AGREEMENT     
   
  THIS AGREEMENT dated as of January 10, 1994, is among TENNECO INC., a
Delaware corporation ("Tenneco"), KERN COUNTY LAND COMPANY, a Delaware
corporation ("Kern County"), and CASE CORPORATION, a Delaware corporation
("Case").     
                                   
                                WITNESSETH:     
   
  WHEREAS, Tenneco has been the beneficial owner of 3,200,000 shares of common
stock (the "Shares") of Cummins Engine Company, Inc., an Indiana corporation
(the "Issuer"), which represents approximately 8.6% of the outstanding voting
shares of the Issuer; and     
   
  WHEREAS, on December 29, 1993, Tenneco transferred the Shares to Kern County,
Kern County transferred the Shares to Case, and Case transferred the Shares to
the Case Corporation Pension Plan for Hourly Paid Employees; and     
   
  WHEREAS, Section 13(d) of the Securities Exchange Act of 1934 (the "Act")
requires that a person who acquires more than five percent of any class of
equity security registered under the Act to file a statement with the
Securities and Exchange Commission setting forth certain required information;
and     
   
  WHEREAS, Rule 13d-1 under the Act permits two or more persons who are
required to file a statement with respect to the same securities to file only
one statement;     
   
  NOW THEREFORE, in consideration of the premises, the parties hereto agree as
follows:     
     
    1. Joint Filing. Tenneco, Kern County and Case shall jointly file a
  Schedule 13D with respect to the Shares and shall jointly file any
  amendment to such Schedule 13D as shall be required by law. Such Schedule
  13D and any amendment thereto shall be filed on behalf of each such person.
         
    2. Responsibility for Accuracy. Each party hereto shall be responsible
  for the completeness and accuracy of the information concerning such party
  contained in such Schedule 13D and in any amendment thereto and shall not
  be responsible for the completeness and accuracy of the information
  concerning the other parties unless such party knows or has reason to
  believe that such information is inaccurate.     
     
    3. Representation. Each party hereto represents that it is eligible to
  file Schedule 13D.     
   
  IN WITNESS WHEREOF, the parties have caused this agreement to be executed as
of the date first written above.     
                                             
                                          TENNECO INC.     
                                                 
                                              M.W. Meyer     
                                             
                                          By: _____________________________    
                                                
                                             M.W. Meyer     
                                                
                                             Vice President     
                                             
                                          KERN COUNTY LAND COMPANY     
                                                 
                                              M.W. Meyer     
                                             
                                          By: _____________________________    
                                                
                                             M.W. Meyer     
                                                
                                             Vice President     
                                             
                                          CASE CORPORATION     
                                                 
                                              Robert G. Simpson     
                                             
                                          By: _____________________________    
                                                
                                             Robert G. Simpson     
                                                
                                             Vice President