0000764764-02-000032 Sample Contracts

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DEALER AGREEMENT
Dealer Agreement • March 11th, 2002 • Caterpillar Financial Services Corp • Short-term business credit institutions • Ontario

We understand that Caterpillar Financial Services Limited (the "Corporation") proposes to issue and sell from time to time in all of the provinces of Canada (collectively, the "Selling Jurisdictions") and, if permitted by the Corporation, in the United States in the manner contemplated by Section 16, up to Cdn. $750,000,000 (or the equivalent thereof in any other currency) aggregate principal amount of unsecured medium term notes (the "Notes") with maturities of not less than one year, unconditionally guaranteed as to principal, premium, if any, and interest (the "Guarantee") by Caterpillar Financial Services Corporation (the "Guarantor"), all as described in the English and French language versions of the short form prospectus of the Corporation dated July 17, 2001, as amended or further supplemented from time to time.

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