CATERPILLAR INC.
(the “Company”)
CHARTER OF THE
EXECUTIVE COMMITTEE
OF THE BOARD OF DIRECTORS(adopted by the Board of Directors on June 8, 2022)

I.

PURPOSE AND GENERAL RESPONSIBILITIESThe Executive Committee (the "Committee") is appointed by the Board of Directors ofCaterpillar Inc. (the "Board") to assist the Board in fulfilling its oversight responsibilities
by acting on behalf of the Board during the periods between regularly scheduled meetingsof the Board.
To perform these functions, the Committee shall have the authority to perform the specificduties enumerated in this Charter and, upon the direction or approval of the Board, toundertake other activities on behalf of the Board. The Committee is authorized to request
reports on matters related to its authority, its duties as described in this Charter and on
any subject that it deems related to its responsibilities. All employees of the Company
shall cooperate as requested by the Chairman of the Committee. The Committee isempowered to retain and terminate such advisors and consultants as it deems necessaryto assist the Committee in fulfilling its responsibilities and shall have sole authority toapprove such advisor’s fees and other retention terms. The Committee shall recommend
to the Board any extensions or changes in the authority or duties of the Committee that it
deems appropriate.

II.

COMPOSITION
The Committee shall be comprised of the Board’s Presiding Director, or non-executive
Chairman, as applicable, who will be the Chairman of the Executive Committee and theChairmen of the Audit Committee, Compensation and Human Resources Committee,
Nominating & Governance Committee and Sustainability & Public Policy Committee.
Each member of the Committee shall be "independent" under the New York Stock
Exchange listing standards, as determined by the Board. The members of the Committee
shall be appointed and replaced by the Board. The Board may fill vacancies on theCommittee and remove a member of the Committee at any time with or without cause.

III.

MEETING ATTENDANCE AND MINUTESThe Committee shall meet at such times as the Chairman of the Committee shalldesignate, and notice of such meetings shall be given to Committee members, all inaccordance with the bylaws of the Company. Directors not on the Committee may attend
meetings. One-third of the Committee, but not less than two members, shall constitute aCaterpillar: Confidential Greenquorum for the transaction of business. Unless the Committee by resolution determines
otherwise, any action required or permitted to be taken by the Committee may be taken
without a meeting if all members of the Committee consent thereto in writing and thewriting or writings are filed with the minutes of the proceedings of the Committee. As
necessary or desirable, the Chairman of the Committee may require that any members ofmanagement and outside consultants be present at meetings of the Committee. Membersof the Committee may participate in a meeting through use of conference telephone orsimilar communications equipment, so long as all members participating in such meeting
can hear one another, and such participation shall constitute presence in person at suchmeeting.
The Committee shall report to the Board periodically or as required by the nature of its
duties on its activities and shall make such recommendations to the Board as theCommittee decides are appropriate. The Chairman of the Committee shall review andapprove the Committee minutes and they shall be filed with the Secretary of the Company
for retention with the records of the Company. Copies of such minutes shall be presented
to each Board member.
IV.

RESPONSIBILITIES AND DUTIESThe following responsibilities are set forth as a non-exclusive guide for fulfilling thepurposes of the Committee. The Committee is authorized to carry out these activities andother actions reasonably related to the Committee’s purposes or assigned by the Board
from time to time. The Committee may form and delegate authority to subcommittees
when appropriate.

A. General Duties
Subject to the limitations imposed by the Board, applicable law, the Company’s By -laws
and the Company’s Guidelines on Corporate Governance Issues, the Committee will haveand may exercise all powers and authority of the Board with respect to:a. matters delegated to it by the Board for deliberation or action; andb. time-sensitive matters requiring Board action that, in determination of theChairman of the Board, should not await the Board’s next regularly scheduled
meeting between regularly scheduled meetings of the Board. These responsibilities
include the power and authority to declare dividends, authorize repurchase shares
and approve the issuance or modification of long-term debt in excess of $1 billion.
B. Chairman of the Board and CEO Succession
The Committee shall oversee and monitor the succession planning process for theChairman of the Board and Chief Executive Officer and, at least annually, shall review
the Company’s succession plans for these positions.

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