AMENDMENT
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AMENDMENT, dated as of April 10, 1995 to the
Rights Agreement, dated as of March 10, 1987 and amended
and restated as of August 14, 1990 (the "Rights
Agreement"), between Clark Equipment Company, a Delaware
corporation (the "Company"), and Harris Trust and Savings
Bank, an Illinois banking corporation (the "Rights Agent").
W I T N E S S E T H
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WHEREAS, the Company and the Rights Agent have
heretofore executed and entered into the Rights Agreement;
and
WHEREAS, pursuant to Section 26 of the Rights
Agreement, the Company and the Rights Agent may from time
to time supplement or amend the Rights Agreement in accor-
dance with the provisions of Section 26 thereof; and
WHEREAS, all actions necessary to make this
Amendment a valid agreement, enforceable according to its
terms have been taken, and the execution and delivery of
this Amendment by the Company and the Rights Agent have
been in all respects duly authorized by the Company and the
Rights Agent;
NOW, THEREFORE, in consideration of the foregoing
and the mutual agreements set forth herein, the Company and
the Rights Agent agree as follows:
1. A new Section 34 shall be added which states
the following:
"34. Exemption of Ingersoll-Rand Offer and
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Merger: Notwithstanding anything to the contrary
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contained in this Agreement, the provisions of Sec-
tions 3(a), 11(a)(ii) and 13(a) shall not apply with
respect to any transaction undertaken by Ingersoll-
Rand Company ("IR") or any of its Affiliates (as
defined in the Rights Agreement) or Associates (as
defined in the Rights Agreement) pursuant to the
Agreement and Plan of Merger, dated April 9, 1995, by
and among IR, CEC Acquisition Corp. and Clark
Equipment Company nor shall IR or any of its
Affiliates (as defined in the Rights Agreement) or
Associates (as defined in the Rights Agreement) be
deemed to be an Acquiring Person (as defined in the
Rights Agreement) as a result of any such
transactions."
2. This Amendment shall be deemed to be a co-
ntract made under the laws of the State of Delaware and for
all purposes shall be governed by and construed in accor-
dance with the laws of such State applicable to contracts
made and to be performed entirely within such State.
3. Except as hereinabove expressly provided, all
provisions of the Rights Agreement shall continue in full
force and effect.
4. This Amendment may be executed in one or more
counterparts all of which shall be considered one and the
same instrument and shall become effective as of the date
hereof when one or more counterparts have been signed by
each of the parties and delivered to each of the other
parties.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and their
respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: CLARK EQUIPMENT COMPANY
By /s/ John J. Moran, Jr By /s/ William N. Harper
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Name: John J. Moran, Jr Name: William N. Harper
Title: Assistant Secretary Title: Vice President and
Controller
Attest: HARRIS TRUST AND SAVINGS BANK
By /s/ Wendy A. Dyter By /s/ Thomas D. Grady
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Name: Wendy A. Dyter Name: Thomas D. Grady
Title: Trust Officer and Title: Vice President
Assistant Secretary
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