Exhibit 2.1
 
 JAMES HARDIE INDUSTRIES SE
(formerly known as JAMES HARDIE INDUSTRIES N.V.)
 AND
 THE BANK OF NEW YORK MELLON
 As Depositary
 AND
 OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES
 Deposit Agreement
 Dated as of September 24, 2001
 Amended and Restated as of February 19, 2010
 As Further Amended and Restated as of June 17, 2010




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TABLE OF CONTENTS
 ARTICLE 1. DEFINITIONS
    
    
    2SECTION 1.01 American Depositary Shares
    
    
    2SECTION 1.02 Article; Section
    
    
    3SECTION 1.03 CHESS
    
    
    3SECTION 1.04 CHESS Subregister
    
    
    3SECTION 1.05 Commission
    
    
    3SECTION 1.06 CUFS Depositary
    
    
    3SECTION 1.07 CUFS
    
    
    3SECTION 1.08 Custodian
    
    
    4SECTION 1.09 Delivery; Deposit; Surrender; Transfer; Withdraw
    
    
    4SECTION 1.10 Deposit Agreement
    
    
    4SECTION 1.11 Depositary; Corporate Trust Office
    
    
    5SECTION 1.12 Deposited Securities
    
    
    5SECTION 1.13 Dollars; Euro
    
    
    5SECTION 1.14 Holding Statement
    
    
    5SECTION 1.15 Issuer
    
    
    5SECTION 1.16 Owner
    
    
    6SECTION 1.17 Receipts
    
    
    6SECTION 1.18 Registrar
    
    
    6SECTION 1.19 Restricted Securities
    
    
    6SECTION 1.20 SCH
    
    
    6SECTION 1.21 SCH Business Rules
    
    
    7SECTION 1.22 Securities Act of 1933
    
    
    7SECTION 1.23 Shares
    
    
    7ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
    
    
    7SECTION 2.01 Form and Transferability of Receipts
    
    
    7SECTION 2.02 Deposit of CUFS
    
    
    8SECTION 2.03 Execution and Delivery of Receipts
    
    
    9SECTION 2.04 Transfer of Receipts; Combination and Split-up of Receipts
    
    
    10SECTION 2.05 Surrender of Receipts and Withdrawal of CUFS
    
    
    11SECTION 2.06 Limitations on Execution and Delivery, Transfer and Surrender of
Receipts
    
    
    13SECTION 2.07 Lost Receipts, etc
    
    
    14SECTION 2.08 Cancellation and Destruction of Surrendered Receipts
    
    
    14




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SECTION 2.09 Pre-Release of Receipts
    
    
    14SECTION 2.10 Uncertificated American Depositary Shares; DTC Direct Registration
System
    
    
    15ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS
    
    
    18SECTION 3.01 Filing Proofs, Certificates and Other Information
    
    
    18SECTION 3.02 Liability of Owner for Taxes
    
    
    18SECTION 3.03 Warranties on Deposit of Shares
    
    
    19ARTICLE 4. THE DEPOSITED SECURITIES
    
    
    19SECTION 4.01 Cash Distributions
    
    
    19SECTION 4.02 Distributions Other Than Cash, CUFS or Rights
    
    
    20SECTION 4.03 Distributions in CUFS
    
    
    21SECTION 4.04 Rights
    
    
    21SECTION 4.05 Conversion of Foreign Currency
    
    
    24SECTION 4.06 Fixing of Record Date
    
    
    25SECTION 4.07 Voting of Deposited Securities
    
    
    26SECTION 4.08 Changes Affecting Deposited Securities
    
    
    27SECTION 4.09 Reports
    
    
    27SECTION 4.10 Lists of Owners
    
    
    28SECTION 4.11 Withholding
    
    
    28ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER
    
    
    28SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary
    
    
    28SECTION 5.02 Prevention or Delay in Performance by the Depositary or the Issuer
    
    
    29SECTION 5.03 Obligations of the Depositary, the Custodian and the Issuer
    
    
    30SECTION 5.04 Resignation and Removal of the Depositary
    
    
    31SECTION 5.05 The Custodians
    
    
    32SECTION 5.06 Notices and Reports
    
    
    33SECTION 5.07 Distribution of Additional Shares, Rights, etc
    
    
    34SECTION 5.08 Indemnification
    
    
    35SECTION 5.09 Charges of Depositary
    
    
    35SECTION 5.10 Retention of Depositary Documents
    
    
    37SECTION 5.11 Exclusivity
    
    
    37SECTION 5.12 List of Restricted Securities Owners
    
    
    37
 - ii -




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ARTICLE 6. AMENDMENT AND TERMINATION
    
    
    37SECTION 6.01 Amendment
    
    
    37SECTION 6.02 Termination
    
    
    38ARTICLE 7. MISCELLANEOUS
    
    
    39SECTION 7.01 Counterparts
    
    
    39SECTION 7.02 No Third Party Beneficiaries
    
    
    40SECTION 7.03 Severability
    
    
    40SECTION 7.04 Holders and Owners as Parties; Binding Effect
    
    
    40SECTION 7.05 Notices
    
    
    40SECTION 7.06 Governing Law
    
    
    41SECTION 7.07 Compliance with U.S. Securities Laws
    
    
    41SECTION 7.08 Submission to Jurisdiction; Appointment of Agent for Service of
Process
    
    
    42SECTION 7.09 Effective Date
    
    
    42SECTION 7.10 Summary in Respect of CHESS and CUFS
    
    
    43
 - iii -




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DEPOSIT AGREEMENT
 DEPOSIT AGREEMENT
  WHEREAS,




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WHEREAS
 WHEREAS
 NOW, THEREFORE
 ARTICLE 1. DEFINITIONS.
  American Depositary Shares.
  - 2 -




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Article; Section.
  CHESS.
  CHESS Subregister.
  Commission.
  CUFS Depositary.
  CUFS.
  - 3 -




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Custodian.
  Delivery; Deposit; Surrender; Transfer; Withdraw.
  Deposit Agreement.
  - 4 -




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Depositary; Corporate Trust Office.
  Deposited Securities.
  Dollars; Euro.
  Holding Statement.
  Issuer.
  - 5 -




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Owner.
  Receipts.
  Registrar.
  Restricted Securities.
  SCH.
  - 6 -




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SCH Business Rules.
  Securities Act of 1933.
  Shares.
  ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF
RECEIPTS.
 Form and Transferability of Receipts.
  - 7 -




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Deposit of CUFS.
  - 8 -




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Execution and Delivery of Receipts.
  - 9 -




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Transfer of Receipts; Combination and Split-up of Receipts.
  - 10 -




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Surrender of Receipts and Withdrawal of CUFS.
  - 11 -




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- 12 -




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Limitations on Execution and Delivery, Transfer and Surrender of
Receipts.
   - 13 -




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Lost Receipts, etc.
  Cancellation and Destruction of Surrendered Receipts.
  Pre-Release of Receipts.
  - 14 -




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Uncertificated American Depositary Shares; DTC Direct Registration
System.
  mutatis
mutandis
 - 15 -




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- 16 -




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- 17 -




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ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.
 Filing Proofs, Certificates and Other Information
  Liability of Owner for Taxes.
  - 18 -




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Warranties on Deposit of Shares.
  ARTICLE 4. THE DEPOSITED SECURITIES.
 Cash Distributions
  - 19 -




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Distributions Other Than Cash, CUFS or Rights.
  - 20 -




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Distributions in CUFS.
  Rights.
  - 21 -




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- 22 -




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- 23 -




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Conversion of Foreign Currency.
    - 24 -




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Fixing of Record Date.
  - 25 -




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Voting of Deposited Securities.
   - 26 -




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Changes Affecting Deposited Securities.
  Reports.
  - 27 -




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Lists of Owners.
  Withholding.
  ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.
 Maintenance of Office and Transfer Books by the Depositary
   - 28 -




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Prevention or Delay in Performance by the Depositary or the Issuer.
  - 29 -




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Obligations of the Depositary, the Custodian and the Issuer.
     - 30 -




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Resignation and Removal of the Depositary.
  th
  - 31 -




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The Custodians.
  - 32 -




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Notices and Reports.
   - 33 -




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Distribution of Additional Shares, Rights, etc.
   - 34 -




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Indemnification.
   Charges of Depositary.
   - 35 -




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provided however
  - 36 -




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Retention of Depositary Documents.
  Exclusivity.
  List of Restricted Securities Owners.
  ARTICLE 6. AMENDMENT AND TERMINATION.
 Amendment
  - 37 -




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Termination.
  - 38 -




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ARTICLE 7. MISCELLANEOUS.
 Counterparts
  - 39 -




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No Third Party Beneficiaries.
  Severability.
  Holders and Owners as Parties; Binding Effect.
  Notices.
   - 40 -




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Governing Law.
  Compliance with U.S. Securities Laws.
  - 41 -




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Submission to Jurisdiction; Appointment of Agent for Service of
Process.
 th th
 Effective Date.
  - 42 -




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Summary in Respect of CHESS and CUFS.
  CHESS
   CUFS
   - 43 -




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- 44 -




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- 46 -




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JAMES HARDIE INDUSTRIES SEBy:
    /s/ Paul BokotaName:
    Paul BokotaTitle:
    Deputy General CounselTHE BANK OF NEW YORK MELLON,
as DepositaryBy:
    /s/ Joanne F. Di GiovanniName:
    Joanne F. Di GiovanniTitle:
    Vice President - 47 -




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No.AMERICAN DEPOSITARY SHARES(Each American Depositary Share represents five
(5) deposited CUFS)
 THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT
FOR CHESS UNITS OF FOREIGN SECURITIES
REPRESENTING ORDINARY SHARES OF
JAMES HARDIE INDUSTRIES SE
(INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF IRELAND)
 
 AMERICAN DEPOSITARY SHARES
  THE DEPOSITARYS CORPORATE TRUST OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286




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THE DEPOSIT AGREEMENT
   SURRENDER OF RECEIPTS AND WITHDRAWAL OF CUFS .
  - 2 -




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TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS .
   LIABILITY OF OWNER FOR TAXES .
  - 3 -




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WARRANTIES OF DEPOSITORS .
  FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION .
  CHARGES OF DEPOSITARY .
   - 4 -




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provided however
  PRE-RELEASE OF RECEIPTS .
  - 5 -




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TITLE TO RECEIPTS .
  VALIDITY OF RECEIPT .
  REPORTS; INSPECTION OF TRANSFER BOOKS .
    - 6 -




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DIVIDENDS AND DISTRIBUTIONS .
   - 7 -




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CONVERSION OF FOREIGN CURRENCY
  - 8 -




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RIGHTS .
   - 9 -




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- 10 -




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RECORD DATES .
  VOTING OF DEPOSITED SECURITIES .
   - 11 -




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CHANGES AFFECTING DEPOSITED SECURITIES .
  LIABILITY OF THE COMPANY AND DEPOSITARY .
  - 12 -




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RESIGNATION AND REMOVAL OF THE DEPOSITARY
 th
 - 13 -




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AMENDMENT .
  TERMINATION OF DEPOSIT AGREEMENT .
  - 14 -




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COMPLIANCE WITH U.S. SECURITIES LAWS .
  SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.
 th th
 - 15 -




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EFFECTIVE DATE
  SUMMARY IN RESPECT OF CHESS AND CUFS
  CHESS
   CUFS
    - 16 -




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- 17 -




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UNCERTIFICATED AMERICAN DEPOSITARY SHARES; DTC DIRECT REGISTRATION SYSTEM.
  mutatis mutandis
  - 18 -




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