CATERPILLAR INC - CAT Proxy Statement (definitive) (DEF 14A) Proxy Card

Proxy Card

PROXY AND VOTING INSTRUCTION

ANNUAL MEETING OF STOCKHOLDERS— JUNE 9, 2010

This proxy is solicited on behalf of the Board of Directors

At the Annual Meeting of Stockholders of Caterpillar Inc. (the "Company" or "Caterpillar") on June 9, 2010, or at any adjournments thereof, the undersigned hereby (i) appoints C.C. SPEARS and J.J. FUNK, and each of them, proxies with power of substitution to vote the common stock of the undersigned and/or (ii) directs THE NORTHERN TRUST COMPANY, CIBC MELLON TRUST COMPANY or RELIANCE TRUST COMPANY, as Trustee, to appoint C.C. SPEARS and J.J. FUNK, and each of them, proxies with power of substitution to vote all shares of the Company’s stock credited to the accounts of the undersigned under any Caterpillar Inc. or subsidiary employee benefit plan at the close of business on April 12, 2010, as directed hereon on the following matters, and, in their discretion, on any other matters that may come before the meeting. For employee benefit plan participants, if the trustees have not received directions from the undersigned by 8:00 a.m. Eastern Time, on June 7, 2010, the trustees will act in accordance with the employee benefit plan documents.

You are encouraged to specify your choices by marking the appropriate boxes. However, if you wish to vote in accordance with the Board of Directors’ recommendations, simply sign and return this card.

		SEE REVERSE SIDE
^TO VOTE BY MAIL, PLEASE DETACH HERE^

PLEASE VOTE TODAY!

SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE.

ELECTRONIC DELIVERY OF PROXY MATERIALS

Sign up to receive next year’s proxy materials via the Internet. To sign up for this optional service, visit https://www.proxyvotenow.com/cat . Please note you must type an “s” after “http”.

X		Please mark your vote as in this example

This Proxy, when properly executed, will be voted in the manner you have directed. If you return a signed proxy with no direction given, it will be voted in accordance with the Board of Directors' recommendations.

Directors recommend a vote "FOR"

1.	Election of Class III - Directors nominated for election this year
		FOR	WITHHOLD
			
	Nominees: 01. John T. Dillon 02. Juan Gallardo 03. William A. Osborn 04. Edward B. Rust, Jr. 05. Susan C. Schwab
For, except vote withheld from the following nominee(s):

		FOR	AGAINST	ABSTAIN
2.	Ratify Auditors			

3.	Amend 2006 Long-Term Incentive Plan			

4.	Amend Articles and Bylaws to Declassify Board			

5.	Amend Articles and Bylaws to Eliminate Supermajority Vote Requirements			

Directors recommend a vote "AGAINST"

		FOR	AGAINST	ABSTAIN
6.	Stockholder Proposal— Independent Chairman of the Board			
7.	Stockholder Proposal— Review of Global Corporate Standards			
8.	Stockholder Proposal— Special Stockholder Meetings			

		DATE		2010

		SIGNATURE

		SIGNATURE

		NOTE: Please sign exactly as name appears hereon. If more than one owner, each must sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

^TO VOTE BY MAIL, PLEASE DETACH HERE^

YOUR VOTE IS IMPORTANT.

Please take a moment now to vote your shares of Caterpillar Inc.

common stock for the upcoming Annual Meeting of Stockholders.

YOU CAN VOTE TODAY IN ONE OF THREE WAYS:

1 .

Vote by Telephone— Please call toll-free at 1-888-216-1363 on a touch-tone telephone and follow the simple recorded instructions. Then, if you wish to vote as recommended by the Board of Directors, simply press 1. If you do not wish to vote as the Board recommends, you need only respond to a few simple prompts. Your vote will be confirmed and cast as you directed. (Telephone voting is available for residents of the U.S. and Canada only.)

2.	Vote by Internet— Please access https://www.proxyvotenow.com/cat and follow the simple instructions on the screen. Please note you must type an “s” after “http”.

[Control Number]

You may vote by telephone or Internet 24 hours a day, 7 days a week.
Your telephone or Internet vote authorizes the named proxies in the same manner
as if you had executed a proxy card.

3.	Vote by Mail— If you do not wish to vote by telephone or over the Internet, please complete, sign, date and return the proxy card in the envelope provided to: Caterpillar Inc., c/o Innisfree M&A Incorporated, FDR Station, P.O. Box 5156, New York, NY 10150-5156.

Notice Card

Important Notice Regarding the Availability of

Proxy Materials for the Caterpillar Inc.

Annual Meeting of Stockholders to Be Held on June 9, 2010

As allowed under U.S. Securities and Exchange Commission rules, you are receiving this notice that the proxy materials, including the 2010 proxy statement and 2009 general and financial information, for the Caterpillar Inc. 2010 Annual Meeting of Stockholders are available on the Internet. Follow the instructions below to view the proxy materials and vote online or request paper or e-mail copies. Information about the annual meeting, including the items to be voted on, is provided on the reverse side of this notice.

THIS IS NOT A PROXY CARD. If you wish to cast your vote on a traditional proxy card, you must request that a paper copy of the proxy materials be mailed to you by following the instructions at the bottom of this page.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

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To view the proxy materials, please have this notice available and visit: www.eproxyaccess.com/cat2010

Please have this notice available when you access the voting website. Follow the instructions on the screen to log into the website to vote. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned a proxy card.

If you want to receive a paper or e-mail copy of the proxy materials, you must request one by following the instructions below:

Internet – Go to www.eproxyaccess.com/cat2010 and follow the registration instructions.

Telephone – Call us free of charge at 1-866-580-7648 from within the United States or Canada.

E-mail – Send us an e-mail at cat@eproxyaccess.com, using the number in the box above as the subject line, and state whether you wish to receive a paper or e-mail copy of the proxy materials and whether your request is for this meeting only or all future meetings.

There is no charge to you for requesting a copy. Please make your request for a copy as instructed above on or before June 1, 201009 to facilitate timely delivery.

Caterpillar Inc.

Notice of Annual Meeting of Stockholders

The annual meeting of stockholders of Caterpillar Inc. will be held on Wednesday, June 10, 2009 at 1:30 p.m., Central Daylight Time, at the Northern Trust Building, 50 South LaSalle Street, Chicago, Illinois.

The matters intended to be acted upon at the meeting are listed below:

1.	Election of directors: John T. Dillon, Juan Gallardo, William A. Osborn, Edward B. Rust, Jr., and Susan C. Schwab.

2.	Proposal to ratify the appointment of the independent registered public accounting firm for the 2010 fiscal year.

3.	Amend 2006 Long-Term Incentive Plan.

4.	Amend Restated Certificate of Incorporation and Bylaws to Provide for Annual Election of Directors.

5.	Amend Restated Certificate of Incorporation and Bylaws to Eliminate Supermajority Voting Requirements.

6.	Stockholder Proposal - Independent Chairman of the Board.

7.	Stockholder Proposal - Review of Global Corporate Standards.

8.	Stockholder Proposal - Special Stockholder Meetings.

9.	To consider such other business as may properly come before the meeting.

The Board of Directors recommends that you vote FOR the election of each of the nominees for director, FOR the ratification of the appointment of the independent registered public accounting firm for the 2010 fiscal year, FOR the amendment of the 2006 Long-Term Incentive Plan, FOR the amendments to the Restated Certificate of Incorporation and Bylaws and AGAINST the three stockholder proposals.

These items of business are more fully described in the proxy materials relating to the annual meeting. Follow the instructions on the reverse side of this notice to view the proxy materials and vote via the Internet or to request a paper or e-mail copy of the proxy materials. Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

You are entitled to vote at the annual meeting only if you were a stockholder of Caterpillar Inc. as of the close of business on April 12, 2010, which is the record date for the annual meeting.

If you are a stockholder as of the record date, you are invited to attend the annual meeting and you may vote in person.

You must have an admission ticket to attend. Procedures for requesting the admission ticket are included in the proxy materials. Directions to attend the meeting will be provided along with any issued admission tickets.