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                    AMENDED PERFORMANCE STOCK AWARD GRANT AGREEMENT

   THIS AMENDED PERFORMANCE STOCK AWARD GRANT AGREEMENT (the "Agreement"), by
and between TWIN DISC, INCORPORATED (the "Company") and _______________________
(the "Employee") is dated this _____ day of February 2005, to memorialize an
amendment of an award of performance stock previously granted on October 15,
2004.

   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, effective October 15, 2004, the Committee made an award of
performance stock to the Employee as an inducement to achieve the below
described performance objective; and

WHEREAS, the Committee has determined it to be in its best interests of the
Company to amend the performance stock award granted to the Employee and took
action to effectuate such amended grant on February 3, 2005.

   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 has granted Employee a performance stock award effective
October 15, 2004.  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.  This Agreement amends and
replaces any prior agreement between the Employee and the Company covering the
October 15, 2004, grant of a performance stock award to the Employee.

   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. Voluntary Termination of Employment Prior to Retirement/Termination for
Cause.  If prior to attaining the Performance Objective an Employee voluntarily
terminates employment prior to the Employee becoming eligible for normal or
early retirement under the Company's defined benefit pension plan covering the
Employee or the employment of an Employee is terminated for cause, the
performance stock awards granted to such Employee shall be forfeited.  The
Committee shall conclusively determine whether an Employee was terminated for
cause for purposes of this performance stock award.

   4. Death/Disability/Other Termination of Employment Other than Change of
Control of Company.  If prior to attaining the Performance Objective an
Employee dies, becomes permanently disabled, voluntarily terminates employment
after becoming eligible for normal or early retirement under the Company's
defined benefit pension plan covering the Employee, or is terminated for any
reason other than for cause or following a Change in Control of the Company as
described in Section 5 (each a "Qualifying Event"), the performance stock
awards granted to such Employee shall be paid on a prorated basis if and when
the Performance Objective is achieved.  Such prorated performance stock awards
shall be subject to the following terms and conditions:

   (a) The prorated award shall be determined by multiplying the number of
       shares underlying the award by a fraction, the numerator of which is the
       number of days from July 1, 2004, through the Employee's last day of
       employment, and the denominator or which is the number of days from
       July 1, 2004, through June 30, 2007.  Any fractional share of the
       Company resulting from such a prorated award shall be rounded up to a
       whole share of the Company.

   (b) Except as otherwise provided in Section 4(c), shares of the Company
       underlying such prorated awards shall be delivered in the ordinary
       course after the determination by the Committee that the Performance
       Objective has been achieved (and no later than 2-1/2 months after
       June 30, 2007).

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   (c) The Committee has the authority in its sole discretion to immediately
       vest the prorated portion of the performance stock awards granted
       hereunder of an Employee who experiences a Qualifying Event and deliver
       shares of Company stock underlying such prorated awards as if the
       Performance Objective had been fully achieved.

   (d) 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:

                                              _________________________________