CATERPILLAR INC. $250,000,000 6.55% Notes due 2011 $350,000,000 7.30% Debentures due 2031 UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2001 • Caterpillar Inc • Construction machinery & equip • New York
Caterpillar Inc. (the "Company") confirms its agreement with Morgan Stanley & Co. Incorporated ("Morgan Stanley"), Salomon Smith Barney Inc. ("Salomon Smith Barney") and each of the other "Underwriters" named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Salomon Smith Barney and Morgan Stanley are acting as representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $250,000,000 aggregate principal amount of the Company's 6.55% Notes due 2011 (the "6.55% Notes") and $350,000,000 aggregate principal amount of the Company's 7.30% Debentures due 2031 (the "7.30% Debentures" and, together with the 6.55% Notes, the "Securities") described in Schedules B-1 and B-2 hereto. The Securiti
