EXHIBIT 4.12

                             CERTIFICATE OF TRUST
                                      OF
                           CUMMINS CAPITAL TRUST II

     THIS Certificate of Trust of Cummins Capital Trust II (the "Trust"),
dated May 15, 2002, is being duly executed and filed by The Bank of New York
(Delaware), a Delaware banking corporation, and BNY Midwest Trust Company, an
Illinois banking corporation, as trustees, to form a business trust under the
Delaware Business Trust Act (12 Del. C. ss.3801 et seq.).

          1. Name. The name of the business trust formed hereby is Cummins
Capital Trust II.

          2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is The Bank of New York (Delaware), Route
273, White Clay Center, Newark, Delaware 19711, Attention: Corporate Trust
Administration.

          3. Effective Date. This Certificate of Trust shall be effective upon
filing.

          IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.

                                 THE BANK OF NEW YORK (DELAWARE)


                                 By: /s/ Michael Santino
                                     --------------------------------
                                     Name:  Michael Santino
                                     Title:  Senior Vice President


                                 BNY MIDWEST TRUST COMPANY


                                 By: /s/ C. Potter
                                     --------------------------------
                                     Name:  C. Potter
                                     Title:  Assistant Vice President