1
                                  exhbit 10g

                            Twin Disc, Incorporated
                     Director Tenure and Retirement Policy
                             January 18, 1993



     It is the policy of the Board that outside directors be independent from
any potential conflict of interest in representing the interest of the
Shareholders. Accordingly, no outside directors shall be elected by the
directors to this Board or nominated by the directors to the shareholders for
election to this Board if such person or his employer has a material or
significant business relationship with the Corporation.

     No outside director shall be elected by the directors to this Board or
nominated by the directors to the shareholders for election to this Board who
is not at such time employed full-time or who is then over 68 years of age.

     No outside director shall be nominated by the directors to the shareholders
for re-election to this Board who would be over 68 years of age at the time of
re-election.

     Any outside director whose full-time employment terminates may remain on
this Board until his/her current term expires and, provided the director is not
over 68 years of age upon expiration of his/her current term, will be eligible
for nomination by the directors to the shareholders for election to one
additional term.

     Any inside director whose employment by this Corporation terminates for
any reason is expected to resign from this Board effective as of the
commencement of the next regular or special meeting of this Board following
said termination. However, any director who retires from this Corporation as
its Chief Executive Officer may remain on this Board until his/her current term
expires.

     Exceptions to this tenure policy may only be effected by an action of this
Board upon the unanimous recommendation from its Board Affairs and Nominating
Committee.

     Provided that he serves at least one complete three year term, a
non-employee director who retires from the Board, resigns from the Board, or
decides not to stand for re-election to the Board shall be entitled to an
annual retirement payment equal to the sum of:

     1.   The annual retainer at the time of his/her resignation.

     2.   Six Board meeting fees at the rates prevailing at the time of his/her
          resignation.

     Retirement payments, payable quarterly, shall continue for such number of
     years as is equal to the number of his/her service, or until his/her
     death, whichever time elapses first.

     This Director Tenure and Retirement Policy replaces all prior tenure and
retirement compensation policies and is effective as of 1/18/93.