CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES
1992 STOCK INCENTIVE PLAN
1. OBJECTIVES. The Cummins Engine Company, Inc. 1992 Stock Incentive Plan (the "Plan") is designed to
retain and motivate executives and other selected employees. These objectives are accomplished by making
incentive awards of the Company's stock under the Plan thereby providing participants with a proprietary interest
in the growth and performance of the Company.
(a) "Award" -- The grant of any form of stock option, stock appreciation right or stock award whether granted
singly, in combination or in tandem, to a Participant pursuant to such terms, conditions and limitations as the
Committee may establish in order to fulfill the objectives of the Plan.
(b) "Award Agreement" -- An agreement between the Company and a Participant that sets forth the terms,
conditions and limitations applicable to an Award.
(c) "Board" -- The Board of Directors of the Company.
(d) "Change of Control" -- 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 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 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 "Exch