AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

BY AND AMONG

WESTERN POWER & EQUIPMENT CORP.,

E-MOBILE, INC.,

AND

E-MOBILE HOLDINGS, INC.

DATED AS OF NOVEMBER 1, 2000

TABLE OF CONTENTS

Exhibit 4.1

CATERPILLAR 401(K) PLAN


(Effective January 1, 2003)

CATERPILLAR 401(K) PLAN

Table of Contents

ARTICLE I INTRODUCTION

Section 1.1 The Plan

Section 1.2 Type of Plan

Section 1.3 Plan Objectives

Section 1.4 Exclusive Benefit

Section 1.5 Funding

Section 1.6 Sponsor and Employers

Section 1.7 Effective Date

Section 1.8 Employees' Investment Plan

Section 1.9 Supplements and Appendices

ARTICLE II DEFINITIONS AND RULES OF INTERPRETATION

Section 2.1 Definitions

Section 2.2 Conformance with Code and ERISA

Section 2.3 Gender and Number; Effect of Titles

SUPPLEMENTAL PENSION BENEFIT PLAN

as Amended and Restated as of January 1, 1999

SECTION 1. INTRODUCTION

1.1 Background. Caterpillar Inc. has amended the Retirement Income Plan to limit the monthly amount payable to employees, retired employees and former employees who are receiving pension benefits under that plan so that benefits payable under that plan cannot exceed the maximum pension benefit limitations imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the "Code"). This Supplemental Pension Benefit Plan (the "Plan"), as set forth in the succeeding Sections of this document, provides additional pension benefits to persons hereinafter described who are eligible for benefits under this Plan and supplements monthly amounts of retirement income payable under such Retirement Income Plan. The Plan has also been amended to provide benefits that would have accrued under the Retirement Income Plan but for the employee's election to defer salary or incentive compensation under the Company's Supplemental Employees' Investment Plan or Deferred Employees' Investment Plan.

1.2 Use of Terms. Certain terms, as used in this Plan, are defined in Section 8 or elsewhere in this Plan, and are capitalized, and when so used shall have the defined meanings given to them in this Plan.

SECTION 2. ELIGIBILITY

2.1 Eligibility for and Accrual of Benefits. The Plan, as set forth below, applies only to persons who from time to time are receiving, are eligible to receive or are accruing retirement income on or after the Effective Date under the Retirement Income Plan. An employee shall accrue benefits under this Plan in accordance with the provisions of subsections 3.1, 3.2 and 3.4 hereof so long as he remains covered under the Retirement Income Plan and 1) his compensation exceeds the limitation imposed by Code Section 401(a)(17), as adjusted for cost-of-living pursuant to that Section, 2) his benefits under that plan are limited by Code Section 415, as adjusted for cost-of-living pursuant to that Section, or 3) he loses benefits that would have accrued under the Retirement Income Plan but for his election to defer salary or incentive compensation under the Company's Supplemental Employees' Investment Plan or Deferred Employees' Investment Plan.

SECTION 3. PAYMENT OF BENEFITS

3.1 Benefit Formula. A monthly supplemental pension benefit will be payable under this Plan to an Eligible Person in each month equal to the excess of (a) the amount of retirement income that would be payable to such person for that month under the Retirement Income Plan but for the limitations contained in subsections 4.6 and 4.8 of the Retirement Income Plan, as amended, over (b) the amount actually paid to such person for that month under the Retirement Income Plan.

CATERPILLAR INC.
DIRECTORS? DEFERRED COMPENSATION PLAN, AS AMENDED
(AS AMENDED AND RESTATED THROUGH 4/12/99)

AMENDMENT TO THE CNH GLOBAL N.V.
OUTSIDE DIRECTORS� COMPENSATION PLAN

     This Amendment to the Outside Directors� Compensation Plan (the �Plan�) which was last amended and restated as of May 8, 2003 is hereby made effective as of April 26, 2004 following approval b