Supplemental Life Insurance And Deferred Income Plan

CUMMINS ENGINE COMPANY, INC.
____________________________
EXHIBIT 10(d)
_____________
SUPPLEMENTAL LIFE INSURANCE AND DEFERRED INCOME PLAN
____________________________________________________


Effective as of January 1, 1986
Amended as of September 22, 1967
Amended as of January 12, 1989
Amended as of February 14, 1989


Introduction
____________
Cummins Engine Company, Inc. (the "Company") has previously determined that it is appropriate to establish a supplemental life insurance and deferred income program (the "Program") for officers and other key employees of the Company, so as to provide increased protection and liquidity for the officers, key employees and their families and to establish a mechanism to provide them with additional retirement income. The Company has established a trust (the "Trust") for the purpose of accumulating assets and holding title to property intended to be used to provide benefits under the Program and certain other benefit plans of the Company.


Article I. Definitions
_______________________


Section 1.1. ____________


"Change of Control" means 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 the Company's 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 the Company's 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 "Exchange Act"]), other than the Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a subsidiary thereof or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, shall become the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 25 percent or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors ("Voting Shares"), as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, or (iv) at any time during a period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company's stockholders of each new director during such 2-year period was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of such 2-year period, or (v) any other event shall occur that would be required to be reported in response to Item 6(e) or any successor provision) of Schedule 14A of Regulation 14A promulgated under the Exchange Act.


Section 1.2. ____________


"Executive" means: (i) an individual who becomes an officer of the Company prior to attainment of age 60 and who has elected to participate in the Program in accordance with Article II or (ii) any other employee of the Company who is from time to time designated by the Board of Directors as an executive eligible to participate in the Program and who has elected to participate in the Program in accordance with Article II.


Section 1.3. ____________


"Joint Annuitant" means the spouse of an Executive who qualifies as the Executive's Joint Annuitant under the Retirement Plan.


Section 1.4. ____________


"Program" means this plan, the Cummins Engine Company, Inc. Supplemental Life Insurance and Deferred Income Program.


Section 1.5. ____________


"Retirement Plan" means the Cummins Engine Company, Inc. Retirement Plan "A".


Section 1.6. ____________


"Supplemental Life Annuity" means the benefit payable to an Executive hereunder.


Section 1.7. ____________


"Survivor Benefit" means the benefit payable to an Executive's Joint Annuitant following the Executive's death after his retirement.


Section 1.8. ____________


"Trustee" means the Trustee at the time under the Trust.


Article II. Participation
__________________________


An Executive shall commence participation in the Program following his execution of a form provided by the Company authorizing periodic payroll deductions in amounts sufficient to pay the Executive's share of the premiums on life insurance policies on the Executive's life. From time to time the Executive shall also complete any forms required by, and submit to any necessary physical examinations requested by, an insurance carrier.


Article III. Insurance Policies
________________________________ Section 3.1. ____________


An Executive shall be covered by one or more insurance policies with an aggregate face value of approximately three times the Executive's base salary. All such policies shall be owned by the Trustee. Additional policies will be purchased as the Executive's salary is increased, except that no incremental policy will be purchased in a face amount of less than $20,000, and salary increases after the Executive attains age 55 shall not be taken into account.


Section 3.2. ____________


(a) The annual premium payable with respect to policies on the Executive's life will be paid in part by the Executive, with any remaining amount paid by the Trustee. The Executive shall be required to pay only that portion of the premium equa ...