<PAGE>
                                                                    EXHIBIT 10.4




                                   REGISTRAR,
                      TRANSFER AGENCY AND SERVICE AGREEMENT

                                    BETWEEN

                                CNH GLOBAL N.V.

                                      AND

                              JPMORGAN CHASE BANK








<PAGE>


                               TABLE OF CONTENTS

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

Article 2               Fees and Expenses....................................................... 3

Article 3               Representations and Warranties of the Bank.............................. 4

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

Article 5               Conversion of Foreign Currency.......................................... 5

Article 6               Shareholders' Meetings.................................................. 5

Article 7               Indemnification......................................................... 5

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

Article 9               Covenants of the Company and the Bank................................... 8

Article 10              Termination of Agreement................................................ 9

Article 11              Assignment............................................................. 10

Article 12              Amendment.............................................................. 10

Article 13              New York Law to Apply.................................................. 10

Article 14              Merger of Agreement.................................................... 11

Article 15              Counterparts........................................................... 11

SIGNATURES..................................................................................... 12
</TABLE>





<PAGE>

                REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT

         AGREEMENT made as of the 8th day of April, 2003, by and between CNH
Global N.V., a corporation organized under the laws of the Kingdom of the
Netherlands, having its registered office at World Trade Center, Amsterdam
Airport, Schipol Boulevard 217, 1118 BH Amsterdam, the Netherlands (the
"Company") and JPMorgan Chase Bank, a New York Company having its principal
office and place of business at 1 Chase Manhattan Plaza, New York, New York
10081 (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; and

         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 U.S. registrar, transfer
                  agent for the Company's authorized and issued preferred shares
                  ("Shares") and dividend disbursing agent. The Bank shall act
                  solely as agent for the Company under this Agreement and owes
                  no duties hereunder to any other person. The Bank undertakes
                  to perform the duties and only the duties that are
                  specifically set forth in this Agreement, and no implied
                  covenants or obligations shall be read into this Agreement
                  against the Bank.

         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)      issue and record in the Share register the
                                    appropriate number of Shares as authorized
                                    and hold such Shares in the appropriate
                                    Shareholder account;

                           (ii)     effect transfers of Shares by the registered
                                    owners thereof upon receipt of appropriate
                                    documentation;

                           (iii)    prepare and transmit payments for dividends
                                    and





                                       1
<PAGE>


                                    distributions declared by the Company;

                           (iv)     maintain a direct registration system for
                                    the Shares, pursuant to which the Bank may
                                    record the ownership of uncertificated
                                    Shares, which ownership shall be evidenced
                                    by periodic statements issued from time to
                                    time;

                           (v)      issue direct registration system statements
                                    for those certificates alleged to have been
                                    lost, stolen or destroyed upon receipt by
                                    the Bank and the Company 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; 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 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 but are not
                           limited 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.

                  (d)      Upon and in accordance with written instructions from
                           the Company, you are hereby authorized and
                           instructed, for the purpose of original issue, to




                                       2
<PAGE>

                           issue and record certificates in book-entry form on
                           the Direct Registration System, to issue, record and
                           countersign physical certificates, if so requested,
                           in such name or names and for the number of Shares
                           covered by such instructions and to deliver the same
                           in accordance with such instructions. Accompanying
                           such instructions, the Company shall provide the Bank
                           with (i) A copy of the resolutions adopted by the
                           Board of Directors of the Company authorizing and
                           approving the specific issuance, (ii) in the case of
                           an issuance not related to a public or private
                           capital raising of securities, a written instruction
                           signed by an authorized person setting forth as to
                           each person or entity to whom Shares are to be
                           issued, the name, address, tax identification number
                           (certified by the prospective holder pursuant to
                           requirements of the Internal Revenue Code and
                           applicable regulations), the number of Shares to be
                           issued to such person and the existence of any
                           transfer restrictions to be placed upon such Shares,
                           (iii) Opinion of counsels for the Company, addressed
                           to JPMorgan Chase Bank, to the effect that: (a) the
                           Shares to be issued, are duly authorized and issuable
                           and upon issuance will fully paid and are
                           non-assessable; (b) the certificates (including
                           through the Direct Registration System) will entitle
                           the persons to whom the Shares are issued with the
                           benefits of ownership of such Shares; (c) this
                           Agreement was duly authorized, executed and delivered
                           by the Company and is a legal, valid and binding
                           obligation of the Company enforceable against it in
                           accordance with its terms; (d) this Agreement
                           constitutes a valid and binding agreement of the
                           Company under New York law, (e) the Shares to be
                           issued are duly registered under the Securities Act
                           of 1933, as amended, and such registration has become
                           effective, or are exempt from such registration; and
                           have been duly registered under the Securities
                           Exchange Act of 1934, as amended, or are exempt from
                           such registration; (f) the Company has paid or caused
                           to be paid all taxes, if any, which were payable upon
                           or in respect of the original issuance of the Shares
                           to be issued; and (g) the issuance of the Shares does
                           not and will not conflict






                                       3
<PAGE>


                           with, violate, or result in a breach of, the terms,
                           conditions or provisions of, or constitute a default
                           under, the charter or the by-laws of the Company, any
                           law or regulation, any order or decree of any court
                           or public authority having jurisdiction, or any
                           mortgage, indenture, contract, agreement or
                           undertaking to which the Company is a party or by
                           which it is bound.


                  (e)      Before countersigning for original issue any
                           certificates or issuing Shares through the Direct
                           Registration System 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 it by the Company regarding the amount
                           of such tax. The Company will indemnify the Bank and
                           hold it harmless for any additional amounts it or its
                           agents become liable to pay. If no such taxes are
                           payable, the Bank shall be furnished with an opinion
                           of counsel to that effect.


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 an agreement between the Company and the Bank.
                  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 confirmation
                  production, postage, forms, telephone, microfilm, microfiche,
                  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.





                                        4


<PAGE>


         2.03     The Company agrees to pay all fees and reimbursable expenses
                  within thirty days following the receipt of the respective
                  billing notice. Postage and the cost of materials for mailing
                  of dividends, proxies, Company reports and other mailings to
                  all Shareholder accounts may be advanced to the Bank by the
                  Company on or before the mailing of such materials upon the
                  request of the Bank.


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, WARRANTIES AND COVENANTS OF THE COMPANY

         The Company represents, warrants and covenants to the Bank that:

         4.01     It is a corporation duly organized and existing and in good
                  standing 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.

         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 which the Company is asking the Bank to issue, record
                  or countersign; information to the contrary will result in
                  immediate notification to the Bank. Any Shares to be issued
                  hereunder, when issued shall have been duly




                                       5
<PAGE>


                  registered under the Securities Act of 1933, as amended, and
                  such registration shall have become effective or shall be
                  exempt from such registration; and shall have been duly
                  registered under the Securities Exchange Act of 1934, as
                  amended, or shall be exempt from such registration.

         4.05     It shall make all required filings under federal and state
                  securities laws.

         4.06     The Shares issued and outstanding on the date hereof have been
                  duly authorized, validly issued and are fully paid and are
                  non-assessable; and any Shares to be issued hereunder, when
                  issued, shall have been duly authorized, validly issued and
                  fully paid and will be non-assessable.

         4.07     The Company has paid or caused to be paid all taxes, if any,
                  which were payable upon or in respect of the original issuance
                  of the Shares issued and outstanding on the date hereof.

ARTICLE 5 CONVERSION OF FOREIGN CURRENCY

         5.01     Upon receipt by the Bank of any foreign currency, if at the
                  time of its receipt such foreign currency can in the Bank's
                  best judgment be converted on a reasonable basis into U.S.
                  dollars and the resulting U.S. dollars transferred to the
                  United States for distribution to U.S. Shareholders entitled
                  thereto, the Bank shall as promptly as practicable convert or
                  cause to be converted such foreign currency into U.S. dollars
                  by sale or in any other manner that it may determine, and
                  shall transfer the resulting U.S. dollars (net of its charges
                  and expenses in effecting such conversion) to the United
                  States and shall distribute such U.S. dollars to the
                  Shareholders resident in the United States entitled thereto.
                  If the Bank determines in its reasonable judgment that such
                  foreign currency is not convertible, in whole or in part, on a
                  reasonable basis into U.S. dollars transferable to the United
                  States, or if any approval or license which is required for
                  such conversion is denied or in the Bank's opinion, is not
                  obtainable or is not obtained within a reasonable period or at
                  a reasonable cost, the Bank may distribute all or part of the
                  foreign currency (or an appropriate document evidencing the
                  right to receive such foreign currency) to, or in its
                  discretion may hold such foreign currency uninvested and
                  without liability for interest thereon for the respective
                  accounts of, the U.S. Shareholders entitled thereto. All
                  expenses of any such conversion shall be deducted from the



                                       6
<PAGE>

                  proceeds thereof.


ARTICLE 6         SHAREHOLDERS' MEETINGS As soon as practicable after receipt
                  from the Company of notice of any meeting or solicitation of
                  consents or proxies of holders of Shares, unless the Company
                  informs the Bank otherwise in order to comply with applicable
                  law, the Bank shall mail to Shareholders a notice stating (a)
                  such information as is contained in such notice and any
                  solicitation materials (or a summary thereof in English
                  provided by the Company), (b) that each Shareholder at the
                  close of business on the record date set by the Company
                  therefor will be entitled, subject to any applicable
                  provisions of the law of the Netherlands and the Company's
                  Articles of Association, to exercise the voting rights
                  pertaining to the Shares and (c) the manner in which such
                  instructions may be given.


ARTICLE 7 INDEMNIFICATION

         7.01     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 this
                           Agreement, provided that such actions are taken in
                           good faith and without gross negligence or willful
                           misconduct.

                  (b)      The Company's or its agents lack of good faith,
                           negligence or willful 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 person or firm
                           on behalf of the Company. Such other person or firm
                           shall include any former transfer agent or former
                           registrar, or co-transfer agent or co-registrar or
                           any current registrar where the Bank is not




                                       7
<PAGE>

                           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.

                  (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.

         7.02     At any time the Bank may apply to any authorized Director or
                  officer of the Company for instructions, and may consult with
                  legal counsel 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 reliance upon such
                  instructions or upon the opinion of such counsel. The Bank,
                  its agents and 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, SWIFT, 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 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.

         7.03     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




                                       8
<PAGE>

                  resulting from such failure to perform or otherwise from such
                  causes.


         7.04     Neither the Bank nor its agents shall be liable to the Company
                  or any other person for special, indirect, punitive or
                  consequential damages under any provision of this Agreement or
                  arising out of any act or failure to act hereunder.

         7.05     In order that the indemnification provisions contained in this
                  Article 7 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 Bank shall in no case 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, which shall not be unreasonably
                  withheld or delayed.

ARTICLE 8 STANDARD OF CARE

         8.01     The Bank shall not be liable for loss or damage due to errors
                  unless said errors are caused by its gross negligence, bad
                  faith, or willful misconduct or that of its employees.

ARTICLE 9 COVENANTS OF THE COMPANY AND THE BANK

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

                  (a)      An adequate supply of Share certificates.

                  (b)      A copy of the resolutions adopted by the Board of
                           Directors of the Company appointing the Bank as
                           Transfer Agent and/or Registrar and Dividend
                           Disbursing Agent, as the case may be, duly certified
                           by the Secretary or Assistant Secretary of the
                           Company under the corporate seal.


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

                  (d)      A certificate of the Secretary or an Assistant
                           Secretary of the Company, under its corporate seal,
                           stating that:

                                    i)       this Agreement has been executed
                                             and delivered pursuant to the
                                             authority of the Company's Board of




                                        9

<PAGE>

                                             Directors;

                                    ii)      the attached specimen Share

                                    iii)     certificate(s) are in substantially
                                             the form submitted to and approved
                                             by the Company's Board of Directors
                                             for current use and the attached
                                             specimen Share certificates for
                                             each Class of Stock with issued and
                                             outstanding Shares are in the form
                                             previously submitted to and
                                             approved by the Company's Board of
                                             Directors for past use;

                                    iv)      the attached list of existing
                                             agreements pursuant to which Shares
                                             have been reserved for future
                                             issuance specifying the number of
                                             reserved Shares subject to each
                                             such existing agreement and the
                                             substantive provisions thereof, is
                                             true and complete, or no Shares
                                             have been reserved for future
                                             issuance.

                                    v)       each shareholder list provided is
                                             true and complete (such
                                             certification may state that it is
                                             based upon the certification of the
                                             predecessor Transfer Agent or
                                             predecessor Registrar that prepared
                                             the list) or no Shares are
                                             outstanding;

                                    vi)      the name of each stock exchange
                                             upon which any of the Shares are
                                             listed and the number and identity
                                             of the Shares so listed;

                                    vii)     the name and address of each
                                             co-Transfer Agent, Registrar (other
                                             than the Bank) or co-Registrar for
                                             any of the Shares and the extent of
                                             its appointment, or there are no
                                             co-Transfer Agents, Registrars
                                             (other than the Bank) or
                                             co-Registrars for any of the
                                             Shares; and

                                    viii)    the officer(s) of the Company, who
                                             executed this Agreement as well as
                                             any certificates or papers
                                             delivered to the Bank pursuant to
                                             this Agreement, were validly
                                             elected to, and the incumbents of,
                                             the offices they purported to hold
                                             at the time of such execution and
                                             delivery, and that their signatures
                                             on all documentation are genuine;
                                             and upon which is subscribed a
                                             certificate of an officer of the
                                             Company, other than the officer
                                             executing the certificate of the
                                             Secretary, stating that the person



                                       10
<PAGE>

                                             who executed the certificate of the
                                             Secretary was validly elected to,
                                             and is the Secretary or an
                                             Assistant Secretary of the Company
                                             and that his signature on the
                                             certificate is genuine.



                  (e)      Opinion of counsel for the Company, addressed to the
                           Bank, to the effect that:

                                    i)       the Shares issued and outstanding
                                             on the date hereof have been duly
                                             authorized, validly issued and are
                                             fully paid and are non-assessable;
                                             and any Shares to be issued
                                             hereunder, when issued, shall have
                                             been duly authorized, validly
                                             issued and fully paid and will be
                                             non-assessable;

                                    ii)      the Shares issued and outstanding
                                             on the date hereof have been duly
                                             registered under the Securities Act
                                             of 1933, as amended, and such
                                             registration has become effective,
                                             or are exempt from such
                                             registration; and have been duly
                                             registered under the Securities
                                             Exchange Act of 1934, as amended,
                                             or are exempt from such
                                             registration;

                                    iii)     the Company has paid or caused to
                                             be paid all taxes, if any, which
                                             were payable upon or in respect of
                                             the original issuance of the Shares
                                             issued and outstanding on the date
                                             hereof; and


                                    iv)      the execution and delivery of this
                                             Agreement and the issuance of the
                                             Shares do not and will not conflict
                                             with, violate, or result in a
                                             breach of, the terms, conditions or
                                             provisions of, or constitute a
                                             default under, the charter or the
                                             by-laws of the Company, any law or
                                             regulation, any order or decree of
                                             any court or public authority
                                             having jurisdiction, or any
                                             mortgage, indenture, contract,
                                             agreement or undertaking to which
                                             the Company is a party or by which
                                             it is bound and this Agreement is
                                             enforceable against the Company in
                                             accordance with it terms, except as
                                             limited by bankruptcy,





                                       11
<PAGE>

                                             insolvency, moratorium,
                                             reorganization and other similar
                                             laws affecting the enforcement of
                                             creditors' rights generally.

                  (f)      A list of all directors and 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.


         9.02     The Bank hereby agrees to establish and maintain facilities
                  and procedures for safekeeping of Share certificates, the
                  direct registration system, 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.

         9.03     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 will be made available in
                  accordance with the requirements of the law.

         9.04     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.

         9.05     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, to exhibit the Shareholder
                  records to any person whenever it is advised by its counsel
                  that it may be held liable for the failure to exhibit the
                  Shareholder records to such person.


         9.06     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



                                       12


<PAGE>

                  States and/or banks, brokers and nominees and nonresidents of
                  the United States holding Shares, setting forth information
                  relating to the payment of dividends. In connection with the
                  foregoing, the Bank is authorized and directed, at the
                  Company's cost and expense, to arrange for the printing and
                  distribution of the forms of important notices, advertisements
                  and other documents in connection with the payment of
                  dividends.

         9.07     The Company, shall arrange for the prompt transmittal by the
                  Company to you of such notices, reports and communications
                  which are made generally available by the Company to holders
                  of Shares. Upon the written request of the Company, the Bank
                  shall arrange for the mailing, at the Company's expense, of
                  copies of such notices, reports and communications to all
                  registered holders of Shares or, at the request of the
                  Company, make such notices, reports and communications
                  available to such registered holders and beneficial owners on
                  such reasonable basis as the Company may advise you may be
                  required by any applicable law, regulation or stock exchange
                  requirement.

         9.08     The Company will not at any time instruct you to issue Shares
                  being issued upon original issuance or re-acquired by the
                  Company unless a registration statement is in effect as to
                  such Shares under the Securities Act of 1933 or unless the
                  offering and sale in the United States of the Shares is not
                  subject to the registration provisions of said act. In the
                  event of an offering by the Company of Shares, rights to
                  subscribe for Shares, securities convertible into or
                  exchangeable for Shares or rights to subscribe for any such
                  securities, the Company will take appropriate steps to ensure
                  that such offering will not result in a violation of any
                  applicable United States law, rule or regulation. Without
                  limiting the generality of the foregoing, with respect to any
                  offering of rights to subscribe for Shares which have not been
                  registered under the Securities Act of 1933, as amended, the
                  Bank shall attempt to sell such rights in accordance with its
                  normal procedures. Upon any such sale, the Bank shall attempt
                  to convert any proceeds of such sale, less amounts represented
                  by Dutch tax, if any, into United States dollars and pay the
                  United States dollars (after deduction of expenses in
                  connection with such




                                       13
<PAGE>

                  conversion and any amounts on account of applicable taxes) to
                  the registered holders of Shares entitled thereto, less
                  amounts subject to United States Federal or state income tax
                  backup withholding, if any.


         9.09.    Instructions or authorizations to the Bank from the Company
                  shall be in writing, or by cable, telex or facsimile
                  transmission, and shall be signed by one or more persons
                  authorized by the Company to give such instructions.


ARTICLE 10  TERMINATION OF AGREEMENT

         10.01    This Agreement may be terminated by either party upon ninety
                  (90) days written notice to the other.

         10.02    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 11 ASSIGNMENT

         11.01    Except as provided in Section 11.03 below, neither this
                  Agreement nor any rights or obligations hereunder may be
                  assigned by any party without the written consent of the other
                  parties.

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

         11.03    The Bank may, without further consent on the part of the
                  Company, subcontract for the performance hereof with (i)
                  Equiserve Limited Partnership which is duly registered as a
                  transfer agent pursuant to Section 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 12 AMENDMENT


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<PAGE>


         12.01    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 13 NEW YORK LAW TO APPLY

         13.01    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 14 MERGER OF AGREEMENT

         14.01    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 15 COUNTERPARTS

         15.01    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.














                                       15

<PAGE>

         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.


                                          CNH Global N.V.



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

ATTEST:






                                          JPMorgan Chase Bank


                                          By: /s/ SARENA CIRABISI
                                              ---------------------------------
                                          Name: Sarena Cirabisi
                                          Title: Vice President

ATTEST:























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