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                                                                     Exhibit 4.1


                          JAMES HARDIE INDUSTRIES N. V.

                           2001 EQUITY INCENTIVE PLAN

                              AMENDED AND RESTATED
                               (NOVEMBER 11, 2003)


                                    ARTICLE I
                                 PURPOSE OF PLAN

        The Company adopted this Plan to promote the interests of the Company
and its stockholders by using investment interests in the Company to attract,
retain and motivate its and its Affiliated Entities' employees and management.
Capitalized terms not otherwise defined herein have the meanings ascribed to
them in Article VII.

                                   ARTICLE II
                         EFFECTIVE DATE AND TERM OF PLAN

        2.1 TERM OF PLAN. This Plan became effective as of the Effective Date
and will continue in effect until the Expiration Date, at which time this Plan
will automatically terminate.

        2.2 EFFECT ON AWARDS. Awards may be granted only during the Plan Term,
but each Award granted during the Plan Term will remain in effect after the
Expiration Date until such Award has been exercised or terminated or expires in
accordance with its terms and the terms of this Plan.

                                   ARTICLE III
                             SHARES SUBJECT TO PLAN

        3.1 BOARD AUTHORIZATION.

               (a) On September 26, 2001, the Joint Board resolved to: (i)
authorize and approve the adoption of the Plan; (ii) establish the Committee to
administer the Plan, including granting Awards covering Plan Shares under the
Plan to Eligible Persons, (iii) appoint Alan McGregor, Martin Koffel and
Meredith Hellicar as initial members of the Committee, and (iv) reserve
45,077,100 shares of Common Stock for issuance upon exercise of Awards,
effective immediately following the submission of the declaration referred to in
article 52.3 of the Company's articles of association with the chamber of
commerce and industries for Amsterdam (the "Plan Shares").

               (b) On August 9, 2002, the authority to issue shares in the
Company and to grant rights to subscribe for shares (including pursuant to the
Plan) was transferred from the Joint Board to the Supervisory Board.



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               (c) On November 11, 2003, the Board resolved to appoint the
Remuneration Committee of the Board to be the Administrator of the Plan and to
amend and restate this Plan to (i) provide for the reduction of the exercise
price of Stock Options and other Awards granted under this Plan in the event of
a capital return by the Company, and (ii) clarify the intent and terms of this
Plan. As a result of the discretion granted to the Administrator in this Plan
and the benefits and consideration provided to Recipients, this Amendment did
not require the written consent of Recipients. This amended and restated Plan
shall govern the terms of all Awards granted on or after Effective Date.

        3.2 NUMBER OF SHARES. The maximum number of shares of Common Stock that
may be issued pursuant to Awards granted under this Plan is 45,077,100, subject
to adjustment as set forth in Section 3.5; provided, however, that the maximum
number of shares of Common Stock that may be offered in Australia (whether such
offer is made under an option or otherwise) is equal to the maximum number of
shares that may be offered (whether such offer is made under an option or
otherwise) in accordance with applicable Australian law without the need to
issue an Australian prospectus, subject to adjustment as set forth in Section
3.5.

        3.3 SOURCE OF SHARES. The Common Stock to be issued under this Plan will
be made available, at the discretion of the Administrator, either from
authorized but unissued shares of Common Stock, or from previously issued shares
of Common Stock reacquired by the Company in accordance with Dutch law and the
Company's articles of association.

        3.4 AVAILABILITY OF UNUSED SHARES. Shares of Common Stock subject to
unexercised portions of any Award that expire, terminate or are canceled, and
shares of Common Stock issued pursuant to an Award that are reacquired by the
Company pursuant to the terms of the Award under which such shares were issued,
shall, upon such expiration, termination, cancellation or reacquisition, become
available for the grant of further Awards under this Plan as part of the shares
available under Section 3.2. In addition, shares of Common Stock subject to an
Award that are delivered to or retained by the Company upon exercise to cover
cashless exercise or tax withholding, and any shares of Common Stock underlying
an Award that are not issued because the Award is settled in cash, shall be
available for grant of further Awards under this Plan as part of the shares
available under Section 3.2.

        3.5 ADJUSTMENT PROVISIONS.

               (a) Adjustments. If the Company consummates any Reorganization in
which holders of shares of Common Stock are entitled to receive in respect of
such shares any additional shares or new or different shares or securities, cash
or other consideration (including, without limitation, a different number of
shares of Common Stock), or if the outstanding shares of Common Stock are
increased, decreased or exchanged for a different number or kind of shares or
other securities through merger, consolidation, sale or exchange of assets of
the Company, reorganization, re-capitalization, reclassification, combination,
stock dividend, stock split, reverse stock split, spin-off, return of capital,
or similar transaction, then, subject to Section 5.15, an appropriate and
proportionate adjustment shall be made by the Administrator in: (1) the maximum
number and kind of shares subject to this Plan as provided in Section 3.2; (2)
the number and kind of shares or other securities subject to then outstanding
Awards; and/or (3) the



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price for each share or other unit of any other securities subject to, or
measurement criteria applicable to, then outstanding Awards.

               (b) No Fractional Interests. No fractional interests will be
issued under the Plan resulting from any adjustments.

               (c) Adjustments Related to Company Stock. To the extent any
adjustments relate to stock or securities of the Company, such adjustments will
be made by the Administrator, whose determination in that respect will be final,
binding and conclusive.

               (d) Right to Make Adjustment. The grant of an Award will not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

        3.6 RESERVATION OF SHARES. The Company will at all times reserve and
keep available for issuance shares of Common Stock equaling at least the total
number of shares of Common Stock issuable pursuant to all outstanding Awards
with due observance of Section 3.2.

                                   ARTICLE IV
                             ADMINISTRATION OF PLAN

        4.1 ADMINISTRATOR.

               (a) Plan Administration. This Plan shall be administered by the
Board and may also be administered by a Committee of the Board appointed
pursuant to Section 4.1(b).

               (b) Administration by Committee. The Board in its sole discretion
may from time to time appoint a Committee of not less than two (2) Board members
with authority to administer this Plan in whole or part and, subject to
applicable law, to exercise any or all of the powers, authority and discretion
of the Board under this Plan. The Board may from time to time increase or
decrease (but not below two (2)) the number of members of the Committee, remove
from membership on the Committee all or any portion of its members, and/or
appoint such person or persons as it desires to fill any vacancy existing on the
Committee, whether caused by removal, resignation or otherwise. The Board may
disband the Committee at any time.

        4.2 AUTHORITY OF ADMINISTRATOR.

               (a) Authority to Interpret Plan. Subject to the express
provisions of this Plan, the Administrator shall have the power to implement,
interpret and construe this Plan and any Awards and Award Documents or other
documents defining the rights and obligations of the Company and Recipients
hereunder and thereunder, to determine all questions arising hereunder and
thereunder, and to adopt and amend such rules and regulations for the
administration hereof and thereof as it may deem desirable. The interpretation
and construction by the Administrator of any provisions of this Plan or of any
Award or Award Document, and any action taken by, or inaction of, the
Administrator relating to this Plan or any Award or Award Document, shall be
within the discretion of the Administrator and shall be conclusive and binding
upon all persons.



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Subject only to compliance with the express provisions hereof, the Administrator
may act in its discretion in matters related to this Plan and any and all Awards
and Award Documents.

               (b) Authority to Grant Awards. Subject to the express provisions
of this Plan, the Administrator may from time to time in its discretion select
the Eligible Persons to whom, and the time or times at which, Awards will be
granted or sold, the nature of each Award, the number of shares of Common Stock
or the number of rights that make up or underlie each Award, the exercise price
and period (if applicable) for the exercise of each Award, and such other terms
and conditions applicable to each individual Award as the Administrator may
determine. Any and all terms and conditions of Awards may be established by the
Administrator without regard to existing Awards or other grants and without
incurring any obligation of the Company in respect of subsequent Awards. The
Administrator may grant or sell, at any time, new Awards to an Eligible Person
who has previously received Awards or other grants (including other stock
options) regardless of the status of such other Awards or grants. The
Administrator may grant Awards singly or in combination or in tandem with other
Awards as it determines in its discretion.

               (c) Procedures. Subject to the Company's constitution or any
Board resolution conferring authority on the Committee, any action of the
Administrator with respect to the administration of this Plan must be taken
pursuant to a majority vote of the authorized number of members of the
Administrator or by the unanimous written consent of its members; provided,
however, that (i) if the Administrator is the Committee and consists of two (2)
members, then actions of the Administrator must be unanimous, and (ii) actions
taken by the Board will be valid if approved in accordance with Dutch law.

        4.3 NO LIABILITY. No member of the Board or the Committee or any
designee thereof will be liable for any action or inaction with respect to this
Plan or any Award or any transaction arising under this Plan or any Award except
in circumstances constituting bad faith of such member.

        4.4 AMENDMENTS.

               (a) Plan Amendments. The Administrator may at any time and from
time to time in its discretion, insofar as permitted by applicable law, rule or
regulation and subject to Section 4.4(c), suspend or discontinue this Plan or
revise or amend it in any respect whatsoever, and this Plan as so revised or
amended will govern all Awards, including those granted before such revision or
amendment. Without limiting the generality of the foregoing, the Administrator
is authorized to amend this Plan to comply with or take advantage of amendments
to applicable laws, rules, or regulations of any exchange or market system upon
which the shares of Common Stock are listed or traded, or any rules or
regulations promulgated thereunder. No stockholder approval of any amendment or
revision will be required unless such approval is required by applicable law,
rule or regulation.

               (b) Award Amendments. The Administrator may at any time and from
time to time in its discretion, subject to Section 4.4(c) and compliance with
applicable statutory or administrative requirements, accelerate or extend the
vesting or exercise period of any Award as



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a whole or in part, and make such other modifications in the terms and
conditions of an Award as it deems advisable.

               (c) Limitation. Except as otherwise provided in this Plan or in
the applicable Award Document, no amendment, revision, suspension or termination
of this Plan or an outstanding Award that would alter, impair or diminish in any
material respect any rights or obligations under any Award theretofore granted
under this Plan may be effected without the written consent of the Recipient to
whom such Award was granted, provided that no such consent shall be required if
the Administrator determines in its sole discretion and prior to the date of any
Change in Control that such amendment or revision either is required or
advisable in order for the Company, the Plan or the Award to satisfy any law or
regulation or to meet the requirements of any accounting standard, or is not
reasonably likely to diminish the Recipient's benefits thereunder or that any
diminution has been adequately compensated for.

        4.5 OTHER COMPENSATION PLANS. The adoption of this Plan will not affect
any other stock option, incentive or other compensation plans in effect from
time to time for the Company or any Affiliated Entity, and this Plan will not
preclude the Company or any Affiliated Entity from establishing any other forms
of incentive or other compensation for their employees or their directors,
whether or not approved by stockholders.

        4.6 PLAN BINDING ON SUCCESSORS. This Plan will be binding upon the
successors and assigns of the Company.

        4.7 REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES. Any
reference in this Plan to a particular statute, regulation or rule will also
refer to any successor provision of such statute, regulation or rule.

        4.8 INVALID PROVISIONS. In the event that any provision of this Plan is
found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability is not to be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions are to be given full force and effect to the same extent as though
the invalid and unenforceable provision were not contained herein.

        4.9 GOVERNING LAW. This Plan will be governed by and interpreted in
accordance with the laws of The Netherlands, without giving effect to the
principles of the conflicts of laws thereof.

        4.10 INTERPRETATION. Headings herein are for convenience of reference
only, do not constitute a part of this Plan, and will not affect the meaning or
interpretation of this Plan. References herein to Sections or Articles are
references to the referenced Section or Article hereof, unless otherwise
specified. For purposes of the Plan, references to the "grant" or "granting" of
Awards shall mean the allocation by the Administrator of Awards covering Plan
Shares.



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                                    ARTICLE V
                            GENERAL AWARD PROVISIONS

        5.1 PARTICIPATION IN PLAN.

               (a) Eligibility to Receive Awards. A person is eligible to
receive grants of Awards if, at the time of the grant of the Award, such person
is an Eligible Person. Status as an Eligible Person shall not be construed as a
commitment that any Award will be granted under this Plan to an Eligible Person
or to Eligible Persons generally.

               (b) Awards to Foreign Nationals. Notwithstanding anything to the
contrary herein, the Administrator may, in order to fulfill the purposes of this
Plan, modify grants of Awards to Recipients who are foreign nationals or
employed outside of Australia to recognize differences in applicable law, tax
policy or local custom.

        5.2 AWARD DOCUMENTS.

               (a) Generally. Subject to Section 5.2(b), the grant of each Award
must be reflected in an agreement duly executed on behalf of the Company and by
the Recipient or, in the Administrator's discretion, a confirming memorandum
issued by the Company to the Recipient, setting forth such terms and conditions
applicable to the Award as the Administrator may in its discretion determine.
Awards shall not be deemed made or binding upon the Company, and Recipients
shall have no rights thereto, until such an agreement is entered into between
the Company and the Recipient or such a memorandum is delivered by the Company
to the Recipient, but an Award may have an effective date prior to the date of
such an agreement or memorandum. Award Documents may be (but need not be)
identical and must comply with and be subject to the terms and conditions of
this Plan, a copy of which will be provided to each Recipient and incorporated
by reference into each Award Document. Any Award Document may contain such other
terms, provisions and conditions not inconsistent with this Plan as may be
determined by the Administrator. In case of any conflict between this Plan and
any Award Document, this Plan shall control.

               (b) Australian Nationals. In addition to the document referred to
in Section 5.2(a), the Company shall comply with any requirements under
Australian law and provide such documents as are necessary to avoid the need for
a Disclosure Document.

        5.3 PAYMENT FOR AWARDS.

               (a) Payment of Exercise Price. The exercise price or other
payment for an Award is payable upon the exercise of a Stock Option or upon
other purchase of shares pursuant to an Award granted hereunder by delivery of
legal tender of Australia or payment of such other consideration as the
Administrator may from time to time deem acceptable in any particular instance,
including but not limited to delivery of legal tender of the United States;
provided, however, that the Administrator may, in the exercise of its
discretion, allow exercise of an Award in a broker-assisted or similar
transaction in which the exercise price is not received by the Company until
promptly after exercise.



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<PAGE>

               (b) Broker-Assisted Exercises. If permitted by the Administrator
and if the Company has established such a procedure, the exercise price for
Awards may be paid through a special sale and remittance procedure pursuant to
which the Recipient shall concurrently provide irrevocable instruction to (i) a
Company-designated brokerage firm to effect the immediate sale of the purchased
shares and remit to the Company, out of sale proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased shares of Common Stock, plus all applicable income and
employment taxes required to be withheld by the Company by reason of such
exercise and (ii) the Company to deliver the certificates for the purchased
shares of Common Stock directly to such brokerage firm in order to complete the
sale.

               (c) Company Assistance. The Company may assist any Recipient in
the payment of the purchase price or other amounts payable in connection with
the receipt or exercise of an Award, by lending such amounts to such person on
such terms and at such rates of interest (if any) and upon such security (if
any) as may be consistent with applicable law, including but not limited to the
Dutch Consumer Credit Act, the Sarbanes-Oxley Act of 2002, and Regulation G
promulgated by the Federal Reserve Board, and approved by the Administrator. In
case of such a loan, the Administrator may require that the exercise be followed
by a prompt sale of some or all of the underlying shares and that a portion of
the sale proceeds be dedicated to full payment of the exercise price and amounts
required pursuant to Section 5.10.

               (d) Cashless Exercise. If permitted in any case by the
Administrator in its discretion, the exercise price for Awards may be paid by
shares of Common Stock delivered in transfer to the Company by or on behalf of
the person exercising the Award and duly endorsed in blank or accompanied by
stock powers duly endorsed in blank, with signatures guaranteed in accordance
with the applicable legal statutes if required by the Administrator; or retained
by the Company from the securities otherwise issuable upon exercise or surrender
of vested and/or exercisable Awards or other equity awards previously granted to
the Recipient and being exercised (if applicable) (in either case valued at Fair
Market Value as of the exercise date); or such other consideration as the
Administrator may from time to time in the exercise of its discretion deem
acceptable in any particular instance.

               (e) No Precedent. Recipients will have no rights to the
broker-assisted procedure described in Section 5.3(b), the assistance described
in Section 5.3(c) or the exercise techniques described in Section 5.3(d), and
the Company may offer or permit such assistance or techniques on an ad hoc basis
to any Recipient without incurring any obligation to offer or permit such
assistance or techniques on other occasions or to other Recipients.

        5.4 NO EMPLOYMENT RIGHTS. Nothing contained in this Plan (or in Award
Documents or in any other documents related to this Plan or to Awards) will
confer upon any Eligible Person or Recipient any right to continue in the employ
of or engagement by the Company or any Affiliated Entity or constitute or form
part of any contract or agreement of employment or engagement, or interfere in
any way with the right of the Company or any Affiliated Entity to reduce such
person's compensation or other benefits or to terminate the employment or
engagement of such Eligible Person or Recipient, with or without cause. Except
as expressly provided in this Plan or in any statement evidencing the grant of
an Award, the



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Company has the right to deal with each Recipient in the same manner as if this
Plan and any such statement evidencing the grant of an Award did not exist,
including, without limitation, with respect to all matters related to the
hiring, discharge, compensation and conditions of the employment or engagement
of the Recipient. Unless otherwise set forth in a written agreement binding upon
the Company or an Affiliated Entity or required by applicable law, all employees
of the Company or an Affiliated Entity are "at will" employees whose employment
may be terminated by the Company or the Affiliated Entity at any time for any
reason or no reason, without payment or penalty of any kind. Any question(s) as
to whether and when there has been a termination of a Recipient's employment or
engagement, the reason (if any) for such termination, and/or the consequences
thereof under the terms of this Plan or any statement evidencing the grant of an
Award pursuant to this Plan will be determined by the Administrator and the
Administrator's determination thereof will be final and binding.

        5.5 RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS.

               (a) Government and Other Approvals. All Awards will be subject to
the requirement that, if at any time the Company determines, in its discretion,
that the listing, registration or qualification of the securities subject to
Awards granted under this Plan upon any securities exchange or inter-dealer
quotation system or under any Australian or foreign law, or the consent of the
members of the Company or approval of any government or regulatory body
(including any stock exchange on which the Company's securities are listed), is
necessary or desirable or required by law or any listing rules of any relevant
stock exchange as a condition of, or in connection with, the granting of such an
Award or the issuance, if any, or purchase of securities subject to an Award
granted under this Plan, such Award may not be exercised as a whole or in part
unless and until such listing, registration, qualification, consent or approval
has been effected or obtained free of any conditions not acceptable to the
Company. During the term of this Plan, the Company will use its reasonable
efforts to seek to obtain from the appropriate governmental and regulatory
agencies (including any relevant stock exchange) any requisite qualifications,
consents, approvals or authorizations in order to issue and sell such number of
shares of its Common Stock as is sufficient to satisfy the requirements of this
Plan. The inability of the Company to obtain any such qualifications, consents,
approvals or authorizations will relieve the Company of any liability in respect
of the non-issuance or sale of such stock as to which such qualifications,
consents, approvals or authorizations pertain.

               (b) No Registration Obligation; Recipient Representations. The
Company will be under no obligation to register or qualify the issuance of
Awards or underlying securities under the applicable securities laws (unless
required by such laws). Unless the issuance of Awards and underlying securities
have been registered under applicable securities laws, the Company shall be
under no obligation to issue any Awards or underlying securities unless the
Awards and underlying securities may be issued pursuant to applicable exemptions
from such registration or qualification requirements. In connection with any
such exempt issuance, the Administrator may require the Recipient to provide a
written representation and undertaking to the Company, satisfactory in form and
scope to the Company, that such Recipient is acquiring such Awards and
underlying securities for such Recipient's own account as an investment and not
with a view to, or for sale in connection with, the distribution of any such
securities, and that such person will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such transfer
under applicable law, and that if securities are



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<PAGE>

issued without registration, a legend to this effect (together with any other
legends deemed appropriate by the Administrator) may be endorsed upon the
securities so issued, and to the effect of any additional representations that
are appropriate in light of applicable securities laws and rules. The Company
may also order its transfer agent to stop transfers of such shares. The
Administrator may also require the Recipient to provide the Company such
information and other documents as the Administrator may request in order to
satisfy the Administrator as to the investment sophistication and experience of
the Recipient and as to any other conditions for compliance with any such
exemptions from registration or qualification.

               (c) Compliance with Laws. Any offer of Awards, any announcement
thereof and all offer notices, publications, advertisements and other documents,
such as Award Documents, in which an offer of an Award is made or a forthcoming
offer is announced, will (i) be in compliance with the applicable laws, rules
and regulations of the jurisdictions in which the persons to whom the offer is
directed are established, domiciled or resident and (ii) only be directed to
Eligible Persons. In addition, in an Award Document, the Recipient may be
required to represent that he or she is an Eligible Person. Any offer of Awards
by the Company shall, or receipt, purchase or exercise of Awards or Plan Shares
by a Recipient, or sale or other disposition of Plan Shares by a Recipient
should comply with the Company's insider trading policy or policies and all
applicable insider trading laws, rules and regulations.

        5.6 ADDITIONAL CONDITIONS. Any Award may also be subject to such other
provisions (whether or not applicable to any other Award or Recipient) as the
Administrator deems appropriate, including without limitation provisions for the
forfeiture of or restrictions on resale, transfer or other disposition of
securities of the Company acquired under this Plan, provisions giving the
Company the right to repurchase securities of the Company acquired under this
Plan in the event the Recipient leaves the Company for any reason or elects to
effect any disposition thereof, and provisions to comply with applicable
securities laws.

        5.7 NO PRIVILEGES RE STOCK OWNERSHIP OR SPECIFIC ASSETS. Except as
otherwise set forth herein, a Recipient or a permitted transferee of an Award
will have no rights as a shareholder with respect to any shares issuable or
issued in connection with the Award until the Recipient has delivered to the
Company all amounts payable and performed all obligations required to be
performed in connection with exercise of the Award and the Company has issued
such shares. No person will have any right, title or interest in any fund or in
any specific asset (including shares of Common Stock) of the Company by reason
of any Award granted hereunder. Neither this Plan (or any documents related
hereto) nor any action taken pursuant hereto is to be construed to create a
trust of any kind or a fiduciary relationship between the Company and any
person. To the extent that any person acquires a right to receive an Award
hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Company.

        5.8 NON-ASSIGNABILITY. No Award is assignable or transferable except:
(a) by will or by the laws of descent and distribution; or (b) upon dissolution
of marriage pursuant to a qualified domestic relations order or similar order by
a court of competent jurisdiction or, in the discretion of the Administrator and
under circumstances that would not adversely affect the interests of the
Company, transfers for estate planning purposes or pursuant to a nominal
transfer that does not result in a change in beneficial ownership. During the
lifetime of a Recipient, an



                                                                               9
<PAGE>

Award granted to such person will be exercisable only by the Recipient (or the
Recipient's permitted transferee) or such person's guardian or legal
representative.

        5.9 INFORMATION TO RECIPIENTS.

               (a) Provision of Information. The Administrator in its sole
discretion may determine what, if any, financial and other information is to be
provided to Recipients and when such financial and other information is to be
provided after giving consideration to applicable laws, rules and regulations.

               (b) Confidentiality. The furnishing of financial and other
information that is confidential to the Company is subject to the Recipient's
agreement to maintain the confidentiality of such financial and other
information, and not to use the information for any purpose other than
evaluating the Recipient's position under this Plan. The Administrator may
impose other restrictions on the access to and use of such confidential
information and may require a Recipient to acknowledge the Recipient's
obligations under this Section 5.9(b) (which acknowledgment is not to be a
condition to the Recipient's obligations under this Section 5.9(b)).

        5.10 WITHHOLDING TAXES. Whenever the granting, vesting or exercise of
any Award, or the issuance of any securities upon exercise of any Award or
transfer thereof, gives rise to tax or tax withholding liabilities or
obligations, the Administrator will have the right as a condition thereto to
require the Recipient to remit to the Company an amount sufficient to satisfy
any applicable statutory withholding tax requirements arising in connection
therewith. The Administrator may, in its discretion, allow satisfaction of tax
withholding requirements by accepting delivery of shares of Common Stock of the
Company or by withholding a portion of the shares of Common Stock otherwise
issuable in connection with an Award, in each case valued at Fair Market Value
as of the date of such delivery or withholding, as the case may be, is
determined.

        5.11 LEGENDS ON AWARDS AND STOCK CERTIFICATES. Each Award Document and
each certificate (if any) representing securities acquired upon vesting or
exercise of an Award must be endorsed with all legends, if any, required by
applicable securities and other laws to be placed on the Award Document and/or
the certificate (if any). The determination of which legends, if any, will be
placed upon Award Documents or the certificates will be made by the
Administrator in its discretion and such decision will be final and binding.

        5.12 EFFECT OF TERMINATION OF EMPLOYMENT ON AWARDS.

               (a) Alteration of Vesting and Exercise Periods. Notwithstanding
anything to the contrary herein, the Administrator may in its discretion (i)
designate shorter or longer periods following a Recipient's termination of
employment during which Awards may vest or be exercised; provided, however, that
any shorter periods determined by the Administrator will be effective only if
provided for in this Plan or the instrument that evidences the grant to the
Recipient of the affected Award or if such shorter period is agreed to in
writing by the Recipient, and (ii) accelerate the vesting of all or any portion
of any Awards by increasing the number of shares purchasable at any time.



                                                                              10
<PAGE>

               (b) Leave of Absence. In the case of any employee on an approved
leave of absence, the Administrator may make such provision respecting
continuance of Awards granted to such employee as the Administrator in its
discretion deems appropriate, except that in no event will an Award be
exercisable after the date such Award would expire in accordance with its terms
had the Recipient remained continuously employed.

               (c) General Cessation. Except as otherwise set forth in this Plan
or an Award Document or as determined by the Administrator in its discretion,
all Awards granted to a Recipient, and all of such Recipient's rights
thereunder, will terminate upon termination for any reason of such Recipient's
employment with the Company or any Affiliated Entity.

        5.13 RESTRICTIONS ON COMMON STOCK AND OTHER SECURITIES. Common Stock or
other securities of the Company issued or issuable in connection with any Award
will be subject to all of the restrictions imposed under this Plan upon Common
Stock issuable or issued upon exercise of Stock Options, except as otherwise
determined by the Administrator.

        5.14 CANCELLATION AND RESCISSION OF AWARDS. Unless an Award Document or
other separate written agreement binding upon the Company provides otherwise,
the Administrator may cancel any unexpired, unpaid or deferred Award (whether or
not vested) at any time if the Recipient thereof fails at any time to comply
with all applicable provisions of the Award Document or this Plan.

        5.15 EFFECT OF CHANGE IN CONTROL. Unless otherwise set forth in an Award
Document or in this Section 5.15, as of the effective time and date of any
Change in Control, this Plan and any then outstanding Awards (whether or not
vested) will automatically terminate unless: (a) provision is made in writing in
connection with such transaction for the continuance of this Plan and for the
assumption of such Awards, or for the substitution for such Awards of new awards
covering the securities of a successor entity or an affiliate thereof, on no
less favorable terms and with appropriate adjustments as to the number and kind
of securities and exercise prices or other measurement criteria, in which event
this Plan and such outstanding Awards will continue or be replaced, as the case
may be, in the manner and under the terms so provided; or (b) the Board
otherwise provides in writing for such adjustments as it deems appropriate in
the terms and conditions of the then-outstanding Awards (whether or not vested),
including, without limitation, (i) accelerating the vesting of outstanding
Awards, and/or (ii) providing for the cancellation of Awards and their automatic
conversion into the right to receive the securities, cash or other consideration
that a holder of the shares underlying such Awards would have been entitled to
receive upon consummation of such Change in Control had such shares been issued
and outstanding immediately prior to the effective date and time of the Change
in Control (net of the appropriate option exercise prices). If, pursuant to the
foregoing provisions of this Section 5.15, this Plan and the Awards terminate by
reason of the occurrence of a Change in Control without provision for any of the
action(s) described in clause (a) or (b) hereof, then subject to Section 5.12,
Section 5.16 and Section 6.1(e), any Recipient holding outstanding Awards will
have the right, at such time prior to the consummation of the Change in Control
as the Board designates, to exercise or receive the full benefit of the
Recipient's Awards to the full extent not theretofore exercised, including any
installments which have not yet become vested.



                                                                              11
<PAGE>

        5.16 TERMINATION OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN CONTROL.

               (a) Acceleration of Awards. Unless otherwise set forth in an
Award Document, if a Change in Control occurs and provision for Awards is made
as described in part (a) or (b) of Section 5.15 such that a Recipient continues
to own Awards or replacement awards, but in connection with such Change in
Control and without any circumstances that would justify a Just Cause Dismissal
of the Recipient, the Recipient's employment with the Company or an Affiliated
Entity is terminated by the Company or an Affiliated Entity as described in
Section 5.16(b), then, subject to Sections 5.12, 6.1(e), and 6.3(e) and the
terms of any written employment agreement between the Company or any Affiliated
Entity and the Recipient, such Recipient will have the right to exercise or
receive the full benefit of the Recipient's Awards during the applicable time
period provided in Sections 5.12, 6.1(e), and 6.3(e) without regard to any
vesting or performance requirements or other milestones.

               (b) Employment Termination. For purposes of this Section, and
subject to any separate written agreement binding upon the Company, a
Recipient's employment with the Company or any Affiliated Entity will be deemed
to have been terminated in connection with a Change in Control if within two
years of the Change in Control: (i) the Recipient is removed from the
Recipient's employment by, or resigns the Recipient's employment upon the
request of, a Person exercising practical voting control over the Company
following the Change in Control or a person acting upon authority or at the
instruction of such Person; or (ii) the Recipient's position is eliminated as a
result of a reduction in force made to reduce over-capacity or unnecessary
duplication of personnel and the Recipient is not offered a replacement position
with compensation substantially similar to the compensation in effect
immediately before the Change in Control; or (iii) the Recipient terminates
employment because he or she is forced to relocate to a work place more than 50
miles away from his or her work place before the Change in Control. Unless
otherwise provided in a written agreement with the Company or any Affiliated
Entity, assignment of a Recipient to different duties or reporting will not be
deemed to constitute or justify termination of Recipient's employment in
connection with the Change in Control.

                                   ARTICLE VI
                                     AWARDS

        6.1 STOCK OPTIONS.

               (a) Nature of Stock Options. Stock Options granted under this
Plan shall be Nonstatutory Stock Options.

               (b) Option Exercise Price. The exercise price for each Stock
Option will be determined by the Administrator as of the date such Stock Option
is granted. The exercise price may be greater than or less than the Fair Market
Value of the shares of Common Stock subject to the Stock Option as of the date
of grant, provided that in no event may the exercise price per share of Common
Stock be less than the nominal value, if any, per share of the Common Stock
subject to the Stock Option.



                                                                              12
<PAGE>

               (c) Option Period and Vesting. A Stock Option shall become
exercisable, as a whole or in part, on the date or dates specified by the
Administrator and thereafter shall remain exercisable until the earlier of (i)
the date that such Stock Option expires and becomes unexercisable pursuant to
the terms of an Award Document or the terms of this Plan and (ii) the date that
is ten (10) years after the date of grant.

               (d) Exercise of Stock Options. The exercise price for Stock
Options will be paid as set forth in Section 5.3. No Stock Option will be
exercisable except in respect of whole shares, and fractional share interests
shall be disregarded. A Stock Option will be deemed to be exercised when the
individual at the Company designated as its "Stock Plan Administrator" (or other
designated official of the Company) receives written notice of such exercise
from the Recipient in the form of Exhibit A hereto or such other form as the
Company may specify from time to time, together with payment of the exercise
price in accordance with Section 5.3 and any amounts required under Section 5.10
or, with permission of the Administrator, arrangement for such payment.
Notwithstanding any other provision of this Plan, the Administrator may impose,
by rule and/or in Award Documents, such conditions upon the exercise of Stock
Options (including, without limitation, conditions limiting the time of exercise
to specified periods) as may be required to satisfy applicable regulatory
requirements.

               (e) Termination of Employment.

                        (i) Termination for Just Cause. Subject to Section 5.12
and except as otherwise provided in the Award Document or any written agreement
between the Company or an Affiliated Entity and the Recipient, which may be
entered into at any time before or after termination of employment, in the event
of a Just Cause Dismissal of a Recipient all of the Recipient's unexercised
Stock Options, whether or not vested, will expire and become unexercisable as of
the date of such Just Cause Dismissal.

                        (ii) Termination Other Than for Just Cause. Subject to
Section 5.12 and except as otherwise provided in the Award Document or any
written agreement between the Company or an Affiliated Entity and the Recipient,
which may be entered into at any time before or after termination of employment,
if a Recipient's employment with the Company or any Affiliated Entity is
terminated:

                                (A) by the Company or an Affiliated Entity on
account of a Redundancy Termination, then (1) all Stock Options that would have
vested between the date of such termination and December 31st of the year in
which termination occurs shall vest in full and (2) all of the Recipient's
vested Stock Options shall remain exercisable until the earlier of (x) the date
such Stock Options would expire in accordance with their terms and (y) 90 days
after the date of termination of employment. All other unvested Stock Options
shall immediately expire and become unexercisable as of the date of such
termination.

                                (B) by the Company or an Affiliated Entity for
any reason other than Just Cause Dismissal, Redundancy Termination, death,
Retirement or Permanent Disability, then, except as required by applicable law,
(1) all unvested Stock Options shall immediately expire and become unexercisable
on the date of such termination and (2) all vested and unexercised options shall
remain exercisable until the earlier of (x) the date such Stock Options



                                                                              13
<PAGE>

would expire in accordance with their terms and (y) 90 days after the date of
termination of employment.

                                (C) by the Recipient for any reason other than
death, Retirement or Permanent Disability, the Recipient's unexercised Stock
Options that are not vested as of the termination date will expire and become
unexercisable as of the date of termination, and the Recipient's unexercised
Stock Options that are vested as of the date of termination will become
unexercisable as of the earlier of: (1) the date such Stock Options would expire
in accordance with their terms had the Recipient remained employed; and (2) 90
days after the date of termination of employment.

                                (D) due to death, Retirement or Permanent
Disability, the Recipient's unexercised Stock Options will vest in full and will
become unexercisable as of the earlier of: (1) the date such Stock Options would
expire in accordance with their terms had the Recipient remained employed; and
(2) two years after the date of death, Retirement or Permanent Disability.

        6.2 PERFORMANCE AWARDS.

               (a) Grant of Performance Award. The Administrator will determine
in its discretion, subject to applicable law, the performance criteria (which
need not be identical and may be established on an individual or group basis)
governing Performance Awards, the terms thereof, and the form and time of
payment of Performance Awards.

               (b) Payment of Award. Upon satisfaction of the conditions
applicable to a Performance Award, payment will be made to the Recipient in
cash, in shares of Common Stock valued at Fair Market Value as of the date
payment is due, or in a combination of shares of Common Stock and cash, as the
Administrator in its discretion may determine.

        6.3 RESTRICTED STOCK.

               (a) Award of Restricted Stock. The Administrator will determine
the Purchase Price (if any), the terms of payment of the Purchase Price, the
restrictions upon the Restricted Stock, and when such restrictions will lapse.

               (b) Requirements of Restricted Stock. All shares of Restricted
Stock granted or sold pursuant to this Plan will be subject to the following
conditions:

                        (i) No Transfer. The shares of Restricted Stock may not
be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
alienated or encumbered until the restrictions are removed or expire;

                        (ii) Certificates. The Administrator may require that
the certificates representing shares of Restricted Stock (if any) granted or
sold to a Recipient remain in the physical custody of an escrow holder or the
Company until all restrictions are removed or expire;

                        (iii) Restrictive Legends. Each certificate (if any)
representing shares of Restricted Stock granted or sold to a Recipient pursuant
to this Plan will bear such legend or



                                                                              14
<PAGE>

legends making reference to the restrictions imposed upon such shares of
Restricted Stock as the Administrator in its discretion deems necessary or
appropriate to enforce such restrictions; and

                        (iv) Other Restrictions. The Administrator may impose
such other conditions on shares of Restricted Stock as the Administrator may
deem advisable, including, without limitation, trading or other restrictions
under any laws or rules of any applicable stock exchange or clearing house
applicable to such securities.

               (c) Lapse of Restrictions. The restrictions imposed upon
Restricted Stock will lapse in accordance with such terms or other conditions as
are determined by the Administrator.

               (d) Rights of Recipient. Subject to the provisions of Section
6.3(b) and any restrictions imposed upon the shares of Restricted Stock, the
Recipient will have all rights of a stockholder with respect to the shares of
Restricted Stock granted or sold to such Recipient under this Plan, including,
without limitation, the right to vote the shares of Restricted Stock and receive
all dividends and other distributions paid or made with respect thereto.

        6.4 STOCK APPRECIATION RIGHTS.

               (a) Granting of Stock Appreciation Rights. The Administrator may
at any time and from time to time approve the grant to Eligible Persons of Stock
Appreciation Rights, related or unrelated to Stock Options.

               (b) Stock Appreciation Rights Related to Options.

                        (i) A Stock Appreciation Right related to a Stock Option
will entitle the holder of the related Stock Option, upon exercise of the Stock
Appreciation Right, to surrender such Stock Option, or any portion thereof to
the extent previously vested but unexercised, with respect to the number of
shares of Common Stock as to which such Stock Appreciation Right is exercised,
and to receive payment of an amount computed pursuant to Section 6.4(b)(iii).
Such Stock Option will, to the extent surrendered, then cease to be exercisable.

                        (ii) A Stock Appreciation Right related to a Stock
Option hereunder will be exercisable at such time or times, and only to the
extent that, the related Stock Option is exercisable, and will not be
transferable except to the extent that such related Stock Option may be
transferable (and under the same conditions), will expire no later than the
expiration of the related Stock Option, and may be exercised only when the
market price of the Common Stock subject to the related Stock Option exceeds the
exercise price of the Stock Option.

                        (iii) Upon the exercise of a Stock Appreciation Right
related to a Stock Option, the Recipient will be entitled to receive payment of
an amount determined by multiplying: (A) the difference obtained by subtracting
the exercise price of a share of Common Stock specified in the related Stock
Option from the Fair Market Value of a share of Common Stock on the date of
exercise of such Stock Appreciation Right (or as of such other date or as of the
occurrence of such event as may have been specified in the instrument evidencing
the grant



                                                                              15
<PAGE>

of the Stock Appreciation Right), by (B) the number of shares as to which such
Stock Appreciation Right is exercised.

               (c) Stock Appreciation Rights Unrelated to Options. The
Administrator may grant Stock Appreciation Rights unrelated to Stock Options.
Section 6.4(b)(iii) will govern the amount payable at exercise under such Stock
Appreciation Right, except that in lieu of an option exercise price the initial
base amount specified in the Award shall be used.

               (d) Limits. Notwithstanding the foregoing, the Administrator, in
its discretion, may place a dollar limitation in such currency as it in its
discretion chooses on the maximum amount that will be payable upon the exercise
of a Stock Appreciation Right.

               (e) Payments. Payment of the amount determined under the
foregoing provisions may be made solely in whole shares of Common Stock valued
at their Fair Market Value on the date of exercise of the Stock Appreciation
Right or, alternatively, at the discretion of the Administrator, in cash (in
such currency as the Administrator in its discretion chooses) or in a
combination of cash and shares of Common Stock as the Administrator deems
advisable. The Administrator has full discretion to determine the form in which
payment of a Stock Appreciation Right will be made and to consent to or
disapprove the election of a Recipient to receive cash in full or partial
settlement of a Stock Appreciation Right. If the Administrator decides to make
full payment in shares of Common Stock, and the amount payable results in a
fractional share, payment for the fractional share will be made in cash.

        6.5 STOCK PAYMENTS. The Administrator may approve Stock Payments to any
Eligible Person on such terms and conditions as the Administrator may determine.
Stock Payments will replace cash compensation at the Fair Market Value of the
Common Stock on the date payment is due.

        6.6 DIVIDEND EQUIVALENTS. The Administrator may grant Dividend
Equivalents to any Recipient who has received a Stock Option, Stock Appreciation
Right or other Award denominated in shares of Common Stock. Dividend Equivalents
may be paid in cash, shares of Common Stock or other Awards; the amount of
Dividend Equivalents paid other than in cash will be determined by the
Administrator by application of such formula as the Administrator may deem
appropriate to translate the cash value of dividends paid to the alternative
form of payment of the Dividend Equivalent. Dividend Equivalents will be
computed as of each dividend record date and will be payable to recipients
thereof at such time as the Administrator may determine.

        6.7 STOCK BONUSES. The Administrator may issue Stock Bonuses to Eligible
Persons on such terms and conditions as the Administrator may determine.

        6.8 STOCK SALES. The Administrator may sell to Eligible Persons shares
of Common Stock on such terms and conditions as the Administrator may determine.

        6.9 OTHER STOCK-BASED BENEFITS. The Administrator is authorized to grant
Other Stock-Based Benefits. Other Stock-Based Benefits are any arrangements
granted under this Plan not otherwise described above that: (a) by their terms
might involve the issuance or sale of shares of Common Stock or other securities
of the Company; or (b) involve a benefit that is measured, as a whole or in
part, by the value, appreciation, dividend yield or other features



                                                                              16
<PAGE>

attributable to a specified number of shares of Common Stock or other securities
of the Company.

                                   ARTICLE VII
                                   DEFINITIONS

        Capitalized terms used in this Plan and not otherwise defined have the
meanings set forth below:

        "ADMINISTRATOR" means the Board as long as no Committee has been
appointed and is in effect and also means the Committee to the extent that the
Board has delegated authority thereto.

        "AFFILIATED ENTITY" means any entity controlled by the Company.

        "APPLICABLE DIVIDEND PERIOD" means (i) the period between the date a
Dividend Equivalent is granted and the date the related Stock Option, Stock
Appreciation Right, or other Award is exercised, terminates, or is converted
into shares of Common Stock, or (ii) such other time as the Administrator may
specify in the written instrument evidencing the grant of the Dividend
Equivalent.

        "ASX" means the Australian Stock Exchange Limited, or the stock market
conducted by it, as the context requires.

        "AWARD" means any Stock Option, Performance Award, Restricted Stock,
Stock Appreciation Right, Stock Payment, Stock Bonus, Stock Sale, Dividend
Equivalent, or Other Stock-Based Benefit granted or sold to a Recipient under
this Plan.

        "AWARD DOCUMENT" means the agreement or confirming memorandum setting
forth the terms and conditions of an Award.

        "BOARD" means the Supervisory Board of the Company.

        "CHANGE IN CONTROL" means the following and shall be deemed to occur if
any of the following events occurs:

                (i) Any Person becomes the beneficial owner (within the meaning
        of applicable securities laws) of 30% or more of either the then
        outstanding shares of Common Stock or the combined voting power of the
        Company's then outstanding securities entitled to vote generally in the
        election of directors; or

               (ii) Individuals who, as of the Effective Date hereof, constitute
        the Board (the "INCUMBENT BOARD"), cease for any reason to constitute at
        least a majority of the Board, provided that any individual who becomes
        a member of the Board after the effective date hereof whose election, or
        nomination for election by the Company's shareholders, is approved by a
        vote of at least a majority of the directors then comprising the
        Incumbent Board shall be considered to be a member of the Incumbent
        Board unless that individual was nominated or elected by any person,
        entity or group (as defined above) having the power to exercise, through
        beneficial ownership, voting agreement and/or proxy, twenty



                                                                              17
<PAGE>

        percent (20%) or more of either the outstanding shares of Common Stock
        or the combined voting power of the Company's then outstanding voting
        securities entitled to vote generally in the election of directors, in
        which case that individual shall not be considered to be a member of the
        Incumbent Board unless such individual's election or nomination for
        election by the Company's shareholders is approved by a vote of at least
        two-thirds of the directors then comprising the Incumbent Board; or

               (iii) Consummation by the Company of the sale or other
        disposition by the Company of all or substantially all of the Company's
        assets or a Reorganization of the Company with any other person,
        corporation or other entity, other than a

                      (A) Reorganization that would result in the voting
        securities of the Company outstanding immediately prior thereto (or, in
        the case of a Reorganization that is preceded or accomplished by an
        acquisition or series of related acquisitions by any Person, by tender
        or exchange offer or otherwise, of voting securities representing 5% or
        more of the combined voting power of all securities of the Company,
        immediately prior to such acquisition or the first acquisition in such
        series of acquisitions) continuing to represent, either by remaining
        outstanding or by being converted into voting securities of another
        entity, more than 50% of the combined voting power of the voting
        securities of the Company or such other entity outstanding immediately
        after such Reorganization (or series of related transactions involving
        such a Reorganization), or

                      (B) Reorganization effected to implement a
        re-capitalization or re-incorporation of the Company (or similar
        transaction) that does not result in a material change in beneficial
        ownership of the voting securities of the Company or its successor; or

               (iv) Resolution of the shareholders of the Company or a court
        order of the competent Dutch court to liquidate the Company or the
        liquidation of the Company on any other ground for liquidation pursuant
        to applicable law.

        "COMMITTEE" means any committee appointed by the Board to administer
this Plan pursuant to Section 4.1.

        "COMMON STOCK" means the common stock of the Company, as constituted at
the moment immediately following the submission of the declaration referred to
in article 52.3 of the Company's articles of association with the chamber of
commerce and industries for Amsterdam, and as thereafter adjusted under Section
3.5. The Administrator, in its discretion, may treat CUFS or American Depository
Shares ("ADSs") evidenced by American Depository Receipts ("ADRs") as equivalent
to and interchangeable with the Common Stock of the Company for the purposes of
this Plan, in the case of ADRs on a proportionately adjusted basis to account
for the ratio of Common Stock in relation to ADRs.

        "COMPANY" means James Hardie Industries N.V., a company incorporated
under the laws of The Netherlands, with its corporate seat in Amsterdam, The
Netherlands.

        "CUFS" means CHESS Units of Foreign Securities as defined in the SCH
Business Rules.



                                                                              18
<PAGE>

        "DISCLOSURE DOCUMENT" has the same meaning as set out in the
Corporations Law.

        "DIVIDEND EQUIVALENT" means a right granted by the Company under Section
6.6 to a holder of a Stock Option, Stock Appreciation Right or other Award
denominated in shares of Common Stock to receive from the Company during the
Applicable Dividend Period payments equivalent to the amount of dividends
payable to holders of the number of shares of Common Stock underlying such Stock
Option, Stock Appreciation Right, or other Award.

        "EFFECTIVE DATE" means September 26, 2001, the date that the Plan was
adopted by the Board.

        "ELIGIBLE PERSON" means employees of the Company or of any Affiliated
Entity, including officers of the Company or of any Affiliated Entity who are
employees of the Company or any Affiliated Entity; provided, however, that any
employee who is also a member of the Managing, Supervisory or Joint Boards of
the Company shall not be an Eligible Person, and provided further, that if any
listing rule of any stock exchange where the Company's securities are listed or
the ASX requires the Company to obtain shareholder approval prior to granting an
Award or issuing any securities to any employee, such an employee is not an
Eligible Person unless and until any such shareholder approval has been
obtained.

        "EXPIRATION DATE" means the tenth (10th) anniversary of the Effective
Date.

        "FAIR MARKET VALUE" as of a particular date means either:

               (i) the market price of a share of the Common Stock determined as
        follows: (A) if the stock is listed on an established stock exchange or
        exchanges (including for this purpose, the Nasdaq National Market), the
        closing price of a share on that trading day on the primary exchange
        upon which the stock trades, as measured by volume, as published in The
        Australian Financial Review or other reputable newspaper circulating in
        the country where the Company's Common Stock is primarily listed, or if
        no sale price was quoted for such date, then as of the next preceding
        date on which such a sale price was quoted, or (B) if the stock is not
        then listed on an established stock exchange, the fair market value as
        determined by the Administrator in good faith on such basis as it deems
        appropriate;

               (ii) the market price of an ADS evidenced by an ADR determined as
        follows: (A) if the ADR is listed on an established exchange or
        exchanges (including for this purpose, the Nasdaq National Market), the
        closing price of the ADR on that trading day on the primary exchange on
        which the ADR trades, as measured by volume, as published in The Wall
        Street Journal or other reputable newspaper circulating in the country
        where the Company's ADRs are primarily listed, or if no sale price was
        quoted for such date, then as of the next preceding date on which the
        sale price was quoted, or (B) if the ADR is not then listed on an
        established stock exchange, the fair market value as determined by the
        Administrator in good faith on such basis as it deems appropriate; or

               (iii) the market price of a single CUFS unit determined as
        follows: (A) if the CUFS are listed on an established exchange or
        exchanges (including for this purpose, the ASX), the arithmetic mean of
        the highest and lowest sale prices of the CUFS or the underlying stock
        for that trading day on the primary exchange on which the CUFS or



                                                                              19
<PAGE>

        underlying stock trade, as measured by volume, as published in The
        Australian Financial Review or other reputable newspaper circulating in
        the country where the Company's CUFS are primarily listed, or if no sale
        price was quoted for such date, then as of the next preceding date on
        which the sale price was quoted, or (B) if the CUFS or underlying stock
        are not then listed on an established stock exchange, the fair market
        value as determined by the Administrator in good faith on such basis as
        it deems appropriate.

        "JUST CAUSE DISMISSAL" means a termination of a Recipient's employment
for any of the following reasons: (i) the refusal of the Recipient to carry out
reasonable directions provided to the Recipient by the Board, the President or
Chief Executive Officer of the Company, or any other person who has the
authority to so direct the Recipient; (ii) the commission of a grossly negligent
act by the Recipient in the performance of his or her duties which injures the
Company; (iii) the commission of theft from the Company by the Recipient; (iv) a
material violation of any policy of the Company which injures the Company; (v)
the conviction of the Recipient of violating a criminal law that involves the
commission of a felony or other crime that involves moral turpitude; (vi) the
performance of services by the Recipient for any other person or entity that, in
the judgment of the Chief Executive Officer of the Company or other senior
executive officer designated by the Administrator, competes with the Company or
an Affiliated Entity, or is otherwise prejudicial to or in conflict with the
business or interests of the Company or its Affiliated Entities, while the
Recipient is employed by the Company and without the prior written approval of
the Chief Executive Officer of the Company.

        "NONSTATUTORY STOCK OPTION" means a regular Stock Option that is not
covered by special tax or other regulatory provisions.

        "OTHER STOCK-BASED BENEFITS" means an Award granted under Section 6.9.

        "PERFORMANCE AWARD" means an Award under Section 6.2, payable in cash,
shares of Common Stock or a combination thereof, that vests and becomes payable
over a period of time upon attainment of individual performance criteria or
other criteria tied to the performance of the Company, any Affiliated Entity, or
any part of the Company or any Affiliated Entity, established in connection with
the grant of the Award, which may include satisfactory completion of a specified
period of employment service.

        "PERMANENT DISABILITY" means that the Recipient becomes physically or
mentally incapacitated or disabled so that the Recipient is unable to perform
substantially the same services as the Recipient performed prior to incurring
such incapacity or disability (the Company, at its option and expense, being
entitled to retain a physician to confirm the existence of such incapacity or
disability, and the determination of such physician to be binding upon the
Company and the Recipient), and such incapacity or disability continues for a
period of three consecutive months or six months in any 12-month period or such
other period(s) as may be determined by the Administrator with respect to any
Award.

        "PERSON" means any person, entity or group, within the meaning ascribed
to by relevant security laws, but excluding (i) the Company and its
subsidiaries, (ii) any depositary for the CUFS or ADRs, (iii) any employee stock
ownership or other employee benefit plan maintained



                                                                              20
<PAGE>

by the Company and (iv) an underwriter or underwriting syndicate that has
acquired the Company's securities solely in connection with a public offering
thereof.

        "PLAN" means the 2001 Equity Incentive Plan of the Company, as amended
from time to time.

        "PLAN TERM" means the period during which this Plan remains in effect
(commencing the Effective Date and ending on the Expiration Date).

        "PURCHASE PRICE" means the purchase price (if any) to be paid by a
Recipient for Restricted Stock as determined by the Administrator (which price
shall be at least equal to the minimum price required under applicable laws and
regulations for the issuance of shares of Common Stock which is nontransferable
and subject to a substantial risk of forfeiture until specific conditions are
met).

        "RECIPIENT" means an employee, including an officer, who has received an
Award under this Plan.

        "REDUNDANCY TERMINATION" means termination of a Recipient's employment
as a result of the elimination of a Recipient's position or as part of a
reduction of force that is not related to the performance of the Recipient.

        "REORGANIZATION" means any merger, consolidation or other
reorganization.

        "RESTRICTED STOCK" means Common Stock or CUFS issued in respect of such
stock that is the subject of an Award made under Section 6.3 and that is
nontransferable and subject to a substantial risk of forfeiture until specific
conditions are met, as set forth in this Plan and in any statement evidencing
the grant of such Award.

        "RETIREMENT" of a Recipient means the Recipient's resignation from the
Company or any Affiliated Entity after reaching age 62 and at least five years
of full-time employment by the Company or any Affiliated Entity, without any
circumstances that would justify a Just Cause Dismissal of the Recipient.

        "STOCK APPRECIATION RIGHT" means a right granted under Section 6.4 to
receive a payment that is measured with reference to the amount by which the
Fair Market Value of a specified number of shares of Common Stock appreciates
from a specified date, such as the date of grant of the Stock Appreciation
Right, to the date of exercise.

        "STOCK BONUS" means an issuance or delivery of unrestricted or
restricted shares of Common Stock under Section 6.7 as a bonus for services
rendered or for any other valid consideration under applicable law.

        "STOCK PAYMENT" means a payment in shares of Common Stock under Section
6.5 to replace all or any portion of the compensation or other payment that
would otherwise become payable to the Recipient in cash.

        "STOCK OPTION" means a right to purchase shares of Common Stock granted
under Section 6.1 of this Plan.

                                                                              21