CATERPILLAR INC
SUPPLEMENTAL EMPLOYEES' INVESTMENT PLAN
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<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>extenfour.htm
<DESCRIPTION>SUPPLEMENTAL EMPLOYEES' INVESTMENT PLAN
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<p ALIGN="right"><a name="EXHIBIT 10.4">EXHIBIT 10.4</a></p>
<p ALIGN="CENTER">CATERPILLAR INC.<br>
SUPPLEMENTAL EMPLOYEES'<br>
INVESTMENT PLAN<br>
(Restated as of December 2000)</p>
</b>
<p><a name="1. Purpose">1. <u>Purpose</u></a></p>
<p ALIGN="JUSTIFY">The purpose of the Caterpillar Inc. (Company) Supplemental
Employees' Investment Plan (SEIP), as set forth in the succeeding sections of
this document, is to provide additional investment opportunities for those
employees whose participation in the Employees' Investment Plan (EIP) is
restricted because of the limitations imposed by Section 401(a)(17) and
415(c)(1)(A) of the Internal Revenue Code of 1986, as amended, or any successor
statute thereto (hereinafter referred to as the &quot;Limitation&quot;). The
SEIP shall be effective October 14, 1987.</p>
<p ALIGN="JUSTIFY"><a name="2. Eligibility">2. <u>Eligibility</u></a></p>
<p ALIGN="JUSTIFY">An employee shall be eligible for the SEIP if he is
participating in the EIP and his contributions and related employer
contributions to Part 1 after 1987 can reasonably be expected to be restricted
by the Limitation. As used herein, &quot;Part 1&quot; refers to the EIP without
the Special Investment Supplement thereto. In addition, effective
December&nbsp;1, 1994, an employee shall be eligible for the SEIP if he is
participating in the EIP and contributions to his account in the Special
Investment Supplement (&quot;Part 2&quot;) are restricted because of the
Limitation.</p>
<p ALIGN="JUSTIFY"><a name="3. Participant Deferrals">3. <u>Participant
Deferrals</u></a></p>
<p ALIGN="JUSTIFY">An employee must make a valid election (to become a
&quot;Participant&quot;) on or before the last Company business day in November
of any year to participate in the SEIP during the following calendar year. Such
election shall defer all or a portion of his compensation that would otherwise
qualify as participant contributions under Part 1, Part 2 or both were it not
for the Limitation. Any such election must be made (on a form provided by the
Company) and delivered to the Director, Compensation and Benefits before the end
of normal office hours on such last Company business day in November and shall
remain in effect until it is revised as provided herein.</p>
<p ALIGN="JUSTIFY">If a Participant wants to change or terminate the amount of
compensation deferred, he shall deliver a revised election form to the Director,
Compensation and Benefits; provided, however, that</p>
<blockquote>
     <p ALIGN="JUSTIFY">(i)&nbsp;&nbsp;&nbsp;&nbsp; such revised election shall
     become effective (when and so long as the Participant is eligible) for
     each&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     calendar year following the year in which such form is&nbsp;delivered, and shall
     remain effective until such election is further revised as provided herein,
     and</p>
     <p ALIGN="JUSTIFY">(ii)&nbsp;&nbsp;&nbsp;&nbsp; any such election must be
     filed before the end of normal office hours on the last<br>
     Company business day in November.</p>
</blockquote>
     <p ALIGN="center">1</p>
     <hr color="#008000" size="3" noshade>
<p ALIGN="JUSTIFY">When an employee first becomes eligible to participate in the
SEIP (including those employees who first become eligible on the effective
date), he may elect to defer compensation (or file a revised election) in
accordance with the foregoing, except that any such election with respect to
compensation payable to him during the calendar year in which he becomes
eligible for the SEIP</p>
<blockquote>
     <p ALIGN="JUSTIFY">(i)&nbsp;&nbsp;&nbsp;&nbsp; must be filed within a
     30-day period that begins on the date he becomes eligible, and</p>
     <p ALIGN="JUSTIFY">(ii)&nbsp;&nbsp;&nbsp;&nbsp; shall be applicable only to
     compensation paid for months that commence after the date of such election.</p>
</blockquote>
<p ALIGN="JUSTIFY"><a name="4. Employer Amounts">4. <u>Employer Amounts</u></a></p>
<p ALIGN="JUSTIFY">An employee will be credited with the same amount that would
otherwise be contributed to his account as an employer contribution under Part 1
were it not for the Limitation.</p>
<p ALIGN="JUSTIFY"><a name="5. Status of Accounts">5. <u>Status of Accounts</u></a></p>
<p ALIGN="JUSTIFY">All amounts in the SEIP shall be held in the general funds of
the Company, but the Company will establish an individual bookkeeping account
for each Participant. Amounts of compensation deferred by the Participant and
employer amounts related to such compensation will be credited to the individual
account of the Participant in accordance with his election(s).</p>
<p ALIGN="JUSTIFY">Each Participant may elect to have all or a specified
percentage of his deferred compensation allocated to:</p>
<blockquote>
     <p ALIGN="JUSTIFY">(a) an interest account,</p>
</blockquote>
<blockquote>
     <p ALIGN="JUSTIFY">(b) a stock account and treated as though it were
     invested in Company common stock (&quot;Stock Election&quot;), or</p>
     <p ALIGN="JUSTIFY">(c) a mutual fund account or accounts and treated as
     though it were invested in any of the following Preferred Group funds:
     Asset Allocation, Growth, International, Small Cap or Value.</p>
</blockquote>
<p ALIGN="JUSTIFY">Amounts allocated to the stock account of a Participant who
is an officer of the Company subject to Section 16 of the Securities Exchange
Act of 1934 (&quot;Officer&quot;) may not be transferred to another of his
accounts (nor may amounts allocated, respectively, to any&nbsp;such other account be
transferred to his stock account) until at least six months after he ceases to
be subject to such Section.</p>
<p ALIGN="center">2</p>
<hr color="#008000" size="3" noshade>
<p ALIGN="JUSTIFY">Under such a Stock Election, dividend equivalents will accrue
to the account (when dividends are payable) 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
deferred compensation (or dividend equivalents credited) by the closing price 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). Stock equivalents will be valued based on the closing price of
Company common stock on the New York Stock Exchange as of the effective date of
a transfer into or out of the stock account (&quot;Transfer&quot;), the date on
which the Participant terminates employment, the date of distribution elected by
the Participant hereunder or the date as of which he is considered totally and
permanently disabled under EIP, whichever date applies (or the next succeeding
trading day if there is no trading on that date).</p>
<p ALIGN="JUSTIFY">The Company will credit interest accounts on a quarterly
basis. The interest rate will be equal to the base corporate lending rate
(sometimes referred to as the &quot;prime rate&quot;) 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 average daily amount in each Participant's account in that quarter. In
any calendar quarter in which a Participant does not have 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.</p>
<p ALIGN="JUSTIFY">Participants who are not Officers may Transfer or make
changes to the investment allocation of future deferred compensation which shall
be effective as of the first day of a calendar quarter, provided that such
Participant shall have filed an appropriate form with the Director, Compensation
and Benefits, by the twentieth (20th) day of the preceding month.</p>
<p ALIGN="JUSTIFY">All amounts in the SEIP 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 such account. A
Participant's rights to any amounts credited to his account shall not be
transferable or assignable. Each Participant will receive an annual report
showing the status of his account at the close of each calendar year.</p>
<p ALIGN="JUSTIFY"><a name="6. Disbursement">6. <u>Disbursement</u></a></p>
<p ALIGN="JUSTIFY">Following his termination of employment with the Company (or
total and permanent disability), the value of the Participant's SEIP account
will be payable to him as soon as practicable in cash, in a lump sum (including
interest up to the date of payment) unless such Participant has elected a later
payment date in writing that is&nbsp;acceptable to and approved by the Director,
Compensation and Benefits; provided, however, that no such election shall be
effective unless it shall have been filed on or before the last Company business
day in November of the calendar year preceding the calendar year of such
termination. A Participant may elect, either before or after termination of
employment, an installment distribution for a period of up to 15 years;
provided, however, that an election of installment distribution shall be
effective only if it shall have been filed with the Director, Compensation and
Benefits, before November 30 of the second year that precedes the year in which
the distribution would otherwise occur.</p>
<p ALIGN="center">3</p>
<hr color="#008000" size="3" noshade>
<p ALIGN="JUSTIFY">Notwithstanding the foregoing, effective for amounts deferred
after December 31, 1996 (and any earnings thereon):</p>
<blockquote>
     <blockquote>
          <p ALIGN="JUSTIFY">(a) a Participant may elect one original scheduled
          withdrawal date as of which disbursement of elected amounts (and any
          earnings thereon) shall occur; provided that (i) such original date
          shall be the first day of any calendar quarter that is at least four
          years later than the year in which such an amount is deferred, and
          (ii) the Participant may change such original date to a later date;
          provided, however, that such change shall be effective only if it
          shall have been filed with the Director, Compensation and Benefits,
          before November 30 of the second year that precedes the year that
          includes such original date;</p>
          <p ALIGN="JUSTIFY">(b) a Participant may elect unscheduled withdrawals
          of between 5% and 100% of account assets attributable to such amounts
          deferred after December 31, 1996 (and any earnings thereon); provided
          that (i) the amount withdrawn shall be subject to a forfeiture equal
          to 10%, and the Participant shall discontinue participation in the
          plan for the remainder of the year (in which such withdrawal occurs)
          and for the following year and (ii) the minimum withdrawal amount
          (before forfeiture) shall be $10,000; and</p>
          <p ALIGN="JUSTIFY">(c) such withdrawals under (a) or (b) shall be
          applied against the assets of the Deferred Employees' Investment Plan
          as well as this plan, and shall be subject to such other rules of
          convenience and administration as shall be determined by the Director,
          Compensation and Benefits.</p>
     </blockquote>
</blockquote>
<p ALIGN="JUSTIFY"><a name="7. Death of a Participant">7. <u>Death of a
Participant</u></a></p>
<p ALIGN="JUSTIFY">Upon the death of a Participant prior to payment of his SEIP
account, 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. Such balance shall be paid as soon as reasonably possible thereafter in a
lump sum payment to (i) the same beneficiary or beneficiaries and in the same
proportionate amount as he shall have designated under the&nbsp;EIP, in the absence
of any designation to the contrary, or (ii) the beneficiary or beneficiaries for
purposes of the SEIP as such Participant shall have designated in writing (in a
form acceptable to, and filed with, the Director, Compensation and Benefits).</p>
<p>Notwithstanding the above, if the Participant has elected on a form that has
been filed with and approved by the Director, Compensation and Benefits, amounts
payable to the beneficiary may be paid at the payment date selected by the
Participant and with an installment distribution for a period to 15 years, or
under the remaining installment schedule in place for the Participant.</p>
<p ALIGN="center">4</p>
<hr color="#008000" size="3" noshade>
<p ALIGN="JUSTIFY"><a name="8. Amendment or Termination">8. <u>Amendment or
Termination</u></a></p>
<p ALIGN="JUSTIFY">The Compensation Committee of the Board of Directors or the
Investment Plan Committee (for EIP) may at any time amend, merge, consolidate or
terminate the SEIP, but no amendment, merger, consolidation or termination will
have the effect of reducing the amount that any Participant is entitled to
receive prior to such amendment, merger, consolidation or termination nor of
changing the time of payment of any amount credited to a Participant's account.</p>
<p ALIGN="JUSTIFY"><a name="9. Administration">9. <u>Administration</u></a></p>
<p ALIGN="left">Except as otherwise expressly provided herein, the SEIP shall
be administered under the direction of the Director, Compensation and Benefits,
of the Company.
</p>

<p ALIGN="center">5
</p>

<hr color="#008000" size="3" noshade>
<p ALIGN="JUSTIFY">
<a name="Links:">Links:</a><br>
<a href="#1. Purpose">1. Purpose</a><br>
<a href="#2. Eligibility">2. Eligibility</a><br>
<a href="#3. Participant Deferrals">3. Participant Deferrals</a><br>
<a href="#4. Employer Amounts">4. Employer Amounts</a><br>
<a href="#5. Status of Accounts">5. Status of Accounts</a><br>
<a href="#6. Disbursement">6. Disbursement</a><br>
<a href="#7. Death of a Participant">7. Death of a Participant</a><br>
<a href="#8. Amendment or Termination">8. Amendment or Termination</a><br>
<a href="#9. Administration">9. Administration</a><br>
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