##### 



Exhibit 4.2.6
 
 Leadership
Incentive
Plan




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##### 



Leadership Incentive Plan (LIP)
  Plan Highlights:
 
    
    An annual award that shares the companys success with those in a lead role who help
create that success.
 
    
    Participation in this enhanced annual incentive is determined by an individuals
performance and criticality of the individuals role.
    
    Company performance determines the payout opportunity
 
    
    An equity award element added to help attract and retain leadership talent, reward
performance that is aligned with company objectives and encourage sustainable company
growth.
 
    
    Enhanced payout: target payout enhanced by 1/3rd, paid in cash and
stock options (50/50)
    
    Stock options vesting in 3 periods: 1/3rd immediately; 1/3rd
after one year; last 1/3rd after two years
 
    
    No longer a discretionary element to the reward opportunity; reward is completely
linked to company financial objectives.
 
    
    For Brands, Parts & Service, Capital, Ag Manufacturing, Ag Product Development,
CE Manufacturing and CE Product Development at the CNH level and at the Function
level
    
    For Supply Chain Logistics, Strategic Sourcing, Quality and the Global Staffs
at just the CNH level for all other functions
 
    
    CNH objectives:
 
    
    Trading Profit before Restructuring: [omitted]
    
    Trading Cash Flow: [omitted]
 
    
    No minimum threshold required to trigger overall payout
 
    
    Each objective allows an opportunity for payout
 
    
    CNH Trading Profit before Restructuring above 85% of set target
    
    All other metrics above 90% of set target
 
 2




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How the Plan Works:
 Timing:
 st st
 Eligibility:
     
    
    Top Managers: As approved by the Corporate Governance and Compensation
Committee of the CNH Global NV Board of Directors
    
    Executives: Directors who have been identified as executive leaders
    
    Directors: Senior and Other Directors
  Eligible Compensation:
   
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Weighting of Results:
   
    
    50% linked to CNH results to ensure alignment of goals across the organization and
    
    50% specific to their operating unit to recognize their specific units
contribution to the success of CNH
  Performance Criteria:
    CNH Trading Profit Before Restructuring:
    
    [omitted]CNH Trading Cash Flow:
    
    [omitted]
  
    
    all CaseIH Directors globally will have same payout % of salary based on CNH and
CaseIH Global results
    
    all Capital Executives globally will have same payout % based on CNH and Capital
Global results
    
    All Global Staff have same payout % for their group (Top Managers, Executives,
Directors) based solely on CNH results.
 
 4




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
    
    Staff directly supporting one specific Brand or Business will have the same payout
% as the Brand or Business they support.
    
    Regional Staff not directly supporting one specific Brand or Business will be based
on CNH results the same as Global Staff.
 Payout Matrix
 
    
    There is no minimum threshold required to trigger overall payout. Each KPM pays out independently and each requires a
minimum result before paying a fixed award:
 o
    
    CNH Trading Profit before Restructuring above 85% of set targeto
    
    All other KPMs above 90% of set target
 
    
    Target awards are set at 100% of target results.
    
    Maximum award is 2.5 times target award and is set at 150% of target results.
 % of Target PayoutResults vs.
    
    CNH Trading
    
    
    All OtherObjective
    
    Profit
    
    
    objectives85%
    
    
    0
    %
    
    
    0
    %86%
    
    
    6.7
    %
    
    
    0
    %90%
    
    
    33.3
    %
    
    
    0
    %91%
    
    
    40.0
    %
    
    
    10
    %95%
    
    
    66.7
    %
    
    
    50
    %100%
    
    
    100.0
    %
    
    
    100
    %110%
    
    
    130.0
    %
    
    
    130
    %130%
    
    
    190.0
    %
    
    
    190
    %150%
    
    
    250.0
    %
    
    
    250
    %160%
    
    
    250.0
    %
    
    
    250
    %
   
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Determination of Total Award:
 rd
 Equity Award:
 rd rd rd
  Final Benefit Determination:
   
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DEFINITIONS:
 Trading Profit before Restructuring:
 before
 Trading Cash Flow:
 Industrial
 
    
    Restructuring charge
    
    Depreciation and change in provisions/operating reserves
    
    Investments in fixed assets
    
    Changes in gross working capital
 Return on Equity (ROE):
 before after
 Profit Before Tax (PBT):
 afte r after before
 Stock options
  
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2006 TARGETS:
 2006 TargetsTrading
    
    TradingProfit
    
    Cash Flow*Organization Level
    
    Key Performance Measure
    
    $ millionCNH
    
     CNH Trading Profit
    
    
    1,025
    
    
    
    725 CNH Trading Cash FlowFUNCTIONSBRANDS:-CIH AG
    
     Brand Specific Trading Profit
    
    
    249.5
    
    
    
    364-NH AG
    
    
    
    
    191.5
    
    
    
    344-Case Construction
    
     Brand Specific Trading Cash Flow
    
    
    214
    
    
    
    212-NH Construction
    
    
    
    
    101
    
    
    
    153BUSINESS UNITS:-Parts
    
     Parts Trading Profit AG + CE Trading Cash Flow
    
    
    536
    
    
    
    1,073-Capital
    
     Capital Trading Profit Return on Equity
    
    
    290
    
    
    
    18.4
    %*AG OR CE FUNCTIONS-AG Manufacturing & AG Product
    
     AG Trading Profit
    
    
    441
    
    
    
    708Develop
    
     AG Trading Cash Flow-CE Manufacturing & CE Product
    
     CE Trading Profit
    
    
    315
    
    
    
    365Develop
    
     CE Trading Cash FlowSUPPORTING FUNCTIONS-Supply Chain Logistics, Strategic
Sourcing, Quality
    
     CNH Trading Profit1,025
    
    
    
    725- Global Staffs
    
     CNH Trading Cash Flow
 
 8