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


 


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.


 


3.250% SENIOR NOTES DUE 2050


 


	
        REGISTERED

        NO. 001
	 	
         

        $

	 	 	 
	 	 	
        CUSIP 149123 CJ8

        ISIN US149123CJ87



 


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 corporations 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 [           ($                )] on April 9,
2050, subject to advancement as provided in Annex A hereto, and to pay interest thereon from April 9, 2020, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 9 and October 9 of each year,
commencing October 9, 2020, at the rate of 3.250% 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. If an Interest Payment Date or maturity date is not a Business
Day, interest or principal will be paid on the next Business Day. However, interest on the payments will not accrue for the period
from the original payment date to the date the payment is made. Interest will be calculated based on a 360-day year consisting
of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
as provided in the 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 March 24 or September 24, as the case may be, 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 depository
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 depository 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 (as successor to Citibank, N.A., as successor to First National Bank of Chicago), as trustee
(the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and 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 $1,200,000,000.


 


The Company may from
time to time, without notice to or the consent of the Holders of the Securities, create and issue further securities having the
same terms as the Securities in all respects (except for the issue date, issue price, payment of interest accruing prior to the
issue date of the Securities and, in some cases, the initial interest payment date of the Securities), so that such additional
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. If the additional securities are not fungible with the previously outstanding Securities for United
States federal income tax purposes, such additional securities will have a separate CUSIP number.


 


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.


 






    2


     


    

 


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 depository with respect
to this Global Security or its nominee only if (a) such depository notifies the Company that it is unwilling or unable to continue
as depository 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, (b) the Company executes and delivers to the Trustee a Company Order that this Global Security shall be
exchangeable or (c) 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 in excess thereof, registered in such names as such depository 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 in excess thereof 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 of 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.


 


*               *               *


 






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


 


Dated: April 9, 2020


 


[SEAL]


 


	 	CATERPILLAR
    INC.
	 	 
	 	By:     	 
	 	 	Richard D. Moore
	 	 	Treasurer





 


Attest:


 


	By:     	 	 
	 	Barbara Thomas	 
	 	Assistant Secretary	 





 






     


     


    

 


TRUSTEE’S CERTIFICATE 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


 


At any time prior to October 9, 2049 (six
months prior to the maturity date), 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, from the date of redemption to October 9, 2049, 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 30 basis points,



 


in each case, plus accrued and unpaid interest
on the principal amount being redeemed to, but not including, the redemption date.


 


At any time on or after October 9, 2049
(six months prior to the maturity date), 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 100% of the principal amount of the Securities to be redeemed, plus accrued
and unpaid interest on the principal amount being redeemed to, but not including, 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 Securities 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 Securities.


 


“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 BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, MUFG Securities
Americas Inc. or SG Americas Securities, LLC and any of their respective successors, as appointed by the Company, 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 the Company.


 






    A-1


     


    

 


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


 


“Reference Treasury
Dealer” means (1) any of BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, a Primary Treasury
Dealer as appointed by MUFG Securities Americas Inc. or SG Americas Securities, LLC and any of their respective successors, as
appointed by the Company, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities
dealer (a “Primary Treasury Dealer”), the Company 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
the Company.


 


“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.


 


“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.


 


Holders of the Securities
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 Securities are to be redeemed, the Trustee will select the particular Securities or portions
thereof for redemption from the outstanding Securities not previously called, pro rata or by lot, or in such other manner as the
Company shall direct.


 






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