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IRREVOCABLE POWER OF
ATTORNEY
 ASBESTOS INJURIES
COMPENSATION FUND LIMITED
THE STATE OF NEW SOUTH
WALES
 CONFORMED COPY




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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




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THIS IRREVOCABLE POWER OF ATTORNEY 8 June
 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 3, 22 Pitt Street, Sydney, New South Wales, in its capacity as
trustee for the Asbestos Injuries Compensation Fund, a trust established by way of a trust
deed dated 7 April 2006 (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




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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 Related Agreement and
make application to any court of competent jurisdiction in relation to any Reconstruction
Event or Insolvency Event of JHINV;(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 Deed, any Insolvency
Event of JHINV, or any other meeting of creditors of JHNIV 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
Related 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 JHINV; 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).




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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




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




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EXECUTED
 EXECUTED ASBESTOS INJURIES
COMPENSATION FUND LIMITED
 /s/ P W Baker
    
    /s/ Joanne MarchioneSignature of Director*
    
    Signature of Director/*PETER W. BAKER
    
    JOANNE MARCHIONEName of Director (print)
    
    Name of Director/Secretary (print)/s/ Alan T Kneeshaw
    
    /s/ Alan T KneeshawSignature of witness
    
    Signature of witnessALAN T. KNEESHAW
    
    ALAN T. KNEESHAWName of witness (print)
    
    Name of witness(print)
 
 *

    Each individual signing the deed 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.




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SIGNED
 /s/ Leigh Rae Sanderson
    
    /s/ The Hon. Robert John Debus MPSignature of Witness
    
    Name of signatoryLEIGH RAE SANDERSON
    
    ATTORNEY GENERALName of Witness (print)
    
    Office of signatory




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ATTACHMENT
A  DICTIONARY AND INTERPRETATION
 DICTIONARY AND INTERPRETATION
 (Clause 1.1)
 1.
    
    DICTIONARY
  Claimants
 Compensation Parties
 Controlled Entity
 Cross Guarantee
 Final Funding Agreement
 Initial Funding
 Insolvency Event
 Insolvency Official
 Intercreditor Deed
 JHINV
 JHINV Guarantee
 Notice




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Parent Entity
 Performing Subsidiary
 Person
 Reconstruction Event
 Relevant Agreements
 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:




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(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;(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.