EXHIBIT 10 (f)
CATERPILLAR INC.
DIRECTORS' DEFERRED COMPENSATION PLAN, AS AMENDED
(AS OF DECEMBER 11, 1991)
1. PURPOSE
The purpose of the Caterpillar Inc. Directors' Deferred Compensation Plan
(the "Plan") is to provide each eligible member of the Board of Directors
(the "Board") of Caterpillar Inc. (the "Company") with an opportunity to
defer the payment of the compensation (excluding expense reimbursements)
payable from time to time either for services as a Director of the Company,
including but not limited to annual fees and fees payable for attendance at
meetings of the Board and of Committees of the Board, or for others
services performed for or on behalf of the Company ("Compensation").
2. ELIGIBILITY
Any member of the Board ("Director") is eligible to participate in the
Plan.
3. ELECTION TO DEFER
In order to participate in the Plan, a Director must make a valid election,
on or before December 31 of any year, to defer payment of all or a stated
percentage of the Compensation (but not less than 50% of such Compensation)
that would otherwise be payable to him during the following calendar year
and each succeeding calendar year until such Director ceases to be eligible
to participate in the Plan or until such election is otherwise modified or
terminated as provided herein (any such Director being hereinafter called a
"Participant"). Any such election must be made by timely written notice
delivered to the Director, Compensation and Benefits, of the Company by use
of the Deferred Compensation Form attached hereto as Exhibit A which shall
specify the amount deferred and form and time of distribution.
Any person who shall first become a Director during any calendar year, and
who was not a Director on the preceding December 31, may elect, before his
term as a Director begins, to defer payment of all or a stated percentage
of the Compensation (but not less than 50% of such Compensation) that would
otherwise be payable to him during the remainder of such calendar year and
each succeeding calendar year until such election is otherwise modified or
terminated as provided herein. Any such election must be made by timely
written notice delivered to the Director, Compensation and Benefits, of the
Company by use of such Deferred Compensation Form.
In the event that a Participant desires to modify the amount of
Compensation that is being deferred, the Participant may do so by
delivering a revised Deferred Compensation Form to the Director,
Compensation and Benefits, of the Company. Such modified election shall be
effective for each calendar year following the year in which such Form is
delivered to the Director, Compensation and Benefits, and until such
election is modified or terminated as provided herein.
In the event that a Participant desires to change his choice as to when
payments from his account commence, as to whether distribution is made in a
lump sum or in installments or as to the number of installment payments to
be made, the Participant may do so by delivering a revised Deferred
Compensation Form to the Director, Compensation and Benefits, of the
Company; provided that such modified election (a) shall not apply to
amounts deferred prior to the effective
date of such modified election unless made prior to the first day of the
calendar year specified by the Participant under paragraph 6 after the
close of which year distribution shall commence in the following month of
January; and (b) shall not accelerate the time when payments from his
account commence with respect to amounts deferred prior to the effective
date of such modified election. Such modified election shall be effective
as of the commencement of the calendar year following the year in which
such Form is delivered to the Director, Compensation and Benefits, and
shall remain in effect until such election is modified or terminated as
provided herein.
In the event that a Participant should desire to terminate the deferral of
his Compensation, the Participant must elect to do so by written notice
delivered to the Director, Compensation and Benefits, of the Company. Such
termination shall become effective as of the end of the calendar year in
which notice of termination is given with respect to Compensation payable
during subsequent calendar years. An election to terminate deferral of
Compensation will be effective for all future calendar years unless a new
Deferred Compensation Form is completed and delivered to the Director,
Compensation and Benefits, of the Company. Amounts credited to the account
of a Participant prior to the effective date of termination shall not be
affected by such termination election and shall be paid only in accordance
with paragraphs 6 and 7 hereof.
4. AMOUNT OF DEFERRAL
A Participant may elect to defer all or a specified portion of the
Compensation (but not less than 50% of such Compensation) payable from time
to time as a result of his service as a Director.
5. STATUS OF ACCOUNTS
All deferred Compensation shall be held in the general funds of the
Company, but the Company will establish an individual bookkeeping account
for each Participant to which the deferred Compensation for that
Participant will be credited. Deferred Compensation will be credited to
the individual account of a Participant at the same time that it would
otherwise have been paid to the Director in the absence of a deferral
election. The Company will credit interest to the individual account of a
Participant on a quarterly basis. The interest rate will be equal to the
base corporate lending rate (sometimes referred to as the "prime rate")
applicable to commercial lending customers of Citibank, N.A., New York, New
York (or any successor thereto) on the last business day of each calendar
quarter. The annual interest rate will be divided by four and applied
effective the last day of each quarter to the total average daily amount
(deferred Compensation and accrued interest) in each Participant's account
in that quarter. In any calendar quarter in which a Participant does not
have deferred amounts credited to his account for the entire period of that
quarter, interest will be credited pro rata based on the number of business
days that amounts are credited to his account in that quarter compared to
the total number of business days in that quarter.
The deferral of Compensation and the establishment of individual
bookkeeping accounts shall not be deemed to have created a trust, and no
Participant shall have any ownership interest in any and interest thereon
under this Plan shall not be transferrable or assignable. Each Participant
will receive an annual report showing the status of his account at the
close of each calendar year.
As an alternative to the crediting of interest to the individual account
("interest election"), each Participant may elect to have all or a
specified percentage of his Compensation treated as though it were invested
in Company common stock ("stock election"). After the interest or stock
election has been in effect one year, the Participant may change the
election with respect to future Compensation but only once in any
twelve-month period. If a Participant makes a stock
election, dividend equivalents will accrue to the account quarterly and
will be reinvested and a Participant's account will in all other respects
reflect share ownership for events such as a stock split but no voting
rights will exist. The number of shares of stock equivalents shall be
determined by dividing the amount of Compensation (deferred into stock
equivalents) or dividends credited by the average of the high and low
prices of Company common stock on the New York Stock Exchange on the date
of such deferral or dividend credit (or the next succeeding trading day if
there is no trading on that date). A Participant's account will be valued
based on the average of the high and low prices for Company common stock on
the New York Stock Exchange as of (a) the last trading day in December
prior to the January of the year(s) in which distribution occurs or (b) the
date of the Participant's death (or the next succeeding trading day if
there is no trading on that date). Distribution of account balances shall
be in cash. All such elections must be made on forms approved by the
Director, Compensation and Benefits.
6. DISBURSEMENT SCHEDULES
Each Participant shall elect on the Deferred Compensation Form one of the
following options under which deferred Compensation and interest thereon
will be payable:
a) A lump sum payment, or
b) Annual installments for a period of up to 10 years
Each Participant shall elect on the Deferred Compensation Form one of the
following options as to when the payment of installments will commence, or
a lump sum payment will be made:
In January of the first calendar year following:
a) the year in which the Participant ceases to be a Director, or
b) the year in which the Participant reaches age 72, or
c) the year in which the Participant retires from his principal
occupation.
7. DEATH OF A PARTICIPANT
Upon the death of a Participant, the balance in the Participant's account
(including interest for the elapsed portion of the year of death) shall be
determined as of the date of death and such balance shall be paid as soon
as reasonably possible thereafter in a lump sum payment to such beneficiary
as the Participant shall have designated in writing to the Company and
filed with its Director, Compensation and Benefits, or in the absence of
such designation, to the Participant's estate.
8. AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors may at any time amend or terminate this Plan, but no
amendment or termination will have the effect of reducing the amount that
any Participant is entitled to receive prior to such amendment or
termination nor accelerating the distribution of any amount theretofore
credited to a Participant's account; provided, however, that in the event a
Participant (or, if applicable, the designated beneficiary) incurs a severe
financial hardship caused by an accident, illness, or other event beyond
the control of the Participant (or, if applicable, designated beneficiary)
the Stock Option and Officers' Compensation Committee of the
Company, in its sole discretion, may revise such Participant's (or, if
applicable, designated beneficiary) payment schedule for distribution from
the interest account (but not from the stock-equivalent account) to the
extent reasonably necessary to eliminate such financial hardship.
9. ADMINISTRATION
Except as otherwise expressly provided herein, the Plan shall be
administered under the direction of the Director, Compensation and
Benefits, of the Company.