Exhibit 4.3

CNH Global N.V.
Equity Incentive Plan

(As Amended and Restated on November 29, 2000)

         1. Purpose

         The purpose of the Plan is to promote the long-term success of CNH
Global N.V. (the "Company") for the benefit of the Company's shareholders by
encouraging officers and employees to have meaningful investments in the Company
so that, as shareholders themselves, those individuals will be more likely to
represent the views and interests of other shareholders and by providing
incentives to such officers and employees for continued service. The Company
believes that the possibility of participation under the Plan will provide this
group of officers and employees an incentive to perform more effectively and
will assist the Company and the CNH Companies in attracting and retaining people
of outstanding training, experience and ability.

         2. Definitions

         "Award" means an award or grant made to a Participant under Section 8.

         "Award Agreement" means the agreement provided in connection with an
Award under Section 11.

         "Award Date" means the date that an Award is made, as specified in an
Award Agreement.

         "Award Price" means the price specified in the Award Agreement with
respect to an SAR pursuant to Section 8.B.

         "CNH Company" means the Company, any stock company of which a majority
of the capital stock generally entitled to vote for directors is owned directly
or indirectly by the Company, and any other company designated as such by the
Committee, but only during the period of such ownership or designation.

         "Code" means the United States Internal Revenue Code of 1986, as
amended, or any successor legislation.



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         "Committee" means the Nominating and Compensation Committee of the
Company's Board of Directors, or any sub-committee thereof, or any successor
committee thereto.

         "Common Shares" means the Company's common shares.

         "Company" means CNH Global N.V. of Amsterdam, the Netherlands.

         "Covered Employees" shall have the meaning specified in Section
162(m)(3) of the Code.

         "Dividend Equivalent" means an amount equal to the amount of the cash
dividends that are declared and become payable with respect to Common Shares
after the Award Date for the Award to which the Dividend Equivalent relates and
on or before the Settlement Date for such Award.

         "Fair Market Value" on any date means the average of the highest and
the lowest sales prices of a Common Share on the Composite Tape for such date,
as reported by the National Quotation Bureau Incorporated; provided that, if no
sales of Common Shares are included on the Composite Tape for such date, the
Fair Market Value of a share of Common Shares on such date shall be deemed to be
the average of the highest and lowest prices of a share of Common Shares as
reported on said Composite Tape for the next preceding day on which sales of
Common Shares are included.

         "ISO" means any Stock Option designated in an Award Agreement as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

         "Non-Qualified Stock Option" means any Stock Option that is not an ISO.

         "Option Price" means the purchase price of one share of Common Shares
under a Stock Option.

         "Participant" means an employee or officer of a CNH Company who has
been selected by the Committee to receive an Award under the Plan.

         "Performance Unit" means an Award denominated in cash, the amount of
which may be based on performance of the Participant or of CNH Global N.V. or of
any subsidiary or division thereof.

         "Plan" means this CNH Global N.V. Equity Incentive Plan, as amended
from time to time.

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         "Reload Stock Option" means a Stock Option (i) that is awarded, either
automatically in accordance with the terms of an Award Agreement in which one or
more other Awards are made or by separate Award, upon the exercise of a Stock
Option granted under this Plan or otherwise where the Option Price is paid by
the option holder by delivery of shares of Common Shares on the Settlement Date
for such exercise and (ii) that entitles such holder to purchase the number of
shares so delivered for an Option Price equal to the Fair Market Value of a
share of Common Shares on such Settlement Date.

         "Restricted Stock" means Common Shares subject to restrictions and
conditions awarded pursuant to Section 8.C.

         "Settlement Date" means, (i) with respect to any Stock Option that has
been exercised in whole or in part, the date or dates upon which shares of
Common Shares are to be delivered to the Participant and the Option Price
therefor paid, (ii) with respect to any SARs that have been exercised, the date
or dates upon which a cash payment is to be made to the Participant, or in the
case of SARs that are to be settled in shares of Common Shares, the date or
dates upon which such shares are to be delivered to the Participant, (iii) with
respect to Performance Units, the date or dates upon which cash or shares of
Common Shares are to be delivered to the Participant, (iv) with respect to
Dividend Equivalents, the date upon which payment thereof is to be made, and (v)
with respect to Stock Equivalent Units, the date upon which payment thereof is
to be made, in each case determined in accordance with the terms of the Award
Agreement under which any such Award was made.

         "Stock Appreciation Right" or "SAR" means an Award that entitles the
Participant to receive on the Settlement Date an amount equal to the excess of:

                 (i) the Fair Market Value of a share of Common Shares on the
         date of exercise of the SAR over

                 (ii) the Award Price specified in the Award Agreement.

         "Stock Equivalent Unit" means an Award that entitles the Participant to
receive on the Settlement Date an amount equal to the Fair Market Value of one
share of Common Shares on such date.

         "Stock Option" or "Option" means any right to purchase shares of Common
Shares (including a Reload Stock Option) awarded pursuant to Section 8.A.

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         3. Term

         The Plan shall be effective as of the date the Plan is approved by the
Board, and shall remain in effect until terminated in accordance with Section
12. After termination of the Plan, no further Awards may be granted other than
Reload Stock Options granted in accordance with Award Agreements existing as of
the date of termination, but outstanding Awards shall remain effective in
accordance with their terms and the terms of the Plan.

         4. Plan Administration

            A.  The Committee shall be responsible for administering the Plan.

                      (i) Powers. The Committee shall have full and exclusive
                discretionary power to interpret the Plan and to determine
                eligibility for benefits and to adopt such rules, regulations
                and guidelines for administering the Plan as the Committee may
                deem necessary or proper. Such power shall include, but not be
                limited to, selecting Award recipients, establishing all Award
                terms and conditions, including terms and conditions relating to
                a change in control of the Company, the majority shareholder of
                the Company, or any CNH Company and adopting modifications and
                amendments to the Plan or any Award Agreement, including without
                limitation, any that are necessary to comply with the laws of
                the countries in which the Company or its affiliates operate;
                provided, however, that subject to Section 7 and except as
                otherwise specifically provided in the Award Agreement, no such
                modification or amendment shall impair the rights of any
                Participant, without his consent, in any Award previously
                granted under the Plan.

                      (ii) Delegation. Except to the extent prohibited by
                applicable law or the applicable rules of a stock exchange, (i)
                the Chief Executive Officer of the Company shall have the
                authority to select Award recipients and establish the terms and
                conditions of such Awards within the limits of the Plan to
                officers and employees who are not executive officers of the
                Company and who do not report directly to either the Chief
                Executive Officer or the Chief Operating Officer of the Company,
                and (ii) the Committee may allocate all or any portion of its
                responsibilities and powers to any one or more of its members
                and may delegate all or any part of its responsibilities and
                powers to any person or persons selected by it.

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                To the extent that the Committee has allocated or delegated any
                portion of its responsibilities or powers, references herein to
                the Committee shall include, with respect to such
                responsibilities or powers, the person or persons to whom they
                have been allocated or delegated.

                B. The Committee may employ attorneys, consultants, accountants
         and other persons, and the Committee, the Company and its officers and
         directors shall be entitled to rely upon the advice, opinions or
         valuations of any such persons. All actions taken and all
         interpretations and determinations made by the Committee in good faith
         shall be final and binding upon the Participants, the Company and all
         other interested persons. No member of the Committee shall be
         personally liable for any action, determination, or interpretation made
         in good faith with respect to the Plan or Awards, and all members of
         the Committee shall be fully protected by the Company, to the fullest
         extent permitted by applicable law, in respect of any such action,
         determination or interpretation.

         5.    Eligibility

         Awards will be limited to persons who are officers or employees of the
CNH Companies. In determining the persons to whom Awards shall be made, the
Committee shall, in its discretion, take into account the nature of the person's
duties, past and potential contributions to the success of the CNH Companies and
such other factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan. A director of the Company or a CNH
Company who is not also an officer or employee shall not be eligible to receive
an Award. A person who has received an Award or Awards may receive an additional
Award or Awards.

         6.    Shares Subject to Plan

               A.  Subject to adjustment pursuant to Section 7:

                   (i) the maximum number of Common Shares that shall
               be available for issuance under the Plan shall be 28,000,000;

                   (ii) in no event shall the aggregate number of
               shares of Common Shares underlying Options and SARs
               awarded to any one Participant during any calendar year
               exceed 2,000,000 shares.

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               B. Common Shares that may be issued under the Plan may be either
         authorized and unissued shares or issued shares that have been
         reacquired by the Company and that are being held as treasury shares.
         No fractional shares shall be issued under the Plan; provided, however,
         that cash, in an amount equal to the Fair Market Value of a fractional
         share as of the Settlement Date of the Award, shall be paid in lieu of
         any fractional shares in the settlement of Awards payable in Common
         Shares.

         7.   Adjustments and Reorganization

         In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, extraordinary
dividend, spin-off, split-up, rights offering, share combination, or other
change in the corporate structure of the Company affecting the Common Shares,
the number and kind of shares that may be delivered under the Plan shall be
subject to such equitable adjustment as the Committee, in its sole discretion,
may deem appropriate in order to preserve the benefits or potential benefits to
be made available under the Plan, and the number and kind and price of shares
subject to outstanding Awards and any other terms of outstanding Awards shall be
subject to such equitable adjustment as the Committee, in its sole discretion,
may deem appropriate in order to prevent dilution or enlargement of outstanding
Awards.

         8.   Awards

         The Committee shall determine the type and amount of any Award to be
made to any Participant; provided, however, that no Awards granted pursuant to
this Plan shall vest in less than six months after the date the Award is
granted. Awards may be granted singly, in combination, or in tandem. Awards may
also be made in combination or in tandem with, in replacement of, as
alternatives to, or as the payment form for, grants or rights under any other
employee benefit or compensation plan of the CNH Companies, including any such
employee benefit or compensation plan of any acquired entity.


               A.  Stock Options

                   (i) Grants. The Committee may grant any Participant one or
               more ISOs, Non-Qualified Stock Options, or both, in each case
               with or without SARs or Reload Stock Options or any other form of
               Award. Stock Options granted pursuant to this Plan shall be

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               subject to such additional terms, conditions, or restrictions as
               may be provided in the Award Agreement relating to such Stock
               Option.

                   (ii) Option Price. The Option Price of a Stock Option shall
               be not less than 100% of the Fair Market Value of a Common Share
               on the Award Date; provided, however, that in the case of a
               Non-Qualified Stock Option granted retroactively in tandem with
               or as substitution for another Award, the Option Price shall not
               be less than the price that the Committee determines necessary to
               preserve the value of such other Award on the date of
               substitution; and provided further that, to the extent provided
               in a written offer of employment, the Option Price of a Stock
               Option shall not be less than 100% of the Fair Market Value of a
               Common Share on such other date specified in the offer letter but
               not earlier than the date of offer.

                   (iii) ISOs. In no event shall an ISO be awarded on or after
               the tenth anniversary of the date the Plan is adopted or the date
               the Plan is approved by the Company's shareholders, whichever is
               earlier, and in no event shall the number of Common Shares which
               may be subject to ISOs exceed the number of Common Shares
               available under Section 6.A. prior to such tenth anniversary.
               Anything in this Plan to the contrary notwithstanding, no term of
               this Plan relating to ISOs shall be interpreted, amended or
               altered, nor shall any discretion or authority awarded under the
               Plan be exercised, so as to disqualify this Plan under Section
               422 of the Code, or, without the consent of the Participants
               affected, to disqualify any ISO under Section 422 of the Code.

                   (iv) Manner of Payment of Option Price. The Option Price
               shall be paid in full at the time of the exercise of the Stock
               Option (except that, in the case of an exercise arrangement
               approved by the Committee in accordance with clause (c) below,
               payment may be made as soon as practicable after the exercise)
               and may be paid in any of the following methods or combinations
               thereof:

                        (a) in United States dollars in cash, check, bank draft
                   or money order payable to the order of the Company;

                        (b) by the tendering, either by actual delivery or by
                   attestation, Common Shares acceptable to the Committee (but
                   excluding any shares acquired from the Company unless such
                   shares were acquired and vested more than six

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                   months prior to the date tendered under this clause (b))
                   having an aggregate Fair Market Value on the date of such
                   exercise equal to the Option Price; or

                        (c) in any other manner that the Committee shall
                   approve, including without limitation, any arrangement that
                   the Committee may establish to enable Participants to
                   simultaneously exercise Stock Options and sell the shares of
                   Common Shares acquired thereby and apply the proceeds to the
                   payment of the Option Price therefor.

                   (v) Reload Stock Options. The Committee may award Reload
            Stock Options to any Participant either in combination with other
            Awards or in separate Award Agreements that grant Reload Stock
            Options upon exercise of outstanding stock options granted under
            this Plan or otherwise.

            B.     Stock Appreciation Rights.

                   (i) Grants. The Committee may award any Participant SARs,
            which shall be subject to such additional terms, conditions, or
            restrictions as may be provided in the Award Agreement relating to
            such SAR Award, including any limits on aggregate appreciation. SARs
            may be settled in Common Shares or cash or both.

                   (ii) Award Price. The Award Price per share of Common Shares
            of a SAR shall be fixed in the Award Agreement and shall be not less
            than 100% of the Fair Market Value of a share of Common Shares on
            the date of the Award; provided, however, that in the case of a SAR
            awarded retroactively in tandem with or as a substitution for
            another Award, the Award Price per share of a SAR shall be not less
            than 100% of the Fair Market Value of a share of Common Shares on
            the date of such other Award.

                   (iii) Distribution of SARs. SARs shall be exercisable in
            accordance with the conditions and procedures set out in the Award
            Agreement relating to such SAR Award.

            C. Common Shares and Restricted Stock. The Committee may award
         Common Shares or Restricted Stock to any Participant. Awards of
         Restricted Stock shall be subject to such conditions and restrictions
         as are established by the Committee and set forth in the Award
         Agreement,

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            which may include, but are not limited to, continued service with
            the Company, achievement of specific business objectives, and other
            measurements of individual or business unit or Company performance.

            D. Stock Equivalent Units. The Committee may award Stock Equivalent
         Units to any Participant. All or part of any Stock Equivalent Units
         Award may be subject to conditions and restrictions established by the
         Committee, and set forth in the Award Agreement, which may include, but
         are not limited to, continued service with the Company, achievement of
         specific business objectives, and other measurements of individual or
         business unit or Company performance that may include but shall not be
         limited to, earnings per share, net profits, total shareholder return,
         cash flow, return on shareholders' equity, and cumulative return on net
         assets employed.

            E. Dividends and Dividend Equivalents. An Award (including without
         limitation a Stock Option or SAR Award) may provide the Participant
         with the right to receive dividend payments or Dividend Equivalent
         payments with respect to Common Shares subject to the Award (both
         before and after the Common Shares subject to the Award are earned,
         vested, or acquired), which payments may be either made currently or
         credited to an account for the Participant, and may be settled in cash
         or Common Shares, as determined by the Committee. In lieu of awarding
         Dividend Equivalents, the Committee may provide for automatic awards of
         Stock Equivalent Units on each date that cash dividends or Dividend
         Equivalents will be paid in an amount equal to (i) the amount of such
         dividends or Dividend Equivalents, divided by (ii) the Fair Market
         Value of the Common Shares on the dividend payment date.

            F. Performance Units. Performance Units shall be based on attainment
         over a specified period of individual performance targets or on other
         parameters that may include, but shall not be limited to, earnings per
         share, total shareholder return, cash flow, return on shareholders'
         equity, and cumulative return on net assets employed. Performance Units
         may be settled in Common Shares or cash or both.

         9.  Deferrals and Settlements

         Settlement of Awards may be in the form of cash, Common
Shares, other Awards, or in combinations thereof as the Committee
shall determine, and with such other restrictions as it may impose.
Subject to Section 4.A.(i), the Committee may also require or permit
Participants to defer the issuance or vesting of shares or the
settlement of Awards under such rules and procedures

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as it may establish under the Plan. The Committee may also provide that deferred
settlements include the payment of, or crediting of interest on, the deferral
amounts or the payment or crediting of Dividend Equivalents on deferred
settlements denominated in shares.

         10.  Transferability

         Except as otherwise provided by an Award Agreement, no Awards under the
Plan shall be assignable, alienable, saleable or otherwise transferable other
than by will or the laws of descent and distribution.

         11.  Award Agreements

         Awards under the Plan shall be evidenced by Award Agreements that set
forth the details, conditions and limitations for each Award, which may include
the term of an Award, the provisions applicable in the event the Participant's
employment terminates, and the Company's authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind any Award, subject to the
terms of the Plan.

         12.  Termination

         The Committee may terminate the Plan at any time provided, however,
that no termination shall impair the rights of any Participant, without his
consent, in any Award previously granted under the Plan.

         13.  Tax Withholding

         The Company shall have the right to (i) make deductions from any
settlement of an Award made under the Plan, including the delivery or vesting of
shares, or require shares or cash or both be withheld from any Award, in each
case in an amount sufficient to satisfy withholding of any applicable federal,
state or local taxes required by law, or (ii) take such other action as may be
necessary or appropriate to satisfy any such withholding obligations. The
Committee may determine the manner in which such tax withholding may be
satisfied, and may permit Common Shares (rounded up to the next whole number) to
be used to satisfy required tax withholding based on the Fair Market Value of
any such shares of Common Shares, as of the Settlement Date of the applicable
Award.



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         14.  Other Company Benefit and Compensation Programs

         Unless otherwise specifically determined by the Committee, settlements
of Awards received by a Participant under the Plan shall not be deemed a part of
the Participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Company benefit plan, severance program or
severance pay law of any country. Further, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.

         15.  Unfunded Plan

         Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or a separate
fund or funds. The Plan shall not establish any fiduciary relationship between
the Company and any Participant or other person. To the extent any person holds
any rights by virtue of a grant awarded under the Plan, such right (unless
otherwise determined by the Committee) shall be not greater than the right of an
unsecured general creditor of the Company.

         16.  Future Rights

         No person shall have any claim or right to be granted an Award under
the Plan, and no Participant shall have any right under the Plan to be retained
in the employment of the Company or its affiliates.


         17.   Governing Law

         The validity, construction and effect of the Plan, and any actions
taken or relating to the Plan, shall be determined in accordance with the laws
of the State of Delaware, U.S.A.

         18.   Successors and Assigns

         The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

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         19.  General Restrictions

         A. Notwithstanding any other provision of the Plan, the
Company shall have no liability to deliver any Common Shares under the
Plan or make any other distribution of benefits under the Plan unless
such delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the United States
Securities Act of 1933), and are authorized for listing on any
securities exchange on which the Common Shares of the Company are
listed.

         B. To the extent that the Plan provides for the issuance of
Common Shares, the issuance may be effected on a non-certificated
basis, to the extent not prohibited by applicable law or the
applicable rules of any stock exchange on which the Common Shares of
the Company are listed.

         C. Except as otherwise provided in any Award Agreement, a Participant
shall have no rights as a shareholder of the Company until he or she becomes the
holder of record of Common Shares.




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CNH Global N.V. Equity Incentive Plan
(as amended November 29, 2000)


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