ex_10-4.htm


    
      EXHIBIT
10.4

    

     

    CATERPILLAR
INC.

    SUPPLEMENTAL
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

              


      

       

      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

              


      

      
        
          

        



       

    

     

    
    

    CATERPILLAR
INC.

    SUPPLEMENTAL
EMPLOYEES’ INVESTMENT PLAN

    PREAMBLE

     

    Effective October
14, 1987, Caterpillar Inc. (the “Company”) established the Caterpillar Inc.
Supplemental 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 the 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)           “Eligible
Pay” means Base
Pay minus any deferral credits made pursuant to the Caterpillar Inc. Deferred
Employees’ Investment Plan.

     

     

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

     

     

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

     

     

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

     

     

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

     

     

    (t)           “Plan” means the Caterpillar Inc.
Supplemental Employees’ Investment Plan, as set forth herein and as it may be
amended from time to time.

     

     

    (u)           “Plan
Administrator” means the Director.

     

     

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

     

     

    (w)           “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).

     

     

    (x)           “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).

     

     

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

     

     

    (z)           “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 the 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 defer the receipt of 6% of the Eligible Pay otherwise payable
to the Participant by the Company or an Adopting Affiliate in any Plan
Year.  A Participant’s election to make Deferral Credits only applied
to the Eligible Pay that was in excess of the dollar limit imposed by Section
401(a)(17) of the Code during that 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 100% of the Participant’s
Deferral  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 DEIP.  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.
Deferred 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.