exv4w3






Exhibit 4.3









James Hardie Industries SE

Supervisory Board Share Plan




Dated 14
August 2006 and amended and restated as ●, 2009


Mallesons Stephen Jaques

Level 60

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.mallesons.com








 









 









	1	 	Introduction
	 
	1.1	 	Purpose
	 
	 	 	The Plan provides Supervisory Board Members with an opportunity to acquire an
ownership interest in the Company either directly, or indirectly through a Superannuation
Plan nominated by them.
	 
	1.2	 	Commencement
	 
	 	 	The Plan commences on the date that the Company determines.  
	 
	1.3	 	Rules are binding
	 
	 	 	The Company and each Participant are bound by these rules.  
	 
	2	 	Invitation, application and acceptance
	 
	2.1	 	Eligibility
	 
	 	 	The Managing Board, with the approval of the Supervisory Board may determine the
Supervisory Board Members who are eligible to participate in the Plan from time to time.
	 
	2.2	 	Invitation may be made
	 
	 	 	From time to time the Company may make, and a person who is eligible to participate
in the Plan in accordance with rule 2.1 may receive, an Invitation to participate in the
Plan.
	 
	2.3	 	Content of Invitation
	 
	 	 	The Invitation must be in writing and include the following details:






	 	(a)	 	the number of CUFS or the method of calculating the number of CUFS for
which the Participant may apply;
	 
	 	(b)	 	any restrictions or other conditions relating to the CUFS as determined by
the Managing Board; and
	 
	 	(c)	 	the method of acceptance of an Application.






	2.4	 	Application Form
	 
	 	 	The Invitation to a Participant must be accompanied by an Application Form.
	 
	2.5	 	Applying for CUFS
	 
	 	 	A Participant who receives an Invitation under rule 2.2 may apply for CUFS by
completing and returning the Application form in accordance with the directions in the
Invitation.





	 	 	 	 	 	 	 
	ã Mallesons Stephen Jaques

	 	Supervisory Board Share Plan
	 	 	 	 
	 

	 	25 May 2009	 	 	 	 






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	2.6	 	Election as to method of satisfying Applications
	 
	 	 	The Company may elect to satisfy an Application either by issuing new shares (to be
held in the form of CUFS) or purchasing shares on market (as defined in section 9 of the
Corporations Act) on behalf of the Participant.
	 
	2.7	 	Participant agrees to be bound
	 
	 	 	Each Participant is, by submitting an Application Form, deemed to have agreed to be
bound by:






	 	(a)	 	the terms of the Invitation and Application Form;
	 
	 	(b)	 	the Insider Trading Policy of the Company;
	 
	 	(c)	 	the provisions of these rules; and
	 
	 	(d)	 	the articles of association of the Company and the laws applicable to the
Company.






	2.8	 	Acceptance of Application
	 
	 	 	The acceptance by the Company of an Application by a Participant is effective and
occurs at the time of allotment or transfer of the CUFS to the Participant.
	 
	2.9	 	When Applications will not be accepted
	 
	 	 	A Participant’s Application will not be accepted if, at the date of the proposed
allotment or transfer of CUFS, they are not a Supervisory Board Member (or a
Superannuation Plan nominated by a person who is a Supervisory Board Member).
	 
	2.10	 	Board may deny Application
	 
	 	 	The Managing Board, with the approval of the Supervisory Board has the discretion
to determine that an Application by a Participant who otherwise would be eligible to
acquire CUFS under the Plan will not be accepted.
	 
	3	 	Acquisition Price
	 
	3.1	 	Shares issued to Participants
	 
	 	 	Any shares issued to a Participant under the Plan are to be issued at a price equal to the
average of the closing prices for CUFS on the ASX during the period of five business days
immediately preceding the date of issue of the shares.
	 
	3.2	 	Shares acquired on market
	 
	 	 	Any shares purchased on market under the Plan on behalf of a Participant are taken to be
transferred under the Plan to the Participant at the price at which the relevant CUFS were
acquired by the Company. Any brokerage, stamp duty or other costs are to be borne by the
Company.





	 	 	 	 	 	 	 
	ã Mallesons Stephen Jaques

	 	Supervisory Board Share Plan
	 	 	 	 
	8263497_3

	 	25 May 2009	 	 	 	 







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	4	 	Allotment of CUFS
	 
	4.1	 	Notice
	 
	 	 	The Company must advise a Participant that it has allotted or transferred CUFS to
them under the Plan as soon as reasonably practicable after the allotment or transfer
occurs.
	 
	4.2	 	Ownership of CUFS






	 	(a)	 	Subject to (b) and (c), each Supervisory Board Member has the legal and
beneficial ownership of the CUFS allotted or transferred to them.
	 
	 	(b)	 	If CUFS have been allotted or transferred to a Superannuation Plan, the
trustee or its equivalent in respect of the relevant Superannuation Plan will hold
the legal interest in the CUFS allotted to the Superannuation Plan.
	 
	 	(c)	 	Any disposal of those CUFS referred to in (a) or (b) above by a Participant
is restricted in accordance with any restrictions specified in the Invitation to the
Participant to apply for the CUFS under rule 2.3(b).






	4.3	 	Quotation of CUFS
	 
	 	 	The Company must apply to ASX for official quotation of any new shares / CUFS
allotted under the Plan.
	 
	5	 	Administration of Plan
	 
	5.1	 	Managing Board to administer Plan
	 
	 	 	The Plan is to be administered by the Managing Board in accordance with these
rules. The Managing Board, with the approval of the Supervisory Board may make further
provisions for the operation of the Plan which are consistent with these rules.
	 
	5.2	 	Managing Board powers and discretions
	 
	 	 	Any power or discretion which is conferred on the Managing Board by these rules
must be exercised by the Managing Board in the interests or for the benefit of the
Company, and the Managing Board is not, in exercising any power or discretion, under any
fiduciary or other obligation to any other person.
	 
	5.3	 	Delegation of Managing Board powers and discretions
	 
	 	 	Any power or discretion which is conferred on the Managing Board by these rules may
be delegated by the Managing Board to a committee consisting of those directors (other
than directors who are members of the Supervisory Board), other officers or employees of
the Company as the Managing Board thinks fit.





	 	 	 	 	 	 	 
	ã Mallesons Stephen Jaques

	 	Supervisory Board Share Plan
	 	 	 	 
	8263497_3

	 	25 May 2009	 	 	 	 






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	5.4	 	Managing Board decision: final and conclusive
	 
	 	 	The decision of the Managing Board as to the interpretation, effect or application
of these rules is final and conclusive.
	 
	5.5	 	Suspension of Plan
	 
	 	 	The Managing Board, with the approval of the Supervisory Board may suspend the
operation of the Plan and may cancel the Plan even if the suspension or cancellation of
the Plan is prejudicial to the existing rights of a Participant under the Plan.
Suspension or termination of the Plan does not give rise to any liability on the part of,
or any right of action against, the Company.
	 
	6	 	Overriding restrictions on the Plan
	 
	 	 	Despite any other provision of these rules, no CUFS may be acquired by a
Participant or other person under the Plan if to do so would contravene the Corporations
Act, the Dutch Civil Code, the U.S. Securities Act of 1933 or the Listing Rules.
	 
	7	 	Amendment of the Plan
	 
	7.1	 	Managing Board may amend
	 
	 	 	The Managing Board may, with the approval of the Supervisory Board at any time by
written instrument amend all or any of the provisions of these rules, including this rule
7, even if the amendment is prejudicial to the existing rights of a Participant under the
Plan. Amendment of the Plan does not give rise to any liability on the part of, or any
right of action against, the Company.
	 
	7.2	 	Retrospective amendment possible
	 
	 	 	Any amendment made under rule 6.1 may be given retrospective effect as specified in
the written instrument by which the amendment is made.
	 
	8	 	Miscellaneous provisions
	 
	8.1	 	Instructions by Members
	 
	 	 	For the purposes of these rules, the Company is entitled to regard any notice,
direction or other communication given or purported to be given by or on behalf of a
Participant (or a legal personal representative of a Supervisory Board Member) as valid,
whether given orally or in writing.
	 
	8.2	 	Governing law
	 
	 	 	These rules are governed by the laws in force in The Netherlands and are construed
and take effect in accordance with those laws.





	 	 	 	 	 	 	 
	ã Mallesons Stephen Jaques
	 	Supervisory Board Share Plan	 	 	 	 
	8263497_3
	 	25 May 2009	 	 	 	 






4 









 







	8.3	 	Rounding
	 
	 	 	Unless expressly provided for in these rules, any calculation of a number of CUFS
under the Plan is to be rounded down to the nearest whole number.
	 
	9	 	Definitions and interpretation
	 
	9.1	 	Definitions
	 
	 	 	The following words and expressions have the following meanings unless the contrary
intention appears:
	 
	 	 	Application means an application for CUFS made by a Participant under the terms of an
Invitation.
	 
	 	 	Application Form means an application form for CUFS attached to an Invitation.
	 
	 	 	ASTC means Australian Settlement and Transfer Corporation Pty Limited (ABN 49 008
532).
	 
	 	 	ASTC Settlement Rules means the settlement rules of ASTC.
	 
	 	 	ASX means Australian Securities Exchange.
	 
	 	 	CUFS means a CHESS Unit of Foreign Securities, as defined in the ASTC Settlement Rules, in
respect of a Share.
	 
	 	 	Company means James Hardie Industries SE, a Societas Europaea under Dutch law (and for the
avoidance of doubt, for the period until conversion to an SE under Dutch law, James Hardie
Industries N.V., incorporated in The Netherlands). (The liability of members is limited).
	 
	 	 	Corporations Act means the Corporations Act 2001 (Cwlth).
	 
	 	 	Invitation means an invitation to apply for CUFS under the Plan made in accordance
with clause 2.2.
	 
	 	 	Listing Rules means the Listing Rules of ASX, except to the extent of any express
waiver by ASX.
	 
	 	 	Managing Board means all or some of the members of the managing board of the Company
acting as such, and includes a committee of the Managing Board and a delegate of the
Managing Board.
	 
	 	 	Participant means any Supervisory Board Member eligible to acquire CUFS under this
Plan in accordance with rule 2.1 and includes any Superannuation Plan nominated, with the
prior written approval of the Managing Board, by a Supervisory Board Member to receive an
Invitation for which the relevant Supervisory Board Member would otherwise be eligible.
	 
	 	 	Plan means the Supervisory Board Share Plan as amended from time to time, the rules
of which are set out in this document.
	 
	 	 	Shares means fully paid ordinary shares in the capital of the Company.





	 	 	 	 	 	 	 
	ã Mallesons Stephen Jaques
	 	Supervisory Board Share Plan	 	 	 	 
	8263497_3
	 	25 May 2009	 	 	 	 






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	 	 	Superannuation Plan means a personal superannuation or pension plan nominated
by a Supervisory Board Member to participate in the Plan that meets such criteria as the
Managing Board may, in its discretion, from time to time determine.
	 
	 	 	Supervisory Board means the supervisory board of the Company.
	 
	 	 	Supervisory Board Member means a member of the Supervisory Board.
	 
	9.2	 	Interpretation
	 
	 	 	In these rules, unless the contrary intention appears:






	 	(a)	 	words importing the singular include the plural and vice versa;
	 
	 	(b)	 	references to these rules, or any particular clause of these rules, means
these rules, or the relevant clause, as amended from time to time;
	 
	 	(c)	 	references to a document or any part of a document means the document or
relevant part, as amended from time to time;
	 
	 	(d)	 	references to a statute or other law include regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements of
any of them;
	 
	 	(e)	 	references to the exercise of a power or discretion include a decision not
to exercise the power or discretion; and
	 
	 	(f)	 	“including” when introducing a list of items does not exclude a reference
to other items whether of the same class or genus or not.






	 	 	Headings are for convenience only and do not affect the interpretation of these rules.





	 	 	 	 	 	 	 
	ã Mallesons Stephen Jaques
	 	Supervisory Board Share Plan	 	 	 	 
	8263497_3
	 	25 May 2009	 	 	 	 







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