Audit Committee February 13, 2008 final

CATERPILLAR INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (adopted by the Board of Directors on February 13, 2008) I. PURPOSE AND AUTHORITY The Audit Committee’s purpose is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to: • the integrity of Caterpillar’s financial statements; • Caterpillar’s compliance with legal and regulatory requirements; • the independent auditor’s qualifications and independence; • the performance of Caterpillar’s internal audit function and the independent auditor; • the effectiveness of Caterpillar’s internal controls; and the implementation and effectiveness of Caterpillar’s ethics and compliance program. In carrying out these responsibilities, the Audit Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities and the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the conduct of any investigation. The Audit Committee shall receive appropriate funding from Caterpillar, as determined in the Audit Committee’s sole discretion, for payment of compensation for such outside legal, accounting or other advisors employed by the Audit Committee. While the Audit Committee has the responsibilities set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that ...