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                                                                     EXHIBIT 4.5

                                                          Allens Arthur Robinson
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                           JAMES HARDIE INDUSTRIES NV
                                ARBN 097 829 895
        Incorporated in The Netherlands with corporate seat in Amsterdam.
                      The liability of members is limited.

                       SUPERVISORY BOARD SHARE PLAN (SBSP)

                              TERMS AND CONDITIONS


1.      DEFINITIONS
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1.1     In the SBSP unless the context otherwise requires:

        ADDITIONAL SECURITIES means Shares, which may be held in the form of
        CUFS, allotted to a Participant in accordance with clause 5;

        ANNUAL GENERAL MEETING means an annual general meeting of Shareholders;

        ASX means Australian Stock Exchange Limited;

        BUSINESS DAY has the same meaning as given in the Listing Rules;

        CHANGE IN CONTROL means:

        (a)     a person obtains Voting Power in James Hardie of at least 30%
                pursuant to a takeover bid for all or a proportion of all the
                voting shares of James Hardie which is or becomes unconditional;

        (b)     a scheme of arrangement or other merger proposal in relation to
                James Hardie becomes binding on the holders of all of the voting
                shares of James Hardie and by reason of such scheme or proposal
                a person obtains Voting Power in James Hardie of at least 30%;
                or

        (c)     a person becomes beneficial owner of at least 30% of the voting
                shares of James Hardie on issue other than under (a) or (b);

        COMPANY means James Hardie Industries N.V., with corporate seat at
        Amsterdam, The Netherlands;

        CUFS means CHESS Units of Foreign Security in respect of a Share;

        DIRECTOR means a member of the Supervisory Board of the Company;

        ESCROW PERIOD means the earlier of 24 months from the date of issue of
        the Restricted Security and the occurrence of a Change in Control;

        HOLDING LOCK has the same meaning as given in the Listing Rules;

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        ISSUE PRICE means the price at which Shares are issued in accordance
        with the provisions of clause 3.2;

        LISTING RULES means the listing rules of ASX;

        MANAGING BOARD means the managing board of the Company;

        MARKET PRICE means the amount equal to the average last traded price at
        which the Shares were traded on the ASX during the 5 Business Day period
        before the day the Shares are issues to the relevant Director;

        MAXIMUM ADDITIONAL AMOUNT means the amount equal to the annual fee
        payable to the Director for the then current financial year less
        US$10,000;

        PARTICIPANT means a Director who is eligible to participate in the SBSP
        under clause 2;

        REQUEST FORM means a form lodged by a Participant for the purposes of
        clause 5, in such form as is acceptable to the Company;

        RESTRICTED SECURITIES means Shares allotted by the Company pursuant to
        the SBSP that may be held in the form of CUFS and will be subject to an
        Escrow Period;

        SHARE means an (ordinary) share in the capital of the Company;

        SHAREHOLDERS means holders of Shares;

        SBSP means the Supervisory Board Share Plan established under this
        document as amended from time to time; and

        VOTING POWER has the same meaning as is given to the term in the
        Corporations Act 2001.

1.2     Words denoting the singular number only shall include the plural number
        and vice versa.

1.3     Headings have been inserted for ease of reference only and shall not
        affect the interpretation of the SBSP.

2.      ELIGIBILITY
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        Participation in the SBSP is limited to Directors, as approved by
        Shareholders from time to time to the extent required by law, the
        Articles of Association of the Company or the Listing Rules.

3.      ISSUE OF SHARES
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3.1     TIMING AND NUMBER OF SHARES

        Within 10 Business Days after the issue by the Company of its first
        quarter financial results following each Annual General Meeting, the
        Company shall:


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        (a)     issue to each Participant the number of Restricted Securities
                equivalent to the cash amount of US$10,000 less any amount of
                withholding or similar tax payable by the Company; and

        (b)     issue to each Participant the number of Additional Securities
                equal to the amount nominated by the Participant up to the
                Maximum Additional Amount less any amount of withholding or
                similar tax payable by the Company.

        The issues made to a Participant under this SBSP shall be made instead
        of the fees that would otherwise be payable to that Participant.

3.2     ISSUE PRICE

        Restricted Securities and Additional Securities issued pursuant to
        clause 3.1 will be issued at the Market Price.

3.3     ISSUE ON IDENTICAL TERMS

        The issue of Restricted Securities and Additional Securities to all
        Participants shall be made on identical terms.

3.4     FRACTIONS OF SHARE

        Where any calculation or adjustment made under these Rules produces a
        fraction of a cent or a Share, the fraction must be eliminated by
        rounding to the nearest whole number favourable to the Participant.

3.5     CERTIFICATE OF CONFIRMATION

        Upon issue of the Restricted Securities or Additional Securities, the
        Company shall provide the Participant with a certificate of confirmation
        that the Restricted Securities or Additional Securities have been
        issued.

4.      ESCROW RESTRICTIONS
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4.1     NO DISPOSAL

        During the Escrow Period, the Participant shall not be permitted to do
        any of the following:

        (a)     dispose of, or agree or offer to dispose of, the Restricted
                Securities;

        (b)     create, or agree or offer to create, any security interest in
                the Restricted Securities; or

        (c)     do, or omit to do, any act if the act or omission would have the
                effect of transferring effective ownership or control of the
                Restricted Securities.

4.2     DEPOSIT OF CERTIFICATES

        The Participant will deposit the certificate of confirmation for the
        Restricted Securities received from the Company in accordance with
        clause 3.5 with the Company for the Escrow Period.


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4.3     HOLDING LOCK

        The Company may place a Holding Lock on the Restricted Securities until
        the expiry of the Escrow Period.

5.      ISSUE OF ADDITIONAL SECURITIES
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5.1     ELECTION BY PARTICIPANT

        (a)    A Participant may elect to receive up to the Maximum Additional
               Amount of their annual cash remuneration from the Company with
               the allotment of Additional Securities under the SBSP, subject to
               the Participant being satisfied that he/she does not hold share
               price sensitive information about the Company at the time of the
               election.

        (b)    Where the Participant is unable to make an election under
               paragraph (b) above because he/she holds share price sensitive
               information, the Participant shall be entitled to make the
               election at such later time when he/she becomes able to do so and
               the Company shall issue the relevant number of Additional
               Securities at that time.

5.2     TERMS OF ISSUE

        Additional Securities issued in accordance with clause 5.1 shall be
        issued on the same terms as those specified in clause 3 for Restricted
        Securities, except that clause 4 will not apply to the Additional
        Securities.

5.3     METHOD OF ELECTING

        Participants electing to receive Additional Securities shall note the
        United States dollar value of the cash remuneration they wish to receive
        in Additional Securities on a Request Form and provide that Request Form
        to the Company not less than 5 Business Days before the date referred to
        in clause 3.1.

5.4     COMPANY TO KEEP RECORDS

        The Company shall maintain records of any election by a Participant
        under clause 5.1, and shall reduce the Maximum Additional Amount payable
        to the Participant in accordance with such election.

6.      SHARES ALLOTTED UNDER THE SBSP
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        Shares allotted under the SBSP will rank equally in all respects with
        existing fully paid ordinary shares of the Company.

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7.      COSTS TO PARTICIPANTS
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        No brokerage, commissions, stamp duty or other transaction costs will be
        payable by a Participant in respect of the SBSP.

8.      STOCK EXCHANGE LISTING
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        Subject to any Holding Lock arrangements effected under clause 4.3, the
        Company will apply promptly for the CUFS issued in respect of the Shares
        allotted under the SBSP to be listed for quotation on the official list
        of ASX and such other official exchange or exchanges as may from time to
        time have accepted the CUFS or the Shares in the Company for listing.

9.      TAXATION
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        The Company takes no responsibility for any taxation liabilities of
        participants in the SBSP.

10.     ADMINISTRATION OF THE SBSP
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        The SBSP will be administered by the Managing Board who have the power
        to:

        (a)     determine appropriate procedures for administration of the SBSP
                consistent with the provisions of these terms and conditions;

        (b)     resolve conclusively all questions of fact or interpretation in
                connection with the SBSP; and

        (c)     delegate to any one or more persons, for such period and on such
                conditions as they may determine, the exercise of any of their
                powers or discretions arising under the SBSP.

11.     COMMENCEMENT
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        The SBSP shall take effect from the date on which the SBSP is approved
        by the Shareholders.

12.     VARIATION AND TERMINATION
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        The Managing Board may at any time by resolution vary or terminate the
        SBSP, even if such change is prejudicial to the interests of the
        Participants.

        A variation or termination does not give rise to any liability on the
        part of, or any right of action against, the Company.


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13.     GOVERNING LAW
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        The SBSP and its operation will be governed by and construed in
        accordance with the laws for the time being in force in The Netherlands.

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