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                                                                     EXHIBIT 4.4

                 JHI NV STOCK APPRECIATION RIGHTS INCENTIVE PLAN

                        EFFECTIVE DATE: DECEMBER 1, 2004

                                    ARTICLE I
                               PURPOSE OF THE PLAN

      1.1 The purpose of this Stock Appreciation Rights Incentive Plan (this
"Plan") is to provide an incentive to, and a reward for, certain key employees
of James Hardie Industries N.V. and its affiliated entities (the "Company"), by
granting to such key employees (subject to all the terms and provisions of this
Plan) an opportunity to receive compensation based on the growth and
profitability of the Company, as such growth and profitability are measured by
the price of the stock of James Hardie Industries N.V. ("JHI NV").

      1.2 It is expressly understood that neither the adoption of this Plan nor
the granting of any Stock Appreciation Rights hereunder shall be construed as
entitling any employee to any continued employment rights or to the rights of a
stockholder in the Company, or to receive actual shares of common or other stock
of the Company. As used in this Plan, the term "Stock Appreciation Right" or
"SAR" refers to a dollar value calculated in accordance with Section 3.2 below
and does not and shall not mean any stock, shares or equity in the Company. It
is the intention of the Company only to adopt a Plan that is tied to the
Company's performance. This Plan does not alter in any other respect the
relationship between the Company and the selected key employees, the intention
of the Company being at all times to maintain the relationship of
employer/employee.

                                   ARTICLE II
                                TERM OF THE PLAN

      2.1 This Plan shall remain in force and effect until terminated by the
Remuneration Committee of the Joint Board of Directors of JHI NV (the
"Committee"). The Company retains the right, in its sole discretion, to
terminate the Plan at any time, with or without notice, and with or without
cause. No employee, officer, director or agent shall rely on the Company to
maintain or continue the Plan and the Company shall incur no liability or
obligation if it terminates the Plan other than that expressly provided for
herein.

                                   ARTICLE III
                           ADMINISTRATION OF THE PLAN

      3.1 This Plan shall be administered by the Committee. The Committee shall
have full power, authority and responsibility to administer this Plan, to select
from time to time, at its sole discretion, the employees to whom SARs are
issued, to determine the number of SARs to issue, to interpret, construe and
implement all of the provisions of this Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, and to make all other determinations
necessary or advisable for administering the Plan.

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      3.2 All decisions by the Committee shall be by majority vote and, when so
made, shall be binding upon the Company and all affected employees. After making
a determination regarding the issuance of SARs, the Committee shall direct the
Company to make a record of such issuance for each employee to whom SARs are
issued. The record shall memorialize: (i) the date such SARs were issued (the
"Issue Date"); (ii) the closing price of the common stock of JHI NV on the Issue
Date (as reported as the closing price of JHI NV's CUFs on the Australian Stock
Exchange on the Issue Date) (the "Issue Price"); (iii) the vesting date and/or
vesting schedule of such SARs; and (iv) the date such SARs are due to mature. On
the Maturity Date (as hereafter defined), the Company shall distribute to the
employee in cash the net value of the positive difference between the Issue
Price and the closing price of the common stock of JHI NV on the Maturity Date
(as reported as the closing price of JHI NV's CUFS on the Australian Stock
Exchange on such date) (the "Maturity Date Value"). The Company shall provide to
each employee who has been issued SARs a yearly statement reflecting the
foregoing.

      3.3 It is understood that the Company does not warrant, represent, or in
any way guarantee that any SAR will have a positive value on the Maturity Date.
However, if the value of a SAR on the Maturity Date is negative, the employee
shall not be liable to the Company for the negative value. In no event shall the
recipient of a SAR be entitled to receive any actual shares of stock of the
Company by virtue of the terms of this Plan, unless the terms of the Plan are
specifically amended to provide therefor, or as otherwise provided herein.

      3.4 The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. Expenses incurred by the Committee
in the engagement of such counsel, consultant or agent shall be paid by the
Company. No member or former member of the Committee or the Board of Directors
of the Company shall be liable for any action or determination made in good
faith with respect to the Plan or any benefits conferred under the Plan.

                                   ARTICLE IV
                           ELIGIBLE RECIPIENTS OF SARs

      4.1 No person shall be entitled to receive SARs under the terms of this
Plan unless such person (a) is an employee of the Company at the time such SARs
are issued and (b) has been determined by the Committee, in its sole discretion,
to be a key employee of the Company. The Committee's determination of key
employees may change from year to year. The award of SARs to an employee in any
given year shall not constitute an assurance to the employee that he or she will
be considered to be a key employee or will receive any SARs in any other year.

                                    ARTICLE V
                             BENEFICIARY DESIGNATION

      5.1 At the time that the Committee issues a SAR to an employee, such
employee shall also be requested to designate a person(s) or entity(ies)
(collectively, the "Beneficiary") to whom the benefits due hereunder, if any,
are to be paid upon the death of such employee. Such designation shall be in
such form as may be prescribed by the Committee and may be revoked and amended
from time to time by the employee during the lifetime of the employee in such

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manner and on such form as may be prescribed by the Committee. In the event an
employee dies without having a Beneficiary designation or in the event no
designated Beneficiary is alive or in being at the time of employee's death, all
payments due hereunder upon the death of such employee shall be paid to
whichever of the following classes of beneficiaries is in existence (in the
order of preference listed): (a) spouse; (b) children, per stirpes; (c) the
legal representative of the probate estate of such deceased employee; (d)
parents; or (e) brothers and sisters. If there are no beneficiaries in any of
those listed classes remaining alive or in being at the time of the employee's
death, then the employee's SARs, as well as all payments which may be due
thereunder upon the death of the employee, shall revert back to the Company.

                                   ARTICLE VI
                             PAYMENTS UPON MATURITY

      6.1 Vesting Schedule. Subject to the following, and unless specified
otherwise in an employment or other agreement between the Company and a
recipient hereunder.

            (a) An employee's SAR shall vest only if such employee is employed
with the Company on the vesting date and has been continuously employed by the
Company from the Issue Date to the vesting date.

            (b) In the event that an employee's employment with the Company is
terminated, the following rules shall apply:

                  (i) Voluntary Resignation: All unvested SARs will terminate as
of any employee's last day of employment. With respect to non-U.S. employees
only, if a non-U.S. employee voluntarily terminates his or her employment, the
employee will have 90 days to designate the Maturity Date for all SARs that are
vested as of his or her final day of employment.

                  (ii) Redundancy/Lay-Off: If the Company terminates any
employee without cause for reasons of redundancy, all SARs that would vest
between the termination date and December 31 of that year will become vested on
the employee's last day of employment. All remaining unvested SARs will
terminate as of the employee's last day of employment. With respect to non-U.S.
employees only, if the Company terminates such employee without cause for
reasons of redundancy, such non-U.S. employee will have 90 days to designate the
Maturity Date for all of his or her vested SARs.

                  (iii) Involuntary Termination Without Cause: All unvested SARs
will terminate as of any employee's last day of employment. With respect to
non-U.S. employees only, if the Company terminates a non-U.S. employee without
cause and not for reasons of redundancy, such non-U.S. employee will have 90
days to designate the Maturity Date for all SARs that are vested as of the final
day of employment.

                  (iv) Termination For Cause: If the Company terminates any
employee with cause, then all of such employee's rights to SARs, whether vested
or unvested, shall be forfeited as if such SARs had never been issued, and
neither the employee nor the employee's Beneficiary shall have any further claim
with respect thereto.

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      6.2 Maturity Date.


            (a) For employees based in the United States ("U.S. employees"), tax
legislation requires SARs to mature, and employees to be paid, in accordance
with Sections 6.3 through 6.5 hereof, and, subject to the conditions set forth
in Section 6.1 above, on the date that a SAR vests (such vesting date being the
"U.S. Maturity Date").

            (b) For employees governed by tax law outside the United States, if
allowed by their respective tax authority, the employee will designate a date
(the "Non-U.S. Maturity Date") on or after the date that the SARs vest. Such
date shall be during the Company's open trading window (as designated by the
Company's Insider Trading Policy). However, the Maturity Date must be no more
than ten (10) years after the Issue Date.

            (c) As used herein the U.S. Maturity Date and the Non-U.S. Maturity
Date are collectively referred to as the "Maturity Date." Whether such term
means, in any given context, the U.S. Maturity Date or the Non-U.S. Maturity
Date shall be dicated by whether the employee holding the SAR is a U.S. employee
or a non-U.S. employee.

      6.3 Payment. Within thirty (30) days after the Maturity Date, the Company
shall pay, in the manner set forth in Section 6.5, to the employee an amount
equal to the positive difference, if any, between the Issue Price and the
Maturity Date Value. Upon vesting and maturity, payment under this paragraph
terminates any and all rights the employee has in the particular SAR for which
payment is made.

      6.4 Adjustments To Shares. If, after the Issue Date, the number and/or
price of outstanding shares of the Company's common stock is adjusted, either
positively or negatively, by stock split, combination of shares or other similar
capital adjustment, the number and/or price of SARs be adjusted either
positively or negatively in a corresponding manner. SARs issued pursuant to this
Plan shall not be entitled to adjustments or credits for dividends paid on the
actual shares of the stock of JHI NV.

      6.5 Manner Of Payment. The amount to which an employee or Beneficiary is
entitled hereunder shall be paid in a lump sum. Payment shall be made only if
permitted under the statutes, laws, and regulations which may govern payment
from this Plan. Payment shall be made from the general assets of the Company,
but only if the Company has the legal capacity to make such payment. The
employee's rights under this Plan are no greater than those of an unsecured
creditor.

                                   ARTICLE VII
                           LIQUIDATION, MERGER OR SALE

      7.1 All SARs shall automatically and instantaneously vest and mature if:

            (a) the stockholders of the Company have adopted a plan of complete
liquidation (other than such a plan which is a part of a plan of reorganization
referred to in the following clause (b)); or

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            (b) the Company have effectuated a merger, consolidation or other
transaction constituting a reorganization with another corporation pursuant to
which the Company's shares of common stock will be surrendered in exchange for
the stock of another corporation (the "Surviving Corporation") without provision
being made in the agreement of reorganization for the continuation of this Plan
or a functionally equivalent plan.

      7.2 In the event that a majority owned subsidiary of the Company is sold
without provision being made in the purchase agreement for the continuation of
this Plan or a functionally equivalent plan, all employees of that subsidiary
who have been issued SARs hereunder and do not after the closing of such sale
continue in the employ of the Company, shall be entitled to payment in the
amount and in the manner determined under Article VI hereof.

      7.3 For purposes of Article VII, a provision in an agreement of merger,
consolidation or other transaction as set forth above will be considered a
provision "for the continuation of this Plan or a functionally equivalent plan,"
and each employee issued SARs hereunder will be bound thereby, if such provision
specifies that the Surviving Corporation or buyer will adopt this Plan or some
functionally equivalent plan, and that all SARs issued under this Plan will
automatically be converted into SARs, stock options, or other reasonably
equivalent equity incentive of such Surviving Corporation on a basis equivalent
to the basis that the shares of the Company's common stock are converted and
that in all other respects the rights of each employee in the SARs issued to
such employee will continue in accordance with the terms hereof or of such
functionally equivalent plan except that the phrase "the Company" will mean and
refer to the Surviving Corporation from and after the effective date of such
merger, consolidation or other transaction.

                                  ARTICLE VIII
                              AMENDMENT OF THE PLAN

      8.1 This Plan may be amended at any time, or from time to time, by the
Committee, but no such amendment shall substantially impair the value of any SAR
then held by any recipient without the written consent of such recipient.

                                   ARTICLE IX
                      TERMINATION OR SUSPENSION OF THE PLAN

      9.1 The Board of Directors of the Company or the Committee may at any time
and for any or no reason suspend or terminate the Plan in whole or in part. The
Plan, unless sooner terminated pursuant to the provisions set forth herein,
shall terminate at the close of business on the date that the Board of Directors
or the Committee decide to terminate the Plan. No SARs shall be granted while
the Plan is suspended or after it is terminated. SARs granted while the Plan is
in effect shall not be substantially altered or impaired without the written
consent of the holder of such SAR. The power of the Committee under the terms of
this Plan to construe and administer the Plan shall continue after any
termination or suspension.

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                                    ARTICLE X
                                  MISCELLANEOUS

      10.1 No holder of any SAR, nor his or her Beneficiary, shall have the
right to pledge, hypothecate, mortgage, sell, assign, or transfer any of the
rights hereunder. Any attempt to do any of the aforementioned shall be null and
void.

      10.2 Whenever under this Plan any payments are to be made in cash, such
payments may be net of any amount sufficient to satisfy federal, state and local
withholding and other tax requirements as well as any amounts otherwise owed by
the recipient to the Company. The Company makes no representation or guarantee
regarding the tax consequences of an employee's participation in the Plan. Each
employee should consult with professional tax advisors to determine the tax
consequences of his or her participation. Each employee participating in this
Plan is responsible for all federal, state, or other taxes assessed on the
benefits under this Plan. The Company reserves the right to require that
benefits paid to employees pursuant to the terms of this Plan be made subject to
withholding of funds for tax purposes.

      10.3 No holder of any SAR nor his or her Beneficiary shall have any
rights, privileges or obligations with respect to any SAR issued hereunder
except as such rights, privileges or obligations are set forth in this Plan.

      10.4 Neither the establishment of this Plan, nor any modification or
amendment to the Plan, nor the creation of any fund or account, nor the payment
of any benefits, shall be construed as giving any employee or other person any
legal or equitable right against the Company except as specifically provided in
the Plan. In no event shall the terms of employment of any key employee be
modified or in any way be affected by the Plan, and will not alter or effect
such employees' at-will status or the employees' employment contract, as the
case may be.

      10.5 This Plan will be governed by, construed and enforced in accordance
with the laws of the State of California, without regard to conflicts of laws
doctrines.

      10.6 Except as otherwise expressly provided in this Plan, all legal,
accounting and other fees, costs and expenses incurred in connection with this
Plan will be paid by the party incurring such fees, costs and expenses.

      10.7 All actions or proceedings arising in connection with this Plan shall
be tried and litigated in the state or federal courts located in the County of
Orange, State of California. The foregoing choice of venue is intended by the
parties to be mandatory and not permissive in nature, thereby precluding the
possibility of litigation between the parties with respect to or arising out of
this Plan in any jurisdiction other than that specified in this Section 10.7.
Each party hereby waives any right it may have to assert the doctrine of forum
non conveniens or similar doctrine or to object to venue with respect to any
proceeding brought in accordance with this Section 10.7, and stipulates that the
state and federal courts located in the County of Orange, State of California
shall have in personam jurisdiction over each of them for the purpose of
litigating any such dispute, controversy or proceeding. Each party hereby
authorizes and accepts service of process sufficient for personal jurisdiction
in any action against it as contemplated by this Section 10.7 by registered or
certified mail, return receipt requested, postage prepaid, to its

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address for the giving of notices as set forth in the Company's books and
records. Nothing herein shall affect the right of any party to serve process in
any other manner permitted by law.

      10.8 Titles or captions contained herein are inserted as a matter of
convenience and for reference, and in no way define, limit, extend, or describe
the scope of this Plan or any other provision hereof.

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                    STOCK APPRECIATION RIGHTS INCENTIVE PLAN
                         ACCEPTANCE ACKNOWLEDGEMENT FORM

      I ACCEPT AND AGREE TO ABIDE BY THE TERMS OF THE PLAN AS SET FORTH IN THIS
DOCUMENT. I UNDERSTAND AND ACKNOWLEDGE THAT MY PARTICIPATION IN THE PLAN DOES
NOT ENTITLE ME TO DEMAND OR RECEIVE ANY SHARES, STOCK OR EQUITY IN JAMES HARDIE
INDUSTRIES N.V. OR ANY OF ITS AFFILIATE OR SUBSIDIARY COMPANIES. I UNDERSTAND
AND ACKNOWLEDGE THAT MY PARTICIPATION IN THE PLAN WILL NOT ALTER MY EMPLOYMENT
RELATIONSHIP IN ANY WAY.

                                             Participating Employee:

                                             _____________________________
                                             Print Name

                                             _____________________________
                                             Signature

                                             Date: _______________________

(Sign, date and return this
form to Cathy McCutcheon
in Mission Viejo, CA)