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                PERFORMANCE STOCK AWARD GRANT AGREEMENT

   THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the "Agreement"), by and
between TWIN DISC, INCORPORATED (the "Company") and ________________________
(the "Employee") is dated this 15th day of October 2004, to memorialize an
award of performance stock of even date herewith.

   WHEREAS, the Company adopted an Incentive Compensation Plan in 1998 (the
"Plan") whereby the Compensation Committee of the Board of Directors (the
"Committee") is authorized to grant performance stock awards that entitle an
employee of the Company receiving such award to shares of common stock of the
Company if the Company achieves a predetermined performance objective; and

   WHEREAS, the Committee has determined it to be in its best interests of the
Company to grant the Employee a performance stock award as an inducement to
achieve the below described performance objective.

   NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements herein set forth, the parties hereto agree as follows:

   1. Performance Stock Award Grant.  Subject to the terms of the Plan, a copy
of which has been provided to the Employee and is incorporated herein by
reference, the Company hereby grants Employee a performance stock award, such
performance stock award shall entitle the Employee to receive _____ shares of
the Company's common stock (the "Shares") if the Company achieves _____________
($_______) in consolidated annual revenue in the fiscal year beginning on
July 1, 2006 and ending on June 30, 2007 (the "Performance Objective"), subject
to the terms and conditions and restrictions set forth below.

   2. Price Paid by Employee.  The price to be paid by the Employee for the
shares granted shall be  No  Dollars ($ 0.00 ) per share.

   3. Termination of Employment.  If the employment of the Employee shall
terminate prior to attaining the Performance Objective, the performance stock
awards granted shall be forfeited.

   4. Death/Disability.  If the Employee dies or becomes permanently disabled
prior to attaining the Performance Objective, the performance stock awards
granted shall be forfeited. The Committee shall conclusively determine whether
an Employee shall be considered permanently disabled for purposes of this
performance stock award.

   5. No Rights of Shareholder.  Until the Performance Objective is met, the
performance stock award grant shall not entitle the Employee any rights of a
shareholder, including the right to receive dividends or to vote the Shares.
In the event that the Performance Objective is met, the Shares of the Company
shall be issued to the Employee whose performance stock award has not been
forfeited, and a certificate representing the Shares shall be delivered to
the Employee.

   6. Employment Status.  Neither this Agreement nor the Plan impose on the
Company any obligation to continue the employment of the Employee.


                                               TWIN DISC, INCORPORATED

                                               By:_____________________________
                                               Its:____________________________

                                               EMPLOYEE:

                                               ________________________________