<PAGE>   1

                                                                     EXHIBIT 4.1

                                CNH GLOBAL N.V.
                      OUTSIDE DIRECTORS' COMPENSATION PLAN

                  (AS AMENDED AND RESTATED ON APRIL 18, 2000)

     This Outside Directors' Compensation Plan (the "Plan") has been established
by action of the CNH Global N.V. of Amsterdam, the Netherlands (the "Company")
Board of Directors (the "Board") effective as of the date the Plan is approved
by the Board.

     1. INTRODUCTION. The purpose of the Plan is to provide for (i) the payment
of the annual retainer fee and committee chair fee (collectively, the "Annual
Fees") to independent outside members of the Board ("Outside Directors") in the
form of common shares of the Company ("Common Shares"); (ii) an annual grant of
options to purchase Common Shares; and (iii) an opportunity to convert all or a
portion of their Annual Fees into stock options.

     2. ELIGIBILITY. Subject to the terms and conditions of the Plan, each
Outside Director shall be a participant in the Plan. Each Outside Director shall
be entitled to receive Annual Fees and meeting fees as determined by the
Chairman of the Board in accordance with Article 12 of the Company's Articles of
Association, which Annual Fees and meeting fees, as in effect from time to time,
shall be reflected on Appendix A, attached hereto.

     3. STOCK GRANTS. Subject to the terms and conditions of the Plan, including
Sections 4 and 5 hereof, the Annual Fees payable to an Outside Director shall be
paid in accordance with this Section 3. As of (i) February 29, 2000, (ii) the
day immediately preceding the date of the 2000 Annual General Meeting of the
Company's shareholders, and (iii) the last day of each Plan Year Quarter (as
described below) thereafter, each Outside Director shall be granted
automatically a number of Common Shares equal in value to 25% of the annual
retainer fee, and if he or she is a committee chair 25% of the annual committee
chair fee, each as listed in Appendix A, attached hereto, as amended from time
to time in accordance with the amendment procedures of the Plan.

          (a) FAIR MARKET VALUE. The value of each Common Share (the "Fair
     Market Value") shall be determined as of the last business day of the Plan
     Year Quarter for which it is granted and shall be equal to the average of
     the highest and lowest sales price a Common Share on the Composite Tape for
     such date as reported by the National Quotations Bureau Incorporated;
     provided that, if no sales of Common Shares are included on the Composite
     Tape for such date, the Fair Market Value of a share of Common Shares on
     such date shall be deemed to be the average of the highest and lowest
     prices of a Common Share as reported on said Composite Tape for the next
     preceding day on which sales of Common Shares are included.

          (b) PRORATION FOR PARTIAL SERVICES. If the Outside Director is not a
     member of the Board or a committee chair during an entire Plan Year
     Quarter, the retainer and committee chair fees to which he or she is
     entitled as well as his or her award of Shares for that Quarter shall be
     reduced, pro rata, to reflect the portion of the Quarter in which he or she
     was not an Outside Director or committee chair, as the case may be.

          (c) FRACTIONAL SHARES. An Outside Director shall be entitled to a
     whole Share for any fractional Share to which he or she would otherwise be
     entitled for any Plan Year Quarter under the foregoing provisions of this
     Section 3.

          (d) PLAN YEAR. For purposes of the Plan, the term "Plan Year" means
     the period beginning on the date of the Company's Annual General Meeting of
     shareholders and ending on the day immediately prior to the first day of
     the following Plan Year. For any Plan Year, the first Plan Year Quarter
     shall begin on the first day of the Plan Year, and shall end on the 90th
     day of the Plan Year; the second Plan Year Quarter shall begin on the 91st
     day of the Plan Year, and shall end on the 180th day of the Plan Year; the
<PAGE>   2

     third Plan Year Quarter shall begin on the 181st day of the Plan Year, and
     shall end on the 270th day of the Plan Year; and the fourth Plan Year
     Quarter shall begin on the 271st day of the Plan Year, and shall end on the
     last day of the Plan Year.

     4. CASH ELECTION. Subject to the terms and conditions of the Plan, an
Outside Director may irrevocably elect, by filing a form with the Secretary of
the Company (the "Secretary") in such form as the Secretary may from time to
time require, to receive a portion of his or her Annual Fees for any Plan Year
in cash, provided that an Outside Director may not elect to receive more than
50% of the Annual Fees in cash. For the Plan Year ending in 2000, any such
election must be filed prior to February 29, 2000. For any Plan Year thereafter,
such election must be filed prior to the first day of such Plan Year.
Notwithstanding the foregoing provisions of this Section 4, an individual who
becomes an Outside Director after the first day of a Plan Year may irrevocably
elect, by filing a form with the Secretary in such form as the Secretary may
from time to time require prior to the date on which he or she first becomes an
Outside Director, to receive a portion of his or her Annual Fees for the
remainder of the Plan Year in which he or she first becomes an Outside Director
in cash, up to a maximum of 50% of such Annual Fees for the remainder of the
Plan Year.

     5. OPTIONS. Subject to the terms and conditions of the Plan, each Outside
Director will be awarded stock options under the Plan in accordance with the
following:

          (a) AUTOMATIC OPTION GRANTS. Each individual who is an Outside
     Director on the date the Plan is approved by the Board shall be granted
     automatically as of that date an option to acquire 3,750 Common Shares.
     Thereafter, each individual who is an Outside Director on the date of the
     Annual General Meeting of the Company's shareholders shall be granted
     automatically as of that date an option to purchase that number of Common
     Shares listed in Appendix A (the "Automatic Option Grant"), attached hereto
     as amended from time to time in accordance with the amendment procedures of
     the Plan. Each individual who becomes an Outside Director other than on the
     date of an Annual General Meeting of the Company's shareholders shall
     receive an Automatic Option Grant reduced pro rata to reflect the portion
     of the Plan Year elapsed prior to the date on which the individual first
     became an Outside Director, provided that any fractional share resulting
     from such reduction shall be rounded up to a whole share.

          (b) ELECTIVE OPTION GRANTS. For the period beginning on the date the
     Plan is approved by the Board and ending on the last day of the Plan Year
     ending in the year 2000 and for any Plan Year beginning thereafter, each
     Outside Director, by filing a written "Option Election" with the Secretary
     in such form as the Secretary may from time to time require, may elect to
     forego payment of all or any portion of the Annual Fees otherwise payable
     to him or her during such period or for any such Plan Year, as applicable,
     and to instead receive, as of each date on which such Annual Fees would
     otherwise have been paid to him or her (each an "Elective Grant Date"), an
     option to purchase that number of Common Shares equal to the quotient
     (rounded to the nearest whole number of shares) of (1) divided by (2)
     where:

             (1) is the product of the amount of the Annual Fees that would
        otherwise have been paid to the Outside Director on the applicable
        Elective Grant Date which are subject to his or her Option Election,
        multiplied by four; and

             (2) is the Fair Market Value of a Common Share on the applicable
        Elective Grant Date.

Each option granted pursuant to this paragraph (b) shall be referred to herein
as an "Elective Option Grant" and, where appropriate, will be referred to
collectively with an Automatic Option Grant as an "Option Grant". An Outside
Director's Option Election shall be effective with respect to Annual Fees
otherwise payable to him or her for services rendered after the last day of the
Plan Year in which such election is filed with the Secretary; provided, however,
that:

                (A) each Outside Director may make an Option Election prior to
           February 29, 2000 with respect to Annual Fees payable during the
           period beginning on the date the Plan is approved by the Board and
           ending on the last day of the Plan Year ending in the year 2000;

                                        2
<PAGE>   3

                (B) if an individual becomes an Outside Director on or after the
           first day of a Plan Year and files an Option Election with the
           Secretary prior to the date on which he or she first becomes an
           Outside Director, his or her Option Election shall be effective with
           respect to Annual Fees otherwise payable to him or her for services
           rendered on and after the day on which he or she first becomes an
           Outside Director; and

                (C) by notice filed with the Secretary, an Outside Director may
           terminate or modify any Option Election as to Annual Fees payable for
           services rendered after the last day of the Plan Year in which such
           notice is filed with the Secretary.

             (c) RELOAD STOCK OPTIONS. "Reload Stock Options" shall be awarded
        to an Outside Director when and if he or she pays the Option Price under
        an Option Grant, described above, by delivery of Common Shares on the
        settlement date for such exercise. A Reload Stock Option entitles its
        holder to purchase the number of Common Shares so delivered for an
        Option Price equal to the Fair Market Value of a share of Common Stock
        on such settlement date. No more than one Reload Stock Option shall be
        granted to an Outside Director in any twelve-month period, the maximum
        number of Reload Stock Options that may be granted to an Outside
        Director with respect to any Option Grant is five, and no Reload Stock
        Options will be issued within six months prior to the scheduled
        expiration date of the Option Grant to which it relates. Notwithstanding
        the above, no Reload Stock Option shall be granted unless the recipient
        is an Outside Director of the Company at the time of delivery of Common
        Shares. Notwithstanding any other provision hereof, a Reload Stock
        Option shall not become exercisable until six months after its award
        date and its maximum term will terminate at the time specified hereunder
        for the Option Grant to which it relates.

For purposes of the Plan, Automatic Option Grants, Elective Option Grants and
Reload Stock Options are sometimes referred to herein collectively as "Stock
Options".

     6. TERMS OF OPTION GRANTS.

          (a) OPTION AGREEMENT. Each Stock Option shall be evidenced by a
     written stock option agreement which shall be executed by the Outside
     Director and the Company and which shall contain such terms and conditions
     as are consistent with this Plan.

          (b) EXERCISE PRICE. The exercise price for a Common Share under an
     Option Grant shall be 100% of the Fair Market Value of Common Share on the
     date the Option Grant is made.

          (c) COMMENCEMENT OF EXERCISABILITY. Each Automatic Option Grant made
     under the Plan shall become exercisable on the third anniversary of the
     grant date or, if earlier, with respect to Automatic Option Grants that
     have been outstanding at least six months, the date the individual ceases
     to be an Outside Director for any reason other than removal for cause by
     the Company's shareholders. Each Elective Option Grant shall be immediately
     exercisable upon grant but Common Shares purchased upon exercise of an
     Elective Option Grant may not be sold until the date which is at least six
     months after the date such Elective Option Grant is made.

          (d) TERM. Each Option Grant shall terminate upon the earlier of (i)
     ten years after the date of grant or (ii) six months after the date an
     individual ceases to be an Outside Director.

          (e) DEATH OF OUTSIDE DIRECTOR. Notwithstanding paragraph 6(c) above,
     the Automatic Option Grants and Reload Stock Options that have been awarded
     to an Outside Director whose Board membership is terminated due to death
     shall be immediately exercisable. Notwithstanding paragraph (d) above, the
     Outside Director's designated beneficiary or estate if no beneficiary has
     been designated may exercise any Stock Options within the six-month period
     following the death of the Outside Director.

          (f) TOTAL DISABILITY OF OUTSIDE DIRECTOR. Notwithstanding paragraphs
     6(c) or 6(d) above, the Automatic Option Grants and Reload Stock Options
     that have been awarded to an Outside Director whose Board membership is
     terminated due to Total Disability shall be immediately exercisable and all
     Stock Options shall remain exercisable within the six-month period
     following the Outside Director's
                                        3
<PAGE>   4

     termination for Total Disability. For purposes of this provision, "Total
     Disability" means the permanent inability (as determined by the Outside
     Director's medical doctor) of the Outside Director which is a result of
     accident or sickness, to perform the duties of a director of the Company.

          (g) CHANGE OF CONTROL. Notwithstanding paragraphs 6(c) or 6(d) above,
     the Automatic Option Grants and Reload Stock Options that have been awarded
     to an Outside Director shall be immediately exercisable and all Stock
     Options shall remain exercisable for a six-month period if a change of
     control (as determined by the Board of Directors) of the Company or of the
     majority shareholder of the Company occurs. Notwithstanding the above,
     Stock Options that are awarded within six months of the date the change of
     control occurs shall not be subject to this provision.

     7. MANNER OF PAYMENT OF OPTION PRICE. The Option Price shall be paid in
full at the time of the exercise of any Stock Option and may be paid in any of
the following methods or combinations thereof:

          (a) in United States dollars, in cash, check, bank draft or money
     order payable to the order of the Company;

          (b) by the tendering, either by actual delivery or by attestation,
     Common Shares acceptable to the Board (but excluding any shares acquired
     from the Company unless such shares were acquired and vested more than six
     months prior to the date tendered under this clause (b)) having an
     aggregate Fair Market Value on the date of such exercise equal to the
     Option Price; or

          (c) in any other manner that the Board shall approve, including
     without limitation any arrangement that the Board may establish to enable
     Outside Directors to simultaneously exercise Stock Options and sell the
     Common Shares acquired thereby and apply the proceeds to the payment of the
     Option Price therefor.

     8. PLAN ADMINISTRATION. The Plan shall be administered by the Nominating
and Compensation Committee of the Board (the "Committee").

     9. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 10, the
number of Common Shares which may be subject to awards under the Plan shall not
exceed 1,000,000 shares. Common Shares issued under the Plan may be authorized
but unissued shares or treasury shares. If any Shares are subject to an award
under the Plan that expires, is cancelled or is forfeited, such Common Shares
shall again become available for issuance under the Plan.

     10. ADJUSTMENTS AND REORGANIZATIONS. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, extraordinary dividend, spin-off, split-up, share combination, or
other change in the corporate structure of the Company affecting the Common
Shares, the number and kind of shares that may be delivered under the Plan shall
be subject to such equitable adjustment as the Committee, in its sole
discretion, may deem appropriate in order to preserve the benefits or potential
benefits to be made available under the Plan, and the number and kind and price
of shares subject to outstanding Stock Options and the option price and any
other terms of outstanding Stock Options or Stock Grants shall be subject to
such equitable adjustment as the Committee, in its sole discretion, may deem
appropriate in order to prevent dilution or enlargement of outstanding Stock
Options or Stock Grants.

     11. TRANSFERABILITY OF AWARDS. No awards under the Plan shall be
assignable, alienable, saleable or otherwise transferable other than by will or
the laws of descent.

     12. NO RIGHT OF CONTINUED SERVICE. Participation in the Plan does not give
any director the right to be retained as a director of the Company or any right
or claim to any benefit under the Plan unless such right or claim has
specifically accrued under the terms of the Plan.

     13. GOVERNING LAW. The validity, construction and effect of the Plan, and
any actions taken or relating to the Plan, shall be determined in accordance
with the laws of the State of Delaware, U.S.A.

                                        4
<PAGE>   5

     14. SUCCESSORS AND ASSIGNS. The Plan shall be binding on all successors and
assigns of an Outside Director, including, without limitation, the estate of
such director and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the director's creditors.

     15. RIGHTS AS A SHAREHOLDER. A director shall have no rights as a
shareholder of the Company with respect to shares awarded under the Plan or
subject to options awarded under the Plan until he or she becomes the holder of
record of Common Shares.

     16. AMENDMENT. The Plan and any attachments thereto may be amended by
action of the Board.

     17. GENERAL RESTRICTIONS. Notwithstanding any other provision of the Plan,
the Company shall have no liability to deliver any Common Shares under the Plan
unless such delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the United States Securities
Act of 1933), and are authorized for listing on any securities exchange on which
the Common Shares of the Company are listed. To the extent that the Plan
provides for the issuance of Common Shares, the issuance may be effected on a
non-certificated basis, to the extent not prohibited by applicable law or the
applicable rules of any stock exchange on which the Common Shares of the Company
are listed.

                                        5
<PAGE>   6

                                   APPENDIX A

          (EFFECTIVE AS OF THE DATE THE PLAN IS APPROVED BY THE BOARD)

<TABLE>
<S>                                                           <C>
Annual Retainer fee.......................................          $35,000
Annual Committee Chair fee................................           $5,000
Board or Committee meeting fee............................           $1,250*
Automatic Option Grant....................................     7,500 Shares
</TABLE>

------------
* Payable only in cash for each meeting attended.

     For the Plan Year ending in the year 2000, eligible directors will be
entitled to 50% of the Annual Retainer Fee and Annual Committee Chair Fee. The
fees are payable in two equal installments, one as of February 29, 2000 and the
other as of the day immediately preceding the date of the 2000 Annual General
Meeting of the Company's shareholders.

                                        6