Provided is a process for preparing copolymers of ethylene with α-olefin. More specifically, provided are transition metal compound being useful as catalyst for preparing those copolymers, a catalyst composition comprising the same, and a process for preparing elastic copolymers of ethylene with α-olefin, having the density of not more than 0.910, which can be adopted to a wide variety of applications including film, electric wires, and hot-melt adhesives. The catalyst composition is a catalytic system which comprises transition metal catalyst comprising a cyclopentadiene derivative and at least one anionic ligand(s) of aryloxy group with an aryl derivative at ortho-position, and boron or aluminum compound as an activator. Provided is a process for copolymerizing ethylene with α-olefin to produce copolymer having narrow molecular weight distribution and uniform density distribution with the density of not more than 0.910, with high activity and excellent reactivity on higher α-olefin.