[Clark Letterhead]
 
April 12, 1995
 
Dear Stockholder:
 
On April 9, 1995, Clark Equipment Company entered into a merger agreement with
Ingersoll-Rand Company and one of its subsidiaries that provides for the
acquisition of Clark Equipment Company by Ingersoll-Rand Company at a price of
$86.00 per share. Under the terms of the proposed transaction, an Ingersoll-Rand
Company subsidiary is today amending its tender offer for all outstanding shares
of Clark Equipment Company common stock to increase the offering price to $86.00
per share.
 
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE INGERSOLL-RAND COMPANY
OFFER AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND
IN THE BEST INTERESTS OF CLARK EQUIPMENT COMPANY STOCKHOLDERS. ACCORDINGLY, THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL CLARK EQUIPMENT COMPANY
STOCKHOLDERS ACCEPT THE INGERSOLL-RAND COMPANY OFFER AND TENDER THEIR SHARES TO
INGERSOLL-RAND COMPANY.
 
Following the successful completion of the tender offer, upon approval by the
required stockholder vote, the Ingersoll-Rand Company subsidiary will be merged
with Clark Equipment Company and all shares not purchased in the tender offer
will be converted into the right to receive $86.00 per share in cash in the
merger.
 
In arriving at its recommendations, the Board of Directors gave careful
consideration to a number of factors. These factors included the opinion of CS
First Boston Corporation, financial advisor to Clark Equipment Company, that the
consideration of $86.00 per share to be received by the stockholders pursuant to
the Ingersoll-Rand Company offer and the merger is fair to Clark Equipment
Company stockholders from a financial point of view.
 
Accompanying this letter is a copy of the Clark Equipment Company's
Solicitation/Recommendation Statement on Schedule 14D-9. Also enclosed is
Ingersoll-Rand Company's Offer to Purchase and related materials, including a
Letter of Transmittal for use in tendering shares. We urge you to read the
enclosed materials carefully. The management and directors of Clark Equipment
Company thank you for the support you have given the Company.
 
On behalf of the Board of Directors,
Sincerely,
Leo J. McKernan
Chairman of the Board,
President and Chief Executive Officer