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CNH GLOBAL N.V. EQUITY INCENTIVE PLAN
Form of Performance Unit Award Agreement
      1. Award of Performance Units
 Share Units
 Cash Units
 2. Vesting of Awards




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3. Forfeiture of Performance Units
  (a)
    
    June 30, 2008; or(b)
    
    the day following the Participants termination of employment with the
Company for any reason, except as provided in Section 2 of this Agreement; or(c)
    
    upon the date the Company determines the objectives set forth on Schedule 1
are not met.
 4. Settlement of Performance Units
 In Common Shares
  In Cash
 -2-




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5. Adjustments
  6. Rights as Shareholder
  7. Employment
  8. Nontransferability
  9. Definitions
  10. Amendment
  -3-




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11. Miscellaneous
 (a)
    
    Compliance with Internal Revenue Code Section 409A. All provisions
of this Performance Unit Award Agreement and the related Long Term Incentive Plan are
intended to comply with the requirements of Internal Revenue Code 409A, and shall be
construed and interpreted in accordance with such intent. To the extent that an
amount under the Performance Unit Award Agreement or the Plan is subject to Code
Section 409A, the amount shall be paid in a manner that will comply with Code Section
409A and any administrative guidance issued thereunder.(b)
    
    Headings. The headings in this Agreement are inserted for
convenience only and shall have no significance in the interpretation of this
Agreement.(c)
    
    Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated hereunder and
supersedes any prior arrangements or understandings with respect thereto, written or
oral. No agreements or representations, oral or otherwise, expressed or implied, with
respect to the subject matter hereof have been made by either party which are not set
forth expressly in this Agreement (including the Plan).(d)
    
    Successors. The terms and conditions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives and successors.(e)
    
    Governing Law. In the event of any inconsistency between the terms
of this Agreement and the Plan, the terms of the Plan shall control. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware applicable to agreements made and entirely to be performed within such
jurisdiction except to the extent federal law may be applicable.(f)
    
    Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
 
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CNH GLOBAL N.V.ByRoberto Pucci
Senior Vice President
Human ResourcesACCEPTED:Participant
    
    Date
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SCHEDULE 1  CALCULATION OF AWARD
  a)
    
    the Company achieves 7.2 % cumulative trading profit margin for the CNH fiscal years
of 2005-2007;b)
    
    an annual bonus is earned by the Participant pursuant to the annual bonus rules of
the Company for 2 of the 3 plan years of the 2005-2007 cycle, andc)
    
    the Company achieves the threshold for an annual bonus pursuant to the annual bonus
rules of the Company for at least 2 of the 3 plan years of the cycle of 2005-2007:
 Threshold
    
    
    
    Maximum(Target  10%)
    
    Target
    
    (Target + 15%)2005-2007 Cumulative
Trading Profit Margin %:
    
    7.2 %
    
    8.0 %
    
    9.2 %[Name]Section 1(a) Award1:
    
    [Threshold Shares]
    
    [Target Shares]
    
    [Maximum Shares]Section 1(b) Award2:
    
    [Threshold Cash]
    
    [Target Cash]
    
    [Maximum Cash]
  
 
 1
    
    Each Section 1(a) Performance Unit
equals one share of Common Shares of the Company.2
    
    Each Section 1(b) Performance Unit
equals [Currency] 1.00 . -6-