AICF
 NSW Government
 JHINV
 Mallesons Stephen Jaques




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Amending Agreement  Parent Guarantee
  Details
    
    
    1General terms
    
    
    21
    
    Interpretation
    
    
    22
    
    Confirmations and acknowledgement
    
    
    22.1
    
    Confirmation in relation to definition of Guarantor
    
    
    22.2
    
    JHI Confirmation
    
    
    22.3
    
    Conflict
    
    
    32.4
    
    Consideration
    
    
    33
    
    Amendments
    
    
    33.1
    
    Parent Guarantee
    
    
    33.2
    
    Irrevocable Power of Attorney
    
    
    34
    
    Representations and warranties by JHI
    
    
    35
    
    Costs
    
    
    46
    
    General
    
    
    47
    
    Counterparts
    
    
    48
    
    Governing law
    
    
    5Schedule 1  Irish Registration Date Amendments
    
    
    6Schedule 2  Conformed copy of the Parent Guarantee
incorporating the Irish
Registration Date Amendments
    
    
    9Schedule 3  Third Irrevocable Power of Attorney
    
    
    10Signing page
    
    
    11
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9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    i




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Amending Agreement  Parent Guarantee
  Parties
    
    AICF, NSW Governmentand JHINVAICF
    
    Name
    
    Asbestos Injuries
Compensation Fund Limiteda
company limited by guarantee
incorporated under the laws of
the State of New South Wales,
Australia, in its capacity as
trustee for the Charitable Fund
established under the Amended
and Restated Trust Deed dated 14
December 2006 between it as
trustee and JHINVACN
    
    117 363 461Address
    
    Level 7, 233 Castlereagh
Street Sydney New South Wales,
2000NSW 
Government
    
    Name
    
    The State of New South WalesAddress
    
    c/- Department of Premier
and Cabinet, Level 39, Governor
Macquarie Tower, 1 Farrer Place,
Sydney, NSW, 2000JHINV
    
    Name
    
    James Hardie Industries
N.V.a limited liability company
incorporated in The NetherlandsARBN
    
    097 829 895Address
    
    Atrium, 8th
floor, Strawinskylaan 3077,
1077ZX Amsterdam, The
Netherlands (with its Australian
registered office at Level 3, 22
Pitt Street, Sydney in the State
of New South Wales)Recitals
    
    AICF, NSW Government and JHINV are parties to the
Parent Guarantee and wish to amend the Parent Guarantee
on the terms set out in this agreement.Date of
Amending Deed
    
    June 2009
 ã Mallesons Stephen Jaques 
9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    1




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Amending Agreement  Parent Guarantee
  1
    
    InterpretationThese meanings apply unless the contrary intention appears:Irish Registration Datemeans the date on which JHISE is registered by the Registrar of
Companies of Ireland as having its registered office in Ireland.JHImeans:
 (a)
    
    prior to the SE Transformation Date, JHINV;(b)
    
    with effect on and from the SE Transformation Date up to the Irish
Registration Date, JHISE with its corporate seat in the Netherlands; and(c)
    
    with effect on and from the Irish Registration Date, JHISE with its
corporate seat in the Republic of Ireland.
 JHISEmeans JHINV once it has converted from its present corporate form as a Dutch NV
(Naamloze Vernootschap) into an SE (Societas Europaea).Parent Guaranteemeans the Guarantee dated 14 December 2006 between AICF, the NSW
Government and JHINV.SE Transformation Datemeans the date on which JHINV is registered as a Societas
Europaea on the Dutch Trade Register pursuant to European Union Council Regulation
2157/2001.2
    
    Confirmations and acknowledgement2.1
    
    Confirmation in relation to definition of GuarantorEach party confirms that the definition of Guarantor for the purposes of the Parent
Guarantee is a reference to:
 (a)
    
    with effect on and from the SE Transformation Date up to the Irish
Registration Date, JHISE with its corporate seat in the Netherlands; and(b)
    
    with effect on and from the Irish Registration Date, JHISE with its
corporate seat in the Republic of Ireland.
 2.2
    
    JHI ConfirmationJHI confirms that, other than as provided for in clause 3 (Amendments), the Parent
Guarantee remains in full force and effect and enforceable against it up to, including and
after each of the SE Transformation Date and the Irish Registration Date.
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9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    2




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2.3
    
    ConflictIf there is a conflict between the Parent Guarantee and this agreement, the terms of this
agreement prevail.2.4
    
    ConsiderationThis agreement is entered into in consideration of the parties exchange of promises under
this agreement and the receipt of valuable consideration which is hereby acknowledged.3
    
    Amendments3.1
    
    Parent GuaranteeAs from the Irish Registration Date, the Parent Guarantee is amended as set out in
schedule 1. The parties acknowledge that the amendments to the Parent Guarantee effected
by this clause 3.1 are accurately reflected in the conformed copy of the Parent Guarantee
attached at schedule 2.3.2
    
    Irrevocable Power of AttorneyThe parties acknowledge that the Second Irrevocable Power of Attorney dated December 2006
between AICF and NSW Government will be replaced by a Third Irrevocable Power of Attorney
between those parties in the form attached at schedule 3 from the date of execution of
that Third Irrevocable Power of Attorney. To avoid doubt, JHIs execution of this
agreement constitutes its prior written consent to the replacement effected by this clause
3.2 for the purposes of clause 6.3(c) of the Parent Guarantee.4
    
    Representations and warranties by JHIJHI warrants as at the date of this agreement and repeats such warranty as at the SE
Transformation Date and as at the Irish Registration Date that the following is true,
accurate and not misleading:
 (a)
    
    it has been duly incorporated and is validly existing under the laws of the
jurisdiction of its incorporation and has the necessary corporate capacity and power
to enter into this agreement and to perform its obligations under this agreement;(b)
    
    all corporate and other action required to be taken by JHI to authorise the
execution of this agreement and the performance of its obligations under this
agreement has been duly taken;(c)
    
    this agreement has been duly executed on behalf of JHI and constitutes
legal, valid and binding obligations of JHI, enforceable in accordance with their
terms subject to the terms of the opinion from Loyens Loeff delivered to the NSW
Government and the Fund Trustee on or about the date of this agreement;(d)
    
    the execution and performance of this agreement do not conflict with or
result in a breach of any provision of the memorandum or articles of association of
JHI or any provision of any applicable law in force on the
date of this agreement or any deed to which JHI is a party, or on the SE
Transformation Date or the Irish Registration Date;
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9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    3




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(e)
    
    no approval, consent, license or notice to any regulatory or governmental
body (other than such approvals, consents, licenses or notices as have been obtained
or given) is necessary to ensure the validity, enforceability or performance of the
obligations of JHI under this agreement;(f)
    
    the Parent Guarantee as amended by this agreement constitutes legal, valid
and binding obligations of JHI, enforceable in accordance with their terms subject to
the terms of the opinion from Arthur Cox delivered to the NSW Government and the Fund
Trustee on or about the date of this agreement;(g)
    
    the performance of the Parent Guarantee as amended by this agreement does
not conflict with or result in a breach of any provision of the memorandum or
articles of association of JHI or any provision of any applicable law in force on the
date of this agreement;(h)
    
    no approval, consent, license or notice to any regulatory or governmental
body (other than such approvals, consents, licenses or notices as have been obtained
or given) is necessary to ensure the validity, enforceability or performance of the
obligations of JHI under the Parent Guarantee as amended by this agreement; and(i)
    
    without limiting paragraphs (e) and (g) above, Dutch law does not preclude
or otherwise prejudice the agreement of JHI as a Dutch company to the Irish
Registration Date amendments set out in Schedule 1, which will only take effect on
the Irish Registration Date.
 JHI warrants as at the Irish Registration Date, the performance of the Parent Guarantee as
amended by this agreement does not conflict with or result in a breach of any provision of
the memorandum or articles of association of JHI or any provision of any applicable law in
force on the Irish Registration Date.5
    
    CostsEach party shall be responsible for its own costs, charges and expenses in connection
with the preparation, negotiation and execution of this agreement.6
    
    GeneralClause 5 (Notices) of the Parent Guarantee applies to this agreement as if it was
fully set out in this agreement.7
    
    CounterpartsThis agreement may consist of a number of copies each signed by one or more parties
to the deed. If so, the signed copies are treated as making up the one document.8
    
    Governing lawThis agreement is governed by the law in force in the Netherlands, with the exception
of the Netherlands private international law. Any dispute arising out
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9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    4




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of or in connection
with this agreement shall be exclusively decided by the competent court in Amsterdam.
 EXECUTED
 ã Mallesons Stephen Jaques 
9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    5




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Amending Agreement  Parent Guarantee
   1
    
    The definition of Final Funding Agreement in clause 1 (Interpretation) is amended by
inserting the words , as amended from time to time after the word Agreement in the third
line.2
    
    Clause 2.4 (Guarantee) is amended by deleting the sentence This Guarantee is not a
contract of surety (borgtocht). and replacing it with the following sentence:
 The liability of the Guarantor under this Guarantee shall be as sole and primary
obligor and not merely as surety and the Guarantor hereby waives all and any of
its rights as surety which may at any time be inconsistent with any of the
provisions of this Guarantee..
 3
    
    Clause 2.7 (Guarantee) is amended by inserting the words , insolvency, winding-up,
dissolution, examinership, the granting of court protection, administration, composition or
arrangement after the words moratorium of payment in the fifth line.4
    
    Clause 2.9(a) (Guarantee) is amended by inserting the words insolvency, dissolution,
examinership, the granting of court protection, administration, composition or arrangement,
after the words winding-up in the first line.5
    
    Clause 3.2 (Enforcement) is amended by deleting the word (verzuim) in the fourth line and
replacing it with in respect of the making of such Annual Payment.6
    
    Clause 3.3(b) (Enforcement) is amended by:
 
    
    deleting the word a in the first line and replacing it with any insolvency,;
and
    
    inserting the words examinership, the granting of court protection,
administration, composition or arrangement, after the words winding-up in the
second line.
 7
    
    Clause 3.4 (Enforcement) is amended by deleting the words (kort geding) in the third
line.8
    
    Clause 3.5 (Enforcement) is amended by:
 
    
    deleting the word (verrekening), in the first line and replacing it with or;
and
    
    deleting the words or suspension (opschorting).
 9
    
    Clause 3.6 is deleted and replaced with [intentionally blank].10
    
    Clause 3.7(a)(i) (Enforcement) is deleted and replaced with the following:
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9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    6




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(i)
    
    proceed against or exhaust or enforce any security held
from the Performing Subsidiary, any other guarantor or any other Person or
make or file any proof of claim in any insolvency proceedings relative to
the Performing Subsidiary, any other guarantor or any other person,.
 11
    
    Clause 3.7(a)(iii) (Enforcement) is amended by deleting the word Guarantee in the first
line and replacing it with the word Fund.12
    
    Clause 3.7(d) (Enforcement) is amended by inserting a new sub-paragraph (iii) as follows
(and re-numbering sub-paragraph (iii) as sub-paragraph (iv) accordingly):
 (ii)
    
    the right to interpose any defence based upon any claim
of laches or set-off or counterclaim of any nature or description;.
 13
    
    Insert a new clause 3.8 as follows:
 3.8
    
    The Guarantor confirms to the Fund Trustee and the NSW
Government that neither the Fund Trustee nor the NSW Government need advise
the Guarantor of any default by the Performing Subsidiary in respect of the
Guaranteed Obligations.
 14
    
    Clause 5.1 is amended by replacing the existing address details for the NSW Government and
the Guarantor with the following:
 To the NSW Government:Name:
    
    The State of New South Wales, c/-
Department of Premier and CabinetAddress:
    
    Level 39, Governor Macquarie Tower, Farrer Place, Sydney, NSW
2000Fax number:
    
    + 61 2 9228 3062Attention:
    
    Deputy Director-General (Legal)To the Guarantor:Name:
    
    James Hardie Industries S.E.Address:
    
    c/- Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2,
IrelandFax number:
    
    +35 3 618 0618and
    
    Level 3, 22 Pitt Street, Sydney, NSW 2000Fax number:
    
    +61 2 8274 5218Attention:
    
    General Counsel
 15
    
    Clause 6.4 (NSW Governments right to enforce) is deleted.
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9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
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16
    
    Clause 7 (Choice of law and jurisdiction) is deleted and replaced with the following:
 7.
    
    CHOICE OF LAW AND JURISDICTION
 7.1
    
    This Guarantee shall be governed by and
construed in accordance with the laws of Ireland.7.2
    
    The courts of Ireland have exclusive
jurisdiction to settle any dispute arising out of or in connection
with this Guarantee (including a dispute regarding the existence,
validity or termination of this Guarantee) (a Dispute).7.3
    
    The parties hereto agree that the
courts of Ireland are the most appropriate and convenient courts to
settle Disputes and accordingly no party hereto will argue to the
contrary.7.4
    
    This clause 7 is for the benefit of
each of the Fund Trustee and the NSW Government. As a result, each
of the Fund Trustee and the NSW Government shall not be prevented
from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, each of the Fund
Trustee and the NSW Government may take concurrent proceedings in
any number of jurisdictions.
 17
    
    Insert a new clause 9 as follows:
 9.
    

    RULE AGAINST PERPETUITIES
 Nothing in this Guarantee shall authorise or permit the postponement of
any estate or interest arising under the trusts created in this
Guarantee from vesting outside the perpetuity period. In this context
perpetuity period means the period commencing on the date of this
Guarantee and ending on the expiration of 21 years from the date of the
death of the last survivor of the descendants now living of the
President of Ireland, Mary McAleese.
 ã Mallesons Stephen Jaques 
9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
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Amending Agreement  Parent Guarantee
  ã Mallesons Stephen Jaques 
9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    9




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DATED 14 December 2006
 Asbestos Injuries Compensation Fund Limited in its capacity as trustee for the
 Charitable Fund
   The State of New South Wales Government
  James Hardie Industries N.V.
  
 PARENT GUARANTEE
 
 THIS PARENT GUARANTEE




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2 BETWEEN:
 1.
    
    (1)Asbestos Injuries Compensation
Fund Limited (ACN 117 363 461, a company limited by guarantee
incorporated under the laws of the State of New South Wales,
Australia, having its registered office at Level 3, 22 Pitt Street
Sydney New South Wales, in its capacity as trustee for the Charitable
Fund(the Fund Trustee), duly represented by Peter Baker and Joanne
Marchione;and2.
    
    (2) The State of New South Wales,
Level 39, Governor Macquarie Tower, Farrer
Place, Sydney NSW 2000, Australia (the NSW
Government), duly represented by Robert
John Debus;and3.
    
    (3) James Hardie Industries N.V.,a
company incorporated under the laws of the
Netherlands,with its
corporate seat in Amsterdam, the
Netherlands, registered with the trade
register of the Chamber of Commerce with
number 34106455 (the Guarantor), duly
represented by Meredith Hellicar and
Russell Chenu.
 Parties Party
 RECITALS:
 1.
    
    (1) On 1 December 2005 the NSW Government, JHINV and the Performing
Subsidiary entered into the Original Final Funding Agreement with the common intention of
making funding available by JHINV and/or its subsidiaries to pay, on the basis set out in the
Original Final Funding Agreement, Proven Claims (as defined in the Original Final Funding
Agreement) against the Liable Entities (as defined in the Original Final Funding Agreement).
 2.
    
    (2) On 8 June 2006 the Fund Trustee executed a Deed of Accession so as to
become a party to the Original Final Funding Agreement and to give effect to the intention and
agreement of the relevant parties referred to in paragraph 1 above.
 3.
    
    (3) On 8 June 2006 Asbestos Injuries Corporation Fund Limited, the NSW
Government and the Guarantor executed a Parent Guarantee (the Original Parent
Guarantee).
 4.
    
    (4) On 21 November 2006 the parties to the Original Final Funding Agreement
(including the Fund Trustee) entered into Final Funding Agreement, thereby amending and
restating the Original Final Funding Agreement.
 5.
    
    (5) On 14 December 2006 Asbestos Injuries Compensation Fund Limited entered
into the Trust Deed and on December 2006 in its capacity as trustee of the Discretionary Fund
became a party to the Final Funding Agreement by executing a Deed of Accession.
 6.
    
    (6) Pursuant to Clause 10of the Final Funding Agreement, the Guarantor has
agreed to deliver this Guarantee to the Fund Trustee and the NSW Government.
 7.
    
    (6) The NSW Government is not a creditor of the Guarantor in relation to
the payment of the Guaranteed Obligations.




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3 
 IT IS AGREED AS FOLLOWS
 1.
    
    INTERPRETATIONCapitalised terms shall be used herein as such terms are defined in the Final Funding
Agreement (and such terms will be interpreted in accordance with the laws of New South
Wales, Australia, being the governing law of the Final Funding Agreement), unless defined
otherwise in this Guarantee; andFinal Funding Agreement means the deed dated 21 November 2006 between the NSW Government,
JHINV, the Performing Subsidiary and the Fund Trustee which amended and restated the
Original Final Funding Agreement, as amended from time to time.Guarantee means this guarantee.Guaranteed Obligations means any of the payment obligations of the Performing Subsidiary
to the Fund Trustee under the Final Funding Agreement, including the obligation to pay the
Wind-Up or Reconstruction Amount, and Guaranteed Obligation means any one such payment
obligation. Where the Performing Subsidiary would have been liable to make a payment under
the Final Funding Agreement but for the Liquidation or Insolvency of the Performing
Subsidiary or the occurrence of a Wind-up Event or Reconstruction Event in respect of the
Performing Subsidiary, it will be taken still to be liable for the purposes of this
Guarantee.Original Final Funding Agreementmeans the legally binding agreement entitled Final Funding
Agreement dated 1 December 2005 between JHINV, the Performing Subsidiary and the NSW
Government to which the Fund Trustee became a party on 8 June 2006.1A
    
    ORIGINAL PARENT GUARANTEEThe parties agree that this Guarantee supersedes the Original Parent Guarantee and that,
notwithstanding clause 2.2 of the Original Parent Guarantee, on the date on which all
parties duly execute this Guarantee, the Original Parent Guarantee shall be terminated and
the obligations of all parties under it shall be fully and finally discharged. On that date
the Fund Trustee and the NSW Government shall procure that all originals of the executed
Original Parent Guarantee in their possession are promptly returned to the Guarantor.2.
    
    GUARANTEE
 2.1
    
    The Guarantor hereby irrevocably and unconditionally:
 (a)
    
    guarantees to the Fund Trustee the due and punctual performance
by the Performing Subsidiary of the Guaranteed Obligations;(b)
    
    guarantees to the Fund Trustee that, whenever the Performing
Subsidiary does not pay any amount due under any of its Guaranteed Obligations,
the Guarantor shall immediately on first written demand by the Fund Trustee pay
that amount to the Fund Trustee, as if it were the principal obligor thereof;
and(c)
    
    guarantees to the Fund Trustee that it shall immediately on
first written demand by or on behalf of the Fund Trustee pay to the Fund
Trustee, all costs and expenses incurred by the Fund Trustee in relation to the
protection or enforcement of its rights under this Guarantee and all costs and
damages
incurred by the Fund Trustee as a result of the Performing Subsidiary not
fulfilling one or more of the Guaranteed Obligations when due.




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4 
 2.2
    
    The obligations of the Guarantor pursuant to Clause 2.1shall be continuing
obligations and extend to all sums payable by the Performing Subsidiary under the
Guaranteed Obligations. The obligations of the Guarantor pursuant to Clause 2.1shall
remain in full force and effect until all the Guaranteed Obligations shall have been
paid, satisfied or discharged in full. Termination of this Guarantee is only allowed if
and when the Final Funding Agreement is terminated (otherwise than due to breach or
default by the Guarantor or the Performing Subsidiary) and the Performing Subsidiary
has fully discharged all of the Guaranteed Obligations. The obligations of the
Guarantor shall remain in full force in the event that the Performing Subsidiary is
replaced by another subsidiary of the Guarantor in accordance with clause 6.2 of the
Final Funding Agreement.2.3
    
    This Guarantee is a guarantee of performance of the Guaranteed Obligations by
payment of all amounts that are the subject of the Guaranteed Obligations when due and
payable.2.4
    
    The Guarantee is not a contract of surety (borgtocht)The
liability of the Guarantor under this Guarantee shall be as sole and primary obligor
and not merely as surety and the Guarantor hereby waives all and any of its rights as
surety which may at any time be inconsistent with any of the provisions of this
Guarantee. The obligations of the Guarantor hereunder are independent of the
obligations of the Performing Subsidiary and the obligations of any other guarantor of
the obligations of the Performing Subsidiary under the Final Funding Agreement.2.5
    
    Payment by the Guarantor of a portion, but not all, of the Guaranteed
Obligations shall in no way limit, affect, modify, abridge or extinguish the
Guarantors liability for any portion of the Guaranteed Obligations which has not been
paid. Without limiting the generality of the foregoing, if the Fund Trustee is awarded
a judgment in any proceedings brought to enforce the Guarantors obligations to pay a
portion of the Guaranteed Obligations, such judgment shall not be deemed to release the
Guarantor from its obligation to pay the portion of the Guaranteed Obligations that is
not the subject of such proceedings, and such judgment shall not, except to the extent
satisfied by the Guarantor, limit, affect, modify, abridge or extinguish any part of
the Guarantors liability in respect of the Guaranteed Obligations.2.6
    
    This Guarantee is independent of, in addition to and shall not prejudice or
affect or be prejudiced or be affected by any other right, remedy, guarantee, indemnity
or security and may be enforced without first having recourse to the same or any other
mortgage, charge, pledge or lien now or hereafter held by or available to the Fund
Trustee and/or the NSW Government.2.7
    
    If any discharge (whether in respect of the Guaranteed Obligations or any
security for those obligations or otherwise) or arrangement is made in whole or in part
on the faith of any payment, security or other disposition by the Performing Subsidiary
or the Guarantor which is subsequently avoided or which must be restored (without
limitation) on bankruptcy, liquidation, moratorium of payment, winding-up,
insolvency, dissolution, examinership, the granting of court protection,
administration, composition or arrangement or otherwise, the liability of the
Guarantor will continue or be reinstated as if the discharge or arrangement had not
occurred. This clause 2.7 survives the discharge of this Deed.2.8
    
    Unless and until all the Guaranteed Obligations have been satisfied or
discharged in full, the Guarantor shall not, after a claim has been made or by virtue
of any payment




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5 or performance under this Guarantee, in respect of any payment made to
the Fund Trustee and/or the NSW Government:
 (a)
    
    exercise any right of subrogation in respect of or claim to be
subrogated to any rights, security or moneys held, received or receivable by
the Fund Trustee;(b)
    
    exercise against or claim from the Performing Subsidiary any
right of contribution or recourse;(c)
    
    claim as a creditor of the Performing Subsidiary in competition
with the Fund Trustee; or(d)
    
    have the benefit of or take any action to receive or claim any
payment, distribution or security in respect of the Guaranteed Obligations or
amounts payable under this Guarantee from or on account of the Performing
Subsidiary, or exercise any right of set-off as against the Performing
Subsidiary (and the Guarantor waives any right it would otherwise have to have
the benefit of or receive or claim any such payment, distribution or security
or to exercise any such right of set-off).
 2.9
    
    This Guarantee will not be discharged or otherwise affected as security for the
Guaranteed Obligations as a result of any of the following:
 (a)
    
    bankruptcy, moratorium of payment, winding-up, insolvency,
dissolution, examinership, the granting of court protection, administration,
composition or arrangement, reconstruction, liquidation or similar
proceedings relative to the Performing Subsidiary;(b)
    
    any change in the status, function, control or ownership of the
Performing Subsidiary;(c)
    
    any extension of time or other forbearance being granted or
agreed to be granted to the Performing Subsidiary in respect of its Guaranteed
Obligations;(d)
    
    any amendment to, or any increase, variation, waiver or release
of, any of the Guaranteed Obligations or any termination, amendment or
variation of the Final Funding Agreement (and any reference herein to the Final
Funding Agreement shall be taken as referring to the Final Funding Agreement as
amended or varied from time to time);(e)
    
    the taking, variation, compromise, exchange, substitution,
renewal or release of, or refusal or neglect to perfect, take up or enforce,
any rights or remedies against, or security over assets of the Performing
Subsidiary or any other person, or any non-presentment or non-observance of any
formality or other requirement in respect of any instruments or any failure to
realise the full value of any security;(f)
    
    any present or future guarantee, indemnity, mortgage, charge,
pledge, lien or other security or right or remedy held by or available to the
Fund Trustee being or becoming wholly or in part void, voidable or
unenforceable on any ground whatsoever; or




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6 (g)
    
    any other act, event or omission (other than performance by the
Guarantor of this Guarantee) which, but for this clause might operate to
discharge, extinguish, impair or otherwise affect any of the obligations of the
Guarantor contained herein or any of the rights, powers or remedies conferred
in respect of the Guarantor upon the Fund Trustee and/or the NSW Government by
this Guarantee or by law.
 3.
    
    ENFORCEMENT
 3.1
    
    The Fund Trustee may enforce this Guarantee only upon the occurrence of (i) a
breach of any Guaranteed Obligation by the Performing Subsidiary; (ii) a Wind-Up Event;
or (iii) a Reconstruction Event, in accordance with and subject to clause 10 of the
Final Funding Agreement.3.2
    
    A claim under this Guarantee in respect of the obligation of the Performing
Subsidiary to make Annual Payments (and/or instalments thereof) under clause 9 of the
Final Funding Agreement, can only be made if the Performing Subsidiary has been in
default (verzuim)in respect of the making of such Annual
Payment for a period of 40 days from the date when such Annual Payment (or any
instalment thereof) was due, provided that:
 (a)
    
    the Performing Subsidiary or the Guarantor has immediately
provided to the NSW Government reasons for the default and such reasons are
reasonable in the circumstances (for example and without limitation, that the
Guarantor is experiencing temporary cash flow difficulties and is seeking to
rectify that difficulty); and(b)
    
    the Guarantor has promptly after that due date entered into and
continued to pursue or been ready, willing and able to enter into and pursue
discussions with the NSW Government and (if available) the Fund Trustee to
remedy the breach and provides to the Fund Trustee and NSW Government material
particulars of the breach and the proposed remedy or remedies;(c)
    
    the Guarantor is not and does not become Insolvent at any time
during that period; and(d)
    
    subject to clause 10 of the Final Funding Agreement, a
Reconstruction Event does not occur at any time during that period,
 provided that such period shall automatically expire upon any of the requirements in
paragraphs (a) to (d) inclusive (Moratorium Requirements) ceasing to be satisfied.If the Moratorium Requirements remain satisfied at the expiry of the above 40 day
period and if in the opinion of the NSW Government (acting reasonably) there is a
reasonable prospect of the Guarantor or the Performing Subsidiary paying the
outstanding amount within a further period of 50 days, the initial 40 day period
shall be extended once by a further 50 days, save that such period shall
automatically expire upon any of the Moratorium Requirements ceasing to be
satisfied.3.3
    
    Without prejudice to clause 3.2 above, the Fund Trustee shall not be obliged
before bringing a claim under this Guarantee:
 (a)
    
    to take any action against the Performing Subsidiary or to
obtain judgment in any court against the Performing Subsidiary or any other
person;




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##### 



7 (b)
    
    to file any claim in any insolvency, bankruptcy, moratorium of
payment, winding-up, examinership, the granting of court protection,
administration, composition or arrangement, liquidation or similar
proceedings relative to the Performing Subsidiary or any other person; or(c)
    
    to make, enforce or seek to enforce any claim against the
Performing Subsidiary or any other person under any agreement or arrangement.
 3.4
    
    The restrictions to the enforcement of the Guarantee as set out in clause 3.2
of this Guarantee do not apply in respect of claims under or in relation to the
Guarantee brought by the Fund Trustee in summary proceedings (kort
geding) or other proceedings to obtain urgent interlocutory Court relief.3.5
    
    The Guarantor waives any and all rights of set off
(verrekening),or counterclaim or suspension
(opschorting)it may have at any time with respect to amounts payable
hereunder against amounts owed to it by the Fund Trustee.3.6
    
    The Guarantor waives to the fullest extent allowed by the laws of the
Netherlands all rights, privileges, defences and exceptions pursuant to the Articles
6:139, 7:852, 853, 854, 855 and 856 of the Dutch Civil Code.[intentionally
blank]3.7
    
    To the extent permitted by law the Guarantor hereby waives, for the benefit of
the Fund Trustee and the NSW Government:
 (a)
    
    any right to require the Fund Trustee and/or the NSW
Government, as a condition of payment or performance by the Guarantor, to:
 (i)
    
    proceed against or exhaust or enforce
any security held from the Performing Subsidiary, any other
guarantor or any other Person or make or file any proof of claim in any
insolvency proceedings relative to the Performing Subsidiary any
other guarantor or any other Person,(ii)
    
    proceed against or have resort to any balance
of any credit on the books of the Fund Trustee and/or the NSW
Government in favour of the Performing Subsidiary or any other Person,
or(iii)
    
    pursue any other remedy in the power of the
GuaranteeFund Trustee and/or the NSW Government
whatsoever;
 (b)
    
    any defence arising by reason of the incapacity, lack of
authority or any disability or other defence of the Performing Subsidiary or
any other guarantor, including any defence based on or arising out of the lack
of validity or the unenforceability of the Guaranteed Obligations or any
agreement or instrument relating thereto or by reason of the cessation of the
liability of the Performing Subsidiary or any other guarantor from any cause
other than payment in full of the Guaranteed Obligations;(c)
    
    any defence based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor
in other respects more burdensome than that of the principal;




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##### 



8 (d)
 (d)
    
    (i)(e) any principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the terms hereof
and any discharge of the Guarantors obligations hereunder;
 (i)
    
    the benefit of any statute of limitations
affecting the Guarantors liability hereunder or the enforcement
hereof,(ii)
    
    the right to interpose any defence based
upon any claim of laches or set-off or counterclaim of any nature or
description; and(iii)
    
    (iii) promptness, diligence
and any requirement that the Fund Trustee and/or the NSW Government
protect, secure, perfect or insure any security interest or lien or any
property subject thereto;
 (e)
    
    notices, demands, presentments, protests, notices of protest,
notices of dishonour and notices of any action or inaction, including
acceptance hereof, notices of default hereunder, the Final Funding Agreement,
any other Related Agreement or any agreement or instrument related thereto,
notices of any renewal, extension or modification of the Guaranteed Obligations
or any agreement related thereto, notices of any extension of credit to the
Performing Subsidiary and any right to consent to any thereof; and(f)
    
    any defences or benefits that may be derived from or afforded
by law which limit the liability of or exonerate guarantors or sureties, or
which may conflict with the terms hereof.
 3.8
    
    The Guarantor confirms to the Fund Trustee and the NSW Government that
neither the Fund Trustee nor the NSW Government need advise the Guarantor of any
default by the Performing Subsidiary in respect of the Guaranteed Obligations.
 4.
    
    REPRESENTATIONS AND WARRANTIES
 4.1
    
    The Guarantor warrants that the following is true, accurate and not misleading
as of the date of this Guarantee and will at all times after the date of this Guarantee
up to and including the Commencement Date be true accurate and not misleading:
 (a)
    
    The Guarantor has been duly incorporated and is validly
existing under the laws of its jurisdiction and has the necessary corporate
capacity and power to enter into the Guarantee and to perform its obligations
under the Guarantee.(b)
    
    All corporate and other action required to be taken by the
Guarantor to authorise the execution of the Guarantee and the performance of
its obligations under the Guarantee has been duly taken.(c)
    
    The Guarantee has been duly executed on behalf of the Guarantor
and constitutes legal, valid and binding obligations of the Guarantor,
enforceable in accordance with their terms subject to the terms of the opinion
from de
Brauw Blackstone Westbroek referred to in schedule 5 of the Final Funding
Agreement.(d)
    
    The execution and performance of the Guarantee do not conflict
with or result in a breach of any provision of the articles of association of
the Guarantor, including but not limited to its corporate purpose, or any
provision




---



##### 



9 of any applicable law in force on the date of this Guarantee or any
agreement to which the Guarantor is a party.(e)
    
    No approval, consent, license or notice to any regulatory or
governmental body (other than such approvals, consents, licenses or notices as
have been obtained or given) is necessary to ensure the validity,
enforceability or performance of the obligations of the Guarantor under the
Guarantee.
 5.
    
    NOTICES
 5.1
    
    All notices, consents, waivers and other communications under this Guarantee
must be in writing in English and delivered by hand or sent by regular mail, registered
mail, express courier, facsimile or e-mail to the appropriate addresses and facsimile
numbers set out below or to such address and facsimile number as a Party may notify to
the other Party from time to time. A notice shall be effective upon receipt and shall
be deemed to have been received at the time of delivery (if delivered by hand,
registered mail or express courier) or at the time of successful transmission (if
delivered by fax or e-mail).
 To the Fund Trustee:Name:
    
    Asbestos Injuries Compensation Fund LimitedAddress:
    
    Level 3, 18-22 Pitt Street Sydney New South WalesFax number:
    
    +612 8274 5217Attention:
    
    The ChairmanTo the NSW Government:Name:
    
    The State of New South Wales, c/-TheDepartment of Premier and Cabinet
OfficeAddress:
    
    Level 39, Governor Macquarie Tower, Farrer Place, Sydney, NSW 2000Fax number: 
Attention:
    
    + 61 2 9228 3062
Deputy Director-General (Legal)To the Guarantor:Name:
    
    James Hardie Industries NVS.E.Addresses:
    
    Atrium, 8th floor, Strawinskylaan 3077, 1077ZX
Amsterdam, The NetherlandsAddresses:
    
    c/- Arthur Cox, Earlsfort Centre, Earlsfort Terrace,
Dublin 2, IrelandFax number:
    
    +35 3 618 0618andLevel 3, 2022 Pitt Street, Sydney, NSW 2000




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##### 



10 Fax number:
    
    +61 2 8274 5218Attention:
    
    The Chairman and the Chief Financial OfficerGeneral
Counsel
 6.
    
    NSW GOVERNMENTS RIGHT TO ENFORCE
 6.1
    
    6.1The parties agree and acknowledge that clause 16.6 of the
Final Funding Agreement provides that the NSW Government shall be entitled directly to
enforce all promises made by the Guarantor to the Fund Trustee under this Guarantee to
the full extent permitted by law on and subject to the terms of clause 16.6 of the
Final Funding Agreement.6.2
    
    6.2Any person (including, but not limited to, a firm, body
corporate, unincorporated association, court or authority) who deals with the NSW
Government in good faith in relation to this Guarantee may, without enquiry, assume
that the NSW Government has complied with clause 16.6 of the Final Funding Agreement
unless the contrary is proved.6.3
    
    6.3The parties agree and acknowledge that:
 (a)
    
    the Guarantee is a Related Agreement under the Final Funding
Agreement;(b)
    
    under an Irrevocable Power of Attorney, a copy of which is
attached as Annexure A to this Guarantee, and in addition to its rights under
clause 6.1 of this Guarantee, the NSW Government shall have the power directly
to enforce as an attorney of the Fund Trustee under the Irrevocable Power of
Attorney and on behalf of the Fund Trustee all promises made by the Guarantor
to the Fund Trustee under this Guarantee, subject to the terms of clause 16.6
of the Final Funding Agreement;(c)
    
    under the Final Funding Agreement, the NSW Government and the
Fund Trustee covenanted that they will not amend or replace that Irrevocable
Power of Attorney without the prior written consent of the Guarantor, not to be
unreasonably withheld; and(d)
    
    any actions taken by the NSW Government under that Irrevocable
Power of Attorney in respect of this Guarantee are valid and binding to the
extent such actions are made in accordance with that Irrevocable Power of
Attorney.
 6.4
    
    On the legal relationship of the
Beneficiary and the NSW Government vis a vis the Grantor, article 6:16
of the Dutch Civil code does not apply.
 7.
    
    CHOICE OF LAW AND JURISDICTION
 7.1
    
    This Guarantee shall be governed by and construed in accordance with the
laws of Ireland.7.2
    
    The Guarantee is governed by the laws of the Netherlands, with the
exception of the Netherlands private international law. Any dispute arising out of or
in connection with this Guarantee shall be exclusively decided by the competent court
in Amsterdam. The courts of Ireland have exclusive jurisdiction to settle
any dispute arising out of or in connection with this Guarantee (including a dispute
regarding the existence, validity or termination of this Guarantee) (a
Dispute).




---



##### 



11 7.3
    
    The parties hereto agree that the courts of Ireland are the most
appropriate and convenient courts to settle Disputes and accordingly no party hereto
will argue to the contrary.7.4
    
    This clause 7 is for the benefit of each of the Fund Trustee and the NSW
Government. As a result, each of the Fund Trustee and the NSW Government shall not be
prevented from taking proceedings relating to a Dispute in any other courts with
jurisdiction. To the extent allowed by law, each of the Fund Trustee and the NSW
Government may take concurrent proceedings in any number of jurisdictions.
 8.
    
    COUNTERPARTSThis Guarantee may be executed in any number of counterparts. All counterparts together
will be taken to be one instrument.9.
    
    RULE AGAINST PERPETUITIESNothing in this Guarantee shall authorise or permit the postponement of any estate or
interest arising under the trusts created in this Guarantee from vesting outside the
perpetuity period. In this context perpetuity period means the period commencing on the
date of this Guarantee and ending on the expiration of 21 years from the date of the death
of the last survivor of the descendants now living of the President of Ireland, Mary
McAleese.
  Signed for Asbestos Injuries
    
    )Compensation Fund Limited by
    
    )Name: Peter Baker
    
    
    Name:
    Joanne MarchioneDirector / Secretary
    
    
    
    DirectorSigned by Meredith Hellicar
    
    )and Russell Chenu for James
    
    )Hardie Industries N.V.
    
    )Meredith Hellicar
    
    
    Name:
    Russell ChenuChairman
    
    
    
    DirectorSigned by
    
    )for the State of New South Wales
    
    )in the presence of
    
    )Signature of Witness
    
    
    Name:Name of Witness




---



##### 



12 Annexure A
 Irrevocable Power of Attorney




---



##### 



Amending Agreement  Parent Guarantee
  ã Mallesons Stephen Jaques 
9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    10




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##### 



THIRD IRREVOCABLE POWER
OF ATTORNEY
 ASBESTOS INJURIES
COMPENSATION FUND LIMITED
(in its capacity as Trustee of the
Compensation Funds)
 THE STATE OF NEW SOUTH
WALES




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##### 



CONTENTS1.
    
    PRELIMINARY
    
    
    12.
    
    APPOINTMENT
    
    
    13.
    
    CONSIDERATION
    
    
    14.
    
    POWERS
    
    
    25.
    
    VALIDITY OF ACTS AND RATIFICATION
    
    
    36.
    
    DECLARATION
    
    
    37.
    
    USE OF NAME
    
    
    38.
    
    AUTHORITY TO BENEFIT THIRD PARTIES
    
    
    39.
    
    APPOINTMENT IRREVOCABLE
    
    
    410.
    
    US ACKNOWLEDGMENT
    
    
    411.
    
    GOVERNING LAW
    
    
    412.
    
    NOTICES
    
    
    413.
    
    COUNTERPARTS
    
    
    4ATTACHMENT A  DICTIONARY AND INTERPRETATION
    
    
    1
 Page i




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##### 



THIS THIRD IRREVOCABLE POWER OF ATTORNEY
 BETWEEN
 1.
    
    ASBESTOS INJURIES COMPENSATION FUND LIMITED ACN 117 363 461, a company limited by
guarantee incorporated under the laws of the State of New South Wales, Australia, having its
registered office at Level 7, 233 Castlereagh Street, Sydney, New South Wales, in its capacity
as trustee for the Compensation Funds (Appointor)2.
    
    THE STATE OF NEW SOUTH WALES(Attorney)
 THE PARTIES AGREE
 1.
    
    PRELIMINARY
 Defined Terms and Interpretation
 1.1
    
    A term or expression starting with a capital letter which is defined in the Dictionary
in Part 1 of Attachment A (Dictionary), has the meaning given to it in the
Dictionary.1.2
    
    The Interpretation clauses in Part 2 of Attachment A (Interpretation)
set out rules of interpretation for this deed.
 2.
    
    APPOINTMENT
  3.
    
    CONSIDERATION
  Page 1




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##### 



4.
    
    POWERS4.1
    
    Scope
  (a)
    
    subject to clause 10 of the Final Funding Agreement, vote and prove, on behalf of the
Appointor, the Wind-Up or Reconstruction Amount or any debt owing to the Appointer under
clause 6, 9, 10, 15.1 and 15.7 of the Final Funding Agreement and any Relevant Agreement and
make application to any court of competent jurisdiction in relation to any Reconstruction
Event or Insolvency Event of JHI;(b)
    
    subject to clause 10 of the Final Funding Agreement be present and vote at any meeting
relating to any Reconstruction Event or, subject to the Intercreditor Deeds, any Insolvency
Event of JHI, or any other meeting of creditors of JHI where the obligation owed to the
Appointor arises under clause 6, 9, 10, 15.1 or 15.7 of the Final Funding Agreement or any
Relevant Agreement;(c)
    
    individually make submissions to an Insolvency Official or any court having jurisdiction in
connection with any Reconstruction Event or an Insolvency Event of JHI; and(d)
    
    do anything which in the Attorneys opinion is necessary or desirable to ensure the validity
and enforceability of this power of attorney under any applicable law (including without
limitation, stamping or registering this power of attorney or filing this power of attorney
with any government authority).
  Page 2




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##### 



4.2
    
    Exercise(a)
    
    The foregoing powers of enforcement are subject to clause 16.6 of the Final Funding
Agreement.(b)
    
    This power of attorney automatically terminates in the event of the termination of the Final
Funding Agreement.5.
    
    VALIDITY OF ACTS AND RATIFICATION
  (a)
    
    declares that everything done by the Attorney in exercising powers under this power of
attorney is as valid as if it had been done by the Appointor; and(b)
    
    agrees to ratify, confirm and be bound by whatever the Attorney does in exercising powers
under this power of attorney.6.
    
    DECLARATION
  7.
    
    USE OF NAME
  8.
    
    AUTHORITY TO BENEFIT THIRD PARTIES
  Page 3




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##### 



9.
    
    APPOINTMENT IRREVOCABLE
  10.
    
    US ACKNOWLEDGMENT
 28 U.S.C § 459,
§ 953, Rule 9012
 11.
    
    GOVERNING LAW
  12.
    
    NOTICES
  13.
    
    COUNTERPARTS
  Page 4




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##### 



EXECUTED
 EXECUTED ASBESTOS
INJURIES COMPENSATION FUND LIMITED
 /s/ Joanne Marchione
    
    /s/ Dallas BoothSignature of Director*
    
    Signature of Director/Secretary*Joanne Marchione
    
    Dallas BoothName of Director (print)
    
    Name of Director/Secretary (print)/s/ Timothy W Blue
    
    /s/ Timothy W BlueSignature of witness
    
    Signature of witnessTimothy William Blue
    
    Timothy William BlueName of witness (print)
    
    Name of witness (print)
 
 *
    
    Each individual signing this deed on behalf of Asbestos Injuries Compensation Fund Limited
acknowledges that he or she is a director or secretary of the corporation named above and is
authorised to execute this power of attorney on its behalf. Signing page 1




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##### 



SIGNEDby the Honourable John 
Hatzistergos MLC, Attorney General of
New South Wales, for the State of New 
South Wales:/s/ John Hatzistergos Signing page 2




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##### 



ATTACHMENT A  DICTIONARY AND INTERPRETATION
 DICTIONARY AND INTERPRETATION
 (Clause 1.1)
 1.
    
    DICTIONARY
  Amending Agreement (Parent Guarantee)
 Amending Deed to the Intercreditor Deed
 Amending Deed to the Performing Subsidiary Intercreditor Deed
 Claimants
 Compensation Funds
 Controlled Entity
 Cross Guarantee
 Deed of Confirmation
 Final Funding Agreement
 Initial Funding
 Insolvency Event
 Schedule, Page 1




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##### 



Insolvency Official
 Intercreditor Deed
 Irish Registration Date
 JHI
 (a)
    
    until it has transformed into a Societas Europaeaon the SE Transformation Date, JHINV;(b)
    
    with effect on and from the SE Transformation Date up to the Irish Registration Date, JHISE
with its corporate seat in the Netherlands; and(c)
    
    with effect on and from the Irish Registration Date, JHISE with its corporate seat in the
Republic of Ireland,
  JHINV
 JHISE Naamloze Vernootschap Societas Europae
 Notice
 Parent Entity
 Performing Subsidiary
 Person
 Signing page 2




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##### 



Reconstruction Event
 Relevant Agreements
 SE Transformation Date Societas Europaea
 Wind-Up or Reconstruction Amount
 2.
    
    INTERPRETATION
  (a)
    
    Headings are for convenience only and do not affect the interpretation of this deed.(b)
    
    The singular includes the plural and vice versa.(c)
    
    Words that are gender neutral or gender specific include each gender.(d)
    
    Where a word or phrase is given a particular meaning, other parts of speech and grammatical
forms of that word or phrase have corresponding meanings.(e)
    
    The words such as, including, particularly and similar expressions are not used as nor
are intended to be interpreted as words of limitation.(f)
    
    A reference to:
 (i)
    
    a thing (including but not limited to a chose in action or other right)
includes a part of that thing;(ii)
    
    a document includes all amendments or supplements to that document;(iii)
    
    a clause, term, party, schedule or attachment is a reference to a clause or
term of, or party, schedule or attachment to this deed;
 Signing page 3




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##### 



(iv)
    
    this deed includes all schedules and attachments to it;(v)
    
    an agreement other than this deed includes an undertaking, or legally
enforceable arrangement or understanding whether or not in writing; and(vi)
    
    a monetary amount is in Australian dollars.
 Signing page 4




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##### 



Amending Agreement  Parent Guarantee
  DATED: 23 June 2009
 SIGNEDby The Honourable John Hatzistergos
MLC 
Attorney-General of New South Wales 
for THE STATE OF NEW SOUTH WALESin the
presence of:
/s/ Leigh Rae Sanderson

Signature of witness 
Leigh Rae Sanderson

Name of witness (block letters)
    
    )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
    
    /s/ John Hatzistergos


Signature 
Attorney General

Office of SignatoryEXECUTEDby ASBESTOS INJURIES
COMPENSATION FUND LIMITEDin
accordance with section 127(1) of
the Corporations Act 2001 (Cwlth)
by authority of its directors:
/s/ Joanne Marchione

Signature of director 
Joanne Marchione

Name of director (block letters)
    
    )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
    
    /s/ Dallas Booth


Signature of director/company 
secretary*
*delete whichever is not applicable 
Dallas Booth

Name of director/company secretary*
(block letters)
*delete whichever is not applicable
 ã Mallesons Stephen Jaques 
9955394_2
    

Amending Agreement  Parent Guarantee 
16 June 2009
    
    11




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##### 



EXECUTEDby 
Marcin Firek and 
Sean OSullivan 
as an authorised signatory for, andSEALED AND DELIVEREDas a deed by,
JAMES HARDIE INDUSTRIES N.V.in
the presence of:
/s/ T. W. Blue

Signature of witness 
T. W. Blue

Name of witness (block letters)
    
    )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
    
    /s/ Marcin Firek


By executing this agreement the 
signatory states that the signatory
has received no notice of revocation
of the authority under which the
signatory signs this agreement 
Attorney


Position
/s/ Sean OSullivan


By executing this agreement the 
signatory states that the signatory
has received no notice of revocation
of the authority under which the
signatory signs this agreement 
Attorney

Position
 ã Mallesons Stephen Jaques 
9955394_2
    
    Amending Agreement  Parent Guarantee 
16 June 2009
    
    12