CNH GLOBAL N.V.
AUDIT COMMITTEE CHARTER
[Excerpt from resolution adopted by the Board of Directors]

WHEREAS

Article 13 of the Articles of Association of the Company requires that the Board of Directors appoint an Audit Committee and determine their duties and powers, which will constitute the Charter of the Audit Committee;

WHEREAS

By resolution dated October 8, 1996 the Board of Directors created an “Audit Committee”, appointed members thereto and established its Charter and thereafter amended it pursuant to resolutions of the Board of Directors dated November 12, 1999, July 22, 2004 and October 27, 2011;

WHEREAS

The Board of Directors now desires to amend and restate the Charter of the Audit Committee as set forth in this Resolution of the Board of Directors.

AUDIT COMMITTEE CHARTER

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