Cascade Corp. ▼

                          AGREEMENT AND PLAN OF MERGER


                                     AMONG


                           CASCADE ACQUISITION CORP.


                         CASCADE--II ACQUISITION CORP.


                             CAS ACQUISITION CORP.


                                      AND


                              CASCADE CORPORATION








                          DATED AS OF OCTOBER 18, 2000



--------------------------------------------------------------------------------



                               TABLE OF  . . .

        ASSET PURCHASE AGREEMENT

among

CASCADE CORPORATION,

CASCADE HYDRAULIC CYLINDERS, INC.,

CASCADE (UK) LIMITED,

PRECISION HYDRAULIC CYLINDERS, INC.

and

PRECISION HYDRAULIC CYLINDERS (UK) LIMITED

January 15, 2002

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

BETWEEN

PACIFIC SERVICES & MANUFACTURING, INC.
A WASHINGTON CORPORATION,
SELLER

WALTER PISCO, SHAREHOLDER

PSM LLC,
A WASHINGTON LIMITED LIABILITY COMPANY,
BUYER

AND

CASCADE CORPORATION

Dear Applicant:

        We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

        Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

        The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

                             LETTER OF UNDERSTANDING

                          CHS OREGON ACQUISITION CORP.
                        C/O CODE HENNESSY & SIMMONS IV LP
                        10 SOUTH WACKER DRIVE, SUITE 3100
                                CHICAGO, IL 60606


July 5, 2000

Robert C. Warren, Jr.
Cascade Corporation
P.O. Box 20187
Portland, Oregon 97294-0187

Dear Bob:

Thank you for the opportunity to continue to communicate with you and your
management team regarding Cascade Corporation (the "Company"). We are pleased to
present this letter of  . . .

                            LETTER OF UNDERSTANDING

                          CHS Oregon Acquisition Corp.
                       c/o Code Hennessy & Simmons IV LP
                       10 South Wacker Drive, Suite 3175
                               Chicago, IL 60606


July 5, 2000

Robert C. Warren, Jr.
Cascade Corporation
P.O. Box 20187
Portland, Oregon 97294-0187

Dear Bob:

Thank you for the opportunity to continue to communicate with you and your
management team regarding Cascade Corporation (the "Company"). We are pleased to
present this letter of  . . .

NON-QUALIFIED STOCK OPTION AGREEMENT

DATE:

PARTIES:

CASCADE CORPORATION

(Cascade)

an Oregon corporation

  . . .

STOCK APPRECIATION RIGHTS AGREEMENT

DATE:                                                                                            . . .

?5,173,127

FINAL DRAFT

TERM LOAN AGREEMENT
(UK Facility)

dated as of 15 January 2002

for

CASCADE (UK) LIMITED

and

PRECISION HYDRAULIC CYLINDERS (UK) LIMITED

EVERSHEDS

Central Square South
Orchard Street
Newcastle Upon Tyne
NE1 3XX

CONTENTS

                                VOTING AGREEMENT

         THIS VOTING AGREEMENT is entered into as of October 18, 2000, by and
between CASCADE CORPORATION, an Oregon corporation ("Cascade"), and William J.
Harrison ("Shareholder").

                                    RECITALS

         A. Cascade Acquisition Corp., a Delaware corporation ("CAC-I"), Cascade
- II Acquisition Corp., a Delaware corporation ("CAC-II," and together with
CAC-I, the "Parent"), CAS Acquisition Corp., an Oregon corporation and an
indirect wholly-owned  . . .

                                VOTING AGREEMENT

         THIS VOTING AGREEMENT is entered into as of October 18, 2000, by and
between CASCADE CORPORATION, an Oregon corporation ("Cascade"), and W. J.
Harrison Holdings Ltd. ("Shareholder").

                                    RECITALS

         A. Cascade Acquisition Corp., a Delaware corporation ("CAC-I"), Cascade
- II Acquisition Corp., a Delaware corporation ("CAC-II," and together with
CAC-I, the "Parent"), CAS Acquisition Corp., an Oregon corporation and an
indirect wholly- . . .