##### 



(GRAPHICS)
    
    Exhibit 4.2.3
 2005
VARIABLE PAY
PLAN




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##### 



2005 Variable Pay Plan
 Program Highlights:
 
    
    Company and individual performance drive the payout opportunity.
 
    
    Trading Profit Less Restructuring
    
    [Omitted]
    
    Trading Cash Flow
    
    [Omitted]
 
    
    Two separate and distinct components of reward opportunity; a fixed component and a
discretionary component.
    
    Fixed nondiscretionary awards linked to CNH and Business Unit and Region results
    
    Discretionary Award linked to individual contribution, consistent with company
results
    
    All eligible employees will share the same Company objectives:
 - Trading Profit less Restructuring- Trading Cash Flow
 
    
    To enhance team results, employees in a Business Unit will have the same Business Unit
objectives
 - Trading Profit less Restructuring and Trading Cash Flow for Ag & CE- Profit Before Tax and Return on Equity for Capital
 
    
    Employees in a Business Unit Region will also have Regional objectives
 - Trading Profit less Restructuring and Trading Cash Flow for Ag & CE- Profit Before Tax and Return on Equity for Capital
 
    
    No minimum threshold required to trigger overall payout
 - For each objective at each organization level, result is required above
90% of set target for a payout- Each objective at each organization level, (CNH, Global BU, Regional BU)
allows an opportunity for payout
 2
    
    (CNH LOGO)




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##### 



Eligibility:
   Global Staff
 Region Staff:
 Global Business Unit:
 Regional Business Unit:
  
    
    Executives:
    
    Directors who have been identified as executive leaders in the
Company and notified via an individual letter.
    
    Directors:
    
    All other directors
    
    Others
    
    Eligibility varies by country
     3
    
    (CNH LOGO)




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##### 



How the Program Works:
 st st
    FIXED AWARD OPPORTUNITY
   
    
    CNH:
 
    
    Trading Profit less Restructuring
    
    Trading Cash Flow
 
    
    Global Business Unit:
 AG/CE:
    
    Trading Profit less Restructuring
    
    Trading Cash FlowCapital:
    
    Profit Before Tax
    
    Return on Equity (PBT)
 
    
    Regional Business Unit
 AG/CE:
    
    Trading Profit less Restructuring
    
    Trading Cash FlowCapital:
    
    Profit Before Tax
    
    Return on Equity (PBT)
   4
    
    (CNH LOGO)




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##### 




    
    all CE European Professionals will have same payout % per CNH, CE Global and CE
Europe results
    
    all Capital North American Directors will have same payout % based on CNH, Capital
Global and Capital North American results
    
    All Global Staff have same payout % for their group (Executives, Directors, or
Professionals) based on CNH results.
    
    Regional staff not specific to one BU will have the same payout % for their group
based on the sum of Ag and CE results in the region.
 5
    
    (CNH LOGO)




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##### 



Weighting of Results
  WEIGHTING OF RESULTS
 BUSINESS
    
    
    
    BUSINESS
    
    
    
    TOTALUNIT
    
    
    
    UNIT
    
    
    
    FIXED
    
    
    
    
    
    
    
    
    
    
    
    TOTALGROUP
    
    CNH
    
    
    
    GLOBAL
    
    
    
    REGION
    
    
    
    PAYOUT
    
    
    
    INDIVIDUAL
    
    
    
    
    
    PAYOUTBUSINESS UNIT REGIONS:Leaders
    
    
    25
    %
    
    +
    
    
    25
    %
    
    +
    
    
    30
    %
    
    =
    
    
    80
    %
    
    +
    
    
    20
    %
    
    
    =
    
    
    
    100
    %Other Executives /Directors
    
    
    20
    %
    
    +
    
    
    25
    %
    
    +
    
    
    30
    %
    
    =
    
    
    75
    %
    
    +
    
    
    25
    %
    
    
    =
    
    
    
    100
    %Professionals/Salaried
    
    
    10
    %
    
    +
    
    
    20
    %
    
    +
    
    
    20
    %
    
    =
    
    
    50
    %
    
    +
    
    
    50
    %
    
    
    =
    
    
    
    100
    %BUSINESS UNIT GLOBAL:Leaders
    
    
    40
    %
    
    +
    
    
    40
    %
    
    +
    
    
    0
    %
    
    =
    
    
    80
    %
    
    +
    
    
    20
    %
    
    
    =
    
    
    
    100
    %Other Executives
/Directors
    
    
    35
    %
    
    +
    
    
    40
    %
    
    +
    
    
    0
    %
    
    =
    
    
    75
    %
    
    +
    
    
    25
    %
    
    
    =
    
    
    
    100
    %Professionals/Salaried
    
    
    10
    %
    
    +
    
    
    40
    %
    
    +
    
    
    0
    %
    
    =
    
    
    50
    %
    
    +
    
    
    50
    %
    
    
    =
    
    
    
    100
    %GLOBAL STAFF:Leaders
    
    
    80
    %
    
    +
    
    
    0
    %
    
    +
    
    
    0
    %
    
    =
    
    
    80
    %
    
    +
    
    
    20
    %
    
    
    =
    
    
    
    100
    %Other Executives /Directors
    
    
    75
    %
    
    +
    
    
    0
    %
    
    +
    
    
    0
    %
    
    =
    
    
    75
    %
    
    +
    
    
    25
    %
    
    
    =
    
    
    
    100
    %Professionals/Salaried
    
    
    50
    %
    
    +
    
    
    0
    %
    
    +
    
    
    0
    %
    
    =
    
    
    50
    %
    
    +
    
    
    50
    %
    
    
    =
    
    
    
    100
    %
 
 
    
    Staffs which support Business Units will have the same payout opportunity as their
Business Units by Region.
    
    Regional Staffs which support all Business Units will have a payout opportunity
determined by the sum of their Regions AG & CE Business Unit.
    
    Global Staffs will have only the CNH KPMs, determine the fixed award opportunity 6
    
    (CNH LOGO)




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##### 



Payout Matrix
 
    
    There is no minimum threshold required to trigger overall payout. For each KPM, for each organization level, a minimum
result of 90% of target is required before that KPMs portion of the fixed award pays out.
 
    
    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.
 Threshold
    
    Target
    
    MaximumResults vs Objective
    
    
    90
    %
    
    
    100
    %
    
    
    150
    %% of Target Payout
    
    
    0
    %
    
    
    100
    %
    
    
    250
    %
  
  7
    
    (CNH LOGO)




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##### 



DISCRETIONARY AWARD OPPORTUNITY
   
    
    Performance assessment criteria cascaded to link individual
assessments to team and overall company results for consistency in
assessments.
 
    
    No mathematical calculation of individual objectives and priority
weightings determine assessments. These are used as indicators and
references only. Overall assessment must be consistent with
company, business unit and region results.
 
    
    Executive Committee to approve overall discretionary payout.
 END OF YEAR
ASSESSMENT PROCESS
  
 
    
    Qualitative and quantitative review of the results of each key business driver
    
    Considers CNH performance vs. competitors
    
    Direction provided on expected payouts given performance (e.g., selectivity,
allocation, assessment criteria)
    
    Review of CNH and BU results used by managers to evaluate each individuals
contribution to the overall result
   8
    
    (CNH LOGO)




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##### 



Business Unit Participants:
  1.
    
    Any employee who reports up through a Business Unit organization;2.
    
    Dual Business Unit plants are defined by the Business Unit the Plant Manager reports into;3.
    
    Any staff employee who primarily supports a Business Unit4.
    
    Exceptions will be clarified by HR Business Partners
 Final Benefit Determination:
    9
    
    (CNH LOGO)




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##### 



ILLUSTRATIONS
 Level
    
    Prof 9-12
    
    
    Payout as a % of eligible earningsOrganization
    
    Business Region
    
    
    @ 91%
    
    
    Target
    
    
    MaxBU
    
    AG
    
    
    1.00
    %
    
    
    10.00
    %
    
    
    25.00
    %REGION
    
    NAR
 Business
    
    Key Performance
    
    
    
    
    
    
    
    
    
    Payout % OpportunityLevel
    
    Measure
    
    Weighting
    
    Min
    
    Target
    
    MaxCNH
    
    Trading Profit*
    
    
    10.0
    %
    
    
    50.0
    %
    
    
    0.05
    %
    
    
    0.50
    %
    
    
    1.25
    %Trading Cash Flow
    
    
    
    
    
    
    50.0
    %
    
    
    0.05
    %
    
    
    0.50
    %
    
    
    1.25
    %subtotal:
    
    
    0.10
    %
    
    
    1.00
    %
    
    
    2.50
    %Global Business Unit
    
    
    20.0
    %Trading Profit*
    
    
    
    
    
    
    50.0
    %
    
    
    0.10
    %
    
    
    1.00
    %
    
    
    2.50
    %Trading Cash Flow
    
    
    
    
    
    
    50.0
    %
    
    
    0.10
    %
    
    
    1.00
    %
    
    
    2.50
    %subtotal:
    
    
    0.20
    %
    
    
    2.00
    %
    
    
    5.00
    %Region Business Unit
    
    
    20.0
    %Trading Profit*
    
    
    
    
    
    
    50.0
    %
    
    
    0.10
    %
    
    
    1.00
    %
    
    
    2.50
    %Trading Cash Flow
    
    
    
    
    
    
    50.0
    %
    
    
    0.10
    %
    
    
    1.00
    %
    
    
    2.50
    %subtotal:
    
    
    0.20
    %
    
    
    2.00
    %
    
    
    5.00
    %Total Fixed Payout Opportunity
    
    
    0.0
    %
    
    
    =
    
    
    
    0.50
    %
    
    
    5.00
    %
    
    
    12.50
    %Discretionary Payout Pool
    
    
    50.0
    %
    
    
    =
    
    
    
    0.50
    %
    
    
    5.00
    %
    
    
    12.50
    %Total Payout Opportunity
    
    
    50.0
    %
    
    
    =
    
    
    
    1.00
    %
    
    
    10.00
    %
    
    
    25.00
    %
 10
    
    (CNH LOGO)




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##### 



ILLUSTRATIONS: Flxed Component Example 1
 Assumptions:
 
    
    Trading Profit less Restructuring results are 100% of target for all levels
    
    Trading Cash Flow results are 95% of target for each level
 
     11
    
    (CNH LOGO)




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##### 



ILLUSTRATIONS: Example 2   Fixed and Discretionary
 Assumptions:
 
    
    CNH
 
    
    Trading Profit less Restructuring results are 120% of target for all levels
    
    Trading Cash Flow results are 80% of target for each level
 
    
    Global Business Unit
 
    
    Trading Profit less Restructuring results are 110% of target for all levels
    
    Trading Cash Flow results are 95% of target for each level
 
    
    Region Business Unit
 
    
    Trading Profit less Restructuring results are 130% of target for all levels
    
    Trading Cash Flow results are 80% of target for each level
 
     12
    
    (CNH LOGO)




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##### 



13
    
    (CNH LOGO)




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##### 



DEFINITIONS OF OBJECTIVES
 Trading Profit less Restructuring:
 after before
 Trading Cash Flow:
 Industria
 
    
    Restructuring charge
    
    Depreciation and change in provisions
    
    Investments in fixed assets
    
    Changes in gross working capital
 Profit Before Tax (PBT):
 after after before
 Return on Equity (ROE):
 before after
 14
    
    (CNH LOGO)