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CUMMINS ENGINE COMPANY, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
P THE COMPANY FOR ANNUAL MEETING APRIL 5, 1994
R
O
X
Y
The undersigned hereby constitutes and appoints J. Irwin Miller and
Franklin A. Thomas, and each of them, true and lawful agents with full
power of substitution in each, to vote as proxy of the undersigned at
the Annual Meeting of the shareholders of Cummins Engine Company, Inc.
to be held at the Columbus East High School Auditorium, 230 South Marr
Road, Columbus, Indiana on April 5, 1994, and at any adjournments
thereof, on all matters coming before said meeting.
BENEFIT TRUST PARTICIPANTS ONLY: By marking this box, the undersigned
hereby instructs the respective Trustees of the Company's Employee
Stock Ownership Trust and Cummins Stock Fund portion of the Company's
Retirement and Savings Plan to vote at said meeting the number of shares
of common stock of the Company held on the undersigned's behalf in said
Benefit Trusts ("Plan Shares") in the manner designated on this Proxy.
Election of Directors, Nominees:
Harold Brown, Robert J. Darnall, James D. Donaldson, Walter Y. Elisha,
Hanna H. Gray, James A. Henderson, Dana G. Mead, J. Irwin Miller,
William I. Miller, Donald S. Perkins, William D. Ruckelshaus, Henry B.
Schacht, Franklin A. Thomas, J. Lawrence Wilson.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES ON THE REVERSE SIDE. EXCEPT FOR PLAN
SHARES, YOU NEED NOT MARK ANY ITEM BOXES IF YOU WISH TO VOTE
SHARES IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. THE PROXY COMMITTEE CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
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[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 3111
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3 AND 4, BUT
PLAN SHARES WILL BE VOTED IN ACCORDANCE WITH THE PROVISIONS OF THE BENEFIT
TRUSTS.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
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FOR WITHHELD
1. Election of Directors. (see reverse) [_] [_]
For, except vote withheld from the following nominee(s):
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2. Proposal to ratify Arthur Andersen & Co. FOR AGAINST ABSTAIN
as independent accountants. [_] [_] [_]
3. Proposal to approve Restricted Stock Plan for FOR AGAINST ABSTAIN
Non-Employee Directors [_] [_] [_]
4. Proposal to amend Restated Articles of FOR AGAINST ABSTAIN
Incorporation [_] [_] [_]
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TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL DIRECTOR NOMINEE, MARK ITEM 1
BOX "FOR" AND LIST NOMINEE'S NAME FOR WHICH AUTHORITY IS WITHHELD; OTHERWISE,
MARK "FOR" TO VOTE FOR ALL NOMINEES OR "WITHHELD" TO WITHHOLD AUTHORITY TO VOTE
FOR ALL NOMINEES.
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The signer hereby revokes all
proxies heretofore given by the
signer to vote at said meeting or
any adjournments thereof.
NOTE: Please sign exactly as name
appears hereon. Joint
owners should each sign.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such.
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SIGNATURE DATE
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SIGNATURE DATE
