ex_10-8.htm


    EXHIBIT
10.8

    CATERPILLAR
INC.

    DEFERRED
EMPLOYEES’

    INVESTMENT
PLAN

    


    (Amended
and Restated as of June 1, 2009)

     

     

    
      
        
          

        



       

      ARTICLE
I  DEFINITIONS

      
        	
                 
      

              	
                1.1

              	
                General.

              


      

      
        	
                 
      

              	
                1.2

              	
                Construction.

              


      

       

      ARTICLE
II  ELIGIBILITY AND PARTICIPATION

      
        	
                 
      

              	
                2.1

              	
                Existing
      Participants.

              


      

      
        	
                 
      

              	
                2.2

              	
                New
      Participants.

              


      

       

      ARTICLE
III  DEFERRAL CREDITS AND MATCHING CREDITS

      
        	
                 
      

              	
                3.1

              	
                Credits
      Ceased.

              


      

      
        	
                 
      

              	
                3.2

              	
                Deferral
      Credits.

              


      

      
        	
                 
      

              	
                3.3

              	
                Matching
      Credits.

              


      

       

      ARTICLE
IV  VESTING

      
        	
                 
      

              	
                4.1

              	
                Vesting.

              


      

       

      ARTICLE
V  INVESTMENT OF ACCOUNTS

      
        	
                 
      

              	
                5.1

              	
                Adjustment of
      Accounts.

              


      

      
        	
                 
      

              	
                5.2

              	
                Investment
      Direction.

              


      

      
        	
                 
      

              	
                5.3

              	
                Special
      Company Stock Fund Provisions.

              


      

      
        	
                 
      

              	
                5.4

              	
                Application
      to Beneficiaries.

              


      

       

      ARTICLE
VI  DISTRIBUTIONS

      
        	
                 
      

              	
                6.1

              	
                General Right
      to Receive Distribution

              


      

      
        	
                 
      

              	
                6.2

              	
                Amount of
      Distribution.

              


      

      
        	
                 
      

              	
                6.3

              	
                Form of
      Distribution.

              


      

      
        	
                 
      

              	
                6.4

              	
                Timing of
      Distribution.

              


      

      
        	
                 
      

              	
                6.5

              	
                Payment Upon
      Death.

              


      

      
        	
                 
      

              	
                6.6

              	
                Scheduled
      Distributions.

              


      

      
        	
                 
      

              	
                6.7

              	
                Unscheduled
      Distributions.

              


      

      
        	
                 
      

              	
                6.8

              	
                Withholding.

              


      

       

      ARTICLE
VII  SPIN-OFF TO SDCP

      
        	
                 
      

              	
                7.1

              	
                General.

              


      

      
        	
                 
      

              	
                7.2

              	
                Amounts
      Spun-Off.

              


      

      
        	
                 
      

              	
                7.3

              	
                Allocation of
      Amounts.

              


      

      
        	
                 
      

              	
                7.4

              	
                Deferral
      Elections.

              


      

      
        	
                 
      

              	
                7.5

              	
                Effective
      Date of Spin-Off.

              


      

       

      ARTICLE
VIII  ADMINISTRATION OF THE PLAN

      
        	
                 
      

              	
                8.1

              	
                General
      Powers and Duties.

              


      

      
        	
                 
      

              	
                8.2

              	
                Certain
      Exercise of Discretion Prohibited.

              


      

      
        	
                 
      

              	
                8.3

              	
                Claims
      Procedures.

              


      

       

      ARTICLE
IX  AMENDMENT

      
        	
                 
      

              	
                9.1

              	
                Amendment.

              


      

      
        	
                 
      

              	
                9.2

              	
                Effect of
      Amendment.

              


      

      
        	
                 
      

              	
                9.3

              	
                Termination.

              


      

       

      ARTICLE
X  GENERAL PROVISIONS

      
        	
                 
      

              	
                10.1

              	
                Participant’s
      Rights Unsecured.

              


      

      
        	
                 
      

              	
                10.2

              	
                No Guaranty
      of Benefits.

              


      

      
        	
                 
      

              	
                10.3

              	
                No
      Enlargement of Employee Rights.

              


      

      
        	
                 
      

              	
                10.4

              	
                Section
      409A.

              


      

      
        	
                 
      

              	
                10.5

              	
                Spendthrift
      Provision.

              


      

      
        	
                 
      

              	
                10.6

              	
                Domestic
      Relations Orders.

              


      

      
        	
                 
      

              	
                10.7

              	
                Incapacity of
      Recipient.

              


      

      
        	
                 
      

              	
                10.8

              	
                Successors.

              


      

      
        	
                 
      

              	
                10.9

              	
                Limitations
      on Liability.

              


      

      
        	
                 
      

              	
                10.10

              	
                Conflicts.

              


      

      


      
        
          
 

      

    

     

     

    DEFERRED
EMPLOYEES’ INVESTMENT PLAN

     

    PREAMBLE

     

    Effective June 30,
1995, Caterpillar Inc. (the “Company”) established the Caterpillar Inc. Deferred
Employees’ Investment Plan (the “Plan”).  The Plan has been amended
and/or restated on a number of occasions.  By the execution of this
document, the Company hereby amends and restates the Plan in its entirety,
effective as of June 1, 2009.

     

     

    ARTICLE
I

    DEFINITIONS

     

    1.1           General.  When a word or
phrase appears in the Plan with the initial letter capitalized, and the word or
phrase does not begin a sentence, the word or phrase shall be a term defined in
this Article I, unless a clearly different meaning is required by the
context in which the word or phrase is used or the word or phrase is defined for
a limited purpose elsewhere in the Plan document:

     

    (a)           “401(k)
Plan” means
the Caterpillar 401(k) Plan, as amended or any successor to such
plan.

     

    (b)           “Adopting
Affiliate” means any Affiliate
that has been authorized by the Company to adopt the Plan and which has adopted
the Plan.  All Affiliates that adopted the Plan on or before the
Effective Date and that had not terminated such adoption shall continue to be
Adopting Affiliates but no Affiliate that was not an Adopting Affiliate as of
the Effective Date shall be permitted to adopt the Plan.

     

    (c)           “Affiliate” means a parent business
that controls, or a subsidiary business that is controlled by, the
Company.

     

    (d)           “Base
Pay” means
the base salary paid to a Participant as determined in accordance with the
established pay practices of the Company and Adopting
Affiliates.  Base Pay shall include any lump-sum base salary
adjustment and any variable base pay.

     

    (e)           “BFC” means the Benefit Funds
Committee of the Company, which is the committee formed by resolution of the
Board of Directors of the Company, and which has the responsibility and
authority to ensure proper operation and management of the financial aspects of
the 401(k) Plan.

     

    (f)           “Board” means the Board of
Directors of the Company, or any authorized committee of the Board.

     

    (g)           “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any regulations
promulgated thereunder.

     

    (h)           “Company” means Caterpillar Inc.,
and, to the extent provided in Section 10.8 (Successors) below,
any successor corporation or other entity resulting from a merger or
consolidation into or with the Company or a transfer or sale of substantially
all of the assets of the Company.

     

    (i)           “Company
Stock” means
common stock issued by the Company.

     

    (j)           “Company
Stock Fund” means the Investment
Fund described in Section 5.3 (Special Company Stock Fund
Provisions).

     

    (k)           “Deferral
Credits” means the deferral
credits allocated to a Participant in accordance with Section 3.2 (Deferral
Credits).

     

    (l)           “Director” means the Company’s
Director of Compensation + Benefits.

     

    (m)           “Disability”
or “Disabled” means that a
Participant is “totally and permanently disabled” and eligible to receive
long-term disability benefits pursuant to the terms and provisions of the
long-term disability plan sponsored by the Company or an Affiliate in which the
Participant participates.

     

    (n)           “Effective
Date” means
March 25, 2007.

     

    (o)           “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and any
regulations promulgated thereunder.

     

    (p)           “ESTIP” means the Caterpillar
Inc. Executive Short-Term Incentive Plan, as amended or any predecessor or
successor to such plan.

     

    (q)           “Incentive
Compensation” means STIP Pay, LTCPP
Pay and Lump-Sum Awards.

     

    (r)            “Investment
Fund” means
the notional investment funds established by the terms of the Plan pursuant to
Article V (Investment of
Accounts).

     

    (s)           “LTCPP
Pay” means
the amounts designated by the Company as the cash-based performance award under
the “Long-Term Cash Performance Plan” and paid pursuant to the terms of the
Caterpillar Inc. 2006 Long-Term Incentive Plan (or any predecessor to such
plan).

     

    (t)           “Lump-Sum
Award” means
the discretionary lump-sum cash awards paid to employees pursuant to the uniform
and nondiscriminatory pay practices of the Company or an Affiliate, but not
including any lump-sum base salary adjustment.

     

    (u)           “Matching
Credits” means the matching
credits allocated to a Participant in accordance with Section 3.3 (Matching
Credits).

     

    (v)           “Participant” means an employee of
the Company or any Adopting Affiliate who had satisfied the eligibility
requirements for participation in the Plan as of March 31, 2007 and who, as of
such date, has amounts credited to his accounts under this Plan.

     

    (w)           “Plan” means the Caterpillar
Inc. Deferred Employees’ Investment Plan, as set forth herein and as it may be
amended from time to time.

     

    (x)           “Plan
Administrator” means the Director.

     

    (y)           “Plan
Year” means
the calendar year.

     

    (z)           “Post-1996
Deferrals” means the Deferral
Credits made by a Participant on and after January 1, 1997 and before January 1,
2005 (including the earnings/losses thereon).

     

    (aa)           “Post-2004
Deferrals” means the Deferral
Credits and Matching Credits made by a Participant on and after January 1, 2005
determined pursuant to Section 7.2 (Amounts
Spun-Off).

     

    (bb)           “SDCP” means the Caterpillar
Inc. Supplemental Deferred Compensation Plan, as amended.

     

    (cc)           “STIP” means the Caterpillar
Inc. Short-Term Incentive Plan, as amended or any successor to such
plan.

     

    (dd)           “STIP
Pay” means
amounts paid to employees of the Company or an Adopting Affiliate pursuant to
the terms of STIP and/or ESTIP.

     

    (ee)           “Valuation
Date” means
each day of the Plan Year on which the New York Stock Exchange is open for
trading.

     

    1.2           Construction.  The masculine
gender, when appearing in the Plan, shall include the feminine gender (and vice
versa), and the singular shall include the plural, unless the Plan clearly
states to the contrary.  Headings and subheadings are for the purpose
of reference only and are not to be considered in the construction of the
Plan.  If any provision of the Plan is determined to be for any reason
invalid or unenforceable, the remaining provisions shall continue in full force
and effect.  All of the provisions of the Plan shall be construed and
enforced according to the laws of the State of Illinois without regard to conflict of law
principles and shall be administered according to the laws of such state,
except as otherwise required by ERISA, the Code, or other Federal
law.

     

     

    ARTICLE
II

    ELIGIBILITY
AND PARTICIPATION

     

    2.1           Existing
Participants.  Each individual
who was a Participant in the Plan as of the Effective Date shall continue as
such, subject to the provisions hereof.

     

    2.2           New
Participants.  No individual
shall become eligible to participate in the Plan after the Effective
Date.

     

     

    ARTICLE
III

    DEFERRAL
CREDITS AND MATCHING CREDITS

     

    3.1           Credits
Ceased.  Effective as of
March 26, 2007, all credits (other than credits associated with adjustment of
accounts pursuant to Section 5.1 (Adjustment of
Accounts) to the Plan shall cease.  Participants shall not be
permitted to make Deferral Credits and the Plan Administrator shall no longer
allocate Matching Credits to Participants’ accounts.

     

    3.2           Deferral
Credits.  Immediately prior
to March 26, 2007, Participants were permitted to elect to supplement the
deferrals made pursuant to the 401(k) Plan by deferring the receipt of up to 70%
(designated in whole percentages) of the Base Pay and Incentive Compensation
otherwise payable to the Participant by the Company or an Adopting Affiliate in
any Plan Year.  The deferrals made prior to March 26, 2007 were
subject to the provisions of the Plan as in effect at the time the deferral
election was made and such uniform and non-discriminatory rules as were adopted
by the Plan Administrator in that regard.

     

    3.3           Matching
Credits.  For periods ending
on or before the Effective Date, the Plan Administrator allocated matching
credits to the Participant’s accounts in an amount equal to: (a) 6% of the Base
Pay deferred by the Participant as Deferral Credits and (b) 100% of the STIP Pay
and Lump-Sum Awards deferred by the Participant as Deferral Credits (up to a
maximum of 6% of the Participant’s STIP Pay and Lump-Sum Awards for the relevant
Plan Year).  LTCPP Pay deferred by the Participant as Deferral Credits
was not considered when determining Matching Credits.

     

     

    ARTICLE
IV

    VESTING

     

    4.1           Vesting.  Subject to Section
10.1 (Participant’s
Rights Unsecured), each Participant shall at all times be fully vested in
all amounts credited to or allocable to his accounts hereunder and his rights
and interest therein shall not be forfeitable.

     

     

    ARTICLE
V

    INVESTMENT
OF ACCOUNTS

     

    5.1           Adjustment
of Accounts.  Except as
otherwise provided elsewhere in the Plan, as of each Valuation Date, each
Participant’s accounts will be adjusted to reflect the positive or negative rate
of return on the Investment Funds selected by the Participant pursuant to
Section 5.2(b) (Investment Direction -
Participant Directions).  The rate of return will be determined
by the Plan Administrator pursuant to Section 5.2(f) (Investment Direction –
Investment Performance) and will be credited or charged in accordance
with policies applied uniformly to all Participants.

     

    5.2           Investment
Direction.  

     

    (a)           Investment
Funds.  Each Participant may direct the notional investment of
amounts credited to his Plan accounts in one or more of the Investment
Funds.  The Investment Funds shall, at all times, be notional funds
that track the returns of the investment funds selected by the BFC for purposes
of the 401(k) Plan and made available to 401(k) Plan participants.  In
addition, the Investment Funds shall, at all times, include a Company Stock Fund
as described in Section 5.3 (Special Company Stock Fund
Provisions). Neither the Company, each Adopting Affiliate, the Plan
Administrator, the BFC, nor any other party shall have any responsibility, duty
of care (whether express or implied) or liability to any participant in regards
to designation of the Investment Funds as set forth in this Section
5.2(a).

     

    (b)           Participant
Directions.  Each Participant may direct that all of the
amounts attributable to his accounts be invested in a single Investment Fund or
may direct that whole percentage increments of his accounts be invested in such
fund or funds as he shall desire in accordance with such procedures as may be
established by the Plan Administrator.  Unless the Plan Administrator
prescribes otherwise, such procedures generally shall mirror the procedures
established under the 401(k) Plan for participant investment
direction.

     

    (c)           Changes
and Intra-Fund Transfers.  Participant investment directions
may be changed, and amounts may be transferred from one Investment Fund to
another, in accordance with the procedures established by the Plan
Administrator.  The designation will remain in effect until changed by
the timely submission of a new designation by the Participant.

     

    (d)           Default
Selection.  In the absence of any designation by the
Participant, such Participant will be deemed to have directed the notional
investment of his accounts in the Investment Fund that tracks the return of the
401(k) Plan investment fund that is designated by the BFC as the “default”
investment fund for purposes of the 401(k) Plan.

     

    (e)            Impact
of Election.  The Participant’s selection of Investment Funds
shall serve only as a measurement of the value of the Participant’s Accounts
pursuant to Section 5.1 (Adjustment of
Accounts) and this Section 5.2.  None of the Company, the
BFC, or the Plan Administrator are required to actually invest a Participant’s
accounts in accordance with the Participant’s selections.

     

    (f)           Investment
Performance.  Accounts shall be adjusted on each Valuation Date
to reflect investment gains and losses as if the accounts were invested in the
Investment Funds selected by the Participants in accordance with this
Section 5.2 and charged with any and all reasonable expenses as provided in
paragraph (g) below.  The earnings and losses determined by the Plan
Administrator in good faith and in his discretion pursuant to this Section 5.2
shall be binding and conclusive on the Participant, the Participant’s
beneficiary and all parties claiming through them.

     

    (g)           Charges.  The
Plan Administrator may (but is not required to) charge Participants’ accounts
for the reasonable expenses of administration including, but not limited to,
carrying out and/or accounting for investment instructions directly related to
such accounts.

     

    5.3           Special
Company Stock Fund Provisions.  

     

    (a)           General.  A
Participant’s interest in the Company Stock Fund shall be expressed in whole and
fractional notional units of the Company Stock Fund.  The Company
Stock Fund shall track an investment in Company Stock in the same manner as the
401(k) Plan’s company stock fund.  Accordingly, the value of a unit in
the Plan’s Company Stock Fund shall be the same as the value of a unit in the
401(k) Plan’s company stock fund.  Notwithstanding the foregoing, if
and to the extent that a company stock fund is no longer maintained under the
401(k) Plan, the Plan Administrator shall establish such rules and procedures as
are necessary to maintain the Company Stock Fund hereunder.

     

    (b)           Investment
Directions.  A Participant’s ability to direct investments into
or out of the Company Stock Fund shall be subject to such procedures as the Plan
Administrator may prescribe from time to time to assure compliance with Rule
16b-3 promulgated under Section 16(b) of the Securities Exchange Act of 1934, as
amended, and other applicable requirements.  Such procedures also may
limit or restrict a Participant’s ability to make (or modify previously made)
deferral and distribution elections pursuant to Articles III (Deferral Credits and
Matching Credits) and VI (Distributions),
respectively.  In furtherance, and not in limitation, of the
foregoing, to the extent a Participant acquires any interest in an equity
security under the Plan for purposes of Section 16(b), the Participant shall not
dispose of that interest within six months, unless specifically exempted by
Section 16(b) or any rules or regulations promulgated thereunder.

     

    (c)           Compliance
with Securities Laws.  Any elections to transfer amounts from
or to the Company Stock Fund to or from any other Investment Fund, shall be
subject to all applicable securities law requirements, including but not limited
to the last sentence of paragraph (b) above and Rule 16b-3 promulgated by the
Securities Exchange Commission.  To the extent that any election
violates any securities law requirement or the Company’s stock trading policies
and procedures, the election shall be void.

     

    (d)           Compliance
with Company Trading Policies and Procedures.  Any elections to
transfer amounts from or to the Company Stock Fund to or from any other
Investment Fund, shall be subject to all Company Stock trading policies
promulgated by the Company.  To the extent that any election violates
any such trading policy or procedures, the election shall be void.

     

    5.4           Application
to Beneficiaries.  Following the
death of a Participant, the term “Participant” in this Article V shall refer to
the Participant’s beneficiary described in Section 6.5 (Payment Upon
Death).

     

     

    ARTICLE
VI

    DISTRIBUTIONS

     

    6.1           General
Right to Receive Distribution  Following
termination of employment with the Company, death or Disability, the
Participant’s accounts will be distributed in the manner and at the time
provided in Sections 6.3 (Form of Distribution)
and 6.4 (Timing of
Distribution) or Section 6.5 (Payment Upon Death),
as applicable.  A transfer of a Participant from the Company or any
Affiliate to any other Affiliate or the Company shall not be deemed to be a
termination of employment with the Company for purposes of this Article
VI.

     

    6.2           Amount of
Distribution.  The amount
distributed to a Participant shall be based on the vested amounts credited to
the Participant’s accounts as of the Valuation Date immediately preceding the
date of the distribution.  Amounts shall be valued at the fair market
value on the relevant Valuation Date determined pursuant to uniform and
non-discriminatory procedures established by the Plan
Administrator.

     

    6.3           Form of
Distribution.  

     

    (a)           Default
Form of Distribution.  Accounts shall be distributed in cash in
a single lump-sum payment.

     

    (b)           Optional
Form of Distribution.  A Participant may elect to receive his
distribution in the form of quarterly, semi-annual or annual cash installments
for a period of up to fifteen years by filing an election with the Plan
Administrator before the last Company business day of November of the second
year that precedes the year the distribution is scheduled to commence pursuant
to Section 6.4 (Timing
of Distribution).  If an election pursuant to this paragraph
(b) of this Section 6.3 cannot be honored because it was not timely filed,
distributions shall be made in accordance with the most recent valid election
made by the Participant that precedes the invalid election.  If no
such election exists, distributions shall be made in a single Lump-Sum in
accordance with paragraph (a) of this Section 6.3.

     

    (c)           Change of
Election.  A Participant may change an installment distribution
election by filing a new installment distribution election with the Plan
Administrator before the last Company business day of November of the second
year that precedes the year the distribution is scheduled to commence pursuant
to Section 6.4 (Timing
of Distribution).  There shall be no limitation on the number
of times that a Participant may change his election in accordance with this
paragraph (c).

     

    6.4           Timing of
Distribution.  

     

    (a)           Default
Timing of Distribution.  Accounts shall be distributed within
an administratively reasonable period of time following the Participant’s
termination of employment, death or Disability.

     

    (b)           Deferral
of Distribution.  A Participant may elect to defer the
distribution of his accounts beyond his termination of employment, death or
Disability by filing an election with the Plan Administrator: (1) while the
Participant is employed by the Company or an Affiliate and (2) before the last
Company business day of November in the year prior to the year during which the
Participant’s termination of employment, death or Disability
occurs.  If an election pursuant to this paragraph (b) cannot be
honored because it was not timely filed, distributions shall be made in
accordance with the most recent valid election made by the Participant that
precedes the invalid election.  If no such election exists,
distributions shall be made within an administratively reasonable period of time
following the Participant’s termination of employment, death or Disability in
accordance with paragraph (a) of this Section 6.4.

     

    (c)           Change of
Election.  An election made pursuant to paragraph (b) of this
Section 6.4 or election made effective as a result of paragraph (e)(1) of this
Section 6.4 may be changed by the Participant by filing a new election with the
Plan Administrator: (1) while the Participant is employed by the Company or an
Adopting Affiliate and (2) before the last Company business day of November in
the year prior to the year during which the Participant’s termination of
employment, death or Disability occurs.  There shall be no limitation
on the number of times that a Participant may change his election in accordance
with this paragraph (c).

     

    (d)           Date
Elected By Participant.  The date elected by a Participant
pursuant to paragraphs (b) or (c) of this Section 6.4 must be the first day of
any calendar quarter.  Notwithstanding the foregoing, if as of the
Effective Date, a Participant had made an election whereby the date of
distribution elected is not the first day of a calendar quarter, such election
shall be honored unless and until the Participant initiates a change to the
timing of distribution pursuant to this Section 6.4 or the form of distribution
pursuant to Section 6.3 (Form of
Distribution).

     

    (e)           Revocation
of Election.

     

    (1)           Automatic
Revocation.  If, as of the distribution date elected by the
Participant pursuant to paragraphs (b) or (c) of this Section 6.4 the
Participant, is: (i) employed by the Company or an Affiliate and (ii) not
Disabled, such election shall be automatically revoked and distributions shall
be made within an administratively reasonable period of time following the
Participant’s termination of employment, death or Disability in accordance with
paragraph (a) of this Section 6.4.  Notwithstanding the foregoing, if
the distribution date is automatically revoked pursuant to this paragraph (e)(1)
and the distribution was to be made in the form of cash installments pursuant to
Section 6.3 (Form of
Distribution), the date of distribution shall be the first day of the
next calendar quarter that is within an administratively feasible period of time
following the Participant’s termination of employment, death or Disability in
accordance with paragraph (a) of this Section 6.4.  Nothing contained
in this paragraph (e)(1) shall prevent a Participant from changing his election
pursuant to paragraph (c) of this Section 6.4.

     

    (2)           Election
Irrevocable Following Termination of Employment.  At all times
following the Participant’s termination of employment with the Company or an
Affiliate, the Participant’s elections made pursuant to this Section 6.4 shall
be irrevocable.

     

    6.5           Payment
Upon Death.  

     

    (a)           Beneficiary
Designation.  If a Participant should die before receiving a
full distribution of his Plan accounts, distribution shall be made to the
beneficiary designated by the Participant, in accordance with such uniform rules
and procedures as may be adopted by the Plan Administrator from time to
time.  If a Participant has not designated a beneficiary, or if no
designated beneficiary is living on the date of distribution, then the
Participant’s beneficiary shall be that person or persons entitled to receive
distributions of the Participant’s accounts under the 401(k) Plan.

     

    (b)           Timing
and Form of Payment to Beneficiary.

     

    (1)           Payments
Commenced at Time of Death.  If, at the time of the
Participant’s death, installment payments of the Participant’s accounts have
commenced pursuant to this Article VI, such payments shall continue to the
Participant’s beneficiary in the same time and the same form as if the
Participant has remained alive until the last installment payment was scheduled
to be made.

     

    (2)           Payments
Not Commenced at Time of Death.

     

    (i)           Default.  If,
at the time of the Participant’s death, payments of the Participant’s accounts
have not commenced pursuant to this Article VI, the distributions made pursuant
to this Section 6.5 shall be made to the Participant’s beneficiary in accordance
with the then current and valid distribution elections (as to timing and form)
made by the Participant (or, in the absence of such distribution elections, in
accordance with the “default” provisions of this Article VI).

     

    (ii)           Separate
Election.  Notwithstanding the foregoing or anything herein to
the contrary, a Participant may make separate elections regarding the timing and
form of payments to his beneficiary upon his death.  Such separate
beneficiary elections shall be valid only if they meet the requirements of
Section 6.3 (Form of
Distribution) and Section 6.4 (Timing of
Distribution).  In addition, such separate beneficiary
elections may be changed or revoked in accordance with Section 6.3 (Form of Distribution)
and Section 6.4 (Timing of
Distribution).

     

    (3)           No
Changes Permitted by Beneficiary.  In no event shall a
beneficiary be permitted to change the time and/or form of payment relating to a
Participant’s accounts following such Participant’s death either prior to or
following such Participant’s death.

     

    6.6           Scheduled
Distributions.  The Plan as in
effect prior to the Effective Date permitted a Participant to elect, at the time
the Participant elected to make Deferral Credits, to schedule a distribution
date for all or a portion of such Deferral Credits provided: (a) the
distribution date scheduled by the Participant was the first day of any calendar
quarter and (b) the distribution date scheduled by the Participant was at least
four years later than the last day of the Plan Year that includes the Deferral
Credits to which the election relates.  As of the Effective Date, no
Participant had such a scheduled distribution election on file with the Plan
Administrator.  Because Deferral Credits have ceased pursuant to
Section 3.1 (Credits
Ceased) and because there are no scheduled distribution elections on
file, the scheduled distribution provisions of the Plan as in effect prior to
the Effective Date are now without effect.

     

    6.7           Unscheduled
Distributions.  Notwithstanding
anything herein to the contrary, a Participant may elect to receive a lump-sum
cash distribution of his Plan accounts at any time while employed by the Company
or an Affiliate in accordance with this Section 6.7 and the uniform and
non-discriminatory procedures adopted by the Plan Administrator.

     

    (a)           Amount of
Distribution.  A Participant may elect to receive five percent
to one hundred percent (designated in whole percentages by the Participant) of
his Post-1996 Deferrals.  Notwithstanding the foregoing, in no event
shall the amount of the distribution made pursuant to this Section 6.7 be less
than $10,000.00 (determined prior to the application of the forfeiture described
in paragraph (b) below).

     

    (b)           Forfeiture.   Any
distribution made pursuant to this Section 6.7 shall be subject to a forfeiture
equal to 10% of the amount elected.

     

    (c)           Election
Applies to SEIP.  An election for an unscheduled distribution
pursuant to this Section 6.7 shall also apply as an election for an unscheduled
distribution pursuant to the terms and provisions of the Caterpillar Inc.
Supplemental Employees’ Investment Plan.

     

    6.8           Withholding.  All distributions
will be subject to all applicable tax and withholding requirements.

     

     

    ARTICLE
VII

    SPIN-OFF
TO SDCP

     

    7.1           General.  In response to the
enactment of Section 409A of the Code and pursuant to transitional guidance
issued by the Internal Revenue Service and the Department of Treasury, Deferrals
Credits and Matching Credits have been frozen and all amounts deferred and
vested on and before December 31, 2004 are “grandfathered” and thus are not
subject to the requirements of Section 409A.  The Deferral Credits and
Matching Credits made pursuant to the Plan from January 1, 2005 through the
Effective Date (including the earnings/losses thereon) will be spun-off to SDCP
as provided in this Article VII.

     

    7.2           Amounts
Spun-Off.  All amounts
credited to participant accounts pursuant to this Plan on or after January 1,
2005 and through the Effective Date and not fully distributed on or before April
1, 2007 shall be spun-off and allocated to Plan accounts as provided in Section
7.3 (Allocation of
Amounts).  The amounts deferred prior to January 1, 2005 shall
be determined in accordance with Q&A-17 of I.R.S. Notice 2005-1 and any
other applicable guidance issued by the Internal Revenue Service or the
Department of Treasury.

     

    7.3           Allocation
of Amounts.  A Participant’s
Post-2004 Deferrals shall be allocated to the Participant’s accounts in SDCP as
provided therein.

     

    7.4           Deferral
Elections.  Deferral elections made by participants pursuant to
the Plan for amounts to be deferred in 2007 following the Effective Date shall
apply to SDCP as provided therein.

     

    7.5           Effective
Date of Spin-Off.  The spin-off
described in this Article VII shall be effective as of 11:59:59 P.M. on the
Effective Date.

     

     

    ARTICLE
VIII

    ADMINISTRATION
OF THE PLAN

     

    8.1           General
Powers and Duties.  The following list
of powers and duties is not intended to be exhaustive, and the Plan
Administrator shall, in addition, exercise such other powers and perform such
other duties as he may deem advisable in the administration of the Plan, unless
such powers or duties are expressly assigned to another pursuant to the
provisions of the Plan.

     

    (a)           General.  The
Plan Administrator shall perform the duties and exercise the powers and
discretion given to him in the Plan document and by applicable law and his
decisions and actions shall be final and conclusive as to all persons affected
thereby.  The Company and the Adopting Affiliates shall furnish the
Plan Administrator with all data and information that the Plan Administrator may
reasonably require in order to perform his functions.  The Plan
Administrator may rely without question upon any such data or
information.

     

    (b)           Disputes.  Any
and all disputes that may arise involving Participants or beneficiaries shall be
referred to the Plan Administrator and his decision shall be
final.  Furthermore, if any question arises as to the meaning,
interpretation or application of any provisions of the Plan, the decision of the
Plan Administrator shall be final.

     

    (c)           Agents.  The
Plan Administrator may engage agents, including recordkeepers, to assist him and
he may engage legal counsel who may be counsel for the Company.  The
Plan Administrator shall not be responsible for any action taken or omitted to
be taken on the advice of such counsel, including written opinions or
certificates of any agent, counsel, actuary or physician.

     

    (d)           Insurance.  At
the Director’s request, the Company shall purchase liability insurance to cover
the Director in his activities as the Plan Administrator.

     

    (e)           Allocations.  The
Plan Administrator is given specific authority to allocate responsibilities to
others and to revoke such allocations.  When the Plan Administrator
has allocated authority pursuant to this paragraph, the Plan Administrator is
not to be liable for the acts or omissions of the party to whom such
responsibility has been allocated.

     

    (f)           Records.  The
Plan Administrator shall supervise the establishment and maintenance of records
by its agents, the Company and each Adopting Affiliate containing all relevant
data pertaining to any person affected hereby and his or her rights under the
Plan.

     

    (g)           Interpretations.  The
Plan Administrator, in his sole discretion, shall interpret and construe the
provisions of the Plan (and any underlying documents or policies).

     

    (h)           Electronic
Administration.  The Plan Administrator shall have the
authority to employ alternative means (including, but not limited to,
electronic, internet, intranet, voice response or telephonic) by which
Participants may submit elections, directions and forms required for
participation in, and the administration of, the Plan.  If the Plan
Administrator chooses to use these alternative means, any elections, directions
or forms submitted in accordance with the rules and procedures promulgated by
the Plan Administrator will be deemed to satisfy any provision of the Plan
calling for the submission of a written election, direction or
form.

     

    (i)           Accounts.  The
Plan Administrator shall combine the various accounts of a Participant if he
deems such action appropriate.  Furthermore, the Plan Administrator
shall divide a Participant’s accounts into sub-accounts if he deems such action
appropriate.

     

    (j)           Delegation.  The
Plan Administrator may delegate his authority hereunder, in whole or in part, in
his sole and absolute discretion.

     

    8.2           Certain
Exercise of Discretion Prohibited.  Notwithstanding anything
herein to the contrary, the Plan Administrator (or any other individual or
entity to whom the power to exercise discretion hereunder is granted) shall not
exercise the discretion granted in a manner that would create a “material
modification” (as determined pursuant to Notice 2005-1 and any other applicable
guidance issued by the Internal Revenue Service or the Department of Treasury)
to the Plan as it was in effect on October 3, 2004.

     

    8.3           Claims
Procedures.  Benefit claims under the Plan shall be resolved in
accordance with uniform and nondiscriminatory procedures adopted by the Plan
Administrator in accordance with Section 503 of ERISA.

     

     

    ARTICLE
IX

    AMENDMENT

     

    9.1           Amendment.  The Company shall
have the right at any time to amend, in whole or in part, any or all of the
provisions of this Plan by action of the Board of Directors of the Company;
provided, however, if the amendment does not constitute a reallocation of
fiduciary duties among those designated to act under the Plan or an allocation
of fiduciary duties to committees and/or persons not previously designated to
act under the Plan, then the Company’s Vice President, Human Services Division,
shall have the authority to amend the Plan, acting in consultation with the
Company’s Chairman of the Board and the appropriate Group President(s) of the
Company (or in consultation with the full Board of Directors if the Chairman of
the Board deems it necessary and appropriate).  The Company’s Vice
President, Human Services Division, may designate any other officer(s) of the
Company as having authority to amend the Plan in the Vice President’s absence,
which officer shall also act in consultation with the Company’s Chairman of the
Board and the appropriate Group President(s) of the Company (or in consultation
with the full Board of Directors if the Chairman of the Board deems it necessary
and appropriate).

     

    9.2           Effect of
Amendment.  Any amendment of
the Plan shall not directly or indirectly reduce the balance of any Plan account
as of the effective date of such amendment.  Notwithstanding the
foregoing or anything in this Plan to the contrary, any amendment to the Plan
effective on or after October 3, 2004 that creates a “material modification” (as
determined pursuant to Notice 2005-1 and any other applicable guidance issued by
the Internal Revenue Service or the Department of Treasury) shall only be
effective if such amendment expressly states an intent by the Company to
materially modify the Plan (and thus subject it to Section 409A of the
Code).

     

    9.3           Termination.  To the extent
permitted by applicable law, the Company expressly reserves the right to
terminate the Plan at any time.

     

     

    ARTICLE
X

    GENERAL
PROVISIONS

     

    10.1           Participant’s
Rights Unsecured.  The Plan at all
times shall be entirely unfunded and no provision shall at any time be made with
respect to segregating any assets of the Company for payment of any
distributions hereunder.  The right of a Participant or his or her
designated beneficiary to receive a distribution hereunder shall be an unsecured
claim against the general assets of the Company, and neither the Participant nor
a designated beneficiary shall have any rights in or against any specific assets
of the Company.  All amounts credited to a Participant’s accounts
hereunder shall constitute general assets of the Company and may be disposed of
by the Company at such time and for such purposes as it may deem
appropriate.  Nothing in this Section shall preclude the Company from
establishing a “Rabbi Trust,” but the assets in the Rabbi Trust must be
available to pay the claims of the Company’s general creditors in the event of
the Company’s insolvency.

     

    10.2           No
Guaranty of Benefits.  Nothing contained
in the Plan shall constitute a guaranty by the Company or any other person or
entity that the assets of the Company will be sufficient to pay any benefit
hereunder.

     

    10.3           No
Enlargement of Employee Rights.  No Participant
shall have any right to receive a distribution from the Plan except in
accordance with the terms of the Plan.  Participation in the Plan
shall not be construed to give any Participant the right to be retained in the
service of the Company or an Adopting Affiliate.

     

    10.4           Section
409A.  

     

    (a)           Material
Modification.  Notwithstanding anything contained herein to the
contrary, this amendment and restatement of the Plan does not, and is not
intended to, create a “material modification” (as determined pursuant to Notice
2005-1 and any other applicable guidance issued by the Internal Revenue Service
or the Department of Treasury) to the Plan as it was in effect on October 3,
2004 which would subject the Plan to the requirements of Section 409A of the
Code.  This document shall be construed and interpreted in a manner
consistent with that intention.

     

    (b)           Good
Faith Compliance.  The Deferral Credits and Matching Credits
made from January 1, 2005 through the Effective Date (including the
earnings/losses thereon) have been administered pursuant to the Plan in “good
faith” compliance with Section 409A of the Code pursuant to transitional
guidance issued by the Internal Revenue Service and the Department of
Treasury.

     

    10.5           Spendthrift
Provision.  No interest of any
person or entity in, or right to receive a distribution under, the Plan shall be
subject in any manner to sale, transfer, assignment, pledge, attachment,
garnishment, or other alienation or encumbrance of any kind; nor shall any such
interest or right to receive a distribution be taken, either voluntarily or
involuntarily, for the satisfaction of the debts of, or other obligations or
claims against, such person or entity, including claims in bankruptcy
proceedings.  This Section shall not preclude arrangements for the
withholding of taxes from deferrals, credits, or benefit payments, arrangements
for the recovery of benefit overpayments, arrangements for the transfer of
benefit rights to another plan, or arrangements for direct deposit of benefit
payments to an account in a bank, savings and loan association or credit union
(provided that such arrangement is not part of an arrangement constituting an
assignment or alienation).

     

    10.6           Domestic
Relations Orders.  Notwithstanding
any provision of the Plan to the contrary, and to the extent permitted by law,
the Participant’s accounts may be assigned or alienated pursuant to a “Domestic
Relations Order” (as such term is defined in Section 414(p)(1)(B) of the Code),
subject to such uniform rules and procedures as may be adopted by the Plan
Administrator from time to time.

     

    10.7           Incapacity
of Recipient.  If the Plan
Administrator is served with a court order holding that a person entitled to a
distribution under the Plan is incapable of personally receiving and giving a
valid receipt for such distribution, the Plan Administrator shall postpone
payment until such time as a claim therefore shall have been made by a duly
appointed guardian or other legal representative of such person.  The
Plan Administrator is under no obligation to inquire or investigate as to the
competency of any person entitled to a distribution.  Any payment to
an appointed guardian or other legal representative under this Section shall be
a payment for the account of the incapacitated person and a complete discharge
of any liability of the Company and the Plan therefore.

     

    10.8           Successors.  The Plan shall be
binding upon the successors and assigns of the Company and upon the heirs,
beneficiaries and personal representatives of the individuals who become
Participants hereunder.

     

    10.9           Limitations
on Liability.  Notwithstanding
any of the preceding provisions of the Plan, neither the Plan Administrator, the
Company, nor any individual acting as the Plan Administrator’s, or the Company’s
employee, agent, or representative shall be liable to any Participant, former
Participant, beneficiary or other person for any claim, loss, liability or
expense incurred in connection with the Plan.

     

    10.10           Conflicts.  If any person
holds a position under the Plan through which he or she is charged with making a
decision about the administration of his or her own (or any immediate family
member’s) Plan participation, including, without limitation, decisions regarding
eligibility, or account valuation, or the administration of his or her Plan
investments, then such person shall be recused and the decision shall be made by
the Plan Administrator.  If a decision is required regarding the
administration of the Plan Administrator’s Plan participation, including without
limitation, decisions regarding eligibility, or account valuation, or the
administration of his or her Plan investments, such decision shall be made by
the Company’s Vice President, Human Services Division.  Nothing in this Section 10.10 shall be
construed to limit a Participant’s or the Plan Administrator’s ability to make
decisions or elections with regard to his or her participation in the Plan in
the same manner as other Participants.