SECOND AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • November 13th, 2002 • Caterpillar Inc • Construction machinery & equip • Delaware
Contract Type FiledNovember 13th, 2002 Company Industry JurisdictionAMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated October 18, 2002, between Caterpillar Inc., a Delaware corporation, (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent") to the Amended and Restated Rights Agreement dated September 27, 2001 (the "Rights Agreement"), between the Company and Mellon Investor Services LLC. The Board of Directors of the Company has determined to amend and restate the Rights Agreement to include a provision for a required review at least every three years of the continued appropriateness of the Rights Agreement by a TIDE Committee composed entirely of independent outside Directors. The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a "Right") for each Common Share (as hereinafter defined) of the Company outstanding at the close of business on December 23, 1996 (the "Record Date"), each Right representing the right to pur