additional proxy information
June
8,
2006
Sean
Hanna
Investment
Proxy
Research Group
Fidelity
Investment
One
Federal
Street
Boston,
MA
02109
Dear
Sean:
Thank
you for
contacting us with your follow-up questions and concerns regarding the
Caterpillar Inc. 2006 Long-Term Incentive Plan (Plan), which was submitted
for
stockholder approval at the upcoming stockholder meeting.
Partially
based on
your feedback, we will be recommending the Board authorize the following
amendments to the plan:
·
With
the exception of termination due to death, permanent disability, change in
control, retirement and termination without cause, Performance Shares will
have
a minimum vesting requirement of one (1) year,
·
With
the exception of termination due to death, permanent disability, change in
control, retirement and termination without cause, full value awards without
a
performance criteria will have a minimum vesting requirement of three (3) years,
·
5%
of
shares available under the current and future plans for performance share and
full value awards can be issued without any vesting restrictions, and,
·
The
administration of discretionary awards for non-employee Directors will be
transferred to the Compensation Committee, which is comprised of independent
directors.
We
trust these provisions show good faith on our part in establishing and operating
incentive plans that serve shareholder interests, and look forward to your
support of the plan during the upcoming meeting. Please do not hesitate to
contact me should you have additional questions or concerns.
Regards,
Gregory
S.
Folley
Director,
Compensation + Benefits