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Exhibit 4.4 CaseNewHolland Inc. DEFERRED COMPENSATION PLAN
 As amended and restated effective
as of January 1, 2001




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CASE NEW HOLLAND, INC.
DEFERRED COMPENSATION PLAN TABLE OF CONTENTS PageARTICLE 1ESTABLISHMENT AND PURPOSES
    
    
    -1-1.1 Establishment and History
    
    
    -1-1.2 Purposes
    
    
    -1-ARTICLE 2DEFINITIONS
    
    
    -1-2.1 Account
    
    
    -1-2.2 Accounting Date
    
    
    -1-2.3 CNH Companies
    
    
    -1-2.4 Cause
    
    
    -1-2.5 Change in Control
    
    
    -1-2.6 Chief Human Resources Officer
    
    
    -1-2.7 Code
    
    
    -1-2.8 Company
    
    
    -1-2.9 Compensation
    
    
    -2-2.10 Deferral Election
    
    
    -2-2.11 Disability
    
    
    -2-2.12 Employer
    
    
    -2-2.13 Employer Contributions
    
    
    -2-2.14 Employer Matching Contributions
    
    
    -2-2.15 ERISA
    
    
    -2-2.16 Hardship
    
    
    -2-2.17 Participant
    
    
    -2-2.18 Participant Deferral Credits
    
    
    -2-2.19 Plan Year
    
    
    -2-2.20 Retirement
    
    
    -3-2.21 Retirement Savings Plan
    
    
    -3-2.22 Supplemental Credits
    
    
    -3-2.23 Supplemental Discretionary Credits
    
    
    -3-2.24 Supplemental Employer Credits
    
    
    -3-2.25 Supplemental Employer Matching Credits
    
    
    -3-2.26 Supplemental Tax Deferred Credits
    
    
    -3-2.27 Supplemental Tax Deferred Election
    
    
    -3-2.28 Termination Date
    
    
    -3-
 -i-




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PageARTICLE 3ELIGIBILITY AND PARTICIPATION
    
    
    -3-3.1 Eligibility
    
    
    -3-3.2 Duration of Participation
    
    
    -3-ARTICLE 4PARTICIPANT DEFERRAL CREDITS
    
    
    -4-4.1 Participant Deferral Credits
    
    
    -4-4.2 Deferral Elections
    
    
    -4-4.3 Length of Deferral
    
    
    -4-4.4 Credit to Accounts
    
    
    -4-ARTICLE 5SUPPLEMENTAL CREDITS
    
    
    -4-5.1 Supplemental Tax Deferred Credits
    
    
    -4-5.2 Supplemental Tax Deferred Elections
    
    
    -5-5.3 Supplemental Employer Credits
    
    
    -5-5.4 Supplemental Employer Matching Credits
    
    
    -5-5.5 Supplemental Discretionary Credits
    
    
    -6-5.6 Limitations on Supplemental Credits
    
    
    -6-5.7 Length of Deferral
    
    
    -6-5.8 Credit to Accounts
    
    
    -6-ARTICLE 6ACCOUNTING AND VALUATION
    
    
    -6-6.1 Participants Accounts
    
    
    -6-6.2 Accounting
    
    
    -6-6.3 Valuation of Accounts
    
    
    -7-ARTICLE 7VESTING AND FORFEITURE OF BENEFITS
    
    
    -7-7.1 Vesting
    
    
    -7-7.2 Forfeitures
    
    
    -8-ARTICLE 8DISTRIBUTIONS
    
    
    -8-8.1 Charges Against Accounts
    
    
    -8-8.2 Payment of a Participants Account Upon Termination of Employment by Reason of Retirement or Disability
    
    
    -8-
 -ii-




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Page8.3 Payment of a Participants Account Upon Termination of Employment for Reasons other than Retirement, Disability or Death
    
    
    -9-8.4 Payment of a Participants Account Upon a Participants Death
    
    
    -9-8.5 Callable Right Option
    
    
    -9-8.6 Hardship
    
    
    -10-ARTICLE 9ADMINISTRATION
    
    
    -10-9.1 Authority of the Chief Human Resource Officer
    
    
    -10-9.2 Decisions Binding
    
    
    -10-9.3 Withholding Tax
    
    
    -10-9.4 Indemnification
    
    
    -11-ARTICLE 10RIGHTS OF PARTICIPANTS
    
    
    -11-10.1 Contractual Obligation
    
    
    -11-10.2 Unsecured Interest
    
    
    -11-10.3 Employee Status
    
    
    -11-10.4 Claims for Benefits
    
    
    -11-ARTICLE 11AMENDMENT AND TERMINATION
    
    
    -12-ARTICLE 12MISCELLANEOUS
    
    
    -12-12.1 Notice
    
    
    -12-12.2 Nontransferability
    
    
    -12-12.3 Severability
    
    
    -12-12.4 Offset
    
    
    -13-12.5 Benefits as Compensation for Purposes of Other Plans
    
    
    -13-12.6 Facility of Payment
    
    
    -13-12.7 Gender and Number
    
    
    -13-12.8 Costs of the Plan
    
    
    -13-12.9 Applicable Law
    
    
    -13-12.10 Successors
    
    
    -13-
 -iii-




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ARTICLE 1 ESTABLISHMENT AND PURPOSES 1.1 Establishment and History. The CaseNewHolland Inc. Deferred Compensation Plan
(the Plan) has been established effective as of January 1, 2001 by CaseNewHolland Inc. (the
Company). The Plan also constitutes an amendment, restatement and continuation of the Case
Corporation Deferred Compensation Plan as in effect immediately prior to January 1, 2001. 1.2 Purposes. The primary purposes of the Plan are to provide certain key employees
of the Employers (as defined below) the opportunity to voluntarily defer a portion of their
compensation, subject to the terms of the Plan, and to protect against reductions in tax deferred
contributions and Employer matching contributions, fixed contributions and profit sharing
contributions under the Retirement Savings Plan (as defined below), which may otherwise be limited
by operation of certain United States tax laws. By adopting the Plan, the Employers desire to
enhance their ability to attract and retain employees of outstanding competence. The Plan is
intended to constitute an unfunded plan which is maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees as described
in Parts 2, 3 and 4 of Title I of ERISA. ARTICLE 2 DEFINITIONS 2.1 Account. An individual bookkeeping account established for each Participant
pursuant to section 6.1. 2.2 Accounting Date. The last day of each calendar quarter. 2.3 CNH Companies. The Company and any corporation, trade or business during any
period that it is, along with the Company, a member of a controlled group of corporations or a
controlled group of trades or businesses (as described in sections 414(b) and (c), respectively, of
the Code). 2.4 Cause. The admission by or the conviction of the Participant of an act of fraud,
embezzlement, theft, or other criminal act constituting a felony under U.S. laws involving moral
turpitude, as determined by the Chief Human Resource Officer in his sole discretion. 2.5 Change in Control. A change in control of the Company, as determined by the Board
of Directors of the Company. 2.6 Chief Human Resources Officer. The officer of CNH Global N.V. having primary
management responsibility for the human resource function. 2.7 Code. The Internal Revenue Code of 1986, as amended from time to time. 2.8 Company. CaseNewHolland Inc., a Delaware corporation. -1-




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2.9 Compensation. Base salary payable with respect to services rendered within the
United States and such other elements of compensation as may be designated from time to time by the
Chief Human Resources Officer as Compensation for purposes of this Plan. 2.10 Deferral Election. An election made in accordance with section 4.2 pursuant to
which an eligible employee elects to have his Compensation reduced and to have a like amount
credited to his Account as Deferral Credits pursuant to section 4.1. 2.11 Disability. Disability shall have the meaning ascribed to the term Disabled
in the CaseNewHolland Inc. Retirement Savings Plan. 2.12 Employer. The Company and any CNH Company which elects to participate in the
Plan. 2.13 Employer Contributions. Fixed Contributions and Profit Sharing Contributions
within the meaning of the Retirement Savings Plan and other employer contributions under the
Retirement Savings Plan which are not based in whole or in part on participant contributions. 2.14 Employer Matching Contributions. Employer Matching Contributions within the
meaning of the Retirement Savings Plan and any other employer contributions under the Retirement
Savings Plan which are allocated among participants on the basis of participant contributions. 2.15 ERISA. The Employee Retirement Income Security Act of 1974, as amended from time
to time. 2.16 Hardship. A severe financial hardship resulting from extraordinary and
unforeseeable circumstances arising as a result of one or more recent events beyond the control of
the Participant. In any event, a Hardship shall not be considered to exist if the Hardship is or
may be relieved: (a) through reimbursement or compensation by insurance or otherwise; (b) by
liquidation of the Participants assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship; or (c) by cessation of deferrals under the Plan and such
cessation is permissible under the terms of the Plan. Examples of what are not considered to be
severe financial hardships include the need to send a Participants child to college or the desire
to purchase a home. The existence of a Hardship, the manner in which, if at all, such Hardship may
result in the cessation of a Participants future deferral opportunities under the Plan and/or the
manner in which, if at all, payment of deferred amounts to the Participant shall be altered or
modified, shall be determined in the sole discretion of the Chief Human Resource Officer and the
Chief Human Resource Officers decision on such matters shall be final, conclusive and binding on
all persons. 2.17 Participant. An individual who meets the requirements of Article 3. 2.18 Participant Deferral Credits. Credits made to a Participants Accounts pursuant
to a Participants Deferral Election, as described in section 4.1. 2.19 Plan Year. The calendar year. -2-




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2.20 Retirement. A Participants termination of employment for reasons other than
Cause with the CNH Companies on or after the attainment of age 62. 2.21 Retirement Savings Plan. The Case Corporation Retirement Savings Plan, as in
effect from time to time and, to the extent provided by the Chief Human Resource Officer, any other
savings plan which is maintained by a CNH Company and is qualified under section 401(a) of the
Code. 2.22 Supplemental Credits. Supplemental Tax Deferred Credits, Supplemental Employer
Credits, Supplemental Employer Matching Credits and Supplemental Discretionary Credits. 2.23 Supplemental Discretionary Credits. Credits made to a Participants Account
pursuant to section 5.5. 2.24 Supplemental Employer Credits. Credits made to a Participants Account pursuant
to section 5.3. 2.25 Supplemental Employer Matching Credits. Credits made to a Participants Account
pursuant to section 5.4. 2.26 Supplemental Tax Deferred Credits. Credits made to a Participants Account
pursuant to a Participants Supplemental Tax Deferred Election, as described in section 5.1. 2.27 Supplemental Tax Deferred Election. An election made in accordance with section
5.2 pursuant to which an eligible employee elects to have his Compensation reduced and to have a
like amount credited to his Account as Supplemental Tax Deferred Credits pursuant to section 5.1. 2.28 Termination Date. The date on which a Participants employment with the CNH
Companies terminates for any reason. ARTICLE 3 ELIGIBILITY AND PARTICIPATION 3.1 Eligibility. Persons eligible to participate in the Plan for any Plan Year are
employees of an Employer who are members of a select group of highly compensated or management
employees and whose participation in the Plan has been approved by the Chief Human Resource
Officer. An eligible employee shall be an active Participant in the Plan for any Plan Year if
credits are made on his behalf under the Plan for that Plan Year or if he files a Deferral Election
or Supplemental Tax Deferred Election. 3.2 Duration of Participation. In the event a Participant no longer meets the
requirements for participation in the Plan (whether during a Plan Year or at the end of a Plan
Year), such Participant shall immediately become an inactive Participant, retaining all the rights
described under the Plan, except the right to receive any further Participant Deferral Credits or
Supplemental Credits until such time that the Participant again becomes an active Participant. An
individuals participation in the Plan shall cease as of the date the Employers satisfy the
liabilities -3-




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to such Participant under the Plan. In addition, if the Company or the Chief Human Resource
Officer determines that participation by one or more Participants shall cause the Plan as applied
to any Employer to be subject to Part 2, 3 or 4 of Title I of ERISA, or otherwise have adverse
effects on the Plan or on an Employer, the entire interest of such Participant or Participants
under the Plan shall be immediately paid to such Participant by the applicable Employers or shall
otherwise be segregated from the Plan in the discretion of the Company or Chief Human Resource
Officer, and such Participant or Participants shall cease to have any interest under the Plan. ARTICLE 4 PARTICIPANT DEFERRAL CREDITS 4.1 Participant Deferral Credits. For each Plan Year, Participant Deferral Credits
shall be allocated to the Account of each Participant in the amount of the Participants
Compensation which is deferred pursuant to a Deferral Election filed for that Plan Year. Any
amount attributable to a Stock Deferral Election made by a Participant under the Case Corporation
Deferred Compensation Plan as previously in effect shall be deemed to be a Deferral Credit for all
purposes of the Plan, including section 4.3 below. The Chief Human Resource Officer shall
determine those items of Compensation that may be subject to a Deferral Election for any Plan Year. 4.2 Deferral Elections. A Participant may elect to defer the receipt of Compensation
for any Plan Year pursuant to a Deferral Election filed in accordance with rules established from
time to time by the Chief Human Resource Officer. Except as otherwise approved by the Chief Human
Resource Officer in his sole discretion, once effective, a Participants Deferral Election shall be
irrevocable for the Plan Year to which it relates. 4.3 Length of Deferral. Subject to the provisions of Article 8, the deferral period
for each Participant with respect to such Participants Participant Deferral Credits for any Plan
Year shall end upon a Participants Termination Date. 4.4 Credit to Accounts. A Participants Participant Deferral Credits pursuant to this
Article 4 shall be credited to the Participants Account in accordance with Article 6. ARTICLE 5 SUPPLEMENTAL CREDITS 5.1 Supplemental Tax Deferred Credits. For each Plan Year, Supplemental Tax Deferred
Credits shall be credited under the Plan on behalf of each Participant who has filed a Supplemental
Tax Deferred Election for that Plan Year and whose tax deferred contributions under the Retirement
Savings Plan are limited by Code sections 401(a)(17), 401(k), 402(g) or 415 or any other applicable
provisions of the Code. The amount of the Supplemental Tax Deferred Credits to be credited on
behalf of a Participant for any Plan Year shall be an amount equal to the amount that the
Participants compensation is reduced pursuant to his Supplemental Tax Deferred Election, which
amount shall be equal to the amount of tax deferred contributions which would -4-




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have been credited to the Participants accounts under the Retirement Savings Plan for periods
after his tax deferred contributions under the Retirement Savings Plan are limited as described
above had the Participant been able to continue to make tax deferred contributions to the
Retirement Savings Plan based on the Participants salary deferral election under the Retirement
Savings Plan as in effect on the first day of the Plan Year to which his Supplemental Tax Deferred
Election relates, determined without regard to the limitations of Code sections 401(a)(17), 401(k),
402(g), 415 or any other applicable sections of the Code. 5.2 Supplemental Tax Deferred Elections. A Participant may elect to defer the receipt
of Compensation for any Plan Year pursuant to a Supplemental Tax Deferred Elections filed in
accordance with rules established from time to time by the Chief Human Resource Officer. Except as
otherwise approved by the Chief Human Resource Officer in his sole discretion, once effective, a
Participants Supplemental Tax Deferred Election shall be irrevocable for the Plan Year to which it
relates. 5.3 Supplemental Employer Credits. For each Plan Year, Supplemental Employer Credits
shall be credited under the Plan on behalf of each Participant in an amount, if any, equal to the
difference between (a) minus (b) determined by the Chief Human Resource Officer in his sole
discretion, where:  (a)
    is the amount of Employer Contributions which would have been credited to the
Participants accounts under the Retirement Savings Plan:  (i)
    had executive bonuses been included in the definition of
compensation under the Retirement Savings Plan for purposes of determining
Employer Contributions; and(ii)
    had the Employer Contributions for such Plan Year credited to
the Participants accounts under the Retirement Savings Plan not been limited
by Code sections 401(a)(17) or 415 or any other applicable sections of the
Code; and  (b)
    is the amount of Employer Contributions for such Plan Year that are actually
credited to the Participants accounts under the Retirement Savings Plan for such Plan
Year. 5.4 Supplemental Employer Matching Credits. For each Plan Year, Supplemental Employer
Matching Credits shall be credited under the Plan on behalf of each Participant in an amount, if
any, equal to the difference between (a) minus (b), determined by the Chief Human Resource Officer
in his sole discretion, where:  (a)
    is the amount of Employer Matching Contributions which would have been
credited to the Participants accounts under the Retirement Savings Plan for such Plan
Year:  (i)
    had the Participant made tax deferred contributions to the
Retirement Savings Plan for such Plan Year based on the Participants salary
deferral election under the Retirement Savings Plan as in effect as of the
first day of the Plan Year, without regard to the limitations imposed by Code -5-




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sections 401(a)(17), 401(k), 402(g), 415 or any other applicable sections
of the Code; and(ii)
    had the Employer Matching Contributions for such Plan Year
credited to the Participants accounts under the Retirement Savings Plan not
been limited by Code sections 401(a)(17), 401(m) or 415 or any other
applicable sections of the Code; and  (b)
    is the amount of Employer Matching Credits for such Plan Year that are
actually credited to the Participants accounts under the Retirement Savings Plan for
such Plan Year. 5.5 Supplemental Discretionary Credits. For each Plan Year, each Employer shall have
the ability to provide for Supplemental Discretionary Credits under the Plan on behalf of one or
more Participant(s) employed by it during such year, without regard to whether such Participant
participated in the Retirement Savings Plan for such Plan Year; provided, however, that an Employer
is not required to provide for a Supplemental Discretionary Contribution for any Plan Year. The
amount of any such Supplemental Discretionary Contribution shall be at the sole discretion of the
Employer and may vary for each Participant. 5.6 Limitations on Supplemental Credits. Notwithstanding any other provision of the
Plan, no amounts shall be credited under Sections 5.1 and 5.4 for any Participant for any Plan Year
(other than amounts attributable to the application of the limitations of Code section 415 to
Credits under the Retirement Savings Plan) unless and until the Participant has made the maximum
salary reduction contributions permitted under section 402(g) of the Code for such Plan Year or the
maximum salary reduction contributions permitted under the terms of the Plan for such Plan Year. 5.7 Length of Deferral. Subject to the provisions of Article 8, the deferral period
for each Participant with respect to such Participants Supplemental Credits for any Plan Year
shall end upon a Participants Termination Date. 5.8 Credit to Accounts. The Supplemental Credits made on behalf of a Participant for
any Plan Year pursuant to this Article 6 shall be credited to the Participants Account in
accordance with Article 6. ARTICLE 6 ACCOUNTING AND VALUATION 6.1 Participants Accounts. The Chief Human Resource Officer shall establish and
maintain for each Participant a bookkeeping Account for (a) Participant Deferral Credits (and
earnings thereon), and (b) Supplemental Credits (and earnings thereon). 6.2 Accounting. As of each Accounting Date, a Participants Account shall be adjusted
as follows: -6-




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(a)
    first, the Participants Account will be credited with Participant
Deferral Credits and Supplemental Credits made by or on behalf of the Participant
since the last preceding Accounting Date;(b)
    next, the Participants Account will be charged with distributions
and payments made to or on behalf of the Participant since the last preceding
Accounting Date which are to be charged to the Cash Subaccount; and(c)
    finally, the Participants Account will be credited with earnings at
a rate equal to 130% of Moodys Average Corporate Bond Index as of such Accounting
Date; provided, however, that if the Participants Termination Date occurs other than
on account of Retirement, Disability or death, then earnings for periods on and after
January 1, 1998 shall be credited based on an interest rate shall be equal to 100% of
Moodys Average Corporate Bond Index as of the each Accounting Date as of which such
earnings are to be credited for such period. 6.3 Valuation of Accounts. The value of a Participants Account as of any date shall
be equal to the balance determined as of the Accounting Date coincident with or next preceding such
date, after all adjustments then required under the Plan have been made, plus any Participant
Deferral Credits and Supplemental Credits to be credited to the Account since such date, less any
amounts withdrawn or distributed from the Participants Account since such date. ARTICLE 7 VESTING AND FORFEITURE OF BENEFITS 7.1 Vesting. Subject to the provisions of subsection 7.2 below, a Participant shall
become vested in the balance in his Accounts in accordance with the following:  (a)
    Participant Deferrals. Each Participant shall be fully vested in the
portion of his Account balance attributable to Participant Deferral Credits and
earnings thereon.(b)
    Supplemental Credits. Each Participant shall be fully vested in the
portion of his Account balance attributable to Supplemental Tax Deferred Credits and
earnings thereon. Each Participant shall vest in the portion of his Account balance
attributable to Supplemental Employer Credits, Supplemental Employer Matching Credits
and Supplemental Discretionary Credits, and earnings thereon, in the same manner as
under the CaseNewHolland Inc. Retirement Savings Plan, including that a Participant
shall become fully vested upon the Participants death, Disability or continued
employment with the CNH Companies after attaining age 65.(c)
    Change in Control. In the event of a Change in Control, a
Participant shall become fully vested in the Participants Supplemental Employer
Credits and Supplemental Discretionary Credits, and earnings thereon. If a Participant terminates employment with the CNH Companies prior to the date on which he is
fully vested in his Account balances hereunder, the unvested portion of his Account balances will -7-




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be forfeited and, if he returns to employment with the CNH Companies, such Account balances shall
not be reinstated. 7.2 Forfeitures.  (a)
    Termination for Cause. Notwithstanding any other provision of the
Plan to the contrary, in the event that a Participants Termination Date occurs on
account of Cause, the Participant shall forfeit all rights and entitlement to payments
from the Plan of Supplemental Employer Credits, Supplemental Employer Matching
Credits, and Supplemental Discretionary Credits, and earnings thereon, which have been
credited to his Account and such forfeited amounts shall be subtracted from the
Participants Account balance.(b)
    Other Terminations. In the event that a Participants Termination
Date occurs for any reason other than death, Disability or Cause before a Participant
becomes fully vested, the unvested portion of the Participants Account shall be
forfeited and such forfeited amounts shall be subtracted from the Participants
Account balance, unless the Chief Human Resource Officer, in his sole discretion,
should decide otherwise. ARTICLE 8 DISTRIBUTIONS 8.1 Charges Against Accounts. A Participant is entitled to a distribution of only the
vested portion of his Account. Any payments made to the Participant or to the Participants
beneficiary shall be charged against each Participants Account in accordance with section 6.2. 8.2 Payment of a Participants Account Upon Termination of Employment by Reason of
Retirement or Disability. If a Participants Termination Date occurs on account of
Retirement or Disability, payment of the Participants vested Account balance shall be made in one
of the following forms of benefit selected by the Participant:  (a)
    in a single lump sum payment;(b)
    in a series of annual installments for a period not less than two years and
not more than twenty years; or(c)
    in such other form as may be approved by the Chief Human Resource Officer in
his sole discretion. Except as otherwise specifically provided in the Plan, if a Participant does not elect the form of
payment at least 12 months prior to his Termination Date, his Account balance will be paid in a
single lump sum cash payment or such other form selected by the Chief Human Resource Officer in his
sole discretion; provided, however, that, a Participant may make an election as to the form of
payment less than 12 months prior to his Termination Date, in which case payment of his Account
balance will not begin prior to the Accounting Date which is at least 12 months after the effective
date of his election. Commencement of benefit payments shall begin within 90 days -8-




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after a Participants Termination Date (or such later date determined in accordance with this
section 8.2). Notwithstanding any other provision of the Plan, in no event shall a Participant be
entitled to elect an installment distribution if the amount of each installment would be less than
$1,000. If a Participant elects an installment form of payment, each installment shall consist of
a cash payment equal to the balance in the Participants Account, determined as of the Accounting
Date coincident with or next preceding the date as of which such installment is to be paid, divided
by the number of installments remaining to be paid, including the installment then being
calculated. 8.3 Payment of a Participants Account Upon Termination of Employment for Reasons
other than Retirement, Disability or Death. If a Participants Termination Date occurs on
account of any reason other than Retirement, Disability or death, payment of the Participants
vested balance Account shall be made in a single cash lump sum payment, or in such other form
approved by the Chief Human Resource Officer, within 90 days after a Participants Termination Date
(or such later date determined in accordance with section 8.2). 8.4 Payment of a Participants Account Upon a Participants Death. In the event of a
Participants death, whether before or after the Participants Termination Date, the vested balance
of a Participants Account, or the remaining vested portion of the Account which was not paid out
before the Participants death, shall be paid to the Participants beneficiary in a single lump sum
payment. Each Participant shall designate a beneficiary or beneficiaries who, upon the
Participants death, will receive the amounts that otherwise would have been paid to the
Participant under the Plan. All designations shall be signed by the Participant, and shall be
filed prior to the Participants death in such form and in such manner as prescribed by the Chief
Human Resource Officer. Each designation shall be effective as of the date so filed. Participants
may change their beneficiary designations on such form as prescribed by the Chief Human Resource
Officer. The payment of the Participants Account balance shall be in accordance with the last
unrevoked written designation of beneficiary that has been signed by the Participant and properly
filed prior to the Participants death. In the event that all the beneficiaries named by a
Participant predecease the Participant or a Participant does not designate a beneficiary, or for
any reason such designation is ineffective, in whole or in part, the amounts that otherwise would
have been paid to the Participant or the Participants beneficiaries under the Plan shall be paid
to the Participants estate. 8.5 Callable Right Option. As of any Accounting Date, after all adjustments then
required under the Plan pursuant to section 6.2 have been made, a Participant may elect to receive
a distribution of the vested balance in his Account in a single cash lump sum payment; provided,
however, that if a Participant elects to receive a distribution pursuant to this section 8.5:  (a)
    the Participant shall receive a distribution of 90 percent (95 percent if the
Participants Termination Date has then already occurred on account of Retirement) of
his Account balance; and(b)
    the Participant shall have no further rights to the remaining 10 percent (5
percent in the case of a retired Participant) of his Account balance; and(c)
    the remaining 10 percent (5 percent in the case of a retired Participant)
shall be forfeited and shall be subtracted from the Participants Account balance. -9-




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If a Participant elects a distribution pursuant to this section 8.5, the Participant shall not be
permitted to make Deferral Elections or Supplemental Tax Deferred Elections under the Plan with
respect to Compensation payable during the one-year period after the request for the lump sum is
made. 8.6 Hardship. The Chief Human Resource Officer shall have the authority to alter the
timing or manner of payment of the portion of a Participants Account Balance attributable to the
Participants Participant Deferral Credits in the event that the Participant establishes, to the
satisfaction of the Chief Human Resource Officer, that he has incurred a Hardship. In such event,
the Chief Human Resource Officer may, in his sole discretion:  (a)
    provide that all, or a portion, of the amount previously deferred by the
Participant shall immediately be paid in a lump sum cash payment or such other
installment payment schedule as deemed appropriate by the Chief Human Resource Officer
under the circumstances; or(b)
    provide that all, or a portion, of the installments payable over a period of
time shall immediately be paid in a lump sum cash payment. Withdrawals of amounts because of a Hardship may only be permitted to the extent reasonably
necessary to satisfy the Hardship. Distributions may not be made pursuant to this section 8.6 from
the portion of a Participants Account attributable to Supplemental Credits, and the earnings
thereon, or dividend equivalent units credited thereto. ARTICLE 9 ADMINISTRATION 9.1 Authority of the Chief Human Resource Officer. The Plan shall be administered by
the Chief Human Resource Officer. However, the Chief Human Resource Officer may delegate any and
all of his authority granted under the Plan to any officer or officers of the Company or of any
employer. Subject to the provisions herein, the Chief Human Resource Officer shall have full power
to conclusively construe and interpret the Plan and any agreement or instrument entered into under
the Plan; to establish, amend, or waive rules and regulations for the Plans administration; to
amend (subject to the provisions of Article 11 herein) the terms and conditions of the Plan and any
agreement entered into under the Plan; and to make other determinations which may be necessary or
advisable for the administration of the Plan. 9.2 Decisions Binding. All interpretations, determinations and decisions made by the
Chief Human Resource Officer pursuant to the provisions of the Plan,
and all related orders or resolutions of the Board and the Chief Human Resource Officer shall be final, conclusive, and
binding on all persons, including any Employer, its stockholders, employees, Participants, and
their estates and beneficiaries. 9.3 Withholding Tax. All amounts payable under the Plan shall be subject to
withholding of applicable U.S. Federal, state, and local taxes. -10-




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9.4 Indemnification. The Employers shall indemnify each employee of the Employers who
is responsible for administering the Plan against any and all claims, losses, damages, expenses,
including counsel fees, incurred by such employee and any liability, including any amounts paid in
settlement with the Companys approval, arising from the employees action or failure to act,
except when the same is judicially determined to be attributable to the gross negligence or willful
misconduct of the employee. ARTICLE 10 RIGHTS OF PARTICIPANTS 10.1 Contractual Obligation. The Plan shall create a contractual obligation on the
part of the Employers to make payments from the Participants Accounts when due. Payment of any
amounts due under the Plan shall be made out of the general funds of the Employers. 10.2 Unsecured Interest. The Plan constitutes only an unfunded, unsecured promise of
the Employers to make payments in the future in accordance with the terms of the Plan. All
benefits payable under the Plan with respect to any Participant shall be paid in cash from the
general assets of the applicable Employer or Employers of that Participant. Such amounts shall be
reflected on the accounting records of the Employers but shall not be construed to create or
require the creation of a trust, custodial or escrow account, nor create a trust or fiduciary
relationship of any kind between the Employers and a Participant or any other person. No
Participant or party claiming an interest under the Plan shall have any interest whatsoever in any
specific asset of the Employers. To the extent that any party acquires a right to receive payments
under the Plan, such right shall be equivalent to that of an unsecured general creditor of the
Employers. Notwithstanding the foregoing, the Employers may establish one or more trusts, with
such trustee as the Chief Human Resource Officer may approve, for the purpose of providing for the
payment of benefits under the Plan. Such trust or trusts may be irrevocable, but the assets
thereof shall be subject to the claims of any such Employers general creditors. To the extent
benefits under the Plan are actually paid from any such trust, the Employers shall have no further
obligation with respect to such benefits, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employers. 10.3 Employee Status. Nothing in the Plan shall interfere with nor limit in any way
the right of an Employer to terminate any Participants employment at any time, nor confer upon any
Participant any right to continue in the employ of the Employers or the CNH Companies. The
Plan will not give any person any right or claim to any benefits under the Plan unless such right
or claim has specifically accrued under the terms of the Plan. 10.4 Claims for Benefits. All claims for benefits shall be in writing and signed by
the Participant. Any Participant whose written request to the Chief Human Resource Officer for
benefits has been denied in whole or in part shall be furnished written notice of the denial of his
claim by the Chief Human Resource Officer within sixty (60) days (one hundred twenty (120) days if
such additional time is determined by the Chief Human Resource Officer to be necessary) of receipt
by the Chief Human Resource Officer of the claim. Within sixty (60) days after the receipt of a
notice that a claim was denied, the claimant may appeal in writing the denial of this claim to the
Chief Human Resource Officer stating the reasons for the appeal and submitting any issues or
comments for the Chief Human Resource Officers review. Within sixty (60) days (one -11-




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hundred twenty (120) if such additional time is determined by the Chief Human Resource Officer to
be necessary) of receipt of an appeal, the Chief Human Resource Officer shall mail to the claimant
a written notice of its decision setting forth in a manner calculated to be understood by the
applicant the specific reasons for its decision and specific references to the pertinent Plan
provisions on which the Chief Human Resource Officers decision was based. ARTICLE 11 AMENDMENT AND TERMINATION The Company hereby reserves the right to amend, modify, or terminate the Plan as applied to any
Employer at any time by action of the Chief Human Resource Officer. Except as described below in
this Article 11, no such amendment or termination shall in any material manner adversely affect any
Participants rights to deferred amounts, credited to the Participants Account under the Plan
before the date of such amendment or termination, without the consent of the Participant. Any
Employer may terminate its participation in the Plan in whole or in part at any time, provided that
it has made adequate provision for any amount payable by it under the terms of the Plan as in
effect on the date it terminates its participation in the Plan. Upon termination of the Plan as to
any Employer, the Chief Human Resource Officer may, in his sole discretion, provide that amounts
attributable to the portion of the Plan terminated with respect to such that Employer shall be
distributed in accordance with the provisions of section 8.3. ARTICLE 12 MISCELLANEOUS 12.1 Notice. Any notice or filing required or permitted to be given to the Company,
an Employer or the Chief Human Resource Officer under the Plan shall be sufficient if in writing
and hand delivered, or sent by registered or certified mail to the Chief Human Resource Officer at
the principal executive offices of the Company. Notice mailed to a Participant shall be at such
address as is given in the records of the Company. Notices shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for
registration or certification. 12.2 Nontransferability. Participants rights to deferred amounts, Credits, shares of
Common Stock and earnings under the Plan may not be sold, transferred, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and distribution. In no
event shall an Employer make any payment under the Plan to any assignee or creditor of a
Participant, including an alternate payee under a domestic relations order. 12.3 Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not
been included. 12.4 Offset. In the event any payments hereunder exceed the amounts to which the
recipient of such payments is entitled, the Employers may withhold or reduce subsequent -12-




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payments, or may take such other action as it deems necessary or appropriate, to correct such
overpayment. 12.5 Benefits as Compensation for Purposes of Other Plans. Any payments under the
Plan shall not be deemed salary or other compensation to the employee for the purposes of computing
benefits to which the employee may be entitled under any employee benefit plan, or other similar
arrangement of the Employers for the benefit of its employees. 12.6 Facility of Payment If a Participants duly qualified guardian or legal
representative makes claim for any amount owing to the Participant, the Chief Human Resource
Officer shall pay the amount to which the Participant is entitled to such guardian or legal
representative. In the event a distribution is to be made to a minor, the Chief Human Resource
Officer may direct that such distribution be paid to the legal guardian, or if none, to a parent of
such minor or an adult with whom the beneficiary maintains his residence, or to the custodian for
such beneficiary under the Uniform Gifts to Minors Act if permitted by the laws of the state in
which the beneficiary resides. Any payment made pursuant to this section 12.6 in good faith shall
be a payment for the account of the Participant and shall be a complete discharge from any
liability of the Employers. 12.7 Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall include the singular,
and the singular shall include the plural. 12.8 Costs of the Plan. All costs of implementing and administering the Plan shall be
borne by the Employers. 12.9 Applicable Law. The Plan shall be governed by and construed in accordance with
the laws of the state of Wisconsin. 12.10 Successors. All obligations of an Employer under the Plan shall be binding on
any successor to such Employer, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Employer. -13-