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).
3
(L)
"CODE" MEANS THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED FROM TIME TO TIME.
(M)
"COMPANY" MEANS CUMMINS INC.
(N)
"COVERED COMPENSATION" MEANS, WITH RESPECT
TO AN EXECUTIVE FOR A PERIOD, AS FOLLOWS:
(1)
FOR BENEFITS WITH AN ANNUITY STARTING DATE
AFTER 2005, THE TOTAL OF BASE SALARY AND SHORT-TERM BONUS EARNINGS PAID BY THE
EMPLOYER TO THE EXECUTIVE DURING SUCH PERIOD; PROVIDED, HOWEVER, IF THE
EXECUTIVE TERMINATES EMPLOYMENT AFTER A CHANGE OF CONTROL, HIS COVERED
COMPENSATION SHALL INCLUDE THE TOTAL OF ALL BASE SALARY AND BONUS PAYMENTS PAID
TO THE EXECUTIVE PURSUANT TO THE EXECUTIVE RETENTION PLAN FOLLOWING HIS
TERMINATION OF EMPLOYMENT.
FOR PURPOSES OF THIS PARAGRAPH, "SHORT-TERM BONUS"
MEANS VARIABLE INCENTIVE COMPENSATION BASED ON A PERFORMANCE MEASUREMENT PERIOD
OF ONE YEAR OR LESS, INCLUDING BUT NOT LIMITED TO AMOUNTS EARNED UNDER THE
COMPANY'S TARGET BONUS PLAN AND SENIOR EXECUTIVE BONUS PLAN.
(2)
FOR BENEFITS WITH AN ANNUITY STARTING DATE
IN 2005, THE MEANING SPECIFIED BY THE PLAN, AS IN EFFECT IMMEDIATELY BEFORE THIS
RESTATEMENT.
(O)
"DEFERRED VESTED BENEFIT" MEANS THE BENEFIT
PAYABLE PURSUANT TO SECTION 6.04.
(P)
"DENIAL" OR "DENIED" MEANS A DENIAL,
REDUCTION, TERMINATION, OR FAILURE TO PROVIDE OR MAKE PAYMENT (IN WHOLE OR IN
PART) OF A PLAN BENEFIT.
(Q)
"DOMESTIC PARTNER" MEANS A PERSON OF THE
SAME OR OPPOSITE SEX (I) WITH WHOM THE EXECUTIVE 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 EXECUTIVE, IS
MUTUALLY RESPONSIBLE FOR THE OTHER'S WELFARE, (IV) WHO, WITH THE EXECUTIVE,
INTENDS FOR THEIR RELATIONSHIP TO BE PERMANENT, (V) WHO IS NOT SO CLOSELY
RELATED TO THE EXECUTIVE 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)
"EMPLOYER" MEANS THE COMPANY AND ALL OF
ITS AFFILIATED EMPLOYERS.
(S)
"ERISA" MEANS THE EMPLOYEE RETIREMENT
INCOME ACT OF 1974, AS AMENDED FROM TIME TO TIME.
(T)
"EXCESS BENEFIT RETIREMENT PLAN" MEANS
THE CUMMINS INC. EXCESS BENEFIT RETIREMENT PLAN, AS AMENDED FROM TIME TO TIME.
4
(U)
"EXECUTIVE" MEANS (I) AN INDIVIDUAL WHO HAS
BEEN DESIGNATED BY THE BOARD