Eligibility of Committee Members. No person while a member of the Committee shall be eligible to participate under the Plan or receive an Award.

Members and Unitholders. To the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Act, and notwithstanding any duty otherwise existing at law or in equity, no Member or Unitholder, solely in its capacity as such, shall owe any fiduciary duty to the Company, the Board, any Member, any Unitholder or any other Person bound by this Agreement, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Nothing in this [Section 5.4(a)] shall limit the liabilities, duties or obligations of any Member or Unitholder acting in his or her capacity as an officer or Board pursuant to any other provision of this Agreement.

A statement for each Member shall be prepared and distributed to the Member annually or more frequently, as determined by the Company. Such statement shall reflect the status (including the fair market value) of the Member’s Accounts and shall contain such other information as the Company may determine.

In the event that any person or group of persons makes a tender offer subject to section 14(d) of the Securities Exchange Act of 1934 to acquire all or part of the outstanding shares of PACCAR Stock, including the PACCAR Stock held in the Trust Fund (“Acquisition Offer”), each Member shall be entitled to direct the Trustee confidentially to tender all or part of those shares of PACCAR Stock that would then be subject to such Member’s voting instructions under Section 6.3. If the Trustee receives an instruction by the date communicated by the Company to Members, the Trustee shall tender such shares in accordance with such instruction. Any PACCAR Stock as to which the Trustee does not receive timely instructions shall not be tendered by the Trustee. The Company shall

Execution by IIM Members. IIM represents and warrants that each and every member of IIM is executing this Agreement, all of whom are executing this Agreement in their capacity as members and approve of the content and terms of this Agreement.

Committee. The Compensation Committee of the Board of Directors (“Compensation Committee”) shall appoint a Management Pension Investment and Oversight Committee (the “Committee”), which shall serve at the pleasure of the Compensation Committee.

Committee. The Compensation Committee of the Board (or subcommittee thereof) or such other committee (or subcommittee thereof) as shall be appointed by the Board to administer the Plan pursuant to Section 3. The Committee shall consist solely of two (2) or more directors who are # “non-employee directors” (within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; # to the extent required by the rules of the New York Stock Exchange or any national stock exchange or automated quotation system on which the Common Stock is then listed or quoted, “independent” within the meaning of such rules; and # at such times as an Option granted under the Plan by the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options by a committee of “outside directors” is required to receive such relief) “outside directors” within the meaning of Section 162(m) of the Code.

Committee. “Committee” means the Compensation and Management Development Committee of the Board, or a sub-committee of that Committee.

Committee. The Human Capital Management Committee of the Board or any duly appointed sub-committee or successor committee performing similar duties.

Service as a Plan Administrator by the members of the Compensation Committee or the Secondary Board Committee shall constitute service as Board members, and the members of each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the Compensation Committee or the Secondary Board Committee shall be liable for any act or omission made in good faith with respect to the Plan or any Award thereunder.