##### 



James
Hardie Industries N.V.
 Asbestos Injuries Compensation Fund Limited (Trustee)
 Asbestos Injuries
 Compensation Fund
 Trust Deed
 CONFORMED COPY




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1. DEFINITIONS AND INTERPRETATION
    
    
    21.1 Definitions
    
    
    21.2 General Interpretation
    
    
    112. APPOINTMENT AND DECLARATION OF TRUST
    
    
    122.1 Acknowledgement
    
    
    122.2 Establishment of Fund and Appointment
    
    
    122.3 Acceptance and Declaration
    
    
    122.4 Name and Location of Fund
    
    
    133. PURPOSE
    
    
    134. TRUSTEE
    
    
    154.1 The Trustee
    
    
    154.2 General powers of the Trustee
    
    
    154.3 General Administration of Fund Property
    
    
    154.4 Control of Liable Entities
    
    
    164.5 Contracting and Investing powers
    
    
    164.6 Powers of Delegation and Appointment
    
    
    184.7 Compliance with Transaction Legislation
    
    
    194.8 Limitations on Powers of the Trustee
    
    
    194.9 Exercise of Discretion
    
    
    204.10 Compliance with the Final Funding Agreement
    
    
    204.11 Trustees standard of duty
    
    
    204.12 Reliance on Advice
    
    
    204.13 Remuneration
    
    
    215. LIABILITY
    
    
    216. INDEMNITY AND INSURANCE
    
    
    217. APPOINTMENT OF NEW TRUSTEE
    
    
    238. THIRD PARTIES
    
    
    249. FAILURE OF THE TRUSTEE AND TERMINATION OF THE FUND
    
    
    2410. AMENDMENTS
    
    
    2411. FINANCES OF THE FUND
    
    
    2412. ACTION BY THE TRUSTEE
    
    
    2512.1 Actions through Board of Directors
    
    
    2512.2 Compliance with Tax Exemption
    
    
    2513. CERTIFICATES
    
    
    2614. GOVERNING LAW
    
    
    2615. NO ENFORCEMENT BY THIRD PARTIES
    
    
    26




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- 1 - Asbestos Injuries (JH) Compensation Fund Trust Deed
 Date
    
    
    7 April20061.
    
    
    James Hardie Industries N.V.ARBN 097829895, a limited liability company incorporated in the
Netherlands and having its
registered office at 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) (the Settlor)Parties
    
    
    2.
    
    
    Asbestos Injuries Compensation
Fund Limited(ACN 117 363 461) a
company limited by guarantee having
its registered address at Level 3,
18-22 Pitt Street, Sydney, New South
Wales (the Trustee)Recitals
    
    
    A.
    
    
    JHINV, the NSW Government and the
Performing Subsidiary have entered
into a long term funding agreement
(Final Funding Agreement )
intended to ensure that funding
is made available by JHINV and/or
its subsidiaries to compensate, on
the basis set out in the Final
Funding Agreement, proven current
and future Australian Claimants
against the Liable Entities.B.
    
    
    In accordance with the Final
Funding Agreement, the Settlor
wishes to establish a trust fund
which will constitute the Fund.C.
    
    
    The Settlor has paid the Settled
Sum to the Trustee before the date
of this Deed, and the Trustee has
agreed to be the trustee of the Fund
and to hold the Settled Sum and the
other Fund Property on trust for the
Fund Purpose in accordance with this
Deed.D.
    
    
    Upon the establishment of the
Fund, it is contemplated that the
parties to the Final Funding
Agreement will procure that the
Trustee, by executing a Deed of
Accession, will become a party to
the Final Funding Agreement to give
effect to the intention and
agreement of the relevant parties
referred to in the preceding
paragraphs.E.
    
    
    It is the intention of the
parties to the Final Funding
Agreement that all of the issued
shares in the Liable Entities will
be transferred to the Trustee to
hold on trust for the Fund Purpose
and that the Trustee manage itself
or through one or more of the Liable
Entities, or otherwise cause to be
managed, the response to all Payable
Liabilities for itself or for or on
behalf of the Liable Entities.F.
    
    
    The NSW Government is to pass the
Transaction Legislation, inter alia,
to validate the existence of the
Fund, and to confer certain powers
and responsibilities on the Trustee.




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- 2 - IT IS AGREED
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsIn this Deed (including the Recitals) unless the context requires otherwise, terms defined
in the Final Funding Agreement or in the Transaction Legislation bear their corresponding
meaning, and:ABN 60means ABN 60 Pty Limited (ABN 60 000 009 263).Amabameans Amaba Pty Limited (ABN 98 000 387 342).Amacameans Amaca Pty Limited (ABN 49 000 035 512).Annual Contribution Amountmeans the amount specified in clause 9.4 of the Final Funding
Agreement.Annual Paymentmeans for each year, the payment to be made pursuant to clause 9.3 of the
Final Funding Agreement.Appointeemeans any executive, director or employee of the Trustee appointed to the board of
directors or any other governing body of an Investee.Appointormeans each Person entitled to appoint one or more Directors.Approved Actuarymeans an actuarial firm which:
 (a)
    
    has been appointed in accordance with clause 5.15 of the Final Funding
Agreement and which nominates a principal who is an approved actuary under the
Insurance Act 1973 or who has qualifications under equivalent legislation of another
relevant jurisdiction;(b)
    
    has relevant and substantive experience and expertise in Asbestos-related
liability provisioning appropriate to undertake the determination referred to in clause
14.4 of the Final Funding Agreement;(c)
    
    has no interest or duty which conflicts or may conflict with his functions as
contemplated under this deed as the Approved Actuary; and(d)
    
    is not affiliated with the accounting firm, performing the role of Approved
Auditor during the term of the Approved Actuarys appointment,
 or, where the circumstances set out in clause 5.15(f) of the Final Funding Agreement apply,
an actuarial firm determined in accordance with that clause.Approved Auditormeans the auditor of the Trustee to be appointed by the Trustee in
accordance with clause 5.12 of the Final Funding Agreement.Asbestosmeans the fibrous form of those mineral silicates that belong to the
serpentine or amphibole groups of rock-forming minerals, including actinolite, amosite
(brown asbestos), anthophyllite, chrysotile (white asbestos), crocidolite (blue asbestos)
and tremolite.




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- 3 - Asbestos Mining Activitieshas the meaning given in the Marlew Legislation.Audited Financial Statementsmeans, in respect of a Person and a Financial Year the audited
consolidated financial statements of that Person for that Financial Year prepared in
accordance with the following generally accepted accounting principles (GAAP), consistently
applied throughout that Financial Year:
 (a)
    
    where that Person is Listed at the time the relevant audit report is signed, the
generally accepted accounting principles used in that Persons published financial
reports; or(b)
    
    where that Person is not Listed at that time and paragraph (c) does not apply, US
GAAP or such other GAAP as is commonly applied by multinational companies at that time
in respect of their financial statements; or(c)
    
    where that Person is not Listed at that time and it and its subsidiaries
operates wholly or predominantly in one jurisdiction, the generally accepted accounting
principles of that jurisdiction.
 Australiahas the meaning given in Section 17 of the Acts Interpretation Act
1901(Cth), as in force at the date of this deed.Claimantmeans an individual (or legal personal representative of an individual) who
makes a Personal Asbestos Claim or a Marlew Claim.Claims Legal Costsmeans all costs, charges, expenses and outgoings incurred or
expected to be borne by the Trustee or the Liable Entities in respect of legal advisors,
other advisors, experts, Court proceedings and other dispute resolution methods in
connection with Personal Asbestos Claims and Marlew Claims but in all cases excluding any
costs included as a component of calculating a Proven Claim.Claims Management Agreementmeans an agreement between the Trustee and a Liable
Entity whereby the Liable Entity agrees that the Trustee or a Person designated by the
Trustee will manage all claims against the Liable Entity in accordance with the provisions
of this Deed, the Final Funding Agreement and the Transaction Legislation.Commencement Datehas the meaning given to that term in clause 1 of the
Principal Deed.Commonwealthmeans the Commonwealth of Australia.Concurrent Wrongdoerin relation to a personal injury or death claim for damages
under common law or other law (disregarding any law which comes into force in breach of
clause 13 of the Final Funding Agreement and which breach has been notified to the NSW
Government under clause 16.5 of the Final Funding Agreement), means a Person whose acts or
omissions, together with the acts or omissions of one or more Liable Entities or Marlew or
any member of the JHINV Group (whether or not together with any other Persons) caused,
independently of each other or jointly, the damage or loss to another Person that is the
subject of that claim.Constitutionmeans the constitution of the Trustee.Constitutional Provisionsmeans the clauses required to be included in the Constitution, as
set out in the Schedule to this Deed.




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- 4 - Contribution Claimmeans a cross-claim or other claim under common law or other law
(disregarding any law which comes into force in breach of clause 13 of the Final Funding
Agreement and which breach has been notified to the NSW Government under clause 16.5 of the
Final Funding Agreement):
 (a)
    
    for contribution by a Concurrent Wrongdoer against a Liable Entity or a member
of the JHINV Group in relation to facts or circumstances which give rise to a right of
a Person to make a Personal Asbestos Claim or a Marlew Claim; or(b)
    
    by another Person who is entitled under common law (including by way of
contract) to be subrogated to such a first mentioned cross-claim or other claim,
 provided that any such claim of the kind described in clause 13.7 of the Final Funding
Agreement shall be subject to the limits contained in that clause.Controlled Entitymeans, in respect of a Person, another Person in respect of which the
first-mentioned Person is required to consolidate in its Audited Financial Statements but,
in the case of JHINV, does not include any Liable Entity or the Trustee. For the avoidance
of doubt, JHINV is not a Controlled Entity of JHINV.Corporations Actmeans the Corporations Act 2001(Cth).Courtmeans a court or tribunal in Australia having jurisdiction to hear and determine
common law personal injury and death claims arising from exposure to Asbestos.Cross Guaranteemeans any guarantee or indemnity (or other covenant to secure
satisfaction of any payment or obligation) given by a Controlled Entity of JHINV to secure
satisfaction of any payment or obligation of any Controlled Entity of JHINV to a Lender
which is entitled or becomes entitled to the benefit of the Intercreditor Deeds in
accordance with clause 2.2of that deed.Deed of Accessionmeans a deed of accession in the form set out in Annexure 1 to the
Final Funding Agreement.Directormeans a director of the Trustee appointed in accordance with clause 5 or clause
16.3 of the Final Funding Agreement.Excluded Marlew Claimmeans a Marlew Claim:
 (a)
    
    covered by the indemnities granted by the Minister of Mineral Resources under
the deed between the Minister, Fuller Earthmoving Pty Limited and James Hardie
Industries Limited dated 11 March 1996; or(b)
    
    by a current or former employee of Marlew in relation to an exposure to
Asbestos in the course of such employment to the extent:
 (i)
    
    the loss is recoverable under a Workers Compensation Scheme or
Policy; or




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- 5 - (ii)
    
    the Claimant is not unable to recover damages from a Marlew
Joint Tortfeasor in accordance with the Marlew Legislation;
 (c)
    
    by an individual who was or is an employee of a person other than Marlew
arising from exposure to Asbestos in the course of such employment by that other person
where such loss is recoverable from that person or under a Workers Compensation Scheme
or Policy; or(d)
    
    in which another defendant (or its insurer) is a Marlew Joint Tortfeasor from
whom the plaintiff is entitled to recover compensation in proceedings in the Dust
Diseases Tribunal, and the Claimant is not unable to recover damages from that Marlew
Joint Tortfeasor in accordance with the Marlew Legislation.
 Final Paymentmeans the payment referred to in clause 9.9 of the Final Funding
Agreement.Final Funding Agreementmeans the deed of that name dated 1 December 2005 between the
initial parties JHINV, the Performing Subsidiary and the NSW Government.Financial Yearmeans a year ending on 31 March, or if there is any change from time
to time to the Financial Year of the JHINV Group, the twelve-month period as ends on the new
end date adopted by JHINV except that the first such Financial Year after that change shall
be a period of not less than six months and not greater than 18 months ending on the new end
date.First Release Billmeans the James Hardie (Civil Liability) Bill2005(NSW) as
initialled by the parties to the Final Funding Agreement for the purposes of identification.Fundmeans the trust constituted by this Deed (referred to as the Fund in the Final
Funding Agreement).Fund Accountmeans a bank account within New South Wales to be designated the Asbestos
Injuries Compensation Fund Account (referred to as the Fund Account in the Final Funding
Agreement).Fund Propertymeans the assets referred to in clause 2.3.Fund Purposemeans the purpose set out in clause 3.Funding Obligationsmeans each obligation of the Performing Subsidiary to make a Funding
Payment.Funding Paymentsmean:
 (a)
    
    the Initial Funding payable under clause 9.2 of the Final Funding Agreement
(which, for the avoidance of doubt, includes the Additional Payment as defined
therein);(b)
    
    the Annual Payments payable under clause 9.3 of the Final Funding Agreement;
and




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- 6 - (c)
    
    any Final Payment payable under clause 9.9 of the Final Funding Agreement,
 and Funding Paymentmeans any of those payments.Initial Fundinghas the meaning given to that term in clause 1 of the Final Funding
Agreement.Insolvency Eventmeans in respect of a Person, the occurrence in respect of that Person of
any one or more events referred to in paragraphs (a) to (b) of the definition of
Insolvent.A Person is Insolventif the Person:
 (a)
    
    admits in writing its inability to pay its debts as they become due (otherwise
than as contemplated in clause 16.6 of the Final Funding Agreement);(b)
    
    was established under Dutch law and files a petition with any court in the
Netherlands in relation to its bankruptcy (faillissement) or seeking an order for a
suspension of payments (surseance van betaling);(c)
    
    files, or consents by answer or otherwise to the filing against it of, a
petition for relief or insolvent reorganisation or insolvent arrangement or any other
petition in bankruptcy, for liquidation or to take advantage of any bankruptcy,
insolvency, insolvent reorganisation, insolvent moratorium or other similar law of any
jurisdiction (including, without limitation, a filing by the Person under Chapter 7 or
Chapter 11 of the US Bankruptcy Code, provided that where the filing is a filing under
Chapter 11 of that Code, the Person:
 (i)
    
    is at the time of filing unable to pay its debts generally as
and when they become due; or(ii)
    
    in the case of JHINV, after it makes such a filing, fails to
pay a JHINV Contribution or other amount under the JHINV Guarantee when such
payment would (but for the moratorium granted as a result of that filing) have
been due for 30 days after that due date and also provided that in any such
filing under Chapter 11 of that Code a Person is Insolvent no later than the
earliest date as of which creditors may vote on any matter or accept or reject
a plan of reorganisation;
 (d)
    
    makes an assignment for the benefit of its creditors generally;(e)
    
    consents to the appointment of a custodian (not being a nominee for the
person), receiver, receiver and manager, trustee or other officer with similar powers
with respect to it or with respect to a substantial part of its property;(f)
    
    consents to the appointment of an insolvency administrator or such an
insolvency administrator is appointed and that appointment is not terminated within 28
days;(g)
    
    is adjudicated as insolvent or to be liquidated, in each case, by a court of
competent jurisdiction; or(h)
    
    is subject to a Wind-Up Event;




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- 7 - and Insolvencyhas a corresponding meaningIntercreditor Deedsmeans the deeds substantially in the form set out in Annexures 7A and 7B
to the Final Funding Agreement, as may be amended with the agreement of JHINV and the NSW
Government (in each case acting reasonably) as the result of the review by, and negotiations
with JHINVs existing bank Lenders.Investeemeans any entity in which the Fund has made or wishes to make an Investment.Investmentmeans an investment by the Trustee.Irrevocable Power of Attorneymeans the deed in the form set out at Annexure 9 of the Final
Funding Agreement.JHINVmeans James Hardie Industries NV (ARBN 097 829 895) incorporated in the Netherlands
and having its registered office at Atrium, Unit 04-07, Strawinskylaan 3077, 1077ZX
Amsterdam, The Netherlands (with its Australian principal office at Level 3, 22 Pitt Street,
Sydney in the State of New South Wales).JHINV Contributionsmeans the payments to be made by JHINV or the Performing Subsidiary
under clause 9 of the Final Funding Agreement.JHINV Groupmeans JHINV and its Controlled Entities from time to time, excluding the Trustee
and any of the Liable Entities, if they are or become such Controlled Entities.JHINV Guaranteemeans the deed set out in the form of Annexure 5 of the Final Funding
Agreement.Liable Entitiesmeans Amaca, Amaba and ABN 60.Marlewmeans the company registered under the Corporations Actas Marlew Mining Pty Limited
(ACN 000 049 650) that was formerly called Asbestos Mines Pty Limited and includes any
successor to or continuation of that company.Marlew Claimmeans, subject to clause 13.7 of the Final Funding Agreement, a claim which
satisfies one of the following paragraphs and which is not an Excluded Marlew Claim:
 (a)
    
    any present or future personal injury or death claim by an individual or the
legal personal representative of an individual for damages under common law or other
law (disregarding any law which comes into force in breach of clause 13 of the Final
Funding Agreement and which breach has been notified to the NSW Government under
clause 16.5 of the Final Funding Agreement) which:
 (i)
    
    arose or arises from exposure to Asbestos in the Baryulgil
region from Asbestos Mining Activities at Baryulgil conducted by Marlew,
provided that:
 (A)
    
    the individuals exposure to Asbestos occurred
wholly within Australia; or




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- 8 - (B)
    
    where the individual has been exposed to
Asbestos both within and outside Australia, the amount of damages
included in the Marlew Claim shall be limited to the amount
attributable to the proportion of the exposure which caused or
contributed to the loss or damage giving rise to the Marlew Claim which
occurred in Australia;
 (ii)
    
    is commenced in New South Wales in the Dust Diseases Tribunal; and(ii)
    
    is or could have been made against Marlew had Marlew not been
in external administration or wound up, or could be made against Marlew on the
assumption (other than as contemplated under the Marlew legislation) that
Marlew will not be in the future in external administration;
 (b)
    
    any claim made under compensation to relatives legislation by a relative of a
deceased individual (or personal representative of such a relative) or (where permitted
by law) the legal personal representative of a deceased individual in each case where
the individual, but for such individuals death, would have been entitled to bring a
claim of the kind described in paragraph (a); or(c)
    
    a Contribution Claim relating to a claim described in paragraphs (a) or (b).
 Marlew Joint Tortfeasormeans any Person who is or would be jointly and severally liable
with Marlew in respect of a Marlew Claim, had Marlew not been in external administration or
wound up, or on the assumption other than as contemplated in the Marlew legislation that
Marlew will not in the future, be in external administration or wound up.Marlew legislationmeans the legislation set out in Part 4 of the First Release Bill.NSW Government Auditormeans an auditor engaged in accordance with and for the purposes set
out in clause 5.13 of the Final Funding Agreement.Operating Expensesmeans the reasonable operating costs, expenses and Taxes of the Trustee
or Liable Entities of conducting the activities referred to in clause 4.2 of the Final
Funding Agreement but excludes any Claims Legal Costs.Payable Liabilitymeans:
 (a)
    
    any Proven Claim (whether arising before or after the date of this deed);(b)
    
    Operating Expenses;(c)
    
    Claims Legal Costs;(d)
    
    any liability of a Liable Entity to the Trustee, however arising, in respect
of any amounts paid by the Trustee in respect of any liability or otherwise on behalf
of the Liable Entity;(e)
    
    any pre-commencement claim (as defined in the Transaction Legislation)
against a Liable Entity;




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- 9 - (f)
    
    if regulations are made pursuant to section 30 of the Transaction
Legislation and if and to the extent the Trustee and JHINV notify the NSW Government
that any such liability is to be included in the scope of Payable Liability, any
liability of a Liable Entity to pay amounts received by it from an insurer in respect
of a liability to a third party incurred by it for which it is or was insured under a
contract of insurance entered into before the date on which the Transaction Legislation
receives the Royal Assent; and(g)
    
    Recoveries within the meaning and subject to the limits set out in clause
13.7 of the Final Funding Agreement,
 but in the cases of paragraphs (a), (c) and (e) excludes any such liabilities or claims to
the extent that they have been recovered or are recoverable under a Workers Compensation
Scheme or Policy.Performing Subsidiarymeans LGTDD Pty Limited or, if a subsidiary of JHINV other than that
entity is nominated under clause 6.2 of the Final Funding Agreement to perform the
obligations described in clauses 6 and 9 of the Final Funding Agreement and each of JHINV
and that subsidiary has complied with clause 6.2 of the Final Funding Agreement, that
subsidiary.Personincludes any general partnership, limited partnership, corporation, limited liability
company, joint venture, trust, business trust, governmental agency, co-operative,
association, individual or other entity, and the heirs, executors, administrators, legal
representatives, successors and assigns of such a person as the context may require.Personal Asbestos Claimmeans subject to clause 13.7 of the Final Funding Agreement:
 (a)
    
    any present or future personal injury or death claim by an individual or the
legal personal representative of an individual, for damages under common law or under
other law (disregarding any law which comes into force in breach of clause 13 of the
Final Funding Agreement and which breach has been notified to the NSW Government under
clause 16.5 of the Final Funding Agreement) which:
 (i)
    
    arises from exposure to Asbestos occurring in Australia, provided that:
 (A)
    
    the individuals exposure to Asbestos occurred
wholly within Australia; or(B)
    
    where the individual has been exposed to
Asbestos both within and outside Australia, damages included in the
Personal Asbestos Claim shall be limited to the amount attributable to
the proportion of the exposure which caused or contributed to the loss
or damage giving rise to the Personal Asbestos Claim which occurred in
Australia;
 (ii)
    
    is made in proceedings in an Australian court or tribunal; and
 is made against all or any of the Liable Entities or any member of the JHINV Group
from time to time;




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- 10 - (b)
    
    any claim made under compensation to relatives legislation by a relative of a
deceased individual (or personal representative of such a relative) or (where permitted
by law) the legal personal representative of a deceased individual in each case where
the individual, but for such individuals death, would have been entitled to bring a
claim of the kind described in paragraph (a); or(c)
    
    a Contribution Claim made in relation to a claim described in paragraph (a) or
(b),
 but in each case excludes any Marlew Claim and any other claim to the extent they have been
recovered or are recoverable under a Workers Compensation Scheme or Policy.Powermeans a power, right, authority, discretion or remedy which is conferred on the
Trustee:
 (a)
    
    by this Deed;(b)
    
    by the Final Funding Agreement;(c)
    
    by the Constitution; or(d)
    
    by the Transaction Legislation or any other law of the State of New South Wales
as amended from time to time.
 Proven Claimmeans any Personal Asbestos Claim or Marlew Claim in respect of which
final judgment has been given against, or a binding settlement has been entered into by a
Liable Entity or any member of the JHINV Group from time to time, and in each case, to the
extent to which that entity incurs liability under that judgment or settlement (including
any interest, costs or damages to be borne by a Liable Entity or the relevant member of the
JHINV Group pursuant to such judgment or settlement).Related Agreementsmeans documents ancillary to the Final Funding Agreement which are
listed in Schedule 1 to the Final Funding Agreement.Release Legislationhas the meaning given to that term in clause 1 of the Final Funding
Agreement.Securitieshas the meaning set out in the Corporations Act.Settled Summeans ten dollars ($10).Single Claims Managermeans in respect of any legal proceedings which involve a
Personal Asbestos Claim and one or more Concurrent Claims, the party responsible for
managing and resolving the Personal Asbestos Claim and the claims against at least one other
party, including a single claims manager within the meaning of the Dust Diseases Tribunal
Amendment (Claims Resolution) Act 2005.Special Defaultmeans a breach or default of a kind described in clause 16.2 of the
Final Funding Agreement.




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- 11 - SPF Funded Liabilitymeans:
 (a)
    
    only those liabilities described in paragraphs (a), (b), (c), (e) and (g) of
the definition of Payable Liability and excludes the liabilities described in
paragraph (d) or (f) of the definition of Payable Liability; and(b)
    
    a claim or category of claim which JHINV and the NSW Government agree in
writing is a SPF Funded Liability or a category of SPF Funded Liability.
 Tax Actmeans the Income Tax Assessment Act 1997(Cth).Trusts Actmeans the Charitable Trusts Act1993.Trustee Boardmeans the board of Directors.Transaction Legislationhas the meaning given to it in the Final Funding Agreement.Trustee Actmeans the Trustee Act1925 (NSW).Wind-Up or Reconstruction Amounthas the meaning given to it in the Final Funding Agreement.Workers Compensation Scheme or Policymeans any of the following:
 (a)
    
    any workers compensation scheme established by any law of the Commonwealth or
of any State or Territory of Australia;(b)
    
    any fund established to cover liabilities under insurance policies upon the
actual or prospective insolvency of the insurer (including without limitation the
Insurer Guarantee Fund established under the Workers Compensation Act1987 (NSW)); and(c)
    
    any policy of insurance issued under or pursuant to such a scheme.
 1.2
    
    General InterpretationHeadings are for convenience only and do not affect interpretation. The following rules of
interpretation apply unless the context requires otherwise.
 (a)
    
    The singular includes the plural and the converse.(b)
    
    A gender includes all genders.(c)
    
    Where a word or phrase is defined, its other grammatical forms have a
corresponding meaning.(d)
    
    A reference to a person, corporation, trust, partnership, unincorporated
body or other entity includes any of them.(e)
    
    A reference to a clause, annexure, schedule or exhibit is a reference to a
clause of, or annexure, schedule or exhibit to, this Deed.(f)
    
    A reference to a party to this Deed or another agreement or document
includes the partys successors and permitted substitutes or assigns.




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- 12 - (g)
    
    A reference to an agreement includes any amendment, variation or
substitution of that agreement from time to time.(h)
    
    A reference to legislation or to a provision of legislation includes a
modification or re-enactment of it, a legislative provision substituted for it and a
regulation or statutory instrument issued under it.(i)
    
    A reference to writing includes a facsimile transmission and any means of
reproducing words in a tangible and permanently visible form.(j)
    
    A reference to conduct includes an omission, statement or undertaking,
whether or not in writing.(k)
    
    Mentioning anything after include, includes or including does not limit
what else might be included.(l)
    
    A reference in this Deed to a Power is to be construed without limitation
to any other Power also mentioned in this Deed.(m)
    
    A reference to an asset includes any real or personal, present or future,
tangible or intangible property or asset and any right, interest, revenue or benefit
in, under or derived from the property or asset.(n)
    
    Any term not otherwise defined in this Deed, the Final Funding Agreement or
the Transaction Legislation has the meaning given in the Corporations Act.
 2.
    
    APPOINTMENT AND DECLARATION OF TRUST2.1
    
    AcknowledgementThe Trustee acknowledges receipt of the Settled Sum from the Settlor prior to the execution
of this Deed.2.2
    
    Establishment of Fund and Appointment
 (a)
    
    The Fund is established by and upon the execution of this Deed.(b)
    
    The Settlor appoints the Trustee, and the Trustee accepts the appointment, as
trustee of the Fund to hold the Fund Property for the Fund Purpose on the terms and
conditions of this Deed.
 2.3
    
    Acceptance and DeclarationThe Trustee declares that it holds and will hold on trust for the Fund Purpose:
 (a)
    
    the Settled Sum;(b)
    
    the benefit of the Funding Obligations and the obligation of the Performing
Subsidiary (if applicable) to pay the Wind-Up or Reconstruction Amount in accordance
with clause 10 of the Final Funding Agreement, the JHINV Guarantee and each of JHINVs
covenants and obligations under the Final Funding Agreement and the Related Agreements
to ensure the payment by the JHINV Group of the JHINV Contributions under the Final
Funding Agreement and any




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- 13 - Cross Guarantee given pursuant to clause 15.7 of the Final Funding Agreement, and
enforce the same as may be required from time to time;(c)
    
    the Fund Account and all money, Investments or other assets which the Trustee
acquires as Trustee of the Fund;(d)
    
    all proceeds of the above (whether capital or income) and any Investments;(e)
    
    all permitted accumulations of income and all accretions and additions to the
before-mentioned money, Investments and assets;(f)
    
    the shares in the Liable Entities; and(g)
    
    any asset or property of a Liable Entity which is transferred to the Trustee
pursuant to the Transaction Legislation,
 (all of which are referred to jointly and severally as Fund Property).2.4
    
    Name and Location of Fund
 (a)
    
    The Fund is to be known as the Asbestos Injuries Compensation Fund.(b)
    
    If any property is transferred or any interest is given to the Trustee to hold
as Fund Property, that property or interest may be transferred or given by referring to
the Fund by its name or to the Trustee by its name.(c)
    
    The Fund must at all times maintain its principal place of business in New
South Wales.
 3.
    
    PURPOSEThe Fund shall exist and be maintained by the Trustee, and the Fund Property must be maintained and
applied by the Trustee, for:
 3.1
    
    the principal purpose of receiving and providing funding for the payment and paying of
Payable Liabilities and providing services with respect to the management and resolution of
Payable Liabilities; and3.2
    
    the following additional purposes which are for the Trustee to:
 (a)
    
    hold the benefit of the Funding Obligations and the obligation of the
Performing Subsidiary (if applicable) to pay the Wind-Up or Reconstruction Amount in
accordance with clause 10 of the Final Funding Agreement, the JHINV Guarantee, and the
covenants and obligations of JHINV under the Final Funding Agreement and the Related
Agreements to ensure the payment by the JHINV Group of the JHINV Contributions under
the Final Funding Agreement and any Cross Guarantee given pursuant to clause 15.7 of
the Final Funding Agreement, and enforce the same as may be required from time to time;(b)
    
    be the creditor of the Performing Subsidiary and JHINV for payments (whether
actually or contingently) due and payable to the Trustee under the Final Funding
Agreement and receive and give a proper receipt for such amounts;




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##### 



- 14 - (c)
    
    manage itself or through one or more of the Liable Entities or otherwise
cause to be managed, the response to all Payable Liabilities for itself or for or on
behalf of the Liable Entities including by entry into Claims Management Agreement with
the Liable Entities (and in respect of Payable Liabilities which are not SPF Funded
Liabilities, on the basis that the Liable Entities must bear the full cost and all
liabilities associated with such claims);(d)
    
    to provide management services to Liable Entity in connection with the
winding up of the Liable Entity including exercising all powers conferred on it by the
Transaction Legislation;(e)
    
    subject to it having the necessary funds to do so and clause 9.15 of the
Final Funding Agreement, pay in accordance with and subject to clause 4.7 of the Final
Funding Agreement and the provisions of the Transaction Legislation, the SPF Funded
Liabilities itself or through one or more of the Liable Entities, and in each case for
itself or for or on behalf of the Liable Entities as the Trustee may in its discretion
determine;(f)
    
    use its best endeavours to achieve all available legal and administrative
cost savings in relation to:
 (i)
    
    the process for handling the response to Personal Asbestos
Claims and Marlew Claims;(ii)
    
    Court proceedings dealing with apportionment of damages in
relation to Personal Asbestos Claims and Marlew Claims; and(iii)
    
    exercising rights of recovery.
 (g)
    
    review and implement legal and administrative cost savings in the claims
management process on a continuing basis both in relation to the process for settling
Personal Asbestos Claims and Marlew Claims and the process generally applicable in
relation to Personal Asbestos Claims and Marlew Claims, including reducing Claims Legal
Costs;(h)
    
    invest the assets contributed to or received by the Trustee;(i)
    
    use its best endeavours to:
 (i)
    
    recover;(ii)
    
    procure that each Liable Entity recover; and(iii)
    
    exercise or procure the exercise of rights subrogated from any
Claimant to recover,
 amounts paid or liabilities incurred with respect to any Personal Asbestos Claims,
Marlew Claims or any other Payable Liabilities from insurers, reinsurers and other
parties who may have contributed to the loss relating to such claims;




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##### 



- 15 - (j)
    
    generally do all things necessary and convenient for the purposes of
handling and finalising Payable Liabilities for itself or for and on behalf of the
Liable Entities (provided that nothing in the Final Funding Agreement shall require the
Trustee to incur any liability or pay any amount with respect to a liability which is
not a SPF Funded Liability);(k)
    
    as provided by the Transaction Legislation or to the extent otherwise
entitled to do so, be subrogated to the rights of the Claimants against the Liable
Entities and Marlew or any other persons in relation to any Payable Liability settled
or met by the Trustee;(l)
    
    be authorised and permitted to negotiate with Claimants and at its
discretion procure that the relevant Liable Entity enter into binding settlements in
relation to (including without limitation compromises of Payable Liabilities).
 4.
    
    TRUSTEE4.1
    
    The TrusteeThe Trustee must at all times ensure that it:
 (a)
    
    is a company registered under the Corporations Actthat is taken under section
119A of that Act to be registered in New South Wales;(b)
    
    is a resident of New South Wales;(c)
    
    includes within its Constitution the Constitutional Provisions; and(d)
    
    does not accept appointment, or act, as a trustee of any fund or trust other
than the Fund, or carry on any business, except to the extent necessary for the Trustee
to perform its functions under this Deed and under the Transaction Legislation.
 4.2
    
    General powers of the TrusteeSubject to this Deed, the Trustee has all the powers, privileges and other incidents of
ownership or possession over and in respect of the Fund Property that it is possible under
the law to confer on a trustee and as though it were the absolute owner of the Fund Property
and acting in its personal capacity.4.3
    
    General Administration of Fund PropertyThe Fund Property must be held and administered by the Trustee in the following manner:
 (a)
    
    The Trustee must open or arrange the opening of the Fund Account.(b)
    
    The Fund Account is to be in addition to any other bank account maintained by
the Trustee.(c)
    
    The Trustee must pay or credit to the Fund Account all of the following moneys
promptly upon receipt by the Trustee:




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##### 



- 16 - (i)
    
    all monetary gifts and donations received by the Trustee
(including the Settled Sum);(ii)
    
    the Funding Payments;(iii)
    
    all interest earned on the monies in the Fund Account; and(iv)
    
    all monies derived from property given or transferred to or
acquired by the Fund.
 (d)
    
    No other monies will be paid or credited to the Fund Account.(e)
    
    The Fund Account will be managed by the Trustee Board.(f)
    
    The Fund Property must at all times be clearly identifiable as property of the
Trustee and must be held separately from the assets of the Trustee.(g)
    
    The Fund Property may only be dealt with and applied by the Trustee in
connection with or in furtherance of the Fund Purpose, in the manner required or
permitted by this Deed, the Final Funding Agreement, the Transaction Legislation and
the general law.
 4.4
    
    Control of Liable EntitiesThe Trustee is not required to carry out the functions referred to in clauses 3.2(c), (e),
(i) (ii), (j) and (l) in relation to a Liable Entity unless that Liable Entity is under the
control or direction of the Trustee.4.5
    
    Contracting and Investing powersTo the extent permitted by law, the Trustee in its capacity as Trustee of the Fund has power
to do or to cause the Liable Entities to do any of the following:
 (a)
    
    subject to clause 4.2, invest in shares, stock, bonds, cash deposits, notes,
debentures, units, rights to profit or any other security (including, but without
limitation, whether convertible, redeemable, preferred, deferred or partly paid, with
or without any right, title or interest in or to such security including an option or a
right to subscribe) including making contributions in respect thereof;(b)
    
    realise, vary or exchange any Investment and add any Investment to the Fund
Property;(c)
    
    subject to clause 6.2, exercise any voting rights attaching to Investments
forming part of the Fund Property in such manner as the Trustee thinks fit;(d)
    
    appoint any of its executives, directors or employees (each an Appointee) to
the board of directors or other governing body of an Investee, provided that fees
earned by any Appointee shall be income of the Trustee and form part of the Fund
Property;(e)
    
    possess, sell, exchange, transfer, mortgage, pledge or otherwise dispose of,
encumber or deal in the assets of the Fund for cash, shares, stock, Securities or other
property of any nature (whether real or personal) or any




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##### 



- 17 - combination of them on such terms and conditions as may be determined by the Trustee
(for the avoidance of doubt, the Trustee has the power to provide warranties in
relation to the sale of any Investment);(f)
    
    borrow money or Securities either bearing or free of interest, with or without
security, and by way of loan, debenture, bill of exchange or otherwise on such terms
and conditions as the Trustee, in its absolute discretion thinks fit, or guarantee
loans or other extensions of credit;(g)
    
    make loans or provide other financial accommodation to Investees, or give
guarantees for the benefit of Investees or other Persons as a necessary or integral
part of an Investment;(h)
    
    institute, prosecute and compromise legal proceedings to secure compliance with
this Deed or any other right which the Trustee has as Trustee of the Fund and enforce
any debt or liability owed to the Trustee as Trustee of the Fund (or to which the
Trustee is subrogated) including by issuing any statutory or other demand, instituting,
prosecuting and compromising any legal proceedings, and lodging a proof of debt or
claim in relation to, or as a consequence of, the Insolvency of any Person;(i)
    
    pursue and compromise any claim held by the Trustee or to which the Trustee is
subrogated to any insurer or reinsurer;(j)
    
    pay all outgoings and expenses connected with the Fund or this Deed (including
all fees payable to Agents and/or attorneys appointed under clause 4.5) and, subject to
clause 4.3, conduct such bank account or accounts of the Fund as the Trustee thinks
fit;(k)
    
    give receipts and discharges in the name of the Fund for any moneys received on
behalf of the Trustee;(l)
    
    either alone or jointly with any other Person, guarantee, give any indemnity in
respect of or become liable for or (whether or not any such guarantee has been given)
mortgage or charge the Fund Property or any part of it as security for the payment of
money, with or without interest (including money payable or to become payable under a
fluctuating overdraft) or for the performance of any obligations by any Person and
without limitation, for the purpose of securing the payment of any moneys or the
performance of any obligations for which the Trustee has become or may become liable
under or by virtue of any guarantee, indemnity, option or other contract entered into
by the Trustee;(m)
    
    draw, endorse, discount, sell, purchase and otherwise deal with bills of
exchange, commercial bills, promissory notes, other negotiable instruments or
certificates of deposit, debentures, notes or any other financial instruments either
alone or jointly but so that the total of the moneys for the time being the subject of
liability on the part of the Trustee whether as drawer, acceptor or endorser of any and
all such instruments and whether alone or jointly or severally with other persons are
deemed to be liabilities of the Fund for all purposes, and any reference in this clause
to the Trustee shall include a reference to each Liable Entity;(n)
    
    maintain and repair the Fund Property;




---



##### 



- 18 - (o)
    
    develop, improve or vary the Fund Property in any way;(p)
    
    insure the Fund Property for any amount against any risk;(q)
    
    pay expenses and outgoings (including taxes) incurred on the Fund Property out
of capital or income;(r)
    
    lease Fund Property at any rent and on any terms;(s)
    
    add to the Fund Property any part of the income arising from its application
for the Fund Purpose;(t)
    
    solicit and receive as additions to the Fund Property gifts and benefactions of
any kind whether inter vivos or testamentary; and(u)
    
    take any action it thinks fit for the adequate protection of the Fund Property
and do all things incidental to the exercise of any powers conferred on the Trustee by
this Deed;(v)
    
    enter into Claims Management Agreements with the Liable Entities (and
in respect Payable Liabilities which are not SPF Funded Liabilities), on the basis that
the Liable Entities must bear the full cost and all liabilities associated with such
claims; and(w)
    
    accept appointment and act as a Single Claims Manager.
 4.6
    
    Powers of Delegation and AppointmentThe Trustee may:
 (a)
    
    authorise any person to act as its agent or delegate (in the case of a joint
appointment, jointly and severally) to provide advice, hold title to any Fund Property,
perform any act or exercise any discretion within the Trustees power, including
without limitation the power to appoint in turn its own agent or delegate and in
particular the power to enter into the Irrevocable Power of Attorney;(b)
    
    include in the authorisation provisions to protect and assist those dealing
with the agent or delegate as the Trustee thinks fit;(c)
    
    appoint, remove or vary the appointment of the Approved Actuary, the Approved
Auditor and any accountants, solicitors, barristers, investment bankers, technical or
other experts and qualified advisers to:
 (i)
    
    provide advice;(ii)
    
    do anything required or permissible by this Deed, including the
receipt and payment of money and the execution of any document by the Trustee;
and(iii)
    
    transact any business,
 in connection with the Fund, the Fund Purpose or the Fund Property, subject always
to the obligations of the Trustee under the Final Funding Agreement;




---



##### 



- 19 - (d)
    
    appoint an attorney to execute any document on any terms the Trustee thinks
fit;(e)
    
    employ any person in connection with anything required to be done under this
Deed and to decide the remuneration (including expenses and superannuation) to be paid
to that person provided that, subject to clause 4.6(f), no payment is made to any
director of the Trustee other than the payment of:
 (i)
    
    out of pocket expenses incurred by the director in the
performance of any duty as a director of the Trustee subject to the amount
payable not exceeding any amount previously approved by the board of directors
of the Trustee;(ii)
    
    any service rendered to the Trustee by the director in a
professional or technical capacity (and not in his or her capacity as a
director) where the provision of the service has been previously approved by
the board of directors of the Trustee and the remuneration for the service does
not exceed an amount which is proper remuneration for the service;(iii)
    
    any salary or wage due to the director as an employee of the
Trustee where the terms of employment have been previously approved by the
board of directors of the Trustee and the salary or wage does not exceed an
amount which is proper remuneration;(iv)
    
    an insurance premium in respect of a contract insuring an
officer to which section 212 of the Corporations Actrefers or the provision of
a financial benefit (by way of indemnity) to a director to which section 212 of
the Corporations Actrefers;
 (f)
    
    in addition to the payments to directors of the Trustee permitted under clause
4.6(e), pay such amount as directors fees as it considers appropriate to any director
of the Trustee not being an employee of the NSW Government or an employee of any member
of the JHINV Group; and(g)
    
    direct any director or officer of a Liable Entity to act in any manner or do
any act as described in this Deed.
 4.7
    
    Compliance with Transaction LegislationIn addition to any Powers conferred on the Trustee under this Deed and at law, the Trustee
may exercise each and any power conferred on it by the Transaction Legislation or by any
other Act or Regulation made under any Act of the State of New South Wales.4.8
    
    Limitations on Powers of the Trustee
 (a)
    
    Notwithstanding any other provision of this Deed, the Trustee has no power
to and must not pay or discharge or purport to pay or discharge any liability of a
Liable Entity which a Liable Entity is not authorised to pay or discharge by the Final
Funding Agreement, a Related Agreement or the Transaction Legislation.




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##### 



- 20 - (b)
    
    Notwithstanding any other provision of this Deed, prior to the Commencement
Date the Trustee may not exercise any of its powers under this Deed or at law except to
the extent that such exercise is necessary or reasonably incidental to:
 (i)
    
    establish the Fund Account;(ii)
    
    manage any application to the Australian Taxation Office
concerning the status of the Fund for income tax purposes; or(iii)
    
    other matters or tasks which are purely administrative in
nature and preparatory to the discharge by the Trustee of its substantive
rights, powers and responsibilities under this Deed, the Final Funding
Agreement and the Transaction Legislation.
 4.9
    
    Exercise of DiscretionThe Trustee may in its absolute discretion decide how and when to exercise its Powers.4.10
    
    Compliance with the Final Funding Agreement
 (a)
    
    The Trustee must at all times comply fully with the obligations imposed on the
Trustee by the Final Funding Agreement.(b)
    
    In the event of any inconsistency between the Final Funding Agreement and this
Deed, the terms of the Final Funding Agreement prevail to the extent of the
inconsistency but otherwise this Deed shall have effect.
 4.11
    
    Trustees standard of dutyThe Trustee must exercise the same degree of care, skill and diligence as a reasonable and
prudent person would exercise if it was the Trustee of the Fund.4.12
    
    Reliance on AdviceThe Trustee may take and may act upon:
 (a)
    
    the advice of the Approved Actuary;(b)
    
    the opinion or advice of counsel or solicitors, whether or not instructed by
the Trustee, in relation to the interpretation of this Deed or any other document
(whether statutory or otherwise) or generally in connection with the Fund;(c)
    
    advice, opinions, statements or information from any bankers, accountants,
auditors, valuers and other persons consulted by the Trustee who are in each case
believed by the Trustee in good faith to be expert in relation to the matters upon
which they are consulted; and(d)
    
    any other document provided to the Trustee in connection with the Fund upon
which it is reasonable for the Trustee to rely,




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##### 



- 21 - and the Trustee will not be liable for anything done, suffered or omitted by it in good
faith in reasonable reliance upon such opinion, advice, statement, information or document,
unless otherwise known to be false or incomplete.
 4.13
    
    Remuneration
 (a)
    
    Subject to paragraph (b), no remuneration or other benefit in money or moneys
worth will be paid or transferred, directly or indirectly, to the Trustee or to any
member or officer of the Trustee in respect of his or her duties or conduct as such.(b)
    
    The Trustee may pay out of the Fund Property:
 (i)
    
    reasonable remuneration to any member, officer, employee or
agent of the Trustee for services actually rendered to the Trustee acting in
accordance with this Deed;(ii)
    
    payment or reimbursement for out of pocket expenses reasonably
incurred by any member, officer, employee or agent of the Trustee in carrying
out the Trustees functions under this Deed; and(iii)
    
    fees and disbursements to any solicitor, accountant or other
advisor or the Trustee.
 5.
    
    LIABILITYThe Trustee shall not be liable for:
 (a)
    
    a loss to the Fund Property;(b)
    
    any action taken or omitted to be taken by it under this Deed,
 except in the case of wilful default, fraud or negligence of the Trustee.6.
    
    INDEMNITY AND INSURANCE6.1
    
    IndemnityThe Trustee and the officers, employees, agents and attorneys of the Trustee (each an
Indemnified Person) shall be indemnified out of the Fund Property for:
 (a)
    
    all costs, charges, liabilities and expenses (including legal costs and
expenses) incurred in the performance or exercise or attempted performance or exercise
of any duty or Power; and(b)
    
    any action brought against any of them concerning this Deed, the Fund Property
or the neglect or default of any solicitor, banker, accountant or other agent employed
in good faith by the Trustee,
 except to the extent any of the above arise or are incurred as a result of the wilful
default, fraud or negligence of the Indemnified Party.




---



##### 



- 22 - 6.2
    
    Indemnity for Exercise of Voting RightsExcept as otherwise provided by law:
 (a)
    
    the Trustee or its Appointee is not liable or responsible to any Person for the
management of any company or body or for any vote or action taken or consent given by
the Trustee or its Appointee in person or by proxy or power of attorney.(b)
    
    neither the Trustee nor the holder of any proxy or power of attorney:
 (i)
    
    incurs any liability or responsibility by reason of any error
of law or mistake of fact or any matter or thing done or omitted or approval
voted or given or withheld by the Trustee or its Appointee or by the holder of
a proxy or power of attorney under this Deed; and(ii)
    
    is under any obligation to anyone with respect to any action
taken or caused to be taken or omitted by the Trustee or its Appointee or by
any holder of a proxy or power of attorney.
 6.3
    
    Maintain Insurance
 (a)
    
    The Trustee must use its best endeavours to effect and maintain a contract of
insurance with an established and reputable insurer, which insures the Trustee and the
officers and employees of the Trustee (each an Insured Person) against all liabilities
incurred by them whilst acting in that capacity, provided that the liability does not
arise out of conduct involving a wilful breach of duty to the Trustee. The Trustee
shall be entitled to pay for the premium on such contracts out of Fund Property.(b)
    
    Unless the Trustee agrees otherwise, the. contract of insurance
referred to in clause 6.3(a) must contain a provision waiving all rights of subrogation
or action against each Insured Person.(c)
    
    The exercise of the Trustees discretion under clause 6.3(b) only arises if the
Trustee receives a written request (either as a standing request or from time to time)
from an Insured Person and if and to the extent that the Insured Person does not
otherwise have the benefit of a contract of insurance on the same terms as set out in
that clause.(d)
    
    The Trustee may satisfy its obligations under clause 6.3(a) by paying the
premium attributed to the Insured Persons by a broker under a global contract of
insurance that includes coverage for the Insured Persons and the officers of companies
in the JHINV Group.
 6.4
    
    Not render voidThe Trustee must use its best endeavours to ensure that it does not do anything which will
render void any contract of insurance effected under clause 6.3.




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##### 



- 23 - 
 7.
    
    APPOINTMENT OF NEW TRUSTEE7.1
    
    Condition Precedent to AppointmentNo appointment or purported appointment of a new Trustee of the Fund will take effect unless
and until the new trustee to be appointed has been approved in writing by the NSW Government
(acting reasonably) and a Deed of Accession has been duly executed by the proposed new
Trustee and each other party thereto and delivered to JHINV and the NSW Government.7.2
    
    Trustee Act, reliance and notices
 (a)
    
    Subject to the following paragraphs, the provisions of Part 2 Division 2.1 of
the Trustee Act apply:
 (i)
    
    if for the purposes of section 6(4)(b) of the Trustee Act, the
last surviving or continuing Trustee is a corporation in liquidation then any
relevant appointment may be made by the liquidator of that corporation; and(ii)
    
    notwithstanding section 8(1) of the Trustee Act, a sole Trustee
may only retire if at least one new Trustee is appointed in place of that sole
Trustee.
 (b)
    
    Upon the retirement, removal or appointment of the Trustee, the new Trustee
must endorse a note on this Deed recording the retirement, removal or appointment and
any Person acting on this Deed or with notice of its terms shall be entitled to rely on
its terms (as amended) as evidence of the identity of the Trustee or the Trustees at
that time.
 7.3
    
    Acceptance of Accounts and Discharge
 (a)
    
    Any new Trustee may accept the accounts given and the property delivered to it
by a continuing or ceasing Trustee without having to enquire as to the assets of the
Fund.(b)
    
    Subject to clause (d), any ceasing Trustee may be given a full discharge by the
new Trustee and the discharge will release the ceasing Trustee from all obligations in
relation to all or any part of the Fund Property.(c)
    
    Any discharge given under clause (b) will bind all persons who:
 (i)
    
    have or might take any interest in all or any part of the Fund
Property; or(ii)
    
    who have or might have a right to have the Fund Property
properly administered in accordance under this Deed.
 (d)
    
    Despite anything in clause (b), a ceasing Trustee shall not be released by any
discharge given under clause (b) if:
 (a)
    
    that discharge arises from any acts or omissions of the ceasing
Trustee having been concealed by the Trustee fraudulently, dishonestly or in
bad faith; or




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##### 



- 24 - (b)
    
    the discharge relates to any loss to the Fund, for which the Fund
has not been properly compensated, which arose as a consequence of the wilful
default, fraud or negligence of the ceasing Trustee.
 8.
    
    THIRD PARTIESNo person (including the Registrar General or any other government agency) dealing in good
faith with the Trustee (including as vendor, purchaser or mortgagor) is bound to enquire:
 (a)
    
    as to the authority or purpose of the Trustee;(b)
    
    as to the application of money received by the Trustee;(c)
    
    whether the dealing is necessary or proper; or(d)
    
    in any other way as to the proprietary or regularity of the dealing.
 9.
    
    FAILURE OF THE TRUSTEE AND TERMINATION OF THE FUND
 (a)
    
    The Trustee may only terminate the Fund with the prior written consent of the
NSW Government.(b)
    
    If the Fund is terminated, set aside or fails for any reason, or if the Trustee
becomes unable (for any reason including as a consequence of an Insolvency Event) to
carry out its functions and comply with its obligations under this Deed, the Final
Funding Agreement and the Transaction Legislation, then the Fund Property must be
applied as follows:
 (i)
    
    first, in payment of any amounts payable to any creditor of the
Trustee; and(ii)
    
    secondly, the balance must be dealt with and applied in
accordance with clause 4.6 of the Final Funding Agreement.
 10.
    
    AMENDMENTS
 (a)
    
    Subject to this clause, this Deed may from time to time be amended by a deed
poll executed by the Trustee.(b)
    
    Prior to the Commencement Date, any provision of this Deed
whatsoever may be amended with the prior written consent of the
parties to the Final Funding Agreement.(c)
    
    Subject to clause 10(b), no amendment of this Deed shall be made if as a result:
 (i)
    
    the Fund Purpose would be altered in any way;(ii)
    
    any of clauses 1.1, 2.4(c), 3, 4, 5, 7.1, 8, 9 or 10 would be
amended, repealed or otherwise made redundant or ineffective.
 11.
    
    FINANCES OF THE FUND
 11.1
    
    Accounts and Approved Auditor
 (a)
    
    The Trustee must ensure that proper books of account and all other proper books
and records are kept for the Fund and for each of the Liable Entities.




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##### 



- 25 - (b)
    
    The Trustee must comply with clause 5.12 of the Final Funding Agreement
including by appointing an Approved Auditor to be the auditor of the Fund and ensuring
that the financial affairs of the Fund and each of the Liable Entities are audited by
the Approved Auditor at least once in each calendar year.(c)
    
    The Trustee must provide the NSW Government and JHINV with each report of the
Approved Auditor.
 11.2
    
    Approved ActuaryThe Trustee must appoint and at all times retain an Approved Actuary of the Fund in
accordance with clause 5.15 of the Final Funding Agreement.11.3
    
    Access to Books and RecordsThe Trustee must give the NSW Government Auditor full and free access to the books and
records of the Fund in accordance with clause 5.13 of the Final Funding Agreement.11.4
    
    General Reporting Obligations
 (a)
    
    Within three months of the end of each Financial Year, the Trustee will prepare
and issue to JHINV and the NSW Government a report of the affairs and activities of the
Fund for the reporting period by reference to the budget of the Fund for the reporting
period and its financial and other objectives for that period;(b)
    
    The Trustee must:
 (i)
    
    prepare a set of consolidated financial statements for the
Trustee and the Liable Entities in respect of each Financial Year during the
Term, in accordance with requirements applicable under the Corporations Actand
in accordance with Australian generally accepted accounting principles (or on
such other basis as may be agreed between the parties to the Final Funding
Agreement); and(ii)
    
    engage the Approved Auditor to audit those financial statements
on a timely basis in respect of each Financial Year and to provide a copy of
the relevant audit reports to the other Parties to this Deed.
 12.
    
    ACTION BY THE TRUSTEE12.1
    
    Actions through Board of DirectorsThe Trustee will act through its board of directors in accordance with this Deed, the Final
Funding Agreement, its Constitution, the Transaction Legislation and the Corporations Act.12.2
    
    Compliance with Tax ExemptionThe Trustee will comply with any condition to any exemption from Taxation given from time to
time in respect of the Fund or its income, and shall do all things reasonably necessary to
maintain and comply with that exemption, provided that




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- 26 -

nothing in this clause shall permit or authorise the Trustee to fail to act in accordance
with the Fund Purpose, the Final Funding Agreement or the Transaction Legislation.13.
    
    CERTIFICATESA certificate signed by the secretary of the Trustee that a resolution has been passed by
the Trustee, is conclusive, evidence as against any person dealing with any of those bodies
that the resolution has been duly passed at a properly convened meeting of the relevant
body.14.
    
    GOVERNING LAWThis Deed is governed by the laws of New South Wales.15.
    
    NO ENFORCEMENT BY THIRD PARTIESFor the avoidance of doubt, no other Person may seek to enforce this Deed or the Fund
constituted by this Deed, except as provided in the Transaction Legislation or clause 4.4(a)
of the Final Funding Agreement.


EXECUTED




SIGNED SEALEDand DELIVERED
    
    
    )by
JAMES HARDIE INDUSTRIES N.V.
    
    
    )AUST. HOLDINGS PTY LIMITED
    
    
    ))
    
    
    /s/ Meredith HellicarSignature of director/s/ Russell L. Chenu
    
    
    
    
    
    MEREDITH HELLICARSignature of director
    
    
    
    
    
    Print NameRUSSELL L CHENUPrint
name




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##### 



- 27 - SIGNED SEALEDand DELIVERED
By ASBESTOS INJURIES 
COMPENSATION FUND LIMITED
    
    ))
)
)/s/ Peter W. BakerSignature of director/s/ Joanne Marchione
    
    
    
    PETER W BAKERSignature of director
    
    
    
    Print NameJoanne MarchionePrint name




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- 2 - SCHEDULE 1
 Constitutional Provisions
 1.
    
    The Trustee Board1.1
    
    The management of the Fund shall vest in the Trustee.1.2
    
    The Trustee Board shall consist of a minimum of 3 Directors and a maximum of 5 Directors as
determined by the Directors.1.3
    
    Initially there shall be five Directors. JHINV must appoint three of those Directors and the
NSW Government must appoint two of those initial Directors.2.
    
    Power to appoint directors2.1
    
    Unless paragraph 2.3 applies:
 (a)
    
    JHINV shall be entitled to appoint a majority of the Directors from time to
time to the Trustee Board and to designate one of those Directors to be Chairman;(b)
    
    JHINV may, by Notice to the other Parties, nominate a subsidiary for so long as
it remains a subsidiary of JHINV, to exercise its rights under this clause 2.1; and(c)
    
    JHINV shall, or shall procure that the nominated subsidiary shall, promptly
give Notice to the Trustee and the NSW Government of any appointment made pursuant to
this clause 2.1.
 2.2
    
    The NSW Government shall be entitled to appoint the remaining Directors.2.3
    
    If a Special Default occurs or an Insolvency Event in relation to JHINV occurs and so long as
that Special Default or Insolvency Event remains in existence and the NSW Government gives to
JHINV a notice that clause 16.3(b) of the Final Funding Agreement is to apply:
 (a)
    
    the Trustee Board must be constituted so that a majority of the Directors shall
have been appointed by the NSW Government,(b)
    
    the NSW Government may appoint further Directors so that the foregoing is
achieved, and the Chairman (and remove any such appointees); and(c)
    
    JHINV must procure the resignation of the requisite number of Directors
appointed by JHINV (so that the foregoing is achieved).
 3.
    
    Power to remove and replace Directors




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- 3 - 4.
    
    Quorum
  (a)
    
    subject to paragraph (b), if a quorum is not present at a meeting, the meeting shall be
reconvened by Notice to a date no less than 24 hours after the date of the original meeting
(or such time as is reasonable in cases of emergency) and the quorum for such a reconvened
meeting of which all Directors have been given notice in writing shall be at least two
Directors; and(b)
    
    if a Special Default occurs or an Insolvency Event in relation to JHINV occurs and so long as
the Special Default or Insolvency Event remains in existence, and the NSW Government gives to
JHINV a Notice that clause 16.3(b) of the Final Funding Agreement is to apply, the quorum for
a meeting of the Board of the Fund will be two Directors appointed by the NSW Government.
 5.
    
    Voting at Trustee Board meetings
 (a)
    
    Subject to paragraph (c) and except as otherwise specified in this Constitution, at any
meeting of the Directors, each Director has one vote.(b)
    
    Subject to paragraph (c), if a Director representative of a party and his or her alternate
Director is absent, the remaining Director representatives of that party shall be entitled to
jointly exercise the absent Directors vote.(c)
    
    If a Special Default occurs or an Insolvency Event occurs in relation to JHINV occurs, and so
long as that Special Default or Insolvency Event remains in existence and the NSW Government
gives to JHINV a Notice that clause 16.3(b) of the Final Funding Agreement is to apply, the
total number of votes that may be cast at any meeting of the Board of the Trustee by the
Directors (including the Chairman) appointed by JHINV or one of its subsidiaries present at
the meeting shall be one less than the number of votes that may be cast by the Directors
appointed by the NSW Government present at that meeting.
 6.
    
    Chairman and Chairmans vote
  7.
    
    Interests of Appointor7.1
    
    Subject always to a Directors obligations under the Trust Deed, this Constitution, statute
or otherwise at law, a Director may take into account the views of that Directors Appointor
and may act on the wishes of that Appointor in performing any of his or her duties or
exercising any power, right or discretion as a Director in relation to the Trustee.7.2
    
    A Director may provide that Directors Appointor with copies of all documents, Board Papers
and other material which come into the possession of the Director in that capacity and may
disclose to and discuss with the Appointor all information to which the Director becomes privy
in that capacity.




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##### 



- 4 - 7.3
    
    A Director is not precluded from voting or otherwise acting in his or her capacity as a
Director as a result of any conflict of interest arising from the fact that the Director is an
employee, consultant or officer of an Appointor, or in the case of a Director appointed by the
NSW Government, a public servant.8.
    
    Adjournment
  (a)
    
    if paragraph 4(a) applies, the meeting shall be adjourned to the time specified in
paragraph 4(a);(b)
    
    in any other case the same time and place seven days after the meeting or to another day,
time and place determined by those Directors present.9.
    
    Alternate Directors
  10.
    
    Insurance and Indemnities