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                                                                     EXHIBIT 4.3






                                   REGISTRAR,
                     TRANSFER AGENCY AND SERVICE AGREEMENT
                          FOR CORPORATE EQUITY ISSUES
                                    BETWEEN

                                New Holland N.V.

                                      and

                   Morgan Guaranty Trust Company of New York
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                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                          Page
                                                                          ----
<S>         <C>                                                           <C>
Article 1   Terms of Appointment, Duties of the Bank....................... 2

Article 2   Fees and Expenses.............................................. 4

Article 3   Representations and Warranties of the Bank..................... 5

Article 4   Representations and Warranties of the Company.................. 5

Article 5   Indemnification................................................ 6

Article 6   Standard of Care............................................... 8

Article 7   Covenants of the Company and the Bank.......................... 9

Article 8   Termination of Agreement....................................... 11

Article 9   Assignment..................................................... 11

Article 10  Notices........................................................ 12

Article 11  Amendment...................................................... 13

Article 12  New York Law to Apply.......................................... 13

Article 13  Merger of Agreement............................................ 13

Article 14  Counterparts................................................... 13

SIGNATURES................................................................. 14
</TABLE>
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                REGISTRAR TRANSFER AGENCY AND SERVICE AGREEMENT
                          FOR CORPORATE EQUITY ISSUES

     AGREEMENT made as of the 6th day of November 1996, by and between New
Holland N.V., a corporation organized under the laws of the Kingdom of the
Netherlands, having its registered office at Prof. Bavincklaan 5, 1183 AT
Amstelveen, The Netherlands (the "Company") and Morgan Guaranty Trust Company of
New York, a New York corporation having its principal office and place of
business at 60 Wall Street, New York, New York 10260 (the "Bank").

     WHEREAS, the Company desires to appoint the Bank as its registrar, transfer
agent, dividend disbursing agent and agent in connection with certain other
activities and the Bank desires to accept such appointment;

     WHEREAS, if the Company appoints the Bank as registrar it shall do so by
naming the Bank registrar in and the Bank shall be bound by the terms of this
Agreement as it relates to the registrar;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows;

ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE BANK

     1.01 Subject to the terms and conditions set forth in this Agreement, the
          Company hereby employs and appoints the Bank to act as, and the Bank
          agrees to act as registrar (if appointed by the Company), transfer
          agent for the Company's authorized and issued common shares, par value
          NLG 1.00 each ("Shares") and dividend disbursing agent.

     1.02 The Bank agrees that it will perform the following services:

          (a)  In accordance with procedures established from time to time by
               agreement between the Company and the Bank, the Bank shall:

               (i)  record in the Share register the appropriate number of
                    authorized Shares;

               (ii) record in the Share register transfers of Shares by the
                    registered owners thereof upon receipt of appropriate
                    documentation;



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                    (iii)     prepare and transmit payments for dividends and
                              distributions declared by the Company;

                    (iv)      issue replacement certificates for those
                              certificates alleged to have been lost, stolen or
                              destroyed upon receipt by the Bank of
                              indemnification satisfactory to it and protecting
                              it, and the Bank at its option, may issue
                              replacement certificates in place of mutilated
                              Share certificates upon presentation thereof and
                              without such indemnity;

                    (v)       when mail is used for delivery by the Bank of
                              registered Share certificates, the Bank will
                              forward said certificates in "non-negotiable"
                              form by first-class mail or by registered mail in
                              accordance with the Bank's general practice as
                              transfer agent and the Bank will forward said
                              certificates in "negotiable" form by registered
                              mail, all such mail deliveries to be covered
                              while in transit to the addressee by insurance
                              arranged for by the Bank and paid for by the
                              Company;

                    (vi)      prepare a physical print-out of the Share
                              register of the Company maintained by the Bank on
                              a monthly basis and promptly mail such print-out
                              to the Company at its registered office in the
                              Netherlands or to such other location as the
                              Company shall request in writing; and

               (b)  In addition to and not in lieu of the services set forth in
                    the above paragraph (a), the Bank shall perform all of the
                    customary services of a registrar, transfer



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                           agent, and dividend disbursing agent as described in
                           Article 1 consistent with those requirements in
                           effect as of the date of this Agreement. The detailed
                           definition, frequency, limitations and associated
                           costs (if any) described in the following fee
                           section, include the fees for providing the general
                           services related to maintaining all shareholder
                           accounts, preparing shareholder meeting lists,
                           mailing proxies, and mailing shareholder reports to
                           current shareholders, withholding taxes on U.S.
                           resident and non-resident alien accounts where
                           applicable, preparing and filing U.S. Treasury
                           Department Forms 1099 and other appropriate forms
                           required with respect to dividends and distributions
                           by federal authorities for all registered
                           shareholders, preparing and mailing confirmation
                           forms and statements of account to shareholder
                           accounts, and providing shareholder account
                           information.

                  (c)      The Bank shall provide additional services on behalf
                           of the Company (i.e., escheatment services) which may
                           be agreed upon in writing between the Company and the
                           Bank.

ARTICLE 2 FEES AND EXPENSES

         2.01     For the performance by the Bank pursuant to this Agreement,
                  the Company agrees to pay the Bank an annual maintenance fee
                  as set out in a separate fee schedule. Such fees and
                  out-of-pocket expenses and advances identified under Section
                  2.02 below may be changed from time to time subject to mutual
                  written agreement between the company and the Bank.

         2.02     In addition to the fee paid under Section 2.01 above, the
                  Company agrees to reimburse the Bank for out-of-pocket
                  expenses, including but not limited to


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          confirmation production, postage, forms, telephone, microfilm,
          microfiche, tabulating proxies, records storage or advances incurred
          by the Bank for the items set out in the separate fee schedule herein
          referred to. In addition, any other expenses incurred by the Bank at
          the request or with the consent of the Company will be reimbursed by
          the Company.

     2.03 The Company agrees to pay all fees and reimbursable expenses due to
          the Bank in accordance herewith within thirty days following the
          receipt of the respective billing notice. Upon the request of the
          Bank, postage and the cost of materials for mailing of dividends,
          proxies, Company reports and other mailings to all shareholder
          accounts shall be advanced to the Bank by the Company on or before the
          mailing of such materials.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK

     The Bank represents and warrants to the Company that:

     3.01 It is a trust company duly organized and existing and in good standing
          under the laws of the State of New York.

     3.02 It is duly qualified to carry on its business in the State of New
          York.

     3.03 It is empowered under applicable laws and by its charter and by-laws
          to enter into and perform this Agreement.

     3.04 All requisite corporate proceedings have been taken to authorize it to
          enter into and perform this Agreement.

     3.05 It has access to the necessary facilities, equipment and personnel to
          perform its duties and obligations under this Agreement.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to the Bank that:

     4.01 It is a corporation duly organized and validly existing under the laws
          of its jurisdiction of incorporation.

     4.02 It is empowered under applicable laws and by its corporate
          organization documents to enter into and perform this Agreement.



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    4.03  All corporate proceedings required by said organization documents have
          been taken to authorize it to enter into and perform this Agreement.

    4.04  A registration statement under the Securities Act of 1933 is currently
          effective and appropriate state securities law filings have been made
          with respect to all Shares of the Company being offered for sale;
          information to the contrary will result in immediate notification to
          the Bank.

    4.05  It shall make all filings under federal and state securities laws with
          regard to the Shares required to be made by or on behalf of the
          Company.

ARTICLE 5 INDEMNIFICATION

    5.01  The Bank shall not be responsible for, and the Company shall indemnify
          and hold the Bank harmless from and against, any and all losses,
          damages, costs, charges, reasonable counsel fees, payments, expenses
          and liability arising out of or attributable to:

          (a)  All actions of the Bank or its agents or subcontractors required
               to be taken pursuant to the Agreement, provided that such actions
               are taken in good faith and without gross negligence or willful
               misconduct.

          (b)  The Company's lack of good faith, negligence or misconduct or
               which arise out of the breach of any representation or warranty
               of the Company hereunder.

          (c)  The reliance on or use by the Bank or its agents or
               subcontractors of information, records and documents which (i)
               are received by the Bank or its agents or subcontractors and
               furnished to it by or on behalf of the Company, and (ii) have
               been prepared and/or maintained by the Company or any other
               authorized person or firm on behalf of the Company. To the extent
               applicable, such other authorized person or firm shall include
               any former transfer agent or former registrar, or co-transfer


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          agent or co-registrar or any current registrar where the Bank is not
          the current registrar.

     (d)  The reliance on, or the carrying out by the Bank or its agents or
          subcontractors of any instructions or requests of the Company's
          authorized representative.

     (e)  The offer or sale of Shares in violation of any requirement under the
          federal securities laws or regulations or the securities laws or
          regulations of any state that such Shares be registered in such state
          or in violation of any stop order or other determination or ruling by
          any federal agency or any state with respect to the offer or sale of
          such Shares in such state.

5.02 At any time the Bank may apply to any authorized officer of the Company for
     instructions, and may consult with competent legal counsel of its choosing
     (which may be in-house counsel at the Bank) with respect to any matter
     arising in connection with the services to be performed by the Bank under
     this Agreement, and the Bank and its agents or subcontractors shall not be
     liable and shall be indemnified by the Company for any action taken or
     omitted by it in good faith reliance upon such instructions or upon the
     opinion of such counsel. The Bank, its authorized agents and its
     subcontractors shall be protected and indemnified in acting upon any paper
     or document furnished by or on behalf of the Company reasonably believed to
     be genuine and to have been signed by the proper person or persons, or upon
     any instruction, information, data, records or documents provided the Bank
     or its agents or subcontractors by telephone, in person, machine readable
     input, telex, CRT data entry or other similar means authorized by the
     Company, and shall not be held to have notice of any change of authority of
     any person, until receipt of written notice thereof from


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          the Company. The Bank, its agents and subcontractor shall also be
          protected and indemnified in recognizing Share certificates which are
          reasonably believed to bear the proper manual or facsimile signatures
          of the officers of the Company, and the proper countersignature of any
          former transfer agent or former registrar, or of a co-transfer agent
          or co-registrar.

    5.03  In the event any party is unable to perform its obligations under the
          terms of this Agreement because of acts of God, strikes, equipment or
          transmission failure or damage reasonably beyond its control, or
          other causes reasonably beyond its control, such party shall not be
          liable for damages to the other for any damages resulting from such
          failure to perform or otherwise from such causes.

    5.04  None of the parties to this Agreement shall be liable to the other
          party for consequential damages under any provision of this Agreement
          or any consequential damages arising out of any act or failure to act
          hereunder.

    5.05  In order that the indemnification provisions contained in this Article
          5 shall apply, upon the assertion of a claim for which the Company
          may be required to indemnify the Bank, the Bank shall promptly notify
          the Company of such assertion, and shall keep the Company advised with
          respect to all developments concerning such claim. The Company shall
          have the right to defend against said claim in its own name or in the
          name of the Bank or at its option to participate with the party
          seeking indemnification in the defense of such claim. The Bank shall
          not under any circumstances confess any claim or make any compromise
          in any case in which the Company may be required to indemnify it
          except with the Company's prior written consent.

ARTICLE 6 STANDARD OF CARE

    6.01  The Bank shall not be liable for loss or damage due to errors unless
          said errors are caused by the gross


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          negligence, bad faith, or willful misconduct of any of its employees.

ARTICLE 7 COVENANTS OF THE COMPANY AND THE BANK

     7.01 The Company shall promptly furnish to the Bank the following:

          (a) A certified copy of the resolution of the Board of Directors of
              the Company authorizing the execution and delivery of this
              Agreement and the appointment of the Bank;

          (b) A copy of its corporate organization documents and all amendments
              thereto.

          (c) A certificate of the Secretary of the Company certifying the
              total number of Shares authorized for issuance and the legal
              description of the Shares.

          (d) A legal opinion of counsel to the Company covering validity of
              the Shares and their registration or exemption from registration
              under the Securities Act of 1933, as amended.

          (e) A list of all officers of the Company who shall be authorized to
              give instructions hereunder, along with the addresses and phone
              numbers for each. At least three persons shall at all times be
              set forth on such list.

     7.02 The bank hereby agrees to establish and maintain facilities and
          procedures for safekeeping of Share certificates, check forms and
          facsimile signature imprinting devices, if any; and for the
          preparation or use, and for keeping account of, such certificates,
          forms and devices.

     7.03 The Bank shall keep records relating to the services to be performed
          hereunder, in the form and manner as it may deem advisable. The Bank
          agrees that all such records prepared or maintained by the Bank
          relating to the services to be performed by the Bank hereunder are
          the property of the Company and will be preserved, maintained and made
          available in accordance with the








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                  requirements of the law, and will be surrendered promptly to
                  the Company on and in accordance with its request.

            7.04  The Bank and the Company agree that all books, records,
                  information and data pertaining to the business of the other
                  party which are exchanged or received pursuant to the
                  negotiation or the carrying out of this Agreement shall
                  remain confidential, and shall not be voluntarily disclosed
                  to any other person, except as may be required by law.

            7.05  In case of any requests or demands for the inspection of the
                  shareholder records of the Company, the Bank will endeavor
                  to notify the Company and to secure instructions from an
                  authorized officer of the Company as to such inspection. The
                  Bank reserves the right, however, upon three business days
                  prior written notice to the Company, to exhibit the
                  shareholder records to any person whenever it is advised by
                  counsel which the Bank believes to be competent and to possess
                  the requisite expertise that it may be held liable for the
                  failure to exhibit the shareholder records to such person.
                  Notwithstanding the foregoing, if counsel to the Bank advises
                  the Bank that an inspection is required in less than the
                  three business days in which the Bank would be required to
                  give prior notice to the Company, the Bank may permit such
                  inspection notwithstanding the failure to give such three
                  business day prior notice. It is hereby acknowledged by the
                  Company that the Bank's then current U.S. counsel for the
                  majority of the Bank's depositary receipt and/or transfer
                  agent matters shall be deemed satisfactory for purposes of
                  issuing any opinions for the Bank hereunder.

            7.06  The Company shall provide the Bank as soon as practicable
                  after the date hereof with a mechanism to enable registered
                  and beneficial owners of Shares to obtain at source the
                  favorable withholding tax


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                  treatment provided by the Tax Convention of December 18, 1992
                  between The Netherlands and the United States.

           7.07   Before countersigning for original issue any registered
                  certificates the Company shall furnish the Bank with
                  sufficient funds in U.S. dollars to pay all applicable stock
                  stamp taxes, if any, on such issue. The Bank shall be
                  entitled to rely on the information furnished to the Bank by
                  the Company regarding the amount of such tax. The Company
                  will indemnify the Bank and hold it harmless for any
                  additional amounts the Bank becomes liable to pay. If no such
                  taxes are payable, the Bank shall be furnished with an
                  opinion of counsel to that effect.

     ARTICLE 8    TERMINATION OF AGREEMENT

           8.01   This Agreement may be terminated by either party upon ninety
                  (90) days written notice to the other. However, the Bank may
                  terminate this Agreement upon written notice to the Company,
                  if the Company has breached its obligation set forth in
                  Article 2 by failing to make payment of invoices for a period
                  of three consecutive months and the Company has failed to
                  cure such breach within five business days of receipt of such
                  notice.

           8.02   Should the Company exercise its right to terminate, all
                  out-of-pocket expenses associated with the movement of
                  records and material will be borne by the Company.

     ARTICLE 9    ASSIGNMENT

           9.01   Except as provided in Section 9.03 below, neither this
                  Agreement nor any rights or obligations hereunder may be
                  assigned by any party without the written consent of the
                  other parties.

           9.02   This Agreement shall inure to the benefit of and be binding
                  upon the parties and their respective permitted successors
                  and assigns.

           9.03   The Bank may, without further consent on the part of the
                  Company, subcontract for the performance hereof with (i)
                  Boston Equiserve Limited Partnership which is duly registered
                  as a transfer agent pursuant to Section


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           17A(c)(1) of the Securities Exchange Act of 1934 ("Section
           17A(c)(1)"), (ii) a subsidiary thereof duly registered as a transfer
           agent pursuant to Section 17A(c)(1), or (iii) an affiliate thereof;
           provided, however, that the Bank shall be as fully responsible to the
           Company for the acts and omissions of any subcontractor as it is for
           its own acts and omissions.

ARTICLE 10 NOTICES

    10.01  The Company will furnish the Bank with forms of important notices in
           sufficient quantities to be sent to the registered owners of Shares
           resident in the United States and/or banks, brokers and nominees and
           nonresidents of the United States holding Shares, setting forth
           information relating to the payment of dividends.

    10.02  All notices and communications provided for hereunder shall be in
           writing and sent (a) by telecopy if the sender on the same day sends
           a confirming copy of such notice by a recognized overnight delivery
           service (charges prepaid), or (b) by registered or certified mail
           with return receipt requested (postage prepaid), or (c) by a
           recognized overnight delivery service (with charges prepaid) or (d)
           in the case of the print-out of the share register pursuant to
           Section 1.02(a)(vi), by postal carrier. Any such notice shall be
           sent:

                              if to the Bank, to:

                                      Morgan Guaranty Trust Company
                                           of New York
                                      60 Wall Street (36th Floor)
                                      New York, New York 10260
                                      Attention: ADR Administration
                                      Fax: (212) 648-5104 or 5105

or to such other address as the Bank shall have specified to the Company in
writing.



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                  if to the Company, to:

                           New Holland N.V.
                           950 Great West Road
                           Brentford, Middlesex TW8 9ES
                           United Kingdom
                           Attn: Corporate Secretary
                           Fax: 44-181-479-8841

or to such other address as the Company shall have specified to the Bank in
writing.

Notices under this Section 10.02 shall be deemed given when first received.

ARTICLE 11 AMENDMENT

     11.01 This Agreement may be amended or modified by a written agreement
           executed by each party and authorized or approved by a resolution of
           the Boards of Directors of the Company.

ARTICLE 12 NEW YORK LAW TO APPLY

     12.01 This Agreement shall be construed and the provisions thereof
           interpreted under and in accordance with the laws of the State of New
           York applicable to contracts executed and to be fully performed
           within such State.

ARTICLE 13 MERGER OF AGREEMENT

     13.01 This Agreement constitutes the entire agreement among the parties
           hereto and supersedes any prior agreement with respect to the subject
           hereof whether oral or written.

ARTICLE 14 COUNTERPARTS

     14.01 This Agreement may be executed by the parties hereto on any number of
           counterparts, and all of said counterparts taken together shall be
           deemed to constitute one and the same instrument.


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                                   SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed in their names and on their behalf under their seals by and through

their duly executed officers, as of the day and year first above written.


                                          NEW HOLLAND N.V.

                                          By: /s/ ROBERTO MIOTTO
                                             -----------------------------------
                                          Name:  Roberto Miotto
                                          Title: Vice President, General Counsel
                                                 and Secretary

ATTEST:

[ILLEGIBLE]
--------------------------------------

                                          Morgan Guaranty Trust Company
                                                 of New York

                                          By: /s/ JORDANA CHUTTER
                                          --------------------------------------
                                          Name:  Jordana Chutter
                                          Title: Vice President

ATTEST:


--------------------------------------


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