Exhibit 10.(c)


 


CUMMINS INC. DEFERRED COMPENSATION PLAN


 


 


Restated as of January 1, 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I            RESTATEMENT AND PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  History and Restatement

  	
  1

  
	
  Section 1.02

  	
  Application of Restatement

  	
  1

  
	
  Section 1.03

  	
  Purpose

  	
  1

  
	
  Section 1.04

  	
  Grantor Trust

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II           DEFINITIONS AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Definitions

  	
  1

  
	
  Section 2.02

  	
  Rules of Interpretation

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE III          PARTICIPATION

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV          DEFERRAL AND DISTRIBUTION ELECTIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Deferral of Compensation

  	
  6

  
	
  Section 4.02

  	
  Initial Deferral Election

  	
  7

  
	
  Section 4.03

  	
  Annual Deferral Elections

  	
  7

  
	
  Section 4.04

  	
  Elections to Defer Longer-Term Performance Plan Payouts

  	
  7

  
	
  Section 4.05

  	
  Election of Form and Timing of Payment

  	
  7

  
	
  Section 4.06

  	
  Election Changes

  	
  7

  
	
  Section 4.07

  	
  Special Transition Period Elections

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE V           PARTICIPANT ACCOUNTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Establishment of Accounts

  	
  8

  
	
  Section 5.02

  	
  Crediting of Deferrals

  	
  8

  
	
  Section 5.03

  	
  Crediting of RSP True Up Matching Credits

  	
  8

  
	
  Section 5.04

  	
  Investment Options

  	
  8

  
	
  Section 5.05

  	
  Crediting of Earnings

  	
  8

  
	
  Section 5.06

  	
  Charge for Distributions

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI          DISTRIBUTION OF ACCOUNTS 

  	
  9 

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Distribution on Designated Benefit Commencement Date

  	
  9

  
	
  Section 6.02

  	
  Distribution Upon Termination of Employment for Reasons
  other than Retirement

  	
  9

  
	
  Section 6.03

  	
  Distribution Upon Death

  	
  9

  
	
  Section 6.04

  	
  Distribution on Account of Unforeseeable Emergency

  	
  9

  
	
  Section 6.05

  	
  Distribution on Account of Change in Control

  	
  10

  
	
  Section 6.06

  	
  Delay in Payment for Specified Employees

  	
  10

  
	
  Section 6.07

  	
  Designating a Beneficiary

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII        ADMINISTRATION OF PLAN

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Powers and Responsibilities of the Administrator

  	
  10

  



 


i

















 


	
  Section 7.02

  	
  Indemnification

  	
  11

  
	
  Section 7.03

  	
  Claims and Claims Review Procedure

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII       AMENDMENT AND TERMINATION

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX         MISCELLANEOUS 

  	
  12 

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Obligations of Employer

  	
  12

  
	
  Section 9.02

  	
  Employment Rights

  	
  12

  
	
  Section 9.03

  	
  Non-Alienation

  	
  12

  
	
  Section 9.04

  	
  Tax Withholding

  	
  13

  
	
  Section 9.05

  	
  Other Plans

  	
  13

  
	
  Section 9.06

  	
  Liability of Affiliated
  Employers

  	
  13

  



 


ii

















 


ARTICLE I

RESTATEMENT AND PURPOSE


 


Section 1.01         History
and Restatement.  Cummins Inc.
established the Cummins Engine Company, Inc. 1994 Deferred Compensation
Plan (“Plan”), effective February 1, 1994, and it has amended and/or
restated the Plan on several occasions since that time.  The Company most recently restated the Plan,
effective January 1, 2005, to comply with the requirements of Code Section 409A
and the guidance thereunder.  By this
restatement, which is generally effective as of January 1, 2008, the
Company amends the Plan to comply with the requirements of the final
regulations under Code Section 409A and changes the name of the Plan to
the Cummins, Inc. Deferred Compensation Plan.


 


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 as of 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 Plan is intended to constitute an
unfunded plan maintained by the Employer primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees within the meaning of Sections 201, 301, and 401 of ERISA.


 


Section 1.04         Grantor
Trust.  The Company has established a
grantor trust to hold assets for the provision of certain benefits under the
Plan as well as other employee 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 an Employer other than as a general creditor of the Employer.


 


ARTICLE II

DEFINITIONS AND INTERPRETATION


 


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


 


(a)           “Account” means the bookkeeping
account established to reflect a Participant’s interest under the Plan
attributable to amounts deferred pursuant a specific deferral election and
related RSP true up matching credits under Section 5.03.  The Administrator shall maintain a separate
Account with respect to amounts deferred pursuant to each deferral election and
related RSP True Up Matching Credits. 
Where the context so permits, the term “Account” means the amount
credited to such bookkeeping 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)           “Affiliated Employer” means (i) a
member of a controlled group of corporations (as defined in Code Section 414(b))
of which the Company is a member or (ii) an unincorporated trade or
business under common control (as defined in Code Section 414(c)) with the
Company.


 


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


 


(e)           “Alternate Payee” has the meaning set
out in ERISA Section 206(d)(3)(K).


 


(f)            “Applicable Form” means a form
provided by the Administrator for making an election or designation under the
Plan.  To the extent permitted by the
Administrator, an Applicable Form may be provided and/or an election or
designation made electronically.


 


(g)           “Beneficiary” means the person or
persons entitled to receive a Participant’s remaining Accounts, if any, after
his death.  A Participant’s Beneficiary
shall be determined as provided in Section 6.07.


 


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


 


(i)            “Benefit Commencement Date” means
the date as of which distribution of an Account begins or is paid, if payable
as a lump sum.


 


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


 


(k)           “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 (‘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 


 


2

















 


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 30% 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


 


(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 with respect
to a Participant 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).


 


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


 


(m)          “Company” means Cummins Inc.


 


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


 


(o)           “Designated Benefit Commencement Date”
means, with respect to an Account, the date elected by an Eligible Employee for
distribution (or commencing distribution, if payable in installments) of the
Account.  Except as otherwise provided in
Section 4.06, a Participant’s Designated Benefit Commencement Date must be
either (i) a specified Quarterly Distribution Date occurring at least two
years after the end of the calendar year for which the deferral is made or (ii) a
specified Quarterly Distribution Date occurring in the calendar quarter after
the Participant’s Retirement or one of the next following three calendar
quarters.


 


(p)           “Designated Form” means, with respect
to an Account, the form in which an Eligible Employee has elected for the
Account to be distributed.  The “Designated
Form” must be either (i) a single lump sum payment or (ii) annual
installments beginning on the Designated Benefit Commencement Date and
continuing over the next following anniversaries of such date for a designated
number of years, not to exceed a total of 15 annual installments.  Each installment shall consist of a portion
of the remaining Account, which shall be equal to (i) one divided by (ii) one
plus the number of installments remaining after the installment for which the 


 


3





















 


calculation is being
made.  If an Eligible Employee fails to
elect the Designated Form for an Account, the Designated Form for
such Account shall be a single lump sum payment.


 


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


 


(r)            “Earnings Credit” means, with
respect to an Account, the amount credited to the Account pursuant to Section 5.05.


 


(s)           “Eligible Employee” means a
common-law employee of the Employer who (i) is paid on the Employer’s
United States payroll, (ii) has an annual base salary payable by the
Employer of at least $100,000 or such greater amount specified by the
Administrator before the calendar year in which such greater amount first
applies, (iii) is either (A) a citizen or legal permanent resident of
the United States or (B) holds one of the following types of United States’
visas:  F-1, F-2, H-1B, H-2B, H-3, H-4,
L-1, O-1, O-3, or TN, and (iv) has received written notice from the
Administrator that he is eligible to participate in the Plan.


 


(t)            “Employer” means the Company and all
of its Affiliated Employers.


 


(u)           “ERISA” means the Employee Retirement
Income Act of 1974, as amended from time to time.


 


(v)           “Fund” means an Investment Fund.


 


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


 


(x)            “Investment Fund” means a fund
selected by the Administrator pursuant to Section 5.04 to determine
Earnings Credits.


 


(y)           “Longer-Term Performance Plan” means
the Cummins Inc. Longer-Term Performance Plan, the Cummins Inc. Senior
Executive Longer-Term Performance Plan, or the successor of either.


 


(z)            “Non-Grandfathered Amount” means an
amount deferred under the Plan that is not a Grandfathered Amount.


 


(aa)         “Participant” means an Eligible
Employee who has elected to make deferrals under the Plan on an Applicable Form and
whose Accounts have not been fully distributed.


 


4

















 


(bb)         “Plan” means the “Cummins Inc. Deferred
Compensation Plan” as set out in this document, as amended from time to time.


 


(cc)         “Qualified Domestic Relations Order”
has the meaning specified in ERISA Section 206(d)(3)(B).


 


(dd)         “Quarterly Distribution Date” means March 15,
June 15, September 15, or December 15.


 


(ee)         “Retire” or “Retirement” refers to
Termination of Employment after (i) reaching age 55 and completing at
least five years of employment with the Affiliated Employers or (ii) completing
30 years of employment with the Affiliated Employers.


 


(ff)           “RSP True Up Matching Credit” means
an amount credited to a Participant’s Account pursuant to Section 5.03.


 


(gg)         “Specified Employee” means, with
respect to the 12-month period beginning on the Specified Employee Effective
Date, an individual who, (i) during any part of the 12-month period ending
on the Specified Employee Identification Date, is in salary grade 99 or
compensation class 6, or (ii) is a specified employee within the meaning
of Code Section 409A(a)(2)(B)(i) and the guidance thereunder.


 


(hh)         “Specified Employee Effective Date”
means, in the case of an Employee who Terminates Employment before December 1,
2009, the April 1 next following the Specified Employee Identification
Date, and, in the case of an Employee who Terminates Employment after December 31,
2009, the January 1 next following the Specified Employee Identification
Date.


 


(ii)           “Specified Employee Identification
Date” means December 31.


 


(jj)           Spouse” means, as of a Participant’s
Benefit Commencement Date, (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 an Participant not described
in clause (i), the Participant’s Domestic Partner.


 


(kk)         “Terminates Employment,” “Termination
of Employment,” or any variation thereof means a separation from service within
the meaning of Code Section 409A(a)(2)(A)(i).


 


(ll)           “Trust” means the grantor trust
established by the Company to hold assets for the provision of certain benefits
under the Plan as well as other Employer benefits.


 


(mm)       “Unforeseeable Emergency” has the meaning
given to such term by Code Section 409A and the guidance thereunder.  In general, the term means a severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a))
of the Participant, loss of the Participant’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising from events
beyond the control of the Participant.


 


5














 


Section 2.02         Rules of
Interpretation.


 


(a)           The Plan is intended to comply with (i) Code
Section 409A and (ii) the applicable provisions of ERISA, 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.


 


(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 ERISA 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, ERISA, or other law shall be deemed to include a reference to the
successor of such provision.


 


ARTICLE III

PARTICIPATION


 


The Administrator shall
notify an individual of his eligibility to participate in the Plan as soon as
administratively feasible after it determines that the individual has satisfied
the requirements (other than notification) for eligibility to participate.  An individual shall become an Eligible
Employee upon receipt of the Administrator’s notice.  An Eligible Employee shall become a
Participant only after completing such forms and making such elections as the
Administrator may prescribe.


 


ARTICLE IV

DEFERRAL AND DISTRIBUTION ELECTIONS


 


Section 4.01         Deferral
of Compensation.  An Eligible
Employee may elect pursuant to this Article IV to defer receipt of all or
a portion, as specified in the election, of his base salary, annual bonus,
and/or Longer-Term Performance Plan payments that would otherwise be paid to
him in cash.  All elections pursuant to
this Article IV shall be made by filing an Applicable Form with the
Administrator.  Subject to the provisions
of Section 4.06 and 4.07, elections under this Article IV shall
become irrevocable as on the last day of the applicable election period;
provided, however, if the Administrator grants a Participant’s request for a
distribution on account of an Unforeseeable Emergency, it shall cancel the
Participant’s existing deferral elections. 
Amounts deferred pursuant to a Participant’s election shall be withheld
from his cash compensation and credited to his Account as provided in Section 5.02.  The Participant’s Employer shall withhold
employment and other taxes with respect to the deferred amounts from the
Participant’s other compensation, as required by law.  If the Participant’s other compensation is
insufficient for that 


 


6

















 


purpose, the Participant
shall reimburse the Employer for the required withholding not withheld from the
Participant’s other compensation.


 


Section 4.02         Initial
Deferral Election.  An individual
may make a deferral election pursuant to this Section only within the
enrollment period specified by the Administrator, which shall end not later
than 30 days after the individual becomes an Eligible Employee (or, if earlier,
within 30 days after the date on which he becomes eligible to participate in
any other plan of an Affiliated Employer that is required to be aggregated with
this Plan for purposes of Code Section 409A).  Pursuant to such election, an Eligible
Employee may elect to defer (i) part or all of his base salary for services
performed after the date on which his election is filed with the Administrator
and/or (ii) part or all of his annual bonus for services performed in
months after the date on which his election is filed with the
Administrator.  For purposes of clause (ii) of
the preceding sentence, the portion of an Employee’s annual bonus for services
performed in months after the date on which his election is filed with the
Administrator shall be equal to the amount of his annual bonus multiplied by a
fraction, the numerator of which is the number of full months in the calendar
year occurring after the filing of the Employee’s election and the denominator
of which is 12.


 


Section 4.03         Annual
Deferral Elections.  An Eligible
Employee may elect to defer part or all of his base salary and/or annual bonus
for services performed during a calendar year by filing an election during the
enrollment period established by the Administrator, which period shall end not
later than December 31 of the preceding year.


 


Section 4.04         Elections
to Defer Longer-Term Performance Plan Payouts.  An Eligible Employee may elect to defer part
or all of his cash payouts under the Longer-Term Performance Plan, provided
that such election is made during the enrollment period established by the
Administrator, which period shall end not later than 12 months before end of
the performance period, and such election is otherwise permitted by Code Section 409A.  Except as permitted by the preceding
provisions of this Section, an Eligible Employee’s election to defer part or
all of his cash payouts under the Longer-Term Performance Plan must be made
before the beginning of the applicable performance period.


 


Section 4.05         Election
of Form and Timing of Payment.  At the time a Participant makes a deferral
election pursuant to Section 4.02, 4.03 or 4.04, he shall also elect a
Designated Benefit Commencement Date and Designated Form for the Account
to which amounts subject to the deferral are credited.


 


Section 4.06         Election
Changes.  A
Participant may, pursuant to this Section, elect to change the Designated
Distribution Date and/or Designated Form for an Account, provided,
however, that a Participant may make only one election pursuant to this Section with
respect to an Account.  A Participant’s
election change pursuant to this Section shall be not be valid until 12
months after it is filed with the Administrator, and it shall be valid only if (i) it
defers the original Designated Distribution Date for at least five years, and (ii) if
it changes an election for payment at a specified time or pursuant to a
specified schedule, it is made at least 12 months before the prior Designated
Distribution Date.  In addition, if the
prior Designated Distribution Date is based on the Participant’s Retirement
date, the Participant’s new Designated Distribution Date must be precisely five
years after the prior Designated Distribution Date.


 


7

















 


Section 4.07         Special
Transition Period Elections.


 


(a)           A Participant may elect during the
election period established by the Administrator (which shall begin no earlier
than September 1, 2007, and end no later than December 31, 2007) to
change his Designated Benefit Commencement Date and/or Designated Form with
respect to an Account, provided that such election does not cause any amounts
otherwise payable in another year to be payable in 2007 or cause any amounts
otherwise payable in 2007 to be paid in a later year.


 


(b)           A Participant may elect during the
election period established by the Administrator (which shall begin and end in
2008) to change his Designated Benefit Commencement Date and/or Designated Form with
respect to an Account, provided that such election does not cause any amounts
otherwise payable in another year to be payable in 2008 or cause any amounts
otherwise payable in 2008 to be paid in a later year.


 


ARTICLE V

PARTICIPANT ACCOUNTS


 


Section 5.01         Establishment
of Accounts.  The
Administrator shall establish a separate Account to reflect each Participant’s
interest under the Plan with respect to amounts deferred pursuant to each of
the Participant’s deferral elections. 
The Administrator shall separately account for Grandfathered Amounts and
Non-Grandfathered Amounts.


 


Section 5.02         Crediting
of Deferrals.  A Participant’s
deferrals shall be credited to his appropriate Account as of the payroll date
on which they are withheld from his pay.


 


Section 5.03         Crediting
of RSP True Up Matching Credits.  As a result of a Participant’s deferrals
under the Plan, he may not receive matching contributions that he would have
received under the Cummins Inc. and Affiliates Retirement and Savings Plans (“RSP”)
in the absence of such election.  In such
a case, to the extent determined by the Company, in its discretion, the
Participant’s Account with respect to such deferrals shall be credited with the
amount of such lost matching contributions as of the last day of the year in
which such deferrals were withheld from the Participant’s pay.


 


Section 5.04         Investment
Options.  The Administrator shall,
from time to time, specify the available Investment Funds, which the
Administrator may prospectively change or close to new investments in its
discretion.  Each Participant shall elect
one or more Funds to which his existing Accounts shall be allocated, in increments
of 1%.  Before 2008, a Participant may
change his investment election once each calendar year.  After 2007, a Participant may change his
investment elections one time per month, and he may make separate investment
elections with respect to his existing Accounts and future deferrals.  The sole purpose of the Funds is to measure
Earnings Credits to the Participant’s Accounts, and there is no requirement
that amounts be invested in the Funds.


 


Section 5.05         Crediting
of Earnings.  As of the end
of each business day, the Administrator shall credit each Participant’s
Accounts with an Earnings Credit (which may be positive or negative) as
provided in this Section.  Except as the
Administrator otherwise determines, the Earnings Credit rate for that portion
of a Participant’s Accounts allocated to a 


 


8

















 


fixed income Fund for any
day in a calendar quarter shall be based on the rate under such fixed income
investment on the last day of the preceding calendar quarter.  The Earnings Credit rate for that portion of
a Participant’s Accounts allocated to any Fund other than a fixed income Fund
shall be the rate of investment earnings under such Fund.  Notwithstanding the preceding provisions, no
Earnings Credits shall be allocated with respect to a Payment after the last
business day immediately preceding that Payment (or such earlier date preceding
a Payment as reasonably designated by the Administrator).  In determining the Earnings Credits, the
Administrator may adopt such procedures as it deems appropriate, in its sole
discretion.


 


Section 5.06         Charge
for Distributions.  Upon a
distribution with respect to a Participant, the Participant’s appropriate
Accounts shall be reduced by the amount of the distribution.


 


ARTICLE VI

DISTRIBUTION OF ACCOUNTS


 


Section 6.01         Distribution
on Designated Benefit Commencement Date. 
Except as expressly provided in the following provisions of this
Article, a Participant’s Account subject to a deferral election shall be
distributed in the Designated Form, beginning as of the Participant’s
Designated Benefit Commencement Date. 
Amounts payable as of a date shall be paid on such date or as soon as
administratively feasible (and under no circumstances more than 30 days)
thereafter.  Notwithstanding the
preceding provisions of this Section, if a Participant’s Account on the
Designated Benefit Commencement Date is less than $10,000, the Designated Form shall
be deemed to be a lump sum.


 


Section 6.02         Distribution
Upon Termination of Employment for Reasons other than Retirement.  Notwithstanding Section 6.01,
if a Participant Terminates Employment for a reason other than Retirement, his
remaining Account balances shall be paid to him (or his Beneficiary, if he is
deceased) in a single lump sum payment as of the Quarterly Distribution Date
occurring in the first calendar quarter beginning after his Termination of
Employment; provided, however this sentence shall not result in the deferral of
any amount otherwise payable under the Plan.


 


Section 6.03         Distribution
Upon Death.  Notwithstanding
Section 6.01, if a Participant dies before the distribution of his entire
Account balance, his remaining Account balance shall be distributed to his
Beneficiary in a single lump sum payment as of the Quarterly Distribution Date
occurring in the first calendar quarter beginning after his death; provided,
however, this sentence shall not result in the deferral of any amount otherwise
payable under the Plan.


 


Section 6.04         Distribution
on Account of Unforeseeable Emergency.  Notwithstanding
Section 6.01, if a Participant demonstrates to the satisfaction of the
Administrator that he has incurred an Unforeseeable Emergency, the amount
necessary to alleviate the financial hardship resulting from the Unforeseeable
Emergency, as determined by the Administrator, shall be distributed to him as
soon as administratively feasible after the Administrator’s decision.  If the Administrator grants a request for
withdrawal pursuant to this Section, it shall prospectively cancel the Participant’s
existing deferral elections, and it shall take 


 


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into account the amounts
saved by the cancellation of those elections in determining the amount needed
to satisfy the Participant’s Unforeseeable Emergency.


 


Section 6.05         Distribution
on Account of Change in Control.  Notwithstanding Section 6.01, if a
Change in Control occurs with respect to a Participant, the Participant’s
remaining Accounts shall be distributed to him in a single lump sum payment on the
date of such Change in Control or as soon as administratively feasible (and not
more than 30 days) thereafter; provided, however, this sentence shall not
result in the deferral of any amount otherwise payable under the Plan.


 


Section 6.06         Delay
in Payment for Specified Employees.  Notwithstanding any provision of this Plan to
the contrary, to the extent required by Code Section 409A(a)(2)(B)(i),
distributions to a Participant who is a Specified Employee on account of his
Termination of Employment for any reason other than death shall be delayed
until the earliest date permitted by such section.  Payments delayed pursuant to the preceding
sentence shall be increased by deemed earnings, as determined pursuant to Section 5.05,
to the date on which such payments are made.


 


Section 6.07         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 individual(s), if any, named as the
Participant’s beneficiary under his Employer-provided group life insurance
program, who are living at the time of the Participant’s death or, if no such
beneficiaries are then living, to the Participant’s estate.


 


ARTICLE VII

ADMINISTRATION OF PLAN


 


Section 7.01         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:


 


(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;


 


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(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 7.02         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 7.03         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 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 


 


11

















 


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,
subject to the claimant’s right to file a civil action pursuant to ERISA Section 502(a).


 


ARTICLE VIII

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 IX

MISCELLANEOUS


 


Section 9.01         Obligations
of Employer.  The Employer’s
only obligation hereunder shall be a contractual obligation to make payments to
Participants or Beneficiaries entitled to benefits provided for herein when
due, and only to the extent that such payments are not made from the Trust.  Nothing herein shall give a Participant,
Beneficiary, or other person any right to a specific asset of an Employer or
the Trust, other than as a general creditor of the Employer.


 


Section 9.02         Employment
Rights.  Nothing contained herein shall
confer any right on an 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 9.03         Non-Alienation.
 Except as otherwise required by
a Qualified Domestic Relations Order, no right or interest of an Participant,
Spouse, or other Beneficiary under this Plan shall be subject to voluntary or
involuntary alienation, assignment, or transfer of any kind.  Payments shall be made to an Alternate Payee
to the extent provided in a Qualified Domestic Relations Order.  To the extent permitted by Code Section 409A,
payments pursuant to a 


 


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Qualified Domestic Relations
Order may be made in a lump sum and before the Participant’s earliest
retirement age (as defined by ERISA Section 206(d)(3)(E)(ii)).


 


Section 9.04         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 9.05         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 9.06         Liability
of Affiliated Employers.  If any payment
to be made under the Plan is to be made on account of an 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 Cummins Inc. Deferred Compensation Plan 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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