DIRECTORS' CHARITABLE AWARD PROGRAM

Under the Caterpillar Inc. Directors’ Charitable Award Program (the “Program”), Caterpillar Inc. (the “Company”) will make a donation of up to $1,000,000 in memory of each eligible Director.  The donation will be made by the Company, in the Director’s name, in ten equal annual installments, with the first installment to be made as soon as is practicable after the Director’s death.  Of the total donation amount, 50% will be donated to one or more eligible tax-exempt organizations (the “Donee(s)”) recommended by the Director, and the remaining portion of the donation will be made to the Caterpillar Foundation (the “Foundation”). The purpose of the Program is to acknowledge the service of the Company’s Directors, recognize the interest of the Company and its Directors in supporting worthy educational institutions and charitable organizations, provide an additional means of support to the Foundation, and enhance the Company’s Director benefit program so that the Company is able to continue to attract and retain Directors of the highest caliber.

All persons serving as Directors of the Company as of April 1, 1993 shall be eligible to participate in the Program. All Directors who join the Company’s Board of Directors after that date but before April 1, 2008 shall be immediately eligible to participate in the Program upon election to the Board.  A Director who joins the Board on or after April 1, 2008 shall not be eligible to participate in the Program.

While serving as a Director, the donation amount for a Director will be determined based on the Director’s months of Board service, in accordance with the following schedule:

A Director will continue to be eligible to participate in the program after he or she terminates Board service.  The total donation amount in effect on the date a Director’s Board service terminates shall be continued based upon his or her months of service on that date.  However, notwithstanding this schedule, a Director will be treated as having served for 60 or more months if he or she terminates Board service as a result of disability or mandatory retirement.

In determining a Director’s total donation amount, Board service prior to the effective date of the Program (even if it is not continuous service) will be counted.

When a Director becomes eligible to participate in the Program, he or she shall make a written recommendation to the Company, on a form approved by the Company for this purpose, designating the Donee(s) which he or she intend