<PAGE>

                                                                     EXHIBIT 2.2

                                                                [EXECUTION COPY]

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                          JAMES HARDIE INDUSTRIES N.V.

                                       AND

                              THE BANK OF NEW YORK

                                  AS DEPOSITARY

                                       AND

               OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

                                DEPOSIT AGREEMENT

                         DATED AS OF SEPTEMBER 24, 2001

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                    <C>
ARTICLE 1. DEFINITIONS ..............................................................................   2

        SECTION 1.01 American Depositary Shares .....................................................   2
        SECTION 1.02 Article; Section ...............................................................   2
        SECTION 1.03 CHESS ..........................................................................   2
        SECTION 1.04 CHESS Subregister ..............................................................   2
        SECTION 1.05 Commission .....................................................................   3
        SECTION 1.06 CUFS Depositary ................................................................   3
        SECTION 1.07 CUFS ...........................................................................   3
        SECTION 1.08 Custodian ......................................................................   3
        SECTION 1.09 Delivery; Deposit; Surrender; Transfer; Withdraw ...............................   3
        SECTION 1.10 Deposit Agreement ..............................................................   4
        SECTION 1.11 Depositary; Corporate Trust Office .............................................   4
        SECTION 1.12 Deposited Securities ...........................................................   4
        SECTION 1.13 Dollars; Euro ..................................................................   5
        SECTION 1.14 Holding Statement ..............................................................   5
        SECTION 1.15 Issuer .........................................................................   5
        SECTION 1.16 Owner ..........................................................................   5
        SECTION 1.17 Receipts .......................................................................   5
        SECTION 1.18 Registrar ......................................................................   5
        SECTION 1.19 Restricted Securities ..........................................................   5
        SECTION 1.20 SCH ............................................................................   6
        SECTION 1.21 SCH Business Rules .............................................................   6
        SECTION 1.22 Securities Act of 1933 .........................................................   6
        SECTION 1.23 Shares .........................................................................   6

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF
        RECEIPTS ....................................................................................   7

        SECTION 2.01 Form and Transferability of Receipts ...........................................   7
        SECTION 2.02 Deposit of CUFS ................................................................   8
        SECTION 2.03 Execution and Delivery of Receipts .............................................   9
        SECTION 2.04 Transfer of Receipts; Combination and Split-up of Receipts .....................  10
        SECTION 2.05 Surrender of Receipts and Withdrawal of CUFS ...................................  11
        SECTION 2.06 Limitations on Execution and Delivery, Transfer and Surrender of Receipts ......  13
        SECTION 2.07 Lost Receipts, etc. ............................................................  14
        SECTION 2.08 Cancellation and Destruction of Surrendered Receipts ...........................  14
        SECTION 2.09 Pre-Release of Receipts ........................................................  14
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<TABLE>
<S>                                                                                                    <C>
ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS ...............................................   15

        SECTION 3.01 Filing Proofs, Certificates and Other Information .............................   15
        SECTION 3.02 Liability of Owner for Taxes ..................................................   16
        SECTION 3.03 Warranties on Deposit of Shares ...............................................   16

ARTICLE 4. THE DEPOSITED SECURITIES ................................................................   16

        SECTION 4.01 Cash Distributions ............................................................   16
        SECTION 4.02 Distributions Other Than Cash, CUFS or Rights .................................   17
        SECTION 4.03 Distributions in CUFS .........................................................   18
        SECTION 4.04 Rights ........................................................................   19
        SECTION 4.05 Conversion of Foreign Currency ................................................   21
        SECTION 4.06 Fixing of Record Date .........................................................   22
        SECTION 4.07 Voting of Deposited Securities ................................................   23
        SECTION 4.08 Changes Affecting Deposited Securities ........................................   24
        SECTION 4.09 Reports .......................................................................   25
        SECTION 4.10 Lists of Owners ...............................................................   25
        SECTION 4.11 Withholding ...................................................................   25

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER ...........................................   26

        SECTION 5.01 Maintenance of Office  and Transfer Books by the Depositary ...................   26
        SECTION 5.02 Prevention or Delay in Performance by the Depositary or the Issuer ............   27
        SECTION 5.03 Obligations of the Depositary, the Custodian and the Issuer ...................   27
        SECTION 5.04 Resignation and Removal of the Depositary .....................................   29
        SECTION 5.05 The Custodians ................................................................   30
        SECTION 5.06 Notices and Reports ...........................................................   31
        SECTION 5.07 Distribution of Additional Shares, Rights, etc. ...............................   32
        SECTION 5.08 Indemnification ...............................................................   32
        SECTION 5.09 Charges of Depositary .........................................................   33
        SECTION 5.10 Retention of Depositary Documents .............................................   34
        SECTION 5.11 Exclusivity ...................................................................   35
        SECTION 5.12 List of Restricted Securities Owners ..........................................   35

ARTICLE 6. AMENDMENT AND TERMINATION ...............................................................   35

        SECTION 6.01 Amendment .....................................................................   35
        SECTION 6.02 Termination ...................................................................   36
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<TABLE>
<S>                                                                                                    <C>
ARTICLE 7. MISCELLANEOUS ...........................................................................   37

        SECTION 7.01 Counterparts ..................................................................   37
        SECTION 7.02 No Third Party Beneficiaries ..................................................   38
        SECTION 7.03 Severability ..................................................................   38
        SECTION 7.04 Holders and Owners as Parties; Binding Effect .................................   38
        SECTION 7.05 Notices .......................................................................   38
        SECTION 7.06 Governing Law .................................................................   39
        SECTION 7.07 Compliance with U.S. Securities Laws ..........................................   39
        SECTION 7.08 Submission to Jurisdiction; Appointment of Agent for Service of Process .......   40
        SECTION 7.09 Effective Date ................................................................   40
        SECTION 7.10 Summary in Respect of CHESS and CUFS ..........................................   41
</TABLE>

                                     - iii -
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                                DEPOSIT AGREEMENT

            DEPOSIT AGREEMENT dated as of September 24, 2001 and effective as of
the Effective Date (as hereinafter defined), among JAMES HARDIE INDUSTRIES N.V.,
incorporated under the laws of The Netherlands and with its corporate seat in
Amsterdam, The Netherlands (herein called the Issuer), THE BANK OF NEW YORK, a
New York banking corporation (herein called the Depositary), and all Owners and
holders from time to time of American Depositary Receipts issued hereunder.

                                   WITNESSETH:

            WHEREAS, the Issuer desires to provide, as hereinafter set forth in
this Deposit Agreement, for the deposit of CUFS (as hereinafter defined), each
representing a beneficial interest in one Share (as hereinafter defined) of the
Issuer from time to time with the Depositary or with the Custodian (as
hereinafter defined) as agent of the Depositary for the purposes set forth in
this Deposit Agreement, for the creation of American Depositary Shares
representing the CUFS (subject to the terms and conditions of this Deposit
Agreement) so deposited and for the execution and delivery of American
Depositary Receipts evidencing the American Depositary Shares; and

            WHEREAS, the American Depositary Receipts are to be substantially in
the form of Exhibit A annexed hereto, with appropriate insertions, modifications
and omissions, as hereinafter provided in this Deposit Agreement;

            NOW, THEREFORE, in consideration of the premises, it is agreed by
and between the parties hereto as follows:

<PAGE>

ARTICLE 1. DEFINITIONS.

            The following definitions shall for all purposes, unless otherwise
clearly indicated, apply to the respective terms used in this Deposit Agreement:

      SECTION 1.01 American Depositary Shares.

            The term "American Depositary Shares" shall mean the securities
representing the interests in the Deposited Securities and evidenced by the
Receipts issued hereunder. Each American Depositary Share shall represent the
number of CUFS specified in Exhibit A annexed hereto, until there shall occur a
distribution upon Deposited Securities covered by Section 4.03 or a change in
Deposited Securities covered by Section 4.08 with respect to which additional
Receipts are not executed and delivered, and thereafter American Depositary
Shares shall evidence the amount of CUFS or Deposited Securities specified in
such Sections.

      SECTION 1.02 Article; Section.

            Wherever references are made in this Deposit Agreement to an
"Article" or "Articles" or to a "Section" or "Sections", such references shall
mean an article or articles or a section or sections of this Deposit Agreement,
unless otherwise required by the context.

      SECTION 1.03 CHESS.

            The term "CHESS" shall mean Clearing House Electronic Subregister
System, being the automated clearing and settlement process for transactions
executed on the Australian Stock Exchange.

      SECTION 1.04 CHESS Subregister.

            The term "CHESS Subregister" shall mean that part of the Issuer's
CUFS register that is administered by the SCH.

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      SECTION 1.05 Commission.

            The term "Commission" shall mean the Securities and Exchange
Commission of the United States or any successor governmental agency in the
United States.

      SECTION 1.06 CUFS Depositary.

            The term "CUFS Depositary" shall mean the CUFS depositary nominee,
CHESS Depositary Nominees Pty Limited, and its successors or any other entity
appointed by the Issuer which performs substantially identical functions in
Australia.

      SECTION 1.07 CUFS.

            The term "CUFS" shall mean CHESS Units of Foreign Securities, issued
by the CUFS Depositary, representing beneficial ownership in Shares of the
Issuer.

      SECTION 1.08 Custodian.

            The term "Custodian" shall mean the Australian office of Australia
and New Zealand Banking Group Limited, as agent of the Depositary for the
purposes of this Deposit Agreement, and any other firm or corporation which may
hereafter be appointed by the Depositary pursuant to the terms of Section 5.05,
as substitute or additional custodian or custodians hereunder, as the context
shall require and shall also mean all of them collectively.

      SECTION 1.09 Delivery; Deposit; Surrender; Transfer; Withdraw.

            The term "deliver", "deposit", surrender", "transfer" or "withdraw",
when (i) with respect to CUFS or other Deposited Securities: (a) in the case of
book-entry CUFS or other Deposited Securities, shall refer to an entry or
entries in an account or accounts maintained by institutions authorized under
applicable law to effect transfers of the CUFS or such other Deposited
Securities, or (b) in the case of certificated Deposited Securities, to the
physical delivery, deposit, withdrawal or transfer of certificates

                                      - 3 -
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representing such Deposited Securities and (ii) with respect to American
Depositary Shares evidenced by Receipts, (a) in the case of American Depositary
Shares available in book-entry form, shall refer to appropriate adjustments in
the records maintained by (1) the Depositary, (2) the Depository Trust Company
("DTC") or its nominee, or (3) institutions that have accounts with DTC, as
applicable, or (b) otherwise, shall refer to the physical delivery, deposit,
surrender, transfer or withdrawal of such American Depositary Shares evidenced
by Receipts.

      SECTION 1.10 Deposit Agreement.

            The term "Deposit Agreement" shall mean this Agreement, as the same
may be amended from time to time in accordance with the provisions hereof.

      SECTION 1.11 Depositary; Corporate Trust Office.

            The term "Depositary" shall mean The Bank of New York, a New York
banking corporation and any successor as depositary hereunder. The term
"Corporate Trust Office", when used with respect to the Depositary, shall mean
the office of the Depositary which at the date of this Agreement is 101 Barclay
Street, New York, New York, 10286.

      SECTION 1.12 Deposited Securities.

            The term "Deposited Securities" as of any time shall mean CUFS at
such time deposited or deemed to be deposited under this Deposit Agreement and
any and all other securities, property and cash received by the Depositary or
the Custodian in respect thereof and at such time held hereunder, subject as to
cash to the provisions of Section 4.5.

                                      - 4 -
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      SECTION 1.13 Dollars; Euro.

            The term "Dollars" shall mean United States dollars. The term "Euro"
shall mean the common currency of the participating member countries in the
European Monetary Union.

      SECTION 1.14 Holding Statement.

            The term "Holding Statement" shall mean the statement which sets
forth the number of CUFS held by a particular holder of CUFS.

      SECTION 1.15 Issuer.

            The term "Issuer" shall mean James Hardie Industries N.V.,
incorporated under the laws of The Netherlands and with its corporate seat in
Amsterdam, The Netherlands and its successors.

      SECTION 1.16 Owner.

            The term "Owner" shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.

      SECTION 1.17 Receipts.

            The term "Receipts" shall mean the American Depositary Receipts
issued hereunder evidencing American Depositary Shares.

      SECTION 1.18 Registrar.

            The term "Registrar" shall mean any bank or trust company having an
office in the Borough of Manhattan, The City of New York, which shall be
appointed to register Receipts and transfers of Receipts as herein provided.

      SECTION 1.19 Restricted Securities.

            The term "Restricted Securities" shall mean Shares, CUFS
representing Shares, or American Depositary Shares representing such CUFS, which
are acquired

                                      - 5 -
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directly or indirectly from the Issuer or its affiliates (as defined in Rule 144
under the Securities Act of 1933) in a transaction or chain of transactions not
involving any public offering or which are subject to resale limitations under
Regulation D under that Act or both, or which are held by an officer, director
(or persons performing similar functions) or other affiliate of the Issuer, or
which are subject to other restrictions on sale or deposit under the laws of the
United States or The Netherlands, or under a shareholder agreement or the
Articles of Association of the Issuer.

      SECTION 1.20 SCH.

            The term "SCH" shall mean ASX Settlement and Transfer Corporation
Pty Limited (ABN 49008 504 532), as approved as the securities clearing house
and the entity administering CHESS.

      SECTION 1.21 SCH Business Rules.

            The term "SCH Business Rules" shall mean the Business Rules
regulating the functions and operations of SCH.

      SECTION 1.22 Securities Act of 1933.

            The term "Securities Act of 1933" shall mean the United States
Securities Act of 1933, as from time to time amended.

      SECTION 1.23 Shares.

            The term "Shares" shall mean ordinary shares in registered form of
the Issuer, heretofore validly issued and outstanding and fully paid,
nonassessable and free of any pre-emptive rights of the holders of outstanding
Shares or hereafter validly issued and outstanding and fully paid, nonassessable
and free of any pre-emptive rights of the holders of outstanding Shares or
interim certificates representing such Shares.

                                      - 6 -
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ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER
AND SURRENDER OF RECEIPTS.

      SECTION 2.01 Form and Transferability of Receipts.

            Definitive Receipts shall be substantially in the form set forth in
Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose, unless such Receipt shall have been executed by the Depositary
by the manual or facsimile signature of a duly authorized signatory of the
Depositary and, if a Registrar for the Receipts shall have been appointed,
countersigned by the manual or facsimile signature of a duly authorized officer
of the Registrar. The Depositary shall maintain books on which each Receipt so
executed and delivered as hereinafter provided and the transfer of each such
Receipt shall be registered. Receipts bearing the manual or facsimile signature
of a duly authorized signatory of the Depositary who was at any time a proper
signatory of the Depositary shall bind the Depositary, notwithstanding that such
signatory has ceased to hold such office prior to the execution and delivery of
such Receipts by the Registrar or did not hold such office on the date of
issuance of such Receipts.

            The Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or modifications not inconsistent with the
provisions of this Deposit Agreement as may be required by the Depositary or
required to comply with any applicable law or regulations thereunder or with the
rules and regulations of any securities exchange upon which American Depositary
Shares may be listed or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular
Receipts are subject by reason of the date of issuance of the underlying
Deposited Securities or otherwise.

                                      - 7 -
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            Title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed or accompanied by proper instruments of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument; provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the Owner thereof as the
absolute owner thereof for the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in this Deposit Agreement and for all other purposes.

      SECTION 2.02 Deposit of CUFS.

            Subject to the terms and conditions of this Deposit Agreement, and
the SCH Business Rules, CUFS or evidence of rights to receive CUFS may be
deposited by delivery thereof (which may include delivery by electronic transfer
through the facilities of CHESS or otherwise) to any Custodian hereunder,
accompanied by any appropriate instrument or instruments of transfer, or
endorsement, in form satisfactory to the Custodian, together with all such
certifications as may be required by the Depositary or the Custodian in
accordance with the provisions of this Deposit Agreement, and, if the Depositary
requires, together with a written order directing the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated in such
order, a Receipt or Receipts for the number of American Depositary Shares
representing such deposited CUFS. No CUFS shall be accepted for deposit unless
accompanied by evidence satisfactory to the Depositary that any necessary
approval has been granted by any applicable governmental body which is then
performing the function of the regulation of currency exchange. If required by
the Depositary, CUFS presented for deposit at any time, whether or not the
transfer books of the Issuer or the CUFS Depositary (or the appointed agent of
the CUFS Depositary for transfer and registration of the CUFS), if applicable,
are closed, shall also be accompanied by an agreement or assignment, or other
instrument satisfactory to the Depositary, which will provide for the prompt
transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or CUFS or to

                                      - 8 -
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receive other property which any person in whose name the CUFS are or have been
recorded may thereafter receive upon or in respect of such deposited CUFS, or in
lieu thereof, such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.

            Upon delivery to a Custodian of CUFS to be deposited hereunder, or
delivery to the Custodian of irrevocable instructions therefor, together in
either case with the other documents above specified, such Custodian shall
obtain confirmation of registration of, or registration of transfer of, the CUFS
being deposited in the name of the Depositary or its nominee or such Custodian
or its nominee.

            Deposited Securities (other than CUFS) shall be held by the
Depositary or by a Custodian for the account and to the order of the Depositary
or at such other place or places as the Depositary shall determine.

      SECTION 2.03 Execution and Delivery of Receipts.

            Upon receipt by any Custodian of any deposit pursuant to Section
2.02 hereunder (and in addition, if the CHESS Subregister of the CUFS Depositary
(or the appointed agent or agents of the CUFS Depositary for transfer and
registration of the CUFS) are open, or if the Depositary so requires, a proper
acknowledgment or other evidence from the CUFS Depositary (or appointed agent or
agents of the CUFS Depositary for transfer and registration of the CUFS)
satisfactory to the Depositary that any deposited CUFS have been recorded upon
the CHESS Subregister of the CUFS Depositary (or by the appointed agent of the
CUFS Depositary for transfer and registration of CUFS), if applicable, in the
name of the Depositary or its nominee or such Custodian or its nominee),
together with the other documents required as above specified, such Custodian
shall notify the Depositary of such deposit and the person or persons to whom or
upon whose written order a Receipt or Receipts are deliverable in respect
thereof and the number of American Depositary Shares to be evidenced thereby.
Such

                                      - 9 -
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notification shall be made by letter or, at the request, risk and expense of the
person making the deposit, by cable, telex or facsimile transmission. Upon
receiving such notice from such Custodian, the Depositary, subject to the terms
and conditions of this Deposit Agreement, shall execute and deliver at its
Corporate Trust Office, to or upon the order of the person or persons entitled
thereto, a Receipt or Receipts, registered in the name or names and evidencing
any authorized number of American Depositary Shares requested by such person or
persons, but only upon payment to the Depositary of the fees of the Depositary
for the execution and delivery of such Receipt or Receipts as provided in
Section 5.09, and of all taxes and governmental charges and fees payable in
connection with such deposit and the transfer of the deposited CUFS and the
issuance of such Receipt or Receipts.

      SECTION 2.04 Transfer of Receipts; Combination and Split-up of Receipts.

            The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall register transfers of Receipts on its transfer books from time
to time, upon any surrender of a Receipt, by the Owner in person or by a duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer, and duly stamped as may be required by the laws of the State of New
York and of the United States of America. Thereupon the Depositary shall execute
a new Receipt or Receipts and deliver the same to or upon the order of the
person entitled thereto.

            The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.

                                     - 10 -
<PAGE>

            The Depositary may appoint one or more co-transfer agents for the
purpose of effecting transfers, combinations and split-ups of Receipts at
designated transfer offices on behalf of the Depositary. In carrying out its
functions, a co-transfer agent may require evidence of authority and compliance
with applicable laws and other requirements by Owners or persons entitled to
Receipts and will be entitled to protection and indemnity to the same extent as
the Depositary.

      SECTION 2.05 Surrender of Receipts and Withdrawal of CUFS.

            Upon surrender at the Corporate Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities represented by
the American Depositary Shares evidenced by such Receipt, and upon payment of
the fee of the Depositary for the surrender of Receipts as provided in Section
5.09 and payment of all taxes and governmental charges payable in connection
with such surrender and withdrawal of the Deposited Securities, and subject to
the terms and conditions of this Deposit Agreement, the Owner of such Receipt
shall be entitled to (i) with respect to the CUFS or other uncertificated
Deposited Securities held through CHESS evidenced by such Receipt, instruct the
Depositary to procure the electronic transfer through CHESS of such CUFS or such
other uncertificated Deposited Securities to an account in the name of the Owner
or such other name as the Owner may direct and (ii) physical delivery, to or
upon the order of such Owner, of any other Deposited Securities at the time
represented by the American Depositary Shares evidenced by such Receipt.
Delivery of such other Deposited Securities, if applicable, may be made by the
delivery of (a) certificates in the name of such Owner or as ordered by him or
by certificates properly endorsed or accompanied by proper instruments of
transfer to such Owner or as ordered by him and (b) any other securities,
property and cash to which such Owner is then entitled in respect of such
Receipts to such Owner or as ordered by him. Such delivery shall be made, as
hereinafter provided, without unreasonable delay.

                                     - 11 -
<PAGE>

            A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to (i) cause the electronic transfer of the CUFS represented by such Receipt to
be recorded in an account in the name of the Owner or such other name as the
Owner may direct and (ii) cause any other Deposited Securities being withdrawn
to be delivered to or upon the written order of a person or persons designated
in such order. Thereupon the Depositary shall direct the Custodian to deliver at
the Australian office or account, as applicable, of such Custodian, subject to
Sections 2.06, 3.01 and 3.02 and to the other terms and conditions of this
Deposit Agreement, to or upon the written order of the person or persons
designated in the order delivered to the Depositary as above provided, the
amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt, except that the Depositary may make delivery to such
person or persons at the Corporate Trust Office of the Depositary of any
dividends or distributions with respect to the Deposited Securities represented
by the American Depositary Shares evidenced by such Receipt, or of any proceeds
of sale of any dividends, distributions or rights, which may at the time be held
by the Depositary.

            At the request, risk and expense of any Owner so surrendering a
Receipt, and for the account of such Owner, the Depositary shall direct the
Custodian to forward any cash or other property (other than rights) comprising,
and forward a certificate or certificates, if applicable, and other proper
documents of title for, the Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt to the Depositary for delivery at
the Corporate Trust Office of the Depositary. Such direction shall be given by
letter or, at the request, risk and expense of such Owner, by cable, telex or
facsimile transmission.

                                     - 12 -
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      SECTION 2.06 Limitations on Execution and Delivery, Transfer and Surrender
of Receipts.

            As a condition precedent to the execution and delivery, registration
of transfer, split-up, combination or surrender of any Receipt or withdrawal of
any Deposited Securities, the Depositary, the Issuer, the CUFS Depositary,
Custodian or Registrar may require payment from the depositor of CUFS or the
presentor of the Receipt of a sum sufficient to reimburse it for any tax or
other governmental charge and any stock transfer or registration fee with
respect thereto (including any such tax or charge and fee with respect to CUFS
being deposited or withdrawn) and payment of any applicable fees as herein
provided, may require the production of proof satisfactory to it as to the
identity and genuineness of any signature and may also require compliance with
any regulations the Depositary may establish consistent with the provisions of
this Deposit Agreement, including, without limitation, this Section 2.06.

            The delivery of Receipts against deposits of CUFS generally or
against deposits of particular CUFS may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary, the Issuer, or the CUFS Depositary at
any time or from time to time because of any requirement of law or of any
government or governmental body or commission, or under any provision of this
Deposit Agreement, or for any other reason, subject to the provisions of Section
7.07 hereof. Notwithstanding any other provision of this Deposit Agreement or
the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Issuer or the deposit of
Shares in connection with voting at a shareholders' meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii)
compliance with any U.S. or foreign

                                     - 13 -
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laws or governmental regulations relating to the Receipts or to the withdrawal
of the Deposited Securities. Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under this Deposit Agreement any CUFS if
such CUFS, or the Shares underlying such CUFS, would be required to be
registered under the provisions of the Securities Act of 1933, unless a
registration statement is in effect as to such CUFS or Shares as applicable.

      SECTION 2.07 Lost Receipts, etc.

            In case any Receipt shall be mutilated, destroyed, lost or stolen,
the Depositary shall execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in
lieu of and in substitution for such destroyed, lost or stolen Receipt. Before
the Depositary shall execute and deliver a new Receipt in substitution for a
destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with
the Depositary (i) a request for such execution and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other
reasonable requirements imposed by the Depositary.

      SECTION 2.08 Cancellation and Destruction of Surrendered Receipts.

            All Receipts surrendered to the Depositary shall be cancelled by the
Depositary. The Depositary is authorized to destroy Receipts so cancelled.

      SECTION 2.09 Pre-Release of Receipts.

            Notwithstanding Section 2.03 hereof, the Depositary may execute and
deliver Receipts prior to the receipt of CUFS pursuant to Section 2.02
("Pre-Release"). The Depositary may, pursuant to Section 2.05, deliver CUFS upon
the receipt and cancellation of Receipts which have been Pre-Released, whether
or not such cancellation is prior to the termination of such Pre-Release or the
Depositary knows that such Receipt has been Pre-Released. The Depositary may
receive Receipts in lieu of CUFS in

                                     - 14 -
<PAGE>

satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts are to
be delivered that such person, or its customer, owns the CUFS or Receipts to be
remitted, as the case may be, (b) at all times fully collateralized with cash or
such other collateral as the Depositary deems appropriate, (c) terminable by the
Depositary on not more than five (5) business days notice, and (d) subject to
such further indemnities and credit regulations as the Depositary deems
appropriate. The number of American Depositary Shares which are outstanding at
any time as a result of Pre-Releases will not normally exceed thirty percent
(30%) of the CUFS deposited hereunder; provided, however, that the Depositary
reserves the right to change or disregard such limit from time to time as it
deems appropriate.

            The Depositary may retain for its own account any compensation
received by it in connection with the foregoing.

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.

      SECTION 3.01 Filing Proofs, Certificates and Other Information.

            Any person presenting CUFS for deposit or any Owner of a Receipt may
be required from time to time to file with the Depositary or the Custodian such
proof of citizenship or residence, exchange control approval, or such
information relating to the registration on the CHESS Subregister if applicable,
to execute such certificates and to make such representations and warranties, as
the Depositary may deem necessary or proper. The Depositary may withhold the
delivery or registration of transfer of any Receipt or the distribution of any
dividend or sale or distribution of rights or of the proceeds thereof or the
delivery of any Deposited Securities until such proof or other information is
filed or such certificates are executed or such representations and warranties
made.

                                     - 15 -
<PAGE>

      SECTION 3.02 Liability of Owner for Taxes.

            If any tax or other governmental charge shall become payable with
respect to any Receipt or any Deposited Securities represented by any Receipt,
such tax or other governmental charge shall be payable by the Owner of such
Receipt to the Depositary. The Depositary may refuse to effect any transfer of
such Receipt or any withdrawal of Deposited Securities represented by American
Depositary Shares evidenced by such Receipt until such payment is made, and may
withhold any dividends or other distributions, or may sell for the account of
the Owner thereof any part or all of the Deposited Securities represented by the
American Depositary Shares evidenced by such Receipt, and may apply such
dividends or other distributions or the proceeds of any such sale in payment of
such tax or other governmental charge and the Owner of such Receipt shall remain
liable for any deficiency.

      SECTION 3.03 Warranties on Deposit of Shares.

            Every person depositing CUFS under this Deposit Agreement shall be
deemed thereby to represent and warrant that such CUFS are validly issued, fully
paid, nonassessable and free of any pre-emptive rights of the holders of
outstanding Shares and that the person making such deposit is duly authorized so
to do. Every such person shall also be deemed to represent that the deposit of
such CUFS and the sale of Receipts evidencing American Depositary Shares
representing such CUFS by that person are not restricted under the Securities
Act of 1933. Such representations and warranties shall survive the deposit of
CUFS and issuance of Receipts.

ARTICLE 4. THE DEPOSITED SECURITIES.

      SECTION 4.01 Cash Distributions.

            Whenever the Depositary shall receive any cash dividend or other
cash distribution on any Deposited Securities, the Depositary shall, subject to
the provisions of Section 4.05, convert such dividend or distribution into
Dollars if such cash dividend or

                                     - 16 -
<PAGE>

other cash distribution is not received in Dollars and shall distribute the
amount thus received (net of the fees of the Depositary as provided in Section
5.09 hereof, if applicable) to the Owners entitled thereto, in proportion to
the number of American Depositary Shares representing such Deposited Securities
held by them respectively; provided, however, that in the event that the Issuer,
the CUFS Depositary, the Custodian, or the Depositary shall be required to
withhold and does withhold from such cash dividend or such other cash
distribution an amount on account of taxes, the amount distributed to the Owner
of the Receipts evidencing American Depositary Shares representing such
Deposited Securities shall be reduced accordingly. The Depositary shall
distribute only such amount, however, as can be distributed without attributing
to any Owner a fraction of one cent. Any such fractional amounts shall be
rounded to the nearest whole cent and so distributed to Owners entitled thereto.
The Issuer or its agent will remit to the appropriate governmental agency in The
Netherlands all amounts withheld and owing to such agency. The Depositary will
forward to the Issuer or the CUFS Depositary such information from its records
as the Issuer or the CUFS Depositary may reasonably request to enable the Issuer
or the CUFS Depositary to file necessary reports with governmental agencies, and
the Depositary or the Issuer or the CUFS Depositary may file any such reports
necessary to obtain benefits under the applicable tax treaties for the Owners of
Receipts.

      SECTION 4.02 Distributions Other Than Cash, CUFS or Rights.

            Subject to the provisions of Section 4.11 and Section 5.09, whenever
the Depositary shall receive any distribution other than a distribution
described in Sections 4.01, 4.03 or 4.04, the Depositary shall cause the
securities or property received by it to be distributed to the Owners entitled
thereto, in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary such

                                     - 17 -
<PAGE>

distribution cannot be made proportionately among the Owners entitled thereto,
or if for any other reason (including, but not limited to, any requirement that
the Issuer, the CUFS Depositary or the Depositary withhold an amount on account
of taxes or other governmental charges or that such securities must be
registered under the Securities Act of 1933 in order to be distributed to Owners
or holders) the Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it may deem equitable and practicable for
the purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part
thereof, and the net proceeds of any such sale (net of the fees of the
Depositary as provided in Section 5.09) shall be distributed by the Depositary
to the Owners entitled thereto as in the case of a distribution received in
cash. Any distributions received by the Depositary and not distributed to the
Owners entitled thereto or sold as provided in this Section 4.02 shall be deemed
to be Deposited Securities and shall be represented by such Owner's Receipts.

      SECTION 4.03 Distributions in CUFS.

            If any distribution upon any Deposited Securities or any securities
of the Issuer represented by any Deposited Securities results in a dividend in,
or free distribution of, CUFS, the Depositary may distribute to the Owners of
outstanding Receipts entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively, additional Receipts evidencing an aggregate number of American
Depositary Shares representing the amount of CUFS received as such dividend or
free distribution, subject to the terms and conditions of the Deposit Agreement
with respect to the deposit of CUFS and the issuance of American Depositary
Shares evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 and the payment of fees of the
Depositary as provided in Section 5.09. In lieu of delivering Receipts for
fractional American Depositary Shares in any such case, the Depositary shall
sell the amount of

                                     - 18 -
<PAGE>

CUFS represented by the aggregate of such fractions and distribute the net
proceeds, all in the manner and subject to the conditions described in Section
4.01. If additional Receipts are not so distributed, each American Depositary
Share shall thenceforth also represent the additional CUFS distributed upon the
Deposited Securities represented thereby.

      SECTION 4.04 Rights.

            In the event that the Issuer shall offer or cause to be offered to
the holders of any Deposited Securities, or any securities of the Issuer
represented by any Deposited Securities, any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in disposing of such rights on behalf of any Owners and making the net
proceeds available to such Owners or, if by the terms of such rights offering or
for any other reason, the Depositary may not either make such rights available
to any Owners or dispose of such rights and make the net proceeds available to
such Owners, then the Depositary shall allow the rights to lapse. If at the time
of the offering of any rights the Depositary determines in its discretion that
it is lawful and feasible to make such rights available to all Owners or to
certain Owners but not to other Owners, the Depositary may distribute to any
Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it deems appropriate.

            In circumstances in which rights would otherwise not be distributed,
if an Owner of Receipts requests the distribution of warrants or other
instruments in order to exercise the rights allocable to the American Depositary
Shares of such Owner hereunder, the Depositary will make such rights available
to such Owner upon written notice from the Issuer to the Depositary that (a) the
Issuer has elected in its sole discretion to permit

                                      -19-

<PAGE>

such rights to be exercised and (b) such Owner has executed such documents as
the Issuer has determined in its sole discretion are reasonably required under
applicable law.

            If the Depositary has distributed warrants or other instruments for
rights to all or certain Owners, then upon instruction from such an Owner
pursuant to such warrants or other instruments to the Depositary from such Owner
to exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the relevant
security to be received upon the exercise of the rights, and upon payment of the
fees of the Depositary and any other charges as set forth in such warrants or
other instruments, the Depositary shall, on behalf of such Owner, exercise the
rights and purchase the relevant security, and the Issuer shall cause the
relevant security, if Shares, to be delivered to the CUFS Depositary on behalf
of such Owner with instructions to issue CUFS representing such Shares and
deliver them to the Custodian. As agent for such Owner, the Depositary will
cause such CUFS to be deposited pursuant to Section 2.02 of this Deposit
Agreement, and shall, pursuant to Section 2.03 of this Deposit Agreement,
execute and deliver Receipts to such Owner. In the case of a distribution
pursuant to the second paragraph of this section, such Receipts shall be
legended in accordance with applicable U.S. laws, and shall be subject to the
appropriate restrictions on sale, deposit, cancellation, and transfer under such
laws.

            If the Depositary determines in its discretion that it is not lawful
and feasible to make such rights available to all or certain Owners, it may sell
the rights, warrants or other instruments in proportion to the number of
American Depositary Shares held by the Owners to whom it has determined it may
not lawfully or feasibly make such rights available, and allocate the net
proceeds of such sales (net of the fees of the Depositary as provided in Section
5.09 and all taxes and governmental charges payable in connection with such
rights and subject to the terms and conditions of this Deposit Agreement) for
the account of such Owners otherwise entitled to such rights, warrants or

                                      -20-

<PAGE>

other instruments, upon an averaged or other practical basis without regard to
any distinctions among such Owners because of exchange restrictions or the date
of delivery of any Receipt or otherwise.

            The Depositary will not offer rights to Owners unless both the
rights and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933 with respect to a distribution to
Owners or are registered under the provisions of such Act. If an Owner of
Receipts requests distribution of warrants or other instruments, notwithstanding
that there has been no such registration under such Act, the Depositary shall
not effect such distribution unless it has received an opinion from recognized
counsel in the United States for the Issuer upon which the Depositary may rely
that such distribution to such Owner is exempt from such registration.

            The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Owners in
general or any Owner in particular.

      SECTION 4.05 Conversion of Foreign Currency.

            Whenever the Depositary shall receive foreign currency, by way of
dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, by sale or
in any other manner that it may determine, such foreign currency into Dollars,
and such Dollars shall be distributed to the Owners entitled thereto or, if the
Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation. Such
distribution may be made upon an averaged or other practicable basis without
regard to any distinctions among Owners on

                                       -21-

<PAGE>

account of exchange restrictions, the date of delivery of any Receipt or
otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.09.

            If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem desirable.

            If at any time the Depositary shall determine that in its judgment
any foreign currency received by the Depositary is not convertible on a
reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not obtainable,
or if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

            If any such conversion of foreign currency, in whole or in part,
cannot be effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may
distribute the balance of the foreign currency received by the Depositary to, or
hold such balance uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled thereto.

      SECTION 4.06 Fixing of Record Date.

            Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be

                                      -22-

<PAGE>

issued with respect to the Deposited Securities or any securities of the Issuer
represented by any Deposited Securities, or whenever for any reason the
Depositary causes a change in the number of CUFS that are represented by each
American Depositary Share, or whenever the Depositary shall receive notice of
any meeting of holders of CUFS or the Shares underlying the CUFS or other
Deposited Securities, the Depositary shall fix a record date which date shall,
to the extent practicable, be the same date as the record date set with respect
to the Shares, if any, (a) for the determination of the Owners who shall be (i)
entitled to receive such dividend, distribution or rights or the net proceeds of
the sale thereof or (ii) entitled to give instructions for the exercise of
voting rights at any such meeting, or (b) on or after which each American
Depositary Share will represent the changed number of Shares. Subject to the
provisions of Sections 4.01 through 4.05 and to the other terms and conditions
of this Deposit Agreement, the Owners on such record date shall be entitled, as
the case may be, to receive the amount distributable by the Depositary with
respect to such dividend or other distribution or such rights or the net
proceeds of sale thereof in proportion to the number of American Depositary
Shares held by them respectively and to give voting instructions and to act in
respect of any other such matter.

      SECTION 4.07 Voting of Deposited Securities.

            Upon receipt of notice of any meeting of holders of Shares or
Deposited Securities, if requested in writing by the Issuer, the Depositary
shall, as soon as practicable thereafter, mail to the Owners a notice, the form
of which notice shall be in the sole discretion of the Depositary, which shall
contain (a) such information as is contained in such notice of meeting received
from the CUFS Depositary or the Issuer, and (b) a statement that the Owners as
of the close of business on a specified record date will be entitled, subject to
any applicable provision of Netherlands law and of the Articles of Association
of the Issuer, to instruct the Depositary as to the exercise of the voting
rights, if any, pertaining to the number of Shares represented by CUFS or other
Deposited

                                      -23-

<PAGE>

Securities represented by their respective American Depositary Shares and (c) a
statement as to the manner in which such instructions may be given. Upon the
written request of an Owner on such record date, received on or before the date
established by the Depositary for such purpose, (the "Instruction Date") the
Depositary shall endeavor, in so far as practicable, to instruct, or cause the
Custodian to instruct, the CUFS Depositary to vote or cause to be voted, the
Shares underlying the CUFS in accordance with the instructions received by the
Depositary from Owners. The Depositary shall not instruct, or cause the
Custodian to instruct, the CUFS Depositary to vote the Shares other than in
accordance with such Owner's instructions.

            There can be no assurance that Owners generally or any Owner in
particular will receive the notice described in the preceding paragraph
sufficiently prior to the Instruction Date to ensure that the Depositary will
have enough time to instruct the CUFS Depositary to vote or that the CUFS
Depositary will vote the Shares in accordance with the provisions set forth in
the preceding paragraph.

      SECTION 4.08 Changes Affecting Deposited Securities.

            In circumstances where the provisions of Section 4.03 do not apply,
upon any change in nominal value, change in par value, split-up, consolidation
or any other reclassification of Deposited Securities or Shares represented by
Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Issuer or to which it is a party,
any securities which shall be received by the Depositary or a Custodian in
exchange for or in conversion of or in respect of Deposited Securities, shall be
treated as new Deposited Securities under this Deposit Agreement, and American
Depositary Shares shall thenceforth represent the new Deposited Securities so
received in exchange or conversion, unless additional Receipts are delivered
pursuant to the following sentence. In any such case the Depositary may, and
shall if the Issuer shall so request, execute and deliver additional Receipts as
in the case of a distribution of

                                      -24-

<PAGE>

Shares which results in the issuance of CUFS, or call for the surrender of
outstanding Receipts to be exchanged for new Receipts specifically describing
such new Deposited Securities.

      SECTION 4.09 Reports.

            The Depositary shall make available for inspection by Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Issuer or the CUFS Depositary which are
both (a) received by the Depositary and the Custodian as the holder of the
Deposited Securities or by the CUFS Depositary as the holder of Shares
underlying the CUFS and (b) made generally available to the holders of such
Deposited Securities or of the Shares underlying the CUFS by the Issuer or the
CUFS Depositary. The Depositary shall also, upon written request, send to the
Owners copies of such reports furnished by the Issuer pursuant to Section 5.06.
Any such reports and communications, including any such proxy soliciting
material, furnished to the Depositary by the Issuer shall be furnished in
English.

      SECTION 4.10 Lists of Owners.

            Promptly upon request by the Issuer or the CUFS Depositary, the
Depositary shall, at the expense of the Issuer, furnish to it a list, as of a
recent date, of the names, addresses and holdings of American Depositary Shares
by all persons in whose names Receipts are registered on the books of the
Depositary.

      SECTION 4.11 Withholding.

            In the event that the Depositary determines that any distribution in
property (including CUFS and rights to subscribe therefor) is subject to any tax
or other governmental charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a portion of such
property (including CUFS and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges and the Depositary shall

                                      -25-

<PAGE>

distribute the net proceeds of any such sale after deduction of such taxes or
charges to the Owners entitled thereto in proportion to the number of American
Depositary Shares held by them respectively.

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.

      SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary.

            Until termination of this Deposit Agreement in accordance with its
terms, the Depositary shall maintain in the Borough of Manhattan, The City of
New York, facilities for the execution and delivery, registration, registration
of transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.

            The Depositary shall keep books for the registration of Receipts and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Owners, provided that such inspection shall not be for the purpose of
communicating with Owners in the interest of a business or object other than the
business of the Issuer or a matter related to this Deposit Agreement or the
Receipts.

            The Depositary may close the transfer books, at any time or from
time to time, when deemed expedient by it in connection with the performance of
its duties hereunder.

            If any Receipts or the American Depositary Shares evidenced thereby
are listed on one or more stock exchanges in the United States, the Depositary
shall act as Registrar or appoint a Registrar or one or more co-registrars for
registry of such Receipts in accordance with any requirements of such exchange
or exchanges.

                                      -26-

<PAGE>

      SECTION 5.02 Prevention or Delay in Performance by the Depositary or the
Issuer.

            Neither the Depositary nor the Issuer nor any of their directors,
employees, agents or affiliates shall incur any liability to any Owner or holder
of any Receipt, if by reason of any provision of any present or future law or
regulation of the United States or any other country, or of any governmental or
regulatory authority or stock exchange, or by reason of any provision, present
or future, of the Articles of Association of the Issuer, or by reason of any act
of God or war or other circumstances beyond its control, the Depositary or the
Issuer or any of their directors, employees, agents or affiliates shall be
prevented or forbidden from, or be subject to any civil or criminal penalty on
account of, doing or performing any act or thing which by the terms of this
Deposit Agreement it is provided shall be done or performed; nor shall the
Depositary or the Issuer incur any liability to any Owner or holder of any
Receipt by reason of any non-performance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of this Deposit Agreement it
is provided shall or may be done or performed, or by reason of any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement.
Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03
of the Deposit Agreement, or an offering or distribution pursuant to Section
4.04 of the Deposit Agreement, or for any other reason, such distribution or
offering may not be made available to Owners, and the Depositary may not dispose
of such distribution or offering on behalf of such Owners and make the net
proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse.

      SECTION 5.03 Obligations of the Depositary, the Custodian and the Issuer.

            The Issuer assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Owners or holders of Receipts, except
that it agrees to

                                      -27-

<PAGE>

perform its obligations specifically set forth in this Deposit Agreement without
negligence or bad faith.

            The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to any Owner or holder of any Receipt
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities), except that it agrees to perform its obligations
specifically set forth in this Deposit Agreement without negligence or bad
faith.

            Neither the Depositary nor the Issuer shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it against all expense and liability shall be furnished as often as may be
required, and the Custodian shall not be under any obligation whatsoever with
respect to such proceedings, the responsibility of the Custodian being solely to
the Depositary.

            Neither the Depositary nor the Issuer shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting CUFS for deposit, any Owner or any
other person believed by it in good faith to be competent to give such advice or
information.

            The Depositary shall not be liable for any acts or omissions made by
a successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal
or resignation of the Depositary, provided that in connection with the issue out
of which such potential liability arises the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary.

                                      -28-

<PAGE>

            The Depositary shall not be responsible for any failure to carry out
any instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith.

            No disclaimer of liability under the Securities Act of 1933 is
intended by any provision of this Deposit Agreement.

      SECTION 5.04 Resignation and Removal of the Depositary.

            The Depositary may at any time resign as Depositary hereunder by
written notice of its election so to do delivered to the Issuer, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

            The Depositary may at any time be removed by the Issuer by 120 days
prior written notice of such removal effective upon the later of (i) the 120th
day after delivery of the notice to the Depositary or (ii) the appointment of a
successor depositary and its acceptance of such appointment as hereinafter
provided.

            In case at any time the Depositary acting hereunder shall resign or
be removed, the Issuer shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York. Every successor depositary shall
execute and deliver to its predecessor and to the Issuer an instrument in
writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor; but such
predecessor, nevertheless, upon payment of all sums due it and on the written
request of the Issuer shall execute and deliver an instrument transferring to
such successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right,

                                      -29-

<PAGE>

title and interest in the Deposited Securities to such successor, and shall
deliver to such successor a list of the Owners of all outstanding Receipts. Any
such successor depositary shall promptly mail notice of its appointment to the
Owners.

            Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

      SECTION 5.05 The Custodians.

            The Custodian shall be subject at all times and in all respects to
the directions of the Depositary and shall be responsible solely to it. Any
Custodian may resign and be discharged from its duties hereunder by notice of
such resignation delivered to the Depositary at least 30 days prior to the date
on which such resignation is to become effective. If upon such resignation there
shall be no Custodian acting hereunder, the Depositary shall, promptly after
receiving such notice, appoint a substitute custodian or custodians, each of
which shall thereafter be a Custodian hereunder. Whenever the Depositary in its
discretion determines that it is in the best interest of the Owners to do so, it
may appoint substitute or additional custodian or custodians, which shall
thereafter be one of the Custodians hereunder. Upon demand of the Depositary any
Custodian shall deliver such of the Deposited Securities held by it as are
requested of it to any other Custodian or such substitute or additional
custodian or custodians. Each such substitute or additional custodian shall
deliver to the Depositary, forthwith upon its appointment, an acceptance of such
appointment satisfactory in form and substance to the Depositary.

            Upon the appointment of any successor depositary hereunder, each
Custodian then acting hereunder shall forthwith become, without any further act
or writing, the agent hereunder of such successor depositary and the appointment
of such successor depositary shall in no way impair the authority of each
Custodian hereunder; but the successor depositary so appointed shall,
nevertheless, on the written request of

                                      -30-

<PAGE>

any Custodian, execute and deliver to such Custodian all such instruments as may
be proper to give to such Custodian full and complete power and authority as
agent hereunder of such successor depositary.

      SECTION 5.06 Notices and Reports.

            On or before the first date on which the Issuer gives notice, by
publication or otherwise, of any meeting of holders of Shares or Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any
action in respect of any cash or other distributions or the offering of any
rights, the Issuer agrees to transmit to the Depositary and the Custodian a copy
of the notice thereof in the form given or to be given to holders of Shares or
Deposited Securities.

            The Issuer will arrange for the translation into English and the
prompt transmittal by the Issuer to the Depositary and the Custodian of such
notices and any other reports and communications which are made generally
available by the Issuer to holders of its Shares. If requested in writing by the
Issuer, the Depositary will arrange for the mailing, at the Issuer's expense, of
copies of such notices, reports and communications to all Owners. The Issuer
will timely provide the Depositary with the quantity of such notices, reports,
and communications, as requested by the Depositary from time to time, in order
for the Depositary to effect such mailings.

            The Issuer shall deliver to the Depositary and the Custodian a copy
(in English or with an English translation) of all provisions of or governing
the CUFS. Promptly upon any change in those provisions, the Issuer shall deliver
to the Depositary and the Custodian a copy (in English or with an English
translation) of those provisions as changed. The Depositary and its agents may
rely on the copy of those provisions for all purposes of this Deposit Agreement.

                                      -31-

<PAGE>

      SECTION 5.07 Distribution of Additional Shares, Rights, etc.

            The Issuer agrees that in the event of any issuance or distribution
of (1) additional CUFS or Shares underlying the CUFS, (2) rights to subscribe
for CUFS or Shares underlying the CUFS, (3) securities convertible into or
exchangeable for CUFS or Shares underlying the CUFS, or (4) rights to subscribe
for such securities, (each a "Distribution") the Issuer will promptly furnish to
the Depositary and the CUFS Depositary a written opinion from U.S. counsel for
the Issuer, which counsel shall be satisfactory to the Depositary and the CUFS
Depositary, stating whether or not the Distribution requires a registration
statement under the Securities Act of 1933 to be in effect prior to making such
Distribution available to Owners entitled thereto. If in the opinion of such
counsel a registration statement is required, such counsel shall furnish to the
Depositary a written opinion as to whether or not there is a registration
statement in effect which will cover such Distribution.

            The Issuer agrees with the Depositary that neither the Issuer nor
any company controlled by, controlling or under common control with the Issuer
will at any time deposit any Shares with the CUFS Depositary or cause the
deposit of CUFS hereunder, either originally issued or previously issued and
reacquired by the Issuer or any such affiliate, unless a Registration Statement
is in effect as to such Shares or CUFS, as applicable, under the Securities Act
of 1933.

      SECTION 5.08 Indemnification.

            The Issuer agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
fees and expenses of counsel) which may arise out of acts performed or omitted,
in accordance with the provisions of this Deposit Agreement and of the Receipts,
as the same may be amended, modified or supplemented from time to time, (i) by
either the Depositary or a Custodian or their

                                      -32-

<PAGE>

respective directors, employees, agents and affiliates, except for any liability
or expense arising out of the negligence or bad faith of either of them, or (ii)
by the Issuer or any of its directors, employees, agents and affiliates.

            The Depositary agrees to indemnify the Issuer, its directors,
employees, agents and affiliates and hold them harmless from any liability or
expense which may arise out of acts performed or omitted by the Depositary or
its Custodian or their respective directors, employees, agents and affiliates
due to their negligence or bad faith.

      SECTION 5.09 Charges of Depositary.

            The Issuer agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Issuer from time to time. The Depositary shall present its statement for
such charges and expenses to the Issuer once every three months. The charges and
expenses of the Custodian are for the sole account of the Depositary.

            The following charges shall be incurred by any party depositing or
withdrawing CUFS or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Issuer or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03), or by Owners, as applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for
the registration of transfers of CUFS generally on the CHESS Subregister and
applicable to transfers of CUFS to or from the name of the Depositary or its
nominee or the Custodian or its nominee on the making of deposits or withdrawals
hereunder, (3) such cable, telex and facsimile transmission expenses as are
expressly provided in this Deposit Agreement, (4) such expenses as are incurred
by the Depositary in the conversion of foreign currency pursuant to Section
4.05, (5) a fee of

                                      -33-

<PAGE>

$5.00 or less per 100 American Depositary Shares (or portion thereof) for the
execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 and
the surrender of Receipts pursuant to Section 2.05 or 6.02, (6) a fee of $.02 or
less per American Depositary Share (or portion thereof) for any cash
distribution made pursuant to the Deposit Agreement, including, but not limited
to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution of
securities pursuant to Section 4.02, such fee being in an amount equal to the
fee for the execution and delivery of American Depositary Shares referred to
above which would have been charged as a result of the deposit of such
securities (for purposes of this clause 7 treating all such securities as if
they were Shares) but which securities are instead distributed by the Depositary
to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion
thereof) for depositary services, which will accrue on the last day of each
calendar year and which will be payable as provided in clause (9) below;
provided, however, that no fee will be assessed under this clause (8) if a fee
was charged pursuant to clause (6) above during that calendar year and (9) any
other charge payable by the Depositary, any of the Depositary's agents,
including the Custodian, or the agents of the Depositary's agents in connection
with the servicing of CUFS or other Deposited Securities (which charge shall be
assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.06 and shall be payable at the sole discretion of the
Depositary by billing such Owners for such charge or by deducting such charge
from one or more cash dividends or other cash distributions).

            The Depositary, subject to Section 2.09 hereof, may own and deal in
any class of securities of the Issuer and its affiliates and in Receipts.

      SECTION 5.10 Retention of Depositary Documents.

            The Depositary is authorized to destroy those documents, records,
bills and other data compiled during the term of this Deposit Agreement at the
times permitted by the laws or regulations governing the Depositary unless the
Issuer requests that such

                                      -34-

<PAGE>

papers be retained for a longer period or turned over to the Issuer or to a
successor depositary.

      SECTION 5.11 Exclusivity.

            The Issuer agrees not to appoint any other depositary for issuance
of American Depositary Receipts so long as The Bank of New York is acting as
Depositary hereunder.

      SECTION 5.12 List of Restricted Securities Owners.

            From time to time, the Issuer shall provide to the Depositary a list
setting forth, to the actual knowledge of the Issuer, those persons or entities
who beneficially own Restricted Securities and the Issuer shall update that list
on a regular basis. The Issuer agrees to advise in writing each of the persons
or entities so listed that such Restricted Securities are ineligible for deposit
hereunder. The Depositary may rely on such a list or update but shall not be
liable for any action or omission made in reliance thereon.

ARTICLE 6. AMENDMENT AND TERMINATION.

      SECTION 6.01 Amendment.

            The form of the Receipts and any provisions of this Deposit
Agreement may at any time and from time to time be amended by agreement between
the Issuer and the Depositary in any respect which they may deem necessary or
desirable. Any amendment which shall impose or increase any fees or charges
(other than taxes and other governmental charges, registration fees, cable,
telex or facsimile transmission costs, delivery costs or other such expenses),
or which shall otherwise prejudice any substantial existing right of Owners,
shall, however, not become effective as to outstanding Receipts until the
expiration of thirty days after notice of such amendment shall have been given
to the Owners of outstanding Receipts. Every Owner at the time any amendment so
becomes effective shall be deemed, by continuing to hold such Receipt, to
consent and

                                      -35-

<PAGE>

agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right of the Owner of any
Receipt to surrender such Receipt and receive therefor the Deposited Securities
represented thereby, except in order to comply with mandatory provisions of
applicable law.

      SECTION 6.02 Termination.

            The Depositary shall at any time at the direction of the Issuer
terminate this Deposit Agreement by mailing notice of such termination to the
Owners of all Receipts then outstanding at least 90 days prior to the date fixed
in such notice for such termination. The Depositary may likewise terminate this
Deposit Agreement by mailing notice of such termination to the Issuer and the
Owners of all Receipts then outstanding if at any time 90 days shall have
expired after the Depositary shall have delivered to the Issuer a written notice
of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.04. On and after
the date of termination, the Owner of a Receipt will, upon (a) surrender of such
Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee
of the Depositary for the surrender of Receipts referred to in Section 2.05, and
(c) payment of any applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt. If any
Receipts shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of Receipts, shall
suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under this Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights as provided
in this Deposit Agreement, and shall continue to deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary (after deducting,

                                      -36-

<PAGE>

in each case, the fee of the Depositary for the surrender of a Receipt, any
expenses for the account of the Owner of such Receipt in accordance with the
terms and conditions of this Deposit Agreement, and any applicable taxes or
governmental charges). At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited Securities then held
hereunder and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it hereunder, unsegregated and without
liability for interest, for the pro rata benefit of the Owners of Receipts which
have not theretofore been surrendered, such Owners thereupon becoming general
creditors of the Depositary with respect to such net proceeds. After making such
sale, the Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of this Deposit Agreement, and any applicable
taxes or governmental charges). Upon the termination of this Deposit Agreement,
the Issuer shall be discharged from all obligations under this Deposit Agreement
except for its obligations to the Depositary under Sections 5.08 and 5.09
hereof.

ARTICLE 7. MISCELLANEOUS.

      SECTION 7.01 Counterparts.

            This Deposit Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument. Copies of this
Deposit Agreement shall be filed with the Depositary and the Custodians and
shall be open to inspection by any holder or Owner of a Receipt during business
hours.

                                      -37-

<PAGE>

      SECTION 7.02 No Third Party Beneficiaries.

            Notwithstanding any terms to the contrary hereof, this Deposit
Agreement is for the exclusive benefit of the parties hereto and shall not be
deemed to give any legal or equitable right, remedy or claim whatsoever to any
other person.

      SECTION 7.03 Severability.

            In case any one or more of the provisions contained in this Deposit
Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby.

      SECTION 7.04 Holders and Owners as Parties; Binding Effect.

            The holders and Owners of Receipts from time to time shall be
parties to this Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance thereof.

      SECTION 7.05 Notices.

            Any and all notices to be given to the Issuer shall be deemed to
have been duly given if in English and personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to James
Hardie Industries N.V., World Trade Center, Strawinskylaan 1725, 1077 JE
Amsterdam, The Netherlands, Attention: Company Secretary or any other place to
which the Issuer may have transferred its principal office.

            Any and all notices to be given to the Depositary shall be deemed to
have been duly given if in English and personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to The
Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
American Depositary Receipt

                                      -38-

<PAGE>

Administration, or any other place to which the Depositary may have transferred
its Corporate Trust Office.

            Any and all notices to be given to any Owner shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to such Owner at the
address of such Owner as it appears on the transfer books for Receipts of the
Depositary, or, if such Owner shall have filed with the Depositary a written
request that notices intended for such Owner be mailed to some other address, at
the address designated in such request.

            Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a post-office
letter box. The Depositary or the Issuer may, however, act upon any cable, telex
or facsimile transmission received by it, notwithstanding that such cable, telex
or facsimile transmission shall not subsequently be confirmed by letter as
aforesaid.

      SECTION 7.06 Governing Law.

            This Deposit Agreement and the Receipts shall be interpreted and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by the laws of the State of New York.

      SECTION 7.07 Compliance with U.S. Securities Laws.

            Notwithstanding any terms of this Deposit Agreement to the contrary,
the Issuer and the Depositary each agrees that it will not exercise any rights
it has under the Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a manner which would violate the United States
securities laws, including, but not limited

                                      -39-

<PAGE>

to, Section I.A.(1) of the General Instructions to the Form F-6 Registration
Statement, as amended from time to time, under the Securities Act of 1933.

      SECTION 7.08 Submission to Jurisdiction; Appointment of Agent for Service
of Process.

            The Issuer hereby (i) irrevocably designates and appoints National
Registered Agents, Inc., 440 9th Avenue, 5th Floor, New York, New York 10001, as
the Issuer's authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or this Agreement, (ii) consents and
submits to the jurisdiction of any state or federal court in the State of New
York in which any such suit or proceeding may be instituted, and (iii) agrees
that service of process upon said authorized agent shall be deemed in every
respect effective service of process upon the Issuer in any such suit or
proceeding. The Issuer agrees to deliver, upon the execution and delivery of
this Deposit Agreement, a written acceptance by such agent of its appointment as
such agent. The Issuer further agrees to take any and all action, including the
filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment in full force and effect for so long
as any American Depositary Shares or Receipts remain outstanding or this
Agreement remains in force. In the event the Issuer fails to continue such
designation and appointment in full force and effect, the Issuer hereby waives
personal service of process upon it and consents that any such service of
process may be made by certified or registered mail, return receipt requested,
directed to the Issuer at its address last specified for notices hereunder, and
service so made shall be deemed completed five (5) days after the same shall
have been so mailed.

      SECTION 7.09 Effective Date.

            The Issuer and the Depositary hereby agree that the effective date
(the "Effective Date") of the Deposit Agreement shall be the date on which the
Commission

                                      -40-

<PAGE>

declares effective the Form F-6 Registration Statement to which this Deposit
Agreement is attached as Exhibit A(1).

      SECTION 7.10 Summary in Respect of CHESS and CUFS.

            The American Depositary Shares represent deposited CUFS. The Receipt
shall contain the following description of CHESS and CUFS:

            CHESS

            CHESS facilitates the transfer of legal title and settlement of
market transactions in Australia with an electronic subregister system. CHESS,
which is operated by ASX Settlement and Transfer Corporation Pty Limited (herein
called ASTC), is the approved securities clearing house (SCH) under s779B of the
Australian Corporations Act 2001 (the "Australian Corporations Act"). This
allows legal title to equities to be validly transferred electronically by
virtue of provisions in the Australian Corporations Act and the SCH Business
Rules.

            Shares of the Issuer may be transferred and held indirectly in CHESS
through the issue of CUFS.

            CUFS

            CUFS are a unit of beneficial ownership in a security of a foreign
issuer, registered in the name of the depositary nominee. The depositary nominee
for the Issuer is CHESS Depositary Nominees Pty Limited (herein called the CUFS
Depositary). The CUFS Depositary is a subsidiary of Australian Stock Exchange
Limited (herein called the ASX). The principal executive office of the CUFS
Depositary is located as of the date of the Deposit Agreement at Level 8, 20
Bridge Street, Sydney NSW 2000, Australia.

            The Articles of Association of the Issuer contain certain provisions
that are relevant to CUFS holders, including, without limitation, any provisions
therein relating to

                                      -41-

<PAGE>

substantial shareholdings and any provisions therein relating to a change in
control of the Issuer. In addition, the terms and conditions relating to CUFS
are determined in accordance with the Australian Corporations Act and the SCH
Business Rules. Those principal terms and conditions are briefly described as
follows:

            (i) Title to CUFS

            Each CUFS represents a unit of beneficial ownership in one Share.
Legal title to the underlying Shares will be held by the CUFS Depositary on
behalf and for the benefit of CUFS holders.

            (ii) Voting

            CUFS holders are entitled to direct the CUFS Depositary as to how to
exercise the voting rights with respect to the underlying Shares represented by
the CUFS.

            (iii) Economic Entitlements

            CUFS holders are entitled to receive from the Issuer directly all
dividends, bonus issues, rights issues and any other economic entitlements in
respect of the underlying Shares represented by the CUFS as if they were the
legal owners of the Shares.

            (iv) Fees

            The CUFS Depositary shall charge no fees or expenses to the CUFS
holder for its services. In the event fees or expenses are accrued in connection
with the services provided by the CUFS Depositary, such fees and expenses shall
be paid by the Issuer to the CUFS Depositary.

            (v) Immobilization of Shares

            The certificate issued to the CUFS Depositary as evidence of its
legal title to Shares is held by the Issuer for safekeeping. The CUFS Depositary
may not create any

                                      -42-

<PAGE>

interest (including a security interest) which is inconsistent with its title to
the Shares and the interests of the holders of CUFS in respect of Shares unless
authorized by the SCH Business Rules.

            (vi) Evidence of Ownership

            The holders of CUFS will not receive physical certificates. The
Issuer will register the Shares in the name of the CUFS Depositary and the CUFS
Depositary will create uncertificated CUFS holdings in the names of the holders.
Statements of beneficial ownership will be issued to all CUFS holders, including
to the Custodian on behalf of holders of Receipts.

            CUFS holders who are sponsored by brokers or non-brokers that
participate in CHESS will receive periodic Holding Statements. The Custodian, as
a sponsored CUFS holder, shall receive periodic Holding Statements. SCH will
issue the Holding Statements on behalf of the CUFS Depositary. CUFS holders who
are sponsored by the Issuer will receive uncertificated holding statements from
the Issuer's Australian registry on behalf of the CUFS Depositary.

            (vii) Converting CUFS to Shares

            A holder of CUFS in CHESS who wishes to convert CUFS to Shares of
the Issuer can do so by instructing its sponsoring CHESS participant (ie, broker
or non-broker participant). The participant transmits a CHESS message to the
Issuer's registry instructing the registry to transfer the Shares from the CUFS
Depositary into the name of the holder. The transfer is effected by a written
instrument signed by the CUFS Depositary, as transferor, and the CUFS holder, as
transferee, to which instrument the Issuer is a signatory or which instrument is
served upon, or acknowledged by, the Issuer. The Issuer will then record the
holder as registered owner of the Shares on the shareholder register and will,
if required, issue a certificate to the holder.

                                      -43-
<PAGE>

            Holders of Shares who wish to convert Shares back to CUFS in CHESS,
can do so by lodging the Share certificate, if applicable, with their sponsoring
CHESS participant and signing the seller side of an Australian standard transfer
form. The participant lodges the Share certificate and transfer form with the
Issuer's registry and transmits a CHESS message to the Issuer's registry
instructing the registry to establish a CHESS holding. The registry then
transfers the securities from the holder's name into the name of the CUFS
Depositary and establishes a CUFS holding in the name of the holder. CHESS, on
behalf of the CUFS Depositary, issues a Holding Statement to the CUFS holders.

                                      -44-
<PAGE>

            IN WITNESS WHEREOF, JAMES HARDIE INDUSTRIES N.V. and THE BANK OF NEW
YORK have duly executed this agreement as of the day and year first set forth
above and all Owners shall become parties hereto upon acceptance by them of
Receipts issued in accordance with the terms hereof.

                                         JAMES HARDIE INDUSTRIES N.V.

                                         By /s/ Peter D. Macdonald
                                            -------------------------------

                                         THE BANK OF NEW YORK,
                                         as Depositary

                                         By: /s/ Vincent J. Cahill, Jr.
                                             ------------------------------
                                             Vincent J. Cahill, Jr.
                                             Vice President

                                      -45-
<PAGE>

                         Exhibit A to Deposit Agreement

NO.                            __________________
                               AMERICAN DEPOSITARY SHARES
                               (Each American Depositary Share represents
                               five (5) deposited CUFS)

                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                      FOR CHESS UNITS OF FOREIGN SECURITIES
                       REPRESENTING ORDINARY SHARES OF THE
                         PAR VALUE OF 0.50 EURO EACH OF
                          JAMES HARDIE INDUSTRIES N.V.
                (INCORPORATED UNDER THE LAWS OF THE NETHERLANDS)

      The Bank of New York as depositary (hereinafter called the "Depositary"),
hereby certifies that____________________, or registered assigns IS THE OWNER OF

                           AMERICAN DEPOSITARY SHARES

representing deposited CHESS Units of Foreign Securities (herein called "CUFS")
of James Hardie Industries N.V., incorporated under the laws of The Netherlands
(herein called the "Company"). At the date hereof, each American Depositary
Share represents five (5) CUFS which are either deposited or subject to deposit
under the deposit agreement at the Australian office of Australia and New
Zealand Banking Group Limited (herein called the "Custodian"). The Depositary's
Corporate Trust Office is located at a different address than its principal
executive office. Its Corporate Trust Office is located at 101 Barclay Street,
New York, N.Y. 10286, and its principal executive office is located at One Wall
Street, New York, N.Y. 10286.

               THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                    101 BARCLAY STREET, NEW YORK, N.Y. 10286

<PAGE>

1.    THE DEPOSIT AGREEMENT.

      This American Depositary Receipt is one of an issue (herein called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as of September 24, 2001 (herein called the
"Deposit Agreement"), by and among the Company, the Depositary, and all Owners
and holders from time to time of Receipts issued thereunder, each of whom by
accepting a Receipt agrees to become a party thereto and become bound by all the
terms and conditions thereof. The Deposit Agreement sets forth the rights of
Owners and holders of the Receipts and the rights and duties of the Depositary
in respect of the CUFS deposited thereunder and any and all other securities,
property and cash from time to time received in respect of such CUFS and held
thereunder (such CUFS, securities, property, and cash are herein called
"Deposited Securities"). Copies of the Deposit Agreement are on file at the
Depositary's Corporate Trust Office in New York City and at the office of the
Custodian.

      The statements made on the face and reverse of this Receipt are summaries
of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is
hereby made. Capitalized terms not defined herein shall have the meanings set
forth in the Deposit Agreement.

2.    SURRENDER OF RECEIPTS AND WITHDRAWAL OF CUFS.

      Upon surrender at the Corporate Trust Office of the Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this Receipt,
and subject to the terms and conditions of the Deposit Agreement, the Owner
hereof is entitled to (i) with respect to the CUFS or other uncertificated
Deposited Securities held through CHESS evidenced by such Receipt, instruct the
Depositary to procure the electronic transfer through CHESS of such CUFS or such
other uncertificated Deposited Securities to an account in the name of the Owner
or such other name as the Owner may direct and (ii) physical delivery, to or
upon the order of such Owner, of any other Deposited Securities at the time
represented by the American Depositary Shares for which this Receipt is issued.
Delivery of such other Deposited Securities, if applicable, may be made by the
delivery of (a) certificates in the name of the Owner hereof or as ordered by
him or by certificates properly endorsed or accompanied by proper instruments of
transfer to such Owner or as ordered by him and (b) any other securities,
property and cash to which such Owner is then entitled in respect of this
Receipt to such Owner or as ordered by him. Such delivery will be made at the
option of the Owner hereof, either at the office of the Custodian or at the
Corporate Trust Office of the Depositary, provided that the forwarding of
certificates for Shares or other Deposited Securities for such delivery at the
Corporate Trust Office of the Depositary shall be at the risk and expense of the
Owner hereof. Notwithstanding any other provision of the Deposit Agreement or
this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may be suspended only for (i) temporary delays caused by closing the
transfer books of the

                                      -2-
<PAGE>

Depositary or the Company or the deposit of Shares in connection with voting at
a shareholders' meeting, or the payment of dividends, (ii) the payment of fees,
taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities.

3.    TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

      The transfer of this Receipt is registrable on the books of the Depositary
at its Corporate Trust Office by the Owner hereof in person or by a duly
authorized attorney, upon surrender of this Receipt properly endorsed for
transfer or accompanied by proper instruments of transfer and funds sufficient
to pay any applicable transfer taxes and the expenses of the Depositary and upon
compliance with such regulations, if any, as the Depositary may establish for
such purpose. This Receipt may be split into other such Receipts, or may be
combined with other such Receipts into one Receipt, evidencing the same
aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered. As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination, or surrender of any Receipt or
withdrawal of any Deposited Securities, the Depositary, the Company, the CUFS
Depositary, the Custodian, or Registrar may require payment from the depositor
of CUFS or the presentor of the Receipt of a sum sufficient to reimburse it for
any tax or other governmental charge and any stock transfer or registration fee
with respect thereto (including any such tax or charge and fee with respect to
CUFS being deposited or withdrawn) and payment of any applicable fees as
provided in this Receipt, may require the production of proof satisfactory to it
as to the identity and genuineness of any signature and may also require
compliance with any regulations the Depositary may establish consistent with the
provisions of the Deposit Agreement or this Receipt.

      The delivery of Receipts against deposits of CUFS generally or against
deposits of particular CUFS may be suspended, or the transfer of Receipts in
particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary, the Company, or the CUFS Depositary at
any time or from time to time because of any requirement of law or of any
government or governmental body or commission, or under any provision of the
Deposit Agreement or this Receipt, or for any other reason, subject to Article
(22) hereof. Without limitation of the foregoing, the Depositary shall not
knowingly accept for deposit under the Deposit Agreement any CUFS if such CUFS,
or the Shares underlying such CUFS, would be required to be registered under the
provisions of the Securities Act of 1933, unless a registration statement is in
effect as to such CUFS or Shares as applicable.

4.    LIABILITY OF OWNER FOR TAXES.

      If any tax or other governmental charge shall become payable with respect
to any Receipt or any Deposited Securities represented hereby, such tax or other
governmental

                                      -3-
<PAGE>

charge shall be payable by the Owner hereof to the Depositary. The Depositary
may refuse to effect any transfer of this Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner hereof any part or all
of the Deposited Securities represented by the American Depositary Shares
evidenced by this Receipt, and may apply such dividends or other distributions
or the proceeds of any such sale in payment of such tax or other governmental
charge and the Owner hereof shall remain liable for any deficiency.

5.    WARRANTIES OF DEPOSITORS.

      Every person depositing CUFS under the Deposit Agreement shall be deemed
thereby to represent and warrant that such CUFS are validly issued, fully paid,
nonassessable and free of any pre-emptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do.
Every such person shall also be deemed to represent that the deposit of such
CUFS and the sale of Receipts evidencing American Depositary Shares representing
such CUFS by that person are not restricted under the Securities Act of 1933.
Such representations and warranties shall survive the deposit of CUFS and
issuance of Receipts.

6.    FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

      Any person presenting CUFS for deposit or any Owner of a Receipt may be
required from time to time to file with the Depositary or the Custodian such
proof of citizenship or residence, exchange control approval, or such
information relating to the registration on the CHESS Subregister, if
applicable, to execute such certificates and to make such representations and
warranties, as the Depositary may deem necessary or proper. The Depositary may
withhold the delivery or registration of transfer of any Receipt or the
distribution of any dividend or sale or distribution of rights or of the
proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed or such
representations and warranties made. No CUFS shall be accepted for deposit
unless accompanied by evidence satisfactory to the Depositary that any necessary
approval has been granted by any applicable governmental body which is then
performing the function of the regulation of currency exchange.

7.    CHARGES OF DEPOSITARY.

      The Company agrees to pay the fees, reasonable expenses and out-of-pocket
charges of the Depositary and those of any Registrar only in accordance with
agreements in writing entered into between the Depositary and the Company from
time to time. The Depositary shall present its statement for such charges and
expenses to the Company once every three months. The charges and expenses of the
Custodian are for the sole account of the Depositary.

                                      -4-
<PAGE>

      The following charges shall be incurred by any party depositing or
withdrawing CUFS or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange regarding the Receipts or
Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of
the Deposit Agreement), whichever applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for
the registration of transfers of CUFS generally on the CHESS Subregister and
applicable to transfers of CUFS to or from the name of the Depositary or its
nominee or the Custodian or its nominee on the making of deposits or withdrawals
under the Deposit Agreement, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in the Deposit Agreement, (4) such expenses
as are incurred by the Depositary in the conversion of foreign currency pursuant
to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100
American Depositary Shares (or portion thereof) for the execution and delivery
of Receipts pursuant to Sections 2.03, 4.03 or 4.04, and the surrender of
Receipts pursuant to Sections 2.05 or 6.02 of the Deposit Agreement, (6) a fee
of $.02 or less per American Depositary Share (or portion thereof) for any cash
distribution made pursuant to the Deposit Agreement including, but not limited
to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of
securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in
an amount equal to the fee for the execution and delivery of American Depositary
Shares referred to above which would have been charged as a result of the
deposit of such securities (for purposes of this clause 7 treating all such
securities as if they were Shares) but which securities are instead distributed
by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary
Share (or portion thereof) for depositary services, which will accrue on the
last day of each calendar year and which will be payable as provided in clause
(9) below; provided, however, that no fee will be assessed under this clause (8)
if a fee was charged pursuant to clause (6) above during that calendar year and
(9) any other charge payable by the Depositary, any of the Depositary's agents,
including the Custodian, or the agents of the Depositary's agents in connection
with the servicing of CUFS or other Deposited Securities (which charge shall be
assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.06 of the Deposit Agreement and shall be payable at
the sole discretion of the Depositary by billing such Owners for such charge or
by deducting such charge from one or more cash dividends or other cash
distributions).

      The Depositary, subject to Article (8) hereof, may own and deal in any
class of securities of the Company and its affiliates and in Receipts.

8.    PRE-RELEASE OF RECEIPTS.

      Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may
execute and deliver Receipts prior to the receipt of CUFS pursuant to Section
2.02 of the Deposit Agreement ("Pre-Release"). The Depositary may, pursuant to
Section 2.05 of the Deposit Agreement, deliver CUFS upon the receipt and
cancellation of Receipts which

                                      -5-
<PAGE>

have been Pre-Released, whether or not such cancellation is prior to the
termination of such Pre-Release or the Depositary knows that such Receipt has
been Pre-Released. The Depositary may receive Receipts in lieu of CUFS in
satisfactory of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts are to
be delivered that such person, or its customer, owns the CUFS or Receipts to be
remitted, as the case may be, (b) at all times fully collateralized with cash or
such other collateral as the Depositary deems appropriate, (c) terminable by the
Depositary on not more than five (5) business days notice, and (d) subject to
such further indemnities and credit regulations as the Depositary deems
appropriate. The number of American Depositary Shares which are outstanding at
any time as a result of Pre-Releases will not normally exceed thirty percent
(30%) of the CUFS deposited under the Deposit Agreement; provided, however, that
the Depositary reserves the right to change or disregard such limit from time to
time as it deems appropriate.

      The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.

9.    TITLE TO RECEIPTS.

      It is a condition of this Receipt and every successive holder and Owner of
this Receipt by accepting or holding the same consents and agrees, that title to
this Receipt when properly endorsed or accompanied by proper instruments of
transfer, is transferable by delivery with the same effect as in the case of a
negotiable instrument; provided, however, that the Depositary, notwithstanding
any notice to the contrary, may treat the person in whose name this Receipt is
registered on the books of the Depositary as the absolute owner hereof for the
purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for all
other purposes.

10.   VALIDITY OF RECEIPT.

      This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual or facsimile signature of a
duly authorized signatory of the Depositary and, if a Registrar for the Receipts
shall have been appointed, countersigned by the manual or facsimile signature of
a duly authorized officer of the Registrar.

11.   REPORTS; INSPECTION OF TRANSFER BOOKS.

      The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission (hereinafter called the "Commission").

      Such reports and communications will be available for inspection and
copying at the public reference facilities maintained by the Commission located
at 450 Fifth Street, N.W., Washington, D.C. 20549.

                                      -6-
<PAGE>

      The Depositary will make available for inspection by Owners of Receipts at
its Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company or the CUFS Depositary which are
both (a) received by the Depositary and the Custodian as the holder of the
Deposited Securities or by the CUFS Depositary as the holder of Shares
underlying the CUFS and (b) made generally available to the holders of such
Deposited Securities or of the Shares underlying the CUFS by the Company or the
CUFS Depositary. The Depositary shall also, upon written request, send to the
Owners of Receipts copies of such reports furnished by the Company pursuant to
the Deposit Agreement. Any such reports and communications, including any such
proxy soliciting material, furnished to the Depositary by the Company shall be
furnished in English.

      The Depositary shall keep books for the registration of Receipts and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Owners of Receipts, provided that such inspection shall not be for the
purpose of communicating with Owners of Receipts in the interest of a business
or object other than the business of the Company or a matter related to the
Deposit Agreement or the Receipts.

12.   DIVIDENDS AND DISTRIBUTIONS.

      Whenever the Depositary shall receive any cash dividend or other cash
distribution on any Deposited Securities, the Depositary shall, if at the time
of receipt thereof any amounts received in a foreign currency can in the
judgment of the Depositary be converted on a reasonable basis into United States
dollars transferable to the United States, and subject to the Deposit Agreement,
convert such dividend or distribution into Dollars if such cash dividend or
other cash distribution is not received in Dollars and shall distribute the
amount thus received (net of the fees of the Depositary as provided in the
Deposit Agreement, if applicable) to the Owners of Receipts entitled thereto,
provided, however, that in the event that the Company, the CUFS Depositary, the
Custodian, or the Depositary shall be required to withhold and does withhold
from such cash dividend or such other cash distribution in respect of any
Deposited Securities an amount on account of taxes, the amount distributed to
the Owners of the Receipts evidencing American Depositary Shares representing
such Deposited Securities shall be reduced accordingly.

      Subject to the provisions of Sections 4.11 and 5.09 of the Deposit
Agreement, whenever the Depositary shall receive any distribution other than a
distribution described in Sections 4.01, 4.03 or 4.04 of the Deposit Agreement,
the Depositary shall cause the securities or property received by it to be
distributed to the Owners of Receipts entitled thereto, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary such
distribution cannot be made proportionately among the Owners of Receipts
entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and

                                      -7-
<PAGE>

practicable for the purpose of effecting such distribution, including, but not
limited to, the public or private sale of the securities or property thus
received, or any part thereof, and the net proceeds of any such sale (net of the
fees of the Depositary as provided in Section 5.09 of the Deposit Agreement)
shall be distributed by the Depositary to the Owners of Receipts entitled
thereto as in the case of a distribution received in cash. Any distributions
received by the Depositary and not distributed to the Owner entitled thereto or
sold as provided in Section 4.02 of the Deposit Agreement shall be deemed to
Deposited Securities and shall be represented by such Owner's Receipts.

      If any distribution upon any Deposited Securities or any securities of the
Company represented by any Deposited Securities results in a dividend in, or
free distribution of, CUFS, the Depositary may distribute to the Owners of
outstanding Receipts entitled thereto, additional Receipts evidencing an
aggregate number of American Depositary Shares representing the amount of CUFS
received as such dividend or free distribution, subject to the terms and
conditions of the Deposit Agreement with respect to the deposit of CUFS and the
issuance of American Depositary Shares evidenced by Receipts, including the
withholding of any tax or other governmental charge as provided in Section 4.11
of the Deposit Agreement and the payment of the fees of the Depositary as
provided in Section 5.09 of the Deposit Agreement. In lieu of delivering
Receipts for fractional American Depositary Shares in any such case, the
Depositary shall sell the amount of CUFS represented by the aggregate of such
fractions and distribute the net proceeds, all in the manner and subject to the
conditions set forth in the Deposit Agreement. If additional Receipts are not so
distributed, each American Depositary Share shall thenceforth also represent the
additional CUFS distributed upon the Deposited Securities represented thereby.

      In the event that the Depositary determines that any distribution in
property (including CUFS and rights to subscribe therefor) is subject to any tax
or other governmental charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a portion of such
property (including CUFS and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners of Receipts
entitled thereto.

13.   CONVERSION OF FOREIGN CURRENCY.

      Whenever the Depositary shall receive foreign currency, by way of
dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, by sale or
in any other manner that it may determine, such foreign currency into Dollars,
and such Dollars shall be distributed to the Owners entitled thereto or, if the
Depositary shall

                                      -8-
<PAGE>

have distributed any warrants or other instruments which entitle the holders
thereof to such Dollars, then to the holders of such warrants and/or instruments
upon surrender thereof for cancellation. Such distribution may be made upon an
averaged or other practicable basis without regard to any distinctions among
Owners on account of exchange restrictions, the date of delivery of any Receipt
or otherwise and shall be net of any expenses of conversion into Dollars
incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement.

      If such conversion or distribution can be effected only with the approval
or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.

      If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary is not convertible on a reasonable
basis into Dollars transferable to the United States, or if any approval or
license of any government or agency thereof which is required for such
conversion is denied or in the opinion of the Depositary is not obtainable, or
if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

      If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make such conversion and distribution in Dollars to the
extent permissible to the Owners entitled thereto and may distribute the balance
of the foreign currency received by the Depositary to, or hold such balance
uninvested and without liability for interest thereon for the respective
accounts of, the Owners entitled thereto.

14.   RIGHTS.

      In the event that the Company shall offer or cause to be offered to the
holders of any Deposited Securities, or any securities of the Company
represented by any Deposited Securities, any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in disposing of such rights on behalf of any Owners and making the net
proceeds available to such Owners or, if by the terms of such rights offering or
for any other reason, the Depositary may not either make such rights available
to any Owners or dispose of such rights and make the net proceeds available to
such Owners, then the Depositary shall allow the rights to lapse. If at the time
of the offering of any rights the Depositary determines in its discretion that
it is lawful and feasible to make such rights available to all Owners or to
certain Owners but not to other Owners, the Depositary may distribute, to any
Owner to whom it determines the distribution to be

                                      -9-
<PAGE>

lawful and feasible, in proportion to the number of American Depositary Shares
held by such Owner, warrants or other instruments therefor in such form as it
deems appropriate.

      In circumstances in which rights would otherwise not be distributed, if an
Owner of Receipts requests the distribution of warrants or other instruments in
order to exercise the rights allocable to the American Depositary Shares of such
Owner under the Deposit Agreement, the Depositary will make such rights
available to such Owner upon written notice from the Company to the Depositary
that (a) the Company has elected in its sole discretion to permit such rights to
be exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable law.

      If the Depositary has distributed warrants or other instruments for rights
to all or certain Owners, then upon instruction from such an Owner pursuant to
such warrants or other instruments to the Depositary from such Owner to exercise
such rights, upon payment by such Owner to the Depositary for the account of
such Owner of an amount equal to the purchase price of the relevant security to
be received upon the exercise of the rights, and upon payment of the fees of the
Depositary and any other charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the relevant security, and the Company shall cause the relevant
security, if Shares, to be delivered to the CUFS Depositary on behalf of such
Owner with instructions to issue CUFS representing such Shares and deliver them
to the Custodian. As agent for such Owner, the Depositary will cause the Shares
so purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement,
and shall, pursuant to Section 2.03 of the Deposit Agreement, execute and
deliver Receipts to such Owner. In the case of a distribution pursuant to the
second paragraph of this Article, such Receipts shall be legended in accordance
with applicable U.S. laws, and shall be subject to the appropriate restrictions
on sale, deposit, cancellation and transfer under such laws.

      If the Depositary determines in its discretion that it is not lawful and
feasible to make such rights available to all or certain Owners, it may sell the
rights, warrants or other instruments in proportion to the number of American
Depositary Shares held by the Owners to whom it has determined it may not
lawfully or feasibly make such rights available, and allocate the net proceeds
of such sales (net of the fees of the Depositary as provided in Section 5.09 of
the Deposit Agreement and all taxes and governmental charges payable in
connection with such rights and subject to the terms and conditions of the
Deposit Agreement) for the account of such Owners otherwise entitled to such
rights, warrants or other instruments, upon an averaged or other practical basis
without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any Receipt or otherwise.

      The Depositary will not offer rights to Owners unless both the rights and
the securities to which such rights relate are either exempt from registration
under the

                                      -10-
<PAGE>

Securities Act of 1933 with respect to a distribution to Owners or are
registered under the provisions of such Act. If an Owner of Receipts requests
distribution of warrants or other instruments, notwithstanding that there has
been no such registration under such Act, the Depositary shall not effect such
distribution unless it has received an opinion from recognized counsel in the
United States for the Company upon which the Depositary may rely that such
distribution to such Owner is exempt from such registration.

      The Depositary shall not be responsible for any failure to determine that
it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.

15.   RECORD DATES.

      Whenever any cash dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities or any securities of the Company
represented by any Deposited Securities, or whenever for any reason the
Depositary causes a change in the number of CUFS that are represented by each
American Depositary Share, or whenever the Depositary shall receive notice of
any meeting of holders of CUFS or the Shares underlying the CUFS or other
Deposited Securities, the Depositary shall fix a record date which date shall,
to the extent practicable, be the same date as the record date set with respect
to the Shares, if any, (a) for the determination of the Owners of Receipts who
shall be (i) entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof or (ii) entitled to give instructions for the
exercise of voting rights at any such meeting, or (b) on or after which each
American Depositary Share will represent the changed number of Shares, subject
to the provisions of the Deposit Agreement.

16.   VOTING OF DEPOSITED SECURITIES.

      Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, if requested in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Owners of Receipts a
notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in such
notice of meeting received from the CUFS Depositary or the Company, (b) a
statement that the Owners of Receipts as of the close of business on a specified
record date will be entitled, subject to any applicable provision of Netherlands
law and of the Articles of Association of the Company, to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
number of Shares represented by CUFS or other Deposited Securities represented
by their respective American Depositary Shares and (c) a statement as to the
manner in which such instructions may be given. Upon the written request of an
Owner of a Receipt on such record date, received on or before the date
established by the Depositary for such purpose (the "Instruction Date"), the
Depositary shall endeavor, in so far as practicable, to instruct, or cause the
Custodian to instruct, the CUFS Depositary to vote or cause to be voted, the
Shares underlying the CUFS in accordance with the instructions received by the
Depositary from Owners. The

                                      -11-
<PAGE>

Depositary shall not instruct, or cause the Custodian to instruct, the CUFS
Depositary to vote the Shares other than in accordance with such Owner's
instructions.

      There can be no assurance that Owners generally or any Owner in particular
will receive the notice described in the preceding paragraph sufficiently prior
to the Instruction Date to ensure that the Depositary will have enough time to
instruct the CUFS Depositary to vote or that the CUFS Depositary will vote the
Shares in accordance with the provisions set forth in the preceding paragraph.

17.   CHANGES AFFECTING DEPOSITED SECURITIES.

      In circumstances where the provisions of Section 4.03 of the Deposit
Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation or any other reclassification of Deposited Securities or
Shares represented by Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation, or sale of assets affecting the Company
or to which it is a party, any securities which shall be received by the
Depositary or a Custodian in exchange for or in conversion of or in respect of
Deposited Securities shall be treated as new Deposited Securities under the
Deposit Agreement, and American Depositary Shares shall thenceforth represent
the new Deposited Securities so received in exchange or conversion, unless
additional Receipts are delivered pursuant to the following sentence. In any
such case the Depositary may, and shall if the Company shall so request, execute
and deliver additional Receipts as in the case of a distribution of Shares which
results in the issuance of CUFS, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities.

18.   LIABILITY OF THE COMPANY AND DEPOSITARY.

      Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or holder of any Receipt, if by reason of any provision of any present or
future law or regulation of the United States or any other country, or of any
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the Articles of Association of the Company, or
by reason of any act of God or war or other circumstances beyond its control,
the Depositary or the Company or any of their respective directors, employees,
agents or affiliates shall be prevented or forbidden from, or be subject to any
civil or criminal penalty on account of, doing or performing any act or thing
which by the terms of the Deposit Agreement it is provided shall be done or
performed; nor shall the Depositary or the Company incur any liability to any
Owner or holder of a Receipt by reason of any non-performance or delay, caused
as aforesaid, in the performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise, any discretion provided for in the
Deposit Agreement. Where, by the terms of a distribution pursuant to Sections
4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or distribution
pursuant to Section 4.04 of the Deposit Agreement, or for any

                                      -12-
<PAGE>

other reason, such distribution or offering may not be made available to Owners
of Receipts, and the Depositary may not dispose of such distribution or offering
on behalf of such Owners and make the net proceeds available to such Owners,
then the Depositary shall not make such distribution or offering, and shall
allow any rights, if applicable, to lapse. Neither the Company nor the
Depositary assumes any obligation or shall be subject to any liability under the
Deposit Agreement to Owners or holders of Receipts, except that they agree to
perform their obligations specifically set forth in the Deposit Agreement
without negligence or bad faith. The Depositary shall not be subject to any
liability with respect to the validity or worth of the Deposited Securities.
Neither the Depositary nor the Company shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or in respect of the Receipts, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it against
all expense and liability shall be furnished as often as may be required, and
the Custodian shall not be under any obligation whatsoever with respect to such
proceedings, the responsibility of the Custodian being solely to the Depositary.
Neither the Depositary nor the Company shall be liable for any action or
nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting CUFS for deposit, any Owner or
holder of a Receipt, or any other person believed by it in good faith to be
competent to give such advice or information. The Depositary shall not be liable
for any acts or omissions made by a successor depositary whether in connection
with a previous act or omission of the Depositary or in connection with any
matter arising wholly after the removal or resignation of the Depositary,
provided that in connection with the issue out of which such potential liability
arises the Depositary performed its obligations without negligence or bad faith
while it acted as Depositary. The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or the effect of any such vote,
provided that any such action or nonaction is in good faith. The Company agrees
to indemnify the Depositary, its directors, employees, agents and affiliates and
any Custodian against, and hold each of them harmless from, any liability or
expense (including, but not limited to, the fees and expenses of counsel) which
may arise out of acts performed or omitted, in accordance with the provisions of
the Deposit Agreement and of the Receipts, as the same may be amended, modified
or supplemented from time to time, (i) by either the Depositary or a Custodian
or their respective directors, employees, agents and affiliates, except for any
liability or expense arising out of the negligence or bad faith of either of
them, or (ii) by the Company or any of its directors, employees, agents and
affiliates. No disclaimer of liability under the Securities Act of 1933 is
intended by any provision of the Deposit Agreement.

19.   RESIGNATION AND REMOVAL OF THE DEPOSITARY.

      The Depositary may at any time resign as Depositary under the Deposit
Agreement by written notice of its election so to do delivered to the Company,
such

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<PAGE>

resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the later of (i) the 120th day after delivery of the
notice to the Depositary or (ii) the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement.
Whenever the Depositary in its discretion determines that it is in the best
interest of the Owners of Receipts to do so, it may appoint substitute or
additional custodian or custodians.

20.   AMENDMENT.

      The form of the Receipts and any provisions of the Deposit Agreement may
at any time and from time to time be amended by agreement between the Company
and the Depositary in any respect which they may deem necessary or desirable.
Any amendment which shall impose or increase any fees or charges (other than
taxes and other governmental charges, registration fees, cable, telex or
facsimile transmission costs, delivery costs or other such expenses), or which
shall otherwise prejudice any substantial existing right of Owners of Receipts,
shall, however, not become effective as to outstanding Receipts until the
expiration of thirty days after notice of such amendment shall have been given
to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any
amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby. In no event shall any amendment impair the right
of the Owner of any Receipt to surrender such Receipt and receive therefor the
Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law.

21.   TERMINATION OF DEPOSIT AGREEMENT.

      The Depositary shall at any time at the direction of the Company terminate
the Deposit Agreement by mailing notice of such termination to the Owners of all
Receipts then outstanding at least 90 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate the Deposit
Agreement by mailing notice of such termination to the Company and the Owners of
all Receipts then outstanding if at any time 90 days shall have expired after
the Depositary shall have delivered to the Company a written notice of its
election to resign and a successor depositary shall not have been appointed and
accepted its appointment as provided in the Deposit Agreement. On and after the
date of termination, the Owner of a Receipt will, upon (a) surrender of such
Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee
of the Depositary for the surrender of Receipts referred to in Section 2.05 of
the Deposit Agreement and (c) payment of any applicable taxes or governmental
charges, be entitled to delivery, to him or upon his order, of the amount of
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt. If any Receipts shall remain outstanding after the date of
termination, the Depositary

                                      -14-
<PAGE>

thereafter shall discontinue the registration of transfers of Receipts, shall
suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under the Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights as provided
in the Deposit Agreement, and shall continue to deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary (after deducting, in each case, the
fee of the Depositary for the surrender of a Receipt, any expenses for the
account of the Owner of such Receipt in accordance with the terms and conditions
of the Deposit Agreement and any applicable taxes or governmental charges). At
any time after the expiration of one year from the date of termination, the
Depositary may sell the Deposited Securities then held under the Deposit
Agreement and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it thereunder, unsegregated and
without liability for interest, for the pro rata benefit of the Owners of
Receipts which have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds.
After making such sale, the Depositary shall be discharged from all obligations
under the Deposit Agreement, except to account for such net proceeds and other
cash (after deducting, in each case, the fee of the Depositary for the surrender
of a Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of the Deposit Agreement, and any
applicable taxes or governmental charges). Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under the
Deposit Agreement except for its obligations to the Depositary under Sections
5.08 and 5.09 of the Deposit Agreement.

22.   COMPLIANCE WITH U.S. SECURITIES LAWS.

      Notwithstanding any terms of the Deposit Agreement or this Receipt to the
contrary, the Company and the Depositary each agrees that it will not exercise
any rights it has under the Deposit Agreement to prevent the withdrawal or
delivery of Deposited Securities in a manner which would violate the United
States securities laws, including, but not limited to, Section I.A.(1) of the
General Instructions to the Form F-6 Registration Statement, as amended from
time to time, under the Securities Act of 1933.

23.   SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.

      The Company hereby (i) irrevocably designates and appoints National
Registered Agents, Inc., 440 9th Avenue, 5th Floor, New York, New York 10001, as
the Company's authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or this Agreement, (ii) consents and
submits to the jurisdiction of any state or federal court in the State of New
York in which any such suit or proceeding may be

                                      -15-
<PAGE>

instituted, and (iii) agrees that service of process upon said authorized agent
shall be deemed in every respect effective service of process upon the Company
in any such suit or proceeding. The Company agrees to deliver, upon the
execution and delivery of this Deposit Agreement, a written acceptance by such
agent of its appointment as such agent. The Company further agrees to take any
and all action, including the filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment in
full force and effect for so long as any American Depositary Shares or Receipts
remain outstanding or this Agreement remains in force. In the event the Company
fails to continue such designation and appointment in full force and effect, the
Company hereby waives personal service of process upon it and consents that any
such service of process may be made by certified or registered mail, return
receipt requested, directed to the Company at its address last specified for
notices hereunder, and service so made shall be deemed completed five (5) days
after the same shall have been so mailed.

24.   EFFECTIVE DATE.

      The Company and the Depositary agree that the effective date (the
"Effective Date") of the Deposit Agreement shall be the date on which the
Commission declares effective the Form F-6 Registration Statement to which the
Deposit Agreement is attached as Exhibit A(1).

25.   SUMMARY IN RESPECT OF CHESS AND CUFS.

      The American Depositary Shares represent deposited CUFS. The following is
a summary description of CHESS and CUFS:

CHESS

      CHESS facilitates the transfer of legal title and settlement of market
transactions in Australia with an electronic subregister system. CHESS, which is
operated by ASX Settlement and Transfer Corporation Pty Limited (herein called
ASTC), is the approved securities clearing house (SCH) under s779B of the
Australian Corporations Act 2001 (the "Australian Corporations Act") This allows
legal title to equities to be validly transferred electronically by virtue of
provisions in the Australians Corporation Law and the SCH Business Rules.

      Shares of the Company may be transferred and held indirectly in CHESS
through the issue of CUFS.

CUFS

      CUFS are a unit of beneficial ownership in a security of a foreign issuer,
registered in the name of the depositary nominee. The depositary nominee for the
Company is CHESS Depositary Nominee Pty Limited (herein called the CUFS
Depositary). The CUFS Depositary is a subsidiary of Australian Stock Exchange
Limited (herein called the ASX). The principal executive office of the CUFS
Depositary is located

                                      -16-
<PAGE>

as of the date of the Deposit Agreement at Level 8, 20 Bridge Street, Sydney NSW
2000, Australia.

      The Articles of Association of the Company contain certain provisions that
are relevant to CUFS holders, including, without limitation, any provisions
therein relating to substantial shareholdings and any provisions therein
relating to a change in control of the Company. In addition, the terms and
conditions relating to CUFS are determined in accordance with the Australian
Corporations Act and the SCH Business Rules. Those principal terms and
conditions are briefly described as follows:

                  (i)   Title to CUFS

      Each CUFS represents a unit of beneficial ownership in one Share. Legal
title to the underlying Shares will be held by the CUFS Depositary on behalf and
for the benefit of CUFS holders.

                  (ii)  Voting

      CUFS holders are entitled to direct the CUFS Depositary as to how to
exercise the voting rights with respect to the underlying Shares represented by
the CUFS.

                  (iii) Economic Entitlements

      CUFS holders are entitled to receive from the Company directly all
dividends, bonus issues, rights issues and any other economic entitlements in
respect of the underlying Shares represented by the CUFS as if they were the
legal owners of the underlying Shares.

                  (iv)  Fees

      The CUFS Depositary shall charge no fees or expenses to the CUFS holder
for its services. In the event fees or expenses are accrued in connection with
the services provided by the CUFS Depositary, such fees and expenses shall be
paid by the Company to the CUFS Depositary.

                  (v)   Immobilization of Shares

      The certificate issued to the CUFS Depositary as evidence of its legal
title to Shares is held by the Company for safekeeping. The CUFS Depositary may
not create any interest (including a security interest) which is inconsistent
with its title to the Shares and the interests of the holders of CUFS in respect
of Shares unless authorized by the SCH Business Rules.

                  (vi)  Evidence of Ownership

                                      -17-
<PAGE>

      The holders of CUFS will not receive physical certificates. The Company
will register the Shares in the name of the CUFS Depositary and the CUFS
Depositary will create uncertificated CUFS holdings in the names of the
investors. Statements of beneficial ownership will be issued to all CUFS
holders, including to the Custodian on behalf of holders of Receipts.

      CUFS holders who are sponsored by brokers or non-brokers that participate
in CHESS will receive periodic Holding Statements. The Custodian, as a sponsored
CUFS holder, shall receive periodic Holding Statements. SCH will issue the
Holding Statements on behalf of the CUFS Depositary. CUFS holders who are
sponsored by the Company will receive uncertificated holding statements from the
Company's Australian registry on behalf of the CUFS Depositary.

                  (vii) Converting CUFS to Shares

      A holder of CUFS in CHESS who wishes to convert their CUFS to Shares of
the Company can do so by instructing its sponsoring CHESS participant (ie,
broker or non-broker participant). The participant transmits a CHESS message to
the Company's registry instructing the registry to transfer the Shares from the
CUFS Depositary into the name of the holder. The transfer is effected by a
written instrument signed by the CUFS Depositary, as transferor, and the CUFS
holder, as transferee, to which instrument the Company is a signatory or which
instrument is served upon, or acknowledged by, the Company. The Company will
then record the holder as registered owner of the Shares on the shareholder
register and will, if required, issue a certificate to the holder.

      Holders of Shares who wish to convert Shares back to CUFS in CHESS, can do
so by lodging the Share certificate, if applicable, with their sponsoring CHESS
participant and signing the seller side of an Australian standard transfer form.
The participant lodges the Share certificate and transfer form with the
Company's registry and transmits a CHESS message to Company's registry
instructing the registry to establish a CHESS holding. The registry then
transfers the securities from the holder's name into the name of the CUFS
Depositary and establishes a CUFS holding in the name of the holder. CHESS, on
behalf of the CUFS Depositary, issues a Holding Statement to the CUFS holders.

                                      -18-