___________________________________________________________
RESOLUTIONS
OF
THE BOARD OF DIRECTORS
OF
CLARK EQUIPMENT COMPANY
___________________________________________________________
WHEREAS, pursuant to a tender offer disclosed in
a Tender Offer Statement on Schedule 14D-1, dated
April 3, 1995, of CEC Acquisition Corp., a Delaware
corporation ("Acquisition"), and a wholly-owned
subsidiary of Ingersoll-Rand Company, a New Jersey
corporation ("Ingersoll"), Acquisition has offered to
purchase all of the outstanding shares of common
stock, par value $7.50 per share, of the Company (the
"Shares"), including the associated preferred stock
purchase rights (the "Rights") to be issued pursuant
to the Rights Agreement, dated March 10, 1987, as
amended and restated as of August 14, 1990, between
the Company and Harris Trust and Savings Bank, as
Rights Agent (the "Rights Agreement"), at a price of
$77.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the
Offer to Purchase, dated April 3, 1995, and the
related Letter of Transmittal (together, the "Offer");
WHEREAS, the Board of Directors of the Company
(the "Board") has reviewed and considered with its
financial and legal advisors the Agreement and Plan of
Merger (the "Merger Agreement"), by and among the
Company, Ingersoll and Acquisition in the draft form
presented to this meeting pursuant to which
Acquisition would increase the per Share price of the
Offer to $86.00, net to the Seller in cash (the
"Revised Offer");
NOW, THEREFORE BE IT
RESOLVED, that after review of the Revised Offer
with the Company's financial and legal advisors, the
Board has determined that the Revised Offer is fair
and otherwise in the best interests of the Company and
its stockholders and that it be, and it hereby is,
approved and that the Board will recommend acceptance
of the Revised Offer and that the Company's
stockholders tender their Shares pursuant to the
Revised Offer in a Solicitation/Recommendation
Statement on Schedule 14D-9 to be filed with the
Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended;
RESOLVED, that after review of the Merger
Agreement and the transactions contemplated thereby
with the Company's financial and legal advisors, the
Board has determined that the execution and delivery
of the Merger Agreement and the consummation by the
Company of the transactions contemplated thereby are
fair to and in the best interests of the Company and
its Stockholders, and that the Merger Agreement be,
and it hereby is, approved and adopted, and the
Chairman of the Board, Chief Executive Officer and
President of the Company be, and hereby is,
authorized, empowered and directed to execute and
deliver the Merger Agreement substantially in the form
presented to this meeting, and any amendments thereto,
with such changes, additions and modifications thereto
as such officer deems necessary, appropriate or
advisable, such necessity, appropriateness or
advisability to be conclusively evidenced by such
officer's execution and delivery thereof;
RESOLVED, that, for purposes of Section 203(a)(1)
of the Delaware General Corporation Law, the
execution, delivery and performance by the Company of
the terms of the Merger Agreement are hereby approved.
RESOLVED, that the Letter of Intent, dated April
9, 1995, by and among Ingersoll and the Company, is
hereby approved and that the proper officers of the
Company are hereby authorized and directed to execute
and deliver, by and on behalf of the Company, the
Letter of Intent, substantially in the form presented
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to this meeting, and that such Letter of Intent shall
satisfy the requirements of Article SIXTH, paragraph
6(d) of the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation") for
purposes of rendering the supermajority voting
requirements of Article SIXTH, paragraph 6(a) of the
Certificate of Incorporation inapplicable to the
Offer, the Merger Agreement and the transactions
contemplated thereby;
RESOLVED, that the Company's annual stockholders'
meeting scheduled for May 9, 1995 is hereby postponed
indefinitely;
RESOLVED, that the proper officers of the Company
be and hereby are authorized to file, on behalf of the
Company, all documents with the Securities and
Exchange Commission (the "Commission"), national
securities exchanges or other person as they deem
necessary, appropriate or advisable to comply with the
requirements of the Securities Exchange Act of 1934,
as amended, and the rules promulgated by the
Commission thereunder, or any other applicable laws,
rules or regulations in connection with the Merger
Agreement, the Revised Offer and the transactions and
other actions contemplated thereby, including without
limitation, the filing of a Schedule 14D-9, and any
amendments thereto, in such form as such officers
shall deem necessary, appropriate or advisable, such
necessity, appropriateness or advisability to be
conclusively evidenced by such officers' execution
thereof;
RESOLVED, that in order for the Company to comply
with all applicable requirements of the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act") and the rules and regulations
thereunder, including the filings required to be made
thereunder, the proper officers of the Company are
hereby authorized, empowered and directed on behalf
and in the name of the Company to prepare, with the
assistance of counsel for the Company, execute and
file or cause to be filed all reports, statements,
documents and information required to be filed by the
Company pursuant to the HSR Act and to respond to all
requests for additional information and to meet and
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confer, or to cause counsel to meet or confer, with
officials of the Federal Trade Commission or the
Antitrust Division of the Department of Justice
relating to the transactions contemplated by the
Merger Agreement;
RESOLVED, that the form, terms and provisions of
the Amendment (the "Amendment"), to the Rights
Agreement, substantially in the form presented to this
meeting, be, and it hereby is, approved and adopted in
all respects, and the performance of all of the terms
thereof is hereby approved;
RESOLVED, that the Chairman of the Board, the
President, or any Vice President of the Corporation
be, and each of them hereby is, authorized, in the
name and on behalf of the Company, to execute the
Amendment substantially in the form presented to this
meeting, with such modifications thereto as the
officer executing the same shall approve, such
approval to be conclusively evidenced by such
execution;
RESOLVED, that the Chairman of the Board, the
President or any Vice President, the Treasurer or any
Assistant Treasurer and the Secretary or any Assistant
Secretary of the Company be, and each of them hereby
is, authorized, in the name and on behalf of the
Corporation, to execute and file amendments and
supplements to any application or applications with
respect to the listing of the Rights, file such other
papers and documents, pay any and all applicable
listing fees, and take such other action as may be
necessary or desirable to maintain the listing of the
Rights and the securities of the Company issuable upon
exercise of the Rights on the New York Stock Exchange,
Inc. and on any other stock exchanges deemed
appropriate by the proper officers of the Company, and
the execution by such officers of any such paper or
agreement or the doing by them of any act in
connection with the foregoing matters shall
conclusively establish their authority therefor from
the Company and the approval and ratification by the
Company of the papers so executed and the action so
taken;
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RESOLVED, that the Board hereby adopts as if
expressly set forth herein the form of any resolution
required by any authority to be filed in connection
with any applications, consents to service, issuer's
covenants or other documents if (1) in the opinion of
any officer of the Company executing the same, the
adoption of such resolutions is necessary or
desirable, and (2) the Secretary or an Assistant
Secretary of the Company evidences such adoption by
inserting in the minutes of this meeting copies of
such resolutions, which will thereupon be deemed to be
adopted by the Board of Directors with the same force
and effect as if presented at this meeting;
RESOLVED, that the CS First Boston Engagement
Letter, substantially in the form presented to this
meeting, be and hereby is approved.
RESOLVED, that any actions taken by the proper
officers of the Company in connection with matters
contemplated by the foregoing resolutions on or prior
to the date of this meeting are hereby ratified,
confirmed and approved as the act and deed of the
Corporation.
RESOLVED, that the Chief Executive Officer and
other appropriate officers of the Company be, and
hereby are, authorized and directed to execute,
certify, deliver and file (or cause to be executed,
certified, delivered and filed) all such further
agreements, certificates, instruments and documents in
the name of and on behalf of the Company, and to do
all such further acts and things as in their
discretion they shall deem necessary, advisable,
proper and convenient to carry out the purposes and
intent of the foregoing resolutions.
Dated: April 9, 1995
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