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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 19th day of January, 2006, to memorialize an
amendment of an award of performance stock of even date herewith.

     WHEREAS, the Company adopted an Stock Incentive Plan in 2004 (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 January 19, 2006, the Committee made an award of
performance stock to the Employee 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 has granted Employee a performance stock award effective
January 19, 2006.  Such performance stock award shall entitle the Employee to
receive ______ shares of the Company's common stock (the "Shares") if the
Company achieves Two Hundred Fifty Million Dollars ($250,000,000) in
consolidated annual sales revenue in the fiscal year beginning on July 1, 2007
and ending on June 30, 2008 (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. Voluntary Termination of Employment Prior to Retirement/Termination for
Cause.  If prior to attaining the Performance Objective the 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 the Employee is terminated for
cause, the performance stock awards granted to such Employee shall be
forfeited.  The Committee shall conclusively determine whether the 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 the
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, 2005, through the Employee's last day of
       employment, and the denominator or which is the number of days from
       July 1, 2005, through June 30, 2008.  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, 2008).

   (c) The Committee has the authority in its sole discretion to immediately
       vest the prorated portion of the performance stock awards granted
       hereunder if the Employee 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 the Employee shall be
       considered permanently disabled for purposes of this performance stock
       award.

     5. Change of Control.  Notwithstanding Sections 3 and 4 above, if an event