ISSUE AND SUBSCRIPTION AGREEMENT



This issue and subscription agreement, made as of this 3rd day of April 2003 by

and between:



1.    Fiat S.p.A., a company incorporated under the laws of Italy, with

      corporate seat at Turin and registered office at Via Nizza 250, 10125

      Turin and Sicind S.p.A., a company incorporated under the laws of Italy,

      with corporate seat at Turin and registered office at Corso Ferrucci 112

      A, 10100 Turin, together hereinafter called the "Subscriber"; and



2.    CNH Global N.V., a company limited by shares, incorporated under the laws

      of the Netherlands, with corporate seat at Amsterdam and registered office

      at World Trade Centre Amsterdam Airport, Schiphol Boulevard 217, 1118 BH

      Amsterdam, hereinafter called the "Company";



                                   WITNESSETH:



WHEREAS:



-     with a resolution passed on March 31, 2003 and attached hereto as Annex A

      (the "Resolution"), the Board of Directors of the Company has authorised

      the issuance in a private placement (the "Private Placement") to the

      Subscriber of 8,000,000 of the Company's convertible Series A preference

      shares of par value Euro 2.25 per share at the issue price and with a

      liquidation preference of U.S. $ 250.00 per share (the "Series A

      Preference Shares") in consideration of the retirement of U.S.

      $2,000,000,000 principal amount of short term and long term debt owed by

      the Company to the Subscriber, the amounts, maturities and interest rates

      of which have been negotiated and agreed as an arm's length transaction by

      the Company's management with the Subscriber (the "Debt");



-     the Board of Directors of the Company has determined the terms and

      conditions of the issuance of the Series A Preference Shares as set forth

      in the Resolution (the "Terms and Conditions");



-     the Board of Directors of the Company has received from Standard & Poor's

      Corporate Value Consulting an opinion dated March 31, 2003 that the

      exchange of Debt for the Series A Preference Shares at the Terms and

      Conditions determined by the Board of Directors of the Company (the

      "Transaction") is fair, from a financial point of view, to the Company as

      a related party transaction, in form and substance satisfactory to the

      Board of Directors of the Company;



{PAGE}



-     in respect of the issuance of the Series A Preference Shares, the Board of

      Directors of the Company has prepared a Description of Contribution, as

      set forth in the Annex B attached hereto.





DO HEREBY AGREE AS FOLLOWS:



ISSUE AND SUBSCRIPTION



Article 1.



1.1        Subject to the Terms and Conditions and effective as of April 7, 2003

           (the "Effective Date"), the Company hereby issues and the Subscriber

           hereby subscribes to a first tranch of the Series A Preference

           Shares, being 4,800,000 (four million eight hundred thousand) of the

           Company's Series A preference shares of a par value of Euro 2.25 per

           share at the issue price and with a liquidation preference per share

           of U.S. $ 250.00, allocated to and subscribed to by each such

           Subscriber in the manner set forth in Annex B hereto.



1.2        The Company undertakes to register the Series A Preference Shares

           hereby issued in the Company's register of shareholders.





CONTRIBUTION



Article 2.



2.1        The Subscriber hereby contributes and assigns, effective as of the

           Effective Date, to the Company receivables owed by the Company to the

           Subscriber in the aggregate amount of U.S. $ 1,200,000,000, of which

           U.S. $ 888,000,000 as specified in Annex B attached hereto is

           assigned and contributed by Fiat S.p.A., and U.S. $ 312,000.000 as

           specified in Annex B attached hereto is assigned and contributed by

           Sicind S.p.A. (collectively the "Receivables").



2.2        The Company hereby, effective as of the Effective Date, accepts the

           Receivables in full satisfaction of Subscriber's obligation to pay up

           the Series A Preference Shares, which shares upon issuance in

           exchange for the Receivables are fully paid and non-assessable.



2.3        The amount by which the amount of the Receivables exceeds the par

           value of the Series A Preference Shares hereby issued shall be

           carried to the



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{PAGE}



           Company's share premium reserve attributable to Series A preference

           shares.



2.4        The parties undertake to co-operate in the completion of any

           formalities under applicable law required to perfect the contribution

           and assignment to the Company of the Receivables.



2.5        For the avoidance of doubt it is hereby explicitly agreed that the

           Receivables will be extinguished by their contribution and assignment

           to the Company and, to the extent required, the Company's obligation

           to repay the Receivables is set off against the Subscriber's

           obligation to pay up the Series A Preference Shares hereby issued.



GOVERNING LAW



Article 3.



3.1        This agreement shall be governed by and construed in accordance with

           the laws of the Netherlands.



3.2        Any disputes arising out or in connection with this agreement shall

           be submitted to the exclusive jurisdiction of the competent courts in

           Amsterdam.



TRANSFERABILITY



Article 4.



4.1        The parties agree that, subject to applicable securities laws, the

           Series A Preference Shares may be transferred by any Subscriber to

           third parties at any time, and the Company agrees to execute (and

           acknowledge, if requested) and deliver such additional documents and

           instruments and to perform such additional acts as may be necessary

           or appropriate to permit the transfer of any or all of the Series A

           Preference Shares to third parties by any Subscriber.



4.2        Representations of the Company:



           (i) Neither the Company, nor any of its Affiliates (as defined in

           Rule 501(b) of Regulation D ("Regulation D") under the United States

           Securities Act of 1933, as amended (the "Securities Act")), nor any

           person acting on its or their behalf has made or will make, directly

           or indirectly, offers or sales of any security, or solicited offers

           to buy any security, under circumstances



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{PAGE}



           that would require the registration of the Securities under the

           Securities Act.



           (ii) Neither the Company, nor any of its Affiliates, nor any person

           acting on its or their behalf has engaged or will engage in any form

           of general solicitation or general advertising (within the meaning of

           Regulation D) in connection with any offer or sale of the Securities

           in the United States.



           (iii) The Securities satisfy the eligibility requirements of Rule

           144A(d)(3) under the Securities Act.



           (iv) The Company is not an "investment company" within the meaning of

           the U.S. Investment Company Act of 1940 or a "passive foreign

           investment company" within the meaning of Section 1297 of the U.S.

           Internal Revenue Code of 1986.



ANNEXES



The attachment Annex A contains the Terms and Conditions of the Series A

Preference Shares



The attachment Annex B contains the description of the Receivables to be

exchanged for the Series A Preference Shares and the allocation thereof.



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{PAGE}





IN WITNESS WHEREOF, this agreement has been signed and executed on the day first

above written.



Fiat S.p.A.                                      Sicind S.p.A.

By:                                              By:



/s/ Ferruccio Luppi                              /s/ Mauro Busi

---------------------------                      ------------------------

Ferruccio Luppi                                  Mauro Busi

Chief Financial Officer                          Director





CNH Global N.V.

By:



/s/ Paolo Monferino

---------------------------

Paolo Monferino

President and Chief Executive Officer



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{PAGE}





                                                                         ANNEX A





                                 CNH GLOBAL N.V.



                      RESOLUTION OF THE BOARD OF DIRECTORS



The undersigned:



COVA, Bruno

DIANA, Alfredo

HILER, Edward A.



HUDSON, Katherine M.

LIPPER, Kenneth

LUPPI, Ferruccio

MONFERINO, Paolo

MORCHIO, Giuseppe

MURPHY, Michael E.

PROVAN, James L.C.

ROSSO, Jean-Pierre  Chairman



being all of the Directors of CNH GLOBAL N.V. (hereinafter the "Company")



WHEREAS



The Board of Directors of the Company has determined that it is in the best

interest of the Company to increase its issued and outstanding share capital

through the issuance in a private placement (the "Private Placement") to Fiat

S.p.A. and one or more affiliates of Fiat (together, the "Fiat Affiliates") of

up to 8,000,000 (eight million) of the Company's automatically convertible

Series A preference shares of par value Euro 2.25 per share (the "Series A

Preference Shares") in consideration of the retirement of U.S. $2,000,000,000

(two billion) face value principal amount of short term and long term debt (the

"Debt") owed by the Company to the Fiat Affiliates, the amounts, maturities and

interest rates of which have been negotiated and agreed by the Company's

management with the Fiat Affiliates (the "Transaction");



WHEREAS



The Extraordinary General Meeting of Shareholders of the Company, held in

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