2006 EXECUTIVE RETENTION PLAN
(Effective as of January 1, 2006)
The Board of Directors of Cummins Inc. (the “Company”) has determined that it is in the best interests of
the Company and its shareholders to assure that the Company will have the continued dedication of its
executives, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the
Company. The Board of Directors (the “Board”) believes it is imperative to diminish the inevitable distraction of
the executives by virtue of the personal uncertainties and risks created by a pending or threatened Change of
Control and to encourage the executives’ full attention and dedication to the Company currently and in the event
of any threatened or pending Change of Control, and to provide the executives with updated compensation and
benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of
the executives will be satisfied and which are competitive with those of other major U.S. industrial corporations.
In order to accomplish these objectives, the Board has caused the Company to adopt this Cummins Inc. 2006
Executive Retention Plan (the “Plan”).
This Plan is in addition to but separate and distinct from and does not supersede or amend the
Company’s Key Employee Compensation Protection Plan, effective as of April 3, 1984 (the “1984 Plan”).
Therefore, in the event of a Change of Control, amounts are payable under the terms of the 1984 Plan and this
Plan. This Plan does, however, supersede any other severance pay or salary continuance plan or program
adopted by the Company to retain and protect its employees in the event of a Change of Control, specifically
including the “Cummins Engine Company, Inc. Executive Retention Plan”, effective October 10, 1995, as
1. Definitions . In addition to other terms defined elsewhere herein, the following terms shall have the
following meanings, such