CUMMINS ENGINE COMPANY, INC.
KEY EXECUTIVE COMPENSATION PROTECTION PLAN
The purpose of this Plan is to assist Cummins Engine Company, Inc. ("Cummins") in retaining the services of its
key executives and to permit those key executives to concentrate on performing their duties and to enable them
to give advice on any takeover proposal without undue concern regarding its potential impact on their personal
financial security and future.
The Cummins Board of Directors (the "Board") believes it is in the best interests of Cummins and its stockholders
that the Board be able to rely upon each key executive continuing in his position and to be available for advice by
providing him with appropriate termination protection to reduce the likelihood of his leaving Cummins to avoid a
sudden discharge in the event of a takeover.
1. Key Executives. "Participants" in this Plan shall consist of those officers and other employees of Cummins and
its subsidiaries who are from time to time designated as key executives to participate in this Plan by the Board. A
Participant whom the Board determines is no longer a key executive for purposes of this Plan shall cease to be a
Participant in this Plan when so notified of such determination, except that no such determination shall be made,
and if made shall have no effect, (i) within two years after a Change of Control (as hereinafter defined) or (ii)
during any period when Cummins has knowledge that a third person has taken steps reasonably calculated to
effect a Change of Control until, in the opinion of the Board, such person has abandoned or terminated its efforts
to effect a Change of Control.
2. Change of Control. For purposes of this Plan, a "Change of Control" shall be deemed to have taken place if
there has been a change in control of a nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934; provided that,
notwithstanding the foregoing, a