CNH GLOBAL N.V.CORPORATE COMMUNICATIONS POLICY

1.  GENERAL PRINCIPLES

CNH Global N.V. (the "Company") must be prudent when communicating Material Information (as defined in Section 2 below) about the Company to the outside world. Improper disclosure can lead to legal liability both for the Company and for its officials under Section 10(b) of, and Rule 10b-5 under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and must be avoided.  Court interpretation has led to the following general principles with regard to disclosures:

• The timing of disclosure is left to the business judgment of corporate officials (the New York Stock Exchange ("NYSE") requires listed companies to disclose material facts promptly).
• Disclosures must not contain misleading statements of material facts.

When divulging Material Information corporate officials may not disclose such data exclusively to one group or category of people (e.g., analysts) but rather must make such information available to the general public.

2.   DEFINITIONS

2.1 Material Information

The term "Material Information" includes any information that a reasonable investor would consider important in a decision to buy, hold or sell a security. In short, material information is any information or important development that could reasonably affect the business or financial condition of an issuer or the market price of its security.   By way of example, it is probable that the following information in most circumstances would be deemed material:

If a disclosure becomes the subject of scrutiny, the US Securities and Exchange Commission and others will decide what is material after the fact. As a result it is important to carefully consider how regulators and others might view the disclosure  in hindsight. 

2.2 Nonpublic Information

"Nonpublic Information" is any information that has not been disclosed to, and absorbed by, the marketplace. Thus, information about the Company that is not yet in general circulation should be considered nonpublic.

In general, Material Information will be considered to be publicly available when it is widely known to the investing public and the public has had a chance to absorb the information and act upon it. 

The good faith belief that Material Information has been made public at the time of disclosure does not relieve the Company from liability.

  3.  INFORMATION TO ANALYSTS AND THE "MOSAIC TEST"

Analysts are a very demanding audience. Part of the expected prudence and caution in dealing with Nonpublic Information of the Company should be for corporate officials to follow the warning: "avoid selective disclosure."

Management might be tempted to select or to privilege individual financial analysts because, as a class, they are very active, call with questions and make inquiries and, if not fully satisfied, could negatively affect the market appreciation of the Company's securities. However, remember:

Management must be very circumspect in its disclosure of information to analysts and should decide to do so only after a careful consideration of why the surrounding facts and circumstances would make such disclosure non-violative of Rule 10b-5 under the Exchange Act.

4. EVIDENCE OF SELECTIVE DISCLOSURE

Management may not disclose to selective audiences Material and Nonpublic Information without simultaneously disseminating the same information to all others and to the public at large.

Disclosure only to a particular individual or group, allowing that person or group to make investment decisions on the basis of information superior in quantity or quality to that generally available to the public, would qualify as "tipping" and would violate insider trading rules.

Evidence of favored treatment given to a particular person or group may be drawn not only from the timing of the disclosure but also from the frequency of granting interviews.

5.  PREVENTATIVE MEASURES TO AVOID SELECTIVE DISCLOSURE

In order to avoid selective disclosures, the Company Policy related to such matters is as follows:

• Press releases and presentations to analysts will be scripted by the Company's officials and reviewed by the Company's lawyers prior to releases and conferences.
• The responsibility for such presentations will be placed upon a limited number of officials within the Company.
• Any anticipated sensitive issue shall be banned from discussion by stating at the beginning of the presentation that the corporate official is not at liberty to discuss it. A "no comment" position is permissible.
• Less formal communications with the analysts will be conducted according to procedures established by the Corporate Communications and Investor Relations functions, which will be intended to reduce the likelihood of inadvertent disclosures.

6.  SUBSEQUENT MEASURES

If, notwithstanding precautions, an unintentional disclosure of Material and Nonpublic Information has occurred, the Company Policy shall be as follows:

• a press release concerning the selectively disclosed information will be promptly prepared and disseminated; that is, within twenty-four (24) hours or before the commencement of the next day's trading on the NYSE;
• the selective audience will be immediately requested to refrain from using the information and to keep it confidential.

Also, the NYSE requires listed companies to promptly and publicly release Material Information that has been inadvertently leaked to analysts or to any other selective audience and offer explicit information regarding such press releases. Therefore, it shall also be the Company Policy to promptly and fully inform the NYSE in the event of a non-intentional leakage and, if need be, to discuss the merit of halting the trading of the Company's securities, pending the dissemination of the press release.

7.  MISLEADING MATERIAL STATEMENTS - OMISSIONS OF MATERIAL FACTS

Courts can interpret Rule 10b-5 very broadly.  In particular, to foster a mistaken belief concerning a material fact may be tantamount to a "misleading material statement".

Consider the following case: a corporate spokesman in a conference with the press stated that the company was not engaged in any negotiations. In fact, the company was engaged in negotiations but unknown to him. Because of these imprudent comments, he was found liable to violate the Rule 10b-5 prohibition against material misstatements. His liability was based on the consideration that a prudent person is expected to consult with senior company officials and ascertain the facts before making such a statement.

Likewise, also changing the pattern of communications may be tantamount to an "omission of a material fact": if good news is normally reported on press releases and bad news of similar importance is withheld, the pattern of communication could be raised as involving omissions of material facts.

Today, Case New Holland (CNH) hosted Congressman Collin Peterson, Chairman of the United States House ...