CUMMINS ENGINE COMPANY, INC.
STOCK UNIT APPRECIATION PLAN
Effective as of October 9, 1990
The purpose of the Stock Unit Appreciation Plan (the "Plan") is to provide a means by which Cummins Engine
Company, Inc. (the "Company") and/or its subsidiary corporations shall be able to attract and retain competent
key employees (including officers and directors who are employees) and provide those personnel with an
opportunity to participate in the increased value of the Company which their efforts, initiative, and skill have
helped and will continue to help produce. The Plan is effective as of October 9, 1990.
(a) The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors
(the "Board") as that Committee may be constituted from time to time. The Committee shall consist of at least
three members of the Board selected by the Board, all of whom shall be Disinterested Persons. A Disinterested
Person for purposes of the Plan is one who is not at the time he exercises discretion in administering the Plan or at
any time within one year prior thereto eligible for participation in the Plan or any other plan of the Company that
would entitle him or her to acquire stock, stock options or stock appreciation units of the Company.
(b) A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of
the members of the Committee shall be fully effective as if it had been made by a majority vote at a meeting duly
called and held.
(c) Subject to the express provisions of the Plan, the Committee also shall have complete authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations
necessary or advisable for the administration of the Plan. The determinations of the Committee on the matters