THE MANITOWOC COMPANY, INC.

                             RETIREMENT SAVINGS PLAN



                     (As Restated Effective January 1, 2000)

<PAGE>

                           THE MANITOWOC COMPANY, INC.
                             RETIREMENT SAVINGS PLAN

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Section 1.     GENERAL   1
         Section 1.1       Name of Plan.......................................1
         Section 1.2       Purpose............................................1
         Section 1.3       Effective Date.....................................1
         Section 1.4       Construction and Applicable Law....................1
         Section 1.5       Severability.......................................1

Section 2.     DEFINITIONS....................................................2
         Section 2.1       Affiliated Company.................................2
         Section 2.2       Beneficiary........................................2
         Section 2.3       Board of Directors.................................2
         Section 2.4       Cash Option Account................................2
         Section 2.5       Committee..........................................2
         Section 2.6       Company............................................2
         Section 2.7       Eligible Compensation..............................2
         Section 2.8       Eligible Employee..................................3
         Section 2.9       ERISA..............................................3
         Section 2.10      Internal Revenue Code; Code........................3
         Section 2.11      Leave of Absence...................................3
         Section 2.12      Normal Retirement..................................3
         Section 2.13      Manitowoc Stock; Manitowoc Stock Fund..............3
         Section 2.14      Normal Retirement Age..............................4
         Section 2.15      Participant........................................4
         Section 2.16      Participating Company..............................4
         Section 2.17      Participating Group................................4
         Section 2.18      Plan Year..........................................4
         Section 2.19      Termination of Employment..........................4
         Section 2.20      Trustee, Trust Agreement, Trust Fund...............4
         Section 2.21      Valuation Date.....................................4

Section 3.     PLAN PARTICIPATION.............................................5
         Section 3.1       Commencement of Participation......................5
         Section 3.2       Transfers to/from Eligible Employee Status.........5
         Section 3.3       Rehire After Termination of Employment.............5
         Section 3.4       Election to Become a Contributing Participant......5
         Section 3.5       No Guaranty of Employment..........................5

Section 4.     EMPLOYEE CONTRIBUTIONS.........................................6
         Section 4.1       Employee Contributions.............................6
         Section 4.2       Rollover Contributions.............................6


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         Section 4.3       Plan-to-Plan Transfers to the Plan.................6

Section 5.     CASH OPTION PROGRAM............................................7
         Section 5.1       Elective Deferrals.................................7
         Section 5.2       Contribution Election Procedures..................10
         Section 5.3       Timing of Contributions...........................10
         Section 5.4       Maximum Additions.................................10
         Section 5.5       Special Rules Applicable to Returning Veterans....10
         Section 5.6       Minimum Employer Contribution.....................11
         Section 5.7       Securities Law Compliance.........................12

Section 6.     INVESTMENT ELECTIONS AND VALUATION OF ACCOUNTS................13
         Section 6.1       Investment Elections..............................13
         Section 6.2       Account Adjustments to Reflect Net Worth of
                               the Trust Fund................................13
         Section 6.3       Net Worth.........................................14
         Section 6.4       Certain Segregated Accounts.......................14
         Section 6.5       Responsibility to Maintain Account Balances.......14
         Section 6.6       Voting and Tender Rights as to Manitowoc Stock....14

Section 7.     DISTRIBUTION OF BENEFITS AND VESTING..........................16
         Section 7.1       Termination of Employment.........................16
         Section 7.2       When Distribution of Accounts Shall Commence......16
         Section 7.3       How Accounts Are to Be Distributed................17
         Section 7.4       Required Distribution Rules.......................18
         Section 7.5       Nonalienation of Benefits.........................19
         Section 7.6       Procedures on Receipt of a Domestic
                               Relations Order...............................19
         Section 7.7       Payment of Taxes..................................21
         Section 7.8       Incompetent Payee.................................21
         Section 7.9       Notice, Place and Manner of Payment...............21
         Section 7.10      Source of Benefits................................21
         Section 7.11      Voluntary Withdrawals.............................21
         Section 7.12      Loans to Participants.............................21
         Section 7.13      Direct Transfer of Eligible Rollover
                               Distributions.................................24
         Section 7.14      Distributions of Manitowoc Stock..................25

Section 8.     PLAN ADMINISTRATION...........................................26
         Section 8.1       The Administrative Committee......................26
         Section 8.2       Agent for Legal Process...........................28
         Section 8.3       Claims Procedures.................................28
         Section 8.4       Records...........................................28


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         Section 8.5       Correction of Errors..............................29
         Section 8.6       Evidence..........................................29
         Section 8.7       Bonding...........................................29
         Section 8.8       Waiver of Notice..................................29

Section 9.     TRUST FUND....................................................30
         Section 9.1       Composition.......................................30
         Section 9.2       The Trust Agreement...............................30
         Section 9.3       Compensation, Reimbursement.......................30
         Section 9.4       No Diversion......................................30

Section 10.    ADOPTION, AMENDMENT, TERMINATION AND MERGER...................32
         Section 10.1      Adoption of Plan by Additional Company............32
         Section 10.2      Amendment.........................................32
         Section 10.3      Reorganizations of Participating Companies........32
         Section 10.4      Termination.......................................33
         Section 10.5      Discontinuance of Contributions...................33
         Section 10.6      Rights Upon Termination, Partial Termination
                              and Discontinuance of Contributions............33
         Section 10.7      Deferral of Distributions.........................33
         Section 10.8      Merger, Consolidation or Transfer of Plan Assets..33

Section 11.    FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES................35
         Section 11.1      Fiduciaries.......................................35
         Section 11.2      Allocation of Fiduciary Responsibilities..........35
         Section 11.3      General Limitation on Liability...................35
         Section 11.4      Multiple Fiduciary Capacities.....................35
         Section 11.5      Responsibility of Insurance Companies.............35




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                               SECTION 1. GENERAL

          Section  1.1  Name of  Plan.  The  name of the  Plan is The  Manitowoc
Company,  Inc.  Retirement  Savings  Plan.  It is  sometimes  referred to as the
"Plan."

          Section 1.2 Purpose. The Plan has been established to provide eligible
employees with a retirement  savings plan, in order to provide  employees with a
source of retirement  income in addition to other  sources of retirement  income
available  to them.  The Plan is a profit  sharing  plan  with a pretax  savings
feature under Internal Revenue Code Section 401(k).

          Section 1.3 Effective  Date.  The  effective  date of the Plan for any
Participating  Group is the date  provided  for that Group in  Appendix A to the
Plan which is incorporated herein by this reference.

          Section 1.4  Construction  and Applicable Law. The Plan is intended to
meet the requirements for tax qualification under the Internal Revenue Code. The
Plan is also intended to be in full compliance  with applicable  requirements of
the Employee  Retirement Income Security Act. The Plan shall be administered and
construed   consistent  with  such  intent.  It  shall  also  be  construed  and
administered  according to the laws of the State of Wisconsin to the extent that
such laws are not  preempted  by the laws of the United  States.  All words used
herein in the singular number shall extend to and include the plural.  All words
used in the plural  number shall extend to and include the  singular.  All words
used in any gender shall extend to and include all genders.  The words "hereof,"
"herein,"  "hereunder,"  and other  similar  compounds  of "here" shall mean and
refer to this Plan and the separate  Trust  Agreement and not to any  particular
Section. Headings are for convenience of reference, shall not be considered part
of the  text  of the  Plan,  and  shall  not  influence  its  construction.  All
references  to statutory  sections  shall  include the section so  identified as
amended from time to time or any other statute of similar import.

          Section 1.5 Severability.  In case any provision of this Plan shall be
held illegal or invalid for any reason,  such illegality or invalidity shall not
affect the  remaining  parts of this Plan  which  shall  then be  construed  and
enforced  as if such  illegal or  invalid  provisions  had never  been  inserted
herein.


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                             SECTION 2. DEFINITIONS

          Section 2.1 Affiliated Company.  "Affiliated Company" means any member
of a  controlled  group of  corporations,  group of trades or  businesses  under
common control, or affiliated service group, (as defined in Section 414(b), (c),
(m),  or (o) of the  Internal  Revenue  Code)  which  includes  a  Participating
Company.

          Section  2.2  Beneficiary.  "Beneficiary"  means such person or entity
designated by a  Participant,  or by the Plan in the absence of designation by a
Participant,  as the  beneficiary of the  Participant's  account  balance in the
Plan. A  Participant  shall  designate  his  Beneficiary  on the form and in the
manner  prescribed  by the  Committee  and such  designation  may be  changed or
withdrawn by the  Participant at any time. The most recent valid  designation on
file with the  Committee  at the time of the  Participant's  death  shall be the
Beneficiary.  Notwithstanding  the  foregoing,  in the event the  Participant is
married at the time of his death,  the  beneficiary  shall be the  Participant's
spouse at such time unless such spouse  consented in writing to the  designation
of an  alternative  Beneficiary  after  notice of the  spouse's  rights and such
consent was witnessed (i) by a Plan  representative  or (ii) by a notary public.
In the event no valid designation of a Beneficiary is on file with the Committee
at  the  date  of  death  or  no  designated   Beneficiary   survives  him,  the
Participant's  spouse shall be deemed the Beneficiary;  in the further event the
Participant  is unmarried or his spouse does not survive him, the  Participant's
estate shall be deemed to be his Beneficiary.  Notwithstanding the foregoing, in
the event of the  Participant's  divorce,  the former spouse shall cease to be a
Beneficiary   unless  after  such  divorce  the  Participant   completes  a  new
designation naming such individual as a Beneficiary.

          Section 2.3 Board of Directors.  "Board of Directors"  means the Board
of Directors of The Manitowoc  Company,  Inc., or the  appropriate  committee of
members of such Board of Directors appointed to serve with respect to the Plan.

          Section 2.4 Cash  Option  Account.  "Cash  Option  Account"  means the
account maintained for each Participant consisting of elective deferrals which a
Participant  has  elected  to  have  contributed  by the  Participating  Company
employing the Participant,  on the  Participant's  behalf,  to the Participant's
account, in lieu of receiving such amount as current  compensation,  and the net
investment earnings on such account.

          Section 2.5 Committee.  "Committee" means the Administrative Committee
described  in  Section  8.1,  which is the Plan  administrator.  If the Board of
Directors  does not appoint  members of the  Committee,  then the Company  shall
serve as Plan administrator.

          Section 2.6 Company.  "Company" means The Manitowoc  Company,  Inc., a
Wisconsin corporation, and any successors and assigns thereto.

          Section  2.7  Eligible  Compensation.  "Eligible  Compensation"  shall
include wages, salary, overtime pay, commissions, cash bonuses or incentive pay,
and amounts subject


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to any salary reduction  election made pursuant to Sections 125 or 401(k) of the
Internal Revenue Code.  Eligible  Compensation shall not include  reimbursements
for expenses or payments or  contributions  to or for the benefit of an employee
under this or any other tax-qualified or other deferred  compensation,  pension,
insurance,  or other employee benefit plan,  except as provided in the preceding
sentence.   For  Plan  Years  beginning   after  December  31,  1988,   Eligible
Compensation  shall not exceed two hundred thousand dollars ($200,000) per year,
subject to  adjustment  in  accordance  with Section  401(a)(17) of the Internal
Revenue  Code.  For Plan Years  beginning  after  December  31,  1993,  Eligible
Compensation shall not exceed the maximum amount permitted by Section 401(a)(17)
of the Code. Eligible  Compensation does not include compensation received while
an employee is not a Participant.

          Section 2.8 Eligible Employee.  An "Eligible  Employee" is an employee
of a Participating  Company (i) whose job is covered by a collective  bargaining
agreement between the Participating  Company and a union representing  employees
of the Participating  Company and (ii) who is included in a Participating Group.
The Committee shall determine, in its sole discretion, whether any individual is
an Eligible Employee.

          Section  2.9  ERISA.  "ERISA"  means the  Employee  Retirement  Income
Security Act of 1974, as interpreted by regulations  and rulings issued pursuant
thereto, all as amended and in effect from time to time.

          Section 2.10 Internal Revenue Code; Code.  "Internal  Revenue Code" or
"Code" means the Internal  Revenue Code of 1986, as  interpreted  by regulations
and rulings issued pursuant  thereto,  all as amended and in effect from time to
time.

          Section  2.11  Leave  of  Absence.  A  "Leave  of  Absence"  means  an
authorized  absence  from  the  performance  of  duties  for the  Company  or an
Affiliated  Company which is incurred either by an employee who is on an absence
recognized by the Committee,  under rules and policies  uniformly applied to all
employees similarly  situated,  as being a period of service for purposes of the
Plan,  incurred by an employee due to a temporary layoff for a period of one (1)
year or less or incurred by an employee who leaves his  employment  to enter the
Armed Forces of the United States and who returns to service with the Company or
an  Affiliated   Company  within  the  period  during  which  the  employee  has
reemployment rights under federal law.

          Section  2.12  Normal   Retirement.   "Normal   Retirement"   means  a
Termination  of  Employment  of a  Participant  (except  termination  by  death)
occurring  on or after  the date  upon  which  the  Participant  attains  Normal
Retirement Age.

          Section 2.13 Manitowoc Stock; Manitowoc Stock Fund.

          "Manitowoc Stock" is the common stock of the Company. "Manitowoc Stock
Fund" has the meaning assigned to this term in the Trust Agreement.


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          Section 2.14 Normal Retirement Age. "Normal  Retirement Age" means age
sixty-five (65).

          Section 2.15 Participant.  A "Participant" is a person who has been or
who  is an  Eligible  Employee  in a  Participating  Group  who is  admitted  to
participation  in the  Plan  pursuant  to  Section  3, and who  continues  to be
entitled to benefits under the Plan.

          Section 2.16 Participating  Company. A "Participating  Company" is the
Company and any Affiliated  Company currently  employing  Eligible Employees who
are members of a  Participating  Group.  Appendix A to the Plan  identifies each
Participating  Company and the effective  date of  participation  in the Plan of
each Participating Group.

          Section 2.17 Participating  Group. A "Participating  Group" is a group
of Eligible  Employees  designated by the Committee as being covered by the Plan
as of a designated  effective date. Each Participating Group shall be identified
in Appendix A to the Plan.

          Section 2.18 Plan Year.  The "Plan Year" is the  calendar  year and is
the year on which records of the Plan are kept.

          Section 2.19  Termination of Employment.  "Termination  of Employment"
with the Company or any Affiliated  Company,  for purposes of the Plan, shall be
deemed  to  occur  upon  the  first  to  occur  of (1)  employee's  resignation,
discharge,  retirement, death; (2) the date a Leave of Absence ends if the Leave
of Absence is for a period of one (1) year or less; or (3) the first anniversary
of a Leave of  Absence  if the Leave of Absence is for a period of more than one
(1) year.  Notwithstanding  the foregoing,  an employee who leaves employment to
enter the Armed  Forces of the United  States shall not incur a  Termination  of
Employment in contradiction of federal law.

          Section 2.20 Trustee,  Trust Agreement,  Trust Fund. The assets of the
Plan shall be held in trust pursuant to the provisions of The Manitowoc  Company
Employees'   Profit-Sharing   Trust  Agreement,   incorporated  herein  by  this
reference.  The "Trustee" is Associated  Manitowoc  Bank, N.A. and any successor
Trustee or Trustees appointed pursuant to the terms of such Trust Agreement. The
"Trust Fund" means the fund established pursuant to the Trust Agreement.

          Section 2.21 Valuation Date. The "Valuation Date" means the date as of
which the Trust Fund and accounts  are valued as provided by the Plan.  Prior to
April 1, 1999,  each of the following is a Valuation  Date: The last day of each
Plan Year and any date declared by the Board of Directors or the Committee to be
a Valuation  Date as if such date were the last day of the Plan Year.  Effective
April 1,  1999,  or as soon  thereafter  as  administratively  convenient,  Plan
accounts shall be valued on a daily basis.


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                          SECTION 3. PLAN PARTICIPATION

          Section 3.1 Commencement of Participation.  An Eligible Employee shall
be eligible to become a  contributing  Participant on the earliest date on which
(i) the employee is a member of a Participating  Group and (ii) the employee has
completed any probationary employment period applicable to the employee pursuant
to the  collective  bargaining  agreement  covering the  employee's job with the
Participating  Company,  or if shorter,  six (6) months of  employment  with the
Company or any Affiliated Company.

          Section 3.2 Transfers to/from Eligible Employee Status. If an employee
is transferred to a position in which the employee becomes an Eligible Employee,
the  employee  shall be  eligible  to  become a  contributing  Participant  upon
transfer  when all of the  requirements  of Section  3.1 are  satisfied.  If the
employee  is  transferred  to a position  in which the  employee is no longer an
Eligible Employee,  the employee shall cease active participation in the Plan no
later than the third payroll period commencing after such transfer.

          Section  3.3  Rehire  After  Termination  of  Employment.  If a former
Participant  is  rehired  as  an  Eligible   Employee  and  is  a  member  of  a
Participating  Group,  such  person  shall be eligible  immediately  to become a
contributing Participant.

          Section 3.4 Election to Become a Contributing Participant. An Eligible
Employee shall complete an enrollment form in accordance with Committee rules in
order to become a contributing  Participant.  The enrollment  form,  which shall
also  contain  any   contribution   election   agreement  of  the   contributing
Participant,  shall be in such form as shall be prescribed by the Committee.  An
Eligible  Employee  may  enroll  when  first  eligible  to do  so  or as of  any
subsequent  enrollment  dates.  The Committee  shall  determine the frequency of
enrollment dates in its discretion.  Enrollments  shall be effective as of dates
determined by Committee rules which afford reasonable time periods convenient to
the operation of the Plan. Each Participating  Company shall advise its Eligible
Employees of their initial  eligibility  to enroll in the Plan as a contributing
Participant  but  shall  have  no  obligation  to  provide   additional   notice
thereafter.  Any  contribution  election  agreement  hereunder is voluntary  and
enrollment in the Plan as a contributing Participant shall constitute acceptance
of the terms of the Plan.  The  contribution  election  procedures  described in
Section 5 shall also apply to enrollment forms.

          Section 3.5 No Guaranty of Employment.  Participation in the Plan does
not  constitute  a guaranty  or  contract  of  employment  with a  Participating
Company.  Such  participation  shall  in no way  interfere  with  any  rights  a
Participating  Company  would  have  in the  absence  of such  participation  to
determine  the  duration  of the  employee's  employment  with  a  Participating
Company.


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                       SECTION 4. EMPLOYEE CONTRIBUTIONS

          Section 4.1 Employee  Contributions.  Employee after tax contributions
to the Plan are neither required nor permitted.

          Section 4.2 Rollover  Contributions.  Any  Eligible  Employee may from
time to time  contribute to the Trust Fund a rollover  contribution  in cash. An
Eligible  Employee making a rollover  contribution  shall certify in writing the
amount  of the  proposed  rollover  contribution  and  supply a copy of the most
recent  determination letter issued by the Internal Revenue Service covering the
trust or annuity contract from which the property to be contributed to the Trust
Fund has been  distributed.  A  rollover  contribution  shall be  credited  to a
separate "rollover  contribution account" in the name of such employee as of the
date of its  receipt by the  Trustee.  The amount  thereof  and the  increase or
decrease in the liquidation value of the Trust Fund  attributable  thereto shall
be separately reflected in such account. The balance of a Participant's rollover
contribution  account shall be nonforfeitable for all purposes of the Plan. Upon
Termination of Employment,  the balance of an employee's  rollover  contribution
account  shall be  distributed  pursuant to the rules of the Plan  applicable to
other Participant accounts in the Plan.

          Section 4.3 Plan-to-Plan Transfers to the Plan. In the sole discretion
of the Committee transfers of amounts held for the benefit of Eligible Employees
by other  tax-qualified  employee pension benefit plans may be made to the Plan,
subject to the requirements of Code Section 411(d)(6), including its requirement
that  distribution  options  associated with such transferred  amounts are to be
preserved  after the  transfer  to this  Plan.  A  transferred  amount  shall be
credited  to a  separate  "transfer  contribution  account"  in the name of such
employee as of the date of its receipt by the  Trustee.  The amount  thereof and
the increase or decrease in the liquidation value of the Trust Fund attributable
thereto  shall  be  separately  reflected  in such  account.  The  balance  of a
Participant's  transfer  contribution  account shall be  nonforfeitable  for all
purposes  of the  Plan.  Upon  Termination  of  Employment,  the  balance  of an
employee's transfer  contribution  account shall be distributed  pursuant to the
rules of the Plan applicable to other Participant accounts in the Plan.



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                         SECTION 5. CASH OPTION PROGRAM

          Section 5.1 Elective  Deferrals.  Effective upon implementation of the
Plan by the  Committee  with  respect  to a  Participating  Group,  an  Eligible
Employee including the Participating  Group may, when eligible to participate as
provided in Section 3.1,  voluntarily  elect to have the  Participating  Company
employing the Participant  contribute an amount to the Participant's Cash Option
Account  for each  Plan Year in lieu of  receiving  the same  amount as  current
compensation.  Such amounts are hereinafter  referred to as "elective deferrals"
to the extent such amounts are not includible in the Participant's  gross income
for the taxable year. Such elective  deferrals shall be subject to the following
paragraphs:

          (a)  Such  election  may be as to any  whole  percentage  of  Eligible
Compensation,  subject to the  limitations  of this Section 5.1 and Section 5.5.
All  elective   deferrals  shall  be  required  to  be   tax-deductible  by  the
Participating  Company in the year in which  made.  Accordingly,  the  Committee
shall take into account any contributions  made to all profit sharing plans (and
other qualified plans) sponsored by the Participating Company for the same group
of employees and  periodically  advise  Participants  as to the effective  upper
limits on  contribution  elections.  Such  upper  limit may be  adjusted  by the
Committee if the general  limitations  applicable to elective deferrals will not
then be exceeded,  so long as all similarly situated employees are provided with
a  nondiscriminatory  opportunity  to make  proportionately  the  same  elective
deferrals.

          (b) Elective deferrals shall be credited to a "Cash Option Account" in
the name of the  electing  Participant  as of the date of their  receipt  by the
Trustee.  The amount thereof and the net earnings  attributable thereto shall be
separately  reflected  in such  account.  Elective  deferrals  shall be promptly
remitted by a Participating Company to the Trustee in accordance with applicable
rules.

          (c)  The  balance  of an  employee's  Cash  Option  Account  shall  be
nonforfeitable for all purposes of the Plan. Upon Termination of Employment, the
balance of an employee's  Cash Option Account shall be  distributed  pursuant to
the provisions of the Plan.

          (d)  Notwithstanding  any other provision of the Plan, a Participant's
elective  deferrals for any calendar year,  when combined with amounts  deferred
under other plans or arrangements described in Sections 401(k), 403(b) or 408(k)
of the Internal  Revenue  Code,  shall not exceed the limit set forth in Section
402(g)(1) of the  Internal  Revenue Code (or such amount as adjusted for changes
in the cost of living  pursuant to Section  402(g)(5)  of the  Internal  Revenue
Code).

          (e) The Plan is subject to the  limitations  of Code  Section  401(k),
which  are  incorporated  herein  by this  reference,  including  the  statutory
requirements, the regulatory requirements of Treas. Reg. Section 1.401(k)-1, and
all subsequent  Internal  Revenue  Service  guidance issued under the applicable
Code provisions.  Accordingly, the average deferral percentage for any Plan Year
for the group of highly compensated employees as defined in subsection (l) below
who are eligible to participate in the Plan ("Highly Compensated  Participants")
shall not exceed the greater of:


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<PAGE>

          (1) one hundred  twenty-five  percent  (125%) of the average  deferral
percentage  for the  preceding  Plan Year for all employees who were eligible to
participate  in the  Plan  in such  Plan  Year  other  than  highly  compensated
employees for such year ("Non-highly Compensated Participants"); or

          (2) the lesser of (A) the average deferral percentage for the group of
Non-highly  Compensated  Participants  for the  preceding  Plan  Year  plus  two
percent;  or (B) two  times the  average  deferral  percentage  for the group of
Non-highly Compensated Participants for the preceding Plan Year.

          (f) The deferral percentage for any Non-highly Compensated Participant
is calculated by dividing the amount of the Participant's elective deferrals for
the preceding Plan Year by the  Participant's  compensation  (as defined in Code
Sections  414(q)(4) and 415(c)(3))  for such Plan Year. The deferral  percentage
for any Highly  Compensated  Participant is calculated by dividing the amount of
the  Participant's   elective  deferrals  for  the  current  Plan  Year  by  the
Participant's compensation (as defined in Code Sections 414(q)(4) and 415(c)(3))
for such Plan Year.  The  average  deferral  percentage  for the group of Highly
Compensated Participants and the group of Non-highly Compensated Participants is
the  average  of the  deferral  percentages  calculated  for each  member of the
applicable  group. In accordance with rules  promulgated by the Internal Revenue
Service, the Committee, in calculating a Participant's deferral percentage,  may
elect to treat  qualified  elective  contributions  and  qualified  non-elective
contributions (if any) as if they were elective deferrals.

          (g) The  Committee  may from  time to time  establish  limits  (and as
appropriate,  modify any such  limit) on the amount or  percentage  of  elective
deferrals  that may be made by or on behalf of Highly  Compensated  Participants
for the Plan Year. In addition,  the Committee  may  prospectively  decrease the
rate of elective  deferrals of any  Participant  at any time,  if the  Committee
determines  that such action is  necessary  or  desirable  to enable the Plan to
comply or to ensure compliance with the average deferral percentage  limitations
or the  requirements of Code Sections  401(k),  402(g),  415 or other applicable
provisions.

          (h)  If  the  average  deferral   percentage  of  Highly   Compensated
Participants  for any Plan  Year  exceeds  the  applicable  deferral  percentage
limitation for such year, each affected  Highly  Compensated  Participant  shall
receive a distribution of the amount of his excess elective deferrals,  together
with  income  on  such  elective  deferrals  for the  Plan  Year  in  which  the
contributions  were made. Such distribution  shall be made on or before the last
day of the Plan  Year  following  the Plan  Year to which  the  excess  elective
deferrals  relate;  provided  that the  relevant  Participating  Company will be
subject to an excise tax if excess elective deferrals are not distributed within
two and one-half months  following the close of the Plan Year in which they were
made.  The  aggregate  amount of  elective  deferrals  to be  refunded  shall be
determined  by reducing (or leveling)  the maximum  allowable  level of elective
deferrals to a percentage  determined by the  Committee  that, if applied to all
Highly  Compensated  Participants  with a deferral  percentage above that level,
would  result in the  average  deferral  percentage  test being  satisfied.  The
aggregate  amount  required  to  be  refunded  shall  be  allocated  among  (and
distributed  to) Highly  Compensated  Participants by reducing (or


                                      -8-
<PAGE>

leveling) the maximum  dollar amount of elective  deferrals for the Plan Year to
an amount determined by the Committee that, if applied to all Highly Compensated
Participants with elective  Deferrals above that level, would result in a refund
of elective deferrals equal to the aggregate amount of excess elective deferrals
calculated in accordance with the preceding sentence.  The amount required to be
distributed to any Highly Compensated Participant shall be reduced by the amount
of excess elective deferrals (if any) previously  distributed to the Participant
in order to comply with Code Section 402(g)(5).

          (i) To  the  extent  that  elective  deferrals  refunded  to a  Highly
Compensated  Participant  in accordance  with  subsection  (h) above resulted in
Company matching  contributions  being allocated to the  Participant's  account,
such  matching  contributions,   together  with  all  income  on  such  matching
contributions for the Plan Year to which the matching  contributions relate (but
not including any gap period income) shall be forfeited.  This forfeiture  shall
occur  notwithstanding  the vesting  schedule  otherwise  applicable to matching
contributions.

          (j) In the event  that the  Committee  determines  that  Code  Section
401(k)  (including  the  regulations  thereunder)  may be  applied  in a  manner
different  than  that  prescribed  in  this  Section,  the  Committee,   in  its
discretion,  may make appropriate  adjustments and such adjustments  shall be an
effective amendment of this section.  In addition,  the Committee may promulgate
such  further  rules and  procedures  as it may deem  necessary  for the  proper
application of this Section.

          (k)  Following  the  application  of  this  Section  and  the  average
contribution requirements below, the Committee shall make further adjustments as
necessary to comply with the "multiple  use" test of Code Section  401(m)(9) and
the regulations thereunder.

          (l) "Highly  compensated  employee"  means an employee  who  satisfies
either of the following conditions:

                    (1) The  employee  was at any time  during  the  current  or
          immediately  preceding  Plan Year a five percent (5%) owner within the
          meaning of Code Sections 414(q) and 416(i), including deemed ownership
          resulting from application of the constructive ownership rules of Code
          Section 318; or

                    (2)  The  employee   received   "compensation"   during  the
          preceding  Plan Year from the Company or any  affiliate of the Company
          under Code Sections  414(b),  (c), (m) or (o) that, in the  aggregate,
          exceeded  eighty thousand  dollars  ($80,000) as indexed in accordance
          with Code Section 414(q) for cost-of-living adjustments.  For purposes
          of determining  whether an employee is a highly compensated  employee,
          "compensation"  shall  mean the  employee's  compensation  within  the
          meaning of Code Section  415(c)(3),  plus to the extent not  otherwise
          included under Section 415(c)(3), any amount paid by an Employer or an
          affiliate of a Company  under Code  Sections  414(b),  (c), (m) or (o)
          during  the Plan Year as a pretax  employee  contribution  to any plan
          maintained  by the Company or an affiliate  of the Company  under Code
          Sections 414(b), (c), (m) or (o) if such contribution is excluded from
          the gross income of the employee in accordance with Code Sections 125,
          402(e)(3) or 402(h).


                                       -9-
<PAGE>

          Section 5.2 Contribution Election Procedures.  A contribution election
(or  change  or  revocation)  shall  be in  such  form  as the  Committee  shall
prescribe.  The  Committee  may,  from  time to time,  adopt  policies  or rules
governing  such  elections  so that the Plan may be  conveniently  administered.
Elections  shall be  effective  as of the dates  determined  by the rules of the
Committee.  The Committee may change the  frequency of effective  dates,  in its
discretion, provided such changes are uniformly applied to all Participants.

          Section 5.3 Timing of Contributions. In order that contributions for a
Plan  Year  shall be  deductible,  each  Participating  Company  shall  make its
contribution,  for a Plan Year to the Trustee not later than the time, including
extensions  thereof,  prescribed by law for filing the federal income tax return
of the  Participating  Company for its fiscal year ending  within or on the last
day of the Plan Year. For purposes of the Plan, however,  contributions shall be
deemed  to  have  been  made  as of  the  last  day of the  fiscal  year  of the
Participating Company which ends within or on the last day of the Plan Year. The
Trustee  shall be under no duty,  expressed or implied,  either to determine the
amount of or to force the  collection  of any  contribution  to the Trust  Fund.
Notwithstanding the foregoing, elective deferral contributions shall be remitted
by the Company to the Trustee as soon as administratively  convenient  following
the withholding of such amounts from Participant payrolls,  but in no later than
the fifteenth  (15th) day of the month  following the month in which the Company
receives such contributions.

          Section 5.4 Maximum Additions.  Notwithstanding  any provision of this
Section 5 to the contrary,  the annual additions to each Participant's  accounts
in the Plan for any Plan Year  shall not  exceed  the  limitations  of  Internal
Revenue Code Section 415 which are incorporated herein by this reference.

          Section 5.5 Special Rules Applicable to Returning Veterans

          (a) This  Section  5.4  applies to a  Participant  who is absent  from
active employment with any Participating  Company on account of military service
and who  returns  from  such  military  service  to active  employment  with any
Participating Company under terms and conditions that entitle the Participant to
the protections of the Uniformed Services Employment and Reemployment Rights Act
of 1994, as amended.

          (b) The Participant may elect (either in lieu of or in addition to the
elective  deferral  contributions  that the  Participant  may elect to make with
respect  to  Eligible   Compensation  earned  on  and  after  the  Participant's
reemployment)  to make  elective  deferral;  contributions,  with respect to the
Participant's period of eligible military service ("make-up contributions"). The
Participant may elect to contribute make-up contributions during the period that
begins on the date of the  Participant's  reemployment  after  covered  military
service  and extends  (i) for five (5) years from the date of  reemployment,  or
(ii) for a period equal to three (3) times the  Participant's  period of covered
military service. The make-up contributions may not exceed the maximum amount of
elective  deferral  contributions  that would have been permitted under the Plan
and applicable Code provisions had the Participant been continuously employed by
the  Company  during the period of  military  service,  reduced by the amount of


                                      -10-
<PAGE>

elective deferral contributions (if any) actually made by the Participant during
the period of military service.

          (c) For purposes of  determining  the amount of the maximum  amount of
make-up   contributions   permissible   under  Section  5.1,  the  Participant's
compensation  during the period of eligible  military service shall be deemed to
equal the rate of pay that the Participant  would have received from the Company
but for the  military  service;  provided  that if such  compensation  cannot be
determined with reasonable  certainty,  the  Participant's  compensation for the
period of military  service shall be deemed to equal the  Participant's  average
compensation  from the  Company  for the twelve  (12) month  period  immediately
preceding the Participant's military service (or if the Participant was employed
for less than the full  twelve  (12) month  period  immediately  preceding  such
military service,  the Participant's  average  compensation from the Company for
the  Participant's  entire period of employment  with the Company  preceding the
Participant's military service).

          (d) No adjustment shall be made to a Participant's  account to reflect
the gain or loss that would have been  credited  (charged) to the  Participant's
account had the base contributions and make-up  contributions  described in this
Section  5.4 been  made  during  the  period of  military  service  rather  than
following the Participant's return to active employment.

          Section 5.6 Minimum Employer Contribution.

          The Chief  Financial  Officer of the Company  shall specify in writing
the  amount of the  "minimum  employer  contribution"  for each Plan  Year.  The
following paragraphs shall also apply:

          (a)  "Minimum  employer  contribution"  means,  for  purposes  of this
Section 5.6, the amount of elective  deferral  contributions  under  Section 5.1
designated  for the Plan Year by the Chief  Financial  Officer of the Company as
the  minimum  employer  contribution  for the Plan Year.  The  minimum  employer
contribution must be contributed by Participating  Companies for a Plan Year and
such amounts may not revert to the Company.

          (b)  The  requirement  to  make  the  minimum  employer   contribution
designated  for a Plan Year is satisfied as soon as the total  contributions  to
the  Plan for a Plan  Year by the  Participating  Companies,  made  pursuant  to
Section 404 of the Internal Revenue Code, equals or exceeds the minimum employer
contribution  amount for the Plan Year. Minimum employer  contributions shall be
made within the time requirements described in Section 5.3.

          (c) Minimum  employer  contributions  shall be held in an  unallocated
deposit  account in the  investment  fund selected for this purpose by the Chief
Financial  Officer of the Company  until  allocated  on or before the end of the
Plan Year in  accordance  with this Section 5.6. All gains,  losses,  and income
attributable to such account shall be applied to reduce Plan expenses  otherwise
payable  by  the  Company  and,   thereafter,   to  reduce  and  offset  Company
contributions to the Plan.


                                      -11-
<PAGE>

          (d)  The  minimum  employer  contribution  for a Plan  Year  shall  be
allocated  first,  as elective  deferral  contributions  under  Section 5.1; and
second,   as   qualified   nonelective   contributions   pursuant   to   Section
401(k)(3)(D)(II);   provided,   however,  that  allocations  in  excess  of  the
limitations  of Section  415 of the  Internal  Revenue  Code are not  authorized
hereunder and such amounts, if any, are subject to Section 5.4 of the Plan.

          Section 5.7 Securities Law Compliance.

          (a) The price at which the Plan shall acquire newly-issued shares from
the  Company  shall  be for any day the  last  sale  price  at  which a share of
Manitowoc  Stock traded as reported on the composite  tape by the New York Stock
Exchange on the business day  immediately  preceding such day, or, if there were
no trades of Shares on the  composite  tape on such  business  day,  on the most
recent  preceding  business  day on which  there were  trades.  Or, if shares of
Manitowoc  Stock are not  listed or  admitted  to  trading on the New York Stock
Exchange when the  determination  of fair market value is to be made, such price
per share shall be the mean between the highest and lowest reported sales prices
of shares of Manitowoc Stock on that date on the principal exchange on which the
shares are then listed.  If the shares are not listed on any  national  exchange
the price shall be the amount  determined  in good faith by the  Committee to be
the fair market value of a share of Manitowoc  Stock at the relevant  time.  The
price at which the Plan shall be deemed to have acquired  outstanding  shares of
Manitowoc Stock either in open market purchases or through privately  negotiated
transactions  shall be the average  price for such shares  purchased at any time
the Plan makes one or more  purchases  to invest  available  funds in  Manitowoc
Stock. In the event  investment  under the Plan is made both in newly-issued and
outstanding  shares,  the shares  purchased  shall be allocated  proportionately
among the accounts of all Participants for whom funds are being invested at that
time.

          (b)  Purchases  of  Manitowoc  Stock  by the  Plan  shall  be  made in
compliance  with  ERISA  and  applicable   securities  laws  including   without
limitation Rule 10b-6 and Rule 10b-18 under the Securities Exchange Act of 1934,
as such rules are in effect from time to time.

          (c) The Committee is  specifically  authorized to adopt and promulgate
such rules as it deems  necessary  to  preserve  all  liability  exemptions  for
"insiders" within the meaning of Section 16(b) of the Securities Exchange Act of
1934,  as amended,  and the rules  thereunder,  as such rules are in effect from
time to time.  Any rules so  promulgated  shall be uniformly  administered  in a
nondiscriminatory  manner as to all  affected  participants,  who shall be fully
advised of such Plan rules as in effect from time to time.



                                      -12-
<PAGE>

           SECTION 6. INVESTMENT ELECTIONS AND VALUATION OF ACCOUNTS

          Section  6.1  Investment  Elections.  The  funding  policy of the Plan
provides for the direction of investment by  Participants  who are employed by a
Participating  Company or an Affiliated Company.  Such separate investment funds
shall be made  available  for  investment  by  employed  Participants  as may be
determined  according  to the terms of the Plan and Trust  Agreement;  provided,
however,  that  Participants  in this Plan shall have no access to an investment
fund in the Trust Fund holding  primarily the common stock of the Company unless
this Plan is registered in accordance  with  applicable  rules of the Securities
and Exchange Commission.  The following paragraphs shall apply to the investment
instructions of Participants:

          (a) An  investment  election  shall be in such  form as the  Committee
shall  prescribe.  Such  form  shall be filed  with  the  Participating  Company
employing  the  Participant  in accordance  with  Committee  instructions.  Each
Participant  shall,  upon  enrollment in the Plan,  file an investment  election
directing  the  investment  of the  Participant's  account  in the  Plan  in the
investment funds then currently available. The Committee may permit elections to
change  a  Participant's  investment  mix  which  are  not  governing  as to new
contributions  subsequently  being  added  to the  Participant's  account.  Such
investment  elections shall be as to any integral  multiple of the Participant's
accounts, including all contributions and credits to such accounts, as specified
by the  Committee.  Each  Participant  may,  thereafter,  file a new  investment
election form changing an investment election in accordance with Committee rules
and procedures which shall permit changes to be made in investment  elections at
least once each calendar year quarter.

          (b)  A  Participant   making  investment   elections  and  changes  in
accordance  with this  Section  thereby  assumes  full  responsibility  for such
exercise of control over assets in the Participant's  account.  No person who is
otherwise a fiduciary  shall be liable for any loss, or by reason of any breach,
which may result from such person's exercise of such control.

          Section  6.2  Account  Adjustments  to Reflect  Net Worth of the Trust
Fund.

          (a) As of each Valuation Date the accounts maintained in each separate
investment  fund within the Trust Fund  (including  those accounts not yet fully
distributed)  shall be  adjusted,  after the  crediting  of  elective  deferrals
through the current Valuation Date,  upward or downward,  pro rata, so that such
adjusted  balances will equal the net worth of that  investment  fund as of that
date,  using fair market values as determined by the Trustee and reported to the
Committee,  after such net worth has been reduced by any expenses  chargeable to
that  investment  fund  which  have  been  incurred  but not yet paid  from that
investment  fund.  The period  between  Valuation  Dates is  referred  to as the
"allocation  period."  A  further  adjustment  shall be made so as to take  into
account an average balance of elective deferrals deposited during the allocation
period,  using  reasonable  methods applied in a uniform manner to all accounts,
unless the Plan is then utilizing daily account valuation.



                                      -13-
<PAGE>

          (b) The accounting for a Participant's interest in the Manitowoc Stock
Fund shall be done on an allocated share basis such that (except with respect to
dividends on previously  allocated shares, which dividends are credited directly
to the  Participant's  account to which such  shares  are  allocated)  shares of
Manitowoc  Stock  acquired by the  Manitowoc  Stock Fund  during any  allocation
period shall be allocated  among the accounts of  Participants  in proportion to
the  value of each  Participant's  account  which is not  then  attributable  to
allocated  stock  and  dividends  thereon,   and  the  individual   accounts  of
Participants shall be adjusted  accordingly.  Dividends received with respect to
shares of Manitowoc Stock other than previously  allocated  shares,  and income,
expenses,  gains and  losses on assets  other than  Manitowoc  Stock held in the
Manitowoc   Stock  Fund  shall  be  credited  or  charged  to  the  accounts  of
Participants  as of each  Valuation  Date pro rata on the  basis of the value of
that portion of each  Participant's  account which is not then  attributable  to
allocated stock and dividends thereon. The Manitowoc Stock Fund may utilize more
frequent  Valuation Dates  (including  daily  valuations)  than other investment
funds maintained hereunder.

          Section  6.3 Net Worth.  The net worth of a separate  investment  fund
within the Trust Fund for any period shall be determined  based on the Trustee's
judgment of the fair market value of each of the assets of the  investment  fund
using  generally  accepted  accounting  principles  of  trust  accounting.   Any
determination made by the Trustee and the Committee with respect to the value of
accounts  shall be  conclusive  and binding upon all persons  having an interest
under the Plan.

          Section 6.4 Certain  Segregated  Accounts.  Account balances which are
part of the Trust Fund but which are  segregated  pursuant to the  directions of
the Committee  shall be valued  according to the terms of the investment  medium
funding such account,  using generally accepted  accounting  principles of trust
accounting.

          Section  6.5   Responsibility  to  Maintain  Account   Balances.   The
responsibility  to maintain account balances  Pursuant to the provisions of this
Section 6 shall be  discharged  by the  Committee.  The  Committee  shall keep a
separate account for each Participant's accrued benefits under the Plan, showing
the  manner  in  which  it has  determined  the  entries  made to such  account.
Following the close of each Plan Year, the Committee shall make arrangements for
the delivery to each Participant of a statement showing,  as of the close of the
Plan Year, each Participant's credited balance to his account.

          Section 6.6 Voting and Tender Rights as to Manitowoc Stock.

          (a) Shares of  Manitowoc  Stock held by the  Manitowoc  Stock Fund are
allocated to Participants' accounts in that investment fund as of each Valuation
Date. Shares which have been so allocated are referred to as allocated shares.

          (b) Voting  rights with  respect to  allocated  shares as to which the
Trustee receives written  instructions  from the Participants to whom the shares
are allocated shall be voted by the Trustee as directed by such  Participants or
not  voted  if so  directed  by a  Participant.  At the time of the  mailing  to
stockholders  of the notice of any  stockholders'  meeting of the  Company,  the
Company,  in  conjunction  with the  Committee  and the  Trustee,


                                      -14-
<PAGE>

shall use its  reasonable  best  efforts to cause to be  delivered  to each such
Participant  such notices and  informational  statements as are furnished to the
Company's  stockholders  in respect of the exercise of voting  rights,  together
with forms by which the Participant may confidentially  instruct the Trustee, or
revoke such instruction,  with respect to the voting of allocated  shares.  Upon
timely  receipt of  directions,  the Trustee shall vote the allocated  shares on
each matter as directed by the  Participant.  The Trustee shall vote or not vote
all Manitowoc  Stock held by the  Manitowoc  Stock Fund that is not allocated to
any  Participant's  account and all Manitowoc Stock allocated to a Participant's
account which is not voted by the  Participant  because the  Participant has not
directed (or has not timely directed) the Trustee as to the manner in which such
Manitowoc  Stock is to be voted,  in the same  proportion as those shares of the
Manitowoc  Stock for which the Trustee has  received  proper  direction  on such
matter.  All such voting rights,  instructions,  and directions  received by the
Trustee from a Participant  shall be held in confidence by the Trustee and shall
not be divulged or released to any person,  including directors,  officers,  and
employees of the Company or any Participating Company or Affiliated Company.

          (c)  Notwithstanding  any provisions of the Plan, if there is a tender
offer for, or a request or invitation for tenders,  of shares of Manitowoc Stock
held by the  Manitowoc  Stock Fund,  the Committee  shall furnish  either to the
Trustee,  which  shall  then  furnish  to  each  Participant,   or  directly  to
Participants  at the Trustee's  request,  prompt notice of any such tender offer
for, or request or invitation for tenders of, such shares of Manitowoc Stock and
the Trustee shall request from each Participant instructions as to the tendering
of such Participant's allocated shares (which may include instructions to refuse
to tender).  The Trustee  shall tender only such shares of  Manitowoc  Stock for
which the Trustee has received  (within the time specified in the  notification)
tender instructions. With respect to shares of Manitowoc Stock which are held by
the  Manitowoc  Stock Fund,  but which are not allocated  shares,  and shares of
Manitowoc Stock for which no instructions are received, the Trustee shall tender
such  shares of  Manitowoc  Stock in the same  proportion  as the number of such
shares of Manitowoc Stock for which instructions to tender are received bears to
the  total  number  of such  shares of  Manitowoc  Stock for which  instructions
(whether or not to tender) from Participants have been received. All such tender
instructions  received  by the  Trustee  from a  Participant  shall  be  held in
confidence  by the  Trustee and shall not be divulged or released to any person,
including   directors,   officers,   and  employees  of  the  Company,   or  any
Participating Company or Affiliated Company, or any person making the offer.



                                      -15-
<PAGE>

                SECTION 7. DISTRIBUTION OF BENEFITS AND VESTING

          Section 7.1 Termination of Employment.  Upon Termination of Employment
the  entire  balance  of the  account of a  Participant  shall be  distributable
pursuant to the provisions of the Plan. Such account balance shall be determined
as of the Valuation Date immediately  preceding its distribution except that any
portion of such  accounts  invested  in the  Manitowoc  Stock Fund shall  remain
invested until distributed or transferred to another investment fund pursuant to
the Plan.

          Section 7.2 When Distribution of Accounts Shall Commence.

          (a) The distribution of benefits to a Participant under the Plan shall
generally commence as soon as administratively  practicable after Termination of
Employment,  but in no event  later  than sixty (60) days after the Plan Year in
which occurs the later of the Participant's  attainment of Normal Retirement Age
or the Participant's  Termination of Employment.  However,  if the amount of the
payment to be made to the Participant  cannot be determined by the later of such
dates,  a payment  retroactive to such date may be made no later than sixty (60)
days  after the  earliest  date upon  which the  amount of such  payment  can be
ascertained.

          (b) A Participant  must provide written consent to the distribution of
his or her account if the value of such account  exceeds five  thousand  dollars
($5,000) at the time  distribution is to commence and the  distribution  date is
before the latest  distribution  date described in  subparagraph  (a),  above. A
Participant  may provide the  required  consent and elect,  in  accordance  with
Committee procedures,  to receive the distribution of the Participant's accounts
as soon as administratively  practicable following the Valuation Date coincident
with or  following  the  first  to  occur of the  Participant's  Termination  of
Employment or attainment of Normal  Retirement Age. If such election is not made
by the  Participant  by the  close of the Plan Year  following  the Plan Year in
which his  Termination  of  Employment  occurs,  payment  shall be deferred  for
payment until the latest  distribution  date permitted under  subparagraph  (a),
above.  During such payment deferral period and any installment  payment period,
if  applicable,  such account  balance shall be held and invested in the Capital
Appreciation Fund (as such term is defined in the Trust Agreement).

          (c)  Notwithstanding  the  preceding  subparagraph  (b),  payment of a
Participant's  account  distributable  due to  death  shall  be  made as soon as
administratively   practicable   after  the   Valuation   Date   following   the
Participant's  date of death or, if  elected  by the  Participant's  Beneficiary
provided the  Participant  had reached age fifty-five (55) at the time of death,
in accordance with the extended  distribution  period  described in Section 7.3,
including  the  availability  of  installment  payments as an  optional  form of
payment.

          (d) Lump sum payment of portions of a  Participant's  account  balance
authorized  to be paid  pursuant  to a  Qualified  Domestic  Relations  Order is
specifically  authorized  hereunder,  without  regard  to the age or  employment
status of the Participant.


                                      -16-
<PAGE>

          (e)  Distribution of a Participant's  accounts shall commence no later
than the Participant's  "required  beginning date." In the case of a Participant
who is a five  percent  (5%)  owner,  as defined  in Code  Section  414(q),  the
required  beginning  date is April 1 following  the  calendar  year in which the
Participant  attains  age  seventy  and  one-half  (70 1/2).  In the case of any
Participant  who is not a five  percent  (5%) owner but who attained age seventy
and one-half (70 1/2) on or before  December  31, 1998,  the required  beginning
date is April 1 following the calendar year in which the Participant attains age
seventy and one-half (70 1/2);  provided that any such  Participant who attained
age seventy and one-half  (70 1/2) during 1996,  1997 or 1998 may elect to defer
distribution  until a date not later than April 1 following the calendar year in
which occurs the later of the  Participant's  retirement  or  attainment  of age
seventy  and  one-half  (70  1/2).  In the case of any  other  Participant,  the
required  beginning  date is April 1 following the calendar year in which occurs
the later of the  Participant's  attainment of age seventy and one-half (70 1/2)
or the Participant's retirement.

          Section 7.3 How Accounts Are to Be Distributed.  Accounts  distributed
under the Plan shall be paid in accordance with the following paragraphs:

          (a) Rules if Participant is Living. The normal form of distribution to
a  Participant  shall be a single lump sum payment.  Section 7.14  describes the
rules  regarding  in-kind  distributions  of Manitowoc  Stock. A Participant may
receive  payment in  another  form  permitted  under the Plan and  described  in
paragraph (c), below.

          (b) Rules if Participant is Dead. The normal form of distribution upon
the  death  of  a  Participant  shall  be a  single  lump  sum  payment  to  the
Participant's  Beneficiary.  Section 7.14 describes the rules regarding  in-kind
distributions of Manitowoc  Stock. A Beneficiary  shall have the right to select
an optional  form of  distribution  under  circumstances,  described  below,  as
permitted by applicable regulations.

          (c) Optional Forms of  Distribution.  Optional  forms of  distribution
under the Plan include:

                    (1) A lump sum, including where previously arranged,  direct
          transfer to an individual  retirement  account or successor  qualified
          Plan designated by the  Participant.  Section 7.14 describes the rules
          regarding in-kind distributions of Manitowoc Stock.

                    (2) Installment payments satisfying the minimum distribution
          requirements of the Plan.  Installment payments may only be elected by
          Participants who have reached age fifty-five (55) at the time of their
          Termination of Employment.

          (d)  Determination  of the  Form of  Distribution.  Accounts  shall be
distributed in accordance with the requests of Participants  and  Beneficiaries;
provided,  however,  that applicable rules or regulations shall not be violated.
The  Participant  shall  receive  a written  explanation  of  available  benefit
distribution  alternatives  between  thirty (30) and ninety (90) days before the
date payments are to commence and before the required  consent is obtained.  The
thirty (30) day notice  requirement may be waived so long as


                                      -17-
<PAGE>

distribution  does not  commence  until  seven (7) days have  elapsed  since the
Participant has received such written explanation. Any required consent shall be
obtained before a distribution is made at any time.

          (e) Cash Outs of Small  Accounts.  Notwithstanding  the  request  of a
Participant  or  Beneficiary,  in the event that the  amount of a  Participant's
accounts does not exceed five thousand dollars ($5,000) at the time distribution
is to  commence,  the  Committee  shall  direct the  Trustee to  distribute  the
Participant's  accounts  in a lump  sum as  soon as  administratively  practical
following  the  Valuation  Date  coincident  with or  immediately  following the
Participant's  Termination  of  Employment.  Section  7.14  describes  the rules
regarding in-kind distributions of Manitowoc Stock.

          Section 7.4 Required Distribution Rules.

          (a) All  distributions  from the Plan shall be made in accordance with
the required  distribution  rules of Section  401(a)(9) of the Internal  Revenue
Code and the rules provided in the  applicable  Treasury  regulations  which are
incorporated  herein  by  reference.   The  provisions  of  the  Plan  governing
distributions are intended to apply in lieu of any default provisions prescribed
in the regulations; provided, however, that Code Section 401(a)(9) overrides any
distribution options in the Plan inconsistent with such provisions.

          (b) The minimum amount to be distributed  each calendar year under any
installment payment method hereunder, commencing with the calendar year in which
payments are required to commence hereunder, shall not be less than the quotient
obtained by dividing  the  Participant's  benefit in the Plan by the  applicable
life expectancy. The term "applicable life expectancy" means the life expectancy
(or joint and last survivor expectancy) determined by use of the expected return
multiples in Tables V and VI of Treasury  Regulation  ss.1.72-9,  reduced by one
for each calendar year which has elapsed since the life expectancy (or joint and
last survivor expectancy) was calculated; where life expectancy is recalculated,
the  term  "applicable  life  expectancy"   means  the  life  expectancy  as  so
recalculated. The following paragraphs also apply:

                    (1) Life expectancies are calculated using the Participant's
          attained age (or Beneficiary's attained age) as of the date determined
          in accordance with applicable regulations.

                    (2)  The  life   expectancy  of  the   Participant   or  the
          Participant's  spouse (or the joint life and last survivor  expectancy
          of the Participant and the Participant's spouse) shall be recalculated
          annually in accordance  with  applicable  regulations  for purposes of
          determining all distributions  required under Section 401(a)(9) of the
          Internal Revenue Code.

                    (3)  The   Participant's   benefit   in  the  Plan  used  in
          determining  the minimum  distribution  for a calendar year in which a
          distribution  is  required  to be  made is the  Participant's  account
          balance in the Plan as of the last Valuation Date in the calendar year
          immediately  preceding  any calendar year in which a  distribution  is
          required  to  be  made,   adjusted  in  accordance   with   applicable
          regulations.


                                      -18-
<PAGE>

          (c)  Distributions  under the Plan in each calendar year shall satisfy
the minimum  distribution  incidental  benefit  requirement,  as provided  under
applicable  regulations.  Any  distribution  required under the incidental death
benefit  requirements  of Section  401(a) of the Internal  Revenue Code shall be
treated as a distribution required under this Section 7.4.

          Section 7.5  Nonalienation  of Benefits.  The account balances payable
under this Plan shall not be subject in any manner to anticipation,  alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution,
or levy of any kind,  either  voluntary or involuntary,  prior to actually being
received by the person  entitled to the benefit under the terms of the Plan; and
any attempt to anticipate,  alienate, sell, transfer,  assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable hereunder, shall be
void.  The Trust Fund shall not in any manner be liable  for, or subject to, the
debts,  contracts,  liabilities,  engagements or torts of any person entitled to
benefits hereunder. The creation,  assignment,  or recognition of a right to any
benefit payable with respect to a Participant  pursuant to a Qualified  Domestic
Relations  Order or any offset of benefits  against an amount a  participant  is
ordered to pay in connection with a violation of ERISA  fiduciary  duties to the
Plan,  as permitted by Code  Section  401(a)(13)(C),  shall not be treated as an
assignment or alienation under this Section.

          Section 7.6 Procedures on Receipt of a Domestic Relations Order.

          (a) If the plan  receives a domestic  relations  order which  creates,
assigns,  or  recognizes  any  right to a  benefit  payable  with  respect  to a
Participant,  the Committee  shall  determine  whether such order is a Qualified
Domestic  Relations  Order in accordance  with written uniform rules that comply
with Section 206(d)(3)(G)(ii) of ERISA.

          (b) The Committee shall then notify the Participant and each alternate
payee  under  the order as to the  receipt  of the  order,  the  procedures  for
determining whether the order is qualified and the final determination  within a
reasonable  period of time,  or such period as may be  specified  in  applicable
regulations.

          (c) During the period of  determining  whether the order is qualified,
the Committee shall separately  account for any amounts that would be payable to
the alternate  payee during such period if the order had been determined to be a
Qualified Domestic Relations Order. Such separate accounting is not required for
amounts that would not otherwise be paid during the determination period.

          (d) If within the eighteen (18) month period  beginning  with the date
on which the first  payment  would be required  to be made under the order,  the
order is  determined to be a Qualified  Domestic  Relations  Order,  the amounts
specified in the order as payable  shall be paid to the  alternate  payee in the
method  specified  in such  order,  or if none,  in the method  selected  by the
alternate  payee  provided such method has the same effect on the Plan as a lump
sum payment of such amount.  If the payment method  specified in such order does
not have the effect on the Plan of a lump sum  payment,  then such amount  shall
not be  distributable  until all of the  necessary  conditions  for  payment  of
Section 7 have been  satisfied.  If the order is not determined to be qualified,
or the determination is not resolved within such


                                      -19-
<PAGE>

eighteen (18) month period, the Committee shall pay such benefits that have been
separately accounted for (plus interest) to the Participant,  or Beneficiary, if
any, who would  otherwise  have received such benefits if the order had not been
issued.  Any amounts that would be payable to an alternate  payee  designated in
the  order,  except  that  such  alternate  payee  cannot be  located,  shall be
allocated  to the  accounts of all  Participants  and  considered  as  forfeited
amounts.  Such forfeited  amounts shall be paid to the alternate  payee from the
Trust Fund, out of future forfeitures and/or earnings if such alternate payee is
later located. The Plan shall not be treated as failing to meet the requirements
of  subsection  (a) or (k) of Section  401 of the  Internal  Revenue  Code which
prohibit payment of benefits before  Termination of Employment  solely by reason
of payments to an alternate  payee  pursuant to a Qualified  Domestic  Relations
Order.



                                      -20-
<PAGE>

          Section 7.7 Payment of Taxes.  The Committee may direct the Trustee to
deduct,  withhold,  and transmit to the proper tax authorities any tax which may
be  permitted or required to be deducted  and  withheld,  and the balance of the
account  in such  case  shall  be  correspondingly  reduced.  In  addition,  the
Committee,  as a condition of directing the payment of any account balance,  may
require the Participant or the Participant's Beneficiary, as the case may be, to
furnish it with proof of payment,  or such reasonable  indemnity therefor as the
Committee may specify,  of all income,  inheritance,  estate,  transfer,  legacy
and/or  succession taxes, and all other taxes of any different type or kind that
may be imposed under or by virtue of any law upon the payment, transfer, descent
or distribution of said benefit and for the payment of which either the Company,
the Trust  Fund or the  Committee,  in the  judgment  of the  Committee,  may be
directly or indirectly liable.

          Section 7.8  Incompetent  Payee.  If any  Participant  or  Beneficiary
entitled to receive  benefits  hereunder  is, in the  judgment of the  Committee
based upon a physician's examination, unable to take care of his affairs because
of mental  condition,  illness,  or  accident,  any  payment due such person may
(unless  prior claim  therefor  shall have been made by a qualified  guardian or
other legal  representative)  be paid for the benefit of such Participant to his
spouse, child, parent,  brother or sister, or other person who in the opinion of
the Committee  has incurred  expense for, or is  maintaining,  or has custody of
such  Participant.  The  Committee  shall not be  required  to see to the proper
application of any such payment made to any person pursuant to the provisions of
this Section,  and any such payment so made shall be a complete discharge of the
liability  of the  Trust  Fund,  the  Committee  and the  Participating  Company
therefor.

          Section 7.9  Notice,  Place and Manner of Payment.  Any  payments  due
hereunder  shall be made on demand at such office as the  Trustee may  maintain;
provided,  however,  that any person from time to time entitled to such payments
may by notice in writing to the Trustee  specify a Post Office  address to which
such payment shall be remitted.

          Section 7.10 Source of Benefits.  All benefits to which  persons shall
become  entitled  hereunder  shall be provided  only out of the Trust  Fund.  No
benefits are provided under the Plan except those expressly described herein.

          Section 7.11 Voluntary Withdrawals. A Participant shall have the right
to request a withdrawal from his account balance if the Participant has attained
at least age fifty-nine and one-half (59-1/2). Such a request need not be due to
financial  hardship  and may include  the entire  amount in such  account.  If a
Participant  makes a withdrawal  pursuant to this Section 7.11, such Participant
shall not be eligible to make another  voluntary  withdrawal  under this Section
7.11 until he has  completed  at least sixty (60)  months of Plan  participation
after  the  date of the  previous  withdrawal.  Distributions  pursuant  to this
Section 7.11 shall be made on a prorata basis from the investment funds utilized
by the Participant's account.

          Section 7.12 Loans to Participants.  Upon the written application of a
Participant filed with the Committee which demonstrates  financial hardship, the
Committee


                                      -21-
<PAGE>

shall  direct  the  Trustee  to  make  a loan  to  such  Participant  out of the
Participant's  account balance in the Plan. The following  paragraphs shall also
be applicable:

          (a) This Section  7.12 applies only to an employee of a  Participating
Company  who has an  account  balance  in the Plan  attributable  (i) to his own
participation  herein or (ii) to the participation of a deceased  Participant of
whom the  employee  is a  Beneficiary.  An  employee  in  either  of  these  two
categories shall be referred to as a "borrower." With respect to an employee who
is in both of these  categories,  the  limitations in  subparagraph  (b), below,
shall  apply in the  aggregate  to all of his account  balances in the Plan.  In
addition,  this loan program shall also be extended to Participants  who are not
employees of a Participating Company and who qualify as parties in interest with
respect to the Plan, as defined in ERISA 3(14), and who have account balances in
the Plan.

          (b) Upon filing a proper written application with the Committee, which
shall include  demonstration  of financial  hardship,  an eligible  borrower may
borrow  against his account  balance.  The maximum  loan amount shall not exceed
one-half  (1/2)  the  value of his  account  balance  as of the  Valuation  Date
immediately  preceding  such written  application;  or, if less,  fifty thousand
dollars  ($50,000)  reduced by the excess  (if any) of the  highest  outstanding
balance of all loans in the preceding  one (1) year period over the  outstanding
loan  balance on the date of the current  loan.  Minimum  loan size shall be one
thousand  dollars  ($1,000) and a borrower  shall  maintain no more than one (1)
loan at any time.

          (c)  "Financial  hardship,"  for  this  purpose,  means  that the loan
proceeds are needed by the borrower to satisfy an immediate and heavy  financial
need of the  borrower.  The  following  expenses  are  the  only  categories  of
financial hardship which shall be deemed immediate and heavy financial needs:

                    (1) Medical  expenses,  described  in Section  213(d) of the
          Internal Revenue Code,  previously  incurred by the  Participant,  the
          Participant's spouse, or any dependents of the Participant (as defined
          in Section 152 of the Internal Revenue Code), or amounts  necessary to
          obtain such medical care;

                    (2) Costs (excluding  mortgage payments) directly related to
          purchase of a principal residence for the Participant;

                    (3) Payment of tuition and related  educational fees for the
          next  twelve  (12)  months  of   post-secondary   education   for  the
          Participant, the Participant's spouse, children, or dependents;

                    (4)  Payments  necessary  to  prevent  the  eviction  of the
          Participant  from the  Participant's  residence or  foreclosure on the
          mortgage of the Participant's principal residence; or

                    (5) Such other  financial  needs which the  Commissioner  of
          Internal  Revenue  deems to be  immediate  and heavy  financial  needs
          through  the  publication  of


                                      -22-
<PAGE>

          revenue rulings, notices, and other documents of general applicability
          rather than of a particular application to a certain individual.

          (d) All loans  shall bear  interest  commensurate  with the rate which
would be charged by  commercial  lenders for similar  loans in  accordance  with
Department of Labor  Regulation ss.  2550.408b-1 as determined by the Committee.
The  duration  of the loan  shall be such  period as may be  agreed  upon by the
borrower and the  Committee but in no event shall the term exceed five (5) years
in duration.  All loans shall be due and payable in accordance with the terms of
the loan,  upon an event of  default  described  below,  or if  earlier,  when a
taxable  distribution  is made  (i) in the  case  of a  borrower  employed  by a
Participating  Company or an  Affiliated  Company when the loan is entered into,
after termination of employment,  or (ii) in the case of a borrower not employed
by a  Participating  Company or an  Affiliated  Company when the loan is entered
into,  after the death of the  borrower.  The  amount  otherwise  payable to the
Participant  or his  spouse or other  Beneficiary  shall be offset by any unpaid
principal and interest on the loan.

          (e) Each loan shall  require  regular  amortization  of principal  and
interest by payroll  deduction,  if applicable,  but in no event less frequently
than on a  quarterly  basis.  The terms  and  conditions  of each loan  shall be
incorporated in a promissory note executed by the borrower. Every borrower shall
receive a clear  statement  of the charges  involved  in each loan  transaction,
which shall  include the dollar  amount and annual  interest rate of the finance
charge.

          (f) Amounts  loaned to a borrower  shall be withdrawn  proportionately
from the investment  funds in which the borrower's  account  balance is invested
other than from the  Manitowoc  Stock Fund,  first,  and then from the Manitowoc
Stock  Fund,  as needed,  to provide  the full  proceeds  of the loan,  and such
borrowed  amounts  shall not  thereafter  share in fund  earnings,  but shall be
investments  for the  benefit  of the  borrower's  account  to be  treated  as a
segregated  loan  account.  All loans  shall be  secured to the  maximum  extent
permitted by law by the borrower's  account balance in the Plan.  Amounts repaid
to a  borrower's  segregated  loan  account  shall be  deposited  to the  Plan's
investment  funds  pursuant to the  investment  election  then in effect for the
borrower.

          (g) If a Participant  defaults in the making of any payments on a loan
when due and such default  continues  until the end of the calendar year quarter
following the calendar year quarter in which the required payment was due, or in
the event of the Participant's bankruptcy,  impending bankruptcy,  insolvency or
impending insolvency,  the loan shall be deemed to be in default, and the entire
unpaid balance with accrued  interest shall become due and payable.  The Trustee
may pursue collection of the debt by any means generally available to a creditor
where a promissory note is in default,  or, if the entire amount due is not paid
by the end of the  grace  period  described  above,  the  Trustee  may apply the
balance in the Participant's account in satisfaction of the unpaid principal and
accrued interest at such time as determined by the Administrator  which will not
risk disqualification of the Plan.


                                      -23-
<PAGE>

          (h) Notwithstanding  the foregoing,  the Committee may adopt rules and
procedures  for deferring  payments for limited time periods,  not to exceed six
(6)  months,  during  which the  borrower  is  absent  from work due to Leave of
Absence or maternity or paternity  leave.  The  Committee  may impose such other
rules,  requirements or restrictions  relating to loans as it shall determine to
be  necessary  or  appropriate  from  time to time.  Notwithstanding  any  other
provision to the contrary,  special costs and fees  associated with a borrower's
loan may be charged directly to the borrower's account.

          (i) In the event  that the  borrowing  Participant's  account  becomes
distributable  before  repayment  in  full  of all  principal  and  interest  on
outstanding  loans,  the note evidencing any outstanding loan may be distributed
to the Participant in full satisfaction of the remaining indebtedness.

          (j) All loans shall be subject to the consent of the Participant which
is deemed to be provided upon the making of the loan.

          Section 7.13 Direct Transfer of Eligible Rollover Distributions.

          (a)  Notwithstanding  any  provision of the Plan to the contrary  that
would otherwise limit a distributee's election under this section, a distributee
may elect, at the time and in the manner prescribed by the Committee to have any
portion of an  eligible  rollover  distribution  paid  directly  to an  eligible
retirement  plan specified by the distributee in a direct rollover as such terms
are defined herein.

          (b) An eligible  rollover  distribution is any  distribution of all or
any  portion of the  balance to the credit of the  distributee,  except  that an
eligible rollover distribution does not include: any distribution that is one of
a series of  substantially  equal periodic  payments (not less  frequently  than
annually) made for the life (or life expectancy) of the distributee or the joint
lives (or joint life  expectancies)  of the  distributee  and the  distributee's
designated  beneficiary,  or for a  specified  period of ten years or more;  any
distribution to the extent such distribution is required under Section 401(a)(9)
of the  Code;  effective  after  December  31,  1998,  any  hardship  withdrawal
hereunder;  and the portion of any distribution  that is not includable in gross
income   (determined   without  regard  to  the  exclusion  for  net  unrealized
appreciation with respect to employer securities).

          (c) An eligible  retirement plan is an individual  retirement  account
described  in  Section  408(a) of the Code,  an  individual  retirement  annuity
described in Section  408(b) of the Code,  an annuity plan  described in Section
403(a) of the Code,  or a qualified  trust  described  in Section  401(a) of the
Code, that accepts the distributee's eligible rollover distribution. However, in
the case of an  eligible  rollover  distribution  to the  surviving  spouse,  an
eligible  retirement  plan is an  individual  retirement  account or  individual
retirement annuity.

          (d)  A  distributee  includes  an  employee  or  former  employee.  In
addition,   the  employee's  or  former  employee's  surviving  spouse  and  the
employee's  or former  employee's  spouse or former  spouse who is the alternate
payee under a qualified  domestic


                                      -24-
<PAGE>

relations order, as defined in Section 414(p) of the Code, are distributees with
regard to the interest of the spouse or former spouse.

          (e) A  direct  rollover  is a  payment  by the  Plan  to the  eligible
retirement plan specified by the distributee.

          Section 7.14  Distributions  of Manitowoc  Stock.  Any distribution of
account  balances  held in the  Manitowoc  Stock Fund,  due to be made under the
provisions of this Section 7 upon a Participant's  Termination of Employment for
any  reason,  which are  payable to a former  Participant  in a single  lump sum
amount,  shall be made in the form of shares of  Manitowoc  Stock  provided  the
Participant has at least one hundred (100) shares of such stock allocated to his
account in the Manitowoc Stock Fund. Lump sum  distributions of account balances
in the Manitowoc Stock Fund comprising fewer than one hundred (100) shares,  and
distributions to  Beneficiaries  upon the death of a Participant or to alternate
payees pursuant to a Qualified  Domestic  Relations Order shall be made in cash,
except to the extent the  Participant  (or  Beneficiary or alternate  payee,  if
applicable) specifically elects to take such distribution in shares of Manitowoc
Stock.  Plan accounts in the Manitowoc  Stock Fund shall remain invested in such
stock until  distributed.  The Committee may revise the foregoing  rules, in its
discretion,  to permit additional  flexibility to make cash  distributions  more
generally available.




                                      -25-
<PAGE>

                         SECTION 8. PLAN ADMINISTRATION

          Section  8.1  The   Administrative   Committee.   The  Plan  shall  be
administered by an Administrative  Committee (the  "Committee")  pursuant to the
following paragraphs:

          (a) The  Committee  shall be the Company or such member or members who
shall be appointed by and serve at the pleasure of the Board of Directors.  Upon
the death,  resignation,  removal or inability to serve of any Committee member,
the Board of Directors may, but need not, name his successor.  Any member of the
Committee  may  resign  at  any  time  by  delivering  written  notice  of  such
resignation to the Company.  The Board of Directors  shall have the right at any
time, with or without cause or notice, to remove any member of the Committee.

          (b) Members of the Committee shall not be entitled to compensation for
performing  their  duties  as  Committee  members,  but  shall  be  entitled  to
reimbursement  for any  expenses  reasonably  incurred  in  connection  with the
administration of the Plan which are not otherwise paid by the Company.

          (c) The Committee  shall be the Plan  administrator  and shall control
and  manage  the  operation  and  administration  of  the  Plan,  including  the
following:

                    (1) The Committee shall from time to time certify in writing
          to  the  Trustee  the  names  of  retired,   terminated   or  deceased
          Participants,  the payment method selected with respect to any account
          balances  payable to such  persons  and the date such  payments  shall
          commence and  terminate,  all in  accordance  with the Plan.  Any such
          notice from the Committee  shall be deemed  adequate by the Trustee if
          signed  by  any  member  of the  Committee  or  the  Committee's  duly
          authorized agent.

                    (2) The Committee shall file such reports with  governmental
          authorities  as may be  required by law and which are not filed by the
          Trustee.

                    (3) The  Committee may adopt and  promulgate  such rules and
          regulations,  not inconsistent  with the terms and provisions  hereof,
          for the administration of the Plan as it deems necessary. From time to
          time,  the  Committee  may  amend  or  supplement  any  such  rules or
          regulations.  The Committee shall decide any questions of eligibility,
          participation,   benefit   payments   and  any  other   questions   of
          interpretation relating to the Plan.

                    (4) The  Committee  shall  review  claims  for  benefits  in
          accordance with the Plan's claims procedures.

                    (5) The Committee shall prescribe  procedures to be followed
          and forms to be used in electing any alternatives  available under the
          Plan and to apply for benefits under the Plan.

                    (6) The  Committee  shall  prepare and  distribute,  in such
          manner as the Committee determines appropriate, information explaining
          the Plan.


                                      -26-
<PAGE>

                    (7) The  Committee  shall  receive from the Company and from
          Participants  such  information  as shall be necessary  for the proper
          administration of the Plan. The Committee shall be entitled to rely on
          any such information so received.

                    (8) The  Committee  shall have no power to add to,  subtract
          from or modify  any of the  terms of the Plan,  or to change or add to
          any  benefits  provided by the Plan,  or to waive or fail to apply any
          requirements of eligibility for benefits under the Plan.

          (d) A majority  of the members of the  Committee  shall  constitute  a
quorum. The approval of such a quorum,  expressed from time to time by a vote at
a meeting,  or in writing without a meeting,  shall constitute the action of the
Committee and shall be valid and  effective  for all purposes of this Plan.  The
acts and  determinations  of the Committee  made in good faith within the powers
conferred upon it by this Plan shall be valid and final and conclusive  (subject
only to change  pursuant to the provisions of this Plan) for all purposes of the
Plan.

          (e)  Discretionary  actions of the Committee shall be made in a manner
which  does not  discriminate  in  favor of  shareholders,  officers  or  highly
compensated   employees.   In  the  event  the  Committee  is  to  exercise  any
discretionary  authority  with respect to a  Participant  who is a member of the
Committee,   such   discretionary   authority  shall  be  exercised  solely  and
exclusively by those members of the Committee  other than such  Participant.  If
the  Participant  is the  sole  member  of  the  Committee,  such  discretionary
authority shall be exercised solely and exclusively by the Board of Directors.

          (f) By unanimous vote,  members of the Committee may allocate specific
responsibilities  among  themselves.  Also by unanimous  vote, the Committee may
delegate  to persons  other than  members  of the  Committee  some or all of its
discretionary  authority to control and manage the operation and  administration
of the Plan. However,  the Committee may not delegate its power to review claims
under the Plan's claims procedures.

          (g)  The   Committee   may   appoint   such   advisors,   agents   and
representatives  as it shall deem  advisable and may also employ such  clerical,
legal, and medical counsel as it deems necessary. Any action taken by a properly
authorized agent of the Committee shall be deemed taken by the Committee.

          (h) The Company  shall  indemnify  and hold  harmless  each  Committee
member  and  employee  against  all  liabilities,  losses,  costs and  expenses,
including reasonable attorney's fees, incurred or suffered by any such member or
employee in connection with such person's  management or administration,  at any
time, of this Plan; provided,  however,  that such indemnity shall not extend to
the willful misconduct or gross negligence of any such person.



                                      -27-
<PAGE>

          Section 8.2 Agent for Legal Process.  The Company shall designate,  by
action of its Board of  Directors,  an agent for service of legal  process  with
respect to any matter concerning the Plan.

          Section 8.3 Claims Procedures. Claims made for benefits under the Plan
shall be processed in accordance with the following paragraphs:

          (a) Claims for benefits shall be made in writing to the Committee.

          (b) If a claim  made for  benefits  by a  Participant  or  Beneficiary
("claimant") is not approved in its entirety,  the claimant shall be so notified
in writing by the  Committee or its duly  authorized  agent  within  ninety (90)
days.  Notice  wholly or partially  denying a claim shall be written in a manner
calculated to be understood by the claimant and contain: (i) the specific reason
or reasons  for the  denial,  (ii)  specific  reference  to the  pertinent  Plan
provisions on which the denial is based,  (iii) a description  of any additional
material or  information  necessary for the claimant to perfect the claim and an
explanation  of why such  material  or  information  is  necessary,  and (iv) an
explanation  of the review  procedure set forth in the following  paragraphs (c)
and (d). If such written notice of denial is not furnished within the prescribed
time,  the claim shall be deemed denied for purposes of proceeding to the review
stage described below.

          (c) A claimant  whose claim for benefits  hereunder has been wholly or
partially denied, or his duly authorized representative, may request a review of
such denial by the  Committee.  A request for review shall be made in writing to
the  Committee  within sixty (60) days after  receipt by the claimant of written
notification  of denial of such claim and may contain  issues and comments  with
respect  to the claim.  A claimant  who  submits a request  for review  shall be
entitled to access documents pertinent to his claim.

          (d) Upon  receipt of a request for review of a denial of a claim,  the
Committee  shall,  within  sixty  (60)  days,  review in detail  the  nature and
foundations  of the claim,  including  any issues and comments  submitted by the
claimant  or his duly  authorized  representative  and the reasons for the prior
denial of the claim.  After a full and fair review,  the Committee  shall render
its decision in writing to the  claimant.  The decision on review shall  include
the specific reasons for the decision,  be written in a manner  calculated to be
understood  by the  claimant,  and  shall  include  specific  references  to the
pertinent Plan  provisions on which the decision is based.  The Committee  shall
have  discretionary  authority  to  determine  eligibility  for  benefits and to
construe the terms of the Plan. Any such  determination or construction shall be
final and binding on all parties unless arbitrary and capricious.

          Section 8.4 Records.  Each Participating Company and each other person
performing any functions in the operation or  administration  of the Plan or the
management  or control of the assets of the Plan shall keep such  records as may
be necessary or  appropriate  in the  discharge  of their  respective  functions
hereunder, including records required by the Employee Retirement Income Security
Act or any other  applicable law. Records shall be


                                      -28-
<PAGE>

retained as long as necessary for the proper  administration  of the Plan and at
least for any period required by said Act or other applicable law.

          Section  8.5  Correction  of  Errors.  It is  recognized  that  in the
operation and  administration  of the Plan certain  mathematical  and accounting
errors  may be made or  mistakes  may  arise by  reason  of  factual  errors  in
information  supplied to the Trustee, a Participating  Company or the Committee.
Each such party shall have power to cause such equitable  adjustments to be made
to correct such errors as they, in their discretion,  consider appropriate. Such
adjustments shall be final and binding on all persons.

          Section 8.6 Evidence.  Evidence required of anyone under this Plan may
be by certificate,  affidavit,  document,  or other  instrument which the person
acting in reliance  thereon  considers  to be  pertinent  and reliable and to be
signed, made, or presented by the proper party.

          Section 8.7 Bonding. Plan officials and fiduciaries shall be bonded to
the  extent  required  by ERISA.  Premiums  for such  bonding  may,  in the sole
discretion  of a  Participating  Company,  be paid in whole or in part  from the
Trust Fund. A  Participating  Company may provide by  agreement  with any person
that the premium for required bonding shall be paid by such person.

          Section 8.8 Waiver of Notice.  Any notice  required  hereunder  may be
waived by the person entitled thereto.



                                      -29-
<PAGE>

                             SECTION 9. TRUST FUND

          Section  9.1  Composition.  All sums of money and all  securities  and
other property  received by the Trustee for purposes of the Plan,  together with
all  investments  made  therewith,  the proceeds  thereof,  and all earnings and
accumulations thereon, and the part from time to time remaining shall constitute
the "Trust Fund." The Trust Fund shall be held in trust pursuant to the terms of
this Plan. The Trust Fund shall be segregated from the assets of the Company.

          Section 9.2 The Trust  Agreement.  In order to implement the Plan, the
Company  has   previously   entered  into  The  Manitowoc   Company   Employees'
Profit-Sharing  Trust. The selection and appointment of the Trustee of the Trust
Fund shall be made by the Board of Directors.  The Board of Directors shall have
the right at any time to  remove a Trustee  and  appoint  a  successor  thereto,
subject only to the terms of the Trust  Agreement.  The Board of Directors shall
have the right to  determine  the form and  substance  of the  Trust  Agreement,
subject only to the  requirement  that the terms are not  inconsistent  with the
provisions of the Plan.

          Section 9.3  Compensation,  Reimbursement.  The Trustee,  other than a
Trustee  who  is  also  a  Participant  under  the  Plan  or  an  employee  of a
Participating Company, shall be entitled to receive reasonable  compensation for
services  as  Trustee  in such  amount as may be  agreed  upon from time to time
between the Participating Company and the Trustee. The Trustee shall be entitled
to  reimbursement  for all  expenses  reasonably  incurred by the Trustee in the
performance of services. Such compensation and reimbursements shall be paid from
the Trust Fund unless paid by a Participating Company.

          Section 9.4 No Diversion.  The Trust Fund shall be maintained  for the
exclusive purpose of providing benefits to Participants under the Plan and their
Beneficiaries  and defraying  reasonable  expenses of administering the Plan. No
part of the corpus or income of the Trust Fund may be used for, or diverted  to,
purposes  other than for the  exclusive  benefit of Plan  Participants  or their
Beneficiaries.  Notwithstanding  the foregoing,  the following  paragraphs shall
apply:

          (a) The  establishment of the Plan by the  Participating  Companies is
contingent upon obtaining  initial  approval of the Internal  Revenue Service of
the Plan.  In the event that the Internal  Revenue  Service fails to approve the
Plan, the Trustee shall promptly proceed to return all contributions made by the
Company  with  respect  to Plan  Years  after  the  effective  date of the  Plan
hereunder  to those  Participating  Companies in the  proportions  in which such
contributions  were  made.  In no  event  shall  the  amounts  described  in the
preceding  sentence  be  returned  later than one (1) year after the date of the
final denial of qualification of the Plan, including the final resolution of any
appeals before the Internal Revenue Service or the courts.

          (b) If a contribution  is made by reason of mistake of fact, then such
contribution shall be returned to the Participating Companies in the proportions
in which such  contributions were made within one (1) year after the payment was
made.


                                      -30-
<PAGE>

          (c)  All   contributions   to  the  Plan  are   conditioned  on  their
deductibility.  To the extent that a deduction is disallowed  such  contribution
shall be returned to the  Participating  Companies in the  proportions  in which
such contributions were made within one (1) year after the disallowance thereof.

          (d) In the case of a  termination  of the  Plan as to a  Participating
Company,  any residual assets  attributable to such Participating  Company which
are held in  suspense  pursuant  to Code  Section  415 shall be  returned to the
Participating Company.




                                      -31-
<PAGE>

            SECTION 10. ADOPTION, AMENDMENT, TERMINATION AND MERGER

          Section 10.1 Adoption of Plan by Additional Company. The Committee may
extend  the  Plan  to  Eligible  Employees  of any  Affiliated  Company  and the
participation  of such  Participating  Group shall be effective upon appropriate
action being taken by such  Affiliated  Company  necessary to adopt the Plan. If
any persons become Eligible  Employees of a Participating  Company as the result
of merger or consolidation or as the result of acquisition of all or part of the
assets or business of another  company,  the Committee  shall  determine to what
extent,  if any,  Plan coverage is to be extended to such merged,  acquired,  or
consolidated employees. The following paragraphs shall also be applicable:

          (a)  Each  adopting  Company  shall  participate  in  the  Trust  Fund
hereunder.

          (b) The Trustee may, but shall not be required to,  commingle and hold
as one Trust Fund all contributions made by all adopting Companies.

          (c) The Board of Directors  shall have the sole authority to amend the
Plan and Trust and the Committee shall have the sole authority to administer the
Plan.

          (d)  Any  company   participating   in  the  Plan  may  terminate  its
participation  in the Plan and Trust by  appropriate  action.  In that event the
funds held on account of the employees of the  terminating  company,  and unpaid
balances of former employees of such company,  shall be segregated to a separate
trust,  pursuant  to  certification  by the  Committee  to the Trustee to do so,
continuing  the Plan as a separate  plan for the employees of that company under
which the board of directors of that company  shall succeed to all of the powers
and duties of the Board of Directors,  including  appointment  of the members of
the committee of that separate plan.  Alternatively,  upon  certification by the
Committee to the  Trustee,  other  appropriate  disposition  of the  terminating
company's Plan assets shall be made.

          Section 10.2  Amendment.  Subject to the  nondiversion  provisions  of
Section 9, the Board of Directors  may amend the Plan at any time and, from time
to time, with respect to all Participating  Companies.  No amendment of the Plan
shall have the effect of changing  the  rights,  duties and  liabilities  of the
Trustee without its written consent.  No amendment shall divest a Participant or
Beneficiary of benefits accrued prior to the amendment or eliminate any optional
form of benefit. The Company agrees that promptly upon adoption of any amendment
to the Plan, it will furnish a copy of the amendment together with a certificate
evidencing  its due  adoption,  to the  Trustee  then  acting  and to any  other
Participating  Companies.  No amendment  necessary to comply with any applicable
law,  regulation,  or order of the  Internal  Revenue Code or ERISA or any other
provision of law shall be considered  prejudicial  to the rights of any employee
or his Beneficiaries.

          Section 10.3 Reorganizations of Participating  Companies. In the event
two (2) or more  Participating  Companies shall be consolidated or merged, or in
the event one (1) or more  Participating  Companies  shall acquire the assets of
another  Participating  Company,  the Plan  shall be deemed  to have  continued,
without termination and without a complete


                                      -32-
<PAGE>

discontinuance  of  contributions,  as to  all of  the  Participating  Companies
involved  in such  reorganization  and their  Eligible  Employees,  except  that
employees whose Termination of Employment shall occur at the time of and because
of such  reorganization  shall  be  entitled  to  benefits  as in the  case of a
termination  of the  Plan.  In  such  event,  in  administering  the  Plan,  the
corporation  resulting from the consolidation,  the surviving corporation in the
merger,  or the employer  acquiring  all of the assets shall be  considered as a
continuation of the Participating Companies involved in the reorganization.

          Section 10.4 Termination. The Plan may be terminated by the Company in
full or in part. An employer which has  discontinued  its sole  participation in
the Plan with the other  Participating  Companies  shall  also have the right to
terminate its separate plan which resulted from such  discontinuance at any time
by action of its board of directors. Any such voluntary termination of the Plan,
or separate plan, shall be made in compliance with all applicable  provisions of
law.

          Section 10.5 Discontinuance of Contributions. Whenever a Participating
Company  determines  that it is  impossible to or not advisable to allow further
contributions  as  provided in the Plan,  its board of  directors  may,  without
discontinuing  its  participation in the Plan,  adopt an appropriate  resolution
permanently  discontinuing  all further  contributions  to the Plan. A certified
copy of such  resolution  shall be delivered to the  Committee  and the Trustee.
Thereafter,  the  Committee and the Trustee  shall  continue to  administer  all
provisions  of the Plan  which are  necessary  and  remain in force,  other than
provisions relating to contributions by such Participating Company.

          Section  10.6  Rights  Upon  Termination,   Partial   Termination  and
Discontinuance  of Contributions.  Notwithstanding  any other provisions of this
Plan, the account balance of each affected  Participant shall remain one hundred
percent (100%) vested upon termination or partial  termination of the Plan as to
such Participant.

          Section 10.7 Deferral of Distributions.  In the event of a complete or
partial  termination  of the Plan,  the  Committee  or the Trustee may defer any
distribution of benefit payments to Participants and Beneficiaries  with respect
to which such termination applies until after the following have occurred:

          (a) Receipt of a final  determination from the Treasury  Department or
any court of competent  jurisdiction regarding the effect of such termination on
the qualified  status of the Plan under Section  401(a) of the Internal  Revenue
Code.

          (b) Appropriate  adjustments of the Trust Fund to reflect taxes, costs
and expenses, if any, incident to such termination.

          Section 10.8 Merger,  Consolidation or Transfer of Plan Assets. In the
case of any merger or  consolidation  of the Plan with any other plan, or in the
case of the  transfer  of assets or  liabilities  of the Plan to any other plan,
provision shall be made so that each Participant and Beneficiary  would (if such
other plan then  terminated)  receive a benefit  immediately  after the  merger,
consolidation or transfer which is equal to or greater than the


                                      -33-
<PAGE>

benefit he would have been  entitled to receive  immediately  before the merger,
consolidation or transfer (if the Plan had then terminated).



                                      -34-
<PAGE>

           SECTION 11. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES

          Section 11.1 Fiduciaries.  The Board of Directors,  the Committee, any
investment manager,  and the Trustee shall be deemed to be the only fiduciaries,
named and  otherwise,  of the Plan and Trust Fund for all purposes of ERISA.  No
named  fiduciary  designated  in this Section 11.1 shall be required to give any
bond  or  other  security  for  the  faithful  performance  of  its  duties  and
responsibilities  with respect to the Plan and/or  Trust Fund,  except as may be
required from time to time under ERISA.

          Section 11.2 Allocation of Fiduciary  Responsibilities.  The fiduciary
responsibilities (within the meaning of ERISA) allocated to each named fiduciary
designated in Section 11.1 hereof shall consist of the responsibilities, duties,
authority and discretion of such named  fiduciary  which are expressly  provided
herein and in any related  documents.  Each such named  fiduciary may obtain the
services of such legal,  actuarial,  accounting and other assistants as it deems
appropriate, any of whom may be assistants who also render services to any other
named fiduciary, the Plan and/or the Participating Companies; provided, however,
that where such services are obtained,  the named  fiduciary shall not be deemed
to have  delegated any of its fiduciary  responsibilities  to any such assistant
but shall retain full and complete  authority  over and  responsibility  for any
activities of such assistant.  The Board of Directors,  Trustee,  any investment
manager,  Committee and any individual  members thereof shall not be responsible
for  any  act or  failure  to act of any  other  one of  them  except  as may be
otherwise specifically provided under ERISA.

          Section 11.3 General  Limitation  on  Liability.  Neither the Board of
Directors,  the Committee,  the Trustee,  any  investment  manager nor any other
person or entity,  including  the Company and its  shareholders,  directors  and
employees,  guarantees the Trust Fund in any manner against loss or depreciation
and none of them shall be jointly or severally  liable for any act or failure to
act or for anything  whatever in connection with the Plan and the Trust Fund, or
the administration  thereof,  except and only to the extent of liability imposed
because of a breach of fiduciary  responsibility  specifically  prohibited under
ERISA.

          Section 11.4  Multiple  Fiduciary  Capacities.  Any person or group of
persons may serve in more than one  fiduciary  capacity with respect to the Plan
and/or the Trust Fund.

          Section  11.5  Responsibility  of  Insurance  Companies.  No insurance
company issuing  contracts upon the application of the Trustee or the Company or
any Participating Company shall be deemed to be a party to the Plan nor shall it
be  responsible  for its validity.  The issuing  insurance  company shall not be
required to look into the terms of the Plan nor be  responsible  to see that any
action of the Committee is authorized by its terms. No issuing insurance company
shall be  obligated to see to the  distribution  or further  application  of any
monies paid by it pursuant to any direction of the Committee.



                                      -35-
<PAGE>

          IN WITNESS  WHEREOF,  The  Manitowoc  Company,  Inc.  has caused these
presents to be executed as of the ____ day of _______________, 2000.

                                        THE MANITOWOC COMPANY, INC.


                                        By:____________________________________
                                        Its:___________________________________




                                      -36-
<PAGE>

                                  APPENDIX A TO
                           THE MANITOWOC COMPANY, INC.
                             RETIREMENT SAVINGS PLAN


Participating Group                 Effective             Name of
Description                           Date           Participating Company
-------------------               --------------     ---------------------

Manitowoc Cranes, Inc.              4/1/96           Manitowoc Cranes, Inc.
Bargaining Unit Employees

Manitowoc Ice, Inc. Bargaining      4/1/97           Manitowoc Ice, Inc.
Unit Employees

Manitowoc Marine Group, LLC         1/1/98           Manitowoc Marine Group, LLC
(formerly Manitowoc Marine
Group, Inc.) Bargaining Unit
Employees

KMT Refrigeration, Inc.             1/1/00           KMT Refrigeration, Inc.
Bargaining Unit Employees

Multiplex, Inc.                     4/1/00           Multiplex, Inc.
Bargaining Unit Employees



                                      -37-