Exhibit
10.(f)


 


CUMMINS INC. DEFERRED COMPENSATION PLAN


FOR NON-EMPLOYEE DIRECTORS


 


 


Restated
as of January 1, 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  RESTATEMENT AND PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Restatement and Application

  	
  1

  
	
  Section 1.02.

  	
  Application of Restatement

  	
  1

  
	
  Section 1.03.

  	
  Purpose

  	
  1

  
	
  Section 1.04.

  	
  Funding

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Definitions

  	
  1

  
	
  Section 2.02.

  	
  Rules of Interpretation

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PARTICIPATION

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Commencement of Participation

  	
  5

  
	
  Section 3.02.

  	
  Cessation of Participation

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  ELECTIONS TO DEFER

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  General Provisions

  	
  5

  
	
  Section 4.02.

  	
  Election Form

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  DEFERRED COMPENSATION ACCOUNTS

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Establishment of Deferred Cash Accounts

  	
  6

  
	
  Section 5.02.

  	
  Establishment of Deferred Stock Account

  	
  6

  
	
  Section 5.03.

  	
  Separate Accounts for Grandfathered Amounts

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  ADJUSTMENTS TO DEFERRED CASH
  ACCOUNTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  PAYMENT OF DEFERRED AMOUNTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Timing of Payments

  	
  7

  
	
  Section 7.02.

  	
  Amount of Installment Payments

  	
  8

  
	
  Section 7.03.

  	
  Death Benefits

  	
  8

  
	
  Section 7.04.

  	
  Payments Upon a Change of Control

  	
  8

  
	
  Section 7.05.

  	
  Designating a Beneficiary

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  ADMINISTRATION OF PLAN

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Powers and Responsibilities of the Administrator

  	
  8

  
	
  Section 8.02.

  	
  Indemnification

  	
  9

  
	
  Section 8.03.

  	
  Claims and Claims Review Procedure

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  GROSS-UP
  PAYMENTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  AMENDMENT
  AND TERMINATION

  	
  11

  
				



 


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  ARTICLE XI

  	
  MISCELLANEOUS

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Obligations of Employer

  	
  11

  
	
  Section 11.02.

  	
  Employment Rights

  	
  12

  
	
  Section 11.03.

  	
  Non-Alienation

  	
  12

  
	
  Section 11.04.

  	
  Tax Withholding

  	
  12

  
	
  Section 11.05.

  	
  Other Plans

  	
  12

  
	
  Section 11.06.

  	
  Liability of Affiliated Employers

  	
  12

  
				



 


ii

















 


CUMMINS INC. DEFERRED COMPENSATION PLAN FOR

NON-EMPLOYEE DIRECTORS


 


ARTICLE I

RESTATEMENT AND PURPOSE


 


Section 1.01.                         Restatement and Application.  Cummins Inc. established the Deferred
Compensation Plan for Non-Employee Directors of Cummins Engine Company, Inc.
(“Plan”), effective April 5, 1994, and it has amended the Plan since that
time.  By this restatement, which is
generally effective January 1, 2008, the Company amends the Plan to comply
with the requirements of Code Section 409A and the final regulations and
guidance thereunder.


 


Section 1.02.                         Application of Restatement.  This restatement shall apply, effective January 1,
2008, to all amounts deferred or vested under the Plan after 2004 and any
earnings credited with respect to such amounts. 
It does not apply to any amount deferred and vested on or before December 31,
2004, or any earnings credited under the Plan with respect to such amounts
(together, “Grandfathered Amounts”), and Grandfathered Amounts shall continue
to be governed by the terms and conditions of the Plan without regard to this
restatement; provided, however, the person or persons entitled to receive any
remaining portion of a Participant’s Accounts after his death shall be
determined pursuant to this restatement, provided that the Participant’s death
occurs after 2004.


 


Section 1.03.                         Purpose.  The sole
purpose of this Plan is to provide non-employee directors of the Company with
an opportunity to defer Compensation from the Company in accordance with the
terms and conditions set forth herein.


 


Section 1.04.                         Funding.  The Company
has established a grantor trust to hold assets for the provision of certain
benefits under the Plan as well as other employer benefits.  Assets of the Trust are subject to the claims
of the Employer’s general creditors, and no Participant shall have any interest
in any assets of the Trust or the Company other than as a general creditor of
the Company.


 


ARTICLE II

DEFINITIONS AND INTERPRETATION


 


Section 2.01.                         Definitions.  When the
first letter of a word or phrase is capitalized herein, the word or phrase
shall have the meaning specified below:


 


(a)                                  “Account”
means, with respect to a Participant, his Deferred Cash Account or Deferred
Stock Account.  Where the context
permits, “Account” also means the amount credited to such Account.


 


(b)                                 “Administrator”
means the Company’s Benefits Policy Committee or such other person that the
Board designates as Administrator.  To
the extent that the Administrator delegates a duty or responsibility to an
agent, the term “Administrator” shall include such agent.


 

















 


(c)                                  “Affirmation of
Domestic Partnership” means an Applicable Form for affirming the
relationship between a Participant and his Domestic Partner.


 


(d)                                 “Applicable
Form” means a form provided by the Administrator for making an election or
designation under the Plan.


 


(e)                                  “Beneficiary”
means the person or entity entitled to receive a Participant’s death benefits
under Section 7.03, if any, remaining after the Participant’s death.  A Participant’s Beneficiary shall be
determined as provided in Section 7.05.


 


(f)                                    “Benefit Claim”
means a request or claim for a benefit under the Plan, including a claim for
greater benefits than have been paid.


 


(g)                                 “Board” or “Board
of Directors” means the Company’s Board of Directors or, where the context so
permits, its designee.


 


(h)                                 “Cash Deferrals”
means the cash portion of eligible Compensation deferred by a Director pursuant
to the Plan.


 


(i)                                     “Change of
Control” means the occurrence of any of the following:


 


(1)                                  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 or other
securities or property, other than a merger of the Company in which the holders
of the Company’s common stock immediately before 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 of the assets of the Company, or


 


(2)                                  the liquidation or
dissolution of the Company, or


 


(3)                                  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
shareholders 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% 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,
as a result of a tender or exchange offer, open market purchases, privately
negotiated purchases, or otherwise, or


 


2

















 


(4)                                  at any time during a period of
two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors 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 two-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 two-year period, or


 


(5)                                  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 or Regulation 14A promulgated under the
Exchange Act.


 


Notwithstanding the preceding provisions, an
event or series of events shall not constitute a Change of Control unless the
event or series of events qualifies as a change in the ownership or effective
control of the corporation or in the ownership of a substantial portion of the
assets of the corporation within the meaning of Code Section 409A(a)(2)(A)(v).


 


(j)                                     “Code” means
the Internal Revenue Code of 1986, as amended from time to time.


 


(k)                                  “Company” means
Cummins Inc.


 


(l)                                     “Compensation”
means all fees, including shares of the Company’s common stock otherwise
payable pursuant to the Company’s Restricted Stock Plan for Non-Employee
Directors, earned as a Director, and fees to be received for serving as a
chairperson or member or for attending a meeting of a Board committee;
provided, however, Compensation does not include any consulting fees earned by
the Director.


 


(m)                               “Deferred Cash
Account” means the bookkeeping account established by the Company for a
Participant under Section 5.01.


 


(n)                                 “Deferred Stock
Account” means the bookkeeping account established by the Company for a
Participant under Section 5.02.


 


(o)                               “Denial” or “Denied”
means a denial, reduction, termination, or failure to provide or make payment
(in whole or in part) of a Plan benefit.


 


(p)                                 “Director”
means a member of the Company’s Board of Directors who is not an officer or
employee of the Company.


 


(q)                                 “Domestic
Partner” means a person of the same or opposite sex (i) with whom the
Participant has a single, dedicated relationship and has shared the same
permanent residence for at least six months, (ii) who is not married to
another person or part of another domestic partner relationship and is at least
age 18, (iii) who, with the Participant, is mutually responsible for the
other’s welfare, (iv) who, with the Participant, intends for their
relationship to be permanent, (v) who is not so closely related to the
Participant as to preclude marriage under state law, and (vi) for whom
there is an Affirmation of Domestic Partnership on file with the
Administrator.  In determining whether
the requirements of clauses (i) through (v) of the preceding sentence
have 


 


3

















 


been satisfied, the
Administrator may rely on the Affirmation of Domestic Partner filed with the
Administrator.


 


(r)                                    “Grandfathered
Amount” has the meaning specified in Section 1.02.


 


(s)                                  “Non-Grandfathered
Amount” means a benefit under the Plan that is not a Grandfathered Amount.


 


(t)                                    “Participant”
means a Director who agrees to make deferrals under the Plan and to be bound by
the provisions of the Plan on a form provided by the Company, and who is, or
whose Beneficiaries are, entitled to benefits under the Plan.  Once an individual has become a Participant
pursuant to the preceding sentence, he shall remain a Participant until his
entire benefit under the Plan has been distributed.


 


(u)                                 “Payment Year”
means a Director’s annual term of service, which is the period beginning on the
day after an annual shareholders meeting of the Company and ending on the date
of the subsequent year’s annual shareholders meeting.


 


(v)                                 “Plan” means
the “Cummins Inc. Deferred Compensation Plan for Non-Employee Directors,” as
set out in this document and as it may be amended from time to time.


 


(w)                               “Qualified
Domestic Relations Order” has the meaning specified in Code Section 414(p).


 


(x)                                   “Spouse” means,
as of the date a Participant’s benefits under the Plan are paid, or commence to
be paid, (i) the person to whom the Participant is married in accordance
with applicable law of the jurisdiction in which the Participant resides, or (ii) in
the case of a Participant not described in clause (i), the Participant’s
Domestic Partner.


 


(y)                                 “Stock
Deferrals” means the stock portion of eligible Compensation deferred by a
Director pursuant to the Plan.


 


(z)                                   “Terminates
Service,” “Termination of Service,” or any variation thereof refers to a
separation from service within the meaning of Code Section 409A(a)(2)(A)(i) for
a reason other than the Director’s death.


 


Section 2.02.                         Rules of Interpretation.


 


(a)                                  The Plan is
intended to comply with Code Section 409A, and it shall be interpreted and
administered in accordance with such intent. 
Except as provided in the preceding sentence or as otherwise expressly
provided herein, the Plan shall be construed, enforced, and administered, and
the validity thereof determined, in accordance with the internal laws of the
State of Indiana without regard to conflict of law principles, and the
following provisions of this Section.


 


(b)                                 Words used
herein in the masculine shall be construed to include the feminine, where
appropriate, and vice versa, and words used herein
in the singular or plural shall be construed to include the plural or singular,
where appropriate.


 


4

















 


(c)                                  Headings and
subheadings are used for convenience of reference only and shall not affect the
interpretation of any provision hereof.


 


(d)                                 If any
provision of the Plan shall be held to violate the Code or be illegal or
invalid for any other reason, that provision shall be deemed null and void, but
the invalidation of that provision shall not otherwise affect the Plan.


 


(e)                                  Reference to
any provision of the Code or other law shall be deemed to include a reference
to the successor of such provision.


 


ARTICLE III

PARTICIPATION


 


Section 3.01.                         Commencement of Participation.  The Board or its designee shall provide each
Director with a copy or summary of the Plan and the forms needed to make Cash
Deferrals or Stock Deferrals under the Plan. 
Any such Director shall become a Participant only after completing such
forms and making such elections as the Board may prescribe, including an
agreement to be bound by all terms of the Plan and all determinations of the
Board.


 


Section 3.02.                         Cessation of Participation.  A Participant shall continue to be eligible
to make deferrals under the Plan until the Participant ceases to be an eligible
Director.  Termination of participation
shall be effective as of the date on which the Director both Terminates Service
and his entire interest in the Plan has been distributed.


 


ARTICLE IV

ELECTIONS TO DEFER


 


Section 4.01.                         General Provisions.


 


(a)                                  A Director
newly elected to the Board may elect to defer his or her Compensation
attributable to services performed for the balance of the Payment Year in which
he or she was elected.  The election to
defer Compensation may be made until 6:00 P.M. of the day of the Board
meeting at which the Director is so elected (the time zone of location of said
Board meeting shall control).


 


(b)                                 Before December 31
of any year, an incumbent Director may elect to defer all or a portion of his
Compensation for services as a Director during any Payment Year(s) beginning
in a later calendar year, in which case the elected deferrals shall be deferred
and credited to a bookkeeping account or accounts established pursuant to the
terms of the Plan.


 


(c)                                  A Participant
may change an existing deferral election only by filing a new election form
pursuant to Subsection (b), in which case the change shall be effective with
respect to the Participant’s Compensation for services as a Director during the
Payment Year beginning after the calendar year in which the election was filed
(and later Payment Years, as elected by the Participant).


 


(d)                                 Once during
each Payment Year, a Participant may change the investment option(s) stipulated
for crediting earnings on Cash Deferrals.


 


5














 


(e)                                  A Participant
may change his or her designation of Beneficiary(ies), but not the method of
distribution to such Beneficiary(ies), at any time by filing a new election
form with the Secretary of the Company.


 


Section 4.02.                         Election Form.  A Director
may make an election to participate in the Plan by filing with the Secretary of
the Company a completed election form (the form thereof being attached hereto)
within the applicable time as specified in Section 4.01 above.  A completed election form shall stipulate:


 


(a)                                  The percentage
of the cash portion of eligible Compensation and the common stock portion of
eligible Compensation to be deferred;


 


(b)                                 The method of
distribution of the Participant’s Deferred Cash Account.  The Participant may elect to receive payment
of his Deferred Cash Account in either (i) one lump sum payment or (ii) a
specified number of annual installments, not to exceed 15.


 


(c)                                  The date on
which distribution is to commence;


 


(d)                                 The optional
rate(s) for crediting earnings on Cash Deferrals; and


 


(e)                                  The Beneficiary
or Beneficiaries to whom death benefits shall be paid pursuant to the Plan and
the method of distribution of such benefits.


 


ARTICLE V

DEFERRED COMPENSATION ACCOUNTS


 


Section 5.01.                         Establishment of Deferred Cash Accounts. 
At the time of a Participant’s initial election to make Cash Deferrals
pursuant to Article IV, the Company shall establish a bookkeeping account
(known as the Deferred Cash Account) for such Participant to record his
interest under the Plan attributable to Cash Deferrals.  Cash Deferrals made by a Participant for a
Payment Year shall be credited to the Deferred Cash Account as of the last day
of the Payment Year, and the Account shall be adjusted as provided in Article VI.


 


Section 5.02.                         Establishment of Deferred Stock Account.  At the time of a Participant’s initial
election to make Stock Deferrals pursuant to Article IV, the Company shall
establish a bookkeeping account (known as the Deferred Stock Account) for such
Participant to record his interest under the Plan attributable to Stock
Deferrals.  Stock Deferrals made by a
Participant for a Payment Year (rounded up to the next whole share) shall be
credited to the Deferred Stock Account as of the last day of the Payment
Year.  Any part of the stock portion of a
Director’s Compensation not covered by a Stock Deferral election shall be paid
to the Director in accordance with the terms of the Cummins Inc. Restricted
Stock Plan for Non-Employee Directors.


 


The Deferred Stock Account
shall also be credited with an amount equivalent to the dividends that would
have been paid on an equal number of outstanding shares of the Company’s common
stock then credited to the Participant’s Deferred Stock Account.  Such amount shall be credited as of the
payment date of such dividend and converted into an additional number of whole
and partial deferred shares as of such date (based on the average of the
closing prices of 


 


6

















 


such
stock for the 20 consecutive trading days immediately preceding such
date).  Such additional deferred shares
shall thereafter be treated in the same manner as any other shares credited to
the Participant’s Deferred Stock Account.


 


The number and kinds of
shares standing to the credit of a Participant’s Deferred Stock Account shall
be appropriately adjusted from time to time in the event of changes in the
Company’s outstanding common stock by reason of stock dividends, stock splits,
spinoffs, or other distributions of assets (other than normal cash dividends),
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in the Company’s corporate structure or
capitalization.


 


Section 5.03.                         Separate Accounts for Grandfathered Amounts.  The Company shall separately account for
Grandfathered Amounts and Non-Grandfathered Amounts.


 


ARTICLE VI

ADJUSTMENTS TO DEFERRED CASH ACCOUNTS


 


As of the last day of each
calendar month, the Company shall credit the Participant’s Deferred Cash
Account with an earnings factor.  The
earnings factor will equal the amount the Participant’s Deferred Cash Account
would have earned if it had been invested in the investment options determined
from time to time by the Board.  The
Participant is permitted to select the investment option(s) used to
determine the earnings factor and may change the selection once each Payment
Year.  The Participant may choose more
than one investment option in increments of at least ten percent (10%).  The Board reserves the right to change or
amend any of the investment options at any time.  The Company is under no obligation to acquire
or provide any of the investments designated by a Participant, and any
investments actually made by the Company will be made solely in the name of the
Company and will remain the property of the Company.  The crediting of an earnings factor shall
occur so long as there is a balance in the Participant’s Deferred Cash Account,
regardless of whether the Participant has Terminated Service.


 


ARTICLE VII

PAYMENT OF DEFERRED AMOUNTS


 


Section 7.01.                         Timing of Payments.  A
Participant’s Deferred Cash Account and Deferred Stock Account shall be paid
(or commence distribution, if paid in installments) to the Participant (or the
Participant’s Beneficiary, if the Participant is deceased) on the earliest to
occur of the following:


 


(a)                                  the first day
of the month occurring at least 30 days after the Participant’s death;


 


(b)                                 the first day
of the calendar quarter following the Participant’s Termination of Service;


 


(c)                                  a Change of
Control; or


 


(d)                                 the date
specified in the election made by the Participant.


 


7

















 


Section 7.02.                         Amount of Installment Payments.


 


(a)                                  The amount of
each annual installment from a Participant’s Deferred Cash Account shall be
determined by dividing the credit balance in such Account as of the
distribution date by the number of installments then remaining unpaid
(including the installment for which the calculation is being made).  The credit balance in the Participant’s
Deferred Cash Account shall be reduced by the amount of each distribution out
of such Account.


 


(b)                                 The number of
shares in each annual installment from a Participant’s Deferred Stock Account
shall be determined by dividing the number of shares in such Account as of the
distribution date by the number of installments then remaining unpaid
(including the installment for which the calculation is being made), with the
number to be distributed rounded up to the next whole share.  The number of shares in the Participant’s
Deferred Stock Account shall be reduced by the number of shares included in
each installment. The value of any partial share remaining on the date of the
final installment from such Account shall be paid in cash.


 


Section 7.03.                         Death Benefits.  In
the event of the Participant’s death, payment of the balance in the Participant’s
Deferred Cash Account and Deferred Stock Account shall be made to the
Participant’s designated Beneficiary(ies), in either a lump sum or installments
as elected by the Participant to Article IV.


 


Section 7.04.                         Payments Upon a Change of Control.  Upon a Change of Control, the balance in each
Participant’s Deferred Cash Account and Deferred Stock Account shall be paid to
the Participant (or, if the Participant is deceased, Beneficiary) in a single
lump sum payment.  Such payment shall be
made on the date of the Change of Control.


 


Section 7.05.                         Designating a Beneficiary.  The Participant may designate a Beneficiary
only by filing a completed Applicable Form with the Administrator during
his life.  The Participant’s proper
filing of a Beneficiary designation shall cancel all prior Beneficiary
designations.  If the Participant does
not designate a Beneficiary, or if all properly designated Beneficiaries die
before the Participant, the Participant’s Beneficiary shall be his Spouse, if
living at the time of the Participants death, or if his Spouse is not then
living, to the Participant’s estate.


 


ARTICLE VIII

ADMINISTRATION OF PLAN


 


Section 8.01.                         Powers and Responsibilities of the Administrator.


 


(a)                                  The
Administrator shall have full responsibility and discretionary authority to
control and manage the operation and administration of the Plan.  The Administrator is authorized to accept
service of legal process on behalf of the Plan. 
To the fullest extent permitted by applicable law, any action taken by
the Administrator pursuant to a reasonable interpretation of the Plan shall be
binding and conclusive on all persons claiming benefits under the Plan, except
to the extent that a court of competent jurisdiction determines that such
action was arbitrary or capricious.


 


(b)                                 The
Administrator’s discretionary powers include, but are not limited to, the
following:


 


8

















 


(1)                                  to interpret Plan documents,
decide all questions of eligibility, determine whether a Participant has
Terminated Employment, determine the amount, manner, and timing of
distributions under the Plan, and resolve any claims for benefits;


 


(2)                                  to prescribe procedures to
be followed by a Participant, Beneficiary, or other person applying for
benefits;


 


(3)                                  to appoint or employ persons
to assist in the administration of the Plan and any other agents as it deems
advisable;


 


(4)                                  to adopt such rules as
it deems necessary or appropriate; and


 


(5)                                  to maintain and keep
adequate records concerning the Plan, including sufficient records to determine
each Participant’s eligibility to participate and his interest in the Plan, and
its proceedings and acts in such form and detail as it may decide.


 


Section 8.02.                         Indemnification.  The
Company shall indemnify and hold harmless the Administrator, any person serving
on a committee that serves as Administrator, and any officer, employee, or
director of an Employer to whom any duty or power relating to the administration
of the Plan has been properly delegated from and against any cost, expense, or
liability arising out of any act or omission in connection with the Plan,
unless arising out of such person’s own fraud or bad faith.


 


Section 8.03.                         Claims and Claims Review Procedure.


 


(a)                                All Benefit
Claims must be made in accordance with procedures established by the
Administrator from time to time.  A
Benefit Claim and any appeal thereof may be filed by the claimant or his
authorized representative.


 


(b)                               The Administrator
shall provide the claimant with written or electronic notice of its approval or
Denial of a properly filed Benefit Claim within 90 days after receiving the
claim, unless special circumstances require an extension of the decision
period.  If special circumstances require
an extension of the time for processing the claim, the initial 90-day period
may be extended for up to an additional 90 days.  If an extension is required, the
Administrator shall provide written notice of the required extension before the
end of the initial 90-day period, which notice shall (i) specify the
circumstances requiring an extension and (ii) the date by which the
Administrator expects to make a decision.


 


(c)                                If a Benefit
Claim is Denied, the Administrator shall provide the claimant with written or
electronic notice containing (i) the specific reasons for the Denial, (ii) references
to the applicable Plan provisions on which the Denial is based, (iii) a
description of any additional material or information needed and why such
material or information is necessary, and (iv) a description of the
applicable review process and time limits.


 


(d)                               A claimant may
appeal the Denial of a Benefit Claim by filing a written appeal with the
Administrator within 60 days after receiving notice of the Denial.  The claimant’s appeal 


 


9

















 


shall be deemed filed on
receipt by the Administrator.  If a
claimant does not file a timely appeal, the Administrator’s decision shall be
deemed final, conclusive, and binding on all persons.


 


(e)                                  The
Administrator shall provide the claimant with written or electronic notice of
its decision on appeal within 60 days after receipt of the claimant’s appeal
request, unless special circumstances require an extension of this time
period.  If special circumstances require
an extension of the time to process the appeal, the processing period may be
extended for up to an additional 60 days. 
If an extension is required, the Administrator shall provide written
notice of the required extension to the claimant before the end of the original
60-day period, which shall specify the circumstances requiring an extension and
the date by which the Administrator expects to make a decision.  If the Benefit Claim is Denied on appeal, the
Administrator shall provide the claimant with written or electronic notice
containing a statement that the claimant is entitled to receive, upon request
and free of charge, reasonable access to and copies of all documents, records,
and other information relevant to the Benefit Claim, as well as the specific
reasons for the Denial on appeal and references to the applicable Plan
provisions on which the Denial is based. 
The Administrator’s decision on appeal shall be final, conclusive, and
binding on all persons.


 


ARTICLE IX

GROSS-UP PAYMENTS


 


If payment of the lump sum
value of the Deferred Amounts pursuant to Section 7.04 (“Accelerated
Payment”) causes the Accelerated Payment and any other payments made in
connection with a Change of Control (together with the Accelerated Payment, the
“Total Payments”) to be subject to the tax (“Excise Tax”) imposed by Code Section 4999,
the Company shall pay to the Participant an additional amount (“Gross-Up
Payment”) such that the net amount retained by the Participant, after deduction
of any Excise Tax paid or payable (and not grossed-up under a similar provision
of another plan or program sponsored by the Company) on the lump sum and such
other Total Payments and any federal, state, and local income tax and Excise
Tax upon the payment provided for by this Article, shall be equal to the
Accelerated Payment and such other Total Payments.  If any of such other Total Payments are
subject to the Excise Tax without regard to the Accelerated Payment, a Gross-Up
Payment shall be made, but shall be limited to the increase in the Excise Tax
(plus any federal, state, and local income tax and Excise Tax on such Gross-Up
Payment) arising solely as a result of the Accelerated Payment.


 


For purposes of determining
whether any of the payments described above will be subject to the Excise Tax
and the amount of such Excise Tax, (i) any other payments or benefits
received or to be received by the Participant in connection with a Change of
Control, whether payable pursuant to the terms of the Plan or any other plan,
arrangement, or agreement with the Company, its successors, any person whose
actions result in a change in control of the Company or any corporation
affiliated (or which, as a result of the completion of a transaction causing a
change of control, will become affiliated) with the Company within the meaning
of Code Section 1504 shall be treated as “parachute payments” within the
meaning of Code Section 280G(b)(2), and all “excess parachute payments”
within the meaning of Section 280G(b)(1) shall be treated as subject
to the Excise Tax, unless in the opinion of tax counsel selected by the Company’s
independent auditors and acceptable to the Participant, the payments (in whole
or in part) do not constitute parachute payments, or such excess parachute
payments (in whole or in part) represent 


 


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reasonable
compensation for services actually rendered within the meaning of Code Section 280G(b)(4) either
in their entirety or in excess of the base amount within the meaning of Code Section 280G(b)(3),
or are otherwise not subject to the Excise Tax, (ii) the amount of the
payments that shall be treated as subject to the Excise Tax shall be equal to
the lesser of (A) the total amount of the payments or (B) the amount
of excess parachute payments within the meaning of Section 280G(b)(1) (after
applying clause (i), above), and (iii) the value of any non-cash benefits
or any deferred payment or benefit shall be determined by the Company’s
independent auditors in accordance with the principles of Code Sections 280G(d)(3) and
(4).  In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder
at the time of payment, the Participant shall repay to the Company at the time
that the amount of such reduction in Excise Tax is finally determined the
portion of the Gross-Up Payment attributable to such reduction (plus the
portion of the Gross-Up Payment attributable to the Excise Tax and federal and
state and local income tax imposed on the Gross-Up Payment being repaid by the
Participant if such repayment results in a reduction in Excise Tax and/or a
federal and state and local income tax deduction) plus interest on the amount
of such repayment at the rate provided in Code Section 1274(d).  In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time of the
Gross-Up Payment (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-Up Payment), the Company
shall make an additional Gross-Up Payment in respect of such excess (plus any
interest payable with respect to such excess) at the time that the amount of
such excess is finally determined.


 


To the extent that earlier
payment is not required by the preceding provisions of this Section, the
Company’s payment pursuant to this Section shall be made not later than
the end of the calendar year next following the calendar year in which the
Participant remits the related taxes.


 


ARTICLE X

AMENDMENT AND TERMINATION


 


The Plan shall continue in
force with respect to any Participant until the completion of any payments due
hereunder and shall be binding upon any successor to substantially all the
assets of the Company.  The Company may,
however, at any time, amend the Plan to provide that no additional benefits
shall accrue with respect to any Participant under the Plan; provided, however,
that no such amendment shall (i) deprive any Participant or Beneficiary of
any benefit that accrued under the Plan before the adoption of such amendment; (ii) result
in an acceleration of benefit payments in violation of Code Section 409A
and the guidance thereunder, or (iii) result in any other violation of Section 409A
or the guidance thereunder.  The Company
may also, at any time, amend the Plan retroactively or otherwise, if and to the
extent that it deems such action appropriate in light of government regulations
or other legal requirements.


 


ARTICLE XI

MISCELLANEOUS


 


Section 11.01.                  Obligations of Employer.  The Employer’s only obligation hereunder
shall be a contractual obligation to make payments to Participants, Spouses, or
other 


 


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Beneficiaries entitled to benefits provided
for herein when due, and only to the extent that such payments are not made
from the Trust.


 


Section 11.02.                  Employment Rights. 
Nothing contain herein shall confer any right on a Participant to be
continued in the employ of any Employer or affect the Participant’s right to
participate in and receive benefits under and in accordance with any pension,
profit-sharing, incentive compensation, or other benefit plan or program of an
Employer.


 


Section 11.03.                  Non-Alienation.  Except
as otherwise required by a Qualified Domestic Relations Order, no right or
interest of a Participant, Spouse, or other Beneficiary under this Plan shall
be subject to voluntary or involuntary alienation, assignment, or transfer of
any kind.


 


Section 11.04.                  Tax Withholding.  The
Employer or Trustee may withhold from any distribution hereunder amounts that
the Employer or Trustee deems necessary to satisfy federal, state, or local tax
withholding requirements (or make other arrangements satisfactory to the
Employer or Trustee with regard to such taxes).


 


Section 11.05.                  Other Plans.  Amounts and
benefits paid under the Plan shall not be considered compensation to the
Participant for purposes of computing any benefits to which he may be entitled
under any other pension or retirement plan maintained by an Employer.


 


Section 11.06.                  Liability of Affiliated Employers. 
If any payment to be made under the Plan is to be made on account of a
Participant who is or was employed by an Affiliated Employer, the cost of such
payment shall be borne in such proportion as the Company and the Affiliated
Employer agree.


 


This Restatement of the
Cummins Inc. Deferred Compensation Plan for Non-Employee Directors has been
signed by the Company’s duly authorized officer, acting on behalf of the
Company, on this           
day of December, 2008.


 


	
   

  	
  CUMMINS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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