2003 Committee Charter : CUM

CUMMINS INC.
GOVERNANCE AND NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS
CHARTER AND GUIDELINES
Revised October, 2002
The Governance and Nominating Committee shall:
(1) Consider and recommend to the Board of Directors
candidates to the Board in accordance with the
Bylaws of the Company and nominees to fill
vacancies as they occur among the Directors
caused by retirement, death, inability to serve,
resignation, an increase in the number of the
members of the Board of Directors, or other
reason.
(2) Consider and recommend to the Board of Directors
a slate of nominees for election or reelection as
the Directors by the shareholders of the
Corporation at the annual meeting.
(3) Review and approve the list of proposed Directors
for inclusion in the Company's proxy statement in
connection with the annual meeting of
shareholders.
(4) Consider and recommend to the Board of Directors
a list of Director selection criteria to be used
by the Committee in making recommendations
regarding candidates for the Board.
(5) Review the size and composition of the Board, the
ratio of non-employee to employee Directors,
frequency and format of Board meetings, Committee
structure, and service on committees of the
Board.
(6) Annually, review the performance of the Board of
Directors.
(7) Annually, review the performance of the
Committee.
(8) Annually, review the Board's Corporate Governance
Principles and make recommendations to the Board
for any changes, amendments, and modifications to
the Principles that the Committee shall deem
desirable.
(9) Exercise sole authority to retain and terminate
any search firm to be used to identify Director
candidates, including sole authority to approve
the search firm's fees and other retention terms.
(10) Annually, in conjunction with the Chief Executive
Officer, review the performance of senior
management of the Company.