100 NE Adams Street
Peoria, Illinois 61629
March 14, 2003
According to our latest records, we have not yet received your proxy for the important Annual Meeting of Stockholders of Caterpillar Inc., to be held on April 9, 2003. Your Board of Directors has unanimously recommended that shareholders vote FOR Proposal 1 and AGAINST Proposal 2.
Please help your company avoid the expense of further solicitation -- vote your proxy TODAY by telephone, via the Internet, or by signing and returning the enclosed proxy card.
Thank you for your cooperation.
Very truly yours,
James B. Buda
Remember, you can now vote by telephone or
via the Internet --
you have any questions, or need assistance in the last-minute voting
PROXY AND VOTING INSTRUCTION
[LOGO OF CATEPILLAR INC.]
ANNUAL MEETING OF STOCKHOLDERS-APRIL 9, 2003
This proxy is solicited on behalf of the Board of Directors
At the Annual Meeting of Stockholders of the Company on April 9, 2003, or at any adjournments thereof, the undersigned hereby (i) appoints S.X. McKessy 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 or CIBC MELLON TRUST COMPANY, as Trustee, to appoint S.X. McKessy 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 the Employees' Investment Plan Trust, the Caterpillar Inc. Investment Trust and/or the Caterpillar Inc. Profit Sharing Trust at the close of business on February 10, 2003, as directed hereon on the following matters, and, in their discretion, on any other matters that may come before the meeting.
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. THIS CARD ALSO CONSTITUTES VOTING INSTRUCTIONS FOR ANY SHARES HELD BY THE UNDERSIGNED IN ANY COMPANY EMPLOYEE INVESTMENT PLANS.
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 annual report and 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.
|Please mark your
|vote as in this
This Proxy, when properly executed will be voted in the manner you have directed. If no direction is given, this signed Proxy will be voted in accordance with the Board of Directors' recommendations.
Directors recommend a vote "FOR"
Election of Directors
01. Glen A. Barton
02. David R. Goode
03. Charles D. Powell
04. Joshua I. Smith
For, except vote withheld from the following nominee(s):
|Directors recommend a vote "AGAINST"
|Stockholder Proposal-Rights Plan
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
common stock for the upcoming Annual Meeting of Stockholders.
YOU CAN VOTE TODAY IN ONE OF THREE WAYS:
|Call toll-free at 1-888-216-1363
on a touch-tone telephone.
Your Control Number is:
|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.