CNH Global NV – ‘20-F’ for 12/31/02 – EX-10.4

On:  Tuesday, 4/22/03, at 11:48am ET   ·   For:  12/31/02   ·   Accession #:  950137-3-2294   ·   File #:  333-05752

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Annual Report of a Foreign Private Issuer   —   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report                                        166    879K 
 2: EX-2.1      Registration Rights Agreement                         17     70K 
 3: EX-8.1      List of Subsidiaries                                   4     19K 
 4: EX-10.4     Register Transfer Agency and Service Agreement        18     62K 

EX-10.4   —   Register Transfer Agency and Service Agreement
Exhibit Table of Contents

EX-10.4
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                                                                    EXHIBIT 10.4

REGISTRAR,
 TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN 

CNH GLOBAL N.V. 

AND 

JPMORGAN CHASE BANK 

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TABLE OF CONTENTS 

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                                                                                               Page
                                                                                               ----
                                                                                                   
Article 1               Terms of Appointment, Duties of the Bank................................ 1 

Article 2               Fees and Expenses....................................................... 3 

Article 3               Representations and Warranties of the Bank.............................. 4 

Article 4               Representations and Warranties of the Company........................... 5 

Article 5               Conversion of Foreign Currency.......................................... 5 

Article 6               Shareholders' Meetings.................................................. 5 

Article 7               Indemnification......................................................... 5 

Article 8               Standard of Care........................................................ 8 

Article 9               Covenants of the Company and the Bank................................... 8 

Article 10              Termination of Agreement................................................ 9 

Article 11              Assignment............................................................. 10 

Article 12              Amendment.............................................................. 10 

Article 13              New York Law to Apply.................................................. 10 

Article 14              Merger of Agreement.................................................... 11 

Article 15              Counterparts........................................................... 11 

SIGNATURES..................................................................................... 12 

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REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT

     AGREEMENT made as of the 8th day of April, 2003, by and between CNH
Global N.V., a corporation organized under the laws of the Kingdom of the       
Netherlands, having its registered office at World Trade Center, Amsterdam      
Airport, Schipol Boulevard 217, 1118 BH Amsterdam, the Netherlands (the         
"Company") and JPMorgan Chase Bank, a New York Company having its principal     
office and place of business at 1 Chase Manhattan Plaza, New York, New York     
10081 (the "Bank").                                                             

    WHEREAS, the Company desires to appoint the Bank as its registrar,
transfer agent, dividend disbursing agent and agent in connection with certain  
other activities and the Bank desires to accept such appointment; and           

 NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:                                 

ARTICLE 1 TERMS OF APPOINTMENT: DUTIES OF THE BANK                              

1.01     Subject to the terms and conditions set forth in this
                  Agreement, the Company hereby employs and appoints the Bank to
                  act as, and the Bank agrees to act as U.S. registrar, transfer
                  agent for the Company's authorized and issued preferred shares
                ("Shares") and dividend disbursing agent. The Bank shall act
                 solely as agent for the Company under this Agreement and owes
                no duties hereunder to any other person. The Bank undertakes
      to perform the duties and only the duties that are
            specifically set forth in this Agreement, and no implied
              covenants or obligations shall be read into this Agreement
against the Bank.                           

       1.02     The Bank agrees that it will perform the following services:

                (a)      In accordance with procedures established from time
                      to time by agreement between the Company and the
Bank, the Bank shall:     

                         (i)      issue and record in the Share register the
                                  appropriate number of Shares as authorized
                               and hold such Shares in the appropriate
            Shareholder account;

                           (ii)     effect transfers of Shares by the registered
                                  owners thereof upon receipt of appropriate
      documentation;

                          (iii)    prepare and transmit payments for dividends
and     

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                              distributions declared by the Company;

                        (iv)     maintain a direct registration system for
                                  the Shares, pursuant to which the Bank may
                              record the ownership of uncertificated
                                  Shares, which ownership shall be evidenced
                                  by periodic statements issued from time to
time;   

                          (v)      issue direct registration system statements
                                   for those certificates alleged to have been
                                 lost, stolen or destroyed upon receipt by
                                   the Bank and the Company of indemnification
                                  satisfactory to it and protecting it, and,
                         the Bank at its option, may issue
                            replacement certificates in place of
                         mutilated Share certificates upon
                             presentation thereof and without such
      indemnity; and

               (b)      In addition to and not in lieu of the services set
                      forth in the above paragraph (a), the Bank shall
                           perform all of the customary services of a registrar,
                      transfer agent, and dividend disbursing agent as
                  described in Article 1 consistent with those
                   requirements in effect as of the date of this
                    Agreement. The detailed definition, frequency,
                         limitations and associated costs (if any) described
                       in the following fee section, include but are not
                      limited to maintaining all Shareholder accounts,
                           preparing Shareholder meeting lists, mailing proxies,
                and mailing Shareholder reports to current
                          Shareholders, withholding taxes on U.S. resident and
                   non-resident alien accounts where applicable,
                         preparing and filing U.S. Treasury Department Forms
                    1099 and other appropriate forms required with
                       respect to dividends and distributions by federal
                  authorities for all registered Shareholders,
                  preparing and mailing confirmation forms and
                        statements of account to Shareholder accounts, and
                providing Shareholder account information.

                 (c)      The Bank shall provide additional services on behalf
                           of the Company (i.e., escheatment services) which may
                           be agreed upon in writing between the Company and the
Bank.                     

                  (d)      Upon and in accordance with written instructions from
                the Company, you are hereby authorized and
                       instructed, for the purpose of original issue, to

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                         issue and record certificates in book-entry form on
                          the Direct Registration System, to issue, record and
                         countersign physical certificates, if so requested,
                        in such name or names and for the number of Shares
                          covered by such instructions and to deliver the same
                        in accordance with such instructions. Accompanying
                           such instructions, the Company shall provide the Bank
                       with (i) A copy of the resolutions adopted by the
                       Board of Directors of the Company authorizing and
                          approving the specific issuance, (ii) in the case of
                    an issuance not related to a public or private
                          capital raising of securities, a written instruction
                        signed by an authorized person setting forth as to
                    each person or entity to whom Shares are to be
                          issued, the name, address, tax identification number
                      (certified by the prospective holder pursuant to
                   requirements of the Internal Revenue Code and
                         applicable regulations), the number of Shares to be
                    issued to such person and the existence of any
                          transfer restrictions to be placed upon such Shares,
                          (iii) Opinion of counsels for the Company, addressed
                         to JPMorgan Chase Bank, to the effect that: (a) the
                           Shares to be issued, are duly authorized and issuable
               and upon issuance will fully paid and are
                     non-assessable; (b) the certificates (including
                          through the Direct Registration System) will entitle
                        the persons to whom the Shares are issued with the
                    benefits of ownership of such Shares; (c) this
                           Agreement was duly authorized, executed and delivered
                      by the Company and is a legal, valid and binding
                         obligation of the Company enforceable against it in
                   accordance with its terms; (d) this Agreement
                      constitutes a valid and binding agreement of the
                      Company under New York law, (e) the Shares to be
                         issued are duly registered under the Securities Act
                           of 1933, as amended, and such registration has become
                          effective, or are exempt from such registration; and
                    have been duly registered under the Securities
                          Exchange Act of 1934, as amended, or are exempt from
                           such registration; (f) the Company has paid or caused
                           to be paid all taxes, if any, which were payable upon
                          or in respect of the original issuance of the Shares
                           to be issued; and (g) the issuance of the Shares does
not and will not conflict 

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                         with, violate, or result in a breach of, the terms,
                          conditions or provisions of, or constitute a default
                           under, the charter or the by-laws of the Company, any
                         law or regulation, any order or decree of any court
                     or public authority having jurisdiction, or any
                 mortgage, indenture, contract, agreement or
                       undertaking to which the Company is a party or by
which it is bound.        

         (e)      Before countersigning for original issue any
                       certificates or issuing Shares through the Direct
                       Registration System the Company shall furnish the
                           Bank with sufficient funds in U.S. dollars to pay all
                          applicable stock stamp taxes, if any, on such issue.
                           The Bank shall be entitled to rely on the information
                         furnished to it by the Company regarding the amount
                          of such tax. The Company will indemnify the Bank and
                           hold it harmless for any additional amounts it or its
                       agents become liable to pay. If no such taxes are
                          payable, the Bank shall be furnished with an opinion
of counsel to that effect.

ARTICLE 2 FEES AND EXPENSES                                                     

      2.01     For the performance by the Bank pursuant to this Agreement,
                the Company agrees to pay the Bank an annual maintenance fee
                as set out in an agreement between the Company and the Bank.
                Such fees and out-of-pocket expenses and advances identified
             under Section 2.02 below may be changed from time to time
               subject to mutual written agreement between the Company and
the Bank.                                   

    2.02     In addition to the fee paid under Section 2.01 above, the
          Company agrees to reimburse the Bank for out-of-pocket
       expenses, including but not limited to confirmation
                 production, postage, forms, telephone, microfilm, microfiche,
                  records storage or advances incurred by the Bank for the items
               set out in the separate fee schedule herein referred to. In
            addition, any other expenses incurred by the Bank at the
                 request or with the consent of the Company will be reimbursed
by the Company.                             

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       2.03     The Company agrees to pay all fees and reimbursable expenses
              within thirty days following the receipt of the respective
                 billing notice. Postage and the cost of materials for mailing
                of dividends, proxies, Company reports and other mailings to
               all Shareholder accounts may be advanced to the Bank by the
               Company on or before the mailing of such materials upon the
request of the Bank.                        

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK                            

The Bank represents and warrants to the Company that:         

        3.01     It is a trust company duly organized and existing and in good
     standing under the laws of the State of New York.

        3.02     It is duly qualified to carry on its business in the State of
New York.                                   

       3.03     It is empowered under applicable laws and by its charter and
     by-laws to enter into and perform this Agreement.

 3.04     All requisite corporate proceedings have been taken to
          authorize it to enter into and perform this Agreement.

   3.05     It has access to the necessary facilities, equipment and
              personnel to perform its duties and obligations under this
Agreement.                                  

ARTICLE 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY              

  The Company represents, warrants and covenants to the Bank that:

      4.01     It is a corporation duly organized and existing and in good
                 standing under the laws of its jurisdiction of incorporation.

     4.02     It is empowered under applicable laws and by its corporate
         organization documents to enter into and perform this
Agreement.                                  

  4.03     All corporate proceedings required by said organization
               documents have been taken to authorize it to enter into and
perform this Agreement.                     

       4.04     A registration statement under the Securities Act of 1933 is
            currently effective and appropriate state securities law
            filings have been made with respect to all Shares of the
                 Company which the Company is asking the Bank to issue, record
              or countersign; information to the contrary will result in
               immediate notification to the Bank. Any Shares to be issued
hereunder, when issued shall have been duly 

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                registered under the Securities Act of 1933, as amended, and
             such registration shall have become effective or shall be
           exempt from such registration; and shall have been duly
            registered under the Securities Exchange Act of 1934, as
       amended, or shall be exempt from such registration.

     4.05     It shall make all required filings under federal and state
securities laws.                            

         4.06     The Shares issued and outstanding on the date hereof have been
              duly authorized, validly issued and are fully paid and are
               non-assessable; and any Shares to be issued hereunder, when
               issued, shall have been duly authorized, validly issued and
fully paid and will be non-assessable.      

       4.07     The Company has paid or caused to be paid all taxes, if any,
                  which were payable upon or in respect of the original issuance
            of the Shares issued and outstanding on the date hereof.

ARTICLE 5 CONVERSION OF FOREIGN CURRENCY                                        

      5.01     Upon receipt by the Bank of any foreign currency, if at the
               time of its receipt such foreign currency can in the Bank's
              best judgment be converted on a reasonable basis into U.S.
             dollars and the resulting U.S. dollars transferred to the
                United States for distribution to U.S. Shareholders entitled
                 thereto, the Bank shall as promptly as practicable convert or
                 cause to be converted such foreign currency into U.S. dollars
             by sale or in any other manner that it may determine, and
                 shall transfer the resulting U.S. dollars (net of its charges
            and expenses in effecting such conversion) to the United
        States and shall distribute such U.S. dollars to the
                Shareholders resident in the United States entitled thereto.
               If the Bank determines in its reasonable judgment that such
                  foreign currency is not convertible, in whole or in part, on a
                 reasonable basis into U.S. dollars transferable to the United
               States, or if any approval or license which is required for
              such conversion is denied or in the Bank's opinion, is not
                  obtainable or is not obtained within a reasonable period or at
                 a reasonable cost, the Bank may distribute all or part of the
               foreign currency (or an appropriate document evidencing the
         right to receive such foreign currency) to, or in its
            discretion may hold such foreign currency uninvested and
             without liability for interest thereon for the respective
            accounts of, the U.S. Shareholders entitled thereto. All
              expenses of any such conversion shall be deducted from the

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proceeds thereof.                           

ARTICLE 6         SHAREHOLDERS' MEETINGS As soon as practicable after receipt   
                from the Company of notice of any meeting or solicitation of
                consents or proxies of holders of Shares, unless the Company
                 informs the Bank otherwise in order to comply with applicable
                 law, the Bank shall mail to Shareholders a notice stating (a)
           such information as is contained in such notice and any
           solicitation materials (or a summary thereof in English
              provided by the Company), (b) that each Shareholder at the
           close of business on the record date set by the Company
        therefor will be entitled, subject to any applicable
              provisions of the law of the Netherlands and the Company's
          Articles of Association, to exercise the voting rights
             pertaining to the Shares and (c) the manner in which such
instructions may be given.                  

ARTICLE 7 INDEMNIFICATION                                                       

       7.01     The Bank shall not be responsible for, and the Company shall
                  indemnify and hold the Bank harmless from and against, any and
                 all losses, damages, costs, charges, reasonable counsel fees,
      payments, expenses and liability arising out of or
attributable to:                            

     (a)      All actions of the Bank or its agents or
                          subcontractors required to be taken pursuant to this
                        Agreement, provided that such actions are taken in
                        good faith and without gross negligence or willful
misconduct.               

            (b)      The Company's or its agents lack of good faith,
                         negligence or willful misconduct or which arise out
                        of the breach of any representation or warranty of
the Company hereunder.    

                (c)      The reliance on or use by the Bank or its agents or
                          subcontractors of information, records and documents
                         which (i) are received by the Bank or its agents or
                           subcontractors and furnished to it by or on behalf of
                     the Company, and (ii) have been prepared and/or
                           maintained by the Company or any other person or firm
                         on behalf of the Company. Such other person or firm
                       shall include any former transfer agent or former
                        registrar, or co-transfer agent or co-registrar or
                 any current registrar where the Bank is not

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the current registrar.    

                (d)      The reliance on, or the carrying out by the Bank or
                         its agents or subcontractors of any instructions or
requests of the Company.  

            (e)      The offer or sale of Shares in violation of any
                      requirement under the federal securities laws or
                          regulations or the securities laws or regulations of
                      any state that such Shares be registered in such
                      state or in violation of any stop order or other
                          determination or ruling by any federal agency or any
                     state with respect to the offer or sale of such
Shares in such state.     

       7.02     At any time the Bank may apply to any authorized Director or
                 officer of the Company for instructions, and may consult with
                  legal counsel with respect to any matter arising in connection
            with the services to be performed by the Bank under this
                  Agreement, and the Bank and its agents or subcontractors shall
                 not be liable and shall be indemnified by the Company for any
       action taken or omitted by it in reliance upon such
               instructions or upon the opinion of such counsel. The Bank,
        its agents and subcontractors shall be protected and
              indemnified in acting upon any paper or document furnished
            by or on behalf of the Company reasonably believed to be
           genuine and to have been signed by the proper person or
                persons, or upon any instruction, information, data, records
                  or documents provided the Bank or its agents or subcontractors
               by telephone, in person, machine readable input, SWIFT, CRT
                data entry or other similar means authorized by the Company,
         and shall not be held to have notice of any change of
            authority of any person, until receipt of written notice
      thereof from the Company. The Bank, its agents and
            subcontractor shall also be protected and indemnified in
                recognizing Share certificates which are reasonably believed
            to bear the proper manual or facsimile signatures of the
               officers of the Company, and the proper countersignature of
          any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.          

      7.03     In the event any party is unable to perform its obligations
             under the terms of this Agreement because of acts of God,
        strikes, equipment or transmission failure or damage
             reasonably beyond its control, or other causes reasonably
                  beyond its control, such party shall not be liable for damages
to the other for any damages                

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                 resulting from such failure to perform or otherwise from such
causes.                                     

         7.04     Neither the Bank nor its agents shall be liable to the Company
          or any other person for special, indirect, punitive or
                  consequential damages under any provision of this Agreement or
       arising out of any act or failure to act hereunder.

         7.05     In order that the indemnification provisions contained in this
                  Article 7 shall apply, upon the assertion of a claim for which
               the Company may be required to indemnify the Bank, the Bank
                  shall promptly notify the Company of such assertion, and shall
             keep the Company advised with respect to all developments
                concerning such claim. The Bank shall in no case confess any
                 claim or make any compromise in any case in which the Company
             may be required to indemnify it except with the Company's
          prior written consent, which shall not be unreasonably
withheld or delayed.                        

ARTICLE 8 STANDARD OF CARE                                                      

        8.01     The Bank shall not be liable for loss or damage due to errors
              unless said errors are caused by its gross negligence, bad
          faith, or willful misconduct or that of its employees.

ARTICLE 9 COVENANTS OF THE COMPANY AND THE BANK                                 

        9.01     The Company shall promptly furnish to the Bank the following:

      (a)      An adequate supply of Share certificates.

              (b)      A copy of the resolutions adopted by the Board of
                     Directors of the Company appointing the Bank as
                  Transfer Agent and/or Registrar and Dividend
                          Disbursing Agent, as the case may be, duly certified
                    by the Secretary or Assistant Secretary of the
       Company under the corporate seal.

               (c)      A copy of its corporate organization documents and
all amendments thereto.   

           (d)      A certificate of the Secretary or an Assistant
                         Secretary of the Company, under its corporate seal,
stating that:             

                                 i)       this Agreement has been executed
                                       and delivered pursuant to the
                                             authority of the Company's Board of

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                    Directors;

                            ii)      the attached specimen Share

                                    iii)     certificate(s) are in substantially
                                            the form submitted to and approved
                                             by the Company's Board of Directors
                                          for current use and the attached
                                         specimen Share certificates for
                                             each Class of Stock with issued and
                                            outstanding Shares are in the form
                                     previously submitted to and
                                            approved by the Company's Board of
                                 Directors for past use;

                              iv)      the attached list of existing
                                             agreements pursuant to which Shares
                                       have been reserved for future
                                           issuance specifying the number of
                                         reserved Shares subject to each
                                         such existing agreement and the
                                            substantive provisions thereof, is
                                         true and complete, or no Shares
                                       have been reserved for future
                   issuance.

                                  v)       each shareholder list provided is
                                 true and complete (such
                                            certification may state that it is
                                             based upon the certification of the
                                       predecessor Transfer Agent or
                                             predecessor Registrar that prepared
                                    the list) or no Shares are
                      outstanding;

                                vi)      the name of each stock exchange
                                          upon which any of the Shares are
                                            listed and the number and identity
                                  of the Shares so listed;

                             vii)     the name and address of each
                                             co-Transfer Agent, Registrar (other
                                            than the Bank) or co-Registrar for
                                             any of the Shares and the extent of
                                          its appointment, or there are no
                                        co-Transfer Agents, Registrars
                                  (other than the Bank) or
                                      co-Registrars for any of the
                     Shares; and

                                   viii)    the officer(s) of the Company, who
                                            executed this Agreement as well as
                                    any certificates or papers
                                           delivered to the Bank pursuant to
                                      this Agreement, were validly
                                            elected to, and the incumbents of,
                                            the offices they purported to hold
                                           at the time of such execution and
                                             delivery, and that their signatures
                                           on all documentation are genuine;
                                        and upon which is subscribed a
                                          certificate of an officer of the
                                         Company, other than the officer
                                          executing the certificate of the
                                            Secretary, stating that the person

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                                             who executed the certificate of the
                                           Secretary was validly elected to,
                                    and is the Secretary or an
                                            Assistant Secretary of the Company
                                       and that his signature on the
                                 certificate is genuine.

                 (e)      Opinion of counsel for the Company, addressed to the
Bank, to the effect that: 

                                  i)       the Shares issued and outstanding
                                           on the date hereof have been duly
                                            authorized, validly issued and are
                                            fully paid and are non-assessable;
                                     and any Shares to be issued
                                            hereunder, when issued, shall have
                                       been duly authorized, validly
                                           issued and fully paid and will be
                         non-assessable;

                                  ii)      the Shares issued and outstanding
                                           on the date hereof have been duly
                                             registered under the Securities Act
                                       of 1933, as amended, and such
                                            registration has become effective,
                                 or are exempt from such
                                          registration; and have been duly
                                         registered under the Securities
                                           Exchange Act of 1934, as amended,
                                 or are exempt from such
                       registration;

                                  iii)     the Company has paid or caused to
                                          be paid all taxes, if any, which
                                            were payable upon or in respect of
                                             the original issuance of the Shares
                                            issued and outstanding on the date
                     hereof; and

                                   iv)      the execution and delivery of this
                                           Agreement and the issuance of the
                                             Shares do not and will not conflict
                                       with, violate, or result in a
                                             breach of, the terms, conditions or
                                        provisions of, or constitute a
                                           default under, the charter or the
                                            by-laws of the Company, any law or
                                            regulation, any order or decree of
                                       any court or public authority
                                     having jurisdiction, or any
                                        mortgage, indenture, contract,
                                           agreement or undertaking to which
                                            the Company is a party or by which
                                           it is bound and this Agreement is
                                            enforceable against the Company in
                                             accordance with it terms, except as
                                limited by bankruptcy,

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                                 insolvency, moratorium,
                                          reorganization and other similar
                                           laws affecting the enforcement of
                                      creditors' rights generally.

                (f)      A list of all directors and officers of the Company
                  who shall be authorized to give instructions
                           hereunder, along with the addresses and phone numbers
                         for each. At least three persons shall at all times
be set forth on such list.

      9.02     The Bank hereby agrees to establish and maintain facilities
             and procedures for safekeeping of Share certificates, the
         direct registration system, check forms and facsimile
                 signature imprinting devices, if any; and for the preparation
                or use, and for keeping account of, such certificates, forms
and devices.                                

     9.03     The Bank shall keep records relating to the services to be
              performed hereunder, in the form and manner as it may deem
                advisable. The Bank agrees that all such records prepared or
         maintained by the Bank relating to the services to be
             performed by the Bank hereunder will be made available in
accordance with the requirements of the law.

  9.04     The Bank and the Company agree that all books, records,
                information and data pertaining to the business of the other
         party which are exchanged or received pursuant to the
                  negotiation or the carrying out of this Agreement shall remain
               confidential, and shall not be voluntarily disclosed to any
   other person, except as may be required by law.

       9.05     In case of any requests or demands for the inspection of the
                 Shareholder records of the Company, the Bank will endeavor to
         notify the Company and to secure instructions from an
                authorized officer of the Company as to such inspection. The
                Bank reserves the right, however, to exhibit the Shareholder
               records to any person whenever it is advised by its counsel
             that it may be held liable for the failure to exhibit the
Shareholder records to such person.         

    9.06     The Company will furnish the Bank with forms of important
                 notices in sufficient quantities to be sent to the registered
owners of Shares resident in the United     

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                 States and/or banks, brokers and nominees and nonresidents of
               the United States holding Shares, setting forth information
                relating to the payment of dividends. In connection with the
          foregoing, the Bank is authorized and directed, at the
               Company's cost and expense, to arrange for the printing and
                  distribution of the forms of important notices, advertisements
         and other documents in connection with the payment of
dividends.                                  

       9.07     The Company, shall arrange for the prompt transmittal by the
              Company to you of such notices, reports and communications
                which are made generally available by the Company to holders
                of Shares. Upon the written request of the Company, the Bank
               shall arrange for the mailing, at the Company's expense, of
             copies of such notices, reports and communications to all
          registered holders of Shares or, at the request of the
          Company, make such notices, reports and communications
                 available to such registered holders and beneficial owners on
              such reasonable basis as the Company may advise you may be
                required by any applicable law, regulation or stock exchange
requirement.                                

        9.08     The Company will not at any time instruct you to issue Shares
             being issued upon original issuance or re-acquired by the
              Company unless a registration statement is in effect as to
              such Shares under the Securities Act of 1933 or unless the
               offering and sale in the United States of the Shares is not
              subject to the registration provisions of said act. In the
            event of an offering by the Company of Shares, rights to
        subscribe for Shares, securities convertible into or
               exchangeable for Shares or rights to subscribe for any such
                 securities, the Company will take appropriate steps to ensure
            that such offering will not result in a violation of any
             applicable United States law, rule or regulation. Without
                 limiting the generality of the foregoing, with respect to any
                  offering of rights to subscribe for Shares which have not been
                registered under the Securities Act of 1933, as amended, the
                 Bank shall attempt to sell such rights in accordance with its
                 normal procedures. Upon any such sale, the Bank shall attempt
                  to convert any proceeds of such sale, less amounts represented
                by Dutch tax, if any, into United States dollars and pay the
         United States dollars (after deduction of expenses in
connection with such                        

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                 conversion and any amounts on account of applicable taxes) to
           the registered holders of Shares entitled thereto, less
                amounts subject to United States Federal or state income tax
backup withholding, if any.                 

      9.09.    Instructions or authorizations to the Bank from the Company
        shall be in writing, or by cable, telex or facsimile
            transmission, and shall be signed by one or more persons
        authorized by the Company to give such instructions.

ARTICLE 10  TERMINATION OF AGREEMENT                                            

       10.01    This Agreement may be terminated by either party upon ninety
(90) days written notice to the other.      

  10.02    Should the Company exercise its right to terminate, all
                  out-of-pocket expenses associated with the movement of records
and material will be borne by the Company.  

ARTICLE 11 ASSIGNMENT                                                           

  11.01    Except as provided in Section 11.03 below, neither this
            Agreement nor any rights or obligations hereunder may be
                  assigned by any party without the written consent of the other
parties.                                    

      11.02    This Agreement shall inure to the benefit of and be binding
                  upon the parties and their respective permitted successors and
assigns.                                    

   11.03    The Bank may, without further consent on the part of the
            Company, subcontract for the performance hereof with (i)
               Equiserve Limited Partnership which is duly registered as a
                  transfer agent pursuant to Section 17A(c)(1) of the Securities
                 Exchange Act of 1934 ("Section 17A(c)(1)"), (ii) a subsidiary
           thereof duly registered as a transfer agent pursuant to
               Section 17A(c)(1), or (iii) an affiliate thereof; provided,
               however, that the Bank shall be as fully responsible to the
                 Company for the acts and omissions of any subcontractor as it
is for its own acts and omissions.          

ARTICLE 12 AMENDMENT                                                            

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 12.01    This Agreement may be amended or modified by a written
                  agreement executed by each party and authorized or approved by
           a resolution of the Boards of Directors of the Company.

ARTICLE 13 NEW YORK LAW TO APPLY                                                

       13.01    This Agreement shall be construed and the provisions thereof
                  interpreted under and in accordance with the laws of the State
                of New York applicable to contracts executed and to be fully
performed within such State.                

ARTICLE 14 MERGER OF AGREEMENT                                                  

    14.01    This Agreement constitutes the entire agreement among the
                  parties hereto and supersedes any prior agreement with respect
  to the subject hereof whether oral or written.

ARTICLE 15 COUNTERPARTS                                                         

      15.01    This Agreement may be executed by the parties hereto on any
              number of counterparts, and all of said counterparts taken
           together shall be deemed to constitute one and the same
instrument.                                 

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through    
their duly executed officers, as of the day and year first above written.       

                   CNH Global N.V.

                          By: /s/ ROBERTO MIOTTO
                                             ---------------------------------
                        Name: Roberto Miotto
                                         Title: Senior Vice President, General
                                       Counsel and Secretary

ATTEST:                                                                         

                       JPMorgan Chase Bank

                           By: /s/ SARENA CIRABISI
                                             ---------------------------------
                         Name: Sarena Cirabisi
                         Title: Vice President

ATTEST:                                                                         

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