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Exhibit 4.2.4
 CNH Global N.V.
Equity Incentive Plan
 Preamble
     1. Purpose of the EIP and the Plans
   Definitions
 Award
 Award Agreement
 Award Date Grant Date
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Code
 Company Shares
 Fair Market Value
 Non-Qualified Stock Option
 Option Stock Option
 Option Price
 Parent
 Parent Group
 Participant
 Settlement Date
 Vesting Date
 Term
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Plan Administration
 A.
    
    The Committee shall be responsible for administering the Plan.
 (i)
    
    PowersThe Committee shall have full and exclusive discretionary power to interpret the EIP and
the Plans and to determine eligibility for benefits and to adopt such rules, regulations
and guidelines for administering the EIP and the Plans as the Committee may deem
necessary or proper. Such power shall include, but not be limited to, selecting Award
recipients, establishing all Award terms and conditions, including new terms and
conditions for any equitable adjustment relating to any corporate reorganization
pursuant to Section 7, converting Company Shares, Performance Share Units or Options to
Parent securities (shares or options), and adopting modifications and amendments to the
EIP, any of the Plans or any Award Agreement, including without limitation, any that are
necessary to comply with the laws of the countries in which the Company or any of its
subsidiaries operate; provided however that, subject to Section 7 and except as
otherwise specifically provided in the Award Agreement, no such modification or
amendment shall impair the rights of any Participant, without his consent, in any Award
previously granted under the EIP or any of the Plans.(ii)
    
    DelegationThe Committee may allocate all or any portion of its powers to any one or more of its
members and may delegate all or any part of its powers to any person or persons selected
by it. To the extent that the Committee has allocated or delegated any portion of its
powers, references herein to the Committee shall include, with respect to such powers,
the person or persons to whom they have been allocated or delegated.
 B.
    
    The Committee may employ attorneys, consultants, accountants and other persons, and
the Committee, the Company and its officers and directors shall be entitled to rely upon
the advice, opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be final and
binding upon the Participants, the Company and all other interested persons. No member
of the Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the EIP, any of the Plans or Awards or
Award Agreements, and all members of the Committee shall be fully protected by the
Company, to the fullest extent permitted by
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applicable law, in respect of any such action, determination or interpretation.
 Eligibility
  6. Company Shares Subject to the EIP or any of the Plans
 A.
    
    Subject to adjustment pursuant to Section 7, the maximum number of Company Shares
that shall be available and reserved for issuance under the EIP or any of the Plans shall
be ratified or approved each year by the Company shareholders at the Annual General
Meeting (the AGM) or any Extraordinary General Meeting (the EGM) of the Company, to
which the item will be submitted for ratification or approval, followed by the filing of
the appropriate form with the SEC and listing agreement with the NYSE.B.
    
    Company Shares that may be issued under the EIP or any of the Plans may be either
authorized and unissued shares, or issued shares that have been reacquired by the Company
and are being held as treasury shares.
 7. Corporate Reorganization and Equitable Adjustments
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8. Awards
  A.
    
    Stock Options
 (i)
    
    GrantsThe Committee may grant any Participant one or more Options in the form of Non-Qualified
Stock Options. Stock Options granted pursuant to the EIP or any of the Plans shall be
subject to such additional terms, conditions, or restrictions as may be provided in the
Award Agreement relating to any such grant.(ii)
    
    Option PriceThe Option Price of a Stock Option shall be determined in the manner set forth by the
Committee but shall normally be the Fair Market Value of a Common Share on the Award
Date; providedthat, to the extent set forth in a written offer of employment, the
Option Price of a Stock Option may (as determined by the Committee in its sole
discretion) be the Fair Market Value of a Common Share on such other date specified in
the offer letter but not earlier than the date of offer.(iii)
    
    Manner of Payment of Option PriceThe Option Price shall be paid in full at the Vesting Date or the time of the exercise
of the Stock Option (except that, in the case of an exercise arrangement approved by the
Committee in accordance with clause (c) below, payment may be made as soon as
practicable after the exercise) 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, of
Common Shares acceptable to the Committee (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
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(c)
    
    in any other manner that the Committee shall approve, including without
limitation, any arrangement that the Committee may establish to enable Participants
to simultaneously exercise Stock Options and sell the shares of Common Shares
acquired thereby and apply the proceeds to the payment of the Option Price
therefor.
 B.
    
    Company SharesThe Committee may award Company Shares to any Participant. Awards of Company Shares may
be unrestricted or may be subject to such restrictions and conditions as are established
by the Committee and set forth in the Award Agreement, which may include, but are not
limited to, continued service with the Company, achievement of specific business
objectives, and other measurements of individual or business unit or Company
performance.C.
    
    Performance Share UnitsPerformance Share Units shall be based on attainment, over a specified period, of
individual performance levels, as assessed by the Committee or the Company, or of other
targets that may include, but shall not be limited to, trading profit (or operating
income after restructuring), trading cash flow, earnings per share, total shareholder
return, return on shareholders equity, and cumulative return on net assets employed.
Performance Share Units may be settled in Company Shares or cash or both.
 Settlements
  Transferability
  Transfer of Participant Within the Parent Group
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Award Agreements
  Termination
  Tax Withholding
  Other Company Benefit and Compensation Programs
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Unfunded Plan
  Future Rights
  Governing Law
  Successors and Assigns
  General Restrictions
 A.
    
    Notwithstanding any provision to the contrary, the Company shall have no liability
to deliver any Award or make any other distribution of benefits under the EIP or any of
the Plans 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 the Company Shares involved in such Award are authorized for listing on the
NYSE.B.
    
    To the extent that the EIP or any of the Plans provides for the issuance of Company
Shares, the issuance will be effected on a non-certificated basis.
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C.
    
    Except as otherwise provided in any Award Agreement, a Participant shall have no
rights as a shareholder of the Company until he or she becomes the holder of record of
Company Shares.D.
    
    BY ACCEPTING ANY AWARD AGREEMENT UNDER THE EIP OR ANY OF THE PLANS, THE PARTICIPANT
EXPRESSLY AND IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL
OR STATE COURT LOCATED IN WILMINGTON, DELAWARE, U.S.A. IN RESPECT OF ANY MATTER THAT IS
NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 21.This includes any action or
proceeding to compel arbitration or to enforce an arbitration award.
 Arbitration
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