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                                                                   Exhibit 10.12

                            THE RAYMOND CORPORATION

                            STOCK OPTION PLAN (1995)

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               Adopted by the Board of Directors on March 4, 1995

                 Approved by the Shareholders on April 29, 1995

                             Amended March 24, 1997


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                             THE RAYMOND CORPORATION

                            STOCK OPTION PLAN (1995)

                                TABLE OF CONTENTS

SECTION                                                                     PAGE
-------                                                                     ----

 1    Purpose                                                                  1

 2    Administration                                                           1

 3    Shares Subject to the Plan                                               1

 4    Eligibility and Extent of Participation                                  2

 5    Non-qualified and Incentive Options                                      2

 6    Option Agreements                                                        3

 7    Option Price                                                             4

 8    Exercise of Options                                                      4

 9    Transferability of Options                                               5

10    Death, Retirement, and Termination of Employment                         5
      or Director Status

11    Change of Control                                                        6

12    Amendments, Suspension or Discontinuance                                 7

13    Termination                                                              7

14    Stock Appreciation Rights                                                7

15    Withholding                                                              8

16    Director Stock Options                                                   9


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                             THE RAYMOND CORPORATION
                            Stock Option Plan (1995)

                                    SECTION 1
                                     PURPOSE

         The purpose of this Plan is to promote the interests of The Raymond
Corporation ("Company") and its stockholders by providing a method whereby
directors, officers and other key employees of the Company and its subsidiaries
may be encouraged to invest in the Common Stock of the Company and thereby
increase their proprietary interest in its business, encourage them to remain in
the employ of the Company and increase their personal interest in its continued
success and progress.

                                    SECTION 2
                                 ADMINISTRATION

         (a) The Board of Directors shall designate a committee of Directors
(hereinafter referred to as the "Committee"), none of whose members shall be
eligible to receive options except as specifically authorized under Section 16
of the Plan. The Committee shall have full power and authority, subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may
from time to time be issued or adopted by the Board, to interpret the provisions
and supervise the administration of the Plan. All determinations by the
Committee shall be made by the affirmative vote of a majority of its members,
but any determination reduced to writing and signed by all of the members shall
be fully as effective as if it had been made by a majority vote at a meeting
duly called and held.

         (b) Subject to any applicable provisions of the ByLaws of the Company,
all decisions made by the Committee pursuant to the provisions of the Plan and
related orders or resolutions of the Board shall be final, conclusive and
binding on all persons, including the Company, stockholders, employees and
optionees.

                                    SECTION 3
                           SHARES SUBJECT TO THE PLAN

         (a) The shares to be delivered upon exercise of options granted under
the Plan shall be available, at the discretion of the Board of Directors, either
from the authorized but unissued shares of the Company or from shares reacquired
by the Company, including shares purchased in the open market.

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         (b) Subject to adjustments made pursuant to the provisions of paragraph
(c) of this Section 3, the aggregate number of shares to be delivered upon
exercise of all options which may be granted under the Plan shall not exceed
315,000 shares. If an option granted under the Plan shall expire or terminate
for any reason, the shares subject to, but not delivered under, such option
shall be available for other options to the same person or other persons.

         (c) In the event of a merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Common Stock of the Company, such adjustment shall be made in the
aggregate number of shares which may be purchased under the Plan, the maximum
number of shares which may be purchased by any one person under the Plan and the
number and option price of shares subject to the outstanding options granted
under the Plan as may be determined to be appropriate by the Board of Directors
upon recommendation by the Committee.

                                    SECTION 4
                     ELIGIBILITY AND EXTENT OF PARTICIPATION

         Options may be granted only to directors and employees of the Company
and its subsidiaries. Except as expressly authorized by Section 16 of the Plan,
no grant shall be made to a director who is not an officer or salaried employee.
Subject to the limitations of the Plan, the Committee shall, after consultation
with management, select the employees to be granted options and determine the
time when each option shall be granted and the number of shares subject to each
option. More than one Plan option may be granted to the same employee, but the
maximum number of shares that can be granted to an individual employee during
any given Plan year shall be 50,000 shares.

                                    SECTION 5
                       NON-QUALIFIED AND INCENTIVE OPTIONS

         (a) The Committee shall have authority to grant "Non-qualified Options"
for a term not more than ten (10) years from the date of grant. Non-qualified
options shall be labeled as such.

         (b) Options granted under the Plan prior to March 1, 2005 may also be
Incentive Stock Options as provided by Section 422A of the Internal Revenue Code
of 1986, as amended. The terms of each Incentive Stock Option granted under the
Plan shall be determined by the Committee consistent with provisions of the
Plan, including the following:

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(i) The purchase price of the stock subject to option shall not be less than the
fair market value of the stock on the date the option is granted.

(ii) Each Incentive Stock Option may be exercised in whole or in part from time
to time during such period as the option shall specify, provided that no option
shall not be exercisable prior to one (1) year nor after ten (10) years from the
date of the grant thereof;

(iii) The aggregate fair market value (determined as of the date the option is
granted) of the shares with respect to which Incentive Stock Options are
exercisable for the first time by any individual during any calendar year (under
all plans of the individual's employer corporation and its parent and subsidiary
corporation) cannot exceed $100,000.

(iii) The purchase price of the shares with respect to which an Incentive Stock
Option is exercised shall be payable in full in cash or, to the extent
authorized by the Board of Directors at the time such an option is granted under
the Plan (i) in shares of Common Stock of the Company or (ii) in a combination
of cash and such shares. The value of any share delivered in payment of the
purchase price shall be its fair market value on the date the option is
exercised. No fractional shares shall be issued.

(iv) An Incentive Stock Option or Stock Appreciation Right shall not be
assignable or transferable by the employee to whom granted otherwise than by
will or by the laws of descent and distribution, and shall be exercisable,
during the employee's lifetime, only by the employee.

(v) No person shall be granted any Incentive Stock Option if at the time of the
grant such person owns, directly or indirectly, more than 10% of the total
combined voting power of the Company unless the option price is at least 110% of
the fair market value of the Common Stock and the exercise period of such
Incentive Stock Option is by its terms limited to five (5) years.

                                    SECTION 6
                                OPTION AGREEMENTS

         Each option shall be evidenced by an option agreement which shall
contain such terms and conditions as may be approved by the Committee and shall
be signed by an officer of the Company and the optionee Each option agreement
shall specify the period within which the option may be exercised and the time
or times within such period that the option may be exercised and the number of
shares which may be purchased at such time or times. If any option agreement
provides for exercise in installments, it shall provide that, unless the option
has been canceled on termination of employment by reason of death or otherwise
prior to the next succeeding maturity

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date of an installment, the option shall be exercisable with respect to a
proportionate part of such installment based upon the number of days of
employment during the period of such installment in relation to the number of
days in such period.

                                    SECTION 7
                                  OPTION PRICE

         The price at which shares may be purchased upon exercise of a
particular option shall be not less than 100% of the fair market value of such
shares at the time such option is granted, as determined by the Committee. For
this purpose such fair market value shall be the mean between the bid and asked
prices on the "over-the-counter" market of said stock on the date the option is
granted, or, if no such bid and asked prices are made on that day, then on the
next preceding day on which there were such bid and asked prices.

                                    SECTION 8
                               EXERCISE OF OPTIONS

         (a) Subject to the provisions of the Plan with respect to death,
retirement and termination of employment or director status, the period during
which each option may be exercised shall be fixed by the Committee at the time
such option is granted, but such period in no event shall expire later than ten
(10) years from the date the option is granted.

         (b) Except as provided in Section 16 of the Plan, each option granted
under the Plan may be exercised only after one (1) year of continued employment
by the Company or its subsidiaries immediately following the date the option is
granted and, except in case of death, retirement or termination of employment or
director status as hereinafter provided, only during the continuance of the
optionee's employment with the Company or one of its subsidiaries. Subject to
the foregoing limitations and the terms and conditions of the option agreement
and unless canceled prior to exercise, each option shall be exercisable in whole
or in part or in installments at such time or times as the Committee may
prescribe and specify in the applicable option agreement, but no option may at
any time be exercised in part with respect to fewer than fifty (50) shares.

         (c) Options shall be exercised by written notice to the Company and
payment of the option price. No shares shall be delivered pursuant to the
exercise of any option, in whole or in part, until qualified for delivery under
such laws and regulations as may be deemed by the Committee to be applicable
thereto and until payment in full of the

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option price therefor is received by the Company. In addition to any other
method of payment which may be acceptable to the Committee, and notwithstanding
any requirement for payment in cash contained in outstanding option agreements,
payment may be effected either in whole or in part by the surrender to the
Company of outstanding shares of its Common Stock in lieu of cash; and any
shares so surrendered shall be valued at the fair market value thereof as
determined under Section 7 hereof on the last trading day prior to the date on
which such shares are surrendered.

         (d) Shares shall be issued in the name of the optionee. No optionee, or
the legal representative, legatee, or distributee of an optionee, shall be
deemed to be a holder of any shares subject to such option unless and until the
certificate or certificates therefor have been issued.

         (e) Each Stock Option may provide that the optionee shall represent at
the time of each exercise of option or stock appreciation right that the shares
purchased are being acquired for investment and not with a view to distribution
thereof.

                                    SECTION 9
                           TRANSFERABILITY OF OPTIONS

         An option granted under the Plan may not be transferred except by will
or the laws of descent and distribution.

                                   SECTION 10
                DEATH, RETIREMENT, AND TERMINATION OF EMPLOYMENT
                               OR DIRECTOR STATUS

         Subject to the condition that no option may be exercised in whole or in
part after the expiration of the option period specified in the applicable
option agreement and subject to the Committee's right to cancel any option:

         (a) Upon termination of his employment or director status for any
reason other than death, an optionee, may within three (3) months after the date
of such termination, purchase any or all of the shares with respect to which
such optionee was entitled to exercise such option immediately prior to such
termination.

         (b) Upon the death of any optionee while in active service or within
the three-month period referred to in (a) above, the person or persons to whom
such optionee's rights under the option are transferred by will or the laws of
descent and distribution may, within one (1) year after the date of such
optionee's death, purchase any or all of

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the shares with respect to which such optionee was entitled to exercise such
option immediately prior to his death. Notwithstanding the foregoing, if at the
date of any optionee while in active service such optionee was entitled to
exercise his option in part only, the Committee may, in its sole discretion,
permit such person or persons to purchase all or any part of the balance of the
shares subject to such option.

                                   SECTION 11
                                CHANGE IN CONTROL

         Notwithstanding anything to the contrary in the Plan, upon a Change in
Control (as hereinafter defined), all unexercised options awarded under the Plan
shall immediately vest, and the Board shall not amend, suspend or discontinue
any option under the Plan without the express written consent of the affected
optionee. As used in this Plan, "Change of Control" shall mean a change of
control of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934 as in effect on the date of this Agreement or,
if Item 6(e) is no longer in effect, any regulations issued by the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934 which
serves similar purposes; provided that, without limitation, such a Change of
Control shall be deemed to have occurred if and when:

         (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934) is or becomes a beneficial owner,
directly or indirectly, of securities of the Company representing 25% or more of
the combined voting power of the Company's then outstanding securities; or

         (b) individuals who on March 24, 1997 constituted the Board (together
with any new directors whose election by such Board, or whose nomination for
election by the shareholders of the Company, was approved by a vote of a
majority of the directors of the Company then still in office who were either
directors on March 24, 1997 or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board then in office; or

         (c) the stockholders of the Company approve any transaction or series
of transactions under which the Company is merged or consolidated with any other
company, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 75% of the combined voting power
of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or

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         (d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

         Notwithstanding anything to the contrary in the Plan, with respect to
any director who is not re-elected to the Board of Directors as the result of an
actual or threatened proxy contest, all unexercised options held by such
director shall immediately vest, and the Board shall not amend, suspend or
discontinue the Plan in any way that affects such director without the express
written consent of such director.

                                   SECTION 12
                    AMENDMENTS, SUSPENSION OR DISCONTINUANCE

         The Board of Directors may amend, suspend, or discontinue the Plan, but
may not without the prior approval of the stockholders, make any amendment which
operates (a) to abolish the Committee, change the qualification of its members,
or withdraw the administration of the Plan from its supervision, (b) to make any
material change in the class of eligible participants as defined in the Plan,
(c) to increase the total number of shares which may be purchased on exercise of
options granted under the Plan, (d) to increase the total number of shares which
may be purchased by any one participant, (e) to extend the maximum option
period, (f) to decrease the minimum option price, or (g) to permit adjustments
or reductions of the price at which shares may be purchased under any option
granted under the Plan, except in each case as permitted by the provisions of
paragraph (c) of Section 3 above, provided that the restriction imposed by this
clause (g) shall in no way limit the power to grant more than one option to any
individual.

                                   SECTION 13
                                   TERMINATION

         This Plan shall terminate ten (10) years from the date upon which it is
adopted by the Board of Directors of The Raymond Corporation.

                                   SECTION 14
                            STOCK APPRECIATION RIGHTS

         (a) Any Non-qualified Option or Incentive Stock Option granted under
the Plan may, at the time of such grant, include a Stock Appreciation Right in
the discretion of the Committee. Any such Stock Appreciation Right and the
exercise thereof shall be subject to the general provisions of the Plan relating
to the underlying option, to the provisions of this Section and to such
additional restrictions or conditions as the Committee may impose.

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         (b) The Committee may include, in conjunction with the grant of an
option, Stock Appreciation Rights covering up to one-half the number of optioned
shares specified in the grant. Subject to any restrictions or conditions imposed
by the Committee, such rights may be exercised by the optionee as to a number of
shares of Common Stock provided in the related option only upon surrender of the
exercisable portion of said option with respect to a like number of shares of
common stock.

         (c) For each Stock Appreciation Right granted to an optionee, the
optionee upon exercise thereof shall receive cash (subject to applicable
withholding taxes) in an amount equal to the amount, if any, by which the fair
market value at the exercise date of one share of common stock exceeds the
option price per share stated in the related underlying option, multiplied by
the number of shares covered by the appreciation rights exercised by the
optionee. The fair market value of the shares shall be determined as provided in
Section 7 of the Plan.

         (d) The exercise of Stock Appreciation Rights hereunder shall result in
a reduction in an equivalent number of optioned shares available for purchase,
and to such extent the right to purchase such shares shall be deemed surrendered
under the related option.

                                   SECTION 15
                                   WITHHOLDING

         (a) There will be deducted from each distribution of stock and/or cash
made under the Plan the amount of tax required by any governmental authority to
be withheld.

         (b) The option agreement evidencing any Incentive Stock Option granted
under this Plan shall provide that if the optionee makes a disposition within
the meaning of Section 425(c) of the Internal Revenue Code and the regulations
promulgated thereunder of any share or shares of stock issued to the optionee
pursuant to the exercise of the Incentive Stock Option within the two year
period commencing on the day after the date of grant of such option or within
the one year period commencing on the day after the date of transfer of the
share or shares to the optionee pursuant to the exercise of such option, the
optionee shall within ten (10) days of such disposition notify the Company
thereof and immediately deliver to the Company the amount of Federal income tax
withholding required by law.

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                                   SECTION 16
                             DIRECTOR STOCK OPTIONS

         (a) Each director of the Company who is not otherwise an employee of
the Company or any subsidiary shall, on the fourth Wednesday of May following
the director's election at the annual meeting of shareholders commencing with
May 1995 and on the fourth Wednesday of each May thereafter during such
directors term automatically be granted Non-qualified Options to purchase the
Company's common stock. The number of shares subject to each such option shall
be equal to (i) the average of all compensation paid to non-employee directors,
divided by (ii) the fair market value per share of the Company's Common Stock on
the date of grant. The average of non-employee directors' compensation shall be
determined by dividing the number of non-employee directors eligible for
director stock options into the aggregate compensation paid to all non-employee
directors during the Company's preceding fiscal year for services rendered to
the Company as directors (including any deferred compensation). A director's
stock option granted hereunder shall be exercisable on the date of grant.

         (b) Automatic director stock option grants shall only be made if, as of
each date of grant, the director (i) is not otherwise an employee of the Company
or any subsidiary, (ii) has not been an employee of the Company or any
subsidiary for any part of the preceding fiscal year, and (iii) has served on
the Board of Directors continuously since the commencement of the director's
term.

         (c) Except as expressly provided in this Section 16, director stock
options shall be subject to the terms and conditions of Section 5 for
Non-qualified Options and in accordance with the Plan.

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