CNH GLOBAL N.V.
CORPORATE GOVERNANCE
AND
COMPENSATION COMMITTEE CHARTER
[Excerpt from resolution adopted by the Board of Directors]

WHEREAS

Article 13 of the Articles of Association of the Company confers upon the Board of Directors the power to appoint committees, comprised of Directors of the Company, and to determine their duties and powers;

WHEREAS

On November 12, 1999, the Board of Directors designated the "Nominating and Compensation Committee" and established its charter;

WHEREAS

The Board of Directors now desires to amend and restate the charter of the Nominating and Compensation Committee and rename the committee as set forth in this Resolution of the Board of Directors.

DO HEREBY RESOLVE

• that the Nominating and Compensation Committee shall be renamed the Corporate Governance and Compensation Committee to better reflect the nature of the responsibilities carried out by the committee and shall constitute the nominating and compensation committee required by Article 13, Section 1 of the Articles of Association of the Company;
  
  
• that for the ensuing year and until further action is taken by the Board of Directors, the Corporate Governance and Compensation Committee be hereby assigned the duties and granted the authority to:

(i) discharge the Board's responsibilities relating to compensation of executive officers and governance matters;

(ii) review and assess adequacy of the charter of the Corporate Governance and Compensation Committee;

(iii) identify possible candidates to serve as independent directors of the Company;

(iv) aid in attracting qualified candidates to serve as independent directors;

(v) review each director's continuation on the board at regular intervals as determined by the Corporate Governance and Compensation Committee;

(vi) assess annually the Board's performance and the performance of the Committees of the Board;

(vii) review, assess and make recommendations to the Board regarding the size and composition of the Board;

(viii) review, assess and make recommendations to the Board regarding corporate governance guidelines including director responsibilities and qualification standards, director access to management and independent advisors, director compensation, director orientation and continuing education and annual performance of the Board and Committees;

(ix) establish the individual total compensation of the executive officers and any other executive or senior officers reporting directly to the Chief Executive Officer of the Company;

(x) approve goals relevant to Chief Executive Officer compensation;

(xi) evaluate the Chief Executive Officer's performance in light of the goals of the Company and the Chief Executive Officer;

(xii) establish base salary ranges and general levels of other compensation components, such as executive perquisites and bonus or incentive awards (including stock option grants, stock awards or other equity-based awards) of the executive personnel of the Company;

(xiii) review the succession plans for the top executives of the Company (currently, the executive committee  members);

(xiv) administer the incentive and deferred compensation benefit plans of the Company, including the Equity Incentive Plan (the "EIP") and all programs under the EIP, and take all action required or deemed desirable to be taken in connection therewith;

(xv) periodically examine the compensation structure of the Company to determine that the Company is  rewarding its executive and other personnel in a manner consistent with sound industrial practices;

(xvi) make recommendations to the Board with respect to incentive compensation plans for executive officers and officers reporting to the Chief Executive Officer and equity-based plans;

(xvii) review, assess and make recommendations to the Board with respect to the code of ethics and conduct  for the Company;

(xviii) establish and review the process for communications by shareholders to the Board;

(xix) review and assess responses to director and officer questionnaires;

(xx) review, assess and make recommendations to the Board regarding standing Board resolutions on delegation of authority;

(xxi) review, assess and make recommendations to the Board regarding the Board and Committee calendars, in consultation with the Chairman of the Board;

(xxii) review and consider approval of any terms and conditions for employment agreements, including the hiring and firing (when involving compensation beyond customary or standard amounts), for executive officers and officers of the Company or its subsidiaries reporting to the Chief Executive Officer; and

(xxiii) recommend to the Board members for the various Committees of the Board.

• that in performing its duties and exercising its authority, the Corporate Governance and Compensation Committee may utilize the services of the appropriate personnel of the Company and its subsidiaries and the services of a compensation consultant selected by and under the authority of the Corporate Governance and Compensation Committee;
  
  
• that the Corporate Governance and Compensation Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates, including the authority to approve fees and terms of retention of any such search firm;
  
  
• that the Corporate Governance and Compensation Committee shall be comprised of at least three directors and at least a majority of the members of the Committee shall be independent directors;
  
  
• that a quorum of the Corporate Governance and Compensation Committee shall consist of a majority of the members thereof, and if there is a tie in a vote, the Chairperson of the Corporate Governance and Compensation Committee shall have a casting vote;
  
  
• that the Corporate Governance and Compensation Committee shall meet at such time and place as the Chairperson of the Committee, or in the absence or disability of the Chairperson, a majority of the members of the Committee, shall determine; and
  
  
• that the Corporate Governance and Compensation Committee shall periodically report to the Board.