ex_4-2.htm


     

    
      EXHIBIT
4.2

      


       

      THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY.

       

      UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.,
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREON, CEDE & CO. HAS AN INTEREST
HEREIN.

       

      CATERPILLAR
INC.

       

      _____% DEBENTURES
DUE _____

       

      
        	
                REGISTERED

                NO.
      _____

              	
                $__________

                 

                CUSIP 149123
      _____

                ISIN US149123
      _____

              


      

      


      CATERPILLAR INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., as nominee for The Depository Trust Company,
or registered assigns, the principal sum of _______________ Dollars
($__________) on __________, _____, subject to advancement as provided in Annex
A hereto, and to pay interest thereon from __________, _____, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on _____ and _____ of each year, commencing __________,
_____, at the rate of _____% per annum, until the principal hereof is paid or
made available for payment and (to the extent that the payment of such interest
shall be legally enforceable) at the rate per annum borne by this Security on
any overdue principal and on any overdue installment of interest.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on __________ or __________, respectively, immediately
preceding such Interest Payment Date (whether or not a Business
Day).  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

       

      Payment of the
principal of and interest on this Security due at Maturity in United States
dollars will be made in immediately available funds to the Depositary or its
nominee, provided that this
Security is presented to the Trustee in time for the Trustee to make such
payment in accordance with its normal procedures.  Payment of interest
(other than interest payable at Maturity) on this Security in United States
dollars will be made by transfer of immediately available funds to the
Depositary or its nominee.

       

      This Security shall
not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by or on behalf of the
Trustee under the Indenture.

       

      This Security is
one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture,
dated as of May 1, 1987, as supplemented (the “Indenture”), between the Company
and U.S. Bank National Association (the successor “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This
Security is one of the series designated on the face hereof, limited initially
in aggregate principal amount to $__________.

       

      The Company may
from time to time, without notice to or the consent of the Holders of the
Securities, create and issue further securities ranking on a parity with the
Securities in all respects (or in all respects except for the payment of
interest accruing prior to the issue date of the Securities) so that further
securities may be consolidated and form a single series with the Securities and
have the same terms as to status, redemption or otherwise as the
Securities.

       

      The Securities
shall have the redemption features summarized in Annex A to this Global
Security.

       

      The provisions for
defeasance and covenant defeasance set forth in Sections 1302 and 1303 of the
Indenture, respectively, will apply to the Securities of this
series.

       

      If any Event of
Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.

       

      The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of
not less than 66 2/3% in principal amount of the Securities at the time
Outstanding of each series to be affected.  The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

       

      No reference herein
to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Security at the
times, place and rate, and in the coin or currency herein
prescribed.

       

      As provided in the
Indenture and subject to certain limitations therein and herein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at the office or agency of the
Company in any place where the principal of and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

       

      This Security is a
Global Security and shall be exchangeable for Securities registered in the names
of Persons other than the Depositary with respect to this Global Security or its
nominee only if (x) such Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for this Global Security or at any time ceases
to be a clearing agency registered as such under the Securities Exchange Act of
1934, as amended, (a) the Company executes and delivers to the Trustee a Company
Order that this Global Security shall be exchangeable or (b) there shall have
occurred and be continuing an Event of Default with respect to the
Securities.  If this Global Security is exchangeable pursuant to the
preceding sentence, it shall be exchangeable for Securities issuable in a
minimum denomination of $2,000 and integral multiples of $1,000 thereafter,
registered in such names as such Depositary shall direct.

       

      The Securities of
this series are issuable only in registered form without coupons and when not
represented by one or more Global Securities, (a) will be issuable in a minimum
denomination of $2,000 and integral multiples of $1,000 thereafter and (b) as
provided in the Indenture and subject to certain limitations therein set forth,
will be exchangeable for a like aggregate principal amount of Securities of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.

       

      No service charge
shall be made for any such registration or transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

       

      Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

       

      This Security shall
be governed by the laws of the State of New York.

       

      All terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

      


       

      IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed under its corporate
seal.

       

      Dated: __________,
_____

       

      [SEAL]

      
        	
                CATERPILLAR
      INC.

              
	 
    
	
                By:

              	 
    
	 
    	
                Name:

                Title:

              


      

      


      
        	
                Attest:

              
	 
    
	
                By:

              	 
    
	 
    	
                Name:

                Title:

              


      

       

       

      TRUSTEE’S
CERTIFCATE OF AUTHENTICATION

       

      This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.

       

      
        	
                U.S. BANK
      NATIONAL ASSOCIATION,

                as Trustee

              
	 
    
	
                By

              	 
    
	 
    	
                Name:

                Title:

              


      

       

      
        
          

        

      

       

       

      ANNEX
A TO GLOBAL SECURITY

       

      Optional
Redemption

      This Security may
be redeemed in whole at any time or in part from time to time, at the Company’s
option, at a redemption price equal to the greater of

       

      
        	
                ·  

              	
                100% of the
      principal amount of the Securities to be redeemed,
  or

              


      

       

      
        	
                ·  

              	
                the sum of
      the present values of the remaining scheduled payments of principal and
      interest on the Securities to be redeemed, discounted to the date of
      redemption on a semi-annual basis (assuming a 360-day year consisting of
      twelve 30-day months) at the applicable Treasury Rate plus 50 basis
      points,

              


      

       

      plus, in each case,
accrued and unpaid interest on the principal amount being redeemed to the
redemption date.

       

      “Treasury Rate”
means, with respect to any redemption date, (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in
the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (or, if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month), or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price of
such redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.

       

      “Business Day”
means any calendar day that is not a Saturday, Sunday or legal holiday in New
York, New York and on which commercial banks are open for business in New York,
New York.

       

      “Comparable
Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining
term (“Remaining Life”) of the notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
Remaining Life of such notes.

       

      “Comparable
Treasury Price” means (1) the average of five Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if, after seeking at least five
Reference Treasury Dealer Quotations and excluding the highest and lowest
Reference Treasury Dealer Quotations, the Independent Investment Banker obtains
fewer than five such Reference Dealer Quotations, the average of all such
quotations.

       

      “Independent
Investment Banker” means any of  Banc of America Securities LLC or
J.P. Morgan Securities Inc. and any of their respective successors, as appointed
by us, or, if any of the foregoing is unwilling or unable to select the
Comparable Treasury Issue, a nationally recognized investment banking
institution which is a Primary Treasury Dealer appointed by us.

       

      “Primary Treasury
Dealer” means a primary U.S. government securities dealer in New York, New
York.

       

      “Reference Treasury
Dealer” means (1) any of Banc of America Securities LLC or J.P. Morgan
Securities Inc. and any of their respective successors, as appointed by us,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York, New York (a “Primary Treasury
Dealer”), we will substitute for such dealer another Primary Treasury Dealer,
and (2) any other nationally recognized Primary Treasury Dealer selected by the
Independent Investment Banker and acceptable to us.

       

      “Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York, New York time, on the
third Business Day preceding such redemption date.

       

      Holders of Notes to
be redeemed will receive notice thereof by first-class mail at least 30 and not
more than 60 days before the date fixed for redemption.  If fewer than
all of the Notes are to be redeemed, the Trustee will select the particular
Notes or portions thereof for redemption from the outstanding Notes not
previously called, pro rata or by lot, or in such other manner as the Company
shall direct.