INDEMNIFICATION AGREEMENT

 

                                                                 EXHIBIT 10.9

                            INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made and entered into effective as of _____________, 1996
between RDO Equipment Co., a Delaware corporation (the "Company"), and
______________________________ (the "Indemnitee").  

                                    RECITALS

     A.   The Company is concerned with the retention of qualified, competent
persons to serve as directors and officers of the Company.

     B.   Highly competent persons are becoming increasingly reluctant to serve
publicly-held corporations as directors and officers or in other capacities
unless they are provided with adequate protection through insurance or adequate
indemnification against risks of claims and actions against them arising out of
their service to and activities on behalf of the Company.

     C.   As an inducement for the Indemnitee to serve or continue to serve as a
director or officer of the Company, the Indemnitee requires substantial
protection against personal liability for the Indemnitee's actions in serving as
a director or officer of the Company.  

     D.   The Company's Certificate of Incorporation and Bylaws currently
provide for mandatory indemnification of officers and directors of the Company
to the fullest extent permitted under Delaware law.

     E.   In order to provide the Indemnitee with specific contractual assurance
that the protection provided by the Company's Certificate of Incorporation and
Bylaws will be available to the Indemnitee (regardless of, among other things,
any amendment to or revocation of such Certificate of Incorporation and Bylaws
or any change in the composition of the Company's Board of Directors or
acquisition transaction relating to the Company), the Company wishes to provide
for the indemnification of, and the advancing of expenses to, the Indemnitee to
the fullest extent (whether partial or complete) permitted by law and as set
forth in this Agreement.

     F.   In addition, to the extent insurance is maintained, the Company wishes
to provide for the continued coverage of the Indemnitee under the Company's
directors' and officers' liability insurance policies.

                                    AGREEMENT

     NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Company and the Indemnitee do hereby agree as follows:

     1.   DEFINITIONS.  For the purposes of this Agreement, capitalized terms
have the following meaning:

          (a)  "BOARD" means the Board of Directors of the Company.   

          (b)  "CHANGE IN CONTROL" means the following:

               (1)  the sale, lease, exchange or other transfer, directly or
          indirectly, of substantially all of the assets of the Company (in one
          transaction or in a series of related transactions) to a person or
          entity that is not controlled by the Company; 

               (2)  the approval by the shareholders of the Company of any plan
          or proposal for the liquidation or dissolution of the Company;

               (3)  a merger or consolidation to which the Company is a party if
          the shareholders of the Company immediately prior to effective date of
          such merger or consolidation have "beneficial ownership" (as defined
          in Rule 13d-3 under the Exchange Act), immediately following the
          effective date of such merger or consolidation, of securities of the
          surviving corporation representing (A) more than 50%, but less than
          80%, of the combined voting power of the surviving corporation's then
          outstanding securities ordinarily having the right to vote at
          elections of directors, unless such merger or consolidation has been
          approved in advance by the Continuity Directors, or (B) 50% or less of
          the combined voting power of the surviving corporation's then
          outstanding securities ordinarily having the right to vote at
          elections of directors (regardless of any approval by the Continuity
          Directors);

               (4)  any person becomes, after the Effective Date, the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of (A) 20% or more, but not 50% or more, of
          the combined voting power of the Company's outstanding securities
          ordinarily having the right to vote at elections of directors, unless
          the transaction resulting in such ownership has been approved in
          advance by the Continuity Directors, or (B) 50% or more of the
          combined voting power of the Company's outstanding securities
          ordinarily having the right to vote at elections of directors
          (regardless of any approval by the Continuity Directors); or

               (5)  the Continuity Directors cease for any reason to constitute
          at least a majority of the Board.

     Notwithstanding anything in this Section 1(c) to the contrary, none of the
     following events, in and of itself, will be deemed to constitute a Change
     in Control for purposes of this Section 1(c):  (i) the transfer by Ronald
     D. Offutt ("Offutt") of shares of Class A common stock or Class B common
     stock of the Company to a trust for distribution to Offutt's beneficiaries
     (or the designation by Offutt of beneficiaries to receive distributions)
     upon the death of Offutt, provided that, until his death, Offutt retains
     voting control with respect to such shares; (ii) the distribution to such
     beneficiaries upon Offutt's death of such shares in accordance with such
     trust or other estate plan; or (iii) the conversion of shares of Class B
     common stock into shares of Class A common stock, provided that this
     exception from the definition of Change in Control for conversions relates
     only to the conversion itself and not to any transfers that may occur in
     conjunction with such conversions.

          (c)  "CORPORATE STATUS" describes the status of a person who is or was
     a director, officer, employee, agent or fiduciary of the Company or is or
     was serving at the request of the Company as a director, officer, employee
     or agent of any Other Enterprise.

          (d)  "DISINTERESTED DIRECTOR"  means a director of the Company who is
     not and was not a party to the Proceeding in respect of which
     indemnification is sought by the Indemnitee. 

          (e)  "EFFECTIVE DATE" means the date first set forth above.

          (f)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
     amended.

               (g)  "EXPENSES" include all reasonable attorneys' fees,
     retainers, court costs, transcript costs, expert fees, witness fees, travel
     expenses, duplicating and printing costs and all other disbursements or
     expenses of the type customarily incurred in connection with prosecuting,
     defending, preparing to prosecute or defend, investigating, or being or
     preparing to be a witness in any Proceeding. 

          (h)  "GOOD FAITH" means the Indemnitee having acted in good faith and
     in a manner that the Indemnitee reasonably believed to be in or not opposed
     to the best interests of the Company, and, with respect to any criminal
     Proceeding, having had no reasonable cause to believe that the Indemnitee's
     conduct was unlawful.

          (i)  "CONTINUITY DIRECTOR" means any individual who is a member of the
     Board on the Effective Date and any individual who subsequently becomes a
     member of the Board whose election, or nomination for election by the
     Company's stockholders, was approved by a vote of at least a majority of
     the Continuity Directors (either by specific vote or by approval of the
     Company's proxy statement in which such individual is named as a nominee
     for director without objection to such nomination)

          (j)  "INDEPENDENT COUNSEL" means a law firm, or a member of a law
     firm, that is experienced in matters of corporation law and neither
     presently is, nor in the past five years has been, retained to represent:
     (i) the Company or the Indemnitee in any matter material to either such
     party, or (ii) any other party to the Proceeding giving rise to a claim for
     indemnification hereunder.  Notwithstanding the foregoing, the term
     "Independent Counsel" does not include any person who, under the applicable
     standards of professional conduct then prevailing, would have a conflict of
     interest in representing either the Company or the Indemnitee in an action
     to determine the Indemnitee's rights under this Agreement.

          (k)  "OTHER ENTERPRISE" means the Company and any other corporation,
     partnership, joint venture, trust, employee benefit plan or other
     enterprise of which the Indemnitee is or was serving at the request of the
     Company as a director, officer, employee, agent or fiduciary.

          (l)  "PROCEEDING" includes any action, suit, arbitration, alternative
     dispute resolution mechanism, investigation, administrative hearing or any
     other actual, threatened or completed proceeding whether civil, criminal,
     administrative or investigative, other than one initiated by the
     Indemnitee.  For purposes of the foregoing sentence, a "Proceeding" will
     not be deemed to have been initiated by the Indemnitee where the Indemnitee
     seeks pursuant to Section 8 of this Agreement to enforce the Indemnitee's
     rights under this Agreement.

     2.   TERM OF AGREEMENT.  This Agreement will continue until and terminate
upon the later of (i) 10 years after the date that the Indemnitee has ceased to
serve as a director, officer, employee, agent or fiduciary of the Company or any
Other Enterprise, or (ii) the final termination (as to which all rights of
appeal have been exhausted or lapsed) of all pending Proceedings in respect of
which the Indemnitee is granted rights of indemnification or advancement of
Expenses hereunder and of any proceeding commenced by the Indemnitee pursuant to
Section 8 of this Agreement.

     3.   AGREEMENT TO SERVE; NOTICE OF PROCEEDINGS.  The Indemnitee agrees to
serve as a director or officer of the Company for so long as the Indemnitee is
duly appointed or elected and qualified or until such time as the Indemnitee
resigns from such position; provided, however, that nothing contained in this
Agreement is intended to create on the part of the Indemnitee any right to
continued employment or service with the Company or any Other Enterprise.  The
Indemnitee agrees promptly to notify the Company in writing upon being served
with any summons, citation, subpoena, complaint, indictment, information or
other document relating to any Proceeding or matter that may be subject to
indemnification or advancement of Expenses under this Agreement; provided,
however, that failure of the Indemnitee to give such notice promptly will not
relieve the Company from any liability that it may have to the Indemnitee
otherwise than under this Agreement and will relieve the Company from liability 
under this Agreement only to the extent that the Company has been prejudiced.

     4.   INDEMNIFICATION.

          (a)  IN GENERAL.  In connection with any Proceeding, the Company
     agrees to indemnify, and advance Expenses, to the Indemnitee as provided in
     this Agreement and to the fullest extent permitted by applicable law in
     effect on the date hereof and to such greater extent as applicable law may
     thereafter from time to time permit.

          (b)  PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE
     COMPANY.  If, by reason of the Indemnitee's Corporate Status, the
     Indemnitee is, or is threatened to be made, a party to any Proceeding,
     other than a Proceeding by or in the right of the Company, the Company will
     indemnify the Indemnitee against Expenses, judgments, penalties, fines and
     amounts paid in settlement actually and reasonably incurred by the
     Indemnitee or on the Indemnitee's behalf in connection with such Proceeding
     or any claim, issue or matter therein, if the Indemnitee acted in Good
     Faith.  

          (c)  PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.  If, by reason of
     the Indemnitee's Corporate Status, the Indemnitee is, or is threatened to
     be made, a party to any Proceeding brought by or in the right of the
     Company to procure a judgment in its favor, the Company will indemnify the
     Indemnitee against Expenses, judgments, penalties, and amounts paid in
     settlement, actually and reasonably incurred by the Indemnitee or on the
     Indemnitee's behalf in connection with such Proceeding or any claim, issue
     or matter therein, if the Indemnitee acted in Good Faith.  Notwithstanding
     the foregoing, no such indemnification will be made if applicable law
     prohibits such indemnification; provided, however, that, if applicable law
     so permits, indemnification will nevertheless be made by the Company in
     such event if and only to the extent that the Court of Chancery of the
     State of Delaware (or the court in which such Proceeding has been brought
     or is pending) determines.

          (d)  INDEMNIFICATION OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.
     Notwithstanding any other provision of this Agreement, to the extent that
     the Indemnitee is, by reason of the Indemnitee's Corporate Status, a party
     to and is successful, on the merits or otherwise, in any Proceeding, the
     Indemnitee will be indemnified to the maximum extent permitted by
     applicable law against all Expenses, judgments, penalties, fines, and
     amounts paid in settlement, actually and reasonably incurred by the
     Indemnitee or on the Indemnitee's behalf in connection with such Proceeding
     or any claim, issue or matter therein.  If the Indemnitee is not wholly
     successful in such Proceeding but is successful, on the merits or
     otherwise, as to one or more but less than all claims, issues or matters in
     such Proceeding, the Company will indemnify the Indemnitee to the maximum
     extent permitted by applicable law against all Expenses, judgments,
     penalties, fines, 

     and amounts paid in settlement, actually and reasonably incurred by the
     Indemnitee or on the Indemnitee's behalf in connection with each
     successfully resolved claim, issue or matter.  For purposes of this Section
     4(d), and without limitation, the termination of any claim, issue or matter
     in such a Proceeding by dismissal, with or without prejudice, will be
     deemed to be a successful result as to such claim, issue or matter.

          (e)  INDEMNIFICATION FOR EXPENSES OF A WITNESS.  Notwithstanding any
     other provision of this Agreement, to the extent that the Indemnitee is, by
     reason of the Indemnitee's Corporate Status, a witness in any Proceeding,
     the Indemnitee will be indemnified against all Expenses actually and
     reasonably incurred by the Indemnitee or on the Indemnitee's behalf in
     connection with such Proceeding or any claim, issue or matter therein.

     5.   ADVANCEMENT OF EXPENSES.  Notwithstanding any provision to the
contrary in Section 6 of this Agreement, the Company will advance all reasonable
Expenses that, by reason of the Indemnitee's Corporate Status, were incurred by
or on behalf of the Indemnitee in connection with any Proceeding, within 20 days
after the receipt by the Company of a statement or statements from the
Indemnitee requesting such advance or advances, whether prior to or after final
disposition of such Proceeding.  Such statement or statements must reasonably
evidence the Expenses incurred by the Indemnitee and must include or be preceded
or accompanied by an undertaking by or on behalf of the Indemnitee to repay any 
Expenses if it is ultimately determined (as to which all rights of appeal have
been exhausted or lapsed) that the Indemnitee is not entitled to be indemnified
against such Expenses.  Any advance and undertakings to repay pursuant to this
Section 5 will be unsecured and interest free.

      6.  PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

          (a)  INITIAL REQUEST.  To obtain indemnification under this Agreement,
     the Indemnitee must submit to the Company a written request, including
     therein or therewith such documentation and information as is reasonably
     available to the Indemnitee and is reasonably necessary to determine
     whether and to what extent the Indemnitee is entitled to indemnification
     under this Agreement.  The Secretary of the Company will promptly advise
     the Board in writing that the Indemnitee has requested indemnification.

          (b)  METHOD OF DETERMINATION.  A determination (if required by
     applicable law) with respect to the Indemnitee's entitlement to
     indemnification will be made as follows:

               (1)  If a Change in Control has occurred, unless the Indemnitee
          requests in writing that such determination be made in accordance with
          clause (2) of this Section 6(b), the determination will be made by
          Independent Counsel in a written opinion to the Board, a copy of which
          will be delivered to the Indemnitee.

               (2)  If a Change of Control has not occurred, and subject to
          Section 6(e) of this Agreement, the determination will be made by the
          Board by a majority vote of a quorum consisting of Disinterested
          Directors.  In the event that a quorum of the Board consisting of
          Disinterested Directors is not obtainable or, even if obtainable, such
          quorum of Disinterested Directors so directs, the determination will
          be made by Independent Counsel in a written opinion to the Board, a
          copy of which will be delivered to the Indemnitee.

         (c)   SELECTION, PAYMENT AND DISCHARGE OF INDEPENDENT COUNSEL.  In the
     event that the determination of entitlement to indemnification is to be
     made by Independent Counsel pursuant to Section 6(b) of this Agreement, the
     Independent Counsel will be selected, paid and discharged in the following
     manner:

               (1)  If a Change of Control has not occurred, the Independent
          Counsel will be selected by the Board, and the Company will give
          written notice to the Indemnitee advising the Indemnitee of the
          identity of the Independent Counsel so selected.

               (2)  If a Change of Control has occurred, the Independent Counsel
          will be selected by the Indemnitee (unless the Indemnitee requests
          that such selection be made by the Board, in which event clause (1) of
          this Section 6(c) applies), and the Indemnitee must give written
          notice to the Company advising it of the identity of the Independent
          Counsel so selected.

               (3)  Following the initial selection described in clauses (1) and
          (2) of this Section 6(c), the Indemnitee or the Company, as the case
          may be, may, within seven days after such written notice of selection
          has been given, deliver to the other party a written objection to such
          selection.  Such objection may be asserted only on the ground that the
          Independent Counsel so selected does not meet the requirements of
          "Independent Counsel" as defined in Section 1(j) of this Agreement,
          and the objection must set forth with particularity the factual basis
          of such assertion.  Absent a proper and timely objection, the person
          so selected will act as Independent Counsel.  If such written
          objection is made, the Independent Counsel so selected may not serve
          as Independent Counsel unless and until a court has determined that
          such objection is without merit.

               (4)  Either the Company or the Indemnitee may petition the Court
          of Chancery of the State of Delaware if the parties have been unable
          to agree on the selection of Independent Counsel within 20 days after
          submission by the Indemnitee of a written request for indemnification
          pursuant to Section 6(a) of this Agreement.  Such petition will
          request a determination whether an objection to the party's selection
          is without merit and/or seek the appointment as Independent Counsel of
          a person selected by the Court or by such other person as the Court
          may designate.  A person so appointed will act as Independent Counsel
          under Section 6(b) of this Agreement.

               (5)  The Company will pay any and all reasonable fees and
          expenses of Independent Counsel incurred by such Independent Counsel
          in connection with acting pursuant to this Agreement, and the Company
          will pay all reasonable fees and expenses incident to the procedures
          of this Section 6(c), regardless of the manner in which such
          Independent Counsel was selected or appointed.

               (6)  Upon the due commencement of any judicial proceeding or
          arbitration pursuant to Section 8(a)(3) of this Agreement, Independent
          Counsel will be discharged and relieved of any further responsibility
          in such capacity (subject to the applicable standards of professional
          conduct then prevailing).

          (d)  COOPERATION.  The Indemnitee agrees to cooperate with the person,
     persons or entity making the determination with respect to the Indemnitee's
     entitlement to indemnification under this Agreement, including providing to
     such person, persons or entity upon reasonable 

     advance request any documentation or information that is not privileged or
     otherwise protected from disclosure and that is reasonably available to the
     Indemnitee and reasonably necessary to such determination.  Any costs or
     expenses (including attorneys' fees and disbursements) incurred by the
     Indemnitee in so cooperating with the person, persons or entity making such
     determination will be borne by the Company (irrespective of the
     determination as to the Indemnitee's entitlement to indemnification), and
     the Company hereby indemnifies and agrees to hold the Indemnitee harmless
     therefrom.

               (e)  PAYMENT.  If it is determined that the Indemnitee is
     entitled to indemnification, payment to the Indemnitee must be made within
     10 days after such determination.

     7.   PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

          (a)  BURDEN OF PROOF.  In making a determination with respect to
     entitlement to indemnification hereunder, the person or persons or entity
     making such determination will presume that the Indemnitee is entitled to
     indemnification under this Agreement if the Indemnitee has submitted a
     request for indemnification in accordance with Section 6(a) of this
     Agreement, and the Company will have the burden of proof to overcome that
     presumption in connection with the making by any person, persons or entity
     of any determination contrary to that presumption.

          (b)  EFFECT OF OTHER PROCEEDINGS.  The termination of any Proceeding
     or of any claim, issue or matter therein, by judgment, order, settlement or
     conviction, or upon a please of NOLO CONTENDERE or its equivalent, will not
     (except as otherwise expressly provided in this Agreement) of itself
     adversely affect the right of the Indemnitee to indemnification or create a
     presumption that the Indemnitee did not act in Good Faith.

          (c)  RELIANCE AS SAFE HARBOR.  For purposes of any determination of
     Good Faith, the Indemnitee will be deemed to have acted in Good Faith if
     the Indemnitee's action is based on the records or books of account of the
     Company or any Other Enterprise, including financial statements, or on
     information supplied to the Indemnitee by the officers of the Company or
     any Other Enterprise in the course of their duties, or on the advice of
     legal counsel for the Company or any Other Enterprise or on information or
     records given or reports made to the Company or any Other Enterprise by an
     independent certified public accountant or by an appraiser or other expert
     selected with reasonable care by the Company or any Other Enterprise.  The
     provisions of this Section 7(c) will not be deemed to be exclusive or to
     limit in any way the other circumstances in which the Indemnitee may be
     deemed to have met the applicable standard of conduct set forth in this
     Agreement.

          (d)  ACTIONS OF OTHERS.  The knowledge and/or actions, or failure to
     act, of any director, officer, agent or employee of the Company or any
     Other Enterprise will not be imputed to the Indemnitee for purposes of
     determining the right of indemnification under this Agreement.

     8.   RIGHTS OF THE INDEMNITEE.

          (a)  APPLICATION TO DISPUTES.  This Section 8 applies in the event of
     a Dispute.  For purposes of this Section, a "Dispute" means any of the
     following events:  (i) a determination is made pursuant to Section 6 of
     this Agreement that the Indemnitee is not entitled to indemnification under
     this Agreement; (ii) advancement of Expenses is not timely made pursuant 

     to Section 5 of this Agreement; (iii) the determination of entitlement to
     indemnification to be made pursuant to Section 6(b) of this Agreement has
     not been made within 90 days after receipt by the Company of the request
     for indemnification; or (iv) payment of indemnification is not made within
     10 days after a determination has been made that the Indemnitee is entitled
     to indemnification or such determination is deemed to have been made
     pursuant to Section 6 of this Agreement.

          (b)  ADJUDICATION.  In the event of a Dispute, the Indemnitee is
     entitled to an adjudication in any court of competent jurisdiction of the
     Indemnitee's entitlement to such indemnification or advancement of
     Expenses.  Alternatively, the Indemnitee, at the Indemnitee's option, may
     seek an award in arbitration to be conducted by a single arbitrator
     pursuant to the rules of the American Arbitration Association.  The
     Indemnitee must commence such proceeding seeking an adjudication or an
     award in arbitration within 180 days following the date on which the
     Indemnitee first has the right to commence such proceeding pursuant to this
     Section 8(b).  The Company will not oppose the Indemnitee's right to seek
     any such adjudication or award in arbitration.

          (c)  DE NOVO REVIEW.  In the event that a determination has been made
     pursuant to Section 6 of this Agreement that the Indemnitee is not entitled
     to indemnification, any judicial proceeding or arbitration commenced
     pursuant to this Section 8 will be conducted in all respects as a de novo
     trial, or arbitration, on the merits, and the Indemnitee will not be
     prejudiced by reason of that adverse determination.  In any such proceeding
     or arbitration, the Company has the burden of proving that the Indemnitee
     is not entitled to indemnification or advancement of Expenses, 
     as the case may be.

          (d)  COMPANY BOUND.  If a determination has been made or is deemed to
     have been made pursuant to Section 6 of this Agreement that the Indemnitee
     is entitled to indemnification, the Company will be bound by such
     determination in any judicial proceeding or arbitration absent (i) a
     misstatement by the Indemnitee of a material fact, or an omission of a
     material fact necessary to make the Indemnitee's statement not materially
     misleading, in connection with the request for indemnification, or (ii) a
     prohibition of such indemnification under applicable law.

          (e)  PROCEDURES VALID.  The Company is precluded from asserting in any
     judicial proceeding or arbitration commenced pursuant to this Section 8
     that the procedures and presumptions of this Agreement are not valid,
     binding and enforceable and must stipulate in any such court or before any
     such arbitrator that the Company is bound by all the provisions of this
     Agreement.

           (f) EXPENSES OF ADJUDICATION.  In the event that the Indemnitee,
     pursuant to this Section 8, seeks a judicial adjudication or an award in
     arbitration to enforce the Indemnitee's rights under, or to recover damages
     for breach of, this Agreement, the Indemnitee will be entitled to recover
     from the Company, and will be indemnified by the Company against, any and
     all expenses (of the types described in the definition of Expenses in
     Section 1(g) of this Agreement) actually and reasonably incurred by the
     Indemnitee in such adjudication or arbitration, but only if the Indemnitee
     prevails therein.  If it is determined in such adjudication or arbitration
     that the Indemnitee is entitled to receive part but not all of the
     indemnification or advancement of Expenses sought, the expenses incurred by
     the Indemnitee in connection with such adjudication or arbitration will be
     appropriately pro-rated.

     9.   NON-EXCLUSIVITY; INSURANCE; SUBROGATION; DUPLICATION OF PAYMENTS.

          (a)  NON-EXCLUSIVITY.  The rights of the Indemnitee are not exclusive
     of any rights to which the Indemnitee may be entitled under the Company's
     Certificate of Incorporation or Bylaws, any agreement, any vote of
     stockholders or Disinterested Directors, applicable law or otherwise both
     as to action in the Indemnitee's Corporate Status and as to action in any
     other capacity while holding such office.  No amendment, alteration,
     rescission or replacement of this Agreement or any provision hereof will be
     effective as to the Indemnitee with respect to any action taken or omitted
     by such the Indemnitee in the Indemnitee's Corporate Status prior to such
     amendment, alteration, rescission or replacement.

           (b) LIABILITY INSURANCE.  To the extent the Company maintains an
     insurance policy or policies for directors' and officers' liability, the
     Indemnitee will be covered by such policy or policies, in accordance with
     its or their terms, to the maximum extent of the coverage available for any
     Company director or officer.

           (c) SUBROGATION.  In the event of payment under this Agreement, the
     Company will be subrogated to the extent of such payment to all of the
     rights of recovery of the Indemnitee against any person or organization,
     and the Indemnitee will execute all papers and take all actions necessary
     to secure such rights, including the execution of such documents necessary
     to enable the Company effectively to bring suit to enforce such rights.

          (d)  NO DUPLICATION OF PAYMENTS.  The Company will not be liable under
     this Agreement to make any payment of amounts otherwise indemnifiable
     hereunder if and to the extent that the Indemnitee has otherwise actually
     received payment under any insurance policy, the Certificate of
     Incorporation or Bylaws or otherwise.  

     10.  MISCELLANEOUS.

          (a)  AMENDMENTS AND WAIVER.  No supplement, modification or amendment
     of this Agreement will be binding unless executed in writing by both of the
     parties hereto. No waiver of any of the provisions of this Agreement will
     be deemed or will constitute a waiver of any other provisions hereof
     (whether or not similar) nor will such waiver constitute a continuing
     waiver.

          (b)  SUCCESSORS AND ASSIGNS.  This Agreement will be binding upon and
     inure to the benefit of and be enforceable by the parties hereto and their
     respective successors and assigns (including any direct or indirect
     successor by purchase, merger, consolidation or otherwise to all or
     substantially all of the business and/or assets of the Company), spouses,
     heirs and personal and legal representatives.  The Company will require and
     cause any such successor, by written agreement in form and substance
     satisfactory to the Indemnitee, to assume and agree to perform this
     Agreement in the same manner and to the same extent that the Company would
     be required to perform if no such succession had taken place.  This
     Agreement will continue in effect regardless of whether Indemnitee
     continues to serve as a director or officer of the Company or of any Other
     Enterprise. 

          (c)  SEVERABILITY.  The provisions of this Agreement will be severable
     in the event that any of the provisions hereof (including any provision
     within a single section, paragraph or sentence) are held by a court of
     competent jurisdiction to be invalid, void or otherwise 

     unenforceable, and the remaining provisions will remain enforceable to the
     fullest extent permitted by law.

          (d)  NOTICE.  All notices, requests, demands and other communications
     under this Agreement must be in writing and will be deemed to have been
     duly given (i) if delivered by hand and receipted for by the party to whom
     such notice or other communication was directed, on the date of delivery,
     or (ii) if mailed by certified or registered mail or by express mail,
     postage prepaid and properly addressed, on the third business day after the
     date on which it is so mailed.  Unless subsequently modified as provided
     herein, notice to the Company will be directed to RDO Equipment Co., 2829
     South University Drive, Fargo, North Dakota 58109 (Attn: Chief Executive
     Officer), and notice to the Indemnitee will be directed to the address set
     forth with the Indemnitee's signature below.

          (e)  COUNTERPARTS.  This Agreement may be executed in one or more
     counterparts, each of which will for all purposes be deemed an original but
     all of which together will constitute one and the same Agreement.  Only one
     such counterpart signed by the party against whom enforceability is sought
     needs to be produced to evidence the existence of this Agreement.
     
          (f)  GOVERNING LAW.  This Agreement will be governed by and 
     construed and enforced in accordance with the law of the State of Delaware
     applicable to contracts made to be performed in such state without giving
     effect to the principles of conflicts of laws.

     The parties have executed this Agreement on the day and year first above
written. 

                              RDO EQUIPMENT CO.
                              
                              
                              
                              By:                                
                                 ---------------------------------
                              Its:                               
                                  --------------------------------
                              
                              
                              INDEMNITEE
                              
                              
                                                                 
                              (Signature)

                              ---------------------------------------
                              (Name)

                              ---------------------------------------
                              (Address)

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

 

Basic Info X:

Name: INDEMNIFICATION AGREEMENT
Type: Indemnification Agreement
Date: Oct. 2, 1996
Company: RDO EQUIPMENT CO
State: Delaware

Other info:

Organization:

  • Company 's Certificate of Incorporation
  • Company 's Board of Directors
  • Board of Directors of the Company
  • Change of Control
  • Court of Chancery of the State of Delaware
  • American Arbitration Association
  • RDO Equipment Co.
  • 2829 South University Drive

Location:

  • Delaware
  • Offutt
  • Indemnitee
  • Fargo
  • North Dakota

Person:

  • Ronald D. Offutt
  • Indemnitee

Percent:

  • 80 %
  • 20 %
  • 50 %