AMENDMENT to the Agreement dated November 12, 1992, as previously amended by agreements dated May 27, 1993 and January 1, 1995 (hereafter referred to as the "Agreement") , between CLARK EQUIPMENT COMPANY ("CLARK") and THOMAS C. CLARKE ("Mr. Clarke"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Mr. Clarke and CLARK have agreed to this Amendment as a clarification of the terms of the Agreement; and WHEREAS, legislative changes to Section 411 of the Internal Revenue Code of 1986 have resulted in the deletion of the statutory reference to the interest rate to be used for certain calculations under the Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements of the parties herein contained, it is agreed that certain provisions of the Agreement be amended to clarify the meaning of such provisions: Section 9.5 of the Agreement is hereby revised to read in its entirety as follows: 9.5 Present Value Calculation. For purposes of ------------------------- paragraphs (a) and (b) of Section 9.4, "present value," will be calculated using the interest rate that would be used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on the termination of a plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, formerly referred to in Section 411(a)(11)(B)(ii) of the Internal Revenue Code of 1986, as of the date of such termination and the 1983 Group Annuitants Mortality Table, or the mortality table (if it is different) then being used by CLARK's actuaries for valuation purposes with respect to CLARK's qualified pension plans. All calculations for the purposes of Sections 9.4 and 9.7 shall be made, at the expense of CLARK, by the independent auditors of CLARK. As soon as practicable after the need for such calculation arises, CLARK shall provide to its auditors all information needed to perform such calculations. -2- IN WITNESS WHEREOF, CLARK and Mr. Clarke have caused this Amendment to the Agreement to be executed as of the 28th day of March, 1995. CLARK EQUIPMENT COMPANY /s/ Thomas C. Clarke By: /s/ Frank M. Sims -------------------- ---------------------- Thomas C. Clarke Frank M. Sims Senior Vice President -3- AMENDMENT No. 1 to the Agreement dated November 12, 1992 (hereafter referred to as the "Agreement"), between CLARK EQUIPMENT COMPANY ("CLARK") and THOMAS L. DOEPKER (the "Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Executive remains in the employ of CLARK and the Executive and CLARK have agreed to this Amendment No. 1 as a clarification of the terms of the Agreement; and WHEREAS, legislative changes to Section 411 of the Internal Revenue Code of 1986 have resulted in the deletion of the statutory reference to the interest rate to be used for certain calculations under the Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements of the parties herein contained, it is agreed that certain provisions of the Agreement be amended to clarify the meaning of such provisions: Section 14.5 of the Agreement is hereby revised to read in its entirety as follows: 14.5 Present Value Calculation For purposes of ------------------------- paragraphs (a) and (b) of Section 14.4, "present value" will be calculated using the interest rate that would be used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on the termination of a plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, formerly referred to in Section 411(a)(11)(B)(ii) of the Internal Revenue Code of 1986, as of the date of such termination and the 1983 Group Annuitants Mortality Table, or the mortality table (if it is different) then being used by CLARK's actuaries for valuation purposes with respect to CLARK's qualified pension plans. All calculations for the purposes of Sections 14.4 and 14.7 shall be made, at the expense of CLARK, by the independent auditors of CLARK. As soon as practicable after the need for such calculation arises, CLARK shall provide to its auditors all information needed to perform such calculations. -2- IN WITNESS WHEREOF, CLARK and the Executive have caused this Amendment No. 1 to the Agreement to be executed as of the 28th day of March, 1995. CLARK EQUIPMENT COMPANY /s/ Thomas L. Doepker By: /s/ Leo J. McKernan ----------------------- ------------------------ Thomas L. Doepker Leo J. McKernan Chairman, President and Chief Executive officer -3- AMENDMENT No. 1 to the Agreement dated November 12, 1992 (hereafter referred to as the "Agreement"), between CLARK EQUIPMENT COMPANY ("CLARK") and WILLIAM N. HARPER (the "Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Executive remains in the employ of CLARK and the Executive and CLARK have agreed to this Amendment No. 1 as a clarification of the terms of the Agreement; and WHEREAS, legislative changes to Section 411 of the Internal Revenue Code of 1986 have resulted in the deletion of the statutory reference to the interest rate to be used for certain calculations under the Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements of the parties herein contained, it is agreed that certain provisions of the Agreement be amended to clarify the meaning of such provisions: Section 14.5 of the Agreement is hereby revised to read in its entirety as follows: 14.5 Present Value Calculation. For purposes of ------------------------- paragraphs (a) and (b) of Section 14.4, "present value" will be calculated using the interest rate that would be used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on the termination of a plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, formerly referred to in Section 411(a)(11)(B)(ii) of the Internal Revenue Code of 1986, as of the date of such termination and the 1983 Group Annuitants Mortality Table, or the mortality table (if it is different) then being used by CLARK's actuaries for valuation purposes with respect to CLARK's qualified pension plans. All calculations for the purposes of Sections 14.4 and 14.7 shall be made, at the expense of CLARK by the independent auditors of CLARK. As soon as practicable after the need for such calculation arises, CLARK shall provide to its auditors all information needed to perform such calculations. -2- IN WITNESS WHEREOF, CLARK and the Executive have caused this Amendment No. 1 to the Agreement to be executed as of the 28th day of March, 1995. CLARK EQUIPMENT COMPANY /s/ William N. Harper By:/s/ Leo J. McKernan ------------------------ ----------------------- William N. Harper Leo J. McKernan Chairman, President and Chief Executive Officer -3- AMENDMENT No. 1 to the Agreement dated November 12, 1992 (hereafter referred to as the "Agreement"), between CLARK EQUIPMENT COMPANY ("CLARK") and BERNARD D. HENELY (the "Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS the Executive remains in the employ of CLARK and the Executive and CLARK have agreed to this Amendment No. 1 as a clarification of the terms of the Agreement; and WHEREAS, legislative changes to Section 411 of the Internal Revenue Code of 1986 have resulted in the deletion of the statutory reference to the interest rate to be used for certain calculations under the Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements of the parties herein contained, it is agreed that certain provisions of the Agreement be amended to clarify the meaning of such provisions: Section 14.5 of the Agreement is hereby revised to read in its entirety as follows: 14.5 Present Value Calculation. For purposes of ------------------------- paragraphs (a) and (b) of Section 14.4, "present value" will be calculated using the interest rate that would be used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on the termination of a plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, formerly referred to in Section 411(a)(11)(B)(ii) of the Internal Revenue Code of 1986, as of the date of such termination and the 1983 Group Annuitants Mortality Table, or the mortality table (if it is different) then being used by CLARK's actuaries for valuation purposes with respect to CLARK's qualified pension plans. All calculations for the purposes of Sections 14.4 and 14.7 shall be made, at the expense of CLARK, by the independent auditors of CLARK. As soon as practicable after the need for such calculation arises, CLARK shall provide to its auditors all information needed to perform such calculations. -2- IN WITNESS WHEREOF, CLARK and the Executive have caused this Amendment No. 1 to the Agreement to be executed as of the 28th day of March, 1995. CLARK EQUIPMENT COMPANY /s/ Bernard D. Henely By:/s/ Leo J. McKernan ------------------------ ------------------------- Bernard D. Henely Leo J. McKernan Chairman, President and Chief Executive Officer -3- AMENDMENT No. 1 to the Agreement dated November 12, 1992 (hereafter referred to as the Agreement), between CLARK EQUIPMENT COMPANY ("CLARK") and LEO J. McKERNAN (the "Executive") W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Executive remains in the employ of CLARK and the Executive and CLARK have agreed to this Amendment No. 1 as a clarification of the terms of the Agreement; and WHEREAS, legislative changes to Section 411 of the Internal Revenue Code of 1986 have resulted in the deletion of the statutory reference to the interest rate to be used for certain calculations under the Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements of the parties herein contained, it is agreed that certain provisions of the Agreement be amended to clarify the meaning of such provisions: Section 12.5 of the Agreement is hereby revised to read in its entirety as follows: 12.5 Present Value Calculation. For purposes of ------------------------- paragraphs (a) and (b) of Section 12.4, "Present value" will be calculated using the interest rate that would be used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on the termination of a plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, formerly referred to in Section 411(a)(11)(B)(ii) of the Internal Revenue Code of 1986, as of the date of such termination and the 1983 Group Annuitants Mortality Table, or the mortality table (if it is different) then being used by CLARK's actuaries for valuation purposes with respect to CLARK's qualified pension plans. All calculations for the purposes of Sections 12.4 and 12.7 shall be made, at the expense of CLARK, by the independent auditors of CLARK. As soon as practicable after the need for such calculation arises, CLARK shall provide to its auditors all information needed to perform such calculations. -2- IN WITNESS WHEREOF, CLARK and the Executive have caused this Amendment No. 1 to the Agreement to he executed as of the 28th day of March, 1995. CLARK EQUIPMENT COMPANY /s/ Leo J. McKernan By:/s/ Frank M. Sims ---------------------- --------------------- Leo J. McKernan Frank M. Sims Senior Vice President -3- AMENDMENT No. 1 to the Agreement dated February 15, 1995 (hereafter referred to as the "Agreement"), between CLARK EQUIPMENT COMPANY ("CLARK") and FRANK M. SIMS (the "Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Executive remains in the employ of CLARK and the Executive and CLARK, have agreed to this Amendment No. 1 as a clarification of the terms of the Agreement; and WHEREAS, legislative changes to Section 411 of the Internal Revenue Code of 1986 have resulted in the deletion of the statutory reference to the interest rate to be used for certain calculations under the Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements of the parties herein contained, it is agreed that certain provisions of the Agreement be amended to clarify the meaning of such provisions: Section 9.5 of the Agreement is hereby revised to read in its entirety as follows: 9.5 Present Value Calculation. For purposes of ------------------------- paragraphs (a) and (b) of Section 9.4, "present value" will be calculated using the interest rate that would be used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on the termination of a plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, formerly referred to in Section 411(a)(11)(B)(ii) of the Internal Revenue Code of 1986, as of the date of such termination and the 1983 Group Annuitants Mortality Table, or the mortality table (if it is different) then being used by CLARK's actuaries for valuation purposes with respect to CLARK's qualified pension plans. All calculations for the purposes of Sections 9.4 and 9.7 shall be made, at the expense of CLARK, by the independent auditors of CLARK. As soon as practicable after the need for such calculation arises, CLARK shall provide to its auditors all information needed to perform such calculations. -2- IN WITNESS WHEREOF, CLARK and the Executive have caused this Amendment No. 1 to the Agreement to be executed as of the 28th day of March, 1995. CLARK EQUIPMENT COMPANY /s/ Frank M. Sims /s/ Leo J. McKernan ---------------------- -------------------------- Frank M. Sims Leo J. McKernan Chairman, President and Chief Executive Officer -3- AMENDMENT No. 1 to the Agreement dated September 1, 1992, (hereafter referred to as the Agreement") , between CLARK EQUIPMENT COMPANY ("CLARK") and ROBERT N. SPOLUM ("Mr. Spolum") W I T N E S S E T H: - - - - - - - - - - WHEREAS, Mr. Spolum and CLARK have agreed to this Amendment No. 1 as a clarification of the terms of the Agreement; and WHEREAS, legislative changes to Section 411 of the Internal Revenue Code of 1986 have resulted in the deletion of the statutory reference to the interest rate to be used for certain calculations under the Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements of the parties herein contained, it is agreed that certain provisions of the Agreement be amended to clarify the meaning of such provisions: 1. Section 17.5 of the Agreement is hereby revised to read in its entirety as follows: 17.5 Present Value Calculation. For purposes of ------------------------- paragraphs (a) and (b) of Section 17.4, "present value" will be calculated using the interest rate that would be used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on the termination of a plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, formerly referred to in Section 411(a)(11)(B) (ii) of the Internal Revenue Code of 1986, as of the date of such termination and the 1983 Group Annuitants Mortality Table. All calculations for the purposes of Sections 17.4 and 17.7 shall be made, at the expense of CLARK, by the independent auditors of CLARK. As soon as practicable after the need for such calculation arises, CLARK shall provide to its auditors all information needed to perform such calculations. 2. Section 3.5 of the Agreement is hereby revised by replacing the phrase "calculated using the interest rate specified in Section 411(a)(11)(B)(ii) of the Internal Revenue Code of 1986 as of the date of such termination and the 1983 Group Annuitants Mortality Table" with the phrase "calculated as described in Section 17.5". -2- IN WITNESS WHEREOF, CLARK and Mr. Spolum have caused this Amendment No. 1 to the Agreement to be executed as of the 28th day of March, 1995. CLARK EQUIPMENT COMPANY /s/ Robert N. Spolum By:/s/ Frank R. Sims ------------------------ ---------------------- Robert N. Spolum Frank R. Sims Senior Vice President -3-