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                               GROVE INVESTORS LLC

                             REALIZATION EVENT PLAN

                  SECTION 1. PURPOSE. The purposes of this Grove Investors LLC
Realization Event Plan (the "Plan") are to promote the interests of Grove
Investors LLC (the "Company") and its members by (i) attracting and retaining
exceptional officers and other key employees of the Company and its Affiliates,
specifically including the Company's indirect subsidiary, Grove Worldwide LLC
and members of the Management Committee of the Company and (ii) enabling such
individuals to participate in the long-term growth and financial success of the
Company.

                  SECTION 2. DEFINITIONS.  As used in the Plan, the following
terms shall have the meanings set forth below:

                  "Affiliate" shall mean (i) any entity that, directly or
indirectly, controls or is controlled by or under common control with the
Company and (ii) any entity in which the Company has a significant equity
interest, in either case as determined by the Committee.

                  "Board" shall mean the Management Committee of the Company, as
established pursuant to the LLC Agreement.

                  "Cause" shall mean (i) willful misconduct or willful
malfeasance by the Participant in connection with his or her employment, (ii)
the Participant's conviction of, or plea of guilty or NOLO CONTENDERE to, any
crime constituting a felony under the laws of the United States or any state
thereof or any crime involving moral turpitude or (iii) the Participant's
material breach of any of the provisions of any employment agreement in effect
between the Company or its Affiliates and the Participant, if any, which is not
cured by the Participant within 10 business days following written notice from
his employer of such breach.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                  "Committee" shall mean Compensation Committee of the Board or
any person or persons designated by the Board or the Compensation Committee to
administer the Plan.

                  "Company" shall mean Grove Investors LLC, a Delaware limited
liability company, together with any successor thereto.


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                  "Disability" shall mean a Participant's becoming physically or
mentally incapacitated so that he is therefore reasonably expected to be unable
with reasonable accommodation, for a period of six consecutive months or for an
aggregate of nine months in any 18 consecutive month period to perform the
essential functions of his job for the Company and its Affiliates.

                  "Dividend Equivalent Amount per Phantom Share" shall mean an
amount payable per Phantom Share subject to a Phantom Share Appreciation Right
which is equal to .0000005 of the dividends paid by the Company to holders of
Interests from the date of grant of the Right until settlement of the Right, as
determined by the Board in its sole discretion.

                  "EBITDA" shall mean the net profit of the Company and its
subsidiaries, after all expenses but before any (A) interest, (B) income taxes
or other taxes based on profits, (C) amortization of goodwill, (D) depreciation,
(E) cash expenses directly associated with the implementation of the operations
improvement program, including consulting fees under the Consulting Agreement
referred to in the LLC Agreement, and (F) to the extent determined by the
Committee, any nonrecurring or unbudgeted extraordinary items of income or loss.
The determination of EBITDA for purposes of the Plan shall be made by the
Committee in good faith, which determination shall be conclusive and binding on
the Company and the Participants, including any beneficiaries thereof.

                  "EBITDA Target" shall mean the target EBITDA for the Company
and its subsidiaries determined for a fiscal year based on management's proposal
and as approved by the Committee.

                  "Effective Date" shall mean October 5, 1998.

                  "Employment" and "termination of employment" and similar
references shall include employment with and termination of employment from the
Company and its Affiliates, including Grove.

                  "Fair Market Value" of Phantom Shares shall mean the deemed
fair market value of such Phantom Shares as determined in good faith by the
Committee applying the following procedures and utilizing the aggregate value as
of the closing date of the consideration received in the IPO Realization Event
(as defined below) or the transaction giving rise to the Change of Control
Realization Event (as defined below). The Committee shall first determine the
fair value, as of the date of the transaction, of any non-cash consideration
received in a transaction, whether received by the Company, its holding
companies or their shareholders, using any method the Committee deems
appropriate. In determining the Company's Market Value in connection with a
Change of Control Realization Event or IPO Realization Event that occurs as the
result of a transaction at an entity other than the Company (for example, the
sale of a holding company or an offering of its equity securities), the
Committee shall take into account the value of the cash or non-cash
consideration received in the


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transaction and the structural considerations the Committee deems appropriate to
calculate the Company's Market Value as if the transaction had occurred at the
Company.

                  "Grant Price" shall mean the amount determined pursuant to
Section 5(c) hereunder.

                  "Grove" shall mean Grove Worldwide LLC, a Delaware limited
liability company, together with any successor thereto.

                  "Interest" shall mean an Interest as defined in the LLC
Agreement.

                  "Participant" shall mean any officer or other key employee of
the Company or its Affiliates or any member of the Management Committee of the
Company eligible for a Phantom Share Appreciation Right under Section 4 and
selected by the Committee to receive a Phantom Share Appreciation Right under
the Plan.

                  "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity.

                  "Phantom Share" shall mean a phantom unit of interest in the
Company with each Phantom Share representing a deemed .0000005% interest in the
Company.

                  "Phantom Share Appreciation Right" or "Right" shall mean a
right granted hereunder to receive the value of the deemed appreciation of a
specified number of Phantom Shares from the date of grant of such Phantom Share
Appreciation Right until the exercise of such Phantom Share Appreciation Right
pursuant to the terms of the Plan; PROVIDED, THAT, the grant of a Phantom Share
Appreciation Right shall not entitle the Participant to any interest in the
Company; the Rights are solely a device to measure the benefits to be paid to
Participants in the Plan as provided for hereunder.

                  "Phantom Share Appreciation Right Award Agreement" shall mean
any written agreement, contract, or other instrument or document (which may
include provisions of an employment agreement to which the Company is a party)
evidencing any Phantom Share Appreciation Right granted hereunder, which may,
but need not, be executed or acknowledged by a Participant.

                  "Plan" shall mean this Grove Investors LLC Realization Event
Plan.

                  "Realization Event" shall mean (a) the closing of any
transaction whereby any Person other than FW Grove Coinvestors, L.P., Keystone,
Inc. (including funds sponsored by Keystone, Inc.), FW Strategic Partners, L.P.,
Michael L. George


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or the George Group, Inc. or any of their respective Affiliates shall have
become the beneficial owner of more than 50% of the Equity Securities (as
defined in the LLC Agreement) of the Company or a reorganization, merger,
consolidation, acquisition or other similar transaction, after which all or
substantially all of the assets of the Company are controlled by an entity other
than FW Grove Coinvestors, L.P., Keystone, Inc. (including investment funds
sponsored by Keystone, Inc.), Michael L. George, the George Group Inc. and/or FW
Strategic Partners, L.P. or their respective Affiliates (a "Change in Control
Realization Event") or (b) if the Company has been reconstituted as a
corporation, the consummation of any public offering after which more than 50%
of the Company's stock is publicly traded (an "IPO Realization Event") or (c)
any other time or event that the Committee in its sole discretion determines to
be a Realization Event.

                  "Settlement Amount" shall mean the amount determined pursuant
to the formula set forth in Section 5(b) hereof.

                  SECTION 3.        ADMINISTRATION.

                  (a) The Plan shall be administered by the Committee. Subject
to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the number of Phantom Shares to be covered by, or with respect to
which payments, rights or other matters are to be calculated in connection with,
the Phantom Share Appreciation Rights; (iii) determine the terms and conditions
of any Phantom Share Appreciation Right; (iv) determine whether, to what extent,
and under what circumstances Phantom Share Appreciation Rights may be settled,
or canceled, forfeited or suspended and the method or methods by which the
Phantom Share Appreciation Rights may be settled, exercised, canceled, forfeited
or suspended; (v) interpret, administer, reconcile any inconsistency, correct
any defect and/or supply any omission in the Plan and any instrument or
agreement relating to, or Phantom Share Appreciation Right made under, the Plan;
(vi) establish, amend, suspend or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of the
Plan; and (vii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.

                  (b) Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Phantom Share Appreciation Right shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any Affiliate,
any Participant, any holder or beneficiary of any Phantom Share Appreciation
Right and any member of the Company.

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                  (c) No member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Phantom
Share Appreciation Right hereunder.

                  SECTION 4.        ELIGIBILITY.  Any officer or other key
employee of the Company or any of its Affiliates (including any prospective
officer or key employee) or any member of the Management Committee of the
Company shall be eligible to be designated as a Participant in the Plan by the
Committee.

                  SECTION 5.        PHANTOM SHARE APPRECIATION RIGHTS.

                  (a) GRANT. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Participants
to whom Rights shall be granted, the number of Phantom Shares to be covered by
each Right, the Grant Price therefor and the conditions and limitations
applicable to the exercise of the Phantom Share Appreciation.

                  (b) CASH SETTLEMENT. Upon the occurrence of a Realization
Event, or, if the Committee so determines in its sole discretion, at any earlier
date, the Company shall pay the Participant a cash award equal to the excess of
(i) the aggregate Fair Market Value of the number of Phantom Shares underlying
the Phantom Share Appreciation Right on the date of the Realization Event OVER
(ii) the aggregate Grant Price of such Phantom Shares PLUS (iii) the aggregate
Dividend Equivalent Amount per Share relating to such Phantom Shares (the
"Settlement Amount").

                  (c) GRANT PRICE. The Grant Price of a Phantom Share shall be a
dollar amount, determined by the Committee in its discretion, and which may, but
need not be, the deemed Fair Market Value of a Phantom Share on the date of
grant.

                  (d) PAYMENT. Payment of the Settlement Amount shall be made
(i) promptly following a Realization Event or (ii) earlier at the Committee's
discretion. Such payment shall be made in cash or its equivalent, as determined
by the Committee.

                  (e) VESTING.

                           (i)      Unless otherwise provided in the applicable
Phantom Share Appreciation Right Award Agreement, and subject to the
Participant's continued employment with the Company and its Affiliates, the
Phantom Share Appreciation Rights shall vest over a five year period, as
follows:

                                    (A)     For each of the first five fiscal
         years beginning after the Grant Date (or with respect to grants made
         prior to December 31, 1998, for each of the first five fiscal years
         beginning on October 4, 1998), the


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         Rights shall vest and become cumulatively exercisable with respect
         to 20% of the Phantom Shares initially relating thereto on the last
         day of such fiscal year if the Company and its subsidiaries meet
         the EBITDA Target established for that fiscal year.

                                    (B) If the EBITDA actually achieved for a
         year is at least 80% but less than 100% of the Target for that year,
         then the vesting opportunity of the Phantom Share Appreciation Right
         for that year shall be reduced by 5% for each 1% of difference between
         the EBITDA Target and the EBITDA actually achieved; or

                                    (C) If the EBITDA results for a year exceed
         100% of the EBITDA Target for that year, a Participant's vesting
         opportunity (that is, 20%) for that year will be fully achieved. In
         addition, the Participant shall be credited with a vesting excess
         either to make up for some or all of a vesting opportunity not achieved
         in prior years or may apply such excess against a vesting deficiency of
         a future year, on the following basis: The vesting opportunity shall be
         increased by 2.5% for each 1% of difference between the EBITDA actually
         achieved and the EBITDA Target for that year. The maximum aggregate
         excess percentage that may be carried forward to future years or
         backward from any given year cannot provide vesting with respect to
         more than 10% of all Phantom Share Appreciation Rights granted to a
         Participant as of the Effective Date.

                           (ii)     REALIZATION EVENT.  To the extent not
previously canceled, any unvested portion of a Phantom Share Appreciation Right
shall, as of the date of a Realization Event, be deemed vested immediately prior
to such Realization Event.

                  (f) EFFECT OF TERMINATION OF EMPLOYMENT.

                           (i)      TERMINATION DUE TO DEATH, DISABILITY,
TERMINATION BY THE COMPANY WITHOUT CAUSE. Upon a Participant's termination of
employment with the Company and its Affiliates due to death, disability or
termination by the Company without Cause, (a) the unvested portion of the
Phantom Share Appreciation Right, if any, shall be automatically canceled
without consideration, and (b) the portion of the Phantom Share Appreciation
Right which was vested immediately prior to the Participant's termination of
employment shall remain outstanding and shall be payable pursuant to the terms
set forth herein and in the applicable Phantom Share Appreciation Right Award
Agreement.

                           (ii)     TERMINATION FOR ANY OTHER REASON.  Upon a
Participant's termination of employment for any other reason, all Phantom Share
Appreciation Rights, whether vested or unvested shall immediately terminate and
expire as of the date of such termination and the Participant shall forfeit all
rights to any award


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hereunder.

                  SECTION 6.        PHANTOM SHARES.

                  (a) PHANTOM SHARES. Subject to adjustment as set forth in
Section 6(b), the aggregate number of Phantom Shares with respect to which
Phantom Share Appreciation Rights may be granted under the Plan shall be 20,000.
If, after the Effective Date, a Phantom Share Appreciation Right or a portion
thereof granted under the Plan, is forfeited, or if a Phantom Share Appreciation
Right or a portion thereof has expired, terminated or been canceled for any
reason whatsoever (other than by reason of settlement) and in either such case a
Participant has received no benefit with respect to the Phantom Share
Appreciation Right, then Phantom Share Appreciation Rights for such number of
Phantom Shares shall again be available to be granted hereunder.

                  (b) ADJUSTMENTS. In the event that the Committee determines
that any dividend or other distribution (whether in the form of cash, Interests,
securities or other property), recapitalization, reorganization, merger,
consolidation, issuance or exchange of Interests, other ownership interests or
other securities of the Company, issuance of warrants or other rights to
purchase Interests, other ownership interests or other securities of the Company
or other similar corporate transaction or event affects the Interests such that
an adjustment is determined by the Committee in its discretion to be appropriate
in order to prevent inappropriate dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee may, in such manner as it may deem equitable, adjust any or all of (i)
the number of Phantom Shares, with respect to which Phantom Share Appreciation
Rights may be granted, (ii) the number of Phantom Shares, subject to outstanding
Phantom Share Appreciation Rights, other ownership interests or other securities
of the Company subject to Phantom Share Appreciation Rights and (iii) the Grant
Price with respect to any Phantom Share Appreciation Right or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Phantom Share Appreciation Right in consideration for the cancellation of such
Phantom Share Appreciation Right.

                  SECTION 7.        AMENDMENT AND TERMINATION.

                  (a) AMENDMENTS TO THE PLAN. The Board, or if none, the
Committee, may amend, alter, suspend, discontinue, or terminate the Plan or any
portion thereof at any time; PROVIDED THAT any such amendment, alteration,
suspension, discontinuance or termination that would materially adversely affect
the earned and vested rights of any Participant or other holder of an Phantom
Share Appreciation Right theretofore granted shall not to that extent be
effective without the written consent of the affected Participant or holder.

                  (b) AMENDMENTS TO PHANTOM SHARE APPRECIATION RIGHT. The
Committee may waive any conditions or rights under, amend any terms of or alter,

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suspend, discontinue, cancel or terminate any Phantom Share Appreciation Right
theretofore granted, prospectively or retroactively; PROVIDED, that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination not expressly contemplated by the Plan that would materially
adversely affect the earned and vested rights of any Participant or other holder
of a Phantom Share Appreciation Right theretofore granted shall not to that
extent be effective without the written consent of the affected Participant or
holder.

                  (c) CANCELLATION. Any provision of this Plan or any Phantom
Share Appreciation Right Award Agreement to the contrary notwithstanding, the
Company shall be entitled to elect to cancel the Phantom Share Appreciation
Right at any time in exchange for a cash payment to the Participant equal to the
excess of (i) the Fair Market Value of the Phantom Shares covered by the Phantom
Share Appreciation Rights at the time of the cancellation, over (ii) the Grant
Price of the Phantom Share Appreciation Rights.

                  SECTION 8.        GENERAL PROVISIONS.

                  (a) NONTRANSFERABILITY.

                           (i)      No Phantom Share Appreciation Right may be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or by the laws of descent and
distribution, and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate: PROVIDED, that the designation of a beneficiary shall
not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.

                  (b) NO RIGHTS TO PHANTOM SHARE APPRECIATION RIGHT. No Person
shall have any claim to be granted any Phantom Share Appreciation Right, and
there is no obligation for uniformity of treatment of Participants or holders or
beneficiaries of Phantom Share Appreciation Rights. The terms and conditions of
Phantom Share Appreciation Rights and the Committee's determinations and
interpretations with respect thereto need not be the same with respect to each
Participant (whether or not such Participants are similarly situated).

                  (c) WITHHOLDING. The Company and its Affiliates shall have the
right and is hereby authorized to withhold from any payment due under any
Phantom Share Appreciation Right, under the Plan or from any compensation or
other amount owing to a Participant the amount of any applicable withholding
taxes in respect of a Phantom Share Appreciation Right, or any payment or
transfer under a Phantom Share Appreciation Right or the Plan and to take such
other action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.

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                  (d) PHANTOM SHARE APPRECIATION RIGHT AWARD AGREEMENTS. Each
Phantom Share Appreciation Award Right hereunder shall be evidenced by a Phantom
Share Appreciation Right Award Agreement which shall be delivered to the
Participant and shall specify the terms and conditions of the Phantom Share
Appreciation Right and any rules applicable thereto.

                  (e) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other compensation arrangements, which may, but need
not, provide for the grant of options, securities and other types of awards, and
such arrangements may be either generally applicable or applicable only in
specific cases.

                  (f) NO RIGHT TO EMPLOYMENT. The grant of a Phantom Share
Appreciation Right shall not be construed as giving a Participant the right to
be retained in the employ of, or in any other continuing relationship with, the
Company or any Affiliate.

                  (g) NATURE OF RIGHTS; NO RIGHTS AS A MEMBER. No Participant or
holder or beneficiary of any Phantom Share Appreciation Right shall have any
rights to Interests or as a member of the Company with respect to any Interests.
The Phantom Share Appreciation Rights shall be used solely as a device for the
measurement and determination of the amount to be paid to Participants as
provided for hereunder. The Phantom Share Appreciation Rights shall not
constitute or be treated as property or a trust fund of any kind and a
Participant's rights hereunder are limited to the right to receive cash as
provided for herein.

                  (h) GOVERNING LAW. The validity, construction and effect of
the Plan and any rules and regulations relating to the Plan and any Phantom
Share Appreciation Right Agreement shall be determined in accordance with the
laws of the State of New York.

                  (i) SEVERABILITY. If any provision of the Plan or any Phantom
Share Appreciation Right is, becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or as to any Person or Phantom Share
Appreciation Right, or would disqualify the Plan or any Phantom Share
Appreciation Right under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform the applicable laws,
or if it cannot be construed or deemed amended without, in the determination of
the Committee, materially altering the intent of the Plan or the Phantom Share
Appreciation Right, such provision shall be stricken as to such jurisdiction,
Person or Phantom Share Appreciation Right and the remainder of the Plan and any
such Phantom Share Appreciation Right shall remain in full force and effect.

                  (j) NO TRUST OR FUND CREATED. Neither the Plan nor any Phantom

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Share Appreciation Right shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate pursuant
to Phantom Share Appreciation Right such right shall be no greater than the
right of any unsecured general creditor of the Company or any Affiliate.

                  (k) HEADINGS. Headings are used herein solely as a convenience
to facilitate reference and shall not be deemed in any way material or relevant
to the construction or interpretation of the Plan or any provision thereof.

                  SECTION 9.  TERM OF THE PLAN.

                  (a) EFFECTIVE DATE.  The Plan shall be effective as of
October 5, 1998 (the "Effective Date").

                  (b) EXPIRATION DATE. No Phantom Share Appreciation Right shall
be granted under the Plan after the tenth anniversary of the Effective Date.
Unless otherwise expressly provided in the Plan or in an applicable Phantom
Share Appreciation Right Award Agreement, any Phantom Share Appreciation Right
granted hereunder may, and the authority of the Committee to amend, alter,
adjust, suspend, discontinue or terminate any conditions or rights under any
such Phantom Share Appreciation Right shall, continue after the tenth
anniversary of the Effective Date.