Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 11, 2009, the Board of Directors of the Registrant (the
"Board") elected Richard P. Lavin, a Group President of Caterpillar Inc., a
director of the Corporation for a term expiring at the 2011 annual meeting
of stockholders of the Registrant. Mr. Lavin was also elected to the Audit
and Finance Committees of the Board. Mr. Lavin will be entitled to receive
the same compensation for service as a director as is applicable to the
Registrant's other directors. That compensation is described in the
Registrant's proxy statement dated April 3, 2009.
