Exhibit 4.3

DRAFT
TRANSLATION OF TOP HAT PLAN
Dear Mr.                                        
     In consideration of the competitiveness of the global market and the desire to hire andretain key senior management personnel, CNH Global N.V. (the “Company”) has established a specialseverance allowance for certain senior executives (hereinafter referred to as the “Individual TopHat Plan” or the “Plan”), the terms of which are described below.
     Based upon your professional responsibilities and position with the Company, the Company ispleased to inform you of your selection to participate in the Plan.
     Subject to the terms of the Plan, at the termination of your employment with the Company,your participation in the Plan will result in a disbursement of funds which will be pro-rated over20 years. This is in addition to any other funds that you may be eligible for under a separatecontract, if any, or Company sponsored benefit plans, if any.
   **1**. **Amount of the Award**
The amount of the award (the “Award”) will be in proportion to the length of your participation inthe Plan, according to a fixed percentage rate (10%)
 

 

annually, beginning with the date of this letter (hereinafter referred to as “Participation Date”)for a maximum period of 10 years. If you are employed for part of a year, and you otherwisequalify for an Award, the Award will be pro-rated for that partial year by taking the number ofmonths of employment during the partial year and multiplying that number by 1/12.
There will be no gross-up by the Company for any taxes or other fees that you may incur as aresult of the Award.
You may be eligible for one of the following maximum Awards:
(a)  In the event that you and the Company mutually agree upon the terms of your terminationwithout becoming a retiree, you may be eligible for a maximum Award equal to three times yourlast annual gross salary (excluding bonuses, allowances or incentives of any kind).
(b)  ln the event that you and the Company mutually agree upon the terms of your termination and youretire, you may be eligible for a maximum Award equal to five times your last annual grosssalary (excluding bonuses, allowances or incentives of any kind).
**2.**  **Disbursement of the Award**
     The disbursement of the Award is subject to the following conditions:
     **a) Eligibility**
Notwithstanding any other provision contained herein to the contrary, you will be eligiblefor the Award only if you meet the following conditions:
(i) you and the Company have mutually agreed upon the terms of your termination and thereason for the termination is not a transfer
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between Fiat Group Companies or a termination for cause as determined by the Company; and
(ii) you have participated in the Plan for a minimum of four (4) years from theParticipation Date. In the event of your termination from the Company for any reason beforethe minimum term, you will not be entitled to receive the Award or anything else under thePlan.
     **b) Maximum Award**
You are eligible for the maximum Award under Section 1(a) or 1(b) above if you remainemployed by the Company for ten (10) years from the Participation Date.
     **c) Exclusions**
You will not be entitled to an Award under the Plan in the event of:
(i) termination ofemployment at age 65 or greater.
(ii) termination of employment for cause as determined by the Company, no matter the numberof years of participation in the Plan.
(iii) your unilateral voluntary resignation (termination of employment) from the Company.
**3.**  **Method of Disbursement of the Award**
The Award will be disbursed quarterly and pro-rated over 20 years.
In the event of death, pending disbursement of the Award, any residual funds will be paid outto your designated beneficiaries as provided in Section 6 below.
**4.**  **Interest**
There will be no interest paid to you on the Award.
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**5.**  **Death Prior to Termination of Employment**
In the event of your death prior to termination from the Company, the Award will be paid in alump-sum payment to your designated beneficiaries, in addition to any severance allowance forwhich you may be eligible. The Award will be determined in accordance with Section 1 and youwill be deemed to have qualified for treatment under Section 1(b).
**6.**  **Change of Control**
In the event that a non-affiliated third party acquires 50% or moreof the outstanding common shares of the Company (“Change of Control”), it is the intention of the parties that theprovisions of the Plan will remain in full force and effect after such Change of Control
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     While we are certain of your appreciation for this Award, we ask that you return a copy ofthis letter, duly signed where indicated, as a sign of your binding commitment and good faithnow and in the future. By participating in this Plan, you hereby:
1.  Agree to be bound by the terms of the Plan as an incentive to stay with the Company until youand the Company agree on the terms of your termination before the age of 65. 2.  Agree to waive, and abstain from asserting, any action or claims againstthe Company as a result of your employment or termination. 3.  Agree not to compete with Company for any business opportunity andnot to accept employment as a consultant or otherwise with any of theCompany’s competitors for a period of five (5) years. 4.  Acknowledge your understanding that this Plan is unfunded and that theCompany’s bankruptcy or insolvency may affect your ability to collect theAward or any portion thereof.
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5.  Agree that, in the event of a dispute, this Plan will be interpreted under the laws of thecountry of your citizenship.
Regards,