RESTATED CERTIFICATE OF INCORPORATIONOFCATERPILLAR INC.
follows:

Caterpillar Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as

1. The present name of the corporation is Caterpillar Inc. The name under which the corporation was originallyincorporated was in Delaware was Caterpillar Inc. and the original Certificate of Incorporation of the corporation
was filed with the Secretary of State of the State of Delaware on March 12, 1986.
2. This Restated Certificate of Incorporation of the corporation only restates and integrates, and does not further
amend, the provisions of the Restated Certificate of Incorporation of the corporation, as heretofore amended,and there is no discrepancy between those provisions and the provisions of this Restated Certificate ofIncorporation.
3. This Restated Certificate of Incorporation has been duly adopted in accordance with Section 245 of the General
Corporation Law of the State of Delaware (the “DGCL”).
4. Pursuant to Section 245 of the DGCL, the Restated Certificate of Incorporation of the corporation, as heretofore
amended, is hereby restated and integrated to read in its entirety as set forth on Exhibit 1.
5. This Restated Certificate of Incorporation shall become effective at 12:01 a.m., Eastern Time, on this 3rd day ofFebruary 2020.
IN WITNESS WHEREOF, said Caterpillar Inc. has caused this certificate to be signed by D. James Umpleby III, itsChief Executive Officer, and attested by Suzette M. Long, its Chief Legal Officer and General Counsel, this 29th day ofJanuary 2021.
Caterpillar Inc.
By: /s/ D. James Umpleby III
Name: D. James Umpleby III
Title: Chief Executive Officer
ATTEST:
By: /s Suzette M. Long
Name: Suzette M. Long
Title: Chief Legal Officer and General Counsel

RESTATED CERTIFICATE OF INCORPORATIONOFCATERPILLAR INC.
FIRST: The name of this corporation is Caterpillar Inc.
SECOND: The address of the registered office of the corporation in the State of Delaware is Corporation
Service Company, 251 Little Falls Drive in the City of Wilmington, 19808 County of New Castle, and the nameof its registered agent at that address is Corporation Service Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
FOURTH: (a) The corporation is authorized to issue two classes of shares to be designated, respectively,"common stock" and "preferred stock." The total number of such shares shall be two billion and five million(2,005,000,000), all of which shares shall have a par value of $1.00 per share. The total number of shares ofcommon stock authorized to be issued shall be two billion (2,000,000,000) and the total number of shares ofpreferred stock authorized to be issued shall be five million (5,000,000).
(b) The shares of preferred stock may be issued from time to time in one or more series. The Board of
Directors is hereby authorized to establish from time to time by resolution or resolutions the number of shares
to be included in each such series, and to fix the designation, powers, preferences and rights of the sharesof each such series and the qualifications, limitations or restrictions thereof, including but not limited to thefixing or alteration of the dividend rights, dividend rate or rates, conversion rights, voting rights, rights andterms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidationpreferences of any wholly unissued series of shares of preferred stock, and the number of shares constituting
any such series and the designation thereof, or any or all of them; and to increase or decrease the numberof shares of any series subsequent to the issue of shares of that series, but not below the number of sharesof such series then outstanding. In case the number of shares of any series shall be so decreased, the sharesconstituting such decrease shall resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
FIFTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shallhave power to make, alter, amend and repeal the bylaws (except so far as the bylaws adopted by thestockholders shall otherwise provide). Any bylaws made by the Board of Directors under the powers
conferred hereby may be altered, amended or repealed by the Board of Directors or by the stockholders.
Notwithstanding the foregoing and anything contained in this Certificate of Incorporation to the contrary,
Sections 1(b)(ii), 1(c) and 3(f) of Article II, and Section 1 of Article III of the bylaws shall not be altered,amended or repealed, and no provisions inconsistent therewith shall be adopted, without the affirmative
vote of the holders of not less than a majority of the outstanding stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class (it being understood that for thepurposes of this Article FIFTH, each share shall have one vote except as otherwise provided in accordancewith Article FOURTH).
SIXTH: (a) The number of directors which shall constitute the whole Board of Directors of this corporation
shall be as specified in the bylaws of the corporation, subject to the provisions of Article FIFTH herein andthis Article SIXTH.
(b) At each annual meeting of stockholders, directors shall be elected for a term of office to expire at the next
annual meeting of stockholders, with each director to serve until his successor is duly elected and qualified oruntil his death, resignation or removal.
(a) No decrease in the number of directors constituting the Board of Directors shall shorten the term of any
incumbent director.
(b) Newly created directorships resulting from any increase in the number of directors and any vacancies on
the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filledby the affirmative vote of a majority of the remaining directors then in office (and not by stockholders), eventhough less than a quorum of the Board of Directors. Any director elected in accordance with the preceding
sentence shall hold office until the next annual meeting of stockholders and until such director's successor shallhave been elected and qualified.
(c) Any director may be removed from office without cause but only by the affirmative vote of the holders of notless than a majority of the outstanding stock of the corporation entitled to vote generally in the election ofdirectors, voting together as a single class (it being understood that for the purpose of this Article SIXTH, eachshare shall have one vote except as otherwise provided in accordance with Article FOURTH).
(d) Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock issued
by this corporation having a preference over the common stock as to dividends or upon liquidation, shall havethe right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders,the election, term of office, filling of vacancies, terms of removal and other features of such directorships shallbe governed by the terms of Article FOURTH and the resolution or resolutions establishing such class or series
adopted pursuant thereto.
SEVENTH: (a) Any action required or permitted to be taken by the stockholders of the corporation must beeffected at a duly called annual or special meeting of such holders and may not be effected by any consent inwriting by such holders.
(b) Special meetings of the stockholders of this corporation for any purpose or purposes may be called at any
time by the Chairman of the Board, the Chief Executive Officer, the Secretary or by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of Directors, but such special meetings
may not be called by any other person or persons, except as otherwise provided in the bylaws of thiscorporation.
(c) Advance notice of stockholder nominations for the election of directors shall be given in the manner provided
in the bylaws of this corporation.
(d) Election of directors need not be by written ballot unless the bylaws of this corporation shall so provide.
EIGHTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in thisCertificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate ofIncorporation, and all rights conferred on stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, the affirmative vote of not less than a majority of the total voting power of all
outstanding shares of stock in this corporation entitled to vote generally in the election of directors voting

together as a single class (it being understood that for the purposes of this Article EIGHTH, each share shallhave one vote except as otherwise provided in accordance with Article FOURTH) shall be required to alter,
amend or repeal, or adopt any provisions inconsistent with the provisions set forth in Articles FIFTH, SIXTH,SEVENTH, and this Article EIGHTH.
NINTH: No director shall be personally liable to the corporation or any stockholders for monetary damages forbreach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable
under Section 174 of Title 8 of the Delaware Code (relating to the Delaware General Corporation Law) or any
amendment thereto or any successor provision thereto or shall be liable by reason that, in addition to any andall other requirements for such liability, such director (i) shall have breached the duty of loyalty to the corporationof its stockholders, (ii) shall not have acted in good faith, or, in failing to act, shall not have acted in good faith,(iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing toact, shall have acted in a manner involving intentional misconduct or a knowing violation of law, or (iv) shallhave derived an improper personal benefit. Neither the amendment nor repeal of this Article NINTH, nor theadoption of any provision of the Certificate of Incorporation inconsistent with this Article NINTH, shall eliminate
or reduce the effect of this Article NINTH in respect of any matter occurring, or any cause of action, suit or claim
that, but for this Article NINTH would accrue or arise, prior to such amendment, repeal or adoption of aninconsistent provision.