Exhibit 4.2 - amendment to Tax Deferred Savings Plan


    Exhibit
      4.2

     

    AMENDMENT
      OF THE 

    CATERPILLAR
      INC. TAX DEFERRED SAVINGS PLAN

     

     

    WHEREAS,
      Caterpillar Inc. (the “Company”) sponsors the Caterpillar Inc. Tax Deferred
      Savings Plan (the “Plan”); and

     

    WHEREAS,
      pursuant
      to a Letter of Agreement, the Company may amend the Plan to make changes to
      the
      administrative rules governing Plan operation if the same changes are made
      to
      the Caterpillar 401(k) Plan (the “401(k) Plan”) and if notice is given to the
      union; and

     

    WHEREAS,
      similar
      changes to those set forth below have been made to the 401(k) Plan and notice
      has been given to the union.

     

    NOW,
      THEREFORE, the
      Plan be and it hereby is amended, effective as of the dates contained
      herein.

     

     

    A. 
      Automatic
      Rollovers

     

    Effective
      March 28,
      2005, the second sentence in paragraph 7.02(c) of the Plan is amended by
      deleting the period at the end and substituting the following in lieu
      thereof:

     

     

    “;
      provided that,
      effective March 28, 2005, if the Participant’s Account balance (including his
      rollover contributions) exceeds $1,000 and if the Participant does not elect
      to
      have such distribution paid directly to an eligible retirement plan specified
      by
      the Participant in a direct rollover or to receive the distribution directly
      in
      accordance with this Section 7, the Plan Administrator shall pay the
      distribution in a direct rollover to an individual retirement plan designated
      by
      the Plan Administrator.”

     

     

    
      
        B. 
          Hardship
          Withdrawals

      

    

    
    

    
      
        Effective
          August
          19, 2005, subsection 7.04 of the Plan is amended by deleting the word “or” at
          the end of third bullet thereof, by deleting the period at the end of fourth
          bullet thereof and replacing it with a semi-colon, and by adding the following
          new bullets immediately thereafter to read as follows:

      

    

     

    
      ·  the
        Participant’s
        need to pay for burial or funeral expenses for the Participant’s deceased
        parent, spouse, children or dependents; or

    

     

    
      ·  the
        Participant’s
        need to pay for expenses for the repair of damage to the Participant’s principal
        residence that would qualify for the casualty deduction under Code Section
        165
        (determined without regard to whether the loss exceeds 10% of adjusted gross
        income).

    

     

     

    C. 
      Mandatory
      Distribution of “Gap Period” Income (or Loss) For ADP Testing
      Failures

     

    Effective
      for Plan
      Years beginning on or after January 1, 2005, subsection 17.04 of the Plan is
      amended by the addition of the following sentence at the end
      thereof:

     

    “In
      the event that
      any excess contribution is distributed to any highly compensated employee
      pursuant to this subsection 17.04, the income or loss allocable to such excess
      contribution for the ‘gap period’ between the end of the calendar year and the
      date of the distribution shall also be distributed.”

     

    


    
      
        D. 
          Elimination
          of Mandatory Disaggregation of the ESOP and non-ESOP Portions for Purposes
          of
          ADP Testing

      

    

     

    Effective
      for Plan
      Years beginning on or after January 1, 2005, subsection 17.05 of the Plan is
      deleted in its entirety and the following is substituted in lieu
      thereof:

     

    “17.05 Separate
      Tests

     

    Notwithstanding
      any
      provision of the Plan to the contrary, for Plan Years beginning prior to January
      1, 2005, the tests described in subsection 17.03 shall be conducted separately
      for the employee stock ownership and non-employee stock ownership portions
      of
      the Plan (described in subsection 18.02). 

     

    For
      Plan Years
      beginning on or after January 1, 2005, for purposes of the tests described
      in
      subsection 17.03, the mandatory disaggregation rules under Treasury Regulations
      issued under Code Section 410(b) shall not apply.”

     

     

     

    IN
      WITNESS WHEREOF,
      the Vice President - Human Resources Division has caused this amendment to
      be
      executed on this
13
      day
      of December,
      2005.

     

    /s/
      S. C.
      Banwart  

    S.
      C. Banwart, Vice President  Human
      Resources
      Division