Agricultural Machinery

Amsterdam

Brussel

Londen

Madrid

New York

Parijs

Rotterdam

NOTE: THIS IS A TRANSLATION INTO ENGLISH OF THE ARTICLES OF ASSOCIATION (STATUTEN) OF A DUTCH COMPANY LIMITED BY SHARES (NAAMLOZE VENNOOTSCHAP). IN THE EVENT OF A CONFLICT BETWEEN THE ENGLISH AND DUTCH TEXTS, THE DUTCH TEXT SHALL PREVAIL.

DE/cm/80032595/5

On this, first day of April two thousand three, appeared before me, Maitre Bart Theodoor Droge, civil-law notary in Rotterdam:
Mr Remco Nicolaas van der Veer, employed at the offices of me, civil law notary, located at 3014 DA Rotterdam, Weena 750, born at
s-Hertogenbosch on the thirtieth day of July nineteen hundred seventy one.

The person appearing has declared that the general meeting of shareholders of the company limited by shares (naamloze vennootschap) CNH Global N.V., whose corporate seat is in Amsterdam and registered office at World Trade Center Amsterdam Airport, Schiphol Boulevard 217, 1118 BH Amsterdam, in its extraordinary general meeting of shareholders held on the twenty-seventh day of March two thousand three has resolved:

 
a.
 
to amend and restate the articles of association of the company as set forth hereinafter;
 

 
b.
 
to authorize him, the person appearing, to apply for the ministerial declaration of non-objection in respect of the draft of the present deed and after the obtaining thereof effect the amendment of the articles of association by the passing of a notarial deed.

The person appearing further declared that the said ministerial declaration of non-objection has been obtained as appears from the ministerial declaration, number N.V. 571.060, dated the thirteenth day of March two thousand three, which is hereto attached.
Implementing the aforesaid resolution the person appearing declared to amend and restate the articles of association of the company as follows:

ARTICLES OF ASSOCIATION

NAME AND CORPORATE SEAT

Article 1

1.
 
The name of the company is: CNH Global N.V.
 

2.
 
It has its corporate seat in Amsterdam.

OBJECTS

Article 2

The objects of the company are:

a.
 
to engage in, and/or to participate in and operate one or more companies engaged in the design, engineering, manufacture, sale or distribution of agricultural and construction equipment;
 

b.
 
to engage in and/or to participate in and operate one or more companies engaged in any business, financial or otherwise, which the company may deem suitable to be carried on in conjunction with the foregoing;
 

c.
 
to render management and advisory services;

d.
 
to issue guarantees, provide security, warrant performance or in any other way assume liability for or in respect of obligations of group companies;
 

e.
 
to do anything which a company may lawfully do under the laws of the Netherlands which may be deemed conducive to the attainment of the objects set out in paragraphs a, b, c and d foregoing.

SHARE CAPITAL AND SHARES

Article 3

1.     The authorized share capital of the company amounts to one billion three hundred fifty million Euro (EUR 1,350,000,000.), divided into four hundred million (400,000,000) common shares and two hundred million (200,000,000) Series A preference shares of two Euro and twenty-five Euro cent (2.25) each. Any reference in these articles of association to shares or shareholders without further specification shall be understood to mean both common shares and Series A preference shares or the holders thereof, respectively.

2.     When shares are subscribed for, there shall be paid-up thereon the par value thereof and in addition, if the shares are subscribed at a higher amount, the difference between such amounts, without prejudice to the provision of article 2:80 paragraph 2 of the Civil Code. Where shares of a particular class are subscribed at a higher amount than the nominal value, the difference between such amounts shall be carried to the share premium reserve of that class.

3.     The Company shall not lend its co-operation to the issue of certificates of beneficial ownership (certificaten van aandelen) for shares in its share capital.

4.     The power to confer voting rights and rights as referred to in article 2:89 paragraph 4 of the Civil Code on those who have a right of pledge over shares is excluded.

5.     The Series A preference shares are convertible into common shares subject to the rate of conversion and the further terms and conditions the board of directors shall determine. The board of directors shall deposit the relevant resolution with the office of the Trade Register where the company has its corporate seat within eight days from its adoption.

6.     Simultaneous with each conversion of the Series A preference shares: (i) such number of unissued common shares as, upon conversion, will replace the Series A preference shares to be converted, will, subject to issuance to the extent necessary, be converted into issued common shares and the number of issued Series A preference shares to be converted, will, upon conversion, be converted into unissued Series A preference shares; and (ii) such portion of the share premium reserve as is attributable to the Series A preference shares to be converted, shall be carried to the share premium reserve attributable to the common shares.

7.     The conversion date of the Series A preference shares shall be: (i) the date defined in the resolution of the board of directors by which the terms and conditions of conversion are set; or (ii) the date of the execution of the deed of amendment of the articles of association of the company where an amendment of paragraph 1 of this article would be required for the purpose of a conversion, whichever is the later day (the Conversion Date).

8.     The board of directors shall notify the office of the Trade Register where the company has its corporate seat of any conversion pursuant to this article within eight days from the Conversion Date.

9.     Immediately upon a conversion pursuant to this article the board of directors shall enter the changes in the register of shareholders referred to in article 9 hereof.


148853

    AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated September 27, 2001, between Caterpillar Inc., a Delaware corporation, (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent") to the Rights Agreement dated December 11, 1996 (the "Rights Agreement"), between the Company and First Chicago Trust Company.

    The Company executed and entered into the Rights Agreement with First Chicago Trust. The Board of Directors of the Company has determined to  . . .