CUMMINS ENGINE COMPANY, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Effective as of April 15, 1994
1. Purpose. The purpose of this Deferred Compensation Plan ("the Plan") is to provide non-employee Directors
of Cummins Engine Company, Inc. ("the Company") an opportunity to defer, in accordance with the terms and
conditions set forth herein, receipt of compensation otherwise payable to them by the Company.
2. Eligibility. Each Director of the Company who is not an officer or employee of the Company is eligible to
participate in the Plan. Any eligible Director who has filed an Election Form is also referred to herein as a
"Participant". A Director's annual term of service is the period immediately following an Annual Shareholders
Meeting to the subsequent year's Annual Shareholders Meeting. Said term of service is hereinafter referred to as
The Plan is effective for Payment Years commencing as of the 1994 Annual Shareholders Meeting.
(a) General Provisions
(i) Incumbent Directors -- Prior to March 15 of any calendar year, an incumbent eligible Director may elect that
the payment of all or any percentage of compensation otherwise payable during the subsequent and succeeding
Payment Years for his or her services as a Director shall be deferred and credited to an account or accounts
established in accordance with the terms of the Plan. (Included as "compensation" are all fees, including shares of
Common Stock of the Company otherwise payable pursuant to the Company's restricted Stock Plan for Non-
Employee Directors, earned as a Director, and fees to be received for serving as a chairperson or member or
attending a meeting of a committee of the Board of Directors, but shall not include any consulting fees.)
(ii) Newly-Appointed Directors -- An eligible Director newly elected to the Board of Directors may elect deferral
of compensation for the balance of the Payment Year in which he or she was elected. The election to defer