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Exhibit 4(c)

                            CASE CREDIT CORPORATION

                              Consent of Directors
                              --------------------
                       Pursuant to Section 141(f) of the
                       ---------------------------------
                General Corporation Law of the State of Delaware
                ------------------------------------------------


     The undersigned, being all of the Directors of CASE CREDIT CORPORATION, a
Delaware corporation (the "Company"), pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, DO HEREBY CONSENT to the adoption of,
and DO HEREBY ADOPT, the following resolutions:

                             SHELF REGISTRATION OF
                     UP TO $700 MILLION OF DEBT SECURITIES

     WHEREAS, it may be advisable and in the best interests of the Company to
effect public offering(s) of debt securities of, or guaranteed by, the Company
in an aggregate principal amount resulting in gross proceeds to the Company of
up to a maximum of $700,000,000 on terms to be determined as hereafter provided;
and

     WHEREAS, on December 18, 1995, the Board of Directors of the Company
adopted resolutions (the "1995 Resolutions") authorizing the filing of a
Registration Statement on Form S-3 (Registration Statement No. 33-80755) (the
"1995 Registration Statement") for the issuance of up to a maximum of
$300,000,000 of debt securities, and the Company currently has $100,000,000
remaining available for issuance under such registration;

     NOW, THEREFORE, BE IT RESOLVED as follows:

          A. GENERAL AUTHORIZATION

     RESOLVED, that the Company is hereby authorized: (a) to effect public
offering(s) of debt securities of, or guaranteed by, the Company in an aggregate
principal amount resulting in gross proceeds to the Company of up to
$700,000,000 on terms established in accordance with these resolutions, which
debt securities may be denominated in foreign currencies or foreign currency
units or issued at original issue discount and, to the extent issued at original
issue discount or denominated in, purchased for or payable in foreign currencies
or foreign currency units, shall be that principal amount as may result in the
initial offering prices to the public aggregating up to $700,000,000 (determined
in the case of foreign currencies or foreign currency units by reference to the
equivalent in United States dollars at the time of offering); (b) to issue one
or more series of Debentures, Notes and other evidences of indebtedness to
evidence the indebtedness authorized by or pursuant to these resolutions having
terms established in accordance with these resolutions (and

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all Debentures, Notes and other evidences of indebtedness which shall actually
be issued or guaranteed by the Company pursuant to such authorization are herein
collectively called the "Debt Securities"); and (c) to enter into an indenture
and fiscal and paying agency agreements governing the Debt Securities (and any
supplement thereto) having terms established in accordance with these
resolutions (and such indenture and any such fiscal or paying agency agreements
(and any supplement thereto) governing the Debt Securities into which the
Company shall actually enter are herein collectively called the "Indenture").


          B. TRANSACTION TERMS

     RESOLVED, that Theodore R. French, the Chairman of the Board of the
Company, Kenneth R. Gangl, the President and Chief Executive Officer of the
Company, and Robert A. Wegner, the Vice President and Chief Financial Officer of
the Company (each of such officers being an "Authorized Officer"), are each
hereby authorized to determine: (a) the terms of the Indenture and the bank or
trust company which shall serve as trustee under the Indenture; (b) the entity
which shall serve as paying agent under the Indenture; (c) the terms of each
series of Debt Securities to be issued by the Company under the Indenture
(including but not limited to the aggregate principal amount of debt to be
represented by those Debt Securities, the rate at which interest shall accrue on
those Debt Securities (including but not limited to any default rate, or, if
Debt Securities are issued with original issue discount, the rate of accretion
thereon), the time(s) at which payment(s) of principal shall become due on those
Debt Securities and the amount of each payment, the dates on which interest on
the Debt Securities is to be paid, the extent of the Company's right to make
prepayments of amounts owed on those Debt Securities and the amount of the
premium (if any) which may be payable in connection with any such prepayment, or
to extend the maturity thereof); (d) whether the Company shall enter into any
supplement to the Indenture (including but not limited to any supplement
establishing the terms of any series of Debt Securities) and the terms of any
such supplement; (e) the price at which the Debt Securities shall be sold; (f)
if other than United States dollars, any currency or currency unit in which the
securities are to be denominated, or which is to be received in payment or in
which principal or interest, if any, is to be payable; (g) all other terms
governing the sale of the Debt Securities (including whether and to what extent
the Debt Securities shall be sold under firm commitment underwriting
arrangements, sold directly to investment bankers for subsequent public sale,
sold pursuant to best efforts arrangements, sold in private placement, sold
through agents, sold in the U.S. market or sold in the Euromarket or any other
overseas securities market); (h) in connection with any firm commitment
underwriting, the underwriters to be utilized, the underwriting discount and
other fees applicable to such underwriting, the indemnification and contribution
arrangements to be made by the Company in connection with such underwriting and
all other terms governing such underwriting; (i) in connection with any medium
term note program, the agents to be utilized, the agents' discounts or
commissions, the indemnification and contribution arrangements to be made by the
Company in connection with such program and all other terms governing such
program; (j) the exchange or exchanges (if any) on which the Debt Securities
shall be listed and the terms of any such listing; (k) the terms upon which the
Debt Securities may be registered, qualified or otherwise cleared under the
Federal and state securities laws; (l) whether the Debt Securities shall be
senior or subordinated to other debt of the Company; (m) whether the Debt

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Securities are to be in definitive or book entry form and, if the latter, the
depository with respect to the Debt Securities and (n) any other actions which
the Company may take relating to the Debt Securities;

     RESOLVED, that the yield to maturity of any issue of Debt Securities
authorized by any of the Authorized Officers shall (i) in the case of Debt
Securities having a fixed interest rate, not exceed 350 basis points above the
yield to maturity on debt issued by the United States Treasury having a
comparable maturity (provided, however, that in selecting debt of the United
States Treasury with a comparable maturity for purposes of making this
determination, if more than one issue of the United States Treasury has a
comparable maturity date, the issue whose coupon rate is nearest its yield to
maturity shall be the issue selected), or (ii) in the case of Debt Securities
having a floating interest rate, on the basis of the initial interest rate
established, not exceed 150 basis points above the LIBOR rate maturing on
periodic dates equal or substantially comparable to the periods for which such
rate is established (in making the foregoing determinations pursuant to clause
(i) or (ii) above, such Authorized Officers may rely upon quotations of debt
issued by the United States Treasury furnished to it by such persons as they may
elect in their sole judgment and all determinations made by such Authorized
Officers as to the terms of the Debt Securities being issued in accordance with
this resolution shall be final and conclusive in all respects and binding on the
Company);

          C. IMPLEMENTATION ACTIONS

     RESOLVED, that any officer of the Company is hereby authorized to cause the
Company to take any action which such officer shall deem to have been authorized
in or pursuant to these resolutions (which are herein collectively called
"Implementing Actions") including but not limited to: (a) the filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement under the Securities Act of 1933, as amended, and such pre-effective
and post-effective amendments to such Registration Statement and the 1995
Registration Statement as such officer may deem appropriate and, including after
the effective date of the Registration Statement, any supplements to the
prospectus filed as part of the Registration Statement and the 1995 Registration
Statement which such officer may deem necessary or appropriate; (b) the
execution and filing with the Commission of an application for the registration
of the Debt Securities under the Securities under the Securities Exchange Act of
1934, as amended, if necessary, and all additional instruments and documents
which may be necessary to effectuate such registration; (c) the execution and
filing of a Listing Application for the listing of the Debt Securities on any
stock exchange on which such officer deems such Debt Securities should be listed
and any related Indemnity Agreement or other documentation which such officer
may deem desirable and the appearance before the Committee on Stock Lists (or
other similar body) of any such exchange, and such other acts as such officer
may deem necessary to conform with the requirements for listing the Debt
Securities on any such exchange; (d) the qualification of the Indenture under
the Trust Indenture Act of 1939, as amended; (e) the execution of letters of
representation or other submissions to a depository with respect to book entry
securities; and (f) the execution and filing with the appropriate state agencies
of all requisite instruments, records and documents, including but not limited
to applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process and any

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other action which such officer shall deem desirable to comply with the
applicable laws of any state or other jurisdiction of the United States of
America governing the qualification or registration for sale of all or part of
the Debt Securities;

     RESOLVED, that each officer and director of the Company who may be required
to execute such Registration Statements or any amendments thereto is hereby
authorized to execute a Power of Attorney appointing Theodore R. French, Kenneth
R. Gangl and Robert A. Wegner, and each of them severally, his true and lawful
attorney to execute in his name, place and stead, in his capacity as director or
officer, or both as the case may be such Registration Statements, and any and
all amendments and post effective amendments thereto, and all instruments
necessary or incidental in connection therewith and to file the same with the
Commission.  Such attorney shall have power to act hereunder and shall have full
power and authority to do and perform in the name and on behalf of each of such
directors or officers, or both as the case may be, every act whatsoever
requisite or necessary to be done in the premises, which each of such officers
or directors, or both, might or could do in person;


          D. STATES SECURITIES REGISTRATION

     RESOLVED, that any officer of the Company is hereby authorized to take any
and all action which such officer may deem necessary or appropriate in order to
effect the registration or qualification of part or all of the Debt Securities
for offer and sale under the securities or Blue Sky laws of those states and
other jurisdictions in which such officer determines such registration or
qualification to be advisable, and in connection therewith to execute,
acknowledge, verify, deliver, file and publish all such applications, reports,
issuer's covenants, resolutions, consents to service of process and other papers
and instruments as may be required under such laws, and to take any and all
further action which such officer may deem necessary or appropriate in order to
maintain any such registration or qualification for as long as such officer
deems it to be in the best interest of the Company; provided, however, that if
application is made in any state or jurisdiction that requires a resolution of
the Board of Directors as an exhibit to the application and such state or
jurisdiction does not recognize the form of resolution immediately preceding,
the Board of Directors hereby adopts the form of any resolution required by such
state or jurisdiction, if such officer is of the opinion that the adoption of
such resolution is necessary or advisable and evidences such opinion by
instructing the Secretary or any Assistant Secretary of the Company to attach as
an appendix to these resolutions a copy of such resolution, which shall
thereupon be deemed to have been adopted by the Board of Directors with the same
force and effect as if presented in such form for the approval of the Board of
Directors, and the Secretary or any Assistant Secretary of the Company is
empowered and authorized to certify to any such state or jurisdiction that any
such form of resolution has been adopted by this resolution; and provided,
further, that the following resolution is hereby adopted with respect to those
jurisdictions which have approved its use;

     "RESOLVED, that it is desirable and in the best interest of the Company
that its securities be qualified or registered for sale in various states; that
the President or any Vice President and the Secretary or any Assistant Secretary
hereby are authorized to determine the states in which

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appropriate action shall be taken to qualify or register for sale all or such
part of the securities of the Company as said officers may deem advisable; that
said officers are hereby authorized to perform on behalf of the Company any and
all such acts as they may deem necessary or advisable in order to comply with
the applicable laws of any such states, and in connection therewith to execute
and file all requisite papers and documents, including, but not limited to
applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process; and the execution by such officers of any such
paper or documents or the doing by them of any act in connection with the
foregoing matters shall conclusively establish their authority therefor from the
Company and the approval and ratification by the Company of the papers and
documents so executed and the action so taken;"

          E. PRINCIPAL AMOUNT LIMITATION

     RESOLVED, that the 1995 Resolutions are hereby rescinded; provided,
however, that such rescission shall not affect any action, including the
registration of any debt securities, taken under the 1995 Resolutions prior to
their rescission or required to be taken in the future as a result of the
issuance of such securities thereunder; and provided further, that such
rescission shall not affect the ability of the Company to amend or supplement
any registration statements, including the 1995 Registration Statement, filed
with respect to such securities and to benefit from any registration fees paid
to the Commission or any state securities commission in connection with any such
prior registration statements;

          F. DOCUMENTATION

     RESOLVED, that any Authorized Officer is hereby authorized to execute and
deliver on behalf of the Company any agreement, Debt Securities, Registration
Statement, other governmental filings or other documents of any kind which such
officer deems necessary or desirable in connection with any Implementing Action,
including but not limited to: (a) the Indenture; (b) any supplement to the
Indenture; (c) the Debt Securities (the execution of which may be by means of
facsimile signature); (d) any Underwriting Agreement and any related pricing
agreement, delayed delivery agreement or other documentation on substantially
the terms approved by any Authorized Officer as provided in the foregoing
resolutions; and (e) any Distribution Agreement and any related Terms Agreement.
Any agreement or other document which shall be executed and delivered on behalf
of the Company by any Authorized Officer of the Company relating in any way to
any action which is authorized in or could be authorized pursuant to these
resolutions constitutes conclusive evidence that such execution and delivery was
authorized in or pursuant to these resolutions and upon such execution and
delivery, such agreement or document shall become binding upon the Company in
accordance with its terms; and

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          G. ADDITIONAL CONSENTS

     RESOLVED, that this Board of Directors hereby adopts any additional
resolutions which may be requested by any governmental authority, stock exchange
or any other person which any Authorized Officer believes necessary or desirable
to accomplish any Implementing Action. The Secretary or any Assistant Secretary
of the Company is hereby authorized to certify that any such resolution has been
duly adopted by the Board of Directors of the Company.

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     The Secretary of the Company is hereby directed to file a signed copy of
this consent in the minute book of the Company.

     Dated: September 15, 1997


                              /s/ KENNETH R. GANGL
                              --------------------------------------------
                              Kenneth R. Gangl

                              /s/ JEAN-PIERRE ROSSO
                              ---------------------------------------------
                              Jean-Pierre Rosso

                              /s/ THEODORE R. FRENCH
                              ------------------------------------------
                              Theodore R. French

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