CUMMINS ENGINE COMPANY, INC.
EXHIBIT 10(d)
SUPPLEMENTAL LIFE INSURANCE AND DEFERRED INCOME PLAN
Effective as of January 1, 1986 Amended as of September 22, 1967 Amended as of January 12, 1989
Amended as of February 14, 1989
Introduction
Cummins Engine Company, Inc. (the "Company") has previously determined that it is appropriate to establish a
supplemental life insurance and deferred income program (the "Program") for officers and other key employees of
the Company, so as to provide increased protection and liquidity for the officers, key employees and their
families and to establish a mechanism to provide them with additional retirement income. The Company has
established a trust (the "Trust") for the purpose of accumulating assets and holding title to property intended to be
used to provide benefits under the Program and certain other benefit plans of the Company.
Article I. Definitions
Section 1.1.
"Change of Control" means the occurrence of any of the following:
(i) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company's common stock would be
converted in whole or in part into cash, other securities or other property, other than a merger of the Company in
which the holders of the Company's common stock immediately prior to the merger have substantially the same
proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any
sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all the
assets of the Company, or (ii) the stockholders of the Company shall approve any plan or proposal for the
liquidation or dissolution of the Company, or (iii) any "person" (as such term is used in Sections 13(d) (3) and 14
(d)(2) of the Securities Exchange Act of 1934, as amended [the "Exchange Act"]), other than the Company or a
subsidiary thereof or any employe