RESTATED CERTIFICATE OF INCORPORATION
OF
CATERPILLAR INC.
Caterpillar Inc., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Caterpillar Inc. The date of filing
its original Certificate of Incorporation with the Secretary of
State was March 12, 1986.
2. This Restated Certificate of Incorporation restates and integrates
and further amends the provisions of the Certificate of
Incorporation of this corporation by amending paragraph (a) of
Article FOURTH to increase the total authorized shares and the
authorized common stock.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby further amended to read as herein
set forth in full:
FIRST: The name of this corporation is Caterpillar Inc.
SECOND: The address of the registered office of the
corporation in the State of Delaware is Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle,
and the name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH: (a) The corporation is authorized to issue two
stock." The total number of such shares shall be nine hundred and
five million (905,000,000), all of which shares shall have a par
value of $1.00 per share. The total number of shares of common
stock authorized to be issued shall be nine hundred million
(900,000,000) and the total number of shares of preferred stock
authorized to be issued shall be five million (5,000,000).
(b) The shares of preferred stock may be issued from time to time
in one or more series. The Board of Directors is hereby authorized
to establish from time to time by resolution or resolutions the
number of shares to be included in each such series, and to fix
the designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions
thereof, including but not limited to the fixing or alteration of
the dividend rights, dividend rate or rates, conversion rights,
voting rights, rights and terms of redemption (including sinking
fund provisions), the redemption price or prices, and the
liquidation preferences of any wholly unissued series of shares of
preferred stock, and the number of shares constituting any such
series and the designation thereof, or any or all of them; and to
increase or decrease the number of shares of any series subsequent
to the issue of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of
shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares
of such series.
FIFTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors shall have power to
make, alter, amend and repeal the bylaws (except so far as the
bylaws adopted by the stockholders shall otherwise provide).
Any bylaws made by the Board of Directors under the powers conferred
hereby may be altered, amended or repealed by the Board of Directors
or by the stockholders. Notwithstanding the foregoing and anything
contained in this Certificate of Incorporation to the contrary,
Sections 1(b)(ii), 1(c) and 3(e) of Article II, and Section 1 of
Article III of the bylaws shall not be altered, amended or repealed,
and no provisions inconsistent therewith shall be adopted, without
the affirmative vote of the holders of not less than seventy-five
percent (75%) of the outstanding stock of the corporation entitled
to vote generally in the election of directors, voting together as
a single class (it being understood that for the purposes of this
Article FIFTH, each share shall have one vote except as otherwise
provided in accordance with Article FOURTH).
SIXTH: (a) The number of directors which shall constitute the
whole Board of Directors of this corporation shall be as specified
in the bylaws of the corporation, subject to the provisions of
Article FIFTH herein and this Article SIXTH.
(b) The Board of Directors shall be and is divided into three
classes: Class I, Class II and Class III, which shall be as nearly
equal in number as possible. Each director shall serve for a term
ending on the date of the third annual meeting of stockholders
following the annual meeting at which the director was elected,
provided, however, that each initial director in Class I shall hold
office until the annual meeting of stockholders in 1987; each
initial director in Class II shall hold office until the annual
meeting of stockholders in 1988; and each initial director in
Class III shall hold office until the annual meeting of stockholders
in 1989. Notwithstanding the foregoing provisions of this Article,
each director shall serve until his successor is duly elected and
qualified or until his death, resignation or removal.
(c) In the event of any increase or decrease in the authorized
number of directors, the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal as possible. No decrease
in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.
(d) Newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or
other cause shall be filled by the affirmative vote of a majority
of the remaining directors then in office (and not by stockholders),
even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been
elected and qualified.
(e) Any director may be removed from office without cause but
only by the affirmative vote of the holders of not less than
seventy-five percent (75%) of the outstanding stock of the
corporation entitled to vote generally in the election of directors,
voting together as a single class (it being understood that for
the purpose of this Article SIXTH, each share shall have one vote
except as otherwise provided in accordance with Article FOURTH).
(f) Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of stock issued by this corporation
having a preference over the common stock as to dividends or upon
liquidation, shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies,
terms of removal and other features of such directorships shall be
governed by the terms of Article FOURTH and the resolution or
resolutions establishing such class or series adopted pursuant
thereto and such directors so elected shall not be divided into
classes pursuant to this Article SIXTH unless expressly provided by
such terms.
SEVENTH: (a) Any action required or permitted to be taken by
the stockholders of the corporation must be effected at a duly
called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders.
(b) Special meetings of the stockholders of this corporation for
any purpose or purposes may be called at any time by the Chairman
of the Board or the President, or by the Board of Directors pursuant
to a resolution approved by a majority of the entire Board of
Directors, but such special meetings may not be called by any other
person or persons.
(c) Advance notice of stockholder nominations for the election of
directors shall be given in the manner provided in the bylaws of
this corporation.
(d) Election of directors need not be by written ballot unless the
bylaws of this corporation shall so provide.
EIGHTH: The corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute
and this Certificate of Incorporation, and all rights conferred on
stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, the affirmative vote of not less
than seventy-five percent (75%) of the total voting power of all
outstanding shares of stock in this corporation entitled to vote
generally in the election of directors voting together as a single
class (it being understood that for the purposes of this Article
EIGHTH, each share shall have one vote except as otherwise provided
in accordance with Article FOURTH) shall be required to alter,
amend or repeal, or adopt any provisions inconsistent with the
provisions set forth in Articles FIFTH, SIXTH, SEVENTH, and this
Article EIGHTH.
NINTH: No director shall be personally liable to the
corporation or any stockholders for monetary damages for breach of
fiduciary duty as a director, except for any matter in respect of
which such director shall be liable under Section 174 of Title 8
of the Delaware Code (relating to the Delaware General Corporation
Law) or any amendment thereto or any successor provision thereto
or shall be liable by reason that, in addition to any and all other
requirements for such liability, such director (i) shall have
breached the duty of loyalty to the corporation of its stockholders,
(ii) shall not have acted in good faith, or, in failing to act,
shall not have acted in good faith, (iii) shall have acted in a
manner involving intentional misconduct or a knowing violation of
law or, in failing to act, shall have acted in a manner involving
intentional misconduct or a knowing violation of law, or (iv) shall
have derived an improper personal benefit. Neither the amendment
nor repeal of this Article NINTH, nor the adoption of any provision
of the Certificate of Incorporation inconsistent with this Article
NINTH, shall eliminate or reduce the effect of this Article NINTH
in respect of any matter occurring, or any cause of action, suit
or claim that, but for this Article NINTH would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent
provision.
4. This Restated Certificate of Incorporation was duly adopted by
vote of the stockholders in accordance with Sections 242 and
245 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Caterpillar Inc. has caused this certificate
to be signed by Donald V. Fites, its Chairman of the Board of Directors,
and attested by R. Rennie Atterbury III, its Secretary, this 16th day
of April, 1998.
CATERPILLAR INC.
By: /s/ Donald V. Fites
Chairman of the Board
ATTEST:
By: /s/ R. Rennie Atterbury III
Secretary