CATERPILLAR INC — Proxy Solicitation & Information Statement 2011

May 24, 2011

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100 NE Adams Street Peoria, Illinois 61629

May 24, 2011

Dear Caterpillar Stockholder:

We have previously sent you proxy material for the Annual Meeting of Caterpillar Inc. to be held on June 8, 2011. Your Board of Directors recommends that you vote FOR proposals 1-4, ONE YEAR on proposal 5, and AGAINST proposals 6-12.

Your vote is important -- please vote your proxy TODAY by telephone, via the Internet, or by signing and returning the enclosed proxy card.

Even if you believe you have already voted, we encourage you to vote now to ensure your vote has been validly cast and is counted at the meeting. Your vote will only be counted once.

Thank you for your participation.

Very truly yours,

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Christopher M. Reitz Corporate Secretary

IMPORTANT NOTE:

Remember, you can vote by telephone or via the Internet -- Simply follow the easy instructions on the enclosed proxy or voting instruction card.

If you have any questions, or need assistance voting your shares, please call our proxy solicitor, INNISFREE M&A INCORPORATED TOLL-FREE, at 1-877-687-1865.