RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
(As Amended February 11, 1997)
1. Purpose. This Restricted Stock Plan for Non-Employee Directors ("the Plan") is intended to attract and retain
the services of experienced and knowledgeable independent directors of Cummins Engine Company, Inc. ("the
Company") for the benefit of the Company and its stockholders and to provide additional incentive for such
Directors to continue to work for the best interests of the Company and its stockholders.
2. Stock Available for Awards. No additional shares of the Company's common stock ("Common Stock") shall
be reserved for issuance under the Plan. Instead, the number of shares available under the Plan shall be integrated
with the number available for awards pursuant to the Company's 1992 Stock Incentive Plan ("the SIP"). Awards
made under this Plan shall reduce the number of shares of Common Stock available for awards under the SIP.
3. Administration. The Plan shall be administered by the Board of Directors of the Company ("the Board").
Subject to the express provisions of the Plan, the Board shall have plenary authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the
restrictions on Common Stock awards (which shall comply with and be subject to the terms and conditions of the
Plan) and to make all other determinations necessary or advisable for the administration of the Plan. The Board's
determinations of the matters referred to in this Paragraph 3 shall be conclusive.
4. Participation in the Plan. Persons who are now or shall become incumbent Directors of the Company who are
not at the respective times employees of the Company or any subsidiary of the Company shall be eligible to
participate in the Plan ("an Eligible Director"). A Director of the Company shall not be deemed to be an
employee of the Company solely by reason of the existence of a consulting contract or arrangement between