE>

     (c)  the expiry of 3 months after the Participant ceases to be employed by
          a Group Company for any other reason,

     provided that if the Board issues a notice under paragraph 3.5 or 3.6
     advising the Participant that a Vested Award has lapsed, the Award is
     deemed to have lapsed on the date of death or cessation of employment (as
     the case may be) and the Company has no obligation to make a Payout in
     respect of the Vested Award.

3.5  QUALIFICATION FOR A PAYOUT ON PARTICIPANT'S DEATH

     If a Participant dies before qualifying for a Payout, at a time when the
     individual:

     (a)  is still an employee of a Group Company; or

     (b)  having ceased to be employed by a Group Company, falls within the
          terms of paragraph 3.6,

     then (subject to the other provisions of this paragraph 3), the Participant
     will:

     (c)  qualify to receive a Payout in respect of a Vested Award on the date
          of death except a Vested Award is deemed to have lapsed on the date of
          death where the Board reasonably determines and provides notice to the
          Participant in writing that the Vested Award has lapsed and the
          Company has no obligation to make a Payout in respect of the Vested
          Award; or

     (d)  if permitted by the Board in writing, qualify to receive a Payout in
          respect of an Award that is not a Vested Award on the date of death.

3.6  QUALIFICATION FOR A PAYOUT ON CEASING TO BE EMPLOYED BY A GROUP COMPANY

     If, before qualifying for a Payout, a Participant ceases to be employed by
     a Group Company (other than by reason of his or her death), then (subject
     to the other provisions of this paragraph 3):

     (a)  if the employment ceases by reason of Retirement, Redundancy,
          Separation or otherwise for termination by the relevant Group Company
          other than in circumstances set out in paragraph 3.9 the Participant
          will:

          (i)  qualify to receive a Payout in respect of a Vested Award on the
               date of cessation of employment, except a Vested Award is deemed
               to have lapsed on the date of cessation of employment where the
               Board reasonably determines and provides notice to the
               Participant in writing that the Vested Award has lapsed and the
               Company has no obligation to make a Payout in respect of the
               Vested Award; or

          (ii) if permitted by the Board in writing, qualify to receive a Payout
               in respect of an Award that is not a Vested Award on the date of
               cessation of employment; or

<PAGE>

     (b)  if the employment ceases for a reason other than Retirement,
          Redundancy, Separation or otherwise for termination by the relevant
          Group Company other than in circumstances set out in paragraph 3.9 the
          Participant is qualified to receive a Payout on the date of cessation,
          only if permitted by the Board in writing.

3.7  INDIVIDUAL NOT TREATED AS CEASING TO BE AN EMPLOYEE

     For the purposes of this paragraph 3, a Participant:

     (a)  is not treated as ceasing to be an employee of a Group Company unless
          and until the individual is no longer an employee of any Group
          Company, whether or not in the same capacity as at the time the Award
          was granted; and

     (b)  subject to paragraph 3.8, is not treated as ceasing to be an employee
          of a Group Company if the individual is no longer an employee of any
          Group Company because:

          (i)  the individual's employer ceases to be a Group Company, whether
               or not, after the cessation, the individual remains an employee
               of that employer; or

          (ii) the individual is an employee of a business that is transferred
               to a person that is not a Group Company.

3.8  AWARD LAPSES IF EMPLOYER CEASES TO BE A GROUP COMPANY OR ON CHANGE IN
     OWNERSHIP OF BUSINESS

     If a Participant is no longer an employee of a Group Company because of
     circumstances set out in paragraph 3.7(b)(i) or (ii), then the Awards lapse
     upon this occurring except where otherwise determined by the Board in
     writing, in which case the Participant's Awards lapse on the latest of:

     (a)  the expiration of 24 months after the date of the cessation or
          transfer (as the case may be); and

     (b)  if the Participant dies before the Award lapses under paragraph (a),
          the expiration of 24 months after the individual's death.

3.9  AWARD MAY LAPSE IN THE CASE OF FRAUD OR DISHONESTY

     If, in the opinion of the Board, a Participant:

     (a)  has committed (or it is evident the Participant intends to commit),
          any act (whether by omission or commission) which amounts or would
          amount to any of dishonesty, fraud, wilful misconduct, wilful breach
          of duty, serious and wilful negligence or incompetence in the
          performance of the Participant's duties; or

     (b)  is convicted of a criminal offence (other than a minor motor traffic
          offence or other trivial offence which does not impact on the
          Participant's good fame and character or ability to perform his/her
          duties) or is guilty of any other wilful or recklessly indifferent
          conduct which, in the reasonable opinion of the Board, may injure or

<PAGE>

          tend to injure the reputation and/or the business or operations of a
          Group Company,

     the Board may declare that any Award has lapsed, and the Award lapses
     accordingly.

3.10 NOT QUALIFY FOR A PAYOUT ON BANKRUPTCY

     It is a condition precedent to qualification for a Payout that if the
     Participant is an individual, the Participant is not bankrupt and has not
     committed an act of bankruptcy or, if the Participant is deceased, the
     Participant's estate is not bankrupt or if the Participant is not an
     individual, the Participant is not insolvent or subject to a resolution or
     order for winding up.

3.11 CEASING TO BE AN EXECUTIVE

     Where a Participant qualifies for a Payout under this paragraph 3 (other
     than paragraph 3.3(a)) and paragraph 4, the Board may in its discretion
     adjust the amount of the Payout pro rata based on the proportion which the
     period from the date the Board accepts the Participant's application to
     participate in the Plan ("ACCEPTANCE DATE") to the date the Participant
     ceases to be an Executive bears to the period from the Acceptance Date to
     the Prescribed Qualification Date.

3.12 NOTICE

     The Company will notify Participants of any adjustment that will be made to
     a Payout within a reasonable time of the event which gave rise to the
     adjustment under paragraph 3.11 occurring.

3.13 DISCRETION TO DETERMINE THAT AWARD WILL NOT LAPSE

     Notwithstanding any other paragraph in this Schedule 4, if a Participant
     ceases employment with the Company for any reason, or gives notice of their
     intention to cease employment with the Company before the Payout of an
     Award, the Board may in its absolute discretion (on any conditions which it
     thinks fit) decide that some or all of the Award does not lapse, but lapses
     at the time and subject to the conditions it may specify by notice to the
     Participant, which may include one or more of the following:

     (a)  that the period to which any Payout Vesting Condition and / or any
          Payout Qualification Condition relates is reduced to a period shorter
          than that which would otherwise apply;

     (b)  that the Payout Vesting Criteria applicable to an Award be waived; and

     (c)  that an Award which vests in accordance with the terms and conditions
          specified in the notice may be exercised within the period specified
          in paragraph 3.4 or any shorter period specified in the notice.

<PAGE>

4    TAKEOVER, REORGANISATION AND WINDING-UP

4.1  TAKEOVER BID

     If a takeover bid is made to acquire any Shares, at any time any offers
     under a takeover bid remain open for acceptance, the Board may give written
     notice of the bid to each Participant, stating that the Participant has
     qualified to receive a Payout on such date specified in the notice.

4.2  APPLICATION TO THE COURT

     If the Board determines that an application is to be made to the court
     under for a meeting to be held as described in paragraph 4.4, the Board may
     give written notice of the application to each Participant, stating that
     the Participant has qualified to receive a Payout on such date specified in
     the notice.

4.3  CHANGE OF CONTROL

     If, pursuant to a takeover bid or otherwise, any person together with their
     associates acquire Shares, which when aggregated with Shares already
     acquired by such person and their associates, comprise more than 30% of the
     issued Shares of the Company, the Board may give written notice to each
     Participant stating that the Participant has qualified to receive a Payout
     on such date specified in the notice.

4.4  MEETING TO CONSIDER A REORGANISATION

     If, pursuant to the Articles of Association, Applicable Regulations or
     otherwise, the Board determines to convene a General Meeting or other
     meeting of holders of the Company's securities or a meeting of the
     Company's creditors, or a court orders a meeting, to be held in relation to
     a proposed Reorganisation, the Board may give written notice to each
     Participant stating that the Participant has qualified to receive a Payout
     on such date specified in the notice.

4.5  COMPULSORY ACQUISITION, REORGANISATION OR WINDING UP

     If:

     (a)  a person becomes bound or entitled to compulsorily acquire Shares in
          the Company under the Articles of Association or Applicable
          Regulations;

     (b)  a Reorganisation is sanctioned by one or more of the following under
          the Articles of Association, Applicable Regulations or otherwise:

          (i)  a court;

          (ii) a General Meeting or other meeting of holders of the Company's
               securities; or

     (c)  a meeting of the Company's creditors; or

<PAGE>

     (d)  the Company passes a resolution for voluntary winding up or an order
          is made for the compulsory winding up of the Company,

     then the Board may give written notice to each Participant stating that the
     Participant has qualified to receive a Payout on such date specified in the
     notice.

5    ADJUSTMENTS

     The Company may, as reasonably determined by the Board, adjust the Payout
     if any of the following occurs which affects the number of Shares on issue:

     (a)  a bonus issue of Shares (including an issue by way of a dividend); or

     (b)  a capital reconstruction of the issued capital of the Company
          including by a consolidation or sub-division.

6    TAXES

     Payouts shall be reduced by any taxes that are required to be withheld from
     such payments.

7    NO INTEREST IN UNITS OR SHARES

     For the avoidance of doubt, nothing in this schedule confers or is intended
     to confer on a Participant any interest in a unit, share or other security
     in the Group or any right to acquire a share or other security in the Group
     or any other body corporate or entity or any right or benefit generally
     accorded to holders of Shares or CUFS.

<PAGE>

Schedule 5 - Provisions applicable only to U.S. Executives

1    GENERAL

     (a)  Notwithstanding any provision of the Plan (including any Schedules
          thereto) or any Invitation to the contrary, the terms and conditions
          specified in this Schedule 5 shall apply to all Invitations for
          Options, Performance Rights, Performance Shares and/or Awards granted
          to each Participant who is a U.S. Executive at the time of the grant.

     (b)  The provisions of this Schedule 5 incorporate the provisions of
          Schedules 1, 2, 3 and 4 except that, in the event of any conflict
          between a term and/or condition of the Plan (or any Invitation) and
          this Schedule 5, the provisions of this Schedule 5 shall prevail to
          the extent of the conflict.

2    OPTIONS

2.1  ADDITIONAL TERMS AND CONDITIONS

     The Board is authorized to grant Options to any U.S. Executive in
     accordance with Schedule 1 and including the following terms and
     conditions:

     (a)  EXERCISE PRICE. The Exercise Price payable under an Option shall be
          determined by the Board, provided that such Exercise Price shall not
          be less than 100% of the Fair Market Value of a Share on the Grant
          Date of the Option. If the U.S. Executive owns or is deemed to own (by
          reason of the attribution rules applicable under Section 424(d) of the
          U.S. Revenue Code) more than 10% of the combined voting power of all
          classes of stock of the Company (or any parent corporation or
          subsidiary corporation of the Company, as those terms are defined in
          Sections 424(e) and (f) of the U.S. Revenue Code, respectively) and an
          Incentive Stock Option is granted to such U.S. Executive, the Exercise
          Price of such Incentive Stock Option (to the extent required by the
          U.S. Revenue Code at the time of grant) shall be no less than 110% of
          the Fair Market Value a Share on the Grant Date.

     (b)  INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Option
          granted under the Plan shall comply in all respects with the
          provisions of Section 422 of the U.S. Revenue Code. Notwithstanding
          anything in the Plan to the contrary, no term of the Plan relating to
          Incentive Stock Options shall be interpreted, amended or altered, nor
          shall any discretion or authority granted under the Plan be exercised,
          so as to disqualify either the Plan or any Incentive Stock Option
          under Section 422 of the U.S. Revenue Code, unless the Executive has
          first requested, or consents to, the change that will result in such

<PAGE>

          disqualification. Thus, if and to the extent required to comply with
          Section 422 of the U.S. Revenue Code, Options granted as Incentive
          Stock Options shall be subject to the following special terms and
          conditions:

          (i)  Incentive Stock Options shall only be granted to a U.S. Executive
               of the Company who, on the Grant Date, is an employee of a Group
               Company.

          (ii) The Invitation shall specify that no disposition of the Shares
               acquired upon exercise of the Incentive Stock Option by the U.S.
               Executive shall be allowed within one year from the Prescribed
               Exercise Date and two years from the Grant Date.

          (iii) The Incentive Stock Option shall not be granted within 10 years
               from the Effective Date of the Plan, or the date the Plan is
               approved by the shareholders, whichever is earlier.

          (iv) The Incentive Stock Option shall not be exercisable more than ten
               years after the date such Incentive Stock Option is granted;
               provided, however, that if an U.S. Executive owns or is deemed to
               own (by reason of the attribution rules of Section 424(d) of the
               U.S. Revenue Code) more than 10% of the combined voting power of
               all classes of stock of the Company (or any parent corporation or
               subsidiary corporation of the Company, as those terms are defined
               in Sections 424(e) and (f) of the U.S. Revenue Code,
               respectively) and the Incentive Stock Option is granted to such
               U.S. Executive, the term of the Incentive Stock Option shall be
               (to the extent required by the U.S. Revenue Code at the time of
               the grant) for no more than five years from the date of grant.

          (v)  The aggregate Fair Market Value (determined as of the Grant Date
               of the Incentive Stock Option) of the Shares with respect to
               which Incentive Stock Options granted under the Plan and all
               other option plans of the Company (and any parent corporation or
               subsidiary corporation of the Company, as those terms are defined
               in Sections 424(e) and (f) of the U.S. Revenue Code,
               respectively) that become exercisable for the first time by the
               U.S. Executive during any calendar year shall not (to the extent
               required by the U.S. Revenue Code at the time of the grant)
               exceed US$100,000.

          (vi) An Incentive Stock Option shall not be transferable by such U.S.
               Executive otherwise than by will or the laws of descent and
               distribution, and is exercisable, during the U.S. Executive's
               lifetime, only by such U.S. Executive.

          (vii) An Incentive Stock Option shall not be exercisable more than
               three months after the U.S. Executive ceases to be employed by a
               Group Company. However, if such cessation is on account of the
               U.S. Executive's disability (within the

<PAGE>

               meaning of Section 22 of the U.S. Revenue Code), the three months
               shall be extended to 12 months.

2.2  ADJUSTMENTS

     Notwithstanding anything to the contrary, the Board shall not make any
     adjustments to Options under Section 7.2 of Schedule 2 that would cause any
     adverse tax treatment to any Participant under Section 409A of the U.S.
     Revenue Code or that would be in contravention of any U.S. securities laws
     or any rules and regulations under the New York Stock Exchange or any
     exchange on which the Shares of the Company are listed.

3    PERFORMANCE RIGHTS

3.1  ADDITIONAL TERMS AND CONDITIONS

     The Board is authorized to grant Performance Rights to any U.S. Executive
     (which shall be treated as a grant of restricted stock to such U.S.
     Executive and governed by Section 83 of the U.S. Revenue Code) in
     accordance with Schedule 2 and including the following terms and
     conditions:

     (a)  GRANT AND RESTRICTIONS. Performance Rights shall be subject to such
          restrictions on transferability, risk of forfeiture and other
          restrictions, if any, as the Board may impose, or as otherwise
          provided in this Plan, covering a period of time specified by the
          Board (the "Restriction Period"). The terms of any Invitation to apply
          for Performance Rights granted under the Plan shall contain provisions
          determined by the Board and not inconsistent with the Plan. The
          restrictions may lapse separately or in combination at such times,
          under such circumstances (including based on achievement of
          performance goals and/or future service requirements), in such
          installments or otherwise, as the Board may determine at the date of
          grant or thereafter. Except to the extent restricted under the terms
          of the Plan and any Invitation relating to Performance Rights, an U.S.
          Executive granted Performance Rights shall have all of the rights of a
          shareholder, including the right to vote the Shares underlying the
          Performance Rights and the right to receive dividends thereon (subject
          to any mandatory reinvestment or other requirement imposed by the
          Board). During the Restriction Period, the Performance Rights may not
          be sold, transferred, pledged, hypothecated, margined or otherwise
          encumbered by the U.S. Executive.

     (b)  CERTIFICATES FOR STOCK. Performance Rights granted under the Plan may
          be evidenced in such manner as the Board shall determine. If
          certificates representing Performance Rights are registered in the
          name of the U.S. Executive, the Board may require that such
          certificates bear an appropriate legend referring to the terms,
          conditions and restrictions applicable to such Performance Rights,
          that the Company retain physical possession of the certificates, and
          that the U.S. Executive deliver a stock power to the Company, endorsed
          in blank, relating to the Performance Rights.

<PAGE>

     (c)  DIVIDENDS AND SPLITS. As a condition to the Invitation to apply for
          Performance Rights, the Board may require or permit an U.S. Executive
          to elect that any cash dividends paid on a Share underlying such
          Performance Rights be automatically reinvested in additional
          Performance Rights or applied to the purchase of additional
          Performance Rights under the Plan. Unless otherwise determined by the
          Board, Shares distributed in connection with a stock split or stock
          dividend, and other property distributed as a dividend, shall be
          subject to restrictions and a risk of forfeiture to the same extent as
          the Performance Rights with respect to which such Shares or other
          property have been distributed.

4    PERFORMANCE SHARES

4.1  TERMS AND CONDITIONS

     The Board is authorized to grant Performance Shares to any U.S. Executive.
     Any Performance Shares granted to a U.S. Executive shall be governed by the
     following provisions and those terms and conditions in Schedule 3 shall not
     be applicable to such grant (and, for the avoidance of doubt, any
     Performance Shares granted under this Schedule 5 shall not be held by the
     Trustee under the Trust established in relation to the Performance Share
     Plan):

     (a)  GRANTS AND RESTRICTIONS. The Board is authorized to grant Performance
          Shares to any U.S. Executive payable in cash, Shares, or other
          Performance Shares, on terms and conditions established by the Board,
          if and to the extent that the Board shall, in its sole discretion,
          determine that such Performance Shares shall be subject to those
          provisions. The performance criteria to be achieved during any
          Performance Period and the length of the Performance Period shall be
          determined by the Board upon the grant of each Performance Share.
          Except as may be provided in an Invitation for Performance Shares,
          Performance Shares will be distributed only after the end of the
          relevant Performance Period. The performance goals to be achieved for
          each Performance Period shall be conclusively determined by the Board
          and may be based upon the criteria set forth in paragraph 6.1(f) of
          this Schedule, or in the case of Performance Shares that the Board
          determines shall not be subject to paragraph 6.1(f) of this Schedule,
          any other criteria that the Board, in its sole discretion, shall
          determine should be used for that purpose. The number of Performance
          Shares to be distributed shall be conclusively determined by the
          Board. Performance Shares may be paid in Shares or in a lump sum or in
          installments following the close of the Performance Period or, in
          accordance with procedures established by the Board, on a deferred
          basis.

     (b)  OTHER TERMS AND CONDITIONS. Unless otherwise determined by the Board
          on the Grant Date and in the Invitation, all other terms and
          conditions of Performance Shares granted to U.S. Executives shall be
          governed under Schedule 2, provided that "Performance Share" shall
          replace "Performance Right" in each such place that it appears in such
          Schedule 2.

<PAGE>

5    AWARDS

5.1  ADDITIONAL TERMS AND CONDITIONS

     The Board is authorized to grant Awards to any U.S. Executive in accordance
     with Schedule 4 and including the following terms and conditions:

     (a)  COMPLIANCE WITH SECTION 409A. Grants of Awards under the Plan are
          intended to be exempt from the requirements of Section 409A by reason
          of the benefits hereunder constituting short-term deferrals within the
          meaning of applicable guidance issued under Section 409A, and to the
          extent administratively practicable, the Plan shall be construed in a
          manner consistent with the requirements for such exemption. If and to
          the extent that the grant of Awards under the Plan are not deemed to
          qualify for the short-term deferral exception, then the Plan and any
          Invitations for Awards granted pursuant to the Plan shall be construed
          in a manner consistent with the requirements of Section 409A, and the
          Committee may amend the Plan and/or any such Invitations to the extent
          necessary or appropriate to comply with those requirements, without
          obtaining shareholder or Participant approval.

6    CERTAIN PROVISIONS APPLICABLE TO OPTIONS, PERFORMANCE RIGHTS, PERFORMANCE
     SHARES AND AWARDS

     Each Option, Performance Right, Performance Share and Award granted to a
     U.S. Executive shall be subject to the following additional provisions:

     (a)  TERM. The term of each Option, Performance Right, Performance Share
          and Award shall be for such period as may be determined by the Board;
          provided that in no event shall the term exceed a period of ten years
          (or in the case of an Incentive Stock Option such shorter term as may
          be required under Section 422 of the U.S. Revenue Code).

     (b)  TIME AND METHOD OF EXERCISE. The Board shall determine the time or
          times at which or the circumstances under which an Option, Performance
          Right, or Performance Shares may be withdrawn and/or Award may be
          exercised in whole or in part (including based on achievement of
          performance goals and/or future service requirements), the time or
          times at which such Option, Performance Right, Performance Share
          and/or Award shall cease to be or become exercisable or withdrawn (as
          the case may be) following a Participant ceasing to be employed by a
          Group Company or upon other conditions, the methods by which the
          exercise price may be paid or deemed to be paid (including in the
          discretion of the Board a cashless exercise procedure), the form of
          such payment, including, without limitation, cash, Shares (including
          without limitation the withholding of Shares otherwise deliverable
          pursuant to the Option, Performance Right, Performance Share and/or
          Award), other Options, Performance Rights, Performance Shares and/or
          Awards granted under other plans of the Company or a Group Company, or
          other property (including

<PAGE>

          notes or other contractual obligations of Participants to make payment
          on a deferred basis provided that such deferred payments are not in
          violation of the Sarbanes-Oxley Act of 2002, or any rule or regulation
          adopted thereunder or any other applicable law), and the methods by or
          forms in which Shares will be delivered or deemed to be delivered to
          Participants.

     (c)  FORM AND TIMING OF PAYMENT. Subject to the terms of the Plan and any
          applicable Invitation, payments to be made by the Company upon the
          exercise or settlement of an Option, Performance Right, Performance
          Share and Award may be made in such forms as the Board shall
          determine, including, without limitation, cash, Shares, other
          Invitations or other property, and may be made in a single payment or
          transfer, in installments, or on a deferred basis. Any installment or
          deferral provided for in the preceding sentence shall, however, be
          subject to the Company's compliance with the provisions of the
          Sarbanes-Oxley Act of 2002, the rules and regulations adopted by the
          Securities and Exchange Commission thereunder, and all applicable
          rules of the New York Stock Exchange or any national securities
          exchange on which the Company's securities are listed for trading and,
          if not listed for trading on either the New York Stock Exchange or a
          national securities exchange, then the rules of the Nasdaq Stock
          Market. The settlement of any Option, Performance Right, Performance
          Share and Award may be accelerated, and cash paid in lieu of Shares in
          connection with such settlement, in the discretion of the Board or
          upon occurrence of one or more specified events (in addition to a
          Change in Control). Installment or deferred payments may be required
          by the Board or permitted at the election of the Executive on terms
          and conditions established by the Board. Payments may include, without
          limitation, provisions for the payment or crediting of a reasonable
          interest rate on installment or deferred payments or the grant or
          crediting of Dividend Equivalents or other amounts in respect of
          installment or deferred payments denominated in Shares.

     (d)  EXEMPTIONS FROM SECTION 16(B) LIABILITY. It is the intent of the
          Company that the grant of any Options, Performance Rights, Performance
          Shares and Awards to (and/or any other transactions pursuant to the
          Plan with) an Executive who is subject to Section 16 of the U.S.
          Exchange Act, shall be exempt from Section 16 pursuant to an
          applicable exemption (except for transactions acknowledged in writing
          to be non-exempt by such Executive). Accordingly, if any provision of
          this Plan or any Invitation does not comply with the requirements of
          Rule 16b-3 then applicable to any such transaction, such provision
          shall be construed or deemed amended to the extent necessary to
          conform to the applicable requirements of Rule 16b-3 so that such
          Executive shall avoid liability under Section 16(b).

     (e)  U.S. REVENUE CODE SECTION 409A. If and to the extent that the Board
          believes that the Plan and/or any Invitations for Options, Performance
          Rights, Performance Shares and Awards may constitute a "nonqualified
          deferred compensation plan" under Section 409A of the U.S. Revenue
          Code, the terms and conditions set forth in the Award Agreement for
          that Award shall be drafted in a manner that is

<PAGE>

          intended to comply with, and those provisions (and /or the provisions
          of the Plan applicable thereto) shall be interpreted in a manner
          consistent with, the applicable requirements of Section 409A of the
          U.S. Revenue Code, and the Board, in its sole discretion and without
          the consent of any U.S. Executive, may amend any Award Agreement (and
          the provisions of the Plan applicable thereto) if and to the extent
          that the Board determines necessary or appropriate to comply with the
          applicable requirements of Section 409A of the U.S. Revenue Code.

     (f)  U.S. REVENUE CODE SECTION 162(M) PROVISIONS.

          (i)  Covered Employees. The Committee, in its discretion, may
               determine at the time an Option, Performance Right, Performance
               Share or Award is granted to an Executive who is, or is likely to
               be, as of the end of the tax year in which the Company would
               claim a tax deduction in connection with such Option, Performance
               Right, Performance Share or Award, a "Covered Employee," that the
               provisions of this Section 6.1(e) shall be applicable to such
               Option, Performance Right, Performance Share or Award.

          (ii) Performance Criteria. If an Option, Performance Right,
               Performance Share or Award is subject to this Section 6.1(e),
               then the lapsing of restrictions thereon and the distribution of
               cash, Shares or other property pursuant thereto, as applicable,
               shall be contingent upon achievement of one or more objective
               performance goals. Performance goals shall be objective and shall
               otherwise meet the requirements of Section 162(m) of the U.S.
               Revenue Code and regulations thereunder including the requirement
               that the level or levels of performance targeted by the Committee
               result in the achievement of performance goals being
               "substantially uncertain." One or more of the following business
               criteria for the Company, on a consolidated basis, or for
               business or geographical units of the Company (except with
               respect to the total shareholder return and earnings per share
               criteria), shall be used by the Committee in establishing
               performance goals for such Options, Performance Rights,
               Performance Shares and Awards: (1) earnings per share; (2)
               revenues or margins; (3) cash flow; (4) operating margin; (5)
               return on net assets, investment, capital, or equity; (6)
               economic value added; (7) direct contribution; (8) net income;
               pretax earnings; earnings before interest and taxes; earnings
               before interest, taxes, depreciation and amortization; earnings
               after interest expense and before extraordinary or special items;
               operating income; income before interest income or expense,
               unusual items and income taxes, local, state or federal and
               excluding budgeted and actual bonuses which might be paid under
               any ongoing bonus plans of the Company; (9) working capital; (10)
               management of fixed costs or variable costs; (11) identification
               or consummation of investment opportunities or completion of
               specified projects in accordance with corporate business plans,
               including strategic mergers, acquisitions or divestitures; (12)
               total shareholder

<PAGE>

               return; (13) debt reduction; (14) market share; (15) entry into
               new markets, either geographically or by business unit; (16)
               customer retention and satisfaction; (17) strategic plan
               development and implementation, including turnaround plans; (18)
               and/or the Fair Market Value of a Share. Any of the above goals
               may be determined on an absolute or relative basis or as compared
               to the performance of a published or special index deemed
               applicable by the Committee including, but not limited to, the
               Standard & Poor's 500 Stock Index or a group of companies that
               are comparable to the Company. The Committee shall exclude the
               impact of an event or occurrence which the Committee determines
               should appropriately be excluded, including without limitation
               (i) restructurings, discontinued operations, extraordinary items,
               and other unusual or non-recurring charges, (ii) an event either
               not directly related to the operations of the Company or not
               within the reasonable control of the Company's management, or
               (iii) a change in accounting standards required by generally
               accepted accounting principles.

          (iii) Performance Period; Timing For Establishing Performance Goals.
               Achievement of performance goals in respect of Performance Awards
               shall be measured over a Performance Period no shorter than 12
               months and no longer than five years, as specified by the
               Committee. Performance goals shall be established not later than
               90 days after the beginning of any Performance Period applicable
               to such Performance Awards, or at such other date as may be
               required or permitted for "performance-based compensation" under
               U.S. Revenue Code Section 162(m).

          (iv) Adjustments. The Committee may, in its discretion, reduce the
               amount of a settlement otherwise to be made in connection with
               Options, Performance Rights, Performance Shares or Awards subject
               to this Section 8, but may not exercise discretion to increase
               any such amount payable to a Covered Employee in respect of an
               Option, Performance Right, Performance Share or Award subject to
               this Section 6.1(e). The Committee shall specify the
               circumstances in which such Awards shall be paid or forfeited in
               the event of termination of the Executive's employment prior to
               the end of a Performance Period or exercise or settlement of
               Options, Performance Rights, Performance Shares or Awards.

          (v)  Committee Certification. No Executive shall receive any payment
               under the Plan that is subject to this Section 6.1(e) unless the
               Committee has certified, by resolution or other appropriate
               action in writing, that the performance criteria and any other
               material terms previously established by the Committee or set
               forth in the Plan, have been satisfied to the extent necessary to
               qualify as "performance based compensation" under U.S. Revenue
               Code Section 162(m).