to make, alter, amend and repeal the bylaws (except so far as the bylaws adopted by the stockholders shall otherwise 
provide). Any bylaws made by the Board of Directors under the powers conferred hereby may be altered, amended or 
repealed by the Board of Directors or by the stockholders. Notwithstanding the foregoing and anything contained in this 
Certificate of Incorporation to the contrary, Sections 1(b)(ii), 1(c) and 3(f) of Article II, and Section 1 of Article 
III of the bylaws shall not be altered, amended or repealed, and no provisions inconsistent therewith shall be adopted, 
without the affirmative vote of the holders of not less than a majority of the outstanding stock of the corporation 
entitled to vote generally in the election of directors, voting together as a single class (it being understood that 
for the 
 
purposes of this Article FIFTH, each share shall have one vote except as otherwise provided in accordance with Article 
FOURTH). 
SIXTH: (a) The number of directors which shall constitute the whole Board of Directors of this corporation shall be as 
specified in the bylaws of the corporation, subject to the provisions of Article FIFTH herein and this Article SIXTH. 
(b) At each annual meeting of stockholders, directors shall be elected for a term of office to expire at the next 
annual meeting of stockholders, with each director to serve until his successor is duly elected and qualified or until 
his death, resignation or removal. 
 a. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent 
    director. 
 b. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board 
    of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the 
    affirmative vote of a majority of the remaining directors then in office (and not by stockholders), even though 
    less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall 
    hold office until the next annual meeting of stockholders and until such director's successor shall have been 
    elected and qualified. 
 c. Any director may be removed from office without cause but only by the affirmative vote of the holders of not less 
    than a majority of the outstanding stock of the corporation entitled to vote generally in the election of 
    directors, voting together as a single class (it being understood that for the purpose of this Article SIXTH, each 
    share shall have one vote except as otherwise provided in accordance with Article FOURTH). 
 d. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock issued by this 
    corporation having a preference over the common stock as to dividends or upon liquidation, shall have the right, 
    voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the 
    election, term of office, filling of vacancies, terms of removal and other features of such directorships shall be 
    governed by the terms of Article FOURTH and the resolution or resolutions establishing such class or series adopted 
    pursuant thereto. 
SEVENTH: (a) Any action required or permitted to be taken by the stockholders of the corporation must be effected at a 
duly called annual or special meeting of such holders and may not be effected by any consent in writing by such 
holders. 
(b) Special meetings of the stockholders of this corporation for any purpose or purposes may be called at any time by 
the Chairman of the Board, the Chief Executive Officer, the Secretary or by the Board of Directors pursuant to a 
resolution approved by a majority of the entire Board of Directors, but such special meetings may not be called by any 
other person or persons, except as otherwise provided in the bylaws of this corporation. 
 b. Advance notice of stockholder nominations for the election of directors shall be given in the manner provided in 
    the bylaws of this corporation. 
 e. Election of directors need not be by written ballot unless the bylaws of this corporation shall so provide. 
EIGHTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this 
Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of 
Incorporation, and all rights conferred on stockholders herein are granted subject to this reservation. Notwithstanding 
the foregoing, the affirmative vote of not less than a majority of the total voting power of all outstanding shares of 
stock in this corporation entitled to vote generally in the election of directors voting together as a single class (it 
being understood that for the purposes of this Article EIGHTH, each share shall have one vote except as otherwise 
provided in accordance with Article FOURTH) shall be required to alter, 
 
amend or repeal, or adopt any provisions inconsistent with the provisions set forth in Articles FIFTH, SIXTH, SEVENTH, 
and this Article EIGHTH. 
NINTH: No director shall be personally liable to the corporation or any stockholders for monetary damages for breach of 
fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 
of Title 8 of the Delaware Code (relating to the Delaware General Corporation Law) or any amendment thereto or any 
successor provision thereto or shall be liable by reason that, in addition to any and all other requirements for such 
liability, such director (i) shall have breached the duty of loyalty to the corporation of its stockholders, (ii) shall 
not have acted in good faith, or, in failing to act, shall not have acted in good faith, (iii) shall have acted in a 
manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a 
manner involving intentional misconduct or a knowing violation of law, or (iv) shall have derived an improper personal 
benefit. Neither the amendment nor repeal of this Article NINTH, nor the adoption of any provision of the Certificate 
of Incorporation inconsistent with this Article NINTH, shall eliminate or reduce the effect of this Article NINTH in 
respect of any matter occurring, or any cause of action, suit or claim that, but for this Article NINTH would accrue or 
arise, prior to such amendment, repeal or adoption of an inconsistent provision. 
 
EXHIBIT 3.3 
RESTATED CERTIFICATE OF INCORPORATION 
OF 
CATERPILLAR INC. 
Caterpillar Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as 
follows: 
 1. The present name of the corporation is Caterpillar Inc. The name under which the corporation was originally 
    incorporated was in Delaware was Caterpillar Inc. and the original Certificate of Incorporation of the corporation 
    was filed with the Secretary of State of the State of Delaware on March 12, 1986. 
 2. This Restated Certificate of Incorporation of the corporation only restates and integrates, and does not further 
    amend, the provisions of the Restated Certificate of Incorporation of the corporation, as heretofore amended, and 
    there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation. 
 3. This Restated Certificate of Incorporation has been duly adopted in accordance with Section 245 of the General 
    Corporation Law of the State of Delaware (the "DGCL"). 
 4. Pursuant to Section 245 of the DGCL, the Restated Certificate of Incorporation of the corporation, as heretofore 
    amended, is hereby restated and integrated to read in its entirety as set forth on Exhibit 1. 
 5. This Restated Certificate of Incorporation shall become effective at 12:01 a.m., Eastern Time, on this 3rd day of 
    February 2020. 
IN WITNESS WHEREOF, said Caterpillar Inc. has caused this certificate to be signed by D. James Umpleby III, its Chief 
Executive Officer, and attested by Suzette M. Long, its Chief Legal Officer and General Counsel, this 29th day of 
January 2021. 
Caterpillar Inc. 
By: /s/ D. James Umpleby III 
Name: D. James Umpleby III 
Title: Chief Executive Officer 
ATTEST: 
By: /s Suzette M. Long 
Name: Suzette M. Long 
Title: Chief Legal Officer and General Counsel 
 
RESTATED CERTIFICATE OF INCORPORATION 
OF 
CATERPILLAR INC. 
Caterpillar Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as 
follow: 
 1. The name of the corporation is Caterpillar Inc. The date of filing its original Certificate of Incorporation with 
    the Secretary of State was March 12, 1986. 
 2. This Restated Certificate of Incorporation restates and integrates and further amends the provisions of the 
    Certificate of Incorporation of this corporation and has been duly adopted by the stockholders of the corporation 
    in accordance with the provisions of Sections 242 and 245 of the General  Corporation Law of Delaware. 
 3.    The text of the Certificate of Incorporation is amended and restated to read as herein set forth in full: FIRST: 
    The name of this corporation is Caterpillar Inc. 
FIRST: The name of this corporation is Caterpillar Inc. 
SECOND: The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center 
Service Company,1209 Orange Street 251 Little Falls Drive in the City of Wilmington, 19808 County of New Castle, and 
the name of its registered agent at that address is The Corporation Trust Service Company. 
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be 
organized under the General Corporation Law of Delaware. 
FOURTH: (a) The corporation is authorized to issue two classes of shares to be designated, respectively, "common stock" 
and "preferred stock." The total number of such shares shall be two billion and five million (2,005,000,000), all of

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